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HomeMy WebLinkAbout05-24-2017 Steering Committee Agenda Packet.pdf Orange County Sanitation District Wednesday, May 24, 2017 Regular Meeting of the •' 5:00 P.M. STEERING COMMITTEE Administration Building Conference Rooms A&B 10844 Ellis Avenue Fountain Valley, CA 92708 (714)593-7433 AGENDA CALL TO ORDER 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 at the back of the 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 Chairperson and are requested to limit comments to three minutes. REPORTS: The Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.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 Special Joint Meeting of the Legislative and Public Affairs Committee and the Steering Committee held on April 26, 2017; and the Regular Meeting of the Steering Committee held on April 26, 2017. 2. ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE (Bob Ghirelli) RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 17-08, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Fixing and Establishing Rules of Procedure for the Conduct of Business of the District, and Repealing Resolution No. OCSD 15-27." 05/24/2017 Steering Conunkee Agenda Page 1 of 5 NON-CONSENT CALENDAR: 3. LEGAL SERVICES WITH LEWIS BRISBOIS BISGAARD & SMITH, LLP (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Authorize an increase of $150,000 to sole source Purchase Order 105851-OB to Lewis Brisbois Bisgaard & Smith, LLP for legal services for a total cost of$225,000. 4. APPRAISAL SERVICES WITH MASON AND MASON, INC.; AND RIGHT-OF-WAY CONSULTING SERVICES WITH STADIA REALTY, INC. (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Authorize an increase of$100,000 to sole source Purchase Order 105903-OB to Mason and Mason, Inc. for appraisal services related to the California Department of Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of$140,000; and B. Authorize an increase of$281,800 to sole source Purchase Order 105925-OA to Stadia Realty, Inc. for right-of-way project management consulting related to the California Department of Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of $377,800. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,pending orpotentiallttigation, or personnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a)purchase and sale of real property; (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION Potential litigation regarding Resolution No. OCSD 17-07 Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2): 1 case O5/24/2017 Steering Committee Agenda Page 2 of 5 (2) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 300 East Coast Highway, Newport Beach, CA -APN No.440-132-60 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner; Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; and CIP Project Manager, Adam Nazaroff. Negotiating parties: Bayside Village Marina LLC Under negotiation: Instruction to negotiator will concern price and terms of payment. (3) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 10950 Virginia Cir. Fountain Valley, CA-APN No.156-165-05; 10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07; 18480 Pacific St. Fountain Valley, CA - APN No.156-165-04; 18430 Pacific St. Fountain Valley, CA - APN No.156-165-06; 18370 Pacific St. Fountain Valley, CA - APN No.156-165-08; 18429 Pacific St. Fountain Valley, CA - APN No.156-163-09; 18410 Bandilier Cir. Fountain Valley, CA-APN No.156-163-10; 18368 Bandilier Cir. Fountain Valley, CA-APN No.156-163-11; 10700 Spencer St. Fountain Valley, CA -APN No.156-163-16; 10700 Spencer Ave. Fountain Valley, CA - APN No.156-154-07; 18350 Mt. Langley St. Fountain Valley, CA -APN No.156-154-08; 18386 Mt. Langley St. Fountain Valley, CA -APN No.156-154-06; 18385 Bandilier Cir. Fountain Valley, CA -APN No.156-163-12; 18401 Bandilier Cir. Fountain Valley, CA-APN No.156-163-13; 18424 Mt. Langley St. Fountain Valley, CA -APN No.156-154-05; 18435 Bandilier Cir. Fountain Valley, CA -APN No.156-163-14; 18475 Bandilier Cir. Fountain Valley, CA -APN No.156-163-15; 10725 Ellis Ave. Fountain Valley, CA - APN No.156-154-04; 10540 Talbert Ave. Fountain Valley, CA - APN No.156-151-03; and 7311 Doig Drive Garden Grove, CA - APN No. 131-651-20 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner; Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Wendy Sevenandt; Tom Grant; Kevin Turner and John Gallivan, Cushman and Wakefield. Negotiating parties: Valley, Business Park, APN Nos. 156-165-05, -156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165-08; O5/24/2017 Steering Committee Agenda Page 3 of 5 Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K &A Investments LP, APN No. 156-154-08; Fountain Valley Star LLC, APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC, APN No. 156-151-03 Under negotiation: Instruction to negotiator will concern price and terms of payment. RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: To the Steering Committee meeting scheduled for Wednesday, June 28, 2017 at 5:00 P.M. O5/24/2017 Steering Committee Agenda Page 4 of 5 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 office 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 Distrias Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, 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 item 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 a Committee or Board 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 klore(o3ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbero(ctocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghirellfcr ocsd.com Director of Engineering Rob Thompson (714)593-7310 rlhompson0ciesd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(cpocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Itvneraocsd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandlerrdiocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etomes ocsd.com 05/24/2017 Steering Committee Agenda Page 5 of 5 ITEM NO. 1 MINUTES OF THE SPECIAL JOINT MEETING OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE AND STEERING COMMITTEE Orange County Sanitation District Wednesday, April 26, 2017 at 4:30 p.m. A special joint meeting of the Legislative and Public Affairs Committee and Steering Committee of the Orange County Sanitation District was called to order by Chair Sebourn on Wednesday, April 26, 2017 at 4:37 p.m. in the Administration Building of the Orange County Sanitation District. Chair Sebourn led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Fullerton, Board Chair Jim Herberg, General Manager David Shawver, Stanton, Board Vice- Bob Ghirelli, Assistant General Manager Chair Celia Chandler, Director of Human Allan Bernstein, Tustin Resources Ellery Deaton, Seal Beach Rob Thompson, Director of Engineering Peter Kim, La Palma Ed Torres, Director of Operations & Tim Shaw, La Habra Maintenance Donald Wagner, Irvine Lorenzo Tyner, Director of Finance & Chad Wanks, Placentia, Administration Administrative Services Committee Chair Kelly Lore, Clerk of the Board John Withers, IRWD, Operations Jennifer Cabral Committee Chair Carla Dillon Al Garcia COMMITTEE MEMBERS ABSENT: Tom Grant None. Tina Knapp Mark Manzo Kathy Millea Jeff Mohr Kelly Newell Roya Sohanaki OTHERS PRESENT: Brad Hogin, General Counsel Fred Smith, Director, Buena Park Lucille Kring, Alternate Director, Anaheim PUBLIC COMMENTS: No public comments were provided. 04/2W2017 Minutes of the Special Joint Meeting of the Page 1 of 3 Legislative and Public Affairs Committee and Steering Committee REPORTS: Chair Seboum did not provide a report. General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: None NON-CONSENT CALENDAR: 1. LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE (Bob Ghirelli) General Manager Jim Herberg introduced this item and indicated that it is in follow-up to the March Steering Committee meeting discussion regarding the frequency and timing of the Legislative and Public Affairs (LaPA) Committee meetings. As provided in the Agenda Report, Mr. Herberg offered the following options for consideration: Option 1: Continue LaPA as a Standing Committee with meetings held in the following months: • February, March, May, July, August, and November, reducing the number of committee meetings from 10 to six per year. • The Sanitation District's lobbyists indicate these are the months that best match legislative activity in Sacramento and Washington, D.C. Option 2: Sunset the LaPA Committee and return this area of purview to the Steering Committee's authority, and extend the current meeting time for Steering Committee meetings to allow more time for consideration of legislative and public affairs matters. Option 3: Continue with monthly LaPA Committee meetings, with January and August being dark. Discussion took place regarding the future of the LaPA Committee. Committee members voiced their desire and interest in continuing legislative work and the importance of having good staff representation in Sacramento and Washington, DC. The discussion included comments regarding the volume of upcoming Steering Committee agenda items that might make it challenging to assume purview of the LaPA Committee tasks; if August was identified as a month during which State and Federal legislation is in session, it might be prudent for the LaPA Committee to not be dark in August; and a suggestion that the Sanitation District be more proactive in the creation of new bills. 