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01-23-2013 Board Agenda Packet Packet
January 16, 2013 NOTICE OF REGULAR MEETING BOARD OF DIRECTORS ORANGE COUNTY SANITATION DISTRICT Wednesday, January 23. 2013—6:30 P.M. Administration Building 10844 Ellis Avenue Fountain Valley, California 92708 The Regular Meeting of the Board of Directors of the Orange County Sanitation District will be held at the above location, time and date. Clerk of the Board Steering Committee - Wednesday, February 27, 2013 at 5:00 p.m. Board Meeting - Wednesday, February 27,2013 at 6:30 p.m. a • bo BOARD MEETING DATES January 23, 2013 February 27, 2013 March 27, 2013 April 24, 2013 May 22, 2013 June 26, 2013 July 24, 2013 August 28, 2013 September 25, 2013 October 23, 2013 *November 20, 2013 *December 18, 2013 *Meetings are being held on the third Wednesday of the month Wednesday, January 23,2013 Orange County Sanitation District _ 6:30 P.M. Regular Meeting of the Board Room Board of Directors 10844 Ellis Avenue Fountain Valley, CA 92708 (714)593-7130 AGENDA INVOCATION AND PLEDGE OF ALLEGIANCE: (Steve Nagel, Fountain Valley) DECLARATION OF QUORUM: ROLL CALL: 1. Receive and file Minute Excerpts of member agencies relating to appointments to the Orange County Sanitation District Board, as follows: City/Again Active Director Alternate Director Anaheim Lucille Kring Jordan Brandman Brea Brett Murdock Christine Marick Costa Mesa Sanitation District Jim Ferryman Robert Ooten Fullerton Greg Sebourn Jan Flory Huntington Beach Joe Shaw Joe Carchio Irvine Steven Choi Christina Shea Newport Beach Keith Curry Rush Hill Orange Teresa Smith Mark Murphy Placentia Scott Nelson Constance Underhill Santa Ana David Benavides Sal Tinajero Seal Beach Michael Levitt Gordon Shanks Stanton David Shawver Carol Warren Tustin John Nielsen Allan Bernstein Villa Park Brad Reese Greg Mills Yorba Linda John Anderson Gene Hernandez PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The 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. 01@3113 OCSD Board of Directors Agenda Page 1 of 5 CLAIMS: 2. Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 12/15/12 12/31/12 Totals $9,147,054.17 $6,984,318.66 DIRECTORS: Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party seeking a contract with OCSD. This requires that you identify the contributor by name. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractorsNendors with OCSD. For the specifics of Government Code Section 84308,please see your Director's Handbook or call the office of General Counsel. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 3. Approve minutes for the Regular Board Meeting held on December 19, 2012. 4. Receive and file the Sanitation District's Wastewater Revenue Program Rate Study completed by Carollo Engineers. 5. A. Approve a budget increase of $95,000 for the Bitter Point Force Main Rehabilation, Contract No. 5-58, for a total project budget of$44,385,000; B. Approve a Professional Consultant Services Agreement with Black & Veatch to provide construction support services for an amount not to exceed $596,328, for the Bitter Point Force Main Rehabilitation, Contract No. 5-58, to support the Santa Ana River Levee and In-Plant Repairs, Phase 2; and, C. Approve a contingency of$59,633 (10%). 6. A. Approve Plans and Specifications for Santa Ana River Levee and In-Plant Repairs Phase 2, on file at the Office of the Clerk of the Board; B. Approve Addendum Nos. 1 through 3 to the plans and specifications; C. Award a construction contract to Magnus Pacific Corporation for Santa Ana River Levee and In-Plant Repairs Phase 2, Contract No. 5-58D, for a total amount not to exceed $9,362,000; and, D. Approve a contingency of $936,200 (10%). 01/23/13 OCSD Boats of Directors Agenda Page 2 of 5 7. Approve the Deferred Payment Agreement with Orange County Waste and Recycling to grant OCSD the privilege to defer payment of disposal fees that would otherwise be immediately due and payable upon delivery of biosolids to the Prima Deshecha Sanitary Landfill. 8. A. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services for Plant 1 Primary Treatment Upgrades, Project No. P1-124, for an amount not to exceed $676,983; and, B. Approve a contingency of$67,698 (10%). 9. A. Authorize the General Manager to award a contract with Carollo Engineers, Inc. to conduct the necessary technology and facility condition assessments for Plant No.1 Headworks, to support development of the Scope of Work for the planned headworks rehabilitation at Plant No.1. The award is for an amount not to exceed $294,230. B. Approve a contingency of$29,400 (10%). 10. Deny Claim/Tender of Defense and Indemnity submitted by the California Department of Transportation and Direct Staff to Transmit a Written Denial of the Claim. STEERING COMMITTEE: 11. Approve Minutes of the December 19, 2012 Steering Committee Meeting. 12. Adopt Resolution No. OCSD 13-01, Setting Forth Terms and Conditions of Orange County Employees Retirement System (OCERS) Benefits in Compliance with the Requirements of the California Public Employees Pension Reform Act of 2013 (PEPRA). 13. Issue the final Remedial Plan to the Santa Ana Watershed Project Authority (SAW PA) to correct significant deficiencies in its pretreatment program. GWRS STEERING COMMITTEE 14. Receive and file minutes of the Groundwater Replenishment System Steering Committee meeting held on October 8, 2012. 01@WU OCSD Boats of Directors Agenda Page 3 of 5 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. EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Case: Mladen Buntich v. OCSD, Riverside County Superior Court, Case No. RIC 1201005 (2) CONFERENCE WITH LEGAL COUNSEL RE. INITIATION OF LITIGATION (Government Code Section 54956.9(d)(2)) Number of Potential Cases: 1 —SAWPA Wastewater Discharge Enforcement Action 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: Adjourn the Board meeting until the next regular Meeting on February 27, 2013, at 6:30 p.m. 0112W13 OCSD Boats of Directors Agenda Page 4 of 5 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Postina: In accordance with the requirements of Califomia 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 mavalaaocsd.com For any quesfions on the agenda,Committee members may contact staff at: General Manager Jim Ruth (714)593-7110 iruth0ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(cWsd.com Assistant General Manager Jim Herberg (714)593-7300 iherbero(a0esd.com Director of Facility Support Services Nick Arhomes (714)593-7210 narhontes(clocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Itvnerfa)ocsd.com Administrative Services Director of Human Resources Jeff Reed (714)593-7144 ireed(cDocsd.com Director of Operations&Maintenance Ed Tortes 714 593-7080 etorres ocsd.com 01@WU OCSD Board of Directors Agenda Page 5 of 5 Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOO 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) 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 OOBS 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 SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board Glossary of Terms and Abbreviations 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. 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. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DR) — the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Glossary of Terms and Abbreviations 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. NOMA— 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. 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. BOARD OF DIRECTORS Needng Dare I TOBd.Of Dir. ol/z3/13 AGENDA REPORT em Number Item Number z Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PAYMENT OF CLAIMS OF THE ORANGE COUNTY SANITATION DISTRICT GENERAL MANAGER'S RECOMMENDATION Ratify Payment of Claims of the District by Roll Call Vote. CONFLICT OF INTEREST NOTIFICATION Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party to a contract involving the Orange County Sanitation District. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with the District. In general, you must disclose the basis of the conflict by identifying the name of the firm or individual who was the contributor. For the specifics of Government Code Section 84308, please see your Director's Handbook or call the office of General Counsel. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION See attached listing. ATTACHMENTS 1. Copies of Claims Paid reports from 12/01/12 — 12/15/12 and 12/16/12 — 12/31112 Page 1 of 1 Claims Paid From 12/1112 to 12/15112 Vendor Warrant No. Amount Description Accounts Payable Warrants A W Chesterton 752 $ 3,687.26 Repair&Maintenance Services and/or Supplies Absolute Standards,Inc. 52960 1,040.00 Laboratory Services&Supplies Adaptive Protocols,Inc. 52961 2,009.00 Software Maintenance Agreement Aerotek 53145 2,074.70 Professional ServicesTemporary Services Air Liquids America Specialty Gases LLC 53146 491.54 Laboratory Services&Supplies Air Products&Chemicals,Inc. 52962 9,852.28 Chemicals,WatenWastewater Treatment Air Products&Chemicals,Inc. 53147 10,603.56 Chemicals,WatenWastewater Treatment Airgas Safety,Inc. 749 4,349.24 Safety,Security,Health Equipment,Supplies,and Services Airgas USA,LLC 52963 798.49 Laboratory Services&Supplies Airgas USA,LLC 53148 214.02 Laboratory Services&Supplies Alan's Lawn&Garden Center,Inc. 53149 42.99 Repair&Maintenance Services and/or Supplies Alhambra Foundry Co.,Ltd. 52964 18,787.29 Repair&Maintenance Services and/or Supplies All American Sewer Tools 52965 2,017.52 Repair&Maintenance Services and/or Supplies Alliance Resource Consulting,L.L.C. 531W 5,000.00 Professional Services-Execulive Search for IT,Management Position Alta-Robbins,Inc. 53151 269.99 ElectricallElectronic Equipment,Pans&Repairs Aluminum Forge 53144 591.36 Reconciliation User Fee Refund Program American Express TVL Related Svcs Co.,Inc. 53152 983.87 Purchasing Card Program for Miscellaneous Travel Expenses Amtech Elevator Services 52966 1,035.00 Miscellaneous Services AppleOne Employment Service 753 4,073.60 Professional Services?emporary Services Applied Industrial Technology 531M 29.01 Repair&Maintenance Services and/or Supplies Argus-Hauo 531M 1,418.00 Repair&Maintenance Services and/or Supplies ASCE 52967 310.00 Professional Organizations MeetingRraininglMembership Aspen Properties 52959 4,751.98 Sewer User Refund AT&T Mobility ll,L.L.C. 52970 8,0%.62 Telecommunications AT&T Universal Biller 52968 2,842.34 Telecommunications AT&T Universal Biller 531% 188.06 Telecommunications AT&T 52969 32.65 Telecommunications ATM AA,Inc. 52971 280.00 Lab Services B&B Technology Dba Air Filters,Inc. 52972 97.80 Repair&Maintenance Services and/or Supplies Barnes&Thornburg 52974 10,500.00 Professional Services-Legal Battery Specialties 52975 5W.92 Batteries,Various Battery Systems,Inc. 52976 104.16 Repair&Maintenance Services and/or Supplies BC Wire Rope&Rigging 529T/ 1,107.00 Tools&Supplies BC Wire Rope&Rigging 531M 80.82 Tools&Supplies BioMerieux Vitek,Inc. 52978 962.55 Laboratory Services&Supplies Black&Veatch Corporation 53124 25,5W.73 Professional Services/Engineering Design Services Black&Veatch Corporation 53124 32,676.62 Professional ServiceslEngineering Design Services Black&Veatch Corporation 53124 6,521.00 Professional Services/Engineering Design Services BMC Business Machines Consultants 52979 490.10 Miscellaneous Pans and Supplies Ban Air,Inc. 53141 161,547.50 Construc5on Brandt,Angela 53122 569.90 MeeGngrrraining Expense Reimbursement Brea Imperial,Inc. 531S 2,500.00 Miscellaneous Services Brooks,Thomas 53157 3,491.23 Sewer User Refund Brooks,Thomas And Jennifer 52973 1,098.48 Sewer User Refund Brown&Caldwell 53125 57,204.83 Professional Services/Engineering Design Services BRW Safety and Supply,Inc. 529N 45.42 Safety,Security,Health Equipment,Supplies,and Services Buchalter Neither 52981 6,100.00 Professional Legal Services Bureau Ventas North America,Inc. 52982 912.50 Industrial Hygiene Services Burlington Safety Laboratory of CA,Inc. 53160 3,226.38 Safety,Security,Health Equipment,Supplies,and Services � 1.1owmm Page 1 of 8 llMM0 1 Claims Paid From 1211112 to 12/15112 Vendor Warrant No. Amount Description Bush&Associates,Inc. 53161 956.00 Professional SeNceaSurveying Services Caliagua,Inc. 53291 10,089.00 Construction California Dept.of Child Support 53164 1,984.24 Judgments Payable California Relocation Services,Inc. 53165 540.00 Miscellaneous Services-Moving/Relocation Cal-Therm Inc. 53163 4,875.00 Repair&Maintenance Sei and/a Supplies Camali Corp. 53166 6,628.66 Repair&Maintenance Services and/or Supplies Carollo Engineers 53167 6,976.35 Professional SeNcraEngineering Design Services CASA 52984 425.00 Professional Organizations MeetingRainingNembership CNlutouch Communications Corp. 52983 864.44 Sewer User Refund Chapman Engineering 53162 1,240.09 Sewer User Refund Charles P.Crowley Co. 52985 992.52 Repair&Maintenance Services andlor Supplies Chem Search 52986 731.57 Repair&Maintenance Services andlor Supplies Cheryl Schiefelbein 53300 406.74 MeetingTaining Expense Reimbursement City of Fountain Valley 53011 1,550.90 Water Use City of Fullerton 53014 41.12 Water Use City of Huntington Beach 53031 2T.89 Water Use City of Huntington Beach 53204 84.21 Water Use City of Seal Beach 53080 215.50 Water Use City of Tustin 52987 100.00 Water Use City of Westrninster 52988 28.23 Water Use Clean Hadwrs Environmental Services 52989 3,660.13 Grit&Screenings;Hazard Waste Disposal Compressor and Engine Supply,Inc. 529W 841.46 Repair&Maintenance Services andla Supplies Compressor Components of California 53168 3,361.80 Repair&Maintenance Services andla Supplies Consolidated Electrical Distributors 52991 WAS ElectricallElectronic Equipment,Parts&Repairs Constellation Newenergy Gas Division LLC 52992 11,087.39 Natural Gas Consumers Pipe&Supply Co. 52993 2,SW.87 Repair&Maintenance Services andla Supplies Coopeative Personnel Services 53174 383.90 Human Resources Services Canner Bakery CafE(CBC) 53169 69.86 Catering Services Corporate Image Maintenance,Inc. 53126 36,570.00 Janitor&Household Service&Supplies Cantech Engineering 53170 1,487.92 Repair&Maintenance Services andla Supplies Counterpart Enterprises,Inc. 52994 881.17 Repair&Maintenance Services andla Supplies County of Kern Clerk's Office 52995 W.00 Administrative Fee County of Orange Audits Controller 529N 148.50 Governmental Agency Fees&Charges County of Orange Audits Controller 53171 390.00 Governmental Agency Fees&Charges County of Orange Audits Controller 531 T2 285.00 Governmental Agency Fees&Charges County of Orange Audits Controller 53173 945.00 Governmental Agency Fees&Charges Court Order 53212 2,179.38 Judgments Payable Court Order 53219 150.00 Judgments Payable Court Order 53257 108.00 Judgments Payable Court Order 532N 912.50 Judgments Payable Criterium Consulting Group Inc. 52997 2,100.00 Professional SeNceaConsultant Secondary Sludge Facility CS-AMSCO 529M 23,493.80 Repair&Maintenance SeMces andlor Supplies CS-AMSCO 53176 20,187.57 Repair&Maintenance Services andla Supplies Culligan of Orange County 531T/ 60.40 Repair&Maintenance Services andla Supplies Curt V.Shelp 53301 190.00 MeetingTraining Expense Reimbursement CWEA Membership 53178 140.00 Professional Organizations Meeting)TaininglMembership Dale O.Henderson 53120 629.12 MeetingTaining Expense Reimbursement David Wheeler Pest Control,Inc. 53001 1,260.00 Pen Control Services DOB Engineering,Inc. 53181 2,145.00 Professional Sei-Advocacy De La Rive Construction 52954 43,943.39 Construction nwzrwmm � Page 2 of 8 llHl M012 Claims Paid From 1211112 to 12/15112 Vendor Warrant No. Amount Description Dean Food Company 531n 21,927.19 Reconciliation User Fee Refund Program Dee Engineering Inc 53002 337.04 Sewer User Refund Del Taco LLC 529N 1,966.23 Sewer User Refund Denovo Ventures LLC 53182 3,825.00 JDE Upgrade Consuldng Services Desert Pumps&Parts,Inc. 53003 453.20 Repair&Maintenance Services and/or Supplies Detection Instruments Corporation 53004 1,068.46 ElectricaVElectronic Equipment,Parts&Repairs Ducommun Aerostructures,Inc. 53180 162.66 Reconciliation User Fee Refund Program Dudek&Associates,Inc. 52946 48,370.67 Professional ServiceaEngineering Design Services Duke's Root Control,Inc. 53127 39,216.96 Sewer Root Control Service Dun&Bradstreet,Inc. 531K 14,437.24 Professional Services/Repor ng Services Dwyer-Cudeft&Co. 53000 10,123.85 Sewer User Refund Edison EV 53123 9%.20 EV Charging Station Installation El Toro Meat Shop 531" 1,908.66 Reconciliation User Fee Refund Program Electrabond 531M 9,581.81 Repair&Maintenance Services and/or Supplies Emerson Process Management,L.L.P. 53005 24,575.99 Repair&Maintenance SeNces and/or Supplies Empire Today LLC 53006 7,165.25 Repair&Maintenance Services and/or Supplies Employee Benefits Specialists,Inc. 531N 13,872.16 Reimbursed Prepaid Employee Medical&Dependent Care Entech Instruments,Inc. 53187 264.56 Laboratory Sei&Supplies Environmental Engineering&Contracting 53129 77,000.00 Professional SeNces/Specialty Course Audits Ewing Irrigation 531M 311.98 Irrigation Repair&Maintenance Services and/or Supplies Expo Dyeing&Finishing,Inc. 53128 39,181.15 Reconciliation User Fee Refund Program Felex Corporation 53007 209.83 Freight SeNces Fed.Corporation 531N 38.85 Freight SeNces Fisher Scientific 53008 1,728.24 Laboratory SeNces&Supplies Fisher Scientific 531M 294.12 Laboratory SeNces&Sul Flat&Vertcal,Inc. 53009 212.00 Repair&Maintenance Services and/or Supplies Fleet Services 530f0 1,449.32 Truck Repair Fountain Valley AAA Auto Spa 53191 712.61 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Fountain Valley Paints,Inc. 53012 325.32 Facilities,Maintenance,Services&Supplies Franchise Tax Board 53192 510.00 Judgments Payable Frank Chavez 532M 190.00 Meedmg?raining Expense Reimbursement Franklin Covey 53013 22.37 Office Supplies Fresno First Bank-Acct 100013W7 532K 4,106.25 Construction,Retention Gardner-Den rer,Inc. 53015 342.92 Repair&Maintenance Services and/or Supplies Garland Manufacturing Co. 53016 269.75 Repair&Maintenance Services and/or Supplies Gary J.Tuiasosopo-Kemper 53302 190.00 Meedmg?raining Expense Reimbursement General Petroleum 53194 4,663.26 Fuel and Lubricants George Yardley Co. 5310 415.40 Repair&Maintenance Services and/or Supplies Giedich-Mitchell,Inc. 53017 19,318.31 Repair&Maintenance Sei and/or Supplies GMR Transcription 531N 44.00 Professional Sei-Transcription GMU Geotechnical,Inc. 53018 3,687.50 Professional Sernces/General Counsel-Biileryoint Rehab Golden State Controls 53019 400.03 ElectricallElectronic Equipment,Parts&Repairs Golden State Overnight Delivery Service 53020 15.17 Courier Services Golden State Overnight Delivery Service 53197 11.80 Courier Services Golden West Window Service 53021 3,360.00 Facilities,Maintenance,Services&Supplies Golden West Window Service 531M 14,795.75 Facilities,Maintenance,Services&Supplies Goo imll Industries of Orange County 53022 842.00 FOG Outreach Distribution Services Gorilla's Polishing And Plating Corp. 53193 725.64 Reconciliation User Fee Refund Program Government Finance Officers Association 531N 1,521.00 Professional Organizations MeetingTraininglMembership Grainger,Inc. 53023 1,848.28 Repair&Maintenance Sei and/or Supplies IBlTA finol.m Page 3 of 8 �1R MM0 1 Claims Paid From 1211112 to 12/15112 Vendor Warrant No. Amount Description Granger,Inc. 53200 359.79 Repair&Maintenance Sernces and/or Supplies Gaybar Electric Company 53024 4,291.45 ElectricallElectronic Equipment,Parts&Repairs Gaybar Electric Company 53201 24,644.11 ElectricallElectronic Equipment,Parts&Repairs H.H.Fireman Architects,Inc. 53025 6,247.38 Construction Harrington Industrial Plastics,Inc. 53026 184.47 Repair&Maintenance SeNces and/or Supplies Hasco Oil Co.,Inc. 53027 546.57 Fuel and Lubricants HDR Engineering,Inc. 53028 2,685.31 Professional SeNcesEngineering Design Sei HDR Engineering,Inc. 531M 63,743.98 Professional SeNcesEngineering Design Sei Helix Electric,Inc. 52955 573,]94]0 Construction Hei Pai Company 53029 7,290.06 Computers,SoftwareMardware Home Depot 53030 1,019.11 Miscellaneous Parts and Supplies Home Depot 53203 267.05 Miscellaneous Parts and Supplies Hornblowar Aggarwallffidav Client Trust 53202 478.84 Sewer User Refund Indiana Child Support Bureau 53205 290.00 Judgments Payable Industrial Distribution Group 53033 59.00 Repair&Maintenance SeNces and/or Supplies Industrial Distribution Group 53206 48.87 Repair&Maintenance SeNces and/or Supplies Industrial Wary Shoe Co. 5wU 168.56 Safety,Security,Health Equipment,Supplies,and Services Industrial Threaded Products,Inc. 53035 146.13 Repair&Maintenance SeNces and/or Supplies Inorganic Ventures,Inc. 53036 126.60 Laboratory SeNces&Supplies Insight Public Sector,Inc. 53207 22,857.19 Computers,Seftwaha{ahpxare International Public Mgmt.Assoc. 53208 99.00 Professional Organizations Meeting)TaininglMembership Intl.Union of Oper.Eng.AFL CIO Local 501 53209 4,710.68 Dues Deductions Ironman Parts&Services 53210 613.40 Repair&Maintenance SeNces and/or Supplies Ismael C.Jauregi,Trustee 53032 1,596.37 Sewer User Refund J F Shea Construction,Inc. 529M 318,461.86 Construction J R Films Construction 52957 401,902.20 Construction Jam Fire Protection 53037 3,321.38 Repair&Maintenance SeNces and/or Supplies Jays Catering 53211 666]0 Catering Services Jazz Semiconductor 53131 55,537.19 Reconciliation User Fee Refund Program JCI Jones Chemicals,Inc. 757 4,874.55 Chemicals,WaterWastawater Treatment JJCS Inc.,Anew Mexican Restaurant 53038 1,5%.37 Sewer User Refund Johnstone Supply 53039 3,193.78 Repair&Maintenance SeNces and/or Supplies Kemia Water Solutions 747 49,144.63 Chemicals,WaterWastawater Treatment Kiewit Infrastructure West Co. 529M 205,384.30 Construction Kinni Realty Corporation 53132 39,944.68 Reconciliation User Fee Refund Program Koff&Associates,Inc. 53213 315.00 Professional SeNces/Comp&Class Study Kirsh,Lynne Forsgren 53214 4,766.00 Professional SeNoesLaboratory Studies Kwon,Jun Silt&Mee Ran 53040 1,3W.59 Sewer User Refund La Marche Manufacturing Co. 53216 889.58 Repair&Maintenance SeNces and/or Supplies Labware,Inc. 53043 750.00 Repair&Maintenance SeNces and/or Supplie Lee&Rip,Inc. 53217 5,191.61 Professional SeNcesEngineering Design Sei Lee,Paul D.&Esther O. 53041 454.39 Sewer User Refund Liberty Mutual Claims 53044 1,415.66 Insurance Liberty Mutual Claims 53133 107,316.04 Insurance Liebert Cassidy 53218 9,06]]0 Professional SerncesEmployee Relations Los Angeles Times 53215 21,713.71 Notices&Ads Luccits Gourmet Foods,Inc. 53220 145.20 Catering Services Ly,Son Long 53042 3,239.79 Sewer User Refund Mag Trol,Inc. 53045 4,741.00 Electrical Parts&Supplies Mail Dispatch,LLC 53221 314.70 Mail Delivery Service nwziwmm H Page 4 of 8 �1 MM0 1 Claims Paid From 1211112 to 12/15112 Vendor Warrant No. Amount Description Majed Al-Ghafry 53046 690.56 prominent Reimburement Malcolm Pirnie Inc 53154 4,410.20 Construction Malcolm Pirnie Inc. 52944 36,117.00 Construction Mark S.Roberts 532" 190.00 Meri ng?raining Expense Reimbursement Maxim Security Systems 53047 568.84 Safety,Security,Health Equipment,Supplies,and Services MCGladrey&Pullen LLP 53048 6,800.00 Professional Sei-Financial Auditing McMaster-Carr Supply Co. 53049 1,346.73 Repair&Maintenance SeNces and/or Supplies McMaster-Carr Supply Co. 53222 1,598.69 Repair&Maintenance SeNces and/or Supplies Michael Bolster 53306 1,515.89 Meedng4raining Expense Reimbursement Michael J.Bows 53294 190.00 Meeting raining Expense Reimbursement Michael Pumio 53298 431.76 Meeting4raining Expense Reimbursement Michael Vuong 53303 190.00 Meeting raining Expense Reimbursement Midway Mfg.&Machining Co. 53223 12,917.88 Repair&Maintenance SeNces and/or Supplies Mid-West Associates,Inc. 53050 5,176.71 Repair&Maintenance SeNces and/or Supplies Miele,Inc. 53051 565.17 Laboratory Sei&Supplies Mission Abrasive&Janitorial Supplies 53052 131.62 Janitorial&Househdd Sei&Supplies MJL Consulting 531U 116,230.47 Professional SeMorsrAnnual Contract Painting Morgan Company(W RM,Inc) 53053 W.23 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Morrow Meadows Corp. 53142 100,669.50 Construction Motion Industries,Inc. 53224 448.22 ElectricallElectronic Equipment,Parts&Repairs MTM Recognition Concoction 53225 165.25 Service Awards MWH Americas,Inc. 52947 58,024.81 Professional SeNces/Engineering Design Services NASSCORACP 53226 260.00 Professional Organizations MeetingRaininglMembership National Fire Protection Association 53227 165.00 Professional Organizations MeetingRaininglMembership National Tax Search 53054 965.41 Sewer User Refund NEAC Compressor Services USA Inc. 53055 2,669.81 Repair&Maintenance SeNces and/or Supplies NetworkFleet,Inc. 53228 2,701.27 Software Maintenance Agreement Newark Electronics 53056 32.03 ElectricallElectronic Equipment,Parts&Repairs Nexus Is,Inc. 53229 20,950.00 ElectricallElectronic Equipment&Pads-IT Nickell Metal Spray 532M 3,570.00 Repair&Maintenance SeNces and/or Supplies Ninyo&Moore 53057 3,696.75 Professional SeNceaGeolech&Material Testing Nocal Beverage 531M 32,749.27 Reconciliation User Fee Refund Program NPELRA Annual Training Conference 53231 175.00 Professional Organizations MeetingRaininglMembership NRG Engine Services,L.L.C. 53058 6T .26 Repair&Maintenance SeNces and/or Supplies NRG Engine Services,L.L.C. 53232 1,M.78 Repair&Maintenance SeNces and/or Supplies OCEA 532M 711.75 Dues Deductible O'Connell Engineering&Conatmdion,Inc. 531M 32,362.00 Repair&Maintenance SeNces and/o Supplies Office Depot 53059 3,116.94 Office Supplies Office Depot 532M 408.20 Office Supplies Ol AnalyScal 53235 1,654.56 Laboratory Sei&Supplies Olin Cantonal 53060 6,774.54 Chemicals,Water`Wastewater Treatment Olin Cantonal 53236 18,589.92 Chemicals,Water`Wastewater Treatment Omega Industrial Supply,Inc. 53237 729.08 Janitor&Household Service&Supplies OneSource Distributors,Inc. 53061 2,039.57 ElectricallElectronic Equipment,Pads&Repairs OneSource Distributors,Inc. 532M 1,244.85 ElectricallElectronic Equipment,Pads&Repairs Orange County Auto Parts 53239 369.52 Truck Supplies Orange County United Way 53240 40.00 Employee Cordidladons Orange Courier 53241 122.02 Delivery Services Pace,Inc. 53242 2,700.00 Professional Sei Pacific Mechanical Supply 754 3,330.75 Repair&Maintenance Sei and/or Supplies nwziwmm Page 5 of 8 1MM0 1 Claims Paid From 1211112 to 12/15112 Vendor Warrant No. Amount Description Pacific Mechanical Supply 53063 1,307.65 Repair&Maintenance Seances and/or Supplies Pacific Pads and Controls,Inc. 53243 1,875.64 Repair&Maintenance Seances and/or Supplies Parker Supply Company 755 5,943.49 Miscellaneous Parts and Supplies Parkhouse Tire,Inc. 53064 2,284.50 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Parkhouse Tire,Inc. 53244 252.14 Autos,Trucks&Marine Equipment,Pads,Accessories&Services PBS&J 52945 119,8W.72 Professional ServicesEngineering Design Seances PCS Express,Inc. 53065 149.79 Courier Services Peace Ofice.Council of CA 53245 2,254.00 Dues Deductions,Supervisors&Professionals Pepsi Bottling Group 53137 189,557.12 Reconciliation User Fee Refund Program Perkinelmer Labs 53066 135.84 Laboratory Seances&Supplies Pivot Interiors Inc. 53246 709.90 Office Supplies/Furniture PL Ham Company,Inc 52948 26,149.06 Repair&Maintenance Seances and/or Supplies Polydyne,Inc. 751 67,716.58 Chemicals,WatedWastewater Treatment Pat Supply 53247 131.46 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Powerfio Products,Inc. 53248 1,778.56 Repair&Maintenance Seances and/or Supplies Pravair Distribution,Inc. 53067 648.65 Laboratory Seances&Supplies Primrose Ice Co.,Inc. 53068 105.00 Water&Ice Services Primrose Ice Co.,Inc. 53249 131.25 Water&Ice Services Projectline Technical Services,Inc. 532W 8,879.00 Professional SerncesEngineering Design Seances Prudential Insurance Company of America 52949 186,114.32 Benefits Prudential Overall Supply 53251 4,555.12 Uniforms PSI 53252 265.39 Repair&Maintenance Services and/or Supplies Pump Action 532M 2,597.02 Oil Filters Pumping Solutions,Inc. 53254 12,595.96 Repair&Maintenance Seances and/or Supplies Pyramid Fence Company,Inc. 532M 4,450.00 Facilities,Maintenance,Services&Supplies Quinn Parer Systems 532N 3 1.52 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Rainbow Disposal Co. 532M 3,97.81 Waste Disposal Red Wing Shoes 53259 393.26 Safety,Security,Health Equipment,Supplies,and Services Rehab Wen,Inc. 53069 4 1.58 Human Resources Services Reliastar 53070 4,008.53 Voluntary Employee Life&Cancer Insurance Rentacrate,L.L.C. 53071 566.35 Facilities,Maintenance,Services&Supplies Rai Corp. 53072 1,933.00 Laboratory Services&Supplies Resmk Corp. 53260 306.56 Laboratory Services&Supplies RMS Engineering&Design,Inc. 53261 3,080.00 Professional Services/Engineering Design Seances Roger A.Kerman 532% 170.00 Moeting?raining Expense Reimbursement Roto Rooter NOCN11 53073 239.56 Repair&Maintenance Seances and/or Supplies Royal Wholesale Electric 53074 328.10 Repair&Maintenance Seances and/or Supplies Royale Cleaners 53075 112.10 Miscellaneous Services Royale Cleaners 53262 63.90 Miscellaneous Services SafetyKleen 5307 335.11 Repair&Maintenance Seances and/or Supplies Sancen Engineering,Inc. 53078 13,370100 Repair&Maintenance Seances and/or Supplies Sea Coast Designs Inc 530T9 1,095.01 Furniture Selwyn D.Mansell 53297 190.00 Meeting raining Expense Reimbursement Sewer Equipment Company of America 53081 130.22 Repair&Maintenance Seances and/or Supplies SFPP,L.P. 53263 1V.7O Reconciliation User Fee Refund Program Shalab Enterprises 53076 849]2 Sewer User Refund Shamrock Supply Co.,Inc. 53082 949.62 Repair&Maintenance Seances and/or Supplies Shamrock Supply Co.,Inc. 53264 342.65 Repair&Maintenance Seances and/or Supplies Shureluck Sales&Engineering 53083 1,771.49 Repair&Maintenance Seances and/or Supplies Shureluck Sales&Engineering 53265 621.15 Repair&Maintenance Seances and/or Supplies naziamm Page 6 of 8 �llHl 012 Claims Paid From 1211112 to 12/15112 Vendor Warrant No. Amount Description Smith Paint and Supply 53266 243.33 Painting Services and Supplies Snap On Industrial 53084 68.69 Tools So.Cal Gas Company 53267 24,404.98 Utilities South Coast Air Quality Management District 53305 10,390.27 Governmental Agency Fees&Charges South Coast Air Quality Management District 53307 15,138.13 Governmental Agency Fees&Charges South Coast Shipyard,Inc. 53085 4,665.42 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Southern California Edison 529W 76,463.19 Utilities Southern California Edison 53268 1,256]4 Utilities Southern Counties Lubricants 53086 759.93 Fuel and Lubricants Sp irklett-Dallas 53269 1,579.20 Miscellaneous Services SPEX Csrtiprep,Inc. 53087 76.05 Laboratory Services&Supplies SPEX CeNprep,Inc. 53270 176.93 Laboratory Services&Supplies SST Benefits Consutling&Insurance Services 53088 4,500.00 Professional Services Standard Automaton and Control 53089 702.28 Computer Applications&Services Staples 530W 987.67 Office Supplies Staples 53271 565.69 Office Supplies Summit Steel 53091 354.15 Repair&Maintenance Services andlor Supplies Sunset Industrial Parts 53092 629.00 Repair&Maintenance Services andlor Supplies Super Chem Corporation 53093 1,573.42 Repair&Maintenance Services and/or Supplies Synagro West,Inc. 52951 610,460.83 Biosolids Management TDI 53272 23,362.50 Professional Servicesgntonnation Technology TekSydems 53273 5,678.00 Professional ServicesTemporary Services TestAmerica Ontario 53095 6,587.00 Laboratory Services&Supplies Teter Tech,Inc. 530% 15,214.41 Professional Sernces/Engineering Design SerrvcesS The Automotive Training Group,Inc. 53097 995.00 Professional Organizations Meeting)TrainingrMembership The Creative Group 53175 3,948.00 Professional ServicesTemporary Services The Orange County Register 53062 2,270.00 Notices&Ads The Pittsburgh Conference 53274 420.00 Professional Organizations Meeting)TminingVMembership The Trans Company 53101 3,029.82 Repair&Maintenance Services and/or Supplies The Walking Man,Inc. 53098 2,825.00 Miscellaneous Services Thompson Industrial Supply,Inc. 750 6,524.11 Repair&Maintenance Services and/or Supplies Thompson Industrial Supply,Inc. 758 2,219.65 Repair&Maintenance Services and/or Supplies Tiano Construction 53275 3,802.00 Facilities,Maintenance,Services&Supplies Titan Power,Inc. 53099 5,622.18 Repair&Maintenance Services andlor Supplies Tom B.Meregillano 53121 105.00 Mading?raining Expense Reimbursement Tanya Lack&Safe Service&Sales 53100 1,428.50 Repair&Maintenance Services andlor Supplies Total Resource Management,Inc. 52952 31,432.81 Professional Serncestlmplementation of IBM Maxim Transcat 756 601.01 Repair&Maintenance Services and/or Supplies Tremce Incorporated 53276 1,075.00 Repair&Maintenance Services and/or Supplies Trico Realty Master Account 53094 2,714.37 Sewer User Refund Tropical Plaza Nursery,Inc. 53102 12,497.50 Landscape Maintenance Services Tule RanchlMagan Farms 529M 238,247.57 Biosolids Management Tule RanchlMagan Farms 531M 90,202.33 Biosolids Management T.Wheels One Planet 53103 239.83 Autos,Trucks&Marine Equipment,Pads,Accessories&Services U Line 53104 45.64 Miscellaneous Parts and Supplies Ultra Scientific 53105 128.35 Laboratory Services&Supplies Ultra Scientific 532T/ 163.70 Laboratory Services&Supplies Union Bank of California Esi 53118 16,761.15 Construction,Retention United Parcel Service 53106 60.03 Freight Services United Parcel Service 53278 211.00 Freight Services R males . Page 7 of 8 �1 MM0 1 Claims Paid From 1211112 to 12/15/12 Vendor Warrant No. Amount Description Univar USA Inc 748 27,991.22 Chemicals,WatenWastawater Treatment Univar USA Inc 759 6,869.91 Chemicals,WatenWastewater Treatment Universal Flowing Systems,Inc. 53279 361.00 Facilities,Maintenance,Services&Supplies US Peroxide,L.L.C. 53139 40,536.63 Chemicals,WatenWastewater Treatment V&S Plumbng 5M04 1,725.00 Professional SeMces/Admin Building Walter Line Insulator Vapex Products,Inc. 53107 4,529.64 ElectricallElectronic Equipment,Pans&Repairs Vapex Products,Inc. 532N 5,019.60 ElectricallElectronic Equipment,Pans&Repairs Verizon Wireless 53108 1,002.51 Telecommunications Verizon Wireless 53281 27.97 Telecommunications Verne's Plumbing 531N 1,879.79 Plumbing Services&Supplies Vision Financial Corporation 53110 1,331.16 Employee Voluntary Benefits MR Scientific Products 53111 5,489.41 Laboratory Sei&Supplies MR Scientific Products 53282 118.70 Laboratory Sei&Supplies W.M.LA.Co. 53143 73,018.75 Construction Waddell,Francis&Same D. 53112 6M.63 Sewer User Refund Wastewater Technology Trainers 532M 4,455.00 Professional Organizations MeetingRraininglMembership Water Environment Federation 532M 228.00 Professional Organizations MeetingRraininglMembership WateReuse Association 53113 8,624.00 Professional Organizations MeetingRraininglMembership Wells Fargo Bank 53119 10,8N.70 Construction,Retention Weltec Welding Alloys 53114 7W.20 Repair&Maintenance Sei and/or Supplies Wesley G.Bauer,ll 53293 270.00 Mesi ngrrraining Expense Reimbursement West Ute Supply Company,Inc. 53115 9W.13 ElectricallElectronic Equipment,Parts&Repairs White Star Pools 532M 310.00 Repair&Maintenance Sei and/or Supplies Windrock INC. 532N 989.82 Equipment Woodruff Spradlin&Smart 53140 113,310.76 Professional Sei-Legal WPL Publishing 53287 246.00 Books&Publications Xerox Corporation 53288 19,5M.06 Computers,SoflwareMardwdre&Managed Services Xpedx,An International Paper Company 53116 178.34 Miscellaneous Supplies Yams Linda Water District 53117 65.56 Utilities 7-Eleven,Inc 532M 1,281.77 Reconciliation User Fee Refund Program Total Accounts Payable-Warrants $ 5,676,320.14 Payroll Disbursements Employee Paychecks 50122 - 50332 $ 01,819.11 Interim Payroll-Leave Payouts(IM5/12) Employee Paychecks 50333 - 50387 102,627.96 Biweekly Payroll(12112112) Employee Paychecks 50388 1,708.06 Interim Payroll-Leave Payout(12I06112) Employee Paychecks 50389 925.00 Interim Payroll-Tuition Reimbursement(12111112) Employee Paychecks 503N - 50391 1,797.37 Interim Payroll-Check Reasuance(12 N12) Employee Paychecks 50392 - 50393 3,765.00 Interim Payroll-Terminators Reg.Payout(12113/12) Employee Paychecks 5W94 - 50395 2,781.29 Interim Payroll-Terminations Accr.Payout(12113112) Direct Deposit Statements 3301%-330729 1,419,873.33 Biweekly Payroll(12112112) Total Payroll Disbursements $ 2,165,297.12 Wire Transfer Payments OCSD Payroll Taxes&Contributions $ 1,295,893.89 Biweekly Payroll(12112112) Union Bank of California 9,543.45 Workers'Compensation Services(1WV12) Total Wire Transfer Payments $ 1,305,437.34 Total Claims Paid 12101112-12175112 $ 9,147,054.60 R 1.1.m Page 8 of 8 �1 MM0 1 Claims Paid From 12/16/12 to 12/31/12 Vendor Warrant No. Amount Description Accounts Reliable Warrants A&A Socal Supplies 53324 2,58277 Safety,Security.Health Equipment,Supplies,and Services AW Chesterton 762 9,383.07 Repair&Maintenance Semites and/or Supplies AAOHN 53325 230.00 Professional Organizations Meating/Training/Membership A-Check America,Inc. 773 446.50 Human Resources Services AECOM Technical Services,Inc. 53461 30,565.36 Professional ServicivEngineering Design Services Aerotek 53326 137.55 Professional Sem osinTemporary Semites Ago lndustriesDBA So-Cal Sweeping 53547 980.00 Street Sweeping Services Air Liquids America Specialty Gases LLC 53327 124.86 Laboratory Services&Supplies Air Products&Chemicals,Inc. SM28 7,510.91 Chemicals,WalerMastewater Treatment An Products&Chemicals,Inc. 53468 3,700.03 Chemicals,Water/Wastewater Treatment Ames Safely,Inc. 763 4,918.63 Safety,Security,Health Equipment,Supplies,and Services Argos Safety,Inc. 9 4 3,275.53 Safety,Secunty,Health Equipment,Supplies,and Services Airgas USA,LLC 53329 990.68 Laboratory Services&Supplies Ahmed Inc. 53330 1,413.75 Laboratory Services&Supplies American Express 53469 18,995.55 Purchasing Card Program for Miscellaneous Pads and Supplies American General Life Insurance Co. 53331 617.50 Life Insurance American Industrial Hygiene Association 53332 205.00 Professional Organization American Red Chose 53333 54.00 Salary,Security,Health Equipment,Supplies.and Services American Water Works Assoc.lWater Quality 53470 595.00 Professional Organizations MeetingRmining/Membership Analytical Technology,Inc. 533M 1,031.94 Instrument Supplies Applei Employment Service 764 1, /4.40 Professional Seracesfrempoary Services Applied Industial Technology 53472 447.70 Repair&Maintenance Services and/or Supplies Aquatic Biosystion ,Inc. 53335 606.00 Laboratory Services&Supplies Argun-Hazco 53337 1,418.00 Repair&Minor enanc,Services end/or Supplies ARS Enterprises,Inc. 533M 400.00 Laboratory Services&Supplies Ashbrock Simon Hartley Operations.L.P. 53339 2,09.87 Repair&Maintenance Services andfor Supplies AT&T Long Distance. 