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HomeMy WebLinkAbout12-17-2014 Steering Committee Agenda Packet.pdf Orange County Sanitation District SANITAl1oN DIMI,1 Wednesday, December 17, 2014 Regular Meeting of the 5:30 P.M. Steering Committee Administration Building Conference Rooms A R B 10844 Ellis Avenue I Fountain Valley, CA 92708 J (714) 593-7130-7130 1954-2014 AGENDA DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers 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 Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: 1. Approve Minutes of the November 19, 2014 Steering Committee Meeting. ACTION ITEMS: 2. Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Townsend Public Affairs, Inc. for State Legislative Services, Specification No. CS-2014-634BD, for the period of January 1, 2015 through December 31, 2015 at a monthly rate of $5,000 per month and not to exceed $60,000 per year, with three one-year renewal options. B. Approve a Professional Services Agreement with ENS Resources for Federal Legislative Services, Specification No. CS-2014-63313D, for the period of January 1, 2015 through December 31, 2015 at a monthly rate of $7,500 per month and not to exceed of $90,000 per year, with three one- year renewal options. 12/17/14 Steering Committee Agenda Page 1 of 3 INFORMATION ITEMS: None. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Convene in closed session. (1) CONFERENCE WITH LEGAL COUNSEL RE ANTICPATED LITIGATION (Government Code Section 64956.9(d)(4)) Initiation of Litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9 Number of Potential Cases: 1 Recovery of sales tax paid to the State Board of Equalization on the purchase of chemicals used to treat wastewater. (2) CONFER WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: Steve Filarsky, James Ruth, James Herberg, Robert Ghirelli, Jeff Reed, and Richard Spencer. Employee Organizations: 4 • Orange County Employees Association (OCEA); • International Union of Operating Engineers, Local 501; • Supervisor Group; and • Professional Group Reconvene in regular session. Consideration of action, if any, on matters considered in closed session. 12/17/14 Steering Committee Agenda Page 2 of 3 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Steering Committee meeting is scheduled for Wednesday, January 28, 2015, at 5:30 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7130 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. 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. Maria E.Ayala Clerk of the Board (714)593-7130 mavalaRocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7110 iherbsrgOZocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghireIII(Qocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomoson(alomd.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontesGDocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Itvner(lomd.com Administrative Services Director of Human Resources Jeff Reed (714)593-7144 ireed(olocsd.com Director of Operations&Maintenance Ed Tortes 714 593-7080 etorms omd.com 12/17/14 Steering Committee Agenda Page 3 of 3 ITEM NO. 1 MINUTES STEERING COMMITTEE MEETING Orange County Sanitation District The Steering Committee meeting convened on Wednesday, November 19, 2014, at 5:33 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT Tom Beamish, Chair Jim Herberg, General Manager John Nielsen, Vice-Chair Bob Ghirelli, Assistant General Brett Withers, Operations Committee Manager Chair Nick Arhontes, Director of Facilities Keith Curry, Member-At-Large Support Services Greg Sebourn, Member-At-Large Jeff Reed, Director of Human Resources Rob Thompson, Director of COMMITTEE MEMBERS ABSENT: Engineering Scott Nelson, Administration Ed Torres, Director of Operations & Committee Chair Maintenance Steve Jones, Member-At-Large Lorenzo Tyner, Director of Finance & Administrative Services Maria E. Ayala, Clerk of the Board Jennifer Cabral At Garcia Laurie Klinger Andrew Nau Rich Spencer OTHERS PRESENT: Brad Hogin, General Counsel James Ruth, Consultant Steve Filarsky, Consultant PUBLIC COMMENTS: None. Minutes of the Steering Committee November 19,2014 Page 2 of 4 REPORTS: Chair Beamish gave a brief report of the November 12 Legislative and Public Affairs Special Committee meeting. General Manager Herberg reported on the following: District's community outreach events; biosolids audits; CSDA transparency award for the District; and an update on the fuel cell station and the recent media coverage it has received. CONSENT CALENDAR: 1. MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the October 22, 2014 Steering Committee Meeting. AYES: Beamish, Curry, Nielsen, Seboum, and Withers NOES: None ABSTENTIONS: None ABSENT: Jones and Nelson NON-CONSENT CALENDAR: Chair Beamish presented Agenda Item No. 2 and his recommendation to bring this item forward and for approval. 2. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve Board Resolution No. OCSD 14-15 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving salary increase and salary range adjustment for the General Manager for Fiscal Year 2014-2015," approving a base building salary increase for the General Manager of 3% of salary and to adjust the corresponding salary range by 3%. AYES: Beamish, Curry, Nielsen, Seboum, and Withers NOES: None ABSTENTIONS: None ABSENT: Jones and Nelson Minutes of the Steering Committee November 19,2014 Page 3 of 4 General Manager Herberg presented Agenda Item No. 3. Mr. Herberg briefly reported on the recommended salary percentage increases. 3. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Adopt Resolution No. OCSD 14-16 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving salary increases, salary range adjustments and onetime non-base building payment for at-will executive management team employees for Fiscal Year 2014-2015," authorizing the General Manager to implement a base building salary increase for Executive Management Team (EMT) members up to of 3% of salary, to adjust the corresponding salary ranges by 3%, and a one-time non-base building payment of up to $1,000 to Executive Management Team members at the discretion of the General Manager based on performance outcomes. B. Adopt Resolution No. OCSD 14-17 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving salary increases, salary range adjustments and onetime non-base building payment for unrepresented management employees for Fiscal Year 2014-2015," authorizing the General Manager to implement salary range adjustments of up to 5.1% for specific manager classifications due to compaction with supervisor classifications, a base building salary increase for Managers of 3% of salary, and a one-time non- base building payment of up to $1,000 to Managers at the discretion of the General Manager and Department Head based on performance outcomes. The Clerk of the Board conducted a roll call vote. AYES: Beamish, Curry, Nielsen, and Withers NOES: Sebourn ABSTENTIONS: None ABSENT: Jones and Nelson Minutes of the Steering Committee November 19,2014 Page 4 of 4 CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54957.6 The Committee convened in closed session at 5:45 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:52 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 5:53 p.m. Submitted by: Maria E. Ayala Clerk of the Board STEERING COMMITTEE Meeting Date To ad.of Dir. 12/17/14 12/17/14 AGENDA REPORT Item Number Item Number 2 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Bob Ghirelli, Assistant General Manager SUBJECT: STATE AND FEDERAL LEGISLATIVE REPRESENTATION GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Townsend Public Affairs, Inc. for State Legislative Services, Specification No. CS-2014-634BD, for the period of January 1, 2015 through December 31, 2015 at a monthly rate of $5,000 per month and not to exceed $60,000 per year, with three one-year renewal options. B. Approve a Professional Services Agreement with ENS Resources for Federal Legislative Services, Specification No. CS-2014-6338D, for the period of January 1, 2015 through December 31, 2015 at a monthly rate of $7,500 per month and not to exceed of$90,000 per year, with three one-year renewal options. SUMMARY At the direction of the Legislative and Public Affairs Committee, staff issued a request for proposal (RFP)for professional services for Federal and State lobbying services. An RFP for each service was issued via Planet Bids to a total of 68 firms representing clients in Sacramento and Washington D.C. and five submitted responses (1 Federal firm and 4 State firms). A committee of three, including Bob Ghirelli, Assistant General Manager; Jim Colston, Engineering Manager who formally oversaw the Legislative Affairs program, and Christina Compton, Government Affairs Manager with the Irvine Ranch Water District reviewed the proposals and are recommending that OCSD enter into contracts with these firms. In addition, Chair Beamish and Vice Chair Nielsen reviewed the proposals and provided oversight throughout the process. All proposals were scored based on the following criteria: • Qualifications of Firm • Proposed Staffing and Approach • Cost and Price • Interviews and Presentations Page 1 of 4 ADDITIONAL INFORMATION OCSD currently holds a contract with ENS Resources for Federal advocacy and Townsend Public Affairs for State advocacy services. These contracts expire on December 31, 2014. In October of 2007, the Steering Committee approved agreements with ENS Resources for Federal advocacy and Townsend Public Affairs for State advocacy services. Each agreement was on a monthly basis for one year with four one-year renewal options and had an effective starting date of January 1, 2008 (the initial term was 18 months). In July of 2013, a single year sole source contract was entered into with both ENS Resources for Federal advocacy and Townsend Public Affairs for State advocacy services. In July of 2014, the Steering Committee approved extending the term of the agreements with ENS Resources and Townsend Public Affairs for six (6) months to December 31, 2014. Since 2008 and the initiation of the program, the legislative accomplishments include: • Closeout of the EPA grant that brought $2.3 million to OCSD for secondary treatment upgrades; • Work on the Federal Clean Water Act income rule (10% rule) moving the issue farther than it had ever moved in the past; • Clarification of the Santa Ana River Interceptor authorization with the Army Corps of Engineers; • Recognition of OCSD's secondary treatment completion and the Groundwater Replenishment System in Congress; • Longstanding relationships with Federal legislators and their staff; • Protection of OCSD's property tax through regular contact, advocacy and meetings with State legislators and staff; • Passage of design-build authorization for OCSD; • High-profile positions on key bills such as chemical cremation, beach testing, contract liability and design-build, as well as other matters where we have successfully pushed for positive outcomes to OCSD on about one dozen bills; • Inclusion of wastewater projects as eligible for funding under previous water bonds allowing OCSD to secure $1 million through Proposition 84; • Passage of