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HomeMy WebLinkAbout05-25-2016 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, May 25, 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 (Ellery Deaton, City of Seal Beach) 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: Employee Service Awards 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. ELECTIONS: 1. NOMINATIONS FOR CHAIR AND VICE CHAIR OF BOARD OF DIRECTORS (Clerk of the Board) A. Open nominations for Chair of the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). B. Open nominations for Vice Chair of the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). 0 512 5/2 01 6 OCSD Board of Directors Agenda Page 1 of 7 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 2. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the regular Board of Directors Meeting held on April 27, 2016. 3. EXTENSION OF ALTERNATE DISTRICT ENGINEER AGREEMENT WITH COSTA MESA SANITARY DISTRICT (Rob Thompson) RECOMMENDATION: Authorize the Orange County Sanitation District to extend a lending agreement to contract an Orange County Sanitation District Engineer as Alternate District Engineer to the Costa Mesa Sanitary District, on an as-needed basis from May 25, 2016 through May 24, 2017. RECEIVE AND FILE: These items require no action;and without objection, will be so ordered by the Board Chair. 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF APRIL 2016 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of April 2016. 5. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following standing committees: A. Operations Committee meeting of April 6, 2016 B. Administration Committee meeting of April 13, 2016 C. Legislative and Public Affairs Committee meeting of April 11, 2016 D. Steering Committee meeting of April 27, 2016 OPERATIONS COMMITTEE: 6. CONTRACT FOR HYDROGEN PEROXIDE, SPECIFICATION NO. C-2016-752BD (Ed Torres) RECOMMENDATION: A. Award a contract to U.S. Peroxide, LLC dba USP Technologies for the purchase of Hydrogen Peroxide, Specification No. C-2016-752BD, for the 0 512 5/2 01 6 OCSD Boats of Directors Agenda Page 2 of period July 1, 2016 through June 30,2017 for a unit price of$1.88 per gallon delivered, plus applicable sales tax, for a total estimated annual cost of $1,020,000 with four one-year renewal options; and B. Approve a unit price contingency of 10%. 7. ENVIRONMENTAL COMPLIANCE REPORTS (Bob Ghirelli) RECOMMENDATION: Receive and file environmental compliance reports: Biosolids Management Compliance Report 2015; Semi-Annual Pretreatment Program Report Fiscal Year 2015/2016 July-December; Annual Greenhouse Gas Emissions Report 2015; and Annual Emission Report 2015. 8. BIOGAS SCRUBBING PROCESS IMPROVEMENT (Rob Thompson) RECOMMENDATION: Authorize staff to negotiate a Sole Source Contract with Carollo Engineers, Inc.fora large-scale pilot testing of a biogas scrubbing process. 9. SURVEYING SERVICES (Dean Fisher) RECOMMENDATION: Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant Projects, PSA2016-002,for a three-year period effective June 1, 2016, for an amount not to exceed $200,000 per individual agreement ($800,000 total)with the following four firms: • Stantec Consulting Services, Inc. • D. Woolley and Associates, Inc. • Michael Baker International • Bush and Associates, Inc. ADMINISTRATION COMMITTEE: 10. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF (Bob Ghirelli) RECOMMENDATION: Adopt Resolution No. OCSD 16-08 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, the Assistant General Manager, or the Director of Operations and Maintenance 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 16-05." 0 512 5/2 01 6 OCSD Board of Directors Agenda Page 3 of 7 11. CONSOLIDATED FINANCIAL REPORT 3RD QUARTER ENDING MARCH 31, 2016 (Lorenzo Tyner) RECOMMENDATION: Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2016. 12. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner) RECOMMENDATION: Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2016 — March 31, 2016. 13. COOPERATIVE PROCUREMENT WITH THE U.S. GENERAL SERVICES AGREEMENT (GSA) (Lorenzo Tyner) RECOMMENDATION: Approve purchases of information technology hardware, software, services, and licensing & maintenance agreements using the U.S. General Services Agreement(GSA) IT Schedule 70 through the contract expiration date, December 31, 2019, for a total amount not to exceed $2,500,000, in accordance with OCSD Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. 14. 2016 BENEFITS PROGRAM (Celia Chandler) RECOMMENDATION: A. Approve funds to make payments to the healthcare and welfare insurance vendors listed on the following table for the months of July 2016 through December 2016, at which time all benefits will be aligned with the calendar year. No. Vendor Plan T Not To Exceed 1 Em to ee Benefit Specialists EBS Medical, Dental,Vision, Employee Assistance Program $ 5,650,000 2 Prudential Basic Life, short-and Long-Tenn Disability $ 310,000 3 Them: Executive Disability $ 15,000 TOTAL E 5,975,000 B. Authorize pre-payment for the July 2016 EBS invoice prior to July 1, 2016 to comply with vendor requirement of payment one month in advance; and C. Authorize reallocation in the already approved amount of$115,000 from the FY 2015/16 EBS line item to the Prudential line item. OS 5/2016 OCSD Board of Directors Agenda Page 4 of 7 15. 2016-17 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) RECOMMENDATION: Approve not-to-exceed numbers as follows, with the understanding that the Orange County Sanitation District's insurance broker will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies: 1. Excess liability insurance - $460,506. 2. Excess workers compensation insurance -a rate of$0.332 per$100 of payroll (estimated premium at$218,000). 3. Property and Boiler& Machinery combined - $725.595. 4. Earthquake insurance - $81,131. NON-CONSENT CALENDAR: 16. EXTEND STATED EFFECTIVE PERIOD OF LOCAL SEWER SERVICE CHARGES IN AREA 7 AND AUTHORIZE SUCH CHARGES TO BE COLLECTED ON THE COUNTY TAX ROLL (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 16-09, entitled: A Resolution of the Board of Directors of the Orange County Sanitation District Directing the County Tax Collector-Treasurer to include Local Sanitary Sewer Service Charges on the Tax Roll for Fiscal Year 2016-2017, and for Each Fiscal Year Thereafter Unless Otherwise Amended by the Board. 17. AMENDMENT NO. 3, FOR THE OVERHAUL OF CENTRAL GENERATION ENGINE NO. 1 (P1) (Ed Torres) RECOMMENDATION: A. Approve Amendment No. 3 to the Contract with NRG Energy Services, LLC to complete the overhaul of Plant No. 1 Central Generation Engine No. 3, P0105280-OB, for the period January 1, 2016 through December 31, 2016 for an additional amount of $777,479.16, for a total amount not to exceed $1,079,652.32; and B. Approve an Additional Contingency of$77,747 (10%). AB 1234 REPORTS: OS 5/2016 OCSD Board of Directors Agenda Page 5 of 7 INFORMATION ITEMS: None. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potentiallifigation,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. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH LEGAL COUNSEL RE. EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Name of Case: Caravetta v. Orange County Sanitation District, Orange County Superior Court, Case No. 30-2016-008326:31-CU-OR-CJC 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 June 22, 2016 at 6:00 p.m. 05@5/2016 OCSD Board of Directors Agenda Page 6 of Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda 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. Aoenda 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 kloreCcdocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbent0ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghimIIi(alocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosonaocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(&ocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Ityner[cDocsd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandlerfdocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 05/ 5/2016 OCSD Board of Directors Agenda Page 7 of 7 BOARD OF DIRECTORS Meeting Date TOBd.Of Dir. -- 05/25/16 AGENDA REPORT ItemNumber IemNumber t Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: NOMINATIONS FOR CHAIR AND VICE CHAIR OF BOARD OF DIRECTORS GENERAL MANAGER'S RECOMMENDATION A. Open nominations for Chair of the Board of Directors (Election to be held at the regular June Board Meeting unless only one candidate is nominated). B. Open nominations for Vice Chair of the Board of Directors (Election to be held at the regular June Board Meeting unless only one candidate is nominated). BACKGROUND As provided in the Board's Rules of Procedures, nominations for the Chair and Vice Chair are made at the regular May meeting, and the election will take place at the June meeting. The following is an excerpt from the current Rules of Procedures relative to the election of the Chair and Vice Chair for the Board of Directors of Orange County Sanitation District: "G. Chairperson and Vice Chairperson of the Board. A Chairperson and Vice Chairperson of the Board shall be elected by a majority vote of Directors at the regular meeting in June of each year, and will assume office July 1st. The nominations for Chairperson and Vice Chairperson shall be made at the regular Board meeting in May of each year. Any person nominated for Chairperson shall be deemed to be nominated for Vice Chairperson in the event the person is not elected as Chairperson. Thereafter, the nominees shall prepare a statement setting forth their qualifications for the office sought. The statements shall be mailed to members of the Board of Directors with the Agenda and other meeting material for the June regular meeting. If only one individual is nominated for Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Chairperson, no election shall be held in June, and the individual shall assume office July 1a'. If only one individual is nominated for Vice Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Vice Chairperson, no election shall be held in June, and the individual shall assume office July 1st. The Chairperson and Vice Chairperson shall serve at the pleasure of a majority of the Directors. In the event the office of Chairperson becomes vacant due to resignation or retirement of the incumbent prior to the expiration of the regular term, the Vice Page 1 of 2 Chairperson shall automatically succeed to the office of the Chairperson and shall continue to serve through the remainder of the regular term unless sooner removed by action of a majority of the Directors. In the event the office of Vice Chairperson becomes vacant prior to the expiration of the regular term, nominations and the election of a Director to serve in that capacity shall be conducted at the next regular Board meeting. The person so elected shall serve the balance of the regularly-scheduled term unless sooner removed as a result of action by a majority of the Directors. The Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Chairperson. The Vice Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Vice Chairperson." RELEVANT STANDARDS • Resolution OCSD 15-27 Rules of Procedure for the Conduct of Business of the District • Comply with transparency and communication requirements, including the Brown Act ATTACHMENTS N/A Page 2 of 2 ITEM NO. 2 Orange County Sanitation District MINUTES BOARD MEETING April 27, 2016 �OJNjy SANII'gTjQy Q ? ¢ c, o � Fcl�N FIE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 412 712 01 6 Minutes of Board Meeting Page 1 of 12 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was held on April 27, 2016, at 6:04 p.m., in the Administration Building. Director Sal Tinajero 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 X Joy Neugebauer Al Krippner X James M. Ferryman Bob Ooten Steven Jones X Kris Beard Jim Katapodis X Erik Peterson X Robert Kiley Michael Beverage X Peter Kim Michele Steggell X Lucille Kring Jordan Brandman A 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 Virginia Vaughn X Teresa Smith Mark Murphy X Michelle Steel Shawn Nelson X Sal Tinajero David Benavides X Chad Wanke Constance Underhill X 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; Kelly Lore, Clerk of the Board; Marc Brown; Jennifer Cabral; Don Cutler; Mark Dorman; Mark Esquer; Dean Fisher; Norbert Gaia; Al Garcia; Tina Knapp; Randy Kleinman; Mark Manzo; and Jeff Mohr; Andrew Nau; Tiffany Nguyen; Dave Phillips and Paula Zeller. 04/27/2016 Minutes of Board Meeting Page 2 of 12 OTHERS PRESENT: Brad Hogin (General Counsel); Bob Dolan (Alternate Director CMSD); Laura Kalty, Liebert Cassidy Whitmore; James P. Finete, Savage Finete, APLC; Jeffrey Sigel, Armstrong & Sigel, LLP; Jay Humphrey; Rich ten Bosch, Black & Veatch; and Doug Davert, EOCWD. PUBLIC COMMENTS: Doug Davert, East Orange County Water District(EOCWD)spoke in regards to the recent LAFCO approval of the Local Sewer Transfer of Area 7 from OCSD to EOCWD. Kevin Nelson, Founder, Nature Commission expressed concern regarding the Environmental Impact Report published for the Southwest Costa Mesa Trunk Project 6-19 and the Talbert Nature Preserve. SPECIAL PRESENTATIONS: Chair Nielsen called upon Director of Engineering Rob Thompson who provided an Employee Service Award to Dean Fisher, Engineering Manager—Division 760 (25 years) REPORTS: Chair Nielsen provided a Legislative update which included: recent and upcoming community outreach efforts; community kick-off meeting for Newhope/Placentia project; highlights from the recent trip to Washington DC and stated that General Manager, Jim Herberg testified before the U.S. House of Representatives, House Committee on Natural Resources regarding H.R. 2993. Chair Nielsen announced that earlier tonight, the Steering Committee approved three brick recipients for this year's Honor Walk Celebration which will be held May 25, 2016 at 4:00 p.m. Two former employees: Blake Anderson and Mary Sue Thompson and former Board Chair, Troy Edgar, will be honored. Chair Nielsen stated that on January 27t", our Board approved a joint resolution with OCW D to support the Metropolitan Water District of Southern California's effort to develop a Groundwater Replenishment System type project with Los Angeles County Sanitation District, and asked the Directors to sign a large version of that Resolution which will be displayed at the various agencies. General Manager Jim Herberg introduced Laura Kalty, Liebert Cassidy Whitmore, who will serve as the Labor Negotiator for the District. 04/27/2016 Minutes of Board Meeting Page 3 of 12 CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the corrected minutes of the Regular Board of Directors Meeting held on March 23, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: Nagel ABSENT: Mills; Parker and T. Smith 2. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF MARCH 2O16 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the report of the Investment Transactions for the month of March 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 3. GEOTECHNICAL TESTING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve Amendment No. 1 to the Professional Services Agreement PSA2013-001, with AMEC Environment & Infrastructure, Inc. (AMEC) to provide on-call Materials Testing, Inspection, and Geotechnical Testing Services for Collection System and Treatment Plant projects,for an amount not to exceed $25,000, increasing the total contract amount not to exceed $225,000. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 04/27/2016 Minutes of Board Meeting Page 4 of 12 OPERATIONS COMMITTEE: Committee Chair Withers announced that Item 8 will be removed from consideration. 4. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the regular Operations Committee Meeting held on April 6, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: Nagel ABSENT: Mills; Parker and T. Smith 5. CONTRACT AWARDS FOR FERRIC CHLORIDE PURCHASE (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Award an agreement with Pencco, Inc. for the purchase of liquid ferric chloride, Specification No. C-2016-755BD, for the period of July 1, 2016 through June 30, 2017, for a unit price of$377 per dry ton delivered, for an estimated annual amount of$1,131,000 (plus applicable sales tax)with four (4) one-year renewal options; B. Award an agreement with Kemira Water Solutions, Inc. for the purchase of liquid ferric chloride, Specification No. C-2016-755BD, for the period of July 1, 2016 through June 30, 2017, for a unit price of $417 per dry ton delivered, for an estimated annual amount of $1,251,000 (plus applicable sales tax) with four(4) one-year renewal options; and C. Approve a unit price contingency of 10% per agreement. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 6. SEWER LINE CLEANING FOR CITY OF TUSTIN AND UNINCORPORATED COUNTY PROPERTY (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: Approve Amendment No. 3 to extend the contract term with Performance Pipeline Technologies for the cleaning services of approximately 90 miles of Area 7 sewer pipelines and manholes,for an additional six-month period, beginning July 1, 2016 through December 31, 2016, 04/27/2016 Minutes of Board Meeting Page 5 of 12 with one additional 6-month renewal option, for an additional amount of$202,204, increasing the total amount not-to-exceed $404,408. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 7. COATING INSPECTION AND CORROSION TESTING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve Professional Services Agreements to provide on-call Coating Inspection, Confined-Space Entry Services, and other Corrosion Testing Services for Collection System and Treatment Plant projects, PSA2016-001, for a three-year period effective May 1, 2016, for an amount not to exceed $200,000 per individual agreement ($800,000 total)with the following four firms: • Corrpro Companies, Inc. • CSI Services, Inc. • Diversified Project Services International, Inc. (DPSI) • On-Site Technical Services, Inc. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith Item No_ 8 removed from consideration R. SURVEYING SERVICES (Dean FisheF) RFC_QAnnnonlnnTIQNi Appirave oicafess anal o :Ges n...,.,... ents top vide a Gall Survey Sere ces for CoileGti , System and Treatment Plant Projects, e*oeed $200,000 per nd v dual agFeement ($800,000 total) with the follow ng fou fiKHiS • StaRteo GGIRsulting SeFvioes, Ino. • n fnf,...h... .....1 n�......�ates I.,.. le.. 04/27/2016 Minutes of Board Meeting Page 6 of 12 9. GEOTECHNICAL TESTING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2016-003, for a three-year period effective May 1, 2016, for an amount not to exceed $300,000 per individual agreement ($900,000 total)with the following three firms: Ninyo and Moore • Sequoia Consultants, Inc. • Koury Engineering and Testing, Inc. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 10. BIOSOLIDS HAULING SERVICE CONTRACT AWARD (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract with Denali Water Solutions to haul Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and/or Treatment Plant No. 2 to Orange County Waste and Recycling's Prima Deshecha landfill and the Inland Empire Regional Compost Facility for a period of one year from the execution date of the contract, for the unit price of $8.96 per ton of biosolids and $ 14.99 per ton of biosolids coupled with fuel surcharges, at an amount not to exceed $600,000 per year with four (4) one-year renewal options; and B. Approve a (10%) unit price contingency. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 04 7/2016 Minutes of Board Meeting Page 7 of 12 11. ANNUAL MARINE MONITORING REPORT (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the 2014-15 Marine Monitoring Annual Report. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 12. JOINT POWERS AGREEMENT, SOUTHERN CALIFORNIA COASTAL WATER RESEARCH PROJECT AUTHORITY (SCCWRP) (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: A. Adopt Resolution No. OCSD 16-06 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District, approving the Ninth Amended Joint Powers Agreement confirming the creation of the agency known as Southern California Coastal Water Research Project Authority (SCCWRP), providing for continuation of SCCWRP for four years from July 1, 2017 through June 30, 2021"; and B. Approve annual funding in the amount of $425,000 for FY 2017/18, $450,000 for FY 2018/19, $475,000 for FY 2019/20 and $500,000 for FY 2020/21. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 13. SARI ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Consider, receive, and file the Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program for the SARI Rock Stabilizers Removal, Project No. 2-41-8, prepared by Michael Baker International; and B. Adopt Resolution No. OCSD 16-07, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District adopting the Mitigated Negative Declaration for the Santa Ana River Interceptor Rock Removal, Project No. 241-8; Adopting a mitigation monitoring and reporting program; 04/27/2016 Minutes of Board Meeting Page 8 of 12 an approving the Santa Ana River Interceptor Rock Removal, Project No. 2-41-8." AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith ADMINISTRATION COMMITTEE: 14. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the regular Administration Committee Meeting held on April 13, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 15. PIPELINE CONDITION ASSESSMENT AND CLOSED CIRCUIT TELEVISION (CCTV) DATA SOFTWARE AND RELATED SERVICES (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a purchase order contract to Innovyze, Inc. for pipeline condition assessment and CCTV data software and related services per Specification No. S-2015-73513D, for an amount not to exceed $152,800; B. Authorize the purchase of an annual maintenance contract with four (4) annual renewals at$18,000 per year for a total of$72,000; and C. Approve a contingency of $17,080 per renewal period for software and related services for annual maintenance. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 04 7/2016 Minutes of Board Meeting Page 9 of 12 16. COOPERATIVE PROCUREMENT WITH U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Authorize purchases of information technology products, services, and solutions using the County of Fairfax, Virginia contract number #4400006644 with Insight Public Sector available through U.S. Communities Government Purchasing Alliance, for the period May 1, 2016 though, April 30, 2019, for a total amount not to exceed $800,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 17. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the regular Legislative and Public Affairs Committee Meeting held on April 11, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith STEERING COMMITTEE: 18. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the regular Steering Committee Meeting held on March 23, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith 04 7/2016 Minutes of Board Meeting Page 10 of 12 GWRS STEERING COMMITTEE: 19. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the minutes of the Groundwater Replenishment System Steering Committee Meeting held on January 11, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; Steel; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; Parker and T. Smith NON-CONSENT CALENDAR: None. AB 1234 REPORTS: Director Ferryman announced upcoming meetings dates for OCCOG on April 28, 2016 and NWRI on May 10, 2016. INFORMATION ITEMS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1): The Board convened in closed session at 6:31 p.m. to discuss two items. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. Director T. Smith arrived during Closed Session at 6:39 p.m. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:55 p.m. 04 7/2016 Minutes of Board Meeting Page 11 of 12 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel, Brad Hogin reported that the Board of Directors unanimously approved a Settlement Agreement and General Release in Case Nos. ADJ9729767 and ADJ7184921, Matthew Cetera v. OCSD. The documents will be made available in the office of the Clerk of the Board for public review. