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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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.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. 0 312 3/2 01 6 OCSD Board of Directors Agenda Page 2 of 6 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 �OJNjy SANII'gTjQy Q ? ¢ c, o � Fcl�N FIE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 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 1 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". 2 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). 3 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. 4 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 5 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: 6 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. 7 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. 9 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 a Na. 8086 N 0 1'M N� JAMES 0. STEINES, P.L.S. 6086 9�0F CALIFOP�\P NOVEMBER 18, 2015 J.N. 2042 478701 @VROMffSQW2 4 7 8 7 0118VRVEY EGA6RRE PROPERTY TO CCCD 2M51118.DOC 1 OF 1 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 a No.BOBS t o JAMES O. STEINE S, P.L.S. 6086 TA q ��P NOVEMBER 18, 2015 �OF CAof J.N. 2042 478701 V-AROR=W'4]8]01SNNEWEGM THE PROPERTY TO CCCO 201511 MOOT 1 OF 1 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 O� � Gap 4S � I 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 No.6088 D ®Ll Stantec N� P 38 TECHNOLOGY DRIVE,SUITE 100 JAMES O. STEINES, P.L.S. GOBG 9TFOp Q� 949.923.6000 18 CAL1fO IRVINE,CA9 stanteccom V..\PROJECTS\2042 4 78 701\drawing\exhibiLRles\478701V-MX701O.OWG J.N. 2042 478701 1 DATE, 11/18/15 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 ^ . y JAMES 0. STEINES, P.L.S. 6086 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� J 4Or 0 62 0^ h P.O.B. 'P'7 qs4 4 O 04° 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� Y N { a No.6086 p * a N� ® Stantec 9�O'PCALIFOP�P 38 TECHNOLOGY DRIVE,SURE 100 IRVINE,CA 92618 JAMES O. STONES, P.L.S. GO8G 949.923.6000 stantec.com V..\PROJECTS\2 0 424 78 70 1\drawing\"hibiLfiles\478701V—MX7011.OWG J.N. 2042 478701 f DATE: 11/18/15 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 llo.60B8 p # 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 a No.6086 N o Stantec N P �w 9�FOF CAI.1FpP�\ 38 TECHNOLOGY DRIVE,SUITE 100 JAMES O. STEINES, P.L.S. GOBG 949.923.6000 18 IRVINE,CA 9 stanfec.com V:\PROJECTS\2042478701\drawing\exhibiLliles\478701V—MX7012.OWG J.N. 2042 478701 F DATE: 11/18/15 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 4G�y�0�S O STF7i�< 9 sm 6066 * ® Stantec 38^� *Tqr OQ�� RVINE,COLLO6GYY 18 DRIVE,SUITE 100 JAMES O. STONES, P.L.S. GOBG FOF GP��F 949.923.6000 sianfec.com V.-\PROJECTS\20424 78 70 1\drawing\"hibiLriiles\478701V-MX70 WG J.N. 2042 478701 1 DATE- 11/18/15 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 a No.6086 N O a Stantec p TECH NO LOGY DRIVE,SUITE 100 °F CALIF° IR ,CA 92616 949.92 JAMES O. STEINES, P.L.S. GOBG 949.923.6000 stanlec.com V..\PROJECTS\20 42 4 76 701\drawing\enhibiL_Oles\476701V—MX7011.DWG J.N. 2042 475701 1 DATE- 11/18/15 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 N A JAMES 0. STEINES, P.L.S. 6086 9 P rFOF CALIFO NOVEMBER 18, 2015 J.N. 2042 478701 V IPROIECfS@ N7EMI15ORVEY KA"OCSO CLEA CE EASEL4 20151116.DOC 1 OF 2 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 / LOT 9 I M.M. 41 / Ill / V LOT 10 / 3 da I SCALE: 1" = 40' IV /' 23 01 I LOT 11 s� A LOT 12 72 / PaRC m EL/ h w / 10 1 ,o%� 4 Cl 402, P.O.B. 1 Ra7 yS 4 �52\b4Qq�, aa aa�, MM 4 OT G7 � � s 4 >z�cb7634a S,46 a `OT GO T \ 04ST N/ A \ \~)- LOT G7 OR. \` \ NO CURVE TABLE NO. RADIUS I DELTA I LENGTH \ O7 1 1950.00' 1 OV57'21" I GG.SG' ONAL lgiyO \ 9 a No.6086 N O S- N� ® Stantec LL1, 9TF ASP 38 TECHNOLOGY DRIVE,SURE 100 OFP JAMES O. STEMS. P.L.S. GOBG CAUVO IRVINE,CA 92618949.923.6000 sfanfec.com V.•\PROJECTS\2042478701\drawing\exhibiLfiles\478701V—MX7012.DWG J.N. 2042 4757O1 F DATE, 11/15/15 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 °FCAL%f J.N. 2042 478701 vvaoiecraua.ne:m"suxvcwron�nicccu ncc[ss anarsnn•.ar_mia iix.uoc 1 OF 2 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 M.M. 41 / 11 a P•M.B. g9 I i I Z G LOT 10 SCALE: 1" = 4O' D !y kv z34507. LOT 11 N 4 Q.,en• A �" / �,� 721Q 3 PARCEL P.O.B. / T 63 SOT 0 62 a COT 67 wFs T <>z�� Cpgs T LINE TABLE y/Ghw SEO'Y LOR. NO. BEARING DISTANCE \r LOT Gl Ll N2T37'34"E G.0O' \ \ h CURVE TABLE NO. RADIUS DELTA LENGTH \ Cl 19 O 5D.O ' OO'35'1G" 20.00' O2 90.00' 2325'52" 36.5 7' SSYONAL/'1N Fi ` ® Sta ntec SL 38 9 a R INE,CA TECHNOLOGY DRIVE,SUITE 100 JAMES O. STEINES, P.L.S. 6O8G C'ALIFOP 949.923.6000 sfanfec.com V..-\PROJECTS\20 42 4 78 70 1\drawing\exhibiL_81es\478701V-MN7013.0 J.N. 2042. 478701 1 DATE: 11/18/15 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 Page 3 of 3 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 1 of 26 A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report(GBR), if attached as a Contract Document I. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans H. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR's Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 2 of 26 specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 3 of 26 discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION—2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 4 of 26 SECTION-3 PROJECT The Project is described as: PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 5 of 26 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". C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 6 of 26 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." C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 7 of 26 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 8 of 26 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." C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 9 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 10 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 11 of 26 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). C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 12 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 13 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 14 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 15 of 26 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; C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 