HomeMy WebLinkAbout05-09-2018 Administratration Committee Meeting Agenda Orange County Sanitation District Wednesday, May 9, 2018
Regular Meeting of fhe 5:00 P.M.
ADMINISTRATION Administration Building
COMMITTEE Board Room
10844 Ellis Avenue
Fountain Valle CA
714 593-7433
AGENDA
CALL TO ORDER:
PLEDGE OF ALLEGIANCE:
DECLARATION OF QUORUM: (Clerk of the Board)
PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a
Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by
the Chairman and are requested to limit comments to three minutes.
REPORTS: The Committee Chair and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Committee Members. These reports are for information
only and require no action by the Committee.
CONSENT CALENDAR: The Consent Calendar Items are considered to be routine and will be
enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent
Calendar for separate discussion will be considered in the regular order of business.
1. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve Minutes of the April 11, 2018 Administration
Committee Meeting.
2. IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL
SUBSCRIPTION AND SUPPORT (Lorenzo Tyner)
RECOMMENDATION:
A. Approve an Annual Purchase Order Contract with Dataskill, Inc. for the
Renewal of Software Licensing and Maintenance Agreement for IBM
Maximo and WebSphere, for an amount not to exceed $167,676; and
B. Approve a contingency of$16,768 (10%).
05/09/2018 Administration Committee Agenda Page 1 of 5
3. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE
PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Orange County Sanitation District purchases made under
the General Manager's authority for the period of January 1, 2018 to
March 31, 2018; and
B. Approve the following additions to the pre-approved OEM Sole Source List
for the period of January 1, 2018 to March 31, 2018:
• DRESSER-RAND/SIEMENS - Assessment and Repairs of Steam
Turbines
• FLUID COMPONENTS INTERNATIONAL (FCI) - Gas Flowmeters
• JOHNSON MATTHEY SEC - Selective Catalytic Reduction (SCR)
Catalyst Units
• MCCROMETER - McCrometer MW510 Flowmeters
• MET-PRO TECHNOLOGIES DBA HEE/DUALL - Trickling Filter Fans
• PROMINENT FLUIDCONTROLS (PFC)-ProcessMeteringPumpsand
Drive Assemblies
• RINCON TRUCK CENTER - Diagnostics and Repairs of Diesel Engine
Trucks
• SMARTCOVER SYSTEMS - Repair, Relocation, and Renewals of
SmartCovers
• E&M ELECTRIC & MACHINERY dba WONDERWARE WEST -
Historian for SCADA system (Replaces STANDARD AUTOMATION
dba WONDERWARE WEST - Name change of an already approved
Sole Source vendor)
4. REQUEST FOR FUNDING —WASTEWATER FLOW & LOADING STUDY
(Lorenzo Tyner)
RECOMMENDATION: Recommend to the Board of Directors to: Approve the
Orange County Sanitation District's on-going participation in the California
Association of Sanitation Agencies wastewater flow and loading study and the
Participating Agency Contribution Pledge of$360,149.
NON-CONSENT:
5. PHYSICAL SECURITY ACCESS SYSTEM UPGRADE
(Lorenzo Tyner)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Authorize an additional $256,165 to purchase order #105299 OB with
Maxim Security Systems, Inc. utilizing Eastern Municipal Water District's
(EMWD) Cooperative agreement#85939, for a total amount not to exceed
05/09/2018 Administration Committee Agenda Page 2 of 5
$591,165, in accordance with Ordinance No. OCSD47, Section 2.03(B)
Cooperative Purchases; and
B. Authorize an immediate purchase of hardware, software, and professional
services to migrate from Lenel Facility Commander to Lenel OnGuard, for
a total amount not to exceed $256,165.
6. CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED
MARCH 31, 2018 (Lorenzo Tyner)
RECOMMENDATION: Recommend to the Board of Directors to: Receive and file
the Orange County Sanitation District Third Quarter Financial Reportfor the period
ended March 31, 2018.
7. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE
INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE
(Lorenzo Tyner)
RECOMMENDATION: Recommend to the Board of Directors to: Approve the
24-month settlement agreement negotiated by the General Manager for the
collection of charges owed for sanitary sewer service charges, plus interest of
6.5%, with LSW Enterprises, LLC, in a form approved by General Counsel.
8. SELECTION OF DISTRICT'S BANKING SERVICES MANAGER
(Lorenzo Tyner)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Adopt Resolution No. OCSD 18-XX, entitled "A Resolution of the Board of
Directors of the Orange County Sanitation District, Authorizing the
Establishment of Miscellaneous Banking Accounts, Establishing Policies
Governing the Transactions Related Thereto, and Designating Employees
to Act on the District's Behalf for Said Accounts; and Repealing Resolution
No. OCSD 98-24"; and
B. Approve the selection of Banc of California to provide comprehensive
banking and cash management. The Agreement will continue until either
party to the agreement provides at least sixty (60) days advance written
notice of their intent to terminate to the other party.
05/09/2018 Administration Committee Agenda Page 3 of 5
9. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler)
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve Service Contracts for Temporary Employment Services,
Specification No. S-2018-92913D, for a 13-month period (June 1, 2018
through June 30, 2019) for a total amount not to exceed $1,429,400 with
four (4) one-year annual renewal options (12-months) to the following:
HB Staffing: General Staffing
220!1 Century Technologies Inc.: General Staffing
Material and Contract Services Inc.: Contract Services
Staff Today Inc.: General Staffing
Harvest Technical Services Inc.: Engineering, Technical Staffing
Project Partners Inc.: Engineering, Technical Staffing
SoftHQ: General Staffing
Advanced Resources LLC: General Staffing
Diskriter Inc.: General Staffing
B. Approve an annual contingency of$142,940 (10%); and
C. Authorize the General Manager to add or remove staffing firms from the
available pool as needed to meet work requirements identified by the
Human Resources Department.
10. 2018-19 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS
(Celia Chandler)
RECOMMENDATION: Recommend to the Board of Directors to: Approve
not-to-exceed numbers, as follows, with the understanding that the Orange County
Sanitation District's insurance broker will continue to negotiate with insurers to
seek the lowest possible premiums prior to the expiration date of the current major
insurance policies:
• Excess liability insurance not to exceed $507,045.
• Property and Boiler& Machinery not to exceed $847,800.
• Earthquake insurance not to exceed $83,179.
• Excess workers compensation insurance - a rate of $0.3153 per $100 of
payroll, not to exceed $220,000.
INFORMATION ITEMS:
11. CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19
(Rob Thompson)
12. ORANGE COUNTY SANITATION DISTRICT COLLECTIONS, OPERATIONS,
AND MAINTENANCE OF OCSD FACILITIES (Ed Torres)
05/09/2018 Administration Committee Agenda Page 4 of 5
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
ADJOURNMENT:
The next Administration Committee meeting is scheduled for Wednesday, June 13, 2018
at 5:00 p.m.
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related
accommodations,please contact the Orange County Sanitation District Clerk of the Board's once at(714)593-7433 at least 72
hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been
posted outside the main gate of the Sanitation District's Administration Building located M 10844 Ellis Avenue, Fountain Valley,
California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda Rem,
including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are
available for public inspection in the office of the Clerk of the Board.
Agenda Description: The agenda provides a brief general description of each Rem of business to be considered or discussed.
The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed
appropriate.
NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the Clerk of the
Board 14 days before the meeting.
Kelly A.Lore
Clerk of the Board
(714)593-7433
klomRocsd.00m
For any questions on the agenda,Committee members may contact staff at:
General Manager James Herberg (714)593-7300 Iheibero(docsd com
Assistant General Manager Bob Ghirelli (714)593-7400 mhirellieocsd.com
Assistant General Manager Rob Thompson (714)593-7310 uhomoson(ou)ocsd.corn
Director of Finance and Lorenzo Tyner (714)593-7550 Itvner(alocsd.com
Administrative Services
Director of Human Resources Celia Chandler 714 593-7202 cchandler ocsd.com
05/09/2018 Administration Committee Agenda Page 5 of 5
ITEM NO. 1
MINUTES OF THE
ADMINISTRATION COMMITTEE
Orange County Sanitation District
Wednesday, April 11, 2018 at 5:00 P.M.
A regular meeting of the Administration Committee of the Orange County Sanitation
District was called to order by Committee Chairman Wanks on April 11, 2018 at 5:00 p.m.
in the Administration Building of the Orange County Sanitation District. Committee
Chairman Wanke led the Flag Salute.
A quorum was declared present as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Chad Wanks, Chairman Jim Herberg, General Manager
Peter Kim Bob Ghirelli, Assistant General Manager
Al Krippner (Alternate) Rob Thompson, Assistant General Manager
Richard Murphy Celia Chandler, Director of Human Resources
Steve Nagel Jim Colston, Director of Environmental
Glenn Parker Services
Erik Peterson Ed Torres, Director of Operations &
Teresa Smith Maintenance
Greg Seboum, Board Chairman Lorenzo Tyner, Director of Finance &
David Shawver, Board Vice-Chairman Administrative Services
Kelly Lore, Clerk of the Board
COMMITTEE MEMBERS ABSENT: Janine Aguilar
Donald P. Wagner, Vice-Chairman Jennifer Cabral
James Ferryman Rod Collins
Sal Tinajero Rhea De Guzman
Mike Dorman
Marc Dubois
Mark Esquer
Al Garcia
Stephanie Good
Lina Hsiao
Randall Kleinman
Jackie Lagade
Mark Manzo
Laura Maravilla
Riaz Moinuddin
Jeff Mohr
Andrew Nau
Heather Park
Ddaze Phuong
Roya Sohanaki
04/11/2018 Administration Committee Minutes Page 1 d4
OTHERS PRESENT:
Brad Hogin, General Counsel
Dennis Mulqueeney, Alliant
PUBLIC COMMENTS:
None.
REPORTS:
General Manager Herberg did not provide a report.
Committee Chairman Wanke did not provide a report.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
March 14, 2018 Administration Committee Meeting.
AYES: Kim, Krippner (Alternate), Murphy, Peterson, Seboum,
T. Smith, and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Ferryman, Nagel, Parker, Shawver, Tinajero, and Wagner
2. 2018 CONFLICT OF INTEREST CODE (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to: Adopt Resolution No. OCSD 18-XX entitled, "A Resolution of the
Board of Directors of Orange County Sanitation District adopting a Conflict of
Interest Code which supersedes all prior Conflict of Interest Codes and
amendments previously adopted."
AYES: Kim, Krippner (Alternate), Murphy, Peterson, Seboum,
T. Smith, and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Ferryman, Nagel, Parker, Shawver, Tinajero, and Wagner
Board Vice-Chairman Shawver arrived at 5:03 p.m.
04/11/2018 Administration Committee Minutes Page 2 of 4
Item No. 4 was taken out of order by Committee Chairman Wanke.
INFORMATION ITEMS:
4. STATUS OF 2018-19 PROPERTY-LIABILITY INSURANCE RENEWALS
(Celia Chandler)
Director of Human Resources Celia Chandler introduced Principal Staff Analyst
Randall Kleinman and Senior Vice-President of Alliant Dennis Mulqueeney, who
each provided a PowerPoint presentation with information regarding the
organizational risk and comparisons of the District insurances and the 2018-19
Operational Insurance Renewals.
Director Parker arrived at 5:10 p.m.
Director Nagel arrived at 5:16 p.m.
NON-CONSENT:
3. PROPOSED PURCHASING ORDINANCE NO. OCSD-XX (Lorenzo Tyner)
Director of Finance and Administrative Services Lorenzo Tyner introduced
Contracts & Purchasing Manager Marc Dubois, who presented an informative
PowerPoint presentation and responded to questions regarding the proposed
Ordinance and details of the changes.
MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Introduce Ordinance No. OCSD-XX, entitled "An Ordinance of the Board of
Directors of the Orange County Sanitation District Establishing
Requirements and Procedures for the Purchase of Goods, Services, and
Public Works Projects; and Repealing Ordinance No. OCSD-47";
B. Motion to read Ordinance No. OCSD-XX by title only and waive reading of
said entire Ordinance on April 25, 2018;
C. Set May 23, 2018 as the date for the second reading and adoption of
Ordinance No. OCSD-XX; and
D. Direct the Clerk of the Board to publish summaries of the Ordinance as
required by law.
AYES: Kim, Krippner (Alternate), Murphy, Nagel, Parker, Peterson,
Sebourn, Shawver, T. Smith, and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Ferryman, Tinajero, and Wagner
DEPARTMENT HEAD REPORTS:
None.
04/11/2018 Administration Committee Minutes Page 3 of
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS
IF ANY:
None.
ADJOURNMENT:
Committee Chairman Wanks declared the meeting adjourned at 5:46 p.m. to the next
regularly scheduled meeting of Wednesday, May 9, 2018 at 5:00 p.m.
Submitted by:
Kelly A. Lore, MMC
Clerk of the Board
04/11/2018 Administration Committee Minutes Page 4 of 4
ADMINISTRATION COMMITTEE Meeting Dare To ad.of oir.
05/09,18 —
AGENDA REPORT Item Number Item Number
z -
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL
SUBSCRIPTION AND SUPPORT
GENERAL MANAGER'S RECOMMENDATION
A. Approve an Annual Purchase Order Contract with Dataskill, Inc. for the Renewal
of Software Licensing and Maintenance Agreement for IBM Maximo and
WebSphere, for an amount not to exceed $167,676; and
B. Approve a contingency of$16,768 (10%).
BACKGROUND
IBM Maximo was implemented in January 2015 and is used by Orange County Sanitation
District's (Sanitation District) Operations and Maintenance in the lifecycle management
of the treatment plants' physical assets. The product provides real-time visibility into
asset performance and enables staff to proactively control and optimize asset
performance. This includes improved asset and labor productivity, better optimization of
maintenance resources, improved efficiency in inventory management, and prevention of
asset failure. IBM WebSphere is a necessary software component of JD Edwards, our
Financial Management system.
To properly maintain and repair the Sanitation District facilities, the Information
Technology (IT) division needs to purchase software support and maintenance as a
service for IBM Maximo and IBM WebSphere software. Such requirements will help
maintain our Enterprise Asset Management system (IBM Maximo) and the Financial
Management system. The renewal and payment for software support and maintenance
is executed on an annual basis.
RELEVANT STANDARDS
• Protect OCSD assets
• Maintain a proactive asset management program
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
• Maintain a culture of improving efficiency to reduce the cost to provide the current
service level or standard
• Meet volume and water quality needs for the GWRS
Page 1 of 3
PROBLEM
The annual software maintenance for IBM Maximo and IBM WebSphere will expire on
June 30, 2018. Failure to renew the maintenance agreement will prevent the Sanitation
District from accessing software support and necessary updates from IBM to enhance
and correct any software issues that may cause interruption in service.
PROPOSED SOLUTION
Renew the annual software maintenance for IBM Maximo and IBM WebSphere before
June 30, 2018.
TIMING CONCERNS
The renewal must be completed prior to June 30, 2018.
RAMIFICATIONS OF NOT TAKING ACTION
Not renewing the annual software maintenance will cause the Sanitation District to lose
support and software enhancements from IBM. The Sanitation District would also need
to repurchase all the software at a cost of more than a million dollars.
PRIOR COMMITTEE/BOARD ACTIONS
May 2017 - Approved an Annual Purchase Order Contract with Carahsoft Technology
Corporation for the renewal of Software Licensing and Maintenance Agreement for IBM
Maximo and WebSphere using GSA Contract GS35F0l 19Y, for an amount not to exceed
$158,637; and approved a contingency of$15,864 (10%).
ADDITIONAL INFORMATION
For the upcoming year's renewal, the Sanitation District's Purchasing Division, in
collaboration with the IT division, administered a bidding process for this purchase
(Bid#S-2018-93213D), obtaining competitive sealed bids from vendors in accordance with
Section 2.02 of the Sanitation District's Purchasing Ordinance. The Sanitation District
received responses from Dataskill and Miracle Software Systems, Inc.
The most responsive and responsible proposer was Dataskill, Inc., with the lowest bid of
$167,676. Staff recommends selection of Dataskill, Inc. to provide IBM Tivoli Maximo
and WebSphere (EnterpriseOne) annual subscription and support.
CEQA
N/A
Page 2 d 3
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
Page 3 of 3
ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir.
05/09/18 05/23/18
AGENDA REPORT Item Item Number
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO
THE PRE-APPROVED OEM SOLE SOURCE LIST
GENERAL MANAGER'S RECOMMENDATION
A. Receive and file Orange County Sanitation District purchases made under the
General Manager's authority for the period of January 1, 2018 to March 31, 2018;
and
B. Approve the following additions to the pre-approved OEM Sole Source List for the
period of January 1, 2018 to March 31, 2018:
• DRESSER-RAND/SIEMENS - Assessment and Repairs of Steam Turbines
• FLUID COMPONENTS INTERNATIONAL (FCI) - Gas Flowmeters
• JOHNSON MATTHEY SEC - Selective Catalytic Reduction (SCR) Catalyst
Units
• MCCROMETER - McCrometer MW510 Flowmeters
• MET-PRO TECHNOLOGIES DBA HEE/DUALL - Trickling Filter Fans
• PROMINENT FLUID CONTROLS (PFC) - Process Metering Pumps and
Drive Assemblies
• RINCON TRUCK CENTER - Diagnostics and Repairs of Diesel Engine
Trucks
• SMARTCOVER SYSTEMS - Repair, Relocation, and Renewals of
SmartCovers
• E&M ELECTRIC & MACHINERY dba WONDERWARE WEST - Historian for
SCADA system (Replaces STANDARD AUTOMATION dba WONDERWARE
WEST- Name change of an already approved Sole Source vendor)
BACKGROUND
Staff provides the Administration Committee and the Board of Directors quarterly reports
of General Manager approved purchases between $50,000 and $100,000, and additions
to the pre-approved OEM Sole Source List.
The list of additions to the pre-approved OEM Sole Source List displays the original
equipment manufacturers (OEM)added this quarter that require sole source procurement
to maintain, service, or replace equipment currently in operation at Orange County
Sanitation District (Sanitation District)facilities because the parts and/or service can only
be provided by the OEM or their designated representative.
Page 1 of 3
RELEVANT STANDARDS
• Quarterly Financial Reporting
• Ensure the public's money is wisely spent
PRIOR COMMITTEE/BOARD ACTIONS
December 2016 - Minute Order 12(b) authorized the General Manager to ratify additions
or deletions to the OEM Sole Source list on the General Manager's quarterly approved
purchases agenda report.
