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HomeMy WebLinkAbout06-13-2018 Administration Committee Agenda06/13/2018 Administration Committee Agenda Page 1 of 5 Orange County Sanitation District Regular Meeting of the ADMINISTRATION COMMITTEE Wednesday, June 13, 2018 5:00 P.M. Administration Building Board Room 10844 Ellis Avenue Fountain Valley, 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.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 May 9, 2018 Administration Committee Meeting. 2. LABORATORY INFORMATION MANAGEMENT SYSTEM (LIMS) UPGRADE AND ENHANCEMENTS (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement to LabWare for the upgrade of LIMS to the latest version and the implementation of enhancements for facilitating compliance with changing regulations, Specification No. CS-2017-893, for a total amount not to exceed $629,000; and 06/13/2018 Administration Committee Agenda Page 2 of 5 B. Approve a contingency of $125,800 (20%). 3. FY 2018-19 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX, entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges for the 2018-19 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority (“SAWPA”).” NON-CONSENT: 4. ADOPTION OF INTEGRATED REGIONAL WATER MANAGEMENT PLAN AND MOU (Jim Colston) RECOMMENDATION: Recommend to the Board of Directors to: A. Adopt The OC Plan for Integrated Regional Water Management in North and Central Orange County dated March 2018; B. Approve participation in a Memorandum of Understanding between the Orange County Sanitation District, the Orange County Water District, and the County of Orange for Integrated Regional Water Management in North and Central Orange County Watershed Management Areas; and C. Authorize staff to submit applications for State Integrated Regional Water Management Grants under California Proposition 1 for projects prioritized within the Plan. 5. GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2018-19 (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX, entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2018-19 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code.” 6. PROPOSED FY 2018-19 AND 2019-20 BUDGET (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Approve proposed Operating, Capital, Debt/COP Service, and Self-Insurance Budgets for FY 2018-19 and 2019-20 as follows: 06/13/2018 Administration Committee Agenda Page 3 of 5 2018-19 2019-20 Net Operations, Maintenance & Working Capital Worker's Compensation Self Insurance General Liability and Property Self-Insurance Net Capital Improvement Program Debt/COP Service Intra-District Joint Equity Purchase/Sale(1) TOTAL $161,173,160 760,000 1,700,000 174,541,876 80,464,000 3,700,000 $ 422,339,036 $160,204,370 780,000 1,750,000 137,027,258 79,956,000 3,500,000 $ 383,217,628 (1)Cash to/from Revenue Area 14 (RA14) in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15). INFORMATION ITEMS: DEPARTMENT HEAD REPORTS: CLOSED SESSION: (1) 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; 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; and 10540 Talbert Ave. Fountain Valley, CA - APN No.156-151-03 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Assistant General Manager, Rob Thompson; Director of Finance and Administrative Services, Lorenzo Tyner; Engineering Managers, Kathy Millea and Jeff Mohr; and CIP Project Manager, Tom Grant. 06/13/2018 Administration Committee Agenda Page 4 of 5 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; 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; 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: The next Administration Committee meeting is scheduled for Wednesday, July 11, 2018 at 5:00 p.m. 06/13/2018 Administration Committee Agenda Page 5 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 District’s Administration Building located at 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 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 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 klore@ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager James Herberg (714) 593-7300 jherberg@ocsd.com Assistant General Manager Bob Ghirelli (714) 593-7400 rghirelli@ocsd.com Assistant General Manager Rob Thompson (714) 593-7310 rthompson@ocsd.com Director of Finance and Administrative Services Lorenzo Tyner (714) 593-7550 ltyner@ocsd.com Director of Human Resources Celia Chandler (714) 593-7202 cchandler@ocsd.com 05/09/2018 Administration Committee Minutes Page 1 of 8 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, May 9, 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 Wanke on May 9, 2018 at 5:04 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: Chad Wanke, Chairman Donald P. Wagner, Vice-Chairman James Ferryman Peter Kim Richard Murphy Steve Nagel Charlie Nguyen Glenn Parker Erik Peterson Teresa Smith Sal Tinajero Greg Sebourn, Board Chairman David Shawver, Board Vice-Chairman COMMITTEE MEMBERS ABSENT: None STAFF PRESENT: Bob Ghirelli, Assistant General Manager Rob Thompson, Assistant General Manager Celia Chandler, Director of Human Resources Ed Torres, Director of Operations & Maintenance Lorenzo Tyner, Director of Finance & Administrative Services Kelly Lore, Clerk of the Board Janine Aguilar Jennifer Cabral Rod Collins Mark Esquer Al Garcia Lina Hsiao Randall Kleinman Chris Johnson Laura Maravilla Jeff Mohr Andrew Nau Tyler Ramirez Roya Sohanaki John Swindler OTHERS PRESENT: Kendra Carney, Assistant General Counsel Dennis Mulqueeney, Alliant PUBLIC COMMENTS: None. ITEM NO. 1 05/09/2018 Administration Committee Minutes Page 2 of 8 REPORTS: Assistant General Manager Bob Ghirelli reminded the Committee of the Honor Walk Ceremony on May 23 at 4:00 p.m. Mr. Ghirelli also reminded Committee Members scheduled for sexual harassment AB 1661 training of the date of the training, May 16. Mr. Ghirelli concluded his report with an update on Assembly Bill (AB) 2003 (Daly), which is the legislation sponsored by OCSD pertaining to modifying bid advertising requirements, indicated that the bill will be heard on May 9 by the Assembly Local Government Committee, and stated that Director Bernstein will be attending the hearing to speak on OCSD’s behalf. Committee Chair 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 April 11, 2018 Administration Committee Meeting. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner 2. IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL SUBSCRIPTION AND SUPPORT (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: 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%). AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner 3. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: 05/09/2018 Administration Committee Minutes Page 3 of 8 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) AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner 4. REQUEST FOR FUNDING – WASTEWATER FLOW & LOADING STUDY (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Sebourn, T. Smith, Tinajero, and Wanke NOES: None ABSTENTIONS: None ABSENT: Shawver and Wagner Board Vice-Chairman Shawver arrived at the meeting at 5:11 p.m. 05/09/2018 Administration Committee Minutes Page 4 of 8 NON-CONSENT: Committee Chair Wanke called Item No. 10 out of order. Director Wagner arrived at 5:21 p.m. Board Chairman Sebourn departed the meeting at 5:21 p.m. 10. 2018-19 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) Director of Human Resources Celia Chandler provided a brief introduction to the item and then introduced Alliant Vice-President Dennis Mulqueeney who provided an informative PowerPoint presentation and responded to questions regarding the negotiation strategies and the not-to-exceed numbers proposed. MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 5. PHYSICAL SECURITY ACCESS SYSTEM UPGRADE (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner and IT Manager John Swindler each provided a brief overview and described the necessity of the item. MOVED, SECONDED, AND DULY CARRIED TO: 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 $591,165, in accordance with Ordinance No. OCSD-47, Section 2.03(B) Cooperative Purchases; and 05/09/2018 Administration Committee Minutes Page 5 of 8 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. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 6. CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED MARCH 31, 2018 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2018. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 7. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner) Mr. Tyner provided a brief history of the actions leading up to the proposed agreement and responded to questions regarding operational support, possible escrow account, and the transfer of ownership and their financial status. MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 8. SELECTION OF DISTRICT’S BANKING SERVICES MANAGER (Lorenzo Tyner) Mr. Tyner provided information into the selection of the proposed services manager and responded briefly to questions from the Committee. 05/09/2018 Administration Committee Minutes Page 6 of 8 MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn 9. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) Ms. Chandler provided a brief update of the item and responded to questions regarding: evaluation of additional staffing needs; controls; cooperative agreements; and adding FTE’s versus temporary agreements. Director of Operations and Maintenance Ed Torres also responded to questions regarding the qualifications required and training provisions (OSHA) prior to coming to work at OCSD. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Service Contracts for Temporary Employment Services, Specification No. S-2018-929BD, 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 22nd 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 05/09/2018 Administration Committee Minutes Page 7 of 8 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. AYES: Ferryman, Kim, Murphy; Nagel, Nguyen, Parker, Peterson; Shawver, T. Smith, Tinajero, Wanke, and Wagner NOES: None ABSTENTIONS: None ABSENT: Sebourn Director Kim departed the meeting at 6:04 p.m. INFORMATION ITEMS: 11. CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19 (Rob Thompson) Engineering Manager Jeff Mohr provided an informative PowerPoint presentation on the item that included: FY 2017-18 CIP Highlights and Performance, Projected FY 2018-19 Net CIP Outlays by Project Phase and Driver, 10-Year and 20-Year Net CIP Outlay, and FY 2018-19 CIP Highlights. Mr. Mohr and Assistant General Manager Rob Thompson responded to questions. 12. ORANGE COUNTY SANITATION DISTRICT COLLECTIONS, OPERATIONS, AND MAINTENANCE OF OCSD FACILITIES (Ed Torres) Engineering Manager Mark Esquer provided a PowerPoint presentation which included an overview of the OCSD sewer program; OCSD staff structure; monitoring and sampling; odor control dosing; benefits of continuous liquid treatment in collections; and an overview of tools, equipment, and processes used in the field to maintain the facilities. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 05/09/2018 Administration Committee Minutes Page 8 of 8 ADJOURNMENT: Committee Chair Wanke declared the meeting adjourned at 6:27 p.m. to the next regularly scheduled meeting of Wednesday, June 13, 2018 at 5:00 p.m. Submitted by: _____________________ Kelly A. Lore, MMC Clerk of the Board Page 1 of 3 ADMINISTRATION COMMITTEE Meeting Date 06/13/18 To Bd. of Dir. 06/27/18 AGENDA REPORT Item Number 2 Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: LABORATORY INFORMATION MANAGEMENT SYSTEM (LIMS) UPGRADE AND ENHANCEMENTS GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement to LabWare for the upgrade of LIMS to the latest version and the implementation of enhancements for facilitating compliance with changing regulations, Specification No. CS-2017-893, for a total amount not to exceed $629,000; and B. Approve a contingency of $125,800 (20%). BACKGROUND The LabWare LIMS system is used by 60 employees in the laboratory. The data generated by the LIMS system is used in all aspects of Orange County Sanitation District’s (Sanitation District) operations. The last major upgrade took place in October 2011. Our LIMS is highly customized for our Ocean Monitoring Program. These customizations enable staff to be more efficient but causes the upgrade to be more complex. The National Environmental Laboratory Accreditation Program (also known as TNI standard) requires that staff only perform analyses for which they are certified. Staff currently tracks the TNI standard required documentation outside of the LIMS system in Word and Excel files. By moving the required documentation inside the LIMS, the upgraded system will automatically prevent staff from performing analyses that they are not qualified to perform. Similarly, our current in-house developed sample scheduling solution has a risk of missed samples, thus causing the Sanitation District to violate our National Pollution Discharge Elimination System (NPDES) permit. Implementing the LIMS Process Scheduler module will improve sample scheduling rigor. RELEVANT STANDARDS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • 24/7/365 treatment plant reliability • Comply with environmental permit requirements Page 2 of 3 PROBLEM Changing regulations in the state, specifically the TNI 2016 Laboratory Standards adoption and our NPDES permit, require significant effort to modernize the Sanitation District’s LIMS configuration. PROPOSED SOLUTION Modernize the LIMS system to incorporate training and documentation (ISO 17025) and automated sample scheduling solutions while upgrading to the latest LIMS version. TIMING CONCERNS Maintenance and upgrade of the LIMS systems is imperative for continued support of plant operations and Laboratory initiatives. RAMIFICATIONS OF NOT TAKING ACTION The inability to prevent staff from performing analyses that they are not qualified to perform could increase the risk of the Sanitation District losing our TNI certification. The Sanitation District would have to send out samples to a third-party laboratory until we are recertified. Potential to violate our NPDES permit due to missed samples also exists. Not taking this action will prevent the Sanitation District from leveraging technology to increase staff efficiency. PRIOR COMMITTEE/BOARD ACTIONS July 2011 – Administration Committee approved a Professional Services Agreement with LabWare, Inc. for a Laboratory Information System Ocean Monitoring Module. February 1997 - Specification E-268, Implementation of a Laboratory Information Management System. ADDITIONAL INFORMATION On October 18, 2017, the Sanitation District issued a Request for Proposal (RFP) for LIMS Software Modernization and Training; the RFP closed on November 29, 2017. Only LabWare provided a response. A panel consisting of three Sanitation District staff reviewed and ranked the proposal in accordance with the Sanitation District’s Purchasing Ordinance. This RFP used the individual scoring method. Evaluators discussed the relative strengths and weaknesses of the vendor's proposal in each area. Staff recommended awarding the Professional Services Agreement to LabWare for a not-to-exceed amount of $629,000. Page 3 of 3 PROPOSAL EVALUATION TABLE Firm Evaluator # 1 Evaluator # 2 Evaluator # 3 Total Weighted Score (Points)/ Ranking LabWare 557.50 595.00 585.00 579.17 out of 700 Initial Proposed Fee $757,575 Negotiated Fee $629,000 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District’s Purchasing Ordinance. This item has been budgeted in the FY16/17 and 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.com) with the complete agenda package: • Draft Professional Services Agreement Orange County Sanitation District 1 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT PROFESSIONAL SERVICES AGREEMENT LIMS SOFTWARE MODERNIZATION AND TRAINING SPECIFICATION NO. CS-2017-893 THIS AGREEMENT 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 92708-7018 (hereinafter referred to as "OCSD") and ___________ with a principal business at __________________________(hereinafter referred to as "CONSULTANT") collectively referred to as the "Parties". W I T N E S S E T H WHEREAS, based on CONSULTANT's expertise and experience, OCSD desires to temporarily engage CONSULTANT to provide CONSULTING SERVICES FOR THE UPGRADE TO OCSDs LIMS SYSTEM AND TRAINING as described in Exhibit "A"; and WHEREAS, CONSULTANT submitted its proposal, dated _______________; and WHEREAS, OCSD has chosen CONSULTANT to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on ____________________, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and CONSULTANT; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Definitions 1.1. As-Built Documentation. The term “As-Built Documentation” means the Baseline Documentation plus the Documentation for any Configuration Changes and Customization Modifications. All “As-Built Documentation” shall supplement and not conflict with the terms of this Agreement. In the event of a conflict, the terms of this Agreement shall prevail. 1.2. Configuration Changes. The term “Configuration Changes” is defined as any modification or changes other than a Custom Modification. 1.3. CONSULTANT Application Software. The term “CONSULTANT Application Software” is defined as any Software owned or sublicensed, installed and/or configured by CONSULTANT as a component of the Project, whether in machine readable or printed form, including, but not limited to any applications, modules, subsystems, Interfaces, Configuration Changes, Custom Modifications, Updates and Documentation. 1.4. Custom Modification. The term “Custom Modification” is defined as a modification of the CONSULTANT Application Software Source Code or data base structure, which provides new or improved functions or features to address specific requirements of this Agreement. 1.5. Defect. The term “Defect” is defined as any error, failure, deficiency, or any other unacceptable variance or failure of the System or any component thereof to fully conform to the warranties and requirements described in this Agreement. With respect to the CONSULTANT Application Software, the term “Defect” is defined as any error, failure, or Orange County Sanitation District 2 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT deficiency or any other unacceptable variance from any required, specified, or expected program behaviors as may be required by OCSD or necessary for the CONSULTANT Application Software to operate correctly and in full compliance with the terms of this Agreement. This includes expected program behaviors as described in any CONSULTANT Application Software Documentation. In the event of a conflict between this Agreement and Documentation provided by CONSULTANT to OCSD, the terms and conditions of this Agreement shall prevail. 1.6. Documentation. The term “Documentation” is defined as all written, electronic, or recorded works including all “As-Built Documentation” that describe the uses, features, functional capabilities, performance standards, and reliability standards of the System, or any subsystem, component, or Interface, and that are published or provided to OCSD by CONSULTANT or its subcontractors, including, without limitation, all end user and System administrator manuals, help files, training aids and manuals, training and support guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 1.7. Final System Acceptance. The term “Final System Acceptance” shall be defined as that date on which all Services under Section Titled “Project Scope and Deliverable” of Exhibit “A” Scope of Work have been successfully completed by CONSULTANT and accepted by OCSD. 1.8. Fix Pack. The term “Fix Pack” is defined as a formal release of programming code and Documentation that provides corrections to any CONSULTANT Application Software programs including, but not limited to, bug fixes, error corrections and patches. 1.9. Functional, Performance and Reliability Specifications and Requirements. The term “Functional, Performance and Reliability Specifications and Requirements” is defined as all definitions, descriptions, requirements, criteria, warranties, and performance standards relating to the System set forth in: (a) this Agreement; (b) any mutually agreed upon Change Orders pursuant to Section 4, Modification to Exhibit “A” Scope of Work; and (c) any functional and/or technical specifications which are published or provided by CONSULTANT or its licensors or suppliers from time to time with respect to the System or any Products. 1.10. Interfaces. The term “Interfaces” is defined as one or more of the specialized software applications developed or sublicensed by CONSULTANT and installed as a part of the Project for the purpose of sharing information (data) between CONSULTANT and/or CONSULTANT Application Software and any other software program or device. Functional requirements for each Interface to be included as a part of the System are provided Exhibit “A”, Scope of Work. 1.11. Products. The term “Products” is defined as all Software listed in the Proposal Exhibit “C” and the Best and Final Offer listed at Exhibit “D” and respectively 1.12. Project. The term “Project” is defined as the totality of CONSULTANT’s obligation under this Agreement to develop, supply, install, configure, test, implement and maintain the System. 1.13. Services. The term “Services” is defined as the implementation, development, training, configuration, loading, testing, project management and other services to be provided by CONSULTANT under this Agreement, including, without limitation, the tasks detailed in Exhibit “A”, Scope of Work. Orange County Sanitation District 3 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 1.14. Software. The term “Software” includes the following components provided and licensed by CONSULTANT under this Agreement: (a) CONSULTANT Application Software; (b) Third-Party Software; (c) Custom Modifications and (d) Interfaces. 1.15. System. The term “System” is defined as the collective whole of all Products and Services to be purchased, developed, licensed, supplied, installed, configured, tested and implemented by CONSULTANT under this Agreement. 1.16. System Administrator Documentation. Is defined as that portion of the Documentation addressing the operation and maintenance functions of the System. 1.17. Third-Party Software. The term “Third-Party Software” is defined as any Software to be supplied under this Agreement that is purchased or licensed directly from any source external to CONSULTANT for use with or integration into the System. 1.18. Updates. The term “Updates” is defined as modifications, improvements, additions, and corrections to the Products and/or related Documentation, including functional and/or product enhancements, bug fixes, patches, new releases, new versions, and replacement modules or products that CONSULTANT makes generally available to its customers with or without an additional fee. 1.19. Go-Live Support. The term “Go-live Support” is as described in Exhibit “C” Proposal; Exhibit “D” Best and Final Offer; and “Exhibit “A” Scope of Work to this Agreement. 1.20. Work Product. The term “Work Product” is defined as the Products and Services and all other programs, algorithms, reports, information, designs, plans and other items developed by CONSULTANT under this Agreement, including all partial, intermediate or preliminary versions thereof. 2. Miscellaneous 2.1. Access to Premises. OCSD shall provide CONSULTANT with reasonable and timely access to the sites and personnel necessary for CONSULTANT to perform its obligations under this Agreement. OCSD shall allow CONSULTANT personnel reasonable access to OCSD site and facilities (telephone, facsimile, parking, etc.) during normal business hours and at other reasonable times as requested by CONSULTANT and pre-approved by OCSD. The assistance or presence of OCSD’s personnel will not relieve CONSULTANT of any responsibilities under this Agreement. 