16 of 26 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 17 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 18 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 19 of 26 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 20 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 21 of 26 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 22 of 26 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 23 of 26 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. C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 24 of 26 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 25 of 26 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 C-CA-121914 PROJECT NO. FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 26 of 26 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. C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 2 of 8 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. C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 3 of 8 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 C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 4 of 8 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; C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 5 of 8 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 6 of 8 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 C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 7 of 8 ATTACHMENT SCHEDULE OF PRICES See next page for Bid Submittal Forms (Jamison Engineering Contractors, Inc.) BF-14 Schedule of Prices, Page 1 -2 C-EXA-080414 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 CONFORMED Page 8 of 8 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 PROJECT NO.FE14-04 PRIMARY INFLUENT CHANNELS REPAIR AT PLANT 1 Page 1 of 2 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 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 6 of 18 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. PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 7 of 18 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 PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 8 of 18 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, PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 9 of 18 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 PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 10 of 18 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. PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 11 of 18 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 PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 12 of 18 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. PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 13 of 18 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. PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 14 of 18 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. PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 15 of 18 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. PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 16 of 18 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. PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 17 of 18 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 PCSA PROJECT NO. 2-72 Revised 052715 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT Page 18 of 18 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 Page 2 of 4 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. PSA CONTRACT NO. PSA-2015-100 01/27/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 1 of 19 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 PSA CONTRACT NO. PSA-2015-100 01w/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 2 of 19 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. PSA CONTRACT NO. PSA-2015-100 01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 3 of 19 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. PSA CONTRACT NO. PSA-2015-100 01/27n5 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 4 of 19 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, PSA CONTRACT NO. PSA-2015-100 01/27n5 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 5 of 19 ("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 PSA CONTRACT NO. PSA-2015-100 01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 6 of 19 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 PSA CONTRACT NO. PSA-2015-100 01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 7 of 19 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. PSA CONTRACT NO. PSA-2015-100 01/27115 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 8 of 19 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 PSA CONTRACT NO. PSA-2015-100 01/27n5 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 9 of 19 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. PSA CONTRACT NO. PSA-2015-100 01/27/15 SUPPLEMENTAL ENGINEERING AND SUPPORT STAFF SERVICES Page 10 of 19 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 — $11.7 million contract amount — Max staffing level — 18 positions Past Staff Augmentation Expenditures 18 16 ■ IPMC ■ Jacobs 14 12 L Q) 10 c 8 C 6 4 2 0 03\°� o°�°� o�,�o� o° � 4ZA°O ZAP cortil ti°�tiy titilti� tiV$ 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 o00 o� do titi titi ti3 ti° tih ti� ti� tiw ti� do titi titi ti� yV 'VA, v y0' tio' by titi 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. P1571Y%M,�S Ur, m 9-km 5 I 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 owr ewe. .u.cx.w Educational Outreach Community Meeting Internal Communications Media Relations { Community Relations F ORANGE MUM SANITATION DISTRICT 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 -u Plpellnel = thedigester n i 'IYSIOF 1e6 - - ORANGE COUNTY SANITATION DISTRICT • minutes ,_. PER MONTH `aU °K ' Itl e�l�iill�� t �� • � � �jr I .. 1 � 4 4f , v 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 p6n:Ma"wa a-�IM»e:PGw�n»m.",°e""nlww�iW�n W L•YM�M. xe.poM1,nir.Cvnl'�irc n namtt to�n az eiM+s f�w me with 24/7 community W�m RUNA:L�g939016 BPR-T]IIPR Lcwuon: ClM1piupFGUM4NeY.}gfen@nryl Wry,iuPin,G 9}]W XY�]LTl>afl5rsvroa W.tw:..Mneran.mesv wmvvfigWM liaison availability • Notifications ( mailers, emails, website updates, Project mber2014- Phase1of2 social media postings) September 2014- May e 1 o • 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.