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Tinajero; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Mills; and Parker OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Choi invited everyone to the Irvine Korean Cultural Festival on Saturday, May 141h from 10:00 a.m. — 5:00 p.m. at Irvine Civic Center. ADJOURNMENT: At 6:57 p.m. Chair Nielsen adjourned the meeting until the Regular Board Meeting on May 25, 2016 at 6:00 p.m. Kelly A. Lore Clerk of the Board 04/27/2016 Minutes of Board Meeting Page 12 of 12 BOARD OF DIRECTORS Meeting Date TOBE.Or Dir. -- 05/25/16 AGENDA REPORT Item Item 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: EXTENSION OF ALTERNATE DISTRICT ENGINEER AGREEMENT WITH COSTA MESA SANITARY DISTRICT GENERAL MANAGER'S RECOMMENDATION Authorize the Orange County Sanitation District to extend a lending agreement to contract an Orange County Sanitation District Engineer as Alternate District Engineer to the Costa Mesa Sanitary District, on an as-needed basis from May 25, 2016 through May 24, 2017. BACKGROUND On March 25, 2015, the Orange County Sanitation District (Sanitation District) Board of Directors authorized the contract of a Sanitation District Engineer as the Alternate District Engineer to the Costa Mesa Sanitary District(CMSD)for a period of up to 12 months with the option to extend the agreement for an additional 12 months. During this 12-month agreement, a total of 12.25 hours of service were provided to CMSD. The resulting service was beneficial to both agencies and this agreement expired on March 26, 2016. Recently, CMSD requested another such contract providing part-time plan check services on a project basis. The Sanitation District's General Manager and CMSD's General Manager have consulted, and the contract extension is mutually supported. RELEVANT STANDARDS • Provide for professional growth, development • Maintain collaborative and cooperative relationships with neighboring agencies PROBLEM The current CMSD District Engineer, Rob Harriers, also provides professional consulting and design of sewer services for private development within the City of Costa Mesa. PROPOSED SOLUTION CMSD asked the Sanitation District to renew an employee lending agreement for the Sanitation District to provide the services of a Sanitation District engineer to CMSD for up to 12 months. There will be no repercussions to the Sanitation District if the agreement is not renewed, however CMSD will need to seek the services elsewhere. Page 1 of 2 TIMING CONCERNS CMSD has plan reviews designed by Rob Hamers currently awaiting review/approval. Private development will be delayed if the Sanitation District Board does not approve the employee lending agreement and CMSD needs to solicit professional engineering services elsewhere. RAMIFICATIONS OF NOT TAKING ACTION No impacts to the Sanitation District, however the CMSD sewer plan reviews will be delayed. PRIOR COMMITTEE/BOARD ACTIONS March 2015 -Approved Employee Lending Agreement. ADDITIONAL INFORMATION N/A CEQA This is not a project, therefore CEQA does not apply. FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Employee Lending Agreement RD:sa:gc Page 2 of 2 OCSD-CMSD Lending Agreement Page 1 of 5 EMPLOYEE LENDING AGREEMENT This Agreement is made this_ day of May 2016, by and between Orange County Sanitation District, a special district, (hereinafter, "OCSD") with Costa Mesa Sanitary District, a special district, (hereinafter, "CMSD"). A. CMSD is a special district formed under the Sanitary District Act of 1923 (Health & Safety Code §§ 6400 et seq.). The District boundaries encompass all of the City of Costa Mesa and portions of Newport Beach and unincorporated Orange County. The District provides wastewater collection and transmission to Orange County Sanitation District facilities for treatment and disposal; B. OCSD is a special district formed under the County Sanitation District Act of 1939 (Health & Safety Code §§4700 et seq.)that provides wastewater collection,treatment, and disposal services for central and northwest Orange County. C. CMSD and OCSD desire to enter into an agreement wherein OCSD will permit employee Rudy Davila,P.E("Alternate")to serve as Alternate District Engineer('Position")for CMSD on an as- needed basis for up to 12 months as a workforce development opportunity; D. The workforce development opportunity arrangement will provide a public benefit to both Parties as it will allow CMSD to provide ongoing sewer-related project design and approval when conflicts of interest exist with current CMSD employees as well as providing ongoing opportunities beneficial to OCSD and its employees;and E. The purpose of this Agreement is to set forth the terms and conditions governing the understanding between the Parties. THE PARTIES AGREE AS FOLLOWS: I. GENERAL TERMS A. This Agreement shall be effective for services performed by Alternate on behalf of CMSD from May 25,2016 through May 24,2017,unless terminated earlier as provided below. B. The beginning date and ending date of the Position shall be mutually agreed by the parties prior to the Alternate beginning in the Position. C. The Parties may mutually agree to extend the term of this Agreement for a subsequent 12 months. The General Manager for OCSD shall have authority to exercise the 12-month extension on behalf of OCSD. The General Manager of the CMSD shall have the authority to exercise the 12-month extension on behalf of CMSD. D. Either party may terminate this Agreement without cause for any reason at any time upon giving at least thirty(30)days prior written notice to the other party. Such notice shall state the termination date. The General Manager for OCSD shall have authority to terminate this Agreement on behalf of OCSD.The General Manager for the CMSD shall have the authority to terminate this Agreement on behalf of CMSD. 1155073.1 OCSD-CMSD Lending Agreement Page 2 of 5 E. Either Party may immediately terminate this Agreement for cause including,but not limited to,the failure of the other Party to satisfy its obligations under this Agreement. The General Manager for OCSD shall have authority to terminate this Agreement on behalf of OCSD.The General Manager of the CMSD shall have the authority to terminate this Agreement on behalf of CMSD. F. In the event of termination of this Agreement,Alternate shall immediately cease all activities in the Position. Additionally, any payments owed by either party to the other will immediately become due and outstanding. G. Both Parties agree not to subcontract, assign, or otherwise transfer the Agreement or any part of the services to be performed under this Agreement without prior written consent and approval from the other Party. H. The Alternate shall provide services to CMSD through the OCSD on a project-basis and shall be for all purposes, an independent contractor working through the OCSD to provide services to CMSD. No employment relationship between Alternate and CMSD is expressed or implied by this Agreement. H. CMSD'S RIGHTS AND RESPONSIBILITIES A. CMSD shall pay to OCSD based on the time worked by Alternate in the Position and at the rate of $70.00 per hour and any fraction thereof. Should the Alternate's pay structure at OCSD increase, CMSD agrees to engage in good faith discussions with OCSD to adjust the above pay rate to reflect any increase to Alternate's OCSD-based wage rate. In no event shall Alternate provide services in the Position in excess of five hours per month without the express written approval of OCSD. B. OCSD shall be the sole and exclusive Party responsible for determining Alternate's rate of pay and amount of salary,wages,and benefits payable to Alternate during the period Alternate works in the Position. Should OCSD need to increase the rate of compensation due to increases in contractually obligated cost increases(e.g. merit increases,cost of living,health benefits,etc.),CMSD agrees to negotiate with OCSD on such matter upon receiving proper notice from OCSD of the need to discuss increases to the reimbursement rate above$70 per hour. C. OCSD shall serve as the location for Alternate to provide all services for CMSD in the Position. CMSD shall not require Alternate to provide services at any CMSD location without the express written approval of OCSD. D. CMSD shall pay all invoices within thirty(30)days of invoice date. E. CMSD agrees not to enter into any contract or agreement with any other party, agency, entity, or person which may have the effect of obligating OCSD in any way, except with the prior written consent of OCSD. F. CMSD,at its sole cost and expense,shall obtain,keep in force,and maintain any policy of insurance necessary or appropriate to provide coverage,defense,or indemnification of OCSD as it relates to Alternate or Alternate's performance during the period Alternate works in the Position. G. CMSD shall inform Alternate of all CMSD policies,procedures,rules, and regulations applicable to Alternate and notify Alternate that they are responsible for complying with CMSD's policies, procedures,rules,and regulations during the period Employee works in the Position. 1155073.1 OCSD-CMSD Lending Agreement Page 3 of 5 H. CMSD agrees and covenants that they will maintain a work environment free from unlawful discrimination and/or harassment in compliance with federal and state law. 1. CMSD may stop Alternate from serving in the Position in its sole discretion and for any reason. Should CMSD remove Alternate from the Position prior to the agreed termination date, CMSD shall notify OCSD of the removal and this Agreement will be deemed terminated upon said notice and any payments owed by either party to the other will immediately become due and outstanding. III. OCSD'S RIGHTS AND RESPONSIBILITIES A. Alternate is an employee of OCSD and primarily engaged in work duties, tasks, and support for OCSD. Alternate will provide contract services for CMSD in Position as time is available. Should OCSD determine that CMSD's requests or demands of OCSD or Alternate unreasonably interferes with Alternate's regular and expected work duties at OCSD, OCSD shall have the authority to terminate the Agreement for cause. B. OCSD shall assume sole and exclusive responsibility for the payment of Alternate's salary,wages, and benefits during the period Alternate works in the Position. OCSD shall be the sole and exclusive Party responsible for determining Alternate's rate of pay and amount of salary, wages, and benefits payable to Alternate during the period Alternate works in the Position. C. OCSD shall be solely responsible for the payment of any payroll taxes,withholdings,and any other insurance premiums and benefits of any kind owed to Alternate. D. OCSD shall invoice CMSD on a project-basis for all amounts incurred by Alternate for time spent working in Position. E. OCSD shall be responsible for counseling and disciplining Alternate. CMSD may provide input on Alternate's performance to OCSD and may request OCSD take disciplinary action against Alternate. OCSD shall maintain Alternate records, including but not limited to, personnel file, medical file, and discipline file. IV. INDEMNIFICATION. A. CMSD agrees to defend all claims of loss, indemnify and hold harmless OCSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs,arising out of the negligent acts or omissions or willful misconduct of CMSD or its agents,employees,officers,officials,or volunteers in the performance of this Agreement. B. OCSD agrees to defend all claims of loss, indemnify and hold harmless CMSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs,arising out of the negligent acts or omissions or willful misconduct of OCSD or its agents,employees,officers,officials,or volunteers in the performance of this Agreement. C. No employee benefits shall be available to Alternate from CMSD in connection with work performed under this Agreement. Except for the hourly rates paid by CMSD to OCSD as provided in this Agreement,CMSD shall not pay any other form of compensation to OCSD or Alternate for 1155073.1 OCSD-CMSD Lending Agreement Page 4 of 5 performing services hereunder. CMSD is not responsible for any taxes or government withholdings on behalf of Alternate. OCSD agrees to defend,indemnify,and hold CMSD harmless against any claims for wages, salary, benefits, or withholdings made by or on behalf of Alternate or any government entity for work performed under this Agreement. D. CMSD agrees to defend all claims of loss, indemnify, and hold harmless OCSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs,arising out of the negligent acts or omissions or willful misconduct of the Alternate during the period Alternate works in the Position. E. CMSD hereby releases, waives, and discharges OCSD its officers, officials, agents, volunteers and employees from,and covenants not to sue OCSD For,any and all claims for damage to property,personal injury,wrongful death or other losses and costs,including but not limited to reasonable attorney fees and defense costs,arising out of the negligent acts or omissions or willful misconduct of the Alternate during the period Alternate works in the Position. F. In the event that it is determined by a Court or similar judicial body that Alternate was subjected to discrimination,harassment,or retaliation under any local, state, or Federal law during the time Alternate was performing work in the Position,CMSD shall pay the costs of OCSD's legal defense and fully indemnify OCSD against any and all claims asserted against OCSD or its officers, officials, agents, volunteers or employees per the terns of all indemnification provisions in this Agreement. G. In the event that it is determined by a Court or similar judicial body that Alternate discriminated, harassed, or retaliated anyone in violation of any local, state, or federal law during the time Alternate was performing work in the Position,OCSD shall pay the costs of CMSD's legal defense and fully indemnify CMSD against any and all claims asserted against CMSD or its officers,officials,agents, volunteers or employees per the terms of all indemnification provisions in this Agreement H. CMSD expressly agrees that the foregoing Indemnification and Release provisions are intended to be as broad as possible and inclusive as is permitted by the laws of the State of California and that if any portion is held invalid,it is agreed that the balance shall,notwithstanding, continue in full legal force and effect. V. MISCELLANEOUS PROVISIONS A. Captions and headings in this Agreement are solely for the convenience of the parties, are not a part of this Agreement,and shall not be used to interpret or determine the validity of this Agreement or any of its provisions. B. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,but all such counterparts together shall constitute one and the same instrument. C. This Agreement is the entire agreement between the parties. No other agreements,oral or written, have been entered into with respect to the subject matter of this Agreement. D. The validity,interpretation,and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California. 1155073.1 OCSD-CMSD Lending Agreement Page 5 of 5 vI. EXECUTION By signing below,each of the following represent that they have authority to execute this Agreement and to bind the party on whose behalf their signature is made. COSTA MESA SANITARY DISTRICT ORANGE COUNTY SANITATION DISTRICT By: By: Name: Name: Title: Title: Date: Date: 1155073.1 BOARD OF DIRECTORS Meeting Date TOBE.Or Dk. -- 05/25/16 AGENDA REPORT ItemNumber IemNumber a 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 APRIL 2016 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of April 2016. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended April 30, 2016. RELEVANT STANDARDS • CA Government Code: Section 53607 PRIOR COMMITTEE/BOARD ACTIONS 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 (mm w.ocsd.com) with the complete agenda package: • Report on the Investment Transactions for the month ended April 30, 2016 Page 1 of 1 C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 3/31/16 Thru 4/30/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 04/02/2016 261908107 46,875.00 Dreyfus Shod IntermediateGov Treasury 1.000 0.17% 46,875.00 0.00 46,875.00 0.00 Cash Management Fd521 Purchase 04/04/2016 261908107 732.38 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 732.38 0.00 732.38 0.00 Cash Management Fd521 Purchase 04/04/2016 261908107 457.69 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 457.69 0.00 457.69 0.00 Cash Management Fd521 Purchase 04/06/2016 261908107 9,414.12 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 9,414.12 0.00 9,414.12 0.00 Cash Management Fd521 Purchase 04/07/2016 261908107 5,625.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 5,626.00 0.00 5,626.00 0.00 Cash Management Fd521 Purchase 04/11/2016 261908107 5,250.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 5,250.00 0.00 5,250.00 0.00 Cash Management Fd521 Purchase 04/15Q016 261908107 2,308.59 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,308.59 0.00 2,308.59 0.00 Cash Management Fd521 Purchase 04/15/2016 261908107 22.88 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 22.88 0.00 22.88 0.00 Cash Management Fd521 Purchase 04/15/2016 261908107 3,566.67 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,566.67 0.00 3,566.67 0.00 Cash Management Fd521 Purchase 04/15Q016 261908107 3,931.15 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,931.15 0.00 3,931.15 0.00 Cash Management Fd521 Purchase 04/15/2016 261908107 287,483.84 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 287,483.84 0.00 287,483.84 0.00 Cash Management Fd521 Purchase 04/15/2016 261908107 141,153.21 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 141,153.21 0.00 141,153.21 0.00 Cash Management Fd521 Purchase 04/15Q016 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 04/15/2016 261908107 2,104.17 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,1M.17 0.00 2,1M.17 0.00 Cash Management Fd521 Purchase 04/15/2016 313384ZH5 2,000,000.00 FHLB Discount Note 99.914 0.35% 1,998,289.22 0.00 1,998,289.22 0.00 0.346%Due 7113/2016 Purchase 04/18/2016 261908107 136,321.02 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 136,321.02 0.00 136,321.02 0.00 Cash Management Fd521 Purchase 04/18/2016 261908107 2.158.88 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,158.88 0.00 2,158.88 0.00 Cash Management Fd521 Purchase 04/18/2016 261908107 1.251.49 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,251.49 0.00 1,251.49 0.00 Cash Management Fd521 Purchase 04/20/2016 261908107 253.26 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 253.26 0.00 253.26 0.00 Cash Management Fd521 Purchase 04/20/2016 261908107 306.84 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 306.84 0.00 306.84 0.00 Cash Management Fd521 Ch.ndler Asset Management-CONFIDENTIAL Execution Time:5/6Q0168:52:39 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 3/31/16 Thru 4/30/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 04/20/2016 261908107 2,749.83 Dreyfus Shod IntermediateGov Treasury 1.000 0.17% 2,749.83 0.00 2,749.83 0.00 Cash Management Fd521 Purchase 04/20/2016 261908107 76.79 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 76.79 0.00 76.79 0.00 Cash Management Fd521 Purchase 04/20/2016 261908107 538.31 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 538.31 0.00 538.31 0.00 Cash Management Fd521 Purchase 04/21/2016 06538BGV9 1,800,000.00 Bank of Tokyo Mitsubishi NV Discount CP 99.821 0.66% 1,796,782.50 0.00 1,796,782.50 0.00 0.65%Due 7/29/2016 Purchase 04/21/2016 261908107 342,962.08 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 342,962.08 0.00 342,962.08 0.00 Cash Management Fd521 Purchase 04/21/2016 30229AFW4 3,000,000.00 Exxon Mobil Discount CP 99.922 0.41 % 2,997,666.67 0.00 2,997,666.67 0.00 0.4%Due 6/30/2016 Purchase 04/21Q016 89233GGU4 1,800,000.00 Toyota Motor Credit Discount CP 99.848 0.57% 1,797,256.00 0.00 1,797,256.00 0.00 0.56%Due 7/28/2016 Purchase 04/22/2016 02665JEK2 2,000,000.00 American Honda Corp Discount CP 99.972 0.39% 1,999,430.00 0.00 1,999,430.00 0.00 0.38%Due 5119/2016 Purchase 04/22/2016 313384ZS1 8,000,000.00 FHLB Discount Note 99.914 0.35% 7,993,124.44 0.00 7,993,124.44 0.00 0.34%Due 7/22/2016 Purchase 04/22/2016 69372AEQ1 3,000,000.00 Paccar Financial Discount CP 99.965 0.40% 2,998,960.00 0.00 2,998,960.00 0.00 0.39%Due 5/24/2016 Purchase 04/22/2016 912796JB6 20,000,000.00 US Treasury Bill 99.954 0.20% 19,990,754.72 0.00 19,990,754.72 0.00 0.2%Due 7/14/2016 Purchase 04/24/2016 261908107 25,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 25,000.00 0.00 25,000.00 0.00 Cash Management Fd521 Purchase 04/25Q016 261908107 1,290.09 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,290.09 0.00 1,290.09 0.00 Cash Management Fd521 Purchase 04/25/2016 261908107 1,656.59 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,656.59 0.00 1,656.59 0.00 Cash Management Fd521 Purchase 04/25/2016 261908107 638.86 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 638.86 0.00 638.86 0.00 Cash Management Fd521 Purchase 04/25Q016 261908107 12,784.71 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 12,784.71 0.00 12,784.71 0.00 Cash Management Fd521 Purchase 04/25/2016 261908107 11,707.74 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 11,707.74 0.00 11,707.74 0.00 Cash Management Fd521 Purchase 04/25/2016 261908107 6,219.41 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 6,219.41 0.00 6,219.41 0.00 Cash Management Fd521 Purchase 04/25/2016 261908107 52.65 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 52.65 0.00 52.65 0.00 Cash Management Fd521 Purchase 04/25/2016 261908107 16,639.15 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 16,639.15 0.00 16,639.15 0.00 Cash Management Fd521 Chandler Asset Management-CONFIDENTIAL Execution Time:5/6Q0168:52:39 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10233 3/31/16 Thru 4/30/16 Transaction Settlement Acql Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 04/25/2016 261908107 1,028.64 Dreyfus Shod Intermediate Gov Treasury 1.000 0.17% 1,028.64 0.00 1,028.64 0.00 Cash Management Fd521 Purchase 04/25/2016 261908107 1,060.27 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,060.27 0.00 1,060.27 0.00 Cash Management Fd521 Purchase 04/252016 261908107 14,300.05 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 14,300.05 0.00 14,300.05 0.00 Cash Management Fd521 Purchase 04/252016 261908107 924.48 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 924.48 0.00 924.48 0.00 Cash Management Fd521 Purchase 0425/2016 261908107 3,057.92 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,057.92 0.00 3,057.92 0.00 Cash Management Fd521 Purchase 04/252016 261908107 6,991.28 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 6,991.28 0.00 6,991.28 0.00 Cash Management Fd521 Purchase 04/252016 261908107 1,984.37 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,984.37 0.00 1,984.37 0.00 Cash Management Fd521 Purchase 0425/2016 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 04/252016 261908107 158.12 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 158.12 0.00 158.12 0.00 Cash Management Fd521 Purchase 04/252016 3135GOJ20 5,000,000.00 FNMA Note 99.657 1.45% 4,982,850.00 11,267.36 4,994,117.36 0.00 1 375%Due 21262021 Purchase 0425/2016 912796JB6 10,000,000.00 US Treasury Bill 99.954 0.21 % 9,995,377.78 0.00 9,995,377.78 0.00 0.208%Due 7/142016 Purchase 04/252016 912828UR9 3,500,000.00 US Treasury Note 99.899 0.81 % 3,496,457.04 3,994.57 3,500,451.61 0.00 0.75%Due 2128/2018 Purchase 04/272016 261908107 7,915.89 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 7,915.89 0.00 7,915.89 0.00 Cash Management Fd521 Purchase 0427/2016 459516ZH6 5,000,000.00 International Finance Corp Discount CP 99.919 0.39% 4,995,936.11 0.00 4,995,936.11 0.00 0.38%Due 7/13/2016 Purchase 04/282016 912796JB6 8,600,000.00 US Treasury Bill 99.959 0.19% 8,596,477.46 0.00 8,596,477.46 0.00 0A 92%Due 71142016 Purchase 04/292016 313384YN3 10,000,000.00 FHUB Discount Note 99.957 0.28% 9,995,691.10 0.00 9,995,691.10 0.00 0.277%Due 61242016 Purchase 04/29/2016 459200GX3 2,000,000.00 IBM Corp Note 100.344 0.45% 2,006,880.00 10,508.33 2,017,388.33 0.00 1.95%Due 7/22/2016 Purchase 04/302016 261908107 3,500,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 3,500,000.00 0.00 3,500,000.00 0.00 Cash Management Fd521 Purchase 04/302016 261908107 73,801.25 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 73,801.25 0.00 73,801.25 0.00 Cash Management Fd521 Subtotal 90,389,298.25 90,331,231.29 25,770.26 90,357,001.55 0.00 Chandler Asset Management-CONFIDENTIAL E. Wion Tme:5/6Q0168:52:39 AM C/" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 3/31/16 Thru 4/30/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Security 04/21/2016 261908107 88,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 88,000,000.00 0.00 88,000,000.00 000 Contribution Cash Management Fd521 Security 0421/2016 261908107 10,600,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 10,600,000.00 0.00 10,600,000.00 0.00 Contribution Cash Management Fd521 Security 04/302016 912828WUO 8,736.00 US Treasury Inflation Index Note 100.000 8,736.00 0.00 8,736.00 0.00 Contribution 0.125%Due 7115/2024 Subtotal 98,608,736.00 98 608,736 00 0.00 98,608,736.00 0.00 TOTAL ACQUISITIONS 188,998,034.25 188,939,967.29 25,770.26 188,965,737.55 0.00 DISPOSITIONS _ Sale 04/15/2016 261908107 1,998,289.22 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 1,998,289.22 0.00 1,998,289.22 0.00 Cash Management Fd521 Sale 04/212016 261908107 6,591,705.17 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 6,591,705.17 0.00 6,591,705.17 0.00 Cash Management Fd521 Sale 04222016 261908107 32,982,269.16 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 32,982,269.16 0.00 32,982,269.16 0.00 Cash Management Fd521 Sale 04252016 261908107 9,995,377.78 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 9,995,377.78 0.00 9,995,377.78 0.00 Cash Management Fd521 Sale 04/252016 261908107 8,494,568.97 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 8,494,568.97 0.00 8,494,568.97 0.00 Cash Management Fd521 Sale 04272016 261908107 4,995,936.11 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 4,995,936.11 0.00 4,995,936.11 0.00 Cash Management Fd521 Sale 04282016 261908107 8,596,477.46 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 8,596,477.46 0.00 8,596,477.46 0.00 Cash Management Fd521 Sale 04292016 261908107 9,995,691.10 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 9,995,691.10 0.00 9,995,691.10 0.00 Cash Management Fd521 Sale 04292016 261908107 2,017,388.33 Dreyfus Short-Intermediate Gov Treasury 1.000 0.17% 2,017,388.33 0.00 2,017,388.33 0.00 Cash Management Fd521 Subtotal 85,667,703.30 85,667,703.30 0.00 85,667,703.30 0.00 Paydmn 04/012016 3837H4NX9 1,218.20 GNMA P.1#2000-9 100.000 1,218.20 33.29 1,251.49 0.00 9.5%Due 2/162030 Paydown 04/06/2016 62888UAA8 9,101.73 NCUA Guaranteed Note CM02010-R2Due 100.000 9,101.73 312.39 9,414.12 0.00 11/6/2017 Paydmn 04/152016 161571GC2 0.00 Chase CHAIT Pool#2013-A8 100.000 0.00 2,104.17 2,104.17 0.00 1.01%Due 1 0/1 512 01 8 Chandler Ass&Management-CONFIDENTIAL E. Wion Time M6Y0168:52:39 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 3/31/16 Thru 4/30/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Paytlown 04/15/2016 3133TCE95 2,155.55 FHLMC FSPC E3A 100.000 2,155.55 153.04 2,308.59 0.00 2 892%Due 8/15/2032 Paytlown 04/15/2016 31348SWZ3 17.52 FHLMC FH 786064 100.000 17.52 5.36 22.88 0.00 2.262%Due 1/1/2028 Paytlown 04/152016 477877AD6 0.00 John Deere Owner Trust 2014-13 A3 100.000 0.00 3,566.67 3,566.67 0.00 1.07%Due 1111 5/2 01 8 Paytlown 04/152016 47788MAC4 0.00 John Deere Owner Trust 201&A A3 100.000 0.00 3,931.15 3,931.15 0.00 1.36%Due 4/1 512 0 2 0 Paytlown 04/15/2016 89231 MAC9 286,040.76 Toyota Auto Receivables Owner 2014-A 100.000 281 1,443.08 287,483.84 0.00 0.67%Due 1 211 5 2 01 7 Paytlown 04/152016 89231TAB6 139,470.38 Toyota Auto Receivables Owner 2015-C 100.000 139,470.38 1,682.83 141,153.21 0.00 0.92%Due 2/15/2018 Paytlown 04/152016 89236WAC2 0.00 Toyota Auto Receivables Owner 2015-A 100.000 0.00 3,355.33 3,356.33 0.00 IA2%Due 2/15/2019 Paytlown 04/18/2016 43814GAC4 135,322.04 Honda Auto Receivables 2014-2 A3 100.000 135,322.04 998.98 136,321.02 0.00 0.77%Due 3/19/2018 Paytlown 04/1S2016 43814NAB1 0.00 Honda Auto Receivables 2016-1 A2 100.000 0.00 2,158.88 2,158.88 0.00 1.01%Due 6118/2018 Paytlown 04/20/2016 36225CAZ9 206.65 GNMA Pool#G280023 100.000 206.65 46.61 253.26 0.00 2.816%Due 1220/2026 Paytlown 04/20/2016 36225CC20 253.63 GNMA P0o1#G280088 100.000 253.63 53.21 306.84 0.00 2.817%Due 6/202027 Paytlown 04/202016 36225CN28 2,611.76 GNMA P0o1#G2 80408 100.000 2,611.76 138.07 2,749.83 0.00 2.691%Due 5/20/2030 Paytlown 04/202016 36225CNM4 60.27 GNMA P0o1#G2 80395 100.000 60.27 16.52 76.79 0.00 2.877%Due 