2.2. Amendments. No amendment or modification to this Agreement is valid unless it is contained in a writing signed by both parties. 2.3. Approvals in Writing. All approvals or consents required or contemplated by this Agreement must be in writing to be effective. 2.4. Background Checks and Removal of Personnel. Prior to being allowed to perform any work on this Project, all non-OCSD personnel assigned to the Project may be required to submit to and pass a background check by the Fountain Valley, California Police Department. In addition, OCSD shall have the sole and exclusive right to require CONSULTANT to immediately remove any individual from the Project for any reason deemed to be in the best interests of OCSD. CONSULTANT shall replace any employee removed from the project within ten (10) business days of said removal. Orange County Sanitation District 4 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 2.5. Compliance with Work Rules. CONSULTANT will ensure that, while they are on OCSD premises, CONSULTANT’s personnel and subcontractors will comply with OCSD’s working rules and policies, including OCSD’s security and safety procedures. 2.6. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties and their respective successors and assigns. 2.7. Advertising. CONSULTANT shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers without the prior written consent of OCSD. 2.8. This Agreement and all Exhibits hereto (called the "Agreement") is made by OCSD and CONSULTANT. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work Exhibit “A”. 2.9. Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows: Exhibits “A” Scope of Work Exhibits “B” Addendum Exhibits “C” Proposal (May be combined with Best and Final Offer if Applicable) Exhibits “D” Best and Final (When Applicable) Exhibits “E” Acknowledgment of Insurance Requirements (AOIR) 2.10. Exhibits for order of precedence will be established as negotiated and agreed upon by both parties. Once established the following order of precedence is provided for reference by both parties. 2.11. In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the Exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 2.12. This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 2.13. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. 2.14. The term "workday". Workdays are defined as all days that are not Friday, Saturday and Sunday, or legally OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 6:30AM and 4PM PST )and shall conform to OCSD work schedules. OCSD review periods shall not include legally OCSD observed holidays. 2.15. OCSD holidays (non-working days) are as follows: New Year’s Day, Lincoln’s Birthday, Presidents’ Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. Orange County Sanitation District 5 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 2.16. The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 2.17. Work Hours: The work required under this Agreement may include normal Business hours, evenings, and weekends. 2.18. CONSULTANT shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under "Compensation" below. 2.19. Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by CONSULTANT as a result of work performed in anticipation of purchases of said services by OCSD. 2.20. Goods and Services, whether stated separately or in conjunction with each other, shall mean (Consulting Service for the Upgrade to our LIMS System) and the services related to the provision of such as described in Exhibit “A" 2.21. Construction of Agreement. This Agreement is the product of joint discussions and negotiations at arms’ length between the parties, both of whom are sophisticated and knowledgeable in business matters and both of whom have relied on the advice of independent legal counsel. Any rule of law which would require interpretation of this Agreement against the party that drafted it shall have no application to this Agreement. 3. Scope of Work: General requirements for the scope of this Project are listed below. A detailed list of tasks and responsibilities are included in Exhibit “A”, Scope of Work. 3.1. Scope of Work Subject to the terms of this Agreement, CONSULTANT shall perform the Services identified in Exhibit “A Scope of Work CONSULTANT warrants that all of its Services shall be performed in a competent, professional and satisfactory manner. 3.2. Modifications to Equipment and Facilities. OCSD shall be responsible for making OCSD-approved modifications identified in an OCSD approved, Site Analysis Report. Thereafter, CONSULTANT will be precluded from asserting that it is unable to perform its obligations under this Agreement because of any pre-existing condition. During implementation, any changes to the System or any costs that may be incurred in order to complete the requirements of this Agreement but were not identified in the Site Analysis Report will be the sole and exclusive responsibility of CONSULTANT. In addition, if the System is unable to meet the Functional, Performance and Reliability Specifications and Requirements in this Agreement after the identified upgrades and changes have been made, then CONSULTANT will be responsible, at its own expense, for making any further upgrades or changes necessary to achieve this result. 3.3. User Qualifications. OCSD shall use its best efforts to ensure that persons operating the System will be qualified, supervised, and trained in the use of personal computers and normal operations. CONSULTANT will ensure that all training on the System or System components will be conducted professionally and effectively so that each operator trained by CONSULTANT is proficient in its use. 3.4. Transition. CONSULTANT will work with OCSD to ensure a smooth and efficient transition from OCSD’s current systems to the new System and to minimize disruption to current operations, even if it necessitates working late evening, early morning, or weekend hours. Any required disruptions to OCSD’s operations shall be scheduled in advance and approved by OCSD. Orange County Sanitation District 6 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 4. Modifications to Scope of Work: Requests for modifications to the Scope of Work Exhibit “A” hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and CONSULTANT and the Agreement period adjusted accordingly. 5. License 5.1. Grant of License. 5.1.1. CONSULTANT hereby grants to OCSD a perpetual, irrevocable, nonexclusive, and nontransferable license under applicable copyrights and/or trade secrets (either site, node locked or per user as specified in Exhibit “C”, Proposal) to use all CONSULTANT Application Software provided under this Agreement for use by OCSD. OCSD shall have the right to use all CONSULTANT Application Software or any portion thereof on any equipment, either locked on a single computer node (as determined by a specific LAN address), as a site license, or concurrently on a number of computer nodes so long as the number of concurrent uses does not exceed the number licensed for the LAN, or on one or more backup computer nodes. OCSD shall permit CONSULTANT reasonable, pre-scheduled access (Monday through Friday, 8:00 to 5:00 PM PST) to OCSD facilities for license administration audit purposes. 5.1.2. OCSD shall have the right to use all CONSULTANT Application Software as may be necessary in order to operate the System purchased under this Agreement. In addition, OCSD shall have the right to use the CONSULTANT Application Software as necessary to (a) operate the System (b) conduct internal training and testing, and (c) perform disaster recovery, backup, archive and restoration testing and implementation as may be required in OCSD’s judgment. This license shall apply to all commercially available Updates throughout the term of this Agreement. OCSD shall have the right to use all CONSULTANT Application Software licensed under this Agreement on any equipment at any facility and at any location and may make as many copies of the Software as it desires to support its authorized use of the Software, provided the copies include CONSULTANT’s or the third-party owner’s copyright or other proprietary notices. 5.1.3. All license rights of Third Party Software shall originate from the manufacturer. All Third Party Software licenses shall be provided to OCSD and become effective at the time the product is used by OCSD in a production environment. 5.1.4. The approval of CONSULTANT to use CONSULTANT Application Software and Third Party Software and OCSD’s use of it shall not constitute a waiver of OCSD’s right to reject the System, in whole or in part, if the requirements for Final System Acceptance are not met. 5.2. Limitations on License. Except as licensed to OCSD, CONSULTANT retains all of its current rights, title, and interest in the CONSULTANT Application Software, including Derivative Works, Custom Modifications, Configuration Changes and Updates. Unless authorized by CONSULTANT or required by law, OCSD will not: (1) make available or distribute all or part of the Software to any third party by assignment, sublicense or any other means; or (2) disassemble, decompile, or reverse engineer the Software, or allow any third party to do so. 5.3. Security. Certain Software Packages are required to operate in conjunction with a hardware lock device or in conjunction with license administration Software and a license authorization key provided by CONSULTANT or its representative. OCSD shall take no steps to avoid or defeat the purpose of any required lock device or authorization key. Use of any Software Orange County Sanitation District 7 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT Package without a required lock device or authorization key shall be unlicensed under this Agreement. 5.4. Restricted Access. OCSD shall use every reasonable method to restrict access to the CONSULTANT Application Software, or Documentation related thereto, to persons not authorized to use the CONSULTANT Application Software under the terms of this Agreement. OCSD shall not copy the CONSULTANT Application Software or Documentation except as necessary for use under this Agreement. OCSD shall not decrypt, reverse compile or disassemble the CONSULTANT Application Software. OCSD shall not export or re-export the CONSULTANT Application Software or Documentation. Furthermore, OCSD shall abide by all applicable Federal and State Trademark and Copyright laws. 6. Compensation: Compensation to be paid by OCSD to CONSULTANT for the Services provided under this Agreement shall be a total amount not to exceed and 00/00 Dollars ($__________.00). Progress payments shall be made per payment milestones as negotiated. 7. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES 7.1. To the extent CONSULTANT’s employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 7.2. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 7.3. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. 7.4. The CONSULTANT and Subconsultant shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 8. Payment 8.1. CONSULTANT shall be paid by OCSD upon approval of invoices by OCSD Project Manager, ___________ or his designee, for completion of milestone tasks and deliverables Progress payments shall be made per payment milestone as per negotiated. 8.2. OCSD, at its sole discretion, shall be the determining party as to whether the tasks and deliverables for each milestone have been satisfactorily completed. Orange County Sanitation District 8 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 9. Invoices 9.1. OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. 9.2. Invoices shall be emailed by CONSULTANT to OCSD at APStaff@OCSD.com. The Specification and Purchase Order number shall both be referenced in the subject line. 10. Audit Rights: CONSULTANT agrees that, during the term of this Agreement 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 CONSULTANT relating to the invoices submitted by CONSULTANT pursuant to this Agreement. 