a bill amendment to the Orange County Sanitation District Act to transfer Board representation from the City of Yorba Linda to the Yorba Linda Water District; • Amendment to the Santa Ana river Conservancy bill; • Recommended amendments to hostile bill for biosolids disposal in Kern County; • Efforts to ensure adequate funding in Proposition 1 for the study and planning of future water recycling efforts. Page 2 of 4 • Annual meetings and trips to Washington, D.C. and Sacramento to advance our interests; • Annual preparation and development of Legislative Platform and goals. • Regular staff meetings and phone calls with advocates as well has during Steering and Legislative and Public Affairs Committee meetings. For the past six years, OCSD has had an active legislative program and we have utilized our size and visibility to our advantage. Oftentimes, our statewide advocacy association, CASA, has called on OCSD to weigh-in on pressing matters and lend our support. PRIOR COMMITTEE/BOARD ACTIONS December 2014 — At its Committee meeting of December 8, the Legislative and Public Affairs Special Committee took action to make this recommendation to the Steering Committee. It was recommended at that time, that if so approved by the Steering Committee, that the Steering Committee make the recommendation to the Board for final approval. July 2014 — Approved a six (6) month extension to the existing contract with state and federal legislative advocates. May 2013—Approved a one-year contract with state and federal legislative advocates. October 2007 — Approved five-year agreements with state and federal legislative advocates and approved four one-year renewals at the discretion of the Steering Committee. November 2003 — Approved a one-year agreement with three one-year renewals with state and federal legislative advocates. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with OCSD's Purchasing Ordinance and is budgeted as indicated in Section 6— Page 88. This item is within the General Managers delegation of authority. However, due to the nature of the contract, this item is brought to the Committee and Board for action. The current contracts that expire on December 31, 2014 for state and federal lobbying services cost OCSD a total of$ 13,000 per month ($7,500 per month for Townsend Public Affairs and $5,500 per month for ENS Resources). Page 3 of 4 ATTACHMENTS The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package and attachments: Professional Services Agreements (2) for Townsend Public Affairs, Inc. and ENS Resources. Page 4 of 4 Return to Aaenda Report PROFESSIONAL SERVICES AGREEMENT State Legislative Advocate Services Specification No. CS-2014-634BD THIS AGREEMENT is made and entered into as of January 1, 2015 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 Townsend Public Affairs, Inc. with a principal business at 1401 Dove St. Suite 330, Newport Beach, CA 92660 (hereinafter referred to as "Legislative Advocate") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on Legislative Advocate's expertise and experience, OCSD wishes to temporarily engage Legislative Advocate to provide State legislative advocate services ("Services") as described in Exhibit"A'; and WHEREAS, Legislative Advocate submitted its proposal on October 16, 2014, and WHEREAS, on December 17, 2014, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Legislative Advocate; and WHEREAS, OCSD has chosen Legislative Advocate to conduct Services in accordance with Ordinance No. OCSD-44; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and Legislative Advocate. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work. 1.2 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 in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Proposal Submitted by Legislative Advocate Exhibit"C" Acknowledgement of Insurance Requirements 1.3 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. 1.4 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. 1.5 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. 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. Orange County Sanitation District 1 of 10 Specification No.CS-2014-634BD 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. 1.8 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. 1.9 Legislative Advocate shall provide OCSD with all required premiums and/or overtime work at no charge beyond the prices provided under "Compensation" and "Payment and Invoicing" below. OCSD will not pay Travel Time. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Legislative Advocate as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this Agreement, Legislative Advocate shall perform the Services identified in Exhibits "A" and "B". Legislative Advocate warrants that all of its Services shall be performed in a competent, professional and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 4. Exceptions OCSD takes exception to and hereby expressly declines the offer of staff augmentation. 5. Compensation Compensation to be paid by OCSD to Legislative Advocate for the Services provided under this Agreement shall be a total amount not to exceed Sixty Thousand and 00100 Dollars ($60,000.00). 6. Payment and Invoicing 6.1 Legislative Advocate shall be paid monthly by OCSD at the rate of$5,000 per month. 6.2OCSD shall pay, Net 30 days, upon receipt and approval, by OCSD Project Manager, Dr. Robert Ghirelli or his designee, of an itemized invoice. 