ADDITIONAL INFORMATION
In accordance with Board purchasing policies, Sanitation District's Purchasing Ordinance,
the General Manager has authority to approve purchases between $50,000 and
$100,000. Below is a summary of General Manager approved purchases, in amounts
exceeding $50,000, for the third quarter of fiscal year 2017-18:
Vendor Name Amount Department Description/Discussion
Preventive Maintenance, Inspection, and
BEC BUILDING Administrative Repair of Fire Alarm Systems
ELECTRONIC $65,000.00 Services 3/1/18 to 2128/19
CONTROLS INC Board Approved OEM Sole Source List
M.O. 12/14/16, Item 12
COUNTY OF Reimbursement Agreement with OC Flood
ORANGE- Control District for Fullerton Creek
TREASURER, TAX $97,175.02 Engineering Channel Project
COLLECT Board Approved Vendor Agreement
M.O. 1/25/17, Item 10
EMERSON 3-Year Support of CSI 2130 Machinery
PROCESS Administrative Health Analyzer
MANAGEMENT $58,792.40 Services 2/1/18 to 1/31/21
LLLP Sole Source Justification 1890
Reason: Unique Product/Service
Annual Renewal for EnfoTech iPACS
ENFOTECH & Administrative Support and Services
CONSULTING, INC. $68,968.00 Services 11/1/17 to 10/31/18
Board Approved OEM Sole Source List
M.O. 12/14/16, Item 12
Page 2 d 3
Vendor Name Amount Department Descri tion/Discussion
Repair Work on the CenGen Hot Water
J R FILANC $9478400 Engineering Bracing at Plant 1
, .
CONSTRUCTION Task Order Bid TOB-2018-913 of
Master Service Contract S-2015-700-1
O'CONNELL Collections Infrastructure Improvements
ENGINEERING & $82 800.00 Engineering at Plant 2
CONSTRUCTION Task Order Bid TOB-2018-917 of
INC Master Service Contract S-2015-700-7
SAFETY Operations and Maintenance Safety
COMPLIANCE $74 39530 Operations & Culture Assessment
.
MANAGEMENT, Maintenance 1/17/18 to 2/27/19
INC. Specification No. CS-2017-869
Purchase of 6 New Toshiba E-Studio
TOSHIBA 5506ACT Printers
BUSINESS $52,341.66 Administrative County of Orange Contract
SOLUTIONS (USA) Services MA-031-1410046,
INC in accordance with Ordinance OCSD-47,
Section 2.03 (B) Cooperative Purchases
2-Year Maintenance of Trimble Unity
Platform Licenses
TRIMBLE $7560000 Administrative 419/18 to 4/8/2020
, .
NAVIGATION LTD Services Sole Source Justification 1936
Reason: OEM Parts/Materials Available
from Only One Source
UNITED RIGGERS Provide and Install Machine Guards at
AND ERECTORS, $81,253.00 Engineering Plants 1 and 2
INC. Task Order Bid TOB-2017-909 of
Master Service Contract S-2015-700-5
UNITED RIGGERS Digester C Tent Lining Removal and
AND ERECTORS, $88,239.00 Engineering Replacement of 5 Valves
INC. Task Order Bid TOB-2018-924 of
Master Service Contract S-2015-700-5
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package:
N/A
Page 3 of 3
ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir.
05/09/18 05/23/18
AGENDA REPORT ItemNumber Item Number
a
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: REQUEST FOR FUNDING —WASTEWATER FLOW & LOADING STUDY
GENERAL MANAGER'S RECOMMENDATION
Approve the Orange County Sanitation District's on-going participation in the California
Association of Sanitation Agencies wastewater flow and loading study and the
Participating Agency Contribution Pledge of$360,149.
BACKGROUND
The Orange County Sanitation District's (Sanitation District)goal has always been to fairly
and equitably allocate the cost of wastewater management to all its customers in a cost-
effective manner. Agencies throughout the state, including the Sanitation District, use
engineering estimates of average loadings (wastewater flowrates and strength data
according to use category)to proportionately allocate wastewater management costs and
minimize administrative expense. Water suppliers have established more aggressive
water conservation measures in response to drought conditions and, therefore, it is
prudent to review the wastewater loadings at this time and update them, if necessary, to
ensure that they accurately reflect current wastewater characteristics. California
Association of Sanitation Agencies (CASA) has coordinated a statewide wastewater flow
and loading study that is funded by participating sanitation agencies across the state.
The cost of the study is shared amongst participating agencies in proportion to discharge
volume. The estimated total cost of Phase 2A of the study is $2,572,495. The Sanitation
District contributed $150,250 toward the cost of the initial RFP and Phase 1 of the study.
In return, the Sanitation District is participating in structuring the study and will have
access to the results of the study.
CASA is now preparing for Phase 2A of the study and the Sanitation District's contribution
is $360,149. Phase 2A consists of the expanded residential sampling study, the pilot
non-residential sampling program, and a return to sewer/water consumption data
analysis. These are included in the original contract as tasks requiring funding by each
of the participating agencies. Due to additional agencies joining in the study, the
Sanitation District's costs are lower than originally anticipated.
Phase 2B is expected to be completed in fiscal year 2018-19. The contribution from the
Sanitation District is expected to be approximately $300,000.
Page 1 of 3
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
PROBLEM
Water suppliers have established more aggressive water conservation measures in
response to drought conditions; therefore, it is prudent to review the wastewater loadings
at this time and update them, if necessary, to ensure that they accurately reflect current
wastewater characteristics.
PROPOSED SOLUTION
CASA has coordinated a statewide wastewater flow and loading study to be funded by
participating sanitation agencies across the state.
TIMING CONCERNS
In order to move forward with Phase 2A of the wastewater flow and loading study, CASA
needs the commitment from the Sanitation District no later than June 1 st
RAMIFICATIONS OF NOT TAKING ACTION
Without the commitment of the Sanitation District, the sampling pilot study will not be able
to move forward and maintain the timeline that is needed to collect accurate flow and
loading information.
PRIOR COMMITTEE/BOARD ACTIONS
June 2017- Board approved a contribution of$67,750 toward the cost of Phase 1 B of the
flow and loading study ($67,750 was the actual amount spent).
November 2016 - Board approved a contribution of $82,500 toward the cost of the first
phase of the flow and loading study.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
This contribution pledge of $360,149 has not been budgeted. However, budgeted funds
are available from other budgeted line items with expected savings and, upon Board
Page 2 d 3
approval, these funds will be transferred to cover this item. In total, actual operating costs
for FY 2017-18 will not exceed the annual operating budget.
ATTACHMENT
The following attachment(s)in included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Participating Agency Contribution Pledge Form —CASA Flow and Loading Study
Page 3 of 3
California Association of Sanitation Agencies
Flow and Loading Study Project
Participating Agency Contribution Pledge
Form Phase 2.A
Please Respond by April 10, 2018
Agency: Orange County Sanitation District
Contact Name:
Telephone & Email:
My agency is committed to contributing the following amount to Phase 2.A of the Flow
and Loading Study project being managed by CASA. I understand that CASA will be
sending an invoice(or series of invoices) for the following total contribution amount in
the future:
$ 360,149.00
The relative agency contribution levels have been determined per the funding share
agreement that was previously distributed to all counsel.
Please return Contribution Commitment Form to:
Adam D. Link, CASA Director of Government Affairs
1225 81h Street,Suite 595
Sacramento,CA 95814
Telephone:(916)446-0388
E- Mail: alink@casaweb.org
You do not need to send a check at this time.
You will receive an invoice based upon your pledge.
Signature:
Date:
Thank You!
ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir.
05/09/18 05/23/18
AGENDA REPORT ItemNumber Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: PHYSICAL SECURITY ACCESS SYSTEM UPGRADE
GENERAL MANAGER'S RECOMMENDATION
A. Authorize an additional $256,165 to purchase order #105299 OB with Maxim
Security Systems, Inc. utilizing Eastern Municipal Water District's (EMWD)
Cooperative agreement #85939, for a total amount not to exceed $591,165, in
accordance with Ordinance No. OCSD-47, Section 2.03(B) Cooperative
Purchases; and
B. Authorize an immediate purchase of hardware, software, and professional
services to migrate from Lenel Facility Commander to Lenel OnGuard, for a total
amount not to exceed $256,165.
BACKGROUND
The Orange County Sanitation District (Sanitation District) currently uses a card access
system called Facility Commander. Several years ago, Facility Commander was
purchased by Lenel, its main competitor, and while it's still supported, Lenel has
announced Facility Commander to be end of life in December of 2020. Lenel advises its
Facility Commander customers to migrate to their OnGuard product which uses much of
the existing card access system hardware and provides a more robust feature set.
Competing products do not use the existing hardware and will require replacing all
equipment including card readers.
The Sanitation District has received a proposal from Maxim Security Systems based on
an existing contract between Maxim Security Systems and the EMWD.
RELEVANT STANDARDS
• Protect OCSD assets
• Ensure the public's money is wisely spent
PROBLEM
The Facility Commander product has been discontinued by the manufacturer and will no
longer be supported after December 2020. The Sanitation District is unable to improve
physical security by integrating the card access, video surveillance, and visitor
management systems. Facility Commander was designed to use an older badge
Page 1 of 2
technology allowing badges to be duplicated by people wanting to gain unauthorized
access to Sanitation District facilities. Though most card readers have been replaced
with ones that support the new badge technology, Facility Commander does not support
this advanced feature.
PROPOSED SOLUTION
Replace the existing Facility Commander software with Lenel OnGuard. Replace access
control hardware that is not compatible with OnGuard.
TIMING CONCERNS
Support for the existing Facility Commander product will end in less than two (2) years.
RAMIFICATIONS OF NOT TAKING ACTION
Not taking this action will prevent the Sanitation District from providing better perimeter
and internal security.
PRIOR COMMITTEE/BOARD ACTIONS
January 2016 - Authorized purchases of information technology security systems,
services and software/hardware maintenance using the EMWD's cooperative agreement
#85939, commencing October 1, 2016 through September 30, 2018, for a total amount
not to exceed $335,000, in accordance with Ordinance No. OCSD-47, Section 2.03(B)
Cooperative Purchases, with four(4) one-year renewal options.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance, Section 2.03(B) Cooperative Purchases. This item has been budgeted in the
FY17/18 Information Technology Capital Program, Section 8, Page 72.
ATTACHMENTS
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
Page 2 d 2
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or Dir.
05/09/18 05/23/18
AGENDA REPORT Item Item Number
6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED
MARCH 31, 2018
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Orange County Sanitation District Third Quarter Financial Report for
the period ended March 31, 2018.
BACKGROUND
Included in this consolidated report are the following quarterly financial reports for the
period ended March 31, 2018:
Third Quarter Budget Review
The Budget Review Summary provides the Directors, staff, and general public with a
comprehensive overview of the financial results of the Orange County Sanitation
District (Sanitation District)through the third quarter ended March 31, 2018.
• Quarterly Treasurer's Report
This section reports on financial portfolio performance with respect to the Sanitation
District's funds. Both Long-Term and Liquid Operating Monies Portfolios are
summarized. A performance summary table can be found on page 2 of this section.
The report also contains information on the U.S. and global economic outlook from
the Sanitation District's investment manager, Chandler Asset Management.
• Certificates of Participation Quarterly Report
The report includes a summary of each outstanding debt issuance and a comparative
chart illustrating the COP rate history.
RELEVANT STANDARDS
• Quarterly financial reporting
ADDITIONAL INFORMATION
The quarterly treasurer's report contained within the Consolidated Financial Reports for
the Third Quarter Ended March 31, 2018 is being submitted in accordance with the
Sanitation District's investment policy that requires the report be submitted to the
governing body following the end of each quarter and includes the following information:
Page 1 d 3
• Performance results in comparison with the 3-month treasury bill index for the liquid
operating portfolio; and the Merrill Lynch Corp./Govt. 1-5 Year Bond index for the long
term portfolio as identified in the investment policy; and the time-weighted total rate of
return for the portfolio for the prior three months, six months, nine months, twelve
months, and since inception compared to the Benchmark returns for the same periods:
Portfolio Performance Summary
As of March 31,2018
Liquid Operating Monies(%) Long-Tenn Operating Monies(Y<<)
Total Rate Total Rate of
of Return Benchmark Return Benchmark
3 Months 0.35 0.35 -0.33 -0.45
6 Months 0.64 0.64 -0.57 -0.76
9 Months 0.90 0.91 -0.16
12 Months 1.11 1.11 0.31 0.09
Annualized Since inception 30 Nov 2014 0.59 0.48 0.88 0.78
• A listing of individual securities held at the end of each reporting period (see the
detailed listings of each security contained within the report).
• Cost and market values of the portfolios:
Liquid Oper. Long-Term
Cost $92.7 M $416.5 M
MV $92.9 M $412.8 M
• Modified duration of the portfolio compared to Benchmark:
Liquid Oper. Long-Term
District Policy < 0.50 < 5.00
B.M. 0.14 2.56
Port. 0.18 2.41
• Dollar change in value of the portfolio for a one-percent (1%) change in interest rates:
Liquid Oper. — $168,630
Long-Term — $9,948,400
• None of the portfolios are currently invested in reverse repurchase agreements.
• The percent of the Liquid Operating Monies portfolio maturing within 90 days:
76.9%
• Average portfolio credit quality:
Liquid Oper. —AAA/Aa1
Long-Term —AA+/Aa1
Page 2 of 3
• Percent of portfolio with credit ratings below "A" by any rating agency, and a
description of such securities:
Liquid Portfolio— no exceptions
Long Term Portfolio— Percent of portfolio—0.8%
Cost Maturity Moody S&P Fitch
Date
SLMA 2008-9 A $ 29,062.32 4/25/2023 Baa3 AA+ B
AMRESCO Residential Securities 1999-1 $ 100,432.85 6/25/2029 Not Rated A+ BBB
Morgan Stanley Note $3,200,848.00 7/28/2021 A3 BBB+ A
• All investments are in compliance with this policy and the California Government
Code, except for the following Lehman Brothers holdings that the Sanitation District is
pursuing collection through the bankruptcy court:
Lehman Brothers Note-Defaulted $ 600,000 par value purchased 9/19/2008
Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008
• Sufficient funds are available for the Sanitation District to meet its operating
expenditure requirements for the next six months.
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
• Consolidated Financial Report for the Third Quarter Ended March 31, 2018
(separate electronic file)
Page 3 of 3
ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir.
05/09/18 05/23/18
AGENDA REPORTItem Number Item Number
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE
INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE
GENERAL MANAGER'S RECOMMENDATION
Approve the 24-month settlement agreement negotiated by the General Manager for the
collection of charges owed for sanitary sewer service charges, plus interest of 6.5%, with
LSW Enterprises, LLC, in a form approved by General Counsel.
BACKGROUND
LSW Enterprises, LLC is the holder of an industrial wastewater discharge permit issued
by the Orange County Sanitation District (Sanitation District) that requires payment of
sanitary sewer service charges for the cost of conveying, treating, and disposing of
wastewater discharged. Based on the terms of the permit, the permittee is required to
pay estimated quarterly sewer service charges that are reconciled annually with actual
discharge flows and levels of biochemical oxygen demand and total suspended solids.
The permittee is now in default of their payment obligations ($529,274.83). The permittee
has changed ownership and has been in discussions with the Sanitation District since
October. The permittee has requested a payment agreement for the delinquent amounts
as well as the upcoming 41h Quarter Estimated Invoice in the amount of$77,224.83 to be
issued on 6/30/18. The total amount requested in the payment agreement is
$606,499.66.
The Sanitation District and permittee have reached a settlement amount for the purpose
of avoiding administrative proceedings and the institution of any litigation that may follow
based upon these matters. The General Manager, in accordance with Resolution No.
OCSD 11-04, Article III, "Collection of Fees and Charges Relating to Industrial Waste
Discharges,' has negotiated a 24-month deferred payment agreement with this permittee
requiring monthly payment terms plus interest of 6.5% per annum.
RELEVANT STANDARDS
• Comply with Resolution No. OCSD 11-04
• Maintain collaborative and cooperative relationships with regulators, stakeholders,
and neighboring communities
PROBLEM
LSW Enterprises, LLC is under new ownership and is past due on invoices totaling
$529,2874.83.
Page 1 of 2
PROPOSED SOLUTION
Resolution No. OCSD 11-04 allows for a settlement agreement to allow the permittee to
pay the amounts owed while continuing to conduct their business with a valid industrial
wastewater discharge permit. If a settlement agreement is not approved, the Sanitation
District would move forward with administrative complaint proceedings to suspend the
permittee's permit until the invoices are paid in full.
TIMING CONCERNS
The settlement agreement should be executed as soon as possible so the account will
be current.
RAMIFICATIONS OF NOT TAKING ACTION
The outstanding amounts owed to the Sanitation District will increase when annual
reconciliation invoices are issued.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
FINANCIAL CONSIDERATIONS
The settlement agreement complies with Resolution No. OCSD 11-04.
ATTACHMENT
The following aftachment(s)is included in hard copy and may also be viewed on-line at the OCSD website
(mm w.ocsd.com) with the complete agenda package:
• Settlement Agreement— LSW Enterprises, LLC
Page 2 of 2
DEFERRED PAYMENT AGREEMENT
THIS AGREEMENT, is entered into, to be effective May 23, 2018, by and
between Orange County Sanitation District ("District"), a county sanitation district
duly organized and existing pursuant to Section 4700 at. seq. of the Health &
Safety Code of the State of California and LSW Enterprises, LLC ("Permitee").
RECITALS
A. District is a wastewater treatment agency which owns and operates
wastewater treatment facilities which receive, treat and discharge, through an
ocean outfall, wastewater received from dischargers within its jurisdictional
boundaries. In the course of its wastewater treatment operations, and pursuant to
Ordinance No. OCSD-48 Wastewater Discharge Regulations ("District's
Ordinance"), District issues industrial wastewater discharge permits to certain
persons/entities which discharge wastewater into the District's sewerage system.
B. As part of the District's wastewater treatment operations, District
imposes user fees on permittees, requiring such permittees to pay their share of
the District's costs of conveying, treating and disposing of wastewater discharged
by such permittees.
C. Permittee is the holder of an industrial wastewater discharge permit
issued by District and is responsible for paying user fees for the cost of conveying,
treating and disposing of wastewater discharged from Permittee's facility located
at 1215 N. Grove Street, Anaheim, California.
D. District has issued to Permittee Invoice Nos. 910473, 910387, 531645,
54403, 531953, 54586, 54684, 54797, 532248, 54888 and 54868 in the amount of
$529,274.83 for user fees and penalties then due and owing to the District.
E. Permitee has failed to pay the presently owing sum of$529,274.83
and has requested additional time to pay this outstanding obligation including the
1
41M1 Quarter Estimated Invoice Amount of$77,224.83 to be issued on 6/30/18. The
total obligation is $606,499.66
F. Pursuant to Resolution 11-04, District is authorized to enter into
deferred payment agreements for limited sums and of limited duration, pursuant
to approval by the District's Board of Directors.
G. The District intends to provide additional time for Permitee to pay to
District the amounts presently due on Invoice Nos. 910473, 910387, 531645, 54403,
531953, 54586, 54684, 54797, 532248, 54888 and 54868, as well as the 41h Quarter
Estimated Invoice Amount, in accordance with the requirements of District
Resolution 11-04.
NOW, THEREFORE, in consideration of the facts recited above and the
conditions, covenants and promises set forth below, District and LSW Enterprises
LLC agree as follows:
AGREEMENT
1. Permittee shall make payments (including principal and interest) to
the District, pursuant to the payment schedule in Appendix A.
2. Permittee shall pay to District all other invoices issued by the District
during the term of this Agreement in accordance with the provisions of District's
Ordinance.