4/20/2030 Paytlown 04/20/2016 36225DCB8 385.44 GNMA P0o1#G280965 100.000 385.44 152.87 538.31 0.00 2.31%Due 7/20/2034 Paytlown 04/212016 43813JAC9 341,420.37 Honda Auto Receivables 2014-1 A3 100.000 341,420.37 1,541.71 342,962.08 0.00 0.67%Due 11121/2 01 7 Paytlown 04/252016 31371NUC7 1,171.87 FNMA FN 257179 100.000 1,171.87 118.22 1,290.09 0.00 4.5%Due 4/1/2028 Paytlown 04/25/2016 31376KT22 6,085.52 FNMA FN 357969 100.000 6,085.52 905.76 6,991.28 0.00 5%Due 9/12035 Paytlown 04/252016 31381 PDA3 586.87 FNMA FN 466397 100.000 586.87 1,069.72 1,656.59 0.00 3.4%Due 11/12020 Paytlown 04/252016 3138EG6F6 550.59 FNMA FN AL0869 100.000 550.59 88.27 638.86 0.00 4.5%Due 6/1/2029 Paytlown 04/25/2016 313MJY35 6,965.12 FHLMC FSPC T-582A 100.000 6,965.12 5,819.59 12,784.71 0.00 6.5%Due 925/2043 Chandler Asset Management-CONFIDENTIAL Execution Time:MQ0168:52:39 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 3/31/16 Thru 4/30/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Paydown 04/25/2016 31397QREO 11,311.84 FNMA FNR 2011-3 FA 100.000 11,311.84 395.90 11)07.74 Q.00 0 832%Due 2/25/2041 Paydown 04/25/2016 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00 4.251%Due 1/25/2020 Paydown 04/2SQ016 31403DJZ3 5,349.44 FNMA PODI#745580 100.000 5,349.44 869.97 6,219.41 0.00 5%Due 6/1/2036 Paydown 04/25/2016 31403GXF4 27.56 FNMA PODI#FN 748678 100.000 27.56 25.09 52.65 0.00 5%Due 10/1/2033 Paydown 04/25/2016 31406PQY8 15,022.37 FNMA Pool#FN 815971 100.000 15,022.37 1,616.78 16,639.15 0.00 5.47%Due 3/1/2035 Paydown 04/25/2016 31406XW75 634.68 FNMA PODI#FN 823358 100.000 634.68 393.96 1,028.64 0.00 2.875%Due 21112035 Paydown 04/25/2016 31407BXH7 898.50 FNMA PODI#FN 826080 100.000 898.50 161.77 1,060.27 0.00 5%Due 7/1/2035 Paydown 04/25/2016 31410F4V4 12,547.79 FNMA Pool#FN 888336 100.000 12,547.79 1,752.26 14,300.05 0.00 5%Due 7/1/2036 Paydown 04/25/2016 31417YAY3 787.16 FNMA PODI#FN MA0022 100.000 787.16 137.32 924.48 0.00 4.943%Due 4l1/2029 Paydown 04/25/2016 78445JAA5 1,762.83 SLMA 2008-9 ADue 4Q5/2023 100.000 1,762.83 221.54 1,984.37 0.00 Paydown 04/25/2016 83611MGS1 3,055.98 SDundview Home Equity Loan Tr.2005- 100.000 3,055.98 1.94 3,057.92 0.00 OPT3 A4Due 11/2 512 0 3 5 Paydown 04Q7/2016 31396X3Q5 7,853.42 FNMA FNR 2007-114 A6Due 10/27/2037 100.000 7,853.42 62.47 7,915.89 0.00 Subtotal 992,875.84 992,875.84 38,522.97 1,031,398.81 0.00 Maturity, 04/30/2016 912828D31 3,500,000.00 US Treasury NoteDue 4/30/2016 100.000 3,500,000.00 0.00 3,500,000.00 0.00 Subtotal 3,500,000.00 3,600,000.00 0.00 3,500,000.00 0.00 Security 04/15/2016 261908107 683.87 Dreyfus Short-Intermediate Gov Treasury 1.000 683.87 0.00 683.87 0.00 Withdrawal Cash Management Fd521 Security 04/29/2016 261908107 159.61 Dreyfus Short-Intermediate Gov Treasury 1.000 159.61 0.00 159.61 0.00 Withdrawal Cash Management Fd521 Subtotal 843.48 843.48 0.00 943.48 0.00 TOTAL DISPOSITIONS 90,161,422.62 90,161,422.62 38,522.97 90,199,945.59 0.00 OTHER TRANSACTIONS Interest 04/02/2016 3137EADM8 7,500,000.00 FHLMC Note 0.000 46,875.00 0.00 46,875.00 0.00 1.25%Due 1002019 Chanute,Asset Management-CONFIDENTIAL Execution Time:5/6Y 0168:52:39 M4 �'" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 3/31/16 Thru 4/30/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss OTHER TRANSACTIONS Interest 04/07/2016 02665WAB7 1,000,000.00 American Honda Finance Nate 0.000 5,625.00 0.00 5,625.00 0.00 1,125%Due 109/2016 Interest 04/11/2016 24422ESD2 1,000,000.00 John Deere Capital Corp Note 0.000 5,250.00 0.00 5,250.00 0.00 1.05%Due 1 011112 01 6 Interest 04/24/2016 4595OKBS8 5,000,000.00 Integra0onal Finance Corp Note 0.000 25,000.00 0.00 25,000.00 0.00 1%Due 4/24/2017 Interest 04/25/2016 03215PFN4 133,743.29 AMRESCO Residential Securities 1999.1 A 0.000 158.12 0.00 158.12 0.00 1.377%Due 6/2MO29 Interest 04/30/2016 912828031 3,500,000.00 US Treasury Nall 4/30/2016 0.000 3,176.25 0.00 3,176.25 0.00 Interest 04/30/2016 9128281-99 5,500,000.00 US Treasury Note 0.000 37,812.50 0.00 37,812.50 0.00 1.375%Due 10/31/2020 Interest 04/30/2016 912828SSO 7,500,000.00 US Treasury Note 0.000 32,812.50 0.00 32,812.50 0.00 0.875%Due 4/302017 Subtotal 31,133,743.29 156,709.87 0.00 156,709.37 0.00 Dividend 04/01/2016 261908107 5,155,671.79 Dreyfus Short-Intermediate Gov Treasury 0.000 0.06 0.00 0.06 0.00 Cash Management Fd521 Dividend 04/04/2016 261908107 5,202,546.79 Dreyfus Short-Intermediate Gov Treasury 0.000 457.63 0.00 457.63 0.00 Cash Management Fd521 Dividend 04/04/2016 261908107 4,204,542.11 Dreyfus Short-Intermediate Gov Treasury 0.000 732.38 0.00 732.38 0.00 Cash Management Fd521 Subtotal 14,562,760.69 1,190.07 0.00 1,190.07 0.00 TOTAL OTHER TRANSACTIONS 45,696,503.99 157,899.44 0.00 157,899.44 0.00 Chandler Asset Management-CONFIDENTIAL Esegution Tme:5/64!0168:52:39 AM ITEM NO. 5 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, April 6, 2016, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, April 6, 2016 at 5:00 p.m. in the Administration Building. Vice-Chair Shawver led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager Tom Beamish Celia Chandler, Director of Human Resources Cheryl Brothers (Alternate) Rob Thompson, Director of Engineering Ellery Deaton Ed Torres, Director of Operations and Maintenance Robert Kiley Lorenzo Tyner, Director of Finance & Fred Smith Administrative Services Michelle Steel Tina Knapp, Deputy Clerk of the Board Chad Wanke Jeff Armstrong Mariellen Yarc Greg Blakeley John Nielsen, Board Chair Jim Colston Greg Seboum, Board Vice-Chair Ron Coss Mike Dorman COMMITTEE MEMBERS ABSENT: Mark Esquer Steve Jones Michele Farmer Richard Murphy Dean Fisher Alfredo Garcia Mark Kawamoto Rebecca Long Mark Manzo Kathy Millea Jeff Mohr Lisa Rothbart Roya Sohanaki Steve Speakman OTHERS PRESENT: Brad Hogin, General Counsel Michael Beverage, Alternate Director YLWD Bob Ooten, Alternate Director CMSD Stephen Weisberg, SCCWRP Meredith Howard, SCCWRP 04/06/2016 Opeations Committee Minutes Page 1 of 8 PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg reminded the Directors of the AB 1825 (discrimination/harassment prevention) training being offered by the District on May 4, 2016 and May 12, 2016 at 2pm. The training is required every two years. CONSENT CALENDAR: Board Vice-Chair Sebourn requested that Item 5 be pulled from the Consent Calendarfor separate consideration. Director Steel requested that the minutes from March 2, 2016 be corrected to indicate she was in attendance at that meeting, not Lisa Bartlett. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the March 2, 2016, Operations Committee Meeting as corrected. AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy 2. CONTRACT AWARDS FOR FERRIC CHLORIDE PURCHASE (Ed Torres) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award an agreement with Pencco, Inc. for the purchase of liquid ferric chloride, Specification No. C-2016-75513D, for the period of July 1, 2016 through June 30, 2017, for a unit price of$377 delivered, for an estimated annual amount of$1,131,000 (plus applicable sales tax) with four (4) one- year renewal options; B. Award an agreement with Kemira Water Solutions, Inc. for the purchase of liquid ferric chloride, Specification No. C-2016-755BD, for the period of July 1, 2016 through June 30, 2017, for a unit price of $417 delivered, for 04/06/2016 Operations Committee Minutes Page 2 of 8 an estimated annual amount of$1,251,000 (plus applicable sales tax) with four (4) one-year renewal options; and C. Approve a unit price contingency of 10% per agreement. AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy 3. SEWER LINE CLEANING FOR CITY OF TUSTIN AND UNINCORPORATED COUNTY PROPERTY (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Amendment No. 3 to extend the contract term with Performance Pipeline Technologies for the cleaning services of approximately 90 miles of Area 7 sewer pipelines and manholes, for an additional six-month period, beginning July 1, 2016 through December 31, 2016, with one additional 6-month renewal option, for an additional amount of$202,204, increasing the total amount not-to-exceed $404,408. AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy 4. COATING INSPECTION AND CORROSION TESTING SERVICES (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Coating Inspection, Confined-Space Entry Services, and other Corrosion Testing Services for Collection System and Treatment Plant projects, PSA2016-001, for a three-year period effective May 1, 2016, for an amount not to exceed $200,000 per individual agreement ($800,000 total) with the following four firms: • Conpro Companies, Inc. • CSI Services, Inc. • Diversified Project Services International, Inc. (DPSI) • On-Site Technical Services, Inc. 04/06/2016 Operations Committee Minutes Page 3 of 8 AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy Item 5 was pulled and heard separately. Board Vice-Chair Seboum and Director Kiley recused themselves and left the room during the discussion and vote on this item. Director of Engineering Rob Thompson also left the room during the discussion and vote on this item. 5. SURVEYING SERVICES (Dean Fisher) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant Projects, PSA2016-002, for a three-year period effective May 1, 2016, for an amount not to exceed $200,000 per individual agreement ($800,000 total)with the following four firms: • Stantec Consulting Services, Inc. • Michael Baker International • D. Wooley and Associates, Inc. • Bush and Associates, Inc. AYES: Beamish, Brothers (Alternate), Deaton, Nielsen, Shawver, F. Smith, Steel, Wanks, Withers, and Yarc NOES: None ABSTENTIONS: Kiley (recused) and Sebourn (recused) ABSENT: Jones and Murphy 6. GEOTECHNICAL TESTING SERVICES (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2016-003, for a three-year period effective May 1, 2016, for an amount not to exceed $300,000 per individual agreement ($900,000 total)with the following three firms: • Ninyo and Moore • Sequoia Consultants, Inc. • Koury Engineering and Testing, Inc. 04/06/2016 Operations Committee Minutes Page 4 of 8 AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy 7. BIOSOLIDS HAULING SERVICE CONTRACT AWARD (Bob Ghirelli) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Service Contract with Denali Water Solutions to haul Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and/or Treatment Plant No. 2 to Orange County Waste and Recycling's Prima Deshecha landfill and the Inland Empire Regional Compost Facility for a period of one year from the execution date of the contract, for the unit price of $8.96 per ton of biosolids and $ 14.99 per ton of biosolids coupled with fuel surcharges, at an amount not to exceed $600,000 per year with four (4) one-year renewal options; and B. Approve a (10%) unit price contingency. AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy 8. ANNUAL MARINE MONITORING REPORT (Bob Ghirelli) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the 2014-15 Marine Monitoring Annual Report. AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy NON-CONSENT CALENDAR: Assistant General Manager Bob Ghirelli introduced this item, indicating that the Orange County Sanitation District is a charter member of the Southern California Coastal Water Research Project Authority (SCCWRP), dating back to the creation of SCCWRP in 1969 04/06/2016 Operations Committee Minutes Page 5 of 8 and SCCWRP is a Joint Powers Authority. Mr. Ghirelli introduced Dr. Stephen Weisberg, SCCWRP Executive Director. Dr. Weisberg provided a PowerPoint presentation that gave an overview of SCCWRP and the organization's function. A copy of the 2015 SCCWRP Annual Report was distributed to the Directors. Meredith Howard, SCCWRP scientist, gave a PowerPoint presentation reviewing an outfall diversion maintenance experiment of approximately two years ago, on which SCCWRP worked with the Sanitation District. Dr. Weisberg and Ms. Howard responded to questions from the Committee regarding the algal bloom referenced in the presentation. Dr. Weisberg also responded to questions regarding the role of SCCWRP in lobbying efforts, especially in regards to SB 163 (Hertzberg). Mr. Ghirelli indicated that copies of the Annual Marine Monitoring Report are available should a Director wish to obtain a copy. 9. JOINT POWERS AGREEMENT, SOUTHERN CALIFORNIA COASTAL WATER RESEARCH PROJECT AUTHORITY (SCCWRP) (Bob Ghirelli) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Adopt Resolution No. OCSD 16-XX entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District, approving the Ninth Amended Joint Powers Agreement confirming the creation of the agency known as Southern California Coastal Water Research Project Authority (SCCWRP), providing for continuation of SCCWRP for four years from July 1, 2017 through June 30, 2021"; and B. Approve annual funding in the amount of $425,000 for FY 2017/18, $450,000 for FY 2018/19, $475,000 for FY 2019/20 and $500,000 for FY 2020/21. AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanke, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy Director of Engineering Rob Thompson provided an overview of this item and responded to questions from the Committee regarding the necessity of removing the rocks and the various environmental issues surrounding the rocks being removed or remaining. Mr. Thompson specified that the rocks to be removed are those above the water line. Board Chair Nielsen indicated that diligent efforts were made to negotiate the creation of an environmental protection area upstream. 04/06/2016 Operations Committee Minutes Page 6 of 8 10. SARI ROCK STABILIZERS REMOVAL, PROJECT NO. 2-41-8 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Consider, receive, and file the Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program for the SARI Rock Stabilizers Removal, Project No. 2-41-8, prepared by Michael Baker International; and B. Adopt Resolution No. OCSD 16-XX, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District adopting the Mitigated Negative Declaration for the Santa Ana River Interceptor Rock Removal, Project No. 2-41-8; Adopting a mitigation monitoring and reporting program; an approving the Santa Ana River Interceptor Rock Removal, Project No. 2-41-8." AYES: Beamish, Brothers (Alternate), Deaton, Kiley, Nielsen, Seboum, Shawver, F. Smith, Steel, Wanks, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones and Murphy INFORMATION ITEMS: 11. PRETREATMENT PROGRAM OVERVIEW (Bob Ghirelli) Assistant General Manager Bob Ghirelli introduced Jim Colston, Environmental Compliance Regulatory Affairs Manager, who provided a PowerPoint presentation and an overview of the Source Control Program, also known as the Pretreatment Program. The presentation included topics such as how the Sanitation District ensures discharge limits are being met, the non-industrial program, effectiveness of source control, protection of the Groundwater Replenishment System/investigations, and pretreatment program awards. Mr. Colston provided each Director with one of the Sanitation District's proactive resident outreach program pieces, a door hanger explaining the proper method for discarding grease, which includes a plastic lid that can be used on cans to store grease until the grease can be discarded. DEPARTMENT HEAD REPORTS: Director of Engineering Rob Thompson introduced Mike Dorman, who was recently promoted to Engineering Manager, who will be managing the electrical and control system engineering group. 04/06/2016 Operations Committee Minutes Pagel of 8 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Shawver mentioned the "Cease the Grease" program that is used in the City of Stanton, which provides curbside pick-up of cooking oil. Director Beamish inquired as to when the upcoming LAFCO hearing regarding District 7 is being held: Wednesday, April 13, 2016 at 5:00 a.m. in the Orange County Transportation Authority Boardroom. ADJOURNMENT At 6:00 p.m., Committee Chair Withers declared the meeting adjourned to the next scheduled meeting of Wednesday, May 4, 2016 at 5:00 p.m. Submitted by, Tina Knapp Deputy Clerk of the Board 04/06/2016 Operations Committee Minutes Page 8 of 8 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, April 13, 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 April 13, 2016 at 5:01 p.m. in the Administration Building of the Orange County Sanitation District. Director Kim 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 Kelly Lore, Clerk of the Board John Nielsen, Board Chair Jennifer Cabral Greg Sebourn, Board Vice-Chair Rich Castillon Rhea De Guzman COMMITTEE MEMBERS ABSENT: Norbert Gaia Glenn Parker Alfredo Garcia Sal Tinajero Brad Hamilton Mark Manzo John Swindler OTHERS PRESENT: Brad Hogin, General Counsel Dennis Mulqueeney, Alliant Insurance Services Robert Lowe, Alliant Insurance Services PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Curry did not provide a report. W13/2016 Administration Committee Minutes Page 1 of 5 REPORT OF GENERAL MANAGER: General Manager Jim Herberg reported that earlier today the OC LAFCO Commission met and made the determination that the Area 7 Local Sewers will be transferred to East Orange County Water District. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services Lorenzo Tyner 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 March 9, 2016 Administration Committee Meeting. AYES: Choi, Curry, Katapodis, Kim, Kring, Mills, Neugebauer, Nielsen, and Seboum NOES: None ABSTENTIONS: None ABSENT: Ferryman, Parker, T. Smith, and Tinajero 2. PIPELINE CONDITION ASSESSMENT AND CLOSED CIRCUIT TELEVISION (CCTV) DATA SOFTWARE AND RELATED SERVICES (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a purchase order contract to Innovyze, Inc. for pipeline condition assessment and CCTV data software and related services per Specification No. S-2015-73513D, for an amount not to exceed $152,800; B. Authorize the purchase of an annual maintenance contract with four (4) annual renewals at$18,000 per year for a total of$72,000; and C. Approve a contingency of $17,080 per renewal period for software and related services for annual maintenance. AYES: Choi, Curry, Katapodis, Kim, Kring, Mills, Neugebauer, Nielsen, and Seboum NOES: None ABSTENTIONS: None ABSENT: Ferryman, Parker, T. Smith, and Tinajero 0413/2016 Administration Committee Minutes Page 2 of 5 3. COOPERATIVE PROCUREMENT WITH U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Authorize purchases of information technology products, services, and solutions using the County of Fairfax, Virginia contract number #4400006644 with Insight Public Sector available through U.S. Communities Government Purchasing Alliance, for the period May 1, 2016 though, April 30, 2019, for a total amount not to exceed $800,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. AYES: Choi, Curry, Katapodis, Kim, Kring, Mills, Neugebauer, Nielsen, and Seboum NOES: None ABSTENTIONS: None ABSENT: Ferryman, Parker, T. Smith, and Tinajero 4. CLASSIFICATION & COMPENSATION STUDIES—VENDOR CHANGE (Celia Chandler) MOVED, SECONDED AND DULY CARRIED TO: A. Award a Professional Consultant Services Agreement with Koff and Associates for the compensation phase of the classification and compensation study, Specification CS-2014-63013D, for a total amount not to exceed $65,040, with a new total amount of phase one and two not to exceed of$126,929; and B. Approve a contingency of$6,504 (10%). AYES: Choi, Curry, Katapodis, Kim, Kring, Mills, Neugebauer, Nielsen, and Seboum NOES: None ABSTENTIONS: None ABSENT: Ferryman, Parker, T. Smith, and Tinajero NON-CONSENT: 5. DISASTER RECOVERY DATA CENTER FACILITY (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: A. Authorize a sole source agreement with Switch (SUPERNAP)for a disaster recovery data center facility beginning May 13, 2016 through May 12, 2019, for the total amount of$140,000; and B. Approve a contingency of$14,000 (10%). 0413/2016 Administration Committee Minutes Page 3 of 5 AYES: Choi, Curry, Katapodis, Kim, Kring, Mills, Neugebauer, Nielsen, and Seboum NOES: None ABSTENTIONS: None ABSENT: Ferryman, Parker, T. Smith, and Tinajero Director Ferryman arrived at 5:04 p.m. Director T. Smith arrived at 5:05 p.m. INFORMATION ITEMS: 6. STATUS OF 2016-17 PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) Director of Human Resources Celia Chandler introduced Dennis Mulqueeney, Sr. Vice President — Alliant who provided a short presentation highlighting the major components of the plans and costs. 7. FY 2016-17 AND FY 2017-18 BUDGET UPDATE (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner introduced Controller Mike White, who provided an informative PowerPoint presentation on the proposed operational line item budget which included: proposed staffing increases; benefit cost decreases; materials and supplies expenses; contractual services; legal expenses; insurance programs; training; and additional OCERS UAAL pay down. Mr. White responded to a question regarding the calculation of overall increase of 3.5% net operating cost. 8. PRETREATMENT PROGRAM OVERVIEW (Bob Ghirelli) MOVED, SECONDED AND DULY CARRIED TO: Continue the item to the May 11, 2016 Administration Committee Meeting. AYES: Choi, Curry, Ferryman, Katapodis, Kim, Kring, Mills, Neugebauer, Nielsen, Sebourn and T. Smith NOES: None ABSTENTIONS: None ABSENT: Parker, and Tinajero CLOSED SESSION: None. 0413/2016 Administration Committee Minutes Page 4 of 5 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Committee Chair Curry declared the meeting adjourned at 5:20 p.m. to the next regularly scheduled meeting of Wednesday, May 11, 2016 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 0413/2016 Administration Committee Minutes Page 5 of 5 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, April 11, 2016 at 3:30 p.m. A regular meeting of the Legislative and Public Affairs Committee was called to order by Chair Nielsen on Monday, April 11, 2016 at 3:30 p.m., in the Administration Building of the Orange County Sanitation District. Chair Nielsen led the pledge of allegiance. A quorum was declared present, 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 Celia Chandler, Director of Human Robert Kiley, Director Resources Peter Kim, Director Rob Thompson, Director of Engineering Lucille Kring, Director Ed Torres, Director of Operations & John Withers, Director Maintenance Lorenzo Tyner, Director of Finance & COMMITTEE MEMBERS ABSENT: Administrative Services None. Kelly Lore, Clerk of the Board Jennifer Cabral Norbert Gala Alfredo Garcia Tina Knapp Rebecca Long Mark Manzo Kelly Newell Xuan Nguyen OTHERS PRESENT: Kendra Carney, Associate General Counsel Eric O'Donnell, Townsend Public Affairs Eric Sapirstein, ENS (via Teleconference) Cori Williams, Townsend Public Affairs (via Teleconference) PUBLIC COMMENTS: None. 04/11/2016 Legislative and Public Affairs Committee Minutes Page 1 of 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 informed the Committee of the tentative agenda for upcoming Lobby days (April 20—22) in Washington, DC, where he, Chair Nielsen and Vice-Chair Sebourn will be attending scheduled meetings with the Environmental Protection Agency staff and several elected officials. He also reported on his attendance at a General Managers Forum hosted by NWRI and the Utility Branding Network where discussions included: transparency, branding, investment in infrastructure and efficiency. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the regular Legislative and Public Affairs Committee meeting held on March 15, 2016. AYES: Beamish, Kiley, Kim, Kring, Nielsen, Sebourn and Withers NOES: None ABSTENTIONS: None ABSENT: None NON-CONSENT CALENDAR: None. INFORMATION ITEMS: 2. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Principal Public Affairs Specialist Jennifer Cabral provided a PowerPoint presentation regarding Community Outreach & Public Affairs, including information regarding tours and speaking engagements. Senior Public Affairs Specialist Rebecca Long provided further information on the Children's Water Festival held on March 27th and explained the "What 2 Flush Recycling Game', which she developed for that event. Ms. Cabral referenced a co-authored letter to the editor of the Los Angeles Times in response to the recent Superbugs article, and stated that an anticipated follow-up segment has not been done. 04/11/2016 Legislative and Public Attains Committee Minutes Page 2 at4 Ms. Cabral notified the Committee of two upcoming construction projects (7-37 and 2-72) and the proposed outreach efforts that will take place. Discussion ensued regarding communication and construction notification strategies and the affects our projects place on cities. Director of Engineering, Rob Thompson and Ms. Cabral responded to questions regarding the challenges of project planning, timelines and public notification. Ms. Cabral provided information on recent and upcoming tours, city council presentations and the success of external communications including: "Five minutes per month" and "Wastewater word of the week". She also announced her recent appointment to the CASA communication workgroup. 3. LEGISLATIVE UPDATE (Rebecca Long) Eric Sapirstein, ENS Resources, stated that visits to U.S. Representatives Ed Royce and Mimi Walters, and U.S. Congresswoman Loretta Sanchez are scheduled for the upcoming Washington, DC trip, while visits to the Bureau of Reclamation and the Environmental Protection Agency are still in the process of scheduling. The focus of these visits will be priority CIP packages, biosolids and alternative energy projects such as AquaCritox®. Mr. Sapirstein provided recent developments in regards to: the Water Resources Development Act, drought relief policy, 5.2533 (Feinstein) and the budget completion. Senior Public Affairs Specialist Rebecca Long provided an update on the following bills: SB 1213 Wieckowski (support), SB 885 Wolk (oppose), AB 2022 Gordon (support) and SB163 Herzberg (support). Ms. Long also provided an overview of the recent Sacramento lobby day, which included visits to: SWRCB, Environmental Safety and Toxic Materials Committee and the offices of Senator Hertzberg and Assemblymember Rich Gordon. Cori Williams, Townsend Public Affairs, provided an update on fiscal bill deadlines; AB 2022 (Gordon) Advanced purified demonstration water; SB 1213 (Wiekowski) Renewable energy, biosolids and matching grants; cap and trade funds and Proposition 1 funding requests. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Withers stated that he had spoken with David Van Dorpe, US Army Corps of Engineers, regarding the SARI river rock removal contract, and the possibility of selling the material that will be removed. Vice-Chair Seboum shared the participation award from the Children's Water Festival. 