11. Performance: Time is of the essence in the performance of the provisions hereof. 12. Term 12.1. The Services to be provided by CONSULTANT under this Agreement shall commence on the date of the Notice to Proceed (Effective Date), and be completed no later than six(6) months following the Notice to Proceed. 12.2. Effect on Project Schedule. The time periods and requirements set forth in Exhibit “D” Best and Final Offer, will not excuse CONSULTANT from complying with the completion dates set forth in the Project Schedule contained in Exhibit “D”. Unless otherwise specified, the completion dates set forth in the Project Schedule constitute the dates by which CONSULTANT must complete the testing required by this Agreement and achieve Final System Acceptance of the System installed. 12.3. Deadline for Final System Acceptance. Final System Acceptance must occur once the System is accepted by OCSD as fully operational and is in full productive use by OCSD. Final System Acceptance must be achieved by the CONSULTANT within the period of performance based on the Project delivery schedule as stated in Exhibit “D” Best and Final Offer to this Agreement. 13. Termination 13.1. OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, CONSULTANT shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay CONSULTANT for work performed (cost and fee) to the date of termination. CONSULTANT expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by CONSULTANT other than for work performed to the date of termination. 13.2. 13.3. OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that CONSULTANT is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. Orange County Sanitation District 9 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 13.4. OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to CONSULTANT: • if CONSULTANT becomes insolvent or files a petition under the Bankruptcy Act; or • if CONSULTANT sells its business; or • if CONSULTANT breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 13.5. All OCSD property in the possession or control of CONSULTANT shall be returned by CONSULTANT to OCSD on demand, or at the termination of this Agreement, whichever occurs first. In addition, CONSULTANT will deliver to OCSD all Work Product currently in existence and for which payment has been made. 13.6. Upon termination or expiration of this Agreement, CONSULTANT will cooperate with OCSD to assist with the orderly transfer of services, functions, and operations provided by CONSULTANT under this Agreement to another provider or to OCSD as determined by OCSD in its sole discretion. Prior to the termination or expiration of this Agreement, OCSD may require CONSULTANT to perform those transition services described below that OCSD deems necessary to migrate CONSULTANT’s work to another provider or to OCSD. Transition services may include, but are not limited to the following: 13.6.1. Pre-Migration Services. 13.6.1.1. Working with OCSD to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the services; 13.6.1.2. Notifying all affected vendors and subcontractors of CONSULTANT; and 13.6.1.3. Freezing all non-critical changes to the System. 13.6.2. Migration and Post-Migration. 13.6.2.1. Performing the Transition Services Plan activities. 13.6.2.2. Answering questions regarding the services performed by CONSULTANT or the System on an as-needed basis; 13.6.2.3. Providing such other reasonable services needed to effectuate an orderly transition to a new System. 13.7. OCSD agrees to pay CONSULTANT for transition services at an hourly rate of $150 per hour, plus reasonable out-of-pocket expenses not to exceed ten percent (10%) of the aggregate hourly compensation paid. 14. Indemnification and Hold Harmless Provision: CONSULTANT 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 CONSULTANT's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by CONSULTANT, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, CONSULTANT 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 CONSULTANT's performance under the Agreement, 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 Agreement, and/or (c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts Orange County Sanitation District 10 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of CONSULTANT of or anyone employed by or working under CONSULTANT. To the maximum extent permitted by law, CONSULTANT'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. CONSULTANT agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 15. Warranty 15.1. System Warranty. CONSULTANT warrants that the System will meet the Functional, Performance and Reliability Specifications and Requirements as defined in this Agreement. The System and/or each of its subsystems, components and Interfaces will be capable of operating fully and correctly in conjunction with the System Hardware. CONSULTANT warrants that for the term of this Agreement, the System will perform as described in this Exhibit “D” Best and Final Offer and Exhibit “A” Scope of Work in material and workmanship and will remain in good working order. In the event the System does not meet these warranties, CONSULTANT shall provide, at no charge, the necessary software, hardware, and/or services required to attain the levels or standards contained in these warranties. 15.2. CONSULTANT Application Software Warranties. CONSULTANT warrants that it owns or otherwise has the right to license the CONSULTANT Application Software to OCSD and that it possesses all rights and interests necessary to enter into this Agreement. In addition, CONSULTANT warrants that: 15.2.1. All CONSULTANT Application Software licensed under this Agreement is free of known Defects, viruses, worms and Trojan horses, and any code designed to disable the Software because of the passage of time, alleged failure to make payments due, or otherwise (except for documented security measures such as password expiration functions); 15.2.2. During the term of the Agreement; the CONSULTANT Application Software will meet or exceed the Functional, Performance and Reliability Specifications and Requirements herein; 15.2.3. The CONSULTANT Application Software will: (1) store all date-related information and process all data Interfaces involving dates in a manner that unambiguously identifies the century, for all date values before, during and after the Year 2000; (2) calculate, sort, report and otherwise operate correctly and in a consistent manner for all date information processed, whether before, during or after the Year 2000; (3) calculate, sort, report and otherwise operate correctly, in a consistent manner and without interruption regardless of whether the date on which the Software is operated or executed is before, during or after the Year 2000; (4) report and display all dates with a four-digit date so that the century is unambiguously identified; and (5) handle all leap years correctly; 15.2.4. CONSULTANT Application Software is and will be general release versions that have been fully tested at CONSULTANT's site in accordance with best industry practices, and are not beta or pre-release versions (unless agreed to in writing by OCSD); and, 15.2.5. Custom Modifications and Interfaces have been fully tested in accordance with best Orange County Sanitation District 11 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT industry practices and are free of known Defects. CONSULTANT further agrees that during the term of this Agreement, CONSULTANT will provide OCSD, if OCSD so desires, with any Updates at no additional cost (including any and all costs associated with the installation of those Updates) immediately upon their commercial availability to any other entity. 15.3. Work Quality Warranty. CONSULTANT warrants that all work performed by CONSULTANT and/or its subcontractors under this Agreement will conform to best industry practices and will be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge to do so. 15.4. Regulatory Warranty. CONSULTANT warrants that, for the Term of this Agreement, the System will comply with all processing and reporting requirements for State and Federal laws, and regulations. If the Software requires updating due to a change in a State or Federal law, or regulation, affecting OCSD, CONSULTANT will provide these changes per a mutually agreed to schedule at no additional charge to OCSD. Notwithstanding this provision, in no event shall CONSULTANT provide said update later than the date required by the State or Federal law or regulation affecting OCSD. In the event OCSD is notified of a change in State or Federal law or regulations that requires updating the Software, OCSD will notify CONSULTANT of that change as soon as reasonably possible. 15.5. Documentation Warranty. CONSULTANT warrants that, for the Term of this Agreement, the Documentation for all licensed CONSULTANT Application Software will be complete and accurate in all material respects. The Documentation will be revised to reflect all Updates and Interfaces provided by CONSULTANT under this Agreement. This includes Documentation on any Custom Modification or Configuration Changes made to the System by CONSULTANT during the installation process. 15.6. Service Warranty. During the term of this Agreement, CONSULTANT warrants that it will remedy any failure, malfunction, Defect or nonconformity in the System, as follows: 15.6.1. Priority One (P1) Defects. For purposes of this Warranty, a P1 Defect includes, but is not limited to, loss of data, data corruption, a System or subsystem abort, any condition where productive use of the System or any component thereof is prohibited and no acceptable workaround is available. Examples of P1 Defects include, but are not limited to: 15.6.1.1. System is down 15.6.1.2. Application, module or Interface is down or non-operational 15.6.1.3. An Interface or application critical to System operation is substantially impaired or problematic 15.6.1.4. Loss of data or data corruption after data has been entered 15.6.1.5. A subsystem or component thereof is non-functional 15.6.1.6. Productive use is prohibited 15.6.1.7. a Server or workstation goes down 15.6.1.8. two or more workstations or mobile devices lock up or malfunction intermittently 15.6.1.9. a user cannot log on to the System 15.6.2. Priority Two (P2) Defects. For purposes of this Warranty a P2 Defect includes, but is not limited to, compromise of the primary purpose of the System, subsystem or Interface to an external system. Productive use by the end user is substantially impacted and an Orange County Sanitation District 12 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT acceptable workaround is not available. Examples of P2 Defects include, but are not limited to: 15.6.2.1. a Software function does not work correctly (enter an example, if possible) 15.6.2.2. The user cannot produce a report with correct calculations 15.6.2.3. System, subsystem or an Interface performance is deemed unacceptable per the Functional, Performance, and Reliability Specifications and Requirements. 15.6.2.4. Incorrect cross streets are displayed on a verified address or location 15.6.2.5. Cannot create a scheduled event 15.6.2.6. A single workstation or mobile device locks up or malfunctions intermittently 15.6.3. Priority Three (P3) Defects. For purposes of this Warranty, a P3 Defect includes, but is not limited to, incomplete operation of a System component which impacts productivity of staff but an acceptable workaround is generally available. Examples of P3 Defects include but are not limited to: 15.6.3.1. Single workstation or mobile device locks up intermittently but infrequently 15.6.3.2. Minor deficiencies occur intermittently in any component of the System 15.6.3.3. A mapping function doesn’t work but the failure does not interfere with the user’s ability to perform required tasks 15.6.3.4. A report does not function or report provides incorrect results 15.6.3.5. An incorrect message is presented in a dialog box 15.6.4. Priority Four (P4) Defects. For purposes of this Warranty, a P4 Defect consists of those problems deemed by OCSD to be mainly cosmetic. Examples of P4 Defects include, but are not limited to: 15.6.4.1. A misspelled word in the header of a report or in a help file 15.6.4.2. A minor error in output that does not interfere with the correct outputting of statistics from the system 15.6.4.3. Minor printing errors in a report that does not impede OCSD’s ability to utilize the report for the required purpose. 