53340 62.85 Telecommunications AT&T Mobility ll,L.L.C. 53341 99.99 Telecommunications AT&T Teleconference Services 53342 90.02 Telecommunications ATM AA,Inc. 53343 280.00 Lab Services Austin Building and Design tlba The Austin Company 53308 179,139.44 Professional SemoinuEnginearng Design Services Awards&Trophies Company 53473 89.12 Awards and Framing Services AWWA 53474 238.00 Professional Organizations Meetingfrraining/Membership Barragan Corp.International 53475 8,425.00 Professional Organizations Washing/Training/Membership Battery Systems,Inc. 53344 4,168.97 Repair&Maintenance Services and/or Supplies Black&Veatch Corporation 53309 126,047.77 Professional ServlcevEnglneerng Design Services Black&Veatch Corporation 53462 284,288.76 Professional ServicesfEngineemng Design Services Black&Veatch Corporation 53462 129,317.62 Professional SenoresqEngineering Design Services BLX Group 53345 1,000.00 Professional Financial Services Boa Amhitecure 53346 250.00 Professional SemCasfADA Feasibility Study Bran Bingman 535M 115.00 MeedngRraining Expense Reimbursement Brown&Caldwell 53310 183,464.42 Professional Services/Engineering Design Services Broker Daltonics Inc 53311 61,203.58 Lateralory Equipment-Gas Chrometograph Bureau Vernal NOM America,Inc. 765 $840.88 Industrial Hygiene Services California Barricade Rentals 53W 2,070.00 Miscellaneous Services California Dept.of Child Support 5M76 2,630.39 Judgments Payable California Relocation Services,Inc. 53349 247.50 Miscellaneous Services-Moving/Reloration California Relocation Services,Inc. 534T7 337.50 Miscellaneous Services-Moving/Relocanon Cal-Therm Inc. 53341 15,680.00 Repair&Maintenance Services and/or Supplies Cali Engineers 53313 35,253.96 Professional SemcesMogineering Design Services EXHIBIT B m✓nvmm Page 106 114rzm3 Claims Paid From 12/16/12 to 12/31/12 Vendor Warrant No. Amount Description Carollo Engineers 53312 44,840.80 Professional Services Case Management Society of America Inc. 53350 208.00 Professional Organizations Meedng/Raining/Membership Cavanaugh Machine Works 53351 4,370.00 Repair Maintenance Semees and/or Supplies Centre for Organization Effectiveness 53478 8,300.00 Professional S.M.&FIR Services Chl Schlefelbeln 53568 125.93 Meeting/Raining Expense Reimbursement City of Anaheim 53479 4,074.09 Water Use City of Newport Beach 53527 1,069.80 Water Use Clean Harbors Environmental Services 53352 8,517.23 Grit&Screenings;Hazam Waste Disposal Connell Chevroleti 53353 613.15 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Constellation NevreneMy Gas Division LLC SUN 12,040.43 Natural Gas Continuing Education Unl. 53354 110.00 Professional Organizations Woung/Raining/Membership Convenes Consultants 53355 495.00 Professional ServiceslProfessional ServiceslMeterials&Geotachnical Testing Cooperative Personnel Services 53367 1,544.55 Human Resources Services Corner Bakery Card(CBC) 53482 339.66 Catering Services Corporate Image Maintenance,Inc. 53483 2,673.00 Janitor&Household Service&Supplies CORRPRO Companies,Inc. SM14 36,242.50 Professional Servicnk1emporary Services Coss,Ronald J. 53457 205.00 Meeting/Fraining Expense Reimbursement County Of Kem Clerk'S Once 533% 50.00 Administrative Fee Court Omer 53516 2,179.38 Judgments Payable Court Omer SM21 150.00 Judgments Payable Court Order 53541 108.00 Judgments Payable Court Order 53561 912.60 Judgment Payable CR&R.Inc. SUM 2,020.68 Waste Disposal Crane Veyor Carp. SUN 4,025.00 Repair&Maintenance Services and/Dr Supplies CSI Services,Inc. 53359 22,198.24 Professional Services CSI Services,Inc 53463 25,257.67 Professional Services CSUF,University Extended Education 53360 9772.50 Professional Servicei Services CWEA Membership 53361 420.00 Pmfessional Omanizations Meeting?rainingrMembership CWEA Nature hip 53487 280.00 Professional Organizations MincingRreriingfMandersbip D A H Oil LLC 53488 5,502.98 Reconciliation Industrial Discharger PMm David Wheeler Pest Control,Inc. 53489 1,260.00 Pest Control Services Dixie Diesel&Electric Inc 53315 83,036.97 Equipment/Podable Electric Load Bank Drake Controls-West,L.L.C. 53362 4,08277 Electrlcal/Electroac Equipment,Pam&Repairs Dudek&Associates,Inc. 53363 17,069.97 Professional Services/Engineering Design Services Elect Air 53364 472.17 Autos,Trucks&Marine Equipment,Pans,Accessories&Services Embark Consulting,LLC 53490 4,089.91 Professional Services/SCADA Software Maintenance Support Employee Benefits Specialists,Inc. 53365 6,343.35 Reimbursed Prepaid Employee Medical&Dependent Care Employee Benefits Specialists,Inc. SU64 844,065.08 Reimbursed Prepaid Employee Medical&Dependent Care Employee Benefits Specialists,Inc. 53491 17,13278 Reimbursed Prepaid Employee Medical&Dependent Care Enchanter Inc. 53366 3,040.00 Vessel Services-Monitoring Vessel Hanson ENS Resources,Inc. 53367 7,500.00 Professional Services-Federal Advocacy Environmental Express,Inc. 533M 154.26 Laboratory Services&Supplies Environmental Resource Associates 53492 963.49 Laboratory Services&Supplies Equipco Sales&Service SM69 302.06 ElectricallElectronic Equipment,Pads&Repairs Excel Door&Gate Co.,Inc. 53493 1,577.50 Repair&Maintenance Services and/or Supplies Express Lens Lab n5 1,057.26 Safety,Security,Health Equipment,Supplies,and Services Faviola Miranda 53566 180.88 Meeting?raining Expense Reimbursement Fed.Corporation 53370 2773 Freight Services Fedex Corporation SUN 35.68 Freight Services First American Corelogic 53481 151.60 Software Maintenance Agreement Five Star Metals,In . 53371 1715.00 Miscellaneous Pads and Supplies EXHIBIT B m✓namm Page 2 of 6 114Q013 Claims Paid From 12/16/12 to 12/31/12 Vendor Warrant No. Amount Description Fountain Valley Palms,Inc. 53372 324.97 Facilities,Maintenance,Services&Supplies Franchise Tax Board 53495 510.00 Judgments Payable Frank R.Steiger 53460 115.00 Meeting/Training Expense Reimbursement Fuller Truck Accessories 53496 752.23 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Gabriel,Lawrence C 53565 170.00 Meeting/framing Expense Reimbursement Garrott Callahan Company 53373 S, 3.43 Chemicals,WaterMastewater Treatment Gate.Fiberglass Installers 53374 9,828.25 Repair&Maintenance Services and/or Supplies George Yardley Co. 53375 268.59 Repair&Maintenance Services and/or Supplies GHD,L.L.C. 53497 8,905.00 Professional ServiceslEnglneering Design Services Glens Alignment&Brake Service 53316 196.00 Autos,Trucks&Marine Equipment,Pads,Accessories&Services GMRTranscription 53498 147.00 Professional Services-Transcription Gulden State Overnight Delivery Service 5MIrr 595.26 Courier Services Golden State Overnight Delivery Service 53499 5.62 Courier Services Golden State Paving Co.,Inc. 535W 2,900.00 Repair&Maintenance Services and/or Supplies Golden West Window Service 53378 14,161.93 Facilities,Maintenance,Services&Supplies Golden West Window Service 53501 5,490.00 Facilities,Maintenance,Services It Supplies Government Fleet Expo&Conference 53502 395.00 Professional Organlmbons MeetingffrominglMembershlp Grainger,Inc. 53379 31.03 Repair&Maintenance Services and/or Supplies Grainger,Inc. 53503 1,371.23 Repair&Maintenance Services and/or Supplies Gmybar Electric Company 53380 1,541.44 Electrical/Electronic Equipment,Parts&Repairs Gregg A.Scott 53459 190.00 Mceting?mining Expense Reimbursement GRM Information Management Sernces 53381 370.29 Miscellaneous Services&Supplies Guarantee Records Management 53382 1.640.13 Professional Services-Document Storage&Shredding Hach Company 53383 803.27 Laboratory Services&Supplies Hasler,Inc. 533M 64.65 Postage Meter Rental Hill Brothers 760 406,232.70 Chemicals,WaterlWastewater Treatment Home Depot 53385 271.96 Miscellaneous Pads and Supplies Home Depot 53505 455.08 Miscellaneous Parts and Supplies Homblower Aggarwal/Yadav Client Trust 535W 425.23 Sewer User Refund Howard Ridley Company 535M 2,000.00 Repair&Maintenance Services and/or Supplies Hub Auto Supply 53386 671.88 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Hub Auto Supply 53507 553.53 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Hyatt Legal Plans 53387 1,843.00 Professional Services-Legal Hydmtex 53508 S734.47 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Image Sales,Inc. 53509 497.35 Safety,Security,Health Equipment,Supplies,and Services Indiana Child Support Bureau 53510 290.00 Judgments Payable Industrial Safety Share Co. 53511 44.18 Safety,Secudy,Health Equipment,Supplies,and Services Industrial Threaded Products,Inc. 53388 1,657.29 Repair&Maintenance Services and/or Supplies Intend Litho 53389 1,788.65 Printing and Delivery Services Inorganic Ventures,Inc. 5mm 373.60 Laboratory Services&Supplies Integrated Process Technologies,Inc. SM91 1,093.20 Repair&Maintenance Services antllor Supplies Intl.Union of Oper.Eng.AFL CIO Local 501 53512 4,710.68 Dues Deductions Intratek Computer,Inc. 53392 661.98 Nelwork/Server'Printer Maintenance Service. Invensys Systems,Inc. 766 5,5W.29 Electrical/Electronic Equipment,Pads Repairs wins Ranch Water District 53393 68.83 Water Use J l Solutions,Inc. 53513 1,657.23 Laboratory Services&Supplies J.Fletcher Creamer&Son,Inc. 53323 303,01375 Construction Jamison Engineering Contractors,Inc. SM16 139,608.14 Professional ServiceslConsWction Support Services Jays Catching 53515 1,371.92 Catering Services JCI Jones Chemicals,Inc. Tl8 4, 14.48 Chemicals,WatabWastewnter Treatment John Hancock Life Insurance Co. 53514 11006.95 Sewer User Refund EXHIBIT B saYlamm Page 3 of 6 114rz013 Claims Paid From 12/16/12 to 12/31/12 Vendor Warrant No. Amount Description JP Morgan Chase Bank,NA 53317 26,376]7 Purchasing Card Program for Miscellaneous Pads and Supplies Kanawha Insurance Company 53517 2,587.86 Voluntary Benefits-SSTD Insurance Kemira Water Solutions 761 119,962.77 Chemicals,Water/Wastewater Treatment Ken A.Bulk amoto 53458 102.00 Meefing/Thuning Expense Reimbursement L.Johnson Painting 53394 3,660.00 Facilities,Maintenance,Services&Supplies Lab Support 53395 3,640.00 Professional Semiicescremporary Services LEGO Corporation 53396 591.96 Laboratory Services&Supplies Lexis-Nexis 53519 84.00 Books&Publications On-Line Liberty Mutual Claims 53397 16,826.79 Insurance Lillesirand and Associates 53520 1,680.35 Professional Services Lionakis 53398 3,067.40 Professional Services/Architectural and Landscaping Consulting Services Las Ceb,LLC SM18 266.13 Sewer User Refund Losse's HIW,Inc. 533" 1,634.44 Repair&Maintenance Services and/or Supplies Malcolm Finds,Inc. 534W 523.00 Professional Services/Engineering Design Services Mark S.Boyd 53456 130.00 Meeting?raining Expense Reimbursement Mervac Electronics SM23 19.23 EleciricaUldecbonic Equipment,Pads&Repairs Matheson Tn Gas,Inc. 53401 1,749.30 Laboratory Services&Supplies McGraw Hill Inc. 53524 149.00 Books and Publications McMaster-Carr Supply Go. 53402 452.76 Repair&Maintenance Services and/or Supplies MCR Technologies,Inc. SU03 14,193.24 Repair&Maintenance Services and/or Supplies Microtek Laboratories 53522 458.79 Sewer User Refund Milton Roche 53567 170.00 Meetingn-raining Expense Reimbursement MIA Consulting 53318 33,330.23 Professional Services/Annual Contract Painting MTM Recognition Corporation 53525 172.42 Service Awards MWH Americas,Inc. 53465 84,096.29 Professional Services/Engineering Design Services NATEC International,Inc. 53526 396.00 Professional Organizations Meeting7mining/Membership National Plant Service 53404 2,550.00 Repair&Maintenance Services and/or Supplies Nickell Metal Spray 53405 2,040.00 Rill&Maintenance Services ani Supplies Nickell Metal Spray 53528 1,055.00 Repair&Maintenance Services and/or Supplies Nlnyo&Moore 53406 2,907.75 Professional Services/Geotech&Material Testing OCB Reprographics 53336 16,575.68 Printing/Reprographics Services OCEA 53529 711.75 Dues Deductible O'Connell Engineering&Construction,Inc. 53407 1,150.00 Repair&Maintenance Services and/or Supplies Office Depot 53408 1,549.22 Office Supplies Office Depot 53530 394.79 Offs Supplies OI Analytical 53409 2,752.31 Laboratory Services&Supplies Olin Corporation 53410 3,908.58 Chemicals,Water(WasKwater Treatment Olin Corporation 53410 16,059.62 Chemicals,WalerMastewater Treatment Olin Corporation 53531 2,295.83 Chemicals,Water/Wastewater Treatment OneSouroe Distributors,Inc. 53411 5,697.03 Electricals Electronic Equipment,Parts at Repairs OneSource Distributors,Inc. 53532 56.90 Electrical/Electronic Equipment,Pam&Repalre One Beth Scott 53562 22.62 Reconciliation User Fee Refund Program Orange Coast Auto Body.Inc. 53412 6,648.93 Autos,Trucks&Manna Equipment,Pans,Accessories&Services Orange County Auto Paris SU13 139.00 Truck Supplies Orange County Auto Pads 53533 26.93 Truck Supplies Orange County United Way 535M 40.00 Employee Contributions Orange County Vector Control District 53535 153.02 Pest Control OSTS Inc. SU14 140.00 Professional Organizations MeetingRraininglMembership Pacdc Mechanical Supply 767 429.53 Repair&Maintenance Services and/or Supplies Parker Supply Company 768 2,27.72 Miscellaneous Pans and Supplies Parkhouse Tire,Inc. 53415 81.64 Autos,Trucks&Marine Equipment,Parts,Accessories&Services EXHIBIT B nwzf arum Page 4 of 6 VM]ms Claims Paid From 12/16/12 to 12/31/12 Vendor Warrant No. Amount Description Pathway Communications LM 53536 13,001.52 Computes,Soflwa a/Handme&Managed Services Patnot Video Productions 53537 379.74 Miscellaneous Services Paul Ward 53569 190.00 MeetingRraining Expense Reimbursement Peace Officers Council of CA 53538 2,254.00 Dues Deductions,Supervisors&Professionals PL Hawn Company,Inc. 53416 170.87 Repair&Maintenance Services and/or Supplies Postmaster General 53570 380.00 Postage Praxair Distribution,Inc. 53417 362.19 Laboratory Services&Supplies Primrose Ice Co.,Inc. 53418 262.50 Water&Ice Services Procare Work Injury Center 53539 145.00 Medical Services Projects Partners 53419 17,584.00 Professional Servicesfremporary Employment Services Realty Associates Fund I,LP 53540 7,714.78 Sewer User Refund Red Wing Shoes 53542 320.85 Safety,Security,Health Equipment,Supplies,and Services Rehab West,Inc. 53420 1,646.38 Human Resources Services RMC Water and Environment 53543 2,883.19 Professional Services Safety Max 53544 497.07 Safety,Security,Health Equipment,Supplies,and Services San DiegolOrange Fluid System Technologies,Inc. 53421 330.41 Repair&Maintenance Services and/or Supplies Saratoga Medical Clinic 53422 145.00 Medical Services Sayfwlt L.P. 53423 1,488.00 Lab Analyses Sea Bird Electronics,Inc. 53424 11305.00 Electrical/Electronic Equipment,Pans&Repare Secuntas Security Services USA,Inc. 53466 29,496.60 Safety,Security,Health Equipment,Supplies,and Services Shamrock Supply Co.,Ina 53425 6,395.56 Repair&Maintenance Servlces and/or Supplies Shamrock Supply Co.,Inc. 53545 2,688.42 Repair&Maintenance Services and/or Supplies Shureluck Sales&Engineering 53426 1,203.64 Repair&Maintenance Services and/or Supplies Siemens Technology 53427 3,335.37 Air Conditioner Automation System Siemens Water Technologies Cory. 769 1,431.74 Repair&Maintenance Services and/or Supplies Siemens Water Technologies Cory. 776 229.59 Repair&Maintenance Services and/or Supplies Snap On Industrial 5350 275.60 Tools Southern CalBomis Edison 53319 228,730.78 Utilities Southern Counties Lubricants 53548 1,780.10 Fuel and Lubricants Southwest Valve&Equipment 53428 988.81 Repair&Maintenance Services and/or Supplies SPEX CBNprep,Inc. 53429 178.48 Laboratory Seeress&Supplies Standard Automation and Control 53430 681.70 Computer Applications&Services Staples 53431 456.36 Office Supplies Staples 53549 464.49 Office Supplies State of California 53432 91589.38 Governmental Agency Fees&Charges Summit Steel 535M 1,252.27 Repair&Maintenance Services and/or Supplies Sunny Express 53433 136.32 Freight Charges Sunset Industrial Pans SU34 4,212.98 Repair&Maintenance Services and/or Supplies Tektronix Inc 53436 126.00 Instrument Repairs&Calibration Services Tens Renewal,L.L.C. 53467 48,393.51 Gnt&Screenings Disposal TesWnerica Ontario ' 13 1,981.00 Laboratory Services&Supplies TesWnerica Ontario T7 1,188.00 Laboratory Services&Supplies Tetra Tech,Inc. 53551 16.124.84 Professional SewiiceslEngineering Design Services5 Theories Inc. SM20 155,940.00 Professional ServiceslNorlh Scrubbers Complex Bleach Tank Replacement The Clock Sales and Service Co.,Inc. 535M 173.88 Repair&Maintenance Services andl Supplies The Creative Group 53358 1,596.00 Professional Seeoceenremporary Services The Creative Group 53486 1,34400 Professional Serocesfremporary Services The Irvine Company 53435 17,908.66 Sewer User Refund The Standard Insurance Company 53437 2,569.09 Disability Insurance The Walking Man,Inc. 53552 300.00 Miscellaneous Services Theodore Robins Ford 53438 13.05 Autos,Trucks&Marine Equipment,Pans,Accessories&$ervices EXHIBIT B fi Yhkxra Page 5 of 6 11412013 Claims Paid From 12/16/12 to 12/31/12 Vendor Warrant No. Amount Description Thermo Environmental Instruments 53563 1,652.20 Elechmal/Elecironic Equipment,Pam&Rebels Thompson Industrial Supply,Inc. 771 9,464.36 Repair&Maintenance Services and/or Supplies Tony.Lock&Safe$ervice&Sales 53439 153.54 Repair&Maintenance Semcea and/or Supplies Toshiba Business Solutions USA Inc. 53440 653.02 Compute.,Sofiwem/HeMWem&Man aged Services Total-Western,Inc. 53"1 12,000.00 Repair&Maintenance Services and/or Supplies Townsend Public Affairs 53442 7,500.00 Professional Services-State Legisladve Advocacy Tremor Incorporation! 53443 305.12 Repair&Maintenance Services and/or Supplies Truck&Auto Supply,Inc. 53444 286.19 Autos,Trucks&Marine Equipment,Parts,Accessories Is Services Tula Ranch/Magan Farms 53321 249,738.84 Blosolids Management Underground Service Alert of So.Calif 53445 1,246.50 Professional Services-Dig Alert No0fication Service Union Bank of California 53446 651.61 Banking Services United Pascal Service 53447 457.67 Freight Services United!Parcel Service 535M 82.97 Freight Services Univar USA Inc T72 K024.31 Chemicals,WalerMastewater Treatment Universal Care 53555 1,159,72 Sewer User Refund Universal Flooring Systems,Inc. 534 ul 1,350.00 Facilities,Maintenance,Services&Supplies University Of California Irvine 53449 2,700.00 Protessinal Serviceed-Cl Fuel Cell Vehicle Use Progrem US Perovde,L.L.C. 53322 63,703.35 Chemicals,WalerrWastewater Treatment VALCO Instrument.Co.,Inc. 5M50 591.84 Laboratory Services&Supplies Veme's Plumbing SM57 7,209.75 Plumbing Services&Supplies Vertech Industrial Systems,Llc 535H 17,641.21 Professional ServlceslConstruction Consulting Services Village Nurseries 53559 54.95 Repair&Maintenance Services and/or Supplies Vision Financial Corporation SM51 1,282.16 Employee Voluntary Benefits Water Environment Federal 53560 187.00 Professional Organizations MeetingRraininglMembership West Coast Arborleta,In . SM52 2,400.00 Landscape Maintenance Services Westland Engineering C/O API BASCO 6M71 5,638.67 Mechanical Pam&Supplies XWn Business Solutions.Inc. SM53 4,240.00 Professional ServicesRempo s,Services Vale/Chase Materials Handling,Inc. 53454 886.95 Electrical/Electronic Equipment,&Electric Carl Pads&Repairs Vorba Linde Water District 53455 45.31 Utilities 24 Hour Fire Protection,Inc. 53563 974.30 Repair&Maintenance Services and/or Supplies Total Accounts Payable-Warrants $ 4,658,668.35 Pavroll Disbursements Employee Paychecks M396 - Stan $ 92,873.85 Biweekly Payroll(12/26112r Employee Paychecks Sol - 50478 19,699.72 Interim Payroll-Tuition Reimbursement(12I27/12) Employee Paychecks 50479 763.20 Interim Payroll-Ternalmson(12131112) Direct Deposit Statements 330730-331292 1,427,231.16 Biweekly Payroll(lM6112) Total Payroll Disbursements $ 1,540,567.93 nav,,k numseu eors7-eo4eo ro se os4 o fwr.peME Wire Transfer Payments OCSD Payroll Taxes&Contributions $ 785,082.38 Biweekly Payroll(12/26112) Total Wire Transfer Payments $ 785,082.38 Total Claims Paid 1216/12-12131112 $ 6,984,318.66 EXHIBIT B nm210mm Page 6 of 6 11R013 BOARD OF DIRECTORS Meeting Date I To BA.of Dir. Ol/23/13 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ORANGE COUNTY SANITATION DISTRICT WASTEWATER REVENUE PROGRAM RATE STUDY GENERAL MANAGER'S RECOMMENDATION Receive and file the Sanitation District's Wastewater Revenue Program Rate Study completed by Carollo Engineers. SUMMARY The Sanitation District is in the process of implementing an eight-year revenue program which includes an increase of 4.8 percent for 2013-14 and an increase of 2.4 percent annually for the next seven years. To ensure the appropriate allocation of costs and fees, the Sanitation District has engaged an engineering consulting firm to provide an independent analysis of the District's cash flow modeling and a cost of service study. The study demonstrates that the Sanitation District's proposed fees are appropriate and reasonable and will support its projected capital and operating requirements. PRIOR COMMITTEE/BOARD ACTIONS December 2012— Directed staff to prepare and mail the Proposition 218 notifications. ADDITIONAL INFORMATION None. ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Orange County Sanitation District Wastewater Revenue Program Rate Study (51 Pages) JDR:LT:MW:jmf Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT WASTEWATER REVENUE AND RATE STUDY FINAL January 2013 10540TA[BERTAMMJE,SME200 EAST • FMNFAINVAliEY,CXF0Rh7A92708 • P.714.593.5100 • F.714.593.5101 pwl m�mUCMlCS 9�cwnucM WSodYGac UTQQ ORANGE COUNTY SANITATION DISTRICT WASTEWATER REVENUE AND RATE STUDY TABLE OF CONTENTS Paae 1.0 INTRODUCTION .........................................................................................................1 1.1 Purpose and Scope...........................................................................................1 1.1.1 Purpose.............................................................................................. 1 1.1.2 Scope of Work................................................................................... 1 1.2 Background .......................................................................................................1 1.3 Project Findings and Recommendations...........................................................2 1.4 Forward-Looking Statement..............................................................................3 2.0 ASSUMPTIONS AND DATA........................................................................................3 2.1 Flow and Growth Assumptions..........................................................................3 2.1.1 Flows.................................................................................................. 3 2.1.2 Equivalent Dwelling Units ..................................................................4 2.2 Approach to Rate Analysis................................................................................4 2.3 User Rate Categories........................................................................................5 2.4 Capital Improvement Plan .................................................................................5 2.5 Functional Allocation .........................................................................................6 2.6 Operations and Maintenance Expenditures ......................................................8 2.7 Existing Financial Information............................................................................9 3.0 REVENUE REQUIREMENT ANALYSIS .....................................................................9 3.1 Introduction........................................................................................................9 3.2 Funding Sources .............................................................................................10 3.2.1 Current Revenues............................................................................ 10 3.2.2 Debt Financing................................................................................. 11 3.2.3 Reserves.......................................................................................... 11 3.3 Findings and Conclusions ...............................................................................13 4.0 RATE STRUCTURE ANALYSIS................................................................................15 4.1 Introduction......................................................................................................15 4.2 Revenue Needs...............................................................................................17 4.3 Functional Allocation .......................................................................................17 4.4 Unit Costs........................................................................................................19 4.4.1 Residential and Commercial User Rates Calculation...................... 20 4.5 Customer Category Rates...............................................................................21 4.5.1 Industrial User Rates ....................................................................... 22 4.5.2 Local Sewer Service Fees............................................................... 23 4.6 Findings and Conclusions ...............................................................................24 APPENDIX A Project Calculations APPENDIX B User Categories January 2013 ii pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W LIST OF TABLES Table 1 Summary of Total Projected Treatment Plant Flows........................................ 3 Table 2 Projected Equivalent Dwelling Units (without industrial)..................................4 Table 3 Operations and Maintenance Cost Allocation to Billable Constituents............ 7 Table 4 Capital Project Allocations to Billable Constituents.......................................... 7 Table 5 CIP Billable Constituents Cost Breakdown (Millions of Dollars)....................... 8 Table 6 Outstanding Certificates of Participation Debt as of December 2012............ 11 Table 7 FY 2013/14 Projected Reserve Requirements (Millions of Dollars)............... 12 Table 8 Cash Flow Summary (Millions of Dollars)...................................................... 14 Table 9 Regional User Rate Charges......................................................................... 16 Table 10 Expenditures and Off-Setting Revenues (Millions of Dollars)........................ 17 Table 11 Allocation Percentage Basis.......................................................................... 18 Table 12 Functional Allocation of Costs........................................................................ 18 Table 13 Total Flow and Load Information.................................................................... 20 Table 14 Flow and Load per EDU (FY 2013/14)........................................................... 20 Table 15 Total Annual Flow and Loads (FY 2013/14) .................................................. 21 Table 16 Unit Cost Calculation (FY 2013/14) ............................................................... 21 Table 17 Current Industrial User Sewer Service Charges (FY 2013/14)...................... 22 Table 18 Projected Local Sewer Service User Rate..................................................... 24 Table 19 Projected Regional User Rate ....................................................................... 25 LIST OF CHARTS Chart 1 Reserve Balances.......................................................................................... 15 January 2013 iii pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W Orange County Sanitation District WASTEWATER REVENUE AND RATE STUDY 1.0 INTRODUCTION 1.1 Purpose and Scope 1.1.1 Purpose The purpose of this report is to present the findings of an independent review of the Orange County Sanitation District(District) user rate recommendations for FY 2013/14 through FY 2020/21. To develop this report, Carollo Engineers, Inc. (Carollo)evaluated the District's revenue needs, projected reserve balances, and user rate structure. 1.1.2 Scope of Work The scope of work includes the following evaluations: • Revenue needs forecast from FY 2013/14 through FY 2020/21. • Cost-of-service allocation and equitable rate basis. • Independent review of select customer class user rates based on estimated sewer discharge characteristics. 1.2 Background The District is a public agency responsible for regional wastewater collection, treatment, and disposal. The District provides service to an area of approximately 479 square miles with a population of approximately 2.5 million people in the northern and central portion of the County, treating approximately 200 mgd of wastewater. This service area includes the Irvine Ranch Water District (IRWD), which is an independently operating revenue area within the District's service area. IRWD treats the majority of wastewater flows in their service area. The District owns sanitary sewerage facilities with a replacement value of approximately$6.26 billion. On July 17, 2002, the Board of Directors approved Resolution No. OCSD-14, "Establishing the Policy for Level of Treatment of Wastewater Discharged into the Ocean."This resolution established the District's policy to treat all wastewater discharges into the ocean to secondary treatment standards. Implementation of full secondary treatment standards has now been completed by the District. The completion was under budget and ahead of the December 31, 2012 schedule. The wastewater system must also meet other demands, including service to a growing customer population, decreasing per capita flows, odor control improvements, and air quality protection needs. Over the next 17 years, the District's overall Capital Improvement January 2013 1 pwl/QmhvLbcwrc�/CtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W Plan (CIP) is projected to total approximately$2.4 billion. All capital costs presented within this report are stated in 2012 dollars, unless otherwise denoted. 1.3 Project Findings and Recommendations Based on the analyses performed for this rate study, Carollo has concluded that the staff recommendations are reasonable based on industry practice and our understanding of the District's costs. The confirmed recommendations are as follows: • Increase the regional user rate 4.8 percent, from $294 to $308 per equivalent dwelling unit(EDU) in FY 2013/14. • Following the FY 2013/14 adjustment, implement additional annual increases of 2.4 percent in subsequent years between FY 2014/15 and FY 2020/21. • Increase the Local Sewer Service user rate concurrently with the regional user rate. • Update the industrial rates based on unit costs developed through this revenue program update, using a 3-year transitional period. • During the forecast period, the District is projected to reduce reserves to its policy target levels. In FY 2016/17, prior to reducing the reserve target, the District will fall approximately$2.9 million below its target. In addition, the District is forecasted to fall short of the reserve policy in FY 2017/18 by roughly$1 million. After FY 2017118, the District is projected to exceed the revised target levels. Furthermore, the District is projected to replenish reserves in the latter years of the forecast period. Slightly higher, inflationary rate increases would mitigate the drawing down of reserves. • As the District anticipates reducing reserve levels to fund major capital rehabilitative projects over the forecasted 8-year time period, all recommendations should be reviewed and updated periodically to confirm continued compliance with the District's Reserve Policy. • Wastewater customers may request a rate adjustment by providing water consumption records that demonstrate lower sewer discharge levels than defined within the District's ordinance (Ordinance No. OCSD-35). The District should consider implementing a loadings criteria (sampling)for rate adjustments, rather than merely basing it on water meter information. This would require the customer to perform and pay for a discharge sampling and provide the District with the results prior to a rate charge adjustment. The current District ordinance allows sampling information to be required under Article II —Section 2.03B. The basis for these recommendations is presented within the report herein. The project calculations are presented in Appendix A of this report. January 2013 2 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W 1.4 Forward-Looking Statement The projections and forecasts of this analysis are based on reasonable expectation of future events. Although there were minor differences in assumptions and escalators, Carollo's analysis closely mirrors the District's internal results. If cost escalation, operating expenditures, or capital needs exceed projected levels prior to FY 2020/21, the District will be required to begin a new Proposition 218 process to increase rates above currently projected levels. The District would similarly be required to begin a new Proposition 218 process if revenues do not materialize as projected. 2.0 ASSUMPTIONS AND DATA 2.1 Flow and Growth Assumptions According to the latest District projections (Planning Department July 2012 projections), the population of the District's service area that currently sends flow to Plants 1 and 2 is projected to grow from approximately 2.2 million to 2.4 million by the year 2030 (IRWD, which is in the District's service area is not included in this estimate because they treat the majority of the flows in their portion of the service area.). The average yearly influent flow to the District has decreased steadily over the last 10 years from approximately 246 mgd in FY 2000/01 to 201 mgd in FY 2011/12. This is partially due to increased indoor water conservation and efficiency, industry leaving the service area, and, in recent years, because of tough economic conditions. However, based on projected service population growth, average flow rates at both treatment plants are projected to increase to a total combined flow of approximately 280 million gallons a day (mgd) by 2030. 2.1.1 Flows Projected flows treated by the District are presented within Table 1. Table 1 Summary of Total Projected Treatment Plant Flows Wastewater Rate and Revenue Study Orange County Sanitation District Flow(mgd) Flow Source 2010 2015 2020 2030 District Flows 192.3 201.8 219.5 255.7 Irvine Ranch Water District (IRWD) 3.0 3.0 3.0 3.0 Santa Ana Watershed Protection Agency(SAWPA) 11.9 15.0 18.0 20.0 Total District Flows 207.2 219.8 240.5 278.7 Notes: (1) District flows include urban runoff and wet-weather infiltration and inflows. January 2013 3 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W 2.1.2 Equivalent Dwelling Units As stated above, the District provided customer flow and population projections. The number of customers or connections to a sewer system is often expressed in EDUs. An EDU is a measurement of the demand on collection and treatment facilities in terms of flow and strength that is equivalent to that produced by a single-family home. Biological Oxygen Demand (BOD)and Total Suspended Solids (TSS) measure influent strength. Residential and commercial user rates are based on EDUs. The projected number of customers served by the District from FY 2013/14 through FY 2020/21, identified in EDUs, is presented in Table 2. Table 2 Projected Equivalent Dwelling Units (without industrial) Wastewater Rate and Revenue Study Orange County Sanitation District Fiscal Year Projected EDUs 2013/14 929,430 2014/16 932,033 2015/16 934,736 2016/17 937,493 2017/18 940,306 2018/19 943,127 2019/20 945,956 2020/21 948,794 Notes: (1) EDU growth during the projection period assumes nominal growth. Growth rates were developed by District staff and confirmed as reasonable by Carollo. The District calculates the number of EDUs based on the annual revenues divided by the current single-family residential (3-bedroom house) annual user rate charge. Based on projected user rate revenues for FY 2013/14 of$285 million and a projected annual user rate of$308 per EDU, the District is assumed to serve 929,430 EDUs (not including industrial EDUs). This EDU count is used as the basis for the analysis presented within this study. EDU growth is projected to increase slowly from 0.27 percent in FY 2013/14 to 0.30 percent in FY 2017/18, where growth is then held static. 2.2 Approach to Rate Analysis Rate development consists of two steps. First, the annual revenue requirement is determined, defining the amount of revenue that must be collected through user rates each year in order to meet the District's cash and bond coverage obligations. Second, unit costs for flow, BOD, and TSS are developed based on this annual revenue requirement. This process is discussed later within this report. January 2013 4 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W 2.3 User Rate Categories Users are billed a flat wastewater service charge based on the property-use classification maintained by the County Assessor. The District maintains a listing of average flow and wastewater strength discharges for each property type, which is used to develop the user rates. The single-family residential (SFR) user rate is based on typical flow and loadings for an average 3-bedroom home and serves as the base rate to calculate rates for other users. Multi-family residential users are charged 70 percent per unit of the SFR rate. Commercial and the majority of industrial users are charged a percentage of the SFR rate as specified in the Fees and Charges Ordinance, Ordinance No. OCSD-35. These use factors are based on the average flow and strength characteristics for the type of property, charged on a 1,000-square-foot basis. Users with unusually high flows and/or strength of wastewater, known as"Permit Users," pay individually calculated charges, based on measured wastewater flows and strengths. The District currently has 118 different residential and commercial use code rates. See Table B for a complete listing of user rate categories, contained in Ordinance No. OCSD-35. 2.4 Capital Improvement Plan The District developed the current CIP in combination with the Interim Strategic Plan. This CIP is updated annually and runs through FY 2030/31. The District expects to meet future demands on the Wastewater System through the CIP. This program has been developed to satisfy anticipated regulatory requirements; increased population; additional treatment requirements; conservation, energy, and other resource-savings considerations; odor control improvements; and air-quality protection needs. Whereas the CIP in the 2008 rate analysis was significantly related to District's implementation of full secondary treatment, the future CIP is primarily intended to address the District's long-term rehabilitation and replacement(R&R) needs. With respect to costs and cost recovery, the change in projects result in a slight shift from loadings-to flow-related. Over the next 18 years, the District's CIP will accomplish: • Major rehabilitation of the existing headworks, primary-treatment, outfall, and solids-handling facilities. • Rehabilitate and replace many of the District's outlying pumping stations and trunk sewers. • Fund cooperative projects to help cities upgrade their sewer systems. In preparation of each year's budget, the District conducts an Annual CIP Validation Study to ensure that the scopes of the projects were necessary, and that the cost estimates were accurate. As a result of the completion of the CIP Validation Study, a revised CIP was January 2013 5 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W developed to continue the process of R&R of the existing facilities. The CIP values used in this rate evaluation are based on the District's most recent CIP. The CIP, as included within this study, totals approximately$1.63 billion in 2012 dollars between FY 2013/14 and FY 2020121. Of this total, approximately $1.44 billion will be undertaken for R&R and treatment upgrades, while $0.19 billion will be undertaken to provide capacity for projected growth. As the exact R&R needs and timings are adaptable, the District has flexibility in the CIP plan to delay or adjust the improvements as deemed necessary and financially prudent. 