04/26/2017 Minutes of the Special Joint Meeting of the Page 2 of 3 Legislative and Public Affairs Commiftee and Steering Committee Director Wagner arrived at 4:50 p.m. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Continue with monthly Legislative and Public Affairs Committee meetings on the second Monday of each month, with January dark, at a new meeting time of 12 noon. AYES: Bernstein; Deaton; Kim; Sebourn; Shaw; Shawver; Wagner; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: None INFORMATION ITEMS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 4:57 p.m. Submitted by: Tina Knapp, CMC Deputy Clerk of the Board 04/26/2017 Minutes of the Special Joint Meeting of the Page 3 of 3 Legislative and Public Affairs Committee and Steering Committee MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, April 26, 2017 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Sebourn on Wednesday, April 26, 2017 at 5:04 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager Ellery Deaton, Member-At-Large Celia Chandler, Director of Human Tim Shaw, Member-At-Large Resources Donald Wagner, Member-At-Large Rob Thompson, Director of Engineering Chad Wanks, Administration Committee Ed Torres, Director of Operations & Chair Maintenance John Withers, Operations Committee Lorenzo Tyner, Director of Finance & Chair Administrative Services Kelly Lore, Clerk of the Board COMMITTEE MEMBERS ABSENT: Jennifer Cabral None. Carla Dillon Al Garcia Tom Grant Tina Knapp Mark Manzo Kathy Millea Jeff Mohr Roya Sohanaki Steve Speakman OTHERS PRESENT: Brad Hogin, General Counsel Claire Hervey Collins, Special Counsel Fred Smith (Director) Lucille Kring (Alternate Director) PUBLIC COMMENTS: No public comments were provided. Clerk of the Board Kelly Lore, provided a Late Communication memo to the Committee regarding corrections to Item No. 1. 04/26/2017 Steering Committee Minutes Page 1 &4 REPORTS: Chair Sebourn provided a brief update on his recent trip to Sacramento where Vice- Chair Shawver, Director Collacott, and he attended a reception hosted by OCSD and OCWD to thank legislative staff and Committee members for their support in regard to the passage of AB 2022. General Manager Jim Herberg 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 regular meeting of the Steering Committee held on March 22, 2017 as corrected. AYES: Deaton; Sebourn; Shaw; Shawver, Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: None NON-CONSENT CALENDAR: 2. IRVINE RANCH WATER DISTRICT OUT OF AREA SERVICE AGREEMENT FOR LOS ALISOS ADDITION (Rob Thompson) Director of Engineering Rob Thompson provided a brief overview of this item. Director Withers stated this agreement was approved at a recent meeting of the IRWD Board of Directors. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve an agreement with the Irvine Ranch Water District allowing wastewater flow to enter Orange County Sanitation District's service area from Portola Hills and Baker Ranch, for a period of three years, from date of execution, and to support Irvine Ranch Water District's application to the Local Agency Formation Commission for an Orange County Sanitation District change of service boundaries to permanently service these areas. AYES: Deaton; Sebourn; Shaw; Shawver; Wagner; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: None 04/26/2017 Steering committee Minutes Page 2 of 4 INFORMATION ITEMS: 3. SELECTION OF 2017 HONOR WALK RECIPIENTS (Jim Herberg) Mr. Herberg introduced this item, explained the Honor Walk selection process, and provided a brief biography of the nominated employees. MOVED. SECONDED, AND DULY CARRIED TO: Approve nominated retired and deceased employees, Charlie McGee, Peter McGrath and Antonino"Tony" Pira as Honor Walk brick recipients for the year 2017. AYES: Deaton; Sebourn; Shaw; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: None Mr. Herberg announced that the Honor Walk Ceremony will take place on May 24, 2017 at 4:00 p.m. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(2): 54956.9(d)(4): and 54956.8: The Committee convened in closed session at 5:12 p.m. to discuss two items. (Item No. CS-2 was not heard.) Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:57 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Special Counsel Claire Hervey Collins reported that the Steering Committee voted to: Recommend to the Board of Directors to: Authorize legal counsel to initiate legal action to confirm property rights in or adjacent to Plant No. 1. AYES: Deaton; Sebourn; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw (recused) 04262017 Steering Committee Minutes Page 3 of 4 General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 6:00 p.m. to the next Steering Committee meeting to be held on Wednesday, May 24, 2017 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 04/26/2017 Steering Committee Minutes Page 4 of 4 STEERING COMMITTEE nteaHngoae Tg ea.gf oir. os/za/I� os/z4/v AGENDA REPORT emNumber IemNumber z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 17-08, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Fixing and Establishing Rules of Procedure for the Conduct of Business of the District, and Repealing Resolution No. OCSD 15-27." BACKGROUND The procedures are being updated at this time to reflect a new start time of 12:00 p.m.for the Legislative and Public Affairs Committee meetings; designating Committee assignment for the Board Chairperson and Board Vice-Chairperson's appointed Alternate Directors; and minor clerical revisions. RELEVANT STANDARDS • CA Government Code Section 54950 et seq. • Comply with transparency and communication requirements, including the Brown Act PRIOR COMMITTEE/BOARD ACTIONS December 2015 - Adopted Resolution No. OCSD 15-27, "A Resolution of the Board of Directors of Orange County Sanitation District Fixing and Establishing Rules of Procedure for the Conduct of Business of the District, and Repealing Resolution No. OCSD 15-01:' ADDITIONAL INFORMATION N/A ATTACHMENT The following attachment(s) is attached in hard copy and may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Resolution No. OCSD 17-08 Page 1 of 1 RESOLUTION NO. OCSD 17-08 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICT, AND REPEALING RESOLUTION NO. OCSD 15-27 WHEREAS it is necessary to establish rules of procedure to facilitate the orderly handling of business to come before the Orange County Sanitation District Board of Directors and Standing, Steering, Special and Ad Hoc Committees. NOW THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: Rules of Procedure. That the following rules of procedure be adopted for the conduct of business of the District: A. Regular Meetings. There shall be a regular monthly meeting of the Board of Directors of the District on the fourth Wednesday of every month at 6:00 p.m., in the Administrative Offices of the District, located at 10844 Ellis Avenue, Fountain Valley, California; provided, however, if the fourth Wednesday of the month falls upon a legal holiday, said monthly meeting shall be held on the next day thereafter, at the same time and place, unless the Board adjourns to a different date and time. The Board of Directors may adjourn any regular, special or adjourned special meeting to a time and place certain, as specified in the order of adjournment. B. Special Meetings. A special meeting of the Board of Directors may be called in either one of the following ways: (1) By the Chairperson of the Board of Directors; or (2) By the written request of a majority of the Steering Committee delivered to the Clerk of the Board. The call or notice for special meeting shall be in writing and delivered personally or by mail at least twenty-four (24) hours before the time of such meeting, as specified in the notice. Any notice deposited in the regular mail addressed to a Director at the address he or she has on file with the Clerk of the Board postage prepaid, sixty (60) hours in advance of any such meeting as specified in the notice, shall be presumed to have been delivered. The call or notice shall specify the time and place of the special meeting, a description of the business to be transacted, and copies of all pertinent written materials. OCSD 17-08-1 Such written notice may be dispensed with as to any Director or Alternate Director who, at or prior to the time the meeting convenes, files with the Clerk of the Board a written waiver of notice. Such waiver may be given by facsimile or electronic mail. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. The Clerk of the Board shall diligently attempt to notify each Director personally of the time, place and purpose of said meeting, not less than twenty-four(24) hours before the time of said meeting. The call or notice shall be posted in the administrative offices' public lobby at least twenty-four (24) hours prior to the special meeting. C. Meetings Adjourned by Clerk of the Board. If at any regular, adjourned regular, special or adjourned special meeting, there is not a quorum of Directors present, the Clerk of the Board may declare the meeting adjourned to a stated time and place and shall cause written notice of the adjournment to be given in the same manner as for a special meeting, unless such notice is waived as provided for in special meetings. Within twenty-four (24) hours after the time of the adjournment, a copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held. D. Notices to News Media. When any local newspaper of general circulation, radio or television station requests, in writing, notices of meetings of the Board of Directors, the Clerk of the Board shall thereafter, until receipt of a notice terminating said request, deliver notices of regular, regular adjourned and special adjourned meetings to such newspapers, radio or television stations. Delivery shall be made in the same manner as delivery is made to the Directors. E. Conduct of Meetings. (1) Procedural Rules. The procedural rules for debate and action shall be as set forth in Table 1, attached hereto and adopted herein by reference. Robert's Rules of Order shall not be applicable or govern the procedures for the conduct of Sanitation District business. (2) Legal Officer. In any case of ambiguity or uncertainty in the interpretation or application of these Rules to any procedure, the presiding officer may direct such question for a ruling to the Board's General Counsel, who shall be the parliamentarian of the Board. (3) Obtaining the Floor and Making Motions. Any member of the Board wishing to speak, or any member of the public wishing to address the Board, must first be recognized by the Chairperson. The Chairperson must recognize any member of the Board who seeks the floor when appropriately entitled to address the Board. Any member of the Board, including the Chairperson, may bring a matter of business properly before the Board by making a motion. Any member, including OCSD 17-08-2 the Chairperson, except the member making the motion, may second the motion. Once a motion is seconded, it may be opened for discussion and debate, in accordance with the procedures in Subsection (4) below. (4) Rules for Discussion. Debate and Deliberation by the Board. The procedures for consideration and action on all matters to come before the Board shall be in compliance with the terms of this Section, as follows: (a) Each item on the Agenda will be introduced in a form of a report by either Staff or Counsel. (b) Upon completion of the report, the Chairperson will allow for direct questions regarding the item, by Directors, each in turn, and in the order as selected by the Chairperson. (c) Upon completion of the question period, the Chairperson will entertain a motion and second for consideration by the Board. (d) Discussion among the Directors will follow. Each Director will be recognized to address the Board in the order selected by the Chairperson, with a five (5) minute time limit for each Member wishing to speak on the Agenda item, unless the time limit is waived by the Chairperson. There will be no interruptions of the Director who has been recognized. Attempted interruptions will be declared out-of-order, and the Board Member attempting to interrupt will be asked to remain silent until recognized. (a) As an additional courtesy to everyone, repetition of comments will be discouraged in the interest of time, and at the discretion of the Chairperson, can be declared out-of-order. (f) After each Member who wishes to speak has been recognized and completed his/her remarks, a single three (3)minute period of rebuttal will be allowed any Director, unless the time limit is waived by the Chairperson. (g) If it appears to the Chairperson that any Director is pursuing a line of questioning or commentary due to lack of preparation or prior review with the District's Staff, the Director's time will be declared to have been used up, and no further inquiry will be allowed. (h) Upon adoption of a motion on an Agenda item, there will be no further discussion of that item. (5) Decorum in Debate. All Members shall address their remarks to the Chairperson and confine them to the business then pending and subject to discussion before the Board, avoiding personalities and reflections upon anyone's motives. OCSD 17-08-3 (6) Closing or Limiting Debate. At all times the Board shall endeavor to allow free and open debate among Members of the Board. However, in the discretion of the Chairperson, it may become necessary to close or limit debate, so that action can be taken by the Board. An order by the Chairperson closing or limiting the debate can only be set aside by a majority vote of the Board. F. Quorum. A majority of the Directors shall constitute a quorum of the Board. G. Chairperson and Vice Chairperson of the Board. A Chairperson and Vice Chairperson of the Board shall be elected by a majority vote of Directors at the regular meeting in June of each year, and will assume office July 1st. The nominations for Chairperson and Vice Chairperson shall be made at the regular Board meeting in May of each year. Any person nominated for Chairperson shall be deemed to be nominated for Vice Chairperson in the event the person is not elected as Chairperson. Thereafter, the nominees shall prepare a statement setting forth their qualifications for the office sought. The statements shall be mailed to members of the Board of Directors with the Agenda and other meeting material for the June regular meeting. If only one individual is nominated for Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Chairperson, no election shall be held in June, and the individual shall assume office July 15'. If only one individual is nominated for Vice Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Vice Chairperson, no election shall be held in June, and the individual shall assume office July 1 St. The Chairperson and Vice Chairperson shall serve at the pleasure of a majority of the Directors. In the event the office of Chairperson becomes vacant due to resignation or retirement of the incumbent prior to the expiration of the regular term, the Vice Chairperson shall automatically succeed to the office of the Chairperson and shall continue to serve through the remainder of the regular term unless sooner removed by action of a majority of the Directors. In the event the office of Vice Chairperson becomes vacant prior to the expiration of the regular term, nominations and the election of a Director to serve in that capacity shall be conducted at the next regular Board meeting. The person so elected shall serve the balance of the regularly-scheduled term unless sooner removed as a result of action by a majority of the Directors. The Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Chairperson. The Vice Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Vice Chairperson. H. Presiding Officer. The Chairperson of the Board shall preside during meetings of the Directors. In the absence of the Chairperson, the Vice Chairperson shall preside. I. Clerk of the Board and Minutes. The Board of Directors