6.3 Invoices shall be emailed by Legislative Advocate to OCSD Accounts Payable at APStaff()OCSD.com and "INVOICE", the Purchase Order number, and "State Legislative Advocate Services" shall be referenced in the subject line. 7. Audit Rights Legislative Advocate 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 Legislative Advocate relating to the invoices submitted by Legislative Advocate pursuant to this Agreement. 6. Commencement and Term The Services to be provided by Legislative Advocate under this Agreement shall commence on January 1, 2015 and continue through December 31, 2015. 9. Renewals 9.1 OCSD may exercise the option to renew the Agreement for up to three (3) one-year periods based upon the criteria set forth in the specifications, Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. Orange County Sanitation District 2 of 10 Specification No.CS-2014-634BD Return to Aaenda Report 9.2 Renewals may be made through the OCSD Purchase Order Process. 10. Extensions The Term of this Agreement may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this 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, Legislative Advocate shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Legislative Advocate for work performed (cost and fee) to the date of termination. Legislative Advocate 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 Legislative Advocate other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Legislative Advocate is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 12.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to Legislative Advocate: • if Legislative Advocate becomes insolvent or files a petition under the Bankruptcy Act; or • if Legislative Advocate sells its business; or • if Legislative Advocate breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 12.4 All OCSD property in the possession or control of Legislative Advocate shall be returned by Legislative Advocate to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 13. Indemnification and Hold Harmless Provision Legislative Advocate 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 Legislative Advocate's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Legislative Advocate, 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, Legislative Advocate 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 Legislative Advocate'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 or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Legislative Advocate of or anyone employed by or working under Legislative Advocate. To the maximum extent permitted by law, Legislative Advocate's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve Orange County Sanitation District 3 of 10 Specification No.CS-2014-634BD 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. Legislative Advocate 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. 14. Insurance Legislative Advocate 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 "C". Legislative Advocate shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Legislative Advocate 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. 15. Key Personnel Personnel, as provided in Exhibit "B", 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 Legislative Advocate to remove a person designated as key under this Agreement, Legislative Advocate agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. Legislative Advocate shall assign only competent personnel to perform Services pursuant to this Agreement. 16. Confidentiality and Non-Disclosure 16.1 Legislative Advocate acknowledges that in performing the Services hereunder, OCSD may have to disclose to Legislative Advocate orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 16.2 Legislative Advocate 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. 16.3 Legislative Advocate 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 Legislative Advocate during the term of this Agreement. 16.4 Legislative Advocate 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 Legislative Advocate or personnel of Legislative Advocate 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 Legislative Advocate'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. Orange County Sanitation District 4 of 10 Specification No.CS-2014-634BD Return to Aaende Report 16.5 The provisions of this Section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 17. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Legislative Advocate, 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 Legislative Advocate 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 Legislative Advocate will be at OCSD's sole risk and without liability to Legislative Advocate. Legislative Advocate shall ensure that all its subcontractors shall provide for assignment to OCSD of any documents or materials prepared by them. 18. Ownership of Intellectual Property 18.1 Legislative Advocate 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. 18.2 Legislative Advocate agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, Legislative Advocate 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. Legislative Advocate 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. 18.3 Legislative Advocate warrants that Legislative Advocate 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. 18.4 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 Legislative Advocate 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. 