HomeMy WebLinkAbout03-23-2016 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, March 23, 2016
Regular Meeting of the b _ 6:00 P.M.
BOARD OF DIRECTORS Board Room
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
AGENDA
CALL TO ORDER
INVOCATION AND PLEDGE OF ALLEGIANCE (Chad Wanke, City of Placentia)
ROLL CALL AND DECLARATION OF QUORUM (Clerk of the Board)
PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a
Speaker's Form (located at the table outside of the Board Room)and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by
the Chairman and are requested to limit comments to three minutes.
SPECIAL PRESENTATIONS:
Certificate of Appreciation - Former Director Lisa Bartlett
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.
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 Any items withdrawn from the Consent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.
1. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve the minutes of the Regular Board of Directors
Meeting held on February 24, 2016.
0 312 312 01 6 OCSD Board of Directors Agenda Page 1 of 6
2. PURCHASE AND SALE AGREEMENT WITH COAST COMMUNITY COLLEGE
DISTRICT (Rob Thompson)
RECOMMENDATION: Execute a Purchase and Sale Agreement with Coast
Community College District for the property adjacent to Rocky Point Pump Station,
in a form approved by General Counsel, for a sale price not to exceed $1,800,000.
3. PRIMARY INFLUENT CHANNEL REPAIRS AT PLANT 1, PROJECT
NO. FE14-04 (Rob Thompson)
A. Receive and file bid tabulation and recommendation;
B. Award a construction contract to Jamison Engineering Contractors, Inc. for
Primary Influent Channel Repairs at Plant 1, Project No. FE14-04, fora total
amount not to exceed $514,072; and
C. Approve a contingency of$102,800 (20%).
OPERATIONS COMMITTEE:
4. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the March 3, 2016 of the
Administration Committee Meeting.
5. NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT, PROJECT
NO. 2-72 (Rob Thompson)
RECOMMENDATION:
A. Approve a Professional Construction Services Agreement with Lee & Ro,
Inc., to provide construction support services for Newhope-Placentia Trunk
Sewer Replacement, Project No. 2-72, for a total amount not to exceed
$3,253,946; and
B. Approve a contingency of$325,394 (10%).
6. SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES,
CONTRACT NO. PSA-2015-100 (Rob Thompson)
Approve a Professional Services Agreement with Jacobs Project Management Co.
to provide supplemental engineering and support staff services, Contract
No. PSA-2015-100, commencing May 1, 2016 through June 30, 2020, with three
one-year renewal options, for a total amount not to exceed $41,000,000 over the
period of up to seven years.
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ADMINISTRATION COMMITTEE:
7. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the March 9, 2016 of the
Administration Committee Meeting.
8. APPOINTING A CLERK OF THE BOARD PRO TEM TO THE BOARD OF
DIRECTORS IN THE ABSENCE OF THE CLERK OF THE BOARD
(Clerk of the Board)
RECOMMENDATION: Adopt Resolution No. OCSD 16-04 entitled, "A Resolution
of the Board of Directors of Orange County Sanitation District appointing a Clerk
of the Board Pro Tern to the Board of Directors; and repealing Resolution No.
OCSD 07-23."
9. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
FEBRUARY 2016 (Lorenzo Tyner)
RECOMMENDATION: Receive and file the report of the investment transactions
for the month of February 2016.
10. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF
(Bob Ghirelli)
RECOMMENDATION: Adopt Resolution No. OCSD 16-05, entitled, "A Resolution
of the Board of Directors of the Orange County Sanitation District authorizing the
General Manager or Designee to Execute State Office of Emergency Services
and/or Federal Emergency Management Agency Documents and Relevant Permit
Applications for Present and Future Disaster Relief Applications; and Repealing
Resolution No. OCSD 11-03."
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
11. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the March 15, 2016 of the Legislative
and Public Affairs Committee Meeting.
0 312 312 01 6 OCSD Board of Directors Agenda Page 3 of 6
12. PROPOSED CHANGES TO LEGISLATIVE AND PUBLIC AFFAIRS
COMMITTEE MEETING DATES FOR YEAR 2016 (Bob Ghirelli)
RECOMMENDATION: Approve the revised calendar of meeting dates for the
2016 calendar year for meetings of the Legislative and Public Affairs Committee.
13. JULY 2016 —JUNE 2018 PUBLIC AFFAIRS STRATEGIC PLAN (Bob Ghirelli)
RECOMMENDATION: Receive and file the July 2016—June 2018 Public Affairs
Strategic Plan.
STEERING COMMITTEE:
14. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the February 24, 2016 meeting of the
Steering Committee.
NON-CONSENT CALENDAR:
None.
AB 1234 REPORTS:
INFORMATION ITEMS:
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 potentiallitigation,orpersonnel 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.
0 312 312 01 6 OCSD Beard of Directors Agenda Page 4 of 6
CONVENE IN CLOSED SESSION.
(1) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION
(Government Code Section 54956.9(d)(1))
Number of Cases: 1
Klean Waters, Inc. v. Orange County Sanitation District, United States
District Court, Central District of California, Southern Division, Case No.
8:15-cv-00627-JVS-FFM.
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 Regular Board of Directors Meeting on April 27, 2016,
at 6:00 p.m.
0 312 312 01 6 OCSD Board of Directors Agenda Page 5 of 6
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability
related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at(714)
593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and
the type of accommodation requested.
Aaenda Postina: In accordance with the requirements of California Government Code Section 54954.2,this agenda
has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis
Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com, not less than 72
hours prior to the meeting date and time above. All public records relating to each agenda item,including any public
records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available
for public inspection in the office of the Clerk of the Board.
Aaenda Description: The agenda provides a brief general description of each item of business to be considered or
discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take
any action which is deemed appropriate.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be
submitted to the Clerk of the Board 14 days before the meeting.
Kelly A.Lore
Clerk of the Board
(714)593-7433
klore(doosd.com
For any questions on the agenda, Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherbem a)ocsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(docsd.com
Director of Engineering Rob Thompson (714)593-7310 rthomuson(docsd.com
Director of Environmental Services Bob Ghirelli(acting) (714)593-7300 rghi eIIi(a)ocsd.com
Director of Finance and Lorenzo Tyner (714)593-7550 INner(dOCSd.com
Administrative Services
Director of Human Resources Celia Chandler (714)593-7202 cchandler(docsd.com
Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com
0 312 312 01 6 OCSD Board of Directors Agenda Page 6 of 6
ITEM NO. 1
Orange County Sanitation District
MINUTES
BOARD MEETING
February 24, 2016
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Administration Building
10844 Ellis Avenue
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02/24/2016 Minutes of Board Meeting Page 1 of 13
ROLL CALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
held on February 24, 2016, at 6:02 p.m., in the Administration Building. Alternate Director
Mark Murphy delivered the invocation and led the Pledge of Allegiance.
The Clerk of the Board declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X John Nielsen, Chair Allan Bernstein
X Gregory Sebourn, Vice Chair Doug Chaffee
X Tom Beamish Tim Shaw
X Steven Choi Lynn Schott
X Keith Curry Scott Peotter
X Ellery Deaton Sandra Massa-Lavitt
Joy Neugebauer X Al Krippner
James M. Ferryman X Bob Ooten
X Steven Jones Kris Beard
X Jim Katapodis Erik Peterson
X Robert Kiley Michael Beverage
X Peter Kim Michele Steggell
X Lucille Kring Jordan Brandman
X Greg Mills Diana Fascenelli
X Richard Murphy Shelley Hasselbrink
X Steve Nagel Cheryl Brothers
A Glenn Parker Cecilia Hupp
X David Shawver Carol Warren
X Fred Smith Steve Berry
Teresa Smith X Mark Murphy
X Michelle Steel Shawn Nelson
X Sal Tinajero David Benavides
X Chad Wanke Constance Underhill
A John Withers Douglas Reinhart
X Mariellen Yarc Stacy Berry
STAFF MEMBERS PRESENT: Jim Herberg, General Manager, Bob Ghirelli, Assistant
General Manager; Lorenzo Tyner, Director of Finance & Administrative Services;
Rob Thompson, Director of Engineering; Celia Chandler, Director of Human Resources;
Nick Arhontes, Director of Facility Support Services; Ed Torres, Director of Operations &
Maintenance; Kelly Lore, Clerk of the Board; Pinky Burke; Jennifer Cabral; Jim Colston;
Norbert Gaia; Al Garcia; Mark Kawamoto; Tina Knapp; Mark Manzo; Jeff Mohr; Roya
Sohanaki; and Chris Stacklin.
02/24/2016 Minutes of Board Meeting Page 2 of 13
OTHERS PRESENT: Brad Hogin (General Counsel); Cheryl Brothers (Alternate Director
Fountain Valley); Michael Beverage (Alternate Director YLWD); and Lucas Gilbert
(SAW PA)
PUBLIC COMMENTS:
No public comments were provided.
SPECIAL PRESENTATIONS:
Director of Finance &Administrative Services, Lorenzo Tyner presented an Employee
Service Award to Pinky Burke, Division 250, Staff Analyst— (20 years)
General Manager, Jim Herberg presented Nick Arhontes, Director of Facilities Support
Services a Special Award of Appreciation for 28 years of dedicated service to OCSD.
REPORTS:
Chair Nielsen provided an update from the recent Legislative and Public Affairs
Committee meeting including: collateral material design concepts; AB 2022 (Gordon)
bottling recycled water for educational purposes; $1 million in Prop. 84 funding received
for Newhope-Placentia project; grant applications through Prop. 1 funding; and possible
dates for legislative lobby visits to Sacramento and Washington D.C.
General Manager Jim Herberg provided information regarding: OCTA proposed widening
of the 405 freeway, the affects to OCSD and the draft agreement currently being
negotiated. He announced that nominations for the Honor Walk Program are being
sought for past employees and past Board members. Nomination forms were distributed
and should be returned by March 16; final approval will be April 27 at the Steering
Committee meeting; and the ceremony will be held on May 25.
He then announced recent awards received by OCSD including: Two honor awards from
AAEES for: Research for Critical Assessment of Process Odorants and Environmental
Sustainability for our Central Generation Emissions Control Project; and two awards for
the GWRS Initial Expansion: Water/Wastewater Project of the Year from ASCE and
Engineering Project Achievement from AEC.
Mr. Herberg informed the Board of the projected timeline for the new two-year budget
process.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the
Regular Board of Directors Meeting held on January 27, 2016 and the minutes of
the Special Board of Directors Meeting held on February 2, 2016.
02/24/2016 Minutes of Board Meeting Page 3 of 13
AYES: Beamish; Choi; Curry; Deaton; Jones; Kiley; Kim; Kring;
Krippner (Alternate); Mills; R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Sebourn; Shawver; F. Smith; Tinajero; Wanke;
and Yarc
NOES: None
ABSTENTIONS: Katapodis; M. Murphy (Alternate); and Steel
ABSENT: Parker and Withers
2. CONFLICT OF INTEREST CODE UPDATE (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD
16-02 entitled, "A Resolution of the Board of Directors of Orange County Sanitation
District adopting a Conflict of Interest Code which supersedes all prior Conflict of
Interest Codes and amendments previously adopted"
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver; F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
3. COOPERATIVE PROCUREMENT WITH W.W. GRAINGER (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO: Approve a Blanket Purchase
Order with W.W. Grainger, Inc. for the purchase of maintenance tools and
supplies, in accordance with Ordinance No. OCSD47, Section 2.03(B):
Cooperative Procurement; for the period beginning March 1, 2016 through
February 28, 2017 with three one-year renewal option years for a total amount not
to exceed $275,000 per year.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver; F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
ADMINISTRATION COMMITTEE:
4. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
February 10, 2016 of the Administration Committee Meeting.
02/24/2016 Minutes of Board Meeting Page 4 of 13
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
5. COOPERATIVE PROCUREMENT WITH ADMIN MINNESOTA MATERIALS
MANAGEMENT DIVISION (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Authorize a purchase order to
procure information technology computer and peripheral equipment using the
Admin Minnesota Materials Management Division contract release #C-1084(5)
through the contract expiration date, December 31, 2016 for a total amount not to
exceed $400,000, with four (4) one-year renewal options, in accordance with
Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; R. Murphy; Nagel; Nielsen;
Ooten (Alternate); Sebourn; Shawver; F. Smith; Steel;
Tinajero; Wanks; and Yarc
NOES: None
ABSTENTIONS: M. Murphy (Alternate)
ABSENT: Parker and Withers
6. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file District
purchases made under the General Manager's authority for the period of
October 1, 2015 — December 31, 2015.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
02/24/2016 Minutes of Board Meeting Page 5 of 13
7. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
JANUARY 2016 (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the report of
the investment transactions for the month of January 2016.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kring;
Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: Kim
ABSENT: Parker and Withers
8. CONSOLIDATED FINANCIAL REPORT 2ND QUARTER ENDING
DECEMBER 31, 2015 (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file Orange
County District Second Quarter Financial Report for the period ended December
31, 2015.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
9. CONSIDERATION OF BUDGET ASSUMPTIONS AND BUDGET CALENDAR
FOR PREPARATION OF THE FY 2016-17 AND FY 2017-18 TWO-YEAR
BUDGET (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the FY 2016-17 and
FY 2017-18 budget assumptions and direct staff to incorporate these parameters
in the preparation of this two-year budget.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
02/24/2016 Minutes of Board Meeting Page 6 of 13
Item 10 was pulled by Committee Chair Curry and heard separately
10. WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2016A
(Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Adopt Resolution No. OCSD16-03, authorizing the execution and delivery
by the District of an Installment Purchase Agreement, a Trust Agreement,
an Escrow Agreement and a Continuing Disclosure Agreement in
connection with the execution and delivery of Orange County Sanitation
District Wastewater Refunding Revenue Obligations, Series 2016A,
authorizing the execution and delivery of such Revenue Obligations
evidencing principal in an aggregate amountof notto exceed $163,000,000,
approving a Notice of Intention to Sell, authorizing the distribution of an
Official Notice Inviting Bids and an Official Statement in connection with the
offering and sale of such Revenue Obligations and authorizing the
execution of necessary documents and related actions; and
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Orange
County Sanitation District Financing Corporation:
B. That the Orange County Sanitation District Financing Corporation approve
the documents supporting and authorizing the Revenue Obligations in an
aggregate amount not to exceed $163,000,000.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Seboum;
Shawver; F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
Chair Nielsen recessed the Orange County Sanitation District Board of Directors Meeting
at 6:19 p.m.
02/24/2016 Minutes of Board Meeting Page 7 of 13
ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION
CALL TO ORDER:
Chair Nielsen called the Board of Directors, Orange County Sanitation District Financing
Corporation meeting to order at 6:20 p.m.
The Secretary of the Financing Corporation declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X John Nielsen, Chair Allan Bernstein
X Gregory Sebourn, Vice Chair Doug Chaffee
X Tom Beamish Tim Shaw
X Steven Choi Lynn Schott
X Keith Curry Scott Peotter
X Ellery Deaton Sandra Massa-Lavitt
Joy Neugebauer X Al Krippner
James M. Ferryman X Bob Ooten
X Steven Jones Kris Beard
X Jim Katapodis Erik Peterson
X Robert Kiley Michael Beverage
X Peter Kim Michele Steggell
X Lucille Kring Jordan Brandman
X Greg Mills Diana Fascenelli
X Richard Murphy Shelley Hasselbrink
X Steve Nagel Cheryl Brothers
A Glenn Parker Cecilia Hupp
X David Shawver Carol Warren
X Fred Smith Steve Berry
Teresa Smith X Mark Murphy
X Michelle Steel Shawn Nelson
X Sal Tinajero David Benavides
X Chad Wanke Constance Underhill
A John Withers Douglas Reinhart
X Mariellen Yarc Stacy Berry
Kelly Lore, Secretary of the Financing Corporation, announced that the members of the
Orange County Sanitation District Board of Directors are each being compensated
$212.50 for the Board Meeting; there is no additional compensation for the Financing
Corporation Meeting.
02/24/2016 Minutes of Board Meeting Page 8 of 13
APPROVAL OF MINUTES:
FC-1. Hearing no corrections or amendments made, the minutes for the meeting held on
July 22, 2015, were deemed approved as so ordered by the Chair.
ACTION ITEM:
FC-2. MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. FC-24
entitled; "A Resolution of the Board of Directors of the Orange County Sanitation
District Financing Corporation Authorizing the execution and delivery by the
Corporation of an Installment Purchase Agreement and a Trust Agreement in
connection with the execution and delivery of Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2016A, Authorizing the
Execution and Delivery of such Revenue obligations evidencing principal in an
aggregate amount of not to exceed $163,000,000 and authorizing the execution of
necessary document and related actions."
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
Chair Nielsen adjourned the meeting of the Board of Directors, Orange County Sanitation
District Financing Corporation at 6:24 p.m.
02/24/2016 Minutes of Board Meeting Page 9 of 13
Chair Nielsen reconvened the meeting of the Board of Directors, Orange County
Sanitation District at 6:24 p.m.
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
11. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
February 8, 2016 of the Legislative and Public Affairs Committee Meeting.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Kdppner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Oaten (Alternate); Sebourn;
Shawver, F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
STEERING COMMITTEE:
12. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
January 27, 2016 meeting of the Steering Committee.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Oaten (Alternate); Sebourn;
Shawver; F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
Chair Nielsen spoke in regards to Item No. 2. He stated that the Ad Hoc Committee
(Chair Nielsen, Vice-Chair Sebourn and Director Curry) convened on February 19, 2016;
interviewed the four firms listed; and unanimously selected Liebert, Cassidy and
Whitmore to serve as the Chief Negotiator. Chair Nielsen recommended the following
alternate recommendation:
13. LABOR RELATIONS - CONTRACT NEGOTIATIONS (Celia Chandler)
MOVED, SECONDED, AND DULY CARRIED TO:
seleGted by the Ad Hee Comm ttee.
02/24/2016 Minutes of Board Meeting Page 10 of 13
Execute an agreement with Liebert, Cassidy R Whitmore, at a cost not to exceed
$100,000, to serve as OCSD's Chief Negotiator as selected by the Ad Hoc
Committee.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver; F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
14. ALTERNATIVE APPROACHES TO INTEGRATED REGIONAL WATER
MANAGEMENT (Bob Ghirelli)
Chair Nielsen provided information regarding a proposal by several agencies
within Orange County to meet with SAWPA to discuss changes in the future
approval and distribution of Proposition 1 and Proposition 84 water bond funds.
Chair Nielsen stated that the interaction with SAWPA will be done in a collegial,
cooperative fashion, in line with the positive working relationship we have with
them.
NON-CONSENT CALENDAR:
Director of Engineering Rob Thompson provided a brief summary of Project No. 2-72A.
He stated that an error was found in the original recommendation and an alternate
recommendation was suggested:
15. NEWHOPE - PLACENTIA TRUNK SEWER REPLACEMENT (FULLERTON/
ANAHEIM SEGMENT "A"), CONTRACT NO. 2-72A (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Receive and file Addendum to the
Collection System Improvement Plan Program (PEIR) Environmental
Impact Report for additional project analysis for the Newhope-Placentia
Trunk Sewer Replacement (Fullerton/Anaheim Segment"A"), Contract No.
2-72A;
B. Receive and file bid tabulation and recommendation;
C. Award a Construction Contractto Trautwein Construction Inc.for Newhope-
Placentia Trunk Sewer Replacement (Fullerton/Anaheim Segment "A"),
Contract No. 2-72A, for a total amount not to exceed $21,134,650; and
D. Approve a contingency of$2,113,465 (10%).
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver; F. Smith; Steel; Tinajero; Wanke; and Yarc
02/24/2016 Minutes of Board Meeting Page 11 of 13
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
Environmental Compliance Manager, Jim Colston provided a brief overview of the
changes made in the proposed Ordinance.
16. SECOND READING OF PROPOSED ADOPTION OF WASTEWATER
DISCHARGE REGULATIONS, ORDINANCE NO. OCSD-48 (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Motion to read Ordinance No. OCSD48 by title only and waive reading of
said entire Ordinance; and
B. Adopt Ordinance No. OCSD48, entitled "An Ordinance of the Board of
Directors of Orange County Sanitation District Establishing Wastewater
Discharge Regulations, Revising Articles 1 through 8, and repealing
Ordinance No. OCSD-39"; and
C. Direct the Clerk of the Board to publish summaries of the Ordinance as
required by law.
AYES: Beamish; Choi; Curry; Deaton; Jones; Katapodis; Kiley; Kim;
Kring; Krippner (Alternate); Mills; M. Murphy (Alternate);
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Sebourn;
Shawver; F. Smith; Steel; Tinajero; Wanke; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker and Withers
Clerk of the Board, Kelly Lore read the title of the Ordinance aloud.
AB 1234 REPORTS:
Chair Nielsen reported on his recent attendance at the CASA Winter Conference held in
Palm Springs.
INFORMATION ITEMS:
None.
CLOSED SESSION:
General Counsel Brad Hogin announced that there will be no Closed Session this
evening.
02/24/2016 Minutes of Board Meeting Page 12 of 13
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Correspondence received from Jessica Witt, Deputy Chief Operating Officer, County of
Orange, was distributed to the Board of Directors and made available to the public.
ADJOURNMENT:
At 6:38 p.m. Chair Nielsen adjourned the meeting until the Regular Board Meeting on
March 23, 2016 at 6:00 p.m.
Kelly A. Lore
Clerk of the Board
02/24/2016 Minutes of Board Meeting Page 13 of 13
BOARD OF DIRECTORS Meeting Date TOBd of Dir.
03/23/16
AGENDA REPORT IternNumber IemNumber
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: PURCHASE AND SALE AGREEMENT WITH COAST COMMUNITY
COLLEGE DISTRICT
GENERAL MANAGER'S RECOMMENDATION
Execute a Purchase and Sale Agreement with Coast Community College District for the
excess property adjacent to Rocky Point Pump Station, in a form approved by General
Counsel, for a sale price not to exceed $1,800,000.
SUMMARY
BACKGROUND
The Orange County Sanitation District (Sanitation District) has agreed to sell the
vacant lot adjacent to Rocky Point Pump Station in the City of Newport Beach to the
Coast Community College District (CCCD). The sale of the property enables CCCD
to construct a building to expand education programs and facilities for the Orange
Coast College School of Sailing and Seamanship, located across the street from the
subject land.
The Sanitation District and CCCD have worked closely together to design the
proposed CCCD facilities to meet each agency's needs. The Sanitation District will
reserve the easements necessary to access and maintain Sanitation District facilities
located on the property, as well as the rights necessary for the on-going operation of
the pump station. In addition to routine maintenance and operation, CCCD has
agreed to allow the Sanitation District to utilize the property in the near term for staging
necessary to support current construction projects and in the long term for
rehabilitation and reconstruction of pump station facilities.
RELEVANT STANDARDS
• Maintain collaborative and cooperative relationships with neighboring agencies
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
TIMING CONCERNS
The staff for Orange Coast Community College, one of three colleges in the CCCD,
has requested a timely execution of the purchase and sale agreement because
additional planning work is required by the City of Newport Beach prior to initiating the
design phase of their project.
Page 1 of 2
RAMIFICATIONS OF NOT TAKING ACTION
CCCD will not be able to purchase property near the Orange Coast College School of
Sailing and Seamanship for the expansion of their facilities.
PRIOR COMMITTEE/BOARD ACTIONS
September 2007: Executed a Purchase Option Agreement with Coast Community
College District
ADDITIONAL INFORMATION
A mutually agreed upon appraiser used a sales comparison approach that took into
consideration the property characteristics and comparable market data transactions in
the surrounding area to determine the market value of the property.
The appraisal also included a detailed analysis addressing multiple encumbrances on the
property such as the easements and rights reserved by the Sanitation District, which are
necessary for the ongoing maintenance of the pump station, as well as the restrictions on
CCCD's use of the property for potentially longer durations of time when rehabilitation
and reconstruction of the pump station is necessary in the foreseeable future.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Purchase and Sale Agreement
• Grant Deed
WS:sa:gc
Page 2 of 2
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement")is dated as of March 23,2016 (the"Effective Date"), and is entered into by and
between COAST COMMUNITY COLLEGE DISTRICT, a California public agency("Buyer"),
and ORANGE COUNTY SANITATION DISTRICT, a California public agency("Seller").
RECITALS
A. The Property: Seller is the owner of certain real properties located at 1700-1800 West
Coast Highway, in the City of Newport Beach, County of Orange, State of California,
a.k.a. APN 049-222-31, 32, and 33,which are more particularly described in Exhibit
"A"attached hereto and made a part hereof, together with all improvements thereon, and
all pertaining rights and appurtenances (in the aggregate, the`Property").
B. The Purchase and Sale Transaction: Buyer desires to purchase the Property from Seller,
and Seller desires to sell the Property to Buyer.
C. The Parcel Map Waiver: The City of Newport Beach has requested the parties to process
a parcel map waiver and recordation of a Record of Survey to delineate the Property.
Buyer has agreed to process the parcel map waiver, subject to Seller reimbursing Buyer
one-half of the costs thereof.
D. Statement of Intent as to Reserved Easements: Buyer intends to develop the Property as
an educational facility(the "Maritime Training Center"). The Property is adjacent to
Seller's sanitation facility known as the Rocky Point Pump Station(the"Pump Station").
In order to operate and maintain the Pump Station, Seller most reserve an easement for
pipelines now or hereafter located on the Property, as well as easements for periodic
access to the Property. Due to the size and locations of those easements, Buyer has
agreed to build the Maritime Training Center as a two-level educational complex, with
the lower level devoted to automobile parking,pedestrian access, stairwells,elevators,
and structural elements necessary to support the buildings and other improvements on the
upper level. Buyer and Seller recognize that while the Pump Station and the Maritime
Training Center are separate and distinct facilities, they are to some extent intertwined
from a construction,maintenance and operational standpoint. Buyer and Seller have
therefore worked together for the past several years, and pledge to continue working
together,on the design and construction of the Maritime Training Center. In reserving
the easements and other reserved rights and restrictions identified herein, Seller's goals
are to ensure that(i)the construction of the Maritime Training Center will not damage
the pipelines and other equipment and structures which serve the Pump Station but which
we located on or beneath the Property, and(ii)the design and operation of the Maritime
Training Center will not interfere with Seller's operation and maintenance of the Pump
Station and those pipelines,equipment and structures. Conversely, in agreeing to
purchase the Property subject to those easements,reserved rights and restrictions,
Buyer's goals are to ensure that(a)the easements will not prevent construction of the
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1088599.4
Maritime Training Center in a manner consistent with the conceptual designs which have
been reviewed and approved by Buyer and Seller, and(b) Seller's use of the easement
areas will not(except for the periodic loss of parking)interfere with Buyer's use and
operation of the Maritime Training Center, subject to Seller's other reserved rights and
restrictions identified in Section 4(a)(ii) and(in)herein. Buyer and Seller agree that in
designing and building the Maritime Training Center, enforcing the easements, and
operating and maintaining the Pump Station and the Maritime Training Center, Buyer
and Seller will cooperate so that all of those goals can be met.
NOW,THEREFORE, in consideration of the terms and conditions of this Agreement and for
other valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller
hereby agree as follows:
1. Purchase and Sale. Subject to and in accordance with the terms and conditions
hereinafter set forth, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the
Property from Seller. The Recitals truly and correctly describe the Property and the intent of the
undersigned parties in the transaction underlying this Agreement; said Recitals are hereby
incorporated herein as contractual terms,together with the definitions specified and the
referenced exhibit
2. Escrow: Outside Closing Date. Promptly after their execution of this Agreement, the
parties shall open escrow (the"Escrow") with First American Title Insurance Company(the
"Escrow Holder"), located at 18500 Von Karman Avenue, Suite 600, Irvine,California, and the
parties shall promptly deliver to Escrow Holder a fully executed copy of this Agreement. The
"Close of Escrow"shall be the date that the grant deed for the Property in favor of Buyer is
recorded in the Official Records of the Orange County Recorder's Office and the Title Company
(defined in Section 4b) shall have committed to issue the Title Policy(defined in Section 5)to
Buyer. The Close of Escrow shall occur on or before June 1,2016 (the "Outside Closing Date").
3. Purchase Price. The purchase price for the Property to be paid by Buyer is the sum of
ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($1,800,000.00) (the"Purchase
Price").
4. Delivery of Documents and Possession on the Close of Escrow.
(a) On the Close of Escrow, Seller shall cause to be delivered to Buyer duly executed
and acknowledged a Grant Deed prepared in a form substantially similar to that attached hereto
as Exhibit`B" (the"Grant Deed")conveying to Buyer all of Seller's interest in the Property
subject to existing recorded easements and the following reservation of easements, conditions
and restrictions,which shall be incorporated into the Grant Deed:
(i) Reservation of Easements.
(1) A 20-foot access easement with minimum clear height of 16 feet, as
shown and depicted as "Orange County Sanitation District Access
Easement" in the attached Exhibit"C".