shall have a person designated to serve as Clerk of the Board. The Clerk of the Board will be appointed to OCSD 17-08-4 the position by the General Manager and shall report to the General Manager or a Department Head as designated by the General Manager. The Clerk of the Board will be a regular full time employee, subject to all the rules and policies applicable to all regular full time employees. The Clerk of the Board shall attend all meetings of the Board of Directors, unless excused by the Chairperson, and shall prepare an accurate record of each meeting for submission to the Directors and subsequent approval at the following meeting; provided, however, that when an adjourned, special or special adjourned meeting of the Board of Directors immediately precedes a regular meeting, Minutes of said meeting shall be submitted for approval at the next meeting of the Board following said regular meeting. In the preparation of Official Minutes of a meeting of the Board of Directors, the Clerk of the Board will not record the name of the Director who moves or who seconds the adoption of a motion or Resolution, except the vote of any individual Director shall be recorded upon that Director's request. The Minutes will reflect the votes by name of Director when required by provisions of state law. In the absence of the Clerk of the Board, a Deputy Clerk of the Board shall be appointed to exercise the duties of the Clerk of the Board. J. Regular Business to Come Before the Board of Directors. Insofar as practicable, all items of business to be taken up at a regular meeting of the Board shall be submitted to the Clerk of the Board, who shall include on the Agenda all such items submitted by Directors, the General Manager and General Counsel, and all formal communications. The Clerk of the Board shall mail to each Director a notice of such regular meetings, together with a proposed Agenda, not later than the Friday immediately preceding such regular meetings. Said Agenda, insofar as possible, shall include copies of Resolutions, except as hereafter provided, and a description of all matters to be considered, together with any pertinent written materials. Agendas shall be posted in a location freely accessible to the public not less than seventy-two (72) hours in advance of the meeting. Resolutions designated as "standard" and adopted by the Board of Directors from time to time,and approved as to form and content, need not be included with said Agenda; provided, however,that the information completing said standard Resolutions shall be set forth on the Agenda listing, and copies of said standard Resolutions shall be on file with the Clerk of the Board at the meeting time and place. Items of business not known at the time the regular Agenda is mailed as herein provided, may be considered as supplemental Agenda items; provided that all requirements of the Ralph M. Brown Act (California Government Code Sections 54950 at seg.) are satisfied. OCSD 17-08-5 No business, except with consent of two-thirds of the Directors present(a majority of Directors present for emergency actions), and only if permitted by the Ralph M. Brown Act, not appearing on the regular or supplemental Agendas may be brought before the Board of Directors. The meeting Agenda shall provide for an opportunity for members of the public to address the Board on items on the Agenda and non-Agenda items of public interest. As determined by the Chairperson, speakers may be deferred until the specific Agenda item is taken for discussion, and remarks may be limited to three (3) minutes. Speakers on non-Agenda items may address only items that are within the subject matter jurisdiction of the Board of Directors. Time allotted for such presentations is limited to three (3) minutes or less. Total time allotted for all public input on each non-Agenda item is limited to thirty (30) minutes to one (1) hour, taking into consideration the number of persons filing a request to address the Board. However, time allotments may be waived by a majority vote of the Board. K. Handling of Business and Voting. During the course of a Board meeting, routine matters listed on the Agenda for consideration will be referred to by Agenda Item Number only. Voting on all Resolutions shall be by roll call, except if waived by unanimous voice vote, in which event, the Chairperson may order a unanimous ballot cast in favor of the motion or Resolution under discussion. The name of each Director shall be called only once. On matters of considerable interest or on which there appears to be a controversy, the motion or Resolution shall be read by title or repeated by the Chairperson. The Chairperson shall thereafter call for discussion of the motion or Resolution, at which time any member may discuss the pending matter. Any person other than a Director present at the meeting may speak on the motion if recognized by the Chairperson. Sole discretion as to the extent of discussion outside of the membership of the Board shall rest with the Chairperson. At the close of discussion, the Chairperson may, at the Chairperson's discretion, repeat the motion or Resolution pending, and thereafter, call for a vote. The Clerk of the Board shall determine and state whether or not a motion or Resolution is adopted by roll call vote. On all other matters, the Chairperson shall determine the outcome of the voting. L. Committees. (1) Standing Committees. (a) Steering Committee: There shall be a permanent Committee designated as the Steering Committee, comprised of the Chairperson of the Board, the Vice Chairperson of the Board, the Chairperson of each of the Standing Committees, and three at-large members selected by the Chairperson of the Board. The Vice Chairperson OCSD 17-08-6 of each of the two Standing Committees shall serve as the designated Alternate, in the absence or inability to serve by any Chairperson. In the absence or inability of any designated member of the Steering Committee to serve, his/her city appointed Alternate Director may not serve in that member's absence. The Committee shall also conduct an annual performance evaluation of the General Manager and submit recommendations on his/her compensation to the Board of Directors. The Committee shall also review the General Manager's evaluation and compensation of the executive management employees, based on established criteria, and executive management's goals and objectives for the following year. The Committee shall conduct an annual performance evaluation of General Counsel and submit recommendations to the Board of Directors as provided by Resolution No. OCSD 12-03. The Committee shall make recommendations to the Board of Directors on labor negotiations and other related activities as may be needed or appropriate. The Committee shall also be authorized to assign new subjects of significant importance to the appropriate Standing Committee for study, evaluation and recommendation. The Steering Committee shall meet on the fourth Wednesday of each month at 5:00 p.m. preceding the Board's meeting, or at the call of the Chairperson of the Board of Directors. (b) Administration Committee: There shall be a permanent Administration Committee (Finance, Human Resources and Information Technology) to advise the Staff and make recommendations on matters related to the financial, budgeting, administrative and personnel policies and programs of the District. The Committee shall review with the Staff the procedures for development, preparation and format of the annual budget and recommend appropriate change, and counsel the Staff during the budget process to assure the proper interpretation and implementation of the Board's policies and that the desired procedures have been followed. The responsibility for consideration and adoption of the District budget rests with the Board of Directors. The Committee shall periodically interview and recommend the selection of outside auditors. The Committee shall review the result of the annual audit of the District's accounts with representatives of the outside audit firm, including any comments received recommending improvements. The Committee shall review management's response to these comments and make appropriate recommendations for implementation. OCSD 17-08-7 Periodically, the Committee shall recommend employment of an outside firm to audit internal control procedures to safeguard the assets of the District. The Committee shall interview and make recommendations on the