04/11/2016 Legislative and Public Attains Committee Minutes Page 3 of 4 ADJOURNMENT: Chair Nielsen declared the meeting adjourned at 4:23 p.m. to the next Legislative and Public Affairs Committee Meeting, Tuesday, May 10, 2016 at 8:00 a.m. Submitted by: Kelly A. Lore Clerk of the Board 04/11/2016 Legislative and Public Affairs Committee Minutes Page 4 at MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, April 27, 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, April 27, 2016 at 5:04 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 Celia Chandler, Director of Human Chair Resources John Withers, Operations Committee Rob Thompson, Director of Engineering Chair Mark Esquer, Engineering Manager Tom Beamish, Member-At-Large Lorenzo Tyner, Director of Finance & Lucille Kring, Member-At-Large Administrative Services David Shawver, Member-At-Large Kelly A. Lore, Clerk of the Board Jennifer Cabral COMMITTEE MEMBERS ABSENT: Michael Dorman None Norbert Gaia Al Garcia Mark Manzo OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten (Alternate Director, YLWD) Laura Kalty, Liebert Cassidy Whitmore Patrick Shields, IRWD PUBLIC COMMENTS: No public comments were provided. REPORTS: Chair Nielsen stated that on January 27th, our Board approved a joint resolution with OCWD to support the Metropolitan Water District of Southern California's effort to develop a Groundwater Replenishment System type project with Los Angeles County Sanitation District, and asked the Directors to sign a large version of that Resolution which will be displayed at the various agencies. 04/27/2016 Steering Committee Minutes Page 1 of 3 General Manager Jim Herberg highlighted items from his monthly report including: Newhope Placentia Trunk project update; ocean monitoring data results; overview of the effluent feasibility study with OCWD; GFOA Certificate of Excellence in financial reporting; Moody's Aaa Bond rating of OCSD; and an upcoming Leadership Development Training for Supervisors and Managers. Mr. Herberg introduced Director of Finance and Administrative Services, Lorenzo Tyner who informed the Committee of a recent discrepancy in regards to the $200 million payment OCSD made to OCERS for unfunded liability, and whether or not IRWD is contractually obligated to pay 3% of the payment. He stated that auditors and staff for both agencies are reviewing the contract and an update will be provided when concluded. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the March 23, 2016 Regular Steering Committee Meeting. AYES: Beamish; Curry; Kring; Nielsen; Sebourn; Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: None NON-CONSENT CALENDAR: Assistant General Manager Bob Ghirelli provided a brief overview of the item presented. 2. SELECTION OF HONOR WALK RECIPIENTS (Jim Herberg) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve nominated retired employees, Blake Anderson and Mary Sue Thompson, as Honor Walk brick recipients for the year 2016; and B. Approve former Board Chair, Troy Edgar as Honor Walk brick recipient for the year 2016. AYES: Beamish; Curry; Kring; Nielsen; Seboum; Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: None 0427!2016 Steering Committee Minutes Page 2 of 3 INFORMATION ITEMS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54957.6 The Committee convened in closed session at 5:15 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:55 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 5:56 p.m. to the next Steering Committee meeting to be held on Wednesday, May 25, 2016 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 04/27/2016 Steering Committee Minutes Page 3 of 3 OPERATIONS COMMITTEE Melting Dat0 Tg BE.Or Dir. 05/04/16 05/25/16 AGENDA REPORT Item Item Number 2 fi Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CONTRACT FOR HYDROGEN PEROXIDE, SPECIFICATION NO. C-2016-752BD GENERAL MANAGER'S RECOMMENDATION A. Award a contract to U.S. Peroxide, LLC dba USP Technologies for the purchase of Hydrogen Peroxide, Specification No. C-2016-75213D, for the period July 1, 2016 through June 30, 2017 for a unit price of $1.88 per gallon delivered, plus applicable sales tax, for a total estimated annual cost of$1,020,000 with four one-year renewal options; and B. Approve a unit price contingency of 10%. BACKGROUND Hydrogen peroxide is utilized in the treatment plants to reduce dissolved sulfides in the early stages of the wastewater treatment processes and hydrogen sulfide captured in the foul air scrubbers. Staff estimates approximately 500,000 gallons of hydrogen peroxide will be required during this contract period. Orange County Sanitation District (Sanitation District) has used hydrogen peroxide for the past 14 years to effectively reduce sulfides and hydrogen sulfide. RELEVANT STANDARDS • Zero odor incidents/events under normal operating conditions for Plants 1 and 2 • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Maintain Odor Control Master Plan PROBLEM The wastewater treatment processes generate foul odors that must be controlled to minimize adverse impact to our neighbors. PROPOSED SOLUTION Hydrogen peroxide has been effective in controlling hydrogen sulfide odors from our treatment facilities. Page 1 of 2 TIMING CONCERNS Our current contract expires June 30, 2016. RAMIFICATIONS OF NOT TAKING ACTION If hydrogen peroxide is not used at Plant No. 1 it will result in increased odor to the surrounding neighbors. PRIOR COMMITTEE/BOARD ACTIONS May 2011: The Board of Directors approved a contract to US Peroxide, Inc. for the purchase of Hydrogen Peroxide, Specification No. C-2011480,forthe period July 1, 2011 through June 30, 2012 for a unit price of$1.75 per gallon delivered, plus applicable sales tax, for a total annual amount not to exceed $1,615,000 with four one-year renewal options and a unit price contingency of 10%. ADDITIONAL INFORMATION The Sanitation District advertised for bids on February 10, 2016. Four sealed bids were received on March 9, 2016. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Staff recommends awarding a chemical contract to the lowest responsive and responsible bidder, U.S. Peroxide, LLC, for the purchase of hydrogen peroxide. Summary information on the bid opening for corrosion assessment is as follows: Bidder Amount of Bid U.S. Peroxide, LLC $1,020,000.00 Brenntag Pacific, Inc. $1,065,000.00 Univar USA Inc. $1,200,000.00 Evoqua Water Technologies LLC $1,290,000.00 CEQA— N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been included in the proposed fiscal year 16/17 budget, Division 830 operating budget object number 52032 line item 55. Date of Aooroval Contract Amount Continency 5/25/16 $1.88(unit price) 10% ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Melting D310 TOBE.Or Dir. 05/04/16 05/25/16 AGENDA REPORT Item Item Number 3 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Bob Ghirelli, Assistant General Manager SUBJECT: ENVIRONMENTAL COMPLIANCE REPORTS GENERAL MANAGER'S RECOMMENDATION Receive and file environmental compliance reports: Biosolids Management Compliance Report 2015; Semi-Annual Pretreatment Program Report Fiscal Year 2015/2016 July-December; Annual Greenhouse Gas Emissions Report 2015; and Annual Emission Report 2015. BACKGROUND Orange County Sanitation District (Sanitation District) is subject to environmental regulatory oversight by the U.S. EPA, Regional Water Quality Control Board (Santa Ana Region), California Air Resources Board (CARB), and South Coast Air Quality Management District (SCAQMD). These regulatory bodies require routine reporting, which is prepared by the Sanitation District's Environmental Compliance Division. These reports include: 1. Annual Biosolids Report (40 CFR Part 503) required by the Sanitation District's NPDES ocean discharge permit. Due February 19th of every year. 2. Semiannual Significant Industrial User (SIU) Status Report required by the Sanitation District's NDPES permit. Due March 315t of every year. 3. Annual Mandatory Reporting of Greenhouse Gas Emissions required by CARB. This report uses on online portal for report preparation and submission. Due April 11th of every year. 4. Annual Emission Report required by SCAQMD. Due March 1s1 of every year. RELEVANT STANDARDS • Respond to all Biosolids contractor violations within one week of violation notice Meet discharge permit 24/7/365 • No notices of violation • Meet or exceed air pollution regulations • Annual Biosolids Performance Report Page 1 of 3 ADDITIONAL INFORMATION Environmental compliance reporting is routinely required by local, state and federal regulatory bodies to ensure protection of water, air and land resources. Some of the reporting is required to be completed using online reporting portals, which perform calculations based on user input of operational data. The following compliance reports were filed recently. No permit violations were recorded during the reporting period. The Biosolids Annual Report contains details about the volume, quality and the locations of management of the Sanitation District's biosolids. Sanitation District produces about 750 tons per day of biosolids. The biosolids are anaerobically digested and dried to about 20% solids. The biosolids are managed via the following methods: composting, land application and via a local landfill. Under its ocean discharge permit, the Sanitation District is required to establish and implement an approved pretreatment program to control industrial discharges into the sewer system. The Sanitation District is also required to submit semi-annual reports detailing the permitting and enforcement status of the industrial permit holders. The report identified herein contains information about all industrial dischargers in both the Sanitation District's and Santa Ana Watershed Project Authority's (SAWPA) service areas. The SCAQMD's Annual Emissions Report (AER) represents a facility's annual inventory of criteria pollutant (VOC, NOx, SOx, CO, PM) and toxic air emissions. The emissions are calculated based on throughput volume and emissions measured at applicable process area and emission units. The report assesses fees based on a facility's emissions of air contaminants for the reportable year, as specified in SCAQMD Rule 301. The AER reports for both Reclamation Plant No.1 and Treatment Plant No.2 are prepared and submitted using SCAQMD's web-based emission reporting tool. For Calendar Year (CY) 2015, the Sanitation District Reclamation Plant No. 1 emitted approximately 194 tons of criteria pollutants and paid fees in the amount of$42,238.62; Treatment Plant No. 2 emitted approximately 301 tons of criteria pollutants and paid fees in the amount of $58,980.21. The reports were successfully completed and submitted on February 29, 2016 prior to the March 1 deadline. In accordance with the California Global Waring Solutions Act (AB 32, 2006), the CARB requires all major sources that directly emit Greenhouse Gases (GHG) to annually calculate and submit on a calendar year basis their GHG emissions resulting from their combustion of fuel and import of electrical power. The GHG inventory report focuses primarily on the emissions of carbon dioxide (CO2), methane (CH4) and nitrous oxide (N2O). Similar to SCAQMD's AER reporting portal, the GHG report is electronically prepared and submitted via CARB's Cal a-GGRT reporting system. For CY 2015, the Sanitation District Reclamation Plant No. 1 reported roughly 25,077 metric tons of CO2 emissions while Treatment Plant No. 2 reported approximately 31,225 metric tons of CO2 emissions. The reports were successfully completed and electronically submitted on April 11, 2016 and are pending third party verification due by September 1, 2016. Page 2 of 3 CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Biosolids Management Compliance Report 2015 (40 CFR Part 503) • Semi-Annual Pretreatment Program Report Fiscal Year2015/2016 July-December (Semiannual Significant Industrial User Update — pretreatment/source control) • Annual Greenhouse Gas Emissions Report 2015 • Annual Emission Report 2015 (air quality) (All reports provided in separate attachment) Page 3 of 3 OPERATIONS COMMITTEE M%1110,Date TOBd.of Dir. 05/04/16 05/25/16 AGENDA REPORT Item Item Number 6 8 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: BIOGAS SCRUBBING PROCESS IMPROVEMENT GENERAL MANAGER'S RECOMMENDATION Authorize staff to negotiate a Sole Source Contract with Carollo Engineers, Inc. for a large-scale pilot testing of a biogas scrubbing process. BACKGROUND Biogas from digesters contains chemicals, including odorous hydrogen sulfide (1­12S)and silicon compounds (siloxanes), that must be removed before the gas can be used in the Central Generation engines. Currently, this is done with liquid ferric chloride and beds of granular activated carbon. This research work is included in the General Manager's work plan for resource recovery. RELEVANT STANDARDS . Maintain a culture of improving efficiency PROBLEM The current processes for removing contaminants from biogas are expensive and require added chemicals. In addition, since ferric chloride is used sequentially for both primary treatment and digester sulfide control, primary treatment modifications using other additives are not possible as long as both process steps are tied to using this chemical. PROPOSED SOLUTION Carollo Engineers, Inc. (Carollo) has invented a gas scrubbing process that uses only water to remove sulfides, carbon dioxide, and siloxanes from biogas. The Orange County Sanitation District (Sanitation District) has been working with Carollo to develop, test and optimize this process. The Sanitation District has a royalty-free perpetual license to use the technology and holds a 20% ownership stake in the intellectual property of this invention. The work to date has shown that using the new process could be a cost-effective change by itself. In addition, there are potential benefits from discontinuing the use of ferric chloride, which could allow other cost-effective changes in the primary treatment Page 1 of 3 processes. Longer testing at a larger scale than has been done so far is needed to answer various operational questions. TIMING CONCERNS Chemicals for solids coagulation and odor control are budgeted at over $13 million per year. The market price of ferric chloride historically has been volatile. Until a replacement biogas cleaning method is adopted, ferric chloride and activated carbon will continue to be ongoing operating expenses. RAMIFICATIONS OF NOT TAKING ACTION Additional pilot-scale testing is needed to establish process limits and operating conditions that would be optimal for full-scale implementation of this gas scrubbing technology. If these data are not obtained, the process cannot be evaluated properly for possible full-scale use in the treatment plants. PRIOR COMMITTEE/BOARD ACTIONS July 2014—Authorized Sole Source Contract("Biogas Scrubbing Process— Engineering Evaluation by Carollo Engineers")for$106,075, plus 10% contingency ($10,600). ADDITIONAL INFORMATION The Carollo gas scrubbing process takes advantage of a wastewater treatment plant's abundant water supply using secondary treated wastewater. All water used in this process is recycled and still available for reclamation. The process uses a simple mixer and a gas/water separator to scrub the gas of contaminants. Due to the low solubility of methane (the fuel component of biogas) compared to the contaminants, nearly all the methane is recovered. In proof-of-concept testing at the Sanitation District in 2013, high removals of hydrogen sulfide (100%) and siloxanes (98%) were shown. No added chemicals are needed with this process. The removal of Carbon Dioxide will also raise the heat value of the Biogas and potentially aid in the sale of future excess gas when the Sanitation District is energy independent. CECA If the project proceeds, a Notice of Exemption will be filed. FINANCIAL CONSIDERATIONS This project is estimated at $300,0004400,000. This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Line item: FY 15-16, Section 8, Page A-12). Page 2 of 3 ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the complete agenda package: Technical Memorandum: Biogas Scrubber Feasibility Study (Final, March 2016) (provided as separate attachment) JB:sa:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 04/06/16 05/25/16 AGENDA REPORT em Number Iem NumUe 5 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Dean Fisher, Engineering Manager SUBJECT: SURVEYING SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant Projects, PSA2016-002, for a three-year period effective June 1, 2016, for an amount not to exceed $200,000 per individual agreement ($800,000 total) with the following four firms: • Stantec Consulting Services, Inc. • D. Wooley and Associates, Inc. • Michael Baker International • Bush and Associates, Inc. BACKGROUND The Orange County Sanitation District (Sanitation District) uses outside specialty Consultants for on-call surveying services in support of Capital Improvement Program, Facilities Engineering, and Operations and Maintenance projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. RELEVANT STANDARDS • Maintain a proactive asset management program PROBLEM The Sanitation District has a need for on-call surveying services. Currently,the Sanitation District has contracts with two firms that provide these services. The current contracts are expiring and a Request for Proposal (RFP) was issued to provide continuance of these services. PROPOSED SOLUTION The Sanitation District advertised a RFP on December 10, 2015 and nine proposals were received. Based on the Sanitation District's standard evaluation process and pursuant to government codes, staff recommends approval of the Professional Services Agreements with Stantec Consulting Services, Inc.; D. Wooley and Associates, Inc.; Michael Baker International; and Bush and Associates, Inc. Page 1 of 3 TIMING CONCERNS The current contracts will be expiring and the budgets expended. Delaying the new contracts will prevent the use of these services to support Collection System and Treatment Plant projects. RAMIFICATIONS OF NOT TAKING ACTION Increased risk to quality assurance and code compliance in Capital Improvement Program, Facilities Engineering, and Operations and Maintenance projects. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The proposed service agreements shall cover a three-year period. The recommended contract amounts are based on the average of the number and type of surveys utilized over the past three years, and the anticipated needs going forward for the next three years. Staff will use these Consultants on an as-needed basis only. The total agreement cost is not guaranteed, nor is it paid to the Consultant if their services are not used. Staff Evaluation of Proposals: The nine received proposals were evaluated on three predefined and equally weighted criteria: 1. Approach and Understanding of the Scope of Work 2. Staff Qualifications 3. Related Project Experience The evaluation team reviewed and ranked the received proposals as follows: PROPOSAL EVALUATION SCORES Proposer Rank Stantec Consulting Services, Inc. 1 D. Woolley and Associates, Inc. 2 Michael Baker International 3 Bush and Associates, Inc. 4 Towill 5 Guide Surveying, Inc. 6 Tait and Associates, Inc. 7 Huitt-Zollars 8 Precision 9 Page 2 of 3 The fee proposals for the top selected firms were opened on March 22, 2016 and the rates were reviewed for general conformance and found to be acceptable. Contracts are recommended to be awarded to Stantec Consulting Services, Inc.; D. Wooley and Associates, Inc.; Michael Baker International; and Bush and Associates, Inc., each for an amount not to exceed $200,000. CEQA This is not a project as defined by the California Environmental Quality Act (CEQA), therefore CEQA does not apply. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These funds are included in the individual project budgets that require these services. ATTACHMENT The following attachments) maybe viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Professional Services Agreements DF:dm Page 3 of 3 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1-'day of June, 2016, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and STANTEC CONSULTING SERVICES, INC., for purposes of this AGREEMENT hereinafter referred to as"CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant to provide Professional Services for Surveying Services for the Sanitation District's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2016.002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on May 25, 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, and completeness and coordination of all tests, inspections, reports, and other services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants and/or Subcontractors. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants and/or Subcontractors. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. PSA PSA2016-002 Page 1 of 16 C. In the event that CONSULTANTS services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its tests, inspections, reports or other services within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, tests, inspections, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or (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 Two Hundred Thousand Dollars ($200,000), over a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the unit prices and/or hourly rates, as applicable, for the items included in Attachment"D" Fee Schedule. Each unit price and/or hourly rate represents all costs for performing the Work, including but not limited to technician labor, driving time, vehicles, equipment and materials, equipment calibration, overhead, profit, report writing, office reviews and supervision, and other miscellaneous charges. B. Other Direct Costs OCSD may authorize other items that may be necessitated due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. These items will be reimbursed based on actual cost incurred. A one-time mark-up of 15% for additional equipment rentals, materials and outside services required for field work and investigations may be allowed, as applicable, if justified. No additional markup is allowed by Consultant on other direct costs resulting from work performed by its Contractors. PSA PSA2016-002 Page 2 of 16 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. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. 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: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Audit Provisions stated herein below. C. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent It 00%)of the invoiced amount on a unit price or hourly rate basis per task order. D. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each task order. E. The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each task order. F. 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. PSA PSA2016-002 Page 3 of 16 G. 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. H. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, Subconsultant or Subcontractor: (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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this Agreement will exceed seventy-five percent(75%) of 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 requests for payment. 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. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) shall be subject to prevailing wage requirements with respect to such employees. PSA PSA2016-002 Page 4 of 16 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors 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 sec, 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(3). 7. AGREEMENTTERM The services provided under this AGREEMENT shall be for the period of three (3)years, commencing on June 1, 2016 and continuing through May 31, 2019. 8. 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 tests, inspections, reports, original plans, 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 PSA PSA2016-002 Page 5 of 16 AGREEMENT, the CONSULTANT shall have the right to make copies of all such tests, inspections, reports, plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the tests, inspections, reports, plans or deliverables 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. 9. 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 minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. PSA PSA2016-002 Page 6 of 16 C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. 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 One Million Dollars ($1,000,000) 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. PSA PSA2016-002 Page 7 of 16 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 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 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 PSA2016-002 Page 8 of 16 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 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. PSA PSA2016-002 Page 9 of 16 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. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants, Subcontractors and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA PSA2016-002 Page 10 of 16 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 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. 14. 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 and/or Subcontractors into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 15. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT: 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA PSA2016-002 Page 11 of 16 CONSULTANT: Stantec Consulting Services, Inc. Jim Steines 38 Technology Drive, Suite 100 Irvine, CA 92618 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 16. 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 above. 17. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 18. 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. 19. 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. PSA PSA2016-002 Page 12 of 16 20. 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. 21. 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 he may be entitled. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. PSA PSA2016-002 Page 13 of 16 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. 24. 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. PSA PSA2016-002 Page 14 of 16 26. 