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1088599.4
(2) A 20-foot pipeline easement with minimum clear height of 10 feet, as
shown and depicted as "Orange County Sanitation District Pipeline
Easement"in the attached Exhibit"D".
(3) A 50-foot clearance easement wound the manhole located within the 20-
foot pipeline easement, to be cleared of all parking and other obstructions
for pipeline maintenance up to four times per year for one day each time,
as shown and depicted as "Orange County Sanitation District Clearance
Easement" in the attached Exhibit"E". Seller agrees to provide 30
calendar days' notice prior to any maintenance activity.
(4) Consistent with Recital D above,the parties agree that the portions of the
Property that we subject to the foregoing easements are not to be deemed
"no build areas"and will not be used exclusively by Seller. The design
and construction of the Maritime Training Center will necessitate
encroachment into the easement areas of structural elements,equipment
and other features of the Maritime Training Center. The parties shall
cooperate in the design and construction of those elements, equipment and
features, and in the subsequent use and enforcement of the easements, to
ensure that the Seller's goals and Buyer's goals identified in Recital D are
achieved. Buyer nevertheless expressly agrees that in the event the
construction and operation of the Maritime Training Center damages or
interferes with the Pump Station and pipelines located on the Property,
Buyer shall indemnify, defend and hold Seller harmless from and against
any and all claims, liabilities,damages, losses,costs and expenses of any
kind or nature whatsoever(including,without limitation,attorneys' fees
and expenses and court costs) suffered, incurred or sustained by Seller as a
result thereof. Buyer further releases Seller from and against any and all
claims, liabilities, damages, losses, costs and expenses of any kind or
nature whatsoever suffered,incurred or sustained by Buyer as a result of
any damage to the Maritime Training Center resulting from pipeline
failure or interference caused by structural loading of the Maritime
Training Center or any other equipment installation by the Buyer that
encroaches into the easement areas.
(ii) Seller's Reserved Rights.
(1) Notice, release, and right to maintain,repair and refurbish the adjacent
Pump Station,including the generation of noise during these activities and
operation of the Pump Station,which may generate noise up to 105 dB
from 8:00 a.m. to 10:00 p.m.
(2) Notice and release regarding the presence of noxious and explosive gases,
which may be released during the maintenance of the adjacent Pump
Station (primarily methane and hydrogen sulfide).
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1088599.4
(3) Right of first refusal to purchase the Property pursuant to the terms
specified in the Grant Deed,Exhibit`B".
(4) Right to temporary use and access to the Property for equipment staging
and material storage purposes during construction of Seller's project
number 5-60, through May 31,2016, subject to a Temporary Access
Agreement in the form attached as Exhibit"G".
(iii) Restrictions on Use of Prooertv.
(1) The entire at-grade parking area of the proposed parking lot will be
exclusively occupied by Seller for up to 2 years during major structural
projects at the Pump Station adjacent to the Property, anticipated to occur
every 30 years. Seller agrees to provide one year's notice prior to taking
occupancy.
(2) The northern half of the at-grade parking area of the proposed puking lot
will be exclusively occupied by Seller for up to 2 years during major
Pump Station refurbishment activities, anticipated to occur every 15 years.
Seller agrees to provide one year's notice prior to taking occupancy.
(b) At the Close of Escrow, Buyer shall receive a Title Policy(as defined in Section
5)issued by First American Title Insurance Company(the"Title Company") insuring in Buyer
fee simple title to the Property, free and clear of all liens and encumbrances other than the
Permitted Title Exceptions (as defined in Section 5c) and the easements,conditions and
restrictions stated above (in Section 4a).
(c) At the Close of Escrow, Seller shall deliver possession of the Property to Buyer
free and clear of all leases and any other possessory interests in the Property except for those
easements, reservations and restrictions specified above.
(d) At the Close of Escrow, Seller shall deliver to Buyer an Easement for ingress and
egress over the portion of the existing driveway access as shown and depicted in as"Orange
Coast College District Access Easement"in the attached Exhibit"F".
5. Title and Title Insurance.
(a) Within fifteen (15)days after the Effective Date, Seller shall deliver to Buyer a
preliminary report for the Property from the Title Company together with copies of all
instruments noted as exceptions therein and plotted on plot map (the "Preliminary Title Report").
Buyer shall have the right in its sole and absolute discretion to prepare an ALTA survey, at
Buyer's cost(such survey is hereinafter referred to as the"Survey"),provided that Buyer's and
its contractors entry onto the Property shall be subject to Section 9.
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1088599.4
(b) Buyer shall have unfit 60 days following the execution of this Agreement to
disapprove any exceptions to title shown on the Preliminary Title Report or reflected on the
Survey(collectively, "Disapproved Exceptions") and to provide Seller with notice of disapproval
in writing describing the defect with reasonable particularity(the"Disapproval Notice"). The
period from the Effective Date to 60 days following the execution of this Agreement is
hereinafter referred to as the"Due Diligence Period." Any exceptions to title not approved or
disapproved by Buyer within the Due Diligence Period shall be deemed disapproved. Within 5
days after Seller's receipt of a Disapproval Notice (or 5 days after the Due Diligence Date for
exceptions that are deemed disapproved), Seller shall notify Buyer in writing whether Seller
intends to remove the Disapproved Exceptions. If Seller notifies Buyer of an intention to
eliminate the Disapproved Exceptions, Seller shall do so prior to the Close of Escrow. If Seller
indicates to Buyer in writing within the time allowed that Seller does not intend to remove any of
the Disapproved Exceptions (or if an exception is deemed disapproved), then Buyer,by notifying
Seller in writing within 5 days of Seller's notice to Buyer, may elect to terminate this Agreement
or to take the Property subject to the Disapproved Exceptions. In any event, Seller shall pay in
full all loans secured by mortgages and deeds of trust, any mechanics liens, all special bonded
assessments encumbering the Property, and any other monetary liens or exceptions (other than
current real property taxes which are not due and payable)prior to or concurrently with the Close
of Escrow, and the Escrow Holder is hereby directed to cause same to be paid off from the
proceeds of the Purchase Price. The policy of title insurance shall include such endorsements as
Buyer shall request,but any title policy endorsements shall be paid for by Buyer. Whether or not
Buyer shall have furnished to Seller any notice of Disapproved Exceptions pursuant to the
foregoing provisions of this Agreement, Buyer may, at or prior to the Close of Escrow,notify
Seller in writing of objections to any title exceptions (including any matters reflected on the
Survey)raised by the Title Company or the surveyor after the Due Diligence Period or Buyer's
response to title matters, whichever is earlier. With respect to any Disapproved Exceptions set
forth in such notice, Buyer shall have the right to accept title subject to such matters or to
terminate this Agreement.
(c) Buyer's fee title to the Property shall be insured at the Close of Escrow by a
CLTA (or if elected by Buyer,ALTA) Coverage Owner's Policy of Title Insurance in the
amount of the Purchase Price,issued by Title Company together with all endorsements requested
by Buyer(collectively,the"Title Policy"). The Title Policy shall insure Buyer's fee interest in
the Property free and clear of all liens,encumbrances,restrictions, and rights-of-way of record,
subject only to the following(the "Permitted Title Exceptions"):
(i) Real property taxes for the then current tax fiscal year which are a lien not yet due
and payable;
(ii) Those title exceptions approved by Buyer or deemed approved by Buyer pursuant
to Section 5b.
(d) Seller shall not improve, alter, encumber, lease or agree to sell the Property or any
portion thereof or interest therein to any other party during the period from the Effective Date to
the Close of Escrow or the date of the termination of this Agreement, as applicable. Buyer
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1088599.4
nevertheless acknowledges that Seller's contractor will be staging equipment and supplies
through May 31,2016 as Seller's permittee, in connection with Seller's project number 5-60.
6. Deposit of Documents and Funds in Escrow.
(a) Seller and Buyer,as applicable,hereby covenant and agree to deliver to Escrow
Holder at least one (1) day prior to the Close of Escrow the following instruments, documents,
and funds,the delivery of each of which shall be a condition of the Close of Escrow.
(b) Seller shall deliver:
(i) The Grant Deed duly executed and acknowledged by Seller;
(ii) A Withholding Exemption Certificate Form 593 as contemplated by
California Revenue and Taxation Code §18662 (the"Withholding
Affidavit")duly executed by Seller;
(iii) A Certification of Non-Foreign Status in accordance with Internal
Revenue Code Section 1445 duly executed by Seller;
(iv) Such funds as are required to pay for costs and expenses payable by Seller
hereunder;
(v) The Grant of Easement for ingress and egress in favor of Buyer, Exhibit
aF„
(vi) Such additional documents as the Escrow Holder and/or Title Company
may reasonably require for the proper consummation of the transaction
contemplated by this Agreement.
(c) Buyer shall deliver:
(i) The Purchase Price together with such funds as are required to pay for
costs and expenses payable by Buyer hereunder;
(ii) Certificate of Acceptance for the Grant Deed;
(iii) Certificate of Acceptance for the Easement for ingress and egress.
(iv) Such additional documents as the Escrow Holder and/or Title Company
may reasonable require for the proper consummation of the transaction
contemplated by this Agreement.
7. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby
authorized to record the documents and disburse the funds and distribute the documents called
for hereunder upon the Close of Escrow, provided each of the following conditions has then been
fulfilled:
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1088599.4
(a) The Title Company can issue the Title Policy,with a liability amount equal to the
Purchase Price, showing fee title to the Property vested in Buyer, subject only to the Permitted
Title Exceptions. If Seller has not removed all monetary liens,monetary encumbrances, or
special bonded assessments, or if a monetary claim is asserted by any third party, in addition to
all other remedies Buyer may have at law or equity, Buyer may elect to consummate this
transaction on the Close of Escrow and offset dollar for dollar against the Purchase Price an
amount equal to any such monetary encumbrances and claims;
(b) Escrow Holder shall have received Buyer's authorization to close and Buyer's
notice of approval or satisfaction or waiver of all of the contingencies/conditions to Seller's
obligations and Buyer's benefit hereunder;
(c) Escrow Holder shall have received Seller's authorization to close and Seller's
notice of approval or satisfaction or waiver of all of the contingencies/conditions to Buyer's
obligations and Seller's benefit hereunder; and
(d) Seller and Buyer shall have deposited in Escrow the documents and funds
required pursuant to Section 6. Unless otherwise instructed in writing, Escrow Holder is
authorized to record at the Close of Escrow any instrument delivered through this Escrow if
necessary or proper for the issuance of the Title Policy.
8. Escrow Charges and Pro-rations.
(a) Seller shall pay:
(i) One-half of the escrow fees and charges of Escrow Holder;
(ii) The entire cost of the premium for the CLTA Standard Coverage portion
of the Owner's Title Policy;
(iii) The sum of$12,500.00, which is one-half of the cost of the Record of
Survey;
(iv) The sum of$1,500.00,which is one-half of the cost of the Property's
appraisal;
(v) Seller's share of the charges prorated under this Agreement, if any; and
(vi) All costs of Seller's legal counsel and consultants.
If the Escrow shall fail to close for any reason other than Buyer's or Seller's
default, Seller shall pay one-half of any applicable Escrow cancellation charges; if
Escrow shall fail to close due to Seller's default, Seller shall pay all Escrow
cancellation charges.
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1088599.4
(b) Buyer shall pay:
(i) One-half of the escrow fees and charges of Escrow Holder;
(ii) The additional cost of the premium for the ALTA Extended Coverage of
the Owner's Title Policy, if any;
(iii) The cost of all endorsements to the Title Policy;
(iv) The sum of$12,500.00, which is one-half of the cost of the record of
survey for the Property;
(v) The sum of$1,500.00,which is one-half of the cost of the appraisal of the
Property;
(vi) Buyer's share of the charges prorated under this Agreement;
(vii) The additional cost of an ALTA survey, if required by Buyer; and
(viii) All costs of Buyer's legal counsel and consultants.
If the Escrow shall fail to close for any reason other than Buyer's or Seller's
default, Buyer shall pay one-half of any applicable Escrow cancellation charges;
if Escrow shall fail to close due to Buyer's default, then Buyer shall pay all
Escrow cancellation charges.
(c) The following shall be apportioned with respect to the Property as of 12:01 a.m.,
on the day on which the Close of Escrow occurs, as if Buyer were vested with title to the
Property during the entire day upon which the Close of Escrow occurs:
(i) taxes and assessments levied against the Property, if any;
(ii) any operating expenses or other items pertaining to the Property.
(d) Notwithstanding anything contained in Section 8(c), any installment of taxes or
assessments for the current year paid at or prior to the Close of Escrow shall be prorated based
upon the amounts actually paid. If taxes and assessments for the current year have not been paid
before the Close of Escrow, Seller shall be charged at the Close of Escrow an amount equal to
that portion of such taxes and assessments which relates to the period before the Close of Escrow
and Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such
apportionment made with respect to a tax year for which the tax rate or assessed valuation, or
both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last
fixed. To the extent that the actual taxes and assessments for the current year differ from the
amount apportioned at the Close of Escrow,the parties shall make all necessary adjustments by
appropriate payments between themselves following the Close of Escrow. All delinquent taxes
8
1088599.4
and assessments (and any penalties therein) for periods prior to the Close of Escrow, if any,
affecting the Property shall be paid by Seller.
(e) All pro-rations shall be determined on the basis of a 360-day year. The provisions
of this Section 8 shall survive the Close of Escrow.
9. Documents and Reports; Due Diligence Date and Due Diligence Period; Access. Seller
hereby represents, warrants and covenants that it will provide to Buyer,not later than twenty(20)
business days after the opening of Escrow, copies of any and all permits, leases, licenses,
agreements,contracts, documents, studies, and reports relating to the condition of the Property or
otherwise relating to the Property, including any material analyses, all surveys, all environmental
site assessments,and if material, other documents, in Seller's possession or under Seller's
control(collectively,"Documents and Reports").
Until the end of the Due Diligence Period, Buyer may inspect the Documents and Reports and
Buyer and its contractors shall have the right to enter upon the Property during the Due Diligence
Period to make inspections and other examinations of the Property, including without limitation,
the right to perform surveys, soil and geological tests of the Property and the right to perform
environmental site assessments and studies of the Property. All such entry and activity shall be
subject to the terms of a Right of Entry Agreement in the form attached hereto as Exhibit"H"
which shall be executed and delivered prior to Buyer's(or its contractors)entry onto the
Property. In the event that Buyer elects not to purchase the Property due to a matter disclosed by
the Documents and Reports or due to the condition of the Property, Buyer shall so notify Seller
by the end of the Due Diligence Period and this Agreement shall automatically terminate.
10. Indemnification.
(a) Seller hereby agrees to indemnify Buyer against, and to hold Buyer harmless and,
at the option of Buyer, defend Buyer, its Board of Trustees, officers, directors, employees,agents
and representatives with counsel approved by Buyer, from all claims, liabilities, losses, damages,
costs and expenses,including, without limitation, legal fees and disbursements, incurred by them
by reason of any claims or litigation relating to the Property that arises from acts, occurrences,
omissions or other matters, that took place on or about the Property(1)prior to the Close of
Escrow and/or(2) as a result of activities on or about the Property after the Close of Escrow by
Seller or its pennittees during their periods of occupancy pursuant to Sections 4(a)(i)(3),
4(a)(ii)(4),4(a)(iii)or 5(d)of this Agreement.
(b) Buyer hereby agrees to indemnify Seller against, and to hold Seller harmless and,
at the option of Seller, defend Seller, its Board of Directors, officers, directors, employees,
agents and representatives with counsel approved by Seller, from all claims, liabilities, losses,
damages, costs and expenses, including, without limitation, legal fees and disbursements,
incurred by them by reason of any claims or litigation relating to the Property that arises from
acts,occurrences, omissions or other matters, that took place on or about the Property after the
Close of Escrow, except for those resulting from activities on or about the Property after the
Close of Escrow by Seller or its pernittees during their periods of occupancy pursuant to
Sections 4(a)(i)(3),4(a)(ii)(4),4(a)(iii) or 5(d) of this Agreement.
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1088599.4
(c) The provisions of this Section 10 shall survive the Close of Escrow, the
termination of this Agreement and/or the delivery of the Grant Deed.
11. Warranties. Representations and Covenants of Seller Regarding the Property. Seller
hereby represents, warrants and covenants to Buyer the following, it being expressly understood
and agreed that all such representations, warranties and covenants shall survive the Close of
Escrow and delivery of the Grant Deed:
(a) Hazardous Substances.
(i) Except as disclosed in the Documents and Reports,to the best of Seller's
knowledge, the Property is free and has always been free from Hazardous
Substances (as defined in Exhibit"I") and is not and has never been in violation
of any Environmental Laws (as defined in Exhibit"P").
(ii) Seller has received no written notice, warning,notice of violation,administrative
complaint,judicial complaint,or other formal or informal notice alleging that
conditions on the Property are or have been in violation of any Environmental
Law, or informing Seller that the Property is subject to investigation or inquiry
regarding Hazardous Substances on the Property or the potential violation of any
Environmental Law.
(iii) Except as disclosed in the Documents and Reports,to the best of Seller's
knowledge, no toxic or hazardous chemicals,waste,or substances of any kind
have ever been spilled,disposed of,or stored on, under, or at the Property,
whether by accident,burying, drainage, or storage in containers, tanks,or holding
areas, or by any other means.
(iv) Except as disclosed in the Documents and Reports, there is no outstanding written
order, directive or administrative complaint from any government agency,no
outstanding judicial complaint or order, and no current agreement with any
government agency for any investigation or cleanup of any Hazardous Substance
that is on or was released from the Property.
(b) Seller has full right and power to execute, deliver and perform its obligations
under this Agreement, and when executed and delivered, Seller shall be lawfully bound by the
terms of this Agreement. Seller is the sole owner of the Property, free and clear of all liens,
claims, encumbrances, easements, encroachments on the Property from adjacent properties,
encroachments by improvements or vegetation on the Property onto adjacent property, or rights
of way of any nature,other than those that may appear on the Preliminary Title Report. Seller
shall not further transfer or encumber the Property or allow the Property to be further
encumbered prior to the Close of Escrow.
10
1088599.4
(c) Any information that Seller has delivered to Buyer, either directly or through
Seller's agents, is accurate and Seller has disclosed to Buyer all material facts with respect to the
Property.
(d) There is no pending litigation or threatened litigation,which does or may
adversely affect the Property.
(e) There is no eminent domain or similar condemnation proceeding affecting any
portion of the Property now pending or, to Seller's knowledge and belief, threatened. Further,
there are no actions or proceedings pending or threatened against Seller or the Property,before
any court or administrative agency in any way connected with or relating to the Property,or
affecting Seller's ability to fulfill all of its obligations under this Agreement.
(f) There are no written or oral commitments to or agreements with any
governmental authority or agency materially and adversely affecting the Property, or any part
thereof or any interest therein, which will survive the Close of Escrow. Seller has entered into
no understanding or agreement with any taxing or assessing authority respecting the imposition
or deferment of any taxes or assessments respecting the Property.
(g) Neither this Agreement nor anything provided to be done hereunder including the
transfer of title to the Property to Buyer,violates or shall violate, any contract, instrument,
partnership agreement,trust agreement,or any other agreement to which Seller is a party, or
which affects the Property or any part thereof, and the sale of the Property herein contemplated
does not require the consent of any party not a signatory hereto.
(h) Seller is not in default of its obligations under any contract, agreement or
instrument to which Seller is a party which would adversely affect the value of the Property or
Seller's ability to perform its obligations hereunder.
(i) There are no mechanics', material men's or other claims or liens presently
claimed or which will be claimed against the Property for work performed or commenced prior
to the date of this Agreement or relating to the environmental condition of the Property.
0) Except for this Agreement there are no written or oral leases or contractual rights
or options to lease,purchase,or otherwise enjoy possession,or any other rights or interests of
any nature in and to the Property or any part thereof, and no persons have any right of possession
to the Property or any part thereof.
(k) Seller is not a"foreign person"within the meaning of Section 1445(f)(3)of the
Internal Revenue Code.
(1) There are no unrecorded contracts or agreements, such as maintenance, service, or
utility contracts relating to or affecting the Property.
Seller shall notify Buyer of any facts that would cause any of the representations
contained in this Agreement to be untrue as of the Close of Escrow.
11
1088599.4
12. Representations and Warranties of Buy. Buyer hereby represents and warrants to Seller
the following,it being expressly understood and agreed that all such representations and
warranties are to be true and correct at the date of this Agreement and as of the Close of Escrow:
(a) Buyer has the full power and authority to enter into this Agreement and
consummate the transactions contemplated hereby. The execution, delivery and performance of
this Agreement has been duly and validly authorized by Buyer's Board of Trustees, and no other
action by Buyer is requisite to the valid and binding execution, delivery, and performance of this
Agreement by Buyer.
(b) There is no pending litigation or,to the best of Buyer's knowledge,threatened
litigation,which does or will materially and adversely affect Buyer's ability to consummate this
transaction.
13. Buyer's Conditions. Buyer's obligations under this Agreement are expressly made
subject to the following conditions precedent solely for the benefit of Buyer. The Close of
Escrow and Buyer's obligation to consummate the purchase of Property shall be contingent upon
and subject to written notice to Escrow Holder by Buyer of the occurrence of all of the following
(or Buyer's written waiver thereof,on or before the Close of Escrow:
(a) Buyer's obtaining a satisfactory commitment issued by Title Company to issue
the Title Policy in favor of Buyer with a liability amount equal to the Purchase Price showing
Buyer's fee interest in the Property subject only to the Permitted Title Exceptions.
(b) That as of the Close of Escrow,the representations and warranties of Seller
contained in this Agreement are all true and correct.
(c) Seller's delivery of all documents and funds required to be delivered by Seller
pursuant to Section 6 hereof.
(d) Buyer's approval,prior to the Closing Date,of the physical condition of the
Property, including without limitation, any and all inspections,tests, Survey(s), and other studies
to be conducted by Buyer, in Buyer's sole and absolute discretion, including without limitation,
any environmental site assessments,investigations, studies and reports, and Buyer's approval of
the Documents and Reports. Buyer's approval of any such inspections of the Property shall not
alter or diminish Seller's representations or warranties under this Agreement, and Seller
acknowledges and agrees that Buyer is nonetheless relying on Seller's representations and
warranties made herein,unless such representation or warranty is specifically waived in whole or
in part by Buyer in writing.
If any of the foregoing conditions precedent has not been either met to Buyer's sole and
absolute satisfaction(and has not been expressly waived in writing by Buyer on or prior
to the Closing Date),then this Agreement shall, at the option of Buyer,terminate, in
which event, except as expressly set forth in this Agreement,neither party shall have any
further rights, duties and obligations hereunder.
12
1088599.4
14. Seller's Conditions. For the benefit of Seller, the Close of Escrow and Seller's obligation
to consummate the sale of the Property shall be contingent upon and subject to written notice to
the Escrow Holder by Seller of the occurrence of all of the following(or Seller's written waiver
thereof),on or before the Close of Escrow:
(a) Deposit by Buyer of the Purchase Price, and all other sums to be deposited by
Buyer in Escrow in accordance with the requirements hereof.
(b) Buyer's delivery of all documents required to be delivered by Buyer pursuant to
Section 6 hereof.
(c) That as of the Close of Escrow the representations and warranties of Buyer
contained in this Agreement are all either true or correct.
15. Change in Condition: Condemnation. If at any time prior to the Close of Escrow,the
Property becomes contaminated with Hazardous Substances, then Buyer may terminate this
Agreement. If at any time prior to the Close of Escrow, the Property, or any portion thereof, is
taken or appropriated by an entity other than Buyer through eminent domain or similar
proceedings, or is condemned by an entity other than Buyer for any public or quasi-public use,
Buyer may terminate this Agreement.
16. Default. In the event of a breach or default under this Agreement by either Seller or
Buyer,the non-defaulting party shall have the right to terminate this Agreement and the Escrow
by delivering written notice thereof to the defaulting party and to Escrow Holder, and if Buyer is
the non-defaulting party, Buyer shall have the right to obtain damages, or Buyer may obtain
specific performance. Such termination of the Escrow by a non-defaulting party shall be without
prejudice to the non-defaulting party's rights and remedies against the defaulting party at law or
equity.
17. Notices. All notices required or permitted hereunder shall be in writing and shall be
served on the parties at the addresses set forth below. Any such notices shall be either(a) sent by
overnight delivery using a nationally recognized overnight courier, in which case notice shall be
deemed delivered one business day after deposit with such courier, (b) sent by facsimile,with
written confirmation by overnight or first class mail,in which case notice shall be deemed
delivered upon receipt of confirmation transmission of such facsimile notice, (3)by electronic
mail in Portable Document Format(PDF)with confirmation of receipt,in which case notice shall
be deemed delivered upon receipt of confirmation of receipt, or(d) sent by personal delivery, in
which case notice shall be deemed delivered upon receipt. Any notice sent by facsimile,
electronic mail, or personal delivery and delivered after 5:00 p.m. Pacific time shall be deemed
received on the next business day. A party's address may be changed by written notice to the
other party; provided,however,that no notice of a change of address shall be effective until
actual receipt of such notice.
13
1088599.4
Buyer: COAST COMMUNITY COLLEGE DISTRICT
Orange Coast College School of Sailing and Seamanship
Atm.: Brad Avery,Director
1801 West Coast Highway
Newport Beach, California 92663
Seller: ORANGE COUNTY SANITATION DISTRICT
Atm.: James D. Herberg, General Manager
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Escrow
Holder: As set forth in Section 2.
18. Broker's Commissions. Buyer represents and warrants to Seller that Buyer has used no
broker, agent,finder or other person in connection with the transaction contemplated hereby to
whom a brokerage or other commission or fee may be payable. Seller represents and warrants to
Buyer that Seller has used no broker, agent, finder or other person in connection with the
transaction contemplated hereby to whom a brokerage or other commission or fee may be
payable. Each party indemnifies and agrees to defend and hold the other harmless from any
claims resulting from its breach of the warranties,representations and covenants made by it in
this Section.
19. Standard Escrow Instructions. Each party agrees to execute Escrow Holder's
supplemental reasonable standard instructions as may be necessary or proper in order to
consummate the transactions contemplated by this Agreement; provided, however, in the event
of a conflict between the terms hereof and the terms of such standard instructions, the terms
hereof shall control.
20. Time is of the Essence. The parties hereto agree that time is of the essence with respect
to each term, condition and covenant hereof.
21. Entire Agreement. This Agreement, together with all exhibits hereto, integrates all of the
terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or
previous agreements between the parties or their predecessors in interest with respect to all or
any part of the subject matter hereof.
22. Sevembility. Invalidation of any of the terms, conditions, covenants, or other provisions
contained herein by judgment or court order shall in no way affect any of the other terms,
conditions, covenants, or provisions hereof, and the same shall remain in full force and effect.
23. Amendments. Any amendments to this Agreement shall be effective only when duly
executed by Seller and Buyer and deposited with Escrow Holder.
24. Attorneys' Fees. Each party shall bear their own costs for legal fees and expenses.
14
1088599.4
25. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of
Seller and Buyer,and no other parties are intended to be direct or incidental beneficiaries of this
Agreement and no third party shall have any right in,under or to this Agreement.
26. Goveming Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California. Venue for the resolution of any disputes or the enforcement of
any rights arising out of or in connection with this agreement shall be in a court of competent
jurisdiction in the County of Orange.
27. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original,but all of which together shall constitute one and the same
instrument.
28. Assignment of Agreement. Neither party may assign or transfer their respective rights or
obligations under this Agreement without the prior written consent of the other.
29. Construction of Document. This Agreement is the result of a negotiation and is not the
product of any one party. There shall be no presumption in the interpretation hereof that any
ambiguity is to be resolved against any party hereto. The parties hereto waive expressly each
and all of the provisions of California Civil Code Section 1654,which provides: "IN CASES OF
UNCERTAINTY NOT REMOVED BY THE PRECEDING RULES, THE LANGUAGE OF A
CONTRACT SHOULD BE INTERPRETED MOST STRONGLY AGAINST THE PARTY
WHO CAUSED THE UNCERTAINTY TO EXIST."
[SIGNATURE PAGE FOLLOWS]
15
1088599.4
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed as of the date
first above written.
BUYER: SELLER:
COAST COMMUNITY COLLEGE ORANGE COUNTY SANITATION
DISTRICT, a public agency DISTRICT, a public agency
By: By:
Chancellor John Nielsen
Chairman of the Board
Approved as to Form:
Orange Coast College Attest:
By: By:
President Kelly Lore
Clerk of the Board
Approved as to Form:
Approved as to Form:
By:
Legal Counsel By:
Omar Sandoval
General Counsel
16
1088599.4
EXHIBIT "A"
LEGAL DESCRIPTION
1088599.4
EXHIBIT "A"
THE PROPERTY TO COAST COMMUNITY COLLEGE DISTRICT
ALL OF LOTS 61, 62 AND 63 OF TRACT NO. 1210, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK
40, PAGES 95 AND 96 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
TOGETHER WITH THAT PORTION OF PARCEL 1, IN SAID CITY OF NEWPORT BEACH,
PER MAP FILED MARCH 6, 1974 IN BOOK 59, PAGE 6 OF PARCEL MAPS, IN SAID
OFFICE OF THE COUNTY RECORDER, DESCRIBED AS FOLLOWS:
ALL OF LOTS 69 AND 65 OF TRACT NO. 1210, IN SAID CITY OF NEWPORT
BEACH, PER MAP FILED IN BOOK 40, PAGES 95 AND 96 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER, AS SHOWN ON SAID PARCEL
MAP.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
,011AL LA PREPARED BY: STANTEC CONSULTING INC.