2.5 Functional Allocation The purpose of a cost-of-service analysis is to provide a rational basis for distributing the full costs of the District's utility service to each class or customer in proportion to the demands they place on the system. Detailed cost allocations help determine the degree of equity that can be achieved in the design of the resulting unit rates. This analysis yields an appropriate method for allocating costs, which could be sustained unless substantial changes in cost drivers or customer discharge patterns occur. The Functional Cost Allocation apportions the annual revenue requirement for a select test year by major function of the utility. For the District, the primary functions are related to flow, BOD, and TSS. These function cost pools include the system's existing operations and maintenance (O&M) expenditures, debt service, and rate-funded capital costs. It is necessary to allocate costs to billable constituents that can be both measured at the treatment facilities and estimated or measured for each user. O&M expenditures and the capital cost for each project were assigned to each associated billable constituents: flow and strength (BOD and TSS). The District applies separate allocations for O&M and capital costs in order to more accurately reflect appropriate cost relationships. This process allows the District to recover a proportionate share of capital and O&M costs from each user through the annual user rate based on flow and loading discharges. Although, the wastewater system has undergone significant change, the unit process allocations presented in the 1998 Determination of Financial Rates and Charges Report are still applicable and provide a strong foundation for establishing cost-of-service based rates. At the time of this study, the District conducted an extensive review of the District's costs and respective relationship to flow, BOD, and TSS. For each cost category (e.g., collection and diversion), a defined percentage share of those costs are allocated to flow, BOD, and TSS. Over time, the expenditures associated with each cost category change, but the percentage allocations to billable constituents should remain consistent. The allocation percentages for O&M costs, by unit process, are presented in Table 3. An example of how these allocations are applied is shown later in the report in Table 12. January 2013 6 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W Table 3 Operations and Maintenance Cost Allocation to Billable Constituents Wastewater Rate and Revenue Study Orange County Sanitation District Allocation Percentages (%) Treatment Process Flow BOD TSS Collection and Diversion 90 5 5 Interplant 90 5 5 Headworks 75 5 20 Primary Sedimentation 15 25 60 Activated Sludge Process — 100 — Oxygen Activated Sludge — 100 — Blower Equipment and Structures — 100 — Aeration Equipment and Structures — 100 — Trickling Filters — 100 — Secondary Sedimentation — 100 — Sludge Thickening(') — 25 75 Digestion — 25 75 Solids Handling — 25 75 Solids Disposal — 45 55 Effluent Disposal 100 — — Non-Assignable Costs(2) 25 31 44 Notes: (1) Allocation of sludge thickening was changed to reflect co-thickening process. (2) Percentage based on weighted average for all other allocated O&M costs. For the capital-related costs, the allocation percentages, by unit process, are presented in Table 4. Table 4 Capital Project Allocations to Billable Constituents Wastewater Rate and Revenue Study Orange County Sanitation District Allocation Percentages (%) Unit Process Flow BOD TSS Collection and Diversion 90 10 — Interplant 90 10 — Headworks 75 5 20 Primary Sedimentation — 30 70 Activated Sludge Process — 100 — January 2013 7 pwl/QmhvLbcwrc�'CtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodY Gacx(FP4 W Table 4 Capital Project Allocations to Billable Constituents Wastewater Rate and Revenue Study Orange County Sanitation District Allocation Percentages (%) Unit Process Flow BOD TSS Oxygen Activated Sludge - 100 - Blower Equipment and Structures - 100 - Aeration Equipment and Structures - 100 - Trickling Filters -- 100 0 Secondary Sedimentation - 70 30 Sludge Thickening(') - 25 75 Digestion - 25 75 Solids Handling - 25 75 Solids Disposal - 45 55 Effluent Disposal 100 - - Non-Assignable Costs(2) 45 21 34 Notes: (1) Allocation of sludge thickening was changed to reflect co-thickening process. (2) Percentage based on weighted average for all other capital project allocated costs. Table 5 applies the information from Table 4 and presents the replacement and expansion CIP costs broken into the billable constituents from FY 2013/14 to FY 2020/21. These capital expenditures are stated in 2012 dollars. Table 5 CIP Billable Constituents Cost Breakdown (Millions of Dollars) Wastewater Rate and Revenue Study Orange County Sanitation District Flow BOD TSS Total CIP Costs Replacement $644.7 $423.5 $370.0 $1,438.1 Expansion $90.8 $30.52 $67.7 $189.1 Notes: (1) Costs presented in 2012 dollars. 2.6 Operations and Maintenance Expenditures The revenue requirement analysis uses the District's proposed FY 2012/13 budget as the baseline for forecasting future revenue needs. Carollo also met with District staff to validate future projections and highlight known variations between proposed and actual. Future expenditures are assumed to increase commensurate with cost inflation and projected cost increases associated with increases in wastewater flows due to growth and higher treatment standards. January 2013 8 pwl/QmhvLbcwrc�'CtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W Carollo verified the District's net O&M inflator of 5.0 percent. Revenues and expenses are projected for future fiscal years using the following annual escalation factors, as agreed upon with the District: • General Cost Inflation: 4—5%. • Variable O&M Inflation: 7%. • Labor Inflation: 4.8—6.0%. • Construction Cost Inflation: 5%. • Customer Growth: 0.25—0.30%. • Fund Earnings: 2—4%. 2.7 Existing Financial Information The background financial information supplied by the District included: existing debt service and future payments, current reserve ending fund balance, other future non-treatment alternative-related expenses, other future revenues, future property taxes, and other miscellaneous financial information. The District also provided revenues and expenses associated with providing service to IRWD, Santa Ana Watershed Project Authority (SAWPA), and other miscellaneous items. 3.0 REVENUE REQUIREMENT ANALYSIS 3.1 Introduction The revenue requirement analysis determines the amount of rate revenue needed in a given year to meet a utility's expected financial obligations. At least two separate tests must be met in order for rates to be sufficient: 1. Cash Flow Test: A utility must generate annual utility revenues adequate to meet general cash needs. 2. Bond Coverage Test: Annual rate revenues must satisfy debt coverage obligations on Certificates of Participation (COPs). The cash-flow test identifies projected cash requirements in each given year. Cash requirements include O&M expenses, debt service payments, policy-driven additions to working capital, miscellaneous capital outlays, replacement funding, and rate-funded capital expenditures. These expenses are compared to total annual projected revenues. Shortfalls are then used to estimate needed rate increases. The bond-coverage test measures the ability of a utility to meet legal and policy-driven revenue obligations. Given the District's existing debt obligations, it is required to collect January 2013 9 pwl/QmhvLbcwrc�'CtieMChOCS69N9Ap4RIM1sredesMM1MsvenucPrdPe¢SodY Gacx(FP4 W sufficient funds through rates to meet all ongoing O&M expenses, as well as 1.25 times the total debt-service requirements due in a year. The coverage factor is set by policy in order to maintain the District's current bond rating. As the District is transitioning into a pay-as-you-go capital-replacement cycle, the bond coverage test will not be a driver of rate increases. Revenues must be sufficient to satisfy both tests. If revenues are found to be deficient through one or both of the tests, then the greater deficiency(shortfall) drives the rate increase. 3.2 Funding Sources Over the next 8 years, the District projects $1.63 billion in future wastewater-treatment improvements and future collection-system capital improvements, as stated in 2012 dollars. The District expects to fund these improvements through a combination of user rate and Capital Facilities Capacity Charge (CFCC) revenues and reserves. 3.2.1 Current Revenues 3.2.1.1 User Rates User rate revenue is the primary revenue source of the District. These rates were adjusted in previous years to generate sufficient cash flow for additional capital-improvements and debt-service obligations. As the District is entering an R&R phase, future rate revenue increases are less than previous years. Over the forecast period with proposed rate increases, the District's annual rate revenues are projected to increase from $277 million in FY 2012/13 to $356 million in FY 2020/21. 3.2.1.2 Capital Facilities Capacity Charges CFCCs are a one-time charge imposed on new development or expansion of existing users that increase demand on the system. They provide for equitable cost recovery of growth-related costs. Based on the projected growth, CFCC revenue is expected to increase from $7.6 million in FY 2012/13 to$12 million in FY 2020/21. 3.2.1.3 Tax Revenues The District currently receives nearly 17 percent of its total revenue, or$64 million in property tax revenue, from the County. Given the current economic climate, this amount is held constant until FY 2014/15, at which point a 5-percent annual increase is assumed. By FY 2020/21, the District is projected to generate $90 million in property-tax revenue. Should these revenues not materialize, the District would need to adjust future expenditures or possibly revisit the revenue analysis. January 2013 10 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W 3.2.2 Debt Financing As the District enters a time period in which the CIP is oriented toward R&R projects, the District intends to primarily fund these projects through a mixture of direct rate funding and use of reserves. Consequently, the District does not anticipate issuing additional debt during the 8-year forecast period. However, the District can issue COPS or short-term financing to fund capital-related projects. The District does have contractual covenants within the existing COP indenture agreements, which require minimum coverage ratios of 1.25 times. The coverage ratio is calculated as the ratio of net annual revenues available for debt service payments to total annual debt service requirements. The District is projected to maintain a minimum bond coverage ratio of 2.52 times over the 8-year forecast period. Table 6 describes the District's outstanding debt obligations as of December 2012. Table 6 Outstanding Certificates of Participation Debt as of December 2012 Wastewater Rate and Revenue Study Orange County Sanitation District Principal Outstanding Final Amount Balance Maturity 2007ACOP $95,180,000 $92,845,000 2/1/2030 2007B COP $300,000,000 $279,250,000 2/1/2037 2008A COP $77,165,000 $25,710,000 8/1/2013 2008B COP $27,800,000 $26,550,000 8/1/2016 2009A COP $200,000,000 $191,265,000 8/1/2038 2010A COP $80,000,000 $80,000,000 2/1/2040 2010C COP $147,595,000 $147,595,000 2/1/2044 2011A Refunding COP $100,645,000 $100,645,000 2/1/2026 2012A Refunding COP $66,395,000 $66,395,000 2/1/2033 2012B Refunding COP $140,151,132 $140,151,132 2/1/2026 3.2.3 Reserves The District maintains eight separate categories for its reserve funds. Table 7 delineates the various reserve requirements per the District Reserve Policy for FY 2013/14. Currently, the District's projected FY 2012/13 reserve balance of$610 million is in excess of the reserve target. In order to mitigate revenue increases due to an increase in capital R&R expenditures, District staff plans to appropriately draw down existing reserves by $140 million through the study period. It should be noted that, over the 8-year study period, the reserve policy level requirement naturally decreases by roughly$36 million. While the District is projected to end the study period with nearly $22 million in excess of the reserve January 2013 11 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W target, this is only possible with adjustments or reductions to the reserve policy level. Even with reserve target reductions, there are years when the District's projected reserve balances fall short of the policy target. The District is projected to have sufficient reserves, and, in case of future unknowns, maintains the ability to delay capital improvements and/or adjust rates in the future. Table 7 FY 2013114 Projected Reserve Requirements (Millions of Dollars) Wastewater Rate and Revenue Study Orange County Sanitation District Cash Flow Requirements Reserve Operating Expenses $74.4 Certificate of Participation Payments 98.5 Operating Contingencies Reserve 14.9 Capital Improvement Plan Reserve 93.6 Catastrophe and Self Insurance 57.0 Capital Rehabilitation and Replacement 60.9 Debt Service Required Reserves 130.2 Less: Adjustment to Reserves 0.0 Total $530.1 Notes: FY 2013/14 Projected Reserve Requirements • The Cash Flow Requirements Reserve was established to fund O&M and COPs debt-service expenses for the first half of the fiscal year, prior to the receipt of the first installment of the property-tax allocation and user rates, which are collected as a separate line item on the property tax bill. The level of this reserve is established as the sum of an amount equal to 6 months of O&M expense and the total of COPS debt-service expenses due in the subsequent fiscal year. • The Operating Contingency Reserve was established to provide for non-recurring expenditures that were not anticipated when the annual budget and user rates were adopted. The level of this reserve is equal to 10 percent of the District's annual operating budget. • The Capital Improvement Reserve was established to fund annual increments of the CIP with a target level at one-half of the average annual CIP through FY 2020/21. Levels higher and lower than the target can be expected while the long-term financing and CIPs are being finalized. • The Catastrophic Loss, or Self-Insurance Reserve, is established for property damage including fire, flood and earthquake, general liability, and workers' January 2013 12 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W compensation. The level of reserve in this fund is maintained at a level to fund the District's non-reimbursed costs, which are estimated to be $57 million. • The Capital Replacement/Renewal Reserve was established to provide 30 percent of the funding to rehabilitate or replace the current collection, treatment, and disposal facilities. The current replacement value of these facilities is estimated to be approximately$6.26 billion. The initial reserve level for this fund was established at $50 million and is augmented by interest earnings and a portion of the annual user rate charges in order to meet projected needs through the year 2030. • Debt Service Reserves are controlled by a trustee, pursuant to the provisions of COPS issues, and is not available for the general needs of the District. • The Rate Stabilization Reserve accumulates all available funds that exceed the targets for all other reserves. The Rate Stabilization Reserve is a separate fund from the Rate Stabilization Account established under the Trust Agreement. These funds are applied to future years' needs and must be maintained at specified levels. There is currently no established target for this reserve. • Adjustments to the total reserves reflect the ability of one reserve to support the requirements of other reserves. Not all reserves will be fully utilized at any given point. 3.3 Findings and Conclusions The results of the revenue requirements are summarized in Table 8. Annual rate increases are shown on a percentage basis. The surplus presented in Table 8 demonstrates the District's financial health as related to the Cash Flow and Bond Coverage Tests. Please note, however, the surplus is prior to CIP expenditures. The District will utilize a combination of rate increases and a draw down of reserves over the next 8 years. As initially projected by District staff and confirmed by Carollo, rate increases are projected to be lower than previously implemented increases. With an initial increase of 4.8 percent in FY 2013/14, followed by annual 2.4-percent increases, the District will use nearly$140 million of existing reserves to mitigate capital-related increases and draw reserves slightly below its reduced policy target levels. However, at the end of the projected 8-year rate period, the District is projected to have reserve levels above the targeted reserve policy. Additionally, as discussed above, the proposed rate adjustments are required to cash fund ongoing system RRR costs, rather than to meet operational cash flow or bond coverage requirements. Due to the nature of the forecasted CIP, the District maintains financial flexibility with the ability to modify or delay capital improvements. January 2013 13 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W m` Table 8 Cash Flow Summary(Millions of Dollars) Wastewater Rate and Revenue Study °i Orange County Sanitation District o FY 2013/ FY 2014/ FY 2015/ FY 2016/ FY 2017/ FY 2018/ FY 20191 FY 2020/ w Ref Description 2014 2015 2016 2017 2018 2019 2020 2021 Revenues 1 General User Fees 284.8 292.6 300.7 309.0 317.5 326.3 335.3 344.5 2 Permitted User Fees 11.0 11.3 11.5 11.8 12.1 12.4 12.7 13.0 3 Property Taxes (5%/year) 64.0 67.2 70.6 74.1 77.8 81.7 85.8 90.1 T 4 New COP Issues - - - - - - - - a 5 Interest Revenues (2%) 15.0 17.5 17.1 16.1 15.0 16.6 18.3 18.4 6 Connection Fees 7.8 8.7 9.5 10.1 10.9 10.8 11.4 12.0 7 Other Revenues 23.7 24.8 24.9 28.4 13.9 13.4 21.4 13.3 8 Revenues 406.3 422.0 434.3 449.6 447.2 461.3 485.0 491.4 (These values are post-rate increase) Requirements 9 O&M Expenditures 148.8 157.3 165.0 169.6 173.9 182.3 191.0 200.2 10 Capital Improvement Plan 156.3 161.4 149.2 169.8 143.9 126.6 108.4 62.5 11 Rehabilitation and Replacement 18.1 28.2 45.3 68.8 65.3 86.0 107.1 130.3 12 COP Service (5.0%, 30 years) 98.5 85.8 86.1 90.9 87.0 85.4 85.5 85.3 Coverage-Driven Requirements - - - - - - - - 13 Other Requirements 1.7 2.2 2.2 2.2 2.2 2.2 2.2 2.2 14 Requirements 423.4 434.9 447.8 501.3 472.4 482.5 494.2 480.6 15 Revenues- Requirements (17.1) (12.9) (13.5) (51.7) (25.2) (21.2) (9.2) 10.8 Accumulated Funds 16 Beginning of Year 614.2 597.1 584.3 570.7 519.0 493.8 472.5 463.3 17 End of Year 597.1 584.3 570.7 519.0 493.8 472.5 463.3 474.1 18 Reserve Policy 529.5 519.7 521.8 521.9 494.9 470.5 453.9 453.3 'a 18a Over(Under) Reserve Policy 67.6 64.5 48.9 (2.9) (1.1) 2.0 9.4 20.8 The chart below illustrates the reserve balance projection over the 8-year forecast period, including the District's policy target balance and the adjusted policy target. Chart 1 Reserve Balances 650 c 0 600 E 550 500 450 ....... ....... 400 350 300 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 —Carollo Reserve Projection ♦ Reserve Policy Target-Reduced ■ Reserve Policy Target •••••• OCSD-Reserve Projection If cost escalation, operating expenditures, or capital needs exceed projected levels prior to FY 2020/21, the District may be required to begin a new Proposition 218 process to increase rates above currently projected levels or reduce CIP levels. The District would similarly be required to begin a new Proposition 218 process if revenues do not materialize as projected. These increased revenues include anticipated annual tax revenue increases based on improved economic conditions within western Orange County beginning FY 2014/15. 4.0 RATE STRUCTURE ANALYSIS 4.1 Introduction User rates are developed to equitably allocate costs to users to operate, service debt, and perform rehabilitations and replacements for wastewater collection and treatment systems. There are two different approaches to the rate-structure analysis. The first option is to adjust rates on the same percentage basis across the board for all users. The second option is to develop unit costs for each billable constituent (flow, BOD, and TSS) and allocate the unit costs according to estimated customer usage. The overall procedure used to develop user rate charges for the second option is as follows: Revenue Needs: Define the annual revenue that must be recovered from user rates and permit users. January 2013 15 pwl/QmhvLbcwrc�/CtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W • Functional Allocation: Determine the percentage allocation of O&M and capital costs to the billable constituents (flow, BOD, and TSS), based upon the existing allocation methodology. • Unit Costs: Develop unit costs for each billable constituent by dividing the total cost allocated to that constituent by the total wastewater flow or loadings of that constituent. • Customer Category Rates: Develop rates for each customer category by applying unit costs to estimated flows and related loadings for each category. The District collects user rates from property owners through the annual property tax bill distributed by the County throughout the District, except in Revenue Area No. 14. Pursuant to the IRWD Agreement, the District receives payments from the IRWD, which directly collects fees from customers through a monthly billing procedure in Revenue Area No. 14. In February 2008, the Board adopted Ordinance No. OCSD-35, which increased the SFR rate annually for 5 years (2008-2012). These increases were necessary in order to meet the District's cash flow needs due to the addition of disinfection treatment and other operating requirements. Table 9 provides a historical perspective of approved residential rate increases. Table 9 Regional User Rate Charges Revenue Program and Rate Update Orange County Sanitation District Annual Single Family Percentage Fiscal Year Residence Rate Increase 2008/09 $201.00 10.5% 2009/10 $221.00 10.0% 2010/11 $224.00 10.4% 2011/12 $267.00 9.4% 2012/13 $294.00 10.1% Notes: Source: Ordinance No. OCSD-35. • Commercial User Rates. The user rates for commercial categories are based on a multiplier of the SFR charge, as shown in Appendix B. • Industrial User Rates. The District charges industrial user rates to customers discharging high-strength or high-volume wastes into the sewer systems. Customers subject to industrial user rates are billed directly by the District. The fee charged to each customer is based on the customer's sewage volume, the concentration of BOD, and TSS. January 2013 16 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W 4.2 Revenue Needs The revenue needs are defined as the amount of revenues that must be recovered through user rates and permit user charges in order to cover annual expenditures, less any offsetting revenues. Offsetting revenues can include interest earnings, IRWD and SAWPA payments, and other non-operating revenues. Expenditures and offsetting revenues for FY 2013/14 are as follows: Table 10 Expenditures and Off-Setting Revenues (Millions of Dollars) Wastewater Rate and Revenue Study Orange County Sanitation District Expenditures FY 2013/2014 Ongoing Operating Expenses Operating Expenses 148.8 Other Operating Expenses Self Insurance 1.7 Debt Service 98.5 Replacement Funding 0.0 Rate Funded Capital Improvements 143.7 Bond Coverage Requirements 0.0 Policy Driven Rate Increases 0.0 Less Off-Setting Revenues Revenues from other Districts (17.9) Other Operating Revenues (15.0) Non-Operating Revenues (64.0) Local Sewer Operating Revenue (2.3) Self-Insurance (1.7) Total Revenue Needs 291.6 In FY 2013/14, $291.6 million must be recovered through user rates and permit user charges to cover the District's annual operating expenditures, debt service, and capital improvements funded through annual rate revenues. Additionally, $17 million of reserves will be used to fund capital expenditures. 4.3 Functional Allocation To develop user rates, unit rates per unit of flow, BOD, and TSS are applied to standard flow and loading factors developed for most customer categories. Users with unusually high flows and/or strength of wastewater, known as "Permit Users,' are charged based on measured wastewater flows and strengths. Table 11 presents a summary of the allocation percentage basis. January 2013 17 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W Table 11 Allocation Percentage Basis Wastewater Rate and Revenue Study Orange County Sanitation District Description Flow BOD TSS Treatment Expenditures 25% 31% 44% Plant-in-Service 44% 42% 14% Debt Servicei'I 38% 41% 21% CIP 44% 34% 22% Future CIP (2013-2021) 45% 29% 26% All Others(2) 36% 33% 31% Notes: (1) Debt service is the weighted average of debt incurred prior to 2008 and debt incurred between 2009 and 2013. The debt factors reflect the types of projects via allocation factors that were funded with the specific debt. (2) The weighted average of assignable cost factors are applied to non-assignable costs. Table 12 illustrates how projected FY 2013/14 expenditures and offsetting revenues are allocated to flow, BOD, and TSS, based on the allocation percentages listed above. Table 12 Functional Allocation of Costs Wastewater Rate and Revenue Study Orange County Sanitation District Functional Allocation Expenditures Flow FBOD I TSS Ongoing Operating Expenses (in million $) Operating Expenses $148.8 25% 31% 44% As Treatment Expenditures Other Operating Expenses Self-Insurance 1.7 45% 29% 26% As Future CIP(2013-2021) New Debt Service 0.0 45% 29% 26% As Future CIP(2013-2021) Existing Debt Service 98.5 38% 41% 21% As Debt Service Replacement Funding 0.0 44% 34% 14% As Plant-In-Service Rate Funded Capital 143.7 45% 29% 26% As Future CIP(2013-2021) Improvements Bond Coverage 0.0 45% 29% 26% As Future CIP (2013-2021) Requirements Policy-Driven Rate 0.0 36% 33% 31% As All Others Increases Less Off-Setting Revenues Revenues from other (17.9) 36% 33% 31% As All Others Districts Other Operating Revenues (15.0) 36% 33% 31% As All Others Non-Operating Revenues (64.0) 36% 33% 31% As All Others Local Sewer Fee (2.3) 36% 33% 31% As All Others Self-Insurance (1.7) 36% 33°/u 31°/u As All Others Subtals $ot291.6 $103.5 $96.5 $91.7 January 2013 18 pwl/QmhvLbcwrc�'CtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UT W The District's existing O&M expenditures are more heavily weighted toward BOD and TSS than flow. Costs allocated to flow only make up 25 percent of the total operating expenses, with the remaining 75 percent split between 31 percent for BOD and 44 percent for TSS. This is because the largest O&M expenses (aeration air for secondary treatment, solids handling, and chemical costs)are allocated more toward BOD and TSS than flow. The District's existing debt-service costs are weighted 38 percent to flow, 41 percent to BOD, and 21 percent to TSS. The heavier weighting to BOD is because the debt service is more heavily weighted to the recently completed secondary treatment projects, which are allocated to BOD. Although the District's O&M and debt service costs are more heavily weighted towards BOD and TSS, the majority of the rate-funded capital costs are related to flow. Based on the District's CIP for the next 8 years, 45 percent of costs will be related to flow, 29 percent to BOD, and 26 percent to TSS. This is because a large portion of the District's future projects are for the collection system costs, which are allocated to flow. When the allocations to flow, BOD, and TSS for O&M, debt service, and rate-funded capital costs are combined, the District's total allocation is 35.5 percent to flow, 33.1 percent to BOD, and 31.4 percent to TSS. From the previous analysis of 31.7 percent (flow), 34.0 percent(BOD), and 34.4 percent(TSS), the updated allocations illustrate a shift in costs towards flow and away from BOD and TSS. This migration is expected as the District has shifted into an R&R cycle that emphasizes the District's investment in flow-related capital. As the resulting allocation impact is less than +/-5 percent from the previous cost-of-service analysis, the existing allocation remains a reasonable cost-of-service basis; however, a continued cost allocation emphasis towards flow is expected, as the R&R cycle progresses, which may lead to a greater cost-of-service impact in the future. 4.4 Unit Costs Based on the cost-of-service analysis and proposed 4.8-percent revenue increase, the District's unit rates are expected to be $1,395.03 (flow), $595.63 (BOD), and $586.69 (TSS). These unit costs reflect the adjusted functional allocation of 35.5 percent(flow), 33.1 percent(BOD), and 31.4 percent(TSS). Should the District remain with the existing functional allocation and apply the proposed 4.8 percent increase across the board to the existing unit costs, the proposed rates would be $1,284.74 (flow), $610,67 (BOD), and $649.55 (TSS). These rates reflect the existing allocation of 31.7 percent (flow), 34.0 percent (BOD), and 34.4 percent (TSS). January 2013 19 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx OT W 4.4.1 Residential and Commercial User Rates Calculation Residential and commercial user rates are calculated on an EDU base charge. Each residential and commercial category has a defined flow and strength (BOD and TSS) assumption. To develop user rates, unit rates per unit of flow, BOD, and TSS are applied to standard flow and loading factors developed for most customer categories. a) EDU Defined Equivalents Calculations The number of existing users was determined using a fee-based approach. The number of EDUs was determined by taking the total revenue and dividing by the SFR rate of the same year. The projected number of customers served by the District for the FY 2013/14, identified in EDUs, is 933,141. Table 13 presents flow and load information from the District's plants for FY 2011/12. Table 13 Total Flow and Load Information Wastewater Rate and Revenue Study Orange County Sanitation District Flow BOD Load TSS Load Description (mgd) (ppd) (ppd) OCSD Users 201 443,500 515,400 The flows and loadings per EDU estimated to be treated by the District in FY 2013/14 are shown in Table 14. Table 14 Flow and Load per EDU (FY 2013/14) Wastewater Rate and Revenue Study Orange County Sanitation District BOD TSS Flow Concentration Concentration (flowlEDU (BOD/EDU (TSS/EDU Description [gpd]) [mg/L]) [mg/L]) EDU Equivalent Calculations 210 254 256 b) Total Annual Flow and Loads Calculation Based on these flows and loadings, the totals are shown in Table 15. The totals, based on the assumed EDU factors, vary from what is measured at the District's plants. This is not uncommon, as EDUs are an average and static representation of the District's user base. This could be a short-term anomaly or reflect a long-term trend in user behaviors (i.e., conservation). It is recommended that the District continue to monitor the total projection (based on EDUs) and realized flows and loadings at the plant. Should the spread persist, the District may want to implement a sampling program to update the existing EDU assumption. January 2013 20 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx OT W Table 15 Total Annual Flow and Loads (FY 2013/14) Wastewater Rate and Revenue Study Orange County Sanitation District Description Flow(1,000 gal) BOD Load (Ibs) TSS Load (Ibs) Customer Information 74,500,000 162,600,000 157,000,000 Total Annual Flow and Loads c) Unit Cost Calculation The unit cost was calculated by taking the cost allocations for flow, BOD, and TSS, and dividing it by the total annual flow and loads. Table 16 presents the unit cost per flow, BOD, and TSS. Table 16 Unit Cost Calculation (FY 2013114) Wastewater Rate and Revenue Study Orange County Sanitation District Flow BOD TSS Cost Allocation $103.5 million $96.5 million $91.7 million — Total Flow (1,000 gal) Total BOD (Ibs) Total TSS (Ibs) Total Annual Flow and Loads 74,500,000 162,600,000 157,000,000 _ $/1,000 gals $/Ib BOD $/Ib TSS Unit Costs $1.395 $0.596 $0.587 4.5 Customer Category Rates The SFR user rate is based on typical flow and loadings for an average 3-bedroom home and serves as the base rate to calculate rates for other users. Users are charged a percentage of the SFR rate as specified in Ordinance No. OCSD-35. These use factors are based on the average flow and strength characteristics for the type of property, charged on a per-1,000-square-foot basis. e.g., 1: Multi-family residential with factor 0.7 Annual cost: $308.00 X 0.7 = $215.60 e.g., 2: Neighborhood shopping center with factor 1.39 Annual cost: $308.00 X 1.39 =$428.12 e.g., 3:Take-out restaurant with factor 3.0 Annual cost: $308.00 X 3.0 = $924.00 As detailed earlier in the report, the District has realized a nearly 16-percent decline in discharge volume over the past decade, resulting in various cost-of-service implications. While across-the-board increases are appropriate for residential and commercial customers due to non-material impacts on rates, it is important to make specific adjustments for January 2013 21 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodY Gacx(FP4 W industrial customers as their discharge characteristics vary greatly and, accordingly, may have a material impact. Although the existing rate structure is reasonable, the District has not updated its flow and loading assumptions for residential or commercial customers in some time. In order to do so, the District would need an extensive sampling program. As no better data or existing standards are available, there is not a strong basis for changing the customer flow and loading assumptions at this time. However, this could create a continued or growing cost-of-service gap. In addition to the possible change in customer flow and loading assumptions, the District's equivalency factors have not been recalibrated to reflect the new cost-of-service allocations. As the District's functional allocation ratios have changed between rate analyses, the unit cost allocated to flow, BOD, and TSS move independently rather than proportionately across the board. 4.5.1 Industrial User Rates The District's industrial users are charged for wastewater services based on measured flow, BOD, and TSS. As with residential and commercial customers, industrial customers' user rates are derived from base unit costs. Unlike residential and commercial customers, for whom the usage is not individually metered, wastewater metering and samples are available for industrial customers. Table 17 below illustrates the District's current industrial unit charges in FY 2013/14. Table 17 Current Industrial User Sewer Service Charges (FY 2013/14) Wastewater Rate and Revenue Study Orange County Sanitation District $/11,000 gals $/Ibs BOD $Abs TSS Unit Costs (FY 2013/14) $1.395 $0.596 $0.587 Unit Costs (FY 2012/13) $1.226 $0.583 $0.620 Notes: (1) Charges are based on "gross cost-of-service" prior to individual tax credits. The FY 2013/14 unit costs above reflect the full impact of the cost-of-service analysis. When compared to the FY 2012113 unit costs, the results of the functional cost allocation are noticeable. As the residential and commercial rates are blended and based on a static EDU factor, the impact on specific users is non-material; however, the impact to individual industrial users will depend on their specific metered flows and sampling data. Specifically, with the greater shift to flow, industrial users with higher flow volumes will see a larger increase, in excess of the proposed 4.8 percent increase in FY 2013/14. To mitigate the potential impacts of the rate adjustment on some industrial users, the unit cost increases in the first year will be limited to 10 percent in FY 2013/14, the first year of January 2013 22 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM1MsvenucPrdPe¢SodY Gacx(FP4 W the new rate schedule. A similar, but reduced, cap of 7 percent will be applied in FY 2014/15. Correspondingly, some users in the same industrial category will have their rates adjusted slightly to maintain revenue neutrality. In FY 2013/14, the impact of this strategy will be approximately$60,000, or 0.44 percent, of the District's$13 million total industrial fee revenue. This rate-smoothing policy ensures annual revenue neutrality to the District. 