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HomeMy WebLinkAbout05-22-2013 Board Agenda Packet Orange County Sanitation District Wednesday, May 22, 2013 Regular Meeting of the 6:30 P.M. Board of Directors Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 714 593-7130 SUPPLEMENTAL AGENDA The Board of Directors will consider the following: CLOSED SESSION: (4) CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representative: James D. Herberg, General Manager Unrepresented Employees: Executive Management Group I hereby certify under penalty of perjury under the laws of the State of California that the foregoing Supplemental Agenda was posted in the lobby of the Administration Building not less than 72 hours prior to the meeting. Dated this 16"day of May 2013. Maria E. Ayala Clerk of the Board Wednesday, May 22, 2013 Orange County Sanitation District 6:30 P.M. Regular Meeting of the0 Board Room Board of Directors 10844 Ellis Avenue Fountain Valley, CA 92708 (714)593-7130 AGENDA INVOCATION AND PLEDGE OF ALLEGIANCE: (Joe Shaw, City of Huntington Beach) DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CLAIMS: DIRECTORS: Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party seeking a contract with OCSD. This requires that you identify the contributor by name. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with OCSD. For the specifics of Government Code Section 84308,please see your Director's Handbook or call the office of General Counsel. 1. Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 04/15/13 04/30/13 Totals $8,656,754.75 $7,674,024.35 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. Approve minutes for the Regular Board Meeting held on April 24, 2013. 05IM13 OCSD Boats of Directors Agenda Page 1 of 8 3. A. Award a Service Contract to American Integrated Services, Inc. for Grit and Screenings Removal Rebid, Specification No. S-2013-559BD-R, for a total amount not to exceed $755,935.00 for the period June 10, 2013 through June 30, 2014, with four one-year renewal options; and, B. Approve a contingency of$75,593.00 (10%). 4. Authorize the General Manager to negotiate a Professional Consultant Services Agreement with AECOM Technical Services, Inc. for engineering support services during construction of Balboa Trunk Sewer Rehabilitation, Project No. 5- 47. 5. Approve a Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Anaheim transferring ownership of 15,922 linear feet of local sewers in Ball Road, Walnut Street, Katella Avenue, and Ninth Street to the City at no cost to OCSD, in a form approved by General Counsel. PUBLIC HEARING — LOCAL SEWER SERVICE CHARGES 6. A. Open hearing for proposed extension of local sewer service charges under Health and Safety Code section 5473.1 for collection of charges on the tax roll. B. Receive public comment. C. Close hearing. D. Motion to read Ordinance No. OCSD-43 by title only and waive reading of said entire ordinance on May 22, 2013. E. Adopt Ordinance No. OCSD43, 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. F. Adopt Resolution No. OCSD 13-07, A Resolution of the Board of Directors Directing the County Tax Collector-Treasurer to include Local Sanitary Sewer Service Charges on the Tax Roll for Fiscal Year 2013-2014, and for Each Fiscal Year Thereafter Unless Otherwise Amended by the Board. STEERING COMMITTEE: 7. Approve minutes for the Steering Committee Meeting held on April 24, 2013. 05/22/13 OCSD Boats of Directors Agenda Page 2 of 8 OPERATIONS COMMITTEE: 8. Approve minutes for the Operations Committee Meeting held on May 1, 2013. 9. Approve Amendment No. 1 to the Professional Services Agreements with V&A Consulting Engineers, Inc., and CSI Services, Inc., providing for on-call Coatings Inspection, Corrosion Testing, and Confined-Space Entry Services for Collection System and Treatment Plant Projects, extending the contract period from July 1, 2013 to August 31, 2013. 10. Approve Amendment No. 1 to the Professional Services Agreements with Ninyo & Moore, and Converse Consultants, providing for on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant Projects, extending the contract period from July 1, 2013 to August 31, 2013. 11. Approve Amendment No. 1 to the Professional Services Agreements with Stantec Consulting, and Bush and Associates, providing for on-call Surveying Services for Collection System and Treatment Plant Projects, extending the contract period from July 1, 2013 to August 31, 2013. 12. A. Approve a Sole Source Agreement with ALS Environmental for the purpose of collecting and analyzing foul air samples at locations at both the Orange County Sanitation District (OCSD) treatment plants, in separate events, for a total amount not to exceed $282,776, plus any applicable taxes or sample shipping fees; B. Approve a contingency of$14,139 (5%); C. Approve a Sole Source Agreement with the University of California, Los Angeles for the purpose of analyzing foul air samples by the Odor Profile and Odor Wheel Methods at 34 different locations at both OCSD treatment plants during the warm months of 2013, for a total amount not to exceed $134,618; and D. Approve a contingency of$6,731 (5%). 13. A. Approve a Sole Source Agreement with Kruger Inc. for equipment procurement, installation, and maintenance services of six electronic noses to be located in Plant No.1 and Plant No. 2, for a total amount not to exceed $450,000, plus any applicable taxes; and B. Approve a contingency of$22,500 (5%) 14. Items A— E: A. Award a contract to Kemira Water Solutions, Inc., for the purchase of liquid Ferric Chloride, Specification No. C-2013-553BD, for the period July 1, 2013 through June 30, 2014, for a unit price of $535.00 per dry ton 0512V13 OCSD Boats of Directors Agenda Page 3 of 8 delivered, plus applicable sales tax for an estimated annual amount of $1,712,280 with four one-year renewal options; and, B. Award a contract to Thatcher Company of California, Inc., for the purchase of liquid Ferric Chloride, Specification No. C-2013-553BD, for the period July 1, 2013 through June 30, 2014, for a unit price of$579.20 per dry ton delivered, plus applicable sales tax for an estimated annual amount of $610,000 with four one-year renewal options; and, C. Award a contract to Pencco, Inc., for the purchase of liquid Ferric Chloride, Specification No. C-2013-553BD, for the period July 1, 2013 through June 30, 2014, for a unit price of $539.40 per dry ton delivered, plus applicable sales tax for an estimated annual amount of $576,310 with four one-year renewal options; and, D. Award a contract to California Water Technologies, LLC., for the purchase of liquid Ferric Chloride, Specification No. C-2013-553BD, for the period July 1, 2013 through June 30, 2014, for a unit price of$502.00 per dry ton delivered, plus applicable sales tax for an estimated annual amount of $537,200 with four one-year renewal options; and, E. Approve a unit price contingency of 10% per contract. 15. Items A— J: A. Award a contract to Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, for Ferrous Chloride dosing services, at the unit price of $636.50/dry ton, $12.65/dry ton freight, delivered, plus tax; for an estimated total annual amount of $2,450,245; and additional program services for dose site development for an amount not to exceed $50,000 for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, B. Award a contract to Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, for Magnesium Hydroxide dosing services, at a unit price of $438.79/dry ton, $29.70/dry ton freight, delivered, plus tax; for an estimated total annual amount of $2,115,078; and additional program services for dose site development for an amount not to exceed $50,000 for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, C. Award a contract to Hill Brothers Chemical Company for Application Services $100/day for Ferrous Chloride stations and $150/day for Magnesium Hydroxide stations; for an estimated total annual amount of $91,250; for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, 0512V13 OCSD Boats of Directors Agenda Page 4 of 8 D. Award contract to Hill Brothers Chemical Company, for Field Services $100/day for Ferrous Chloride stations and $100/day for Magnesium Hydroxide stations; for an estimated total annual amount of $73,000; for Regional Odor and Corrosion Control Services, Specification No. C- 2013-565BD, for the period July 1, 2013 through June 30, 2014, with four one-year renewal options; and, E. Award contract to Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, to include a $190 per hour demurrage fee for mobile dosing upon request for Magnesium Hydroxide at a unit price $580.00/dry ton, $29.70/dry ton freight (maximum 48 hours), delivered, plus tax; for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, F. Award a contract to US Peroxide, LLC, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565131D, for Calcium Nitrate dosing services, at the unit price of $2.28/gallons, delivered, plus tax; for an estimated total annual amount of $499,016; and additional program services for dose site development mobilization and demobilization for an annual amount not to exceed $50,000; for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, G. Award a contract to US Peroxide, LLC, for Application Services for $160/day for Calcium Nitrate stations, for an estimated total annual amount of $58,400; for Regional Odor and Corrosion Control Services, Specification No. C-2013-5651313, for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, H. Award contract to US Peroxide, LLC, for delivery charges at $250/delivery for Calcium Nitrate, for an estimated total annual amount of $4,500; for Regional Odor and Corrosion Control Services, Specification No. C-2013- 56561D, for the period of July 1, 2013 through June 30, 2014, with four one-year renewal options, and I. Approve an annual unit price contingency of 15%, per contract. J. Approve an annual service price contingency of 15%, per contract. ADMINISTRATION COMMITTEE: 16. Approve Minutes of the Administration Committee Meeting held on May 8, 2013. 17. Approve the 2013-14 "not-to-exceed" quotes for the following insurances: A. Excess General Liability Insurance — Not to Exceed $372,000 B. Excess Workers' Compensation — Not to Exceed $200,000 C. All-Risk Property, Flood and Boiler& Machinery insurance — Not to Exceed $750,000 05IM13 OCSD Boats of Directors Agenda Page 5 of 8 18. Authorize an additional amount of $275,000 to Project No. SP-103, Specification No. CS-2012-518BD-R, increasing the total not to exceed amount to $525,000 for completion of the Piping and Instrumentation Diagrams (P&IDs). 19. Authorize the General Manager to enter into contracts for Temporary Employment Services (Specification No.CS-2009421BD) for a total amount not to exceed $364,000 per year, for a one-year period (July 1, 2013 through June 30, 2014), with a one-year renewal option with the following temporary service firms; and, 1. Aerotek Inc.: (General, Engineering, Laboratory) 2. AppleOne Employment Services: (General) 3. Material and Contract Services - Procurement Services Associates: (Contract Services) 4. On Assignment Staffing Services- Lab Support: (Laboratory) 5. TEG Staffing: (Human Resources) 6. TekSvstems: (Technical) 7. Project Partners: (Technical) 8. Xvon Business Solutions: (Technical) 9. Robert Half. Inc. (General) 10. Procurement Services Associates CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property, (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Convene in closed session. (1) CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: James D. Herberg, General Manager, Jeff Reed, Director of Human Resources, and James D. Ruth, Chief Negotiator Employee Organizations: Supervisor Group and Professional Group 0512V13 OCSD Board of Directors Agenda Page 6 of 8 (2) CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representative: James D. Herberg, General Manager Unrepresented Employees: Managers Group (3) CONFERENCE WITH LEGAL COUNSEL RE. EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) (2 cases) Case: Mladen Buntich v. Orange County Sanitation District, Riverside County Superior Court, Case No. RIC 1201005 Case: Santa Ana Watershed Project Authority v. Orange County Sanitation District, Contractual Arbitration before Judicial Arbitration and Mediation Services, Jams Reference No. 1210030062 Reconvene in regular session. Consideration of action, if any, on matters considered in closed session. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the next regular Meeting on June 26, 2013, at 6:30 p.m. 05/22/13 OCSD Boats of Directors Agenda Page 7 of 8 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Maria E.Ayala Clerk of the Board (714)593-7130 mavala/glocsd.com For any questions on the agenda,Committee members may contact staff at General Manager Jim Herberg (714)593-7300 iherbera(docsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli0ocsd.com Director of Engineering Nick Kanetis (714)593-7310 nkanethutDocsd.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontes0ocsd.cem Director of Finance and Lorenzo Tyner (714)593-7550 ItvnentDocsd.com Administrative Services Director of Human Resources Jeff Reed (714)593-7144 ireed(rpocsd.com Director of Operations&Maintenance Ed Tortes 714 593-7080 etorres ocsd.com 05/22/13 OCSD BcaM of Directors Agenda Page 8 of 8 BOARD OF DIRECTORS Needng Dare I TOBd.Of Dir. — OS/z2/13 AGENDA REPORT Item Number Item Number Orange County Sanitation District FROM: Jim Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PAYMENT OF CLAIMS OF THE ORANGE COUNTY SANITATION DISTRICT GENERAL MANAGER'S RECOMMENDATION Ratify Payment of Claims of the District by Roll Call Vote. CONFLICT OF INTEREST NOTIFICATION Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party to a contract involving the Orange County Sanitation District. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with the District. In general, you must disclose the basis of the conflict by identifying the name of the firm or individual who was the contributor. For the specifics of Government Code Section 84308, please see your Director's Handbook or call the office of General Counsel. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION See attached listing. ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package and attachments: 1. Copies of Claims Paid reports from 4/0111 3—4/1 5/1 3 and 4/16/13—4/30/13 Page 1 of 1 Return to Agenda Rom Claims Paid From 4/1113 to 4115/13 Vendor Warrant No. Amount Description Accounts Payable Warrants Hill Brothers 951 $ 43,256.98 Chemicals,WaterMasteeater Treatment Polydyne, Inc. 955 28,690.20 Chemicals,WaterfWasteeater Treatment Propipe Professional Pipe Services 956 69,278.28 Professional Services/CCTV Seeerline Inspections A-Check America,Inc. 957 732.50 Human Resources Services Airgas USA,LLC 958 876.73 Laboratory Services&Supplies Appll Employment Service 959 3,088.44 Professional Servione7emporary Services Clean Harbors Environmental Services 960 5,599.89 Grit&Screenings;Hazard Waste Disposal Consumers Pipe&Supply Co. 961 41.74 Repair&Maintenance Services and/or Supplies Summit Steel 962 408.11 Repair&Maintenance Services and/or Supplies TestAmerica Ontario 963 600.00 Laboratory Services&Supplies Thompson Industrial Supply,Inc. 964 2,458.21 Repair&Maintenance Services and/or Supplies Valin Corporation 965 825.42 Repair&Maintenance Services and/or Supplies Vortex Corp. 9" 1,761.00 Repair&Maintenance Services and/or Supplies Kemim Water Solutions 967 69,033.64 Chemicals,WamhWastseamr Treatment A-Check America,Inc. 968 W8.00 Human Resources Services Airgas USA,LLC 969 71.37 Laboratory Services&Supplies Parker Supply Company 970 1,056.58 Miscellaneous Pads and Supplies Polydyne,Inc. 971 14,725.26 Chemicals,WamhWastseamr Treatment Siemens Water Technologies Com. 972 1,479.49 Repair&Maintenance Services and/or Supplies Summit Steel 973 1,835.97 Repair&Maintenance Services and/or Supplies TestAmenca Ontario 974 27.00 Laboratory Services&Supplies Thompson Industrial Supply,Inc. 975 3,364.61 Repair&Maintenance Services and/or Supplies Tomecat 976 2,230.72 Repair&Maintenance Services and/or Supplies AECOM Technical Services,Inc. 55557 65,554.66 Professional Services/Engineering Design Services Austin Building and Design the The Austi 55558 133,616.47 Professional Services/Engineering Design Services Black&Veatch Corporation 55559 36,259.20 Professional ServiceelEnglnaering Design Services Camillo Engineers 55560 25,442.70 Professional Services Dudek&Associates,Inc. 55561 34,294.51 Professional Services/Engineering Design Services Employee Benefits Specialists,Inc. 55562 841,021.03 Reimbursed!Prepaid Employee Medical&Dependent Care Haetea Packard Company 55563 21p43.16 Computers,SoftearelHameam Performance Pipeline Technologies 55564 26,446.03 Professional Servicee/CCTV Inspection/Sevreriine Cleaning Southern California Edison 55565 244,412.05 Utilities Southern California Edison 55566 65,419.13 Utilities US Peroxide,L.L.C. 55567 90,492.26 Chemicals,WaterfWastieater Treatment J R Fill Construction 55568 433,343.59 Construction Morrow Meadoes Corp. 55569 65,664.00 Construction Aerotek 55570 360.00 Professional Services/Temporary Services AIHI 55571 205.00 Professional Organization Air Products&Chemical,Inc. 55572 12,224.87 Chemicals,WateuWastewater Treatment American Express TVL Related Svcs Co.,1 55573 3,279.37 Purchasing Card Program for Miscellaneous Travel Expenses Argun-Hazco 55574 657.06 Repair&Maintenance Services and/or Supplies ASSE American Society of Safety Engineer 55575 180.00 Professional Organizations MeetinglTalning/Membership AT&T Universal Biller 55576 2,808.32 Telecommunications AT&T 55577 32.29 Telecommunications AT&T Mobility 11,L.L.C. 55578 249.95 Telecommunications AT&T Mobility 11,L.L.C. 55579 7,67714 Telecommunications Battery Specialises 55580 175.22 Batteries,Various BC Wire Rope&Rigging 55581 1,200.00 Tools&Supplies EXHISITA nnntormm Page 1 of 7 4116Q013 Return to Amends Rom Claims Paid From 4/1113 to 4115/13 Vendor Warrant No. Amount Description Bonterm Consulting,L.L.C. 55582 1,680.40 Professional Servicee/Engineering Design Services Brea Imperial,Inc. 55583 2,500.00 Miscellaneous Services Bug Central 555" 695.00 Pest Control Services California Dept.of Child Support 55585 2,786.85 Judgments Payable CALPELRA 55586 345.00 Professional Organizations MeetingRraining/Membership CAPPO,Inc. 55587 169.00 Professional Organizations Meeting/Taining/Membership CASA 55588 425.00 Professional Organizations MeetinglTainingrMembership Cavanaugh Machine Works 55589 21,195.00 Repair&Maintenance Services and/or Supplies CEPAOperations, Inc. 55590 2,000.00 Repair&Maintenance Services and/or Supplies City of Westminster 55591 25.80 Water Use Controlled Motion Solufions 55592 1,045.00 Repair&Maintenance Services and/or Supplies Corner Bakery Ca a(CBC) 55593 69.27 Catering Services Codech Engineering 55594 4,949.45 Repair&Maintenance Services and/or Supplies Cmne Veyor Corp. 55595 6,983.83 Repair&Maintenance Services and/or Supplies The Creative Group 55596 1,638.00 Professional Servicesrtemporary Services C-Temp International 55597 462]1 Repair&Maintenance Services and/or Supplies CWEA Annual Conference 55598 622.00 Professional Organizations MeetingRaining/Membership CWEA Membership 55599 140.00 Professional Organizations MeetinglTaining/Membership DeGuelle Glass Co.,Inc. 55600 2,520.00 Repair&Maintenance Services and/or Supplies Denovo Ventures LLC 55601 6,750.00 JOE Upgrade Consulting Services DWG Associates 55602 12,090.00 Professional Services Emerson Process Management,L.L.P. 55603 1,840.00 Repair&Maintenance Services and/or Supplies Employee Benefits Specialists,Inc. 556W 12,141.35 Reimbursed Prepaid Employee Medical&Dependent Care Enchanter,Inc. 55605 1,520.00 Vessel Services-Monitoring Vessel Nermor Ewing Irrigation 55606 29.56 Irrigation Repair&Maintenance Services and/or Supplies Fedex Corporation 55607 136.13 Freight Services Fisher Scientific 55608 563.96 Laboratory Services&Supplies Flomax Products,Inc. 55609 495.37 ElectricallElactronic Equipment,Pads&Repairs Franchise Tax Board 55610 360.00 Judgments Payable Frys Electronics 55611 99.69 Computers,Software/Hardware Gates Flberglass Installers 55612 3,978.00 Repair&Maintenance Services and/or Supplies Genesis Roofing 55613 1,700.00 Repair&Maintenance Services/Roofing Repairs George Yardley Co. 55614 2,479.49 Repair&Maintenance Services and/or Supplies Gladstone International,Inc. 55615 4,250.00 Professional Organizations Meeting/Tmining/Membership Glen Mills Inc. 55616 1,050.00 Laboratory Services&Supplies Glans Alignment&Brake Service 55617 129.00 Autos.Trucks&Marine Equipment,Pads,Accessories&Services Gold Coast Awards,Inc. 55618 63.12 Badges Golden State Overnight Delivery Service 55619 220.30 Courier Services Golden West Machine,Inc. 55620 4,990.00 Repair&Maintenance Services and/or Supplies Golden West Window Service 55621 3,240.00 Facilities,Maintenance,Services&Supplies Grainger,Inc. 55622 2,913.46 Repair&Maintenance Services and/or Supplies Gmybar Electric Company 55623 6,179.73 Electrical0ectronic Equipment,Parts&Repairs Greentech Landscape,Inc 55624 2,657.00 Landscape Maintenance Services H.H.Fromer Architects,Inc. 55625 11,631.07 Construction Hach Company 55626 656.30 Laboratory Services&Supplies Home Depot 55627 225.53 Miscellaneous Pads and Supplies Hub Auto Supply 55628 374.96 Autos,Trucks&Marine Equipment,Parts,Accessories&Services City of Huntington Beach 55629 9,650.57 Water Use Indiana Child Support Bureau 55630 290.00 Judgments Payable EXHISITA nnntolmm Page 2 of 7 41mc013 Return to Arabi Rom Claims Paid From 4/1113 to 4115/13 Vendor Warrant No. Amount Description Im.Union of Opal Eng.AFL CIO Local 55631 4,617.36 Dues Deductions Intratek Computer,Inc. 55632 2,013.02 Neteork/Server/Printer Maintenance Services Court Order 55833 2,179.38 Judgments Payable IA Testing 55634 57.00 Safety,Security,Health Equipment,Supplies,and Services Lexis-Nexis 55635 84.00 Books&Publications On-Line Loran Education Services 55636 578.00 Professional Organizations MeetinglTreining/Membership McGrew HIII Inc. 55837 87.00 Books and Publications Emerson Process Management,L.L.P. 5%38 1,640.00 Repair Maintenance Services and/or Supplies Midway Mfg.&Machining Co. 55639 975.00 Repair&Maintenance Services and/or Supplies MTM Recognition Corporation 55840 468.86 Service Amble New Pig 55841 297.04 Repair&Maintenance Services and/or Supplies OCEA 5561 702.00 Dues Deductible Once Depot 55643 2,197.26 Office Supplies Orange County United Way 55644 40.00 Employee Contributions Peace Officers Council of CA 5561 2,254.00 Dues Deductions,Supervisors&Professionals Peak-Ryzax,Inc. 5561 933.36 Laboratory Services&Supplies PL Hawn Company,Inc. 55647 260.89 Repair&Maintenance Services and/or Supplies Pre it Distribution,Inc. 55648 810.00 Laboratory Services&Supplies Primrose Ice Co.,Inc. 55649 105.00 Water&Ice Services Pump Argon 5%50 9,537]4 Oil Filters Q Air-Calif.Div.Pump Engineering 55651 975.23 Repair&Maintenance Services and Supplies Quickstart Intelligence 55652 2,396.00 Professional Organizations MeetinglTreining/Membership Court Order 55853 108.00 Judgments Payable RMC Water and Envimnment 55(k54 8,985.70 Professional Services South Coast Environmental Co. 55655 633.31 Professional Services-Air Quality Monitoring Shamrock Supply Co.,Inc. 55656 827.73 Repair&Maintenance Services and/or Supplies Shuraluck Sales&Engineering 55657 157]9 Repair&Maintenance Services and/or Supplies Siemens Energy,Inc. 55658 3,648.00 Repair Maintenance Services and/or Supplies Smith Paint and Supply 55659 232.44 Painting Services and Supplies Ago Indust iesDBA So-Cal Sweeping 55660 960.00 Street Sweeping Services Southern Coincide Setac 55661 53.00 Professional Organization SPEX Cartlprap,Inc. 55662 100.69 Laboratory Services&Supplies Stanton Radiator 55663 175.00 Repair&Maintenance Services and/or Supplies Sunset Industrial Parts 55664 149.57 Repair&Maintenance Services and/or Supplies Thermo Electron North America,L.L.C. 55865 574.54 Laboratory Services&Supplies Train Consulting Engineers 5%66 8,138.68 Professional ServiceelEngineering Design Services Truck&Auto Supply,Inc. 55667 1,125.42 Autos,Trucks&Marine Equipment,Paris,Accessories&Services TW Telecom Holdings,Inc. 55668 9,224.66 Telecommunications United States Department Of The Treasury 55869 399.86 Judgments Payable US Equipment Co.,Inc. 556T0 2,886.76 Repair Maintenance Services and/or Supplies Vapex Products,Inc. 55671 3,057.24 Electrical/Electronic Equipment,Parts&Repairs Venzon California 55672 643.03 Telecommunications Verizon Wireless 55873 1,102.83 Telecommunications Value's Plumbing 55674 140.00 Plumbing Services&Supplies Vision Financial Corporation 55675 1,187.20 Employee Voluntary Benefits MR Scierdfic Products 55676 383.44 Laboratory Services&Supplies Wastewater Technology Tralners 556]] 1,730.00 Professional Organizations Meeting/TalninglMembership Water Envimnment Federation 55678 456.00 Professional Organizations Meeting Training)Membership WPL Publishing 55679 691.00 Books&Publications EXHISITA fin/210i Page 3 of 7 4/16/zO13 Return to Aaenda Rom Claims Paid From 4/1113 to 4115/13 Vendor Warrant No. Amount Description Xyon Business Solutions,Inc. 55680 2,400.00 Professional Services/Temporary Services Court Omer 55681 912.50 Judgments Payable Rodney L.Collins 55682 350.00 MeetinglTaining Expense Reimbursement Coss,Ronald J. 55683 1,303.82 Meating/rmining Expense Reimbursement Raul Cuellar 55684 468.20 MeetinglTraining Expense Reimbursement Like Kovac 55685 169.00 MeetingRmining Expense Reimbursement May T.Kyl 55686 852.53 Meeting/Tmining Expense Reimbursement Jaime M.Melpeda 55687 189.78 Mealingamining Expense Reimbursement Huan Hoang Nguyen 55688 103.75 MeetinglTmining Expense Reimbursement Jeffrey Y.Shubik 55689 116.00 MeetinglTmining Expense Reimbursement Edward M.Torres 55690 743.89 Meeting/rmining Expense Reimbursement Hai-Thad T.Huynh 55691 115.00 Meeting?mining Expense Reimbursement Caliagua,Inc. 55692 1,903.49 Construction CAPPO,Inc. 55693 199.00 Professional Organizations MeetinglTainii-WMembership Amadls U.S.,Inc. 556M 74,128.26 Professional ServlceslEnginearing Design Services Black&Veatch Corporation 55695 61,842.19 Professional ServiceslEngineering Design Services Corporate Image Maintenance,Inc. 55696 36,570.00 Janitor&Household Service&Supplies CORRPRO Companies,Inc. 55697 30,623.50 Professional Servicee/Temporary Services Dionex Corporation 55698 47,T13.92 Laboratory Services&Supplies Employee Benefits Specialists,Inc. 55699 829,951.46 Reimbursed Prepaid Employee Medical&Dependent Cara Hach Company 55700 66482.47 Laboratory Services&Supplies HDR Engineering,Inc. 55701 62,130.60 Professional Services/Engineering Design Services Lexis-Nexis 55702 57,170.06 Books&Publicatlons On-Line Prudential Insurance Company of America 55703 47,390.04 Bends Standard Automation and Control 55704 62,362.34 Computer Applications&Services TDI 55705 31,700.00 Professional Servicestinfomnation Technology Tule RancWMagan Farms 55706 312,117.80 Sidi Management Randwnk,Escrow Acct#272295573 55707 75,000.00 Co mumaddn W.M.Lyles Co. 55708 1,425,000.00 