19. No Solicitation of Employees or Subcontractors 19.1 Legislative Advocate 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 Legislative Advocate became aware as a result of Legislative Advocate's Services to OCSD. 19.2 Legislative Advocate acknowledges that OCSD's employees are critical to its business. Legislative Advocate 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 Orange County Sanitation District 5 of 10 Specification No.CS-2014-634BD termination of this Agreement. Should Legislative Advocate violate this provision, Legislative Advocate will pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 20. Independent Contractor Capacity 20.1 The relationship of Legislative Advocate to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 20.2 Legislative Advocate shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Legislative Advocate's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Legislative Advocate. 20.3 Legislative Advocate shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Legislative Advocate have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Legislative Advocate shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 20.4 Legislative Advocate 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. Legislative Advocate shall be responsible for providing, at Legislative Advocate's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 20.5 Legislative Advocate shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Legislative Advocate hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Legislative Advocate's breach of this provision. 20.6 Legislative Advocate shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Legislative Advocate shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Legislative Advocate for tax purposes. 21. Licenses, Permits Legislative Advocate represents and warrants to OCSD that it has obtained all licenses, permits, qualification 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 Legislative Advocate. 22. Legistative Advocate's Representations In the performance of duties under this Agreement, Legislative Advocate shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Legislative Advocate agrees to comply with all applicable Federal, State and local laws and regulations. 23. Familiarity with Work By executing this Agreement, Legislative Advocate 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 Legislative Advocate 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 Legislative Advocate's risk, until written instructions are received from OCSD. Orange County Sanitation District 6 of 10 Specification No.CS-2014-634BD Return to Agenda Report 24. Right to Review Services. Facilities. and Records 24.1 OCSD reserves the right to review any portion of the Services performed by Legislative Advocate under this Agreement, and Legislative Advocate agrees to cooperate to the fullest extent possible. 24.2 Legislative Advocate shall furnish to OCSD such reports, statistical data, and other information pertaining to Legislative Advocate'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. 24.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Legislative Advocate shall not relieve Legislative Advocate of any obligation set forth herein. 25. Force Maleure Neither party shall be liable for delays caused by accident, Flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 26. 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. 27. 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 Legislative Advocate 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. 26. Remedies In addition to other remedies available in law or equity, if the Legislative Advocate fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Agreement; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Legislative Advocate. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Legislative Advocate as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 29. 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. 30.Attornev'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. Orange County Sanitation District 7 of 10 Specification No.CS-2014-634BD 31. Dispute Resolution 31.1 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. 31.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two 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 from any judgment issued therein. 32. Damage to OCSD's Property Any OCSD property damaged by Legislative Advocate will be subject to repair or replacement by Legislative Advocate at no cost to OCSD. 33. OCSD Safety and Human Resources Policies OCSD requires all contractors and consultants, including Legislative Advocate, 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 Legislative Advocate is required to follow the most stringent regulatory requirement at no cost to OCSD. Legislative Advocate and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety'. 34. Freight (F.O.B. Destination) Legislative Advocate 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. 35.Assignments Legislative Advocate 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. 36. Conflict of Interest and Reporting 36.1 Legislative Advocate shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 36.2 Legislative Advocate affirms that to the best of its knowledge there exists no actual or potential conflict between Legislative Advocate'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. Orange County Sanitation District 8 of 10 Specification No.CS-2014-634BD Return to Agenda Report 37. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Legislative Advocate. X Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Legislative Advocate, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Legislative Advocate or to its successor, or for breach of any obligation of the terms of this Agreement. 39.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. 