3. If any payment described in Paragraph 1 herein is not received by the
District on or before the due date specified, or if any payment described in
Paragraph 2 herein is not received by District in accordance with the provisions of
District's Ordinance, the entire balance then owing shall become immediately due
and payable and interest at the rate of ten percent (10%) per annum shall accrue
on any such unpaid balance from the date of acceleration until the date that the
balance due is fully paid to the District.
4. Permitee acknowledges that the failure to pay current invoices, or
2
failure to pay any installment in accordance with the schedule set forth in
Paragraph 1 herein, may be grounds for suspension of any industrial wastewater
discharge permit issued to Permitee by District, and shall additionally be deemed
a breach of this Agreement, thereby giving rise to all legal remedies available to
District. Permitee agrees that by executing this Settlement Agreement, Permitee
waives the right to an administrative hearing for non-payment of invoices or any
other means to challenge the amount owed, and further agrees that failure to pay
District in accordance with the terms of this Agreement will result in immediate
permit suspension until such time as the all outstanding amounts owed are
current.
5. In consideration of the foregoing, District agrees to refrain from
instituting collection or permit suspension or revocation proceedings, which
remedies are presently available to the District as a result of Permitee's current
failure to pay Invoice Nos. 910473, 910387, 531645, 54403, 531953, 54586, 54684,
54797, 532248, 54888 and 54868. This provision to refrain from instituting such
proceedings shall be effective with regard only to Invoice Nos. 910473, 910387,
531645, 54403, 531953, 54586, 54684, 54797, 532248, 54888, 54868 and the 41"
Quarter Estimated Invoice issued on 6/30/18 only for so long as Permitee remains
in compliance with the terms of this Agreement.
6. Should any litigation be commenced between the District and
Permitee regarding enforcement of this Agreement, or the rights and any duties of
the parties in relation thereto, the prevailing party in such litigation shall be
entitled, in addition to such other relief as may be granted, to a reasonable sum as
and for its attorney fees and costs in the litigation which shall be determined by
the court in such litigation or in a separate action brought for that purpose.
7. Nothing in this Agreement shall affect Permitee's obligation to pay
current and/or future charges for use of District's sewerage system or Permitee's
3
obligation to comply with all other conditions and requirements of its industrial
wastewater discharge permit and the District's Ordinance.
8. Nothing herein shall affect the District's right to enforce all
requirements and conditions of the District's Ordinance.
9. This Agreement is made only for the benefit of the parties hereto. It
is not intended that any right under this Agreement shall accrue to any third
person.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.
Orange County Sanitation District
BY:
Gregory C. Sebourn, PLS
Board Chair
LSW Enterprises LLC
Attest: BY:
Kelly A. Lore, MMC Noah Smith, Owner
Clerk of the Board
4
APPENDIXA
Administrative Due
IPaymentl Principal I Interest I Charge I Total I Date
1 $23,732.08 $3,285.21 $25.00 $27,042.29 6/1/2017
2 $23,860.63 $3,156.66 $25.00 $27,042.29 7/1/2017
3 $23,989.88 $3,027.41 $25.00 $27,042.29 8/1/2017
4 $24,119.82 $2,897.47 $25.00 $27,042.29 9/1/2017
5 $24,250.47 $2,766.82 $25.00 $27,042.29 10/1/2017
6 $24,381.83 $2,635.46 $25.00 $27,042.29 11/1/2017
7 $24,513.90 $2,503.39 $25.00 $27,042.29 12/1/2017
8 $24,646.68 $2,370.61 $25.00 $27,042.29 1/1/2018
9 $24,780.18 $2,237.11 $25.00 $27,042.29 2/1/2018
10 $24,914.41 $2,102.88 $25.00 $27,042.29 3/1/2018
11 $25,049.36 $1,967.93 $25.00 $27,042.29 4/1/2018
12 $25,185.05 $1,832.24 $25.00 $27,042.29 5/1/2018
13 $25,321.47 $1,695.82 $25.00 $27,042.29 6/1/2018
14 $25,458.65 $1,558.67 $25.00 $27,042.32 7/1/2018
15 $25,596.52 $1,420.77 $25.00 $27,042.29 8/1/2018
16 $25,735.17 $1,282.12 $25.00 $27,042.29 9/1/2018
17 $25,874.57 $1,142.72 $25.00 $27,042.29 10/1/2018
18 $26,014.72 $1,002.57 $25.00 $27,042.29 11/1/2018
19 $26,155.64 $861.65 $25.00 $27,042.29 12/1/2018
20 $26,297.31 $719.98 $25.00 $27,042.29 1/1/2019
21 $26,439.76 $577.53 $25.00 $27,042.29 2/1/2019
22 $26,582.97 $434.32 $25.00 $27,042.29 3/1/2019
23 $26,726.96 $290.33 $25.00 $27,042.29 4/1/2019
24 $26,871.66 $145.55 $25.00 $27,042.21 5/1/2019
ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir.
05/09/18 05/23/18
AGENDA REPORT ItemNumber Item Number
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: SELECTION OF DISTRICT'S BANKING SERVICES MANAGER
GENERAL MANAGER'S RECOMMENDATION
A. Adopt Resolution No. OCSD 18-XX, entitled "A Resolution of the Board of
Directors of the Orange County Sanitation District, Authorizing the Establishment
of Miscellaneous Banking Accounts, Establishing Policies Governing the
Transactions Related Thereto, and Designating Employees to Act on the District's
Behalf for Said Accounts; and Repealing Resolution No. OCSD 98-24"; and
B. Approve the selection of Banc of California to provide comprehensive banking and
cash management. The Agreement will continue until either party to the
agreement provides at least sixty (60) days advance written notice of their intent
to terminate to the other party.
BACKGROUND
Since 1997, the Orange County Sanitation District (Sanitation District) has maintained all
of its banking accounts and cash management services at MUFG Union Bank of
California. Given the length of time since the last comprehensive review of services, staff
decided that it was appropriate to solicit competitive bids for banking services. The
Sanitation District has completed the review and the search for a bank to provide banking
and cash management services.
An evaluation panel consisting of three staff members including the Director of Finance,
Controller, and Senior Accountant evaluated proposals from six firms. The Sanitation
District requested received more detailed analysis from and interviewed the three top-
rated firms (J.P. Morgan Chase, Wells Fargo, and Banc of California).
Based on the initial proposals, additional information provided, and interviews, staff
initially selected J.P. Morgan Chase. However, during negotiations,the Sanitation District
was unable to agree on contract agreement terms with J.P. Morgan Chase. As the Banc
of California proposal included similar cost, services, and quality as J.P. Morgan Chase,
staff recommends Banc of California to provide banking services to the Sanitation District.
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
• Comply with Resolution No. OCSD 98-24
Page 1 of 4
PROBLEM
The Sanitation District's banking services fee has increased significantly within the past
year.
PROPOSED SOLUTION
Authorize the selected bank to provide banking services to the Sanitation District at a
lower cost than what the current bank charges.
TIMING CONCERNS
The Sanitation District will continue paying current banking fees and miss out on cost
savings opportunities.
RAMIFICATIONS OF NOT TAKING ACTION
Missed cost savings opportunities related to banking services.
PRIOR COMMITTEE/BOARD ACTIONS
July 1998 - Board adopted Resolution No. OCSD 98-24 selecting Union Bank to provide
banking services.
ADDITIONAL INFORMATION
The Sanitation District has utilized Union Bank to provide banking services since January
1997.
The Sanitation District recently conducted a solicitation process to request proposals for
comprehensive banking and cash management services. All bidders must be a financial
institution incorporated under the laws of the State of California or the United States with
a conveniently located branch office. Plus, the bidder must be an approved state
depository.
The Sanitation District currently compensates for bank services through a combination of
earnings allowances on deposit balances and direct fees, with a ledger balance of
approximately$406,000 and an available balance of approximately$88,000. The general
account and workers' compensation accounts are consolidated for determining fees. In
addition, the Sanitation District utilizes a sweep product for overnight investing of excess
bank balances. The Sanitation District requires a monthly account analysis statement
with a summary page for all accounts.
The selection process was based on the bank's qualifications as presented in its proposal,
overall price, cost to the Sanitation District, experience and success of the bank in
providing banking services to similar clients, and the firm's ability to provide the services
outlined in the Request for Proposal (RFP). A screening committee reviewed the
Page 2 of 4
proposals. The proposals were evaluated in accordance with the evaluation criteria
described below:
Financial strength of bank and ability to protect and collateralize deposits.
Overall cost to Sanitation District and ability to guarantee pricing for contract
period.
Ability to meet minimum required service levels and offer required bank products.
Quality of references and overall experience with public agencies.
• Qualifications and strength of the relationship management team.
• Ability to offer product and service enhancements.
Location of bank offices.
Bidders were required to provide the following Bank Profile:
Summary of Qualifications—To be considered for selection, proposing banks must meet
certain minimum qualifications. Financial institution must be a Federal or State charted
banking institution as defined in California Government Code; must be a depository of
public funds pursuant to California Government Code Section 53648; must have at least
a "satisfactory" rating from a nationally recognized bank rating service; and must have a
dedicated government services unit.
Bank Overview — Provide a general overview of the bank's operations, customer base,
and fundamental management philosophy. Identify the primary office or branch that the
Sanitation District will be assigned to and where its primary banking business will be
conducted.
Financial Strength — Provide a summary of the bank's current financial performance to
include the level of exposure to high-risk mortgages and other loans, bank profitability
and capitalization, and any recent or planned mergers, acquisitions, or major
restructuring. Provide key measures of the bank's financial strength, including ratings
from nationally recognized rating service(s) and bank rating service(s). Include one copy
of the bank's most recent audited financial statement and one copy of the bank's rating
from a nationally recognized bank rating service that includes ratings as a long-term
issuer, short-term/commercial paper, subordinate debt, and Certificates of Deposit.
Experience—The bank's direct experience in servicing public sector clients, including the
number of public agency clients in California, the dollar amount of public funds on deposit
in California, and the bank's knowledge of and the ability to adhere to the California
Government Code and other applicable laws.
Customer Service — The level of customer service provided to the Sanitation District for
its banking needs is an important consideration. The Sanitation District would prefer one
primary bank contact person to handle its day-to-day banking activities.
Page 3 d 4
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance.
ATTACHMENT
The following attachment(s) are included in hard copy and may be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Draft Banking Agreement
• Banking Services Request for Proposal
• Banc of California's Proposal (online only, separate electronic file)
• Draft Resolution No. OCSD 18-XX
Page 4 d4
BANKING SERVICES AGREEMENT
This Agreement for the provision of banking services is entered into to be
effective May 1,2018,by and between the Orange County Sanitation District,
("OCSD"),and Bane of California,National Association ("Bank")(herein
collectively referred to as the"Parties" or individually as a"Patty").
RECITALS
WHEREAS, OCSD desires to retain Bank to act as depository of OCSD
funds and as provider of banking services in the manner provided in the
"Request For Proposal For General Banking Services"(Exhibit"A")and the
"Proposal for General Banking Services"dated August 18, 2017,as submitted
by Bank to OCSD(Exhibit`B"), both attached hereto and incorporated herein;
WHEREAS,OCSD wishes to contract with a bank having experience in
the receipt, safekeeping, and management of municipal funds; and
WHEREAS,Bank is willing to enter into a contract with OCSD to provide
professional banking services in accordance with this Agreement.
NOW,THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
ARTICLE I - SCOPE OF SERVICES
1.1. Bank's Specified Services
Bank shall perform those services, when requested by OCSD, and at the
times and in the manner so requested, described in Exhibits "A"and `B." In the
event of an apparent discrepancy between the terms of Exhibits "A"and`B,"the
terms of Exhibit`B"shall control.
The services provided by Bank shall be governed by this Agreement, and
to the extent not contradicted by this Agreement,by the Bank's standard terms
and disclosures, including but not limited to the Bank's Deposit Account
Agreement.
1.2. Additional Services
Bank may perform services in addition to those listed in Section 1.1 when
requested to do so by OCSD and when agreed by Bank. Compensation for any
additional services performed by Bank shall be negotiated between Bank and
OCSD and incorporated into this Agreement or other mutually executed writings
prior to Bank performing such additional services.
I
1308557.2
1.3. Cooperation with OCSD
In the performance of the aforementioned services, Bank shall work
closely with OCSD's Director of Finance,Controller, and all other OCSD
officers and agents having responsibility for the deposit, withdrawal,and
investment of OCSD funds.
1.4. Satisfactory Performance
Bank agrees to perform all services to the reasonable satisfaction of
OCSD and within the time specified in Exhibits"A"and `B." Evaluations of
the work will be done by OCSD staff or a designated individual. If the quality
of the work is not satisfactory, OCSD, in its discretion, shall have the right to: 1)
meet with Bank to review the quality of or manner in which the services are
being performed and resolve matters of concern; and/or 2) terminate the
Agreement as hereinafter set forth.
1.5. Compliance with Law
All services rendered hereunder shall be provided in accordance with the
requirements of applicable local, state,and federal law.
1.6. Familiarity with Work
By execution of this Agreement, Bank warrants that: 1)it has thoroughly
investigated and considered the services to be performed; 2) it has examined the
applicable provisions of local, state, and federal law regarding the deposit, and
withdrawal of OCSD funds; and 3) it has carefully considered how the services
should be performed.
ARTICLE II -TERM
2.1. Termination
This Agreement will continue until either Party to this Agreement
terminates its obligations under this Agreement, which may occur at any time by
providing at least sixty (60)days advance written notice of such intent to
terminate, to the other Party. Either Party may terminate its obligations under
this Agreement for any reason. The 60-day period following the delivery of
notice shall be called the"Termination Period." Notwithstanding the foregoing,
OCSD or Bank may terminate this Agreement on less than sixty(60)days'
notice if OCSD or Bank is required to do so under law, regulation, or regulatory
authority.
2.2. Effect of Termination
In the event of termination of this Agreement, OCSD shall be liable to
Bank for all services performed and compensation due to Bank for those
services rendered up to the date that Bank ceases performance of those services.
2
1308557.2
If OCSD serves notice of termination upon Bank, Bank shall stop rendering
services under this Agreement by the end of the Termination Period, unless
directed to stop rendering services earlier than the end of the Termination Period
by OCSD, and Bank shall deliver to OCSD all money, negotiable instruments,
funds, and other property of OCSD's currently on deposit with or held by Bank.
Upon request of OCSD, Bank shall also deliver to OCSD copies of any regular
reports or documents relating to services performed for OCSD under this
Agreement.
ARTICLE III- COMPENSATION
3.1. Amount and Manner of Compensation
Except as provided below, for the provision of all services rendered in
accordance with Exhibits"A"and"B,"during the term of this Agreement
thereof, OCSD shall compensate Bank in the amounts and manner provided for
therein.
ARTICLE IV- COORDINATION OF WORK
4.1. Coordination of Work
The following officer positions of Bank are authorized to act on Bank's
behalf with respect to the services specified in this Agreement and to make all
decisions in connection therewith:
Chief Executive Officer
Executive Vice President, Deposits and Treasury Management
Senior Vice President, Specialty Markets and Products
Senior Vice President,Operations
Senior Director, Senior Relationship Manager, Deposits and Treasury
Management
4.2. Notices
All notices hereunder must be in writing. Any notice required or
permitted by this Agreement shall be valid if personally delivered(hand receipt)
to the party for whom it is intended, at the address set forth below,or if sent to
such party at the same address by registered or certified mail,postage prepaid.
If sent by personal delivery or registered or certified mail, notice shall be
effective upon receipt, as reflected on the hand receipt or postal receipt. If sent
by any other means, notice shall be effective upon receipt after written
confirmation of the same.
Notice shall be given at the following addresses:
To OCSD:
Orange County Sanitation District
3
130855I.2
P.O. Box 8127
10844 Ellis Avenue
Fountain Valley, California 92728-8127
Attn: Clerk of the Board
Attn: Director of Finance and Administration
Facsimile: (714) 968-8851
Telephone: (714) 962-4211
To Bank:
Banc of California,
National Association
Government Banking
Attn: Veronica Villase0or,MPP, CTP
Senior Director,Senior Relationship Manager
3 MacArthur Place
Santa Ana,CA 92707
Office: (949)265-4022
Cell: (949) 333-9726
Facsimile: (855) 325-3949
Email: Veronica.Villasenor@bancofcal.com
Either party may change the name and/or address for notice upon written
notice to the other party given in accordance with this Section 4.2.
ARTICLE V-INDEPENDENT CONTRACTOR
5.1. Bank's Status
Bank is an independent contractor and not an employee of OCSD.
Neither OCSD nor its employees shall have any control over the conduct of the
Bank or its employees except as herein set forth,and Bank expressly warrants
not to,at any time or in any manner, represent that Bank, or its officers,
employees,or agent,are in any manner officers,employees,or agents of OCSD.
It is distinctly understood that Bank is and shall at all times remain,as to OCSD,
a wholly independent contractor,and that Bank's obligations to OCSD are solely
as prescribed by this Agreement and its incorporated Exhibits.
5.2. Bank's Personal Services -inducement
This Agreement contemplates that the Bank's personal services and those
of its officers, employees, and agents are a substantial inducement to OCSD for
entering to this Agreement. Bank may not assign any interest in this Agreement
nor shall Bank subcontract any portion of the performance contemplated under
this Agreement without prior written approval by OCSD, such approval shall not
be unreasonably withheld. Nothing in this Agreement shall be construed as
preventing Bank from employing as many employees as Bank deems necessary
for the proper and efficient execution of this Agreement.
4
1308537.2
ARTICLE VI-INDEMNITY AND INSURANCE
6.1. Indemnification
Each Party shall indemnify, defend, and hold free and harmless the other
Party and its directors, officers, employees, shareholders, insurers and agents from
and against any and all loss or liability for third party claims that occur or arise as
a result of any gross negligence of such Party, its directors, officers, employees,
and agents in performing any and all services rendered pursuant to this Agreement
provided, however, such Party's obligation to defend, indemnify, and hold free
and harmless shall not arise as a result of that portion of any claim that may occur
as a result of the other Party's gross negligence. The Parties understand and agree
that Bank shall be free of any indemnity obligation so long as Bank materially
complies with the terms of this Agreement and the Deposit Account Agreement
governing the account(s) at issue.
Neither OCSD nor Bank shall be responsible,under any circumstances,
for any punitive,consequential or indirect damages which are incurred in
connection with this Agreement or the Services,even if the Parties are aware of
the possible for such damages.
6.2. Insurance
During the term of this Agreement, Bank at its sole cost and expense,
shall carry and maintain the following insurance coverage:
A. Employee Dishonesty Insurance or Fidelity Bond. Coverage in an
amount not less than$15,000,000.00.
B. Standard Industry Form Comprehensive General Liability
Insurance. Coverage in an amount not less than two million dollars
($2,000,000.00)per claim or occurrence, which commercial general liability
policy shall name the Orange County Sanitation District as an additional insured.
C. Standard industry form professional liability insurance coverage
in an amount not less than two million dollars ($2,000,000.00)per claim or
occurrence.
D. Increased Insurance. In the event claims by others than OCSD
reduce the available coverage and policy limits, OCSD may request Bank to
obtain additional insurance in amounts that are standard in the industry for a firm
of Bank's size and volume. In the event of Bank's failure to do so,OCSD may
exercise their rights to terminate this Agreement.