Construction Air Products&Chemicals,Inc. 55709 12,817.21 Chemicals,WaterfWasteasater Treatment Ahmed Inc. 55710 1,183.75 Laboratory Services&Supplies American Public Works Association 55711 63.00 Professional Organizations Meeting?aininglMembership American Society for Microbiology 55712 50.00 Professional Organizations MeetingRraininyMemberehip Ancun Marne 55713 2,010.00 Repair&Maintenance Services and/or Supplies ATM AA,Inc. 55714 280.00 Lab Services Audn Building and Design ribs The Aran 55715 710.56 Professional ServiceslEngineering Design Services Awards&Trophies Company 55716 23.76 Awards and Framing Services AWSI 55717 57.00 Professional Services-DOT Program Administration Battery Systems,Inc. 55718 68.39 Repair&Maintenance Services and/or Supplies Bentley Systems,Inc. 55719 720.96 Software Maintenance Agreement BioMerieux Vitek,Inc. 55720 1,848.37 Laboratory Services&Supplies BLX Group 55721 2,250.00 Professional Financial Services BNSF Railway Company 55722 1,840.00 Professional Services 241-U Callan Associates,Ina 55723 4,231.75 Invastment Advisory Services Cal-Therm Inc. 55724 4,900.00 Repair&Maintenance Services and/or Supplies Caltrol,Inc. 55725 2,087.08 ElectricallElecVonic Equipment,Paris&Repaid; Carbon Activated Corporation 55726 19,935.56 Repair&Maintenance Services and/or Supplies Career Track 55727 299.00 Professional Organizations Meeting?aininglMembership Chromate Industrial Cam 55728 90.14 Miscellaneous Paris and Supplies EXHISITA nnntolmm Page 4 of 7 411e2013 Return to Agenda Rom Claims Paid From 4/1113 to 4115/13 Vendor Warrant No. Amount Description Claudia J.Their 55729 1,600.00 Professional Organizations MeetingfTmining/Membership Cole-Parmer Instrument Co. 55730 246.61 Laboratory Services&Supplies Cotton Point Design,Inc.ohs Power Deal 55731 3,677.40 ElectncallElechonic Equipment,Parts&Repairs CRC Press,Inc. 55732 129.95 Publication CS-AMSCO 55733 10,504.41 Repair&Maintenance Services and/or Supplies GTemp International 557M 617.67 Repair&Maintenance Services and/or Supplies Culligan of Orange County 55735 61.40 Repair&Maintenance Services andfor Supplies CWFA Membership 55736 280.00 Professional Organizations MeetinglTmining/Membership DDB Engineering,Inc. 55737 495.00 Professional Services-Advocacy Denovo Ventures LLC 55738 3,525.00 JOE Upgrade Consulting Services DunnEdwards Corporation 55739 142.64 Facilities,Maintenance,Services&Supplies Elect Air 55740 5,066.55 Instrument Pads&Supplies Employee Benefits Specialists,Inc. 55741 201.60 Reimbursed Prepaid Employee Medical&Dependent Care Enchanter,Inc. 55742 1,520.00 Vessel Services-Monitoring Vessel Nenssa Environmental Resource Associates 55743 2,519.77 Laboratory Services&Supplies Excel Door&Gets Co.,Inc. 557" 1,650.00 Repair&Maintenance Services and/or Supplies Fedex Corporation 55745 59.87 Freight Services Fisher Scientific 55746 651.55 Laboratory Services&Supplies Fountain Valley AAA Auto Spa 55747 W2.34 Autos,Trucks&Marine Equipment,Paris,Accessories&Services Franchise Tax Board 55748 23,735.47 Judgments Payable G&B Creative Solutions LLC 55749 4,860.00 Printing and Publications Garrett Callahan Company 55750 5,208.20 Chemicals,WatenWastewater Treatment George Yardley Co. 55751 680.14 Repair&Maintenance Services and/or Supplies Gierich-Mitchell,Inc. 55752 2,345.62 Repair&Maintenance Services and/or Supplies Global Environmental Network Inc. 55753 1,200.00 Safety,Security,Health Equipment,Supplies,and Services Golden State Overnight Delivery Service 55754 81.26 Courier Services Golden West Window Service 55755 432.00 Facilities,Maintenance,Services&Supplies Grainger,Inc. 55756 2,302.40 Repair&Maintenance Services and/or Supplies Graphic Products,Inc. 55757 425.25 Miscellaneous Supplies Greybar Electric Company 55758 954.08 Elecincal0ectronic Equipment,Pans&Repairs Greentech Landscape,Inc 55759 395.00 Landscape Maintenance Services Hanker Equipment Company 55760 272.20 Autos.Trucks&Marine Equipment,Parts,Accessories&Services Hach Company 55761 4,268.88 Laboratory Services&Supplies HILLCO Fastener Warehouse,Inc. 55762 124.14 Repair&Maintenance Services and/or Supplies Home Depot 55763 616.34 Miscellaneous Paris and Supplies Hopkins Technical Products,Inc. 55764 1,922.35 Repair&Maintenance Services and/or Supplies Hyatt Legal Plans 55765 1,824.00 Professional Services-Legal Industrial Threaded Products,Inc. 55766 2,597.57 Repair&Maintenance Services and/or Supplies Innovyze,Inc. 55767 12,825.00 Software Maintenance Agreement J I Solutions,Inc. 55768 903.83 Laboratory Services&Supplies Jamison Engineering Contractors,Inc. 55769 9,987.26 Professional Services/Construction Support Services Kanawha Insurance Company 55770 2,476.11 Voluntary Benefits-SSTD Insurance Keenan&Associates 55771 3,316.66 Professional ServiceeWorker's Compensation Program La Marche Manufacturing Co. 55772 3,858A6 Repair&Maintenance Services and/or Supplies Lee&go,Inc. 55713 12,267 04 Professional Services/Engineering Design Services Lillesirend and Associates 55774 3,354.10 Professional Services Lord's Gourmet Foods,Inc. 55775 187.50 Catering Services Mail Dispatch,LLC 55776 314.70 Mail Delivery Service Malcolm Pimie,Inc. 55711 2,954.50 Professional Services/Engineering Design Services EXHISITA fnniolmm Page 6 of 7 4116rze13 Return to Agenda Rom Claims Paid From 4/1113 to 4115/13 Vendor Warrant No. Amount Description Marinus Scientific 55178 99.36 Laboratory Services&Supplies Matheson Tri Gas,Inc. 55779 1,269.44 Laboratory Services&Supplies MId-West Associates,Inc. 55780 1,473.18 Repair&Maintenance Services and/or Supplies MTM Recognition Corporation 55781 125.63 Service Awards Mythical,Inc. 55782 8,029.77 Software-Perpetual License for Oracle Data Base-Enterprise Edition,Maint.&Support National Institute of Standards&Tech-R 55783 2,539.00 Laboratory Services&Supplies Neal Supply Co. 557M 866.64 Repair&Maintenance Services and/or Supplies NetworkFleet,Inc. 55785 2,819.48 Software Maintenance Agreement Newark Electronics 55786 750.26 Electrical0ectronic Equipment,Pads&Repairs Olin Corporation 55787 6,571.47 Chemicals,WaterrWastewater Treatment Ohl Distributors,Inc. 55788 4,490.27 ElecticallElect onlc Equipment,Parts&Repairs Orange County Auto Pads 55789 210.41 Truck Supplies Pace,Inc. 55790 450.00 Professional Services Parker Hannifin Corporation 55791 1,620.00 Repair&Maintenance Services and/or Supplies Parkhouse Tire,Inc. 55792 1,916.85 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Farman Corporation 55793 2,740.50 Mechanical Pads&Supplies PCS Express,Inc. 55794 162.49 Courier Services PL Hawn Company,Inc. 55795 337.87 Repair&Maintenance Services and/or Supplies P.M.Products,Inc. 55796 5,139.93 Repair&Maintenance Services and/or Supplies Fri Distribution,Inc. 55797 104.44 Laboratory Services&Supplies Pump Action 55798 5,884.30 Oil Filters Quill Corp 55799 118.33 Office Supplies Rainbow Disposal Co. 55800 3,499.00 Waste Disposal Rapid Technologies,Inc. 55801 8,847.93 Software Maintenance Agreement Rehab West,Inc. 55802 349.58 Human Resources Services Reliastar Bankers Security Life Ins. 55803 3,921.03 Voluntary Life Ins.,Cancer Ins.&Supplemental Short-Tema Disability Ins. Reportei Inc. 55804 5,630.40 Computers,Sof im elHanhvdre Safety Max 55805 437.38 Safety,Security,Health Equipment,Supplies,and Services SC Fuels 55806 3,977.77 Fuel and Lubricants Securites Security Services USA,Inc. 55807 315.60 Safety,Security,Health Equipment,Supplies,and Services Shamrock Supply Co.,Inc. 55808 2,363.36 Repair&Maintenance Services and/or Supplies Shureluck Sales&Engineering 55809 4,516.83 Repair&Maintenance Services and/or Supplies Sigma-Aldrich,Inc. 55810 436.37 Laboratory Services&Supplies So.Cal Gas Company 55811 14,652.41 Utilities Southern California Edison 55812 1,546.79 UBIIties Sparkled-Dallas 55813 1,579.20 Miscellaneous Services SPEX Cemprep,Inc. 55814 96.41 Laboratory Services&Supplies SST Benefits Consulting&Insurance Saw 55815 5,000.00 Professional Services Staheli Trenchless Consultants,Inc. 55816 1,586.00 Constuctlon Staples 55817 612.17 Office Supplies Steven Enterprises,Inc.-Remit 55818 194.40 Office Supplies Sunset Industrial Pads 55819 53.57 Repair&Maintenance Services and/or Supplies SWRCB Accounting Office 55820 466.00 Governmental Agency Fees&Charges The Standard Insurance Company 55821 2,934A3 Disability Insurance Thermo Electron North Amer.,LL.C, 55822 4,979.00 Laboratory Services&Supplies Townsend Public Affairs 55823 7,500.00 Professional Services-State Legislative Advocacy Underground Service Alen of So.CeIH 55824 1,609.50 Professional Services-Dig Aled Notification Service United Parcel Service 55825 736.70 Freight Services UC Regents 55826 5,000.00 Professional Organizations MeetingRraininyMembership EXHISITA nnntmmm Page 6 of 7 4116rz013 Return to Agenda Rom Claims Paid From 4/1113 to 4115/13 Vendor Warrant No. Amount Description University Of California,San Diego 55827 15,000.00 Professional Servicee'Sudace Mooring Pipe Rehab Project USC 55828 14,930.69 Professional Services/Studies Vapex Products,Inc. 55829 5,096.28 Elmdrical/Electronic Equipment,Parts&Repairs Vision Financial Corporation 55830 1,194.20 Employee Voluntary Benefits MR Scientific Products 55831 7,303.42 Laboratory Services&Supplies Wastewater Technology Trainers 55832 3,210.00 Professional Organiutions Meeting/TrainingROembership WateReuse Association 55833 400.00 Professional Organizations Meeting/Training/Membership Winds Sanitary Supply 55834 17.43 Janitor&Household Service&Supplies West Lite Supply Company,Inc. 55835 22.68 ElectricalOrkol onic Equipment,Parts&Repairs Wimer Corporation 55836 746.38 Repair&Maintenance Services and/or Supplies Yale/Chase Materials Handling,Inc. 55837 464.01 Electncal/Elechonic Equipment,&Electric Cart Parts&Repairs Coss,Ronald J. 55838 120.00 Meeting?raining Expense Reimbursement Carla D.Dillon 55839 684.36 MeetinglTraining Expense Reimbursement Terry W.Kris 55840 958.20 MeetingRmining Expense Reimbursement Mary S.Thompson 55"1 1,094.46 Meeting/raining Expense Reimbursement Total Accounts Payable Warrants $ Q200.667.39 Payroll Disbursements Employee Paychecks 51029- 51051 $ 3,816.33 Interim Payroll-ARBA(4101113) Employee Paychecks 51052. 51090 85,527.03 Biweekly Payroll(4/03/13)' Employee Paychecks 51096- 51098 2,114.97 Interim Payroll-Reduce(4/02/13) Employee Paychecks 51099- 51100 3,741.W Interim Payroll-Partners Regular Pay(4/02/13) Employee Paychecks 51101- 51103 l l,224.21 Interim Payroll-Retirees Payouts(4102113)" Employee Paychecks 61153 2,521.66 Interim Payroll-Voluntary Tenn Reg Hours(4/11/13) Employee Paychecks 51154 16,824.20 Interim Payroll-Voluntary Tema Payout(4111113) Direct Deposit Statements 3352m-335423 29,856.76 Interim Payroll-AREA(4/01/13) Direct Deposit Statements 335424-335986 1,397,619.96 Biweekly Payroll(4/03/13) Total Payroll Disbursements $ 1,553,246.62 Th-k Mumma 51WI-51 0e5 uwa in odor rams. -Check nmroxx 5110451152b be usW for Nlure periW. Wire Transfer Payments OCSD Payroll Taxes&Contributions $ 902,640.74 Biweekly Payroll(4/03/13) Total Wlre Transfer Payments $ 902,84074 Total Claims Paid 4101113-4115113 $ 8,656,754.75 Et(HISITA rmnermm Page 7 of7 4116/2013 Return to Amout Rom Claims Paid From W16113 to W30113 Vendor Warrant No. Amount Description Accounts Pavable Warrants A W Chastened 991 $ 6,094.78 Repair&Maintenance Services under Supplies Absolute Standards,Inc. 56061 635.00 Laboratory Bayless&Supplies AccuStandard 56052 79.34 Laboratory Services&Supplies AECOM Technical Services,Ina 55842 36,533.89 Professional Services/Engineering DesignServices AECOM Technical Services,Inc. 56034 31,069.90 Professional Sewices/Engineering Design Services Aerotek SM69 1,890.30 Professional SewicesRempomry Services Ago lndustriesDBA SO al Sweeping 559M 480.00 Street Sweeping Services Air Liquids America Corp. 56053 241.55 Laboratory Services&Supplies Air Liquids America Specialty Gases LLC 55860 207.81 Laboratory Services&Supplies Air Liquids America Specialty Gases LLC 5WM 927.46 Laboratory Services&Supplies Air products&Chemicals,Inc. 55861 9,922.35 Chemicals,WaterWastewater Treatment Air Products&Chemicals.Inc. 56055 12,304.32 Chemicals,WaterMastewater Treatment Airgas Safety,Inc. 981 549.9E Safety,Security,Health Equipment,Supplies,and Services Algae Safety,Inc. 992 8,926.94 Safety,Security,Heats Equipment,Supplies,and Services Airgas USA.LLC 982 199.18 Laboratory Services&Supplies Airgas USA,LLC 993 563.91 Laboratory Services&Supplies Alta-Robbins,Inc. 56059 1,041.92 Electrical/Electronic Equipment,Paris&Repairs American Express TVL Related Svcs Co. 56058 3,308.97 Purchasing Card Progn m for Miscellaneous Travel Expenses Analytical Technology,Inc. 5W59 1,063.06 Instrument Supplies Applel Employment Service 983 11,686.60 Professional SewicesRebromary Services Applied Industrial Technology SON 1,258.72 Repair&Maintenance Services and/or Supplies Archie ivy,Inc SM62 3,740.00 Repair&Maintenance Services and/or Supplies Amon Structural Engineers,Inc. 5W61 995.00 Professional Sewicesl Stmcturel Design Abrams Instruments,L.L.C. 55863 22.34 ElectricaVElectrome Equipment,Parts&Repairs Ashbrook Simon Hadley Operations,L.P. 56062 4,905.74 Repair&Maintenance Services and/or Supplies Asset Management Group SM64 10,052.33 Sewer Service AT&T 560W 245.96 Telecommunications AT&T Long Distance. 55866 38.90 Telecommunications AT T Mobility ll,L.L.C. 55869 200.99 Telecommunications AT&T Universal Biller 55865 151.40 Telecommunications ATCG Amer.Type Culture Collect %063 249.W Laboratory Services&Supplies Awards&Trophies Company 55liN 14.99 Awards and Framing Services Awards&Trophies Company 56064 14.94 Awards and Framing Services Battery Specialties 55870 283.05 Bftedes,Vadous Battery Specialties %065 493.51 Batleries,Various Battery Systems,Inc. 55891 2,313.50 Repair&Maintenance Services and/or Supplies Beach Wire and Cable 56066 2E8.10 Telecommunications Best Contracting Services,Inc. 55843 46,499.00 Repair&Maintenance Services and/or Supplies Big Tex Trailers 56069 1,283.20 Repair&Maintenance Services and/or Supplies Butcher Anderson Realty Mgmt 55892 7,212.34 Sewer User Refund Black B Veatch Corporation 55844 89,874.09 Professional SewiceslEngineering Design Services Black&Veatch Corporation 56036 10,671.79 Professional SewiceslEngineedng Design Services Bon Air,Inc. 55858 25,131.00 Construction Boregarde Holdings,Ltd. 55893 4,999.00 Professional Organizations Meetingl9reiningWermbersM1ip Sentence Consulting,L.L.C. 5600 1,040.00 Professional SewiceslEngineering Design Services Brady Corporation SWISS 488.31 Tools Brookhumt Town Center LLC 55894 4,308.91 Sewer User Refund Brown&Caldwell 55845 218,211.11 Professional Services/Engineering Design Services Caleb Wheatley 56191 95.00 MeetingRmining Expense Reimbursement California Bank&Trust#201037519 SN24 16,879.88 Construction EXHIBIT le1210Mm Page 1 of 8 Sdys00 B Return to America Rom Claims Paid From W16113 to W30113 Vendor Warrant No. Amount Description California Barricade Rentals 56070 4,800.00 Miscellaneous Services California Dept.of Child Support 55875 2,786.85 Judgments Payable California Municipal Statistics,Inc. SN71 500.00 Governmental Agency Fees&Charges California Recreation Company 994 3,386.73 Boat Slip Rental-Nerissa Ocean Monitoring Vessel California Relocation Services,Inc. 55876 1,462.50 Miscellaneous Services-Moving/Relocation Califomia Relocation Services,Inc. 56072 112.W Miscellaneous Services-Moving/Relocation California Truck Equipment Co. 55887 1,909.50 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Callahan Auto Information System 58073 243.00 Autos,Trucks&Marine Equipment,Paris,Accessories&Services Cali Fullerton 5.LP 55846 W.515.67 Sewer User Refund Cal-Therm Inc. 56074 8,153.00 Repair&Maintenance Services ani Supplies Cameron Compression Systems SW75 449.97 Repair&Maintenance Services and/or Supplies Campbell Window Film 58078 1,207.00 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Campo Engineers 55847 33,917.25 Professional Services/Engineering Design Services Camllo Enginaam 5601,1' 17,150.82 Professional Services Cavanaugh Machine Works SW78 16,483.40 Repair&Maintenance Services and/or Supplies Cemtek Environmental,Inc. 5587 8,583.34 CEMS Maintenance Agreement Centre for Organization Effectiveness 56079 8,300.00 Professional Serviceethumn Resource Services Charles P.Crowley On. SON 4,919.36 Repair&Maintenance Services and/or Supplies Chem Search 56081 735.79 Repair&Maintenance Services and/or Supplies Christine W.Yales 58033 556.88 MeetingrTraining Expense Reimbursement City of Fountain Valley 55878 533.87 Water Use City of Fullerton S5879 14.00 Water Use City of Huntington Beach 55928 84.58 Water Use City of Newport Beach 56139 1,266.40 Water Use Claudia J.Their 56083 2,276.25 Professional Organizations MeetingImininglMembership Columbia Analytical Services 560% 330.00 Laboratory Services&Supplies Connell ChevrolehGEO 56084 502.62 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Consumers Pipe&Supply Co. 995 1,226.39 Repair&Maintenance Services and/or Supplies Converse Consultants 55880 31950.00 Professional ServiceslProfesumnal ServiceslMaterials&Geotechnical Testing Copy Group Inc. 55881 2,926.15 Printing/Reprographics Services Comer Bakery Caf6(CBC) 55882 399.94 Catering Services Comer Bakery Cobs(CBC) SWIMS 181.98 Causing Services Cortech Engineering 56086 3191517 Repair&Maintenance Services ani Supplies County of Orange Auditor Controller 55883 615.00 Governmental Agency Fees&Charges County of Orange Auditor Controller sum 870.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 56087 280.00 Govemmental Agency Fees&Charges Court Order 55934 2,179.38 Judgments Payable Court Order 55971 101 Judgments Payable Court Order 56022 912.50 Judgments Payable CR&R,Ina 56088 1,683.90 Waste Disposal Crary&Associates 55886 463.75 Professional Servicesllnformation Technology CS-AMSCO 56037 59,510.00 Repair&Maintenance Services and/or Supplies CSC Parts SaleslJohnson Controls 56124 31.56 Repair Maintenance Services and/or Supplies C-Temp International 56089 211.35 Repair Maintenance Services and/or Supplies CW Captal 55888 8,512.48 Sewer User Refund CW Capital LLC SM89 2,259.07 Sewer User Refund CWEA Annual Conference 560W 128.00 Professional Organizations Meeting/raininglMembershlp CWEA Membership 55890 700.00 Professional Organizations MeetingRainingiMembership CWEA Membership SWIM 140.00 Professional Organizations MeetingImininglMembershm Dale O.Henderson 56188 426.35 Judgments Payable David Weather Pest Control,Inc. 56092 1,260.00 Pest Control Services EX rn1210sum Page 2 of 8 EXHIBIT B Return to Agenda Rom Claims Paid From W16113 to W30113 Vendor Warrant No. Amount Description Delta Q.Inc. 55891 3,425.06 Repair&Maintenance Services and/or Supplies Denovo Ventures LLC 55892 8,550.00 JDE Upgrade Consulting Services Detection Instruments Corporation SM93 Mar ElectbcallElectronic Equipment,Parts&Repairs DLT Solutions,Inc. 5W93 16,404.W Computer Applications&Services EVE Mesa 8,LLC 55895 956.32 Sewer User Refund Dunn-Edwams Commission 56094 102.0 Facilities,Maintenance,Services&Supplies Electrabond 5W95 3,396.W Repair&Maintenance Services and/or Supplies Embark Consulting,LLC Uff% 6,379.59 Professional SewiceslSCADA Software Maintenance Support Employee Benefits Specialists,Inc. 55897 12,019.69 Reimbursed Prepaid Employee Medical&Dependent Care Enchanter,Inc. 55898 2,280.00 Vessel Services-Monitoring Vessel Nerisse ENS Resources,Inc. SUN 7,500.00 Professional Services-Federal Advocacy Environ Strategy Consultants,Inc. 559M 500.00 Professional Services-Quarterly Sampling of Groundwater Monitoring Wells in the Auto Environmental Engineering&Contracting 56096 5,478.69 Professional ServiceslSpecialry,Course Audits Environmental Express,Inc. 56097 5,090.11 Laboratory Services&Supplies Environmental Resource Associates Swett 1,208.42 Laboratory Services&Supplies Environmental Sampling Supply 56098 1,344.28 Laboratory Services&Supplies Environmental Water Solutions,Inc. 56100 18,522.00 Repair&Maintenance Services and/or Supplies Equipment Lease/Postage Meter 55952 63.54 Neopost USA Inc. Eros Yong 56192 405.00 MaetingRrzlning Expense Reimbursement ESRI,Inc. 55848 28,608.98 Computer Applications&Services Ewing Imgation 55901 487.40 Irrigation Repair&Maintenance Services and/or Supplies Excel Door&Gate Co.,Inc. 55902 1,409.23 Repair&Maintenance Services and/or Supplies Falschlehneq Ned 56903 2,874.46 Septic User Refund Faviola Miranda NOW 260.18 Meetingl-raining Expense Reimbursement Feces Corporation 559M 143.73 Freight Services Fisher Scientific 559M 2,272.22 Laboratory Services&Supplies Fisher Scientific 56101 1,052.26 Laboratory Services&Supplies Fleet Services 55907 486.25 Truck Repair Franchise Tax Board 55908 360.00 Judgments Payable Franklin Covey 56102 42.08 Office Supplies Fresno First Bank-ACct 100013307 56025 14,O97.65 Construction,Retention Full Spectrum Analyses,Inc. 56103 1,295.00 Laboratory Services&Supplies Garland Manufacturing Co. 56104 791.80 Repair&Maintenance Services andor Supplies Gomm Callahan Company 55909 3,466.61 Chemicals,WateloWastewater Treatment Gateway Olympia Inc 55910 8,521.n Sewer User Refund George Yardley Co. 55912 2,774.13 Repair&Maintenance Services and/or Supplies Gomm Daniel Wotldwide 55913 100.00 Repair&Maintenance Services andor Supplies Gexpro 55914 1,500.00 Repair&Maintenance Services and/or Supplies Glens Alignment&Broke Service 56915 110.00 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Golden State Overnight Delivery Service 55916 SUN Courier Services Golden State Overnight Delivery Service 56105 61.82 Courier Services Golden West Window Service 55917 600.00 Facilities,Maintenance,Services&Supplies Goodyear Tire&Rubber Company 561M 3,093.30 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Grainger,Inc. 55918 3,164.87 Repair&Maintenance Services and/or Supplies Grainger,Inc. 56107 3.457.Tr Repair&Maintenance Services andor Supplies Grant Writing USA 55919 425.00 Professional Organizations,and Meeting mining Registration Gaybar Electric Company 55920 691.64 EleMricallElectronlc Equipment,Pans&Repairs Gaybar Electric Company Wim 17,823.01 ElechicallElectomic Equipment,Pals&Repairs Great Western Sanitary Supplies Wing 85.7 Janitor&Household Service&Supplies GT Hell Company 55911 2,355.11 Mechanical Paris&Supplies Guarantee Royalties,Inc 55921 204.72 Sewer User Refund EX HI Page 3 of 8 aIBnTO B Return to Admits Rom Claims Paid From W16113 to W30113 Vendor Warrant No. Amount Description Hach Company 55922 8.528.58 Laboratory Services&Supplies Handful Industrial Plastics,Inc. 55923 1,650.82 Repair&Maintenance Services antior Supplies Harrington Industrial Plastics,Inc. 56110 203.70 Repair&Maintenance Services antior Supplies Hayden,LLC 55924 262.68 Sewer User Refund HDR Engineering,Inc. 55849 107,619.78 Professional Services/Engineering Design Services Helix Electric,Inc. 56048 143,513.65 Construction HI Standard Automotive,L.L.C. 55925 569.28 Autos,Trucks&Marine Equipment,Pads,Accessories&Servlces Hill Brothers 977 97,046.96 Chemicals,WatedWastewater Treatment Hill Brothers 990 45,156.26 Chemicals,WatenrWastewster Treatment Home Depot 55926 264.83 Miscellaneous Parts and Supplies Home Depot 56111 105.24 Miscellaneous Parts and Supplies HPSO 56112 143.00 Professional Organizations MeetingaminagNembership Hub Auto Supply 55927 734.69 Autos,Trucks&Marine Equipment,Pads,Accessories&Services IDEXX Distribution,Inc. 56113 22.68 Laboratory Services&Supplies Indiana Child Support Bureau 55929 290.00 Judgments Payable Industrial Distribution Group 56114 44.16 Repair&Maintenance Services sill Supplies Industrial Fabrics Corp. 56115 111069.82 Repair&Maintenance Services antior Supplies Inorganic Ventures,Inc. 56116 51.51 Laboratory Services&Supplies Integrated Process Technologies,Inc. 56117 20,488.03 Repair&Maintenance Services action Supplies International Business Machines 559W 6,592.17 Computer Applications&Services Ind.Union of Oper.Eng.AFL CIO Local 55931 51018.90 Dues Deductions Intretek Computer,Inc. 56118 393.74 NetwnrklS.rverlPrinter Maintenance Services Irvine Ranch Water District 55932 11.98 Water Use J l Solutions.Inc. 56121 624.24 Laboratory Services&Supplies Jamison Engineering Contractors,Inc. 55850 39,043.98 Professional Services/Construction Support Services Jamison Engineering Contractors,Inc. SWISS 48,360.38 Professional ServiceslConstruction Support Services Jays Catering 559M 1,388.90 Catering Services Jays Catering 56122 1,411.66 Catering Services JE Phillips Company,Inc. 56119 2,085.48 Repair&Maintenance Services antra Supplies Jensen Instrument Co. 56123 4,125.62 ElectricallElectmnic Equipment,Pads&Repairs JIG Tucker And Son,Inc. 56120 1,744.20 Safety,Security,Heats Equipment,Supplies,and Servlces Johnstone Supply 56125 523.92 Repair&Maintenance Services and/or Supplies Jorge Meoocal 561N 110.00 Merabng)Tpuning Expense Reimbursement JP Morgan Chase Bank,NA SM39 55,527.22 Purchasing Card Program for Miscellaneous Parts and Supplies Kelly Paper 56126 8,780.67 Once Supplies Kemim Water Solutions 979 149,471.40 Chemicals,WaterrWastewater Treatment Keybank Real Estate Capital 559M 3,330.44 Sewer User Refund Kimberly C.Christensen 56186 1,478.15 MeetingRraining Expense Reimbursement Kroll Ontreck Inc. 559M 724.21 Professional ServiceslEmployee Relations Lear Liquidating Associates 55937 204.72 Sewer User Refund LECO Corporation 56127 593.79 Laboratory Services&Supplies Lee&Run Inc. 559M 4,079.50 Professional ServiceslEngineering Design Services Lexis-Nexis 56128 8,633.00 Books&Publications On-Line Lilia Kovac 56029 287.50 MeetingRraining Expense Reimbursement Lillestrand and Associate. 55939 1,552.60 Professional Services Linda Pearson Trust 55W 206.Y2 Septic User Refund Lucas Gourmet Foods,Inc. 56129 93.75 Catering Services MAG Systems 561W 393.92 ElectricallElectronic Equipment,Pads&Repairs Malcolm Firms,Inc. 55941 181948.69 Professional Services/Engineering Design Services Mallory Safety And Supply,LLC 56131 8,g61.36 Small Tools Manleys Boiler,Inc. 55942 4,850.00 Repair&Maintenance Services and Supplies EXHIBIT an1210/nm Page 4 of 8 arkQ01B Return to America Rom Claims Paid From W16113 to W30113 Vendor Warrant No. Amount Description Mriolouice Carlisle 55943 4,200.00 Professional Services/Human Resource Services Marinus Scientific 55944 99.36 Laboratory Services&Supplies Martin Enterprises 55945 2,070.01 Sewer User Refund Maxim Security Systems 55946 1,919.07 Safely,Security,Health Equipment,Supplies,and Services McMaster-Carr Supply Co. 996 2,379.88 Repair&Maintenance Services and/or Supplies MCR Technologies,Inc. 56132 6,510.59 Repair&Maintenance Services and/or Supplies Mesa Muffler 55947 426.00 Autos,Trucks&Marine Equipment,Paris,Accessories&Services Midway Mfg.