4.5.2 Local Sewer Service Fees The District currently owns and operates local sewers in a few areas. The District provides maintenance service by contracting some tasks with private companies. In the remainder of the service area, local sewers are provided and maintained by cities or special districts and the costs of local sewers are bome by the residents being served. In 2008, the District implemented a local sewer service fee in order to equitably recover the cost of maintaining the local sewers. The District currently provides local sewer service to over 27,000 EDUs. In FY 2012/13, O&M expenses accounted for$2.3 million, or 35 percent, of the local sewer funds total expenses. In addition to operations, the District implemented a local sewer capital replacement sinking fund approach in order to have sufficient monies on hand to fully fund the necessary capital projects. The original sinking fund was established to annually generate$4.6 million based on the asset management needs identified by the 2008 GHD local sewer study. Because the District has ceded control of some of its local sewer service area to other jurisdictions, reducing the number of served EDUs, deposits to the sinking fund were roughly $3.8 million in FY 2011/12. Since 2008, the District, through advances in the Asset Management Plan, has continued to refine the identified needs, timing, and costs for the local sewer service area. Most recently, a change in the replacement assumption for all pipes 8 inches or less (75 percent of the area) has increased the original costs and compressed the projected timing of the projects, resulting in a significant increase in funding. Given the change in the funding requirements, the District would be required to collect nearly$12.8 million annually in order to fully fund the identified projects. The updated asset management capital needs assessment is based largely on a desktop analysis, accounting for the age of the pipes rather than current known physical deficiencies. Moreover, significant capital investments are not projected to begin until 2035. The District's local sewer services fees are among the highest in Orange County, because of the District's proactive approach to setting aside future capital funding to cash rather than debt-fund replacement needs. The updated asset management plan provides a strong foundation for the District to monitor and project overall system reinvestment needs. However, the expected replacement timeline and possible Fluctuations in actual costs and technology are uncertain. Because of this uncertainty and the long-term nature of the January 2013 23 pwl/QmhvLbcwrc�/CtieMChOCS69N9Ap4RIM1sredesMM1MsvenuePrdPe¢SodY Gacx(FP4 W capital needs, it is appropriate for the District to continue to collect annual sinking fund contributions and monitor the physical needs of the system over time. However, increasing local sewer fees threefold in FY 2013/14, based on the updated asset management plan it is conservative in nature, as this is a desktop analysis. Additionally, the District could also use debt financing to supplement cash set aside, if required. Consequently, it is recommended that the District continue with its proactive capital funding set-aside program, increasing the annual capital contribution and monitoring the actual physical condition of the local sewer system. During the next rate adjustment cycle beginning in FY 2021/22, it will be critical for the District to reexamine the funding requirements based on better-known information at that time. It is recommended that the District increase local sewer service fees by 4.8 percent in FY 2013/14 and 2.4 percent thereafter through FY 2020/21, commensurate to the regional user-fee increases. The proposed rates and increases are illustrated in Table 18. Table 18 Projected Local Sewer Service User Rate Wastewater Rate and Revenue Study Orange County Sanitation District Percentage Fiscal Year Annual EDU Rate Increase 2013/14 $226.50 4.8% 2014/15 $232.00 2.4% 2015/16 $237.75 2.4% 2016117 $243.50 2.4% 2017/18 $249.50 2.4% 2018119 $255.50 2.4% 2019/20 $261.75 2.4% 2020/21 $268.25 2.4% It should be noted that roughly 15 percent of the annual local sewer revenues are remitted to City of Tustin for the maintenance of the local sewers within the City's operational area. 4.6 Findings and Conclusions Carollo has concluded that the staff rate recommendations are reasonable based on industry practice and our understanding of the District. Per Carollo's review of staff cash-Flow models and user-rate recommendations, an adopted user rate of$308.00 per EDU per year for FY 2013/14, based upon a 4.8-percent across-the-board increase is appropriate. Also reasonable are the subsequent year adjustments of 2.4 percent annually. January 2013 24 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx OT W The proposed rates and increases are illustrated in Table 19. Table 19 Projected Regional User Rate Wastewater Rate and Revenue Study Orange County Sanitation District Annual Single Family Percentage Fiscal Year Residence Rate Increase 2013114 $308.00 4.8% 2014/15 $315.50 2.4% 2015/16 $323.00 2.4% 2016117 $330.75 2.4% 2017/18 $338.75 2.4% 2018/19 $347.00 2.4% 2019/20 $355.25 2.4% 2020/21 $363.75 2.4% In addition to the rates presented above, the following recommendations are deemed appropriate and reasonable. • Increase the Local Sewer Service User Rate concurrently with the regional user rate. • Update the industrial rates based on unit costs developed through this revenue program, using a 3-year transition period. • During the forecast period, the District is projected to reduce reserves to its policy target levels. In FY 2016/17, prior to reducing the reserve target, the District will fall approximately $2.9 million below its target. In addition, the District is forecasted to fall short of the reserve policy in FY 2017/18 by roughly$1 million. After FY 2017/18, the District is projected to exceed the revised target levels. Furthermore, the District is projected to replenish reserves in the letter years of the forecast period. Slightly higher, inflationary rate increases would mitigate the drawing down of reserves. • As the District anticipates reducing reserve levels to fund major capital rehabilitative projects over the forecasted 8-year time period, all recommendations should be reviewed and updated periodically to confirm continued compliance with the District's Reserve Policy. • We would recommend that the District consider implementing a loadings criteria (sampling)for rate adjustments, rather than merely basing it on water meter information. The current District ordinance allows sampling information to be required under Article 11—Section 2.03B. January 2013 25 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx OT W Appendix A PROJECT CALCULATIONS January 2013 A-1 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UTQQ ORANGE COUNTY SANITATION DISTRICT 1 RATE STUDY ANALYSIS Summary Cash Flow Projections FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FT 2017 FY 2018 FY 2019 FY 20M Ref Donsi 2013 N14 2015 M16 2017 2018 2012 2020 2021 Revenues: 1 General User Fees 267504859 284,816,552 292,634A21 300,694,456 308,984950 317,518,127 Me 279,4d3 335,280,963 344529,064 2 Permi11e0 User Fees 10,502,000 11,026,096 11,270,242 11,W.728 11,817,706 12,101,331 12,391,762 12,669,165 12,993,706 3 Properly Taxws(5%yd 64025,000 64,025,000 67,226,250 ]0,59],563 74,116,W1 77,822,788 $1,713,927 85,799,623 94009,605 4 New COP Issues - - - - - - - - - 5 Interest Revenues(2%) 12A5g000 14,954,392 17pS$613 17p68,730 16,1w,440 14,967,038 16,619,424 18,349,826 18,380,101 6 Connection Fees 9,703.000 7,161 8,61 9,463,0W 10,139,000 10,856,000 101845,000 11,421,00) 12,028,WD Otlrer,Revenues 28.4W,908 23,712,254 24,7P,387 24,933,296 28,445,465 13,03,W6 13,436,261 21,418,164 13,341,255 8 Revenues 390,361,566 406,282,2W 422,043513 434,287,P2 449,606501 40,168,329 461,285,818 484,958,740 491,361,729 amens,values are p5L21e increase) R,uiremanb: 9 Oper&Mtoe Exp 16565Q620 148.756,416 1672%, 165.011,671 169,574,316 1T3.W0,395 182296626 191,045,925 200,214,922 10 Call lmpmvemeM Program 133,884,000 156,317,W0 161 406000 149,169,W0 169789.000 143,905,W0 126,51 108,356,003 62,513,544 11 Reall,Rehab Is Relurb 3,321,000 10,1W,000 28,238,000 45,267,000 6&81A000 65,320,000 86,033A00 107,109,000 130,317,000 12 COP Service(50%,30 yma 85,1&3,002 98,450,106 85,802,517 86,144,867 90,91 87,034,925 85,4W,300 85,457,317 &5,338,680 Coverage Driven R ccuimmente 13 Otlrer Requicmenls 1,729,100 1,Y28,9W 2,212,000 2,212,0W 2,212,000 2,212,0W 2,212,000 2,212.000 2,212,W0 14 Requirements 380,023,722 423,356,422 48490 ,90 447,804,439 W1,W1109 4n,390,920 4U 523,982 4W,180.285 480,596,146 15 Revenues-Requiremena 10,337,644 (17,074,128) (12,86E452) (13,516,66T) (51)33608) (25,230,691) (21,238,164) (8,221,545) 10)85,503 Accumulator Funtls: 16 fteradingof Year W3,852,090 614.189.934 59]]i6aW 584.250.354 570733.687 519.000A90 493769.489 472S31.325 463.30 .780 17 End 0Year 614,189,934 597.115,801 W2%354 570.733.07 619,000,080 493,769,489 472,531,325 463.WM,7W 474,07d363 18 Res—Polley 520,681,000 529,518,000 619709,000 51 621,937000 494,878,000 470,527000 453,910,000 453265,000 i8a Over(Under)Reserve Polley 93,508.934 67,597,807 64 541.354 48,904,687 (2.936,920) (1,108,511) 2,004,325 9,399780 20.810,363 Excees(S6orfall)in Removes 93,508.934 67,597,807 64 541.354 49,904,687 (2.936,920) (1,108,511) 2,004.325 9,399]80 20.810,363 A-1 1/14/2013 ......* ORANGE COUNTY SANITATION DISTRICT ' RATE STUDY ANALYSIS Summary Cash Flow Projections sewer$,Mm Use,Fess' 19 Avg SFR Annual User Fee $ 294.00 $ 308.00 $ 315.50 $ 323.00 $ 330]5 $ 338.75 $ 347.00 $ M525 $ 363]5 20 Perronlaga Change 10,11% 480% 240% 240% 240% 240% 240% 240% 240% 21 Equivabnl Dwelling Uni6 966,728 969,231 971,833 974,636 977,294 No Too 902927 985,766 glai 22 SFR ConneGbn Fe, Ili $3,775 Ili $g162 $4,370 $g509 $4,818 $5,059 $5,312 23 9u1sbi COP. $0 $0 $0 $0 $o $0 $o $0 $o Reserve Polmv 24 50%This Year Ogerri 77.928,310 74,378.208 78.625,224 6250 .786 84.781 6Q974.197 91148.413 96522953 100,107,461 25 10%This Year Ogenting 15,585,662 14.81 15,n5,045 16,501,157 16,07,432 17,394,839 18,229,683 19,104,593 20,021,492 M 100%This Year AUG COP S. 81 98,460,106 81 85,144,867 90,945,792 81 85,4301300 85,457,317 85,330,680 0 50%arani, ClP bal to 2020 99,857,560 PT168,159 91,326,313 831829008 76,899,975 64,619,184 56,043,513 5&104,597 53,104597 28 Short W n CIP,GMS - - - - - - - - - 29 DSRit 10%Oulebndin9 COP. 133,81 130,228,848 126,044,344 123,020,065 119,830,948 116,012,399 112,421,298 108,8591991 105,120,70 30 SFI®$i INPUT 57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 57,001 67,000,000 57000,000 31 RePl8 Refis,@2%/yr 591800.000 649961000 62210920 63,460,238 64229,443 66,024,032 67,3M,513 68.61 70,065,231 Ao.si 0 0 0 0 0 -20.900.000 -00.000,000 -50.000.000 40,000,000 32 Tinal 529.205.962 Wools.981 516.739,363 512,461.122 510.150,748 475,029.577 447.61),719 437]40.654 4Z0,758,Cs3 COP GOV. 33 Sr Lion Covega,Min 1.25 2.64 252 2.96 289 2s4 289 3.11 3.28 3.24 M AEUillonal Bard,125 2&4 252 2.96 299 294 299 3.11 328 324 A-2 1114/2013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS ASSUMPTIONS ASSUMPTIONS Beginning Yearof Mocel FYF 2012 (don'tchangethis) Debt Service Coverage Requirement-Senior 125% of annual debt service on allseniordebt,Per Bond Covenant, Debt Service Coverage Requirement-Junior 100% of annual debt service on mIjunior debt-pg.212"Official Statement Residential and Commercial EDUe 613,365 66.5% 899,262 Previous Anatysis Commercal EDUs 311B,M2 33.5% 922,IM Basedon EOUsfmm billing information'33/12 Disney Land EDUe included in Commercial EDO Count Industrial EDUe 39AW 62,831-Previous EDU count Current EDLa 961,92T (EDU values calculatedfurther below) Residential Percentage 0.T6% Commercial Percentage 32.10% Industrial Percentage V.14% Annual Connection Fee Escalation 1 Annual CoAlnultion Added F a Fir.1. ass", FV2016 as"11 wM18 irfai "2030 ECONOMICESCAIATORS 201A 2015 2016 2017 018 2019 2020 2021 General Cast IlMadon -2.096 5.096 5.0% 5.05', 4.5% 4.5% 4.5% 4.5% Construction Cost Inflation -2.0% 5.0% S.0% 5.096 5.0% 5.0% S.0% 5.094 Customer Demand Growth 0.27% 0.28% 0.291A 0.30% 0.30% 0.3096 0.30% 0.30% Fund Earnings 2.5% 3.0% 3.0% 3.094 3.0% 3.5% CM 0.094 Labor Cost inflation -2.096 6.096 0.8% 9.8% 9.8% 4.8% 0.8% 9.8% Variable 08M Inflation -2.096 7.0% 3.016 7.094 TA% 7.0% 7.016 7.0% Cust,Growth+Venable 08M -1.7% 5.3% 5.3% 5.3% 4.8% 4.8% 6.8% 4.8% No Annual Increases 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.01" One Time ExpendRurelRevenue -100.096 -200.0% -100.0% -100.096 -100.096 -200.0% -100.0% -100.0% OCSD population growth 0.27% 048% 0.28% 0.30% 0.30% 0.30% 0.30% 0.30% JO Revenues 0.0% 2.5% 2.5% 2.5% 2.5% 2.5% 2.5% 2.5% Property,Tau,Revenue GrovM 0.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.01" 3%IMIation♦crown♦Rate increase 8.1% 5.7% 5.7% 5.74 5.J% 5.7% 5.7% 5.2% Urban Runoff growth 0.00% 3.00% 1 12.W% 1 12.30% 1 12.30% 1 12.30% 12.30% 9.86% A-2 1/1412013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS Capital Funding&Fund Reserves CAPITAL FUNDING REPLACEMENT/SYSTEMWIDE IMPROVEMENTS FY801] FY2013 wash' FY3013 Ft.a. FY2017 FY 2018 FY 2019 FYMA Capital Expenditures 2013 2014 2015 2016 2017 2018 2019 2020 M21 R&RI System-Wide Improvements $ 119,972,243 $ 130.755,708 $ 143,4%,371 $ 173.493,260 $ 207,021,870 $ 1851647,034 $ 200,945.716 $ 208.145,698 $ 188,626,207 Expansion Projects 17282757 43665292 46149629 20942740 31586130 23586566 11639140 7319445 4204337 Total CIP Eapend'dures $ 137,255,000 $ 174,01,000 $ 189,644,000 $ 194,436,000 $ 118,608,000 $ 209,M,00 $ 21;584,856 $ 215,465,043 $ 192,880,544 Local Sewer Capital Replacement 3,861780 4,115.983 4,192.568 4,273,591 4352409 4,434,565 4,513.936 4,597,013 4,683690 Total Capital Expenditures $ 141,116,]80 $ 178,536,983 $ 193,036,568 $ 198,709,591 $ 242,960,109 $ 313,658,165 $ 217,098,792 $ 220,M,056 $ 197$14,234 (11112 CIP total from Mikes Cash Flow Budget) (12/13�CIF romlfrom Rumors Est) (R&R and Expansion break downs are based on breakdown of current CIP) FY2012 FY2013 FY 2014 FY2013 FY.1. FY2012 FY 2018 FY 2M9 120. Available Revenues(Ciphall 2013 2014 2015 2016 2017 2018 2019 2020 N21 IRWD Equity Payment $ 2,228,000 $ 2,454,000 $ 2714,000 $ 2,541,000 $ 2,802,000 $ 11950,000 $ 1,288,000 $ 684,000 $ 773,000 Local Sewer Capital Funding $ 3.861780 $ 4.115,983 $ 4,192.568 $ 4.273,591 $ 4,352409 $ 4.434,565 $ 4,513.935 $ 4.597,013 $ 4,683,690 CFCCs ],]03,000 7,768,000 8,6]],000 9,463,000 10,137,000 10,856,000 10,845,000 7,319,445 4,204,337 Grants - - - 8,381,000 - - 8,381,000 - - DeveloperContnbu6ons - - - - - - - - - Use of Non-Revenue Bond Debt Proceeds - - - - - - - - - Us0 of COP Pmcaeds - - - - - - - - - Us.ofCapitalReaerves 127,324,000 164199,000 178,253,000 174,051,000 208,917,220 150,456,935 121,847,285 103,687,394 80,799,392 Rate Funded Capital 16751,T2 45,970,666 70,223,571 103,774,203 107,063,815 Total Available Revenues $ 141,116780 $ 178,53g983 $ 193,836,568 $ 198709,591 $ 241,950,109 $ 213,650,165 $ 217,098792 $ 220,M,056 $ 197S34,234 FY2012 FY2013 FYA14 FY201s FY2018 FY 2017 1201. FY201e FY2020 Reserves 2013 2014 2015 2016 2017 2018 2019 2020 =I Use of Reserves 11(M12 FY2013 FY 2014 F12013 FY 201. FY 2012 1201a FY 2019 120. Bond Issues 2013 2014 2015 2016 2017 2018 2019 2020 W21 COP. Altercate Loans[Traditional Sprouts.] -Oebf Leong[Paymen(S Beginegan(Fiscal Year Entl)rq) Allergists Loans(Level Principal Payments) 12012 FY 2013 F bg,I FY2013 FY.1. FY2012 FY 2018 FY2019 I.. Available Revenues 2013 2014 2015 2016 2017 2018 2019 2020 W21 -GraguaAnnexation Fees'GWRS Rents. - - - 8,381,000 - - 8,381,000 - - -Developer Contribu8pns - - - - - - - - - A-5 1/1412013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS Capital Funding&Fund Reserves RESERVE REQUIREMENT FY 2012 FYtaue FY 2014 FY2011 FY a010 FY2017 1.1a FY2019 FY30M Operating Fund 2013 2014 2015 2016 2017 2018 2019 2020 W21 Cash Flow Reserve 1 -50%Operating Expenditures $ 77,928.310 $ 74,378,208 $ 78,625,224 $ $2,506,786 $ 81 $ 85,974,197 $ 91,148,413 $ 95,522,963 $ 100,107,461 1 -Annual Debt Service 86,183,002 98.450,106 85.802,517 8614Q86T 90.945,792 87,004925 85.430,300 85.457,317 85,338,680 Operating Contingency 1 -10%Operating Expenditures 16.681 14,875642 15,725,045 16,501,167 16,957,432 17,394839 16,229,683 19,111 20,021,492 Capital Improvement Reserve 0 -50%Annual Average CIP 99,857,560 9g158,157 91,326,313 83,829,008 75,891 6g61AIM 56,043,513 53,104,597 53,104,597 Self-insumnce 1 -57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 57,000,000 Debt$S,,nS Reserve 1 -10%of Outstanding COPS 133.81 130,2281 126,044.344 123,020,066 119.830.948 116,012,399 112,421,298 108859,991 105,120,795 IS. Reserve for Debt Rettremenr 0 Capital Replacement Re amat 59,800,000 60,991 62,215,920 63,460,238 1 65,024,032 67,344.513 68,691,403 70,066,231 1 Rate Stabllization Reeerve - - - - - - - - - 0AdjUstrnOnts (20,000,000) (40,000,000) (50,000,000) (40,000,000) Ending Fund Balance $ 529,205,582 $ 530,01till $ 516,739,30 $ 512,01,122 $ 510,150,7411 $ 475,111 $ M),51)J39 $ 437,70,864 $ 450,758,256 A-6 111VM13 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS Debt Service TOTAL DEBT SERVICE a a ' a T.01D.MSeM. 2014a 2015 2016 2017 2018 2019 2020 2021 PXnclpal Payments S 41,845,037 $ 30,242,789 $ 31,891,179 $ 38,105,488 S 35,911,012 $ 35,613,062 $ 37,391,966 3 39,178,064 Interest Payments 56,605,069 55,W9,728 54,253,09 52)00,305 51,093,913 49,817238 0065,352 46,1W,616 Total annual Paymenla S 98,450,108 $ 85,802,517 $ 86,144,887 $ 90,M,792 S 87,004,925 $ 85,430,300 $ 05,457,317 $ 85,338,680 A~lZeserve Requirement $0 EO $0 $0 $0 SO $0 $0 COP D.01 Seance PXncipal Payments S 41,845,037 $ 30,242]89 $ 31,991,179 $ 38,105,488 S 35,911,012 $ 35,613,062 $ 37,391,966 $ 39,178,0(14 IMerest Payments 56,605,069 55,W9,728 54,253,09 52)W,W5 51,093,913 49,817238 0065,352 46,1 W,616 Total annual Payments S 98,450,1W $ 85,802,517 $ 86,144,887 $ 90,915,792 S 87,004,925 $ 85,430,300 $ 05,457,317 $ 85,338,680 Ou4taMinB COPS S 1,302,280480 $ 1,260,443,443 $ 1,230,200,654 3 1,198,309475 S 1,160,123,988 $ 1,124,212,976 $ 1,088,599,913 $ 1,051,207,948 EXISTING DEBT SERVICE Fleets 2012C CAN 2014s e 2015 20166 '2017 2018 2019 2020 2021 3 PXnclpal Payments $ 2,255,037 $ $387]89 $ 2,488,179 $ 2,610,488 S 2,741,012 $ $978,062 $ 3,021,966 $ 3,173,064 4 Interest Payments 6585003 6472240 630859 6229550 6099025 5%1975 5818072 566E 9" Total Annual Payments $ 8.840.037 $ 8,840.037 $ 8,840,037 S 0.890.039 $ 8.MO.037 $ 8,840.037 $ 8,840,037 $ 0.840.039 2007A Refunding 5 PXnclpal Payments $ 235,000 $ 245,000 $ 255,000 $ 265,000 S 275,000 $ 285,000 $ 295,000 $ 4,800,000 6 Interest Payments 4133761 4 124 194 4114W 4103 Ml 4 093 094 401927 4 070 361 39W 978 Toal Annual Payments $ 4.368.761 $ 4,369.194 $ 4,36Q29 S 4.368.861 $ 4.360.094 $ 4,366.927 $ 4,M,361 E 0.980.978 20076 l PXnclpal Payments $ 6,145,000 $ 6p50,000 $ 6,775,WO $ 7,110,000 S 7p70,003 $ 7,840,000 $ 8,235,WO $ 8,845,000 8 Interest Payments 13 476 6W 13162962 12026634 12071025 121OB 025 11726817 11360 W0 ID 988846 Total Annual Payment. E 19.621.6W $ 19.612.962 $ 19.W1.63M1 $ 19.581,025 E 19.518.025 $ 19,566.817 $ 19,595,900 $ 19.633,646 2008A Refunding 9 Poncipal Payments $ 19,195,OW 30 Interest Payments 47 10B - - Total Annual Payment. $ 19242,188 $ - $ - $ - E - $ - $ - $ - A-7 111412013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS 2008B Refunding 11 Principal Payment $ 490.OW $ 8,270.000 $ 8,500,W0 $ 0.815.M - - - - 12 ImermA Paymen5 7M.110 E10.980 389,925 132,M5 - - Tolal Annual Payments S 1,244,110 $ RM0,980 $ 8,989,925 $ 8,947,M5 S - $ - $ - $ - 2009A 13 Principal Payment E 3.615,OW $ 3,M5.000 $ 4.050,W0 $ 4.2W.M E 4.465.OW $ 4,690.000 $ 4.926.W0 $ 5.170.OW 14 ImemM Paymenh 9,109,425 8.999.175 8825.700 BJM.200 8.578.703 8.353.450 8.118.950 7.872.700 Tolal Annual Payments S 12,784p25 $ 12,8M,95 $ 12,875,700 $ 12,9M,M0 S 13,041j0K) $ 13,043,450 $ 13,M3,950 $ 13,M,700 2010A RO 15 Principal Payment - - - - - - - - 16 Interest Paymenh 2,897,639 2897,639 2897.639 2,897,639 2,897,639 2897,639 2897.639 2,897,639 Total Annual Payments S 2,897,639 $ $897,639 $ 2,897,639 $ 2,897,639 S 2,897,639 $ $897,639 $ 2,997 639 $ 2,897,639 20106 17 Principal Payment - - - - - - - - 18 Interest Payment 6.523.780 6,523,780 8523.780 B.523780 6.523.780 6,523,780 8523.780 B.523780 Tohl Annual Payments S 6,523,7W $ 6,523,780 $ 6,623,780 $ 6,523,780 S 6,523,780 $ 6,523]80 $ 6,623,780 $ 6,523,780 2M1A 19 Principal Payment E 9.860,OW $ 9.055.000 $ 9.824W0 $ 15.135.000 E 20.960.0W - - - 20 Interest Payment 6.l M.3W 5.825.450 5398125 4,774125 3.872.3W 3.348.350 3348.350 3.348350 Tohl Annual Payments $ 16,eM,3W $ 14,880,450 $ 15,223,725 $ 19,909,725 $ 24,832,3W $ 3,348,350 $ 3,sdRMo $ 3.W,3W 2012B Refunding 21 Principal Payment E - $ - $ - $ - E - $ 19.920,OW $ 20.915.000 $ 17.390.000 22 Imesem Payment 3d87.400 3,187,400 3JR7.400 3.187AW 3.187.403 3,187,400 2.191.400 1.145.650 Tolal Annual Paymenh $ 3,187,400 $ 3,187,400 $ 3,187p00 $ 3,187,4W $ 3,187,400 $ 23,107,400 $ 23,106,400 $ 18,5M,6W 201M Refunding 23 Principal Payment - - - - - - - - 24 Interest Paymenh 3.735.900 3,735.900 3135.900 3.735900 3.735.900 3,735,900 3135.900 3.735900 Tohl Annual Payment $ 3,735,900 $ 3,735,900 $ 3,735,900 $ 3,735,9W $ 3,735,9W $ 3,735,900 $ 3,735,900 $ 3,735,9W A-8 1114=13 RANGE COUNTY SANITATION DISTRICT ATE STUDY ANALYSIS enues antl O6M Expantlitures 2014 2015 2016 ]20O 2018 2010 2020 2021 OPERATING REVENUES Ueer Revenues Permutes User Fees 10,E02,000 11,008,098 11,270,2A2 11,500728 11,817 ON 18,101,331 12,391 TO 12,6R9,165 General Sewer SeMm Veer Fees 273,247019 287.164692 294,009409 302,878,O97 311,0]],613 319,400IN 328.148 NIS 337.032,225 Love l Sewer Servire Fee Miuclment 0� RBoenuelRele Atlps4renM ww^vuwn p,000,000) p.019,600) OON 957I p,O611 R51 p,081,90]I p.f03,153) 17jN 82) p,145,835) RWOAss me essnls «sw'o Fws'9mM�—'Ve V 12,428,160 13,179,400 13,500,600 B,aR1,W3 3,3OB4OM 3,.,880 3,016,760 9,BOB,B10 SAWPA Acceecmenle V.y^gn'ml°IV AM 7N 4..2,720 4,652,720 4,652,720 4,652,720 4,652,720 4,652,720 4,652,720 Mlcwlleneous Receiph 1.524,000 1.524,000 1.524,000 1.524,000 L524,000 1.524,000 L524,000 1.524,000 Interest V 14,954,392 1 17,458,613 17,M,7M I I6,101A40 1 I4,967,038 36,619AN 38,319,826 38,300,101 [omen --'proem.. V _ _ _ _ _ _ _ _ [Merl - - - - - - - - [Gmml - - - - - - - - Urb9nRunpBRavenW9 Causes,Leant a. 08 M Assessmanl Service Foes lNum CMane'OeieM GVeA Operating Revenue Subtotal $ 310.338,291 $ 327,935,922 $ 335.915,744 $ 338,10,261 $ 340,z93,190 $ 350,820,089 $ 361,689,192 $ 371,069,185 LOCAL SEWER SERVICE REVENUES L-al hewer Oper88n9 Revenues 2,300,1 as 2,392,11a 2,48])94 2,58],305 2RAL7R8 2,]9R43O 2,910,367 3,026)82 Local Sewer Capital Replacement Fmltli [Celcula1 4,115,983 4,1W 568 4,273,591 4,352,109 4,434,566 4,513,SIM 4,59I,013 4,683,690 .1 Sewer RemRlenw(15%) [Cilculu l (962A13) (987702) O.014,W8) (1.040.912) O.o&Uw41 O.CNNS51 (1d28}07) (1d58$]1) Laval Sewer service Subtotal $ 5,453,675 $ 5,596,976 $ 5,740,1]] $ 5,898,503 $ 6,0ENSS8 $ 6,215,511 $ ILM1,273 $ 6,553,901 NONOPERATING REVENUESp PrepeTy Tax Allocation I^roTv iev^reueuu^'m ICI f 64.026' 00 f 67,226260 $ 70,58I563 $ 74.116,RAI $ ]].822788 $ 81,713,927 $ 85.M 623 $ 90A89,605 enl FVVWVAopm AWncv Pass TM1ru IIflAm Non-0penllq Revenue 5u blotal Oraracen,.. V $ fi4,Oz5,000 $ 6],2z6,2SO $ ]11,58],563 $ 74,116,941 $ 77,622]88 $ 81,713,927 $ 85,799,623 $ 90,069,605 INTRAOISTRIET REVENUES Amu allobealablct Aim Eauib wcbn arerme�Pe�awrear,m.e � f �$ $ $ $ $ $ $ mnaatnna Retinae sabrorel �ammsom.m fireM $ $ $ $ $ $ $ $ SELF INSURANCE REVENUES Worhers'Comp SFl Ik an 11mau f ]98.000 $ 1pI8Ai3 f 1,018423 f 1.018423 f 1.01.3 f 1.018423 f 1.018423 f 1.018423 General Lle01111y 5F1 Iw mrwluwmxs 93;900 $ 11935]] 11935]] 11R35]] 11915]] 11915]] 1ISO 5]] 1ISO 5]] SeHmsurarra Revenue Subtotal • $ 1,ne 9. $ z,zlz,a00 $ 2,21z,000 $ 2,21z,000 $ 2,21z,000 $ 2,21z,000 $ 2,21z,000 $ 2,21z,000 CAPITALREVENUES Captel FacllOn Capxou,Mar, [C 'eaws Ul f ]]6A,000 $ 8.677,000 f 9,463,000 f 10,137,000 f 10,1156,000 f 10,845,000 f 11421,000 f 12,028,000 Cepllel Asaessnlant(IRWLA C81 even 0 2454000 2714211 211 ON _2;2 0 1.ON 1288000 684000 ]3000 Sale of Capanry Rights 9AWPA 8_Ei Oreime aynelluremernue 0,381p00 8,381,OW .1her Revenue Subtotal me G.pv iwreRsorve � $ 10,222,000 $ 11,391,050 $ I2,00;050 $ 21n0,050 $ 12,608.050 $ 12,13A050 $ 20NKOD0 $ 12601,050 TOTAL REVENUES $ 391,767,857 $ 4M,@2,147 $ 426466A84 $ 441,]0],]O4 $ 439,290,536 $ 453,ON,527 $ 476,Sb,089 $ 482,75,691 A-IC t%4p013 RANGE COUNTY SANITATION DISTRICT ATE STUDY ANALYSIS eouns and 06M ExpeodituTas Fy An A en 2014 ado 2011 a 2017 2018 2018 2020 2021 OPERATING RERUIREMENR Salaries&WaBea Balanse&Wa9ea u6arowteRaum It 63.117351 It WON 296 It 70.082,239 It 73.411,145 It 76.8%175 It 90.550,838 It 84.3]],003 It pl 911 Totll Salarlesfl Wa6as bSecase MYM $ 63,11T,251 $ 669M,2B6 $ T,0 239 $ 73p11,145 $ 76,W,175 $ i0,550,R3R $ 34,3777,003 $ A,ioull Employee Benefits OCERS Extrenenl u6ar.movum It 19.00979 $ 23d50,387 It 21.107531 It 22.110,138 It 23.160,370 $ 24.260487 It 25.412,861 $ 26819,971 rump lmover a b6ar6ettnnylm BASS 658 A419,857 9,88],301 lo,335,997 1ol Air 11,3USut 11.8]9,9f] 12,444,. TuIOon Relmn B EEuc Deeel drel .. 422,432 447778 46B,W] 491,32] Us out Emal .718 .1,SW Uniform Rental lovielreareses. 41,2]3 43,749 45,827 40,004 50,2. 62,673 W1]4 67,796 someone Compares n unarmtmfimn 923M An 105 1.025,612 1.074,329 1.125,360 1d18,814 1134,938 1.20461 Unemployment Insuanw u6ar Cmtuma7<n 22,]44 24,109 25,2M 26453 2],]10 29,028 30405 31,849 EMT Supplemental 28,038 29720 31,132 32,Bfl 34,180 .7. 3],4. 38,2. Tetal Employee Benefits $ 29AK628 $ 31,pN,M5 $ 32.5417N $ 34,118,860 $ 35,Tf9,WS $ 32,437,132 $ 39.215,396 $ 41,01`8,127 Administrative Expenses Membent $ W9,134 $ 534,Sol $ letx20 $ 509,386 $ Ale land $ Al ON $ 67$587 $ 702,BA "Ice IN,-Supplies 00,026 UO2] 00,22E 92,.0 96,809 101,165 105,]1] 110475 Paem,e wtlmlme, w 233,597 245,2]] 257,541 270418 282,587 2911303 308,592 322470 BooW B Publiptbna 4ery ine aKoal . 42,BR 45,114 47,215 49,"1 51 51,111 ,115 Ad IN 59182 Forma 6ernd<m[1Mlarkn 1,218 1,2]8 1,No 1,4W 1,471 1,53] 1,808 1,878 Small Computer items ramorl or At an 441,1S7 461 488,375 510,88E .'.x 55],BBO .ran all Minor Furniture B Fltlures 101,417 106488 111,812 11703 122,No 128,207 133,976 140,005 Tob4tlminittralive FepenFea wnb,fiaum $ 1,609p1T $ I14791888 $ 1,553,882 $ 1,631,A6 $ I,TW,997 $ I,781p22 $ 1,861,899 $ 1,965,685 Printing St Publiodiom Exprt...se $ 367,BB5 $ 3E6,No $ 405,5. $ 425,873 $ 445,030 $ 465,. $ 405,992 $ 507,862 Pnntint,0ulaitle 0e,vaieuteMaem 104,289 109,ISM 114,979 120728 126161 131,838 13I,]]1 143,970 Notlwa BPda OermKost a,ANm 14,333 15,W9 15,802 18,592 17,339 Utilo 181934 19,786 Pbob precessan 2,.5 2,882 3n28 3T]8 3,321 3p70 3,828 3,788 Exist Prirrting&Publiotion $ 4891252 $ 513,715 $ 53M01 $ 566,381 $ 591A58 $ 61M91 $ W6,323 $ 6TMW Training&Meetings Mee0n9a $ 22"" $ 234,BB4 $ 246.744 $ 259,0M $ 270,739 $ 282,823 $ 2.d. IS 300A58 Tmini� 11 W 830 1226221 1207 532 1351909 1412]45 1476318 1,542,753 1,612,176 Tonal Tnlnln8&Meetlnp cutlmlaem w $ 1,391,633 $ 1,46i $ 1,534276 $ 1,610,989 $ 1,W3pW $ Inail 1 $ 0,8311,107 $ Lintil 3$ A-11 V142p13 RANGE COUNTY SANITATION DISTRICT ATE STUDY ANALYSIS enues and O&M Expandituras 2014 2015 2016 1 2017 2010 2010 2020 2021 Operating Materials&supplies CtiemlcelCwgulanLL Cut Gwu.M waaaulemn $ B.T93,BW $ T,152,559 $ T.N 930 $ INS 692 $ 8.310,318 $ 8.709,213 $ 9,122,255 5 9.565,363 Otor Coal 1231,935 &665561 ll'in OM 9608,215 1ti,069,099 10,552)01 11,059,272 11,.19 Meniscus, 1,175725 1.237,84 1.303,283 1.3n 292 1.439162 IN7I G 1.59&53B 1,655,357 OMmialc- .'Opa. 23,593 24,839 28,153 27,538 28,859 30,245 31696 33,218 Miawllaneo,o Claniwb �veaee reeI V 38437 10467 42,637 44,863 47,017 49,2. 51839 54,117 Gasoline,Least&Oil 624,933 .930 .7. ]29,415 164,427 Sri 119 039,5]3 ..72 Twlc 371,877 391,512 412,223 434 4,8 85,061 45 476,719 40602 623,583 Salary Eguipmeedlmis uc GmM.vnaeie(a. � n5409 816,350 M535 905,4 4 W4 T 8490 ,017 ISO 730 1A91733 Solt',P7M.&Jan.SUPolose <uc Im ♦varbb. n 99,681 104,. 1104% 116,347 121,931 122784 In 917 140,346 Leh Cpemwl5&Supplln 610,119 .2,333 .313 712,IN 746,305 .12. 819,670 859,014 Mix.Operating Supplies 183,04 INW7 202,859 213,600 223,853 234,698 246859 25T,660 Peeps,Tax Fees uc GmM wnaeleoen 1,357 1428 ISM 1,583 1,659 1,739 1,823 1,910 TOOT Operating Material¢&Supple¢¢ Oet GmWr�NAeeIe MM $ 16,9D,915 $ 19,MAM $ nb13,6N $ 22,OM,766 $ 23,155,31S $ 24,266,7M $ 25,431,575 $ 26,652,291 Comretlual5 iolees Solids Removal CaI Im wamele wn w $ 20.024,696 $ 21S81,990 $ 22.197,227 $ 23.372,570 $ 24A4A54 $ 25.670,187 $ 26.902,3% $ 28.10669 Mae WasW Olapwel cuc Gwu.M wWrote Mn 1 42,n1 .0. 1,044479 1,M 7M 1,152,574 1,207,698 1,265,677 1,326,639 GmundaXeegnO INS. n9,.0 In 120 231,775 242,900 254,560 265n8 In 54 Janional 479,000 504,291 No"a 559,083 US 919 61443 643,517 6744W Oubid.Lab SeMws utuRaem 145797 In 087 160T42 168TT9 176,374 14,311 IN 604 201,272 O,p,n Plant Opar Gercdrossurpon Sgt,T39 589,626 619,318 650,284 6n.6 710,In 742,M2 n5475 County InIO.I.I. rernd<w[lnnattn .8789 576n1l NO.0 NO 2. 663880 693755 724,9. 757,597 TempaerySe,1-a 302,633 317 Mr 33&653 .3. IN 101 38 S. .7. 41])82 Stuart,Service¢ 31T 532 391,159 410717 431,253 450.658 an 939 492,131 514277 Me, m 2.061,378 2.164,446 2.272,669 2386,302 S493,666 SAS 902 2.Y13,167 2.845710 Leaa I..M(uabwr4 GercaKorse. (3,SBSIM) (2,560,000) (7,837,500) (8,190,188) (6,55870) ToOI Contractual Services s.$ 21637,382 $ 26,9T9,836 $ 28,394,932 $ 26,3WA57 $ 23,1106,993 $ 21,956,794 $ 26,163,090 $ n,a$663 Pmlesslonal Semites La981 Geraa1.1se. S 494,389 $ 519,109 $ .5,364 $ 572,318 3 598,072 3 624,985 3 en 109 $ 682499 PUEiI&Pmountin0 ardeare271782 2.371 2.639 314,In 328)]9 343,5]5 359,W5 In 192 Engineering 378,885 398,879 419823 439,]4 4%54 4W 233 501,844 524,427 E.A.Scien1de COnaO utmilaxn 117,642 123,524 129700 in 185 142,313 148717 IW410 162403 ERP Support Generelorse., S..prgm ConSutl ardeare 44.NIS 471,M9 495,022 519)]3 543,163 58],fi05 59&147 .19,.3. PLvccacy No. 211,756 222,343 233A60 245,133 HIS 164 267,691 279,T35 292,N6 Industrial Hygiene Sw anmilaxn1 49,017 51468 54,042 58)44 W297 61,9" 4754 67,668 Labor Na9o4811on Soo GervaKorse. I 112,250 117W In,755 In.3 In791 141,901 148,267 15y980 Ober rememirastleal Z. 808,989 954,417 1,W2,138 1,052,245 1,089,S. 1,149,078 1,200,788 1,254,822 Tool Proles¢Ional SeMces $ 2,91ball $ 3,144An $ 3,MW $ 3,466,225 $ 3,62;229 $ 3,M.252 $ 3,956,110 $ 4,134,135 A-12 N42013 RANGE COUNTY SANITATION DISTRICT ATE STUDY ANALYSIS .raves antl0&M Exppntlitures pr a 2014 Fs sor an a Fs an 2016 2015 2016 )2017 2010 2010 2020 2021 Research&Monitoring EnWronmen�el Monllwln9 4vss ar f 274,YB f 2Y716 f 390152 f 318,310 f 33 .. f 316. f Y0. f 3]9,599 An OuuIM.ni.n, crwalurtemmm 91,17 2 95,)31 100,518 105,503 110,293 1162% 120,43 125,862 paeans, cerc+i castmilaum 436155 C58069 4Y,971 U5,019 52),)05 551 AY 5]8.311 W2,245 Gerfalconlm. Total Resurd&Monitoring $ 602,395 $ Ni $ Ya1691 $ 92SA $ 970,672 $ 1,014,352 $ 1,059,998 $ 1,I07,696 Repalrs&Malntenanee Meletlala 85ervirea <1 '.m f 6.Y3,M6 f 9,39,831 f 9, 9 . f 142Y,933 f 10,M130 f 11,338,DY f 11,9O4,936 f 1A500,185 Bervlce Mel nL A9rreme,. 2,OBB,BY 2,1]2A01 2,2Y,916 2,.,981 2,514,709 2,WO,MS 2,])2,iH] 2,911,090 TOMI 9epMrs&Melntenenee $ 10,952,506 $ 11,500,131 $ 12,075,138 $ 12,673,895 $ 13,31;839 $ 13,9nA81 $ 14,677MS $ 15,411,276 utilities Tele...II oa �f 303,905 f 313.5 f 335,585 f 351 Afl f 36T,83864� f 308. i 401075 f C19.9 Dlasal Fa Ganarebrs mtimmxi 19,60) 20,597 21,61] 22,698 23719 24786 25,902 2),06) NaWral Ges nitr �Wlip,Mn 411,697 033,Bf5 456 702. 5 480 761057897 5Y,636 .1716 5ur123,Y) 5)9,929 Win,Electricity 8,008,089 1,Y8,202 1,]02,9]0 ],OS],W3 ],398,8]6 ]j18232 1,01062 1,767160 Water 1,2Y,089 1,3CC,O9C 1,C11,298 1,C01,863 1,548,647 1,618,232 1,691,052 1j6),150 mm Total OtllMes $ B4OYA2fi $ 8.Y9.fi32 $ 8.927.533 $ 9,395,Y0 $ 9,8WA22 $ 10,306,9i3 $ 30,]95,595 $ 11,3W,i2B OtM1er Operrtin¢Costa Outude Equip Rental f S,M1 $ 5,713 $ 5,999 $ 6,299 $ 6,582 $ 6,878 $ 7,188 $ 7,511 Insunnw Premium. wtomam 3C,312 36,028 37,929 39721 61,508 s*3)8 45,328 67,368 In-Lieu lnaunnw Premium Germl<atamaem 1,2)Cp52 1,308175 1,405,Yf 1,075,338 1,Sft 728 11611 pY 1.683Y6 1]59,Y6 're". 8],Y9 91737 Y,32a 101,140 ID5,691 110,. 115,418 120,611 Mix.Operabng Expense 10C,511 193,737 203,024 213,595 223,207 233,261 243)0] 2U716 unwnaai5le ncwama asimlwa, - - - - - - - - p,wabryOpurat"F.as Geraalfatumrom 883,303 71708 75 3al )91,008 826,603 NO so, 902,672 .3,2. Total Other Operating fmli $ ZM,388 $ y38y857 $ ;503,000 $ W7,100 $ ZM5,320 $ ;86&859 $ 2$97,953 $ 3,132866 General Manager P=l6 anry f 314.493 f 382.]18 f 401.85 f <21.9.] f «Oi93. f 460.]]6 f 481,511 f 503i99 Pray mnapprwia0on 3W,093 32,718 401,854 d21,. 440,9% 460,]]6 481,511 .17. TOGI General Manager $ ]18,Y) $ )65A3fi $ Y3,)IIB $ 863,Y3 $ A. $ 921,553 $ 963,022 $ 1,W6,3Y A-13 1/1M2pt3 RANGE COUNTY SANITATION DISTRICT ATE STUDY ANALYSIS enue6 and Odif Eapenditums 2014 2015 2016 c ]201] told 2019 2020 202l OFM1er Non-0aerdi m Guerinlereel Expense $ - 3 - $ - $ - $ - $ - $ - $ Laae on cbmled'm_n 1i61 2.5. 2,713 2,8,19 2,977 3,111 3,251 3,397 OMer Non-Opn E::penae anl^aadm 90,90T 95,494 111 261 115,282 111111 114,911 121141 125,111 CalMIGreMe-Mem0er P0endea oerml<on LmaBm Ee9W m]m to me BpeMlmryBeeu TeMI OtM1er NenOpeMing $ 93p08 $ 98,078 $ 103,982 $ 108,131 $ 11;997 $ 118p8i $ 1;3,395 $ 1L,9C8 �talaatlarn: ��I Co.labubr $ (17AEda69) $ (18,329.702) $ (19.246.18d) $ (2o.208.497) $ (21.117.e18) $ (22.Dd8.184) $ (23Ad1,262) $ (24.089.009) Tonal Con Alloatlon: $ (I7A58,859) $ (18,329,702) $ (19,246,188) $ (20,208A97) $ (21,17,879) $ (22,064,I8E) $ (23,061,252) $ (241M.0(9) Adlustmen6: Lacela—1 Mdnreleace [Fmm Local garner] $ 2.300,105 $ 2.392,110 $ 2.487IN $ 2.507,306 $ 2.690,798 $ 2.nB 430 $ 2.910,367 $ 3.026,782 Laaldawerc.M.Flup—aM IF.Local Sewn) 4115,963 4.192,566 4.273,591 4.M2,109 4.4U 565 4.513,936 4.W 013 4.M 690 Tonal A4luslments: $ 2,300,1D5 $ 5,9Y,357 $ fi,.1,3115 $ 6,919,415 $ 7,125,363 $ 7,312,366 $ 7,5%,380 $ ),710,4)2 Repleament Funding: Io:Ferl LIh, II IJNPNpuUT) Total Replacement Funding: $ $ $ $ $ $ $ $ %ffinsurana DIMu'aSOare iw anmal�I I.M900 $ 2.212AW $ 2.212AW $ 2.212AW $ 2.212AW $ 2.212,000 $ 2.212AM $ 2.212AM Tonal s 4eral CanimaN Self insurance $ LT28.9o0 $ 2•21;000 $ 2•21;o00 $ 2•21;000 $ 2•21;000 $ 2•21;000 $ 2•21;000 $ 2,312p00 Operating Expenditures C ndaaj ERmwa $ 148]58416 $ 157,250,148 $ 165,011,571 $ 169,574,316 $ 173,948,395 $ 182.298A28 $ 191,045,925 $ 2M,2149 di—A.—Lanad - - - - - - - RaplammmlFUMtrq " Laal dower CegtlR Iaxnem 6A16089 B.584678 B.]81,385 B.M415 7.125,363 7.312,366 7.50I,380 7.710472 BM imvsu 1R8,900 2.212,000 ?212000 2,212000 2.212,000 2,212000 2,212000 2,212000 Total Operating E:mendltums $ 156,90;404 $ 166,047,126 $ 173,9M,957 $ 1)8,M5,)31 $ 1B3,285d58 $ 191,821,192 $ 2W,T65.305 $ 210,137,394 A-14 111.013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS REVENUE REQUIREMENTS CASH FLOW SUFFICIENCY TEST FY 413 FY M14 event event FY2011 even. FY2019 "and Revenues 2014 2015 2016 2017 2018 2019 20M 2021 User Charges $ 295,383,899 $ 310,537,308 $ 3181 $ 322,055,821 $ 325,326,152 $ 334,20 ,664 $ 343,319,367 $ 352,689,084 Other Operating Revenues 14,954,392 17,458,613 17,069,730 16,104,440 14,967,038 16,619,424 18,349,826 18,360,101 Non-0perating Revenues 64,025,000 6T,226,250 T0,58T,563 T4,116,941 TT,822788 81,713,927 85799,623 90,089,605 Inn-District Revenues - - - - - - - - Local Sewer Service Operating Revenues 2,300,105 2,1M,577 2,487,794 2,587,306 2,690798 2798,430 2,910,367 3,026782 Se8-Insurence 1,728,900 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 Total Revenues $ 378,392,297 $ 399,560,70 $ 411,203,101 $ 417,076,507 $ 423,018,726 $ 437,544A46 $ 452,591,183 $ 466,397,521 FY.13 FY Mts 6 2016 led. 6 2017 led. 6 2019 lead Expenditures 2014 2015 2016 2017 2018 2019 2020 2021 Ongoing Operating Expenses Operating Expenses $ 148,756,416 $ 157,250,448 $ 165,011,571 $ 169,574,316 $ 173,948,395 $ 182,296,826 $ 191,045,925 $ 200,214,922 ONen Opeman,Expenses Self-Insurance 1728,900 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 Debt Service 98,450,106 85,802,517 86,W,86T 9g945,T92 87,00,1,925 85,43g300 85,457,317 85,338,680 Miscellaneous Capital - - - - - - - - Replacement Funding - - - - - - - - RateFundedCapitallmprovements 16751772 45970665 70223571 103774203 107 053815 Subtotal Expenditures $ 2A8,935,422 $ 245,264,965 $ 253,3N,439 $ 279A83,880 $ 309,135,985 $ 340,36;697 $ 3UA89A" $ 394,819,417 Total Expenditures $ 2481 $ 2",264,965 $ 253,30,439 $ 279,481 $ 309,135,985 $ 340,162,697 $ 381 $ 3941 Operating Expenditure Surplus lDeOcieni $ 129,456.875 $ 154,295783 $ 157,8U,662 $ 137,592,627 $ 113,882790 $ 97,381,749 $ 70,101,737 $ 71,578,155 A-14 1/1412013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS REVENUE REQUIREMENTS BOND COVERAGE TEST s s Is"I. FY2015 event evens even. FY2019 events Allowable Revenues 2014 2015 2016 2017 2018 2019 20M 2021 Operating Revenues $ 295,383,899 $ 310,537,308 $ 318,847,015 $ 322,055,821 $ 325,326,152 $ 334,200,664 $ 343,319,367 $ M2,689,084 Other Operating Revenues 14,954,392 17,328,811 16,927,174 15,952,806 14,80 ,U6 16,419,897 18,10 ,675 18,127,186 Non-Operating Revenues 64,025,000 67,226.260 70,687,563 74,116,941 ]],8M,188 81,713,927 85,799,623 90,089,605 Intre-District Revenues - - - - - - - - Local Sewer Service Revenues 2,300,105 2,126,5]] 2,487,794 2,587,306 2,60,798 2,]98,430 2,910,367 3,026,782 Self-Insurance 1,728,900 2212,000 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 2,212,000 Capital Revenues 2,4M,000 2,714,000 2,541,000 11,18$000 119WI000 1,288,000 9,065,000 ]]3,000 SCFCC Revenues (157(H34) 23510 25979 28055 g9859 (556550) (586543) (61]]44) Total Revenues $ 380,08,613 $ 402,368,456 $ 413,628,525 $ 428,135,928 $ 424,836,2A3 $ 438,076,368 $ 460,829,489 $ 466,299,913 Pstals rY M14 FY2015 12s18 121117 Iss15 12O19 Issas ExcenEkures 2014 2015 2016 2017 2018 2019 2020 2021 Ongoing Operating Expenses $ 15Q485,316 $ 159,462,MB $ 167,223,571 $ 1]1,]86,316 $ 176,16Q395 $ 184,508,826 $ 193,257,925 $ 202,426,922 COP DeM Coverage Requirement' 123,062,632 10],253,14] 107,681,084 113,682,240 108,]55,15] 106,787,875 106,821,647 106,673,350 Junior Lien Debt Coverage Requirement° Total Expen0itures $ 2]3,54],948 $ 2",715,595 $ 274,904,655 $ 285A68,557 $ 284,916,551 $ 291,296,701 $ 300,0]9,5]2 $ 309,10),272 Bond Coverage Surplus(DefmiencY) $ 107,140,665 $ 135,452,861 $ 138,723,870 $ 142,667,371 $ 139,919,691 $ 146,]]9,667 $ 160,749,917 $ 157,199,641 (1)Oebtm emgere0vir antmustequal'atleastto,,—of125%Oth,Moximum AnnualOebt.n ire anal)Shod,Fanty Obligotions and Contacts outstandin0 herthe issuance adsuch Panty Obligations... (2)Policy driven movage objective o)2.0x. A-15 1/1412013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS REVENUE REQUIREMENTS REVENUE REQUIREMENT&RATE IMPARS FY 2aI FY2015 FY 2016 1 111 "Y ont "Y out 12.0 REVENUE REQUIREMENT 2014 2015 2016 2017 2018 2019 2020 2021 Total Revenue DefciencY $ - $ - $ - $ - $ - $ - $ - $ - Reserve Defclency FY.,a FY"I. FY 2015 FY 2016 FY 2011 FY 201. FY2019 FY stop Rate Increases(Fiscal Year Basis) 2014 2015 2016 2017 2018 2019 20M 2021 Calculated Rate Increase 0.00% 000% 0,00% 0,00% 0.00% 0,00% 0,00% 0,00% Increase to Preserve Policy Reserve Target 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Manual Rate Increase-Input 4.80% 2.4M6 2. 0 2.40% 2. 0 2.40% 2. 0 2. 