OS ES 0,3�2 G UNDER THE DIRECTION OF:
9
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EXHIBIT `B"
FORM OF GRANT DEED
1088599.4
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Coast Community College District
Orange Coast College
School of Sailing and Seamanship
1801 West Coast Highway
Newport Beach, California 92663
Alin: Brad Avery,Director
APN: 049-222-31,32, and 33
Exempt from recording charges Per Gom Code Section 6103
[SPACE ABOVE FOR RECORDER'S USE ONLY]
GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:
This transfer is exempt from documentary Transfer Tax pursuant to Revenue&Taxation Code
Section 11922.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ORANGE
COUNTY SANITATION DISTRICT, a public agency("Grantor')hereby grants to COAST
COMMUNITY COLLEGE DISTRICT, a public agency("Grantee"),the real property located
in the City of Newport Beach,County of Orange, State of California, described on"Exhibit A"
attached hereto and incorporated herein by reference (the "Property"), subject to such easements
of record,and subject to Grantor's reservation of easements, reserved rights,use restrictions,
tenements and appurtenances as set forth in Paragraphs B through D below.
A. STATEMENT OF INTENT AS TO RESERVED EASEMENTS. Grantee intends to
develop the Property as an educational facility(the"Maritime Training Center'). The
Property is adjacent to Grantor's sanitation facility known as the Rocky Point Pump
Station (the"Pump Station"). In order to operate and maintain the Pump Station, Grantor
must reserve an easement for pipelines now or hereafter located on the Property, as well as
easements for periodic access to the Property. Due to the size and locations of those
easements, Grantee has agreed to build the Maritime Training Center as a two-level
educational complex, with the lower level devoted to automobile puking, pedestrian
access, stairwells, elevators,and structural elements necessary to support the buildings and
other improvements on the upper level. Grantor and Grantee recognize that while the
Pump Station and the Maritime Training Center are separate and distinct facilities,they are
to some extent intertwined from a construction,maintenance and operational standpoint.
Grantor and Grantee have therefore worked together for the past several years, and pledge
to continue working together, on the design and construction of the Maritime Training
Center. In reserving the easements and other reserved rights and restrictions identified
herein, Grantor's goals are to ensure that(i)the construction of the Maritime Training
Center will not damage the pipelines and other equipment and structures which serve the
Pump Station but which are located on or beneath the Property, and(ii)the design and
1
t¢s]n.4
operation of the Maritime Training Center will not interfere with Grantor's operation and
maintenance of the Pump Station and those pipelines,equipment and structures.
Conversely,in agreeing to purchase the Property subject to those easements,reserved
rights and restrictions, Grantee's goals are to ensure that (a)the easements will not prevent
construction of the Maritime Training Center in a manner consistent with the conceptual
designs which have been reviewed and approved by Grantor and Grantee, and(b)
Grantor's use of the easement areas will not(except for the periodic loss of parking)
interfere with Grantee's use and operation of the Maritime Training Center, subject to
Grantor's other reserved rights and restrictions identified in Paragraphs C and D herein.
Grantor and Grantee agree that in designing and building the Maritime Training Center,
enforcing the easements, and operating and maintaining the Pump Station and the
Maritime Training Center, Grantor and Grantee will cooperate so that all of those goals can
be met.
B. RESERVATION OF EASEMENTS.
(1) ACCESS EASEMENT. Grantor hereby reserves on behalf of itself, its successors
and assigns, a permanent 20-foot easement and right-of-way for ingress and egress,
with minimum clear height of 16 feet, over,under, upon and across the Property, as
shown and depicted as "Orange County Sanitation District Access Easement"in
"Exhibit B"attached hereto and incorporated herein by reference.
(2) PIPELINE EASEMENT. Grantor hereby reserves on behalf of itself, its
successors and assigns, a permanent 20-foot easement and right-of-way for sanitary
sewers,with minimum clear height of 10 feet, as shown and depicted as"Orange
County Sanitation District Pipeline Easement" in"Exhibit C"attached hereto and
incorporated herein by reference. This easement and right-of-way shall provide to
the Grantor the right to establish, construct and maintain for all time public utility
and related facilities.
(3) CLEARANCE EASEMENT. Grantor hereby reserves on behalf of itself, its
successors and assigns, a permanent 50-foot easement to maintain clearance around
the manhole located within the 20-foot pipeline easement described above,to be
cleared of all vehicle parking and other temporary obstructions for manhole and
pipeline maintenance up to four times per year for one day each time, in the area
shown and depicted as "Orange County Sanitation District Clearance Easement"in
"Exhibit D" attached hereto and incorporated herein by reference. Grantor agrees
to provide Grantee 30 calendar days' notice prior to any scheduled maintenance.
(4) ENCROACHMENTS PERMITTED. Consistent with Paragraph A above,the
parties agree that the portions of the Property that are subject to the foregoing
easements are not to be deemed"no build areas"and will not be used exclusively
by Grantor. The design and construction of the Maritime Training Center will
necessitate encroachment into the easement areas of structural elements, equipment
and other features of the Maritime Training Center. The parties shall cooperate in
the design and construction of those elements, equipment and features, and in the
subsequent use and enforcement of the easements, to ensure that the Seller's goals
and Buyer's goals identified in Paragraph A are achieved. Grantee nevertheless
2
1125777.4
expressly agrees that in the event the construction and operation of the Maritime
Training Center damages or interferes with the Pump Station and pipelines located
on the Property, Grantee shall indemnify, defend and hold Grantor harmless from
and against any and all claims, liabilities, damages, losses, costs and expenses of
any kind or nature whatsoever(including, without limitation, attorneys' fees and
expenses and court costs) suffered, incurred or sustained by Grantor as a result
thereof Grantee further releases Grantor from and against any and all claims,
liabilities, damages, losses, costs and expenses of any kind or nature whatsoever
suffered, incurred or sustained by Grantee as a result of any damage to the
Maritime Training Center resulting from pipeline failure or interference caused by
structural loading of the Maritime Training Center or any other equipment
installation by the Grantee that encroaches into the easement areas.
B. GRANTOR'S RESERVED RIGHTS.
(1) Grantor, on behalf of itself and its successors and assigns hereby reserves the right
to maintain,repair and refurbish the Pump Station adjacent to the Property(without
any related right of entry onto the Property), including the generation of noise
during these activities and during operation of the Pump Station,which may
generate noise up to 105 dB from 8:00 a.m.to 10:00 p.m. Grantee is hereby
notified and shall have been deemed to have released Grantor from and against any
claim for damages or injury to Grantee, its successors,assigns, officers, agents,
employees,volunteers and invitees that may arise or be related to the maintenance
and operation of the Pump Station, or any maintenance or repairs thereto.
(2) Grantor hereby notifies Grantee of the presence of noxious and explosive gases,
and Grantee shall have been deemed to have released Grantor from and against any
claim for damages or injury to Grantee,its successors,assigns, officers, agents,
employees,volunteers and invitees that may arise or be related to the presence of
noxious and explosive gases,which may be released during the maintenance of the
adjacent Pump Station (primarily methane and hydrogen sulfide).
(3) Grantor hereby reserves (for itself, its successors and assigns) a right of first refusal
to purchase the Property as set forth in subparagraphs C(3)(a)through(d)below
(`Right of First Refusal").
(a) This subparagraph describes the Right of First Refusal during the period
prior to Grantee's commencement of construction of the Maritime Training
Center. Prior to offering the Property for sale to a third party, and prior to
accepting any offer from a third party to purchase the Property, Grantee
shall deliver a written offer to Grantor to resell the Property to Grantor for
the price of One Million Eight Hundred Thousand Dollars($1,800,000.00).
Grantor shall exercise the Right of First Refusal by delivering to Grantee a
written notice of exercise within ninety(90)days after after Grantor has
received Grantee's notice of intent to sell.
(b) This subparagraph describes the Right of First Refusal during the period
from and after Grantee commences construction of the Maritime Training
3
1125777.4
Center. Prior to soliciting any offer for sale of the Property or any interest
in the Property, or accepting any offer to purchase the Property or any
beneficial ownership interests in the Property, Grantee shall notify Grantor
of such interest to sell or offer and deliver to Grantor a copy thereof.
Grantor may exercise the Right of First Refusal by delivering to Grantee a
written notice of exercise within ninety(90)days after Grantor has received
Grantee's notice of an intent to sell. The purchase price shall be the fair
market value of the Property determined as follows. Grantor shall provide
Grantee with a list of no fewer than three acceptable appraisers for
Grantee's approval. Grantee shall select one appraiser to perform the
appraisal and determine the fair market value of the Property. Grantee may
reject any appraiser for a reasonable cause. If any appraiser(s) are rejected
with cause, Grantor will provide alternative appraiser(s)of an equal
number. In the event Grantee fails to select an appraiser within fifteen(15)
days of receiving the list of appraisers, Grantor may select an appraiser.
Grantor shall pay the cost of the appraiser. Any appraiser selected pursuant
to this section shall be an MAI appraiser with at least five years of
experience.
(c) In the event Grantor does not exercise the Right of First Refusal pursuant to
subparagraphs (b) or(c)above,Grantee may sell the Property.
(d) Notwithstanding anything to the contrary set forth in or suggested by
Paragraph E below,the Right of First Refusal shall automatically expire and
be of no further force or effect on the earliest to occur of the following: (i)
Grantor's sale of the Pump Station and/or the real property on which it is
located; (ii)Grantor's permanently ceasing to operate the Pump Station.
D. RESTRICTIONS ON USE OF PROPERTY.
The Pump Station adjacent to the Property will require regular maintenance and major
repair and replacement activities that will require large equipment and larger working areas, which
will necessitate the following restrictions on the use of the Property.
(1) The entire at-grade parking area of the parking lot proposed to be developed by
Grantee on the Property will be exclusively occupied by Grantor, its successor and
assigns, for up to 2 years during major structural projects at the Pump Station,
anticipated to occur every 30 years. Grantor agrees to provide Grantee no less than
one year's notice to Grantee prior to the commencement of any such major structural
projects.
(2) The northern half of the at-grade puking area of the parking lot proposed to be
developed by Grantee on the Property will be exclusively occupied by Grantor, its
successors and assigns, for up to 2 years during major Pump Station refurbishment
activities, anticipated to occur every 15 years. Grantor agrees to provide Grantee no
less than one year's notice to Grantee prior to the commencement of any such major
Pump Station refurbishment activities.
4
1125777.4
(3) Grantor expressly agrees that in the event the Property is altered or disturbed in any
manner in connection with Grantor's use and occupancy thereof pursuant to
Paragraphs D(1) and D(2) above, Grantor shall return the Property to the condition
existing prior to such use and occupancy not later than the expiration of the 2-year
periods specified in said Paragraphs D(1)and D(2). Grantor shall indemnify,defend
and hold Grantee harmless from and against any and all claims, liabilities,damages,
losses, costs and expenses of any kind or nature whatsoever (including, without
limitation, attorneys' fees and expenses and court costs) suffered, incurred or
sustained by Grantee as a result of, by reason of, or in connection with any such
alteration or disturbances of the Property.
E. RESTRICTIONS RUN WITH THE LAND.
The reserved rights and restrictions set forth above, as well as the Grantor's obligations set
forth in Paragraphs A and B(4) above, shall run with the land and be binding upon any person or
entity who/that acquires any right, title or interest in or to any portion of the Property and shall be
enforceable by the assigns or and successors-in-interest to Grantor or Grantee. Every person or
entity who hereafter owns or acquires any right, title or interest in or to any portion of the
Property,the Pump Station,or the real property underlying the Pump Station, is and shall be
conclusively deemed to have consented and agreed to the reserved rights and restrictions
contained herein,whether or not any reference to this Grant Deed is contained in the instrument by
which such person or entity acquired an interest in the Property, the Pump Station, the real
property underlying the Pump Station, or such portion of the Property.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.
Dated: , 2016
ORANGE COUNTY SANITATION DISTRICT,
a public agency
By:
John Nielsen
Chair of the Board
Attest:
By:
Kelly Lore
Clerk of the Board
5
1125]n.4
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness,accuracy,or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
On , before me, Notary Public,
personally appeared proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s)acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
1¢s]n.4
EXHIBIT"A"
LEGAL DESCRIPTION OF THE PROPERTY
1125777.4
EXHIBIT "A"
THE PROPERTY TO COAST COMMUNITY COLLEGE DISTRICT
ALL OF LOTS 61, 62 AND 63 OF TRACT NO. 1210, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK
40, PAGES 45 AND 46 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
TOGETHER WITH THAT PORTION OF PARCEL 1, IN SAID CITY OF NEWPORT BEACH,
PER MAP FILED MARCH 6, 1974 IN BOOK 59, PAGE 6 OF PARCEL MAPS, IN SAID
OFFICE OF THE COUNTY RECORDER, DESCRIBED AS FOLLOWS:
ALL OF LOTS 64 AND 65 OF TRACT NO. 1210, IN SAID CITY OF NEWPORT
BEACH, PER MAP FILED IN BOOK 40, PAGES 45 AND 46 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER, AS SHOWN ON SAID PARCEL
MAP.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
PREPARED BY: STANTEC CONSULTING INC.
OVAL LqN� UNDER THE DIRECTION OF:
� r�2G9m
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o JAMES O. STEINE S, P.L.S. 6086
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�OF CAof J.N. 2042 478701
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EXHIBIT`B"
LEGAL DESCRIPTION OF ACCESS EASEMENT
1125777.4
EXHIBIT "B"
ORANGE COUNTY SANITATION DISTRICT ACCESS EASEMENT
BEING A PORTION OF PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 59, PAGE 6 OF
PARCEL MAPS, AND PORTIONS OF LOTS 61, 62 AND 63 OF TRACT NO. 1210, IN
SAID CITY OF NEWPORT BEACH, PER MAP FILED IN BOOK 40, PAGES 45 AND 46
OF MISCELLANEOUS MAPS, BOTH IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN A STRIP OF LAND 20.00 FEET WIDE, THE
CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID LOT 61, BEING ON A
CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1950.00 FEET AND
TO WHICH A RADIAL LINE BEARS SOUTH 19"41 ' 33" WEST;
THENCE, NORTHWESTERLY 39. 40 FEET ALONG SAID CURVE AND THE
SOUTHWESTERLY LINE OF SAID LOT 61 THROUGH A CENTRAL ANGLE OF 01°09'28"
TO THE POINT OF BEGINNING AND TO WHICH A RADIAL LINE BEARS
SOUTH 20°51 '01" WEST;
THENCE, TRAVERSING THE INTERIOR OF SAID LOTS 61, 62 AND 63 AND PARCEL
1, THE FOLLOWING COURSES:
ALONG SAID RADIAL LINE, NORTH 20°51 '01" EAST, 16. 47 FEET TO THE
BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF
40. 00 FEET;
NORTHWESTERLY 62.19 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 89°04 '29";
NORTH 68°13'28" WEST, 120.89 FEET TO THE BEGINNING OF A CURVE
CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 50.00 FEET;
SOUTHWESTERLY 64 . 95 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 74°25'21" TO THE NORTHWESTERLY LINE OF LOT 65 OF SAID TRACT
NO. 1210 AND TO WHICH A RADIAL LINE BEARS NORTH 52°38 ' 49" WEST.
THE SIDELINES OF SAID STRIP SHALL BE LENGTHENED OR SHORTENED TO BEGIN
AT SAID SOUTHWESTERLY LINE OF LOT 61 AND TO END AT THE NORTHWESTERLY
AND SOUTHWESTERLY LINES OF SAID LOT 65.
CONTAINING 5,239 SQUARE FEET, MORE OR LESS.
ALSO AS SHOWN ON EXHIBIT "B" SHEET 3 ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
W)PROIEC N247B)OIVSORVEYILEGAU OCSO ACCESS EA EA4 M1511 IS OOC
1 OF 3
EXHIBIT "B"
ORANGE COUNTY SANITATION DISTRICT ACCESS EASEMENT
ONPIL PREPARED BY: STANTEC CONSULTING INC.
SO.
O.STF/m
9 UNDER THE DIRECTION OF:
2 m
CL No.6088 9 �-
G4
JAMES O. STEINES, P.L.S. 6086
P
�gTFOFOpUFOQ� NOVEMBER 18, 2015
J.N. 2042 478701
V:%PROIECIBV 4787016UlV LEO.,, C5OACCP55 WEMENI_20151 I I A OOC 2 OF 3
991399
SHEET 3 OF 3
A PORTION OF PARCEL 1 OF P.M.B. 59 / G AND
PORTIONS OF LOTS Gl, G2 AND G3 OF TR. NO. 1210, M.M. 40 / 45-4G,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
ORANGE COUNTY SANITATION DISTRICT ACCESS EASEMENT
LOT 8 / TR. NO. 1221 I I /
LOT 9 I M.M. 41 / Ill /
P M.E3
9� G LOT 10
SCALE: 1" = 40'
LOT 11 /
05
C o �27 /
O LOT 12
NGe. �T
.N52135'49'W / \7 28•. �(
(PAD) // PARCEL W /20g9' �T 6z
/ O 4
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40,_
�ay£S j Cl T GO
COgSj P.O.B.
P.D.L.
LINE TABLE \Y SE'LY COR.
NO. I BEARING I DISTANCE LOT Gl
Ll I N20.51'01"E 1G.47' p
CURVE TABLE
\ h
NO. RADIUS DELTA LENGTH \
0
1 1950.00, 0
l'O9'2B" I 39.40'
C2 1 40.00' 8g04'29" I G2.19' \
L3 I 5D.OD' 1 74.25'21" 1 G4.95'
00a LAND
Og Aso a)-, /9m
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EXHIBIT"C"
LEGAL DESCRIPTION OF PIPELINE EASEMENT
1125777.4
EXHIBIT "C"
ORANGE COUNTY SANITATION DISTRICT PIPELINE EASEMENT
BEING A PORTION OF PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 59, PAGE 6 OF
PARCEL MAPS, IN THE OFFICE 0£ THE COUNTY RECORDER OF SAID COUNTY,
LYING WITHIN A STRIP OF LAND 20.00 FEET WIDE, THE CENTERLINE OF WHICH
IS DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF LOT 61 OF TRACT NO. 1210, IN
SAID CITY OF NEWPORT BEACH, PER MAP FILED IN BOOK 40, PAGES 95 AND 96
OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER, BEING ON
A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1950.00 FEET AND
TO WHICH A RADIAL LINE BEARS SOUTH 19°91 ' 33" WEST;
THENCE, NORTHWESTERLY 182 .66 FEET ALONG SAID CURVE AND THE
SOUTHWESTERLY LINES OF LOTS 61, 62 AND 63 OF SAID TRACT NO. 1210 AND
THE SOUTHWESTERLY LINE OF SAID PARCEL 1 THROUGH A CENTRAL ANGLE OF
05°22'01" TO THE POINT OF BEGINNING AND TO WHICH A RADIAL LINE BEARS
SOUTH 25°03 '39" WEST;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING
COURSES:
NORTH 19°96'28" WEST, 50.50 FEET;
NORTH 78"30 ' 18" WEST, 34 . 95 FEET TO THE NORTHWESTERLY LINE OF LOT
65 OF SAID TRACT NO. 1210.
THE SIDELINES OF SAID STRIP SHALL BE LENGTHENED OR SHORTENED TO BEGIN
AT SAID SOUTHWESTERLY LINE OF PARCEL 1 AND TO END AT SAID
NORTHWESTERLY LINE OF LOT 65.
CONTAINING 1,709 SQUARE FEET, MORE OR LESS.
ALSO AS SHOWN ON EXHIBIT "C" SHEET 2 ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
PREPARED BY: STANTEC CONSULTING INC.
NAL L,%, UNDER THE DIRECTION OF:
ES O.Sp SG
# No.6086 m ^ .
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N� #
NOVEMBER 18, 2015
CALIV: J.N. 2042 478701
V:@RORE S]4'47870iSURVEYLE0U C D PIPELME EAEAQM_E0151118 DC 1 OF 2
EXHIBIT "G„ SHEET 2 OF 2
A PORTION OF PARCEL 1 OF P.M.B. 59 / G.
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
ORANGE COUNTY SANITATION DISTRICT PIPELINE EASEMENT
LOT 8 TR. NO. 1221
LOT 9
M.M. 41 / 11
P•M.e. 5 N
9P 6 LOT 10
SCALE: 1" = 40'
lq
,44
x h •^� � 7 T 23a.o7. LOT 11
on L2 1 <Cr R N
3�
r o177PARCEL 1 O 7?70 LOT 12
P )
p �` 3
41
N or
0�/�� 63
h�
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Q' r 67 3
40 �
Ca Cal / 7
280Cb 82GG 415, i
\wfs 46 N COr GO
CO
P.O.G.
\ \~ OR.
LOT G]
LINE TABLE \ hO
NO. BEARING DISTANGE
L] N74.4G'2a"W 50.50' \
L2 N763O'18"W 34.95•
0.8
Fi2G9�
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EXHIBIT"D"
LEGAL DESCRIPTION OF CLEARANCE EASEMENT
1125777.4
EXHIBIT "D"
ORANGE COUNTY SANITATION DISTRICT CLEARANCE EASEMENT
BEING A PORTION OF PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 59, PAGE 6 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF LOT 61 OF TRACT NO. 1210, IN
SAID CITY OF NEWPORT BEACH, PER MAP FILED IN BOOK 40, PAGES 95 AND 96
OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER, BEING ON
A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1950. 00 FEET AND
TO WHICH A RADIAL LINE HEARS SOUTH 19°91 ' 33" WEST;
THENCE, NORTHWESTERLY 183. 99 FEET ALONG SAID CURVE AND THE
SOUTHWESTERLY LINES OF LOTS 61, 62 AND 63 OF SAID TRACT NO. 1210 AND
THE SOUTHWESTERLY LINE OF SAID PARCEL 1 THROUGH A CENTRAL ANGLE OF
05°23'29" TO THE POINT OF BEGINNING AND TO WHICH A RADIAL LINE BEARS
SOUTH 25°09 '57" WEST; SAID POINT OF BEGINNING ALSO BEING THE BEGINNING
OF A NON-TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 50.00
FEET AND TO WHICH A RADIAL LINE BEARS SOUTH 19°O5'11" EAST;
THENCE, NORTHEASTERLY, NORTHERLY, NORTHWESTERLY AND WESTERLY 158 .13
FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 181°12 ' 13" TO THE
NORTHWESTERLY LINE OF LOT 65 OF SAID TRACT NO. 1210 AND TO WHICH A
RADIAL LINE BEARS NORTH 15°17 '29" WEST;
THENCE, ALONG SAID NORTHWESTERLY LINE OF LOT 65, SOUTH 27"02 ' 18" WEST,
75.76 FEET TO SAID CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF
1950. 00 FEET AND TO WHICH A RADIAL LINE BEARS SOUTH 27°02' 18" WEST;
THENCE, SOUTHEASTERLY 66. 56 FEET ALONG SAID CURVE AND SAID
SOUTHWESTERLY LINE OF PARCEL 1 THROUGH A CENTRAL ANGLE OF 01°57 '21" TO
THE POINT OF BEGINNING.
CONTAINING 6, 513 SQUARE FEET, MORE OR LESS.
ALSO AS SHOWN ON EXHIBIT "D" SHEET 2 ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
�ONa-UNp PREPARED BY: STANTEC CONSULTING INC.
S'p UND R THE DIRECTION OF:
a
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# a
N� JAMES 0. STEINES, P.L.S. 6086
FOF CALIF NOVEMBER 18, 2015
J.N. 2042 478701
V PROIERSCW2478701SN VEYLLE IOCSO CLEARANCE EASEIv 20151118.OOC I OF 2
EXHIBIT IlY$ SHEET 2 OF 2
A PORTION OF PARCEL 1 OF P.M.B. 59 / G,
IN THE CITY OF NEWPORT BEACH. COUNTY OF ORANGE, STATE OF CALIFORNIA
ORANGE COUNTY SANITATION DISTRICT CLEARANCE EASEMENT
T 11 / TR. NO. 1221 I I /
LOT 9 I M.M. 41 / I11 /
59 ^ LOT 10 /
3 4s I SCALE: 1" = 40'
LOT 11 /
wo of
3k AO / � / �$ T
2 O yti <.Vi No / LOT 12
�2 /PARCEL / .on/o c / 70
Cl // 1�� �P/ / COT
40T
62 a
P.O.B. 111 sII79W / Mn,, 40T
os. 40 Gj
3
\ rR4p7\' 2p•43,23 2q.. 4> /\ Is_
17 b 44, 4G by
\�FST COT 60
CpgST /
\ \^ S Y OR.
LOT G] \�
CURVE TABLE
NO. RADIUS 1 DELTA 1 LENGTH \
O1 11950.00' 1 0757'21" 1 GG.5G'
y`pNAL LAA/O
O SrF2G9c
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Stantec
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the deed or grant dated
, 2016, from Orange County Sanitation District, a California public
agency, to Coast Community College District,a California public agency,is hereby accepted by
order of the Board of Trustees of the Coast Community College District,pursuant to the authority
conferred by resolution of the Board of Trustees of the Coast Community College District adopted
on , 2016,and the grantee consents to recordation thereof by its duly
authorized officer.
COAST COMMUNITY COLLEGE DISTRICT
BY:
Name:
Title:
DATED: , 2016
1125777.4
EXHIBIT "C"
ACCESS EASEMENT
1088599.4
EXHIBIT "C"
ORANGE COUNTY SANITATION DISTRICT ACCESS EASEMENT
BEING A PORTION OF PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 59, PAGE 6 OF
PARCEL MAPS, AND PORTIONS OF LOTS 61, 62 AND 63 OF TRACT NO. 1210, IN
SAID CITY OF NEWPORT BEACH, PER MAP FILED IN BOOK 40, PAGES 95 AND 96
OF MISCELLANEOUS MAPS, BOTH IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN A STRIP OF LAND 20.00 FEET WIDE, THE
CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID LOT 61, BEING ON A
CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1950. 00 FEET AND
TO WHICH A RADIAL LINE BEARS SOUTH 19°91 ' 33" WEST;
THENCE, NORTHWESTERLY 39. 40 FEET ALONG SAID CURVE AND THE
SOUTHWESTERLY LINE OF SAID LOT 61 THROUGH A CENTRAL ANGLE OF 01`09' 28"
TO THE POINT OF BEGINNING AND TO WHICH A RADIAL LINE BEARS
SOUTH 20"51 ' 01" WEST;
THENCE, TRAVERSING THE INTERIOR OF SAID LOTS 61, 62 AND 63 AND PARCEL
1, THE FOLLOWING COURSES:
ALONG SAID RADIAL LINE, NORTH 20"51 ' 01" EAST, 16.47 FEET TO THE
BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF
40.00 FEET;
NORTHWESTERLY 62 . 19 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 89°09 '29";
NORTH 68°13'28" WEST, 120. 89 FEET TO THE BEGINNING OF A CURVE
CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 50.00 FEET;
SOUTHWESTERLY 64 . 95 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 79°25'21" TO THE NORTHWESTERLY LINE OF LOT 65 OF SAID TRACT
NO. 1210 AND TO WHICH A RADIAL LINE BEARS NORTH 52°38 ' 99" WEST.
THE SIDELINES OF SAID STRIP SHALL BE LENGTHENED OR SHORTENED TO BEGIN
AT SAID SOUTHWESTERLY LINE OF LOT 61 AND TO END AT THE NORTHWESTERLY
AND SOUTHWESTERLY LINES OF SAID LOT 65.
CONTAINING 5,239 SQUARE FEET, MORE OR LESS.
ALSO AS SHOWN ON EXHIBIT "C" SHEET 3 ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
VVROIECI5 W24]St0165URVEN EOA OCSO ACCESS EPSES4 20151118 WC I DF 3
EXHIBIT "C"
ORANGE COUNTY SANITATION DISTRICT ACCESS EASEMENT
\Ot,1AL lgNO PREPARED BY: STANTEC CONSULTING INC.