15.6.4.4. Minor variances in text where the help file does not match the Documentation 15.6.4.5. Minor variances in text where the Documentation doesn’t match the functionality but the System works properly 15.6.4.6. A print button doesn’t work but the user can still print without opening or closing multiple windows or loosing data or rebooting the System. 15.6.5. Multiple Failures. Any situation involving multiple, contemporaneous failures, regardless of their individual priorities, will be regarded as a Priority One Defect if, in OCSD’s determination, the situation results in OCSD having essentially no productive use of the System or a major subsystem. 15.6.6. Permanent Cure. If OCSD accepts a workaround or other temporary cure as the remedy for any reported Defect, CONSULTANT shall provide and install at no cost to OCSD a permanent correction or cure within ten (10) days after the permanent cure becomes available. 15.6.7. Third-party Warranty Coverage. Third-party products are provided with a pass-thru-warranty from the original manufacturer. 16. Force Majeure: 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 Orange County Sanitation District 13 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 17. Insurance: CONSULTANT and all subcontractors shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "E". CONSULTANT shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall CONSULTANT 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 Agreement. 18. Key Personnel: Personnel, as provided in Exhibit “C” Proposal, are considered “key” to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OCSD. If OCSD asks CONSULTANT to remove a person designated as key under this Agreement, CONSULTANT agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. 19. Confidentiality and Non-Disclosure 19.1. CONSULTANT acknowledges that in performing the Services hereunder, OCSD may have to disclose to CONSULTANT orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 19.2. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. 19.3. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the term of this Agreement. 19.4. CONSULTANT agrees as follows: • To use the Confidential Information only for the purposes described herein; to not reproduce the Confidential Information; to hold in confidence and protect the Confidential Information from dissemination to and use by anyone not a party to this Agreement; and to not use the Confidential Information to benefit itself or others. • To restrict access to the Confidential Information to its CONSULTANT or personnel of CONSULTANT who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all Confidential Information in CONSULTANT's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 19.5. The provisions of this Section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. Orange County Sanitation District 14 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 20. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by CONSULTANT, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of the Project Manager or upon the termination of this Agreement, and CONSULTANT shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the CONSULTANT will be at OCSD's sole risk and without liability to CONSULTANT. CONSULTANT shall ensure that all its subcontractors shall provide for assignment to OCSD of any documents or materials prepared by them. 21. Ownership of Intellectual Property 21.1. CONSULTANT agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OCSD as its sole and exclusive property. 21.2. CONSULTANT agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, CONSULTANT agrees to assist OCSD, at OCSD's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. CONSULTANT agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and Confidential Information. 21.3. CONSULTANT warrants that CONSULTANT has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. 21.4. The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by CONSULTANT or its subcontractors in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this Project, at its own risk. 22. Infringement Claims: If an infringement claim occurs, CONSULTANT has thirty (30) days after the receipt of OCSD’s written notice of the claim or the date on which CONSULTANT first becomes aware of the claim, whichever is sooner, to either: (a) procure for OCSD the right to continue using the affected Product, Service, subsystem, component or Interface and deliver or provide the Product, Service, subsystem, component, or Interface to OCSD; or (b) repair or replace the infringing Product, Service, subsystem, component, or Interface so that it becomes non-infringing, provided the performance of the System or any subsystems, components, or Interfaces is not adversely affected by the replacement or modification. In the event CONSULTANT is unable to comply with either subsection (a) or (b) of this paragraph within thirty (30) days, OCSD may terminate this Agreement without any further obligation to CONSULTANT. In the event of termination, in addition to any other legal remedies available to OCSD, Orange County Sanitation District 15 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT CONSULTANT will refund OCSD within ten (10) days of OCSD’s notice of termination, the license fees OCSD paid to CONSULTANT for the Product, Service, subsystem, component or Interface. If the inability to comply with either subsection (a) or (b) of this paragraph causes the System to fail to meet the Functional, Performance and Reliability Specifications and Requirements or to otherwise become ineffective, CONSULTANT will refund OCSD all fees paid to CONSULTANT under this Agreement. 23. No Solicitation of Employees Or Subcontractors 23.1. CONSULTANT agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees or subcontractors about whom CONSULTANT became aware as a result of CONSULTANT's Services to OCSD. 23.2. CONSULTANT acknowledges that OCSD's employees are critical to its business. CONSULTANT agrees not to employ or otherwise engage OCSD's employees or subcontractors during the term of this Agreement and for a period of one (1) year following termination of this Agreement. Should CONSULTANT violate this provision, CONSULTANT will pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 24. Independent Contractor Capacity 24.1. The relationship of CONSULTANT to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 24.2. CONSULTANT shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for CONSULTANT's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for CONSULTANT. 24.3. CONSULTANT shall not be considered an agent of OCSD for any purpose whatsoever, nor shall CONSULTANT have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. CONSULTANT shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 24.4. CONSULTANT 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. CONSULTANT shall be responsible for providing, at CONSULTANT's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 24.5. CONSULTANT shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. CONSULTANT hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of CONSULTANT's breach of this provision. 24.6. CONSULTANT shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. CONSULTANT shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified CONSULTANT for tax purposes. Orange County Sanitation District 16 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 25. Licenses and Permits: CONSULTANT represents and warrants to OCSD that it has obtained all licenses, permits, qualifications and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by CONSULTANT. 26. Governing Law: This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 27. Applicable Laws and Regulations: CONSULTANT shall comply with all applicable federal, state, and local laws, rules, and regulations. CONSULTANT also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of CONSULTANT's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Agreement whether or not specifically referenced. 28. Consultant's Representations: In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Consultant agrees to comply with all applicable Federal, State and local laws and regulations. 29. Familiarity with Work: By executing this Agreement, CONSULTANT warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should CONSULTANT 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 CONSULTANT's risk, until written instructions are received from OCSD. 30. Dispute Resolution 30.1. In the event of a dispute as to the construction or interpretation of this Agreement, 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 et 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 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 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 Orange County Sanitation District 17 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 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 Agreement, 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. Waiver: The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by CONSULTANT 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. 33. Survival: All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement, including, without limitation, the following Sections and Paragraphs: • Payment • License • Audit • Independent Contractor • Warranties • Indemnification • Obligations Upon Expiration or Termination • Transition of Services • Confidentiality and Nondisclosure • Forum for Enforcement 34. Right to Review Services, Facilities, and Records 34.1. OCSD reserves the right to review any portion of the Services performed by CONSULTANT under this Agreement, and CONSULTANT agrees to cooperate to the fullest extent possible. 34.2. CONSULTANT shall furnish to OCSD such reports, statistical data, and other information pertaining to CONSULTANT's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement 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 bonds and other obligations. 34.3. The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by CONSULTANT shall not relieve CONSULTANT of any obligation set forth herein. 35. Severability: If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement 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. Orange County Sanitation District 18 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 36. OCSD Safety and Human Resources Policies: OCSD requires all contractors and consultants to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the CONSULTANT is required to follow the most stringent regulatory requirement at no cost to OCSD. CONSULTANT and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: https://www.ocsd.com/Home/ShowDocument?id=17591 37. Damage to OCSD's Property: Any OCSD property damaged by CONSULTANT will be subject to repair or replacement by CONSULTANT at no cost to OCSD. 38. Freight (F.O.B. Destination): CONSULTANT assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 39. Assignments: CONSULTANT shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 40. Changes In Control of CONSULTANT 40.1. In the event of a change in Control of CONSULTANT, OCSD shall have the option of terminating this Agreement by written notice to CONSULTANT. CONSULTANT shall notify OCSD within ten (10) days of the occurrence of a change in Control. As used in this Section, “Control” is defined as the possession, direct or indirect, of either: 40.1.1. the ownership or ability to direct the voting of fifty-one percent (51%) or more of the equity interests, value, or voting power in CONSULTANT; or 40.1.2. the power to direct or cause the direction of the management and policies of CONSULTANT, whether through ownership of voting securities, by contract, or otherwise. 