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 Department and may be considered in future CONSULTANT selection processes. 27. 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 PSA2016-002 Page 15 of 16 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date STANTEC CONSULTING SERVICES, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager ATTACHMENTS: Attachment"A" Scope of Work Attachment"D" Fee Schedule Form Attachment"J" OCSD Safety Standards CMM PSA PSA2016-002 Page 16 of 16 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1-'day of June, 2016, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and D. WOOLLEY&ASSOCIATES, 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 to provide Professional Services for Surveying Services for the Sanitation District's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2016.002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on May 25, 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, and completeness and coordination of all tests, inspections, reports, and other services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants and/or Subcontractors. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants and/or Subcontractors. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. PSA PSA2016-002 Page 1 of 16 C. In the event that CONSULTANTS services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its tests, inspections, reports or other services within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, tests, inspections, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or (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 Two Hundred Thousand Dollars ($200,000), over a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the unit prices and/or hourly rates, as applicable, for the items included in Attachment"D" Fee Schedule. Each unit price and/or hourly rate represents all costs for performing the Work, including but not limited to technician labor, driving time, vehicles, equipment and materials, equipment calibration, overhead, profit, report writing, office reviews and supervision, and other miscellaneous charges. B. Other Direct Costs OCSD may authorize other items that may be necessitated due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. These items will be reimbursed based on actual cost incurred. A one-time mark-up of 15% for additional equipment rentals, materials and outside services required for field work and investigations may be allowed, as applicable, if justified. No additional markup is allowed by Consultant on other direct costs resulting from work performed by its Contractors. PSA PSA2016-002 Page 2 of 16 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. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. 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: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Audit Provisions stated herein below. C. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent It 00%)of the invoiced amount on a unit price or hourly rate basis per task order. D. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each task order. E. The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each task order. F. 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. PSA PSA2016-002 Page 3 of 16 G. 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. H. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, Subconsultant or Subcontractor: (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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this Agreement will exceed seventy-five percent(75%) of 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 requests for payment. 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. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) shall be subject to prevailing wage requirements with respect to such employees. PSA PSA2016-002 Page 4 of 16 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors 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 sec, 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(3). 7. AGREEMENTTERM The services provided under this AGREEMENT shall be for the period of three (3)years, commencing on June 1, 2016 and continuing through May 31, 2019. 8. 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 tests, inspections, reports, original plans, 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 PSA PSA2016-002 Page 5 of 16 AGREEMENT, the CONSULTANT shall have the right to make copies of all such tests, inspections, reports, plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the tests, inspections, reports, plans or deliverables 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. 9. 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 minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. PSA PSA2016-002 Page 6 of 16 C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. 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 One Million Dollars ($1,000,000) 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. PSA PSA2016-002 Page 7 of 16 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 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 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 PSA2016-002 Page 8 of 16 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 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. PSA PSA2016-002 Page 9 of 16 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. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants, Subcontractors and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA PSA2016-002 Page 10 of 16 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 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. 14. 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 and/or Subcontractors into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 15. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT: 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA PSA2016-002 Page 11 of 16 CONSULTANT: D. Woolley &Associates David E. Woolley 2832 Walnut Avenue, Suite A Tustin, CA 92780 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 16. 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 above. 17. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 18. 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. 19. 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. PSA PSA2016-002 Page 12 of 16 20. 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. 21. 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 he may be entitled. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. PSA PSA2016-002 Page 13 of 16 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. 24. 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. PSA PSA2016-002 Page 14 of 16 26. 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 Department and may be considered in future CONSULTANT selection processes. 27. 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 PSA2016-002 Page 15 of 16 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date D. WOOLLEY&ASSOCIATES By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager ATTACHMENTS: Attachment"A" Scope of Work Attachment"D" Fee Schedule Form Attachment"J" OCSD Safety Standards CMM PSA PSA2016-002 Page 16 of 16 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1-'day of June, 2016, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and MICHAEL BAKER INTERNATIONAL, INC., for purposes of this AGREEMENT hereinafter referred to as"CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant to provide Professional Services for Surveying Services for the Sanitation District's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2016.002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on May 25, 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, and completeness and coordination of all tests, inspections, reports, and other services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants and/or Subcontractors. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants and/or Subcontractors. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. PSA PSA2016-002 Page 1 of 16 C. In the event that CONSULTANTS services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its tests, inspections, reports or other services within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, tests, inspections, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or (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 Two Hundred Thousand Dollars ($200,000), over a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the unit prices and/or hourly rates, as applicable, for the items included in Attachment"D" Fee Schedule. Each unit price and/or hourly rate represents all costs for performing the Work, including but not limited to technician labor, driving time, vehicles, equipment and materials, equipment calibration, overhead, profit, report writing, office reviews and supervision, and other miscellaneous charges. B. Other Direct Costs OCSD may authorize other items that may be necessitated due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. These items will be reimbursed based on actual cost incurred. A one-time mark-up of 15% for additional equipment rentals, materials and outside services required for field work and investigations may be allowed, as applicable, if justified. No additional markup is allowed by Consultant on other direct costs resulting from work performed by its Contractors. PSA PSA2016-002 Page 2 of 16 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. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. 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: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Audit Provisions stated herein below. C. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent It 00%)of the invoiced amount on a unit price or hourly rate basis per task order. D. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each task order. E. The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each task order. F. 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. PSA PSA2016-002 Page 3 of 16 G. 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. H. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, Subconsultant or Subcontractor: (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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this Agreement will exceed seventy-five percent(75%) of 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 requests for payment. 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. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) shall be subject to prevailing wage requirements with respect to such employees. PSA PSA2016-002 Page 4 of 16 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract forwhich 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(3). 7. AGREEMENTTERM The services provided under this AGREEMENT shall be for the period of three (3)years, commencing on June 1, 2016 and continuing through May 31, 2019. 8. 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 tests, inspections, reports, original plans, 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 PSA PSA2016-002 Page 5 of 16 AGREEMENT, the CONSULTANT shall have the right to make copies of all such tests, inspections, reports, plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the tests, inspections, reports, plans or deliverables 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. 9. 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 minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. PSA PSA2016-002 Page 6 of 16 C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. 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 One Million Dollars ($1,000,000) 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. PSA PSA2016-002 Page 7 of 16 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 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 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 PSA2016-002 Page 8 of 16 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 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. PSA PSA2016-002 Page 9 of 16 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. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants, Subcontractors and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA PSA2016-002 Page 10 of 16 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 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. 14. 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 and/or Subcontractors into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 15. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT: 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA PSA2016-002 Page 11 of 16 CONSULTANT: Michael Baker International, Inc. William Cox 14725 Alton Parkway Irvine, CA 92618 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 16. 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 above. 17. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 18. 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. 19. 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. PSA PSA2016-002 Page 12 of 16 20. 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. 21. 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 he may be entitled. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. PSA PSA2016-002 Page 13 of 16 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. 24. 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. PSA PSA2016-002 Page 14 of 16 26. 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 Department and may be considered in future CONSULTANT selection processes. 27. 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 PSA2016-002 Page 15 of 16 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date MICHAEL BAKER INTERNATIONAL, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager ATTACHMENTS: Attachment"A" Scope of Work Attachment"D" Fee Schedule Form Attachment"J" OCSD Safety Standards CMM PSA PSA2016-002 Page 16 of 16 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1-'day of June, 2016, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and BUSH &ASSOCIATES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant to provide Professional Services for Surveying Services for the Sanitation District's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2016.002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on May 25, 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, and completeness and coordination of all tests, inspections, reports, and other services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants and/or Subcontractors. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants and/or Subcontractors. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. PSA PSA2016-002 Page 1 of 16 C. In the event that CONSULTANTS services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its tests, inspections, reports or other services within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, tests, inspections, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or (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 Two Hundred Thousand Dollars ($200,000), over a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the unit prices and/or hourly rates, as applicable, for the items included in Attachment"D" Fee Schedule. Each unit price and/or hourly rate represents all costs for performing the Work, including but not limited to technician labor, driving time, vehicles, equipment and materials, equipment calibration, overhead, profit, report writing, office reviews and supervision, and other miscellaneous charges. B. Other Direct Costs OCSD may authorize other items that may be necessitated due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. These items will be reimbursed based on actual cost incurred. A one-time mark-up of 15% for additional equipment rentals, materials and outside services required for field work and investigations may be allowed, as applicable, if justified. No additional markup is allowed by Consultant on other direct costs resulting from work performed by its Contractors. PSA PSA2016-002 Page 2 of 16 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. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. 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: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Audit Provisions stated herein below. C. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent It 00%)of the invoiced amount on a unit price or hourly rate basis per task order. D. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each task order. E. The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each task order. F. 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. PSA PSA2016-002 Page 3 of 16 G. 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. H. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, Subconsultant or Subcontractor: (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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this Agreement will exceed seventy-five percent(75%) of 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 requests for payment. 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. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) shall be subject to prevailing wage requirements with respect to such employees. PSA PSA2016-002 Page 4 of 16 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract forwhich 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(3). 7. AGREEMENTTERM The services provided under this AGREEMENT shall be for the period of three (3)years, commencing on June 1, 2016 and continuing through May 31, 2019. 8. 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 tests, inspections, reports, original plans, 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 PSA PSA2016-002 Page 5 of 16 AGREEMENT, the CONSULTANT shall have the right to make copies of all such tests, inspections, reports, plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the tests, inspections, reports, plans or deliverables 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. 9. 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 minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. PSA PSA2016-002 Page 6 of 16 C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. 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 One Million Dollars ($1,000,000) 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. PSA PSA2016-002 Page 7 of 16 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 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 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 PSA2016-002 Page 8 of 16 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 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. PSA PSA2016-002 Page 9 of 16 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. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants, Subcontractors and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA PSA2016-002 Page 10 of 16 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 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. 14. 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 and/or Subcontractors into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 15. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT: 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA PSA2016-002 Page 11 of 16 CONSULTANT: Bush &Associates, Inc. David A. Bush 18017 Sky Park Circle, Suite Q Irvine, CA 92614 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 16. 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 above. 17. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 18. 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. 19. 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. PSA PSA2016-002 Page 12 of 16 20. 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. 21. 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 he may be entitled. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. PSA PSA2016-002 Page 13 of 16 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. 24. 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. PSA PSA2016-002 Page 14 of 16 26. 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 Department and may be considered in future CONSULTANT selection processes. 27. 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 PSA2016-002 Page 15 of 16 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date BUSH &ASSOCIATES, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager ATTACHMENTS: Attachment"A" Scope of Work Attachment"D" Fee Schedule Form Attachment"J" OCSD Safety Standards CMM PSA PSA2016-002 Page 16 of 16 ADMINISTRATION COMMITTEE Meeting Dare TOBd.of Dir. 05/11/16 05/25/16 AGENDA REPORT Item Item Number 2 SO 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 16-08, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, the Assistant General Manager, or the Director of Operations and Maintenance 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 16-05." BACKGROUND Situations which result in Orange County being declared a state or federal disaster area can offer the opportunity for the Orange County Sanitation District (Sanitation 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 Governor's 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 authorized the General Manager and designee to apply for State and Federal Assistance. The California Governor's Office of Emergency Services does not accept designee listings. All authorized agents must be listed by title or name on the Resolution. PROPOSED SOLUTION Staff seeks a Board resolution authorizing the General Manager, the Assistant General Manager or the Director of Operations and Maintenance as agents to apply for funds on behalf of the Sanitation District. This designation remains in effect for three years from the date of the resolution. Page 1 of 2 TIMING CONCERNS In qualifying emergency situations, the Sanitation 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 Sanitation District may not be granted or able to secure available funds. PRIOR COMMITTEE/BOARD ACTIONS March 2016 - Adopted Resolution OCSD 16-05 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. 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. ATTACHMENT The following attachments)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Proposed Resolution No. OCSD 16-08 • Designation of Applicant's Agent Resolution for Non-State Agencies (Cal OES 130) Page 2 of 2 RESOLUTION NO. OCSD 16-08 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 16-05 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, at 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(Sanitation District), 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, on March 23, 2016, the Board of Directors of the Orange County Sanitation District adopted Resolution OCSD 16-05, which authorized the General Manager or designee to execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and relevant permit applicationsfor present and future disaster relief applications; and WHEREAS, California Govemor's Office of Emergency Services (Cal DES) has requested an updated Resolution from the Orange County Sanitation District specifically OCSD 16-08-1 designating each Orange County Sanitation District 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, the Assistant General Manager or the Director of Operations & Maintenance to sign FEMA/Cal DES applications, 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. NOW THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: 1. The General Manager, the Assistant General Manager or the Director of Operations & Maintenance are hereby designated as the agent for Orange County Sanitation District and authorized to sign FEMA/Cal DES 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 16-08; and 3. Resolution No. OCSD 16-05 adopted by the Board of Directors of the Orange County Sanitation District on March 23, 2016 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 May 25, 2016. John Nielsen Board Chair ATTEST: Kelly A. Lore Clerk of the Board OCSD 16-08-2 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 16-08 was passed and adopted at a regular meeting of said Board on the 25th day of May 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 25th day of May 2016. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 16-08-3 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 Applicanq THAT General Manager ,OR (Title of Authorized Agent) Assistant General Manager .OR (Title of Authorized Agent) Director of Operations and Maintenance (Title of Authorized Agent) is hereby authorized to execute for and on behalf ofthe Orange County Sanitation District a public 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 propose of obtaining certain federal financial assistance under Public Law 93-288 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. THAT the Orange County Sanitation District a public entity established under the laws ofthe State of Califomia, (Name of Applicant) hereby authorizes its agents)to provide to 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: iii'llus 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 25th day of May ,2016 John Nielsen, Board Chair (Name and Title of Governing Body Representative) (Name and Title of'Goverrdng Body Representative) (Name and Title of0overning Body Representative) CERTIFICATION I, Kelly A. Lore ,duly appointed and Clerk of the Board of (Name) (Title) Orange County Sanitation District ,do hereby certify that the above is a True and correct copy of a (Name of Applicant) Resolution passed and approved by the Board of Directors ofthe Orange County Sanitation District (Goveming Body) (Name ofAppliwm) on the 25th day of May ,2016. Kelly A. Lore,Clerk of the Board (signature) (Title) Cal OES 130(Rev.9/13) Page 1 ADMINISTRATION COMMITTEE Melting D310 TOBE.Or Dir. 05/11/16 05/25/16 AGENDA REPORT Item Item Number 3 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: CONSOLIDATED FINANCIAL REPORT FOR THE THIRD QUARTER ENDED MARCH 31, 2016 GENERAL MANAGER'S RECOMMENDATION Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2016. BACKGROUND Included in this consolidated report are the following quarterly financial reports for the period ended March 31, 2016: Third Quarter Budget Review The Budget Review Summary provides the Directors, staff, and the general public with a comprehensive overview of the financial results of the Orange County Sanitation District (Sanitation District)through the third quarter ended March 31, 2016. • Quarterly Treasurer's Report This section reports on financial portfolio performance with respect to the Sanitation District's funds. Both Long-Term and Liquid Operating Monies Portfolios are summarized. A performance summary table can be found on page 2 of this section. The report also contains information on the U.S. and global economic outlook from the Sanitation District's investment manager, Chandler Asset Management. • Certificates of Participation Quarterly Report The report includes a summary of each outstanding debt issuance and a comparative chart illustrating the COP rate history. RELEVANT STANDARDS Quarterly financial reporting ADDITIONAL INFORMATION The quarterly treasurers report contained within the Consolidated Financial Reports for the Third Quarter Ended March 31, 2016 is being submitted in accordance with the Page 1 of 3 Sanitation District's investment policy that requires the report be submitted to the governing body following the end of each quarter and includes the following information: • Performance results in comparison with the 3-month treasury bill index for the liquid operating portfolio; and the Merrill Lynch Corp./Govt. 1-5 Year Bond index for the long term portfolio as identified in the investment policy; and the Time-weighted total rate of return for the portfolio for the prior three months, twelve months, year to date, and since inception compared to the Benchmark returns for the same periods: Portfolio Performance Summary Quarter Ended March 31,2015 Liquid Operating Monies(%) Long-Tenn Operating Monies(%) Total Rate Total Rate of of Return BenchmarkM Return Benchmark(" 3 Months 0.17 0.07 1.54 1.56 6 Months 0.22 0.11 1.21 1.00 9 Months 0.28 0.12 1.74 1.68 12 Months 0.33 0.12 1.58 1.68 Since inception 30 Nov 2014 0.30 0.10 1.63 1.74 • A listing of individual securities held at the end of each reporting period (see the detailed listings of each security contained within the report). • Cost and market values of the portfolios: Liquid Oper. Long-Term Cost $63.8 M $318.6 M MV $63.8 M $319.9 M • Modified duration of the portfolio compared to Benchmark: Liquid Oper. Long-Term B.M. 0.13 2.59 Port. 0.27 2.48 • Dollar change in value of the portfolio for a one-percent (1%) change in interest rates: Liquid Oper.- $169,481 Long-Term- $7,914,181 • None of the portfolios are currently invested in reverse repurchase agreements. • The percent of the Liquid Operating Monies portfolio maturing within 90 days: 63.2% Page 2 of 3 • Average portfolio credit quality: Liquid Oper. —AA+/Aa1 Long-Term —AA+/Aa1 • Percent of portfolio with credit ratings below "A" by any rating agency, and a description of such securities: Liquid Portfolio- no exceptions Long Term Portfolio- Percent of portfolio—4.3% Maturity Cost Date Moody 5&P Fitch AMRESCO Residential Securities 1999-1 $ 100,432.85 6/25/2029 Not Rated AA+ BBB Goldman Sachs Group Inc. Note $ 1,895,068.00 3/22/2016 A3 BBB+ A Bank of America Corp Note $ 4,334,014.00 12/1/2017 Baal BBB+ A Goldman Sachs Group Inc. Note $ 692,806.00 1/18/2018 A3 BBB+ A American Express Credit Card Note $ 3,377,385.79 3/19/2018 A3 BBB+ A+ Morgan Stanley Note $ 3,200,848.00 7/28/2021 A3 BBB+ A • All investments are in compliance with this policy and the California Government Code, except for the following Lehman Brother holdings that the District is pursuing collection through the bankruptcy court: Lehman Brothers Note-Defaulted $600,000 par value purchased 9/18/2008 Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008 • Sufficient funds are available for the Sanitation District to meet its operating expenditure requirements for the next six months. CECA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)may be viewed on-line at the OCSD website(W55 .ocsd.coml with the complete agenda package: • Consolidated Financial Report for the third quarter ended March 31, 2016 (provided as separate attachment) Page 3 of 3 ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir. 05/11/16 05/25/16 AGENDA REPORT Item Item Number 4 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: GENERAL MANAGER APPROVED PURCHASES GENERAL MANAGER'S RECOMMENDATION Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2016— March 31, 2016. BACKGROUND Staff provides the Administration Committee and the Board of Directors quarterly reports of General Manager approved purchases between $50,000 and $100,000. RELEVANT STANDARDS • Quarterly Financial Reporting • Ensure that the public's money is wisely spent PROBLEM N/A PROPOSED SOLUTION In accordance with Board of Directors purchasing policies, Ordinance No. OCSD47, the General Manager has authority to approve purchases between $50,000 and $100,000. Below is a summary of General Manager approved purchases, in amounts exceeding $50,000, for the third quarter of fiscal year 2015-16. Page 1 of 2 Vendor Name Amount Department Description/Discussion Preventative Maintenance, Testing, BEC BUILDING Administrative Inspection, Repair and Alteration of Fire ELECTRONIC $60,000.00 Services Alarm Systems. CONTROLS INC 2/29/16 to 2/28/17 Board Award: M.O. 5/23/07, Item 11(p) CEMTEK Computer and Operating System Upgrade ENVIRONMENTAL, $52,257.00 Administrative for CenGen and CoGen at Plants 1 &2. INC. Services Sole Source Justification# 1456 Reason: Unique Product/Service Lab Equipment- Microscopes and Camera. Approved CORF Budget: FY 2015-16 JH 95740 Operations & University of Wisconsin-Madison Contract $61, . TECHNOLOGIES, Maintenance #11-5171, in accordance with Ordinance No. INC. OCSD-47, Section 2.03(B) Cooperative Purchases Facilities On-Call Traffic Control Services. RCS SAFETY, LLC $64,634.00 Support 3/1/16 to 2/28/17 Services with optional four(4) 1-year renewal periods. Specification No. S-2016-742 Maintenance and Calibration for SEA BIRD Operations & Oceanographic Sampling Equipment on the ELECTRONICS $60,000.00 Maintenance MN Nerissa. INC 7/1/16 to 6/30/18 Board Award: M.O. 5/23/07, Item 11(p) SOUTH COAST Operations & Various Vessel Maintenance on the M/V SHIPYARD INC $56,350.00 Maintenance Nerissa. Specification No. S-2015-740 UNITED PARCEL Convenience Blanket for United Parcel SERVICE $70,000.00 Administrative Service (UPS). CERRITOS Services 7/01/16 to 6/30118 GM 1.2 Section V(B) ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: N/A Page 2 of 2 ADMINISTRATION COMMITTEE Melting D310 TOBE.Or Dir. 05/11/16 05/25/16 AGENDA REPORT Item Item Number s 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: COOPERATIVE PROCUREMENT WITH THE U.S. GENERAL SERVICES AGREEMENT (GSA) GENERAL MANAGER'S RECOMMENDATION Authorize purchases of information technology hardware, software, services, and licensing & maintenance agreements using the U.S. General Services Agreement (GSA) IT Schedule 70 through the contract expiration date, December 31, 2019, for a total amount not to exceed $2,500,000, in accordance with OCSD Ordinance OCSD47, Section 2.03(B) Cooperative Purchases. SUMMARY The Orange County Sanitation District(Sanitation District)desires to use the U.S. General Services Agreement(GSA) IT Schedule 70, a widely used means in providing technology hardware, software, services, and licensing & maintenance agreements. This is based on contract pricing, breadth of product offerings, availability, and the ease of using online ordering systems. Large capital items will be procured through the bidding process. Information Technology (IT) currently uses vendors providing technology items and recurring maintenance support and services using U.S. General Services Agreement (GSA) IT Schedule 70. Examples include: • ESCgov (IBM Maximo Support) • Cornerstone OnDemand (software and related services) • PCM-G, Inc. (software) • Immix Technology (training, consulting and electronic discovery services) • DLT Solutions (software maintenance and licenses) • Datalink Networks (data storage systems) • Hershey Technology (Share Point services) BACKGROUND The U.S. General Services Agreement IT Schedule 70 is the largest, most widely used acquisition vehicle in the federal government. Schedule 70 is an indefinite delivery/indefinite quantity (IDIQ) multiple award schedule, providing direct access to products, services, and solutions from more than 5,000 certified industry partners. It is Page 1 of 3 one of the leading national government purchasing cooperatives, providing government procurement resources and solutions to local and state government agencies, school districts (K-12), higher education institutes, and nonprofits looking for the best overall supplier government pricing. The program is available to all State of California governmental entities (State agencies, cities, counties, special districts, school districts, universities, etc.)that expend public funds for the acquisition of both goods and services. IT Schedule 70 offers federal, state, and local governments innovative solutions to their information technology needs. RELEVANT STANDARDS Ensure that the public's money is wisely spent PROBLEM The procurement process for information technology items and services for a local agency like the Sanitation District involves various efforts and associated costs. IT needs to work diligently in finding ways to streamline the procurement process while minimizing costs for the procurement of technology items. PROPOSED SOLUTION The Sanitation District's purchasing power is limited; therefore, utilizing the cooperative agreements of other large agencies, who have completed a vetted procurement process, is a viable and economical solution. TIMING CONCERNS Procurement and deployment of new systems and solutions are imperative to support plant operations and maintenance initiatives without delay. Procurement of new technology items as well as maintenance of existing software, hardware, peripherals, and services are necessary to ensure continuous system uptime and uninterrupted technology services. RAMIFICATIONS OF NOT TAKING ACTION Increased cost related to the procurement of technology items; increased risk of being unable to or delay support plant operations and maintenance. PRIOR COMMITTEE/BOARD ACTION/S: December 2014: Board Award M.O. 12/17/2014, Item 17 ADDITIONAL INFORMATION In order to properly maintain and repair Sanitation District facilities, the Information Technology division has needs to purchase computers and peripheral parts and supplies. Page 2 of 3 Such item requirements have been forecasted based upon projected obsolete equipment, historical product failure rates, and new items to address general capacity, redundancy, or security. Since technology changes so frequently, it is not appropriate to stock these items in the Sanitation District's warehouses. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. This item has been budgeted in the established annual Joint Operating budget. ATTACHMENT 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: N/A Page 3 of 3 ADMINISTRATION COMMITTEE M%1110,Dae TOBd.OfDV OS/11/16 05/25/16 AGENDA REPORT Item Item Number 6 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: 2016 BENEFITS PROGRAM GENERAL MANAGER'S RECOMMENDATION A. Approve funds to make payments to the healthcare and welfare insurance vendors listed on the following table for the months of July 2016 through December 2016, at which time all benefits will be aligned with the calendar year. No. Vendor Plan T pe Not To Exceed 1 Em to ee Benefit S ecialists EBS Medical, Dental,Vision, Em to ee Assistance Pr ram $ 1,650,000 2 Prudential Basic Life, Short-and Long-Ter Disability $ 310,.0. 3 IThe Standard Executive Disability $ 15,000 TOTAL $ 5,975,000 B. Authorize pre-payment for the July 2016 EBS invoice prior to July 1, 2016 to comply with vendor requirement of payment one month in advance; and C. Authorize reallocation in the already approved amount of $115,000 from the FY 2015/16 EBS line item to the Prudential line item. BACKGROUND The Orange County Sanitation District (Sanitation District) provides healthcare and welfare insurance benefits in accordance with its Memoranda of Understanding (MOUs) and personnel policies. Historically, the Sanitation District's healthcare and welfare insurance plans have been based on fiscal year, July through June, and projected expenses are approved by the Board annually in June. In June 2015, the Board approved funds for payment to the insurance carriers through June 2016 for a total amount not to exceed $11,830,053. In May 2015, the Board approved moving the Sanitation District's medical insurance from direct contract with the carriers to joining the insurance risk sharing pool under California State Association of Counties — Excess Insurance Authority (CSAC-EIA). The association with CSAC-EIA resulted in immediate and future cost savings to the District in medical insurance premiums; dictated a change from fiscal to calendar-based plan year, from January through December; and created a change in payment terms with one of the vendors, EBS, which now requires payment a month in advance. Page 1 of 5 As a result of these changes, the Sanitation District seeks authorization for: A) Payment to the insurance carriers through December 2016; B) Advance payment to EBS in June for the July 2016 premium; and C) Reallocation of funds approved by the Board in FY2015/16 for payment of insurance premiums. RELEVANT STANDARDS • Competitive compensation and benefits PROBLEM A) Based on Board approval, the Sanitation District is authorized to make payments to insurance carriers through June 2016 only, and is seeking authorization for payment to the insurance carriers from July 2016 through December 2016 to ensure continued coverage for employees and eligible dependents. The amounts requested for the six (6) month period of July through December 2016 are estimates based on current and projected enrollments. With the move to CSAC-EIA, the Sanitation District's plan year will change from fiscal to calendar, from January 2017 through December 2017. Initial renewal rate quotes are expected from the Sanitation District's operational insurance broker(Alliant)in July 2016, and an update will be provided to the Board thereafter, based on carrier negotiation outcomes. B) A separate impact of the move to CSAC-EIA included a change in the payment terms with EBS, which previously allowed payment in arrears, and now requires payment one month in advance. Due to this change, the Sanitation District must pay the July 2016 premium in June 2016 to ensure continued coverage. The FY 2016/17 budget has not yet been approved by the Board; therefore, the Sanitation District is seeking authorization to pay the July 2016 EBS invoice prior to July 1, and the amount paid will be appropriated to the FY 2016/17 budget following Board approval. C) In June 2015, the Board approved payment to Prudential for FY 2015116 for an amount not to exceed $494,290. Due to an oversight, the amount approved accounted for only the employer-paid portion and did not include the amount necessary to pay for the employee-paid (but reimbursed to the Sanitation District) plans. This has resulted in a shortage on the FY 2015/16 Prudential line item of $115,000. Therefore, the Sanitation District is seeking Board authorization for a one-time reallocation of funds from the FY 2015/16 EBS line item, approved at an amount not to exceed $11,305,763, to cover this shortage. The reallocation would not result in an increase to the overall FY 2015/16 benefits program costs. Page 2 of 5 PROPOSED SOLUTION A) Authorize payment to the insurance carriers for the transitional six (6) month period of July 1, 2016 through December 31, 2016 to cover the change in plan years, for a total amount not to exceed $5,975,000, which is distributed as follows: No. Vendor Plan Tvrae I Not To Exceed 1 Employee Benefit Specialists EBS Medical, Dental, Vision, Employee Assistance Program $ 5,650,000 2 Prudential Basic LNe, Short-and Long-Term Disability $ 310,000 3 The Standard Executive Disability $ 15,000 TOTAL $ 5,975,000 B) Authorize payment to EBS in June for the July 2016 premium, and apply the payment toward the FY 2016/17 budget. C) Authorize the reallocation of$115,000 from the Board-approved FY 2015/16 EBS line item to the Prudential line item for timely payment of insurance premiums. The overall FY 2015/16 benefits program costs previously approved by the Board would remain unchanged, while the line item costs would change as follows: 1T2015n6 Not To Exceed No.Vendor Plan Type Before Reallocation After Reallocation 1 Employee Berefit S ecialists EBS Medical Dental Vision Employee Assistance Pro ram $ 11,305,]63 $ 11 190]63 2 PrWeMial Basic Life,Short-ant Lo -Tenn Disability $ 49a,290 $ 609,290 3 Tha Standard E cu[he Disability $ 30,000 $ 30,000 TOTAL $ 11,830,053 $ 11,830,053 TIMING CONCERNS Board approval is necessary in May 2016 for timely payment of healthcare and welfare insurance invoices and to ensure continued coverage for the Sanitation District employees and eligible dependents, in accordance with MOUs and personnel policies. RAMIFICATIONS OF NOT TAKING ACTION Without Board approval, the Sanitation District cannot pay the healthcare and welfare insurance invoices for the months of July 2016 through December 2016, resulting in the interruption of medical, dental, vision, and Employee Assistance Program (EAP) coverage and services to employees and eligible dependents; and the Sanitation District would not be meeting its obligation to provide these benefits as provided for in MOUs and personnel policies. PRIOR COMMITTEE/BOARD ACTIONS June 2015: The Board of Directors approved the FY 2015/16 benefits program renewal costs for a total amount not to exceed $11,830,053. May 2015: The Board of Directors ratified the use of General Manager's Purchasing Authority, Ordinance OCSD-44, Article 2, Section 2.03E (Critical Time-Sensitive Page 3 of 5 Procurement)authorizing the General Manager to sign a memorandum of understanding (contract)with the California State Association of Counties— Excess Insurance Authority (CSAC-EIA)for medical insurance, effective July 1, 2015. May 2015: The Board of Directors adopted Resolution No. OCSD 15-11, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Approving Medical Insurance Changes Identified Through the 2015 Medical Reopener Negotiations." ADDITIONAL INFORMATION Medical Insurance The Sanitation District's medical benefits are designed to help maintain wellness and protect employees and their families from major financial hardship in the event of illness or injury. The Sanitation District offers a range of medical plans through Anthem Blue Cross and Kaiser Permanents. Dental Insurance The Sanitation District provides the Delta Dental plan to all eligible employees and dependents. Vision Insurance The Sanitation District provides vision insurance to all eligible employees and dependents through Anthem Blue View Vision. Basic Life Insurance Life insurance provides protection for an employee's beneficiary in the event of death. All benefit eligible full-time and part-time employees automatically receive Basic Life and Accidental Death & Dismemberment insurance coverage through Prudential Insurance Company of America. The benefit amount is $50,000 for employees, $100,000 for managers, and 2x's of salary for executive managers. Short-Term Disability Insurance The Short-Term Disability insurance plan protects employees when non-work related illness or injury makes it impossible for them to work for a short period of time. Under the plan, income may be continued for up to 90 days. The Sanitation District pays the entire cost of coverage for regular full-time and part-time employees with five or more years of service. Coverage is offered through Prudential. Long-Term Disability Insurance The Long-Term Disability insurance plan protects employees when an illness or injury makes it impossible for them to work for an extended period of time. Under the plan, employees who are disabled for more than 90 days are eligible to receive a benefit of 67% of their basic monthly pay. Coverage is offered through Prudential. Page 4 of 5 Executive Disability The additional long-term disability insurance plan provides increased income protection for executives and managers. Under the plan, eligible employees who are disabled for more than 90 days due to a non-work related illness or injury are eligible to receive an additional benefit of $3,100/month. The first $5,000/month is covered by the Sanitation District group long-term disability plan benefit. Coverage is offered through The Standard. Employee Assistance Program The EAP plan protects employees and family members when they need help with personal problems such as marital and relationship problems; stress, anxiety, and depression; grief and loss; or substance abuse. Coverage is offered through ComPsych. FINANCIAL CONSIDERATIONS The funds for the renewal of these insurances are derived from the Sanitation District Operating Budget and have been included in the FY 2016-17 budget. This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Line item: Salaries & Benefits, Section 4, Page 77). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 5 of 5 ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Or Dir. 05/11/16 05/25/16 AGENDA REPORT Item Item Number 7 Is Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: 2016-17 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS GENERAL MANAGER'S RECOMMENDATION Approve not-to-exceed numbers as follows, with the understanding that the Orange County Sanitation District's (Sanitation District)insurance brokerwill continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies: 1. Excess liability insurance - $460,506. 2. Excess workers compensation insurance - a rate of $0.332 per $100 of payroll (estimated premium at$218,000). 3. Property and Boiler& Machinery combined - $725.595. 4. Earthquake insurance - $81,131. BACKGROUND The Sanitation District budget provides funds for the renewal of the following five major insurances for the Sanitation District's operations: 1) Excess General Liability Insurance 2) Excess Workers' Compensation 3) All-Risk Property and Flood insurance 4) Boiler& Machinery insurance 5) Earthquake Insurance These insurance policies expire each June 30, and the Sanitation District's insurance broker works with staff to procure renewals at the best rates available. In the past, the Committee has asked that the insurance broker present not-to-exceed numbers in May rather than in June, so that the Committee is presented with numbers in a timely manner. According to the insurance broker, these numbers represent a reduction from the estimates given at the Administration Committee meeting in April, except for the excess liability insurance, which is higher. RELEVANT STANDARDS • Protection of the Orange County Sanitation District's assets Page 1 of 2 PROBLEM Insurance is needed to protect the Sanitation District's financial well-being. TIMING CONCERNS Current insurance expires June 30, 2016. RAMIFICATIONS OF NOT TAKING ACTION Action must be taken before June 30, 2016 or the Sanitation District's insurance will lapse. PRIOR COMMITTEE/BOARD ACTIONS May 2015 - The Board approved renewal of the above five policies for the period July 1, 2015 through June 30, 2016. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance OCSD-47. These items have been budgeted. 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: Informational item presented in April 2016 to the Committee Page 2 of 2 ADMINISTRATION COMMITTEE Meeting Dare To ad.of DV 04/13,16 — AGENDA REPORT Item Number Item Number 6 — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: STATUS OF 2016-17 PROPERTY-LIABILITY INSURANCE RENS GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY e)'�` BACKGROUND �S$ Historically, the Administration Committee has aske status updates regarding the renewals of major insurance policies each year. Thp isk Management Division and the Orange County Sanitation District's (S it�$ion District) operational insurance broker begin the process of renewal eacuary, and final quotes are typically received in June, shortly before the b��egQQirrl of the new fiscal year. The Sanitation District budget providtl nds for the renewal of the following five major insurances for District operation 1) Excess General Liability rance 2) Excess Workers' Co ation 3) All-Risk Property an ood insurance 4) Boiler& MachinRkNsurance 5) Earthquake(nnS nce The inform this report is supplemented by the insurance broker's update report which is�ted. REL6DSTiNT STANDARDS Protection of the Orange County Sanitation District's assets TIMING CONCERNS • Current insurance expires June 30, 2016 Page 1 of 4 RAMIFICATIONS OF NOT TAKING ACTION None at this time because this is informational only. However, action must be taken before June 30, 2016 or the Sanitation District's insurance will lapse. PRIOR COMMITTEE/BOARD ACTIONS May 2015—The Board approved renewal of the above four policies for the period uly 1, 2015 through June 30, 2016. ADDITIONAL INFORMATION 1) Excess General Liability Insurance Program QD The Sanitation District's Excess General Liability Insurance Rgrarn is currently provided through the California Municipal Excess Liability Pr m (CAMEL) and its sister program, the Alliant National Municipal Liabilit gram (ANML). The Sanitation District has participated in the CAMEL progrAsince FY 1996-97. This program currently provides the Sanitation t with a $40 million policy of comprehensive coverage for municipal liability ily injury and property damage, and personal injury. The program was s red to also include Employment Practices and Public Officials Errors&Orris s coverage. The$40 million coverage has a self-insured deductible of $500,OtZ Since 1997, the Employment Practices portion of coverage has been enhar from a $2 million sub-limit to the full policy limit. The actual insurance covers 4rogrrrf ntly consists of three separate layers. The first layer is the "Basic" $10 mil ' am with self-insured retention of $500,000. The second layer consists o million of coverage in excess of the first layer of $10 million. The third lay g"i 10 million of coverage in excess of the second layer. The premium fos* R 116 for the three layers was $384,080. 