O�i �90.STF���L,9m UNDER THE D/IIRIECTION OF:
o, No.6088
*N * JAMES O. STEINES, P.L.S. 6086
�
�P
�TFOFOA0FOP� NOVEMBER 18, 2015
J.N. 2042 478701
V VRMERSLW379]ORSORVEY EGAISOCSOACCUS EAE04 01511I B.000
2 OF 3
EXHIBIT ssV„ SHEET 3 OF 3
A PORTION OF PARCEL 1 OF P.M.B. 59 / G AND
PORTIONS OF LOTS Gl, G2 AND G3 OF TR. NO. 1210, M.M. 40 / 45-4G,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
ORANGE COUNTY SANITATION D15TRICT ACCESS EASEMENT
LOT 11 / TR. NO. 1221
LOT 9 I M.M. 41 / I11 /
�^ G LOT 10 /
ISCALE: T' = 40'
N wz38° I LOT 11
r3o� R05 —� � �. �27 l
a ` s, �p, LOT 12
FAV) 28"W Zzpes �T
�(
(RAD) // PARCEL 62
LOT 6 ,
O R='9s0 MM 40 oN 7 m
1
°arn. 4,5, 3
zp as.. 46 n
6
LpT
�wFST D, Go
T
LINE TABLE h/\,4 j. 5O Y61 OR.
NO. BEARING D15TANCE
Ll 420'51'01'E 1G.47'
h
CURVE TABLE
NO. RADIUS DELTA LENGTH \
Ol 1950.00, OT09'28" 39.40'
C2 40.00' B-r04'29" I G2.19' \
C3 5D.00' 74'25'27" 1 G4.95'
NO
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9
sm
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EXHIBIT "D"
PIPELINE EASEMENT
1088599.4
EXHIBIT "D"
ORANGE COUNTY SANITATION DISTRICT PIPELINE EASEMENT
BEING A PORTION OF PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 59, PAGE 6 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
LYING WITHIN A STRIP OF LAND 20.00 FEET WIDE, THE CENTERLINE OF WHICH
IS DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF LOT 61 OF TRACT NO. 1210, IN
SAID CITY OF NEWPORT BEACH, PER MAP FILED IN BOOK 40, PAGES 95 AND 96
OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER, BEING ON
A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1950. 00 FEET AND
TO WHICH A RADIAL LINE BEARS SOUTH 19"91133" WEST;
THENCE, NORTHWESTERLY 182 . 66 FEET ALONG SAID CURVE AND THE
SOUTHWESTERLY LINES OF LOTS 61, 62 AND 63 OF SAID TRACT NO. 1210 AND
THE SOUTHWESTERLY LINE OF SAID PARCEL 1 THROUGH A CENTRAL ANGLE OF
05°22 ' 01" TO THE POINT OF BEGINNING AND TO WHICH A RADIAL LINE BEARS
SOUTH 25°03' 39" WEST;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING
COURSES:
NORTH 19°96'28" WEST, 50. 50 FEET;
NORTH 78°30' 18" WEST, 34. 95 FEET TO THE NORTHWESTERLY LINE OF LOT
65 OF SAID TRACT NO. 1210.
THE SIDELINES OF SAID STRIP SHALL BE LENGTHENED OR SHORTENED TO BEGIN
AT SAID SOUTHWESTERLY LINE OF PARCEL 1 AND TO END AT SAID
NORTHWESTERLY LINE OF LOT 65.
CONTAINING 1, 709 SQUARE FEET, MORE OR LESS.
ALSO AS SHOWN ON EXHIBIT "D" SHEET 2 ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
yy�ONAL L4 PREPARED BY: STANTEC CONSULTING INC.
F, ES O.y+r UNDER THE DIIRREEC�TION OF:
0.6086
N� # JAMES 0. STEINES, P.L.S. 6086
9�
�OFCALIFOP�\P NOVEMBER 18, 2015
J.N. 2042 478701
V\PROMS S3MN7EMMURVEY EGAI 'OLSDPIPELMEEASEME 2015112DO 1 OF 2
EXHIBIT $$Dot SHEET 2 OF 2
A PORTION OF PARCEL 1 OF P.M.B. 59 / G,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE. STATE OF CALIFORNIA
ORANGE COUNTY SANITATION D15TRICT PIPELINE EASEMENT
LOT B TR. NO. 1221
LOT 9
M.M. 41 / 11
PM.e. 59 a N
p 6 LOT 10
SCALE: 1" = 40'
1
h .,,� Tp z38o , LOT 11
r3oPARCEL 1' O 727Q LOT 12
CO
T
/7. o'\ .o�/Q� GO
40.
�J COT
0 62 0^
«] P.O.B. Rol qSO /O
2 0 .. 40
\w£ST 4a25p 4a�78z� 60
CC)
T
\ \QY OR.
LOT G]
LINE TABLE \ h
NO. BEARING I D15TANCE
L2 N7V30'lB"W 5 4-95' \
L2 N78'3O'1B"W 34.95'
O S
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EXHIBIT "E"
CLEARANCE EASEMENT
1088599.4
EXHIBIT "E"
ORANGE COUNTY SANITATION DISTRICT CLEARANCE EASEMENT
BEING A PORTION OF PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 59, PAGE 6 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF LOT 61 OF TRACT NO. 1210, IN
SAID CITY OF NEWPORT BEACH, PER MAP FILED IN BOOK 40, PAGES 45 AND 46
OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER, BEING ON
A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1950. 00 FEET AND
TO WHICH A RADIAL LINE BEARS SOUTH 19°41'33" WEST;
THENCE, NORTHWESTERLY 183. 44 FEET ALONG SAID CURVE AND THE
SOUTHWESTERLY LINES OF LOTS 61, 62 AND 63 OF SAID TRACT NO. 1210 AND
THE SOUTHWESTERLY LINE OF SAID PARCEL 1 THROUGH A CENTRAL ANGLE OF
05°23 '24" TO THE POINT OF BEGINNING AND TO WHICH A RADIAL LINE BEARS
SOUTH 25"04 ' 57" WEST; SAID POINT OF BEGINNING ALSO BEING THE BEGINNING
OF A NON-TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 50.00
FEET AND TO WHICH A RADIAL LINE BEARS SOUTH 14°05' 11" EAST;
THENCE, NORTHEASTERLY, NORTHERLY, NORTHWESTERLY AND WESTERLY 158 .13
FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 181°12 ' 13" TO THE
NORTHWESTERLY LINE OF LOT 65 OF SAID TRACT NO. 1210 AND TO WHICH A
RADIAL LINE BEARS NORTH 15°17'24" WEST;
THENCE, ALONG SAID NORTHWESTERLY LINE OF LOT 650 SOUTH 27"02' 18" WEST,
75.76 FEET TO SAID CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF
1950. 00 FEET AND TO WHICH A RADIAL LINE BEARS SOUTH 27°02' 18" WEST;
THENCE, SOUTHEASTERLY 66. 56 FEET ALONG SAID CURVE AND SAID
SOUTHWESTERLY LINE OF PARCEL 1 THROUGH A CENTRAL ANGLE OF 01*57 -21" TO
THE POINT OF BEGINNING.
CONTAINING 6, 513 SQUARE FEET, MORE OR LESS.
ALSO AS SHOWN ON EXHIBIT "E" SHEET 2 ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
S�ONAL(qN PREPARED BY: STANTEC CONSULTING INC.
DES O.y+ OS UNDER THE DIRECTION OF:
* No.6086 N
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EXHIBIT "E„ SMEET 2 OF 2
A PORTION OF PARCEL 7 OF P.M.B. 59 / G,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
ORANGE COUNTY SANITATION DISTRICT CLEARANCE EASEMENT
LOT 11 / TR. NO. 1221 1 1 /
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EXHIBIT "F"
COAST COLLEGE DISTRICT ACCESS EASEMENT
1088599.4
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Coast Community College District
Orange Coast College
School of Sailing and Seamanship
1801 West Coast Highway
Newport Beach,California 92663
Arm:Brad Avery,Director
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Documentary Transfer Tax Exempt-Revenue And Taxation Code Section 11922
Recording Fee Exempt Under Government Code 6103
EASEMENT DEED
FOR A VALUABLE CONSIDERATION,receipt of which is hereby acknowledged,the ORANCE
COUNTY SANITATION DISTRICT, a public agency ("Grantor"), hereby grants and conveys to
the COAST COMMUNITY COLLEGE DISTRICT, a public agency ("Grantee"), a perpetual
easement and right-of-way for ingress and egress in, over, upon, under, along, through and across
all that real property situated in the City of Newport Beach, County of Orange, State of California,
as is described in the Legal Description attached hereto and made a part hereof as Exhibit A.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.
Dated: ,2016
ORANGE COUNTY SANITATION DISTRICT,
a public agency
By:
John Nielsen
Chair of the Board
Attest:
By:
Kelly Lore
Clerk of the Board
1
1125777.4
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness,accuracy,or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
1. On before me, Notary
Public, personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon
behalf of which the person(s)acted, executed the instrument.
2. I certify UNDER PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
3. WITNESS my hand and official seal.
Notary Public
1146532.1
EXHIBIT"A"
LEGAL DESCRIPTION OF EASEMENT AREA
1146532.1
EXHIBIT "A"
COAST COMMUNITY COLLEGE DISTRICT ACCESS EASEMENT
BEING A PORTION OF PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 59, PAGE 6 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEASTERLY CORNER OF LOT 61 OF TRACT NO. 1210, IN
SAID CITY OF NEWPORT BEACH, PER MAP FILED IN BOOK 40, PAGES 45 AND 46
OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER, BEING ON
A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1950. 00 FEET AND
TO WHICH A RADIAL LINE BEARS SOUTH 19°41133" WEST;
THENCE, NORTHWESTERLY 250.00 FEET ALONG SAID CURVE AND THE
SOUTHWESTERLY LINES OF LOTS 61, 62 AND 63 OF SAID TRACT NO. 1210 AND
THE SOUTHWESTERLY LINE OF SAID PARCEL 1 THROUGH A CENTRAL ANGLE OF
07020'45" TO THE NORTHWESTERLY LINE OF LOT 65 OF SAID TRACT NO. 1210
AND THE POINT OF BEGINNING AND TO WHICH A RADIAL LINE BEARS
SOUTH 27°02118" WEST;
THENCE, CONTINUING ALONG SAID SOUTHWESTERLY LINE OF PARCEL 1,
NORTHWESTERLY 20. 00 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
00o35116" TO A RADIAL LINE WHICH BEARS SOUTH 27o37134" WEST;
THENCE, ALONG SAID RADIAL LINE, NORTH 27037134" EAST, 6.00 FEET TO THE
BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS
OF 90. 00 FEET AND TO WHICH A RADIAL LINE BEARS NORTH 41D37104" WEST;
THENCE, NORTHEASTERLY 36 . 81 FEET ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 23025152" TO SAID NORTHWWESTERLY LINE OF LOT 65 AND TO WHICH
A RADIAL LINE BEARS NORTH 23°25 '52" WEST;
THENCE, ALONG SAID NORTHWESTERLY LINE OF LOT 65, SOUTH 27°02 '18" WEST,
36 .73 FEET TO THE POINT OF BEGINNING.
CONTAINING 4721 SQUARE FEET, MORE OR LESS.
ALSO AS SHOWN ON EXHIBIT "F" SHEET 2 ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS-OF-WAY OF RECORD, IF ANY.
PREPARED BY: STANTEC CONSULTING INC.
NAL lq,�O UNDER THE DIRECTION OF:
a No.BOBS m� Q'N"
* S JAMES O. STEINES, P.L.S. 6086
NOVEMBER 18, 2015
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EXHIBIT "A„ SHEET 2 OF 2
A PORTION OF PARCEL 1 OF P.M.B. 59 / G,
IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA
COAST COMMUNITY COLLEGE D15TRICT ACCE55 EASEMENT
LOT 8 TR. NO. 1221
LOT 9
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the deed or grant dated
, 2016, from Orange County Sanitation District, a public agency,to Coast
Community College District,a public agency, is hereby accepted by order of the Board of
Trustees of the Coast Community College District,pursuant to the authority conferred by
resolution of the Board of Trustees of the Coast Community College District adopted on
, 2016, and the grantee consents to recordation thereof by its duly
authorized officer.
COAST COMMUNITY COLLEGE DISTRICT
BY:
Name:
Title:
DATED: , 2016
1146532.1
EXHIBIT"G"
TEMPORARY ACCESS AGREEMENT
1088599.4
TEMPORARY ACCESS AGREEMENT
FOR CONSTRUCTION ACTIVITY
THIS TEMPORARY ACCESS AGREEMENT (herein called this "Agreement") is made and
entered into as of , 2016, by COAST COMMUNITY COLLEGE
DISTRICT (herein called "Grantor"), and ORANGE COUNTY SANITATION DISTRICT
(herein called"Grantee").
WITNESSETH:
WHEREAS, Grantee is the owner of the real property more particularly described on Exhibit A,
attached hereto and incorporated herein by reference (herein called the"Property");
WHEREAS,concurrently with the execution of this Agreement,Grantee and Grantor contemplate
entering into a Purchase and Sale Agreement and Escrow Instructions related to the Property(the
"Purchase Agreement")whereby Grantee will sell the Property to Grantor;
WHEREAS, Grantee has allowed has embarked in a sewer improvement project, Project No. 5-
60, and has allowed its contractor to use the Property for equipment storage and material staging
through the completion of the project, which is expected to occur on or before May 31, 2016;
WHEREAS,Grantee requires temporary construction access to the Property for equipment storage
and material staging during Project No. 5-60 construction;
WHEREAS, upon its acquisition of the Property Grantor has agreed to grant to Grantee, and its
authorized agents and contractors, to access the Property for ingress, egress, and other
construction-related activities associated with completing Project No. 5-60.
NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants
and agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,Grantor and Grantee do hereby covenant and agree
as follows:
1. Right of Entrv.
(a) Subject to Grantee's compliance with the terms and provisions of this Agreement, from the
date of this Agreement through May 31, 2016, Grantee and Grantee's agents, employees,
contractors,representatives and other designees(herein collectively called"Grantee's Designees")
shall have the right to enter upon the Property for the purpose of equipment and material storage,
stating, and related construction activity associated with completing Project No. 5-60 (the
"Construction Activities"). Grantee and Grantee's Designees may not use the Property for any
other purpose or activity without obtaining Grantor's consent.
(b) Grantee expressly agrees that in the event the Property is altered or disturbed in any manner
in connection with the Construction Activities, Grantee shall return the Property to the condition
existing prior to date of this Agreement to the extent reasonably practicable, and Grantee shall
1
1125814.1
indemnify, defend and hold Grantor harmless from and against any and all claims, liabilities,
damages, losses, costs and expenses of any kind or nature whatsoever (including, without
limitation,attorneys' fees and expenses and court costs)suffered,incurred or sustained by Grantor
as a result of, by reason of, or in connection with any such alterations or disturbance of the
Property.
2. Lien Waivers. Upon receipt of a written request from Grantor,Grantee will use reasonable
efforts to obtain and provide Grantor with lien waivers following completion of the Construction
Activities from each and every contractor, material man, engineer, architect and surveyor who
might have lien rights,in form and substance reasonably satisfactory to Grantor and its counsel,if
any. Grantee shall indemnify Grantor from and against any claims or demands for payment,or any
liens or lien claims made against Grantor or the Property as a result of the Construction Activities.
3. Insurance. Grantee shall, and shall cause all of Grantee's Designees performing the
Construction Activities to,procure or maintain reasonable commercial general liability insurance
issued by an insurer reasonably satisfactory to Grantor covering the Construction Activities.
4. Successors. To the extent any rights or obligations under this Agreement remain in effect,
this Agreement shall be binding upon and enforceable against,and shall inure to the benefit of,the
parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
5. Limitations. Grantor does not hereby convey to Grantee any right,title or interest in or to
the Property,but merely grants the specific rights and privileges hereinabove set forth.
6. Notices. All notices required or permitted hereunder shall be in writing and shall be served
on the parties at the addresses set forth below. Any such notices shall be either (a) sent by
overnight delivery using a nationally recognized overnight courier, in which case notice shall be
deemed delivered one business day after deposit with such courier, (b) sent by facsimile, with
written confirmation by overnight or first class mail, in which case notice shall be deemed
delivered upon receipt of confirmation transmission of such facsimile notice,(3)by electronic mail
in Portable Document Format (PDF) with confirmation of receipt, in which case notice shall be
deemed delivered upon receipt of confirmation of receipt,or(d)sent by personal delivery,in which
case notice shall be deemed delivered upon receipt. Any notice sent by facsimile, electronic mail,
or personal delivery and delivered after 5:00 p.m. Pacific time shall be deemed received on the
next business day.A party's address may be changed by written notice to the other party;provided,
however,that no notice of a change of address shall be effective until actual receipt of such notice.
Grantor: COAST COMMUNITY COLLEGE DISTRICT
Orange Coast College School of Sailing and Seamanship
Aun.: Brad Avery, Director
1801 West Coast Highway
Newport Beach, California 92663
Grantee: ORANGE COUNTY SANITATION DISTRICT
Attu.: James D. Herberg, General Manager
10844 Ellis Avenue
2
1125814.1
Fountain Valley, CA 92708-7018
7. Governing Law. This Agreement shall be construed, enforced and interpreted in
accordance with the laws of the State of California. Venue for the resolution of any disputes or
the enforcement of any rights arising out of or in connection with this agreement shall be in a court
of competent jurisdiction in the County of Orange.
8. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original,and all of such counterparts together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed and
sealed, all the day and year first written above.
GRANTOR:
COAST COMMUNITY COLLEGE DISTRICT
By:
Director
GRANTEE:
ORANGE COUNTY SANITATION DISTRICT
By:
James D. Herberg
General Manager
3
1125814.1
EXHIBIT"H"
RIGHT OF ENTRY AND ACCESS AGREEMENT
1088599.4
RIGHT OF ENTRY AND ACCESS AGREEMENT
THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (herein called this "Agreement") is
made and entered into as of , 2016, by ORANGE COUNTY
SANITATION DISTRICT (herein called "Grantor"), and COAST COMMUNITY COLLEGE
DISTRICT(herein called"Grantee").
WITNESSETH:
WHEREAS, Grantor is the owner of the real property more particularly described on Exhibit A,
attached hereto and incorporated herein by reference (herein called the`Property");
WHEREAS,concurrently with the execution of this Agreement,Grantor and Grantee contemplate
entering into a Purchase and Sale Agreement and Escrow Instructions related to the Property (the
"Purchase Agreement");
WHEREAS, Grantee has requested the right of entry upon and access to the Property for the
purpose of preparing a survey, undertaking tests, inspections and other due diligence activities
(herein called the "Due Diligence Activities") in connection with the proposed acquisition by
Grantee of the Property;
WHEREAS, Grantor has agreed to grant to Grantee, and Grantee has agreed to accept from
Grantor, a non-exclusive, revocable license to enter upon the Property to perform the Due
Diligence Activities in accordance with the terms and provisions of this Agreement;
WHEREAS, Grantor and Grantee desire to execute and enter into this Agreement for the purpose
of setting forth their agreement with respect to the Due Diligence Activities and Grantee's entry
upon the Property.
NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants
and agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,Grantor and Grantee do hereby covenant and agree
as follows:
1. Access by Grantee.
(a) Subject to Grantee's compliance with the terms and provisions of this Agreement, until the
earlier to occur of(i)the Close of Escrow;or(ii)the earlier termination of this Agreement,Grantee
and Grantee's agents, employees, contractors, representatives and other designees (herein
collectively called "Grantee's Designees") shall have the right to enter upon the Property for the
purpose of conducting the Due Diligence Activities.
(b) Grantee expressly agrees that in the event the Property is altered or disturbed in any manner
in connection with the Due Diligence Activities,Grantee shall return the Property to the condition
existing prior to the Due Diligence Activities to the extent reasonably practicable, and Grantee
shall indemnify, defend and hold Grantor harmless from and against any and all claims,liabilities,
damages, losses, costs and expenses of any kind or nature whatsoever (including, without
1
1125813.1
limitation,attorneys' fees and expenses and court costs)suffered,incurred or sustained by Grantor
as a result of, by reason of, or in connection with any such alterations or disturbance of the
Property.
2. Lien Waivers. Upon receipt of a written request from Grantor,Grantee will use reasonable
efforts to obtain and provide Grantor with lien waivers following completion of the Due Diligence
Activities from each and every contractor, material man, engineer, architect and surveyor who
might have lien rights,in form and substance reasonably satisfactory to Grantor and its counsel,if
any. Grantee shall indemnify Grantor from and against any claims or demands for payment,or any
liens or lien claims made against Grantor or the Property as a result of the Due Diligence Activities.
3. Insurance. Grantee shall, and shall cause all of Grantee's Designees performing the Due
Diligence Activities to, procure or maintain reasonable commercial general liability insurance
issued by an insurer reasonably satisfactory to Grantor covering each of the Due Diligence
Activities.
4. Successors. To the extent any rights or obligations under this Agreement remain in effect,
this Agreement shall be binding upon and enforceable against,and shall inure to the benefit of,the
parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
5. Limitations. Grantor does not hereby convey to Grantee any right, title or interest in or to
the Property,but merely grants the specific rights and privileges hereinabove set forth.
6. Notices. All notices required or permitted hereunder shall be in writing and shall be served
on the parties at the addresses set forth below. Any such notices shall be either (a) sent by
overnight delivery using a nationally recognized overnight courier, in which case notice shall be
deemed delivered one business day after deposit with such courier, (b) sent by facsimile, with
written confirmation by overnight or first class mail, in which case notice shall be deemed
delivered upon receipt of confirmation transmission of such facsimile notice,(3)by electronic mail
in Portable Document Format (PDF) with confirmation of receipt, in which case notice shall be
deemed delivered upon receipt of confirmation of receipt,or(d)sent by personal delivery,in which
case notice shall be deemed delivered upon receipt. Any notice sent by facsimile, electronic mail,
or personal delivery and delivered after 5:00 p.m. Pacific time shall be deemed received on the
next business day.A party's address may be changed by written notice to the other party;provided,
however,that no notice of a change of address shall be effective until actual receipt of such notice.
Grantee: COAST COMMUNITY COLLEGE DISTRICT
Orange Coast College School of Sailing and Seamanship
Arm.: Brad Avery,Director
1801 West Coast Highway
Newport Beach, California 92663
Grantor: ORANGE COUNTY SANITATION DISTRICT
Attn.: James D. Herberg, General Manager
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
2
1125813.1
7. Governing Law. This Agreement shall be construed, enforced and interpreted in
accordance with the laws of the State of California. Venue for the resolution of any disputes or
the enforcement of any rights arising out of or in connection with this agreement shall be in a court
of competent jurisdiction in the County of Orange.
8. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original,and all of such counterparts together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed and
sealed, all the day and year first written above.
GRANTOR:
ORANGE COUNTY SANITATION DISTRICT
By:
James D. Herberg
General Manager
GRANTEE:
COAST COMMUNITY COLLEGE DISTRICT
By:
Director
3
1125813.1
EXHIBIT"I"
CERTAIN DEFINITIONS
Environmental Laws means all federal, state, local, or municipal laws,rules, orders,regulations,
statutes, ordinances, codes, decrees, or requirements of any government authority regulating,
relating to,or imposing liability or standards of conduct concerning any Hazardous Substance (as
later defined),or pertaining to occupational health or industrial hygiene (and only to the extent
that the occupational health or industrial hygiene laws,ordinances, or regulations relate to
Hazardous Substances on,under,or about the Property), occupational or environmental
conditions on, under,or about the Property, as now or may at any later time be in effect,
including without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (CERCLA)[42 USCS§§9601 et seq.]; the Resource Conservation and
Recovery Act of 1976 (RCRA)[42 USCS§§6901 et seq.]; the Clean Water Act,also known as
the Federal Water Pollution Control Act (FWPCA)[33 USCS§§ 1251 et seq.];the Toxic
Substances Control Act(TSCA)[15 USCS§§2601 et seq.]; the Hazardous Materials
Transportation Act(HMTA)[49 USCS§§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide
Act[7 USCS§§136 et seq.];the Superfund Amendments and Reauthorization Act[42 USCS§§
6901 et seq.]; the Clean Air Act[42 USCS§§ 7401 et seq.]; the Safe Drinking Water Act[42
USCS§§300f et seq]; the Solid Waste Disposal Act[42 USCS§§6901 et seq.]; the Surface
Mining Control and Reclamation Act[30 USCS§§1201 et seq.]; the Emergency Planning and
Community Right to Know Act[42 USCS§§11001 et seq.]; the Occupational Safety and Health
Act[29 USCS§§655 and 6571;the California Underground Storage of Hazardous Substances
Act[H&S C§§25280 et seq.]; the California Hazardous Substances Account Act[H&S C§§
25300 et seq];the California Hazardous Waste Control Act[H&S C§§25100 et seq]; the
California Safe Drinking Water and Toxic Enforcement Act[H&S C§§24249.5 et seq.];the
Porter-Cologne Water Quality Act[War C§§ 13000 et seq.]together with any amendments of or
regulations promulgated under the statutes cited above and any other federal, state, or local law,
statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health
or industrial hygiene, and only to the extent that the occupational health or industrial hygiene
laws,ordinances, or regulations relate to Hazardous Substances on, under, or about the Property,
or the regulation or protection of the environment, including ambient air, soil, soil vapor,
groundwater, surface water,or land use.
Hazardous Substances includes without limitation:
(a) Those substances included within the definitions of hazardous substance,hazardous waste,
hazardous material,toxic substance, solid waste, or pollutant or contaminant in CERCLA,
RCRA, TSCA,HMTA,or under any other Environmental Law;
(b)Those substances listed in the United States Department of Transportation(DOT)Table[49
CFR 172.101],or by the Environmental Protection Agency(EPA), or any successor agency, as
hazardous substances[40 CFR Part 3021;
(c) Other substances,materials, and wastes that are or become regulated or classified as
hazardous or toxic under federal, state, or local laws or regulations; and
1088599.4
(d)Any material, waste, or substance that is
(i) a petroleum or refined petroleum product,
(ii) asbestos,
(iii) polychlorinated biphenyl,
(iv) designated as a hazardous substance pursuant to 33 USCS § 1321 or listed
pursuant to 33 USCS § 1317,
(v) a flammable explosive, or
(vi) a radioactive material.
1088599.4
BOARD OF DIRECTORS Meeting Date To Bd.of Dir.
03/23/16
AGENDA REPORT em Number Iem Number
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: PRIMARY INFLUENT CHANNEL REPAIRS AT PLANT 1,
PROJECT NO. FE14-04
GENERAL MANAGER'S RECOMMENDATION
A. Receive and file bid tabulation and recommendation;
B. Award a construction contract to Jamison Engineering Contractors, Inc.for Primary
Influent Channel Repairs at Plant 1, Project No. FE14-04, fora total amount not to
exceed $514,072; and
C. Approve a contingency of$102,800 (20%).
SUMMARY
BACKGROUND
Primary Influent Channels Nos. 1, 2, and 3 connect the grit chambers to the primary
clarifiers for treatment. The northern portion of the channel is supported by a mat
foundation and the southern portion supported by piles which creates the opportunity
for differential settlement. To address potential movement between the two channel
segments, an expansion joint is constructed on the interior side of the channels.
Leaks were observed at the expansion joint in 2005 and 2008 and repairs were made.
In 2014, leakage was observed again from Channel No. 2 and extensive emergency
repairs were made. The repair approach is a major improvement and should prevent
leakage from that one channel until the expansion joint is completely replaced as part
of the Headworks Rehabilitation at Plant No. 1, Project P1-105.
RELEVANT STANDARDS
• 24/7/365 treatment plant reliability
• CA Government Code Section 20783: Award to the "Lowest Responsive and
Responsible Bidder'
Page 1 of 3
PROBLEM
The leakage that happened in Channel No. 2 cost approximately $240,000 to repair
and could happen at any time to the other two channels. In that case, another
expensive and disruptive emergency repair would be needed.
PROPOSED SOLUTION
The project will repair the expansion joints on the two remaining channels using the
same material and methodology demonstrated as being successful during the latest
emergency repair of Channel No. 2. The project will also add vent pipes to reduce the
potential for concrete corrosion due to air pockets.
TIMING CONCERNS
The schedule driver for this project is to repair the expansion joints prior to leaks
developing, which could potentially result in additional costly repairs. Because it is
necessary to remove an entire train of primary clarifiers to perform these repairs, this
work will be performed between April 15 and October 15, 2016 when Plant 1 will not
be subject to peak wet-weather flow conditions.
RAMIFICATIONS OF NOT TAKING ACTION
• Increased repair costs from failed expansion joint
• Potential leakage of primary influent from conduit
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Solicitation for Bids:
Staff recommends a 20% construction contingency based on experience with the
rehabilitation work performed on Channel No. 2 as an emergency contract. The project
takes place in a confined space with difficult and limited access. In addition, the exact
condition of the channels to be serviced is not known and it is assumed that the conditions
will be comparable to Channel No. 2.
The Orange County Sanitation District (Sanitation District) advertised for bids on
December 7, 2015. Five sealed bids were received on February 3, 2016. The bids were
evaluated in accordance with the Sanitation District's policies and procedures.