E. Insurer Rating. Insurers must have an "A-"Policyholder's
Rating, or better,and Financial Rating of at least Class VII, in accordance with
the most current A.M. Best's Guide Rating.
F. Insurance Certificates. Bank shall provide to OCSD a certificate
S
1308557.2
or certificates of insurance in a form acceptable to OCSD indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates at expiration of each policy term.
G. Notice of Cancellation/Termination of Insurance. The above
policy/policies of insurance shall not terminate, nor shall they be canceled, nor
the coverage reduced,until after thirty(30) days' written notice is given to
OCSD,except that ten (10)days' notice shall be given if there is a cancellation
due to failure to pay a premium.
ARTICLE VII - MISCELLANEOUS
7.1. Enforcement of Agreement
This Agreement shall be construed and interpreted as to both validity and
performance of the Parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County
of Orange,State of California, or any other appropriate court in such county, and
Bank covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
7.2. DisnuteS
In the event of any dispute arising under this Agreement, the injured
Party shall notify the injuring Party in writing of its contentions by submitting a
written claim therefore. The injured Party shall continue perfornung its
obligations hereunder so long as the injuring Party cures any default within thirty
(30)days after service of said notice, or if the cure of the default is commenced
within thirty (30)days of said notice and is cured within a reasonable time after
commencement,provided that if the default is an immediate danger to the health,
safety, and general welfare,either Party may take immediate action under
Section 7.5. Compliance with the provisions of this Section shall be a condition
precedent to any legal action, and such compliance shall not be a waiver of either
Party's right to take legal action in the event that the dispute is not cured
7.3. Waiver
No delay or omission in the exercise of any right or remedy of a
nondefaulting Party on any default shall impair such right or remedy or be
construed as a waiver. OCSD's consent or approval of any act by Bank
requiring OCSD's consent or approval shall not be deemed to waive or render
unnecessary OCSD's consent to or approval of any subsequent act of Bank. Any
waiver by either Party of any default must be in writing and shall not be a waiver
of any other default concerning the same or any other provision of this
Agreement.
6
1308557.2
7.4. Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be
exclusive in this Agreement,the rights and remedies of the Parties are
cumulative and the exercise by either Party of one or more of such rights or
remedies shall not preclude the exercise by it,at the same or different times,of
any other rights or remedies for the same default or any other default by the other
Parry.
7.5. Attorney's Fees
If either Party commences an action or proceeding against the other Party
arising out of or in connection with this Agreement,the prevailing Party shall be
entitled to recover reasonable attorney's fees and costs of suit from the losing
Party.
7.6. Integration
This Agreement represents the entire understanding of OCSD and Bank.
No prior oral or written understanding shall be of any force or effect with respect
to those matters covered in the Agreement. This Agreement may not be altered,
amended, or modified except in writing by both Parties hereto.
7.7. Amendment
I
This Agreement may be amended at any time by the written mutual
consent of both Parties. No amendment shall be effective unless written and
signed by the Parties.
7.8. Agreement Supersedes Other Documents
To the extent that then: is any conflict between this Agreement and any
other relevant documents associated with Bank providing banking services to
OCSD,the terms of this Agreement shall prevail. Notwithstanding this
provision, the Parties agree that Section 6.1 hereof shall prevail as to this and all
agreements incorporated herein by reference.
7.9. Corporate Authority
The persons executing this Agreement on behalf of the Parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said
Parties and that by doing so,the Parties hereto are formally bound to the
provisions of this Agreement.
Remainder of page intentionally left blank, signature page to follow.
7
1308557.2
7.10. Confidential Information
Bank shall maintain the strictest confidence regarding the business affairs
of this Account. Written reports furnished by Bank to OCSD shall be treated by
Bank as confidential and for the sole use and benefit of OCSD. Disclosure of
said reports shall be made as required by applicable law.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed with all of the formalities required by law on the
respective dates set forth opposite their signatures.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
James D.Herberg
Title: General Manager
Dated: Attest:
By:
Kelly Lore
Title: Clerk of the Board
Dated: Approved as to Form:
By:
Bradley R.Hogin
Title: General Counsel
BANC OF CALIFORNIA,NATIONAL ASSOCIATION
Dated: F21 1 By:
Name: Veronica Villasenor
Title: Senior Director
B
13085571
WAIVER OF SECURITY
TO WHOM IT MAY CONCERN,
Pursuant to Section 53653 of the Government Code of the State of California, a treasurer may, at
his/her discretion,waive security for such portion of any deposits insured pursuant to federal law.
WHEREAS, deposits of commercial banks are insured to the amount established by the Federal
Deposit Insurance Corporation("FDIC'j (as the same may change from time to time) and are backed by
the full faith and credit of the United States Government.
WHEREAS, it is to the advantage of Banc of California,N.A., a financial institution,to increase
the amount of its available collateral to secure the deposits of public accounts, and in so doing, without
increasing the risk of the deposits of such public accounts.
NOW,THEREFORE,the authorized agent of a public
institution,hereby agrees to waive the security required by Section 53652 of the Government Code of the
State of California by Banc of California, N.A., the depositary institution, equal to the amount of
insurance provided by the FDIC (as the same may change from time to time). As a condition to the
granting of this Waiver of Security, it is understood that Banc of California, N.A., the above named
depository institution, shall continue to maimain approved collateral security for all public deposits in
excess of the amount of insurance provided by the FDIC, in accordance with Section 53652 of the
Government Code.
I am authorized to waive collateral security equal to the amount of insurance provided by the
FDIC(as the same may change from time to time)for deposits held by Banc of California,N.A.
Dated: Local Apf"cy:
By: /U aA _ w—
Title: t\ we�+Vy
CONTRACT FOR DEPOSIT OF MONEYS
THIS CONTRACT, relating to the deposit of moneys, made as of the day
of 2018, by and between
(hereinafter designated as "Treasurer") acting in his/her official
capacity as (hereinafter designated as "Depositor")
on the one hand, and Banc of California, N.A. (hereinafter designated "Depository Bank") on the
other hand.
WITNESSETH:
WHEREAS, the Treasurer proposes to deposit in the Depository Bank from time to time,
commencing on March 30, 2017 moneys in his/her custody in an aggregate amount on deposit at
any one time not to exceed the total of the shareholders' equity of the Depository Bank, and said
moneys will be deposited subject to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing
with Section 53630)of the Government Code of the State of California; and
WHEREAS, said provisions of the Government Code require the Treasurer to enter into a
contract with the Depository Bank setting forth the conditions upon which said moneys are
deposited; and
WHEREAS, in the judgment of the Treasurer, this contract is to the public advantage;
NOW, THEREFORE, it is agreed between the parties hereto as follows:
I. This contract cancels and supersedes any previous contracts between the Treasurer and
the Depository Bank relating to the method of handling and collateralization of deposits
of moneys.
2. This contract, but not deposits then held hereunder, shall be subject to termination by
the Treasurer or the Depository Bank at any time upon 30 days' written notice.
Deposits may be withdrawn in accordance with the agreement of the parties and
applicable federal and state statutes, rules and regulations. This contract is subject to
modification or termination upon enactment of any statute, rule or regulation, state or
federal, which, in the opinion of the Administrator of Local Agency Security, is
inconsistent herewith, including any change relative to the payment of interest upon
moneys so deposited by the Treasurer.
3. Interest shall accrue on any moneys so deposited as permitted by any act of the
Congress of the United States or by any rule or regulation of any department or agency
of the Federal Government adopted pursuant thereto. I£interest may legally be paid, all
moneys deposited in accordance with this contract shall bear interest at a rate, and on
such terms, as agreed upon by the Treasurer and the Depository Bank. .
4. The Depository Bank shall issue to the Treasurer at the time of each inactive deposit a
receipt on a form agreed to by the Depository Bank and the Treasurer, stating the
interest to be paid, if any, the duration of the deposit, the frequency of interest
payments, and the terns of withdrawal. Each such deposit receipt is by reference made
a part of this contract.
5. As security for said deposit, the Depository Bank shall at all times maintain with the
Agent of Depository Bank named in Paragraph Seven below, commencing forthwith,
eligible securities, as listed in subdivisions (a) to (1), inclusive, and subdivision (n) of
Government Code Section 53651, having a market value at least 10% in excess of the
actual total amount of local agency money on deposit with the Depository Bank.
Notwithstanding the provisions of subdivision(m) of Government Code Section 53651,
no promissory note secured by a lien on real property will be used to secure any
moneys deposited in accordance with this contract unless the Depository Bank is
deemed to be an acceptable investment quality by the County Treasurer/Tax Collector
as prescribed in his Official Investment Policy. If a promissory note is secured by a lien
on real property, it must have a market value at least 50% in excess of the actual total
amount of local agency money on deposit with the Depository Bank. If any eligible
security is determined by the Administrator of Local Agency Security of the State of
California in accordance with the Government Code Section 53661 to be not qualified
to secure public deposits, additional security shall be substituted immediately by the
Depository Bank, as necessary,to comply with the requirements of this Paragraph.
6. Eligible securities are those listed in Government Code Section 53651.
7. The Agent of Depository Bank, authorized by the Treasurer and the Depository to hold
the eligible securities posted as collateral under this contract is TIB Dallas, The
Independent Bankers' Bank (hereinafter designated as "Agent of Depository Bank").
Said Agent of Depository Bank has filed with the Administrator of Local Agency
Security of the State of California an agreement to comply in all respect with the
provisions of Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with
Sections 53630) of the Government Code. A copy of this agreement is available upon
request.
8. Authority for placement of securities for safekeeping in accordance with Government
Code Section 53659 is hereby granted to the Agent of Depository Bank, including
placement with any Federal Reserve Banks or branches thereof, and the following
banks, other than the Depository Bank, located in cities designated as reserve cities by
the Board of Governors of the Federal Reserve System:
9. If the Depository Bank fails to pay all or part of any deposits of the Treasurer which are
subject to this contract when ordered to do so in accordance with the terms of
withdrawal set forth on the deposit receipt (which is by reference made a part hereof),
the Treasurer will immediately notify, in writing, the Administrator of Local Agency
Security. Action of the Administrator in converting the collateral required by Paragraph
5 above for the benefit of the Treasurer is governed by Government Code Section
53665.
10. The Depository Bank may add, substitute or withdraw eligible securities being used as
security for deposits made hereunder in accordance with Government Code Section
53654,provided the requirements of Paragraph 5 above are met.
11. The Depository Bank shall have and hereby reserves the right to collect the interest on
the securities, except in cases where the securities are liable to sale or are sold or
converted in accordance with the provisions of Government Code Section 53665.
12. The Depository Bank shall bear and pay the expenses of transportation to and from the
Treasurer's office of moneys so deposited and the expense of transportation of eligible
securities maintained as collateral to and from the designated Agent of Depository
Bank. The Depository Bank shall also handle, collect and pay all checks, drafts and
other exchange without cost to Depositor.
13. This Contract, the parties hereto, and all deposits governed by this contract shall be
subject in all respects to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing
with Section 53630) of the Government Code, and all other state and federal laws,
statutes, rules and regulations applicable to such deposits, whether now in force or
hereafter enacted or promulgated,all of which are by this reference made a part hereof.
14. Unless contradicted by the terms of this Contract, the Depository Bank's standard
deposit account agreements will govern the parties' relationship.
IN WITNESS WHEREOF, the Treasurer in his official capacity has signed this contract in
duplicate and the Depository Bank has caused this contract to be executed in like number by
its duly authorized officers.
TREASURER: DEPOSITORY:
Banc of Cali N. A.
By By
Te n sle,SVP Corporate Treasurer
Banc of California,N. A.
�9
By�WAA.flZt'/f
Veronica Villasenor, Senior Director,
Senior Relationship Manager
Banc of California,N. A.
N` SANI iq T
� � N
9
,a
F e�
Ng THE E \
REQUEST FOR PROPOSALS (RFP)
GENERAL BANKING SERVICES
Orange County Sanitation District, California
Administrative Services Department
Financial Management Division
10844 Ellis Avenue,
Fountain Valley, CA 92708-7018
(714)593-7570
JULY 18, 2017
(Proposals due August 18, 2017)
GENERAL BANKING SERVICES Orange County Sanitation Distract Page 2 of 12
INTRODUCTION
The Orange County Sanitation District (District)desires to solicit qualified proposals for
General Banking Services in accordance with this Request for Proposal (RFP). This RFP is
issued by the ORANGE COUNTY SANITATION DISTRICT, ORANGE COUNTY,
CALIFORNIA (the District)which is seeking a qualified financial institution to provide general
banking services for daily bank deposits and meeting its accounts payable and payroll
obligations.
BAGKGROUND AND GENERAL INFORMATION
Overview of organization — The District operates the third largest wastewater agency west
of the Mississippi River servicing a population of 2.6 million. For over 60 years, the District has
safely collected, treated, and disposed of and/or reclaimed the wastewater generated by
people living and working in central and northwestern Orange County, California.
Each day the District treats approximately 200 million gallons of wastewater, enough water to
fill Anaheim stadium over two and a quarter times. About 80 percent of the wastewater comes
from homes—sinks, toilets, showers, laundry, and dishwashers. The rest comes from
businesses—retail stores, restaurants, manufacturers, hotels, offices, and other industries.
The District is an independent special district governed by a 25 member board of directors of
public officials from its member cities, agencies and the County of Orange, California.
A professional staff of more than 600 employees manages the day-to-day activities of the
District. The District's infrastructure includes 396 miles of sewer pipes, located throughout the
county, and two treatment plants—one in Fountain Valley, CA and the other in Huntington
Beach, CA—where wastewater is treated in accordance with strict state and federal
standards.
District employees are on duty protecting health and the environment by ensuring the sewer
system efficiently operates 24 hours a day, seven days a week, and 365 days a year.
Investment management is a part of the District's long-range financial management process.
A ten-year cash flow forecast has been developed and was instrumental in projecting future
revenues and expenditures, and facilitating current resource allocation decisions. In addition,
the District's capital facilities plan will continue to guide the ten-year capital program, as
explained below.
Economic Outlook—The District maintains a healthy financial position, with current and
forecasted reserves expected to meet or exceed its reserve policy over the next ten years,
with each annual year-end balance exceeding $590 million. The District's largest revenue
source, sewer service user fees, are nearly 73 percent of total revenues and are expected to
generate over$323 million in fiscal year 2017-18, as the District is now in its final year of a
Board approved five-year rate increase that has averaged approximately 1.5 percent for each
year over the last five years. Property taxes, the second largest revenue source at 21 percent
or$94 million in fiscal year 2017-18. The District's current capital improvement program is
adequately provided for through a mix of capital reserves and annual revenues as no new
money debt issuances are forecasted over the next ten years.
The District has made great strides in managing its unfunded liabilities accrued from prior
GENERAL BANKING SERVICES Orange County Sanitation Distract Page 3 of 12
years. The unfunded actuarially accrued liability of employee pension obligations provided by
OCERS (Orange County Employees Retirement System) rose to a high of$200 million prior
to completely paying off this liability by the District over the past three fiscal years.
In the bond markets, the District's name is recognized as a high credit municipal entity given
both the District's financial strength and solid financial management. Because the District's
bonds are highly sought by investors and are fairly competitive in the marketplace, it has been
able to issue debt at reasonably attractive rates. Although only debt refundings were issued in
the past fiscal year, Moody's, Standard & Poor's Ratings Services and Fitch Rating agency
have all reaffirmed OCSD's AAA issuer credit rating in January 2017.
Projected Reserves—A detailed description of the District's accumulated funds and reserve
policy can be found within the District's Approved Budget for Fiscal Year 2016-17 and 2017-
18 starting on Section 4— Page 14 and 15 (hftu/www.,dtdn/Home/Sho ,,ument1Id=18679)and the ten-
year cash flow projections for cash and investment reserves can be found in the District's
Approved Budget Update for Fiscal Year 2017-18, Appendix A-2 and A-3
( )
GENERAL BANKING SERVICES Orange County Sanitation Distract Page 4 of 12
1. REQUEST FOR PROPOSAL (RFP) SUBMITTAL
General Banking Services
Submittal Information
Orange County Sanitation District(District)of Orange County, California,will receive proposals
until August 18, 2017. Proposals must be submitted in accordance with all provisions of the
specifications.
ATTENTION PROPOSERS
General Provisions, page 4
Contract Provisions, page 6
Proposal Format and Content, page 8
Evaluation of Proposals, page 12
Attachment A: Scope of Work
Attachment B: Fee Schedule
Attachment C: Non-Collusion Affidavit
Attachment D: Acknowledgement of Insurance
Attachment E: Reference Sheet
2. GENERAL PROVISIONS
The following general proposal provisions, contract provisions, technical specifications, all
attachments, and Terms& Conditions provided herein shall apply to all proposals.
2.1 Proposal Validity- Proposals submitted hereunder shall be valid for a period of not
less than 90 calendar days from the date of submittal.
2.2 Preparation Costs—All costs incurred in the preparation, submission and/or
presentation of any proposal responding to this Request for Proposal package,
including, but not limited to prospective proposer's travel and personal expenses shall
be the sole responsibility of the proposer and shall not be reimbursed by the District.
The District shall not pay for any costs incurred for proposal preparation as a result of
termination of this Request for Proposal or termination of the contract resulting from
this proposal.
2.3 Lepal Issue/Conflict of Interest— Proposals will provide the following disclosures:
2.3.1 Violations of federal, state, or local regulations/laws within the past three (3)
years.
2.3.2 Pending or current litigation.
2.3.3 Arrangements with other firms that could pose a conflict of interest.
2.3.4 If none of the above apply, a statement to that effect.
GENERAL BANKING SERVICES Orange County Sanitation Distrid Page 5of 12
2.4 Disaualification of Proposals—More than one proposal from any person, firm,
partnership, corporation or association under the same or different names will not be
accepted and any reasonable grounds for believing that any person, firm, partnership,
corporation or association has a legal interest in more than one proposal will be
cause for rejecting all proposals in which such person,firm, partnership, corporation
or association has an interest. Apparent collusion among the Proposers will likewise
be sufficient cause for rejecting any or all proposals, and the participants in such
collusion may be barred or disqualified from submitting future proposals to the
District.
Proposals in which the prices obviously are inconsistent may be rejected. The
wording of the proposals shall not be changed. Any additions, conditions, limitations,
or provisions inserted by the Proposer will render the proposal irregular and may
cause its rejection. The District reserves the right to reject any and all proposals,
extend deadlines, and enter into negotiations with any Proposer.
2.5 Submission of Proposals—All proposals and required forms must be submitted to
the OCSD Controller by August 18, 2017. A proposing bank must follow the
instructions for preparing the proposal in the prescribed format. Section tabs (A
through Y)as listed in the Scope of Work must be used in a three-ring binder, with
the responses following the same order of the RFP. Each question in the RFP should
be repeated with the bank's response following. Do not include any extraneous
marketing materials or change the proposal format or the Bid Form. The size of the
print font used must be 11 or greater.