employment of investment-banking firms, bond counsel and, if necessary or desired, financial advisors, to be used in connection with the District's financing programs. The Committee shall periodically coordinate recommendations on personnel audits of the District's operations or segments of the operations on an as-needed basis. The Committee shall make recommendations on personnel policies and procedures, insurers and coverage, procurement procedures and such other related activities as may be needed or appropriate. The Chairperson of the Board of Directors shall appoint a Committee Chairperson and a Committee Vice Chairperson for the Administration Committee. The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The Administration Committee shall consist of thirteen members, as follows: (1)The Chairperson of the Board of Directors; (2)The Vice Chairperson of the Board of Directors; (3)The Committee Chair of the Administration Committee; (4)The Committee Vice Chair of the Administration Committee; and (5) Nine additional Board members appointed by the Chairperson of the Board of Directors. Other than the Board Chairperson and the Board Vice Chairperson, no Director who serves on the Operations Committee shall be eligible to serve on the Administration Committee. In the absence of the Board Chairperson, his or her alternate Director may attend meetings of the Administration Committee. The Administration Committee shall meet on the second Wednesday of each month at 5:00 p.m., or at the call of its Chairperson. (c) Operations Committee: There shall be a permanent Committee designated the Operations Committee (Engineering, Operations & Maintenance and Environmental Services). With the goal of compliance with all public health and environmental laws and regulations, the Operations Committee shall review and submit appropriate recommendations on the matters pertaining to the operation of the District Treatment Works, including such matters as current and projected service/flow OCSD 17-08-8 needs, level and quality of treatment, conservation, recycling and reuse activities and air quality issues. The Committee shall also review issues pertaining to the District's NPDES Ocean Outfall Discharge Permit, including annual review of the contractor(s) performing the ocean monitoring and research programs required as a condition of said permit, and related issues regarding protection of the marine waters off metropolitan Orange County's coastline from impacts resulting from the District's operations and discharge of treated wastewater. The Committee shall also review matters pertaining to contractual arrangements by the District to provide sewerage services to areas outside the District's boundaries or approved spheres of influence. The Committee shall review plans for the future needs of the District, explore alternatives and make recommendations to the Board of Directors. The Operations Committee shall also review and submit appropriate recommendations on matters pertaining to capital projects which address operational needs, including the selection of professional consulting services to assist in studying, planning and designing needed District Treatment Works and support facilities, including computerized systems, in accordance with the Board's established policies and procedures for procuring such services; the Committee shall further review construction projects for said facilities in accordance with applicable public works laws and Board policies. Said oversight shall include the contracts for professional services and public works construction projects and addenda or change orders thereto. In carrying out its responsibilities, the Committee shall receive advance notice and regular status reports on the projects from Staff, and monitor, visit and observe the District Treatment Works' operational functions and major capital construction projects. The Chairperson of the Board of Directors shall appoint a Committee Chairperson and a Committee Vice Chairperson of the Operations Committee. The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The Operations Committee shall consist of fourteen members, as follows: (1)The Chairperson of the Board of Directors; (2)The Vice Chairperson of the Board of Directors; (3)The Committee Chair of the Operations Committee; (4)The Committee Vice Chair of the Operations Committee; and OCSD 17-08-9 (5)Ten (10)additional Board members appointed by the Chairperson of the Board of Directors. Other than the Board Chairperson and the Board Vice Chairperson, no Director who serves on the Administration Committee shall be eligible to serve on the Operations Committee. In the absence of the Board Vice-Chairperson, his or her Alternate Director may attend meetings of the Operations Committee. The Operations Committee shall meet on the first Wednesday of each month at 5:00 p.m., or at the call of its Chairperson. (d) Legislative and Public Affairs Committee: There shall be a permanent Committee designated as the Legislative and Public Affairs Committee, comprised of the Chairperson of the Board, the Vice Chairperson of the Board, and five at-large members selected by the Chairperson of the Board. The Committee shall advise the Staff and make recommendations on matters related to the legislative and public affairs programs of the District. The Legislative and Public Affairs Committee shall meet on the second Monday of each month at 12:00 p.m. or at the call of the Board Chairperson. (2) Special and Ad Hoc Committees. In addition to the Standing Committees, the Chairperson of the Board of Directors, or the Chairperson of a Standing Committee, or a majority of the Directors, may appoint from time to time, Special or Ad Hoc Committees to study and report on specific matters. Such Committees shall be temporary in nature, and their assignments shall pertain to a current, specific issue. Upon completion of the assigned task, the Ad Hoc or Special Committee will be dissolved. The Chairperson and Vice Chairperson of Special and Ad Hoc Committees shall be appointed by the Chairperson of the appointing authority. Each Special and Ad Hoc Committee shall meet at the call of its Chairperson. (a) Alternates: If a regular Director cannot attend a meeting of the Operations Committee, the Administration Committee or the full Board of Directors, the Director's alternate may attend in place of his or her regular Director. An alternate Director may not, however, attend a meeting of any other Committee in the absence of his or her regular Director. M. Motion to Refer to a Standing Committee. Any Director at a Board meeting may move to have a policy or any other activity affecting the Sanitation District, or any one of the member Agencies, referred to a Standing Committee for study and report. This motion shall be a privileged motion, and when duly seconded, discussion thereof shall be limited to Directors only. Said motion shall receive an affirmative vote of a majority of the Directors for adoption. OCSD 17-08-10 Section 2: Procedure for Consideration of Demands for Corrective Action. A. Requirement of Written Demand. Prior to any person commencing ajudicial action for injunction or mandamus to declare any action taken by the Board void because of failure to observe Brown Act requirements, such person must first serve upon the Clerk of the Board a written demand describing the alleged violation and demanding corrective action. Such demand must be served upon the Clerk of the Board within thirty (30) days of the complained of action. Failure to serve any such demand within this thirty (30) day period shall result in the loss of any right to challenge any action to have been taken in violation of Sections 54953, 54954.2 or 54956 of the California Government Code. B. Consideration of Corrective Action. Upon receipt of such a demand, consideration of the demand shall immediately be placed on the Agenda for the next meeting of the Board of Directors. If the demand is received less than seventy-two (72) hours prior to the time set for the next meeting, the Board may determine that the notice constitutes the initiation of litigation, and that the need to take action on the threatened litigation arose subsequent to the posting of the Agenda, and may consider it at that meeting pursuant to Section 1(J) above. A description of any item so placed on the Agenda shall include both consideration of the demand, and the possibility of corrective action by the Board. In considering such