Page 2 of 3
Staff recommends awarding a construction contract to the lowest responsive bidder,
Jamison Engineering Contractors, Inc. for the Primary Influent Channel Repairs at
Plant 1, Project No. FE14-04.
Summary information on the bid opening Primary Influent Channel Repairs at Plant 1,
Project No. FE14-04, is as follows:
Project Budget $ 987,093
Construction Contract Budget $ 550,000
Engineer's Estimate $ 600,000
Bidder Amount of Bid
Jamison Engineering Contractors, Inc. $ 514,072
ODC Engineering &Technology $ 534,000
Abhe & Svoboda, Inc. $ 541,342
J.R. Filanc Construction $ 583,000
Tharsos, Inc. $ 742,300
CEQA
Notice of Exemption was filed and recorded with the County of Orange on
February 26, 2015.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels in the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Line item: Budget Update FY 2015-16, Section
A-11) and the project budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
• Construction Contract
DC:dm:gc
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PART A
CONTRACT AGREEMENT
C-CA-121914
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 .............................................................5
SECTION -7 EXCUSABLE DELAYS......................................................................6
SECTION -8 EXTRA WORK...................................................................................6
SECTION -9 CHANGES IN PROJECT...................................................................7
SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7
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.......................10
SECTION - 15 SURETY BONDS ............................................................................13
SECTION - 16 INSURANCE....................................................................................14
SECTION - 17 RISK AND INDEMNIFICATION.......................................................23
SECTION - 18 TERMINATION................................................................................23
SECTION - 19 WARRANTY....................................................................................23
SECTION -20 ASSIGNMENT.................................................................................24
SECTION -21 RESOLUTION OF DISPUTES ........................................................24
SECTION -22 SAFETY& HEALTH ........................................................................25
SECTION -23 NOTICES.........................................................................................25
C-CA-121914
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. FE14-04
PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1
THIS AGREEMENT is made and entered into, to be effective, this March 23, 2016, by and
between Jamison Engineering Contractors, Inc., 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.
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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
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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
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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.
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SECTION-3 PROJECT
The Project is described as:
PROJECT NO. FE14-04
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SECTION-4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. FE14-04
PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1
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 183 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 5 calendar days determined by OCSD likely to be inclement weather when
CONTRACTOR will be unable to work.
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
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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.
SECTION—S 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".
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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".
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."
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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 Five Hundred Fourteen Thousand and Seventy-Two
Dollars ($514,072)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.
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
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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
Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions—"Retained Funds; Substitution of
Securities."
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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", "Final Payment" and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General
Conditions.
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.
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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. 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.
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E. Workday:
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 seq.)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.
F. Registration: Record of Wages: Inspection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a).
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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
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 fact 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.
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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
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.
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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: Two Million Dollars ($2,000,000) per occurrence and a general
aggregate limit of Two Million Dollars (2,000,000)for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Two Million Dollars
($2,000,000) per occurrence and a general aggregate limit of Two Million
Dollars (2,000,000)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.
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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
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;
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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.
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
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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,
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.
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6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums
shown in this Section, OCSD requires and shall be entitled to coverage for the higher
limits maintained by the CONTRACTOR.
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
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.
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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.
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
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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
all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced
required documents.
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G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability Form 25
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
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 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
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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".
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
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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.
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.
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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" and Exhibit B OCSD Safety Standards.
SECTION-23 NOTICES
Any notice required or permitted under this Contract may be given by ordinary mail at the
address set forth below. Any party 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
TO CONTRACTOR: Jamison Engineering Contractors, Inc.
2525 S. Yale St.
Santa Ana, CA 92704
Copy to: Kathy Jamison, Secretary
Jamison Engineering Contractors, Inc.
2525 S. Yale St.
Santa Ana, CA 92704
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Jamison Engineering Contractors, Inc.
2525 S. Yale St.
Santa Ana, CA 92704
By
Printed Name
Its
CONTRACTOR's State License No. 760355 (Expiration Date 0 313 1/2 01 7)
OCSD: Orange County Sanitation District
By
Chair, Board of Directors
By
Kelly A. Lore
Clerk of the Board
By
Marc Dubois
Contracts, Purchasing and Materials
Management Division Manager
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EXHIBIT A
SCHEDULE OF PRICES
C-EXA-080414
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-080414
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract 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.
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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.
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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-6 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.
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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 fled 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
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
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acceptance by OCSD, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been fled with the initial or any revised application for
Final Payment, and no Claims remain unsettled within thirty-five (35)
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:
1. The true and correct amount payable for the Work is different from that
previously accepted;
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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.
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ATTACHMENTI
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
Date
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ATTACHMENT
SCHEDULE OF PRICES
See next page for Bid Submittal Forms (Jamison Engineering Contractors, Inc.)
BF-14 Schedule of Prices, Page 1 -2
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Bid Submiltetl By: Jamison Eng. Contractors, Inc.
INone of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For Unit Prices, it is understood that the following quantities are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantifies in the completed Work,whether they be
more or less than those shown. CONTRACTOR's compensation for the Work under the
Contract Documents will be computed based upon the lump sum amount of the Contract at
time of award, plus any additional or deleted costs approved by OCSD via approved Change
Orders, pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line item,
leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized
representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid.
Bidders are reminded of Instruction to Bidders, Discrepancy In Bid Items,which, in summary,
provides that the total price for each item shall be based on the Unit Price listed for each item
multiplied by the quantity; and the correct Total Price for each item shall be totaled to
determine the Total Amount of Bid.
All applicable costs including overhead and profit shall be reflected In the respective unit costs
and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work,
including profit, overhead, etc., unless otherwise specified in the Contract Documents. All
applicable sales taxes, state and/or federal and any other special taxes Patent rights or
royalties shall be included in the prices quoted in this Bid
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL
AMOUNT OF BID"LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW.
Note 1: Base Bid. Includes all costs necessary to fumish all labor, materials,equipment and
services for the construction of the Project per the Contract Documents.
SF-14 SCHEDULE OF PRICES C-BF-021115
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Bid Submitted By: Jamison Eng. Contractors, Inc.
INams of Firm)
EXHIBIT A
SCHEDULE OF PRICES
BASE BID ITEMS(Refer to Note 1 in the Instructions):
ItInn ft. Deacri Ption Me�uaremeM af 6Mntlatl ones
1. Mobilization, initial progress payment for all fees, labor,
materials and equipment required for mobilization,staging 19 I,�a OO
area,and surety bonds, and other activities in conformance Lump Sum $
with the Contract Documents, not to exceed four percent
(4%)of the contract amount,for the lump sum price of...
2. Furnish all labor, materials and equipment necessary for the c 1
completion of the Contract Work, except for the Work Lump Sum $ -lqy �j�
specified in Bid Item 1, in conformance with the Contract >
Documents,for a lump sum price of...
TOTAL AMOUNT OF BID (BASIS OF AWARD) $5 I V fat .00
BF-14 SCHEDULE OF PRICES C-BF-021115
PROJECT NO.FE14-04
PRIMARY INFLUENT CHANNELS REPAIRAT PLANT 1
Page 2 Df 2
ITEM NO. 4
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, March 2, 2016, 5:00 p.m.
A regular meeting of the Operations Committee was called to order by Committee
Vice-Chair Shawver on Wednesday, March 2, 2016 at 5:01 p.m. in the Administration
Building.
Director Wanke led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
David Shawver, Vice-Chair Jim Herberg, General Manager
Lisa Bartlett Bob Ghirelli, Assistant General Manager
Tom Beamish Celia Chandler, Director of Human Resources
Steve Jones Rob Thompson, Director of Engineering
Robert Kiley Ed Torres, Director of Operations and Maintenance
Sandra Massa-Lavitt (Alternate) Lorenzo Tyner, Director of Finance &
Richard Murphy Administrative Services
Steve Nagel Kelly Lore, Clerk of the Board
Fred Smith Cindi Ambrose
Chad Wanke Jennifer Cabral
Mariellen Yarc Jim Colston
John Nielsen, Board Chair Gary Conklin
Greg Seboum, Board Vice-Chair Mark Esquer
Dean Fisher
COMMITTEE MEMBERS ABSENT: Norbert Gaia
John Withers, Chair Alfredo Garcia
Tina Knapp
Kathy Millea
Jeff Mohr
Jim Mullins
Victoria Pilko
Eros Yong
Paula Zeller
OTHERS PRESENT:
Brad Hogin, General Counsel
Michael Beverage, Alternate Director YLWD
Cheryl Brothers, Alternate Director Fountain Valley
Jim Hamlin (Jacobs)
Judith Marquez (Innovare Environmental)
Allan Tanjuaquio (Jacobs)
03/02/2016 Opeations Committee Minutes Page 1 of 5
PUBLIC COMMENTS:
Judith Marquez, Innovare Environmental (on behalf of Surfrider Foundation) spoke
regarding ocean friendly restaurants.
The Clerk of the Board announced late communication regarding Item No. 5 had been
received from Director of Engineering Rob Thompson which was distributed to the
Committee and made available to the public.
REPORT OF COMMITTEE CHAIR:
Committee Vice-Chair Shawver did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager, Jim Herberg did not provide a report.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the
January 6, 2016, Operations Committee Meeting.
AYES: Beamish, Jones, Kiley, Nagel, Massa-Lavitt (Alternate),
Murphy, Seboum, Shawver, Smith, F., Steel, Wanks, and
Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen, and Withers
2. NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT, PROJECT
NO. 2-72 (Rob Thompson)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Construction Services Agreement with Lee & Ro,
Inc., to provide construction support services for Newhope-Placentia Trunk
Sewer Replacement, Project No. 2-72, for a total amount not to exceed
$3,253,946; and
B. Approve a contingency of$325,394 (10%).
03/02/2016 Operations Committee Minutes Page 2 of 5
AYES: Beamish, Jones, Kiley, Nagel, Massa-Lavitt (Alternate),
Murphy, Seboum, Shawver, Smith, F., Steel, Wanks, and
Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen, and Withers
3. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres)
MOVED. SECONDED. and DULY CARRIED TO: Receive and file the Fiscal Year
2015/16 Second Quarter Odor Complaint Summary.
AYES: Beamish, Jones, Kiley, Nagel, Massa-Lavitt (Alternate),
Murphy, Seboum, Shawver, Smith, F., Steel, Wanks, and
Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen, and Withers
NON-CONSENT CALENDAR:
Chair Nielsen arrived at 5:09 p.m.
4. CAPITAL IMPROVEMENT PROGRAM OVERVIEW (Rob Thompson)
Engineering Manager Jeff Mohr provided a PowerPoint presentation and overview
of the Capital Improvement Program. Questions were answered by staff regarding
change orders and project overages.
Mr. Mohr then provided an informational PowerPoint presentation regarding Item
No. 5 including: past augmentation contract services; expenditures; provisions;
and the qualifications of the proposed vendor. He stated that an error to the
commencement date of the contract was listed in the published recommendation.
The correct commencement date should be May 2, 2016.
Questions were answered by Mr. Mohr and Mr. Thompson regarding the selection
process; criteria; and price gauging avoidance. Mr. Thompson clarified the not to
exceed amount. General Counsel Brad Hogin provided information on the legal
bidding procedures per the Government Code.
Director of Engineering, Rob Thompson distributed additional information
regarding the request for proposals which had been provided by the Selection
Committee.
03/02/2016 Operations Committee Minutes Page 3 of 5
5. SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES,
CONTRACT NO. PSA-2015-100 (Rob Thompson)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a Professional Services Agreement with Jacobs Project Management Co.
to provide supplemental engineering and support staff services, Contract
No. PSA-2015-100, commencing Ail 1, 2016 May2, 2016 through June 30, 2020,
with three one-year renewal options,for a total amount not to exceed $41,000,000
over the period of up to seven years.
AYES: Beamish, Jones, Kiley, Nagel, Nielsen, Massa-Lavitt
(Alternate), Murphy, Sebourn, Shawver, Smith, F., Steel,
Wanks, and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Withers
INFORMATION ITEMS:
6. ENVIRONMENTAL SERVICES DEPARTMENT OVERVIEW (Bob Ghirelli)
Assistant General Manager, Bob Ghirelli, provided a PowerPoint presentation and
an overview of the Environmental Services Department.
7. ENERGY EFFICIENCY AUDIT FINDINGS (Ed Torres)
Director of Operations, Ed Torres, introduced Senior Engineer, Gary Conklin who
provided a PowerPoint and report of the energy efficiency audit findings.
DEPARTMENT HEAD REPORTS:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS
IF ANY:
None.
03/02/2016 Operations Committee Minutes Page 4 of 5
ADJOURNMENT
At 6:02 p.m., Committee Vice-Chair Shawver declared the meeting adjourned to the next
scheduled meeting of Wednesday, April 6, 2016 at 5:00 p.m.
Submitted by,
Kelly A. Lore
Clerk of the Board
03/02/2016 Operations Committee Minutes Page 5 of 5
OPERATIONS COMMITTEE NeetlOgDate TOBd 0/1Dir.
03/021 03/23/16
AGENDA REPORT Item Number Item Number
z s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT,
PROJECT NO. 2-72
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Construction Services Agreement with Lee & Ro, Inc., to
provide construction support services for Newhope-Placentia Trunk Sewer
Replacement, Project No. 2-72, for a total amount not to exceed $3,253,946; and
B. Approve a contingency of$325,394 (10%).
SUMMARY
BACKGROUND
The upper reaches of the Newhope-Placentia Trunk and the Rolling Hills Sub-Trunk
carry flow from portions of the Cities of Brea, Fullerton, and Anaheim to Plant No. 1
for reclamation. Because the Newhope-Placentia Trunk has limited capacity,
approximately S mgd is diverted away from the Newhope-Placentia Trunk into the
SARI line at three flow diversion structures and the Yorba Linda Pump Station.
Because the SARI Line includes nonreclaimable wastes, all of its flow is diverted to
Plant No. 2 and not reclaimed.
The Newhope-Placentia Trunk was constructed in 1959, and the Rolling Hills
Subtrunk was constructed in 1966. The Yorba Linda Pump Station was constructed
in 1974.
RELEVANT STANDARDS
• Meet or exceed sanitary sewer overflow regulations.
• Maintain collaborative and cooperative relationships with neighboring agencies.
• Use all practical and effective means for recovering wastewater for reuse.
• CA Government Code 4526: Select the "best qualified firm" and "negotiate fair
and equitable fees'.
Page 1 of 4
PROBLEM
Previous modeling efforts completed under the Sanitation District's 1999 and 2006
Strategic Plan Update, and 2009 Facilities Master Plan identified capacity
deficiencies in the upper reaches of the Newhope-Placentia Trunk and Rolling Hills
Subtrunk. The electrical and mechanical equipment in the Yorba Linda Pump
Station is nearing the end of its useful life and would require extensive rehabilitation
if it were to remain in service.
PROPOSED SOLUTION
The Newhope-Placentia Trunk Sewer Replacement project, Project No. 2-72 will
increase the capacity of the Newhope-Placentia Trunk and Rolling Hills Subtrunk to
satisfy current and future flows, allow abandonment of Yorba Linda Pump Station
and associated force main piping, and add flexibility to the collections system to
divert reclaimable flows to Plant No. 1. This project also provides capacity for future
development, minimizing the risk of sewer spills in the future. A subsequent project
will abandon the Yorba Linda Pump Station and associated force main.
The project has been divided into three packages to facilitate bidding and
construction. Package A, includes the Newhope-Placentia Trunk on Yorba Linda
Boulevard from Campus Drive to State College Boulevard, and on State College
Boulevard from Yorba Linda Boulevard to just south of the 91 Freeway. Package B
will continue south on State College Boulevard from the 91 Freeway to Orangewood
Avenue. Package C will address the Rolling Hills Subtrunk.
This agenda report requests engineering support services needed during
construction to provide continuity through the completion of each of the three
construction packages. The proposed services will be provided on an as-needed
basis and include reviewing submittals, answering Contractor's requests for
information, reviewing contract document modifications, design changes, and
construction change orders, participating in construction workshops and progress
meetings with Cities of Fullerton and Anaheim, Caltrans, Contractor, site visits,
assisting with claims avoidance and dispute resolution, participating in the final
inspection, preparing record drawings, and assisting in closeout of the project.
Specialty services to be provided also include comprehensive public outreach
services; coordination, review of construction submittals, and field
engineering/inspection for all trenchless crossings; support services for review,
response, interpretation, modification and generation of new or modified traffic
control drawings, and advice on project issues related to traffic control conditions;
geotechnical services for review, response, interpretation and advice on project
issues related to geotechnical conditions, geotechnical baseline report, geotechnical
logs, and data reports; and environmental services to provide support for review,
response, interpretation and advice on project issues related to environmental
conditions and the Sanitation District's Program Environmental Impact Report
(PEIR) requirements.
Page 2 of 4
TIMING CONCERNS
Package A was advertised for construction in December 2015, bids were opened on
January 21, 2016, and the construction contract awarded on February24, 2016.
Engineering support services will be needed with the start of construction of
Package A.
RAMIFICATIONS OF NOT TAKING ACTION
Engineering support services needed to facilitate and review construction activities
will not be available.
PRIOR COMMITTEE/BOARD ACTIONS
October, 2014 - Approved a Professional Design Services Agreement with Lee & Ro,
Inc. to provide engineering design services for Newhope-Placentia Trunk Replacement,
Project No. 2-72, for an amount not to exceed $8,468,232 and approved a contingency
of$846,823 (10%).
February, 2016 - Awarded a Construction Contract to Trautwein Construction Inc. for
Newhope-Placentia Trunk Sewer Replacement (Fullerton/Anaheim Segment "A"),
Contract No. 2-72A, for a total amount not to exceed $21,134,650.
ADDITIONAL INFORMATION
Lee & Ro, Inc., has successfully furnished engineering services for the design of
Project No. 2-72 and their engineering support services during construction will provide
continuity through the completion of the project.
Staff negotiated with Lee & Ro, Inc. for these support services in accordance with the
Sanitation District's adopted policies and procedures. A review of the proposed price
was conducted using estimated quantities of Requests for Information, submittals,
meetings, site visits, change order review, and design revisions, as well as the level of
effort for preparing record drawings. Based on this review, staff determined the
negotiated fee to be fair and reasonable for these services. Staff recommends
awarding a Professional Consultant Services Agreement with Lee & Ro, Inc. for an
amount not to exceed $3,253,946, and approve a contingency of$325,394 (100/%).
CEQA
The Sanitation District, as lead agency, prepared a Program Environment Impact
Report (PEIR) entitled 1999 OCSD Strategic Plan. The Board certified the PEIR
on October 27, 1999. The Sanitation District Tiled a Notice of Determination on
October 29, 1999. The Board filed an Addendum to the 1999 OCSD Strategic Plan
Program Environmental Impact Report for additional project analysis for the Newhope-
Placentia Trunk Sewer Replacement (Fullerton/Anaheim Segment "A")
on February 24, 2016.
Page 3 of 4
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Line item: Budget Update FY2015-16
Section 8, Page 23).
Date of Aooroval Contract Amount Contingency
03/23/16 $3,253,946 10
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
Professional Consultant Services Agreement
RC:dm:gc
Page 4 of 4
PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 23'd day of March, 2016
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and LEE & RO, INC., 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 Newhope-Placentia Trunk Sewer Replacement,
Project No. 2.72; 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 SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 Section 4.03(B)for
the continuation of services and has proceeded in accordance with said procedures to perform
this work; and,
WHEREAS, at its regular meeting on March 23, 2016 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to 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 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.
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 1 of 18
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 thirty (30)calendar
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 parry
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.
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 Three Million Two
Hundred Fifty-Three Thousand and Nine Hundred Forty-Six Dollars
($3,253,946). 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 in Attachment"E" - Fee Proposal.
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
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 2 of 18
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. Overhead
As a portion of the total compensation to be paid to CONSULTANT, the
SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants
for overhead at the rate equal to the percentage of burdened labor as specified in
Attachment"E"- Fee Proposal.
D. Profit
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.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this project according to
Attachment"E"- Fee Proposal.
E. Subconsultants
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 the Subconsultant amount
specified in Attachment"E"- Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Suboonsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of
Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs
of Subconsultant fees and charges in an amount not to exceed the sum set forth
in Attachment"E"- Fee Proposal.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. 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
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 3 of 18
DISTRICT receipts and other documentary records to support CONSULTANT's
request for reimbursement of these amounts, see Attachment"D"—Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of
the above mentioned expenses will be based on an "accountable plan" as
considered by Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
DISTRICT can be found on the U.S. General Service Administration website at
http://www.gsa.gov/portal/category/l 04711#.
The CONSULTANT shall be responsible for the most economical and practical
means of management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem" as deemed the most
practical.
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT
any excess reimbursements after the reimbursement has been paid by the
SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in
advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT general geographical area which includes Orange, Los Angeles,
Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties.
Automobile mileage is reimbursable if CONSULTANT is required to utilize
personal vehicle for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals.
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 4 of 18
Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment"D"-Allowable Direct Costs of this Agreement.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT
shall notify the SANITATION DISTRICT immediately, and in writing. This written
notice shall indicate the additional amount necessary to complete the services.
Any cost incurred in excess of the approved not-to-exceed amount, without the
express written consent of the SANITATION DISTRICT's authorized
representative shall be at CONSULTANT's own risk. This written notice shall be
provided separately from, and in addition to any notification requirements
contained in the CONSULTANT's invoice and monthly progress report. Failure to
notify the SANITATION DISTRICT that the services cannot be completed within
the authorized not-to-exceed amount is a material breach of this Agreement.
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. PAYMENT
A. 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 this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these
costs and understand that submitted costs are subject to Section 11 -AUDIT
PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment
for those items included in Section 2- COMPENSATION 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:
PCSA PROJECT NO. 2-72
Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT
Page 5 of 18
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.
C. CONSULTANT may submit periodic payment requests for each 30-day period of
this Agreement for the profit as set forth in Section 2 -COMPENSATION 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.
D. 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.
E. 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.
F. 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 ten thousand dollars ($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
PCSA PROJECT NO. 2-72
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claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
S. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION
AND RECORD OF WAGES
A. To the extent CONSULTANT's employees and/or Subconsultants who will
perform Work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
CONSULTANT and Subconsultants shall comply with the registration
requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the Work is subject to compliance monitoring and enforcement by the
DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a) (3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants
shall furnish a copy of all certified payroll records to SANITATION DISTRICT
and/or general public upon request, provided the public request is made through
SANITATION DISTRICT, the Division of Apprenticeship Standards or the
Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8,
California Code of Regulation Section 16461(e).
6. DOCUMENT OWNERSHIP —SUBSEQUENT CHANGES TO PLANS AND
SPECIFICATIONS
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.
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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.
7. 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
CONSULTANT to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (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 Liability
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:
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) and Riggers/On Hook Liability 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
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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, 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. If an exposure to
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
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 Ten Million Dollars ($10,000,000)
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,
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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 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 (5/2010)or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 1001 and CG 2037 1001
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 (5/2010)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
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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 Risk Management,
Div. 260, 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.
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O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
8. SCOPE CHANGES
In the event of a change in the Scope of Work, requested by 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.
9. 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.
10. 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.
11. 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
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
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
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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.
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.
12. 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.
13. 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.
Notices 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
Copy: Adam A. Nazaroff, Project Manager
Notices shall be mailed to CONSULTANT at:
LEE & RO, INC.
1199 S. Fullerton Road
City of Industry, CA 91748
Attention: Sal Calderon, P.E.
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT's staff must be approved in
writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
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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 and/or
CONSULTANT in accordance with Section 13- NOTICES.
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. 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 agreements 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 in equity 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 it may be entitled.
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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 (al
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 consultants fees and costs and the SANITATION DISTRICT's
general and administrative expenses (individually, a "Claim", or 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, consultants, 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 from:
(A)the sole or 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.
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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.
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. CONSULTANT PERFORMANCE
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.
25. CLOSEOUT
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.
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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.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
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 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.
26. 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.
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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.
CONSULTANT: LEE & RO, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Kelly Lore
Clerk of the Board Date
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
Attachments: Attachment"A"—Scope of Work
Attachment"B"—Labor Hour&Cost Matrix
Attachment"C"— Not Used
Attachment"D"—Allowable Direct Costs
Attachment"E"—Fee Proposal
Attachment"F"— Not Used
Attachment"G"— Not Attached
GVP:yp
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OPERATIONS COMMITTEE Melting D310 TOBE.Of Dir.
03/02/16 03/23/16
AGENDA REPORT Item Item Number
fi fi
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Direction of Engineering
SUBJECT: SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES,
CONTRACT NO. PSA-2015-100
GENERAL MANAGER'S RECOMMENDATION
Approve a Professional Services Agreement with Jacobs Project Management Co. to
provide supplemental engineering and support staff services, Contract
No. PSA-2015-100, commencing May 1, 2016 through June 30, 2020, with three
one-year renewal options, for a total amount not to exceed $41,000,000 over the period
of up to seven years.
SUMMARY
BACKGROUND
The Orange County Sanitation District (Sanitation District) anticipates a capital
improvement program (CIP)of approximately$1.6 billion from July 2016 through June
2023. This value will be more precisely estimated in the proposed budget for Fiscal
Years 2016-2017 and 2017-2018 to be presented to the Board in June 2016.
Planning, executing, managing, and monitoring this work will require the equivalent of
128 full-time staff members, primarily in the Engineering Department. Some of the
roles that staff provide on these projects include project managers, project engineers,
resident engineers, inspectors, and various administrative and engineering support
positions. There are 97 currently authorized staff positions working on the capital
improvement program.
To ensure that capital projects are successfully completed on time and within budget,
the Sanitation District has in the past augmented staff using supplemental engineering
and support staff professional services agreements. The benefits provided from this
staff augmentation approach, as opposed to hiring full-time staff or limited-term
employees, include rapid mobilization of highly skilled/technical staff, flexibility to
change the mix of staff positions on an immediate and as-needed basis, the ability to
reduce staff as workloads decrease, access to technical experts to support special
tasks, and access to staff with wastewater project experience.
The current staff augmentation agreement with Jacobs expires on June 30, 2016 after
five years.
Page 1 of 4
RELEVANT STANDARDS
1, 5, 20 year planning horizons.
• Highly qualified, well trained, motivated, and diverse workforce.
PROBLEM
Average staffing levels required to deliver the anticipated capital improvement
program over the next eight fiscal years exceed current staffing levels by an equivalent
of 31 full-time positions. If this gap in staffing levels were not addressed, the capital
improvement projects to maintain regulatory compliance, levels of services, and
integrity of facilities would be delayed, or the cost effectiveness and quality of the
projects degrade.
PROPOSED SOLUTION
Staff requested proposals from qualified engineering and construction management
firms and selected the most qualified firm. Staff then negotiated a professional
services agreement for supplement engineering and support staff services with
Jacobs to augment Sanitation District staff, primarily for capital improvement projects.
The agreement will extend through June 30, 2020, with three one-year renewal
options.
Each person assigned to work on Sanitation District projects will be approved by
Sanitation District management with respect to education, experience, and salary.
Adjustments to the fee structure will be made annually based on the changes in the
Employment Cost Index for the Los Angeles Metropolitan Area published by the U.S.
Department of Labor, but capped at no more than 3% per year.
TIMING CONCERNS
The supplement staffing services will enable the Sanitation District to control the
proposed Capital Improvement Program over the next seven years.
RAMIFICATIONS OF NOT TAKING ACTION
Without the supplement staffing services, projects will have to be delayed, and certain
specialty services will need to be separately procured as needed, resulting in delays
and additional administrative costs.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
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ADDITIONAL INFORMATION
Request for Proposal:
A Request for Proposal for supplemental engineering and support staff services was
advertised on September 3, 2015. Proposals were received on October 22, 2015 from
Arcadis U.S., Inc.; Butier Engineering, Inc.; Capo Projects Group; and Jacobs. A Staff
Evaluation Committee consisting of five representatives from the Engineering
Department reviewed and ranked each of the proposals in accordance with the evaluation
process set forth in the Orange County Sanitation District (Sanitation District) Board of
Directors' Ordinance No. OCSD-47. A representative from the Contracts Administration
Division participated in the evaluation process as a non-voting member. The proposals
were evaluated according to understanding and approach; related experience; and team
and staff qualifications.
After reviewing and scoring the proposals, the Evaluation Committee interviewed the
three top-ranked firms to meet the proposed key team and further evaluate the firms'
qualifications. Based on their review of the proposals and the interviews, the Evaluation
Committee unanimously ranked Jacobs as the most qualified firm as shown in Table 1.
TABLE 1
CONSULTANT EVALUATION*
Consultant Evaluator Arcadis, ButlerU.S., Inc. Engineering, Jacobs
Inc.