For questions or additional information, please contact the OCSD Controller,
preferably by email:
Michael D. White
Controller
(714) 593-7570
mwhite(cbocsd.com
2.6 Estimated Schedule
July 18, 2017.............................................................. RFP Issued
July 28, 2017..................... Deadline for Receipt of Written Inquiries
August 4, 2017................ Addendum Issued to Prospective Bidders
August 18, 2017................................................ Proposal Due Date
August or September 2017......................... Bank Finalist Interviews
September 2017...................................... Selection and Notification
First Quarter 2018.......................................... New Contract Begins
2.7 Confidential Information—The District will use its best efforts to inform the Bidder of
any request for any financial records or documents marked "Trade Secret",
"Confidential" or"Proprietary" provided by the Bidder to the District. The District will
not advise as to the nature or content of documents entitled to protection from
disclosure under the California Public Records Act.
GENERAL BANKING SERVICES Orange County Sanitation Distrid Page 6of 12
The District will not be held liable for any damage or injury which may result from any
disclosure of information provided by Proposer. In submitting a Proposal, the
Proposer agrees to indemnify, defend, assume, and pay for all costs incurred by the
District including, but not limited to, attorneys'fees awarded by the court, if the
Proposer asserts that information provided by Proposer is confidential information,
and in reliance upon Proposer's affidavit, the District does not disclose material
provided to the District by the Proposer.
Proposer shall provide with the proposal all qualifications related to the execution of
the Scope of Work/Technical Specifications (Attachment A).
3. CONTRACT PROVISIONS
3.1. Contract—The District will require the Awarded Service Provider to enter into a
Purchase Order binding all the terms, conditions and provisions of the RFP, including
Scope of Work/Technical Specifications, the Proposal and associated documents.
3.2. Assignment of Contract-This Contract will not be assigned to another Service
Provider without prior written authorization of the District.
3.3. Award of Proposal—Award will be made to the Proposer offering the most
advantageous proposal after consideration of all Evaluation Criteria set forth in
Section 6 herein. OCSD shall not be obligated to accept the lowest priced proposal,
but will make an award based on the best interests of the District after all factors have
been evaluated. Best interest will be determined by an evaluation panel who will be
making an award recommendation.
3.4. Award Recommendation—An Award Recommendation may be sent to any
Proposer selected. Award is contingent upon the successful negotiation of final
contract terms. Negotiations shall be confidential and shall not be subject to
disclosure to competing Proposers unless a final agreement is reached. If contract
negotiations cannot be concluded successfully, the District may negotiate a contract
with the next highest scoring Proposer or withdraw the RFP.
3.5. Award Selection Process—Selection of qualified Proposers will be based on the
evaluation criteria outlined in Section 5. Additional questions may be asked of
Proposers and interviews may be conducted. Proposers will be notified of any
additional required information, follow-up or interviews after the written proposals
have been evaluated.
Discussions may be conducted with the most qualified bidders for the purpose of
clarification to assure full understanding of, and conformance to, the solicitation
requirements. Revisions may be permitted after submissions, and prior to award, for
the purpose of obtaining best and final offers. The committee will rank the semi-
finalists and will be responsible for negotiating a firm contract price with the highest
ranked respondent. If no agreement can be reached, negotiations may begin with the
next ranked respondent.
The Proposer selected will enter into a purchase order contract with the District.
GENERAL BANKING SERVICES orange County Sanitation Distnd Page 7of 12
3.6 No Commitment to Award — Issuance of this RFP and receipt of proposals does not
commit OCSD to award a contract. The District expressly reserves the right to
postpone proposal opening for its own convenience, to accept or reject any and /or
all proposals received in response to this RFP, to negotiate with more than one
Proposer concurrently, or to cancel all or part of this RFP.
3.7. Contract Term—The goods/services provided under this agreement shall be
completed as outlined in the Scope of Work/Technical Specifications attached
hereto as Attachment A. Service Provider shall provide Services under this
agreement commencing on the contract start date and shall continue said Services
for the period of five (5)years.
3.8. Renewal of Contract—The District may exercise the option to renew this agreement
for up to five (5) years based upon the criteria set forth in these specifications if
mutually acceptable Contract terms can be negotiated.
3.9. Fees—The Fee Schedule Proposal for banking services shall remain firm during the
contract period. Proposals should include all costs associated with providing the
services described Tab Q of the Scope of Work and with the completion and submittal
of the Banking Services Bid Form (Attachment B) as identified as a deliverable exhibit
within Tab U of the Scope of Work.
3.10 California Law—The Contract with the Awarded Service Provider shall be governed
by the laws of the State of California.
3.11 Termination—The District reserves the right to terminate the Contract, in whole or in
part, without cause, at any time, by written notice to Service Provider. Such notice of
termination shall terminate the Contract and release the District from any further fee,
cost or claim by Service Provider other than for work performed to the date of
termination. Upon receipt of a termination notice, Service Provider shall immediately
discontinue all work under the Contract (unless the notice directs otherwise). The
District shall thereafter, within thirty(30) days, pay Service Provider for work
performed (cost and fee) up to the date of termination.
3.12 Payment & Invoicing — Payment will be made for services and deliverables on a
monthly basis after delivery and acceptance of work product. The District, at its sole
discretion, shall be the determining party as to whether all work has been
satisfactorily completed.
The District shall pay, Net 30 days, upon receipt of itemized invoices, submitted in
duplicate, in a form acceptable to the District to enable audit of the charges thereon.
The Awarded Service Provider will mail the invoices to:
Orange County Sanitation District
Attention: Accounts Payable
10844 Ellis Avenue,
Fountain Valley, CA 92708-7018
or via email to APStaff@ocsd.com.
GENERAL BANKING SERVICES Orange County Sanitation Distrid Page 8of 12
3.13 Pre-Contractual Expenses — Pre-contractual expenses are defined as expenses
incurred by the Proposer in: (1) preparing its proposal in response to this RFP; (2)
submitting that proposal to the District; (3) negotiating with the District any matter
related to this RFP, including a possible contract; or(4)engaging in any other activity
prior to the effective date of award, if any, of a contract resulting from this RFP. The
District shall not, under any circumstance, be liable for any pre-contractual expenses
incurred by Proposers, and Proposers shall not include any such expenses as part of
their proposals.
3.14 Work Hours—Unless otherwise noted in Attachment A, Scope of Work/Technical
Specifications, the Awarded Service Provider will schedule work through the District's
Project Manager. Service Provider will not come on site unannounced. All work shall
be scheduled Monday through Friday, between 0630 and 1600 hours. The District
will not pay travel time.
3.15 Insurance - Service Provider must meet all insurance requirements as outlined in
Attachment D, the Acknowledgement of Insurance Requirements and Certification of
Ability to Provide Coverage's Specified affidavit, which must be executed and
submitted with the proposal. Certificate of Insurance must only be completed by the
Awarded Service Provider.
3.16 Riaht to Review Services. Facilities. and Records—The District reserves the right
to review any portion of the services performed by the Service Provider under this
Contract, and the Service Provider agrees to cooperate to the fullest extent possible.
The Service Provider shall furnish to the District such reports, statistical data, and
other information pertaining to the Service Provider's services as shall be reasonably
required by the District to carry out its rights and responsibilities under its Contracts
with its bondholders or note holders and any other Contract relating to the
development of the project(s) and in connection with the issuance of its official
statements and other prospectuses with respect to the offering, sale, and issuance of
its bond and other obligations.
The right of the District to review or approve drawings, specifications, procedures,
instructions, reports, test results, calculations, schedules, or other data that are
developed by the Service Provider shall not relieve the Service Provider of any
obligation set forth herein.
3.17 Indeoendent Contractor— It is further understood that the Service Provider, and its
employees, in performing this contract operates as an independent contractor and
not as an employee or agent of the District.
3.18 Staff Assistance—Contractor will be provided with the name and contact
information of the Project Coordinator at the start of the contract. Upon award of
contract, questions regarding the scope of work, scheduling, etc. for this project
should be addressed to the Project Coordinator.
4. PROPOSAL FORMAT AND CONTENT
4.1 Proposals will not exceed the number of pages for each section tab as indicated within
the Scope of Work, including any graphics and/or attachments, and be submitted in an
GENERAL BANKING SERVICES Orange County Sanitation Distract Page 9 of 12
original and three copies. The original must be clearly marked and contain original
signatures. Failure to clearly mark the original and provide original signatures may
result in a proposal being found non-responsive and given no consideration.
4.2 Proposers must follow the formal and numbering sequences outlined in the Scope of
Work and provide all information requested.
4.3 Proposals shall be submitted, using either a PDF document or MSWord document.
Please do not include any unnecessarily elaborate or promotional material.
5. EVALUATION OF PROPOSALS
An evaluation panel will review all proposals submitted and select the top proposals.
These top firms may then be invited to make a presentation to the evaluation panel at
the District offices in Fountain Valley, California, at no cost to the District. The District
may request Best and Final offers. Based on the presentation and Best and Final
offers, if requested, the panel will select the proposal that best fulfills the District's
requirements. The District will negotiate with that firm to determine final pricing and
contract form. There will be no public opening and reading of bids. Overall
responsiveness to Proposals will be evaluated on the basis of:
5.1 Financial strength of bank and ability to protect and collateralize deposits.
5.2 Ability to meet minimum required service levels and offer required bank products.
5.3 Responsiveness to the Request for Proposal process and general provisions, and
understanding of the scope of work as evidenced by the services offered in the
proposals, presentations, and ability/willingness to sign a District contract.
5.4 Quality of references and overall experience with public agencies
5.5 Qualifications and strength of the relationship management team.
5.6 Fees, or overall cost to the District and ability to guarantee pricing for contract period.
5.7 Ability to offer product and service enhancements.
5.8 Location of bank offices.
ATTACHMENT
SCOPE OF WORK
GENERAL BANKING SERVICES
The District currently maintains two bank accounts:
• General Operating Account- Used for general disbursements by check, ACH, or wire;
used to fund District's bi-weekly payroll primarily by ACH.
• Workers' Compensation Account- Used to fund workers' compensation claims
managed by a third-party workers' compensation administrator.
The District utilizes general banking services, full account reconcilement, positive pay,
electronic fraud protection, online tax payments, electronic remote deposit, online wires, and
online stop payment placement. Cleared checks are available online. Online reporting includes
prior day transactions, intraday transactions and monthly bank statements. Compensating
balances and a daily sweep account are utilized.
Request For Proposal Specifications and Questionnaire
A proposing bank must follow the instructions for preparing the proposal in the prescribed
format. Section tabs (A through X) must be used in a three-ring binder, with the responses
following the same order of the RFP. Each question in the RFP should be repeated with the
bank's response following. Do not include any extraneous marketing materials or change the
proposal format or the Bid Form. The size of the print font used must be 11 or greater.
Tab A - Table of Contents: (One page maximum.) Table of Contents following the RFP
format.
Tab B- Transmittal Letter: (One page maximum.) Bank shall submit a one page letter of
transmittal which describes the main features of the proposal and be signed by an authorized
bank officer.
The Letter of Offer shall be addressed to Michael White, Controller and must, at a minimum,
contain the following:
1. Identification of Proposer, including name, address, and telephone number.
2. Proposed working relationship between Proposer and subcontractors, if applicable.
3. Name, title, address, and telephone number of contact person during period of
proposal evaluation.
4. A statement to the effect that the proposal shall remain valid for a period of not less
than 90 calendar days from the date of submittal.
5. Signature and Title of a person authorized to bind Proposer to the terms of the
proposal.
Tab C-Bank Profile: (Two page maximum in addition to copies of audited financial
statements and bank rating report within Financial Strength section below.) Please respond to
the following sections:
Qualifications—To be considered for selection, proposing banks must meet certain
minimum qualifications. Financial institution must be a Federal or State charted banking
institution as defined in California Government Code; must be a depository of public
funds pursuant to California Government Code Section 53648; must have at least a
'.satisfactory" rating from a nationally recognized bank rating service; and must have a
dedicated government services unit.
Bank Overview—Provide a general overview of the bank's operations, customer base,
and fundamental management philosophy. Identify the primary office or branch that the
District will be assigned to and where its primary banking business will be conducted.
Financial Strength— Provide a summary of the bank's current financial performance to
include the level of exposure to high-risk mortgages and other loans, bank profitability
and capitalization, and any recent or planned mergers, acquisitions, or major
restructuring. Provide key measures of the bank's financial strength, including ratings
from nationally recognized rating service(s) and bank rating service(s). Include one copy
of the bank's most recent audited financial statement and one copy of the bank's rating
from a nationally recognized bank rating service that includes ratings as a long-term
issuer, short-term/commercial paper, subordinate debt, and Certificates of Deposit.
Experience—Detail the bank's direct experience in servicing public sector clients,
including the number of public agency clients in California, the dollar amount of public
funds on deposit in California, and the bank's knowledge of and the ability to adhere to
the California Government Code and other applicable laws.
Tab D—References: (Complete the Reference Sheet provided within Attachment E, one
sheet for each reference). The Proposer shall provide the names, addresses, telephone and
fax numbers and email for five (5) municipal customers that are of similar size and scope of
service utilization as the District that the Proposer has provided a similar service to within the
past five (5) years.
Tab E- Customer Service: (One page maximum.) The level of customer service provided to
the District for its banking needs is an important consideration. The District would prefer one
primary bank contact person to handle its day-to-day banking activities.
1. Describe the bank's customer service strategy, to include problem resolution, turnaround
times, and ongoing maintenance for governmental clients.
2. Specify whom the District will be calling for day-to-day banking and treasury
management issues.
3. Provide a short bio on the key bank personnel who would be responsible for the
District's accounts.
Tab F- Demand Deposit Accounts: (One page maximum.)The District currently uses two
(2) checking accounts: 1)the General Account, primarily for payroll and accounts payable
disbursements; and 2)the Workers' Compensation Imprest Account for processing claims by
the workers' compensation third-party administrator.
1. How many days after statement cut-off will the District receive its mailed and electronic
bank statements?
2. How many days after month-end will the District receive its mailed and on-line Account
Analysis statements?
3. Is the account maintenance fee affected by whether the District chooses electronic or
mailed bank statements?
Tab G- Collateralization of Deposits: (One page maximum plus sample Contract for
Deposit of Moneys.)The bank is required to collateralize public funds deposits under the
California Government Code, Sections 53651 and 53652. Copies of the reports filed with the
State of California shall be made available to the District upon request.
1. What types of securities are used as collateral? Can clients select the type of collateral
used?
2. Which bank department is responsible for tracking deposits, monitoring collateral, and
filing reports?
3. What is the bank's current level ($ amount)of public funds deposits and the related
collateral in California?
Tab H-Depository Services: (Two page maximum) The District currently deposits
approximately 300 checks a month via remote deposit services (RDC) (Check 21 Services)
using a Panini Vision X scanner.
1. Describe the maximum clearing schedule for SAME DAY(items on the depository bank,
wire transfers, ACH deposits, etc.), SECOND DAY, and MORE DA Ys funds availability.
2. Verify that any discrepancy in deposits can be brought to the District's attention on the
same day as the discrepancy if found and will be followed up in writing within 72 hours.
3. Describe the bank's RDC (i.e., Check 21 services) including policies and procedures as
well as the associated fees.
4. What is the document retention requirements within the bank's RDC program?
5. Are your RDC processes through in-house or are any or all of the functions delivered
through a third-party contractor?
6. Provide a brief description and general workflow of your remote deposit service
capabilities?
7. Does RDC allow for multiple deposits in a single day into different sub-accounts?
8. Is there a limit on the number of checks that can be contained in a single deposit?If so,
describe.
9. What is the standard deadline for same-day ledger credit of funds?Are later deadlines
available?If so, are there any fees associated with the later deadlines?
10. Is your funds available schedule for remote deposited items different than the standard
depository schedule?
11. Does your service allow the District to create deposits offline and transmit them at a later
time?
12. How are duplicate items identified and for what period of time does the remote deposit
service retain the images to detect duplicates?Briefly describe.
13. Is the District's Panini Vision X scanner compatible with your RDC system?If not, what
equipment would you recommend and what is the price for this system?
14. Can checks be automatically endorsed with the bank's RDC service?
15. Describe your demand deposit account stop payment services. Through what channels
can a stop payment be initiated?How are stop payments confirmed?How long are stop
payments actively enforced in the bank's records? Can the stop payment timeframe be
extended?
16. Describe the methods (e.g., web based, manually) the bank offers to place stop
payments. What is the deadline for the same day action?
17. Provide information on the bank's returned item handling and notification procedures.
Describe the bank's return procedures for non-sufficient funds(NSF) checks. Will the
bank be able to full the District's requirement that all returned deposit items be re-
deposited at least once?How and when is the District notified of the NSF check?
18. Provide online access for deposit reconciliation including images of deposited items.
19. Provide online and email notifications of deposit issues within 24 hours.
Tab 1—Paper Disbursement and Positive Pay Services: (Two pages maximum.) Through its
general account, the District issues approximately 1,000 Accounts Payable and Payroll checks
monthly and uses Payee Positive Pay. Positive pay data is transmitted to the bank with each
check run. The District reviews daily positive pay exceptions online. The District is notified of
exceptions through the online positive pay report and the positive pay exceptions are paid by
default if the District takes no action. The District receives approximately one exception each
month.
1. Please describe the bank's Positive Pay services.
2. Does the bank offer Teller Positive Pay and Payee Verification?If so, please describe
the services and provide the bank's positive pay specifications.
3. How are exception items under Positive Pay reported to clients? What is the procedure
and timeline for paying or returning exception items?
4. How is manual check information sent to the bank for inclusion in Positive Pay?
5. Does the bank provide on-line check imaging services?If so, please describe.
6. Describe the bank's check truncation service including the option to view images online,
and how soon after a check has been cashed the image is available.
7. Describe the bank's method for the placement of stop payment orders. Can the request
be made online, and if so, is the confirmation immediate?How long do stop payment
orders remain in effect? What is the cost for making stop payments?
8. Please describe the bank's stale dating service. Will the bank agree to not honor checks
that have been outstanding for six months or more? Is there a cost for reviewing and
returning stale dated checks?How does the bank compensate for checks that are
cashed after a stop is placed or is stale dated, and how long does it take for the bank to
reimburse?
Tab J—Full Account Reconcilement(One page maximum plus copies of any report
examples.) The District utilizes full account reconcilement for the operating account. The bank's
reconcilement file is downloaded at the month end to the District's accounting system. The
District also accesses its bank accounts online by the third business day of the following month.
1. Describe the bank's full reconcilement service. What standard monthly reports are
provided? What optional reports are offered Provide an example of a standard and
optional reports.
2. How soon after the end of the month can the District download the monthly statements?
What file formats are available?
3. Describe how the cleared check file is accessed by the District. What formats are
available?
Tab K-LAIF Transfers/State Activity: (One page maximum.) The District maintains a Local
Agency Investment Fund(LAIF) account, and funds are transferred on a regular basis.
1. Is the bank an approved State of California depository?
2. Does the bank have an office in Sacramento that maintains a direct banking relationship
with the State Treasurer's Office and the State Controller's Office?