&Machining Co. 55948 3,041.28 Repair&Maintenance Services and/or Supplies Mid-West Associates,Inc. 56133 259.30 Repair&Maintenance Services andor Supplies Miele,Inc. 56134 424.68 Laboratory Services&Supplies Mince Products Inc 56135 658.40 Repair&Maintenance Services author Supplies Mine Safety Appliance 997 3,760.55 EledricaliElectronic Equipment,Pals&capture Miscellaneous Pans and Supplies 56082 141,69 Chromate IndusNal Corp Mission Abrasive&Janitorial Supplies Sow 509,22 Janitorial&Household Services&Supplies Monrovla Ave.,LLC 55949 1,226.08 Sewer User Refund Moore Medical Inc. 998 9,512,98 Medical Supplies Morrow Meadows Corp. 56049 63423.00 Construction MTM Recognition Cmpended 56137 706.36 Service Awards MWH Americas,Inc. 55651 52,630.90 Professional ServlceslEngineering Design Services National Tax Search 559W 5,669.60 Sewer User Refund Neal Supply Co. 55951 2,557.7 Repair&Maintenance Services andor Supplies Neal Supply Co. 56138 881.28 Repair&Maintenance Services and/or Supplies Nasdaq,L.L.C. 56140 621.71 Pumps Nicolas,Pierre 55954 1,359.1/ Sewer User Refund Ninyo&Moore 55955 91041.00 Professional Servic mr3ectech&Material Testing Ni.Sports LTD 559% 337.11 Bicycle Purchases NRG Engine Services,L.L.C. 56141 2,265.54 Repair&Maintenance Services author Supplies OCEA 55957 711.75 Dues Deductible Ocean Systems 56142 2,595.14 Small Tools O'Donnell Anaheim I,LLC 559M 6,079.47 Sewer User Refund Office Depot 55959 1,198.91 Once Supplies Ol Analytical 56143 2,534.97 Laboratory Services&Supplies Olin Corporation 55852 27,769.19 Chemicals,WaterrWastewster Treatment Olin Cameramen 561" 7,027.58 Chemicals,WaterMastewater Treatment OneSource Distributors,Inc. 56145 20,107.34 Eledncal/Electronic Equipment,Pads&Repairs Oade America Inc. 559N 21,713.38 Soffware Maintenance Agreement Oade America Inc. 561" 281.93 Software Maintenance Agreement Orange City SO JV LLC 55961 7,212.34 Severer User Refund Orange County Sanitation District 56193 1,431.79 Petty Cash Expense Orange County United Way 55962 40.W Employee Contributions Orange County Water District 56147 4,000.00 GAP Water OSTS Inc. 56148 1,9001 Professional Organizations Meeting?reiningiMemhership Pacific Mechanical Supply 999 911.88 Repair&Maintenance Services author Supplies PaMhouse Tire,Inc. 5590 2,867.69 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Parkhouse Tire,Inc. 56149 432.82 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Puri Corporation 56150 3,182.26 Mechanical Pam&Supplies PBS&J 56035 421,025.39 Professional ServlceslEngineering Design Services Peace Officers Council of CA 55964 2,139.00 Dues Deductions,Supervisors&Professionals Prue Viet Tan 56000 3,490.97 Septic User Refund PL Hawn Company,Inc. 56151 5,954.14 Repair&Maintenance Services and/or Supplies Polydyne,Inc. 978 83,393.90 Chemicals,WaterAimatewater Treatment EX fn1210rmn Page 5 of 8 EXHIBIT B Return to America Rom Claims Paid From W16113 to W30113 Vendor Warrant No. Amount Description Port Supply 55965 35.38 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Power Bms.Machine,Inc. 56152 2,504.04 Repair&Maintenance Services and/or Supplies Praxair Distribution,Inc. 55966 629.r Laboratory Services&Supplies Praxair Distribution,Inc. 56153 461.81 Laboratory Services&Supplies Pres-Tech 56154 4,590.00 Mechanical Paris&Supplies Primmse loe Co.,Inc. 55967 105.00 Water&Its,Services Primmse ice Co.,Inc. 56155 262.50 Water&Ice Services Fracas Work Injury Center 55968 550.00 Medical Services Project Management Institute 55969 164.00 Professional Organizations MeetingRreining0Mearbership Prudential Overall Supply 984 3,001.12 Uniforms Prudential Overall Supply 1000 1,531.27 Uniforms Public Resources Advisory Group 561% 2,325.00 Professional SewiceslEngineering Design Services Quickstart Intelligence 55970 4,492.00 Professional Organizations Meetinolimining0Membership Rainin Instrument,L.L.C. 56157 322.19 Laboratory Services&Supplies Raymond Handling Solutions,Inc. 56158 185.00 Material Handling Tools&Equipment Realty Associates Fund Vill LP 55972 803.86 Sewer User Refund Repair&Maintenance Services and/or Sup 55868 11325.94 AW Associates Inc. Restek Co, 56159 615.04 Laboratory Services&Supplies Richard A.Cashion 56026 597.75 Meeting/Training Expense Reimbursement RMB Engineering&Sales,Inc. 561N 7,927.49 Electrical/Electronic Equipment,Pads&Repairs RMC Water and Environment 56040 25,378.97 Professional Services Robert C.Thompson 56031 1,221.2E MeetingRraining Expense Reimbursement Rodney L.Collins 56027 388.88 MeetingfTaining Expense Reimbursement Ronald O.Minor Tr 55973 3,716.66 Septic User Refund Ronald W.Dixon Stores 2,814.46 Septic User Refund Roto Rooter NOC811 55974 510.48 Repair&Maintenance Services andor Supplies Royal Wholesale Electric 56161 1,899.23 Repair&Maintenance Services and/or Supplies Royale Cleaners 55975 161.30 Miscellaneous Services Ruben Gomez 56187 735.63 Meetalol-mining Expense Reimbursement Rutan&Tucker L.L.P. 55976 870.57 Legal Services Ryan McMullin 56189 1,500.15 Meeting/Tralning Expense Reimbursement Safety-Kleen 55977 335.11 Repair&Maintenance Services and/or Supplies Safety-Kleen 56162 450.00 Repair&Maintenance Services all Supplies San DiegolOange Fluid System Technologi 5610 2,586.70 Repair&Maintenance Services and/or Supplies Sancon Engineering,Inc. sun 80,419.89 Repair&Maintenance Services and/or Supplies SCAP 55978 1,500.00 Professional Organizations MeetingnpainingiMembership Dues SCAQMD SSW9 520.48 Governmental Agency Fees&Charges SGS Testcom,Inc. 559M 9.30 Computer Haml and Services Shamrock Supply Co.,Inc. Sol" 544.86 Repair&Maintenance Services and/or Supplies Shureluck Sales&Engineering 55981 360.67 Repair&Maintenance Services and/or Supplies Shureluck Sales&Engineering Win 352.08 Repair&Maintenance Services ani Supplies Siemens do Jensen Instrument Co. 561N 1,661.59 ElectricallElectronic Equipment,Pads&Remains Siemens Technology 55982 1,992.72 Air Conditioner Automation System Sierra Instruments,Inc. 559M 121.50 Repair&Maintenance Services and/or Supplies Sigma-Aldrich Rtc,Inc. 55984 157.60 Repair&Maintenance Services and/or Supplies Simon L.Watson 56032 445.96 MeetingRmining Expense Reimbursement So.Cal Gas Company 5590 9,206.61 Utilities Son Dinh Nguyen 55953 1,115.99 Sewer User Refund Southern California Edison 55854 243.997.34 Utilities Sparkled-Deltas 55987 1,023,52 Miscellaneous Services SPEXCedlpap,Inc. 569" 290.97 Laboratory Services&Supplies fiJ210Mm EX Page 6 of 8 adiams B Return to Aral Rom Claims Paid From W16113 to W30113 Vander Warrant No. Amount Description SSPC The Societyfor Protective Coating 56167 95.00 Professional OMaranathns MeetingRreiningOMembership Stank Constmctors Inc 55856 15],940.20 Constmction Stantec Consulting Services Inc. 56989 6,221.50 Professlonal Sail.../Sa ing Staples 56168 1,419.W Once Supplies STL Landscape,Inc. 5o.41 27,000.00 Construction Stryper Technologies 55990 3,746.W Computer Hardware B Software Summit Steel 985 2,283.TT Repair BMaintenance Services and/or Supplies Sunny Realty B Management,Inc 55991 2,196.91 Sewer User Refund Sure-Foot Industries Corp 55992 302.95 Repair 8 Maintenance Services amber Supplies Surfer Enterprises 55993 625.47 Sewer User Refund Synagro West,Inc. 56042 767,638.W Biosolids Management TDI 559N 24,312.51 Professional Services)lMormation Technology TekSystems 986 81000.00 Professional Services?emwrery Services Tektronix Inc 55995 195.00 Instrument Repairs 8 Calibration Services TestAmerica Ontario 987 2,218.00 Laboratory Services 8 Supplies The Bolger Family Treat 55998 566.64 Sewer User Refund The Cary Company 56169 2,395.74 Outreach Supplies The Creative Group 55885 1,659A0 Professional Serviceaffemporary Services The Fire X-Tinguisher Service Co. 55905 712.48 Safety,Security,Heats Equipment,Supplies,and Services The Sow Group,Inc. 56043 41,271.31 Fuel and Lubricants The Thane Company 56174 5,243.00 Repair B Maintenance Services amber Supplies Thompson Industrial Supply,Inc. 988 1,531.12 Repair B Maintenance Services amber Supplies Thompson Industrial Supply,Inc. 1001 8,663.24 RepairB Maintenance Services and/or Supplies Time Warner Communications 56170 81.72 Telecommunications Toshiba Business Solutions USA Inc. 55997 1,667.63 Computers,SoftwareMardware 8 Managed Services Toshiba Business Solutions USA Inc. 56171 7,775.01 Computers,SoftwareMardware B Managed Services To it Resource Management,Inc. 55998 3,778.44 Professional Sewicesllmplementatlon of IBM Maxim Total-Western,Inc. 55998 8,328.14 Repair B Maintenance Services and/or Supplies Total-Western.Inc. 56172 2,245.00 Repair&Maintenance Services amber Supplies Tom Consulting Engineers 56173 8,233.87 Professional SewiceeEngineering Design Services Transcat 989 428.98 RepairB Maintenance Services and/or Supplies Tanscat 1002 99.w Repair B Maintenance Services andor Supplies Tremor Inedremated 1003 914.12 Repair 8 Maintenance Services amber Supplies Tropical PI..Nursery,Inc. 56001 2,200.00 Landscape Maintenance Services Tule RanchlMagan Farms 56002 4,646.00 Biosolids Management Tule RanchlMagan Farms 56044 309,539.84 Biosolids Management UC Regents 56003 375.00 Treining Registration UC Regents Santa Barham 5600'A 24,711.W Professional ServicesICCSD Ef0uent Plume Fate,Toni and Impact Study Ultra Scienfib, 56175 70.80 Laboratory Services B Supplies Undersea Graphics,Inc. 55855 93,000.00 Repair 8 Maintenance Services andor Supplies Union Bank of California 56005 956.10 Banking Services United Direct Marketing 56006 1,503.99 Courier Services United Parcel Service 56007 130.51 Freight Services United Parcel Service 56176 216.88 Freight Services United States Department O(The Treasury 56008 399.86 Judgments Payable Univar USA Inc 980 28,585.58 Chemicals,WaterhWastewater Treatment US Peroxide,L.L.C. 56009 13,628.59 Chemicals,WatouWastewater Treatment US Peroxide,L.L.C. 56045 13,612.51 Chemicals,WaterrWastewater Treatment Utilities 56023 45.16 Yorba Linda Water District Vai Wireless solo 413.13 Telecommunications Verna L.Gwdlce SN28 214.51 Maeting?rzlning Expense Reimbursement EX fn1210/mn Page T of 8 dffe B m Return to America Rom Claims Paid From W16113 to W30113 Vardar War ant No. Amount Description Veme's Plumbing 56011 4.787.65 Plumbing Services Supplies Veme's Plumbing 56171` 9,825.00 Plumbing Services&Supplies Voyager Fleet Systems,Inc. 56046 29,396.16 Autos,Trucks&Marine Equipment,Paris,Accessories&Services MR Scientific Products SN12 3,482.08 Laboratory Services&Supplies MR Scientific Products 56178 446.45 Laboratory Services&Supplies W.M.Lyles Co. SH57 266,901 Construction Walgreens Co.,No.06157-5 56013 485.64 Sewer User Refund Wastewater Technology Trainers 56014 2,140.00 Professional Organizations MeetingTmining4dembelship Water Education Foundation 56179 231.00 Professional OMan ration&Mastingilmning Registration Water Environment Federation 56015 374.00 Professional Organizations Meetingfirmining4dembership Water Environment Federation 56180 187.00 Professional 0rganivadons MeetingTralningNembershlp Waters Corporation 56181 2,364.69 Laboratory Services&Supplies Watt Companies 56016 782.88 Reconciliation User Fee Refund Program Waste Sanitary Supply 56182 101.70 Janitor&Household Service&Supplies West Lite Supply Company,Inc. 56183 84.31 Electncal/Electronic Equipment,Pads&Repairs Western Analytical Laboratories,Inc. 56017 1,755.00 Outside Laboratory Services White Star Pools 56018 310.00 Repair&Maintenance Services anckor Supplies Wooddif Spindlin&Smart 56047 187,487.35 Professional Services-Legal WPL Publishing Si 199.00 Books&Publications WRIPAC 56185 250.00 Professional 0rgan ndons MeetingTmining4dembelship Xerox Corporation 1004 843.22 Computers,SaMyadeMardware&Managed Services Xpert Solutions,Inc. 56019 3,600.00 Computers,SotiwareMardware Xyon Business Solutions,Inc. SW20 3,645.00 Professional ServicesTempoary Services yale/Chass Materials Handling,Inc. SW21 418.26 Eledrical/Electronic Equipment,&Electric Cad Pads&Repairs Total Accounts Payable-Warrants $ 5.349.977.77 Payroll Disbursements Employee Paychecks 51104- 51152 $ 88,699.23 Biweekly Payroll(4/17113p Employee Paychecks 51155 116.47 Interim Payroll-Rem,(4116113) Employee Paychecks 51156 100.00 Interim Payroll-Reissue AMA Ck(4116/13) Employee Paychecks 51IV- 51158 4,778.48 Interim Payroll-Terminations Reg.Hrs.(412D13) Employee Paychecks 51159. 51160 5,911.17 Interim Payroll-Retirements Payouts(4/22/13)" Employee Paychecks 51222- 51223 7,240.89 Interim Payroll-Resignations Reg.Has (4/25/13) Employee Paychecks 51224- 51225 3,796.22 Interim Payroll-Resignations Payouts(4/25/13) Employee Paychecks 51226- 51227 2,946.64 Interim Payroll-Retro(4130/13) Direct Deposit Statements 336987-3W6 1.397.163.88 Biwaekly Payroll(4117/13) Total Payroll Disbursements $ 1,510,742.96 •Glecknombers sl lse.enaa issare dcr psi ^ neak numbers 51161 51221 m vie son h NNre perl Wire Transfer Payments OCSD Payroll Taxes&Contributions $ 794,534.91 Biweekly Payroll(4117113) Union Bank of Cel0mum 18,748.71 WOrkers'Compensation Services(4/22/13p" Total Wire Transfer Payments $ 813,283.62 "Union Bank arse aompleand in poor palm torn puersed in wnent penal Total Claims PaId 411 But 3-4130/13 $ 7,674,024.35 EX lnl21e/nm Page 8 of 8 EXHIBIT B BOARD OF DIRECTORS Needng Dare I TOBd.Or Dir. — OS/z2/13 AGENDA REPORT em Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: GRIT AND SCREENINGS REMOVAL REBID, Specification No. S-2013-559BD-R GENERAL MANAGER'S RECOMMENDATION A. Award a Service Contract to American Integrated Services, Inc. for Grit and Screenings Removal Rebid, Specification No. S-2013-559BD-R, for a total amount not to exceed $755,935.00 for the period June 10, 2013 through June 30, 2014, with four one-year renewal options; and, B. Approve a contingency of$75,593.00 (10%). SUMMARY This service provides bins for the collection of grit and screening materials, the subsequent removal of the full bins, and final disposal of the material in permitted landfills. Grit and screening materials are continually collected as part of the preliminary treatment process at both plants. Purchasing/Contracts conducted a bid process based on the specifications developed by O&M staff. Bids closed May 1, 2013, and three firms responded. Results are shown in the Additional Information section. A new contract must be in place prior to the expiration of the existing contract ending on June 12, 2013. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION This contract was competitively bid with thirteen (13) prospective bidders with three (3) bid packages being received by OCSD. The companies that bid and their total bid amounts are listed below. Staff recommends American Integrated Services, Inc. be awarded the contract as the lowest responsive and responsible bidder. R.A.OW113 Page 1 BIDDER TOTAL COST 1. American Integrated Services, Inc. $ 755,935.00 2. Specialized Reuse and Recycling $ 789,825.00 3. Terra Renewal Services $ 803,805.00 CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This recommendation complies with authority levels of the OCSD Delegation of Authority. Date of Aooroval Contract Amount Continaencv 05/22/13 $755,935.00 $75,593.00(10%) ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: ( Draft Services Agreement (7 pages) ET:DH:MJ:ys R.A.0W1'3 Page 2 Return to Mende Report SERVICE CONTRACT Grit & Screenings and Drying Bed Material Removal Rebid Specification No. CS-2013-559BD-R THIS AGREEMENT is made and entered into as of the date fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Company Name with a principal business at address (hereinafter referred to as"Service Provider") collectively referred to as the"Parties". RECITALS WHEREAS, OCSD desires to retain the services Service Provider for Grit & Screenings and Drying Bed Material Removal "Services"; and I . WHEREAS, OCSD has chosen Service Provid to conduct Services in aAdn Purchasing Resolution No. OCSD07-04; and WHEREAS, on — the Board of Directors of OCSD, byer, authorized execu�i thidF s Contract between OCSD and SERVICE PROVIDER WHEREAS, Service Provider is qualified by virtue of experience, training, and education and expertise to accomplish such Services, 10 NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction k 1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and Service Provider. The Ter and Conditions herein exclusively govern the purchase of Services as described in the Slope of Work, attached hereto and incorporated herein by reference as Exhibit "� 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Exhibit"C' Exhibit"D" 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. Orange County Sanitation District 1 of 7 Specification No. S-2013-559BD-R DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "hours", when used in this Contract, shall be as defined in Exhibit 1.8 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.9 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Service Provider as a result of work performed in anticipation of purchases of said Services by OCSD. 2. Compensation Compensation for this pro' ct shall not exceed the total amount of and 00/00 Dollars ($�). . 3. Payments Payments shall be made up approval by OCSD Project Manager, or his designee, of invoices submitted for Services rendered as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 4. Invoices i*` 4.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Service Provider shall not pay less than the prevailing wage, if applicable. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Service Provider to OCSD at the following email address and the Purchase Order number shall be referenced in the subject line: APStaffe-OCSD.com. 5. Audit Riatits Service Provider agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Service Provider relating to the invoices submitted by Service Provider pursuant to this Contract. 6. Scope of Work Subje�to the terms of this Contract, Service Provider shall perform the Services identified in Exhibit "A" and Service Provider shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term 8.1 The Services provided under this Contract shall commence on the date identified in the Notice to Proceed and continue through _June 30, 2014? (Date of Completion). 8.2 Final Contract Term will end on the date when replacement service provider has completed mobilization as described in Section of Exhibit" " 9. Renewals 9.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year periods based upon the criteria set forth in the specifications, Exhibit "A", if mutually acceptable Orange County Sanitation District 2 of 7 Specification No. 5-2013-559BD-R DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Rom contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 Renewals may be made through the OCSD Purchase Order Process. 10. Termination 10.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Service Provider shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Service Provider for work performed (cost and fee) to the date of termination. Service Provider expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of,termination shall terminate this Contract and release OCSD from any further fee, cost for claim hereunder by Serv' Provider other than for work performed to the date of termination. 10.2 OCSD reserves the right to terminate this Contract immediately SO determination that Service Provider is not meeting specification requirer�t at o service is inadequate, or any other default of this Contract. 10.3 OCSD may also immedioy cancel for default of this Contract in whole or Y art by written notice to Service Pro ider: O if Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or O if Service Provider sells its business; or O if Service Provider breaches any of the terms of this Contract; or O if total amount of compensation exceeds the amount authorized under this Contract. 10.4 All OCSD property in the possession or control of Service Provider shall be returned by Service Provider to O S p�depiand, or at the termination of this Contract, whichever occurs firs 1p 4 11. Insurance Service Pro, er nd all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit " "). Service Provider shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 12.Indemnification and Hold Harmless Provision Service Provider agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Service Provider, its employees or agents, in relation to the rendition of services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Service Provider agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Service Provider. Orange County Sanitation District 3 of 7 Specification No. S-2013-559BD-R DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 13. Force Maieure Neither party shall be liable for delays caused by accident, Flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 14. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 15.Independent Service Provider It is agreed that Service Provider shall act and be an independent contractor and not an agent or employee of OCSD, and shall obtain no rights to any benefits which accrue to OCSD'S employees. 16. Limitations upon Subcontracting and Assignment Service Provider shall not delegate any duties nor assign any rights under this Contract without the prior written consent OCSD. Any such attempted delegation or assignment shall be void. 17. Licenses, Permits. Ordinances and Regulations Service Provider represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Service Provider. 18.Applicable Laws and Regulations Service Provider shall comply with all applicable federal, state, and local laws, rules, and regulations. Service Provider also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Service Provider's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 19. Familiarity with Work By executing this Contract, Service Provider warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Service Provider's risk, until written instructions are received from OCSD. 20. Public Contracts Law OCSD has been advised by the Slate of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract. Service Provider agrees that not less than said prevailing rates shall be paid to workers employed on this project as required by Labor Code Section 1774 of the State of California. 21. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 22. Dispute Resolution 22.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution Orange County Sanitation District 4 of 7 Specification No. S-2013-559BD-R DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Rom of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Contract, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 22.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall rendef a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 23. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Service Provider to whi7or OCSD does not object shall not operate as a waiver of OCSD'S rights to seek Ivailable to it for any subsequent breach. 24. Remedies In addition to other remedies available equity, if the Service Provider fails to make delivery of the goods or Services diales its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Service Provider. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Service Provider as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 25. Survival The provisions of this Contract dealing with Payment, Warranty, and Forum for Enforcement, shall survive termination or expiration of this Contract. 26. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 27. Disclosure Service Provider agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 28. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. Orange County Sanitation District 5 of 7 Specification No. S-2013-559BD-R DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 29. Damage to OCSD's Pros) Any of OCSD'S property damaged by Service Provider, any subcontractors or by the personnel of either will be subject to repair or replacement by Service Provider at no cost to OCSD. 30. Safety and Human Resources Policies Service Provider shall adhere to the Safety and Human Resources Policies in [Exhibit "B" hereto or htti)://www.orsewers.com/index.asl)x?page=38&parent=139531. 31.Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, 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. 32. South Coast Air Quality Management District's (SCAQMD) Requirements It is Service Provider's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 33. Regulatory Requirements Service Provider shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, and 261, Title 22, 23, and California Water Codes Division 2. WPOF 34. Read and Understood By signing this Contract, Service Provider represents that he has read and understood the terms and conditions of thW Contract. 35.Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 36. Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. V Orange County Sanitation District 6 of 7 Specification No. S-2013-559BD-R DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Rom 37. Notices All notices under this Contract must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Service Provider: Comp-14 . IN WITNESS a Parties hereto have hereunto s tSNICT ear indicated belo ORANGE COUN��A Dated: it Board of Directors Dated: Clerk of the Board Da By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 7 of 7 Specification No. 5-2013-559BD-R DRAFT CONTRACT-DO NOT SUBMIT BOARD OF DIRECTORS Needng Dare I TOBd.Or Dir. — OS/22/13 AGENDA REPORT ern Number Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Eros Yong SUBJECT: BALBOA TRUNK SEWER REHABILITATION, PROJECT NO. 547 GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to negotiate a Professional Consultant Services Agreement with AECOM Technical Services, Inc. for engineering support services during construction of Balboa Trunk Sewer Rehabilitation, Project No. 5-47. SUMMARY Balboa Trunk Sewer Rehabilitation, Project No. 5-47, will rehabilitate the existing Balboa Trunk Sewer along Newport and Balboa Boulevards between the A Street Pump Station and the Lido Pump Station in the City of Newport Beach. AECOM Technical Services has satisfactorily furnished engineering services for the design of Project No. 5-47, and is in the best position to provide construction support services to provide continuity through the completion of the project. The proposed engineering services during construction will include reviewing submittals, responding to Contractor's Requests for Information, reviewing and preparing design changes, preparing record drawings, and assisting in closeout of the project. This Professional Consultant Services Agreement will be presented to the Board of Directors for approval at a future meeting. Staff is requesting authorization to negotiate the agreement now so that contracted documents can be approved and in place prior to the award of a Construction Contract at a future meeting. PRIOR COMMITTEE/BOARD ACTIONS August 2008 — Approved a Professional Design Services Agreement with AECOM Technical Services, Inc. for providing engineering services for Balboa Trunk Sewer Rehabilitation, Project No. 5-47, for an amount not to exceed $796,404. ADDITIONAL INFORMATION None. Page 1 of 2 CEQA Balboa Trunk Sewer Rehabilitation, Project No. 5-47, is covered by the Collection System Program Environmental Impact Report (PEIR). An addendum to the PEIR has been prepared for Project No. 5-47 to evaluate the project's impacts to air quality and greenhouse gas emissions. It has been determined that this project does not have additional impacts to the environment beyond those identified in the earlier PER. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2012-13 Section 8, Page 8) and the budget is sufficient for the recommended action. EY:dm:gc Page 2 of 2 BOARD OF DIRECTORS Meeting Dare I TOBd.Of Dir. — OS/22/13 AGENDA REPORT em Number Item Number s Orange County Sanitation District FROM: James Herberg, General Manager Originator: Nick Arhontes, Director of Facilities Support Services SUBJECT: QUITCLAIM AND TRANSFER THE LOCAL SEWERS IN BALL ROAD, WALNUT STREET, KATELLA AVENUE, AND NINTH STREET TO THE CITY OF ANAHEIM. GENERAL MANAGER'S RECOMMENDATION Approve a Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Anaheim transferring ownership of 15,922 linear feet of local sewers in Ball Road, Walnut Street, Katella Avenue, and Ninth Street to the City at no cost to OCSD, in a form approved by General Counsel. SUMMARY OCSD owns and operates sewers in Ball Road, Walnut Street, Katella Avenue, and Ninth Street in the City of Anaheim which serve only a local purpose. The City expressed an interest in acquiring these sewers and performed a thorough due diligence process concluding that the sewers are in good condition. Ownership of these sewers which serve only a local purpose should be transferred to the City along with all associated property rights. PRIOR COMMITTEE/BOARD ACTIONS December 2009 - Five Year Strategic Plan, Business Principles Goal #7 Local Sewer Services - Implement the Board's four recommendations base on the findings of staff's revenue adequacy report. Continue to seek an asset transfer to other agencies. Also transfer other local assets back to cities that are not serving a true regional purpose. ADDITIONAL INFORMATION The City requested the transfer of the local sewers in Ball Road, Walnut Street, Katella Avenue, and Ninth Street. As part of their due diligence process, the City's engineering staff requested that OCSD provide CCTV videos, full-sized record drawings, and the hydraulic data and models for their review of these specific assets. Additionally, OCSD provided access to multiple manholes selected by City staff for physical inspection in each of the streets. The City has indicated that the sewers and appurtenances in Ball, Walnut, Katella, and Ninth appear in good condition. Subsequently, City staff requested a Quitclaim Deed to take to their Council for approval. Page 1 of 2 The assets to be transferred consist of 36 manholes and 36 separate sewer pipeline segments between manholes, comprising a total of 15,922 linear feet of gravity sewer pipes. The vitrified clay pipe (VCP) sewers range between 24 and 33 inches in diameter. This transfer agreement will free-up OCSD Facility Support Services and Engineering staff to focus more time and resources on the OCSD regional sewer system and will allow the local city to provide local services as supported by their local sewer fees. OCSD does not receive any local sewer service fees for the parcels served by these sewers. A prior transfer of 0.5 miles of local sewers was made to the city in December 2010. Transferring local assets to local service providers is an element of our Business Principles in OCSD's Strategic Plan. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS The following attachment(s) are included in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package and attachments: ( Quitclaim Sewer Transfer Agreement (5 pages) Page 2 of 2 Return to Aaenda Report RECORDING REQUESTED BY AND RETURN TO ORANGE COUNTY SANITATION DISTRICT P.O. Box 8127 Fountain Valley,California 92728 Attn: Clark of the Board (Space Above This Line for Recorder's Use) Exempt from recording fee—California Government Code Section 6103 QUITCLAIM DEED BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CD No. 11562 CITY OF ANAHEIM THIS QUITCLAIM DEED for the transfer of certain sewers and appurtenant facilities(hereafter, 'Quitclaim Deed') is made and entered into this day of _, 2013 by and between Orange County Sanitation District, a public corporation, ('Grants and the City of Anaheim, a municipal corporation("Grantee). Grantor is a regional operator of sewage collection facilities. Grantor also Incidentally owns certain local sewers including, but not limited to, the local sewers which are the subject of this Quitclaim Deed. This Quitclaim Deed shall document and memonal¢e a factual understanding of all of the facilities to be transferred to Grantee. Grantee operates a local sewage collection system within its jurisdiction. Grantee will maintain and operate the sewers which are the subject of this Quitclaim Deed as part of its local sewage collection system. NOW THEREFORE BE IT RESOLVED that the Grantor and Grantee agree as follows: 1, Grant of Sewer Pipelines Grantor does hereby grant, convey and transfer to Grantee all of its interest in all sewer lines and appurtenant sewer facilities covered by this Quitclaim Deed (collectively, 'Facilities') owned by Grantor,which Facilities are described and depicted in Exhibit'A" and shown visually in Exhibit 'B' , attached hereto. In the event of an apparent discrepancy between Exhibits'A and Exhibit'B', Exhibit'A' shall control. This Quitclaim Deed shall also convey any undedying right of way necessary to operate and maintain the Facilities in the City of Anaheim. 2, No Warranty of Title or Condition Grantor makes no warranty or representation of any kind regarding its title to the Facilities, the condition of the Facilities or the suitability of the Facilities for any purpose. Grantee has been granted an opportunity to fully inspect the Facilities and has done so. Grantee accepts the Facilities"as is'. 3. Assignment The benefits and burdens of this Quitclaim Deed shall be binding upon and inure to all successors-in-interests and assigns of the parties. nxele.i Return to Agnnrin Reoort 4. Amendment Any amendment of this Quitclaim Deed must be in writing, signed, and acknowledged by the Grantor and Grantee and duly recorded in the Official Records of the County Recorder of the County of Orange, State of California. 5. Entire Agreement This Quitclaim Deed (including any attached exhibits) contains the entire agreement between Grantor and Grantee regarding the subject matter of the Quitclaim Deed, including all representations and warranties between than . 8. Notices Notices relating to this Quitclaim Deed must be in writing and sent to the addresses set forth below. A party may change its address for notices by giving notice as required by this Section. A written notice will be considered given(i)when personally delivered,or(it) two business days after deposit in the United States Mail as first class mail, certified or registered, return receipt requested with postage prepaid, or(iii) one business day after deposit with a reputable overnight delivery service for next business day delivery, or (Iv) on the business day of successful transmission by electronic facsimile. The parties' addresses for notices are as follows: To Grantor: Orange County Sanitation District Attn: General Manager P.O.Box 8127 Fountain Valley,CA 92728-8127 To Grantee: City of Anaheim Attn: Public Works Director 200 South Anaheim Boulevard Anaheim,CA 92805-3820 8. Authority Each party warrants that the individuals who have signed this Quitclaim Deed on their behalf have the legal power, right and authority to make this agreement t and bind each respective party. IN WITNESS WHEREOF,this Quitclaim Deed has been executed by the parties hereto. ]Signatures on the following page.] ?M818.1 Return to Agenda Report CITY OF ANAHEIM By: Printed Name: Tom Tail Title: Mayor Dale: CITY OF ANAHEIM APPROVED AS TO FORM: By ANAHEIM CITYATTORNEY'S CE Printed Name: Linda N. Andal Title: City Clerk Date: ORANGE COUNTY SANITATION DISTRICT By: Printed Name: Troy Edgar Title: Chair of the Board of Directors Date: ORANGE COUNTY SANITATION DISTRICT By: Printed Name: Maria Ayala Title: Clerk of the Board Date: (SEWER TRANSFER AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF ANAHEIM] il4878.1 Return to Agwntln Rnm1H PROPOSED ASSET TRANSFER AXNIBIT "A" Ninth Street from NMella Avenue to Orangewood Avenue Segment Upstream MH Downstream MH Diameter Material Sla" Length(R) (in) 1 NHM145-0185 NHPD14S0180 24 VCP 0.004 16.00 2 NHP0145-D190 NHP0145�0175 24 VCP DON 170M 3 NHM145-0175 NHP014S0170 24 VCP (LON 206.00 4 NHM145-0170 NHP014S0165 24 VCP 0.004 565.00 5 NHP0145-0165 NHP0145-0160 24 VCP DON 544.00 6 NHP0145-DlW NHP014S0155 24 VCP 0.004 Slim T NHPD145-0155 NHP014S-0150 24 VCP 0.004 362.00 8 NHPU14S-0150 NHM145-0145s 24 VCP 0.004 238.00 TOTAL LENGTH= 2,657.64 getella Avenue hum Walnut Street to Eudid Street Segment Upstream MH Downstream MH Diameter Material Slope Length(N) (in) I NHP0145-0195 NHP0145.0290 22 VCP OAOI8 659.35 2 NHP0145.0190 NHP0145-0185 27 VCP OA038 662.34 3 NHP0145-OIM EUB0420-0030 27 VCP 0.0085 139.00 4 EUBM2D-0p30 E1.180420.0025 27 VCP 0.0085 415.20 5 EUB042D-OO25 EUM420-NN 27 VCP P 140.30 6 EUBW20-0020 EUB0420-MIS 22 VCP 0.00551 544.59 T EUB0420-0015 EUBM20-MlO 22 VCP 0.00551 99.50 8 EUR0420-MIO EU8042MOD5 22 VCP 0.00551 681.50 9 EUB0420-0005 EUB0420-D000- 22 VCP 0.0065 604.33 TOTAL LENGTH= 3,945.11 Walnut Sweet from Ball Road to Retell,Avenue Segment Upstream MH Downstream MH Diameter Material Slope Length(R) 1 NHP0145-0270 NHPO145-0265 24 VCP 0.0053 42.72 2 NHP0145-0265 NHP0145-0260 24 VCP 0.00144 32.00 3 NHP0145-0260 NHPO145-0255 24 VCP 0.00144 350.00 4 NHP0145-0255 NHM145-0250 24 VCP 0.00148 260.00 5 NHP0145-0250 NHM145-0245 24 VCP DD0148 302.00 6 NHP0145-0245 NHP0145.0240 24 VCP 0.00148 572.5D T NHP0145-0240 NHM145-0235 24 VCP 0.00148 460.50 8 NHPO145-0235 NHP0145-0230 24 VCp DDO148 134.50 9 NHP0145-0230 NHP0145-0225 24 VCP 0.0014E 6DO.00 10 NHM145-0225 NHP0145-0220 2] VCp 0.0014 595.00 11 NHM145-0220 NHP6145-0215 27 VCP 0.0014 179.05 12 NHM145.0215 NHP014S0210 22 VCP 0.0014 416.95 13 NHM145-D230 NHPD345-0205 2T VCP 0.0014 595.D0 14 NHPo14S-D205 NHPD14S0200 27 VCP OA014 514.00 15 NHPO1454200 NHP0145-0195 27 VCP 0.0014 340.62 TOTAL LENGTH= 5,393A4 Ball Road from Walnut Street to Eudid Street Segment Upstream MN Downstream MN Diameter(in) National Slope Length(N) 1 NHM145-0270 EUB048-0D35 33 VCP DOD515 374.04 2 EUB005-0035 EUB0475-0030 33 VCP D.00515 466.54 3 EUB0075-0030 EUB0475-0025 33 VCP DO0515 396.60 4 EUS0475-0025 EUBO475-0020 33 VCP OA025 612.58 5 EUB0475-0020 EUB04754D15 33 VCP 0.0026 502.42 6 EUBO47S0015 EUB0475-OD10 33 VCP OOD26 6D3.08 T EU90475-0010 EUB0475-0005 33 VCP 0.00252 S94.00 8 EUBO475-0005 EUB06754000" 33 VCP 0 W252 291.58 TOTAL LENGTH= 3,92S.84 "=Manholes retained by Orange County Sanitation District as a regional sewer facility. Return in Agnntlz Retort O FUF.041L,QpNi EUB0475-0005 EU804I5-0035 U' b-f BALL \ / ED9a]s-DD1D Eu9o4]s-oD2D To NHP014S-D2]0 /NHP0145-0265 lr EUB0475-0015 EUB0475.0030 NHP0145-0260 Z O EUB0475-0025 O NHP0145.0255 8 NHP0145.0250 NHP014S-0245 a 0 NHPo145-0240 0 NHP0145-0235 0 NHP0145-0230 \��• 00 Ub �- CERRITOS NHP0145-0225 cFor O B NHP0145-0220 O NHP0145-0215 O NHM145-0210 0 O NHM145-0205 0 B EU60420-0025 EUB0444030 14111`0145.0200 E1190930-00DO EU130420-0021) 1 / NHP0145-01a5 ANAAE/M EUB0420-0005 NHP0195-0180 •-.--_••^••_--w•-^••F••••.•- , / NHP0145.0195 KATELU GARDEN GROVE \ EUS0420-0015 NHPD14$4H 5 NHP0145-01M EUB042o-0010 0 NHP0145-0170 0 NHP0145-0165 ............. I NHP01454160 o.........-...............J NHP0146.0155 0 ..............^.........y.re N HP0145-015U 0 Manhole Proposed for Transfer O OCSD Manhole to be Retained —4— Sewer Proposed for Transfer ORANGEWOOD NHP0145ff45 d •-��^•••�••-^--•• OCSD Sewer to be Retained �•• Orange County Sanitation District Proposed Sewer Transfers in the City of Anaheim .r lk-P.—d .........e... .->.,.e o uo soo 1.000 .F�.....en�.a�Mam^eoo ariM:.m".�m oo�a�eae..-d,;. Feat s.....zsocu m.nmm..ao�o. e..e:.,aana EXHIBIT "B" BOARD OF DIRECTORS meeting Date I TOBd.Or Dlr. — OS/22/13 AGENDA REPORT Item Item Number — 6 Orange County Sanitation District FROM: Jim Herberg, General Manager Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: EXTEND STATED EFFECTIVE PERIOD OF LOCAL SANITARY SEWER SERVICE CHARGES AND AUTHORIZE SUCH CHARGES TO BE COLLECTED ON THE COUNTY TAX ROLL GENERAL MANAGER'S RECOMMENDATION A. Open hearing for proposed extension of local sewer service charges under Health and Safety Code section 5473.1 for collection of charges on the tax roll. B. Receive public comment. C. Close hearing. D. Motion to read Ordinance No. OCSD-43 by title only and waive reading of said entire Ordinance on May 22, 2013. C. Adopt 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 Loral Sanitary Sewer Service Charges And Revised Table B Property Use Classifications. D. Adopt Resolution No. OCSD 13-07, A Resolution of the Board of Directors Directing the County Tax Collector-Treasurer to include Local Sanitary Sewer Service Charges on the Tax Roll for Fiscal Year 2013-2014, and for Each Fiscal Year Thereafter Unless Otherwise Amended by the Board. SUMMARY While 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, the Sanitation District still maintains 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. 927083.1 On June 25, 2008, the Board of Directors adopted Ordinance No. OCSD-38 establishing local sanitary sewer service charges for customers receiving local sanitary sewer service in former Revenue Area 7 in order to allow the Sanitation District to recover the reasonable costs to provide local sanitary sewer service to individual properties within former Revenue Area 7. The local sanitary sewer service charges are only imposed on properties receiving local sanitary sewer services from the Sanitation District within former Revenue Area 7. The revenues generated from the local sanitary sewer service charges are used for (i) the acquisition, construction, reconstruction, maintenance, and operation of the local sanitary 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 reserves. At the December 2012 Operations and Administration Committee meetings and the December 2012 Board meeting, staff presented a proposed financing plan in support of the Sanitation District's operations. The financing plan addressed the Sanitation District's operating and capital programs for the period covering FY 2013-14 through FY 2020-21. At the January 2013 Board meeting, staff presented the Wastewater Revenue and Rate Study prepared by Carollo Engineering, which independently found that staffs recommendation to increase the local sanitary sewer service charges were reasonable based on an evaluation of the District's revenue needs, projected reserve balances and user rate structure. However, staff is recommending that the local sanitary sewer service charges not be increased at this time. Rather, staff recommends that the Board take action to extend the effective period of the existing local sanitary sewer service charges. Ordinance No. OCSD-38 sets forth a multi-year schedule of fees that ends fiscal year 2012-2013. Without action by the Board to extend the existing fee, there will be no authority of the District to continue charging a fee beyond fiscal year 2012-2013. On April 24, 2013, the Board considered extending the stated effective period for the local sanitary sewer service charges and introduced 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. The Board also set a hearing for May 22, 2013. The existing local sewer service charges for residential users for fiscal year 2012-2013 are $216.00 for a single family residential unit and $151.20 for a multi-family residential unit. The proposed amendment to Ordinance No. OCSD-38 proposes to extend the existing fees, which shall remain in effect for each fiscal year thereafter unless otherwise amended by the Board of Directors. The proposed ordinance also revises the property use classifications identified in Table B. 2 of4 ADDITIONAL INFORMATION The Board of Directors last adopted a five-year rate plan in 2008 to cover the costs of service to operate and maintain the local sanitary sewer system facilities. The Sanitation District expects to continue and/or improve its level of service and meet demands on its wastewater system. The Sanitation District will focus on rehabilitation and refurbishment efforts, the general maintenance of assets and ongoing operations. Based on an analysis of the cost-of-service for existing users and an allocation of the costs of the Sanitation District's local sanitary sewer services to each class or customer in proportion to the demands they place on the system, staff is recommending that the Board not increase rates at this time, but rather, extend the effective period of the existing local sanitary sewer service charges. Sewer service charges are the primary revenue source of the Sanitation District, and such charges have been adjusted in previous years to generate sufficient cash flow for additional capital improvements and debt-service obligations. The revenues derived from extending the effective period of the local sanitary sewer service charges will be used to cover the cost of providing and maintaining local sanitary sewer service to existing properties, and the existing charges represents a balanced approach that implements a strategy of no additional debt issuances, prudent reduction of reserves and achieving various operational efficiencies. The revenues derived from the extension of the existing local sanitary sewer service fees do not exceed the funds required to provide local sewer services to existing properties using the Sanitation District's wastewater system in former Revenue Area 7, and the amount of the charge based upon the type of use of each parcel does not exceed the proportional cost of the service attributable to the parcel. In addition to sewer service charges, and other proposed user rate adjustments, existing reserves will be reduced and other cost saving measures will be implemented. Without the use of existing reserves and other cost saving measures, rate increases would have been required. Collection of Charges on the Tax Roll Section 5473 of the California Health and Safety Code provides that sanitary sewer service charges may be collected as a separate line item on the annual property tax roll. The District has utilized this method of fee collection since the inception of these local sewer service fees. The two principal benefits of this collection method are that the District does not need to develop or fund a utility billing division, and that failure to pay these fees results in a lien against the property, so all fees are ultimately received. The Health and Safety Code requires a new Resolution from the District directing the County Tax Collector to collect these fees on the tax roll. 3 of4 The County Tax Collector-Treasurer charges OCSD for an administration fee, which includes a copy of the database, updates, and for minor programming. The County Auditor charges OCSD, via deduction from fees collected, for the actual collection expenses. Schedule for Implementing Local Sanitary Sewer Service Fee Increase 151 Reading of Fee Ordinance April 24, 2013 Notice of Hearing 1st Publication May 6, 2013 Notice of Hearing 2"' Publication May 13, 2013 2n' Reading, Hearing, & Adoption of Fee Ordinance May 22, 2013 Ordinance is effective in 30 days, or in the new fiscal year July 1, 2013 Fees per parcel due to County Auditor-Controller August 12, 2013 ATTACHMENTS The following attachment(s) may be viewed on-line at the OOSD website (www.ocsd.com) with the complete agenda package and attachments: ( Proposed 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. (11 pages) ( Proposed Resolution No. OCSD 13-07, A Resolution of the Board of Directors Directing the County Tax Collector-Treasurer to include Local Sanitary Sewer Service Charges on the Tax Roll for Fiscal Year 2013-2014, and for Each Fiscal Year Thereafter Unless Otherwise Amended by the Board. (3 pages) 4 of4 Return to Mende Report 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 WHEREAS, The former County Sanitation Districts Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14 of Orange County, California (the "Predecessor Districts"), were nine individual County Sanitation Districts, organized as separate "Revenue Areas" representing distinct geographic regions pursuant to the County Sanitation District Act (California Health & Safety Code Section 4700 et seq.). Revenue Area 7 included unincorporated areas of Orange County and a portion of the City of Tustin; and WHEREAS, By action of the Board of Directors of the Predecessor Districts, pursuant to specific legislation enacted by the California State Legislature in 1996, an application was submitted to the Orange County Local Agency Formation Commission to legally consolidate the nine Predecessor Districts into one single Sanitation District for all purposes. The application was approved, with an effective date of July 1, 1998; and WHEREAS, As of July 1, 1998, the Predecessor Districts ceased to exist, and one single consolidated County Sanitation District, known as the Orange County Sanitation District ("District"), came into existence in place of the Predecessor Districts. The District was formed to carry on the functions of the Predecessor Districts; and WHEREAS, The core function of the District is to operate a regional network of trunk sewers that delivers wastewater generated within its jurisdiction to the District's treatment and disposal facilities; and WHEREAS, the District charges an annual regional sewer service charge to its customers; and WHEREAS, The District has maintained the local sewers of approximately 18,000 parcels located in former Revenue Area 7; and 921727.1 Return b Mende Report WHEREAS, The District, as part of its maintenance and updating of its Master Plan, undertook a comprehensive evaluation and study of its operational and financial needs for the next 20 years, including: a detailed assessment of all types and categories of users; the demands on the system and capacity needs of the system to provide necessary service to the multiple categories of users; the total costs of the existing and future facilities in the system; and alternate methodologies for establishing fair and equitable charges to connect to and gain access to the system. These comprehensive planning, engineering, and financial studies led to the development of an updated Comprehensive 20-year Master Plan of Capital Facilities, entitled "1999 Strategic Plan" ("Master Plan"); and WHEREAS, The Master Plan, setting forth and identifying the required future development of District Facilities, including financial projections for providing sewer service to all properties within the District's service area, was approved and adopted by the Board of Directors on October 27, 1999 by OCSD Resolution No. 99-21, with updates adopted in 2002 and 2006, following a noticed public hearing, and in compliance with the provisions of the California Constitution and all other applicable laws; and WHEREAS, Pursuant to Health and Safety Code section 5471, the Board of Directors is authorized to prescribe, revise and collect fees, tolls, rates, rentals or other charges for services and facilities furnished by the District in connection with its sewerage system; and WHEREAS, On June 25, 2008, the Board of Directors of the District adopted Ordinance No. OCSD-38, establishing local sanitary sewer service charges for customers receiving local sanitary sewer service in former Revenue Area 7 in order to allow the District to recover the reasonable costs to provide local sanitary sewer service to individual properties within former Revenue Area 7; and WHEREAS, the stated effective period of the local sanitary sewer service charges will expire at the end of fiscal year 2012-2013; and WHEREAS, On January 23, 2013, the Board of Directors was presented with and has reviewed the District's Wastewater Revenue and Rate Study dated January 2013 prepared by Carollo Engineers, on file with the District, which independently found that increases in the local sanitary sewer service charges are appropriate and reasonable based on an evaluation of the District's revenue needs, projected reserve balances and user rate structure; and WHEREAS, The District has decided not to increase local sanitary sewer service charges at this time; however, for purposes of ensuring that the District has sufficient revenues and reserves to meet the District's obligations and operations of the local sewer facilities in former Revenue Area 7, it is the intent, by the adoption of this Ordinance, to extend the stated effective period of the 921727.1 Return to Mende Report fiscal year 2012-2013 local sanitary sewer service charges identified in Table A of Ordinance No. OCSD-38 and to update the property use classifications identified in Table B; and WHEREAS, Section 21080(b)(8) of the Public Resources Code states that "the establishment, modification, structuring, or approval of rates, tolls, fares, or other charges by public agencies which the public agency finds are for the purpose of (A) meeting operating expenses, including employee wage rates and fringe benefits, (B) purchasing or leasing supplies, equipment, or materials, (C) meeting financial reserve needs and requirements, (D) obtaining funds for capital projects necessary to maintain service within existing service areas, or (E) obtaining funds necessary to maintain those intracity transfers as are authorized by city charter" is not subject to CEQA; and WHEREAS, Section 15273(a) of the California Code of Regulations states that "CEQA does not apply to the establishment, modification, structuring, restructuring, or approval of rates, tolls, fares, or other charges by public agencies which the public agency finds are for the purpose of: (1) Meeting operating expenses, including employee wage rates and fringe benefits, (2) Purchasing or leasing supplies equipment, or materials, (3) Meeting financial reserve needs and requirements, (4) Obtaining funds for capital projects, necessary to maintain service within existing service areas, or (5) Obtaining funds necessary to maintain such intra-city transfers as are authorized by city charter'; and WHEREAS, pursuant to Health and Safety Code sections 4766 and 5473, the Board of Directors is authorized to elect to have the proposed local sanitary sewer service charges collected on the tax roll in the same manner, by the same persons, and at the same time as, together with and not separately from, its general taxes; and WHEREAS, pursuant to Health and Safety Code section 5473.1, on May 6, 2013, and again on May 13, 2013, Notice of the Public Hearing regarding the proposed local sanitary sewer service charges and the election to have such charges collected on the tax role, which included the date, time and location of the hearing, was published in The Orange County Register, a newspaper of general circulation within the District published in the county where the District is located; and WHEREAS, on Wednesday, May 22, 2013 at 6:30 P.M., in the District's Boardroom on the first floor of its Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, the District held a properly noticed public hearing in order to receive and consider comments, including objections, concerning the proposed extension of the stated effective period of the local sanitary sewer service charges and the election to have such charges collected on the tax roll; and 921727.1 Return to Mende Report WHEREAS, the Board of Directors has carefully reviewed the Wastewater Revenue and Rate Study dated January 2013, and has considered the public and Board comments, and the oral and written presentation by the District's staff and consultants made at the May 22, 2013 public hearing, as well as any written public comments. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District does hereby ORDAIN: Section I. Findings. Based upon substantial evidence presented to the Board of Directors, the Board of Directors of District hereby adopts the following Findings supporting the extension of the existing fees adopted pursuant to this Ordinance. The Board of Directors hereby finds: A. That the extension of the effective period of the local sanitary sewer service charges as identified in Table A herein is appropriate and ensures adequate revenues to finance the acquisition, construction, reconstruction, maintenance, and operation of the local sewer system facilities of the District, and to retire any necessary or prudent debt incurred to finance such improvements in a reasonable manner and over a reasonable period of time. B. That the revenues derived under the provisions of this Ordinance will be used for (i) the acquisition, construction, reconstruction, maintenance, and operation of the local sanitary sewer system facilities of the District, (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 reserves. C. That the local sanitary sewer service charges established by this Ordinance are reasonably related to, and do not exceed the funds required to provide the property-related sewer services, and shall herein be levied on each parcel to allow the District to recover the reasonable costs to provide a service to individual properties which have been improved for different types of uses. D. That the basis for the respective charge is not based on potential or future use, but rather, is based upon the request of the owner of property or a structure thereon, for the benefit of him/her/itself, or the occupants of the property, to receive a service for actual use, consumption, and disposal of water to the District's system in lieu of disposal by other means. E. That the revenues derived from the local sanitary sewer service charges shall not be used for any purpose other than that for which the charge is imposed. 921727.1 Return to Mende Report F. That the local sanitary sewer service charges established by this Ordinance are not imposed as a condition of approval of a development project, as defined in California Government Code Section 66001, and do not exceed the proportional cost of the sewer service attributable to the parcel for which the fee is levied, as provided in California Constitution Article XIIID, Section 6(b). G. That the local sanitary sewer service charges established herein are an extension of existing fees, and are not a new or increased fee or charge. Therefore, the procedural requirements of Califomia Constitution Article XIIID, section 6(a) do not apply. H. That the local sanitary sewer service charges adopted herein will not result in an expansion of facilities to provide for growth within or outside the existing service area. The adoption of these local sanitary sewer service charges will not result in any specific project, nor result in a direct physical change in the environment. I. That the Board of Directors is adopting the local sanitary sewer service charges herein to (i) meet operating expenses, (ii) purchase or lease supplies, equipment, or materials, (iii) meet financial reserve needs and requirements, and (iv) obtain funds for capital projects necessary to maintain service within former Revenue Area 7. Therefore, the Board finds and determines, based upon substantial evidence, that the establishment of the local sanitary sewer service charges are statutorily exempt from CEQA, pursuant to Section 21080(b)(8) of the Public Resources Code and Section 15273(a) of the California Code of Regulations. J. That all fees and charges established herein have been approved by the District's Board of Directors at a noticed public meeting, all in accordance with applicable provisions of law. Section II. Amendments. A. Section 2.02 of Ordinance No. OCSD-38 is hereby deleted, effective June 30, 2013, in its entirety and replaced, effective July 1, 2013, with the following: "Section 2.02. Annual Local Sewer Service Charge. Commencing with the effective date of this Ordinance, the owner of each parcel of real property located within the local sewer service area operated and maintained by the District which is improved with structures designed for residential, commercial, or industrial use and which, at the request of the owner or the owner's predecessor-in-interest, is connected to 921727.1 Return b Mende Report the District's system, shall pay an annual Local Sewer Service Charge based on the respective class of users, in the sum or sums, as set forth in Tables A and B of this Ordinance, below. The annual Local Sewer Service Charges for residential users are set forth in Table A. The last Local Sewer Service Charge identified for fiscal year 2012-13 in Table A shall be extended and shall remain in effect for each fiscal year thereafter unless otherwise amended by the Board of Directors The applicable single family residential rate shown in Table A is multiplied by the applicable percentage figure shown on Table B with respect to the particular use classification to arrive at the annual Local Sewer Service Charge rate per 1,000 square feet for the commercial or industrial user. The annual Local Sewer Service Charges for commercial or industrial users are dependent upon the respective classifications of property use, determined by reference to Table B." B. Table A of Ordinance No. OCSD-38 is hereby deleted, effective June 30, 2013, in its entirety and replaced, effective July 1, 2013, with the following: "TABLE A ANNUAL LOCAL SEWER SERVICE CHARGES RESIDENTIAL USERS YEAR 2008-09 2009-10 2010-11 2011-12 2012-13** SFR* $199.00 $204.00 $208.00 $212.00 $216.00 MFR $139.30 $142.80 $145.60 $148.40 $151.20 SFR = SINGLE FAMILY RESIDENTIAL MFR = MULTI FAMILY RESIDENTIAL * The SFR fee is the minimum local sewer service charge any user must pay. ** The charges identified for 2012-13 shall continue and remain in effect for each fiscal year thereafter unless otherwise amended by the Board of Directors." C. Table B of Ordinance No. OCSD-38 is hereby deleted, effective June 30, 2013, in its entirety and replaced, effective July 1, 2013, with the following: 921727.1 Return to Mende Report TABLE B ANNUAL LOCAL SEWER SERVICE CHARGES PROPERTY USE CLASSIFICATIONS Percentage of SFR Assessor Use Code Description Per 1.000 SF or Unit 1 VACANT LAND PARCEL 0% 5 COMMON AREA PARCEL 0% 6 "HOLD" PARCEL 0% 8 EQUIV TO VACANT 0% 121 PARCEL OF MINIMAL OR NO VALUE 0% 122 SUBSURFACE PARCELS 0% 124 OILIMINERAL RIGHTS 0% 125 MINERAL RIGHTS EQUIPMENT 0% 126 VACANT COMMON AREA-IMP ALLOC 0% 201 HOME OWNERS EXEMPTION ADD'N 0% 666 UNASSIGNED VACANT 0% 777 SEPTIC TANK PROPERTY 0% 112 STEEL BUILDING 5% 113 MINI-WAREHOUSE 5% 58 NURSERIES (PLANTS) 9% 100 DRIVE-IN THEATER 9% 110 WAREHOUSE- SINGLE TENANT 11% 111 WAREHOUSE- MULTI TENANT 11% 115 RECREATIONAL VEHICLE STORAGE 11% 116 TRUCKTERMINAL 11% 44 LUMBERICONSTR MATL YARD 18% 71 PARKING GARAGE 18% 72 PAVED PARKING LOT 18% 33 CHURCH BUILDINGS 20% 94 DEPARTMENT STORE 22% 95 DISCOUNT STORE 22% 96 UNATTACHED SINGLE STORE 22% 97 STRIP STORE 22% 74 RECREATION VEHICLE PARK 23% 225 UNITED STATES POST OFFICE 28% 107 LIGHT INDUSTRIAL- SINGLE TENANT 30% 108 LIGHT INDUSTRIAL- MULTI TENANT 30% 109 RESEARCH AND DEVELOPMENT 30% 114 INDUSTRIAL PARK 30% 921727.1 Return b Aaenda Report 40 HEALTH CLUB 33% 88 LOW DEMAND CENTER 36% 36 FINANCIAL BUILDINGS 39% 68 HIGH RISE OFFICE 39% 21 AUTOMOBILE DEALERSHIP 39% 22 AUTO REPAIR SHOP 39% 23 AUTOMOTIVE SERVICE 39% 24 USED CAR LOT 39% 39 GOLF COURSE 39% 57 MOTORCYCLE/SMALL VEHICLE BLDG 39% 83 AUTOMOTIVE SERVICE STATION 39% 84 MARINE SERVICE STATION 39% 86 COMBIN:SERVICE STN/CONVIENCE MKT 39% 65 SINGLE OFFICE BLDGS TO 3 STORIES 40% 66 SMALL OFFICE CENTER 40% 67 OFFICE COMPLEX 40% 69 CONVERTED RESIDENCE TO OFFICE 40% 85 COMBIN: SERV STN/RESTAURANT 42% 48 CONVENIENCE MARKET 44% 37 FRATERNAL BUILDINGS 49% 101 UNATTACHED THEATER 49% 7 MOBILEHOME 50% 55 MOBILE HOME PARK 52% 26 AIRPORT AND RELATED 56% 45 MARINAS 56% 32 CEMETERY& RELATED 56% 38 FUNERAL HOME 56% 3 TWO OR MORE SFR 70% 10 DUPLEX ONLY 70% 11 TRIPLEX ONLY 70% 12 04-UNITS ONLY 70% 13 5 TO 16 UNITS 70% 14 17 TO 25 UNITS 70% 15 26-40 UNITS ONLY 70% 16 41-99 UNITS ONLY 70% 17 100 OR MORE UNITS 70% 18 A MIX OF FORMS 70% 19 SFR WITH 1 OR 2 RENTALS 71% 4 MISC IMPROVEMENT 71% 28 BOWLING ALLEYS 71% 92 SKATING RINKS 71% 118 GOVERNMENTAL USE 79% 81 PRE-SCHOOLS, NURSERY OR CARE 80% 82 PRIVATE SCHOOLS 80% 98 STORE WITH OFFICES OR LIV QTR 80% 92t927.t Return b Aaenda Report 99 STORE W/OFFICE UPSTAIRS 80% 47 SUPERMARKET 84% 89 AVERAGE DEMAND CENTER 92% 34 DORMITORY 99% 61 CONVALESCENT HOSPITALS 99% 42 HOSPITAL 100% 2 ONE RESIDENCE 100% 103 CHEMICAL TANK AND BULK STORAGE 100% 104 FOOD PROCESSING PLANT 100% 105 COLD STORAGE PLANT 100% 106 FACTORY 100% 119 PUBLIC UTILITY 100% 120 WATER MUTUAL OR COMPANY 100% 888 CONVERSION-COMPOSITE PROP 100% 60 NURSING HOME 103% 62 CONVERTED RES USED AS NURSING 103% 63 LOW RISE RETIREMENT BUILDING 108% 64 HIGH RISE RETIREMENT BUILDING 108% 43 HOTEUMOTEL 109% 56 HOTEUMOTEL 109% 50 SINGLE MEDICAL BLDGS TO 3 STORIES 118% 51 SMALL MEDICAL CENTER 118% 52 MEDICAL CENTER COMPLEX 118% 53 HIGH RISE MEDICAL 118% 54 CONVERTED RESIDENCE TO MEDICAL 118% 20 AMUSEMENT PARKS 138% 35 ENTERTAINMENT CENTER 138% 73 RECREATION 138% 224 NIGHTCLUB 146% 90 HIGH DEMAND CENTER 149% 76 RESTAURANT— LOW DEMAND 212% 30 COIN OPERATED CAR WASH 252% 77 RESTAURANT- COFFEE SHOP 424% 78 RESTAURANT - DINNER HOUSE 424% 79 RESTAURANT - CONVERSION FROM SFR 424% 29 CONVENTIONAL CAR WASH 1425% 223 LAUNDROMAT 1563% NOTE: Multiply the Table A Single Family Residential Rate by the percentage figure above in order to determine the rate per 1,000 square feet for the commercial or industrial user." Section III. Collection of Fees. A. Pursuant to the authority granted by California Health & Safety Code Section 5473, and except as otherwise provided in Subparagraph B below, all local sewer service charges established herein shall be collected on ninzt Return b Mende Report the County Tax Roll in the same manner, by the same persons, and at the same time as, together with, and not separately from, its general taxes. The County Tax Collector is authorized and hereby ordered to make said collections in accordance with the terms and conditions of agreements between the County of Orange and the District. B. In the event District determines that, due to billing or payment error, or to inequity in the amount billed, a property owner has underpaid annual Local Sewer Service Charges payable to District, District, within four (4) years after the date of mailing of the tax bill, may: (1) collect the amount of any deficiency directly on the County Tax Roll; (2) off-set the amount of any deficiency against any amounts that District determines is owing, by District, to the property owner, as a rebate or refund under this Ordinance; or (3) submit, directly to the property owner, a bill for the amount of any deficiency, which shall be due and payable within thirty (30) days of the invoice date and which, if not paid, shall become a lien on said property. Section IV. Effect of Amendment. Except as expressly amended in Section II herein and to the extent they have been expressly superseded herein, no other amendments, changes, or modifications are being made to the remaining portions of Ordinance No. OCSD-38. The remaining findings and provisions set forth in Ordinance No. OCSD-38, or portions thereof, not superseded herein shall continue in full force and effect. Section V. Severability. If any provision of this Ordinance, or the application to any person or circumstances is held invalid by order of Court, the remainder of the Ordinance, or the application of such provision to other persons or other circumstances, shall not be affected. Section VI. Effective Date. This Ordinance shall take effect July 1, 2013. Section VII. Certification and Publication. The Clerk of the Board shall certify to the adoption of this Ordinance, and shall cause a summary to be published in a newspaper of general circulation as required by law. 921727.1 Return to Mende Report PASSED AND ADOPTED by a vote of not less than twothirds of the Board of Directors of the Orange County Sanitation District at a Regular Meeting held May 22, 2013. TROY EDGAR, CHAIR, BOARD OF DIRECTORS ORANGE COUNTY SANITATION DISTRICT ATTEST: MARIA AYALA CLERK OF THE BOARD ORANGE COUNTY SANITATION DISTRICT BRADLEY R. HOGIN GENERAL COUNSEL 921727.1 Return to Mende Report RESOLUTION NO. OCSD 13-07 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 2013-2014, 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. OCSD43 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. 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. OCSD43 comply with the provisions of Article XIIID, in that they do not exceed the cost to the District to provide the local service and facilities. F. The District provided notice as required by Health and Safety Code section 5473.1, and held a public hearing on May 22, 2013, at which time the 9270%.l 1 Return b Mende Report Board received and considered all comments and protests related to the collection of the fees on the tax roll. 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 2013-2014, 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 2013-14, and for each fiscal year thereafter. SFR $216.00 MFR $151.20 SFR = Single Family Residential MFR = Multi-Family Residential Section 2: That pursuant to California Health & Safety Code Section 5473, the Board hereby elects and directs the County Tax 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 2013-2014, and for each fiscal year thereafter unless otherwise amended by the Board. Section 3: That pursuant to California Health & 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. OCSD43, are changed by the Board. 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. 13-07 are hereby superseded. 9270".1 2 Return b Mende Report 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 held May 22, 2013. Troy Edgar Chair, Orange County Sanitation District ATTEST: Maria Ayala Clerk of the Board 927090.1 3 OPERATIONS COMMITTEE Needng Dare TOBd.Or W. 05/01/13 OS/22/13 AGENDA REPORT Item Item Number 2 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Terry Krie, Senior Construction Inspector Supervisor SUBJECT: CORROSION TESTING SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the Professional Services Agreements with V&A Consulting Engineers, Inc., and CSI Services, Inc., providing for on-call Coatings Inspection, Corrosion Testing, and Confined-Space Entry Services for Collection System and Treatment Plant Projects, extending the contract period from July 1, 2013 to August 31, 2013. SUMMARY The Orange County Sanitation District (Sanitation District) uses outside Consultants for coatings inspection, corrosion testing, and confined space entry services in support of Capital Improvement and Maintenance Projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. These Consultants are utilized in inspection and root cause analysis for areas showing corrosion, inspection of newly coated structures and mechanical systems, and provide their own access to confined space areas. These corrosion Consultants are responsible for taking samples, performing material testing/analysis, and performing other related tasks as directed by staff. The existing agreement with V&A Consulting Engineers, Inc. and CSI Services, Inc. is scheduled to expire on June 30, 2013. To effectively maintain a smooth bid process, as well as maintaining material testing and geotechnical investigation services, staff recommends an extension of the agreement to August 31, 2013 to ensure an ample amount of time is allowed to update the technical and evaluation requirements, and send out Requests for Proposals for new professional services agreements. This time extension will be made at no change to the cost of the existing agreements. This is an extension of time only without an increase to the contract amount. Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS May 2010 — Board of Directors approved a three-year Professional Services Agreement with V&A Consulting Engineers, Inc. and CSI Services, Inc. providing for on-call Coatings Inspection, Corrosion Testing, and Confined-Space Entry Services for Collection System and Treatment Plant Projects, in an amount not to exceed $400,000. ADDITIONAL INFORMATION There are sufficient funds in the individual project budgets that require these services, but the current agreement expires on June 30, 2013. This amendment will extend the agreement through August 31, 2013, with no charge to the cost of the agreement. Sanitation District 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. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This Professional Services Agreement complies with authority levels of the Sanitation District's Delegation of Authority and the budget is sufficient for this recommended action. These funds are included in the individual project budgets that require these services. NK:TC:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Meeth,Dale TOBd 011Di,. 0 101113 OS/22/13 AGENDA REPORT Item Number Item Number 3 30 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Terry Krie, Senior Construction Inspector Supervisor SUBJECT: GEOTECHNICAL TESTING SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the Professional Services Agreements with Ninyo & Moore, and Converse Consultants, providing for on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant Projects, extending the contract period from July 1, 2013 to August 31, 2013. SUMMARY The Orange County Sanitation District (Sanitation District) uses outside Consultants for material testing and geotechnical investigation services in support of Capital Improvement and Maintenance Projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. The Scope of Work includes taking samples, laboratory and field, material testing, geotechnical testing, and analysis. The existing agreement with Ninyo & Moore and Converse Consultants is scheduled to expire on June 30, 2013. To effectively maintain a smooth bid process, as well as maintaining material testing and geotechnical investigation services, staff recommends an extension of the agreement to August 31, 2013 to ensure an ample amount of time is allowed to update the technical and evaluation requirements, and send out the Requests for Proposals for new professional services agreements. This time extension will be made at no change to the cost of the existing agreements. This is an extension of time only without an increase to the contract amount. PRIOR COMMITTEE/BOARD ACTIONS May 2010 — Board of Directors approved a three-year Professional Services Agreement with Ninyo & Moore and Converse Consultants, providing for on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant Projects, in an amount not to exceed $300,000. 1 of 2 ADDITIONAL INFORMATION There are sufficient funds in the individual project budgets that require these services, but the current agreement expires on June 30, 2013. This amendment will extend the agreement through August 31, 2013, with no change to the cost of the agreement. Sanitation District 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. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This Professional Services Agreement complies with authority levels of the Sanitation District's Delegation of Authority and the budget is sufficient for the recommended action. These funds are included in the individual project budgets that require these services. NK:TC:dm:gc 2 of OPERATIONS COMMITTEE Meeth,Dale TOBd 011Di,. 0 101113 Os/22/13 AGENDA REPORT Item Number Item Number 4 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Terry Krie, Senior Construction Inspector Supervisor SUBJECT: SURVEYING SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the Professional Services Agreements with Stantec Consulting, and Bush and Associates, providing for on-call Surveying Services for Collection System and Treatment Plant Projects, extending the contract period from July 1, 2013 to August 31, 2013. SUMMARY The Orange County Sanitation District (Sanitation District) uses outside Consultants for surveying services in support of Capital Improvement and Maintenance Projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. These licensed surveying companies are responsible for locating the position of new facilities, checking placement of underground facilities, and performing other varied tasks as directed by staff. The existing agreement with Stantec Consulting and Bush and Associates is scheduled to expire on June 30, 2013. To effectively maintain a smooth bid process, as well as maintaining material testing and geotechnical investigation services, staff recommends an extension of the agreement to August 31, 2013 to ensure an ample amount of time is allowed to update the technical and evaluation requirements, and send out Requests for Proposals for new professional services agreements. This time extension will be made at no change to the cost of the existing agreements. This is an extension of time only without an increase to the contract amount. PRIOR COMMITTEE/BOARD ACTIONS May 2010 — Approved a three-year Professional Services Agreement with Stantec Consulting and Bush and Associates, providing for on-call Surveying Services for Collection System and Treatment Plant Projects, in an amount not to exceed $200,000. Page 1 of 2 ADDITIONAL INFORMATION There are sufficient funds in the individual project budgets that require these services, but the current agreement expires on June 30, 2013. This amendment will extend the agreement through August 31, 2013, with no change to the cost of the agreement. Sanitation District 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. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This Professional Services Agreement complies with authority levels of the Sanitation District's Delegation of Authority and the budget is sufficient for the recommended action. These funds are included in the individual project budgets that require these services. NK:TC:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Meeting Date TOBA.MDir. 05/01/13 05/22/13 Item AGENDA REPORT Numb er Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Ted Vitko SUBJECT: ODOR MASTER PLAN — ODOR MONITORING INVESTIGATION BY ALS ENVIRONMENTAL AND UCLA GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Agreement with ALS Environmental for the purpose of collecting and analyzing foul air samples at locations at both the Orange County Sanitation District (OCSD) treatment plants, in separate events, for a total amount not to exceed $282,776, plus any applicable taxes or sample shipping fees; B. Approve a contingency of$14,139 (5%); C. Approve a Sole Source Agreement with the University of California, Los Angeles for the purpose of analyzing foul air samples by the Odor Profile and Odor Wheel Methods at 34 different locations at both OCSD treatment plants during the warm months of 2013, for a total amount not to exceed $134,618; and D. Approve a contingency of$6,731 (5%). SUMMARY The Odor Control Master Plan (SP-166) is expected to be completed by December 2014 and will provide the basis for a cost analysis for alternative Level of Service for plant odor treatment. The Five-Year Strategic Plan adopted in November 2012 called for this Master Plan effort to validate the scope, priority, and measurement approach to odor. In order to accomplish this, staff will approach the project in three phases; an odor monitoring investigation phase, an odor modeling phase, and a report-writing phase. This request involves the first phase, the odor monitoring investigation. The odor monitoring investigation will help measure the effectiveness of the existing odor control facilities and determine if additional facilities or technologies are needed. The results could potentially affect several tens of millions of dollars in future projects. For this reason in this first phase, all major odorous processes at both treatment plants will be sampled and sent to certified laboratories for the analysis of specific odorants and other sensory tests. The odorous processes will be sampled four separate times in order to help establish a sound statistical analysis of the results. ALS Environmental is the only known certified laboratory in Southern California equipped to analyze the wide range of odorants required for this project. Page 1 of 3 ALS Environmental will include the services of two teams of experienced sample technicians equipped with state-of-the art sampling apparatus and trained in chain of custody methodology that will ensure accurate and representative results. ALS Environmental will also include the services of Dr. Irwin Suffet of the University of California, Los Angeles (UCLA) Institute of the Environment and Sustainability and professor at the School of Public Health. Dr. Suffet will provide a specialized method of analysis of odorants using a combination of Gas Chromatography and Mass Spectroscopy (Odor Profile Method) along with a sensory evaluation using the Odor Wheel Method. This combination will offer OCSD a complete characterization and intensity of odors at the various odorous processes at both treatment plants. Dr. Suffet will also serve as a consultant to OCSD staff throughout the odor monitoring investigation and for the final statistical data analysis and odor results interpretation in preparation for the subsequent phases of this effort. UCLA will provide the trained staff and its laboratory facilities to conduct the analysis by the Odor Profile and Odor Wheel methods. The work at UCLA will be conducted by advanced degree students under the direction of Dr. Suffet who perfected the above odor identification methods. UCLA's School of Public Health is the only organization that conducts such odor characterization methods in California. PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION Staff is presenting its recommendation based on careful research of the subject matter with the aim at obtaining as much field information about this difficult to quantify subject as possible. Odors are difficult to analyze and as a result are quite onerous and expensive. Given this, the Board has an option to partially approve this request by not approving the Sole Source contract with UCLA. However, by doing so, OCSD may be missing the opportunity to see the advantages of this new and simplified odor identification method that can be used by staff in resolving plant odor complaints by OCSD's plant neighbors. CEQA This is not considered a project under CEQA. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted for FY 2012-13 and FY 2013-14 (section 8, page 83). Date of ADDroval Contract Amount Contingency 10/24/12 $1,200,000 10 Page 2 of 3 ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: ( ALS Sole Source Agreement (8 pages) Page 3 or 3 Return to Mende Report AGREEMENT Project SP-166 Plant Odor Assessment THIS AGREEMENT is made and entered into as of the date fully executed below by and between ORANGE COUNTY SANITATION DISTRICT, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and ALS Environmental with a principal business at 2655 Park Center Drive, Suite A, Simi Valley, CA 93065, (hereinafter referred to as "ALS")collectively referred to as the"Parties". RECITALS: WHEREAS, based on ALS's expertise and experience, OCSD wishes to temporarily engage ALS to provide an Odor Monitoring Investigation at OCSD Wastewater Treatment Facilities per their Proposal submitted on April 1, 2013 ("Services"); and WHEREAS, OCSD's General Manager has determined the outsourcing of said Services is in the best interest of OCSD; and WHEREAS, on May 22, 2013, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and ALS; and WHEREAS, OCSD has chosen ALS to conduct Services in accordance with Purchasing Resolution No. OCSD07-04; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and ALS. The Terms and Conditions herein exclusively govern the purchase of Services as described in Exhibits"A"and "B". 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Proposal dated April 1, 2013 Exhibit"C" Acknowledgement of Insurance Requirements 1.3In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. Orange County Sanitation District 1 of 8 SP-166 Plant Odor Assessment Return to Mende Report 1.6 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM (exception is operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include legally observed holidays. 1.7 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.8 Work Hours: The work required under this Agreement may include normal Business hours, evenings, and weekends. OCSD will not pay Travel Time. 1.9ALS shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under Compensation below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by AILS as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this Agreement, AILS shall provide sufficient crews specialized in collecting representative samples and maintaining adequate chain of custody to perform the Services identified in Exhibit "A". Investigation Services shall be performed in a competent, professional and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and AILS and the Agreement period adjusted accordingly. 4. Compensation Compensation to be paid by OCSD to AILS for the Services provided under this Agreement shall be a total amount not to exceed Two Hundred Eighty-two Thousand Seven Hundred Seventy-six and 00/00 Dollars ($282,776). 5. Payment and Invoicing 5.1 AILS shall be paid by OCSD upon approval of invoices by OCSD Project Manager, Ted Vitko or his designee, for completion of tasks and deliverables as outlined in Exhibit "A" at the prices identified in Exhibit"B". Prices shall remain firm during this Agreement term. 5.2 OCSD shall pay, Net 30 days, upon receipt and approval, by OCSD Project Manager, of itemized invoices submitted for tasks and deliverables completed. All invoices must reference the purchase order number. AILS shall email the invoices to: Accounts Payable, APStafftcaOCSD.com and reference this Agreement, SP-166, in the subject line. 6. Audit Rights AILS agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of AILS relating to the invoices submitted by AILS pursuant to this Agreement. 7. Commencement and Term The Services to be provided by AILS under this Agreement shall commence on the date of the Notice to Proceed (Effective Date), and be completed in accordance with Exhibit "A". Orange County Sanitation District 2 of 8 SP-166 Plant Odor Assessment Return to Mende Report 8. Extensions The Term of this Agreement may be extended only by written instrument signed by both Parties. 9. Termination 9.1 Either Party may terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice to the other Party (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice from OCSD, ALS shall promptly discontinue all work under this Agreement. OCSD shall thereafter, within thirty (30) days, pay ALS for work performed (cost and fee) to the date of termination and any uncancellable obligations incurred prior to receiving the written notice of termination. ALS expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. 9.2 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to ALS: • if ALS becomes insolvent or files a petition under the Bankruptcy Act; or • if ALS sells its business; or • if total amount of compensation exceeds the amount authorized under this Agreement. 9.3 All OCSD property in the possession or control of ALS and provided to ALS by OCSD specifically for the performance of this Agreement shall be returned by ALS to OCSD upon the termination of this Agreement. 10.Indemnification and Hold Harmless Provision Each Party agrees to save, indemnify, defend and hold harmless the other Party, its officers, employees and agents against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly out of the performance of this Agreement but only in proportion to and to the extent such liability, claims,judgments, costs and demands are caused by or result from the negligence or willful misconduct of the indemnifying Party, its employees or agents, in relation to the rendition of Services pursuant to this Agreement. 11.Insurance ALS and all subcontractors shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "C". Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 12. Confidentiality and Non-Disclosure 12.1 ALS acknowledges that in performing the Services hereunder, OCSD may have to disclose to ALS orally and in writing certain Confidential Information that OCSD considers proprietary and has developed at great expense and effort. It is agreed that OCSD shall disclose only information necessary to the work and, if any such information is considered confidential, it shall be clearly marked "Confidential Information" and sent by OCSD in writing only to the ALS's Principal Investigator or if orally disclosed, reduced to writing by OCSD within thirty (30) days of disclosure (hereinafter"Confidential Information"). ALS shall inform Principal Investigator that for a period of one year from the end of the Agreement, Confidential Information shall not be used or disclosed to others, to the extent permitted by law, except in furtherance of this Agreement unless Confidential Information: (i) is or shall Orange County Sanitation District 3 of 8 SP-166 Plant Odor Assessment Return to Mende Rom have been known to the Principal Investigator before his receipt thereof; (ii) is disclosed to the Principal Investigator by a third party; (iii) is required to be disclosed by law; (iv) was independently developed by the ALS without the benefit of any disclosure from OCSD and such independent development can be properly demonstrated by ALS; or(v) is or shall have become known to the public through no fault of the Principal Investigator. 12.2 ALS agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any Confidential Information. 12.3 ALS agrees as follows: • To use the Confidential Information only for the purposes described herein; to not reproduce the Confidential Information; to hold in confidence and protect the Confidential Information from dissemination to and use in a manner inconsistent with this Agreement. • To restrict access to the Confidential Information to its ALS or personnel of ALS who (1) have a reasonable need to have such access and (2) have been advised of the terms of this Agreement. • To return all Confidential Information in ALS's possession upon OCSD's request; provided, however, that ALS may immediately terminate this Agreement should ALS be required to return Confidential Information prior to the completion of the Research Services. 12.4 The provisions of this Section shall survive for two (2) years after the termination or expiration of this Agreement. 13. Ownership of Intellectual Property 13.1 ALS agrees that the reports delivered by ALS to OCSD in the performance of Services detailed in Exhibit "A" of this Agreement (hereinafter referred to as "Deliverables") shall be and are assigned to OCSD as its sole and exclusive property. 13.2 "Invention" shall mean any patentable invention conceived and first actually reduced to practice in the performance of the Services detailed in Exhibit"A" of this Agreement. 13.3 Ownership of Inventions. Inventorship shall be determined in accordance with U.S. Patent Law. All rights to Inventions made solely by employees of OCSD shall belong solely to OCSD ("OCSD Invention"). All rights to Inventions made solely by employees of ALS shall belong solely to ALS ("ALS Invention"). All rights to Inventions made jointly by employees of ALS and employees of OCSD ("Joint Inventions") shall be jointly owned. 13.4 Nothing contained in this Agreement shall be deemed to grant either directly or by implication, estoppel, or otherwise any license under any patents, patent applications, or other proprietary interests to any other invention, discovery, or improvement of either Party. 14. Use of Name OCSD and ALS both agree that they will not use the names of OCSD or ALS or their employees in any advertisement, press release or publicity. 15.Independent Contractor Capacltv 15.1 The relationship of ALS to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 15.2 ALS shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for ALS's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for ALS. Orange County Sanitation District 4 of 8 SP-166 Plant Odor Assessment Return to Mende Rom 15.3 ALS shall not be considered an agent of OCSD for any purpose whatsoever, nor shall ALS have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. ALS shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 15.4 ALS shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. ALS shall be responsible for providing, at ALS's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 15.5 ALS shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred by ALS from its performance of this Agreement. ALS hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of ALS's breach of this provision consistent with and to the extent set forth in Section 10 of this Agreement. 15.6 ALS shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. ALS shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified ALS for tax purposes. 16.Licenses, Permits ALS represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by ALS. ITALS's Representations In the performance of duties under this Agreement, ALS shall adhere to its fiduciary standards, ethical practices and standards of care and competence. ALS agrees to comply with all applicable Federal, State and local laws and regulations. 18.Right to Review Services. Facilities. and Records 18.1 OCSD reserves the right to review any portion of the Services performed by ALS under this Agreement, and ALS agrees to cooperate to the fullest extent possible. 18.2 ALS shall furnish to OCSD such reports, statistical data, and other information pertaining to ALS's Research Services as required to meet the requirements of Exhibit"A". 18.3 The right of OCSD to review the Research Services shall not relieve ALS of any obligation set forth herein 19.Force Maleure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said parry shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 20,Breach The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by ALS to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. Orange County Sanitation District 5 of 8 SP-166 Plant Odor Assessment Return to Mende Report 21. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 22. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 23.Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 24. Dispute Resolution 24.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 24.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. As an alternative to arbitration, either Party may choose to submit the issues in dispute to a state court of competent jurisdiction in Orange County, California. 25. Damage to OCSD's Property Any OCSD property damaged by ALS will be subject to repair or replacement by ALS at no cost to OCSD. 26. Drup-Free Workplace ALS and all its employees and subcontractors must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357. 27. Safety and Accident Prevention 27.1 General: In addition to the requirements set forth in Exhibit "A", ALS shall adhere to the following requirements. Orange County Sanitation District 6 of 8 SP-166 Plant Odor Assessment Return to Mende Rom 27.2 Regulations: ALS agrees to conform to all applicable Federal and State laws and regulations including those stemming from the following acts and agencies: Occupational Safety and Health Act (OSHA), California Labor Code, South Coast Air Quality Management District (SCAQMD) California Hazardous Waste and Federal Department of Transportation regulations. Lack of compliance with applicable regulations may be cause for termination of the Agreement. 27.3 Plant Speed Limits: The posted speed limit is 15 miles per hour. Violators of the posted speed limit may have their vehicle banned from the site. 28. Smoking Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with OCSD Smoking policy will be cause for removal of offending personnel from the site. 29. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel form the site, termination of the Agreement, or both. 30.Assignments ALS shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 31. Conflict of Interest and Reporting ALS shall comply with its internal conflict of interest procedures as they relate to this Agreement 32.Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 33. Read and Understood By signing this Agreement, ALS represents that he has read and understood the terms and conditions of the Agreement. 34. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 7 of 8 SP-166 Plant Odor Assessment Return to Mende Report 35. Notices All notices under this Agreement must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 ALS: ALS Environmental Attn: IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager ALS ENVIRONMENTAL Dated: By: Orange County Sanitation District 8 of 8 SP-166 Plant Odor Assessment OPERATIONS COMMITTEE NeetlOgDate TOBd 0/1D11. 0 13 OS/22/13 AGENDA REPORT Item Number Item Number 6 13 Orange County Sanitation District FROM: Jim Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Andre Miller SUBJECT: ODOR CONTROL MASTER PLAN — ODOR MONITORING ELECTRONIC SENSORS TO DETECT ODORS (D/T) GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Agreement with Kruger Inc. for equipment procurement, installation, and maintenance services of six electronic noses to be located in Plant No.1 and Plant No. 2, for a total amount not to exceed $450,000, plus any applicable taxes; and B. Approve a contingency of$22,500 (5%) SUMMARY The Odor Control Master Plan (SP-166) is expected to be completed by December 2014. To accomplish this, staff proposes a three phase approach; an odor monitoring investigation phase, an odor modeling phase, and a report-writing phase. The Five- Year Strategic Plan adopted in November 2012 called for this Master Plan effort to validate the scope, priority, and measurement approach to odor. The odor monitoring will help staff to understand the effectiveness of the existing odor control facilities and determine the need for additional facilities or new technologies, potentially affecting several tens of million dollars in future projects. As part of the odor monitoring phase, six electronic sensors (eNoses) are proposed for installation within the Plant No. 1 and 2 on those locations considered as significant sources of odors around Orange County Sanitation District (OCSD). There are no known systems like that offered by Kruger Inc. that detect, measure, model and monitor odors continuously from the site. Kruger Inc. uses eNoses to detect odors much like the human nose does. Unlike other technologies that measure the presence of individual odor-causing chemicals, the eNose quantifies odors in odor units (D/T) and use that information, along with meteorological data, to indicate to plant operators when odors are becoming a problem. Kruger Inc. will provide equipment procurement, process and design engineering field, and a subsequent yearly service maintenance agreement. Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION Kruger Inc. is a water and wastewater solutions provider specializing in advanced and differentiating technologies. Kruger Inc. is a subsidiary of Veolia Water Solutions and Technologies. To eliminate the need of a typical lengthy and costly odor detection process, Kruger Inc. has a unique technology— Odowatch. Odowatch technology uses real time meteorological data collected at the plant to model the impact of odors. The Odowatch system has sensors that continuously measure the odor being emitted from each odor source. The measurement is in compliance with ASTM E679-91 and EN 13725. The data are then automatically input into an odor impact model that has been specially developed for modeling odors. At the same time, real time weather data from an on-site meteorological monitoring tower are also automatically fed into the model. The odor model is then run, and the results are plotted onto an aerial image of the facility and surrounding areas. The plot is generated automatically at five-minute intervals, or at a user-selected refresh rate. CEQA This project is exempt under CEQA guidelines. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted for FY 2012-13 and FY 2013-14 (section 8, page 11). AM:sa:gc Page 2 of 2 OPERATIONS COMMITTEE Meeting Date TOBd 0111 ,. 05/01/13 OS/22/13 AGENDA REPORT Item Number Item Number 9 14 Orange County Sanitation District FROM: James Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CONTRACT AWARDS FOR FERRIC CHLORIDE PURCHASE GENERAL MANAGER'S RECOMMENDATION A. Award a contract to Kemira Water Solutions, Inc., for the purchase of liquid Ferric Chloride, Specification No. C-2013-55313D, for the period July 1, 2013 through June 30, 2014, for a unit price of $535.00 per dry ton delivered, plus applicable sales tax for an estimated annual amount of$1,712,280 with four one-year renewal options; and, B. Award a contract to Thatcher Company of California, Inc., for the purchase of liquid Ferric Chloride, Specification No. C-2013-55313D, for the period July 1, 2013 through June 30, 2014, for a unit price of $579.20 per dry ton delivered, plus applicable sales tax for an estimated annual amount of $610,000 with four one-year renewal options; and, C. Award a contract to Pencco, Inc., for the purchase of liquid Ferric Chloride, Specification No. C-2013-55313D, for the period July 1, 2013 through June 30, 2014, for a unit price of$539.40 per dry ton delivered, plus applicable sales tax for an estimated annual amount of$576,310 with four one-year renewal options; and, D. Award a contract to California Water Technologies, LLC., for the purchase of liquid Ferric Chloride, Specification No. C-2013-55313D, for the period July 1, 2013 through June 30, 2014, for a unit price of $502.00 per dry ton delivered, plus applicable sales tax for an estimated annual amount of $537,200 with four one-year renewal options; and, E. Approve a unit price contingency of 10% per contract. SUMMARY For over 15 years, OCSD has been dependent on a single supplier for ferric chloride. The recent entrance of new ferric chloride suppliers has provided the OCSD a unique opportunity to establish for the long term - a sustainable, fairly market priced product supply stream. The presence of multiple suppliers will also significantly mitigate potential regulatory compliance and fiscal implications related to the risk of ferric supply disruption from its current single source. A Request for Proposal (RFP) solicitation process was utilized for the purchase of ferric chloride for in-plant process use related to enhanced solids settling in the primary Page 1 of 5 treatment process and for digester gas hydrogen sulfide control. Proposals were solicited in increments of 1,000 dry tons up to 6,000 dry tons total annual OCSD usage. Four suppliers, all of them deemed qualified based upon criteria described in the RFP, submitted proposals. Upon conducting an extensive evaluation of supplier proposals and the ferric chloride supply market dynamics, Staff is recommending the following multiple supplier contracts award. Table 1 PROPOSED CONTRACT AWARDS Vendor Total Estimated Quantity Unit Price Cost DryTons/Yr $/Dry Ton $/Yr Kemira 3000 $ 570.76 $ 1,712,280 CWT 1000 $ 537.20 $ 537,200 Pencco 1000 $ 576.31 $ 576,310 Thatcher 1000 $ 610.00 $ 610,000 (Unit Price Includes 8% Sales Tax) Awarding contracts to all four qualified suppliers would result in a $595,410 annual savings (15%) compared to the price paid in the 2011-2012 contract period and would provide the greatest benefits to OCSD in terms of long-term sustainability and future market pricing for the following reasons: 1. It balances local versus regional as well as start-up versus well established ferric chloride suppliers ensuring reliable backup while positioning OCSD to benefit from the lowest market prices when new suppliers to the region become established 2. It will establish a new supply corridor from Salt Lake City, Utah with the potential to meet all our ferric chloride needs at the lowest unit cost 3. It will provide OCSD the opportunity to monitor and evaluate the three new suppliers' product quality, consistency, and service for one year with minimum risk. Distributing the 6,000 dry tons across two or three suppliers, results in a lower annual cost, but will not provide all the benefits described above, and is therefore not recommended. The annual costs savings would be $690,810 and $737,400 for the three supplier award and two supplier award; respectively. PRIOR COMMITTEE/BOARD ACTIONS December 2012 A. Adopt Resolution No. OCSD 12-17, to Amend Section 4.09 Request for Proposal Procedure of Resolution No. OCSD 07-04 entitled "Establishing Policies And Procedures For: The Award Of Purchase Orders And Contracts; Public Works Project Contracts; Professional Services Contracts; And Delegation Of Authority To Implement Said Policies And Procedures." Page 2 of 5 B. Authorize the General Manager to initiate a request for proposal process and recommend multiple contract awards for the purchase of ferric chloride (Specification No. C-2013-553BD), for the period of July 1, 2013 through June 30, 2014, with four one-year renewal options. ADDITIONAL INFORMATION Ferric chloride price escalation in a single supplier dominated market is evident from the historical OCSD ferric chloride cost chart below (Figure 1). The steep price escalation appears to coincide with the May 2005 acquisition of Kemiron by Kemira, which made it the dominant ferric/ferrous chloride supplier in the region. The recent dynamics of the supply market can be attributed to the recent (since December 2012) cost decline of about 10%. Figure 1 HISTORICAL OCSD FERRIC CHLORIDE PRICES OnngeC unty Sanitation Divinl Nistoriral Ferric chloride unit pricing Wn Aoo - May2W5Mmi, I,enme a a.bstlbry W N yea 5aoo 5 ao t pg Wo E Saco $]ro mSVM1YIan Sam S Each of the four suppliers was deemed qualified to reliably supply ferric chloride to OCSD based upon requirements specified in the RFP related to production capacities/purchase agreements, technical support capabilities, raw materials access and storage capabilities, delivery plan and logistical setup, technical support capabilities and product QA/QC process. The suppliers unit prices for varying supply scenarios is provided in Table 2. Page 3 of 5 Table 2 PROPOSAL UNIT PRICES Quantity Kemira Pencco CWT Thatcher DryTonsNear $/DryTon 1000 $ 576.31 $ 537.20 $ 610.00 2000 - $ 576.31 $ 548.00 $ 599.55 3000 $ 570.76 $ 593.51 $ 591.20 $ 591.00 4000 $ 556.72 $ 605.31 $ 745.64 - 5000 $ 551.32 $ 638.71 $ 745.64 - 6000 $ 551.32 $ 672.11 $ 745.64 Using the unit prices proposed by each supplier, a weighted unit cost of all possible combinations in a one (single source), two, three and four supplier award scenarios was established and then from each category of one (single source), two, three and four supplier contract awards, the scenario with the lowest weighted unit cost was identified. Table 3 LOWEST WEIGHTED COST FOR EACH CONTRACT AWARD OPTION Option Weighted Average Estimated Annual Cost Unit Cost($/DryTon) ($/Yr) 1 Vendor $ 551.32 $ 3,307,920 2 Vendors $ 548.97 $ 3,293,800 3 Vendors $ 556.73 $ 3,340,390 4 Vendors $ 572.63 $ 3,435,790 Table 4 COST OF 6,000 DRY TONS BASED UPON 2011-12 CONTRACT PERIOD Average Cost($/Dry Ton) Cost for 6000 Dry TonsNr Based Upon Pricing in the usage 2011-2012 Contract Period Current vendor $ 671.86 1 $ 4,031,200 It is in the best interest of OCSD to seize the opportunity which will provide sustainable ferric chloride supply streams and price stability in the long term. Purchasing 1,000 dry tons of ferric chloride from Thatcher at $610/DT price, which is slightly greater than the current quarterly adjusted purchase price of $603/DT (table 5) can be adequately justified considering the high freight cost associated with the newly developed logistics for bringing the product into Southern California from Utah. However, the Thatcher product price on the other hand is about 20% lower than others. The high Thatcher freight cost is expected to decline upon development of more efficient supply logistics. Page 4 of 5 Table 5 PROPOSED AWARD OPTION RFP COST BREAKDOWN Contract RFP Pricing with Kemim Current Period 12/1111 to Kemim Kemim CWT Pencco Thatcher 11/30/12 Contract 3000 Dry Tons 1000 Dry Tons 1000 Dry Tors 1000 Dry Tons Pre-TaxlJnit Price $ 540.59 $ 476.90 $ 447.00 $ 440.00 $ 461.40 $ 385.00 Freight $ 88.02 $ 88.02 $ 88.00 $ 62.00 $ 78.00 $ 194.20 Tax $ 43.25 $ 38.15 $ 35.76 $ 35.20 $ 36.91 $ 30.80 Total $ 671.86 $ 603.07 $ 570.76 $ 537.20 $ 576.31 $ 610.00 CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. Date of ADDroval Contract Amount Continaencv 12/19/12 N/A N/A ATTACHMENTS N/A DH:SSB:ysh:cf Page 5 of 5 OPERATIONS COMMITTEE MeetlOgDate TOBd 0/1Dir. 0 13 OS/22/13 AGENDA REPORT Item Number Item Number 0 is Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services Manager: Mark Esquer, P.E., Engineering Manager, Collection Facilities SUBJECT: REGIONAL ODOR AND CORROSION CONTROL SERVICES, SPECIFICATION NO. C-2013-565BD GENERAL MANAGER'S RECOMMENDATION Items A-J: A. Award a contract to Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, for Ferrous Chloride dosing services, at the unit price of $636.50/dry ton, $12.65/dry ton freight, delivered, plus tax; for an estimated total annual amount of $2,450,245; and additional program services for dose site development for an amount not to exceed $50,000 for the period July 1, 2013 through June 30, 2014,with four one- year renewal options; and, B. Award a contract to Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-56513D, for Magnesium Hydroxide dosing services, at a unit price of $438.79/dry ton, $29.70/dry ton freight, delivered, plus tax; for an estimated total annual amount of $2,115,078; and additional program services for dose site development for an amount not to exceed $50,000 for the period July 1, 2013 through June 30, 2014,with four one- year renewal options; and, C. Award a contract to Hill Brothers Chemical Company for Application Services $100/day for Ferrous Chloride stations and $150/day for Magnesium Hydroxide stations; for an estimated total annual amount of $91,250; for Regional Odor and Corrosion Control Services, Specification No. C-2013-56513D, for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, D. Award contract to Hill Brothers Chemical Company, for Field Services $100/day for Ferrous Chloride stations and $100/day for Magnesium Hydroxide stations; for an estimated total annual amount of $73,000; for Regional Odor and Corrosion Control Services, Specification No. C-2013-56513D, for the period July 1, 2013 through June 30, 2014,with four one-year renewal options; and, E. Award contract to Hill Brothers Chemical Company, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, to include a $190 per hour demurrage fee for mobile dosing upon request for Magnesium Hydroxide at a unit price $580.00/dry ton, $29.70/dry ton freight (maximum 48 hours), Page 1 of 5 delivered, plus tax; for the period July 1, 2013 through June 30, 2014, with four one-year renewal options; and, F. Award a contract to US Peroxide, LLC, for Regional Odor and Corrosion Control Services, Specification No. C-2013-565131D, for Calcium Nitrate dosing services, at the unit price of $2.28/gallons, delivered, plus tax; for an estimated total annual amount of $499,016; and additional program services for dose site development mobilization and demobilization for an annual amount not to exceed $50,000; for the period July 1, 2013 through June 30, 2014, with four one-year renewal options; and, G. Award a contract to US Peroxide, LLC, for Application Services for $160/day for Calcium Nitrate stations, for an estimated total annual amount of $58,400; for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, for the period July 1, 2013 through June 30, 2014, with four one- year renewal options; and, H. Award contract to US Peroxide, LLC, for delivery charges at $250/delivery for Calcium Nitrate, for an estimated total annual amount of $4,500; for Regional Odor and Corrosion Control Services, Specification No. C-2013-565BD, for the period of July 1, 2013 through June 30, 2014, with four one-year renewal options, and I. Approve an annual unit price contingency of 15%, per contract. J. Approve an annual service price contingency of 15%, per contract. SUMMARY The current contract expires on June 30, 2013 and allowed for four optional one-year renewals. OCSD requested pricing for the next renewal period and received a price increase from Hill Brothers Chemical Company, current supplier, that exceeded the Board approved annual unit price and program price contingency of 15% per contract. As a result, staff initiated an open Bid procurement. OCSD has been using these types of services since 2003. These contracts provide continuous treatment for odor and corrosion control within the regional trunk system and major tributary sewers using a variety of staff-recommended chemical applications. This serves to reduce odors at both OCSD treatment plants, as well as member agencies. Staff maintains oversight and daily interaction with outsourced service providers. In addition to the chemicals, the Contractors will provide all necessary equipment including tanks, containment, pumps, piping, secure fencing, and equipment monitoring to determine tank levels, leaks, and pump rates. Page 2 of 5 OCSD needs flexibility in these contracts as new odorous hot spots are identified. These contacts also allow for flexibility to adjust to changing field conditions and chemical unit prices, and enables mobilization and demobilization of equipment for testing as new products become available. Staff continually evaluates the most cost effective site-specific treatment approach, and anticipates conducting future trials for odor control based on changing conditions such as more stringent environmental regulations, costs, and other factors. During FY 2013/14, there will be two sites planned for calcium nitrate, two for magnesium hydroxide, and five for ferrous chloride. Staff anticipates possible site start- ups or trials in Newport Beach. In addition, data shows that along OCSD's Euclid trunk through Santa Ana and Garden Grove, there are high levels of hydrogen sulfide. If a site can be secured, dosing may begin in this trunk as well. The new contract provides equipment, chemical, services, and monitoring of the trunklines. This monitoring data provides information needed to adjust chemical dosing to meet levels of service for reducing odors and corrosion and prevent overdosing. The levels of service are: 1) Maintain an average of 25 parts per million (ppm) or less of hydrogen sulfide in the vapor headspace of the sewer trunks, and 2) Maintain 0.5 milligrams per liter (mg/L) of dissolved sulfides in the liquid phase of the wastewater. The emergency services will only be utilized with management approval in the event of a regional and national chemical supply shortage or delivery stoppage. In the past, this has been a rare occurrence (two times over a ten year period) caused by events such as hurricanes damaging production facilities or transit routes. PRIOR COMMITTEE/BOARD ACTIONS June 2012 —The Board approved contracts with US Peroxide, LLC, and to Hill Brothers Chemical Company for Regional Odor and Corrosion Control Services, Specification No. C-2012-524BD, and approved an annual unit price and program price contingency of 15%, per contract. July 2010 — The Board approved change orders to contracts with U.S. Peroxide, LLC, and to Hill Brothers Chemical Company for Regional Odor and Corrosion Control Services, Specification No. C-2009-405BD, and approved a 15% annual unit price contingency. May 2009 — The Board approved contracts with US Peroxide, LLC, and to Hill Brothers Chemical Company for Regional Odor and Corrosion Control Services, Specification No. C-2009-405BD, and approved a 10% annual unit price contingency. June 2008 —The Board approved a sole source contract with US Peroxide, LLC, for the application of a proprietary chemical process which uses hydrogen peroxide regenerated iron for odor and corrosion control, and approved a 10% unit cost escalation contingency. Page 3 of 5 ADDITIONAL INFORMATION A Bid process was used for procurement. Bids were received from three (3) companies. The companies were Siemens Industry Inc., Hill Brothers Chemical Company, and US Peroxide, LLC. Providing treatment in the regional trunks offers OCSD a secondary benefit of reducing hydrogen sulfide and odors entering Reclamation Plant No. 1 and Wastewater Treatment Plant No. 2 and conditioning the wastewater by off-setting the amount of chemicals dosed at the treatment plants. Staff continually evaluates developing products and techniques to reduce costs. Through OCSD's research program, a specialized application of oxygen is being considered to off-set chemical dosing needs, and a new modeling system will be tested to identify ideal dosing locations through modeling of liquid flows, chemical and biological reactions. Bid Procurement Under the guidance of the Finance Department's Contracts, Purchasing, and Materials Management Division, the bids were submitted on April 23, 2013, staff has determined that Hill Brothers Chemical Company is/are the lowest responsive and responsible bidder(s). Bid tab below (see Table 1) Table 1: Bid Hill Brothers US Peroxide, LLC Siemens Industry Inc Chemical Company Ferrous Chloride Product Cost $ 2,450,245.00 $ 2,453,100.00 $ 3,207,715.00 Service Cost $ 73,000.00 $ 673,750.00 $ 0 Subtotal $ 2,523,245.00 $ 3,126,850.00 $ 3,207,715.00 Magnesium Hydroxide Product Cost $ z,11-1,07s.00 $ o $ 2,608,200.00 Service Cost $ 91,250.00 $ 0 $ 0 Subtotal $ 2,206,328.00 $ 0 $ 2,608,200.00 Calcium Nitrate Product Cost $ 682,903.00.00 $ 493,465. 00 $ 0 Service Cost $ 73,000.00 $ 58,40000 $ 0 Subtotal $ 755,903.00 $ 551,865.00 $ 0 Page 4 of 5 CEQA N/A BUDGET DELEGATION OF AUTHORITY This complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted in Division 342, line items 58, 60, 61. ATTACHMENTS The following attachment(s) may be viewed on-line at the OOSD website (www.ocsd.com) with the complete agenda package and attachments: Individual Contracts for Regional Odor and Corrosion Control Services (24 pages) Page 5 or 5 Return to Aaenda Report CONTRACT Regional Odor and Corrosion Control Services (ROCCS) Specification No. C-2013-565BD THIS CONTRACT is made and entered into as of the date it is fully executed 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 Hill Brothers Chemical Company with main offices located at 15017 East Clark Avenue, Industry, CA 91745 hereinafter referred to as"Company'collectively referred to as'4he Parties". WITNESSETH WHEREAS, OCSD requires Regional Odor and Corrosion Control Services (ROCCS), specifically under this Contract as ROCCS relates to ferrous chloride, for its sewage treatment process and has prepared Technical Specifications attached hereto and incorporated herein by reference as Exhibit"A" ("Services"); and WHEREAS, Bids for ROCCS, Specification No.C-2013-565BD were solicited, received and opened on April 23, 2013; and WHEREAS, OCSD has chosen Company to provide the Services in accordance with Purchasing Resolution No. OCSD07-04; and WHEREAS, on May 22, 2013, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Company; and NOW, THEREFORE, in consideration of the premises and agreements hereinafter made and exchanged, Company and OCSD agree as follows: 1. Scope of Work Services are to be performed at the direction of the OCSD Project Manager, MarcoPolo Velasco, or his designee and in accordance with Exhibit "A" for ferrous chloride dosing, application and field services, and additional program services for dose-site development mobilization and demobilization. 2. Modifications to Scope of Work OCSD shall have the option to modify the Scope of Work at any time for the benefit of the program objectives. 3. Modifications to the Contract This Contract may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both parties. 4. Exhibits Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work/Technical Services Specification Exhibit"B" OCSD Safety and Human Resource Policies Exhibit"C" Bid Pricing Exhibit"C" Signed Acknowledgement of Insurance Requirements 5. Controlling Document In the event of any conflict or inconsistency between the provisions of this Contract and the Exhibits hereto, the provisions of this Contract shall in all respects govern and control. Orange County Sanitation District 1 of 8 Specification No. C-2013-565BD Return to Mende Report 6. Performance Time is of the essence in the performance of the provisions hereof. 7. Delivery 7.1 LOCATIONS to be called for by OCSD, deliveries shall be as directed by the OCSD Project Manager and performed as specified in Exhibit "A". Complete orders will be delivered F.O.B. destination. See Exhibit "A"for additional requirements. 7.2 CERTIFICATION OF WEIGHT Delivery weight of material shall be determined by certified scales. Certificates of weight shall be furnished by Company for all loads of chemicals delivered. Loading, hauling and unloading shall be done at the expense of Company. 7.3 ANALYSIS CERTIFICATION Each delivery of chemicals requires a written certified analysis of the chemical delivered. A certified analysis is defined as a statement signed by Company's representative declaring the analysis information is true and accurate. 7.4 OWNERSHIP AND CONTROL Ownership and control of all chemical delivered pursuant to this Contract shall remain solely and exclusively with Company, until complete transfer of possession by delivery to OCSD at the designated locations is made from Company. 8. Quanti 8.1 The quantities of chemicals outlined in Exhibit "A" are estimates only. OCSD makes no guarantee as to actual use or quantity of the chemicals identified in Exhibit"A". 8.2 OCSD will pay only for the actual chemicals delivered under this Contract. Certified weight scale tickets shall be provided to OCSD for every delivery and shall contain the tare weight, loaded gross weight and net weight. Amount invoiced will be the total chemical delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying, or clearing the delivery tank. 9. Pricing 9.1 The prices to be paid for the chemicals and related Program Services are: • ferrous chloride dosing services, at the unit price of $636.50/dry ton, $12.65/dry ton freight delivered, plus tax; and • ferrous chloride application services at a unit price of$100/day; and • ferrous chloride field services at a unit price of$100/day; and • mobilization or demobilization for additional dose-site development for an amount not to exceed $50,000 for the Contract term (first two (2)at$0.00 cost to OCSD). 9.2 These prices shall remain firm for the duration of the Contract Term. 9.3 California State Sales tax shall not apply to the Service portion or to freight charges. Prices shall include all cartage and taxes except California State Sales Tax. The California State Sales Tax will be paid by OCSD. 10. Invoices 10.1 OCSD shall pay, Net 30 days, upon receipt and approval by OCSD Project Manager, MarcoPolo Velasco or his designee, of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 10.2 All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. Orange County Sanitation District 2 of 8 Specification No. C-2013-565BD Return to Aaende Report 10.3 All invoices must reference the Purchase Order Number. At a minimum, all invoices shall include a description of the delivery location, the delivery date, the unit price, the weight of product delivered, the percent solution, weight, gallons, actual specific gravity and other parameters used to determine the cost for the shipment. 10.4 Invoices shall be emailed by Contractor to OCSD at the following email address and the Purchase Order number shall be referenced in the subject line: APStaff(a)-OCSD.com. 11. Contract Term The Services provided under this Contract shall commence upon July 1, 2013 and continue through June 30, 2014. 12. Renewals 12.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year (12 calendar months) periods based upon the criteria set forth in the specifications, Exhibit "A", if mutually acceptable contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 12.2 Renewals may be made through the OCSD Purchase Order Process. 13. Extensions OCSD may extend this Contract on a month-to-month basis for any reason to ensure that the ROCCS Program continues to remain in full compliance with the OCSD goals and specifications. Company shall charge OCSD during the extension period at the same pricing and rates as in the then current term of the Contract. 14. Termination 14.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Company shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Company for work performed (cost and fee) to the date of termination. Company expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of the Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Company other than for work performed to the date of termination. 14.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Company is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in rate, or any other default of the Contract. 14.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Company: 14.3.1 if Company becomes insolvent or files a petition under the Bankruptcy Act; 14.3.2 if Company sells its business; or 14.3.3 if Company breaches any of the terms of this Contract. 14.4 All OCSD property in the possession or control of Company shall be returned by Company to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 15. Indemnification and Hold Harmless Company agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Company, its employees, Orange County Sanitation Distnct 3 of 8 Specification No. C-2013-565BD Return to Aaenda Report subcontractors or its suppliers, in relation to the rendition of services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Company agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Company. 16. Insurance Company shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached as Exhibit "D"). Company shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Company allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 17. Equipment Loss OCSD will be responsible for any loss or damage to Company-owned equipment, when OCSD determines OCSD is at fault, and will reimburse Company for such loss or damage upon receipt of invoices. 18. Conflict of Interest and Reporting Company shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Contract. 19. Company's Relationship to OCSD Company's relationship to OCSD in the performance of this Contract is that of an independent contractor. The personnel performing Services under this Contract shall, at all times, be under Company's exclusive direction and control, and shall be employees of Company and not employees of OCSD. Company shall pay all wages, salaries and other amounts due its employees in connection with this Contract, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's compensation and similar matters. 20. Safety and Human Resources Policies Contractor shall adhere to the Safety requirements of the Scope of Work, Exhibit "A", and the Safety and Human Resources Policies in Exhibit'B" hereto. 21. Smoking Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with OCSD Smoking policy will be cause for removal of offending personnel from the site, termination of the Contract, or both. 22. Drug-Free Workplace All employees of Company who will perform work under this Contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357. 23. Assignments Neither this Contract nor any interest herein or any claim hereunder may be assigned by Company either voluntarily or by operation of law, nor may all or substantially all of this Contract be further subcontracted by Company without the prior written consent of OCSD. 24. Attorney's Fees If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to any other relief to which it may be entitled. Orange County Sanitation District 4 of 8 Specification No. C-2013-565BD Return to Mende Report 25. Permits. Ordinances and Regulations Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract shall be paid by Company. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory body inspectors shall be paid by Company. 26. Compliance With Law Company warrants that under the performance of this Contract, it shall comply with all applicable federal, state and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Contract, Company shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Company shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation; and selection for training, including apprenticeship. 27. Disputes 27.1 This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. Pending final resolution of a dispute hereunder, Company shall proceed diligently with the performance of this Contract and in accordance with OCSD's decision. 27.2 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 27.3 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 28. Ripht to Review Services. Facilities. and Records 28.1 OCSD reserves the right to review any portion of the Services performed by Company under this Contract, and Company agrees to cooperate to the fullest extent possible. Company shall furnish to OCSD such reports, statistical data, and other information pertaining to Company's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. Orange County Sanitation District 5 of 8 Specification No. C-2013-565BD Return to Mende Report 28.2 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Company shall not relieve Company of any obligation set forth herein. 29. Severability Any provision of this Contract which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 30. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. 31. Breach Any breach by Company to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 32. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage determination made by the Director of Industrial Relations pursuant to California Labor Code part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public contracts are part of this Contract to the same extent as though set forth herein and will be complied with by Company. Company shall not pay less than the prevailing wage. 33. South Coast Air Quality Management District's (SCAQMD) Requirements In addition to the requirements in Exhibit "A" hereto, it is Company's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 34. Familiarity with Work By executing this Contract, Company warrants that: 1)it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3)it understands the facilities, difficulties and restrictions of the work under this Contract. Should Company discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Company's risk, until written instructions are received from OCSD. 35. Damage to Property Any property, OCSD's or property at the OCSD sites or locations, damaged by Company, any subcontractor, or by the personnel of either will be subject to repair or replacement by Company at no cost to OCSD. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Company. 37. Non-exclusive Agreement This Contract is a non-exclusive agreement. OCSD reserves the right to enter into agreements with one or more companies in order to secure these Services. 38. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. Orange County Sanitation District 6 of 8 Specification No. C-2013-5658D Return to Aaenda Report 39. Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 7 of 8 Specification No. C-2013-565BD Return to Mende Rom 40, Notices All notices under this Contract must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Company: Hill Brothers Chemical Company IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager HILL BROTHERS CHEMICAL COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 8 of 8 Specification No. C-2013-565BD Return to Aaenda Report CONTRACT Regional Odor and Corrosion Control Services (ROCCS) Specification No. C-2013-565BD THIS CONTRACT is made and entered into as of the date it is fully executed 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 Hill Brothers Chemical Company with main offices located at 15017 East Clark Avenue, Industry, CA 91745 hereinafter referred to as"Company'collectively referred to as'4he Parties". WITNESSETH WHEREAS, OCSD requires Regional Odor and Corrosion Control Services (ROCCS), specifically under this Contract as ROCCS relates to magnesium hydroxide, for its sewage treatment process and has prepared Technical Specifications attached hereto and incorporated herein by reference as Exhibit"A" ("Services"); and WHEREAS, Bids for ROCCS, Specification No.C-2013-565BD were solicited, received and opened on April 23, 2013; and WHEREAS, OCSD has chosen Company to provide the Services in accordance with Purchasing Resolution No. OCSD07-04; and WHEREAS, on May 22, 2013, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Company; and NOW, THEREFORE, in consideration of the premises and agreements hereinafter made and exchanged, Company and OCSD agree as follows: 1. Scope of Work Services are to be performed at the direction of the OCSD Project Manager, MarcoPolo Velasco, or his designee and in accordance with Exhibit "A" for magnesium hydroxide dosing, application and field services, and additional program services for dose-site development mobilization and demobilization. 2. Modifications to Scope of Work OCSD shall have the option to modify the Scope of Work at any time for the benefit of the program objectives. 3. Modifications to the Contract This Contract may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both parties. 4. Exhibits Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Wo&7echnical Services Specification Exhibit"B" OCSD Safety and Human Resource Policies Exhibit"C" Bid Pricing Exhibit"C" Signed Acknowledgement of Insurance Requirements 5. Controlling Document In the event of any conflict or inconsistency between the provisions of this Contract and the Exhibits hereto, the provisions of this Contract shall in all respects govern and control. Orange County Sanitation District 1 of 8 Specification No. C-2013-565BD Return to Agenda Report 6. Performance Time is of the essence in the performance of the provisions hereof. 7. Delivery 7.1 LOCATIONS to be called for by OCSD, deliveries shall be as directed by the OCSD Project Manager and performed as specified in Exhibit "A". Complete orders will be delivered F.O.B. destination. See Exhibit "A"for additional requirements. 7.2 CERTIFICATION OF WEIGHT Delivery weight of material shall be determined by certified scales. Certificates of weight shall be furnished by Company for all loads of chemicals delivered. Loading, hauling and unloading shall be done at the expense of Company. 7.3 ANALYSIS CERTIFICATION Each delivery of chemicals requires a written certified analysis of the chemical delivered. A certified analysis is defined as a statement signed by Company's representative declaring the analysis information is true and accurate. 7.4 OWNERSHIP AND CONTROL Ownership and control of all chemical delivered pursuant to this Contract shall remain solely and exclusively with Company, until complete transfer of possession by delivery to OCSD at the designated locations is made from Company. 8. Quanti 8.1 The quantities of chemicals outlined in Exhibit "A" are estimates only. OCSD makes no guarantee as to actual use or quantity of the chemicals identified in Exhibit"A". 8.2 OCSD will pay only for the actual chemicals delivered under this Contract. Certified weight scale tickets shall be provided to OCSD for every delivery and shall contain the tare weight, loaded gross weight and net weight. Amount invoiced will be the total chemical delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying, or clearing the delivery tank. 9. Pricing 9.1 The prices to be paid for the chemicals and related Program Services are: • magnesium hydroxide dosing services, at the unit price of $438.79/dry ton, $29.70/dry ton freight delivered, plus tax; and • magnesium hydroxide application services at a unit price of$150/day; and • magnesium hydroxide field services at a unit price of$100/day; and • mobilization or demobilization for additional dose-site development for an amount not to exceed $50,000 for the Contract term (first two (2) at$0.00 cost to OCSD); and • Include a $190 per hour demurrage fee for mobile dosing upon request for magnesium hydroxide at a unit price $580 per dry ton, $29.70/dry ton delivered, plus tax (maximum 48 hours). 