Reviewer A 2 3 1
Reviewer B 2 3 1
Reviewer C 2 3 1
Reviewer D 2 3 1
Reviewer E 2 3 1
Overall Ranking 2 3 1
*Based on scores after interview
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals. In accordance with Sanitation
District Ordinance No. OCSD-47, the fee proposal of only the highest ranked firm was
opened after approval by the Director of Engineering of the Evaluation Committee's
recommendation. Staff conducted negotiations with Jacobs clarifying scope of work,
assumptions, contract multipliers, and payment terms.
Staff has reviewed the proposed positions, rates, and terms and believe that the proposed
fee is fair and reasonable. Contract profit is 5%, which is based on the Sanitation District's
standard design agreements.
Page 3 of 4
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The budgeted cost for the proposed staffing contract is contained within the
approved CIP project budgets and no additional funding is necessary.
Date of Approval Contract Amount Continaencv
03/23/16 $41,000,000 N/A
ATTACHMENT
The following attechment(s) maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the
complete agenda package:
• Professional Services Agreement
• PowerPoint Presentation provided to Operations Committee March 2, 2016
• Additional information provided to Operations Committee March 2, 2016
JM:dm:gc
Page 4 of 4
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 20d day of May, 2016,
by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and JACOBS PROJECT MANAGEMENT COMPANY, 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
Supplemental Engineering and Support Staff Services, Contract No. PSA-2015-100 to
provide qualified staff as described in Attachment"A", Scope of Work; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection
with these requirements and has agreed to provide the requisite personnel and experience, and
is capable of performing such 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
CONSULTANT to perform this work; and,
WHEREAS, at its regular meeting on March 23, 2016 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this
AGREEMENT between the SANITATION DISTRICT and CONSULTANT pursuant to Ordinance
No. OCSD-47.
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 qualified staff to accomplish the Scope of
Work attached hereto as Attachment"A". Attachment "A" is hereby incorporated into
this AGREEMENT. In the event of a conflict between the Scope of Work and this
AGREEMENT, the terms of this AGREEMENT shall prevail.
2. COMPENSATION
A. Time and Material: Not to Exceed Aggregate Amount
The SANITATION DISTRICT shall compensate CONSULTANT for services
performed under this AGREEMENT on a time and materials basis, not to exceed
a maximum aggregate amount of Forty-One Million Dollars ($41,000,000) ("Total
Compensation") during the term of the AGREEMENT.
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B. Hourly Rates
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, overhead, and profit) actually paid by
CONSULTANT charged on an hourly-rate basis and paid to the personnel of
CONSULTANT per Attachment"E". Attachment "E" is hereby incorporated by
reference. 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 AGREEMENT.
C. Overhead Rates
i. "Field Staff' are defined as project-assigned staff by CONSULTANT, working
at SANITATION DISTRICT's facilities for a project-assigned period
exceeding ninety (90) continuous calendar days. The overhead rates for
Field Office Staff are included in Attachment"E".
ii. "Home Office Staff" are defined as staff assigned by CONSULTANT,
supporting the project-assigned work, either by working at CONSULTANT's
or Subconsultant's offices or at SANITATION DISTRICT's site for periods
less than ninety (90) continuous calendar days. The overhead rates for
Home Office Staff are included in Attachment "E".
D. Profit
Profit for CONSULTANT and Subconsultants shall be five percent(5%).
Addenda shall be governed by the same maximum Profit percentage.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, the SANITATION DISTRICT shall pay profit for all services
rendered by CONSULTANT and Subconsultants for this AGREEMENT.
E. Subconsultants
For all Subconsultants, CONSULTANT may pay to Subconsultants total
compensation on an hourly-rate basis per Attachment"E"—Fee Proposal Form
and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to
CONSULTANT the actual costs of Subconsultants, without markup.
F. Escalation
For purposes of calculating hourly rates, salaries of CONSULTANT employees
and any Suboonsultant employees performing services under this AGREEMENT
shall be adjusted annually based on the Employment Cost Index (ECI)of Los
Angeles-Long Beach-Riverside, California as of July 1 of each year. This rate is
from the United States Department of Labor Bureau of Labor Statistics. The
annual salary figures used in calculating hourly rates shall not otherwise be
adjusted, regardless of whether any CONSULTANT employees may have
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received a salary increase form CONSULTANT that exceeds the increase in ECI
without prior written authorization from the SANITATION DISTRICT on a case-
by-case basis. The annual adjustments shall not exceed three percent (3%). The
first hourly rate escalation will occur July 1, 2017.
G. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment "D" -Allowable Direct Costs to this AGREEMENT. The
reimbursement of the above mentioned expenses will be based on an
"accountable plan' as considered by Internal Revenue Service (IRS). The plan
includes a combination of reimbursements based upon receipts and a "per diem'
component approved by IRS. The most recent schedule of the per diem rates
utilized by the SANITATION DISTRICT can be found on the United States
General Service Administration website at
http://www.gsa.gov/portal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical
means or management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
reimbursements based upon receipts and/or"per diem' as deemed the most
practical.
CONSULTANT shall be responsible for returning to the SANITATION DISTRICT
any excess reimbursements after the reimbursement has been paid by the
SANITATION DISTRICT.
Travel and travel arrangements—Any travel involving airfare, overnight stays or
multiple day attendance must be approved by the SANITATION DISTRICT in
advance.
Local Travel is considered travel by the CONSULTANT within the SANITATION
DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San
Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile
mileage is reimbursable if CONSULTANT is required to utilize personal vehicles
for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per Diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals.
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Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment "D" -Allowable Direct Costs to this AGREEMENT.
The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT.
The SANITATION DISTRICT will not pay per diem for Field Office Staff nor will it
pay for any relocation of staff to be assigned under this AGREEMENT.
H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in any of CONSULTANT's Task Authorizations will exceed seventy-
five percent (75%) of the not to exceed amount of the Task Authorization,
CONSULTANT shall notify the SANITATION DISTRICT immediately, and in
writing. This written notice shall indicate the additional amount necessary to
complete the services. Any cost incurred in excess of the approved not to exceed
amount, without the express written consent of the SANITATION DISTRICT's
authorized representative shall be at CONSULTANT's own risk. This written
notice shall be provided separately from, and in addition to any notification
requirements contained in the CONSULTANT's invoice and monthly progress
report. Failure to notify the SANITATION DISTRICT that the services cannot be
completed within the authorized not to exceed amount is a material breach of this
AGREEMENT.
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. KEY POSITIONS
CONSULTANT shall not remove or replace any key CONSULTANT employees
performing services under this AGREEMENT. Positions considered to be Key Positions
are Point of Contact, and any field office staff working under the AGREEMENT. Should a
CONSULTANT employee within one of these categories become no longer available to
the SANITATION DISTRICT, CONSULTANT shall submit the resume and qualifications
of the proposed replacement to the SANITATION DISTRICT for approval as soon as
possible, but in no event later than seven (7) calendar days prior to the departure of the
incumbent Key Position unless CONSULTANT is not provided with such notice by the
departing staff. SANITATION DISTRICT shall respond to CONSULTANT within seven
(7) calendar days following receipt of these qualifications concerning acceptance of the
candidate for replacement.
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5. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any work for that
invoicing period, in a format acceptable to the SANITATION DISTRICT.
CONSULTANT shall warrant and certify the accuracy of these costs and provide
all supporting documentation required by the SANITATION DISTRICT.
CONSULTANT understands that submitted costs are subject to Section 16 Audit
Provisions herein.
B. Upon receipt of a properly prepared invoivice, as described above, payment shall
be made by the SANITATION DISTRICT to CONSULTANT within sixty(60)
calendar days.
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 Ad(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(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. TERM
This AGREEMENT shall commence upon the effective date first written above, and shall
continue in full force and effect through June 30, 2020, ('Initial Term') unless earlier
terminated or extended as provided in the AGREEMENT. SANITATION DISTRICT, at its
sole discretion, may elect to extend the term of this AGREEMENT up to an additional
twelve (12) months, commencing July 1, 2020, and continuing through June 30, 2021,
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("Option Tenn 1"), and thereupon require CONSULTANT to continue to provide services,
and otherwise perform, in accordance with Attachment"A", entitled "Scope of Work".
SANITATION DISTRICT, at its sole discretion, may elect to extend the term of this
AGREEMENT up to an additional twelve (12) months, commencing July 1, 2021, and
continuing through June 30, 2022, ("Option Term 2"), and thereupon require
CONSULTANT to continue to provide services, and otherwise perform, in accordance
with Attachment"A", entitled "Scope of Work",
SANITATION DISTRICT, at its sole discretion, may elect to extend the term of this
AGREEMENT up to an additional twelve (12) months, commencing July 1, 2022, and
continuing through June 30, 2023, ("Option Term 3"), and thereupon require
CONSULTANT to continue to provide services, and otherwise perform, in accordance
with Attachment"A", entitled "Scope of Work".
The SANITATION DISTRICT's election to extend the AGREEMENT beyond the Initial
Term shall not diminish its right to terminate the AGREEMENT for SANITATION
DISTRICT's convenience or CONSULTANT's default as provided elsewhere in this
AGREEMENT. The "maximum term" of this AGREEMENT shall be from the effective
date first written above through June 30, 2023, which period encompasses the Initial
Term and three (3) Option Terms.
7. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during the
AGREEMENT, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
8. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION
AND RECORD OF WAGES
A. To the extent CONSULTANT's employees and/or Subconsultants who will
perform work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 at seq,
CONSULTANT and Subconsultants shall comply with the registration
requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the
DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants
shall furnish a copy of all certified payroll records to SANITATION DISTRICT
and/or general public upon request, provided the public request is made through
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SANITATION DISTRICT, the Division of Apprenticeship Standards or the
Division of Labor Standards Enforcement of the Department of Industrial
Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8,
California Code of Regulations Section 16461(e).
9. COMPLIANCE WITH LAWS; EQUAL OPPORTUNITY
CONSULTANT certifies by the execution of the AGREEMENT that it pays staff 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 compliant
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 principal of equal opportunity in employment
10. CONFLICT OF INTEREST CODE
The SANITATION DISTRICT may designate some or all of the individuals performing
services under the AGREEMENT as "designated employees" subject to the
SANITATION DISTRICT's Conflict of Interest Code. Designated employees must comply
with certain requirements under the Political Reform Act. Designated employees must
file an annual report identifying some or all of their financial interests such as sources of
income, sources of gifts received from special sources of income and sources of gifts.
Currently the limit is $420 per year from any one source. CONSULTANT and all its
employees, staff, or personnel designed by the SANITATON DISTRICT as a designated
employee shall comply with the Political Reform Act and related reporting requirements
and gift limitation.
11. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. Ownership of Documents for the Professional 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 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. The SANITATION DISTRICT acknowledges that
documents prepared through Professional Services must be revised and sealed
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by a professional engineer prior to their reuse on another project. The
SANTIATION DISTRICT acknowledges that it assumes all risk associated with
reuse of such documents, which are not undertaken by CONSULTANT.
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.
12. 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 twenty (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 Liability
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 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.
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C. Umbrella Excess Liability
The 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 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 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. Workers 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. If an exposure to
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
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 Seven Million Dollars
($7,000,000)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
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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 SANITATION DISTRICT reserves the
right to review at CONSULTANT's corporate office 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 (5/2010)or equivalent.
• Additional Insurance (ISO Forth) 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.
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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 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 Risk Management Division, 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
General Liability and Auto 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
General Liability and Auto 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.
PSA CONTRACT NO. PSA-2015-100
01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 11 of 19
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.
O. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
13. CHANGES
In the event of a change in the Scope of Work or a change in Key Personnel, or change
in hourly rates, 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. CONSULTANT's compensation for additional services
authorized and performed in accordance with this AGREEMENT shall be agreed to by
the SANITATION DISTRICT and CONSULTANT in writing prior to the time that the
additional services are authorized. An Amendment shall be executed to document the
change.
14. PROJECT TEAM AND SUBCONSULTANTS
Neither this AGREEMENT nor any interest herein nor claim hereunder may be assigned
by CONSULTANT either voluntarily or by operation of law, nor may all or any part of the
AGREEMENT be subcontracted by CONSULTANT, without the prior written consent of
the SANITATION DISTRICT. Consent by SANITATION DISTRICT shall not be deemed
to relieve CONSULTANT of its obligation to comply fully with all terms and conditions of
this AGREEMENT.
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 under this
AGREEMENT. CONSULTANT shall include a description of the work and services to be
done by each Subconsultant and each of CONSULTANT's team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT
and each Subconsultant, broken down as indicated in Section 2- Compensation.
There shall be no substitution of the listed Subconsultants and CONSULTANT's team
members without prior written approval by the SANITATION DISTRICT.
PSA CONTRACT NO. PSA-2015-100
01/27/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 12 of 19
15. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised of registered
engineers and a staff of specialists and draftsmen in each department. The
CONSULTANT 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 licensed in the State of California.
16. 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
subcontracts, and shall ensure that these rights are binding upon all
Subconsultants.
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
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 fifteen (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
accounting records and documents, and any other financial data related to this
AGREEMENT.
17. 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
PSA CONTRACT NO. PSA-2015-100
01/27/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 13 of 19
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.
18. 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 United States 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: Larry Roberson, Senior Contracts Administrator
Copy: Jeffrey Mohr, Engineering Manager
JACOBS PROJECT MANAGEMENT COMPANY
3161 Michelson Drive, Suite 500
Irvine, CA 92612
Attention: Allan Tanjuaquio, Principal-in-Charge
Copy: Peter M. Magallones, Vice President
All communication regarding the Scope of Work, will be addressed to the Engineering
Manager. Direction from other SANITATION DISTRICT staff must be approved in writing
by the SANITATION DISTRICT's Engineering Manager prior to any action by the
CONSULTANT.
19. 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 Section 18 - Notices.
20. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this AGREEMENT 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.
PSA CONTRACT NO. PSA-2015-100
01/27/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 14 of 19
21. 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.
22. 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.
23. 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.
24. ATTORNEYS FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity 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 it may be entitled.
25. 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, suppliers, 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:
PSA CONTRACT NO. PSA-2015-100
01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 15 of 19
(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, supplier,
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.
CONSULTANT is indemnified in the SANITATION DISTRICT's construction contracts as
specified in the General Conditions.
26. 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 SANITATION 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.
PSA CONTRACT NO. PSA-2015-100
01/27/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 16 of 19
27. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, as applicable, all of which may be
amended from time to time.
28. CLOSEOUT
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 closedout.
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.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the AGREEMENT. Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
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 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.
29. PROHIBITION
CONSULTANT is advised that it and each and every one of its Subconsultants are
precluded from proposing on any engineering, technical services, construction or any
other work that will be advertised by the SANITATION DISTRICT during the term of this
AGREEMENT.
PSA CONTRACT NO. PSA-2015-100
01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 17 of 19
Per SANITATION DISTRICT's Policy Number 1.4, Recruitment and Selection, no former
SANITATION DISTRICT employee shall bill any hours or perform any work at the
SANITATION DISTRICT within one (1)year of leaving the SANITATION DISTRICT.
30. 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 CONTRACT NO. PSA-2015-100
01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 18 of 19
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.
JACOBS PROJECT MANAGEMENT COMPANY
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Clerk of the Board Date
By
Contracts/Purchasing Manager Date
Attachments: Attachment"A" Scope of Work
Attachment"B" Not Used
Attachment"C" Not Attached
Attachment"D" Allowable Direct Costs
Attachment"E" Fee Proposal
Attachment"E-1" Maximum Hourly Rates
Attachment"F" Not Attached
Attachment"G" Not Used
Attachment"H" Not Attached
Attachment"I" Not Attached
Attachment"J" Not Used
Attachment"K" OCSD Safety Standards
LDR
PSA CONTRACT NO. PSA-2015.100
01/ 7115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES
Page 19 of 19
Supplemental Engineering and
Support Staff Services
Contract No. PSA-2015-100
Jeff Mohr
March 2016
Mw
Orange County Sanitation District
OCSD Has Used Staff Augmentation
Contracts Effectively in the Past
• Integrated Program Management Consultants (IPMC)
— Included staff augmentation and program services
— FY 2002/03 thru FY 2011/12
— $118 million total expenditures
— Max staffing level — 59 positions
• PSA-2011-510 Contract (Jacobs)
— Staff augmentation only
— FY 2012/13 to FY 2015/16
— $11.7 million contract amount
— Max staffing level — 18 positions
Past Staff Augmentation Expenditures
18
16 ■ IPMC
■ Jacobs
14
12
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10
c 8
C
6
4
2
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Fiscal Year
Staffing Contracts Provide
Critical Flexibility
• Short and mid-term staffing changes can be made
without adding permanent OCSD staff
• Positions can be staffed much more quickly
• Specialty services available as needed
• Tasks assignments can be quickly authorized and
teams assembled
Projection of CIP Expenditures
$300
■ Actual Expenditures Forecasted Expenditures
$250
$200
c
0
$150
$100
$50 In progress—subject to change
ear
OCSD staffing level is inadequate for
program requirements
180
160
N 140
LU
LL 120 Staff Augmentation
Capacity — 17 FTEs- 95
100
OCSD CIP Staff 95 Authorized Positions
'— 80 (including 8 positions currently vacant)
W 60
E 40
i=
20
LL
0
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fiscal Year
Jacobs Most Qualified Team
(Jacobs with Parsons, Water SCADA)
• Selection was based on using a single team to avoid costs &
delays associated with bidding assignments
• Four proposals received, three invited to interview
• Jacobs unanimously selected as most qualified
• Current Jacobs performance has been high and efficient
• Contract rates and profits found to be reasonable
• Jacobs team with subconsultants can meet all staffing
requirements
Recommendations :
• Approve a Professional Services Agreement with Jacobs
Project Management Co. to provide supplemental engineering
and support staff services, Contract No. PSA-2015-100
• Commencing July 1, 2016 May 1, 2016 through June 30, 2020
(four years) with three one-year renewal options
• For a total amount not to exceed $41,000,000 over the period
of up to seven years.
Questions ?
Orange County Sanitation District We're here for you.
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ORANGE COUNTY SANITATION DISTRICT
Memorandum
DATE: November 23, 2015
TO: Robert C. Thompson, P.E.
Director of Engineering
FROM: Selection Committee
SUBJECT: Request for Proposals-Selection Summary
Re: Contract No. PSA-2015-100, Supplemental Engineering and Support Staff
Services
BACKGROUND
The Orange County Sanitation District (Sanitation District) invited Proposals for Contract No.
PSA-2015-100, Supplemental Engineering and Support Staff Services, The Scope of Work
(SOW) requires the successful Proposer to provide qualified personnel to support various
functions of the Sanitation Distdct, including project management, inspection, project controls,
contract administration, scheduling, and other functions as described in the SOW. The Request
for Proposals advised potential Proposers that if successful, the firm and Its subconsultents will
be precluded from proposing on any engineering, or construction-related projects advertised by
the Sanitation District during the term of this Professional Services Agreement.
PROCUREMENT AND SELECTION COMMITTEE
On September 3, 2015, the Sanitation District issued a Request for Proposals (RFP)to procure
the services described in the SOW. The RFP was advertised in the Orange County Register
and notification of the RFP was sent via electronic mail to multiple professional firms registered
in the Sanitation District's vendor database and,therefore, adequate competition was expected.
A non-mandatory pre-proposal meeting was conducted on September 16, 2016 at the
Sanitation District to discuss the proposal requirements, scope of work, schedule, and
evaluation process with potential Proposers. One (1) addendum was Issued to add a
PLC/SCADA Programmer to the SOW.
Prior to receipt of Proposals, a Selection Committee was formed consisting of Sanitation District
staff.The Selection Committee was chaired by a Senior Contracts Administrator as a non-voting
member.
Jeffrey Mohr Engineering Manager(Project Management Office)
Dean Fisher Engineering Manager(Engineering and Construction)
Michael Dorman Engineering Supervisor(Engineering and Construction)
William Gilbert Inspection Supervisor(Engineering and Construction)
Martin Dix Engineering Supervisor(Engineering and Construction)
Larry Roberson Senior Contracts Administrator(Contracts Administration)
namsion nwu
Page 2 of 3
November 23, 2015
EVALUATION RESULTS
On October 22, 2015, four (4) Proposals were received as follows:
Arcadis U.S., Inc.
Butier Engineering, Inc.
Capo Projects Group
Jacobs
On November 5, 2015, the Selection Committee convened to score the Proposals based on the
Evaluation Criteria set forth in the RFP:
25% Understanding and Approach
40% Related Experience
35% Team and Staff Qualifications
The summary of the Proposal scores is set forth below:
Proposer Total Score
Arcadia U.S., Inc. 33.1
Butier Engineering, Inc. 30.2
Capo Projects Group 7.6
Jacobs 42A
Based on the Selection Committee's review, the three (3) highest scoring firms were invited for
interviews.
The interviews were conducted on November 18, 2015. Following the interviews, the Selection
Committee established that the highest ranked proposer was the finalist with the highest score
based on both the written Proposal and the oral interview. The summary of the final scores is
set forth below:
Proposer Total Score Rank
Arcadia U.S., Inc. 34.2 2
Butier Engineering, Inc. 23.8 3
Jacobs 43.3 1
RECOMMENDATION
The Selection Committee recommends to proceed with the negotiations with the number one(1)
ranked firm, Jacobs, for the above referenced Professional Services Agreement.
Revision 111414
Page 3 of 3
November 23, 2015
SELECTION COMMITTEE REPRESENTATIVES
Signature: irz:; Date: ///
obereon �
Senior Contracts Administrator,Selection Committee Chairperson
Signature: 2a �/ram'+el Date:
Jeffrey Mohr
Engineering Manager,Selection Committee Member
/
Signature: 4'l Date:
Dean Fisher
Engineering t$nager,Selection Committee Member
DIRECTOR OF ENGINEERING AUTHORIZATION TO NEGOTIATE /
Signature: Date:
Robert C.Thqnfipson
Director of Engineering
LDR:JM
cc: J. Mohr
D. Fisher
M. Dorman
W.Gilbert
M. Dix
Attachments: Proposal Evaluation Scores
Post Interview Scores
aeviabn 111414
Contract No.PSA-2015-100,Supplemental Engirunsin9 and Support Staff Services;
PROPOSAL EVALUATION SCORES
Ancedle U.S.,Inc. Butisr Engineering,Inc. Caps,Projesta Group Jacobs
Evaluator 6.7 5.0 2.0 8.3
Evaluator2 6.9 7.0 1.9 8.3
Evaluator 7.3 5.5 1.8 8.3
Evaluator4 6.2 7.1 1.0 9.0
Evaluator 6.2 5.6 1.0 8.4
Tool Score" 33.1 30.2 7.0 42.1
POST INTERVIEW SCORES
Jacobs Arcadia U.S.,Inc. Butler Eryineering,Inc.
_Evaluator 1 8.9 7.0 3.5
Evakralor2 8.3 7.5 5.9
Evaluator 8.6 7.3 5.2
Evaluelm4 9.0 5.6 4.9
Evaluators 8.6 6.9 4.4
Total Scare• 43.3 34.2 23.8
Ranking 1 2 3
•Total scores do not match the sum of the Individual scores due to roundng of the individual acmes.
FsMWcenul4
ITEM NO. 7
MINUTES OF THE
ADMINISTRATION COMMITTEE
Orange County Sanitation District
Wednesday, March 9, 2016, at 5:00 P.M.
A regular meeting of the Administration Committee of the Orange County Sanitation
District was called to order by Committee Chair Curry on March 9, 2016, at 5:01 p.m., in
the Administration Building of the Orange County Sanitation District.
Director Katapodis led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Keith Curry, Chair Jim Herberg, General Manager
Lucille Kring, Vice-Chair Bob Ghirelli, Assistant General Manager
Steven Choi Celia Chandler, Director of Human Resources
Jim Ferryman Rob Thompson, Director of Engineering
Jim Katapodis Lorenzo Tyner, Director of Finance &
Peter Kim Administrative Services
Greg Mills Ed Torres, Director of Operations & Maintenance
Joy Neugebauer Mike White, Controller
Teresa Smith Tina Knapp, Deputy Clerk of the Board
Sal Tinajero Norbert Gaia
John Nielsen, Board Chair Mark Manzo
Greg Seboum, Board Vice-Chair Alfredo Garcia
Gary Conklin
COMMITTEE MEMBERS ABSENT: Jim Mullins
Glenn Parker Jennifer Cabral
OTHERS PRESENT:
Kendra Carney, Associate General Counsel
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Committee Chair Curry did not provide a report.
REPORT OF GENERAL MANAGER:
General Manager Jim Herberg commented on a recent article in the "Los Angeles Times"
regarding antibiotic resistant bacteria in wastewater treatment plants. He stated the
03/09/16 Administration Committee Minutes Page 1 of 5
article referenced treatment facilities in Southern California, ocean dischargers, and
unpublished work by the EPA which OCSD has not seen the detailed reports and no
sampling and/or testing has shown this bacteria in OCSD's effluent.
General Manager Herberg further stated that the article seems to confuse the issue of
urban run-off after a rainstorm vs. treated discharge and he indicated that he had spoken
with the City of Los Angeles and Los Angeles County Sanitation Districts and there is
interest in putting together a letter to the editor style response to the article.
General Manager Herberg responded to questions from the Committee regarding:
location of bacteria, specific testing; and epidemiological studies and tests of the ocean
and shoreline which continually achieve the required standards. Mr. Herberg further
indicated that OCSD is confident that the bacteria could not withstand the treatment of
that the Orange County Water District performs; rather, the matter seems to be related to
the ocean and treatment facilities.
Director Teresa Smith arrived at 5:04 p.m.
REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES:
Director of Finance and Administrative Services Lorenzo Tyner reported that the debt
refunding that was approved by the Committee last month was recently priced and will
result in savings to OCSD totaling $19 million dollars.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED AND DULY CARRIED TO: Approve Corrected Minutes of
the February 10, 2016 Administration Committee Meeting.
AYES: Choi, Curry, Ferryman, Katapodis, Kim, Kring, Mills,
Neugebauer, Nielsen, and T. Smith
NOES: None
ABSTENTIONS: None
ABSENT: Parker, Sebourn, and Tinajero
2. APPOINTING A CLERK OF THE BOARD PRO TEM TO THE BOARD OF
DIRECTORS IN THE ABSENCE OF THE CLERK OF THE BOARD
(Clerk of the Board)
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Adopt Resolution No. OCSD 16-XX entitled, "A Resolution of the Board of
Directors of Orange County Sanitation District appointing a Clerk of the Board Pro
Tem to the Board of Directors; and repealing Resolution No. OCSD 07-23."
03/09/16 Administration Committee Minutes Page 2 of 5
AYES: Choi, Curry, Ferryman, Katapodis, Kim, Kring, Mills,
Neugebauer, Nielsen, and T. Smith
NOES: None
ABSTENTIONS: None
ABSENT: Parker, Sebourn, and Tinajero
3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
FEBRUARY 2016 (Lorenzo Tyner)
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file the report of the investment transactions for the
month of February 2016.
AYES: Choi, Curry, Ferryman, Katapodis, Kring, Mills, Neugebauer,
Nielsen, and T. Smith
NOES: None
ABSTENTIONS: Kim
ABSENT: Parker, Sebourn, and Tinajero
4. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF
(Bob Ghirelli)
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Adopt Resolution No. OCSD 16-XX, entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District authorizing the General
Manager or Designee to Execute State Office of Emergency Services and/or
Federal Emergency Management Agency Documents and Relevant Permit
Applications for Present and Future Disaster Relief Applications; and Repealing
Resolution No. OCSD 11-03."
AYES: Choi, Curry, Ferryman, Katapodis, Kim, Kring, Mills,
Neugebauer, Nielsen, and T. Smith
NOES: None
ABSTENTIONS: None
ABSENT: Parker, Sebourn, and Tinajero
INFORMATION ITEMS:
5. FY 2016-17 AND 2017-18 BUDGET UPDATE (Lorenzo Tyner)
Director of Finance and Administrative Services Lorenzo Tyner introduced Mike
White, Controller, who provided a PowerPoint presentation and an update on the
FY 2016-17 and 2017-18 budget including the four major categories that compose
revenues: fees&charges, general income, other/interagency, and debt proceeds.
03/09/16 Administration Committee Minutes Page 3 of 5
Mr. White responded to questions regarding: the definition of near term, debt
issuances; property values increases; new developments increase capacity
needs; and capital facilities capacity charges.
Mr. White indicated that interest revenue is difficult to project; however, Mr. Tyner
stated that this is of benefit as OCSD can borrow money more inexpensively as
well.
6. ENVIRONMENTAL SERVICES DEPARTMENT OVERVIEW (Bob Ghirelli)
Assistant General Manager Bob Ghirelli provided a PowerPoint presentation and
an overview of the Environmental Services Department. Mr. Ghirelli distributed
the recruitment flyer for the new Director of Environmental Services.