0 FY 201a FY M14 fY 2015 FY2016 FY2017 12010 12019 FY 2020 2014 2015 2016 2017 2018 2019 2020 2021 RATE INCREASES(Fiscal Year Basis) In,flad Mcreaee Intuited Increase InpuRed Increase Inpuffed Increase Inputted Increase Inputted Increase Inputted Increase Inputed Increase Total Annual Rate Increase 4.80% 2.40% 2.40% 2.40% 2.40% 2.40% 2.40% 2A0% cumulative Rate Increase 4.80% 7.32% 9,89% 12.53% 1523% 17..99% 20.83% 23.13% FY M13 FY 2014 FY2015 12010 FY209 1201a FY2019 12@0 2014 2015 2016 2017 2018 2019 2020 2021 3 4 5 6 l 8 9 10 USER RATE $ 3M.11 $ 315.51 $ 323.08 $ 330.83 $ 338.77 $ 346.90 $ 355.23 $ 30.75 USER RATE TO THE NEAREST QUARTER) $ 308.00 $ 30.50 $ 323.00 $ 330.75 $ 338.75 $ 347.00 $ 355.25 $ 30.75 1.13 FY M14 FY2015 FY2018 FY2017 FY2010 FY2019 FY2020 2014 2015 2016 2017 2018 2019 20M 2021 Net Osh Flaw After Rate Increase $ 143,635,302 $ 161,748,698 $ 165,486,991 $ 145,322,966 $ 122,690,618 $ 105,402,565 $ 78,341,402 $ 80,042,693 A-16 111412013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS Functional Allocation 8 Rate Calculation In ut Ycer 014 PUNT-IN E%PENDRUREB Functional Coat Allocation Allocation of Plats-In4tervica Original Goat Flow SOD T33 AS All Others N. Land $ 19,217,000 100% HAa Omen Construction in Progress 1,258,267,000 34.9% 52.9% 12.2% 0% HQP-ceetwoaw Sewage Collection System 346,959,000 90% 10% 0% 0% HcNlemon Sewage Treatment System 639,790.000 33% 41% 26% 0% HcIP-TreaNwnl Roecw Effluent Disposal 44,136,000 100% 0% 0% 0% HEflluent asperal Saws Disposal 356,000 0% 45% 55% 0% M.eftbleponl General and AdminlshMlxe Facllllem 88,660,000 100% HaI ONm Assets A,ulred In Excess of Book Value 3,537,000 100% Hut ONee Subtotals: $ 2,400,922,000 $ 1.005.912.804 $ 962.360,889 $ 321234,307 $ 111,414,000 'HNJme$2011 Re-Allocation of'As All Others': 48,950,591 46,831,230 15,632,179 Total Allocation: $ 1,054,863,394 $ 1,009,192,119 $ 336,866A86 A-15 111412013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS Functional Allocation&Rate Calculation Unit Prouss Ex enat is $ 135,941,826 Year 0 costs Functional Cost Allocation Allocation of Operating Expenses %of Laete 2014 Flow Boo TSS As Alf of pre xa.e: ONGOING O&M EXPENDITURES Preliminary TreaOnent-Plant#1 2.6% $ 3,485,08] 75% 5% 20% 0% eateed...'recation95ms Primary Treatment-Plant#1 3.1% 4,195.028 15% 25% 60% 0% aepdmary aedim+ntatm,auocauon 95m6 Secondary Treatment-Plant#1 1.7% 2.3]08]1 0% 100% 0% 0% aewma,camm.n.9ea6 Effluent Disposal-Plant#1 0.0% 44,786 100% 0% 0% 0% a a emuem dbwsix Tess Solids Handling-Plant#1 -Solids Handling 2.7% 3,734,380 0% 25% 75% 0% +11 haodiay 95me -Solids Disposals 68% 9.194394 0% 45% 55% 0% asso,dsidapowleal Cc-Genudishi Facilities-Plant#1 3.0% 4,011,074 0% 25% 75% 0% as di9eaeas ed a at Sixas U0ity Units-Plant#1 0.6% 813,867 100% +:aumaim Electrical Distribution-Plant#1 0.5% 660,806 100% asall otaim Miscellaneous Buildings-Plant#1 22% 2,991,611 100% aaauonars Preliminary TreaMent-Plant#2 1.1% 1,471,736 75% 5% 20% 0% aalreadwdX .'—scrIsms Primary Treatment-Plant#2 2.6% 3,573,061 15% 25% 60% 0% as primary sedlmnmtion allocation Me Secondary Treatment-Plant#2 12% 1,617,406 0% 100% 0% 0% +cawneary wdlmamamn sass Oxygen Generation Facility(Air Product) 0.3% 356,681 0% 100% 0% 0% cwmedraraop Effluent Disposal-Plant#2 0.3% 408,258 100% 0% 0% 0% a a emuem dispose sees Splice-Plant#2 -Solids Handling 3,4% 4,693,661 0% 20% 80% 0% + handout 95me -Souris Disposals 66% 8,941,669 0% 46% 55% 0% asso,dsinspowleal Central Generation Faulty-Plant#2 3.3% 4,452,178 100% as all otters U0ity Units-Plant#2 1.2% 1,680,569 100% +:+n olnem Electrical Distribution-Plant#2 02% 330,060 100% Miscellaneous Buildings-Plant#2 0.5% 627,162 100% External Location 0.0% 136 100% aaauolners Nencea 0.1% 153,762 100% as ell ouaim North County Yard 0.1% 116,248 100% ae all stairs Revenue Area 13 0.0% Ill 90% 5% 5% 0% adwyeastion&divernomaose Revenue Areal 0.0% 66,783 90% 5% 5% 0% assollestanildWarsonsfires Revenue Area2 0.4% 539,822 90% 5% 5% 0% asmueelonadaenbneyes Revenue Area3 2.7% 3A65,919 90% 5% 5% 0% a rdliesnbda+mun AVA Revenue Area 13 0.8% M13 1 90% 5% 5% 0% avalealonadaers-vane Revenue Area 1.3% 27 90% 5% 5% 0% awuwtlonaeaersmneame Revenue Area 0.1% 15 90% 5% 5% 0% aswuetllonbd6ismars m5 Revenue Area] 10% 52 96% 5% 5% 0% rdineonadaersun95re6 Revenue Area ll 1.1% 10 90% 6% 5% 0% awneulonadaersuna5re5 Joint Revenue Areas 39.5% 22 100% a wuealon a daersmn e5mi Nan Area Speo'dic 9.1% 09 100% a a w xuion a diversion e5mi subbtals: f00X 28 $ 14A04936 $ 18.057,634 $ 25.618.144 $ ]],861,109 Re-Allocation of"As All Others': 19,310.789 24,20],4]4 34.342,846 Total Allocation: $ 331 It 42,265,109 $ 59,960,991 (1)"AeN renal emtlere r .—.d based m I scu l malalldc+non ro wiles.—stinsb A-16 1114l2013 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS Functional Allocation 8 Rate Calculation Ev ma Functional Allocation Expenditures 2014 Flow BUD T55 Ongoing Operating Expenses Operating Expenses $ 148,766,416 25% 31% 44% 0% Hneamem E.peMbne Other Comeing Expenses Self-Insurance 1,728,900 15% 29% 26% 0% Fumrecle(apfaapal) New Debt Service - 45% 29% 26% 0% fumes cw(Mtheasl) Existing Debt Service(1) 98,450,106 38% 41% 21% 0% Debt sewlre wel9herevrs, Miscellaneous Capital - 44% 34% 22% 0% HCIP Replacement Funding - 44% 42% 14% 0% HEleel chance Rate Funded Capital Improvements - 45% 29% 26% 0% rumescw(01.021) Band Coverage(above Cash Flow Needs) - 14% 34% 22% 0% Hch, Pi Driven Rate Increases(Decreases) 143,635,302 45% 29% 26% 0% Fum2DIP(1013-101) Less Off-Seffing Revenues Revenues from other Districts and Urban Runoff (1],932,202) 100% Assn ben Other operating Revenues (14,954,3an 100% Hail omen Non-Operating Revenues (64.025.000) 100% As omen Intra-Dinnet Revenues - 100% As a whena Local Sawar Operating Revenue (2,300,105) a Mel 100% Henobm Self-Insurance 1,]28,900 100% Henabm Sidelong. E 291,630,124 $ 139,255,917.5 $ 129,872,610 $ 123,442,197 $ (100,940,600) Re-Allocation of"Aa All Othen': (35,806,480) (33,393,777) (31,7a0,343) Total Allecatlon: $ 291,630,124 $ 103,N9,43] $ 96,478,833 $ 91,701,854 (1)Exleure 0Mt wrvtre,Lbwlbn Ic the wmgMM avenge en OeM eervlu samen s MMM to exbmp uereue newly Ircum4 dem RATE CALCULATION Flow Boo T58 Cast Allocelian $ 103,449,437 $ 96,470,033 $ 91,701,054 Total Flow Total B.O.D. Total T.S.S. nabade9 (me) (low Customer Information 74,155,945 161,970,049 156,303,931 $11,000 gals $1Ibs B.00 $I lbw TSS Unit Costs $1.3950 $0.5956 $0,5867 Game, B.O.D.(mg4) T.S.S.(mg0) E4ulvalent Dwelling Unit 210 251 256 1,000 GaIli B.O.D. I Yr. T.S.S.(lb.)/Yr. 162 163 Total Flow i Boo T58 Annual Charge par EDU $ 290A i$ 1OB]3 1$ 98.]81$ 95.89 A-1] 111412013 Appendix B USER CATEGORIES January 2013 B-1 pwl/QmhvLbcwrcn6LtieMChOCS69N9Ap4RIM1sredesMM14A<renucMdPe¢SodYGacx UTQQ ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS USER RATE CATEGORIES FY]A13/2014 � EDU Annual Rate $308.00 Percentage of SFR Use Codes Description Per 1,000 SF or Unit User Rates 1 VACANTLAND 0% $0.00 5 COMMON AREA PARCEL 0% $0.00 6 "HOLD"PARCEL 0% $0.00 8 EQUIV TO VACANT 0% $0.00 121 PARCEL OF MINIMAL OR NO VALUE 0% $0.00 122 SUBSURFACE PARCELS 0% $0.00 124 OIL/MINERAL RIGHTS 0% $0.00 125 MINERAL RIGHTS EQUIPMENT 0% $0.00 126 VACANT COMMON AREA-IMP ALLOC 0% $0.00 201 HOMEOWNERS EXEMPTION ADD'N 0% $0.00 666 UNASSIGNED VACANT 0% $0.00 222 OFFICE CONDOS W/OUT INDIVIDUAL BTHRMS 0% $0.00 444 LA MIRADA TRACT(INCLUDES LOCAL FEE) 0% $0.00 777 SEPTIC TANK PROPERTY 0% $0.00 112 STEEL BUILDING 7% $21.56 113 MINI-WAREHOUSE 7% $21.56 58 NURSERIES(PLANTS) 10% $30.80 100 DRIVE-IN THEATER 10% $30.80 44 LUMBER/CONSTR MATL YARD 17% $52.36 71 PARKING GARAGE 17% $52.36 72 PAVED PARKING LOT 17% $52.36 110 WAREHOUSE-SINGLE TENANT 17% $52.36 111 WAREHOUSE-MULTI TENANT 17% $52.36 115 RECREATIONAL VEHICLE STORAGE 17% $52.36 116 TRUCKTERMINAL 17% $52.36 33 CHURCH BUILDINGS 20% $61.60 94 DEPARTMENT STORE 23% $70.84 95 DISCOUNT STORE 23% $70.84 96 UNATTACHED SINGLE STORE 23% $70.84 97 STRIP STORE 23% $70.84 36 FINANCIAL BUILDINGS 27% $83.16 74 RECREATION VEHICLE PARK 27% $83.16 40 HEALTH CLUB 29% $89.32 68 HIGH RISE OFFICE 30% $92.40 21 AUTOMOBILE DEALERSHIP 41% $126.28 22 AUTO REPAIR SHOP 41% $126.28 23 AUTOMOTIVE SERVICE 41% $126.28 24 USED CAR LOT 41% $126.28 39 GOLF COURSE 41% $126.28 57 MOTORCYCLE/SMALL VEHICLE BLDG 41% $126.28 65 SINGLE OFFICE BLDGS TO 3 STORIES 41% $126.28 66 SMALL OFFICE CENTER 41% $126.28 67 OFFICE COMPLEX 41% $126.28 69 CONVERTED RESIDENCE TO OFFICE 41% $126.28 83 AUTOMOTIVE SERVICE STATION 41% $126.28 34 MARINE SERVICE STATION 41% $126.28 86 COMBIN:SERVICE STN/CONVIENCE MKT 41% $126.28 B-1 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS USER RATE CATEGORIES FY]A13/2014 � EDU Annual Rate $308.00 Percentage of SFR Use Codes Description Per 1,000 SF or Unit User Rates 7 MOSILEHOME 50% $154.00 55 MOBILE HOME PARK 50% $154.00 107 LIGHT INDUSTRIAL-SINGLE TENANT 50% $154.00 108 LIGHT INDUSTRIAL-MULTI TENANT 50% $154.00 109 RESEARCH AND DEVELOPMENT 50% $154.00 114 INDUSTRIAL PARK 50% $154.00 37 FRATERNAL BUILDINGS 51% $157.08 101 UNATTACHED THEATER 51% $157.08 26 AIRPORT AND RELATED 53% $163.24 45 MARINAS 53% $163.24 88 CONVENIENCE SHOPPING CENTER 53% $163.24 3 TWO OR MORE SFR 70% $215.60 10 DUPLEX ONLY 70% $215.60 11 TRIPLEX ONLY 70% $215.60 12 04-UNITS ONLY 70% $215.60 13 5TO 16 UNITS 70% $215.60 14 17 TO 25 UNITS 70% $215.60 15 26-40 UNITS ONLY 70% $215.60 16 41-99 UNITS ONLY 70% $215.60 17 100 OR MORE UNITS 70% $215.60 18 A MIX OF FORMS 70% $215.60 56 MOTELS AND MOTOR HOTELS 70% $215.60 63 LOW RISE RETIREMENT BUILDING 70% $215.60 64 HIGH RISE RETIREMENT BUILDING 70% $215.60 81 PRE-SCHOOLS,NURSERY OR CARE 82% $252.56 82 PRIVATE SCHOOLS 82% $252.56 98 STORE WITH OFFICES OR LIV OTR 82% $252.56 99 STORE W/OFFICE UPSTAIRS 82% $252.56 118 GOVERNMENTAL USE 82% $252.56 19 SFR WITH 1 OR 2 RENTALS 85% $261.80 34 DORMITORY 97% $298.76 42 HOSPITAL 97% $298.76 43 HOTEL 97% $298.76 000 CONVERSION-RURAL 100% $308.00 2 ONE RESIDENCE 100% $308.00 4 MISC IMPROVEMENT 100% $308.00 85 COMBIN:SERV STN/RESTAURANT 100% $308.00 103 CHEMICAL TANK AND BULK STORAGE 100% $308.00 104 FOOD PROCESSING PLANT 100% $308.00 105 COLD STORAGE PLANT 100% $308.00 106 FACTORY 100% $308.00 B-2 ORANGE COUNTY SANITATION DISTRICT RATE STUDY ANALYSIS USER RATE CATEGORIES FY]A13/2014 � EDU Annual Rate $308.00 Percentage of SFR Use Codes Description Per 1,000 SF or Unit User Rates 119 PUBLIC UTILITY 100% $308.00 120 WATER MUTUAL OR COMPANY 100% $308.00 888 CONVERSION-COMPOSITE PROP 100% $308.00 32 CEMETERY&RELATED 101% $311.08 38 FUNERAL HOME 101% $311.08 60 NURSING HOME 102% $314.16 61 CONVALESCENT HOSPITALS 102% $314.16 62 CONVERTED RES USED AS NURSING 102% $314.16 28 BOWLING ALLEYS 112% $344.96 92 SKATING RINKS 112% $344.96 50 SINGLE MEDICAL SLOGS TO 3 STORIES 124% $381.92 51 SMALL MEDICAL CENTER 124% $381.92 52 MEDICAL CENTER COMPLEX 124% $381.92 53 HIGH RISE MEDICAL 124% $381.92 54 CONVERTED RESIDENCE TO MEDICAL 124% $381.92 89 NEIGHBORHOOD SHOPPING CENTER 139% $428.12 20 AMUSEMENT PARKS 144% $443.52 35 ENTERTAINMENT CENTER 144% $443.52 73 RECREATION 144% $443.52 30 COIN OPERATED CAR WASH 151% $465.08 47 SUPERMARKET 151% $465.08 48 CONVENIENCE MARKET 151% $465.08 224 NIGHTCLUB 200% $616.00 90 COMMUNITY SHOPPING CENTER 226% $696.08 76 RESTAURANT-TAKE OUT 300% $924.00 77 RESTAURANT-COFFEE SHOP 600% $1,848.00 78 RESTAURANT-DINNER HOUSE 600% $1,848.00 79 RESTAURANT-CONVERSION FROM SFR 600% $1,848.00 29 CONVENTIONAL CAR WASH 796% $2,451.68 223 LAUNDROMAT 1800% $5,544.00 B-3 BOARD OF DIRECTORS Meeting Dare I TO%30/f Dir. ol/z /13 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager CIP Project Manager: Hardat Khublall SUBJECT: BITTER POINT FORCE MAIN REHABILITATION, CONTRACT NO. 5-58 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $95,000 for the Bitter Point Force Main Rehabilation, Contract No. 5-58, for a total project budget of$44,385,000; B. Approve a Professional Consultant Services Agreement with Black & Veatch to provide construction support services for an amount not to exceed $596,301, for the Bitter Point Force Main Rehabilitation, Contract No. 5-58, to support the Santa Ana River Levee and In-Plant Repairs, Phase 2; and, C. Approve a contingency of $59,630 (10%). SUMMARY This is the second phase of a two-phased project to mitigate settlement along the Santa Ana River Levees and Plant No. 2 that resulted from the installation of a microtunneled casing as part of the original Bitterpoint Force Main Rehabilitation, Contract No. 5-58. These repairs are a follow up to the Phase 1 Emergency Repairs project completed in 2011. Responsibility for the costs associated with repairing the affected soils is under dispute with the Contractor, and the parties are currently litigating this issue. The Orange County Sanitation District (Sanitation District) will pursue cost recovery for all incurred costs. Black & Veatch has successfully furnished engineering services for the design of Contract No. 5-58 and their engineering support services during construction will provide continuity through the completion of the project. The proposed construction services include construction monitoring, geotechnical inspection and testing, reviewing submittals, answering Contractor's Requests for Information, reviewing design changes, preparing record drawings, and closeout of the project. A budget increase is needed for this item. This work was previously budgeted prior to completion of the design and before the scope of the repairs was known. The level of effort required in this construction support services contract exceeds the budgeted amount. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS June 2012 — Authorized the General Manager to negotiate a Professional Consultant Services Agreement with Black & Veatch to provide construction support services for the Bitter Point Force Main Rehabilitation, Contract No. 5-58, to support the Phase 2 Santa Ana River Levee Repairs and In-Plant Restoration. August 2011 — Approved a contingency increase of $480,000 to the Professional Design Construction Support Services Agreement with Black & Veatch Corporation to provide additional engineering design services for the Phase 2 Santa Ana Levees Restoration for a total contingency of$600,000. September 2010 — Received and filed Addendum No. 1 to the Final Environmental Impact Report for the Newport Trunk Sewer and Force Mains; approved a project budget increase of$5,506,800 to Newport Sewer and Force Mains, Bitter Point to Coast Trunk Sewer, Contract No. 5-58, for a total budget of $31,389,800; and Adopted Resolution No. OCSD 10-16, Authorizing Emergency Repairs to the Santa Ana River Levees and Ratifying the General Manager's Use of Emergency Purchasing Authority Pursuant to Delegation of Authority Resolution 07-04 Section 6.03(J), and finding a continuing need to: Negotiate and Award a Professional Design Services Agreement to Black and Veatch to provide engineering services for said project, for an amount not to exceed $1,200,000 and approved a contingency of$120,000 (10%). July 2008 — Approved a Professional Consultant Services Agreement with Black & Veatch Corporation for Construction Support Services for an amount not to exceed $973,463. April 2007 — Approved Amendment No. 1 to the Professional Design Services Agreement with Black & Veatch Corporation for an additional amount of $120,082, increasing the total PSA contract amount not to exceed $1,138,989. April 2007 — Authorized staff to commence negotiations with Black & Veatch Corporation for support services during the construction, commissioning, and closeout phases of Contract No. 5-58. December 2003 — Approved Professional Design Services Agreement with Black & Veatch Corporation for an amount not to exceed $1,018,907. ADDITIONAL INFORMATION The design and construction restoration work has been implemented in a phased approach according with the following: 1. Phase 1 was issued for the design and construction support services under emergency purchasing authority to stabilize the Santa Ana River Levees to provide flood protection during the 2010 rainy season. Page 2 of 3 2. Amendment No. 1 to the emergency agreement with Black & Veatch was issued to complete the design of the Santa Ana River Phase 2 repairs. 3. In early 2012, the Scope of Work has changed to include the additional design of the In-Plant Restoration work in order to include all remaining repairs in the same construction project. 4. The new Professional Consultant Services Agreement requested in this action will provide for the construction oversight, construction monitoring and confirmation of success in the implementation of the design recommendation, and for closeout services for the Santa Ana River Levees and for the In-Plant work. CEQA The Final Environmental Impact Report (EIR) for the Replacement of Newport Trunk Sewer and Force Mains, Contract No. 5-58, was certified by the Sanitation District's Board of Directors on April 27, 2005. The Notice of Determination was filed with the State Clearinghouse on April 28, 2005. Addendum No. 1 to the Newport Sewer and Force Mains EIR, for the implementation of the Emergency Repairs to the Santa Ana River Levees, is retained in the Sanitation District's official files for internal reference. The Phase 2 restoration of the Santa Ana Levees required preparation of a CEQA document to implement the work. The restoration measures, however, do not result in any new or substantially more severe significant impacts that were not previously considered or addressed in the 2005 EIR or in Amendment No. 1. Therefore, an Initial Study/Mitigated Negative Declaration document was prepared in accordance with the conditions described in Public Resources Code Section 21166 or CEQA Guideline Section 15162 requiring preparation of a subsequent EIR or negative declaration. The Initial Study/Mitigated Negative Declaration was certified by the Sanitation District's Board of Directors on December 21, 2011. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted and the budget is in-sufficient for recommended action (FY2012-13 Section 8, Page 29). Date of ADDroval Contract Amount Continnencv 01/23/13 $596,301 $59,630 (10%) ATTACHMENT The following attachment(s)maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: PCSA Agreement, Black & Veatch (17 pages) HK:dm Page 3 of 3 PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 23' day of January, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and BLACK&VEATCH CORPORATION, for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for the construction of soil remediation in response to settlement resulting from the tunneling under Bitter Point Force Main Rehabilitation, CONTRACT NO. 5-58E; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the Delegation of Authority (DOA) Section 5.7 (f)and (g)for the selection of Construction Support Services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on January 23, 2013, the Board of Directors, by Minute Order, approved this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK. CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as"Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of professional engineering practice for clarity, uniformity, and completeness. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION _1_ C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of 30 days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION. Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Ninety Six Thousand Three Hundred One Dollars ($596,301). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and subconsultant(s)fees and costs shall not exceed the sum set forth herein, broken down as follows: PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -2- CONSULTANT SERVICES INCLUDING: CONSULTANT: BLACK&VEATCH CORPORATION Raw Labor $ 112,030 Fringe Rate 50.7% 56,799 I%x Raw Labor) Burdened labor $ 168,830 (Raw Labor+Fringe Rate) Overhead 105.5% $ 178,116 (%x Burdened Labor) Subtotal $ 346,946 (Burdened Labor+Overhead) Profit 9.78% $ 33,931 (%x Subtotal) Total Direct Costs, not to exceed 50,000 TOTAL-"CONSULTANT" Consulting Services, not to exceed $430,877 SUBCONSULTANT "A": FUGRO CONSULTANTS, INC. Raw Labor $ 17,846 Fringe Rate 42.7% 7620 I%x Raw Labor) Burdened labor $ 25,466 (Raw Labor+Fringe Rate) Overhead 166.4% 42,375 (%x Burdened Labor) Subtotal $ 67,840 (Burdened Labor+Oved,ead) Profit 10.40% $ 7,059 (%x Subtotal) Total Direct Costs, not to exceed 35,801 TOTAL - Subconsultant "A" Consulting Services, not to exceed $ 110,700 Subconsultant under $100,000 ESA 54,724 GRAND TOTAL for Consultant Services, not to exceed 596.301 PCSA CONTRACT NO.5-58E Revised 11117/10 BITTER POINT FORCE MAIN REHABILITATION -3- For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with Subconsultant services above. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant, total compensation on an hourly-rate basis per attached schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges, in an amount not to exceed Fifty Four Thousand Seven Hundred Twenty Four Dollars ($54,724). Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. B. Labor. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in Section 5, Payment, of this Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 12 Audit Provisions. D. Overhead. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT for overhead at a rate equal to 105.5% of burdened labor paid by CONSULTANT pursuant to Compensation Section hereof. The SANITATION DISTRICT shall compensate Subconsultant A for overhead at a rate equal to 166.4% of burdened labor as shown in Compensation Section hereof. E. Profit. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay a profit of Thirty Three Thousand Nine Hundred Thirty One Dollars ($33,931)for all services rendered by CONSULTANT for this project. PCSA CONTRACT NO.5-58E Revise 11/17/10 BITTER POINT FORCE MAIN REHABILITATION -4- The SANITATION DISTRICT shall pay a profit of Seven Thousand Fifty Nine Dollars ($7,059)for all services rendered by Subconsultant A for this project. F. Subconsultants. For any suboonsultant whose fees are greater than or equal to $100,000, CONSULTANT shall pay to subconsultant total compensation in accordance with Section 2. For any subconsultant whose fees are less than $100,000, CONSULTANT may pay to subconsultant, total compensation on an hourly-rate basis per attached Schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of subconsultant fees and charges in an amount not to exceed Fifty Four Thousand Seven Hundred Twenty Four Dollars ($54,724). G. Direct Costs. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of permits and associated fees, travel and licenses for an amount not to exceed Fifty Thousand Dollars ($50,000). The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts. All incidental expenses shall be included in overhead pursuant to Compensation Section above. (See Attachment D). The SANITATION DISTRICT shall pay to Subconsultant A the actual direct costs for an amount not to exceed Thirty Five Thousand Eight Hundred One Dollars ($35,801). 3. REALLOCATION OF TOTAL COMPENSATION. The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. When the SANITATION DISTRICT determines that all Work authorized under the Contract is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Contract is otherwise terminated or expires in accordance with the terms of the Contract, the SANITATION DISTRICT shall give the Consultant written notice that the Contract will be closed out. CONSULTANT shall submit all outstanding billings, Work submittals, deliverables, reports or similarly related documents as required under the Contract within thirty (30)days of receipt of notice of Contract closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the Contract and will either: i. Give the CONSULTANT a final Contract Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -5- CONSULTANT shall be required to provide adequate resources to fully support any administrative Project Closeout efforts identified in Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Contract Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Contract which expressly or by their nature extend beyond and survive final Contract Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Contract Acceptance as set forth above shall not be deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose nor imply Acceptance of, or agreement with, the Consultant's request for final Contract Acceptance. 5. PAYMENT A. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Compensation Section hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. B. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Compensation Section above. Said profit payment request shall be proportionate to the work actually accomplished PCSA CONTRACT NO.5-58E Revise 11/17/10 BITTER POINT FORCE MAIN REHABILITATION -6- to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. C. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. D. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 6. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -7- 7. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed, all documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require Contractor to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -8- B. General Liabilitv The CONSULTANT shall maintain during the life of this contract, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Two Million Dollars ($2,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION _g_ F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than dollars Three Million Dollars ($3,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either anew policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The CONSULTANT shall provide OCSD with access to copies of its insurance certificates and amendatory endorsements affective coverage at its regional office in Irvine, California during normal working hours. Confidential information may be redacted from said policies, provided that verification of coverage may not be redacted. Said policies and endorsements shall conform to the requirements herein stated. The following are approved forms that must be submitted as proof of coverage: PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -10- • Certificate of Insurance ACORD Form 25-S(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CIS 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97)shall state the required thirty(30) days'written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require ten (10)days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Contracts Administration, Div. 230, and shall be received by the SANITATION DISTRICT thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -11- J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self insured retentions require approval by the SANITATION DISTRICT. M. Defense Costs General and Automobile Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the subconsultant's operations and work. 9. SCOPE CHANGES. In the event of a change in the scope of the proposed project, requested by SANITATION DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS. CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each subconsultant on a per-project-element basis, broken down as indicated in Section 2 (Compensation). There shall be no substitution of the listed subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. PCSA CONTRACT NO.5-58E Revise 11/17/10 BITTER POINT FORCE MAIN REHABILITATION -12- 11. ENGINEERING REGISTRATION. The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 12. AUDIT PROVISIONS i. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subcensultants. ii. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. iii. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES. The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 14. TERMINATION. The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -13- Notice of termination shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Gary V. Prater, Principal Contracts Administrator Notice of termination shall be mailed to CONSULTANT at: Black &Veatch Corporation 800 Wilshire Blvd., Suite 600 Los Angeles, CA 90017 Attention: Hale Titus 15. DOCUMENTS AND STUDY MATERIALS. The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE. CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. CONTRACT EXECUTION AUTHORIZATION. Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute contracts for that party. 18. DISPUTE RESOLUTION. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS. 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. 20. PROGRESS REPORTS. Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2) future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -14- 21. WARRANTY. CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANTS, and agents (collectively the"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys'fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim", collectively, "Claims")which may arise from the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -15- 23. DUTY TO DEFEND. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA CONTRACT NO.5-58E Revise 11/17/10 BITTER POINT FORCE MAIN REHABILITATION -16- IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Marc Dubois (Approved as to Form) Date Contracts, Purchasing and Materials Management Division Manager By Chair, Board of Directors Date By Clerk of the Board Date BLACK &VEATCH CORPORATION By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager GVP:yp EDMS:003967520 Attachments: Attachment"A" Scope of Work Attachment'B" Labor Hour Matrix Attachment"D"Allowable Direct Costs PCSA CONTRACT NO.5-58E Revise 11/17110 BITTER POINT FORCE MAIN REHABILITATION -17- BOARD OF DIRECTORS Meeting Date I TOBd.of Dir. O123/t3 AGENDA REPORT Item Item Number 6 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager CIP Project Manager: Hardat Khublall SUBJECT: BITTER POINT FORCE MAIN REHABILITATION, CONTRACT NO. 5-58 GENERAL MANAGER'S RECOMMENDATION A. Approve Plans and Specifications for Santa Ana River Levee and In-Plant Repairs Phase 2, on file at the Office of the Clerk of the Board; B. Approve Addendum Nos. 1 through 3 to the plans and specifications; C. Award a construction contract to Magnus Pacific Corporation for Santa Ana River Levee and In-Plant Repairs Phase 2, Contract No. 5-58D, for a total amount not to exceed $9,362,000; and, D. Approve a contingency of$936,200 (10%). SUMMARY This project is the second phase of a two-phase project to mitigate soil settlement along the Santa Ana River and at Plant No. 2 from the installation of a tunnel as part of the original Bitter Point Force Main Rehabilitation, Contract No. 5-58. These repairs are a follow-up to the Phase 1 Emergency Repairs project completed in 2011. Responsibility for the costs associated with repairing the affected soils is under dispute with the Contractor, and the parties are currently litigating this issue. The Orange County Sanitation District (Sanitation District) will pursue cost recovery for all incurred costs. This work was designed by Black & Veatch and the design was completed in October 2012. The Sanitation District advertised for bids on November 14, 2012. Five sealed bids were received on December 27, 2012. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Magnus Pacific Corporation was deemed the lowest responsive, responsible bidder. Staff recommends awarding a construction contract to Magnus Pacific Corporation for Santa Ana River Levee and In-Plant Repairs Phase 2, Contract No. 5-58D for a total amount not to exceed $9,362,000. Page 1 of 4 Summary information on the bid opening for Santa Ana River Levee and In-Plant Repairs Phase 2, Contract No. 5-58D, is as follows: Project Budget $44,290,000 Construction Contract Budget $10,387,939 Engineer's Estimate $10,039,000 Lowest Responsive, Responsible Bid $ 9,362,000 High Bid $14,553,500 Bidder Amount of Bid Magnus Pacific Corporation $ 9,362,000 Hayward Baker, Inc. $11,131,753 J.F. Shea, Inc./JAFEC USA, Inc. JV $12,532,298 Geo-Solutions, Inc. $12,743,000 Condon-Johnson & Associates, Inc. $14,553,500 ADDITIONAL INFORMATION The original project installed a new pipeline connection from the Bitter Point Pump Station to the Sanitation District Treatment Plant No. 2 in order to improve the reliability of the Sanitation District's force main systems in the City of Newport Beach. A construction contract for this work was awarded to Mladen Buntich Construction Company, Inc., in August 2008 and the contract work is substantially complete. The contract included a tunnel under the Santa Ana River and within Plant No. 2. The soil above this tunneled section of pipeline has settled, creating voids in the soil along the alignment, including the Santa Ana River Levees. The soil settlement poses a risk to the levee system including a portion of Treatment Plant No. 2 that must be repaired to mitigate these risks. The construction restoration work has been implemented in a phased approach according with the following: 1. Phase 1 was issued for the construction under emergency purchasing authority to stabilize the Santa Ana River Levees to provide Flood protection during the 2010 rainy season. 2. Phase 2 proposed construction will complete the repair of the Santa Ana River Levees as required by the Orange County Flood Control District and the Army Corps of Engineers' design standards; and will also mitigate the impacted areas within Plant No. 2. Phase 2 includes long-term Santa Ana River Levee Repairs and In-Plant Repairs work. This Phase will complete the repair of the Santa Ana River Levees and will mitigate the impacted areas within Plant No. 2 along the tunnel alignment. The Phase 2 repairs were not considered an emergency. Implementation of this work required CEQA certification and the acquisition of permits from regulatory agencies with jurisdiction in the area. Page 2 of 4 PRIOR COMMITTEE/BOARD ACTIONS December 2011 — Adopted Resolution No. OCSD 11-20, making certain findings and adopting the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program pursuant to the California Environmental Quality Act. September 2010 — Received and filed Addendum No. 1 to the Final Environmental Impact Report for the Newport Trunk Sewer and Force Mains; approved a project budget increase of $5,506,800 to Newport Sewer and Force Mains, Bitter Point to Coast Trunk Sewer, Contract No. 5-58, for a total budget of $31,389,800; and Adopted Resolution No. OCSD 10-16, Authorizing Emergency Repairs to the Santa Ana River Levees and ratifying the General Manager's Use of Emergency Purchasing Authority Pursuant to Delegation of Authority Resolution 07-04 Section 6.03(J), and finding a continuing need to Negotiate and Award a Professional Design Services Agreement to Black & Veatch to provide engineering services for said project, for an amount not to exceed $1,200,000 and approved a contingency of$120,000 (10%). CEQA The Final Environmental Impact Report (EIR) for the Replacement of Newport Trunk Sewer and Force Mains, Contract No. 5-58, was certified by the Sanitation District's Board of Directors on April 27, 2005. The Notice of Determination was filed with the State Clearinghouse on April 287 2005. Addendum No. 1 to the Newport Sewer and Force Mains EIR, for the implementation of the Emergency Repairs to the Santa Ana River Levees, is retained in the Sanitation District's official files for internal reference. The Phase 2 restoration of the Santa Ana Levees required preparation of a CEQA document to implement the work. The restoration measures, however, do not result in any new or substantially more severe significant impacts that were not previously considered or addressed in the 2005 EIR or in Amendment No. 1. Therefore, an Initial Study/Mitigated Negative Declaration document was prepared in accordance with the conditions described in Public Resources Code Section 21166 or CEQA Guideline Section 15162 requiring preparation of a subsequent EIR or negative declaration. The Initial Study/Mitigated Negative Declaration was certified by the Sanitation District's Board of Directors on December 21, 2011. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted and the budget is sufficient for the recommended action (FY2012-13 Section 8, Page 29). Date of Approval Contract Amount Continaencv 01/23/13 $9,362,000 $936,200(10%) Page 3 of 4 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (i w .ocsd.com) with the complete agenda package: Construction Contract, Magnus Pacific Corporation (41 pages) HK:dm:gc Page 4 of 4 PART A CONTRACT AGREEMENT C-CA-072012 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION -2 MATERIALS AND LABOR.................................................................4 SECTION -3 PROJECT..........................................................................................5 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION -6 TIME IS OF THE ESSENCE .............................................................6 SECTION -7 EXCUSABLE DELAYS......................................................................6 SECTION -8 EXTRA WORK...................................................................................7 SECTION -9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................8 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................8 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ............................................................................................10 SECTION - 13 COMPLETION.................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................11 SECTION - 15 SURETY BONDS ............................................................................13 SECTION - 16 INSURANCE....................................................................................14 SECTION - 17 RISK AND INDEMNIFICATION.......................................................23 SECTION - 18 TERMINATION................................................................................23 SECTION - 19 WARRANTY....................................................................................24 SECTION -20 ASSIGNMENT.................................................................................24 SECTION -21 RESOLUTION OF DISPUTES ........................................................25 SECTION -22 SAFETY& HEALTH ........................................................................25 SECTION -23 NOTICES.........................................................................................25 C-CA-072012 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. 5.58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS PART OF PROJECT NO. 5-58, BITTER POINT FORCE MAIN REHABILITATION THIS AGREEMENT is made and entered into, to be effective, this January 23, 2013, by and between Magnus Pacific Corporation, hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION-1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 1 of 27 A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report(GBR), if attached as a Contract Document I. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans H. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR'S Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 2 of 27 specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 3 of 27 discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION—2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 4 of 27 SECTION-3 PROJECT The Project is described as: CONTRACT NO. 5.58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS PART OF PROJECT NO. 5-58, BITTER POINT FORCE MAIN REHABILITATION SECTION-4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. 5.58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS PART OF PROJECT NO. 5-58, BITTER POINT FORCE MAIN REHABILITATION Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION—5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within 291 calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes 10 calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule." C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 5 of 27 SECTION-6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION—7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 6 of 27 SECTION—8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. SECTION—9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes'. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 7 of 27 SECTION—10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Nine Million Three Hundred Sixty-Two Thousand Dollars ($9,362,000)as itemized on the Attached Exhibit"A". Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements"and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 8 of 27 Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount"for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 9 of 27 Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION—12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." SECTION—13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion". Within 10 days after the Contract completion date of the Project, CONTRACTOR shall file with OCSD's ENGINEER its affidavit stating that all workers and persons employed, all firms supplying materials, and all Subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the Project for either labor or material, except those certain items, if any, to be set forth in an affidavit covering disputed claims, or items in connection with stop payment notices which have been filed under the provisions of the statutes of the State of California. OCSD may require affidavits or certificates of payment and/or releases from any Subcontractor, laborer or material Supplier. Upon receipt of CONTRACTOR's affidavit, and all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Final Payment", OCSD shall prepare a Final Closeout Agreement setting forth the particular details of the completed Project, including but not limited to, description and amount of all Change Orders, the final amounts of the Contract, as amended, the time and dates of the total agreement and the identification of any unresolved Claims or disputes. Upon receipt of a Final Closeout C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 10 of 27 Agreement duly executed by CONTRACTOR, OCSD's ENGINEER shall submit the Project and the agreements to the General Manager for acceptance of the Project as complete, and for approval of the Final Closeout Agreement, as per the current Delegation of Authority. SECTION—14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00)and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 11 of 27 C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. E. Workdav: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sec.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight(8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 12 of 27 F. Record of Wages: Inspection: CONTRACTOR agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the Project and agrees to require that each of its Subcontractors do the same. All payroll records shall be certified as accurate by the applicable CONTRACTOR or Subcontractor or its agent having authority over such matters. CONTRACTOR further agrees that its payroll records and those of its Subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non- compliance with the requirements of Section 1776 may be deducted from Project payments per the requirements of Section 1776. SECTION— 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%)of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 13 of 27 remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fad of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION— 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 14 of 27 foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties'), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Six Million Dollars ($6,000,000) per occurrence and a general aggregate limit of Six Million Dollars ($6,000,000)for bodily injury, personal injury C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 15 of 27 and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Six Million Dollars ($6,000,000) per occurrence and a general aggregate limit of Six Million Dollars ($6,000,000)which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 16 of 27 exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of One Million Dollars ($1,000,000) and a general aggregate limit of One Million Dollars ($1,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Worker's Compensation/Emolover's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 17 of 27 Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. 5. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for pollution liability covering bodily injury, property damage (including loss of use of damaged property or property that has not been physically injured or destroyed), cleanup costs, and defense costs (including costs and expenses for investigation, defense, or settlement of claims). Coverage shall carry limits of at least One Million Dollars ($1,000,000) Dollars and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 18 of 27 fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants. If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the right to approve or reject such coverage in its own discretion. If written on a claims- made basis, the CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and that continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two years beginning from the time that the Project under this Contract is completed. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 19 of 27 Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10)days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 20 of 27 D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20)days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured"on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 21 of 27 all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25-S (7/97) 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement 5. Pollution Liability Endorsements OCSD shall be named as the Loss Payee in the policy or by endorsement. There shall be a Separation of Insured Clause or endorsement, providing that coverage applies separately to each insured, except with respect to the limits of liability. There C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 22 of 27 shall also be an endorsement or policy language containing a waiver of subrogation rights on the part of the insurer. OCSD, its directors, officers, agents, CONSULTANTS and employees and all public agencies from whom permits will be obtained as well as their directors, officers, agents, and employees shall be included as insureds under the policy. Any additional insured endorsement shall contain language at least as broad as the coverage language contained in ISO form CG 20 10 11 85 or alternatively in both CG 20 10 10 01 and CG 20 37 10 01 together. SECTION-17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 23 of 27 SECTION—19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion' that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1)the remainder of the original one-year warranty period; or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 24 of 27 SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION—22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety." SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any parry whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 25 of 27 TO CONTRACTOR: Magnus Pacific Corporation 3001 Lava Ridge Court, Suite 240 Roseville, CA 95661 Copy to: Matthew D. Marks Magnus Pacific Corporation 3001 Lava Ridge Court, Suite 240 Roseville, CA 95661 C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 26 of 27 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. Approved as to Form: Marc Dubois Contracts, Purchasing and Materials Management Division Manager CONTRACTOR: Magnus Pacific Corporation 3001 Lava Ridge Court, Suite 240 Roseville, CA 95661 By Its CONTRACTOR's State License No. 929638 (Expiration Date—3/1/13) OCSD: Orange County Sanitation District By Chair, Board of Directors By Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Division Manager C-CA-072012 CONTRACT NO.5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 27 of 27 EXHIBIT A SCHEDULE OF PRICES C-EXA-071012 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION ..............................................................................1 EXA-2 PROGRESS PAYMENTS....................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS .........................................................1 EXA-4 STOP PAYMENT NOTICE ..................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS..................................................................3 EXA-6 PAYMENT OF TAXES.........................................................................................3 EXA-7 FINAL PAYMENT ................................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT.....5 ATTACHMENT 1 CERTIFICATION FOR REQUEST FOR PAYMENT........................7 ATTACHMENT 2 SCHEDULE OF PRICES ...........................................................8 C-EXA-071012 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Document price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General", 3. General Conditions—"Payment—Applications for Payment'; 4. General Conditions—"Payment— Mobilization Payment Requirements;" 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 1 of 10 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 2 of 10 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code§7107. EXA-8 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 3 of 10 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR'S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 4 of 10 make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty (30) calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%)of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30)days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 5 of 10 1. The true and correct amount payable for the Work is different from that previously accepted; 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 6 of 10 ATTACHMENT CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Dale C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 7 of 10 ATTACHMENT SCHEDULE OF PRICES BASE BID ITEMS Item Unit of Approx Unit Extended No. Description Measure- Qty Pdee Price roant 1, Mobilization Initial progress payment for all fees, labor, materials and equipment required for all mobilization items specified in Section 01025, including but not limited to the staging area, permits,surety bonds, OCSD's Sump 1 = $ 345,500 acceptance of the Baseline Schedule, OCSD's acceptance of Cofferdam Submittals and other related activities, in conformance with the Contract Documents for the lump sum price not to exceed... 2, Storm Water Pollution Prevention Plan Work under this Bid item shall include implementation of a revised Storm Water Pollution Prevention Plan (SWPPP)as required for this Project to comply with the changes in storm water- related regulations and permits. Provide all labor, material and equipment necessary to implement all Lump 1 = $ 320,000 documents and activities pertaining to the SWPPP Sum in conformance with the Specification section entitled"Storm Water Pollution Prevention Plan"and as acceptable to federal, state, county, city,and special district authorities having jurisdiction, in conformance with the Contract Documents for the lump sum price of... 3. Traffic Control Furnishing all labor,materials, and equipment Lump 1 = $ 82,000 necessary for traffic control on public roads,on OCSD Sum facilities,and on bike paths, in conformance with the Contract Documents for the lump sum price of... 4. 84-inch Sewer Line Demolition Fumish all labor, materials and equipment necessary for the demolition, removal, plugging,and Lump 1 = $ 72,000 disposal off-site of the abandoned 84-inch sewer Sum line, in conformance with the Contract Documents for the lump sum price of... 5. Jet Grouting Furnish all labor,materials and equipment necessary Lump 1 $ 2,400,000 to conduct jet grouting, in conformance with the Contract Documents for the lump sum price of... C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 8 of 10 Rom Unit of Approx Unit Extended No. Description Measure- oty Pdee Price ment 6. Deep Soil Mixing Fumish all labor, materials and equipment Lump 1 = $ 2,100,000 necessary to conduct deep soil mixing, in Sum conformance with the Contract Documents for the lump sum price of... 7. Compaction Grouting Fumish all labor, materials and equipment necessary to conduct compaction grouting, Lump 1 = $ 2,300,000 including but not limited to excavation, recompaction Sum and paving replacement, in conformance with the Contract Documents for the lump sum price of... 8. Compaction Grouting in Inclined Grout Holes Fumish all labor, materials and equipment Lump necessary for compaction grouting in inclined grout Sum 1 = $ 35,000 holes, in conformance with the Contract Documents for the lump sum price of... 9. Revegetatlon In Accordance with Section 02570 Fumish all labor, materials and equipment Lump necessary for site revegetation in accordance with Sum 1 = $ 85,000 Section 02570, and in conformance with the Contract Documents for the lump sum price of... 10. All other portions of the Work,except the work of Items 1 through 9 and 11 Fumish all labor, materials and equipment necessary except for the Work specified for Bid Items 1 through 9 and Bid Item 11 in conformance Sump 1 = $ 1,550,000 with the Contract Documents,for the construction of CONTRACT NO. 5.58D, PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS,for the lump sum price of... 11. Demobilization Final progress payment for all demobilization activities performed by the CONTRACTOR including, but not limited to, moving out,final Lump 1 = $ 72,500 cleanup and restoration of the staging area to its Sum original condition prior to Final Completion, in conformance with the Contract Documents for the lump sum price not to exceed... SUBTOTAL BASE BID ITEMS NOA THROUGH NO. 11 (INITIAL AWARD AMOUNT) $ 9,362,000 C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 9 of 10 ADDITIVE BID ITEMS Unit of Rom No. Description Measure Approx Unit Extended city Price Price 12. Additional Jet Grouting Cubic Additional jet grouting,for unit price per cubic yard yards 900 x $375 = $ 337,500 of soil column and for the total extended price of... 13. Additional Deep Soil Mixing Additional deep soil mixing,for the unit price per Cubic 2,700 x $ 100 = $ 270,000 cubic yard of soil column and for the total extended Yards price of... 14. Additional or Deductive Compaction Grouting and/or Compaction Grouting in Inclined Grout Holes a) Additional or deleted compaction grouting holes, Per price per setup, for the unit price and for the Hole 200 x $ 56 = $ 11,200 total extended price of... b) Additional or deleted compaction grouting holes, Linear price per linear foot of drilling and grouting,for Foot 4,000 x $ 57 = $ 228,000 the unit price and for the total extended price of... 15. Additional or Deductive Asphalt Concrete Pavement Additional or deleted asphalt concrete pavement, Square 10,000 x $ 2 = $ 20,000 including subgrade preparation and sub-base, in Foot conformance with the Contract Documents for the unit price and for the total extended price of... 16. Add Alternate 1 Furnish all labor, materials and equipment necessary to conduct jet grouting and/or deep soil Lump 1 = $ 90,000 mixing in the area designated as"Add Alternate 1", sum in conformance with the Contract Documents,for the lump sum price of... SUBTOTAL ADDITIVE BID ITEMS NO. 12 THROUGH 16 $ 956,700 TOTAL AMOUNT OF BID (BASIS OF AWARD) $10,318,700 C-EXA-071012 CONTRACT NO. 5-58D PHASE 2 SANTA ANA RIVER LEVEE AND IN-PLANT REPAIRS CONFORMED January 23,2013 Page 10 of 10 BOARD OF DIRECTORS Meeting Dare I TO%30/f Dir. ol/z /13 AGENDA REPORT Item Number Item Number Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Jim Colston, Environmental Compliance Manager SUBJECT: Orange County Waste and Recycling Deferred Payment Agreement GENERAL MANAGER'S RECOMMENDATION Approve the Deferred Payment Agreement with Orange County Waste and Recycling to grant OCSD the privilege to defer payment of disposal fees that would otherwise be immediately due and payable upon delivery of biosolids to the Prima Deshecha Sanitary Landfill. SUMMARY On November 28, 2012 the Board approved a Waste Disposal Agreement with Orange County Waste and Recycling (County) to receive and dispose of the Orange County Sanitation District's (OCSD) biosolids at the Prima Deshecha Landfill. For ease of billing, the County has offered OCSD the option of deferred payment. The terms of the agreement allow OCSD to defer payment of disposal fees that would otherwise be immediately due and payable upon delivery of biosolids at the landfill. All deferred payment fees are due on a monthly basis (30 days after the date of the invoice). No security deposit is required. PRIOR COMMITTEE/BOARD ACTIONS November 28, 2012 — Board approved a Waste Disposal Agreement with Orange County Waste and Recycling for the disposal of OCSD's biosolids at the Prima Deshecha Landfill. ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A Page 1 of 2 ATTACHMENT The following attachment(s)maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Deferred Payment Agreement (8 pages) Page 2 of 2 AGREEMENT FOR DEFERRED PAYMENT OF DISPOSAL FEES Thirty Dav Pav This Agreement for Deferred Payment of Disposal Fees (this "Agreement") is effective by and between the County of Orange, a political subdivision of the State of California, by and through OC Waste & Recycling (the "County") and the Orange County Sanitation District ("District"), with a place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708. County and District are sometimes individually referred to as "Party", or collectively referred to as "Parties". RECITALS WHEREAS, the County owns, manages and operates a sanitary landfill system for the disposal of municipal solid waste(the"Disposal System"); and WHEREAS, The Disposal System is used for the disposal, of municipal solid waste, which is not reused,recycled or otherwise, diverted from landfill disposal,pursuant to the California Integrated Waste Management Act of 1989 and other applicable law; and WHEREAS, the County has established certain disposal fees for disposal of municipal solid waste in the Disposal System; and WHEREAS, disposal fees are due and owing at the time of delivery to the Disposal System; and WHEREAS, from time-to-time District, through a third-party contractor ("Contractor"),may dispose of municipal solid waste at the Disposal System; and WHEREAS, District has requested County to extend the privilege of deferring payment of applicable disposal fees, as more fully provided herein; and WHEREAS, District agrees to deposit monies with the County to be held in trust, or deliver a letter of credit or surety, as provided herein, as security for District payment obligations; NOW,THEREFORE the Parties agree as follows: 1. Deferred Payment Privilege. Subject to the terms and conditions of this Agreement, County hereby grants District the privilege (the `Privilege") of deferring payment of disposal fees, otherwise immediately due and payable upon delivery of solid waste to the Disposal System, charged to and payable by the District. The Privilege may be withdrawn by the County and this Agreement terminated at any time in the sole discretion of the Director of OC Waste&Recycling(the"Director"). 2. Deferred Payment Cards. Following the execution of this Agreement by both Parties, District making its Security Deposit, and the completion of such other documentation 899530.1 relating to the Privilege and this Agreement as the Director may determine, County shall issue a Deferred Payment Card, Decal or other deferred payment documentation, approved by and acceptable to the Director (collectively, "Deferred Payment Documentation') to District for each vehicle District, through its Contractor, uses to deliver waste to the Disposal System. Deferred Payment Documentation issued to District is for the sole and exclusive use of the District and its Contractor. In no event may District allow any other person or entity, other than its Contractor, to use District's Deferred Payment Documentation. Any such violation shall result in immediate termination of this Agreement. District shall immediately notify County in the event of any Deferred Payment Documentation being lost, damaged, destroyed or stolen. The Director may issue additional or replacement Deferred Payment Documentation upon the written request of the District. County will charge District a fee of $5 for each item of Deferred Payment Documentation lost, damaged, destroyed or stolen and replaced by County All Deferred Payment Documentation issued to District shall be returned hmmediately to the County upon termination of this Agreement or County's written request. 3. Exercise of Privilege. hi order to properly exercise the Privilege, District or its Contractor shall present or cause to be presented,Deferred Payment Documentation such as a Deferred Payment Card or Letter of Authorization to County disposal site fee station attendant each and every time District or its Contractor delivers waste to a County disposal site on behalf of the District. The deferral of fee payments will not be allowed without the District or its Contractor presenting Deferred Payment Documentation. 4. Payment of Deferred Fees. County will invoice District for all deferred payment fees due and owing (including applicable expenses and charges) monthly in arrears. District shall issue payment for any and all invoiced deferred disposal fees to be received by County no later than thirty (30) days after the date of the invoice. hi the event that District's payment is not received by County within thirty (30) days of the invoice date, the District shall be liable to County for an administrative charge equal to one and one-half percent (1%: %) of such payment. In the event the District fails, or refuses, to make such payment plus such administrative charge within thirty five (35) days after the date of such invoice, the County may, at its sole discretion a) terminate the Privilege and this Agreement and draw from the Security Deposit the amount due and owing the County, b) draw from the Security Deposit the amount due and owing the County, or c) upon a showing of good cause by the District, the Director may allow the District additional time to make the invoiced payment,which could include temporarily closing the deferred account until such payment is received. To the extent the District fails to timely pay invoiced fees, in addition to the administrative charge, County may charge District the actual costs of County's fee collection efforts. 5. Security Deposit; Drawing; Replenishment. As consideration for the Privilege of deferring payment as permitted herein and as security against non-payment by the District, District shall, as a condition precedent to exercising the Privilege granted herein, deposit with the County the initial sum of$ 0.00 (zero dollars). The amount deposited with the County under this Agreement Section 5 shall be referred to as the "Security Deposit." The 899530.1 amount of the Security Deposit will be determined by the Director and will be deposited with and held in an interest bearing trust account (which may be commingled with other monies of OC Waste & Recycling) by the Orange County Treasurer. The Security Deposit may be invested in the Orange County Investment Pool or other investment(s) as determined by the Orange County Treasurer in accordance with California law and the County's Investment Policy Statement (as it may be amended from time-to-time). In lieu of depositing the Security Deposit directly with the County, the following alternative methods are permissible upon the written consent of the Director: Irrevocable Letter of Credit (LOC): An irrevocable letter of credit, from a financial institution and in a form acceptable to the Director, may be delivered to the County in the required amount of the Security Deposit. The LOC must permit the County by and through its OC Waste & Recycling Department (or successor department) to draw on the LOC, in whole or in part, by written request stating that District has failed to pay any amount due under this Agreement. The LOC must not be revocable by the District and, if the LOC has an expiration date, the financial institution issuing the LOC must notify the County no later than 60 days prior to the LOC expiration date. If District fails to extend the LOC at least 30 days prior to its expiration date or provide the Security Deposit as otherwise permitted herein,this Agreement shall immediately terminate. Surety Bond: A surety bond (Surety), issued by a surety company with a minimum insurance rating of A- (Secure Best's Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com and authorized to write in California by the Department of the Treasury, and must be listed on the most current edition of the Department of Treasury's Listing of Approved Securities, in a form acceptable to the Director may be delivered to the County in the required amount of the Security Deposit. The Surety must permit the County by and through its OC Waste & Recycling Department (or successor department) to draw on the Surety, in whole or in part, by written request stating that District has failed to pay any amount due under this Agreement. The Surety must not be revocable by the District and, if the Surety has an expiration date, the surety company issuing the Surety must notify the County no later than 60 days prior to the Surety expiration date. If District fails to extend the Surety at least 30 days prior to its expiration date or provide the Security Deposit as otherwise permitted herein,this Agreement shall immediately terminate. The Security Deposit shall only be drawn to the extent permitted herein and may not be drawn by the County for any other reason. District shall have no ability to withdraw any monies, terminate or lower the amount of a LOC or terminate or lower the amount of a Surety from the Security Deposit during the term of this Agreement or following termination until all disposal fees, costs and expenses are paid to the County. District shall deposit with the County additional monies or increase the stated amount of a LOC or Surety for the Security Deposit in the event: a) the Security Deposit is drawn upon by County as permitted herein, or b) the Director determines, based upon deferred payment fees for the previous three (3) month period, that the Security Deposit should be 899530.1 increased. District shall deposit additional monies or increase the stated amount of the LOC or Surety for the Security Deposit within ten(10) days of written notice by the County. 6. Return of Deferred Payment Documentation/Security Deposit. In the event this agreement is terminated or County revokes District's Privilege, District shall return forthwith to County all the Deferred Payment Documentation issued to District hereunder, and County shall return the balance Security Deposit (if held by County) to District, less any unpaid disposal fees, administrative charges and Collection expenses. 7. Agreement Term. The Term of this Agreement shall commence on and shall terminate on unless otherwise extended as provided herein. The County shall have the sole and absolute right and discretion to withdraw the Privilege and terminate this Agreement at any time. 8. Entire Agreement. This Agreement contains the entire Agreement between the Parties with respect to the deferral of payment of waste disposal fees by District and there are no exceptions, alternatives, substitutions, revisions, understandings, agreements, restrictions, promises, warranties or undertakings, whether oral or written, other than those set forth herein or refered to herein. This Agreement does not apply to the disposal of solid waste in the Disposal System, the fees attributable thereto of the payment of fees on a non- defered basis. 9. No Other Rights. This Agreement is limited solely to the deferral and payment and security for the payment of disposal fees chargeable to the District by the County. This Agreement does not affect, amend or alter any applicable laws, policies, rules, procedures or regulations of the County of any other governmental or regulatory body or authority which has jurisdiction over the Disposal System with respect to the delivery and disposal of solid waste at the Disposal System. 10. Amendments. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties. 11. Termination. In addition to any other remedies or rights it may have by law or in this Agreement, County has the right to terminate this Agreement after 30 days' written notice. District has the right to terminate this Agreement after 30 days' written notice to County. 12. Consent to Breach Not Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to,waiver of, or excuse for any other different or subsequent breach. 13. Remedies Not Exclusive. The remedies for breach set forth in this Agreement are 899530.1 cumulative as to one another and as to any other provided by law,rather than exclusive; and the expression of certain remedies in this Agreement does not preclude resort by either Party to any other remedies provided by law. 14. Notices. Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the Parties' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs fast. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate Party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid. For District: Name: Orange County Sanitation District Address: 10844 Ellis Avenue Fountain Valley,CA 92708 Attn.: John Ralston Title: Accounting Supervisor Phone: (714)593-7568 Fax: (714)962-3954 Email: JRalstonna,OCSD.COM For County: Name: Address: Attn: Title: Phone: Fax: Email: 15. Assignment or Sub-contracting. The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Agreement nor any portion thereof may be assigned or sub-contracted by District without the express written consent of County. Any attempt by District to assign or sub-contract the performance or any portion thereof of this Agreement without the express written consent of County shall be invalid and shall constitute a breach of this Agreement. 899530A 16. Change of Ownership. District agrees that if there is a change or transfer in ownership of District's business prior to completion of this Agreement, the new owners shall be required under terms of sale or other transfer to assume District's duties and obligations contained in this Agreement and complete them to the satisfaction of the County. hr addition, the new owner shall complete an additional application to provide the same owner information that was provided by the original owner. 17. Headings. The various headings and numbers herein, the grouping of provisions of this Agreement into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 18. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable,the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 19. Calendar Days. Any reference to the word "day" or "days" herein shall mean calendar day or calendar days,respectively,unless otherwise expressly provided. 20. Governing Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to conflict of laws provisions. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another venue. 21. Attorney Fees. In any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorney's fees, costs and expenses. 22. Waiver of Jury Trial. To the extent enforceable under California law, each Party acknowledges that it is aware of and has had the opportunity to seek advise of counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Agreement and/or any other claim of injury or damage. 23. Interpretation. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In 899530.1 addition, each Party has been represented by experienced and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each Party further acknowledges that they have not been influenced to any extent whatsoever in executing this Agreement by any other Party hereto or by any person representing them, or both. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the Parties and this Agreement. 24. Authority. The Parties to this Agreement represent and warrant that this Agreement has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. [SIGNATURES ON FOLLOWING PAGE] 899530.1 SIGNATURE PAGE The Parties hereto have executed this Agreement on the dates shown opposite their respective signatures below. Orange County Sanitation District *: Troy Edgar Chair of the Board of Directors Signature Date Maria Ayala Clerk of the Board of Directors Signature Date - Unless otherwise demonstrated that the persons) executing this Agreement on behalf of District has the requisite authority to legally obligate and bind District, if the District is a corporation,signatures of two specific corporate officers are required as further set forth. The first corporate officer signature must be one of the following: 1) the Chairman of the Board; 2) the President; 3) any Vice President. The second corporate officer signature must be one of the following: a) Secretary; b) Assistant Secretary; c)Chief Financial Officer; d)Assistant Treasurer. County of Orange,a political subdivision of the State of California Print Name Title Signature Date APPROVED AS TO FORM: Christopher J. Miller Deputy County Counsel 899530.1 BOARD OF DIRECTORS Meeting Date T08d.01Dir. 01/23/13 AGENDA REPORT ItemNumber IemNumber a Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager CIP Project Manager: Eros Yong SUBJECT: Plant 1 Primary Treatment Upgrades, Project No. P1-124 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services for Plant 1 Primary Treatment Upgrades, Project No. P1-124, for an amount not to exceed $676,983; and, B. Approve a contingency of$67,698 (10%). SUMMARY This project will upgrade the sludge pumping system for Primary Clarifiers (PC) 16-31 at Reclamation Plant No. 1, and will resolve various operation, maintenance, corrosion, and safety issues throughout this facility. The existing primary sludge pumps at the clarifiers have inadequate flow capacity and are maintenance-intensive. The flow capacity problem is the result of a 33% increase in the Sanitation District's raw sewage solids concentration over the past 12 years. These problems have a significant impact on labor effort associated with the operation and maintenance of the clarifiers as well as their operational reliability. Increasing the sludge pumping capacity will improve pump reliability and process control, and will support the expansion of the Groundwater Replenishment Project. The proposed Professional Design Services Agreement (PDSA) includes the preparation of a Preliminary Design Report and Final Design, which includes the preparation of construction documents (plans and specifications). The Sanitation District advertised a Request for Proposal (RFP) and three proposals were received. Based on the overall qualifications and expertise, staff recommends awarding a PDSA to Carollo Engineers, Inc. for an amount not to exceed $676,983. PRIOR COMMITTEE/BOARD ACTIONS None. Page 1 d4 ADDITIONAL INFORMATION Project Scope of Work: This project will provide an engineered solution to replacing the existing sludge pumps and related piping, piping appurtenances, electrical equipment, and instruments. A comprehensive hydraulic model will be developed for the dual primary sludge/scum conveyance lines to determine how different operating modes will affect the pumps connected to these two lines (over 20 scum and sludge pumps). This project will also address various operation and maintenance issues, such as identifying and repairing concrete corrosion under foul air piping, launder coating erosion, gate operator corrosion, and launder cover corrosion. They also include provisions to improve the operability of scum pumping, center channel drainage, and top deck drainage. Request for Proposal: The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select "the best qualified firm' for architectural and engineering services and to negotiate a "fair and reasonable" fee with that firm. An RFP which outlined Consultant's Scope of Work and criteria required for this project was advertised on September 4, 2012 in the Orange County Register. Furthermore, an email notification was sent to all engineering consultants registered in the categories of Architecture & Engineering; Design; Engineering; Engineering — General; and Engineering - Mechanical in the Sanitation District vendor database. As a result, three proposals were received on October 8, 2012. A Staff Evaluation Committee consisting of five representatives from Engineering, Operations and Mechanical Maintenance Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Resolution No. OCSD 07-04, Section 5.07. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following six criteria: (1) understanding of the Scope of Work; (2) technical approach; (3) management approach; (4) staff qualifications; (5) firm experiences; and (6) schedule. After reviewing and scoring the proposals, the three Consultant firms were ranked according to the score achieved. The Evaluation Committee interviewed all three firms, Carollo Engineers, Inc., CH2MHill, and Lee & Ro, Inc. —to meet the proposed key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected Carollo Engineers, Inc. as the top-ranked firm as shown in Table 1. Page 2 of 4 TABLE PROPOSAL EVALUATION* Consultant Carollo CH2MHill LEE&RO Evaluator Reviewer A 1 2 3 Reviewer B 1 2 3 Reviewer C 1 2 3 Reviewer D 1 2 3 Reviewer E 3 2 1 Average Ranking 1.4 2 2.6 Overall Ranking 1 2 3 Proposal Fee $676,983 $658,335 $989,299 Negotiated Fee $676,983 --- --- Proposal Based on scores after interview Carollo was selected as the top-ranked firm due to their strong understanding of project issues and challenges, supplemented by their out-of-the-box technical approach, such as solutions to maintaining reliability of the existing two primary sludge conveyance lines without the construction of a new pipe. Carollo also proposed an expedited schedule and has a very strong project team. All proposals were accompanied by a sealed fee proposal estimate. The fee proposal estimates were not opened until the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Resolution No. OCSD 07-04, Section 5.07. Staff conducted negotiations with Carollo to clarify the requirements of the Scope of Work and to establish the final negotiated fee. During the negotiation meeting, the project Scope of Work, assumptions, and the design process were discussed and clarified as required for the completion of the Scope of Work for the project. Elements reviewed include drawing list, project schedule, total labor hours, and labor-hour distribution by task as related to the work items, labor overhead rates, and profit calculations. These elements were compared to the budgeted amounts, the independent fee estimate prepared by staff, RFP requirements, industry standards, historical data, and Sanitation District Guidelines. It was determined during the negotiation meeting that the proposal fee was fair and reasonable for the Scope of Work and recommends awarding the Professional Design Services Agreement to Carollo for an amount not to exceed $676,983. CEQA Notice of Exemption was filed on August 31, 2012. Page 3 of 4 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This complies with the authority levels in the Sanitation District's Delegation of Authority. This item has been budgeted (FY 2012-13, Section 8, Page 10) and the project budget is sufficient for the recommended action. Date of ADDroval Contract Amount Continaencv 01/23/13 $676,983 $67,698 (10%) ATTACHMENT The following attachment(s)maybe viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package: Professional Design Services Agreement (17 Pages) JH:EY:dm:gc Page 4 of 4 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 23r° day of January, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CAROLLO ENGINEERS, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Plant 1 Primary Treatment Upgrades, Project No. P1-124; and to provide Design services for design to replace the existing primary sludge pumps at Primary Clarifiers 16-31 East with larger capacity pumps and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on January 23, 2012 the Board of Directors, by Minute Order, approved this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK. CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION PDSA JOB NO. P1-124 Revised 11/17/10 Page 1 of 17 DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent PDSA JOB NO. P1-124 Revised 11/17/10 Page 2 of 17 of the SANITATION DISTRICT. 2. COMPENSATION. Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation. Total compensation shall be in an amount not to exceed Six Hundred Seventy Six Thousand Nine Hundred Eighty Three Dollars ($676,983). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and subconsultant(s)fees and costs shall not exceed the sum set forth herein, broken down as follows: DESIGN SERVICES INCLUDING: CONSULTANT: CARDLLO ENGINEERS, INC. Raw Labor $ 182,957 Fringe Rate 72.08% (%x Raw Labor) $ 131 875875 Burdened labor $314,821 (Raw Labor+Fringe Rate) Overhead 93 % (%x Burden Labor) $292 794794 Subtotal $607,626 (Burden Labor+Overhead) Profit 9.00% $ 54,686 (%x Subtotal) Total Direct Costs, not to exceed $ 9 487 TOTAL—CONSULTANT Consulting Services, not to exceed $671y99 Subconsultants under$100,000: Subconsultant 1 Jamison Engineering $5,184 TOTAL—Subconsultants under$100,000 $5184 GRAND TOTAL for Design Services, not to exceed $676 M For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Suboonsultant total compensation in accordance with Subconsultant services above. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant, total compensation on an hourly-rate basis per attached schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges, in an amount not to exceed Five Thousand One Hundred Eighty Four Dollars ($5,184). PDSA JOB NO. Pl-124 Revised 11/17/10 Page 3 of 17 Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. B. Labor. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in Section 5, Payment, of this Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 12 Audit Provisions. D. Overhead. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT for overhead at a rate equal to 93 % of burdened labor paid by CONSULTANT pursuant to Compensation Section hereof. E. Profit. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay a profit of Fifty Four Thousand Six Hundred Eighty Six Dollars ($54,686)for all services rendered by CONSULTANT for this project. F. Subconsultants. For any subconsultant whose fees are greater than or equal to $100,000, CONSULTANT shall pay to subconsultant total compensation in accordance with Section 2. For any subconsultant whose fees are less than $100,000, CONSULTANT may pay to subconsultant, total compensation on an hourly-rate basis per attached Schedule. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of subconsultant fees and charges in an amount not to exceed Five Thousand One Hundred Eighty Four Dollars ($5,184). G. Direct Costs. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of permits and associated fees, travel and licenses for an amount not to exceed Nine Thousand Four Hundred Eighty Seven Dollars ($9,487). The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts. All incidental expenses shall be PDSA JOB NO. P1-124 Revised 11/17/10 Page 4 of 17 included in overhead pursuant to Compensation Section above. (See Attachment"B"). 3. REALLOCATION OF TOTAL COMPENSATION. The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. When the SANITATION DISTRICT determines that all Work authorized under the Contract is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Contract is otherwise terminated or expires in accordance with the terms of the Contract, the SANITATION DISTRICT shall give the Consultant written notice that the Contract will be closed out. CONSULTANT shall submit all outstanding billings, Work submittals, deliverables, reports or similarly related documents as required under the Contract within thirty (30)days of receipt of notice of Contract closeout. Upon receipt of CONSULTANT'S submittals,the SANITATION DISTRICT shall commence a closeout audit of the Contract and will either: I. Give the CONSULTANT a final Contract Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative Project Closeout efforts identified in Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Contract Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Contract which expressly or by their nature extend beyond and survive final Contract Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Contract Acceptance as set forth above shall not be deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose nor imply Acceptance of, or agreement with, the Consultant's request for final Contract Acceptance. 5. PAYMENT A. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2 hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project PDSA JOB NO. P1-124 Revised 11/17/10 Page 5 of 17 element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. B. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Compensation Section above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. C. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. D. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. PDSA JOB NO. Pl-124 Revised 11/17/10 Page 6 of 17 A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 6. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 7. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed, all documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. PDSA JOB NO. Pl-124 Revised 11/17/10 Page 7 of 17 8. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require Contractor to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liabilitv The CONSULTANT shall maintain during the life of this contract, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liabilitv The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a PDSA JOB NO. P1-124 Revised 11/17/10 Page 8 of 17 comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Two Million Dollars ($2,000,000) or, alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Three Million Dollars ($3,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. PDSA JOB NO. Pl-124 Revised 11/17/10 Page 9 of 17 G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-S(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-5 (7197)shall state the required thirty(30) days'written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10)days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Contracts Management, Div. 230, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION PDSA JOB NO. P1-124 Revised 11/17/10 Page 10 of 17 DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the subconsultant's operations and work. 9. SCOPE CHANGES. In the event of a change in the scope of the proposed project, requested by SANITATION DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. PDSA JOB NO. Pl-124 Revised 11/17/10 Page 11 of 17 10. PROJECT TEAM AND SUBCONSULTANTS. CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each subconsultant on a per-project-element basis, broken down as indicated in Section 2 (Compensation). There shall be no substitution of the listed subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION. The CONSULTANT personnel is comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 12. AUDIT PROVISIONS i. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. ii. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. III. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES. The legal relationship between the PDSA JOB NO. P1-124 Revised 11/17/10 Page 12 of 17 parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 14. TERMINATION. The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah Strader Notice of termination shall be mailed to CONSULTANT at: CAROLLO ENGINEERS, INC. Douglas Lanning, PE, PMP 10540 Talbert Ave, Suite 200 East Fountain Valley, CA. 92708 15. DOCUMENTS AND STUDY MATERIALS. The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE. CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. CONTRACT EXECUTION AUTHORIZATION. Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute contracts for that party. 18. DISPUTE RESOLUTION. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS. If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution PDSA JOB NO. P1-124 Revised 11/17/10 Page 13 of 17 (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. 20. PROGRESS REPORTS. Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1)current activities, 2) future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY. CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT'S, and agents (collectively the"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances PDSA JOB NO. P1-124 Revised 11/17/10 Page 14 of 17 shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA JOB NO. Pl-124 Revised 11/17/10 Page 15 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Marc Dubois (Approved as to Form) Date Contracts, Purchasing and Materials Management Division Manager By Chair, Board of Directors Date By Clerk of the Board Date CARDLLO ENGINEERS, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A!'—Scope of Work Attachment"B"—Allowable Direct Costs SS:eh PDSA JOB NO. Pl-124 Revised 11/17/10 Page 16 of 17 EDMS:003968566 PDSA JOB NO. Pl-124 Revised 11/17/10 Page 17 of 17 BOARD OF DIRECTORS Needng Dare I TOBd.Or Dir. ol/z3/13 AGENDA REPORT Item Number Item Number 9 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Ted Vitko, Engineer SUBJECT: PLANT NO.1 HEADWORKS ASSESSMENTS, PROJECT NO. SP-182 GENERAL MANAGER'S RECOMMENDATION A. Authorize the General Manager to award a contract to Carollo Engineers, Inc. to conduct the necessary technology and facility condition assessments for Plant No.1 Headworks Assessments, Project No. SP-182, for an amount not to exceed $294,230. B. Approve a contingency of$29,400 (10%). SUMMARY Plant 1 Headworks systems are over 23 years old and various aspects of the facility are in need of rehabilitation or must be upgraded to meet future requirements. Staff has identified a number of necessary improvements in order to extend the life of the facility, as well as to improve the capacity and performance of key unit processes. Recommended facility improvements will be constructed under Project No. P1-105, Headworks Rehabilitation at Plant No. 1, which is budgeted at$72,058,000. In order to prepare a thorough and complete scope of work for the future rehabilitation project, staff identified a number of assessments that must be conducted ahead of time. These assessments will define the extent of the effort and will reduce the uncertainty of Project No. P1-105. The assessments include constructability and scheduling for inspection and rehabilitation of difficult to access areas, as well as a list of civil, mechanical, and electrical items that must be evaluated prior to identifying the best alternative for rehabilitation, repair, or replacement. In addition, several unit processes within the Headworks area are at the end of their useful lives. These include the Headworks No. 1 facility built in the late 1950s, as well as the Headworks No. 2 grit classification and screening handling systems. Hydraulic pumping capacity and screening capacity will also be assessed. Six fines responded to a Request for Proposal (RFP). Staff reviewed the proposals in accordance with the Orange County Sanitation District (Sanitation District) policy. Based on the overall qualifications, expertise, and cost, staff recommends awarding a Professional Services Agreement (PSA) to Carollo Engineers, Inc. in an amount not to exceed $294,230. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION An RFP that outlined the Scope of Work and selection criteria (See Table 1) for this study was publicly advertised and sent to all firms who were registered in the Online Bidding System. Six proposals were received. A panel of five staff members reviewed and ranked each proposal in accordance with the evaluation process set forth in the Sanitation District's Resolution No. OCSD 07-04, Section 5.07 (See Table 2). The proposals were evaluated according to the following: Table 1 Selection Criteria Item Weighting 1 Understanding the Scope of Work 25% 2 Project Approach 25% 3 Qualifications of the Team 10% 4 Qualifications of the Firm 25% 5 Fee Proposal 15% Table 2 Proposal Evaluation Evaluator Tetra- Atkins Black & Brown & Carollo CH2M-Hill Tech Veatch Caldwell Engineers Reviewer A 46 57 63 67 80 65 Reviewer B 45 57 56 74 80 76 Reviewer C 56 62 68 66 80 64 Reviewer D 70 62 75 74 83 60 Reviewer E 45 47 67 73 76 62 Total Score 277 291 343 359 413 336 Overall Rank 6 5 3 2 1 4 Pro osad $ 273,866 1 717,155 1 299,826 1 794,825 1 294,230 1 444,521 The Carollo Engineers team offered an excellent understanding of the issues listed in the Scope of Work, which they grouped in a logical sequence for the assessment work. They also presented an excellent approach to the project along with cost-saving ideas to conduct the work requested. Page 2 of 3 Staff then conducted a review and comparison of total labor hours and labor-hour distribution by task as related to the work items, labor overhead rates, and profit calculations. These elements were compared to budgeted amounts, RFP requirements, industry standards, historical data, and Sanitation District guidelines. Based on the above analysis, staff determined the final cost proposal to be fair and reasonable for the Scope of Work. CECA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted. (Line item: Section 8, Page 45). Project contingency funds will be used for this Contract. Date of Approval Contract Amount Continaencv 01/23/13 $294,230 10% ATTACHMENT The following attachment(s)may be viewed on-line at the OCSD website (1 w .ocsd.com) with the complete agenda package: Planning Services Agreement (16 pages) TV:sa:gc Page 3 of 3 PLANNING SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 2P day of January, 2013, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CAROLLO ENGINEERS, INC., for purposes of this AGREEMENT hereinafter referred to as"CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Plant 1 Headworks Assessment, Project No. SP-182, to provide planning services and produce a study of the Plant 1 Headworks area to provide information to complete the planned rehabilitation; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of planning services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on January 23, 2013 the Board of Directors, by Minute Order, approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK. CONSULTANT agrees to furnish necessary planning services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this AGREEMENT. In the event of a conflict between the Scope of Work and this AGREEMENT, the terms of this AGREEMENT shall prevail. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA PROJECT NO. SP-182 Page 1 of 16 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the standards of best professional practice for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the report prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTS services and/or work products) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the Format for Deliverables listed in Attachment "A", Scope of Work. Any changes to these specifications by the CONSULTANT require advance written approval of the SANITATION DISTRICT. E. All planning services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. PSA PROJECT NO. SP-182 Page 2 of 16 2. COMPENSATION. Total compensation shall be paid to CONSULTANT for services performed in accordance with the following provisions: A. Total Compensation Total compensation for the services provided under this AGREEMENT shall be in an amount not to exceed Two Hundred Ninety Four Thousand Two Hundred thirty dollars ($294,230) ("Total Compensation"). Total Compensation to CONSULTANT, which includes burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs, shall not exceed the sum set forth herein. As a portion of the Total Compensation, CONSULTANT shall pay to all Subconsultants, excluding out-of-pocket costs, on an hourly-rate basis per Attachment"B." The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges subject to the limitations set forth herein. Profit for CONSULTANT and Subconsultants shall be 5%. Amendments shall be governed by the established profit percentage stated in the RFP. The profit percentage shall apply to the Prime CONSULTANT and all Subconsultants. B. Labor. As a portion of the Total Compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the fully burdened salaries (salaries plus benefits and overhead and profit) charged on an hourly-rate basis to this Project. CONSULTANT and all Subconsultants will provide the SANITATION DISTRICT with certified payroll records of all employees where time is charged to this Project. C. Overhead. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT for overhead at a rate equal to 93% of burdened labor paid by CONSULTANT pursuant to this Compensation Section hereof. D. Subconsultants. CONSULTANT shall pay all Subconsultants in accordance with Section 2. Total Compensation. Payments shall be based on the hourly-rates per the schedule attached hereto as Attachment"B". E. Direct Costs. As a portion of the Total Compensation, the SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants for the expenses described as Other Direct Costs, and identified as allowable on Attachment"D" hereto that CONSULTANT and Subconsultants actually incur in performance of this AGREEMENT. Attachment"D" is hereby incorporated by reference. Reimbursement for Other Direct Costs for CONSULTANT and all Subconsultants shall not include markup of any kind. CONSULTANT shall provide to the SANITATION DISTRICT itemized receipts, regardless of amount, and other documentary records to support each request for reimbursement. SANITATION DISTRICT shall pay to CONSULTANT the actual direct costs for an amount not to exceed $1,560. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written PSA PROJECT NO. SP-182 Page 3 of 16 approval of the SANITATION DISTRICT. All incidental expenses shall be included in overhead pursuant to Compensation Section above. (See Attachment"B"). 3. REALLOCATION OF TOTAL COMPENSATION. The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final AGREEMENT Acceptance as set forth above shall not be deemed to be an acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the Consultant's request for final AGREEMENT Acceptance. 5. PAYMENT A. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1)current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date', 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. PSA PROJECT NO. SP-182 Page 4 of 16 Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. B. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT PSA PROJECT NO. SP-182 Page 5 of 16 a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 6. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 7. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS—CONSULTANT PERFORMANCE A. Ownership of Documents for the Planning Services performed, all documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Planning Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Planning Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. PSA PROJECT NO. SP-182 Page 6 of 16 8. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liabilitv The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: $2,000,000 per occurrence with $2,000,000 aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. PSA PROJECT NO. SP-182 Page 7 of 16 D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of$1,000,000 or alternatively, $1,000,000 per person for bodily injury and $1,000,000 per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of $1,000,000 per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than two million dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. PSA PROJECT NO. SP-182 Page 8 of 16 CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, Effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION PSA PROJECT NO. SP-182 Page 9 of 16 DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Contracts Administration, Division 230, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions: Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. PSA PROJECT NO. SP-182 Page 10 of 16 9. SCOPE CHANGES. In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees, changes in the period of performance, or modifications to the Scope of Work. CONSULTANT must obtain written approval from the SANITATION DISTRICT Project Manager prior to performing any work outside the approved Scope of Work. When CONSUTLANT foresees the possibility that any of the Project goals will not be met, CONSULTANT shall immediately notify the SANITATION DISTRICT Project Manager to discuss a corrective plan. A corrective plan will be required for any changes to Attachment"A", Scope of Work, schedule, budget, or level of quality. 10. PROJECT TEAM AND SUBCONSULTANTS. CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2 (Compensation). There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION. The CONSULTANT's employees and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subagreements, and shall ensure that these rights are binding upon all Suboonsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this PSA PROJECT NO. SP-182 Page 11 of 16 AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES. The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES. All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contract Administrator CONSULTANT: CAROLLO ENGINEERS, INC Doug Lanning, PE, PMP 10540 Talbert Avenue, Suite 200E Fountain Valley, CA 92708 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OCSD staff must be approved by the OCSD Project Manager prior to action from the CONSULTANT. PSA PROJECT NO. SP-182 Page 12 of 16 15. TERMINATION. The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 14. 16. DOCUMENTS AND STUDY MATERIALS. The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE. CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION. Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION. In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS. 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. 21. WARRANTY. CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PROJECT NO. SP-182 Page 13 of 16 22. INDEMNIFICATION. To the fullest extent permitted bylaw, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT'S, and agents (collectively the"Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys'fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim", collectively, "Claims )which may arise from, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultanl, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances shall the insurance requirements and limits set forth in this AGREEMENT be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this AGREEMENT are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. PSA PROJECT NO. SP-182 Page 14 of 16 23. DUTY TO DEFEND. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Parry's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. ENTIRE AGREEMENT. This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO. SP-182 Page 15 of 16 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Marc Dubois (Approved as to Form) Date Contracts, Purchasing and Materials Management Division Manager By Chair, Board of Directors Date By Clerk of the Board Date CAROLLO ENGINEERS, INC By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager SS:eh EDMS:003968589 Attachments: Attachment"A!'—Scope of Work Attachment"B"—Hourly rate Schedules Attachment"D"—Allowable Direct Costs PSA PROJECT NO. SP-182 Page 16 of 16 BOARD OF DIRECTORS meeting Date I TOBd.Of Dir. or/23/13 AGENDA REPORT ItemNumber Item Number 0 Orange County Sanitation District FROM: BRADLEY R. HOGIN, GENERAL COUNSEL SUBJECT: CLAIM —TENDER OF DEFENSE AND INDEMNITY SUBMITTED BY DEPARTMENT OF TRANSPORTATION. ROCKY POINT PUMP STATION, CONTRACT NO. 5-50 GENERAL COUNSEL'S RECOMMENDATION Deny Claim/Tender of Defense and Indemnity submitted by the California Department of Transportation and Direct Staff to Transmit a Written Denial of the Claim. SUMMARY On December 13, 2012, the Orange County Sanitation District ("District") received a tender of defense and request to defend and indemnity from the California Department of Transportation (CalTrans) arising out of the underlying action entitled Felicia Serrano ["Serrano"] v. State of Califomia Department of Transportation, at al., Orange County Superior Court Case No. 30-2012-00607300. The underlying action is based on personal injuries sustained by Serrano on December 10, 2011, as a result of a bicycle accident on State Route 1 near Balboa Bay Club in the City of Newport Beach, California, in the vicinity of the Rocky Point Pump Station Project, Contract No. 5-50 ("Project"). Kiewit was the Contractor on the Project. CalTrans is requesting that the District defend and indemnify the State pursuant to the terms of the California Department of Transportation Permit #12-08-N-UL-0735. Staff has determined that the accident occurred across the street from the District's Project where Southern Califomia Edison had a construction project. Because the underlying accident does not arise from the District's Project, it is recommended that the Board deny CalTran's tender, and direct staff to transmit a written denial of the claim to CalTrans. ATTACHMENTS The following attachment(s)are provided in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.coml with the complete agenda package: • CalTrans Tender Letter dated November 27, 2012 (11 Pages) Page 1 of 1 902709.1 NT I HOI] KNEM Q DRQWN DEPARTMENT OF TRANSPORTATION LEGAL DIVISION—MS 130 4050 TAYLOR STREET SAN DIEGO, CALIFORNIA 92110 Fimyour power! PHONE (619)688-2531 Be energy effiuent! FAX (619)688-6905 TTY 711 November 27,2012 VIA CERTIFIED MAIL Orange County Sanitation District 8001 Irvine Center Drive, Suite 1100 Irvine, CA 92618 Kiewit/Mass,A Joint Venture 10704 Shoemaker Avenue Santa Fe Springs, CA 90670 Midwest Agencies,Inc. 3555 Farnam Street - Omaha, NE 68131 Re: Felicia Serrano v. State of California Department of Transportation, et al. Orange County Superior Court No. 30-2012-00607300 Dear Representatives of Orange County Sanitation District,KiewiUMass, A Joint Venture And Midwest Agencies, Inc.: This suit arises from a bicycle accident which allegedly occurred on December 10, 2011, on State Route 1 neat the Balboa Bay Club entrance, in the City of Newport Beach. A copy of the Complaint naming the California Department of Transportation(the State) as a defendant is enclosed with this letter. The State of California,Department of Transportation, hereby tenders its defense in the above-referenced case under the terms of California Department of Transportation Permit# 12-08-N-UL-0735. This request for you to defend and indemnify the State is made pursuant to Standard Specifications, section 7-1.12,which is part of the agreement between the Orange County Sanitation District and the State. The agreement between the Orange County Sanitation District and Kiewit/Mass,A Joint Venture, requires that the State be named as an additional insured on your insurance policy. Please immediately forward this letter to the appropriate representative from your insurance company, Zurich American Insurance Company. "Caitrans improves mobility oeross California" Orange County Sanitation District - Kiewit/Mass, A Joint Venture Midwest Agencies,Inc. November 27, 2012 Page 2 The State hereby requests Zurich American Insurance Company to defend and indemnify the State in this case in accordance with the policy of insurance naming the State as an additional insured. Please find enclosed a copy of the Certificate of Liability Insurance for Policy Number GL04641069. This letter is the State's claim for insurance coverage. The duty of Zurich American Insurance Company to defend the State, as a named insured, against this third party claim arises from the potential for liability covered under the policy of insurance. The enclosed Complaint demonstrates the existence of the requisite potential for liability arising from conduct or circumstances covered by your insurance policy. Our courts have held that in such situations "to defend meaningfully,the insurer must defend immediately" Buss v. Superior Court(1997) 16 Ca1.4th 35, 49). Therefore, the duty to defend the State immediately in this matter is clear and rejection of this duty or delay in responding appropriately would constitute bad faith(Gray v. Zurich Ins. Co. (1965) 65 Cal.2d 263, 276-277). Please respond to this claim within 14 days listing any additional information you will require in making your coverage determination. You must provide a straightforward acceptance or denial of this claim within 40 days as required by California Code of Regulations, Title 10, Chapter 5,Subchapter 7.5. A responsive pleading in this case is due December 10, 2012, so time is of the essence. Please provide the name, address, and phone number of the attorney you assign to defend the State so a substitution of attorney can be filed without delay. You are obligated to pay all reasonable attorney's fees and costs incurred on behalf of the State from this date forward. The State will require reimbursement of the fees and costs it incurs while waiting for you to assign counsel. In orderto preserve the State's rights, a cross- complaint for indemnification against Mewit/Mass, A Joint Venture, and the Orange County Sanitation District will follow. Your anticipated prompt attention to this matter is appreciated. If additional information will assist you,please call or write. Thank you for your courtesy and cooperation in this matter. Ve y ours, JO SCHLOESSER Dep ty ttorney .Enclosures "Cmltrau improve mobility across Cadi/ornia" r III 1 L 6--H kL w �a PLO-PI-001 AlT ...Y JI'll1 ape. 'r..x) FORCOURTaaEON6Y ll ,, P ocn r (SY\ SODS') IJO of David H. Gentry Roi B. Gibson (SBN 162347)Gibson&INghes 11 1551 N T.,tui A v c oo,, Suite 550 and Suite 530 kk . Santa All California 92705 FkLtU Tr - ,11E he (714) 541-4161 F... (.hh..e (714) 541-3121 SUPERIOR s,tl I .r CALIFORIw6 amm,awRrss lep�narl. COUN'YO ORANGE CENTRAL JUS IIIr;-CENTER Aror.vNt�m4 Felicia Serrano _SUPERIOR COURT OP CALIFORNIA COUNTY OF ORANGE Oct 2012 STREE nooeese 700 C ivlc Centel'1)n ve w'est ALAN CARLSON,C;erre of the Court - MAmN=A sess 700 Civic Centro Drive West rill All) coo- Santa Ana, Cali for ma 92701 13"1"1o1ro Ceou al justice Center r cAru-F I J?TACIA SERRANO D FFNDAN I'. tiI:ATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION(CALTRANS);CITY OF NI:WPORTBEACH and E] DOES I TO 100 COMPLAINT—Personal Injury,Property Damage,Wrongful Death 0 AMENDED(Number): Type(check all that apply): Q MOTOR VEHICLE ETI OTHER(specify): Prem. Liability 0 Property Damage 0 Wrongful Death OJ Personal Injury Other Damages(specify): Jurisdiction(check all that apply): CASE h--Fm ACTION IS A LIMITED CIVIL CASE Amountdemanded O does not exceed$10,000 exceeds$10,000,but does not exceed$25,000 O 0 6 O V U [� ACTION IS AN UNLIMITED CIVIL CASE(exceeds$25,000) [� ACTION IS RECLASSIFIED by this amended complaint from limited to unlimited MV �,� Ro�ALD L. ���E� [� from unlimited to limited 1. Plaintiff(name ornames): FELICIA SERRANO alleges causes Of action against defendant(name or names): STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS):CITY OF NEWPORT BEACH and DOES 1-100 2. l na ar,aIiry,including aeechments and exhibits,consists of the follawing number of pages: 5 3 Fach p:air`.iff named acove is a competent adult E. 0 cxceptplaintlff(rrame): (1 i 0 a corporation qualified to do business in California (2) �I an uniscvrporated entity (desrnbe): (3) [A apublic.entity (rfcscrlbof (4) a minor U an adult (a) �, for vdmm a guardian or conservator of the estate or a guardian ad[item has been appointed ge) [__ Otrer(Aped(/,1 (5) 0 oth o"(speriry): It. except plaintiff(name;: (1) 0 a corporatlo-i qualified to do business in California - (2) Q an unincorporated entity(descnbe): (3) a public entity LdAscrron): (4) a minor an Foul: (a) E. -J for whom a guardian or conservator of the estate or a guardian ad litem has been appointed (b) E-1 otlrer(specily,': (5)[] other(specify): Information about additional plaintiffs yr-o are noo competent adults is shown in Attachment S. p,y,IOPJ Ae,_.'Q.Ii ll uze COMPLAINT—Personal Injury, Property 0vtle ofGY Pioi°°'°s6zs 10 to-a�ee0N lea,Jm11q 1.c www.,wnmro.w.ga.- vxocLomtae..m�antzcOTl Damage,Wrongful Death . I I PLD-PI-001 SHORTTITLE rssa wuuaaa: Felicia Serrano v. State of California Department of Transportation 4. 0 Plairi(name): is doing business under the fictitious name(specify): and has complied with the fictitious business name laws. 5. Each defendant named above is a natural person a. [✓] except defendant(name): a except defendant(name): (1) 0 a business organization,form unknown - (1) a business organization,form unknown (2) 0 a corporation (2) a corporation (3) an unincorporated entity(describe): (3) 0 an unincorporated entity(describe): (4) 0! a public entity(describe): State of California(4) a public entity(describe): Department of Transportation (Caltrans) (5) = other(specify): (5) (] other(specify): In. Eef] except defendant(name): d. = except defendant(name): (1) 0 a business organization,form unknown (1) a business organization,form unknown (2) 0 a corporation (2) 0 a corporation (3) an unincorporated entity(describe): (3) an unincorporated entity(describe): (4) 0 a public entity(describe): (4) 0 a public entity(describe): City of Newport Beach (5) other(specify): (5) other(specify): Information about additional defendants who are not natural persons is contained in Attachment 5. 6. The true name=_of defecdants sued as Does are unknown to plaintiff. - a. Doedefendunts(specify Doe numbers} 1-100 were the agents or employees of other named defendants and acted within the scope of that agency or employment. b. ODoe defeadants(specify Doe numbers): 1-100 are persons whose capacities are unknown to plaintiff. 7. 0 Defendants no are joined under Code of Civil Procedure section 382 are(names): 8. This court is the proper court because a. = at least one defendant now resides in its jurisdictional area. b. = the principal place of business of a defendant corporation or unincorporated association is in itsjurisdictional area. c. = injury to person or damage to personal property occurred in itsjurisdictional area d. O other(specify): 9. 0 Plaintiff is required to comply with a claims statute,and a. © has complied with applicable claims statutes,or b. 0 is excused from complying because(specify): Roawm at-✓ii-en 1,.71 COMPLAINT—Personal Injury, Property e•wnmo Damage,Wrongful Death i,, PLD-PI-00 SHORT T I[: 7 7OMBFR' Felicia Soriano Y. State of California Department of Transportation 10. The following causes of action are attached and the statements above apply to each(each complaint must have one or more ,causes election attached): a. Motor Vehicle b. CI General Negligence c. CIm.nional Tort d. Products Liability ee Premises Liability f 0 Other(epeciry) 11. Plaintiff has suffered 'a. wage loss b. loss of use of property c. hospital and iTiodcal expenses d. general damage e. 0 property cl f. Q loss.`earning capacity g. 0 other damage(specify): 12. = The damages claimed for wrongful death and the relationships of plaintiff to the deceased are a. listed in Attachment 12, b. as follows 13. The reffef sought In this complaint is within the jurisdiction of this court. 14. Plaintiff prays,forjudgment for costs of suit for such relief as is fair,just and equitable;and for a. (1) M compensatory damages (2) = punitive damages The amount of damages is(in cases forpersonal injuryer wrongful death,you must check(1)): (1) according to proof (2) in the amount of.$ 15. F Tl The paragnaphs of this complaint alleged on information and belief are as follows(spechlyparagraph auditions): GN;Pr=.L-1,Prem.L-2,Preirl Prenrl Date: David E. Gentry "PEORMWNBM (WGNATURE OFPLAWIFF'U"MEo PUD-P[401 Pm'Jama,1.