3. What is the charge per transfer to and from LAIF?
4. Detail the bank's LAIF transfer process. How is the accuracy of the transfers assured?
Tab L - Wire Transfers: (One page maximum.) The District currently initiates wire transfers on-
line, approximately 10 repetitive outgoing wires a month and receiving approximately 1 incoming
wire a month. The District has the ability to initiate wires online, save recurring templates, and
store future dated wires.
1. Please describe the bank's on-line wire transfer service capabilities including the ability
to create and store repetitive wire templates and to create future-dated wires. Is the
service Internet-based? What is the cut-off time for initiating wire transfers to ensure
same-day execution?Are there daily limits on wire transfers?
2. Please describe the bank's contingency plans for wire transfers in the event of a system
failure. Is there a backup process if internetitransmission lines are unavailable?
3. What safeguards and security measures does the bank have in place to prevent
unauthorized use?
4. Can the bank establish a Daylight Overdraft(DOD) line for the District to facilitate wire
transfer activity?
Tab M-Automated Clearinghouse(ACH): (One page maximum.) The District uses ACH for
Direct Deposit of Payroll and wants to consider ACH for vendor payments.
1. Please describe the bank's Automated Clearinghouse (ACH) services and the options
available to the District, including the types of ACH files acceptable to the bank, the cut-
off times for delivery of the file, file limitations for maximum dollar amounts or number of
entries, the type of acknowledgement the bank provides and timeline when a file
transmission is received, the procedure for notifying the District when an outgoing ACH
transmission fails and how soon the notifications will occur, and the timeframe for
making the District whole when a transmission has failed.
2. Does the District have the ability to change, add or delete an item after transmitting the
ACH file to the bank?If yes, describe the procedure and cut-off times.
3. Please describe the bank's contingency plans for ACH transactions in the event of a
system failure. Is there a backup process if internetitransmission lines are unavailable?
4. Please provide suggestions for business resumption in the event that the District is
unable to deliver a payroll ACH file to the bank in a timely manner.
5. What is recommended for ACH vendor payments?Please detail the components and
related costs of the proposed service.
6. Does the bank offer ACH Blocks and ACH Filters?If so, please describe the services
and the related costs.
7. Does the bank offer special banking programs to District employees on Direct Deposit?
If so, please describe
Tab N—Payroll Taxes: (One page maximum.) Bi-weekly, the District processes Federal and
State Payroll Tax by ACH payment through a banking software program that processes and
tracks all tax deposits made.
1. Please describe how the bank provides for Federal and State payroll tax processing
services.
2. How is proof of payment provided(i.e., mail, e-mail, etc.)?
Tab O-Information Reporting: (One page maximum, plus sample reports.) The District
currently accesses on-line prior day and current day balance reporting information.
1. Please describe the bank's on-line information reporting system and security including
the use of passwords, authentication, and/or encryption techniques used to protect
online data.
2. How can reports be custom-tailored for the end-user? Can the reports be exported to
Excel?
3. Can clients obtain current day(intra day) information?Does the bank offer event
messaging and other live communication features?Please describe the services.
4. Is the per item fee for prior day reporting based on the number of items reported or
accessed?
5. Is the per item fee for current day reporting based on the number of items reported or
accessed?
6. How is the assignment of user passwords managed? What other security measures are
in place?
Tab P— Sweep Product (One page maximum.) The District currently uses sweep services in
addition to compensating balances.
1. Please describe any sweep products offered by the bank for the overnight investing of
excess bank balances.
2. Does the bank offer an overnight sweep service for collected balances with automatic
fund transfer?
3. Describe in detail the investment options available under the sweep service, including
the current rate of return. Provide the CUSIP numbers and ticker symbols if applicable.
Tab Q-Bank Compensation: (One page maximum.) The District currently compensates for
bank services through a combination of earnings allowances on deposit balances and direct
fees, with a ledger balance of approximately$406,000 and an available balance of
approximately$88,000. The general account and workers'compensation account are
consolidated for determining fees. In addition, the District utilizes a sweep product for overnight
investing of excess bank balances. The District requires a monthly account analysis statement
with a summary page for all accounts.
1. Does the bank accept compensation in fees, collected balances or a combination of the
two? Is the price schedule the same either way?
2. If collected balances are acceptable as compensation for fees, please provide the
complete formula for calculating the bank's Earnings Credit Rate (ECR). List the bank's
ECR for the 12 months.
3. Are institution service codes and Association for Financial Professionals service codes
included on the account analysis statement? Can the statement be delivered
electronically or accessed online each month? What formats are available?How quickly
is the statement available?
4. Can the bank invoice the District for analysis statement fees?
5. Provide a sample of the bank's account analysis statement as an exhibit.
6. Will the bank guarantee the prices in the proposal for the next five years?
Tab R-Implementation Plan and Costs: (One page maximum.) The District requires a
smooth and low-cost transition to a new bank or enhanced services with its existing bank. In the
event your bank is selected, key bank staff assigned to the District will be required to participate
in an on-site review of the District and its existing banking practices. The bank will be expected
to make a written report to the District on its findings and recommendations and develop a
conversion plan based on the review.
1. How long does a typical conversion take? What factors may alter that time period?
2. Please provide a sample conversion timetable/schedule.
3. Will training be on-site, or will our staff need to attend training at your facilities? If off--site
training is required, where are the training facilities located?
4. Will the conversion be at no cost to the District?If not, what size conversion allowance
(specific dollar amount) will the bank provide to the District?
5. Will the bank take the lead and responsibility for conversion progress, with weekly
updates of progress to District staff?
6. Do you provide written user manuals for all services?How often are manuals updated?
Are user manuals available online?
7. Do you provide on-going training after implementation?Is the training on-site, off-site, or
on-line?
Tab S—Business Continuity: (One page maximum.) Describe the bank's disaster
contingency plan, contacts and backup systems for continued District operations in the event of
a system failure, natural disaster, and/or other emergencies.
1. Is there a backup site?
2. When was the bank's disaster recovery plan last updated and tested?
3. Can the bank provide emergency cash as the District's demand?If so, what are the
limits?
4. Describe any other services that might help the District function with minimal
interruption.
Tab T-Service Enhancements: (Two pages maximum.) Based on the information provided in
the RFP and your bank's knowledge of the public sector, please describe any services or
technological enhancements, not previously mentioned, that should be considered for further
improving the effectiveness of the District's treasury management operations. Please include
the related pricing information.
EXHIBITS TO BE INCLUDED WITHIN THE BANKING SERVICES BID
Tab U: Completed Banking Services Bid Form (Attachment B)
Tab V. Bank's Standard Bank Fee Schedule
Tab W.• Sample Account Analysis Statement
Tab X: Bank's Annual Report for 2016
Tab Y: File Formats for Positive Pay and ACH
ATTACHMENT B
GENERAL BANKING SERVICES - BID FORM
Compensation for Services rendered as listed in "Attachment A—Scope of
Services" and within B3 Work Plan on page 10 of the RFP.
Name of Bank:
Estimated Monthly Volumes
SERVICE DESCRIPTION 1
1. General Cbeckin Account Services
a. DDA Maintenance checks truncated 2
b. Deposit Admin. or FDICper$1000 435 7
c. On-line Account Analysis 2
d. Electronic Credits Received 16
e. Electronic Debits Received 4
f. Bank Statements—Web 2
. NSF Items Paid 5
h. Transfers to LAIF 1
i. Transfers from LAI F 6
Sub-Total
2. Depository Services
a. Remote Deposit Monthly Maintenance 1
b. Deposit Adjustments 1
c. Checks Deposited—Unenooded 50
d. Checks Recleared 2
e. Returned Items 1
f. Branch Deposits 0
Sub-Total
3. Account Recon./Positive Pa
a. Monthly Maintenance 2
b. Per Check Paid 1,000
c. Per Check Reconciled 1,000
d. Exception Item Reported 10
e. Exception Item Imaged 10
f. Exception Item Returned 1
. Check Issue Transmissions 14
h. Per Item Transmitted 1,000
I. Staledate Maintenance 1
I. Staledate Listing per item 55
k. Per Check Image 1,000
I. Stop Payments—PC 2
n. Stop Payments—Tele hone 0
Sub-Total
4. PC Tax Deposits
a. Maintenance 3
b. Federal Tax Payments 2
c. State Tax Payments 4
c. Tax Recei is— Faxed 2
Please do not alter Bid Form. 1 Write in any adjustments required.
SERVICE DESCRIPTION 1
5. Automated Clearin house ACH
a. ACH Maintenance 1
b. Input Transmissions 3
c. ACH Credits 3,760 _
d. ACH NOC- Mailed advice 1
e. ACH Returned Items 1
Sub-Total
6. Information Reporting— Web
a. Prior Day Maintenance 2
b. Prior Day Items Reported/Accessed 750
c. Current Day Maintenance 2
d. Current Day Items Reported /Accessed 300
Sub-Total
7, Wire Transfers- Web
a. Monthly Maintenance 1
b. Out oin Wires— Re etitive 10
c. Outgoing Wire - Non-repetitive 1
d. Incoming Wires 1
e. Template Storage 15
Sub-Total
8. Other Services
a.
b.
c.
Sub-Total
Total Monthly Bank Fees
Other Information
Earnings Credit Rate for August 2017:
Uncollected Funds Rate (%)
Overdraft Rate (%)
Fixed Pricing Guarantee (#years):
Bank Information
Name of Bank:
Name of Contact Bank Officer:
Bank Officer's Tel. Number:
Bank Officer's E-Mail Address:
Signature of Authorized Bank Officer:
Please do not alter Bid Form. 2 Write in any adjustments required.
ATTACHMENT
NON-COLLUSION AFFIDAVIT
GENERAL BANKING SERVICES
This Affidavit To Be Fully Executed
Non-Collusion Affidavit
State Of )
) Ss.
County Of )
Being First Duly Sworn,
Deposes And Says That He Or She Is Of
The Party Making The
Bid, That The Bid Is Not Made In The Interest Of, Or On Behalf Of, Any Undisclosed Person,
Partnership, Company, Association, Organization, Or Corporation; That The Bid Is Genuine And
Not Collusive Or Sham; That The Bidder Has Not Directly Or Indirectly Induced Or Solicited Any
Other Bidder To Put In A False Or Sham Bidder,And Has Not Directly Or Indirectly Colluded,
Conspired, Connived, Or Agreed With Any Bidder Or Anyone Else To Put In A Sham Bid, Or
That Anyone Shall Refrain From Submitting A Bid; That The Bidder Has Not In Any Manner,
Directly Or Indirectly, Sought By Agreement, Communication, Or Conference With Anyone To
Fix The Bid Price Of The Bidder Or Any Other Bidder, Or To Fix Any Overhead, Profit, Or Cost
Element Of The Bid Price, Or Of That Of Any Other Bid, Or To Secure Any Advantage Against
The Public Body Awarding The Contract Of Anyone Interested In The Proposed Contract; That
All Statements Contained In The Bid Are True; And, Further, That The Bidder Has Not, Directly
Or Indirectly, Submitted His Or Her Bid Price Or Any Breakdown Thereof, Or The Contents
Thereof, Or Divulged Information Or Data Relative Thereto, Or Paid, And Will Not Pay Any Fee
To Any Corporation, Partnership, Company Association, Organization, Bid Depository, Or To
Any Member Or Agent Thereof To Effectuate A Collusive Or Sham Bid.
I Declare Under Penalty Of Perjury Under The Laws Of The State Of California That The
Foregoing Is True And Correct
Signature Of: President,
Secretary, Manager,
Owner Or
Representative
Subscribed And Sworn To Before Me
This , Day Of 2015.
Signature Of Notary Public In And For
The County Of
State Of
All Signatures Must Be Witnessed By Notary
Attachment D
ACKNOWLEDGMENT OF INSURANCE
GENERAL BANKING SERVICES
ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS*
AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED
I, the
(President, Secretary, Manager, Owner or Representative)
Of , certify that the Specifications and
(Name of Company, Corporation or Owner)
General Provisions regarding insurance requirements as stated below,for the Purchase Contract designated Specification
No. , have been read and understood and that our firm,as bidder on this project is able to provide and
maintain the coverage as specified below. If the awarded bidder fails to provide said coverage,this shall be sufficient cause
for contract termination. Failure to maintain said coverage shall result in termination of the awarded bidder's contract.
Date:
(Signature of President, Owner or Authorized Company Representative)
Return the signed Acknowledgement to the Buyer handling the bid/RFP.
INSURANCE REQUIREMENTS
'WE STRONGLY RECOMMEND THIS SHEET BE GIVEN TO YOUR INSURANCE AGENT/BROKER IMMEDIATELY TO ENSURE
YOUR FIRM IS ABLE TO COMPLY WITH OUR REQUIREMENTS IN THE EVENT YOUR FIRM IS AWARDED THE CONTRACT
Once you have been awarded the contract,please provide us with a certificate of insurance and supporting
endorsements as described below. The actual endorsements(see Proof of Coverage below for specific form
numbers)must be provided-a statement on an insurance certificate will not be accepted in lieu of the actual
endorsement. We prefer to receive original electronic documents in PDF format via e-mail to
rkleinman(rpocsd.com. Only if you cannot send electronic carts and endorsements will we accept hard copies
sent to Randall Kleinman, Orange County Sanitation District, Div.260, 10844 Ellis Avenue, Fountain Valley,
CA 92708.
Faxed copies are not considered original documents;your insurance is not considered in compliance until all originals are
received.
1. WORKER'S COMPENSATION INSURANCE:
The Vendor shall provide such Workers Compensation Insurance as required by the Labor Code of the State of California,
including Employers Liability Insurance with a minimum limit of$1,000,000.00. Such Worker's Compensation Insurance shall
be endorsed to provide for a waiver of subrogation in favor of OCSD. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless your insurance carrier is State of California Insurance Fund(SCIF
and the endorsement numbers 2570 and 2065 are referenced on the certificate of insurance.
2. GENERAL LIABILITY INSURANCE:
The Vendor shall maintain during the life of this contract, including the period of warranty, Commercial General Liability
Insurance written on an occurrence basis providing the following minimum limits of liability coverage: $1.0 million per
occurrence with$1.0 million aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations,
blanket contractual liability(for this Agreement), products liability/completed operations(including any product manufactured or
assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising
injury, mobile equipment,cross liability and severability of interest clauses.A statement on an insurance certificate will not
be accepted in lieu of the actual additional insured endorsement(s). If requested by OCSD and applicable,XCU
coverage(Explosion, Collapse and Underground)and Riggers Liability must be included in the General Liability policy
and coverage must be reflected on submitted Certificate of Insurance.
3. AUTOMOTIVE/VEHICLE LIABILITY INSURANCE:
The Vendor shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned,
and hired automobiles,trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single
limit of$1.0 million or alternatively,$500,000 per person for bodily injury and $500,000 per accident for property damage. A
statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
4. ERRORS AND OMISSIONS tEBO)and CYBER LIABILITY INSURANCE
If Professional Services will be provided,vendor must maintain Errors and Omissions coverage(professional liability coverage)
in an amount of not less than$1.0 million, per occurrence throughout the tern of this Agreement.
If the Vendor provides services related to information technology,the Vendor must maintain third-party Cyber Liability insurance
with limits of not less than $1.0 million per occurrence covering claims involving technology professional liability, privacy liability
where applicable(including but not limited to loss of OCSD employee information), security liability where applicable(including
but not limited to technology attacks via hackers or viruses, and cyber extortion threats), media liability where applicable
(including but not limited to libel, slander and copyright infringement from content created by the Vendor),and damage to or
destruction of electronic information or media.
5. UMBRELLA EXCESS LIABILITY:
The minimum limits of general liability and automotive liability insurance required,as set forth above, shall be provided for either
a single policy of primary insurance,or a combination of policies of primary and umbrella excess coverage. Umbrella excess
liability coverage shall be issued with limits of liability which,when combined with the primary insurance,will equal the minimum
limits for general liability and automotive liability.
6. ADDITIONAL INSURED ENDORSEMENTS:
Each policy of insurance obtained,except Worker's Compensation coverage and Errors and Omissions Coverage, shall name
OCSD, its Directors, officers, agents,consultants,and employees for this contract, and all public agencies from whom permits
will be obtained and their Directors, officers, agents and employees, as determined by OCSD,as additional insured on said
policies. No exclusionary language or limitations shall be applicable to any additional insured that are not applicable to the
named insured. In addition, insurance afforded by the additional insured endorsement shall apply as primary insurance, and
other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under said policies. If
this coverage is not provided within the coverage form(insurance policy)it shall also be endorsed as primary and non-
contributory coverage.
7. PROOF OF COVERAGE:
The Vendor shall furnish OCSD with original certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and
approved by OCSD before work commences. OCSD reserves the right to require complete, certified copies of all required
insurance policies, including endorsements,affecting the coverage required,at any time. The following are approved forms that
must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent Certificate of Insurance form.
• Additional Insured (ISO Form)CG2010 1185 or
(General Liability) The combination of(ISO Forms)CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must be submitted for approval by OCSD,and OCSD may reject alternatives
that provide different or less coverage to OCSD.
• Additional Insured Submit endorsement provided by carrier for OCSD approval.
(Auto Liability)
• Waiver of Subrogation State Compensation Insurance Fund Endorsement No.2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund Endorsement No.2065 or equivalent.
8. PERIOD OF COVERAGE:
Insurance coverage is required for the period when Vendor has entered onto OCSD's property for purposes of general
maintenance or repair of OCSD's equipment, or for routine service work pursuant to contract, including but not limited to the
disconnection or removal of equipment purchased, until completion of all work or service required by the contract.
9. CANCELLATION NOTICE:
Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except
after thirty(30)days' prior written notice. The ACORD Form shall state the required thirty(30)days'written notification. Policy
shall not terminate,nor shall it be cancelled nor the coverage reduced, until thirty(30)days after written notice is given to
OCSD except for non-payment of premium which shall require not less than ten (10)days written notice to OCSD. Should
there be changes in coverage or an increase in deductible or SIR amounts,the Vendor and its insurance broker/agent shall
send to OCSD a certified letter which includes a description of the changes in coverage and/or any increase in deductible or
SIR amounts. The certified letter must be sent to the attention of Randall Kleinman,Risk Management, Div.260, and shall be received
by OCSD not less than thirty(30)days prior to the effective date of the change(s)if the change would reduce coverage or increase
deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the OCSD.
10. INSURANCE CARRIER RATING:
The insurers must have an A-(A minus),or better,policyholder's rating,and a financial rating of Class Vlll, or better, in
accordance with the most current A.M. Best Rating. OCSD recognizes that State Compensation Insurance Fund has withdrawn
from participation in the A.M. Best's rating process. Nevertheless, OCSD will accept State Compensation Insurance Fund for
the required policy of Worker's Compensation Insurance,subject to OCSD's option,at any time during the term of this contract,
to require a change in insurer, upon twenty(20)days written notice. OCSD will also require Vendor to substitute any insurer
whose rating drops below levels herein specified. Said substitution shall occur within twenty(20)days of written notice to
Vendor by OCSD or its agent.
11. PRIMARY INSURANCE:
All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by OCSD shall be
excess and not contributing with the insurance provided by Vendor.
12. SEPARATION OF INSURED:
All liability policies shall contain a"Separation of Insured"clause.