41. Third Party Rights: Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and CONSULTANT. 42. Non-Liability of OCSD Officers and Employees: No officer or employee of OCSD shall be personally liable to CONSULTANT, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to CONSULTANT or to its successor, or for breach of any obligation of the terms of this Agreement. 43. Conflict of Interest and Reporting 43.1. CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 43.2. CONSULTANT affirms that to the best of its knowledge there exists no actual or potential conflict between CONSULTANT'S families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. 44. Authority to Execute: The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. Orange County Sanitation District 19 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 45. Read and Understood: By signing this Agreement, CONSULTANT represents that he has read and understood the terms and conditions of the Agreement. 46. Entire Agreement: This Agreement 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 20 of 20 Specification No.CS-2017-893 DRAFT CONTRACT – DO NOT SUBMIT 47. Notices: All notices under this Agreement 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. Any facsimile notice must be followed within three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address or 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: Brandon Garcia Contract Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: Company _______________________________ _______________________________ _______________________________ IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: ___________________________________ Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: ___________________________________ Clerk of the Board Dated: By: ___________________________________ Contracts and Purchasing and Materials Management Manager COMPANY Dated: By: ___________________________________ ______________________________________ Print Name and Title of Officer ______________________________________ IRS Employer’s I.D. Number Page 1 of 2 ADMINISTRATION COMMITTEE Meeting Date 06/13/18 To Bd. of Dir. 06/27/18 AGENDA REPORT Item Number 3 Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: FY 2018-19 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-XX, entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges for the 2018-19 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority (“SAWPA”).” BACKGROUND Currently, the Orange County Sanitation District (Sanitation District) invoices Santa Ana Watershed Project Authority (SAWPA) on a quarterly basis for the wastewater discharge we receive from the SARI line. Annually, the rates for flow, biochemical oxygen demand (BOD), and total suspended solids (TSS) are calculated based upon the fiscal year budget for treatment and disposal costs and the 1996 Wastewater Treatment and Disposal agreement. The rates calculated for each constituent for FY 2018-19 for wastewater discharge are: FLOW $187.00 BOD $285.00 TSS $410.00 The FY 2018-19 rates result in a 6.5% increase in the Flow rate, a 2% increase in the BOD rate, and a 5.5% increase in the TSS rate. These increases are due to a combination of a 6.7% increase in the O&M budget and allocation parameters between discharge constituents and the change in equivalent usage per EDU for each constituent as a result of the 2017 Rate Study that was adopted in December 2017. Staff has worked with SAWPA over the past several months and officially communicated the exact rates in May 2018. These rates are separate from the rates charged for additional capacity purchases by SAWPA. RELEVANT STANDARDS • Comply with OCSD Policy – Establishing annual SAWPA treatment and disposal rates • Supports 1996 Treatment and Disposal agreement with SAWPA Page 2 of 2 TIMING CONCERNS Rates should be effective for July 1 of FY 2018-19 RAMIFICATIONS OF NOT TAKING ACTION Rates would not be established for FY 2018-19 for cost recovery for treatment and disposal of SAWPA’s wastewater discharge. PRIOR COMMITTEE/BOARD ACTIONS A Resolution is adopted annually in June pursuant to the Wastewater Treatment and Disposal Agreement with SAWPA. ATTACHMENT The following attachment(s) is available in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Resolution No. OCSD 18-XX, entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges for the 2018-19 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority (SAWPA).” OCSD 18-xx-1 RESOLUTION NO. OCSD 18-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING USE CHARGES FOR THE 2018-19 FISCAL YEAR PURSUANT TO THE WASTEWATER TREATMENT AND DISPOSAL AGREEMENT WITH THE SANTA ANA WATERSHED PROJECT AUTHORITY (“SAWPA”) WHEREAS, the Board of Directors has approved the Wastewater Treatment and Disposal Agreement with the SANTA ANA WATERSHED PROJECT AUTHORITY (“SAWPA”); and, WHEREAS, said agreement provides for payment of Disposal Costs for the measured and sampled flow of Wastewater discharged from SAWPA’s SARI Service Area to Districts’ facilities; and, WHEREAS, said agreement provides for adjustment of said Disposal Costs on an annual basis. NOW, THEREFORE, The Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1. That pursuant to Section C4 of the Wastewater Treatment and Disposal Agreement, the 2018-19 fiscal year charges for Disposal Costs are hereby established as follows: For Flow: $ 187.00 per million gallons of flow For Biochemical Oxygen Demand: $ 285.00 per thousand pounds For Total Suspended Solids: $ 410.00 per thousand pounds OCSD 18-xx-2 PASSED AND ADOPTED at a regular meeting of the Orange County Sanitation District’s Board of Directors held June 27, 2018. ___________________________ Gregory C. Sebourn, PLS Board Chairman ATTEST: ___________________________ Kelly A. Lore, MMC Clerk of the Board OCSD 18-xx-3 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 18-XX was passed and adopted at a regular meeting of said Board on the 27th day of June 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 27th day of June 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District Page 1 of 3 ADMINISTRATION COMMITTEE Meeting Date 06/13/18 To Bd. of Dir. 06/27/18 AGENDA REPORT Item Number 4 Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James E. Colston, Director of Environmental Services SUBJECT: ADOPTION OF INTEGRATED REGIONAL WATER MANAGEMENT PLAN AND MOU GENERAL MANAGER'S RECOMMENDATION A. Adopt The OC Plan for Integrated Regional Water Management in North and Central Orange County dated March 2018; B. Approve participation in a Memorandum of Understanding between the Orange County Sanitation District, the Orange County Water District, and the County of Orange for Integrated Regional Water Management in North and Central Orange County Watershed Management Areas; and C. Authorize staff to submit applications for State Integrated Regional Water Management Grants under California Proposition 1 for projects prioritized within the Plan. BACKGROUND The Orange County Sanitation District (Sanitation District) and other agencies in Orange County have completed the Integrated Regional Water Management (IRWM) Plan for the north and central areas of Orange County. The Sanitation District staff will update the Board of Directors on IRWM activities, request that the Board formally adopt the plan, and approve participation in a Memorandum of Understanding between the parties to support the plan. RELEVANT STANDARDS •Secure outside funding (grants) for recycled water or other capital programs•Maintain collaborative and cooperative relationships with regulators, stakeholders,and neighboring communities •Ensure the public’s money is wisely spent PROBLEM Maximize the opportunities to receive State of California grant funding for eligible capital projects. Page 2 of 3 PROPOSED SOLUTION Create a Regional Water Management Group that can submit prioritized regional grant applications to seek a fair share of State of California grant funds. TIMING CONCERNS The Plan and Group must be created this year to take advantage of California Proposition 1 grant funding opportunities. RAMIFICATIONS OF NOT TAKING ACTION In order to form a Regional Water Management Group, there must be at least three partners. As proposed, the Sanitation District is the third partner with Orange County Water District and the County of Orange. These partners will need to find another partner to create the group. Also, the Sanitation District may have fewer opportunities to receive State of California grant funding. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The CA Department of Water Resources (DWR) administers the state’s Integrated Regional Water Management (IRWM) program. Grants under this program are managed through state-approved “Regions”. In the Santa Ana Watershed, SAWPA is the state-approved region and manages this program known locally as the One Water One Watershed (OWOW) program. The Sanitation District participates in the OWOW program and received funding for two projects through this program. Additional funding for the IRWM program is included in Proposition 1 and DWR expects the first round of this funding to be available at the end of 2018 or beginning of 2019. Total funding for the Santa Ana region is $63 million. The Sanitation District has been considering the option of partnering with others in Orange County to create a separate region for the northern and central areas of Orange County as an alternative to participating in the SAWPA-led OWOW program. This area is nearly the same as the Sanitation District’s service area. In order to preserve the option to establish a separate region and to develop a stronger integrated water resources program within Orange County, the Sanitation District staff partnered with the County of Orange and Orange County Water District to update the local Integrated Regional Water Management Plan. DWR requires that an IRWM plan be adopted by three agencies responsible for management of water resources. The three agencies that will be considering formal adoption of the plan are the County of Orange (scheduled for June 2018), the Sanitation District, and the Orange County Water District (Plan adopted in April 2018, MOU Page 3 of 3 scheduled for July 2018). Other agencies and organizations may also formally adopt the plan if they wish. DWR also requires that the three agencies create a regional water management group (RWMG) by means of a written agreement that is approved by the agencies’ governing bodies. The responsibilities of the RWMG are to oversee implementation of the IRWM Plan and to update the plan periodically, as needed. The MOU serves as the RWMG agreement. Orange County stakeholders intend to submit The OC Plan to DWR for review and approval to verify the plan addresses state standards. The Sanitation District staff members continue to participate in the IRWM planning process being managed by SAWPA. As the DWR-approved region for the watershed, SAWPA is organizing stakeholder involvement in updating the OWOW plan and preparing for the next round of IRWM grants. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • The OC Plan for Integrated Regional Water Management in North and Central Orange County dated March 2018 (available online only, separate file) • Memorandum of Understanding Memorandum of Understanding for Integrated Regional Water Management in North and Central Orange County Watershed Management Areas This Memorandum of Understanding (MOU) is made and entered into this __day of _______, 2018, by and between the County of Orange (County), Orange County Water District (OCWD), and Orange County Sanitation District (OCSD). County, OCWD and OCSD are collectively referred to as “the Parties.” WHEREAS, the municipalities and special districts in Orange County developed a countywide Water Quality Strategic Plan that recommends the formation of three Watershed Management Areas (WMAs) to better coordinate and implement collective water resource management strategies, and the eleven watersheds in Orange County were subsequently grouped into three Watershed Management Areas: North, Central, and South. WHEREAS, the North and Central Orange County WMAs comprise five hydrologic units: San Gabriel River-Coyote Creek, Anaheim Bay Huntington Harbour, Santa Ana River, Newport Bay, and Newport Coastal Streams, herein collectively referred to as “the Region.” WHEREAS, Integrated Regional Water Management Plans (IRWMP Plan), defined in California Water Code section 10530, et seq., have been previously prepared and accepted for the North and Central Orange County WMAs, in 2011 and 2012, respectively. WHEREAS, Region stakeholders have collaborated to update and combine the two existing IRWM Plans into one IRWM Plan for the Region, The OC Plan for IRWM in North and Central Orange County (“The OC Plan”). WHEREAS, a “Regional Water Management Group” (RWMG) means a group in which three or more local agencies, at least two of which have statutory authority over water supply or water management, as well as those other persons who may be necessary for the development and implementation of a plan that meets the requirements in Water Code sections 10540 and 10541, participate by means of a joint powers agreement, memorandum of understanding, or other written agreement, as appropriate, that is approved by the governing bodies of those local agencies. WHEREAS, the Parties desire to participate in an RWMG to oversee and implement The OC Plan. WHEREAS, this MOU is not intended to create a financial obligation on the part of any of the RWMG members. WHEREAS, any financial obligations for implementation of projects in The OC Plan shall be determined through separate project implementation decisions and/or agreements. NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: SECTION 1: Purpose The purpose of this Memorandum of Understanding (MOU) is to memorialize a mutual understanding in the Region in order to increase coordination, collaboration and communication in managing water resources, including implementation of The OC Plan. SECTION 2: Governance and Committees The Region shall be governed as described below. Regional Water Management Group (RWMG) The RWMG for the Region shall be comprised of the County, OCWD and OCSD. The RWMG shall be responsible for guiding the updating and execution of The OC Plan, establishing priorities for water resource needs, integrating water resource solutions across traditional bounds, and jointly advocating for policies and funding that assist these goals. The RWMG will provide administrative support for the Region and will develop plans to fund implementation of The OC Plan as necessary. Advisory Committee to the RWMG The Advisory Committee shall consist of representatives of the RWMG and representatives of the Newport Bay Watershed Executive Committee. The purpose of the Advisory Committee is to provide leadership and guidance to the RWMG on implementation of The OC Plan. Planning Group The Planning Group consisting of staff members of the Advisory Committee shall provide day-to-day support for the development and implementation of The OC Plan, and to manage stakeholder involvement. Stakeholder Group The Stakeholder Group, consisting of agencies, cities, interest groups, and any other stakeholders within the Region, shall provide leadership in developing and updating The OC Plan, propose projects to be included in the plan, and develop and approve the project prioritization process and project ranking. The Stakeholder Group may create Ad Hoc Working Groups and assign specific tasks to be completed by Ad Hoc Working Groups. Section 3: Goals The goals of the collaborative effort undertaken pursuant to this MOU are: To oversee the implementation and future updating of The OC Plan for the Region. To improve and maximize coordination and collaboration of individual public, private and non-profit agency plans, programs and projects within the region and with neighboring regions for mutual benefit and optimal gain for the Region. To help identify, develop and implement collaborative plans, programs and projects which will improve water resource management in the Region. To foster coordination, collaboration and communication between stakeholders, to achieve greater efficiencies, and to enhance regional competitiveness for local, state and federal grant funding. Section 4: Additional Terms and Provisions The OC Plan is a living document that will be updated periodically to reflect accomplishments as well as changing water resource management issues. Nothing in this MOU commits the RWMG members collectively or individually to a particular program or a project. Specific projects developed within the Region are separately proposed, reviewed and approved by the project sponsor. This MOU is not intended to create a financial obligation on the part of any of the RWMG members. The RWMG members will each consider adoption of The OC Plan to take the place of any prior IRWM Plans for the Region. Any other agency or organization in the Region may accept The OC Plan. Appendices to the plan, including The OC Plan Project List and Ranking and Prioritization of Goals and Strategies, may be updated and other routine updates may be added by the Stakeholder Group without requiring agencies and organization to formally re-adopt The OC Plan. Section 5: Project Implementation Agreements Implementation of any cost-shared programs shall be accomplished through project implementation agreements among the project proponent, participating parties, and the fiscal agent for local, state, or federal funding. The project proponent is the managing party responsible for management of the program or project that is subject of the project implementation agreement. Section 6: Amendment All Amendments to this MOU shall be in writing with the approval of all members of the RWMG. Section 7: Execution This MOU may be executed in counterparts and has the same force and effect as if all the signatures were obtained in one document. The term of the MOU shall commence upon the date when all RWMG parties have executed the MOU. Section 8: Withdrawal of Parties Any RWMG member may withdraw its participation in this MOU upon ninety (90) days prior written notice to all the other RWMG members, such withdrawal to be effective ninety (90) days after the notice is received or deemed received. Section 9: Liability It is mutually understood and agreed that, merely by the virtue of entering into this MOU, each RWMG member neither relinquishes any right nor assumes any liabilities for its own actions or the actions of other RWMG members. It is the intent of the RWMG that the rights and liabilities of each RWMG member shall remain the same, while this MOU is in force, as it was before this MOU was made, except as otherwise specifically provided in this MOU. IN WITNESS WHEREOF, the parties hereto have executed this MOU on the date opposite their respective signatures. COUNTY OF ORANGE, a political subdivision of the State of California. Dated: By: Printed Name and Title: APPROVED AS TO FORM: County Counsel By: Dated: SIGNED AND CERTIFIED THAT A COPY OF THIS MOU HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD By: ROBIN STIELER Clerk of the Board of Supervisors of Orange County, California Date: ORANGE COUNTY WATER DISTRICT, a special district of the State of California. Dated: By: Printed Name and Title: APPROVED AS TO FORM: District Counsel By: Dated: ORANGE COUNTY SANITATION DISTRICT, a special district of the State of California. Dated: By: Printed Name and Title: APPROVED AS TO FORM: District Counsel By: Dated: Page 1 of 2 ADMINISTRATION COMMITTEE Meeting Date 06/13/18 To Bd. of Dir. 06/27/18 AGENDA REPORT Item Number 5 Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2018-19 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-XX, entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2018-19 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code.” BACKGROUND This routine annual action adopts a resolution establishing the spending limit for “proceeds of taxes” in accordance with Article XIII B of the Constitution of the State of California (Section 7910 of the Government Code). The Orange County Sanitation District’s (Sanitation District) annual appropriations are well below the limit. In 1979, Proposition 4 (the Gann Initiative) was approved adding Article XIII B to the State Constitution. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. This initiative was designed to constrain government expenditures by placing an annual limit on jurisdictions' revenue and appropriation growth. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. This annual allowance growth is linked to changes in population and cost of living. The passage of Proposition 111 in June 1990 amended Article XIIIB, making changes in the base year upon which the appropriations limit is based, establishing new cost of living factors and new population factors for use by local governments, and increasing appropriations not subject to the limit (primarily qualified capital outlay projects). The financial constraints of Article XIII B apply to the State, all cities, counties, special districts, and all other political subdivisions. RELEVANT STANDARDS • Produce Operations and CIP budgets every two years with annual update PROBLEM Article XIII B of the State Constitution places limits on the amount of revenue that can be appropriated by all entities of government. Page 2 of 2 PROPOSED SOLUTION Approval of the proposed resolution establishing the annual appropriations limit for fiscal year 2018-19 in accordance with the provisions of Division 9 of Title 1 of the California Government Code. TIMING CONCERNS The proposed one-year budget, effective July 1 of this year, will be finalized and presented to the Board for adoption in June. The appropriations limit resolution needs to be approved in conjunction with the budget. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not be able to carry out its financial fiduciary duties beyond June 30, 2018. ATTACHMENTS The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Resolution No. OCSD 18-XX, entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2018-19 for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code.” OCSD 18-XX-1 RESOLUTION NO. OCSD 18-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2018-19 FOR THE DISTRICT IN ACCORDANCE WITH THE PROVISIONS OF DIVISION 9 OF TITLE 1 OF THE CALIFORNIA GOVERNMENT CODE WHEREAS, Article XIII B of the Constitution of the State of California as proposed by the Initiative Measure approved by the people at the special statewide election held on November 6, 1979, provides that the total annual appropriations limit of each local government agency shall not exceed the appropriations limit of such entity for the prior year, adjusted for changes in the cost of living and population, except as otherwise specifically provided for in said Article; and, WHEREAS, the State Legislature added Division 9 (commencing with Section 7900) to Title 1 of the Government Code of the State of California to implement Article XIII B of the California Constitution; and, WHEREAS, Section 7910 of the Government Code provides that each year the governing body of each local jurisdiction shall, by resolution, establish its appropriations limit for the following fiscal year pursuant to Article XIII B at a regularly-scheduled meeting or a noticed special meeting and that fifteen (15) days prior to such meeting, documentation used in the determination of the appropriations limit shall be available to the public; and, WHEREAS, Section 7902 (a) of the Government Code sets forth the method for determining the appropriations limit for each local jurisdiction for the 2018-19 fiscal year; and, WHEREAS, the Board of Directors wishes to establish the appropriations limit for fiscal year 2018-19 for the District. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That it is hereby found and determined that the documentation used in the determination of the appropriations limit for the Orange County Sanitation District, for fiscal year 2018-19, was available to the public in the Finance Department of said District at least fifteen (15) days prior to this date. OCSD 18-XX-2 Section 2: That the appropriations limit for fiscal year 2018-19 for the Orange County Sanitation District, as established in accordance with Section 7902(b) of the California Government Code is $110,229,598 which sum is within the maximum authorized spending limitation for fiscal year 2018-19. Section 3: That the Board of Directors of the Orange County Sanitation District, has determined that the percent change in California per capita personal income from the preceding year would be the cost of living factor to be used and the weighted average population change of the cities within the District would be the population factor to be used in calculating the Orange County Sanitation District's appropriations limit for the Fiscal Year 2018-19. Section 4: The determination of the appropriation limit is based upon the best and most complete information available at this time. The District reserves the right to review and re-establish a new and different limit in the event that it subsequently determines that a modification of the limitation amount is appropriate. PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 27, 2018. Gregory C. Sebourn, PLS Chairman of the Board ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 18-XX-3 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 18-XX was passed and adopted at a regular meeting of said Board on the 27th day of June 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 27th day of June 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District Page 1 of 2 ADMINISTRATION COMMITTEE Meeting Date 06/13/18 To Bd. of Dir. 06/27/16 AGENDA REPORT Item Number 6 Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PROPOSED FY 2018-19 AND 2019-20 BUDGET GENERAL MANAGER'S RECOMMENDATION Approve proposed Operating, Capital, Debt/COP Service, and Self-Insurance Budgets for FY 2018-19 and 2019-20 as follows: 2018-19 2019-20 Net Operations, Maintenance & Working Capital Worker's Compensation Self Insurance General Liability and Property Self-Insurance Net Capital Improvement Program Debt/COP Service Intra-District Joint Equity Purchase/Sale(1) TOTAL $161,173,160 760,000 1,700,000 174,541,876 80,464,000 3,700,000 $ 422,339,036 $160,204,370 780,000 1,750,000 137,027,258 79,956,000 3,500,000 $ 383,217,628 (1)Cash to/from Revenue Area 14 (RA14) in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15). BACKGROUND The FY 2018-19 and 2019-20 Proposed Budget is enclosed for the Committee's consideration. The Budget has been presented to the Operations Committee at the regular June meeting in order to allow each Standing Committee an opportunity to review the proposal prior to the June Board meeting. Although each Committee has had an opportunity to review the proposal, it remains the responsibility of the Administration Committee to recommend approval. The Administration Committee is requested to recommend that the Board of Directors approve this budget at the June 27, 2018 Board meeting. RELEVANT STANDARDS • Produce Operations and CIP budgets every two years with annual update Page 2 of 2 PROBLEM The Orange County Sanitation District (Sanitation District) cannot maintain and monitor its financial condition, operations, and future capital improvements without examination and transparency into its resources, revenues, reserves, and outlays. PROPOSED SOLUTION Providing the Board of Directors with an understanding of the Sanitation District’s resources will assist in the approval of the proposed two-year budget. TIMING CONCERNS The proposed two-year budget, effective July 1 of this year, will be finalized and presented to the Board for adoption in June. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not be able to carry out its financial fiduciary duties beyond June 30, 2018. ADDITIONAL INFORMATION The second year of the two-year budget is being proposed at $383 million, or approximately $39 million less than the first year proposed amount of $422. This reduction is primarily due to the 2018-19 and 2019-20 cashflow requirements of the Sanitation District’s Capital Improvement Program, $175 million and $137 million, respectively. ATTACHMENTS The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Proposed FY 2018-19 and 2019-20 Executive Budget Summary (separate document) • Proposed FY 2018-19 and 2019-20 Budget (separate document) • PowerPoint presentation Presenter: Lorenzo Tyner Director of Finance & Administrative Services Proposed Budget Summary Fiscal Years 2018-19 and 2019-20 Budget Presentations December –Facilities Master Plan December –Independent Rate Study February –Budget Assumptions March –Rate Presentation March –District Revenues April –Budget Workshop May –Capital Improvement Program June –Budget Overview Revenues FY 18-19 FY 19-20 Proposed Budget Summary Fees and Charges $350 M (74%)$354 M (74%) Property Taxes $100 M (21%)$104 M (22%) Interest/Other $ 21 M ( 5%)$ 20 M ( 4%) Total Revenues $471 M $478 M Net CIP/RRR $175 M (42%)$137 M (36%) Operating $161 M (38%)$160 M (42%) Debt Service $ 80 M (19%)$ 80 M (21%) Other $ 6 M ( 1%)$ 6 M ( 1%) Total Outlays $422 M $383 M Outlays FY 18-19 FY 19-20 Major Revenue Components Include Fees/Charges and General Income Fees & Charges $350 M 74% Property Taxes $100 M 21% Fees & Charges $354 M 74% Property Taxes $104 M 22% Other $21 M 5% Other $20 M 4% Proposed Revenues FY 18-19 = $471 Million Proposed Revenues FY 19-20 = $478 Million Most OCSD Revenue is Related to User Fees Proposed FY 18-19 FY 19-20 General User Fees $ 318 M $ 321 M Permit User Fees $ 18 M $ 19 M Capital Facilities Capacity Charges $ 14 M $ 14 M Total Fees & Charges $ 350 M $ 354 M Comparison of Single Family Residential Rates(July 2017) $163 $331 $937 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 LA C S D OR A L o m a IR W D Fr e s n o OC S D Ea s t B a y M U D Un i o n S a n i t a r y Du b l i n S a n R a m o n Sa c r a m e n t o Ci t y o f L A Ce n t r a l C o n t r a C o s t a Va l l e j o Sa n D i e g o Sa n F r a n c i s c o Do l l a r s p e r Y e a r Ha y w a r d Property Tax Revenue will Rise with the Continuing Economic Recovery Proposed FY 18-19 FY 19-20 Property Tax Revenue $ 100 M $ 104 M Interest Revenue $ 7 M $ 7 M Other $ 14 M $ 13 M Total General Income $ 121 M $ 124 M OCSD Outlay Categories Proposed FY 18-19 FY 19-20 Net Capital Improvement/RRR $ 175 M $ 137 M Operating Expense $ 161 M $ 160 M Debt Service $ 80 M $ 80 M Other $ 6 M $ 6 M Total Outlays $ 422 M $ 383 M Proposed Operating Expense Summary FY 18-19 FY 19-20 Description Proposed Proposed Salaries and Wages $ 96.0 M $ 98.2 M Contractual Services 25.2 M 22.1 M Repairs and Maintenance 21.7 M 19.3 M Operating Mat’ls & Supplies 15.8 M 18.9 M Utilities 7.4 M 9.0 M Professional Services 5.4 M 4.6 M Other 9.8 M 8.5 M Cost Allocation -20.1 M -20.4 M Net Operating Requirements $161.2 M $160.2 M Departmental Operating Summary FY 18-19 FY 19-20 FY 18-19 FY 19-20 Department Budget Budget FTEs FTEs General Manager $ 4.5 M $ 4.5 M 14 14 Human Resources 9.5 M 9.0 M 27 27 Administrative Services 18.5 M 19.5 M 100 100 Environmental Services 17.3 M 18.0 M 91 91 Engineering 3.1 M 3.8 M 116 116 Operations/Maintenance 98.9 M 105.5 M 288 288 Total $161.2 M $160.2 M 636 636 Salaries and Benefits Represent less than 25% of the Total Budget Forecast Capital Improvement $175 M Operating Expenses $161 M Debt Service/Other $ 86 M Total Expenditures $422 M Salaries and Benefits $ 98 M (23%) CIP Consists of Four Distinct Types Proposed FY 18-19 FY 19-20 Replacement/Rehabilitation $110 M $ 88 M Additional Capacity $ 25 M $ 17 M Strategic Initiatives $ 25 M $ 32 M Regulatory $ 18 M $ 12 M Total Outlays $ 178 M $ 149 M Cashflow Adjustment ( $3 M)( $12 M) Total Projected $ 175 M $ 137 M CIP Program Ten -Year Annual Outlays (in millions) $178 $149 $217 $371 $378 $312 $259 $184 $171 $210 $100 $150 $200 $250 $300 $350 $400 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 No Additional Debt Issuances are Planned $- $200 $400 $600 $800 $1,000 $1,200 2015 2020 2025 2030 2035 2040 OUTSTANDING DEBT$100Ms Questions? 1322092.1 555 AN T O N B O U L E V A R D, SU I T E 12 0 0 C O S T A ME S A , CA 9 2 6 26-7 6 70 (714) 558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Administration Committee FROM: Bradley R. Hogin, Esq. General Counsel DATE: June 5, 2018 RE: Closed Session Items The Administration Committee will hold a closed session on June 13, 2018 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 Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; 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. The District’s negotiators are Jim Herberg, Bob Ghirelli, Lorenzo Tyner, Rob Thompson, Kathy Millea and Jeff Mohr, and Tom Grant. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By: ___________________________ Bradley R. Hogin, General Counsel CLOSED SESSION ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California Water Agencies LAFCO Local Agency Formation Commission RWQCB Regional Water Quality Control Board APWA American Public Works Association LOS Level Of Service SARFPA Santa Ana River Flood Protection Agency AQMD Air Quality Management District MGD Million Gallons Per Day SARI Santa Ana River Interceptor ASCE American Society of Civil Engineers MOU Memorandum of Understanding SARWQCB Santa Ana Regional Water Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean Water Agencies SAWPA Santa Ana Watershed Project Authority CARB California Air Resources Board NEPA National Environmental Policy Act SCADA Supervisory Control And Data Acquisition CASA California Association of Sanitation Agencies NGOs Non-Governmental Organizations SCAP Southern California Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge Elimination System SCAQMD South Coast Air Quality Management District CEQA California Environmental Quality Act NWRI National Water Research Institute SOCWA South Orange County Wastewater Authority CIP Capital Improvement Program O & M Operations & Maintenance SRF Clean Water State Revolving Fund CRWQCB California Regional Water Quality Control Board OCCOG Orange County Council of Governments SSMP Sewer System Management Plan CWA Clean Water Act OCHCA Orange County Health Care Agency SSO Sanitary Sewer Overflow CWEA California Water Environment Association OCSD Orange County Sanitation District SWRCB State Water Resources Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team OOBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection Agency OSHA Occupational Safety and Health Administration TSS Total Suspended Solids FOG Fats, Oils, and Grease PCSA Professional Consultant/Construction Services Agreement WDR Waste Discharge Requirements gpd gallons per day PDSA Professional Design Services Agreement WEF Water Environment Federation GWRS Groundwater Replenishment System POTW Publicly Owned Treatment Works WERF Water Environment & Reuse Foundation ICS Incident Command System ppm parts per million WIFIA Water Infrastructure Finance and Innovation Act IERP Integrated Emergency Response Plan PSA Professional Services Agreement WIIN Water Infrastructure Improvements for the Nation Act JPA Joint Powers Authority RFP Request For Proposal WRDA Water Resources Development Act 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 (D/T) – 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. 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.