=(p] COMPLAINT—Personal Injury, Property Damage,Wrongful Death PLD-PI-001(2) SHORT TITLE: cnsewuueaa: Felicia Serrano v. State of California Department of Transportation First CAUSE OF ACTION—General Negligence Page a (number) ATTACHMENTTO 0 Complaint = Crass-Complaint (Use a separate cause erection form for each cause of action.) GN-1.Plaintiff(name): FELICIA SERRANO alleges that defendant(name): © Does I to 100 was the legal(proximate)cause of damages to plaintiff.By the following acts or omissions to act,defendant negllgenL causedthe damage to plaintiff on(date): or about 12/1011 at(place): West Coast Highway (SR-1) 515 West of Balboa Bay Club entrance,Newport Beach, California. (descrip^on orreas se,formbib(y): On December 10,2011,Plaintiff Felicia Serrano was cycling along Pacific Coast Highway. (SR-1), 515 West of Balboa Bay Club entrance in the City of Newport Beach, State of California. Therc were metal plates covering the roadway areas under repair/constmetion. As Plaintiff was riding her bicycle upon the roadway,her front bicycle wheel got caught in a gap that had been left open between the metal plate and the roadway. Because Plaintiffs front bicycle tire got caught in the gap,her bicycle stopped suddenly causing Plaintiff to fall to the ground. Asa result of the fall, Plaintiff sustained a left distal radius fracture requiring open reduction and internal fixation using aT-plate. Plaintiff subsequently required manipulation under anesthesia and extensive physical therapy. Defendants,Does 1 to 100,their agents,employees,representatives,failed to properly cover the roadway.under construction such that a gap was left between the metal plates and the roadway causing a dangerous condition to those who utilize said roadway and failed to warm of said dangerous condition. Paget off Pa„,roP�*ers ocua,am.° l l Negligence CAUSE OF ACTION—General ence cm.mra®eva azsaz .nu�lcw��wmaaa.+. 09 PIDPI�iQilaev.Jnuary t,SgOn PLD-PI-001(4) SHORTTITLE: cgssauueaa Felicia Serrano v. State of California Department of Transportation Second CAUSE OF ACTION—Premises Liability Page (number) ATTACHMENTTO = Complaint = Cocos-Complaint (Use a separate cause of action form for each cause erection.) Pmm.L-1.Plaintiff(name): FELICIA SERRANO alleges the note of defendants were the legal(proximate)cause of damages to plaintiff. On(date): or about 12/10 t I plaintiffwas injured on the following Premises in the following fashion(descdotm ofp,cnnsas and drournstances ofinjury): Defendants,their agents, employees,representatives and/or hired contractors failed to properly cover the roadway under construction such that a gap was left between the metal plates and the roadway causing a dangerous condition. Phuntilfwas cycling along Pacific Coast Highway (SR-1)515 W est of Balboa Bay Club entrance in the City ofNewpon Beach, State of California when her front bicycle wheel caul-lit in said gaps, causing her to fall to the ground resuttingiii severe and cloliiliLLLtiiiginjuries and damages. Pmm.L-2. Count One—Negligonce The defendant,,whc)negligently owned,maintained,managed and opp,alad the descr:bcd promises were(names): E V I Does 1 to 100 Pmm.L-3. Count Two—Willful Failure to Warn[Civil Code section 846]The defendant owners who willfully or maliciously Palled to guard or warn against a dangerous condition,use,structure,or activity were (names): Does to Plaintiff,a recreational user,was = an invited guest = a paying guest Prem.L-4. 0 Count Throe—Dangerous Condition of Public Property The defendants who owned public property on which a dangerous condition existed were(names): State of California Department of Transportation(Caltrants), City of Newport Beach E]Does I to 100 a. = The defendant public entity had � actual ( constructive notice of the existence of the dangerous condition in sufficient time prior to the injury to have corrected ft. oE_Ll The condition was created by employees of the defendant public entity. Prem.L-5. a. Allegations about Other Defendants The defendants who were the agents and employees of the other defendants and acted within the scope of the agency were(names): = Does I to 100 b. 0 The defendants who are liable to plaintiffs for other reasons and the masons for their liability are described in attachment Prem.L-5.b = aisfollows(names): P. Iel CAUSE OF ACTION—Premises Liability JualPL0,P11Mu4)sW.Ja..'1..s1 �.,, ", � �Ja�.- AC.—"RO KE�TI:FJCATE f(?F LIABILITY INSURANCE I l I I., I.I i:I,IL( f E I I P. la, I I If I —Iff, :Ifr,N,,I Jr, i I.11 EW,1,1IS N'i'.IJ1 " W I lie 7 1 1 11;1 ,,;1 III I Ij,,1 II 1)IICS NOT 11 WN L , I III fII, l I III "lL I.I,m arc Al,ilIIIll,qI Jcni Ventum 1070' Shoanxakor Ave- 1.15.11 Saf,lii Fe Sivings CA 901170 uraunEr COVETWGES If 11 '-ILU -IS,j[I 9F 1111 uaw li, IBD,—c, ,, J7hkroJUnlGurn Ift: FHI 1. 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ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS— SCHEDULED PERSON OR ORGANIZATION Tbir eiroo,samem madMes mutanDo provided under Ilia ddllowinm nOMMERCIAL GENERAL Li ABILITY COVERAGE PART scl Name CfAddilm—mll�In"red Of Off r—----I — Location(s, 01 C.,c,,.d 0 Pila tions Al,Y b: ;iS-jH 01� 0H2rfN[Zt,* 'N VJ TNHbIN YOUr4 Alfli ACri�;�3 If HR-,i f�)bf f al rJl P6-Iff MIN EPKII r,i I XF,',17 f7 L PP I-SF Pq VILLAP [Tl-ILIA' INS l-f F,74 CDIa^Rr185. `1011pR11ln 001n1'j il CI1l1mv=f Sfbl�)l—Jl� 1 n01—�I-Qw , 101 f%f I bill 7liw b1l,& lorlol�,i as If f 1 F --- 6 , - -- —, , o , JJ VV < if Al 1110-1i l lf' 70 lf ff llf;m"In, jl!-bfnc th- frf' c'or flf,,'J In!I, -0''Ildb, I'U l If llyVal'l lf.11f'C7 If, lib'dr, ff, fl'AET ltw,) . br-,nady "o." ge If :wI:f0f.1 flf y cfl"oeij "! 'I"l,eV If pan.by I your aff(fl of bl`ff-llfi3 11, 2, < cfv-,amiz of vfif;,art,,n or er,ur br.11alb ul"cll�' W'11-21 ry ll' -is additionffb insul at fill,locatial Vvaf 'Iec a Irm My foh,,Ilf, lJdAll GYnjwn- apply: Thi, If-.mn,, oces,Io appVic. I'dIlY 1 11 111, ;,1yfIe-,)l l6.3'aflfl occur...ig ff,fu "ll worl�'011.tfte o offff l tif nru,rgmmIr eau f, 1apmin eC.xl br ll,i f,fft-it 01 the :N a'!"f, l bil"faI,r.X'efo or5 hill f,fen or la pmticr c you 10 ILL il fvi"�; Ill, ,Ill.) I hPz,Wa ri jau' t- b,miffinilad by a.r.'P= if oq.l 3ze.ep IfIll "t'Ill a."ot"If lIf"'iffif" ff "if n9uyodif nfl,nal o tif lb-c p�,il,11- OG20 1097 04 ISO Prouorties, Inc_.ZU04 ;,N.1'Etffla-PLAN'S cp ii— c)" 71 STEERING COMMITTEE Mewing Date TOBd.Of Dir. 01/23/13 O1/23/13 AGENDA REPORT Item Number Item Number 2 12 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jeff Reed, Director of Human Resources SUBJECT: AB 340—The California Public Employees Pension Reform Act of 2013 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 13-01, Setting Forth Terms and Conditions of Orange County Employees Retirement System (OCERS) Benefits in Compliance with the Requirements of the California Public Employees Pension Reform Act of 2013 (PEPRA). SUMMARY PEPRA, the statewide pension reform act passed by the Legislature and signed into law by the Governor in September 2012, mandates many changes to public retirement systems in California, including the Orange County Employees Retirement System (OCERS), of which the Orange County Sanitation District (OCSD) is a member agency. OCERS' actuary, the Segal Company, issued their analysis in October 2012, which concluded that the Sanitation District's Plan B benefit formula (1.667 @ 57.5") did not pass the PEPRA tests on the comparison of benefit factors under the benefit formula or the comparison of normal cost under the benefit formula. In fact, the Segal report stated that none of OCERS' General Members' benefit formulas passed these tests, with the exception of the retirement plan provided by the County of Orange. Therefore, OCSD is required to transition from its present "1.667% @ 57.5" (Tier II) formula for its employees to the PEPRA General Member benefit formula applicable to new employees/new members first hired on or after January 1, 2013, which is the "2% @ 62"formula. The change is the difference in the normal cost of each plan, which is projected to be a savings of 1.8% of covered payroll. OCSD has no discretion in this matter. The statutory language of PEPRA requires that new employees/new members (as defined by statute) hired on or after January 1, 2013 will be subject to the new formula and other mandates. It is noteworthy that PEPRA includes an exception for current employees/current members of reciprocal California public retirement systems, providing that these employees, if hired by a new agency within 180 days of leaving the current public employer, will come in at the hiring agency's pre-PEPRA retirement benefit formula, or"1.667% @ 57.5" (Tier II)for OCSD. Page 1 of 3 Despite PEPRA's mandates, other sections of the Government Code require the Board to adopt by Resolution terms and conditions of employment, for which the attached Resolution applying to OCSD represented classification/positions complies. PRIOR COMMITTEE/BOARD ACTIONS Board Adopted Resolution Number "OCSD 12-16" at the December 2012 meeting, applying PEPRA to OCSD unrepresented employees. ADDITIONAL INFORMATION OCERS executives provided confirmation that the District's current benefit formulas did not pass the PEPRA tests through electronic correspondence, which has been provided as an attachment for reference. OCERS also provided a summary of their interpretation of PEPRA, and how the legislation will be applied to both current and future members of the retirement system. Lastly, OCERS provided Pension Reform Conference Committee Legislative Language, which provides clarification on the impacts to OCERS and highlights the sections impacted by the legislation. In an effort to visualize the comparison of benefit factors under the benefit formula, staff is providing a table and a graph, each of which illustrates the benefit factors side by side. The table lists each of the multipliers for each benefit formula, and highlights the age and service requirements for normal retirement. The Normal Retirement Age (NRA) refers to the earliest date an individual can retire with unreduced pension benefits. Under the third tier, the NRA is 67; while the minimum retirement age is 52. For the plans in existence prior to December 31, 2012, the NRA is 55 and 57.5; while the minimum retirement age is 50. The graph illustrates how each of the benefit factors compare to one another. CEQA N/A BUDGET / DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS The following attachment(s)are provided in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.corn with the complete agenda package: 1. Resolution No. OCSD 13-01: A Resolution of the Board of Directors of the Orange County Sanitation District Adopting Requirements Set Forth by the Public Employees Pension Reform Act ("PEPRA") of 2013 for Represented Employees. 2. Confirmation Notice from Steve Delaney, Chief Executive Officer of OCERS. Page 2 of 3 3. Orange County Employees Retirement System a. Public Employees Pension Reform Update. September 21, 2012 b. Pension Reform Conference Committee Legislative Language, August 30, 2012 4. Orange County Sanitation District Plans a. Comparison of Benefit Factors under the Benefit Formula - Graph b. Comparison of Benefit Factors under the Benefit Formula - Table Page 3 of 3 RESOLUTION NO. OCSD 13-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ADOPTING REQUIREMENTS SET FORTH BY THE PUBLIC EMPLOYEES PENSION REFORM ACT ("PEPRA") OF 2013 FOR REPRESENTED EMPLOYEES. WHEREAS, for purposes of this resolution, include employees represented by: The International Union of Operating Engineers Local 501 for the Operations and Maintenance Unit; Employees in the Supervisor Group; Employees in the Professional Group; and the Orange County Employees Association for the Administrative and Clerical Unit, Technical Services Unit, and Engineering Unit. In accordance with the provisions of California Government Code Sections 3500, et seq., and Resolution No. 99-24 of the Joint Board of Directors, the District's authorized representatives have met and conferred in good faith with representatives of each group, which resulted in each respective agreement. WHEREAS, on September 12, 2012, Governor Jerry Brown approved Assembly Bill 340 ("AB340"), The Public Employees' Pension Reform Act ("PEPRA"), which amends the County Employees Retirement Law("CERL") of 1937 that Orange County Sanitation District's pension plan administrator, Orange County Employees Retirement System (OCERS), is governed by. WHEREAS, PEPRA establishes a new retirement formula that cannot be exceeded by a public employer offering a defined benefit pension plan, setting the maximum benefit allowable for employees first hired on or after January 1, 2013, as a formula commonly known as 2.5% at age 67 for non-safety members. WHEREAS, PEPRA requires public employees who are first employed on and after January 1, 2013, and who contribute to a defined benefit plan to contribute at least one-half of the annual actuarially determined normal costs, and would prohibit a public employer from contributing in any fiscal year, in combination with employee contributions, less than the plan normal cost, except as specified. WHEREAS, the amount of pensionable compensation upon which a defined benefit for new members could be based would be limited to an amount determined under a specified provision of federal law for an employee whose service is included in the federal system (Social Security), which is $113,700 for 2013, and 120% of that amount for an employee whose service is not included in the federal system. These amounts would be adjusted annually, as specified. WHEREAS PEPRA prohibits a variety of payments, including unscheduled overtime, payments for unused vacation, sick leave, or compensatory time off, exceeding what may be earned and payable in each 12-month period during the final average salary period, and specified payments made at the termination of employment from being included in compensation earnable. The bill would require the board to establish a procedure for assessing and determining whether an element of compensation was paid to enhance a member's retirement benefit and would prohibit that compensation from being included in compensation earnable. WHEREAS, in addition to the previously noted mandates, PEPRA also establishes other mandates regarding public sector pension plan benefits that apply to the Orange County Sanitation District. NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District, does hereby resolve declare, determine and order as follows: Section 1. The applicable aforementioned PEPRA legal requirements shall apply to individuals who become represented Orange County Sanitation District employees as of January 1, 2013. PASSED AND ADOPTED at a regular meeting held January 23, 2013. Troy Edgar, Chair ATTEST: Clerk of the Board Spencer, Richard From: Quintero, Marisa <mquintero@ocers.org> Sent: Friday,October 26,2012 3:53 PM Subject: Segal Letter on OCERS Plans Attachments: Segal letter on OCERS Plans and the PEPRA test.pdf Follow Up Flag: Follow up Flag Status: Flagged This message is being sent on behalf of Steve Delaney; OCERS actuary,The Segal Company,has concluded its review of the benefit formulas currently adopted by the plan sponsors to determine whether any of those formulas pass the test articulated in AB 340,which allows a plan sponsor to retain a benefit formula if it has both a lower normal cost and a lower benefit factor at normal retirement age instead of requiring implementation of the PEPRA formula. Only the 1.62%at 65 general member benefit formula passed the test. This means that any agency that has this benefit formula in place,or any agency that adopts this benefit formula prior to January 1,2013,may retain that formula for those employees hired on or after January 1, 2013. Please see Segal's letter,attached. Thankyoul Marisa Quintero Secretary I/legalDeyartment 2223 E. -Wellington Avenue Suite zoo Santa Ana, CA 927oz 2*14)569-4811 a 91714)569-4883 ®: _M<TT�uUlla_rpYOC'LT Sorel CCEKS THE INFORMATION CONTAINED IN THIS MESSAGE AND ANY ATTACHMENT MAYBE PRIVILEGED,CONFIDENTIAL,PROPRIETARY OR OTHERWISE PROTECTED FROM DISCLOSURE AND IS INTENDED FOR USE BY THE PERSONS)NAMED ABOVE.If the reader of this message is not the Intended recipient,you are hereby notified that any dissemination,distribution,copying or use of this massage and any allachmant Is strictly prohibited It you have received this message In error,please notify us Immediately by replying to the message and permanently delete It from your computer and destroy any printout thereof. 1 ORANGE COUNTY OCERS PUBLIC EMPLOYEES PENSION REFORM ACT (PEPRA) UPDATE Prepared by Julie Wyne, OCERS' Assistant CEO, External & Legal Operations September 21, 2012 Summary: On September 12, 2012, Governor Brown signed Assembly Bill 340 (Furutani), creating the Public Employees Pension Reform Act (PEPRA) and amending certain sections of the 1937 Act that OCERS' operates under. The new law creates a new benefit tier for new employees/members entering public agency employment and public retirement system membership for the first time on or after January 1, 2013. The new tier has a single general member benefit formula and three safety member benefit formulas that must be implemented by all public agency employers unless the formula in existence on December 31, 2012 has both a lower normal cost and a lower benefit factor at normal retirement age. The new tier requires that all new employees/members, hired on or after January 1, 2013, pay at least 50% of the normal cost contribution. The normal cost contribution is the contribution set by the retirement system's actuary to cover the cost of a current year of service. It does not include the unfunded liability portion of the contribution. The employer can negotiate with current and new employees/members for the payment of additional contributions including the employer's portion of normal cost and the unfunded liability. New employees/members have their compensation eamable, which OCERS' uses to calculate retirement benefits, limited to 120% of the Social Security level ($132,120 for 2012), adjusted annually based on changes to the Consumer Price Index for All Urban Consumers, and further limited to base pay. Current employees will not see a change in their compensation eannable. Retired members, on and after January 1, 2013, will have to wait at least 180 days before returning to work for an OCERS' covered employer on a limited time basis (960 hours or less a fiscal year). IMPORTANT NOTE: IF YOU ARE CURRENTLY RETIRED, YOUR BENEFITS WILL NOT CHANGE. IF YOU ARE ACTIVELY EMPLOYED ON 12-31-12,YOUR BENEFITS WILL NOT CHANGE. 1 ORANGE COUNTY CXEKS PUBLIC EMPLOYEES PENSION REFORM ACT (PEPRA) UPDATE Prepared by Julie Wyne, OCERS' Assistant CEO, External & Legal Operations September 21, 2012 Questions and Answers: Question 1: Will my monthly retirement allowance amount be affected by the Public Employees Pension Reform Act (PEPRA)? Answer 1: No, your monthly retirement allowance will not be affected by the provisions in the PEPRA. OCERS will NOT recalculate your benefit based upon any benefit formula contained in the new law. Your allowance will continue to be calculated in the same way it is calculated today. Question 2: Will my Cost of Living Adjustment (COLA) be affected by the PEPRA changes? Answer 2: No, your COLA will not be affected by the provisions in the PEPRA. OCERS will NOT recalculate your COLA benefit based upon any provisions of the new law. Your COLA will continue to be calculated in the same way it is calculated today. Question 3: Will my Supplemental Targeted Adjustment for Retirees Cost of Living Adjustment(STAR COLA) be affected by the PEPRA changes? Answer 3: No, your STAR COLA (for those of you who receive one) will not be affected by the provisions in the PEPRA. OCERS will NOT recalculate your STAR COLA benefit based upon any provisions of the new law. Your STAR COLA will continue to be calculated in the same way it is calculated today, and eligibility for the STAR COLA will continue to be determined by the OCERS' Board of Retirement each year. 2 E CGONTY OCERS PUBLIC EMPLOYEES PENSION REFORM ACT (PEPRA) UPDATE Prepared by Julie Wyne, OCERS' Assistant CEO, External & Legal Operations September 21, 2012 Question 4: Can I return to work for an OCERS' covered employer for 960 hours or less in a fiscal year, without becoming an active member of OCERS and having my retirement allowance suspended? Answer 4: Yes, you can return to work for an OCERS' covered employer for 960 hours or less in a fiscal year, without becoming an active member of OCERS and having your retirement allowance suspended, but after 1-1-13, you will have to wait at least 180 days from retirement before returning to work, unless special circumstances apply. 3 Pension Reform Conference Committee Legislative Language August 30, 2012 Sections affected: Amending Education Code §24214 and §24214.5 and adding§22119.3, §22164.5, §24202.7,and §24202.8. Amending Government Code §9355.4, §9355.41, §9355.45, §20281.5, §20516, §21076,and §31461. Amending and renumbering Government Code §1234(New§7522.70). Adding Government Code§20516.5, §20677.96, §20683.2, §20791, §21076.5, §31542, §31542.5, §31543, §31631 and§31631.5. Adding the following to the Government Code, a heading to Articles I, 2 and 3 and a new Article 4 to Chapter 21,Division 7,Title I. Adding and repealing Government Code§7522.66 and §21400 and repealing headings of Chapter 21.4 and 21.5 of Division 7,Title 1. IMPACT ON OCERS: CURRENT EMPLOYEES: The benefit formulas and limits on calculating compensation minable contained in the new Public Employees Pension Reform Act do NOT apply to current employees, HOWEVER the clarification of what is excluded from compensation eamable and the addition of a test the retirement system must perform and procedures it must adopt to ensure there is no pension spiking do. Also, provisions requiring a county or district to identify the pay period compensation was earned regardless of when it was reported and limiting the reporting of compensation to the retirement system to only compensation eamable apply. Finally, the retirement board is given the ability to audit a county or district and assess reasonable costs to cover the cost of audit, adjustment or correction when the board determines that the county or district knowingly failed to report compensation in accordance with the new provisions. In addition, the governing bodies of employers can collectively bargain with employees to require payment of all or part of the member and employer contributions as long as they are uniformly applied and do not violate laws in place as of December 31,2012. WHAT IT CHANGES: • Employers CANNOT adopt an enhanced benefit formula after 1-1-13 and apply it to past service • The retirement system must now determine whether compensation was paid to enhance a member's retirement benefit,which could include: o compensation that was previously paid in kind that was converted to cash during the member's final average salary measuring period (like furnishing a car, then converting that to an auto allowance), Pension Reform Legislative Language(8-30-12) Page I • one time or ad-hoc payments provided to a member but not all similarly situated members in the grade or class,and o payments made solely due to the termination of the member, with the exception of unused vacation, leave or compensatory time that does not exceed what the member could cam in each 12-month period during the final average salary measuring period • The member can challenge the board's determination that compensation was paid for the sole purpose of enhancing the pension including judicial review by writ of mandate • A county or district must report only compensation earnable to the retirement system,and must certify what pay period the compensation was earned regardless of when it was paid • If the county or district knowingly fail to report compensation correctly, the retirement system can audit and assess fees to cover the cost of the audit, correction or adjustment necessary and the county or district may not pass this cost on to employees • The retirement board may also audit the county or district to determine correctness of retirement benefits, reportable compensation, and enrollment in or reinstatement to the system WHAT IT DOESN'T CHANGE: • There will be NO benefit formula reductions • There will be NO changes in how OCERS calculates final average salary UNLESS a current employee terminates employment and becomes a "new employee" (defined below) under the new Act, OR a current employee receives compensation determined by the OCERS' Board to be paid to enhance the member's retirement benefit WHAT IT MIGHT CHANGE: • The Board of Supervisors or governing bodies of districts can negotiate with employees under collective bargaining to require that employees pay all or part of member and employer contributions (both normal cost and unfunded liability cost), as long as it is uniformly applied, agreed to in a memorandum of understanding,and does not violate the law in place as of 12-31-12 • The Board of Supervisors or governing bodies of districts may require that members pay 50 percent of normal cost of benefits, as long as it is no more than 14% above the normal rate established for general members, 33% of the normal rate established for safety members who are local police officers, firefighters and county peace officers and 37% above the normal rate established for safety Pension Reform Legislative Language(8-30-12) Page 2 i members other than local police officers, firefighters and county peace officers, as long as it does not violate the law in place as of 12-31-12 CURRENT RETIREES: There is no change in a retiree's benefits. There are changes to the ability to return to work after retirement but there is a question about whether this violates other provisions of the'37 Act. WHAT IT CHANGES: The Act restricts the ability of a retiree to return to work for a public employer in the same retirement system without reinstatement to active service and a suspension of the retirement benefit unless it is during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration, as long as the retiree did not receive unemployment benefits arising from the prior employment. In either case, the work shall not exceed 960 hours in a calendar or fiscal year at a specific rate of pay and the retiree cannot come back to work before 180 days after retirement unless the employer certifies that the nature of employment and the appointment is necessary to fill a critically needed position sooner than I80 days and the employer's governing body approves it in a public meeting, or the retiree is a safety member. A retired member who received a retirement incentive must wait at least I80 days to return to work. Returning to work as a member of a state board or commission is also limited depending upon the circumstances of the appointment. WHAT IT DOESN'T CHANGE: There is no change to a retiree's benefit formula or final average salary used to calculate their retirement allowance, and no change to the Cost of Living Adjustment (COLA) provisions and supplemental COLA (STAR COLA) provisions. NEW EMPLOYEES HIRED ON OR AFCER 1-1-13: A "new employee" is defined as an employee who is first elected or appointed by any public employer on or after 1-1-13 and who was not employed by any other public agency prior to that date, unless they terminated from the other public employer and did not establish reciprocity with the new employer's retirement system. A "new member" of a retirement system is an employee who first becomes a member of a public retirement system on or after 1-1-13 who was not a member of a public retirement system prior to that date unless reciprocity is established or did not have a break in active membership for more than six months. WHAT IT CHANGES: For "new employees" who become "new members" of the retirement system, an employer must adopt a new defined benefit formula for both Pension Reform Legislative Language(8-30-12) Page 3 general and safety members unless that employer has a benefit formula in place (either defined benefit or defined contribution) that is equal to or lower than the formula described in the new Act. An employer cannot offer a supplemental defined benefit plan to new employees or new groups of employees not currently covered under an existing plan. • General member benefit formula that allows retirement at age 52 with 5 years of service at 1.0%, increasing to 2.5%at 67 • No disability retirement for general members contained in the legislative language, but there is a question about whether current '37 Act sections would apply • Limiting compensation for both general and safety members used to calculate the retirement benefit to 1000% of the Social Security level if covered by Social Security or 120%of the Social Security level if not covered, adjusted by changes in the Consumer Price Index for all Urban Consumers annually on January I" following the annual valuation. OCERS members are not covered by Social Security • Limiting "pensionable compensation" (what OCERS' calls "compensation eamable")to the normal monthly rate of pay or base pay paid to similarly situated members of the same group or class of employment for full-time services during normal working hours • Pensionable compensation does NOT include: o Any compensation determined by the board to be paid solely to enhance a member's retirement benefit o In kind benefits being converted to cash payments during the member's measuring period o One time or ad hoc payments o Severance payments paid in connection with separation from employment o All payments for unused vacation,annual leave, personal leave, sick leave, or compensatory time off, regardless of when reported or paid o Payment for services rendered outside of normal working hours o Overtime,unless FLSA o Employer provided allowances like housing,auto, or uniform o Employer contribution to deferred compensation or defined contribution plans o Any bonuses paid in additional to base pay,and o Any other compensation the retirement board determines is in excess of the member's monthly rate of pay or base pay as paid to similarly situated members of the same group or class for full-time services during normal working hours Pension Reform Legislative Language(8-30-12) Page 4 o Any other compensation the retirement board determines should not be pensionable compensation • Employers cannot offer any defined benefit, including those offered by private providers, on compensation in excess of the Social Security limit, but can offer contributions to a defined contribution plan, subject to limitations, if it conforms with federal law. This does not create a vested right to continue to receive the employer contribution • No new supplemental defined benefit plans can be offered to new employees or groups of employees not currently covered • Employers and employees must equally share normal cost and employees must pay at least 50%unless it is collectively bargained for the employee to pay more. The normal cost rate is the annual actuarially determined normal cost of the defined benefit plan expressed as a percentage of payroll • The normal cost provisions apply unless there is a collective bargaining agreement in place that applies on 1-1-13, until that agreement is renewed, amended or extended • Final average salary is measured over a three year period • Three safety member benefit formulas to choose from that each allows retirement at age 50 with 5 years of service. The Basic Safety Plan provides 1.426% at 50, increasing to 2%at 57 and over. The Safety Option One Plan provides 2%at 50, increasing to 2.5% at 57 and over. The Safety Option Two Plan provides 2% at 50, increasing to 2.7%at 57 and over • The safety employers choice between the three safety formulas is limited to the formula that provides a lower benefit at 55 years of age than the formula provided to safety members on December 31, 2012 • On or after 1-1-13 safety employer and employees can negotiate a change to a lower safety benefit formula for new employees of that bargaining unit hired on or after the effective date of the agreement if collectively bargained and agreed to in a memorandum of understanding • The safety employer who negotiates a lower benefit formula for new employees shall not provide different defined benefits to nonrepresented, managerial or supervisory employees than the employer provides for other employees in the same membership classifications • Safety members can receive a service connected disability retirement equal to the greater of 50%of final compensation attributable to the defined benefit plan plus an annuity purchased with accumulated member contributions, or a service retirement if qualified, or an actuarially reduced factor determined by the actuary for each quarter year that his/her service age is less than 50 years of age, Pension Reform Legislative Language(8-30-12) Page 5 multiplied by years of safety service. This section is repealed as of 1-1-18 unless there is a later enacted statute extending its provisions . Internal Revenue Code Section 401(a)(17) limits apply to the compensation that can be considered when calculating a retirement benefit, like they do now. An employer cannot make contributions to any qualified retirement plan on compensation in excess of the limit.The 2012 limit is$250,000 . An employer cannot establish a replacement benefit plan for benefits that are limited by Internal Revenue Code Section 415. The 2012 limit is $200,000 for age 62,adjusted downward the earlier a member retires,unless certain rules apply . Officers elected or appointed to a city council or board of supervisors on or after 1-1-13 will have their retirement benefit based on highest average annual pensionable compensation earned by the member during the period of each elective office . Changes to felony conviction provisions requiring forfeiture of benefits . Precludes the purchase of nonqualifed service credit under Section 415(n)(3)(C) of the Internal Revenue Code unless the purchase began prior to 1-1-13. In OCERS' this would be air-time, which is not approved in Orange County presently . Prohibits employers from contributing less than normal cost unless the plan is funded above 1200% per the system's actuary, the actuary determines that continuing to accrue excess earnings could result in disqualification of the plam's tax exempt status under the Internal Revenue Cade, and the board determines that receipt of any additional contributions would conflict with its state constitutional fiduciary duties Pension Reform Legislative language(8-30-12) Page 6 Comparison of Benefit Factors Under the Benefit Formula 3.00% 2.50% 2.00% t Plan H 2.5%@ 55 1.50% �(—Plan B 1.667%@ 57.5 --)N—PEPRA Plan 2.0%@ 62 1.00% 0.50% 0.00% 50 51 52 53 54 55 56 57 57.5 58 59 60 61 62 63 64 65 66 67 Comparison of Benefit Factors Under the Benefit Formula Plan H Plan B PEPRA Plan Age 2.5% @ 55 1.667% @ 57.5 2.0% @ 62 50 2.00% 1.18% N/A 51 2.10% 1.24% N/A 52 2.20% 1.30% 1.00% 53 2.30% 1.36% 1.10% 54 2.40% 1.43% 1.20% 55 2.50% 1.49% 1.30% 56 2.50% 1.56% 1.40% 57 2.50% 1.64% 1.50% 57.5 2.50% 1.67% 1.55% 58 2.50% 1.73% 1.60% 59 2.50% 1.82% 1.70% 60 2.50% 1.92% 1.80% 61 2.50% 1.99% 1.90% 62 2.50% 2.09% 2.00% 63 2.50% 2.20% 2.10% 64 2.50% 2.31% 2.20% 65 2.50% 2.43% 2.30% 66 2.50% 2.43% 2.40% 67 W09 2.50% 2.43% 2.50% STEERING COMMITTEE Mewing Date TOBd.Of Dir. 01/23/13 O1/23/13 AGENDA REPORT Item Number Item Number 3 13 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager SUBJECT: SAWPA AUDIT RESPONSE: REMEDIAL PLAN GENERAL MANAGER'S RECOMMENDATION Issue the final Remedial Plan to the Santa Ana Watershed Project Authority (SAWPA) to correct significant deficiencies in its pretreatment program. SUMMARY On December 19, 2012, the Steering Committee reviewed the draft Remedial Plan, found the draft acceptable in concept, and directed staff to work on the plan with SAWPA. Staff has incorporated additional details into the Remedial Plan and sent a copy to SAWPA for review. On January 9, 2013, staff met with SAWPA and reviewed the audit findings. Staff also reviewed the draft Remedial Plan, answered SAWPA's questions about the plan, and outlined the expectations (requirements and timeline) of SAWPA under the Remedial Plan. Based on that meeting, staff is finalizing the Remedial Plan, and SAWPA is required to respond to each audit finding by February 15, 2013. Staff will provide the final draft of the Remedial Plan to the Steering Committee for issuance. PRIOR COMMITTEE/BOARD ACTIONS December 2012 - The Steering Committee reviewed the draft Remedial Plan, found the draft acceptable in concept, and directed staff to work on the plan with SAWPA. November 2012 - The Steering Committee reviewed the SAWPA Audit and directed staff to prepare a Remedial Plan for issuance to SAWPA. ADDITIONAL INFORMATION N/A CEQA N/A Page 1 of 2 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS Remedial Plan to be forthcoming, and will be posted online. JC:jb:gc Page 2 of 2 Return to Agenda MINUTES GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE STEERING COMMITTEE Monday, October 8, 2012, 5:00 p.m. ROLL CALL Committee Members Roger Yoh OCWD Director, Chairman.....................Present Larry Crandall OCSD Director, Vice Chairman ..............Present Philip L.Anthony OCWD Director .......................................Present Jim Ferryman OCSD Director................................Not Present Claudia Alvarez OCWD Director....................................... Present Troy Edgar OCSD Director...................................... Present Altemates Denis Bilodeau OCWD Director(No. 1)........................... Present John Anderson OCSD Director(No. 1).................... Not Present Stephen Sheldon OCWD Director(No. 2) ... ............. Not Present Tom Beamish OCSD Director(No. 2)..................... Not Present Cathy Green OCWD Director(No. 3)............................Present Mark Waldman OCSD Director(No. 3)........................... Present Other Directors Present Bruce Whitaker OCWD ....................................................Present Staff/Consultants Present Michael Markus, OCWD William Dunivin, OCWD Mehul Patel, OCWD Jim Herberg, OCSD Debbie Bums, DDB Wendy Sevenandt, OCSD Randy Bryan, Parsons 1. MINUTES OF PREVIOUS MEETING ANTHONY- MOTION,AYE CRANDALL- SECOND,AYE RECOMMENDATION:Approve Minutes of the July 9, ALVAREZ - AYE APPROVED 2012 Groundwater Replenishment System Steering YOH- AYE Committee meeting as presented EDOAR-AYE INFORMATIONAL ITEMS 2. CONTRACT NO. GWRS-2012-2: JOINT INFORMATIONAL MICROFILTRATION BACKWASH REDIRECTION PROJECT UPDATE 3. GWRS INITIAL EXPANSION CONSTRUCTION INFORMATIONAL UPDATE 4. GWRS OPERATIONS UPDATE FOR FISCAL YEAR INFORMATIONAL 2012/2013 5. OUTREACH STATUS REPORT INFORMATIONAL . Public information and Education update GENERAL MANAGERS'REPORTS ADJOURNMENT 5:50 PM - 1 -