40. Read and Understood By signing this Agreement, Legislative Advocate represents that he has read and understood the terms and conditions of the Agreement. 41. 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 9 of 10 Specification No.CS-2014-634BD 42. 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: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Legislative Advocate: Townsend Public Affairs Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Board Chair Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager TOWNSEND PUBLIC AFFAIRS Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No.CS-2014-634BD Return to Mende Report PROFESSIONAL SERVICES AGREEMENT Federal Legislative Advocate Services Specification No. CS-2014-633BD THIS AGREEMENT is made and entered into as of January 1, 2015, 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 ENS Resources, Inc. with a principal business at 1101 10 Street N.W., Suite 350, Washington, DC 20005 (hereinafter referred to as "Legislative Advocate") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on Legislative Advocate's expertise and experience, OCSD wishes to temporarily engage Legislative Advocate to provide federal legislative advocate services ("Services") as described in Exhibit"A"; and WHEREAS, Legislative Advocate submitted its proposal on October 16, 2014; and WHEREAS, on December 17, 2014, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Legislative Advocate; and WHEREAS, OCSD has chosen Legislative Advocate to conduct Services in accordance with Ordinance No. OCSD-44; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement') is made by OCSD and Legislative Advocate. The Terms and Conditions herein exclusively govern the purchase of Services as described in Exhibit "A". 1.2 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 in order of precedence: Exhibit"A" Scope of Work Exhibit'B" Proposal Submitted by Legislative Advocate Exhibit"C' Acknowledgement of Insurance Requirements 1.3 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. 1.4 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. 1.5 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. 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. Orange County Sanitation District 1 Of 10 CS-2014-633BD 1.7 The term "workday'. Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM (exception is operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include legally observed holidays. 1.8OCSD 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. 1.9 Work Hours: The work required under this Agreement may include normal Business hours, evenings, and weekends. OCSD will not pay Travel Time. 1.10 Legislative Advocate shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under "Compensation" and 'Payment and Invoicing" below. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Legislative Advocate as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this Agreement, Legislative Advocate shall perform the Services identified in Exhibit "A". Legislative Advocate warrants that all of its Services shall be performed in a competent, professional and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 4. Compensation Compensation to be paid by OCSD to Legislative Advocate for the Services provided under this Agreement shall be a total amount not to exceed Ninety Thousand and 00100 Dollars ($90,000.00). 5. Payment and Invoicing 5.1 Legislative Advocate shall be paid monthly by OCSD at the rate of $7,500 per month for twelve (12) months. 5.2OCSD shall pay, Net 30 days, upon approval of invoices by OCSD Project Manager, Dr. Robert Ghirelli or his designee, for Services rendered as defined in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 5.3 Invoices shall be emailed by Legislative Advocate to OCSD Accounts Payable at APStaff(cDOCSD.com and "INVOICE' and the Purchase Order number shall be referenced in the subject line. 6. Audit Rights Legislative Advocate 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 Legislative Advocate relating to the invoices submitted by Legislative Advocate pursuant to this Agreement. Orange County Sanitation District 2 of 10 CS-2014-633BD Return to Aaenda Report 7. Commencement and Term The Services to be provided by Legislative Advocate under this Agreement shall commence on January 1, 2015 and continue through December 31, 2015. 8. Renewals 8.1 OCSD may exercise the option to renew the Agreement for up to three (3) one-year periods based upon the criteria set forth in the specifications, Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 8.2 Renewal may be made through the OCSD Purchase Order Process. 9. Extensions The Term of this Agreement may be extended only by written instrument signed by both Parties. 10. Performance Time is of the essence in the performance of the provisions hereof. 11. Termination 11.1 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, Legislative Advocate shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Legislative Advocate for work performed (cost and fee) to the date of termination. Legislative Advocate expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall lemtinate this Agreement and release OCSD from any further fee, cost or claim hereunder by Legislative Advocate other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Legislative Advocate is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 11.