2) Excess WoMsIrsCompensation Insurance The s Workers' Compensation insurance coverage is with the California State As ion of Counties Excess Insurance Authority (CSAC EIA). The Sanitation ct has participated in this program or its predecessor since 2003. Excess rkers' Compensation Program currently provides so-called "Statutory" (unlimited) coverage with a self-insured retention (SIR), or deductible, of $1,000,000. The deductible was increased to $1,000,000 from $750,000 in 2015. The use of Excess Workers' Compensation Insurance dates back to the late 1980's. At that time, the Fiscal Policy Committee approved an SIR, or deductible, of$250,000, for such coverage. Page 2 of 4 Due to the hardening of the workers' compensation market, this deductible was raised to $500,000 beginning in FY 2002-03 through a policy with Employers Reinsurance Corporation (ERC)that provided coverage at the time of$25 million with a self-insured retention (SIR), or deductible of$500,000. Some additional risk may be associated with the CSAC EIA joint powers authority in that a premium surcharge can be assessed to individual members if an unusually large number of losses were to occur outside of the actuarial evaluation estimms. However, historically the CSAC EIA premiums for excess workers compensatio%PnWe been so much less than competing quotes available to the Sanitation DistricW�at�van if there were a surcharge, the cost might still continue to be cheaper. +J� The renewal of the Excess Workers' Compensation Insurance for t od July 1, 2015 through June 30, 2016 was at an estimated premium of$ 000 based on the estimated 2015-16 payroll. Since the premium itself is baskton final payroll, the Sanitation District will not know the exact final premium unt�t� ear is over. 3) All-Risk Property and Flood Insurance ` The All-Risk Property and Flood Insurance Progra operty Insurance) provides for comprehensive coverage for much of the S ion District's real and personal property regarding virtually all perils includi flood, and business interruption. Current Property Insurance limits are kollion for most perils other than flood and earthquakes, and $300 million for fl ith many sub-limits for various situations. In order to reach $1 billion in limits, iy� roker had to arrange for more than a dozen different insurers. The SIR is $200 per occurrence for most types of losses. Since the late 1990's, th operty Insurance has been with a nationwide joint purchase property in r program called Public Entity Property Insurance Program (PEPIP), on o e world's largest property programs. It is important to note that this joint purproperty insurance program offers the purchasing power of numerous large c entities without the pooling or sharing of coverage or losses. The renew All-Risk Property and Flood Insurance (excluding Boiler& Machinery) for the p t5h July 1, 2015 through June 30, 2016 was at a premium of$662,539.10. 4) Bo' Machinery Insurance le Boiler& Machinery insurance program provides comprehensive coverage for loss `caused by machinery breakdown and explosion of steam boilers or other covered process equipment, including damage to the equipment itself and damage to other property caused by covered accident. The current Boiler & Machinery insurance program provides coverage ($100 million per occurrence with deductibles ranging from $25,000 to $350,000)for losses caused by covered machinery breakdown (e.g., motors, steam turbines, digesters, co-gen Page 3 of 4 engines). Damages to the equipment, as well as damages to other property and improvements caused by the machinery breakdown, are covered by the boiler & machinery insurance. This program augments the Sanitation District's all-risk property insurance that covers perils such as fire and flood. The renewal of the Boiler & Machinery Insurance Program for the period July 1, 2014 through June 30, 2015 was at $23,667.5) Earthquake Insurance () NCr O The Sanitation District previously carried earthquake insurance as part of1►r1Aoperty Insurance, but in the last 15 years earthquake insurance was imposs II tdobtain or not cost-effective. The Sanitation District asked its insurance br ach year to survey the market to see if rates have changed. Finally, in 2015 a n was created to insure seven key District structures identified by Engineering keeping the cost in line. The insurance has a high deductible and a limit of Ilion in total. The cost of the Earthquake Insurance for 2015-16 is $80, 71.23. CEQA e��wv,, N/A e FINANCIAL CONSIDERATIONS �� N/A N ATTACHMENT The following attachment(s)are inclu 'n hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the compl nda package: Letter of Updat Alliant Insurance Services Pa Page 4 of 4 44/liant DRIVER SPECIALTY GROUP March 23, 2016 Mr. Randall Kleinman Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 2016-2017 Insurance Renewal Budgeting Dew Randy: •ig gya} We are midstream in the 2016 renewal process with discussio �; v h i( cSD's insurance carriers and other markets for the to rthcom h a it is too early to have exact renewal costs, we can sa that o &hmpensation arena, which we discuss below, the ins"""uran ggg�� vorably. Therefore, aside from any market shocks, or i gthilO 's operations, we feel comfortable with the following costprojec 11— Dollar Excess Liability 2015 2016 Change % Change Limit 40,000,000 40,000,000 - - SIR 500k/500k 500k/500k - - Total Premium 383,755 402,943 19,188 5% Excess Workers' Comp Payroll 63,083,100 65,659,233 2,576,133 4.5% Limit Statutory Statutory - - Rate Per$100 0.3091 1 0.3685 - 19.5% SIR 1,000,000 1,000,000 - - Premium 195,000 218,000 23,000 11.7% Property (incl.B& Values 1,864,845,724 1,918,816,652 53,970,928 3% Rate Per$100 0.038 0.040 - 5% Premium 705,186 761,875 56,689 8% Earthquake Values 61,216'088 61,931,687 715,599 too Rate Per$100 0.131 0.131 - - Premium 80,471 81,131 659 1% Total Premium 1,364,412 1,463,949 99,536 7% Alliant Insurance Services,Inc. • 100 Pine Sheet, 10 Floor•San Francisco,CA 94111 Panne(415)403-1400•w .allian6nsuran exom•License No.OC36861 44/liant DRIVER SPECIALTY GROUP Mr. Randall Kleinman March 23, 2016 Page 2 What is most noticeable in the table above is the increase projected, for the Excess Workers Compensation coverage. As you are aware, the District participates in the California State Association of Counties Excess Insurance Authority. The Authority (or EIA)releases a series of premium estimates throughout pre-renewal cycle. Initial figures are always presented in a range, which from their previously distributed December 2015 notice, was a range of $217,000 to $242,000. We have subsequently received the March update where the EIA is projecting a cost at the bottom end of that range at $218,000. Further, as we have done in the past, we plan to shop the District's excess workers compensation program in the open market to develop alternative options. The property and excess liability markets remain stable with little in the a fa( e change anticipated. On the property, the District's values show an incre o ¢ 9t r period resulting from a recent trending process. We can d' use, ' t ' t I of concern. Our team is working now to assure9qt��hat t{{hi�s fig$g, On Gene a Li g{,�� } BBj `I�tg a 5% increase simply as a conservative measure. We are hopeful Ill remain favorable. Of note, last year, the District reviewed three options for adju ing the Self Insured Retentions (SIR) on the program. We are happy to present such options again if need be. On a very positive note, the Earthquake market remains aggressive, and we are cautiously optimistic that a decrease may be achieved. Again however, we want to err to the conservative, so would ask you to budget "flat" for this coverage. If the District is pleased with the coverage, this could be a good time to consider expanding the program to cover more key locations. As always, we look forward to discussing the programs and the renewal strategy in more detail with you, and appreciate the opportunity to be of service to the District. V4or , Dul e Sce n (4 -142 direct . dmulqueeney@alliant.com Alliant Insurance Services,Inc. • 100 Pine Sheet, 10 Floor•San Francisco,CA 94111 Panne(415)403-1400•w .allian6nsurancexom•License No.OC36861 BOARD OF DIRECTORS Meeting Date TOBE.Or Dir. -- 05/25/16 AGENDA REPORT Item Item 16 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: EXTEND STATED EFFECTIVE PERIOD OF LOCAL SEWER SERVICE CHARGES IN AREA 7 AND AUTHORIZE SUCH CHARGES TO BE COLLECTED ON THE COUNTY TAX ROLL GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 16-09 entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Directing the County Tax Collector-Treasurer to include Local Sanitary Sewer Service Charges on the Tax Roll for Fiscal Year 2016-2017, and for Each Fiscal Year Thereafter Unless Otherwise Amended by the Board." BACKGROUND The core function of the Orange County Sanitation District (Sanitation District) is to operate a regional network of trunk sewers that delivers wastewater generated within its jurisdiction to the Sanitation District's treatment and disposal facilities. Despite this, the Sanitation District has maintained the local sewers of approximately 18,000 parcels located in former Revenue Area 7. Former Revenue Area 7 encompasses portions of the City of Tustin as well as unincorporated areas of Orange County north of the City of Tustin. To allow the Sanitation District to recover the reasonable costs to provide local sewer service to individual properties within former Revenue Area 7, on June 25, 2008, the Board of Directors adopted Ordinance No. OCSD-38 establishing local sewer service charges for customers receiving local sewer service in former Revenue Area 7. On May 22, 2013, the Board of Directors adopted Ordinance No. OCSD43, which amended Ordinance No. OCSD-38, extending the effective period of local sanitary sewer service charges, etc. The revenues generated from the local sewer service charges have been used for (i) the acquisition, construction, reconstruction, maintenance, and operation of the local sewer system facilities in former Revenue Area 7, (ii) to repay principal and interest on debt instruments, and (iii) to repay federal and state loans issued for the construction and reconstruction of said sewerage facilities, together with costs of administration and provisions for necessary reserve. The Sanitation District entered into an agreement with East Orange County Water District (EOCWD) on February 27, 2014 to transfer ownership and the responsibility for the local sewers in Service Area 7 from Orange County Sanitation District to EOCWD. In 2015, while approval of the transfer was pending, the Board approved an extension of the agreement. Page 1 of 3 1155845.1 The Orange County Local Agency Formation Commission (LAFCO)approved the transfer of ownership in and the assumption of responsibility for the Local Sewer Facilities to EOCWD on April 13, 2016. The LAFCO approval was adopted as Resolution of the Orange County Local Agency Formation Commission RO 14-01 (LAFCO Resolution RO 14-01) on May 11, 2016 and is subject to several terms and conditions, one of which requires EOCWD to reduce the Local Sewer Service User Fee (the Fee) to half the rate currently charged by the District as described in the final Plan for Service and Financial Projections submitted to LAFCO by EOCWD. Due to Proposition 218 requirements, it is not feasible for EOCWD to immediately collect the Fee. In the interim, LAFCO requires the Sanitation District to continue to collect, account for, and promptly transmit any such revenues it receives from the County property tax roll collection that are attributable to the Fee imposed in Service Area 7 until such time as EOCWD is able to establish its own Annual Local Sewer Service User Fee. The existing local sewer service charges for residential users for fiscal year 2015-2016 are $216.00 for a single family residential unit and $151.20 for a multi-family residential unit. The proposed extension will reduce the rate collected in accordance with EOCWD's Plan for Service and Financial Projections to $108.00 for a single family residential unit and $75.60 for a multi-family residential unit. The proposed Resolution No. OCSD 16-09 (amendment to Ordinance No. OCSD-43), proposes to establish the reduced fees, which shall remain in effect for each fiscal year thereafter unless otherwise amended by the Board of Directors. RELEVANT STANDARDS • Support transfer of local sewer service in former Revenue Area 7 to EOCWD • Section 5473 of the California Health and Safety Code provides that sewer service charges may be collected as a separate line item on the annual property tax roll. The Sanitation District has utilized this method of fee collection since the inception of these local sewer service fees. The Health and Safety Code requires a new Resolution from the Sanitation District directing the County Tax Collector to collect these fees on the tax roll. • LAFCO Resolution RO 14-01 requires the Sanitation District to collect the sewer service charges from former Revenue Area 7 until such time as EOCWD can do so itself. PROBLEM The Board must adopt a resolution directing the County Tax Collector to collect these reduced fees on the tax roll to comply with the conditions identified in LAFCO Resolution RO 14-01. PROPOSED SOLUTION Adopt a resolution directing the County Tax Collector to collect these reduced fees on the tax roll. Page 2 of 3 1155M5.1 TIMING CONCERNS The Board must adopt the resolution at the Board of Directors meeting on May 25, 2016 to meet the conditions of the LAFCO Resolution RO 14-01 approving the transfer of the local sewers to EOCWD. RAMIFICATIONS OF NOT TAKING ACTION Non-compliance with LAFCO Resolution RO 14-01. PRIOR COMMITTEE/BOARD ACTIONS December 2015 —Approved Second Amendment to the Local Sewer Facilities Transfer Agreement with East Orange County Water District. April 2015—Approved First Amendment to the Local Sewer Facilities Transfer Agreement with East Orange County Water District. February 2014 — Approved the Local Sewer Facilities Transfer Agreement with East Orange County Water District. May 2013 — Adopted Ordinance No. OCSD-43, which amended Ordinance No. OCSD-38, extending the effective period of local sanitary sewer service charges, etc. June 2008—Adopted Ordinance No. OCSD-38 establishing local sewer service charges for customers receiving local sewer service in former Revenue Area 7. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS All sewer service charges collected will be maintained and accounted for and any such revenue received attributable to the Fee will be transmitted to EOCWD. ATTACHMENT The following attachment(s)are attached 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 16-09 • LAFCO Resolution RO 14-01 Page 3 of 3 1155M5.1 RESOLUTION NO. OCSD 16-09 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT DIRECTING THE COUNTY TAX COLLECTOR-TREASURER TO INCLUDE LOCAL SANITARY SEWER SERVICE CHARGES ON THE TAX ROLL FOR FISCAL YEAR 2016-2017, AND FOR EACH FISCAL YEAR THEREAFTER UNLESS OTHERWISE AMENDED BY THE BOARD. The Board of Directors of the Orange County Sanitation District ("District') does hereby find: A. On May 22, 2013, the Board of Directors adopted Ordinance No. OCSD-43, an Ordinance of the Board of Directors of Orange County Sanitation District Amending Ordinance No. OCSD-38 To Extend The Stated Effective Period Of The Existing Local Sanitary Sewer Service Charges For Customers Receiving Local Sanitary Sewer Service In Former Revenue Area 7: Adopting Revised Table A Extending Stated Effective Period Of Existing Local Sanitary Sewer Service Charges And Revised Table B Property Use Classifications. B. By adoption of Ordinance No. OCSD-43, the Board of Directors elected to (i) extend the effective period of local sanitary sewer service charges, (ii) continue to adopt, impose, and collect rates and charges for local sanitary sewer services provided by the District, and (iii) correspondingly established procedures related thereto. C. California Health & Safety Code section 5473 provides that such charges, as adopted by District Ordinance No. OCSD-43, may be collected on the County tax roll in the same manner, by the same persons, and at the same time as, together with, and not separate from, its general taxes. D. The charges established by Ordinance No. OCSD-43 reflect an allocation of the costs of operation and maintenance of the local sanitary sewer system, such that the charges do not exceed the estimated reasonable costs to provide the wastewater collection, treatment, and disposal services and facilities, and the revenues received are not used for any other purpose. E. The District entered into an agreement with East Orange County Water District (EOCWD)on February 27, 2014 to transfer ownership and the responsibility for the local sewers in Service Area 7 from OCSD to EOCW D and extended this agreement through 2016. F. The Orange County Local Agency Formation Commission ("LAFCO") approved the transfer of ownership in and the assumption of responsibility for the Local Sewer Facilities to EOCWD on April 13, 2016. u558a .2 OCSD 16-09-1 G. The LAFCO approval was adopted as Resolution of the Orange County Local Agency Formation Commission RO 14-01 ("LAFCO Resolution 14-01") on May 11, 2016 and is subject to several terms and conditions, one of which requires EOCWD to reduce the Local Sewer Service User Fee (the "Fee") to half the rate currently charged by the District as described in the final Plan for Service and Financial Projections submitted to LAFCO by EOCWD. H. The LAFCO action on May 11, 2016 will be subject to a 30 day protest period. As a result, the earliest date the responsibility for the local sewer lines in Area 7 will transfer to EOCWD is July 13, 2016. I. Due to Proposition 218 requirements, it is not feasible for EOCWD to immediately collect the Fee. In the interim, LAFCO required the District to continue to collect, account for, and promptly transmit any such revenues it receives from the County property tax roll collection that are attributable to the Fee imposed in Service Area 7 until such time as EOCWD is able to establish its own Annual Local Sewer Service User Fee. J. Pursuant to California Constitution Article XIIID (Proposition 218), sanitary sewer service charges constitute charges for property-related services. The local sanitary sewer service charges set by Ordinance No. OCSD-43 comply with the provisions of Article XI I ID, in that they do not exceed the cost to provide the local service and facilities. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1: That the rates and charges set forth in Ordinance No. OCSD-43 are affirmed herein by the Board of Directors, as consistent with the findings hereinabove stated, for Fiscal Year 2016-2017, and for each fiscal year thereafter unless otherwise amended by the Board, in the following amount: Annual Local Sanitary Sewer Service User Fees Residential Users FISCAL YEAR 2016-17, and for each fiscal year thereafter. SFR $108.00 MFR $ 75.60 SFR = Single Family Residential MFR = Multi-Family Residential Section 2: That pursuant to California Health & Safety Code Section 5473, LAFCO Resolution RO 14-01, and only upon completion of the transfer of the local sewer lines in Area 7 to EOCWD, the Board hereby elects and directs the County Tax u558a .2 OCSD 16-09-2 Collector-Treasurer to include local sanitary sewer service charges, as adopted by Ordinance No. OCSD-43, on the tax roll, in the same manner, by the same persons and at the same time as, together with, and not separately from, the general taxes; and that such local sanitary sewer service charges be included in the annual property tax bills for Fiscal Year 2016-2017, and for each fiscal year thereafter unless otherwise amended by the Board. Section 3: That pursuant to California Health R Safety Code Section 5473, this Resolution shall remain in full force and effect until amended or repealed, or until such time as the rates of local sanitary sewer service charges, as established by Ordinance No. OCSD-43, are changed by the Board or are repealed by the Board and adopted by the EOCWD. Section 4: That the General Manager, or his designee, be, and is hereby authorized and directed, to execute any necessary documents or agreements to affect the order set forth in Section 2 herein. Section 5: That the provisions of any Resolution(s) previously adopted by the Orange County Sanitation District that are in direct conflict with the provisions of this Resolution No. OCSD 16-09 are hereby superseded. Section 6: That the General Manager, or his designee, is hereby authorized to forward a copy of this Resolution to the Orange County Tax Collector-Treasurer. PASSED AND ADOPTED at a regular meeting of the Board of Directors held May 25, 2016. John Nielsen Chair, Orange County Sanitation District ATTEST: Kelly A. Lore Clerk of the Board u558a .2 OCSD 16-09-3 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 16-09 was passed and adopted at a regular meeting of said Board on the 251h day of May 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 2511 day of May 2016. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District 11558a .2 OCSD 16-09-4 RO 14-01 RESOLUTION OF THE ORANGE COUNTY LOCAL AGENCY FORMATION COMMISSION MAICING DETERMINATIONS AND APPROVING THE EAST ORANGE COUNTY WATER DISTRICT REORGANIZATION FOR LOCAL SEWER SERVICE AND A CONCURRENT AMENDMENT TO THE EAST ORANGE COUNTY WATER DISTRICT SPHERE OF INFLUENCE(RO 14-01) May 11,2016 On motion of Commissioner Bernstein,duly seconded and carried,the following resolution was adopted: WHEREAS, the proposed reorganization of the East Orange County Water District ("EOCWD'), designated as the "East Orange County Water District Reorganization for Local Sewer Service" (RO 14-01), was heretofore filed with and accepted for filing on November 23, 2015 by the Executive Officer of this Local Agency Formation Commission("LAFCO")pursuant to Title 5,Division 3,commencing with Section 56000 et seq. of the Government Code; and WHEREAS,the Executive Officer,pursuant to Government Code Section 56658 set December 9,2015 as the hearing date of this proposal; and WHEREAS,on December 9,2015,this Commission held a public hearing on the Proposed "East Orange County Water District Reorganization for Local Sewer Service." After considering the analysis and recommendations contained in the staff report and receiving public comments, the item was continued to a future meeting to allow for the competing application by the Irvine Ranch Water District (IRWD) to be deemed complete and to schedule a public hearing of the EOCWD and IRWD proposals at the same LAFCO meeting;and WHEREAS, the proposed annexation and sphere of influence amendment for the Irvine Ranch Water District ("IRWD"), designated as the "Sphere of Influence Update and OCSD Service Area 7 Annexation to IRWD" (DA 15-02), was heretofore filed with and accepted for filing on March 8, 2016 by the Executive Officer of this Local Agency Formation Commission ("LAFCO") pursuant to Title 5, Division 3, commencing with Section 56000 et seq. of the Government Code;and Rewlution RO 14-01 Page 1 of WHEREAS, the Executive Officer, pursuant to Government Code Section 56658 set April 13, 2016 as the hearing date of the competing proposals; and WHEREAS, the Executive Officer, pursuant to Government Code Section 56665 has reviewed the two competing proposals and prepared a report including her recommendation thereon, and has furnished a copy of this report to each person entitled to a copy; and WHEREAS,the proposal consists of the activation of the District's latent power to provide local sewer service within OCSD Service Area 7, annexation of 858 acres of inhabited territory for local sewer service only of territory located within OCSD Service Area 7 but not currently in EOCWD's boundary, and concurrent amendment of the District's sphere of influence to include the annexation area; and WHEREAS,this Commission on April 13, 2016 considered the proposal and the report of the Executive Officer,and considered all the factors required to be considered by the Commission, including,but not limited to, the factors specified in Government Code Sections 56668, 56668.3, 56425, and 56824.10 through 56824.14 and those analyzed in "Factors Considered In Review Of Proposals,"attached to the Staff Report as Attachment B and incorporated herein by this reference; and WHEREAS,this Commission called for and held a public hearing on the proposal on April 13, 2016, and at the hearing, this Commission heard and received all oral and written protests, objections and evidence which were made, presented or filed, and all persons present were given an opportunity to hear and be heard with respect to this proposal and the report of the Executive Officer; and WHEREAS, the Commission has considered all factors required to be considered by Government Code Sections 56668 et seq. in making its decision; and WHEREAS, this Commission considered the proposal to activate the District's latent power to provide local sewer service,annexation of additional territory and concurrent amendment to the District's sphere of influence, and finds the EOCWD proposal in the best interests of the affected area and meets the legislative intent of the activation of latent powers provision provided in Government Code Sections 56824.10 through 56824.14, and should be approved by the Commission; and WHEREAS, this Commission has fulfilled its obligations as the responsible agency, as defined by the California Environmental Quality Act (CEQA), and has reviewed and considered Resolution RO 14-01 Page 2 of 9 the finding that the proposed reorganization is exempt from the provisions of CEQA pursuant to the CEQA Guidelines section 15320(See Pub. Res.Code, § 20180(b)(5);State CEQA Guidelines, § 15270.)made by the East Orange County Water District, as the lead agency, on May 15, 2014. NOW,THEREFORE,BE IT RESOLVED AND ORDERED by the Orange County Local Agency Formation Commission as follows: Section 1. The recitals above are true and correct and are incorporated herein as though fully set forth as findings in the operative provisions of this Resolution(RO 14-01). Section 2. The reorganization area is found to be inhabited and the proposal has been assigned the following distinctive short-form designation: "East Orange County Water District Reorganization for Local Sewer Service" (RO 14- 01). Section 3. The sphere of influence of the East Orange County Water District is hereby amended to include the territory annexed to the District. The Statement of Determinations and amended sphere of influence map are shown as Exhibit 1 and Exhibit 2 and are hereby adopted. Section4. Pursuant to the California Environmental Quality Act (CEQA), the Commission has reviewed and considered the finding that the proposed reorganization is exempt from the provisions