13. NON LIMITING (if applicablel:
Nothing in this document shall be construed as limiting in anyway, nor shall it limit the indemnification provision contained in the
Agreement, or the extent to which Vendor may be held responsible for payments of damages to persons or property.
13. DEDUCTIBLES AND SELF INSURED RETENTIONS:
Any deductible and/or self insured retentions must be declared to OCSD on the Certificate of Insurance. All deductible and/or
self insured retentions require approval by OCSD. At the option of OCSD,either: the insurer shall reduce or eliminate such
deductible or self-insured retention as respects OCSD;or the Vendor shall provide a financial guarantee satisfactory to OCSD
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
14. DEFENSE COSTS:
Liability policies, except for Errors and Omissions Coverage, shall have a provision that defense costs for all insureds and
additional insureds are paid in addition to and do not deplete any policy limits.
15. LIMITS ARE MINIMUMS:
If Vendor maintains higher limits than any minimums shown above, OCSD requires and shall be entitled to coverage for the
higher limits maintained by Vendor.
Attachment E
REFERENCE SHEET
GENERAL BANKING SERVICES
The proposer shall copy and complete this form for each reference being submitted
(MINIMUM OF 5) as demonstration of the vendor and subcontractor's prior experience. In
addition, the proposer is advised that if the contact person listed for the reference is unable
to be reached during the evaluation, the listed experience may not be considered.
Proposer's Name:
Reference Information(Prior Services Performed For:)
Name of Reference
Company:
Address of Reference
Company:
Reference Contact Name:
Contact Person Phone 0
Contact Person e-mail
address:
Dates of Prior Services:
Description of Prior
Services
Performed:
RESOLUTION NO. OCSD 18-XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT, AUTHORIZING THE
ESTABLISHMENT OF MISCELLANEOUS BANKING ACCOUNTS,
ESTABLISHING POLICIES GOVERNING THE TRANSACTIONS
RELATED THERETO, AND DESIGNATING EMPLOYEES TO ACT
ON THE DISTRICT'S BEHALF FOR SAID ACCOUNTS; AND
REPEALING RESOLUTION NO. OCSD 98-24
WHEREAS, mostfinancial transactions of the District involving a transfer:of
funds other than for investments, are processed by the District through accounts and
funds on deposit with the District's Treasurer; and,
WHEREAS, there are three (3) categories of transactions handled by the: District
which require daily accounting and fund transfers, to wit: (1) petty cash; (2) self-funded
worker's compensation claims; and (3) short-term investment earnings; and,
WHEREAS, in order to properly manage these daily transactions, the District
needs depository accounts with banks and/or savings and loan associations.
NOW, THEREFORE, the Board of Directors of Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINEAND ORDER:
Section1. Thatthe District's Treasurer isauthorized todesignate, bywritten
directive, certain employees, or contract agents acting as District administrators for
worker's compensation claims, who are empowered to act on the District's behalf
relating to making deposits, issuing checks, ordering transfer of funds, and signing
bank documents related solely to those transactions. The designated employees or
agents shall be listed by name in the Treasurer's written directive, and may be changed
from time to time at his discretion. The employees shall be the incumbents of the
following job classifications:
• Treasurer
• General Manager
• Director of Finance
• Finance Manager
• Controller
• Accounting Supervisor
• Such other similar positions as designated by the General Manager
• Such agents who act as administrators for the District pursuant to
written agreement approved by the General Counsel
OCSD-I8-XX-1
Section 2. That the Treasurer or designated employees are authorized to
establish, in the name of the District, one or more deposit accounts with those depositories
set forth in Section 3 below, upon such terms and conditions as may be agreed upon with
said depositories. Said accounts shall befor the purpose of handling the transfer of funds
related to the:
• District's Petty Cash Fund
• District's Self-Funded Worker's Compensation Insurance Fund
• District's Short-Term Investment Earnings Fund
Section 3. That the following depository is approved for the deposit of District
funds:
Banc of California
Section 4. That the Treasurer or designated employees, but not the District's
Contract Agents, are authorized to execute Telephone Transfer Service Agreements or
Authorizations, Funds Transfer Agreements, and Funds Transfer on Oral Instruction
Agreements, with any authorized depository.
Section 5. That all withdrawal of monies by and on behalf of the District from
the authorized accounts shall be signed by any one person designated by the Treasurer
in the Bank-Depositor Agreements, unless said Agreements specifically provide for two
authorized signatures.
Section 6. That the authority delegated hereby to the District's Treasurer is
made to Lorenzo Tyner, whose signature appears after his name:
Lorenzo Tyner
(Authorized Signature)
PASSED AND ADOPTED at a regular Meeting of the Board of Directors held
May 23, 2018.
Gregory C. Sebourn, PLS
Board Chairman
Kelly A. Lore, MMC
Clerk of the Board
OCSD-I8-XX-2
STATE OF CALIFORNIA )
as
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 18-XX was passed
and adopted at a regular meeting of said Board on the 23rd day of May 2018, by the
following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
Orange County Sanitation District this 231d day of May 2018.
Kelly A. Lore, MIMIC
Clerk of the Board of Directors
Orange County Sanitation District
OGSD-I8-XX-3
ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir.
05/09/18 05/23/18
AGENDA REPORT Item Item Number
9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: TEMPORARY EMPLOYMENT SERVICES
GENERAL MANAGER'S RECOMMENDATION
A. Approve Service Contracts for Temporary Employment Services, Specification No.
S-2018-92913D, for a 13-month period (June 1, 2018 through June 30, 2019)for a
total amount not to exceed $1,429,400 with four (4) one-year annual renewal
options (1 2-months)to the following:
HB Staffing: General Staffing
22A Century Technologies Inc.: General Staffing
Material and Contract Services Inc.: Contract Services
Staff Today Inc.: General Staffing
Harvest Technical Services Inc.: Engineering, Technical Staffing
Project Partners Inc.: Engineering, Technical Staffing
SoftHQ: General Staffing
Advanced Resources LLC: General Staffing
Diskriter Inc.: General Staffing
B. Approve an annual contingency of$142,940 (10%); and
C. Authorize the General Manager to add or remove staffing firms from the available
pool as needed to meet work requirements identified by the Human Resources
Department.
BACKGROUND
Temporary workers are hired,fora limited duration, through third-party staffing firms when
regular employees are not available to cover for employee absences due to illness,
vacation, and leave of absence; or for unforeseen circumstances such as increased work
demands due to regulatory changes. In addition, temporary workers are also used for
approved special projects and budgeted capital improvement projects (CIP)that are non-
engineering related.
The cost of a temporary worker includes the worker's hourly rate in addition to a "mark-
up" rate, which is payment to the staffing firm to cover the benefits provided to the
temporary worker and overhead costs. The key advantage associated with temporary
staffing is flexibility, since temporary workers are used for adjusting staffing levels quickly
and for a limited timeframe.
Page 1 of 3
Additionally, in May 2014, the Orange County Sanitation District's (Sanitation District)
Board of Directors approved entering into contracts for Temporary Employment Services
for a one-year period, with four one-year renewal options. The final renewal option
expired during the FY 2017-18 and the Human Resources Department solicited bids to
evaluate the list of staffing firms available to provide staffing flexibility and to comply with
the Sanitation District's Purchasing Ordinance. The proposed vendors within this report
include those that were evaluated through the request for purchase (RFP) process.
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
PROBLEM
Annually, the General Manager requests the Board of Directors approval to enter into
agreements with various staffing firms, which could change throughout the year, based
on quality of service, caliber of candidates, and competitive rates. The General Manager
also requests authorization to identify and select the staffing firms that will be utilized by
the Sanitation District moving forward, without the need for additional approval from the
Board of Directors, as long as the Board of Directors continue to allocate funds for
temporary staffing services within the Operating Budget.
PROPOSED SOLUTION
Approve service contracts for Temporary Employment Services with temporary services
firms for a total amount not to exceed $1,429,400 per year, for a 13-month period, with
four one-year renewal options and approve an annual contingency of $142,940 for
unanticipated temporary services that may be required to cover for employee absences
due to illness, vacation, and leave of absence; or for unforeseen circumstances such as
increased work demands.
Authorize the General Manager to identify and select the staffing fines that will be utilized
to meet the changing staffing needs of the Sanitation District. Through the bid process,
staff was able to identify 10 staffing firms that may be utilized for temporary employment
services as needed for the fiscal year 2018-19. The agencies are listed below:
1. HB Staffing: General Staffing
2. 22-nd Century Technologies Inc.: General Staffing
3. Material and Contract Services Inc.: Contract Services
4. Staff Today Inc.: General Staffing
5. Harvest Technical Services Inc.: Engineering, Technical Staffing
6. Project Partners Inc.: Engineering, Technical Staffing
7. SoftH : General Staffing
8. Advanced Resources LLC: General Staffing
9. Diskriter Inc.: General Staffing
Page 2 of 3
The Sanitation District anticipates utilizing additional staffing firms in the future to meet its
organizational needs; therefore, staff is requesting authorization for the General Manager
to enter into similar agreements with other staffing firms, as needed. Human Resources
staff interviews each staffing firm prior to entering into a contract for services to ensure
administrative requirements are met for doing business with the Sanitation District.
Purchasing staff works with the staffing firm to obtain the proper signatures and ensure
all requirements are met prior to entering into a contract with the Sanitation District. The
contract includes information related to work hours, billing rates, invoicing, payment, and
confidentiality.
TIMING CONCERNS
The Board of Directors approval is necessary to ensure the Sanitation District meets its
changing staffing needs and workload demands are met.
RAMIFICATIONS OF NOT TAKING ACTION
The Sanitation District will not have access to temporary staffing services to offset staffing
needs that were not pre-planned during the budget process.
PRIOR COMMITTEE/BOARD ACTIONS
April 2018 - Board of Directors approved an increase of$80,000 to the authorized funds
for an overall total of $1,267,190 for the current agreements in place (Specification No.
CS-2009-42113D)
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation Districfs Purchasing
Ordinance. This item has been budgeted in the proposed FY 2018-19 budget update.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Draft Service Contracts
Page 3 of 3
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and CathyJon Enterprises, Inc.,
dba. HB Staffing with a principal place of business at 2120 Main, Street Suite 250 Huntington
Beach, CA 92648 hereinafter referred to as "Contractor') collectively referred to as the"Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit 'B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight (8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as
approved by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Wages
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff((DOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A", under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, If the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
18. Liguidated Damages (Not Used)
19. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
from the Contract.
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
26. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, worker's compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
chooses to hire.
37. Limitations upon Subcontracting and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Cathy Volpe
President
CathyJon Enterprises, Inc., dba. HB Staffing
2120 Main Street, Suite 250
Huntington Beach, CA 92648
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
CathyJon Enterprises, Inc., dba. HB Staffing
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and 22nd Century
Technologies, Inc. with a principal place of business at 220 Davidson Avenue, Suite 118,
Somerset, NJ 08873 hereinafter referred to as "Contractor') collectively referred to as the
"Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit"B" Proposal
Exhibit'C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit"E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked K prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as
approved by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR)Registration and Record of Wages
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(@,OCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
8. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A", under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason H it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
18. Liquidated Damages (Not Used)
19. Force Maieure Neither party shall be liable for delays caused by accident, Flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Regulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, worker's compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractor's temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Administrator
Eva Gaddis-McKight
22nd Century Technologies, Inc.
220 Davidson Avenue Suite 118
Somerset, NJ, 08873
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
22nd Century Technologies, Inc.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Material and Contract
Services, Inc., with a principal place of business at 39899 Balentine Drive, Suite 190, Newark, CA
94560-5303 hereinafter referred to as "Contractor") collectively referred to as the"Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit "B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight (8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as approved
by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Wages
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Tenn The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
16. Liouidated Damao es (Not Used)
19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of
G od, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Reoulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, workers compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Maria Dumatol
Manager, Southern California
Material and Contract Services, Inc.,
39899 Balentine Drive, Suite 190
Newark, CA 94560-5303
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
Material and Contract Services, Inc.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Staff Today Inc. (STI)with a
principal place of business at 212 E. Rowland Ave., Suite 313, Covina, CA 91723 hereinafter
referred to as "Contractor")collectively referred to as the"Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit 'B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 0f 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as
approved by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Waaes
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
16. Liouidated Damao es (Not Used)
19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of
G od, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Reoulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, workers compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Andrea Goodwin
Human Recourses Manager
Staff Today Inc. (STI)
212 E. Rowland Ave., Suite 313
Covina, CA, 91723
Each party shall provide the other parry written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
Staff Today Inc. (STI)
Dated: By:
Print Name and Title of Officer
IRS Employers I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Harvest Technical Services,
Inc.with a principal place of business at 1839 Ygnacio Valley road,#390 Walnut Creek, CA 94598
hereinafter referred to as "Contractor")collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit 'B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 0f 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B"Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as approved
by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Waaes
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff((DOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
16. Liouidated Damao es (Not Used)
19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of
G od, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Reoulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, workers compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Judy Fick
President
Harvest Technical Services, Inc.
1839 Ygnacio Valley Road, #390
Walnut, CA, 94598
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
Harvest Technical Services, Inc.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Project Partners, Inc. with a
principal place of business at 23195 La Cadena Dr., Suite 101, Laguna Hills, CA 92653 hereinafter
referred to as "Contractor") collectively referred to as the"Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018 the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit "B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Years Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as approved
by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Wages
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
16. Liouidated Damao es (Not Used)
19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of
G od, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Reoulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, workers compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Kimo Look
Principal
Project Partners, Inc.
23195 La Cadena Drive, Suite 101
Laguna Hills, CA, 92653
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
Project Partners, Inc.
Dated: By:
Print Name and Title of Officer
IRS Employers I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and SoftHQ, Inc. with a principal
place of business at 6494 Weathers Place, Suite 200, San Diego, CA 92121 hereinafter referred
to as "Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit 'B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation C Compensation to be paid by OCSD will be based upon rates established
in Exhibit "B" Proposal for actual services provided. This Contract does not provide a
minimum guarantee of work and is for services on an as needed basis for each fiscal year as
approved by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Waaes
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
16. Liouidated Damao es (Not Used)
19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of
G od, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Reoulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, workers compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Kranti Ponnam
Vice President- Operations
SoftHQ, Inc.
6494 Weathers Place, Suite 200
San Diego, CA, 92121
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
SoffHQ, Inc.
Dated: By:
Print Name and Title of Officer
IRS Employers I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Advanced Resource, LLC
with a principal place of business at 1300 Bristol Street North, Suite 100, Newport Beach, CA
92660 hereinafter referred to as "Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit 'B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Years Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as approved
by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Wages
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
16. Liouidated Damao es (Not Used)
19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of
G od, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Reoulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, workers compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Malik Chaudhary
Operations Manager
Advanced Resources, LLC
1300 Bristol Street North, Suite 100
Newport Beach, CA, 92660
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
Advanced Resources, LLC
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
SERVICE CONTRACT
Temporary Employment Services
Specification No. S-2018.929BD
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Diskriter Inc. with a principal
place of business at 2840 Library Rd, Suite 300, Pittsburgh, PA 15234 hereinafter referred to as
"Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary
Employment Services"Services" as described in Exhibit"A; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in Exhibit"A".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein.
Exhibit "A" Scope of Work
Exhibit 'B" Proposal
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit "D" OCSD Safety Standards
Exhibit "E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any paragraph or provision hereof.
Orange County Sanitation District 1 of 9 Specification No. S-2018-9298D
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work Hours: The work required under this Agreement may include normal business hours,
evenings, and weekends. OCSD will not pay travel time.
1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week,
eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1)
- eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also
include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless
otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in
two weeks may be worked if prior written approval is obtained from OCSD. Assigned
Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00
p.m., with one hour set aside each of these days as non-compensated personal time.
1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD will be based upon rates established in
Exhibit"B"Proposal for actual services provided. This Contract does not provide a minimum
guarantee of work and is for services on an as needed basis for each fiscal year as approved
by OCSD.
2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall
be required to also supply the billing rates for each of the candidates.
2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its
sole discretion, reserves the right to refuse any increases other than those mandated either
by state or federal law.
3. California Department of Industrial Relations (DIR) Registration and Record of Waaes
(Not Used)
4. Payments and Invoicing
4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project
Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole
discretion,shall be the determining party as to whether the Services have been satisfactorily
completed.
4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2018-929BD shall be referenced in the subject line.
5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine
Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D
any directly pertinent books, documents, and records of Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
7. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
6. Contract Term The Services provided under this Contract shall be for the period of thirteen
(13) months commencing on June 1, 2018 and continuing through June 30, 2019.
9. Renewals
9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
9.2 This Contract may be renewed by OCSD Purchase Order.
10. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30)
days, pay Contractor for work performed(cost and fee)to the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
12.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
12.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the
Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D
life of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
14. Bonds (Not Used)
15. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Contractor's services under this Contract, or by its
subcontractors) or by anyone directly or indirectly employed by Contractor, and whether
such damage or injury shall accrue or be discovered before or after the termination of the
Contract. Except as to the sole active negligence of or willful misconduct of OCSD,
Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Contractor's performance under the Contract, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of
the parties to be defended were actively, passively, or concurrently negligent, or which
otherwise assert that the parties to be defended are responsible, in whole or in part, for any
loss, damage, or injury. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and
ensure their employees follow all Federal, State, and local regulations as well as OCSD
Safety Standards while working at OCSD locations. If during the course of the Contract it is
discovered that OCSD Safety Standards do not comply with Federal, State, or local
regulations, then the Contractor is required to follow the most stringent regulatory
requirement at no additional cost to OCSD. Contractor and all of its employees and
subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in
Exhibit V.
17. Warranties (Not Used)
16. Liouidated Damao es (Not Used)
19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of
G od, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D
20. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has
investigated the work to be performed 2.) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
22. Reoulatory Requirements Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and
California Water Codes Division 2.
23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to
OCSD that it has obtained and will maintain all licenses, permits, qualifications, and
approvals of whatever nature that are legally required to engage in this work. Any and all
fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that
pertain to the work performed under the terms of this Contract will be paid by Contractor.
24. Applicable Laws and Regulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included
herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
25. Contractor's Employees Compensation (Not Used)
26. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor's responsibility that all equipment furnished and installed be in accordance with
the latest rules and regulations of the South Coast Air Quality Management District
(SCAQMD). All Contract work practices, which may have associated emissions such as
sandblasting, open field spray painting or demolition of asbestos containing components or
structures, shall comply with the appropriate rules and regulations of the SCAQMD.
27. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
28. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails
to make delivery of the goods or Services or repudiates its obligations under this Contract,
or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover" as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
30. Dispute Resolution
30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the
dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted
in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,
through the alternate dispute resolution procedures of Judicial Arbitration through Mediation
Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrator's decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
31. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
33. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid,the remainder of this Contract or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
34. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
35. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D
36. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
36.1 OCSD has the right to conduct reference and background checks on the Contractor's
recommended personnel.
36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to
starting work at OCSD. Time used for this purpose shall not be charged to OCSD.
36.3 Contractor and its employees shall act independently and not as an officer or employee
of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by or
for Contractor.
36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose
whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit
OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use
OCSD's name in its promotional material or for any advertising or publicity purposes without
express written consent.