demands, the Board shall first determine, by motion, whether corrective action should be taken. If no motion to take corrective action is carried, the Clerk of the Board shall inform the demanding party in writing of the Board's decision not to cure or correct the challenged action. C. Implementing Corrective Action. If a motion to take corrective action passes, the Chairperson may entertain a motion implementing corrective action. Any motion implementing corrective action shall address the concerns raised in the consideration of corrective action. The motion implementing corrective action may include a motion to rescind prior action taken, as appropriate. Passage of a motion to rescind invalidates prior action only as of the time of the passage of the motion, and not from the date of the initial action. A motion implementing corrective action resulting from a written demand is out-of-order if the action complained of(a)was in connection with the sale or issuance of notes, bonds, or other evidences of indebtedness, or any contract, agreement, or incident thereto; or (b) gave rise to a contractual obligation upon which a party has, in good faith, detrimentally relied. In any event, the Board shall notify the party making the demand in writing of its decision to take corrective action, and shall describe any corrective action taken. This notice shall be given to the demanding party as soon as possible after the meeting, but in no event more than thirty (30) days after receipt of the demand. Section 3: Resolution No. OCSD 15-27 is hereby repealed. Section 4: This Resolution shall become effective immediately. OCSD 17-08-11 PASSED AND ADOPTED at a regular meeting of the Board of Directors held May 24, 2017. Gregory C. Sebourn Board Chairman ATTEST: Kelly A. Lore Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel OCSD 17-08-12 STATE OF CALIFORNIA ) ss 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 17-08 was passed and adopted at a regular meeting of said Board on the 2411 day of May, 2017, 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 24th day of May, 2017. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 17-08-13 TABLE 1 BOARD PROCEDURES AND ORGANIZATION SUMMARY OF MOTIONS A. PRIVILEGED MOTIONS Kind of Second Vote Motion Required Debatable Amendable Required Purpose Adjourn Yes No No Majority To end the meeting To Take a Yes No No Majority To interrupt a Recess meeting for a short time or to provide an intermission Raise a No No No None To obtain action Question of immediately in an Privilege emergency B. MAIN MOTION AND RELATED SUBSIDIARY MOTIONS Kind of Second Vote Motion Required Debatable Amendable Required Purpose Main Yes Yes Yes Majority To introduce new Motion business Amend Yes Yes Yes Majority To modify or alter a Main motion Motion Substitute Yes Yes Yes Majority To replace the main Motion motion entirely OCSD 17-08-14 Previous Yes No No Majority To close debate on Question the main or amended motion immediately Continue to Yes Yes Yes Majority To defer action a Certain Time To Table Yes No No Majority To discontinue consideration until brought back by vote of the Board Take a Yes No No Majority To bring before the Motion group a motion from the previously tabled Table Limit or Yes No Yes Majority To limit or extend Extend limits of debate Limits of Debate Refer to a Yes Yes Yes Majority To place business in Committee hands of a Committee Withdraw a No No No None To withdraw a Motion motion before it is voted on Reconsider Yes Yes No Majority To secure a new must be vote on a motion by a previously voted Director upon who voted for the prevailing side on the original motion OCSD 17-08-15 C. INCIDENTAL RULES NON-RANKING Kind of Second Vote Motion Required Debatable Amendable Required Purpose Request to Yes No No Two- To facilitate business Suspend Thirds ordinarily contrary to the Rules the rules of the organization Override Yes No No Majority To have Board Order of majority rule on the the Chair order Point of No No No None To enforce the rules Order of the organization OCSD 17-08-16 STEERING COMMITTEE Melting D310 TOBE.Or Dir. 0s/24117 os/z4/17 AGENDA REPORT Item Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: LEGAL SERVICES WITH LEWIS BRISBOIS BISGAARD & SMITH, LLP GENERAL MANAGER'S RECOMMENDATION Authorize an increase of $150,000 to sole source Purchase Order 105851-OB to Lewis Brisbois Bisgaard & Smith, LLP for legal services, for a total cost of$225,000. BACKGROUND When the Orange County Sanitation District's (Sanitation District) primary legal counsel has a conflict of interest, matters are referred to a secondary legal counsel. Due to a conflict of interest, the Sanitation District has secured the legal services of Lewis Brisbois Bisgaard & Smith, LLP (LBBS) related to matters involving the Orange County Transportation Authority (OCTA) and the City of Newport Beach. In partnership with the California Department of Transportation (Caltrans), OCTA proposes, Interstate 405 Improvement Project (OCTA 405 Project) to widen Interstate 405 between State Route 73 and Interstate 605. Multiple Sanitation District sewers and structures, both inside and outside of Plant No. 1, will conflict with the OCTA 405 Project and will require modifications and/or relocations. The OCTA 405 Project will also construct an on-ramp to the southbound Interstate 405 beginning at Ellis Avenue near the Sanitation District's Plant No. 1 entrance. OCTA is also managing the OC Streetcar Project, which proposes an alignment that will cross or run parallel with Sanitation District sewer pipes, affecting maintenance, and future rehabilitation. The City of Newport Beach has proposed the transfer of certain land rights adjacent to the 15th Street Pump Station to the Sanitation District. The Sanitation District is also seeking to initiate legal action to confirm property rights to a small parcel of land in or adjacent to Plant No. 1. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Protection of Orange County Sanitation District assets • Ensure the public's money is wisely spent 4844-99135047.1 Page 1 of 4 PROBLEM OCTA has several projects throughout the service area including the OCTA 405 Project and the OC Streetcar. In January 2017, OCTA sent the Sanitation District a Notice of Decision to Appraise the taking of certain property interests at Plant No. 1. That Notice of Decision to Appraise initiates the eminent domain process. In addition, OCTA has sought to modify or protect in place many Sanitation District sewers which will require multiple utility modification agreements. The Sanitation District needs legal services to review, draft, and negotiate utility modification agreements, to provide counsel during the eminent domain process, and to provide counsel with respect to the proposed OC Streetcar impacts. The Sanitation District also needs legal services in connection with matters involving the City of Newport Beach, and in connection with legal action to confirm property rights in or adjacent to Plant No. 1. PROPOSED SOLUTION Procure legal services to assist the Sanitation District in matters related to OCTA and Plant No. 1, as well as one matter related to the City of Newport Beach. TIMING CONCERNS OCTA has established schedules for both of its projects. The Sanitation District would like to work cooperatively with OCTA to meet its schedules and have legal counsel available to review agreements and provide counsel. In November 2016, OCTA awarded a Design-Build contract for the OCTA 405 Project. In January 2017, OCTA issued to the Sanitation District a Notice of Decision to Appraise, which initiates the eminent domain land acquisition process. The Sanitation District would like to have legal counsel in order to effectively and timely evaluate impacts and negotiate with OCTA to ensure that all impacts to the Sanitation District are mitigated, that the Sanitation District receives just compensation for any property acquisition and related impacts. OCTA has advised that in order to meet its project schedule, OCTA must acquire the property rights from the Sanitation District by January 2018, or OCTA will commence eminent domain proceedings. RAMIFICATIONS OF NOT TAKING ACTION Without action, the Sanitation District would not have legal counsel on matters related to OCTA or the Newport Beach transaction, or could delay the OCTA Project. PRIOR COMMITTEE/BOARD ACTIONS N/A 4844-9913-5047.1 Page 2 of 4 ADDITIONAL INFORMATION The OCTA Projects will have numerous