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to Legislative Advocate: • if Legislative Advocate becomes insolvent or files a petition under the Bankruptcy Act; or • if Legislative Advocate sells its business; or • if Legislative Advocate breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 11.4 All OCSD property in the possession or control of Legislative Advocate shall be returned by Legislative Advocate to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 12. indemnification and Hold Harmless Provision Legislative Advocate 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 Legislative Advocate's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Legislative Advocate, 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, Legislative Advocate 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 Orange County Sanitation District 3 of 10 CS-2014-633BD with the use of property, arising out of or in connection with Legislative Advocate'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 or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Legislative Advocate of or anyone employed by or working under Legislative Advocate. To the maximum extent permitted by law, Legislative Advocate'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. Legislative Advocate 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. 13. Insurance Legislative Advocate 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 "C". Legislative Advocate shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Legislative Advocate 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. 14. Key Personnel Personnel, as provided in Exhibit "B", 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 Service Provider to remove a person designated as key under this Agreement, Service Provider agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. Service Provider shall assign only competent personnel to perform services pursuant to this Agreement. 15. Confidentiality and Non-Disclosure 15.1 Legislative Advocate acknowledges that in performing the Services hereunder, OCSD may have to disclose to Legislative Advocate orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 15.2 Legislative Advocate 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. 15.3 Legislative Advocate 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 Legislative Advocate during the term of this Agreement. 15.4 Legislative Advocate 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. Orange County Sanitation District 4 of 10 CS-2014-633BD Return to Mende Report • To restrict access to the Confidential Information to its Legislative Advocate or personnel of Legislative Advocate 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 Legislative Advocate'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. 15.5 The provisions of this Section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 16. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Service Provider, 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 Service Provider 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 Service Provider will be at OCSD's sole risk and without liability to Service Provider. Service Provider shall ensure that all its subcontractors shall provide for assignment to OCSD of any documents or materials prepared by them. 17. Ownership of Intellectual Property 17.1 Legislative Advocate 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. 17.2 Legislative Advocate agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, Legislative Advocate 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. Legislative Advocate 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. 17.3 Legislative Advocate warrants that Legislative Advocate 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. 17.4 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 Legislative Advocate 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. Orange County Sanitation District 5 of 10 CS-2014-633BD 18. No Solicitation of Employees or Subcontractors 18.1 Legislative Advocate 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 Legislative Advocate became aware as a result of Legislative Advocate's Services to OCSD. 18.2 Legislative Advocate acknowledges that OCSD's employees are critical to its business. Legislative Advocate 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 Legislative Advocate violate this provision, Legislative Advocate will pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 19. Independent Contractor Capacity 19.1 The relationship of Legislative Advocate to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 19.2 Legislative Advocate shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Legislative Advocate's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Legislative Advocate. 19.3 Legislative Advocate shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Legislative Advocate have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Legislative Advocate shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 19.4 Legislative Advocate 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. Legislative Advocate shall be responsible for providing, at Legislative Advocate's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 19.5 Legislative Advocate shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Legislative Advocate hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Legislative Advocate's breach of this provision. 19.6 Legislative Advocate shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Legislative Advocate shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Legislative Advocate for tax purposes. 