Director of Human Resources Celia Chandler stated a recruitment firm was not
used for this position due to sufficient resources and extensive advertising done,
which is resulting in a good number of qualified applicants. Staff confirmed that
the salary being offered for this role is very competitive and that the creation of this
position resulted from a recent retirement in a management position, so is a
reallocation of that vacancy and will not increase the management staff count.
Board Vice-Chair Sebourn arrived at 5:18 p.m.
7. ENERGY EFFICIENCY AUDIT FINDINGS (Ed Torres)
Director of Operations Ed Torres introduced Senior Engineer Gary Conklin who
provided an informative PowerPoint presentation and report of the energy
efficiency audit findings.
Director of Engineering Rob Thompson responded to questions regarding the cost
of replacing, and the advantages of LED lights and how it affects worker safety,
indicating that the LED light is whiter, more pleasant, and allows more clarity
In response to a question, Director of Operations & Maintenance Ed Torres
indicated that OCSD produces approximately 2/3 of the power required to run the
plant from the internal combustion engines that are generated from the solids that
are digested and turned into methane gas. He stated that the District continually
reviews current operations to be efficient as possible.
Director Tinajero arrived at 5:47 p.m.
CLOSED SESSION:
None.
03/09/16 Administration Committee Minutes Page 4 of 5
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Director of Finance and Administrative Services Lorenzo Tyner indicated that during the
recent debt issuance, OCSD's 'AAA' Credit Rating was reaffirmed by both Fitch Ratings
and Standards & Poor's which will allow OCSD to secure very attractive financing for
infrastructure improvements, reducing costs, and help to keep fees low.
ADJOURNMENT:
Committee Chair Curry declared the meeting adjourned at 5:51 p.m. to the next regularly
scheduled meeting of Wednesday, April 13, 2016 at 5:00 p.m.
Submitted by:
Tina Knapp
Deputy Clerk of the Board
03/09/16 Administration Committee Minutes Page 5 of 5
ADMINISTRATION COMMITTEE Meng D310 TOBE. Dir.
03/lti09/16 03/23/1Or6
AGENDA REPORT ItemNumber Item Number
z B
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Kelly A. Lore, Clerk of the Board
SUBJECT: APPOINTING A CLERK OF THE BOARD PRO TEM TO THE BOARD OF
DIRECTORS IN THE ABSENCE OF THE CLERK OF THE BOARD
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 16-04 entitled, "A Resolution of the Board of Directors of
Orange County Sanitation District appointing a Clerk of the Board Pro Tem to the Board
of Directors; and repealing Resolution No. OCSD 07-23."
SUMMARY
BACKGROUND
In order to fulfill the complex administrative, technical, and programmatic duties and
obligations related to the Clerk of the Board's office in her absence, it is necessary to
appoint a Clerk of the Board Pro Tem to exercise such responsibilities during these
periods of time.
RELEVANT STANDARDS
• Comply with transparency and communication requirements, including the Brown
Act.
• Resolution OCSD 15-27 - Board of Directors, Rules of Procedure, Conduct of
Business for the District.
• Timely release of information and response to information requests.
PROBLEM
A restructure in of the Clerk of the Board's office made the title of Associate Clerk of
the Board obsolete as adopted by Resolution No. OCSD 07-23.
PROPOSED SOLUTION
A Deputy Clerk of the Board was hired on January 25, 2016. Staff recommends that
the Board of Directors adopt the new Resolution to update the current titles and
maintain the business standards and principles of the Clerk of the Board's office.
Page 1 of 2
TIMING CONCERNS
The change in position control has already taken place, and therefore should not wait
until a future meeting.
RAMIFICATIONS OF NOT TAKING ACTION
Non-compliance with the Board of Directors policy.
PRIOR COMMITTEE/BOARD ACTIONS
November 2007 — Adopted Resolution No. OCSD 07-23 Appointing the Associate Clerk
of the Board as the Clerk of the Board Pro Tem.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENTS
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Resolution No. OCSD 16-04
Page 2 of 2
RESOLUTION NO. OCSD 16-04
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE ORANGE COUNTY SANITATION DISTRICT
APPOINTING A CLERK OF THE BOARD PRO TEM TO
THE BOARD OF DIRECTORS; AND REPEALING
RESOLUTION NO. OCSD 07-23
WHEREAS,the Office of the Clerk to the Board of Directors performs a wide
variety of responsible, confidential, and complex administrative, technical, and
programmatic duties for and on behalf of the District's Board of Directors and
Management Staff, in accordance with established Sanitation District policies and
procedures, and applicable State laws; and,
WHEREAS, it is necessary that in order to fulfill the duties of the Office in
the absence of the Clerk of the Board, a Clerk of the Board Pro Tem be appointed
to exercise the duties of the Clerk of the Board.
NOW, THEREFORE, the Board of Directors of Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE AND ORDER:
Section 1: That the individual holding the position of Deputy Clerk of the
Board is hereby appointed as Clerk of the Board Pro Tem of the Board of Directors.
Section 2: That in the absence of the Clerk of the Board, the Clerk of the
Board Pro Tem to the Board of Directors shall have the powers and authority to
exercise the duties of the Clerk of the Board.
Section 3: That Resolution No. OCSD 07-23 is hereby repealed.
PASSED AND ADOPTED at a regular meeting of the Board of Directors
held March 23, 2016.
John Nielsen
Chair
ATTEST:
Kelly A. Lore
Clerk of the Board
OCSD 16-04-1
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County
Sanitation District, do hereby certify that the foregoing Resolution
No. OCSD 16-04 was passed and adopted at a regular meeting of said
Board on the 23rd day of March, 2016, by the following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of Orange County Sanitation District this 23rd day of March 2016.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 16-04-2
ADMINISTRATION COMMITTEE Melting D310 TOBE.Or Dir.
03/09/16 03/23/16
AGENDA REPORT Item Item Number
3 9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH
OF FEBRUARY 2016
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Report of The Investment Transactions for the Month of February
2016.
SUMMARY
BACKGROUND
The CA Government Code requires that a monthly report of investment transactions
be provided to the legislative body.
RELEVANT STANDARDS
CA Government Code: Section 53607
PRIOR COMMITTEE/BOARD ACTIONS
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (Mmocsd.com) with the
complete agenda package:
• Report on the Investment Transactions for the Month Ended February 29, 2016.
Page 1 of 1
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 1/31/16 Thru 2/29/16
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
ACQUISITIONS
Purchase 02/01/2016 261908107 13,750.00 Dreyfus Shod IntermediateGov Treasury 1.000 0.17% 13,750.00 0.00 13,750.00 0.00
Cash Management Fd521
Purchase 02/01/2016 261908107 1,100,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,100,000.00 0.00 1,100,000.00 0.00
Cash Management Fd521
Purchase 02/02/2016 261908107 1,926.79 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,926.79 0.00 1,926.79 0.00
Cash Management Fd521
Purchase 02/02/2016 261908107 1,388.07 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,388.07 0.00 1,388.07 0.00
Cash Management Fd521
Purchase 02/04/2016 261908107 10,904.54 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 10,904.54 0.00 10,904.54 0.00
Cash Management Fd521
Purchase 02/05/2016 261908107 2,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,000,000.00 0.00 2,000,000.00 0.00
Cash Management Fd521
Purchase 02/05Q016 313384WM7 2,000,000.00 FHLB Discount Note 99.900 0.40% 1,998,003.06 0.00 1,998,003.06 0.00
0.395%Due 5/6/2016
Purchase 02/05/2016 912828QP8 2,000,000.00 US Treasury Note 100.442 0.35% 2,008,834.83 6,407.10 2,015,241.93 0.00
1.75%Due 5/31/2016
Purchase 02/05/2016 912828R 1 2,000,000.00 US Treasury Note 100.289 0.55% 2,005,787.95 6,994.54 2,012,782.49 0.00
1%Due 9/30/2016
Purchase 02/08Q016 261908107 1,158.58 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,158.58 0.00 1,158.58 0.00
Cash Management Fd521
Purchase 02/08/2016 3133782M2 3,500,000.00 FHLB Note 101.306 1.07% 3,545,710.00 21,875.00 3,567,585.00 0.00
1.5%Due 3/8/2019
Purchase 02/08Q016 459058BS1 2,500,000.00 Int.Bank Recon&Development Note 100.249 0.59% 2,506,225.00 9,930.56 2,516,155.56 0.00
1%Due 9/1 512 01 6
Purchase 02/10/2016 40428HPR7 1,250,000.00 HSBC USA Inc Note 97.823 2.92% 1,222,787.50 12,647.57 1,235,435.07 0.00
2.35%Due 3/5/2020
Purchase 02/15/2016 261908107 37,500.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 37,500.00 0.00 37,500.00 0.00
Cash Management Fd521
Purchase 02/15/2016 261908107 11,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 11,000.00 0.00 11,000.00 0.00
Cash Management Fd521
Purchase 02/16/2016 06406HCW7 2,120,000.00 Bank of New York Callable Note Cant 101.046 1.99% 2,142,175.20 20,993.89 2,163,169.09 0.00
8/11/2019
2.3%Due 9/11/2019
Purchase 02/16/2016 261908107 2.104.17 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,104.17 0.00 2,104.17 0.00
Cash Management Fd521
Purchase 02/16/2016 261906107 2.211.14 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,211.14 0.00 2,211.14 0.00
Cash Management Fd521
Purchase 02/16/2016 261908107 26.74 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 26.74 0.00 26.74 0.00
Cash Management Fd521
Chandler Ae &Management-CONFIDENTIAL Execution Time:MI 0167:27:46 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 1/31/16 Thru 2/29/16
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
ACQUISITIONS
Purchase 02/16/2016 261908107 3,566.67 Dreyfus Shod Intermediate Gov Treasury 1.000 0.17% 3,566.67 0.00 3,566.67 0.00
Cash Management Fd521
Purchase 02/16/2016 261908107 277,549.94 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 271,549.94 0.00 271,549.94 0.00
Cash Management Fd521
Purchase 02/16/2016 261908107 1,682.83 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,682.83 0.00 1,682.83 0.00
Cash Management Fd521
Purchase 02/16/2016 261908107 3,355.33 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,355.33 0.00 3,355.33 0.00
Cash Management Fd521
Purchase 02/16/2016 261908107 1.119.79 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,119.79 0.00 1,119.79 0.00
Cash Management Fd521
Purchase 02/17/2016 261908107 8,685.62 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 8,685.62 0.00 8,685.62 0.00
Cash Management Fd521
Purchase 02/18Q016 261908107 117,369.46 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 117,369.46 0.00 117,369.46 0.00
Cash Management Fd521
Purchase 02/18/2016 3130A7CV5 5,365,000.00 FHLB Note 99.596 1.46% 5,343,325.40 0.00 5,343,325.40 0.00
1.375%Due 2118/2021
Purchase 02/21/2016 261908107 3,750.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,750.00 0.00 3,750.00 0.00
Cash Management Fd521
Purchase 02/21Q016 261908107 1,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,000,000.00 0.00 1,000,000.00 0.00
Cash Management Fd521
Purchase 02/22/2016 261908107 1,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,000,000.00 0.00 1,000,000.00 0.00
Cash Management Fd521
Purchase 02/22/2016 261908107 290,037.23 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 290,037.23 0.00 290,037.23 0.00
Cash Management Fd521
Purchase 02/22/2016 261908107 278.96 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 278.96 0.00 278.96 0.00
Cash Management Fd521
Purchase 02/22/2016 261908107 2,547.11 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,547.11 0.00 2,547.11 0.00
Cash Management Fd521
Purchase 02/22/2016 261908107 2.575.28 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,576.28 0.00 2,576.28 0.00
Cash Management Fd521
Purchase 02/22/2016 261908107 75.66 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 75.66 0.00 75.66 0.00
Cash Management Fd521
Purchase 02/22/2016 261908107 2,030.91 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,030.91 0.00 2,030.91 0.00
Cash Management Fd521
Purchase 02/24/2016 89233GFP6 1,200,000.00 Toyota Motor Credit Discount CP 99.803 0.60% 1,197,640.00 0.00 1,197,640.00 0.00
0.59%Due 6/23/2016
Purchase 02/25Q016 261908107 5,260,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 5,260,000.00 0.00 5,260,000.00 0.00
Cash Management Fd521
Purchase 02/25/2016 261908107 1,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,000,000.00 0.00 1,000,000.00 0.00
Cash Management Fd521
Chmdler Ae &Management-CONFIDENTIAL Execution Time:MI 016 7:27:46 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#70263 1/31/16 Thru 2/29/16
Transaction Settlement Acql Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
ACQUISITIONS
Purchase 02/25/2016 261908107 1,207.33 Dreyfus Shod Intermediate Gov Treasury 1.000 0.17% 1,207.33 0.00 1,207.33 0.00
Cash Management Fd521
Purchase 02/25/2016 261908107 3,736.71 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,736.71 0.00 3,736.71 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 1,655.04 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,656.04 0.00 1,656.04 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 538.40 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 538.40 0.00 538.40 0.00
Cash Management Fd521
Purchase 02Q5/2016 261908107 10,641.03 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 10,641.03 0.00 10,641.03 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 8,973.55 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 8,973.55 0.00 8,973.55 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 4,920.66 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 4,920.66 0.00 4,920.66 0.00
Cash Management Fd521
Purchase 02/25/2016 261908107 51.46 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 51.46 0.00 51.46 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 14,204.45 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 14,204.45 0.00 14,204.45 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 1,013.63 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,013.63 0.00 1,013.63 0.00
Cash Management Fd521
Purchase 02Q5/2016 261908107 840.37 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 840.37 0.00 840.37 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 9,333.90 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 9,333.90 0.00 9,333.90 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 813.11 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 813.11 0.00 813.11 0.00
Cash Management Fd521
Purchase 02Q5/2016 261908107 3,738.77 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,738.77 0.00 3,738.77 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 157.38 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 157.38 0.00 157.38 0.00
Cash Management Fd521
Purchase 02/25Q016 261908107 3,188.25 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,188.25 0.00 3,188.25 0.00
Cash Management Fd521
Purchase 02/25/2016 43814NAB1 2,565,000.00 Honda Auto Receivables 20161 A2 99.990 1.02% 2,564,743.76 0.00 2,564,743.76 0.00
1.01%Due 6/18/2018
Purchase 02/26/2016 02665WAH4 2,000,000.00 American Honda Finance Note 101.355 1.84% 2,027,100.00 1,376.00 2,028,475.00 0.00
2.25%Due 8/15/2019
Purchase 02/26/2016 06538BF01 6,370,000.00 Bank of Tokyo Mitsubishi NV Discount CP 99.769 0.71 % 6,355,260.53 0.00 6,355,260.53 0.00
0.7%Due 6/24/2016
Purchase 02/26/2016 06538BFQ1 1,275,000.00 Bank of Tokyo Mitsubishi NV Discount CP 99.769 0.71 % 1,272,049.79 0.00 1,272,049.79 0.00
0.7%Due 6/24/2016
Chandler Asset Management-CONFIDENTIAL Execution Time:MI 0167:27:46 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#70263 1/31/16 Thru 2/29/16
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
ACQUISITIONS
Purchase 02/26/2016 261908107 9,125.00 Dreyfus Shod Intermediate Gov Treasury 1.000 0.17% 9,125.00 0.00 9,125.00 0.00
Cash Management Fd521
Purchase 02/26/2016 261908107 2,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,000,000.00 0.00 2,000,000.00 0.00
Cash Management Fd521
Purchase 02/26/2016 313384XJ3 2,000,000.00 FHLB Discount Note 99.902 0.39% 1,998,043.50 0.00 1,998,043.50 0.00
0.387%Due 5/272016
Purchase 02/29/2016 261908107 2,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,000,000.00 0.00 2,000,000.00 0.00
Cash Management Fd521
Purchase 02/29/2016 261908107 30,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 30,000.00 0.00 30,000.00 0.00
Cash Management Fd521
Purchase 02/29/2016 261908107 5,543.59 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 5,543.59 0.00 5,543.59 0.00
Cash Management Fd521
Purchase 02/29/2016 313396XU2 2,000,000.00 FHLMC Discount Nate 99.902 0.37% 1,998,040.00 0.00 1,998,040.00 0.00
0.36%Due 6/6/2016
Subtotal 54,411,277.45 54,452,003.97 80,223.66 54,532,227.63 D.00
TOTAL ACQUISITIONS 54,411,277.45 54,452,003.97 80,223.66 54,532,227.63 0.00
DISPOSITIONS ,
Sale 02/05/2016 261908107 4,028,024.42 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 4,028,024.42 0.00 4,028,024.42 0.00
Cash Management Fd521
Sale 02/05/2016 261908107 1,998,003.06 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,998,003.06 0.00 1,998,003.06 0.00
Cash Management Fd521
Sale 02/08Q016 261908107 3,567,585.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,567,585.00 0.00 3,567,585.00 0.00
Cash Management Fd521
Sale 02/08/2016 261908107 2,516,155.56 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,516,155.56 0.00 2,516,155.56 0.00
Cash Management Fd521
Sale 02/10/2016 261908107 1,235,435.07 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,235,435.07 0.00 1,235,435.07 0.00
Cash Management Fd521
Sale 02/16/2016 261908107 2,163,169.09 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,163,169.09 0.00 2,163,169.09 0.00
Cash Management Fd521
Sale 02/18/2016 261908107 5,343,325.40 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 5,343,325.40 0.00 5,343,325.40 0.00
Cash Management Fd521
Sale 02/24/2016 261908107 1,197,640.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,197,640.00 0.00 1,197,640.00 0.00
Cash Management Fd521
Sale 02/25Q016 261908107 2,564,743.76 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,564,743.76 0.00 2,564,743.76 0.00
Cash Management Fd521
Chandler Asset Management-CONFIDENTIAL Execution Time:MI 0167:27:46 AM
C/" Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 1/31/16 Thru 2/29/16
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
DISPOSITIONS
Sale 02/26/2016 261908107 2,028,475.00 Dreyfus Shod IntermediateGov Treasury 1.000 0.17% 2,028,475.00 0.00 2,028,475.00 0.00
Cash Management Fd521
Sale 02/26/2016 261908107 6,355,260.53 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 6,355,260.53 0.00 6,355,260.53 0.00
Cash Management Fd521
Sale 02/26/2016 261908107 1,272,049.79 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,272,049.79 0.00 1,272,049.79 0.00
Cash Management Fd521
Sale 02/26/2016 261908107 1,998,043.50 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,998,043.50 0.00 1,998,043.50 0.00
Cash Management Fd521
Sale 02/29/2016 261908107 1,998,040.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,998,040.00 0.00 1,998,040.00 0.00
Cash Management Fd521
Subtotal 38,265,950.18 38,265,950.18 0.00 38,265,950.18 0.00
Paydown 02/01/2016 3837H4NX9 1,085.17 GNMA PooI#2000-9 100.000 1,085.17 34.62 1,11979 0.00
9.5%Due 2/1MOG0
Paydown 02/04/2016 62888UAA8 10,607.71 NCUA Guaranteed Note CM02010-R2Due 100.000 10,607.71 296.83 10,904.54 0.00
11/6/2017
Paydown 02/15/2016 161571GC2 0.00 Chase CHAIT Pool#2013-A8 100.000 0.00 2,104.17 2,104.17 0.00
1.01%Due 10/15/2018
Paydown 02/15/2016 3133TCE95 2,049.00 FHLMC FSPC E3 A 100.000 2,049.00 162.14 2,211.14 0.00
2.892%Due 8/15/2032
Paydown 02/15/2016 31348SWZ3 21.39 FHLMC FH 786064 100.000 21.39 5.35 26.74 0.00
2.262%Due 1/112028
Paydown 02/15/2016 477877AD6 0.00 John Deere Owner Trust 2014-B A3 100.000 0.00 3,566.67 3,566.67 0.00
1.07%Due 11/15/2018
Paydown 02/15/2016 89231 MAC9 275,795.96 Toyota Auto Receivables Owner 2014-A 100.000 275,795.96 1,753.98 277,549.94 0.00
0.67%Due 12/15/2017
Paydown 02/15/2016 89231TAB6 0.00 Toyota Auto Receivables Owner 2015-C 100.000 0.00 1,682.83 1,682.83 0.00
0.92%Due V15/2018
Paydown 02/15/2016 89236WAC2 0.00 Toyota Auto Receivables Owner 2015-A 100.000 0.00 3,355.33 3,355.33 0.00
1.12%Due 2/15/2019
Paydown 02/18/2016 43814GAG4 116,204.86 Honda Auto Receivables 2014-2 A3 100.000 116,204.86 1,164.60 117,369.46 0.00
0.77%Due 3/19/2018
Paydown 02/2212016 36225CAZ9 231.60 GNMA Poo1#G2 80023 100.000 231.60 47.36 278.96 0.00
2.816%Due 12/20/2026
Paydown 02/22r2016 36225CC20 2,489.35 GNMA Poo1#G280088 100.000 2,489.35 57.76 2,547.11 0.00
2.817%Due 6/20/2027
Paydown 02/22r2016 36225CN28 2,427.94 GNMA Pool#G280408 100.000 2,427.94 147.34 2,575.28 0.00
2.691%Due 5/20/2030
Chandler Asset Management-CONFIDENTIAL Execution Time:MI 01e 7:27:45 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 1/31/16 Thru 2/29/16
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
DISPOSITIONS
Paytlown 02/22/2016 36225CNM4 58.68 GNMA Poo1#G2 80395 100.000 58.68 16.98 75.66 Goo
2 877%Due 4/20/2030
Paytlown 02/22/2016 36225DCBB 1,873.85 GNMA Poo1#G280965 100.000 1,873.85 157.06 2,030.91 0.00
2.31%Due 7/20/2034
Paytlown 02/22/2016 43813JAC9 288,140.02 Honda Auto Receivables 2014-1 A3 100.000 288,140.02 1,897.21 290,037.23 0.00
0.67%Due 11121/2017
Paytlown 02/25Q016 03215PFN4 0.00 AMRESCO Residential Sewnties 1999-1 100.000 0.00 157.38 157.38 0.00
ADue 6/2512029
Paytlown 0225/2016 31371NUC7 1,084.02 FNMA FN 257179 100.000 1,084.02 123.31 1,207.33 0.00
4.5%Due 4/1/2028
Paytlown 02/25Q016 31376KT22 2,777.49 FNMA FN 357969 100.000 2,777.49 959.22 3,736.71 0.00
5%Due 9/1/2035
Paytlown 02/25Q016 31381 PDA3 581.62 FNMA FN 466397 100.000 581.62 1,073.42 1,655.04 0.00
3.4%Due 1 t/1/2020
Paytlown 0225/2016 3138EG6F6 446.74 FNMA FN AL0869 100.000 446.74 91.66 538.40 0.00
4.5%Due 6/1/2029
Paytlown 02/25Q016 313MJY35 4,795.47 FHLMC FSPC T-582A 100.000 4,795.47 5,845.56 10,641.03 0.00
6.5%Due 9/25/2043
Paytlown 02/25Q016 31397QRED 8,564.07 FNMA FNR 2011-3 FA 100.000 8,554.07 409.48 8,973.55 0.00
0.832%Due 21252041
Paytlown 0225/2016 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00
4.251%Due 1/252020
Paytlown 02/252016 31403DJZ3 4,013.73 FNMA PODI#745580 100.000 4,013.73 906.93 4,920.66 0.00
5%Due 6/12036
Paytlown 02/252016 31403GXF4 26.15 FNMA PODI#FN 748678 100.000 26.15 25.31 51.46 0.00
5%Due 10/1/2033
Paytlown 0225/2016 31406PQYB 12,513.99 FNMA Pool#FN 815971 100.000 12,513.99 1,690.46 14,204.45 0.00
5.47%Due 3/1/2035
Paytlown 02/252016 31406XN/75 616.92 FNMA PODI#FN 823358 100.000 616.92 396.71 1,013.63 0.00
2.875%Due 21112035
Paytlown 02/252016 31407BXH7 669.57 FNMA PODI#FN 826080 100.000 669.67 170.80 840.37 0.00
5%Due 7/12035
Paytlown 0225/2016 31410F4V4 7,520.13 FNMA Pool#FN 888336 100.000 7,520.13 1,813.77 9,333.90 0.00
5%Due 7/1/2036
Paytlown 02/252016 31417YAY3 668.15 FNMA PODI#FN MA0022 100.000 668.15 144.96 813.11 0.00
4.943%Due 4I1I2029
Paytlown 02/252016 83611MGS1 3.726.75 Soundview Home Equity Loan Tr.2005- 100.000 3,726.75 12.02 3,738.77 0.00
OPT3 A4Due 11/2 512 0 3 5
Paytlown 0227/2016 31396X3Q5 5,475.05 FNMA FNR 2007-114 A6Due 10/27/2037 100.000 5,475.05 68.54 5,M3.59 0.00
Chandler Asset Management-CONFIDENTIAL Execution Time:3I3Y 0167:27:46 AM
CAROrangeCounty Sanitation District Consolidated Transaction Ledger
Account#10283 1/31/16 Thru 2/29/16
iTransaction Settlement Aca/Disp Interest
,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
DISPOSITIONS
Subtotal 754,465.38 754,465.38 33,528.01 767,993.39 0.00
Maturity 02/01/2016 674599BZ7 1,100,000.00 Occidental Petroleum Note 100.000 1,100,000.00 0.00 1,100,000.00 0.00
2.5%Due 2/1/2016
Maturity 02/05/2016 313384SS9 2,000,000.00 FHLB Discount Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00
0.26%Due 2/5/2016
Maturity 02/21/2016 74005PBE3 1,000,000.00 Praxair Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00
0.75%Due D2112016
Maturity 02/2212016 89233GBN5 1,000,000.00 Toyota Motor Credit Discount CP 99.775 1,000,000.00 0.00 1,000,000.00 0.00
0.45%Due V22/2016
Maturity 02/25/2016 06538BBR3 5,260,000.00 Bank of Tokyo Mitsubishi NY Discount CP 99.870 5,260,000.00 0.00 5,260,000.00 0.00
0.39%Due 2/25/2016
Maturity 02/25/2016 06538BBR3 1,000,000.00 Bank of Tokyo Mitsubishi NY Discount CP 99.870 1,000,000.00 0.00 1,000,000.00 0.00
0.39%Due 2/25/2016
Maturity 02/26/2016 46623EJU4 1,000,000.00 JP Morgan Chase Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00
1.125%Due 2/26/2016
Maturity 02/26/2016 713448CE6 1,000,000.00 Pepsico Inc.Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00
0.7%Due 2/26/2016
Maturity 02/29/2016 313396TS2 2,000,000.00 FHLMC Discount Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00
0.29%Due D2912016
Subtotal 15,360,000.00 15,360,000.00 0.00 15,360,000.00 0.00
Security 02/29/2016 912828WUO 35,048.00 US Treasury Inflation Index Nate 99.471 35,048.00 0.00 35,048.00 324.79
Withdrawal 0A 25%Due 7/15/2024
Subtotal 35,048.00 35,048.00 0.00 35,048.00 324.79
TOTAL DISPOSITIONS 54,415,463.56 54,415,463.56 33,528.01 54,448,991.57 324.79
OTHER TRANSACTIONS
Interest 02/01/2016 674599BZ7 1,100,000.00 Occidental Petroleum Note 0.000 13,750.00 0.00 13,750.00 0.00
2.5%Due 2/l/2016
Interest 02/O8/2016 06050TLX8 600,000.00 Bank of America Note 0.000 1,158.58 0.00 1,158.58 0.00
1.041%Due 5/8/2017
Interest 02/15/2016 02665WAH4 2,000,000.00 American Honda Finance Note 0.000 22,500.00 0.00 22,500.00 0.00
2.25%Due 8/15/2019
Interest 02/15/2016 08467013133 1,000,000.00 Berkshire Hathaway Note 0.000 11,000.00 0.00 11,000.00 0.00
2.2%Due 8/15/2016
Chandler Asset Management-CONFIDENTIAL Execution Time:3/3Y 016727A6 AM
�'" Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 1/31/16 Thru 2/29/16
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
OTHER TRANSACTIONS
Interest 02/15/2016 674599CD5 2,000,000.00 Occidental Petroleum Callable Note Cent 0.000 15,000.00 0.00 15,000.00 0.00
1/15/18
1.5%Due 2/15/2018
Interest 02/17/2016 89236TAK1 5,200,000.00 Toyota Motor Credit Corp Note 0.000 8,685.62 0.00 8,685.62 0.00
0.909%Due 5/17/2016
Interest 02/21/2016 74005PBE3 1,000,000.00 Prexair Note 0.000 3,750.00 0.00 3,750.00 0.00
0.75%Due 2/21/2016
Interest 02/26/2016 46623EJU4 1,000,000.00 JP Morgan Chase Note 0.000 5,625.00 0.00 5,625.00 0.00
1.125%Due 2/26/2016
Interest 02/26/2016 713448CE6 1,000,000.00 Pepsiw Inc.Note 0.000 3,500.00 0.00 3,500.00 0.00
0.7%Due 2/26M16
Interest 02/29/2016 912828D64 12,000,000.00 US Treasury Note 0.000 30,000.00 0.00 30,000.00 0.00
0.5%Due 8/31/2016
Subtotal 26,900,000.00 114,969.20 0.00 114,969.20 0.00
Divitlentl 02/02/2016 261908107 21,332,478.97 Dreyfus Short-Intermediate Gov Treasury 0.000 1,388.07 0.00 1,388.07 0.00
Cash Management Fd521
Dividend 02/02/2016 261908107 8,999,725.21 Dreyfus Short-Intermediate Gov Treasury 0.000 1,926.79 0.00 1,926.79 0.00
Cash Management Fd521
Subtotal 30,332,204.18 3,314.86 0.00 3,314.86 0.00
TOTAL OTHER TRANSACTIONS 57,232,204.18 118,284.06 0.00 118,284.06 0.00
Chorus,Asset Management-CONFIDENTIAL Execution Time:3/34!0167:27:45 AM
ADMINISTRATION COMMITTEE Melting D310 TOBE.Or Dir.