36.5 Contractor and its employees shall not be entitled to any benefits accorded to those
individuals listed on OCSD's payroll as regular employees including, without limitation,
worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall
be responsible for providing, at Contractor's expense, disability, workers compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD
for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising
out of Contractor's breach of this provision.
36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans
offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Contractor for tax purposes.
36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary
personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's
satisfaction.
36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory
to OCSD removed from consideration for all OCSD assignments.
36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the
Contractor to work at OCSD until applicant has worked on said assignment for a period of six
(6) months.
36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it
Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D
chooses to hire.
37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any
duties nor assign any rights under this Contract without the prior written consent of OCSD.
Any such attempted delegation or assignment shall be void.
38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
39. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
40. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract,
the Parties are formally bound.
42. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 8 of 9 Specification No. S-2018-9298D
43. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed
destination and provides proof of delivery to the sender. Rejection or other refusal to accept
or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent.
All notices shall be effective when first received at the following addresses:
OCSD: Jennifer Martin
Buyer
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Contractor: Laveena Yadav
Chief Executive Officer
Diskriter Inc.
2840 Library Rd, Suite 300
Pittsburgh, PA, 15234
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
Diskriter Inc.
Dated: By:
Print Name and Title of Officer
IRS Employers I.D. Number
Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or Dir.
05/09/18 05/23/18
AGENDA REPORT Item1umber Item Number
0
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: 2018-19 OPERATIONAL PROPERTY-LIABILITY INSURANCE
RENEWALS
GENERAL MANAGER'S RECOMMENDATION
Approve not-to-exceed numbers, as follows, with the understanding that the Orange
County Sanitation District's insurance broker will continue to negotiate with insurers to
seek the lowest possible premiums prior to the expiration date of the current major
insurance policies:
• Excess liability insurance not to exceed $507,045.
• Property and Boiler & Machinery not to exceed $847,800.
• Earthquake insurance not to exceed $83,179.
• Excess workers compensation insurance - a rate of $0.3153 per $100 of payroll,
not to exceed $220,000.
BACKGROUND
The Orange County Sanitation District (Sanitation District) budget provides funds for the
renewal of the following five major insurances for the Sanitation District operations:
• Excess General Liability Insurance that also includes public officials errors and
omission insurance and professional liability
• Excess Workers' Compensation
• All-Risk Property and Flood insurance that includes cyber liability insurance
• Boiler& Machinery insurance
• Earthquake Insurance
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
• Provide a safe and collegial workplace
• Protect OCSD assets
PROBLEM
Insurance is necessary to protect the Sanitation District's assets and financial well-being.
Page 1 d 2
TIMING CONCERNS
The current operational property and liability insurance expires on June 30, 2018.
RAMIFICATIONS OF NOT TAKING ACTION
Action must be taken before June 30, 2018 or the Sanitation District's insurance will lapse.
PRIOR COMMITTEE/BOARD ACTIONS
April 2018 - Informational presentation to the Administration Committee detailing each of
the five major insurances for the Sanitation District operations with premium costs
approved in May of 2017. (Agenda report attached)
ADDITIONAL INFORMATION
The Sanitation District's insurance broker, Alliant, will continue to negotiate with insurers
to seek the lowest possible premiums prior to the expiration date of the current major
insurance policies. The current premium costs of the five major insurances are shown
below:
• Excess liability insurance current premium cost $445,639
• Property and Boiler & Machinery current premium cost$668,528
• Earthquake insurance current premium cost $77,761
• Excess workers compensation insurance rate of $0.3110 per $100 of payroll not
to exceed $220,000
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance.
ATTACHMENTS
The following attachment(s)are included in hard copy and may also be viewed o-line at the OCSD website
(mm w.ocsd.coml with the complete agenda package:
• Informational item presented in April 2018 to the Administration Committee
Page 2 of 2
ADMINISTRATION COMMITTEE Meeting Dare To ad.of oir.
0a/11,18 —
AGENDA REPORT Item Number Item Number
a -
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: STATUS OF 2018-19 PROPERTY-LIABILITY INSURANCE RENEA1
0
GENERAL MANAGER'S RECOMMENDATION �`•
Information Only. w A
BACKGROUND �`
The Risk Management Division of Human Resources (Risk M�n gvem_ent) provides the
Administration Committee an annual status update regarding the upcoming annual
renewals of the Orange County Sanitation District's (Sanitation District) major insurance
policies for the upcoming year. Risk Management and the operational insurance broker
begin the process of renewal each January, and final quotes are typically received in
June, shortly before the beginning of the new fis: year.
The Sanitation District's budget provides fupQshfr the renewal of the following four major
insurances for Sanitation District operatiprq;�✓
�GJ
1) Excess General Liability Insurance
2) Excess Workers' Compensation
3) All-Risk Property and Flood insurance
(includes Boiler& Machinery insurance)
4) Earthquakelnsurb1
The Sanitation Dist_,', ! operational insurance broker will be present at the Committee
meeting to give ainformational presentation about this year's insurance outlook.
RELEVANTDARDS
• ��tion of Orange County Sanitation District assets
G CONCERNS
Current insurance expires June 30, 2018.
RAMIFICATIONS OF NOT TAKING ACTION
None at this time because this is informational only; however, action must be taken before
June 30, 2018 or the Sanitation District's insurance will lapse.
Page 1 of 3
PRIOR COMMITTEE/BOARD ACTIONS
May 2017 -The Board approved renewal of the above policies for the period July 1, 2017
through June 30, 2018.
ADDITIONAL INFORMATION
1) Excess General Liability Insurance Program `((`���)
The Sanitation District's Excess General Liability Insurance Program j�triL�Rtly
provided through the California Municipal Excess Liability Program (CAMEEL) nd its
sister program, the Alliant National Municipal Liability Program (ANML). The
Sanitation District has participated in the CAMEL program since FY��1946-97.
This program currently provides the Sanitation District with a $4tillion dollar policy
of comprehensive coverage for municipal liability, bodily iinj4kand property damage,
and personal injury. The program was structured to o include Employment
Practices and Public Officials Errors & Omissions cove .' The $40 million dollar
coverage has a self-insured deductible of $500,OO( ce 1997, the Employment
Practices portion of coverage has been enhancvJ VS a $2 million dollar sub-limit to
the full policy limit of$40 million dollars.
The premium cost, approved by the Boa y 2017), for the current fiscal year,
July 2017 - June 2018, was not to excceDe 5,639.
2) Excess Workers' Compensation In, ce
The Excess Workers' Compensa i n insurance coverage is with the California State
Association of Counties Excess Insurance Authority (CSAC EIA). The Sanitation
District has participated in this program or its predecessor since 2003. The Excess
Workers' Compens9Qzvrogram currently provides "Statutory" (unlimited) coverage
with aself-insured ion (SIR), or deductible, of$1 million dollars.
The use of E Workers' Compensation Insurance dates back to the late 1980's.
The renewaof the Excess Workers' Compensation Insurance for the period
July 1, 2017 through June 30, 2018 was approved by the Board (May 2017) and was
at an estimated premium of$208,000 based on the estimated 2017-18 payroll. Since
the premium itself is based on final payroll, the Sanitation District will not know the
\17RHct final premium until the year is over.
3) All-Risk Property and Flood Insurance
The All-Risk Property and Flood Insurance Program (Property Insurance) provides for
comprehensive coverage for much of the Sanitation District's real and personal
property regarding virtually all perils including fire, flood, and business interruption.
Page 2 of 3
Current Property Insurance limits are $1 billion dollars for most perils other than flood
and earthquakes, and $300 million dollars for flood, with many sub-limits for various
situations. In order to reach $1 billion dollars in limits, the broker had to arrange for
more than a dozen different insurers. The SIR is $250,000 per occurrence for most
types of losses.
Since the late 1990's, the Property Insurance has been with a nationwide joint
purchase property insurance program called Public Entity Property Insurance
Program (PEPIP), one of the world's largest property programs. It is important to note
that this joint purchase property insurance program offers the purchasinQ power of
numerous large public entities without the pooling or sharing of coverage do losses.
The Boiler & Machinery insurance program, part of the property i nce, provides
comprehensive coverage for loss caused by machinery breakd %an explosion of
steam boilers or other covered process equipment, includ .K amage to the
equipment itself and damage to other property caused by cq�t@red accident.
The current Boiler& Machinery insurance program provide)coverage of$100 million
dollars per occurrence with deductibles ranging from $25,000 to $350,000 for losses
caused by covered machinery breakdown (e.g., motors, steam turbines, digesters, co-
gen engines). Damages to the equipment, as well as damages to other property and
improvements caused by the machinery bro kdown, are covered by the Boiler &
Machinery insurance. This program augur ,le Sanitation District's all-risk property
insurance that covers perils such as fire
)1 ood.
The renewal of All-Risk Property arfdlbod Insurance (including Boiler & Machinery)
for the period July 1, 2017 through June 30, 2018 was approved by the Board
(May 2017) at a premium ndt to exceed $677,628.
4) Earthquake Insurance
The Sanitation D1SfI®r`ev`iously carried earthquake insurance as part of its Property
Insurance, but in last 15 years earthquake insurance proved difficult to obtain or
not cost-effective. The Sanitation District asked its insurance broker each year to
survey the market to see if rates have changed. Finally, in 2015 a plan was created
to insure several key Sanitation District structures identified by Engineering, thus
ke9ping the cost in line. The insurance is a high deductible plan with a limit of
VWpillion dollars in total.
1e cost of the Earthquake Insurance was approved by the Board (May 2017) for
fiscal year 2017-18 for 15 key structures at a premium not to exceed $78,062 dollars.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the
complete agenda package:
N/A
Page 3 d 3
ADMINISTRATION COMMITTEE Meeting Dare To ad.of oir.
05/09,18 —
AGENDA REPORTItem Number Item Number
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT: CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19
GENERAL MANAGER'S RECOMMENDATION
Information Only.
BACKGROUND
Staff will present the Capital Improvement Program (CIP)to be included in the upcoming
FY 2018-19 Budget recommendation.
RELEVANT STANDARDS
• Produce appropriate financial reporting— CIP budget every two years, with annual
update
• Protect OCSD assets
• Ensure the public's money is wisely spent
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
• PowerPoint Presentation
KM:sa
Page 1 of 1
,.
10
In 164
Capital Improvement Program ( CIP )
FY 2018- 19 Update
Kathy Millea
Y
Engineering Manager
Administration Committee
May 9, 2018
I 1
FY 2017 - 18 CI P Highlights
• Completed the Facilities Master Plan and Rate Study
• Started Designs
• Bay Bridge Pump Station Replacement, 5-67
• Digester Gas Rehabilitation, J-124
• Headworks Modifications at Plant 2 for GWRS Final Expansion, P2-122
• Started Construction
• Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A
• Rehabilitation of Fleet Services Building, Building 8 and Paving Area, P1-
115B
• Activated Sludge Aeration Basin Deck Repair, P2-118
• Completed Construction
• Newhope-Placentia Trunk Sewer Replacement, Segment A, 2-72A
• Digester Rehabilitation at Plant 1, P1-100
• Trunk Line Odor Control Improvements, P1-123
FY 2017 - 18 CIP Performance
Net CIP Outlay 85% - 105% 82% projected
($126 to $155 million) ($121 million)
Non-Construction Cost
< 37.5% 34.5%
(% of Construction Costs)
Cumulative Change Order Rate < 5% 5.2%
Projected FY 2018- 19 Net CIP Outlays
by Project Phase
Total Net CIP Outlay
$175 million
Design
42%
Construction
52%
Planning
6%
Ref: FY 2018-19 Budget, Section 8
Projected FY 2018- 19 Net CIP Outlays
by Project Driver
Total Net CIP Outlay
Regulatory $175 million
10%
Additional Rehabilation and
Capacity Replacement
13% 62%
Strategic
Initiatives
15% Ref: FY 2018-19 Budget, Section 8
10-Year Net CIP Outlay
MActual M Proposed Net CIP Outlay — —FY2017-18 Approved Budget
$450
$400 10 Year Total = $2.67 billion
$350
$300
0
g $250
$200
$150
$100
$50
Ref: FY 2018-19 Budget, Section 4,
Sum of Lines 12, 13, 14
■
20-Year Net CIP Outlay
■ Proposed Net CIP Outlay
$450
$400 20 Year Total = $5.5 billion
$350
$300
0
$250
$200
$150
$100
$50
'6, 'Y1 'L�' 'L3 11, It, 'Y�O ",A ;L�' -P 3Q, -V 31' 33 4+ 3, 3�O '+b1 :35i
1�6 10' .y0 .y1 .y'L .y3 .yb .y5 .y�o .y1 .yob .yoi .50 33 ,Sb ,55 36 �1
Ref: FY 2018-19 Budget, Section 2
FY 2018 - 19 CI P Highlights
• Studies
• Complete Collections Capacity Evaluation Study, PS15-08
• Complete Seismic Evaluation of Structures at Plant Nos. 1 and 2, PS15-06
• Start CECZA for Facilities Master Plan, PS17-08
• Start Design
• Interim Food Waste Receiving Facility, P2-124
• Electrical Power Distribution System Improvements, J-98
• Uninterruptable Power Supply Improvements at Plant 1, P1-132
• Plant 2 Southwest Perimeter Screening, 132-125
• Start Construction
• Outfall Low Flow Pump Station, J-117B
• SARI Rock Stabilizers Removal, 2-41-8
• Finish Construction
• Sludge Dewatering and Odor Control at Plant 1, P1-101
• Interplant Effluent Pipeline Rehabilitation, J-117A
• Rehabilitation of Fleet Services Building, Building 8 and Paving Area, P1-115B
Questions ?
ADMINISTRATION COMMITTEE meeting Dare To ad.of Dir.
05/09,18 --
AGENDA REPORT Item Number Item Number
2
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: ORANGE COUNTY SANITATION DISTRICT COLLECTIONS,
OPERATIONS, AND MAINTENANCE OF OCSD FACILITIES
GENERAL MANAGER'S RECOMMENDATION
Information Only.
BACKGROUND
Each month, staff provides an informational presentation on topics of interest to the Board
of Directors. This month's topic: Orange County Sanitation District operations and
maintenance of collection systems, treatment plants, and resource recovery.
RELEVANT STANDARDS
• 24/7/365 treatment plant reliability
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
• Meet volume and water quality needs for the GW RS
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package:
N/A
MAE:sr
Page 1 of 1
ORANGE COUNTY SANITATION DISTRICT
COMMON ACRONYMS
Association of California Local Agency Formation Santa Ana River Flood
ACWA Water Agencies LAFCO Commission SARFPA Protection Agency
APWA American Public Works LOS Level Of Service SARI Santa Ana River
Association Interceptor
AQMD Air Quality Management MGD Million Gallons Per Day SARWQCB Santa Ana Regional Water
District Quality Control Board
ASCE American Society of Civil MOU Memorandum of SAWPA Santa Ana Watershed
Engineers Understanding Project Authority
BOD Biochemical Oxygen Demand NACWA National Association of Clean SCADA Supervisory Control And
Water Agencies Data Acquisition
California Air Resources Non-Governmental Southern California
CARB Board NGOs Organizations SCAP Alliance of Publicly Owned
Treatment Works
CASA California Association of NPDES National Pollutant Discharge SCAQMD South Coast Air Quality
Sanitation Agencies Elimination System Management District
CCTV Closed Circuit Television NWRI National Water Research SOCWA South Orange County
Institute Wastewater Authority
CEQA California Environmental O&M Operations&Maintenance SRF Clean Water State
Quality Act Revolving Fund
Capital Improvement Orange County Council of Sewer System
CIP Program OCCOG Governments SSMP Management Plan
CRWQCB California Regional Water OCHCA Orange County Health Care SSO Sanitary Sewer Overflow
Quality Control Board Agency
CWA Clean Water Act OCSD Orange County Sanitation SWRCB State Water Resources
District Control Board
CWEA California Water Environment OCWD Orange County Water District TDS Total Dissolved Solids
Association
EIR Environmental Impact Report OOBS Ocean Oulfall Booster Station TMDL Total Maximum Daily Load
EMT Executive Management Team OSHA Occupational Safety and TSS Total Suspended Solids
Health Administration
US Environmental Protection Professional Waste Discharge
EPA Agency PCSA Consultant/Construction WDR Requirements
Services Agreement
FOG Fats,Oils,and Grease PDSA Professional Design Services WEF Water Environment
Agreement Federation
gpd gallons per day POTW Publicly Owned Treatment WERF Water Environment&
Works Reuse Foundation
Groundwater Replenishment Water Infrastructure
GWRS System PPm parts per million WIFIA Finance and Innovation Act
Professional Services Water Infrastructure
ICS Incident Command System PSA Agreement WIIN Improvements for the
Nation Act
IERP Integrated Emergency RFP Request For Proposal WRDA Water Resources
Response Plan Development Act
JPA Joint Powers Authority RWQCB Regional Water Quality
Control Board
ORANGE COUNTY SANITATION DISTRICT
GLOSSARY OF TERMS
ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high
rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater.
BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also
known as the benthic zone.
BIOCHEMICAL OXYGEN DEMAND (BOD)—The amount of oxygen used when organic matter undergoes decomposition by
microorganisms.Testing for BOD is done to assess the amount of organic matter in water.
BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used
as a fuel.
BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process.
This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for
commercial and home gardens to improve and maintain fertile soil and stimulate plant growth.
CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes
treatment improvements,additional capacity, and projects for the support facilities.
COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found
elsewhere,used as indicators of sewage pollution. E.coli are the most common bacteria in wastewater.
COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary
wastewater or storm water.
CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of
a program rather than the bond being secured by those revenues.
CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater
contaminants.
DILUTION TO THRESHOLD (Dfr)—The dilution at which the majority of people detect the odor becomes the D/T for that air
sample.
GREENHOUSE GASES (GHG)— In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and
ozone gases that are considered the cause of global warming("greenhouse stil .
GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern
California's current and future water needs.This joint project between the Orange County Water District and the Orange County
Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply.
LEVEL OF SERVICE(LOS)—Goals to support environmental and public expectations for performance.
N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer causing agent. It has been found in the
Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment.
NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water
Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing
and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance
and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that
lead to public acceptance.
PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility.
PUBLICLY OWNED TREATMENT WORKS(POTW)—A municipal wastewater treatment plant.
SANTA ANA RIVER INTERCEPTOR(SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non-
reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal,after treatment.
SANITARY SEWER— Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined
sewers carry both wastewater and urban runoff.
SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD)—Regional regulatory agency that develops plans and
regulations designed to achieve public health standards by reducing emissions from business and industry.
SECONDARY TREATMENT— Biological wastewater treatment, particularly the activated sludge process, where bacteria and
other microorganisms consume dissolved nutrients in wastewater.
SLUDGE—Untreated solid material created by the treatment of wastewater.
TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater.
TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms,growing as slime
on the surface of rocks or plastic media,consume nutrients in wastewater as it trickles over them.
URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and
oceans.
WASTEWATER—Any water that enters the sanitary sewer.
WATERSHED—A land area from which water drains to a particular water body.The Orange County Sanitation District's service
area is in the Santa Ana River Watershed.