20. Licenses, Permits Legislative Advocate represents and warrants to OCSD that it has obtained all licenses, permits, qualification 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 Legislative Advocate. Orange County Sanitation District 6 of 10 CS-2014-633BD Return to Aaende Report 21. Legislative Advocate's Representations In the performance of duties under this Agreement, Legislative Advocate shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Legislative Advocate agrees to comply with all applicable Federal, State and local laws and regulations. 22. Familiarity with Work By executing this Agreement, Legislative Advocate 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 Legislative Advocate 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 Legislative Advocate's risk, until written instructions are received from OCSD. 23. Right to Review Services. Facilities. and Records 23.1 OCSD reserves the right to review any portion of the Services performed by Legislative Advocate under this Agreement, and Legislative Advocate agrees to cooperate to the fullest extent possible. 23.2 Legislative Advocate shall furnish to OCSD such reports, statistical data, and other information pertaining to Legislative Advocate'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. 23.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Legislative Advocate shall not relieve Legislative Advocate of any obligation set forth herein. 24. 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 Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 25. 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. 26. 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 Legislative Advocate 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. 27. Remedies In addition to other remedies available in law or equity, K the Legislative Advocate fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Agreement; (2) recover whatever amount of the Orange County Sanitation District 7 of 10 CS-2014-633BD purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Legislative Advocate. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Legislative Advocate as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 28. 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. 29.Attornev'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. 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 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two 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 from any judgment issued therein. 31. Damace to OCSD's Property Any OCSD property damaged by Legislative Advocate will be subject to repair or replacement by Legislative Advocate at no cost to OCSD. 32. OCSD Safety and Human Resources Policies OCSD requires all contractors and consultants, including Legislative Advocate, 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 Legislative Advocate is required to follow the most stringent regulatory requirement at no cost to OCSD. Legislative Advocate and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety". Orange County Sanitation District 8 of 10 CS-2014-633BD Return to Mende Report 33. Freight (F.O.B. Destination) Legislative Advocate 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. 34.Assignments Legislative Advocate 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. 35. Conflict of Interest and Reporting 35.1 Legislative Advocate shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 35.2 Legislative Advocate affirms that to the best of its knowledge there exists no actual or potential conflict between Legislative Advocate'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. 36. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Legislative Advocate. 37. Non-Liability of OCSD Officers and Emplouses No officer or employee of OCSD shall be personally liable to Service Provider, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Service Provider or to its successor, or for breach of any obligation of the terms of this Agreement. 36.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. 39. Read and Understood By signing this Agreement, Legislative Advocate represents that he has read and understood the terms and conditions of the Agreement. 40. 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 9 of 10 CS-2014-633BD 41. 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: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Legislative Advocate: ENS Resources, Inc. Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Board Chair Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager ENS RESOURCES, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 CS-2014-633BD ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency Glossary of Terms and Abbreviations SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation 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 know 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. 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 farm land 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. Glossary of Terms and Abbreviations Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor becomes the DrT for that air sample. Greenhouse gases — 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 (GWR) System — 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 a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine 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 (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order 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)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) 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 run-off. 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. Glossary of Terms and Abbreviations 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. OCSD's service area is in the Santa Ana River Watershed.