impacts to the operations and facilities of the Sanitation District. At Plant No. 1, the OCTA 405 Project plans to construct a new on- ramp to the southbound Interstate 405 that will require the relocation of the current Ellis Avenue entrance, the guard shack, utilities, wastehauler receiving station, CNG gas station, and electric vehicle charging stations. In addition, the OCTA 405 Project has already impacted the Sanitation District's schedule and siting of a new headquarters complex including parking during and after construction. The OCTA 405 Project also includes 22 locations throughout the county where Sanitation District sewers are impacted, and will require relocation, modification, reconstruction, or build-over of existing Sanitation District sewers. The OCTA 405 Project will require a total of at least ten agreements with the Sanitation District, including a Cooperative Agreement, a Land Acquisition Agreement, and eight Utility Agreements. A Cooperative Agreement was approved by the Sanitation District Board of Directors (Board) in August 2016 and accepted OCTA's proposal to relocate the interim Plant No. 1 main entrance, and to modify and relocate onsite Plant No. 1 utilities. The Cooperative Agreement included the following terms: • OCTA to fund the design and construction of the new interim entrance and relocate utilities at current Ellis Avenue entrance • Sanitation District to review and approve the new interim entrance design and utility relocation plans • Sanitation District to inspect and accept new interim entrance construction and utility relocations • OCTA to reimburse the Sanitation District costs up to $470,000 for design and legal review Eight separate Utility Agreements will address the OCTA 405 Project impacts to the Sanitation District collection system, including relocation, modification, or reconstruction of existing Sanitation District sewers. The Utility Agreements will include the following terms: • OCTA to fund the relocation, reconstruction,and protection of multiple regional sewers crossing Interstate 405 • OCTA to reimburse Sanitation District staff costs to review and approve designs • OCTA to reimburse Sanitation District staff costs to inspect and accept construction work • OCTA to reimburse the Sanitation District staff costs to administer the agreements 4844-99135047.1 Page 3 of 4 OCTA also proposes to enter into a Land Acquisition Agreement to acquire certain Sanitation District property rights including: • A purchase of land to construct, maintain and operate the on-ramp • Permanent and temporary construction easements to benefit Caltrans, Southern California Edison, the Orange County Water District, and the City of Fountain Valley The Sanitation District will also seek to include in the Land Acquisition Agreement reimbursement for agency impacts, including delay costs for the headquarters complex, temporary and permanent parking impacts, existing facility relocation costs including design and CEQA preparation, staff planning and coordination, and legal and appraisal support costs. Sanitation District staff will present this agreement to the Board in the upcoming months, and the reimbursement amount has not yet been determined. A Purchase Order to Lewis Brisbois Bisgaard & Smith, LLP was issued in October 2016 and due to the complex nature of the transactions with OCTA, staff anticipates additional expenses to provide counsel. The Sanitation District will seek reimbursement for these costs to the extent possible. CEQA N/A FINANCIAL CONSIDERATIONS For costs related to the OCTA 405 Project, the funds will be allocated from the Replacement, Rehabilitation, and Refurbishment budget in the cash flow projections, FY 2016-17 and 2017-18, Section 4, Page 16, Item 14. However, the Sanitation District will seek reimbursement by OCTA to the extent possible. For services related to other OCTA-related expenses, Plant No. 1 property rights, and the City of Newport Beach, this item has been budgeted (FY 2016-17 Line item: Professional and Contractual Services, Section 6, Page 56). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: N/A CD:sa:gc 4844-99135047.1 Page 4 of 4 STEERING COMMITTEE Melting Dat0 TOBE.Or Dir. gs/24117 OS/za/17 AGENDA REPORT ItemNumber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: APPRAISAL SERVICES WITH MASON AND MASON, INC.; AND RIGHT- OF-WAY CONSULTING SERVICES WITH STADIA REALTY, INC. GENERAL MANAGER'S RECOMMENDATION A. Authorize an increase of $100,000 to sole source Purchase Order 105903-OB to Mason and Mason, Inc. for appraisal services related to the California Department of Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of$140,000; and B. Authorize an increase of $281,800 to sole source Purchase Order 105925-OA to Stadia Realty, Inc. for right-of-way project management consulting related to the California Department of Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of$377,800. BACKGROUND In partnership with the California Department of Transportation (Caltrans), the Orange County Transportation Authority (OCTA) proposes Interstate 405 Improvement Project (OCTA 405 Project) to widen Interstate 405 between State Route 73 and Interstate 605. Multiple Orange County Sanitation District (Sanitation District) sewers and structures, both inside and outside of Plant No. 1, will conflict with the OCTA Project and will require modifications and/or relocations. The OCTA 405 Project will also construct an on-ramp to the southbound Interstate 405 beginning at Ellis Avenue near the Sanitation District's Plant No. 1 entrance. OCTA has initiated the eminent domain process by issuing a Notice to Appraise in January 2017. Sanitation District's special counsel, Lewis Brisbois Bisgaard & Smith, LLP (LBBS), has contracted appraisal and right-of-way services to assist with the valuation, right-of-way evaluations of impacts to the Sanitation District, coordination of communication with OCTA and its contractors, and the negotiation process. Staff is seeking additional funds for these contracts. OCTA has already hired outside appraisers and right-of-way firms to assist in the eminent domain process. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Protection of Orange County Sanitation District assets • Ensure the public's money is wisely spent Page 1 of 4 PROBLEM The OCTA 405 Project will have numerous temporary and permanent impacts to the operations and useful function of the impacted Sanitation District facilities. OCTA's appraiser will assess the fair market value of the proposed acquisition from the Sanitation District. Without sufficient information from the Sanitation District, OCTA may not provide a complete, fair offer for the impacts, which include project schedule delays, loss of business function, internal traffic routing changes, as well as property loss. The Sanitation District requires appraisal and right-of-way consulting services to provide guidance in the eminent domain process, expertise in assessing and quantifying the complex impacts of the OCTA 405 Project, and to support timely response to the complex information requests of OCTA. PROPOSED SOLUTION Procure appraisal and right-of-way consulting services to assist the Sanitation District to properly estimate the financial, operational, and physical impacts from the OCTA 405 Project and assist the Sanitation District and its legal counsel to communicate effectively with and negotiate workable solutions to the challenges created by the OCTA 405 Project. TIMING CONCERNS In November 2016, OCTA awarded a Design-Build contract for the OCTA 405 Project. In January 2017, OCTA issued to the Sanitation District a Notice of Decision to Appraise, which initiates the eminent domain land acquisition process. The Sanitation District would like to have appraisal and right-of-way consulting services available to provide support to staff and legal counsel in order to effectively and timely evaluate impacts and negotiate with OCTA to ensure that all impacts to the Sanitation District are mitigated, and that the Sanitation District receives just compensation for any property acquisition and related impacts. OCTA has advised that in order to meet its project schedule, OCTA must acquire the property rights from the Sanitation District by January 2018, or OCTA will commence eminent domain proceedings. RAMIFICATIONS OF NOT TAKING ACTION Without action, the Sanitation District would not have appraisal services to assess and quantify impacts related to the OCTA projector could delay the OCTA project. In addition, the Sanitation District could miss critical timelines in the eminent domain process, which could result in the loss of financial compensation or the opportunity to negotiate solutions that enable the Sanitation District to maintain its business functionality. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 2 of 4 ADDITIONAL INFORMATION The OCTA Project will have numerous impacts to the operations and facilities of the Sanitation District. These impacts include, but are not limited to: • Parking reconfiguration, loss of parking • Traffic circulation • Replacement property • Potential for Southern California Edison power lines relocating onto Sanitation District property • Demolition costs • Employee relocation • Relocation of CNG Gas Station and Wastehauler Station • Headworks Refurbishment Project and long-term maintenance impacts • Headquarters complex project delays and relocation • Utility relocations • Easements • Loading zone • Pedestrian safety • Professional services • Sanitation District staff time (distraction from core work) • Legal services OCTA proposes to enter into a Land Acquisition Agreement to acquire Sanitation District property and provide just compensation. The Land Acquisition Agreement has not been drafted, but elements are expected to include: • A purchase of land to construct, maintain, and operate the on-ramp • Permanent and temporary construction easements to benefit Caltrans, Southern California Edison, the Orange County Water District, and the City of Fountain Valley • Sanitation District permanent entrance design and construction, security, public parking access, relocation of waste hauler station, coordination of OCTA Project with Sanitation District Headquarters Complex project, and possible temporary housing of staff at an off-site location The Sanitation District will also seek to include in the Land Acquisition Agreement mitigation measures and compensation for agency impacts. The right-of-way and appraisal services proposed here would assist the Sanitation District in determining the mitigation options and just compensation, as well as providing a direct interface with OCTA's contract staff to keep the project moving. The Sanitation District's special legal counsel, LBBS, advised that the services of an appraiser would be necessary to assist in determining just compensation, and has recommended the services of Mason and Mason, Inc. Mason and Mason, Inc. is experienced in similar appraisals and the Sanitation District has procured these services through LBBS, but is seeking additional funds. Page 3 of 4 This work product is privileged and confidential. A purchase order was issued for$40,000 to Mason and Mason, Inc. in January 2017. As the Sanitation District became aware of the complexity of the process and impact, staff believes an additional amount of$100,000 is necessary to meet OCTA timeliness and protect the Sanitation District's interest, for a total cost of$140,000. The Sanitation District will seek reimbursement for these costs to the extent possible. LBBS also advised staff that the services of a right-of-way project management consultant would assist LBBS and the Sanitation District in the eminent domain process, and recommended the services of Stadia Realty, Inc. Stadia Realty, Inc. is an eminent domain land acquisitions right-of-way consultant experienced in providing real estate-related consulting services to both public and private parties. Stadia's scope includes review and analysis of OCTA Project impacts on Sanitation District property and operations, preparation of timelines and presentations, proposal of solutions to Sanitation District staff, and coordination and liaison between both agencies. Stadia has performed a significant amount of work to date in preparing the Sanitation District for recent meetings with OCTA including the site visit for the appraisal. This work is being performed in conjunction with legal counsel's representation of the Sanitation District, and at legal counsel's direction, and therefore, the work product is privileged and confidential. In February 2017, a $96,000 purchase order was issued to Stadia Realty, Inc. The Sanitation District will seek reimbursement for these costs to the extent possible. An additional amount of$281,800 is being requested, for a total cost of$377,800. Staff continues to negotiate with OCTA to find the best technical, long-term solution, and to help offset cost impacts to changes that are attributable to the OCTA Project. CEQA N/A FINANCIAL CONSIDERATIONS The funds will be allocated from the Replacement, Rehabilitation, and Refurbishment budget in the cash flow projections, FY 2016-17 and 2017-18, Section 4, Page 16, Item 14. However, the Sanitation District will seek reimbursement from OCTA for these costs to the extent possible. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: N/A CD:RD:sa:gc Page 4 of 4 ��iI WOODRUFF $PRA CLOSED SESSION 1 ,. . . . . . . . 555 ANTON BOULEVARD, SUITC1200 C.sIA MNsA, CA 92626-7670 (714)556-0W0 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Steering Committee FROM: Bradley R. Hogin, Esq. General Counsel DATE: May 16,2017 RE: Closed Session Items The Steering Committee desires to hold a closed session on May 24, 2016 for the purpose of conferring with its legal counsel regarding anticipated litigation. Existing facts and circumstances reflect a significant exposure to litigation against the District. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(2). The facts and circumstances are as follows: The District received a letter dated April 28, 2017 from the County of Orange threatening litigation over Resolution 17-07. Respectfully submitted, By: Bradley It. Hogin, G neral Counsel u(454 .1 CLOSED SESSION 2 WOODRUFF SPRADIJN&SMART 555 ANTON BOULEVARD, SUITE 1200 Cosin MEsn, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Steering Committee FROM: Bradley R. Hogin, Esq. General Counsel DATE: May16,2017 RE: Closed Session Items The Steering Committee will hold a closed session on May 24, 2017 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and property are as follows: Bayside Village Marina LLC, 300 East Coast Highway,Newport Beach, CA,APN No.440-132-60.The District's negotiators are General Manager,Jim Herberg;Assistant General Manager,Bob Ghirelli;Director of Finance,Lorenzo Tyner;Director of Engineering,Rob Thompson; Engineering Managers,Kathy Millea and Jeff Mohr; and CIP Project Manager,Adam Nazaroff. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /J 6- Bradley 6- Bradley R. Hogin, 46eneral Counsel 1206984.1 CLOSED SESSION 3 WOODRUFF SPRADLW&SMART 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Steering Committee FROM: Bradley R. Hogin, Esq. General Counsel DATE: May 16,2017 RE: Closed Session Items The Steering Committee will hold a closed session on May 24, 2017 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and properties are as follows: Valley Business Park,APN Nos. 156-165-05, 156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13,APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The his Trust Shabtai,Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K&A Investments LP,APN No. 156-154-08;Fountain Valley Star LLC,APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC,APN No. 156-163-13;Phone Lilly Lin-Lin TR,APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156- 163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC,APN No. 156- 151-03; 7311 Doig Drive Garden Grove,CA,APN No. 131-654-20. The District's negotiators are Jim Herberg, Rob Thompson,Kathy Millea and Jeff Mohr, Wendy Sevenandt, Kevin Turner and John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /f BradleY R. Hogin, Vieneral Counsel 11921611 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response Plan LOS Level Of Service MGD Million Gallons Per Day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O & M Operations & Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act 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. Glossary of Terms and Abbreviations 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 (DIT) — 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 effect'). Groundwater Replenishment System (GWRS) — A joint 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. Levels 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. Glossary of Terms and Abbreviations 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.