03/09/16 03/23/16
AGENDA REPORT Item Item Number
4 10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Bob Ghirelli, Assistant General Manager
SUBJECT: DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 16-05, entitled, "A Resolution of the Board of Directors of
the Orange County Sanitation District authorizing the General Manager or Designee to
Execute State Office of Emergency Services and/or Federal Emergency Management
Agency Documents and Relevant Permit Applications for Present and Future Disaster
Relief Applications; and Repealing Resolution No. OCSD 11-03:'
SUMMARY
BACKGROUND
Situations which result in Orange County being declared a state or federal disaster
area can offer the opportunity for the District to apply for State and Federal emergency
grant funding to reimburse expenses for related repairs and activities. Such
reimbursements are overseen by the California State Office of Emergency Services
and/or the Federal Emergency Management Agency.
RELEVANT STANDARDS
• Government Code: P.L. 93-288 as Amended by the Robert T. Stafford Disaster
Relief and Emergency Assistance Act of 1988
• California Disaster Assistance Act
PROBLEM
The current Resolution is outdated and required to be updated every 3 years.
PROPOSED SOLUTION
Staff seeks a Board resolution authorizing the General Manager or Designees to apply
for funds on behalf of the District. This designation remains in effect for 3 years from
the date of the resolution.
Page 1 of 2
TIMING CONCERNS
In qualifying emergency situations the District has applied for, and has been granted
funds in the past. With this resolution in place staff can respond quickly to secure
available funds should another emergency occur.
RAMIFICATIONS OF NOT TAKING ACTION
Should another qualifying emergency occur, without a current resolution in place the
District may not be granted or able to secure available funds.
PRIOR COMMITTEE/BOARD ACTIONS
March 2011 - Adopted Resolution OCSD 11-03 Authorizing the General Manager or
Designee to Execute State Office of Emergency Services and/or Federal Emergency
Management Agency Documents and Relevant Permit Applications for Present and
Future Disaster Relief Applications.
January 1998 - Joint Boards of Directors Adopted Designation of Applicant's Agent
Resolution for Non-State Agencies
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(wwwocsd.com) with the complete agenda package:
• Proposed Resolution No. OCSD 16-05
• Designation of Applicant's Agent Resolution for Non-State Agencies (CAL OES
130)
Page 2 of 2
RESOLUTION NO. OCSD 16-05
A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE
COUNTY SANITATION DISTRICT AUTHORIZING THE GENERAL
MANAGER OR DESIGNEE TO EXECUTE STATE OFFICE OF
EMERGENCY SERVICES AND/OR FEDERAL EMERGENCY
MANAGEMENT AGENCY DOCUMENTS AND RELEVANT
PERMIT APPLICATIONS FOR PRESENT AND FUTURE
DISASTER RELIEF APPLICATIONS; AND REPEALING
RESOLUTION NO. OCSD 11-03
WHEREAS, Orange County Sanitation District is a duly organized County
Sanitation District existing pursuant to the County Sanitation District Act, California Health
and Safety Code section 4700, et seq., providing for the ownership, operation, and
maintenance of wastewater collection, treatment, and disposal facilities within Orange
County, California; and
WHEREAS, on January 28, 1998, the Joint Boards of Directors of the County
Sanitation Districts of Orange County (CSDOC), predecessor to the Orange County
Sanitation District(OCSD), adopted a State resolution entitled "Designation of Applicant's
Agent Resolution for Non-State Agencies" authorizing the General Manager, the Director
of Human Resources or the Manager of Safety and Emergency Response to execute and
file documents to the Office of Emergency Services for the purposes of obtaining certain
federal financial assistance under P.L. 93-288 as amended by the Robert T. Stafford
Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance
under the Natural Disaster Assistance Act; and
WHEREAS, on March 23, 2011, the Board of Directors of the Orange
County Sanitation District, adopted Resolution OCSD 11-03 which authorized the General
Manager or designee to execute State Office of Emergency Services and/or Federal
Emergency Management Agency Documents and relevant permit applications for present
and future disaster relief applications; and
WHEREAS, California Emergency Management Agency (CaIEMA) has requested
an updated Resolution from OCSD designating OCSD's agent(s) for the purpose of
executing and filing documents for present and future disaster relief applications; and
WHEREAS, the Board of Directors has considered the recommendation of staff to
authorize the General Manager or Designees to sign FEMA/CalEMA applications, claims
and other related documents for the purpose of obtaining certain federal assistance under
OCSD 16-05-1
P.L. 93-188 as amended by the Robert T. Stafford Disaster Relief and Emergency
Assistance Act of 1988, and/or state financial assistance under the California Disaster
Assistance Act.
NOW THEREFORE, the Board of Directors of the Orange County Sanitation
District DOES HEREBY RESOLVE, DETERMINE AND ORDER:
1. The General Manager or Designees are hereby designated as the agent for
OCSD and authorized to sign FEMA/CalEMA application(s), claims and other related
documents for the purpose of obtaining certain federal assistance under P.L. 93-188 as
amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of
1988, and/or state financial assistance under the California Disaster Assistance Act.
2. Cal DES Form 130, the Designation of Applicant's Agent Resolution for
Non-State Agencies (Exhibit "A") will be executed and submitted with Resolution No.
OCSD 16-05; and
3. Resolution No. OCSD 11-03 adopted by the Board of Directors of the
Orange County Sanitation District on March 23, 2011, is hereby repealed in its entirety.
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the
Orange County Sanitation District held March 23, 2016.
John Nielsen
Board Chair
ATTEST:
Kelly A. Lore
Clerk of the Board
OCSD 16-05-2
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 16-05 was passed
and adopted at a regular meeting of said Board on the 23rd day of March 2016, by the
following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of Orange County Sanitation District this 23rd day of March 2016.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 16-05-3
STATE OF CALIFORNIA
GOVERNOR'S OFFICE OF EMERGENCY SERVICES Cal OES ID No:
Cal OES 130
DESIGNATION OF APPLICANT'S AGENT RESOLUTION
FOR NON-STATE AGENCIES
BE IT RESOLVED BY THE Board of Directors OF THE Orange County Sanitation District
(Governing Body) (Name of Applicant)
THAT OCSD General Manager ,OR
(Title of Authorized Agent)
OCSD Assistant General Manager OR
(Title of Authomad Agent)
OCSD Director of Operations & Maintenance
(Title of Authorized Agent)
is hereby authorized to execute forandonbehalfofthe Orange County Sanitation District apublic entity
(Name of Applicant)
established under the laws of the State of California,this application and to file it with the California Governor's Office of Emergency
Services for the purpose of obtaining certain federal financial assistance under Public Law 93-288 as amended by the Robert T.Stafford
Disaster Refief and Emergency Assistance Act of 1988,and/or state financial assistance under the Celifomia Disaster Assistance Act.
THAT the Orange County Sanitation District a public entity established under the laws of the State of California,
(Name of Applicant)
hereby authorizes its agents)to provide in the Governor's Office of Emergency Services for all matters pertaining to such state disaster
assistance the assurances and agreements required.
Please check the appropriate box below:
JIThis is a universal resolution and is effective for all open and future disasters up to three(3)years following the date of approval below.
This is a disaster specific resolution and is effective for only disaster number(s)
Passed and approved this 23rd day of March ,2016
John Nielsen,Board Chair
James Nerberg,General Manager
CERTIFICATION
I, Kelly A. Lore duly appointed and Clerk of the Board of
(Name) (Tide)
Orange County Sanitation District ,do hereby certify that the above is a true and correct copy ofa
(Name of Applicant)
Resolution passed and approved by the Board of Directors ofthe Orange County Sanitation District
((ioveming Body) (Name ol'Applicata)
on the 23rd day of March 2016.
Clerk of the Board
(Signature) (ripe)
Cal OES 130(Rev.9/13) Page 1
ITEM NO. 11
MINUTES OF THE
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE
Orange County Sanitation District
Tuesday, March 15, 2016 at 8:00 a.m.
A regular meeting of the Legislative and Public Affairs Committee was called to order
by Chair Nielsen on Tuesday, March 15, 2016 at 8:06 a.m., in the Administration
Building of the Orange County Sanitation District.
Chair Nielsen led the pledge of allegiance.
A quorum was declared at 8:20 a.m., as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Nielsen, Board Chair Jim Herberg, General Manager
Greg Sebourn, Board Vice-Chair Bob Ghirelli, Assistant General Manager
Tom Beamish, Director Nick Arhontes, Director of Facilities
Robert Kiley, Director Support Services
Lucille Kring, Director Celia Chandler, Director of Human
John Withers, Director Resources
Rob Thompson, Director of Engineering
COMMITTEE MEMBERS ABSENT: Ed Torres, Director of Operations &
Peter Kim, Director Maintenance
Lorenzo Tyner, Director of Finance &
Administrative Services
Kelly Lore, Clerk of the Board
Jennifer Cabral
Tanya Chong
Gregg Deterding
Norbert Gala
Alfredo Garcia
Rebecca Long
Mark Manzo
Kelly Newell
Lisa Rothbart
OTHERS PRESENT:
Brad Hogin, General Counsel
Eric Sapirstein, ENS (via Teleconference)
Cori Williams, Townsend Public Affairs
PUBLIC COMMENTS:
None.
ON15/2016 Legislative and Public Affairs Committee Minutes Page 1 of 5
REPORTS: The Committee Chair and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Committee Members. These reports are for information
only and require no action by the Committee.
General Manager Jim Herberg notified the Committee of the following: Upcoming trip
to Sacramento where the focus will be visits with Senator Hertzberg, Assemblyman
Gordon, the Committee on Environmental Safety & Toxic Materials and with the State
Water Resources Control Board.
Mr. Herberg provided an update to the recent LA Times Article on Deadly Superbugs
from hospitals in the Pacific Ocean, which was distributed along with a draft letter of
response from local joint agencies.
Mr. Herberg also stated that Public Affairs has pushed out the recent Fitch press release
which reaffirmed OCSD's AAA Bond rating.
Chair Nielsen brought forward the informational items.
INFORMATION ITEMS:
6. PUBLIC AFFAIRS UPDATE (Jennifer Cabral)
Principal Public Affairs Specialist, Jennifer Cabral stated as a follow-up to the LA
Times article, the joint agencies (OCSD, LA City and LA County) are considering
their own follow up with social media. Ms. Cabral went on to update the
Committee on the following items: KTLA-TV Channel 5, Rich DeMuro's segment
on GWRS; 13 joint tours with OCWD, eight OCSD tours, and six events reaching
500+ people this month.
7. LEGISLATIVE UPDATE (Rebecca Long)
Senior Public Affairs Specialist, Rebecca Long provided an update on legislative
related activities including: recent attendance at the CASA conference in
Washington D.C.; Legislative key message cards (which were distributed); and
Lobby days dates: March 16 to Sacramento and April 20 — 22 in Washington
D.C.
Vice-Chair Sebourn arrived at 8:20 a.m.
Ms. Long provided information of a newly proposed bill SB 885 (Wolk), which is
not included in the agenda packet; regarding construction contracts: indemnity.
Mr. Herberg stated that due to the time constraints of providing our position to
the author, this item will be brought to the Steering Committee for consideration.
Ms. Long then updated the committee on two bills: SB 163 (Hertzberg) and AB
2022 (Gordon).
ON15/2016 Legislative and Public Attains Committee Minutes Page 2 of 5
Cori Williams, Townsend and Associates, provided an update on current and
new legislation introduced and stated that Assembly Speaker Anthony Rendon
was sworn in on March 7 and will focus on the issues of poverty, oversight and
participation. Ms. Williams further updated the committee on cap and trade with
three billion dollars not yet allocated.
Eric Sapirstein, ENS Resources updated the Committee on the Drinking Water
State Revolving Fund (SRF) and the proposed cuts to funding for wastewater
treatment facilities. He provided information regarding the Water Infrastructure
Finance and Innovation Act (WIFIA) and a possible 20 million dollars in treasury
rated bonds for water infrastructure projects. Mr. Sapirstein then updated the
Committee on the progress of Senator Feinstein's bill, S. 2533, drought relief
policy, current structure and opposition as it relates to OCSD.
Mr. Sapirstein stated that he met with the Energy and Water Development
Appropriations Committee, to discuss sustainable energy technology such as
AquaCritox® and it appears that the committee is supportive. He also stated
that tax exempt financing could be at risk in the future.
Director Kring and Beamish arrived at 8:41 a.m.
CONSENT CALENDAR: Consent Calendar Items are considered to be routine and wil/be enacted,
by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar
for separate discussion will be considered in the regular order of business.
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the
Committee meeting held on February 8, 2016.
AYES: Beamish, Kiley, Kring, Nielsen, Sebourn and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kim
2. PROPOSED CHANGES TO LEGISLATIVE AND PUBLIC AFFAIRS
COMMITTEE MEETING DATES FOR YEAR 2016 (Bob Ghirelli)
MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors to: Approve the revised calendar of meeting dates for the 2016
calendar year for meetings of the Legislative and Public Affairs Committee.
ON15/2016 Legislative and Public Affairs Committee Minutes Page 3 of 5
AYES: Beamish, Kiley, Kring, Nielsen, Sebourn and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kim
NON-CONSENT CALENDAR:
Ms. Long provided a brief introduction to the requested letters of support.
3. SUPPORT SENATE BILL S. 2533 AND CLEAN WATER STATE
REVOLVING FUND REQUEST (Bob Ghirelli)
MOVED, SECONDED and DULY CARRIED TO: Authorize the Chair to sign
letters of support for:
A. California Long-Term Provisions for Water Supply and Short-Term
Provisions for Emergency Drought Relief Act (S. 2533)-The California
Emergency Drought Relief; and
B. Clean Water State Revolving Fund Request.
AYES: Beamish, Kiley, Kring, Nielsen, Sebourn and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kim
Ms. Cabral provided a brief PowerPoint presentation regarding Item No. 4 including
design concepts. Public perception was important to the Committee and the consensus
was to focus the tagline on recycling.
4. OCSD TAGLINE AND VISUAL COMMUNICATIONS (Bob Ghirelli)
MOVED, SECONDED and DULY CARRIED TO: Approve the tagline "Leading
the way in Water Recycling" for the Orange County Sanitation District.
AYES: Beamish, Kiley, Kring, Nielsen, Sebourn and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kim
Ms. Cabral provided an informative PowerPoint presentation regarding the two-year
Strategic plan.
ON15/2016 Legislative and Public Affairs Committee Minutes Page 4 of 5
Director Kring left the meeting at 9:20 a.m.
5. JULY 2016—JUNE 2018 PUBLIC AFFAIRS STRATEGIC PLAN (Bob Ghirelli)
MOVED, SECONDED and DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file the July 2016—June 2018 Public Affairs Strategic
Plan.
AYES: Beamish, Kiley, Nielsen, Sebourn and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Kim and Kring
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Additional questions regarding the super bugs, levels of treatment at our plant, level of
treatment at GWRS and testing at our outfall were answered by Assistant General
Manager Bob Ghirelli and Mr. Herberg.
Mr. Herberg announced that this will be Director of Facilities Support Services, Nick
Arhontes' last Committee meeting at OCSD. Congratulations and well wishes and were
delivered to Mr. Arhontes.
ADJOURNMENT:
Chair Nielsen declared the meeting adjourned at 9:30 a.m. to the next Legislative and
Public Affairs Committee Meeting, Monday, April 11, 2016 at 3:30 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
ON15/2016 Legislative and Public Affairs Committee Minutes Page 5 of 5
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Me jisnteMeces Meeting Date
AGENDA REPORT ItemN2mber RernN12
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originators: Robert P. Ghirelli, Assistant General Manager
SUBJECT: PROPOSED CHANGES TO LEGISLATIVE AND PUBLIC AFFAIRS
COMMITTEE MEETING DATES FOR YEAR 2016.
GENERAL MANAGER'S RECOMMENDATION
Approve the revised calendar of meeting dates for the 2016 calendar year for meetings
of the Legislative and Public Affairs Committee.
SUMMARY
BACKGROUND
According to Resolution OCSD 15-27 - Rules of Procedure for the Conduct of
Business of the District, Section 1 (L)(1)(d), a regular monthly meeting of the
Legislative and Public Affairs Committee will be held on the second Monday of each
month at 8:00 a.m. or at the call of the Board Chairperson.
PROPOSED SOLUTION
At the request of the Board Chair, staff is recommending revising the following dates
for the remainder of the 2016 calendar year as follows:
Legislative and Public Affairs Committee will be held on the second Monday
TUESDAY of each month at 8:00 a.m. (exception applies quarterly—see below) or at
the call of the Board Chairperson.
April 11, 2016 Monday(3:30 p.m.)
May 10, 2016
June 14, 2016
July 11, 2016 Monday(3:30 p.m.)
August DARK
September 13, 2016
October 10, 2016 Monday(3:30 p.m.)
November 8, 2016
December 13, 2016
PRIOR COMMITTEE/BOARD ACTIONS
November 2015—Approved the calendar of meeting dates for the 2016 calendar year.
Page 1 d 1
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Meeting
T03/23/l6r
AGENDA REPORT Item Item Number
s 13
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Bob Ghirelli, Assistant General Manager
SUBJECT: JULY 2016 - JUNE 2018 PUBLIC AFFAIRS STRATEGIC PLAN
GENERAL MANAGER'S RECOMMENDATION
Receive and file the July 2016 - June 2018 Public Affairs Strategic Plan.
SUMMARY
BACKGROUND
A Public Affairs Strategic Plan is prepared to support the principles of OCSD's Mission
and support the implementation of OCSD's Strategic Plan. This Plan offers a vision to
unify our communication efforts and focus resources to achieve the greatest impact
and the greatest results.
The primary objective of our Public Affairs team is to deliver messages that are
accurate, transparent and designed to foster public trust and confidence. An
integrated Public Affairs Strategic Plan is essential to deal effectively with the variety
of audiences we serve.
In this plan you will be introduced to the Public Affairs team that provides services and
tools, and implements programs to meet the communication needs of several
audiences for OCSD. This includes planning and implementing media relations;
website and intranet site content; community, elected officials and government
relations; education and outreach; and graphics development.
This plan is intended to be a guide. As new issues arise, new functions and duties will
evolve as well. The role of the Public Affairs Office is to be proactive, responsive and
flexible in order to meet the needs of the agency.
Staff will provide a brief presentation to the Committee on the Plan.
RELEVANT STANDARDS
• Build brand, trust, and support with policy makers and community leaders
• Unified legislative advocacy and public outreach program
• Maintain collaborative and cooperative relationships with neighboring agencies
• Respond to construction project complaints or inquiries within 1 working day
Page 1 of 2
PROBLEM
N/A
PROPOSED SOLUTION
N/A
TIMING CONCERNS
This Plan is for Fiscal Year 2016/17 and 2017/18 and will go into effect July 1, 2016.
RAMIFICATIONS OF NOT TAKING ACTION
The Public Affairs Office would continue to operate as status quo.
PRIOR COMMITTEE/BOARD ACTIONS
March 2015 - Received and filed the Public Affairs 2015/2016 Strategic Plan
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The elements in this Plan have been budgeted in 2016/17 and 2017/18 which
will be presented with the agency budget in May and June. Budget levels are similar to
2015/16 (Line item: Section 6, Page 11).
ATTACHMENT
The following attachment(s)is provided in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• July 2016 - June 2018 Public Affairs Strategic Plan (separate document)
• PowerPoint Presentation provided to Legislative and Public Affairs Committee
March 15, 2016
Page 2 of 2
i
Public Affairs Strategic Plan
July 2016 — June 2018 SAN
ORANGE COUNTY MUTATION DISTRICT
minutes
PER MONTH
Presenter: Jennifer Cabral —
Principal Public Affairs Specialist
March 15, 2016
Public Affairs Team
Jennifer Cabral, Principal Public Affairs Specialist
Rebecca Long, Senior Public Affairs Specialist
Kelly Newell, Public Affairs Specialist
Gregg Deterding, Graphics Coordinator
Cheryl Scott, Administrative Assistant
Tanya Chong, Senior Staff Analyst
Daisy Covarrubias, Senior Staff Analyst 14
Public Affairs : What We Do
Pipeline Legislative & Grants
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Educational Outreach
Community Meeting
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Media Relations
{ Community Relations
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minutes
Branding & Messaging 10
PER MONTH
External Communications
2015 =2016 Highlights To -Date
Community Education Community Relations
8 Community Events 29 Notifications
16 Speaking Engagements 4 Community Meetings
133 Tours
1,200 Sewer Science Participants Internal Communications
Reaching over 5,000 people 167 Publications
Industry Experts Media/Social Relations
11 Agency Awards 200 social media posts reaching over
Hosted State of the District 21,000 people
Published 15 News Releases with over
Grants 500 articles mentioning OCSD
2 Grants Received 40 Website Posts.
Totaling $1.4 million
Legislative
40 bills Tracked and Analyzed
11 Federal Positions
6 State Positions
Internal & External
Communications
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Community Events
OC Eco Challenge at Angel Stadium
Fountain Valley SummerFest
Fountain Valley— Courreges & Fulton Science Night
Fullerton STEM High School Science Night
4 : Huntington Beach Green Expo 11
Irvine Korean Festival
Costa Mesa Green Coast Day Children's Water Festival
Coast Keeper Panelist— Orange and Costa Mesa Los Alamitos Wings, Wheels & Rotors
Newport Beach Green Expo Seal Beach Leisure World Community Expo
OC Science and Engineering Fair
OC Public Works Day
- 1JL
Coastal Clean Up Day
Placentia Heritage Festival & Parade
Tustin Chili Cook-Off _
La Habra Corn Festival
i 1
La Palma Event
Capital Project and Maintenance
Outreach
Community Meeting • Construction hotline
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• Notifications ( mailers,
emails, website updates,
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• Community meetings
and presentations
Traditional & Social Media
Relations
• OCSD News Alerts
• Continue to build local media w"
relationships
OCSewers
• Issue press releases YDu
• Identify subject matter experts i
for media interviews
OC Sewers
• Daily posts to social media
accounts E)
• Increase number of followers @OCSewers
and expand our reach
Our Focus for
2016 - 2018
• Employee communications
• Local government affairs
• Evaluation of MD tours
• Grant application and coordination
Be Social
Connect with Us !
You
@ocsewers
Please visit our website www. ocsd . com
ITEM NO. 14
MINUTES OF THE
STEERING COMMITTEE
Orange County Sanitation District
Wednesday, February 24, 2016 at 5:00 p.m.
A regular meeting of the Steering Committee of the Orange County Sanitation
District was called to order by Chair Nielsen on Wednesday, February 24, 2016 at
5:02 p.m. in the Administration Building of the Orange County Sanitation District.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Nielsen, Chair Jim Herberg, General Manager
Greg Sebourn, Vice-Chair Bob Ghirelli, Assistant General Manager
Keith Curry, Administration Committee Nick Arhontes, Director of Facility
Chair Support Services
John Withers, Operations Committee Celia Chandler, Director of Human
Chair Resources
Tom Beamish, Member-At-Large Rob Thompson, Director of Engineering
Lucille Kring, Member-At-Large Ed Torres, Director of Operations &
David Shawver, Member-At-Large Maintenance
Lorenzo Tyner, Director of Finance &
COMMITTEE MEMBERS ABSENT: Administrative Services
None Kelly A. Lore, Clerk of the Board
Jennifer Cabral
Jim Colston
Ann Crafton
Norbert Gaia
Al Garcia
Tina Knapp
Mark Manzo
OTHERS PRESENT:
Brad Hogin, General Counsel
PUBLIC COMMENTS:
No public comments were provided.
REPORTS
Chair Nielsen provided an update from the recent Legislative and Public Affairs
Committee meeting including: collateral material design concepts toward a resource
recovery agency; AB 2022 (Gordon) bottling recycled water for educational purposes;
02/24/2016 Steering Committee Minutes Page 1 d3
$1 million in Prop. 84 funding received for the Newhope-Placentia project; grant
applications through Prop. 1 funding; and possible dates for legislative lobby visits to
Sacramento and Washington D.C.
General Manager Jim Herberg provided information regarding: OCTA proposed
widening of the 405 freeway, the affects to OCSD; and the draft agreement currently
being negotiated.
Mr. Herberg announced that nominations for the Honor Walk Program are being
sought for past employees and past Board members. Nomination forms were
distributed and should be returned by March 16; final approval will be April 27 at the
Steering Committee meeting; and the ceremony will be held on May 25.
He then announced recent awards received by OCSD including: Two honor awards
from AAEES for: Research for Critical Assessment of Process Odorants and
Environmental Sustainability for our Central Generation Emissions Control Project;
and two awards for the GWRS Initial Expansion: Water/Wastewater Project of the
Year from ASCE and Engineering Project Achievement from AEC.
Mr. Herberg informed the Committee of the projected timeline for the new two-year
budget process.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
January 27, 2016 Regular Steering Committee Meeting.
AYES: Beamish; Curry; Kring; Nielsen; Sebourn Shawver and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: None
NON-CONSENT CALENDAR:
Chair Nielsen spoke in regards to Item No. 2. He stated that the Ad Hoc Committee
(Chair Nielsen, Vice-Chair Sebourn, and Director Curry) convened on
February 19, 2016; interviewed the four firms listed; and unanimously selected
Liebert, Cassidy and Whitmore to serve as the Chief Negotiator. Chair Nielsen
recommended the following alternate recommendation:
02/24/2016 Steering Committee Minutes Page 2 of 3
2. LABOR RELATIONS - CONTRACT NEGOTIATIONS (Celia Chandler)
MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of
Directors to: o. thn. .,. the RAAFd G-hAiF to A ...a.. AI agFeeFReAt With the
Execute an agreement with Liebert, Cassidy & Whitmore, at a cost not to
exceed $100,000, to serve as OCSD's Chief Negotiator as selected by the Ad
Hoc Committee.
INFORMATION ITEMS:
3. ALTERNATIVE APPROACHES TO INTEGRATED REGIONAL WATER
MANAGEMENT (Bob Ghirelli)
Chair Nielsen provided information regarding a proposal by several agencies
within Orange County to meet with SAWPA to discuss changes in the future
approval and distribution of Proposition 1 and Proposition 84 water bond funds.
Chair Nielsen stated that the interaction with SAWPA will be done in a collegial,
cooperative fashion, in line with the positive working relationship we have with
them.
CLOSED SESSION:
General Counsel Brad Hogin announced that there will be no closed session this
evening.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Director Withers suggested a possible meet and greet between our Board Chair and
the newly appointed Chair of OCTA Board of Directors, Lori Donchak.
ADJOURNMENT:
The Chair declared the meeting adjourned at 5:23 p.m. to the next Steering
Committee meeting to be held on Wednesday, March 23, 2016 at 5:00 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
02/24/2016 Steering Committee Minutes Page 3 of 3
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
ICS Incident Command System
IERP Integrated Emergency Control Plan
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
GOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
Glossary of Terms and Abbreviations
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or
near the seabed, also know as the benthic zone.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
Certificate of Participation (COP) —A type of financing where an investor purchases a share of the
lease revenues of a program rather than the bond being secured by those revenues.
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
ICS Incident Command System
IERP Integrated Emergency Control Plan
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
GOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
PCSA Professional Consultant Services Agreement
POTW Publicly Owned Treatment Works
ppm Parts per million
PSA Professional Services Agreement
RFP Request For Proposal
Glossary of Terms and Abbreviations
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
SAW PA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Benthos — The community of organisms, such as sea stars, worms and shrimp, which live on, in, or
near the seabed, also know as the benthic zone.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
Glossary of Terms and Abbreviations
Certificate of Participation (COP) -A type of financing where an investor purchases a share of the
lease revenues of a program rather than the bond being secured by those revenues.
Contaminants of Potential Concern (CPC) - Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (D!f) - the dilution at which the majority of the people detect the odor
becomes the D(f for that air sample.
Greenhouse gases - In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect").
Groundwater Replenishment (GWR) System - A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)-Goals to support environmental and public expectations for performance.
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.
Glossary of Terms and Abbreviations
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.