of CEQA pursuant to the CEQA Guidelines section 15320 made by the East Orange County Water District, as the lead agency, on May 15, 2014. The Commission has reviewed the proposal independently and has determined that it is categorically exempt. The proposed Project is exempt pursuant to State CEQA Guidelines Section 15320 because the proposed Project consists of the change in organization of local governmental agencies where the changes do not change the geographical area in which previously existing Resolution RO 14-01 Page 3 of powers are exercised. The Commission finds that the proposal is categorically exempt, and further finds that none of the exceptions to the exemptions in State CEQA Guidelines Section 15300.2 are present. The proposal is not among a series of successive projects of a similar type that will have a cumulative impact because the proposed consolidation has not occurred in the past and will only occur once in the foreseeable future. The proposal will not have a significant effect on the environment due to unusual circumstances because there are not any unusual circumstances in the affected area or associated with this proposal that would invoke this exception. The proposal will not damage scenic resources within a state scenic highway because no scenic highways exist in the affected area and the proposal. The proposal will not involve the excavation or physical changes or impacts on any hazardous waste sites. The proposal will not cause an adverse change in the significance of a historical resource because no historical resources will be affected by this change. The Commission directs the Executive Officer to file a Notice of Exemption as a responsible agency pursuant to Section 15096 of the State CEQA Guidelines. In addition, the Commission finds that none of the items listed in Section 15050 of the State CEQA Guidelines has occurred that would alter the finality and conclusiveness of the lead agency's determination that the proposed reorganization in exempt from CEQA. Section 5. The proposed"East Orange County Water District Reorganization for Local Sewer Service" (RO 14-01) is hereby approved subject to the following terms and conditions: a) Payment by the applicant of County Recorder and State Board of Equalization fees. b) The applicant agrees to defend, hold harmless and indemnify LAFCO and/or its agents, officers, and employees from any claim, action or proceeding against LAFCO and/or its agents,officers and employees to Resolution RO 14-01 Page 4 of 9 attack, set aside, void or annul the approval of LAFCO concerning this proposal or any action relating to or arising out of such approval. c) The provisions of the "Local Sewer Facilities Transfer Agreement" entered into and executed by and between the Orange County Sanitation District and the East Orange County Water District on February 27, 2014 and amended on April 22, 2015 and December 24, 2015 are incorporated herein and adopted by the Commission by this reference as though fully set forth in this Section 5, and are attached hereto as Exhibit 3. d) Upon the effective date, a sewer improvement district of EOCWD, encompassing the entirety of Service Area 7, as defined in the map and legal description attached as Exhibit 4 and Exhibit 5, shall be and the same hereby is formed, to be named"Improvement District No. 1 of the East Orange County Water District" Said improvement district shall be deemed to be an improvement district formed and existing under California Water Code Section 30000 et seq. The EOCWD, on behalf of the improvement district, shall establish and maintain separate Chart of Accounts for the purpose of keeping separate the existing assets and liabilities, including but not limited to the reserves transferred to the District from OCSD as defined in the"Local Sewer Facilities Transfer Agreement" and future local sewer service related property tax and fee revenue and expenditures related to local sewer service provision within the territory of said improvement district. e) OCSD's Annual Local Sewer Service User Fee ("the Fee") shall continue and be reduced by the amount specific in the final Plan for Service and Financial Projections submitted by the East Orange County Water District on January 6, 2016 following the effective date, to the extent feasible, shall be collected by EOCWD rather than by OCSD. EOCWD will collect the Fee by reporting it to the County of Orange, which collects it on the property tax roll. If it is not feasible, due to statutory or County requirements,for responsibility for collection of the Resolution RO 14-01 Page 5 of 9 Fee to be transferred to EOCWD,OCSD shall account for and promptly transmit any such revenues it receives from the County that are attributable to the Fee imposed in Service Area 7 until such time as EOCWD is able to establish its own Annual Local Sewer Service User Fee. f) Upon the effective date, EOCWD shall be responsible for complying with all federal, state and local regulations applying to public agencies that own and operate wastewater collection facilities. g) Prior to recordation, EOCWD shall submit the final sewer transition plan that it is preparing in consultation with Orange County Sanitation District. The final sewer transition plan shall include requirements for regulatory compliance and service contracts that ensure continuity of service provision as presented in the draft sewer transition plan which is incorporated herein and adopted by the Commission by this reference and is attached hereto as Exhibit 6. The final sewer transition plan shall also include the timelines for EOCWD's adoption of a Sewer System Management Plan in accordance with State Water Resources Control Board requirements as provided in the Appendix to Exhibit 6. h) In accordance with the Revised Plan for Service submitted on April 20, 2015, EOCWD shall prepare a comprehensive sewer infrastructure assessment and rate study for sewer service within Improvement District No. I to address short and long-term capital rehabilitation and replacement needs and associated costs within two years from the date of recordation. The final report shall be transmitted to OC LAFCO for use in the Commission's upcoming municipal service review cycle (2018 to 2022). i) The effective date of the reorganization the date of recordation. Section 6, On April 13, 2016, the Orange County Local Agency Formation Commission considered all written comments, verbal testimony, CEQA Resolution RO 14-01 Page 6 of documentation, reviews and studies, and other evidence received and included in the administrative record, including the evidence listed below: (a) Minutes from the April 13, 2016 Regular LAFCO Meeting; (b) Staff Report and Attachments for the April 13, 2016 LAFCO Public Hearing; (c) Minutes from the December 9, 2015 Regular LAFCO Meeting; (d) Revised Financial Plans Submitted by EOCWD to LAFCO on December 7,2015 and January 6, 2016; (e) Any other letters and documentation submitted to the Commission for consideration prior to or at the April 13, 2016, LAFCO Public Hearing; (f) Staff Report and Attachments for the December 9, 2015 LAFCO Public Hearing; (g) Staff review and presentation for the Community Workshop held on October 28, 2015 at the Foothill High School, Event Center Classroom—20d Floor; (h) Focused Municipal Service Review ("MSR") for Orange County Sanitation District Service Area 7; (i) Minutes from the September 9, 2015 Regular LAFCO Meeting; (j) Staff Report and Attachments from the August 12, 2015 Regular LAFCO Meeting; (k) Minutes from the August 12, 2015 Regular LAFCO Meeting; (1) Staff Report and Attachments from the July 8, 2015 Regular LAFCO Meeting and Study Session for the Focused MSR for OCSD Service Area 7; (m) Minutes from the July 8, 2015 Regular LAFCO Meeting; (n) OCSD Service Area 7 MSR-LAFCO Community Workshop held on Wednesday, June 17, 2015 at the Foothill High School, Event Center Classroom, 2o' Floor. (o) Application and Plan for Service Submitted by the Irvine Ranch Water District for Annexation of OCSD Service Area 7 and Resolution RO 14-01 Page 7 of 9 concurrent amendment to the District's sphere of influence submitted on March 27,2015; (p) Application and Plan for Service submitted by the East Orange County Water District for Activation of Local Sewer Service Power, Annexation of portions of OCSD Service Area 7 not within the District's wholesale water service boundary and concurrent amendment to the District's sphere of influence submitted on March 23, 2014 and revised April 20, 2015, September 9, 2015, and October 8,2015. Section 7. The Commission authorizes and direct the Executive Officer to conduct protest proceedings pursuant to Government Code Sections 57000 et seq. and set a 30-day protest period to begin after the 30-day reconsideration period required by Government Code Section 56895. Section 8. The Executive Officer is hereby authorized and directed to mail copies of this resolution as provided in Section 56882 of the Government Code. AYES: Derek J. McGregor,Allan Bernstein, Lisa Bartlett, Cheryl Brothers, Todd Spitzer, Charley Wilson, John Withers NOES: None STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) Resolution RO 14-01 Page 8 of 9 I, Derek J. McGregor, Chair of the Local Agency Formation Commission of Orange County, California,hereby certify that the above and foregoing resolution was duly and regularly adopted by said Commission at a regular meeting thereof,held on the 1 I'h day of May, 2016. IN WITNESS WHEREOF, 1 have hereunto set my hand this 11`h of May, 2016. DEREK J. MCGREGOR Chairman of the Orange County Local Agency Formation Commission By DEREKJ. MCG GOR Resolution RO 14-01 Page 9 of 9 BOARD OF DIRECTORS Meeting Date TOBE.Or Dir. -- 05/25/16 AGENDA REPORT ItemNumber Iem1umber v Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: AMENDMENT NO. 3, FOR THE OVERHAUL OF CENTRAL GENERATION ENGINE NO. 1 (P1) SPECIFICATION NO. S-2014-601BD GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 3 to the Service Contract with NRG Energy Services, LLC, PO No. 105280-OB, for an additional amount of$335,858 and allocate all of the existing contract amount of $743,524 to overhaul engine No. 3 at Plant 1 for the period January 1, 2016 through December 31, 2016, for a total amount not to exceed $1,079,382.32. BACKGROUND Orange County Sanitation District operates eight(8) Central Generation engines between both treatment plants that meet approximately two-thirds of our electric demand and the majority of our heating demand. Routine maintenance of the engines is performed by District staff; however, major overhauls which are conducted at 40,000 hours of service and above are contracted due to specialized service and equipment requirements. Plant 1 Engine No. 3 has been in service since commissioning in 1993 and is due for its 120,000 hour major overhaul. The contractor (NRG Energy Services, LLC.) began disassembly and the service inspection of Engine No. 3 in April 2016. The existing annual contract, not to exceed $743,524 for 2016, provides $301,903.16 for Plant 1 Engines. RELEVANT STANDARDS • Protection of Orange County Sanitation District Assets • Consider life-cycle costs in all decisions • 24/7/365 treatment plant reliability PROBLEM Engine No. 3 is currently undergoing a major overhaul which started in April 2016. During disassembly of the engine, unforeseen damage was found requiring additional parts and labor. Damage found to the engine's key components, which were not known prior to commencing the overhaul, include: camshafts, cylinder liners, and engine rods. These items must be repaired or replaced before the overhaul can continue. Page 1 of 3 PROPOSED SOLUTION Staff recommends that the additional work be completed by the contractor (NRG Energy Services, LLC.) currently performing the engine overhaul. Given the additional repairs required to engines above the original estimates, which were based on lower service hours, staff will be rebidding future overhauls with a more comprehensive scope of work and establishing a new contract. TIMING CONCERNS Currently Plant 1 is operating two (2) of the three (3) Central Generation Engines. The timely repair and return to service of Engine No. 3 is necessary prior to peak power (June — September) to avoid additional electrical power costs associated with the importation of external power. RAMIFICATIONS OF NOT TAKING ACTION If the additional repairs to Engine No. 3 are not carried out, the engine will not be available to generate power to Plant 1, resulting in increased power costs, especially during the summer peak power season. PRIOR COMMITTEE/BOARD ACTIONS May 2015: Approved Amendment No. 2 for additional parts and labor to complete the overhaul of Plant 2 Engine No. 4 for a total NTE $399,376. Board Award Minute Order 5127/15, Item 5(a). September 2014: Approved Service Contract with NRG Energy Services (LLC)for Major Overhaul of Central Generation Engines at Plant 1 (12 Cylinder)and Plant 2 (16 Cylinder) in accordance with the terms and conditions of Specification No. S-2014-601 BD for the amount of $743,524, with a contingency of $148,704 for a total NTE $881,713. Board Award Minute Order 9/24/14, Item 14(a). ADDITIONAL INFORMATION The original contract provided for services for 12 and 16 cylinder engines at Plant 1 and Plant 2, respectively. The major overhaul of the engine at Plant 2 was completed during the Year 1 contract period. Funding allocated to the Plant 1 engine overhaul was not utilized during Year 1, as that work did not occur. The additional amounts included in Amendment No. 2 in May, 2015, funded the additional overhaul of the Plant 2 engine. Total funds expended on the Plant 2 engine overhaul were $763,343.79. None of the Plant 2 engines will be overhauled under the current contract. Amendment No. 1 to the Year 1 contract for $10,516 in February, 2015 was approved under the original contract approved contingency for post-overhaul component torque verification. Page 2 of 3 Of the originally approved annual contract amount of$743,524.44, $301,903 was planned for a Plant 1 engine overhaul and the remainder for a Plant 2 engine. As there are no Plant 2 engines being serviced under this (Year 2) contract, the remaining funds will be placed against the Plant 1, engine No. 3 overhaul. Further, an additional $335,857.88 will be required to complete the No.3 engine major overhaul, for a total of 1,079,382.32. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 870/880 FY 15/16 budget and the proposed FY16/17 budget, Repairs and Maintenance-Services (line item 109). Date of ADDroval Contract Amount Continaencv 9/24/2014(Contract) $743,524.44 $148,704.88 2/18/2015(Amendment 1) $10,516.00 5/27/2015(Amendment 2) $399,375.66 $39,937.57 1/1/2016 (Contract Renewal $743,524.44 .00 5/2 512 0 1 6(Amendment 3) $335,857.88 .00 ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD webske (www.ocsd.com) with the complete agenda package: Amendment No. 3 Page 3 of 3 AMENDMENT NO. 3 To Service Contract, Renewal Year 1 Central Generation Engine Overhauls Specification No.S-2014-601BD THIS AMENDMENT TO THE CONTRACT is made and entered into, to be effective on the date last signed below, by and between Orange County Sanitation District hereinafter referred to as "OCSD" with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and NRG Energy Services LLC with a principal business at 990 Peiffers Lane, Harrisburg, PA 17109-5907 (hereinafter referred to as "Contractor")collectively referred to as the "Parties". WHEREAS, OCSD and Contractor executed, delivered and entered into the Contract between OCSD and Contractor, the effective date of which is September 24, 2014 for an annual amount of Seven Hundred Forty Three Thousand Five Hundred Twenty Four and 44/100 Dollars ($743,524.44) ('the Contract"); and WHEREAS, the Parties wish to amend the Contract to make certain modifications which shall be called Amendment No. 3 (Amendment'); and WHEREAS, the Parties to the Contract desire that this Amendment be incorporated into the Contract and become a part thereof from the beginning; and WHEREAS, the Parties desire that the Contract as modified by Amendment No. 1 (issued on May 14, 2015) and Amendment No. 2 (executed on May 27, 2015) and this Amendment shall constitute the sole and entire Contract among the Parties; NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the Parties agree to amend the Contract to: 1. Add the work described in the proposals dated May 10, 2016 and May 16, 2016 (attached hereto as part of Amendment No. 3; and 2. Delete Bid Items No. 4 & 5 from Plant No. 1 V-12 Central Generation Engine and decrease the Contract value in the amount of Fifty Thousand and 001100 Dollars ($-50,000.00) and 3. Delete work at Plant No. 2 for V-16 Central Generation in the amount of Three Hundred Ninety One Thousand Six Hundred Twenty One and 281100 Dollars $(-391,621.28). 4. Increase the total Contract amount by $777,479.16 (per proposal dated May 10, 2016) for a new total amount not to exceed One Million Seventy Nine Thousand Three Hundred Eighty Two and 32/100 Dollars ($1,079,382.32). Except as expressly amended above, the Contract will remain unchanged and in full force and effect IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 3 to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District NRG Energy Services LLC By Contracts/Purchasing Manager Date Date Name. Chair, Board of Directors Date Title Clerk of the Board Date 5/17/16 A nng. NRG Energy services LLC EnergyServices 990 P Harris bw9,urg, Lane PA 17109 (717) 920-8530 May 10, 2016 Mr. Roy Reynolds Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 E-Mall: rrevnolds(a)ocsd.com RE: Report of Findings for Engine 3 at Plant 1 NRG Service Order 4003191, Revision 2 Dear Mr. Reynolds: NRG has been disassembling and inspecting the Engine 3 at Plant 1 per the contract and has found issues that are outside of the Scope of Work. This work is extensive and should be considered for an immediate change order to keep the work progressing. The discussion points below are the items that need to be addressed and the associated costs. The costs per line include the parts, labor, tax, shipping and M&L expenses and are a total cost. 1. Head Studs. Ninety-six (96) threaded studs need to be replaced due to serious corrosion and degradation. Price is $61,466.62. 2. Camshafts. Both camshafts are in need of repair and refurbishing. The thrust hubs and associated blocks are worn due to excessive wear on each other. The bearings have had apparent dirt contamination in the oil and are showing scoring throughout the wear areas. The cam follower bushings are worn and beginning to track off the lobe center wearing the lobes unevenly. All cam lobes and followers require replacement. Price is $136,869.30. 3. Cylinder Liners. The cylinder liners show readings that are within specification. During the cylinder water jacket inspection, excessive corrosion and deposits of fine silt were detected in the upper block section. This indicates that heavier deposits are normally present and caked around the areas of the cylinder liners and lower liner seals. This can only be remediated by removing the liners and seals and cleaning the pockets. It would be more cost effective to replace the liners and seals at this time rather than causing an environmental issue cleaning the dirt and chemical laden material from the liner exteriors. Price is $188,664,99, Report of Findings for Engine 3 at Plant 1 NRG Service Order 4003191, Rev. 2 May 10, 2016 4. Master and Articulating Rods. The master rods have been In the engine since initial operation. With 135,000 hours on the unit, to prevent major damage, it would be in the County's Interest to remove, inspect and replace the articulating rod bushing and pin in each master rod. This also affords the opportunity to inspect the rod journal for cracks and fretting and crankshaft cheeks for heat checks. The bore that contains the bearings would be checked for concentricity, wear and fretting and repaired if needed. New master rod bearings would be Installed in each of the six master rods during the reassembly process. Price is $84,610.92. 5. Main Bearings. It is again prudent to point out that the engine has 135,000 hours run time on the original equipment. Main bearings support the weight of the crankshaft as well as the transitional forces of the pistons firing. It is strongly recommended that the bearings be replaced and the bearing journals and caps be inspected for wear and fretting. The price is $31,418.95. 6. Water Jumpers. The water jumpers that attach to the cylinder heads are showing signs of erosion in the passages. It is recommended to replace the three jumpers on each head. The price is $10,044.00. 7. Crankcase Door Relief Valves. Three of the valves were noted to have broken sections on the seal flanges. This may reduce their effectiveness during use. These valves are safety features of the engine. Partial repair kits are not available. Price is $4,315.20. 8. Turbocharger Waste Gate. The valve allows for exhaust to bypass the turbocharger so proper speed is maintained. The valve needs to be rebuilt with new packing, bushings and shaft. The price is $1,820.90. 9. Rocker Arms. The bushings are worn on all 36 assemblies and the shafts are showing the same wear. In the process of refurbishing the rocker arms, it is recommended that new adjusting screws be installed. These will be provided by the County. The price is $31,030.66. 10. Crankcase door bolt holes are broken and the threads are stripped. These should be repaired to eliminate oil leaks down the side of the engine and maintain effectiveness of the crankcase door relief valves. The price is $165.00. 11. Main Pistons. Please refer to the operating hours again. The pistons should be refurbished to include renewing the piston pin bushing and pin. The pistons have had the rings replaced once and the anticipated life of a ring set is approximately 60,000 hours maximum. With the Report of Findings for Engine 3 at Plant 1 NRG Service Order 4003191, Rev. 2 May 10, 2016 major work anticipated on the engine, the piston rings should be replaced to maintain combustion efficiency. The price is $67,625.25. This does not include re-tin of any pistons. 12. Block and Centerframe Gaskets. The County has expressed concern regarding the V-Block gaskets and replacing the seal on the centerframe to engine base. With the amount of work proposed above, this presents an excellent opportunity to have this work completed. If the above work is accepted, the cost to further disassemble the unit to complete the gasket changes is $52,367.73. 13, Exhaust Manifold. The manifold appears in generally good structural shape. The exception is the insulation and shields under the skin. It was noticed that the years of heat has compressed the insulation blanket reducing its capability. There is additionally an inner heat shield that appears to have buckled on some sections which further reduces its effectiveness. These may be refurbished. The price is $11,955.00. 14. An air start valve caae was found cracked at the air discharge port. This could have dropped in to the cylinder liner causing damage to the cylinder head and piston. The replacement cost is $1,358.64. 15. The sprockets associated with the main chain through wear of the chain are in need of replacement. The teeth and valets are showing sharpened edges and side loading wear. These sprockets are the main drive sprocket off of the crankshaft as well as the drive sprockets for both camshafts. These are the heart of the engine timing system. The main chain also shows the wear from the poor guiding of the sprocket wear. The shaft that aligns, positions and supports the chain tensioner sprocket is worn. The best estimated price for this repair at this time is $70,000.00 and is subject to revision once the firm price of the sprockets is determined. 16. Cylinder Heads. The cylinder heads show wear in the head sealing areas due to water leaks and movement of the liner over the years of operation. This can be repaired by resurfacing the sealing surface by machining. Eight (8) fire decks will require machining to correct these issues. Replacing the exhaust guides is included in the base Scope of Work, but the bores in the head for the guides are worn and need to be trued. Ten (10) guide bores need to be corrected plus a per guide upcharge for oversized guides. The cost for correction of these findings is $5,846.00. Report of Findings for Engine 3 at Plant 1 NRG service Order 4003191, Rev. 2 May 10, 2016 17. Travel Costs. Since the Board will not act on this request until July 2016 NRG has no choice but to demobilize from the site and remobilize at such time that monies have been appropriated for work to continue. The cost of the round trip mobilization is best estimated to be $17,920.00. These are the action items that NRG believes should be addressed immediately. With the next board meeting being available in July, the crew has demobilized due to a work stoppage. NRG hopes that the approvals can be made as quickly as possible The total of the requested change orders in this document is $777,479.16. This brings the contract total for the V-12 to $1,079,382.32 without the $50,000.00 for the outboard bearing and generator air gap allowance. It is also understood that Amendment No, 1 of Specifications No. S-2014- 601BD shall remain in effect through completion of this project. NRG hopes to hear a positive response to this change order request. Should there be any questions about any information provided, please contact Tom Gallager at Thomas.Gallaaer@)nro.com or (717) 920-8520. Regards, dy-x-� Thomas Gallager Sales and Operations Analyst II nrg* NRG Energy Services LLC EnergyServices 990 b Lane Harrisisbururg,, P 17109 (717)920-8530 May 16, 2016 Mr. Darius Ghazi Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 RE: Contract 105280-OB Renewal Period Mr. Ghazi It is NRG Energy Services (NRG) understanding that Engine 3 at Plant 1, currently under overhaul by NRG, is the only unit at either plant that will have work done during the contract renewal period that ends December 31, 2016. If there is any misunderstanding or miscommunication of this contract work, please contact Tom Gallager at Thomas.aallaaerOnro.com or (717) 920- 8530. Regards, Tom Gallager Sales and Marketing Analyst II 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 CIP Capital Improvement Program 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 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.