9.2 These prices shall remain firm for the duration of the Contract Term. 9.3 California State Sales tax shall not apply to the Service portion or to freight charges. Prices shall include all cartage and taxes except California State Sales Tax. The California State Sales Tax will be paid by OCSD. 10. Invoices 10.1 OCSD shall pay, Net 30 days, upon receipt and approval by OCSD Project Manager, MarcoPolo Velasco or his designee, of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. Orange County Sanitation District 2 of 8 Specification No. C-2013-565BD Return to Mende Rom 10.2 All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. 10.3 All invoices must reference the Purchase Order Number. At a minimum, all invoices shall include a description of the delivery location, the delivery date, the unit price, the weight of product delivered, the percent solution, weight, gallons, actual specific gravity and other parameters used to determine the cost for the shipment. 10.4 Invoices shall be emailed by Contractor to OCSD at the following email address and the Purchase Order number shall be referenced in the subject line: APStaff(a)-OCSD.com. M Contract Term The Services provided under this Contract shall commence upon July 1, 2013 and continue through June 30, 2014. 12. Renewals 12.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year (12 calendar months) periods based upon the criteria set forth in the specifications, Exhibit "A", if mutually acceptable contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 12.2 Renewals may be made through the OCSD Purchase Order Process. 11 Extensions OCSD may extend this Contract on a month-to-month basis for any reason to ensure that the ROCCS Program continues to remain in full compliance with the OCSD goals and specifications. Company shall charge OCSD during the extension period at the same pricing and rates as in the then current term of the Contract. 14. Termination 14.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Company shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Company for work performed (cost and fee) to the date of termination. Company expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of the Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Company other than for work performed to the date of termination. 14.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Company is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in rate, or any other default of the Contract. 14.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Company: 14.3.1 if Company becomes insolvent or files a petition under the Bankruptcy Act; 14.3.2 if Company sells its business; or 14.3.3 if Company breaches any of the terms of this Contract. 14.4 All OCSD property in the possession or control of Company shall be returned by Company to OCSD upon demand, or at the termination of this Contract, whichever occurs first. Orange County Sanitation District 3 of 8 Specification No. C-2013-565BD Return to Mende Report 15. Indemnification and Hold Harmless Company agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Company, its employees, subcontractors or its suppliers, in relation to the rendition of services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Company agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Company. 16. Insurance Company shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached as Exhibit "E"). Company shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Company allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 17. Equipment Loss OCSD will be responsible for any loss or damage to Company-owned equipment, when OCSD determines OCSD is at fault, and will reimburse Company for such loss or damage upon receipt of invoices. 18. Conflict of Interest and Reporting Company shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Contract. 19. Company's Relationship to OCSD Company's relationship to OCSD in the performance of this Contract is that of an independent contractor. The personnel performing Services under this Contract shall, at all times, be under Company's exclusive direction and control, and shall be employees of Company and not employees of OCSD. Company shall pay all wages, salaries and other amounts due its employees in connection with this Contract, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's compensation and similar matters. 20. Safety and Human Resources Policies Contractor shall adhere to the Safety requirements of the Scope of Work, Exhibit "A", and the Safety and Human Resources Policies in Exhibit'B" hereto. 21. Smoking Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with OCSD Smoking policy will be cause for removal of offending personnel from the site, termination of the Contract, or both. 22. Drug-Free Workplace All employees of Company who will perform work under this Contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357. 23. Assignments Neither this Contract nor any interest herein or any claim hereunder may be assigned by Company either voluntarily or by operation of law, nor may all or substantially all of this Contract be further subcontracted by Company without the prior written consent of OCSD. Orange County Sanitation Distinct 4 of 8 Specification No. C-2013-565BD Return to Mende Report 24. Attorney's Fees If any action at law or in equity is necessary to enforce or interpret the terms cf this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to any other relief to which it may be entitled. 25. Permits. Ordinances and Regulations Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract shall be paid by Company. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory body inspectors shall be paid by Company. 26. Compliance With Law Company warrants that under the performance of this Contract, it shall comply with all applicable federal, state and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Contract, Company shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Company shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation; and selection for training, including apprenticeship. 27. Disputes 27.1 This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. Pending final resolution of a dispute hereunder, Company shall proceed diligently with the performance of this Contract and in accordance with OCSD's decision. 27.2 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 27.3 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 28. Right to Review Services. Facilities. and Records 28.1 OCSD reserves the right to review any portion of the Services performed by Company under this Contract, and Company agrees to cooperate to the fullest extent possible. Company shall furnish to OCSD such reports, statistical data, and other information pertaining to Company's Services as shall be reasonably required by OCSD to carry out its rights and Orange County Sanitation District 5 of 8 Specification No. C-2013-565BD Return to Mende Rom responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. 28.2 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Company shall not relieve Company of any obligation set forth herein. 29. Severability Any provision of this Contract which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 30. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. 31. Breach Any breach by Company to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 32. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage determination made by the Director of Industrial Relations pursuant to California Labor Code part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public contracts are part of this Contract to the same extent as though set forth herein and will be complied with by Company. Company shall not pay less than the prevailing wage. 33. South Coast Air Quality Management District's (SCAQMD) Requirements In addition to the requirements in Exhibit "A" hereto, it is Company's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 34. Familiarity with Work By executing this Contract, Company warrants that: 1)it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3)it understands the facilities, difficulties and restrictions of the work under this Contract. Should Company discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Company's risk, until written instructions are received from OCSD. 35. Damage to Property Any property, OCSD's or property at the OCSD sites or locations, damaged by Company, any subcontractor, or by the personnel of either will be subject to repair or replacement by Company at no cost to OCSD. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Company. 37. Non-exclusive Agreement This Contract is a non-exclusive agreement. OCSD reserves the right to enter into agreements with one or more companies in order to secure these Services. Orange County Sanitation District 6 of 8 Specification No. C-2013-565BD Return to Mende Rom 38. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 7 of 8 Specification No. C-2013-565BD Return to Mende Rom 40, Notices All notices under this Contract must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Company: Hill Brothers Chemical Company IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager HILL BROTHERS CHEMICAL COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 8 of 8 Specification No. C-2013-565BD Return to Aaenda Report CONTRACT Regional Odor and Corrosion Control Services (ROCCS) Specification No. C-2013-565BD THIS CONTRACT is made and entered into as of the date it is fully executed 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 US Peroxide, LLC with main offices located at 900 Circle 75 Parkway NW, Suite 1330, Atlanta, Georgia 30339 hereinafter referred to as"Company'collectively referred to as'4he Parties". WITNESSETH WHEREAS, OCSD requires Regional Odor and Corrosion Control Services (ROCCS), specifically under this Contract as ROCCS relates to calcium nitrate, for its sewage treatment process and has prepared Technical Specifications attached hereto and incorporated herein by reference as Exhibit"A" ("Services"); and WHEREAS, Proposals for ROCCS, Specification No.C-2013-565BD were solicited, received and opened on April 23, 2013; and WHEREAS, OCSD has chosen Company to provide ROCCS in accordance with Purchasing Resolution No. OCSD07-04; and WHEREAS, on May 22, 2013 the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Company; and NOW, THEREFORE, in consideration of the premises and agreements hereinafter made and exchanged, Company and OCSD agree as follows: 1. Scope of Work Services are to be performed at the direction of the OCSD Project Manager, MarcoPolo Velasco, or his designee and in accordance with Exhibit "A" for calcium nitrate dosing, application, and field services, and additional program services for dose-site development mobilization and demobilization. 2. Modifications to Scope of Work OCSD shall have the option to modify the Scope of Work at any time for the benefit of the program objectives. 3. Modifications to the Contract This Contract may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both parties. 4. Exhibits Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work/Technical Services Specification Exhibit"B" OCSD Safety and Human Resource Policies Exhibit"C" Bid Pricing Exhibit"C" Signed Acknowledgement of Insurance Requirements 5. Controlling Document In the event of any conflict or inconsistency between the provisions of this Contract and the Exhibits hereto, the provisions of this Contract shall in all respects govern and control. Orange County Sanitation District 1 of 8 Specification No. C-2013-565BD Return to Aaenda Report 6. Performance Time is of the essence in the performance of the provisions hereof. 7. Delivery 7.1 LOCATIONS to be called for by OCSD, deliveries shall be as directed by the OCSD Project Manager and performed as specified in Exhibit "A". Complete orders will be delivered F.O.B. destination. See Exhibit"A"for additional requirements. 7.2 CERTIFICATION OF WEIGHT Delivery weight of material shall be determined by certified scales. Certificates of weight shall be furnished by Company for all loads of chemicals delivered. Loading, hauling and unloading shall be done at the expense of Company. 7.3 ANALYSIS CERTIFICATION Each delivery of chemicals requires a written certified analysis of the chemical delivered. A certified analysis is defined as a statement signed by Company's representative declaring the analysis information is true and accurate. 7.4 OWNERSHIP AND CONTROL Ownership and control of all chemical delivered pursuant to this Contract shall remain solely and exclusively with Company, until complete transfer of possession by delivery to OCSD at the designated locations is made from Company. 8. Quand 8.1 The quantities of chemicals outlined in Exhibit "A" are estimates only. OCSD makes no guarantee as to actual use or quantity of the chemicals identified in Exhibit"A". 8.2 OCSD will pay only for the actual chemicals delivered under this Contract. Certified weight scale tickets shall be provided to OCSD for every delivery and shall contain the tare weight, loaded gross weight and net weight. Amount invoiced will be the total chemical delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying, or clearing the delivery tank. 9. Pricino 9.1 The prices to be paid for the chemicals and related Program Services are: • calcium nitrate and dosing services, at the unit price of$2.28/gallon, delivered plus tax; • calcium nitrate application and field services at a unit price of$160/day; and • calcium nitrate mobilization or demobilization for additional dose-site development for an amount not to exceed $50,000 for the Contract term (first two (2) at$10,000 each). • Delivery of calcium nitrate to Crystal Cove Pump Station at $250/delivery. 9.2 These prices shall remain firm for the duration of the Contract Term. 9.3 California State Sales tax shall not apply to the Service portion or to freight charges. Prices shall include all cartage and taxes except California State Sales Tax. The California State Sales Tax will be paid by OCSD. 10, Invoices 10.1 OCSD shall pay, Net 30 days, upon receipt and approval by OCSD Project Manager, Brian Reed or his designee, of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. 10.2 All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. Orange County Sanitation District 2 of 8 Specification No. C-2013-565BD Return to Mends Report 10.3 All invoices must reference the Purchase Order Number. At a minimum, all invoices shall include a description of the delivery location, the delivery date, the unit price, the weight of product delivered, the percent solution, weight, gallons, actual specific gravity and other parameters used to determine the cost for the shipment. 10.4 Invoices shall be emailed by Contractor to OCSD at the following email address and the Purchase Order number shall be referenced in the subject line: APStaff(a20CSD.com. 11. Contract Term The Services provided under this Contract shall commence upon July 1, 2013 and continue through June 30, 2014. 12. Renewals 12.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year (12 calendar months) periods based upon the criteria set forth in the specifications, Exhibit "A", if mutually acceptable contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 12.2 Renewals may be made through the OCSD Purchase Order Process. 13. Extensions OCSD may extend this Contract on a month-to-month basis for any reason to ensure that the ROCCS Program continues to remain in full compliance with the OCSD goals and specifications. Company shall charge OCSD during the extension period at the same pricing and rates as in the then current tens of the Contract. 14. Termination 14.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Company shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Company for work performed (cost and fee) to the date of termination. Company expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of the Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Company other than for work performed to the date of termination. 14.2 OCSD reserves the right to terminate this Contract immediately upon OCSD'S determination that Company is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in rate, or any other default of the Contract. 14.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Company: 14.3.1 if Company becomes insolvent or files a petition under the Bankruptcy Act; 14.3.2 if Company sells its business; or 14.3.3 if Company breaches any of the terms of this Contract. 14.4 All OCSD property in the possession or control of Company shall be returned by Company to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 15. Indemnification and Hold Harmless Company agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Company, its employees, Orange County Sanitation District 3 of 8 Specification No. C-2013-565BD Return to Mende Report subcontractors or its suppliers, in relation to the rendition of services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Company agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Company. 16. Insurance Company shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached as Exhibit "E"). Company shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Company allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 17. Equipment Loss OCSD will be responsible for any loss or damage to Company-owned equipment, when OCSD determines OCSD is at fault, and will reimburse Company for such loss or damage upon receipt of invoices. 18. Conflict of Interest and Reporting Company shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Contract. 19. Company's Relationship to OCSD Company's relationship to OCSD in the performance of this Contract is that of an independent contractor. The personnel performing Services under this Contract shall, at all times, be under Company's exclusive direction and control, and shall be employees of Company and not employees of OCSD. Company shall pay all wages, salaries and other amounts due its employees in connection with this Contract, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's compensation and similar matters. 20. Safety and Human Resources Policies Contractor shall adhere to the Safety requirements of the Scope of Work, Exhibit "A", and the Safety and Human Resources Policies in Exhibit"B" hereto. 21. Smoking Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with OCSD Smoking policy will be cause for removal of offending personnel from the site, termination of the Contract, or both. 22. Drug-Free Workplace All employees of Company who will perform work under this Contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357. 23. Assignments Neither this Contract nor any interest herein or any claim hereunder may be assigned by Company either voluntarily or by operation of law, nor may all or substantially all of this Contract be further subcontracted by Company without the prior written consent of OCSD. 24. Attorney's Fees If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to any other relief to which it may be entitled. Orange County Sanitation District 4 of 8 Specification No. C-2013-565BD Return to Mende Report 25. Permits. Ordinances and Regulations Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract shall be paid by Company. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory body inspectors shall be paid by Company. 26. Compliance With Law Company warrants that under the performance of this Contract, it shall comply with all applicable federal, state and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Contract, Company shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Company shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation; and selection for training, including apprenticeship. 27. Disputes 27.1 This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. Pending final resolution of a dispute hereunder, Company shall proceed diligently with the performance of this Contract and in accordance with OCSUS decision. 27.2 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS'), or any similar organization or entity conducting an alternate dispute resolution process. 27.3 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 28. Ripht to Review Services. Facilities. and Records 28.1 OCSD reserves the right to review any portion of the Services performed by Company under this Contract, and Company agrees to cooperate to the fullest extent possible. Company shall furnish to OCSD such reports, statistical data, and other information pertaining to Company's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. Orange County Sanitation District 5 of 8 Specification No. C-2013-565BD Return to Mende Report 28.2 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Company shall not relieve Company of any obligation set forth herein. 29. Severability Any provision of this Contract which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 30. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. 31. Breach Any breach by Company to which OCSD does not object shall not operate as a waiver of OCSD'S rights to seek remedies available to it for any subsequent breach. 32. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage determination made by the Director of Industrial Relations pursuant to California Labor Code part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public contracts are part of this Contract to the same extent as though set forth herein and will be complied with by Company. Company shall not pay less than the prevailing wage. 33. South Coast Air Quality Management District's (SCAQMD) Requirements In addition to the requirements in Exhibit "A" hereto, it is Company's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 34. Familiarity with Work By executing this Contract, Company warrants that: 1)it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3)it understands the facilities, difficulties and restrictions of the work under this Contract. Should Company discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Company's risk, until written instructions are received from OCSD. 35. Damage to Property Any property, OCSD's or property at the OCSD sites or locations, damaged by Company, any subcontractor, or by the personnel of either will be subject to repair or replacement by Company at no cost to OCSD. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Company. 37. Non-exclusive Agreement This Contract is a non-exclusive agreement. OCSD reserves the right to enter into agreements with one or more companies in order to secure these Services. 38. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. Orange County Sanitation District 6 of 8 Specification No. C-2013-5658D Return to Aaenda Report 39. Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 7 of 8 Specification No. C-2013-565BD Return to Mende Rom 40, Notices All notices under this Contract must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Company: US Peroxide, LLC IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager US PEROXIDE, LLC Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 8 of 8 Specification No. C-2013-565BD ADMINISTRATION COMMITTEE Neeing Date T1.1 IDir. ....g/. s/22/13 AGENDA REPORT Item Number Item Number z v Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: STATUS OF 2013-14 INSURANCE RENEWALS GENERAL MANAGER'S RECOMMENDATION Approve the 2013-14 "not-to-exceed" quotes for the following insurances: A. Excess General Liability Insurance— Not to Exceed $372,000 B. Excess Workers' Compensation — Not to Exceed $200,000 C. All-Risk Property, Flood and Boiler & Machinery insurance — Not to Exceed $750,000 SUMMARY The Risk Management Division and the Sanitation District's operational insurance broker (Alliant) began the renewal process in January and provided the Administration Committee preliminary quotes in March. This report includes the most recent quotes. The Sanitation District's insurance broker will be at the May Administration Committee meeting to answer any questions regarding these "not-to-exceed" quotes. The Sanitation District budget provides funds for the renewal of the following three major insurances for the operations: 1) Excess General Liability Insurance 2) Excess Workers' Compensation 3) All-Risk Property, Flood and Boiler& Machinery insurance PRIOR COMMITTEE/BOARD ACTIONS May 2012 - The Board approved renewal of the above four policies for the period July 1, 2012 through June 30, 2013. ADDITIONAL INFORMATION 1) Excess General Liability Insurance Program The Sanitation District's Excess General Liability Insurance Program is currently provided through the California Municipal Excess Liability Program (CAMEL) and its Page 1 of 3 sister program, the Alliant National Municipal Liability Program (ANML). The Sanitation District has participated in the CAMEL program since FY 1996-97. This program currently provides the Sanitation District with a $30 million policy of comprehensive coverage for municipal liability, bodily injury and property damage, and personal injury. The program was structured to also include Employment Practices, and Public Officials Errors & Omissions coverage. The $30 million coverage has a self-insured deductible of $250,000 per occurrence and $500,000 deductible for employment practices claims. Since 1997, the Employment Practices portion of coverage has been enhanced from a $2 million sub-limit to the full $30 million policy limit. Actual insurance coverage consists of two separate layers. The first layer is the "Basic" $10 million program with self-insured retention of $250,000. The second layer consists of$20 million of coverage in excess of the first layer of$10 million. The 2013-14 premium is estimated not to exceed is $372,000, approximately 4% over the prior year. 2) Excess Workers' Compensation Insurance The Excess Workers' Compensation insurance coverage is with the California State Association of Counties Excess Insurance Authority (CSAC EIA). The Sanitation District has participated in this program or its predecessor since 2003. Excess Workers' Compensation Program currently provides so-called "Statutory" (unlimited) coverage with a self-insured retention (SIR), or deductible, of$750,000. 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,OOO, for such coverage. 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 estimates. However, historically the CSAC EIA premiums for excess workers compensation have been so much less than competing quotes available to the Sanitation District that if even there were a surcharge, the cost might still continue to be cheaper. The 2013-14 renewal rate for Excess Workers' Compensation Insurance is estimated not to exceed 0.00315 (a 15% increase) or $200,000 based on estimated payroll. Page 2 of 3 3) All-Risk Property, Flood Insurance and Boiler& Machinery Insurance The All-Risk Property, Flood and Boiler/Machinery Insurance Program (Property Insurance) provides for comprehensive coverage for most of the Sanitation District's real and personal property regarding virtually all perils including fire, flood, and business interruption. The Boiler & Machinery insurance 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 Sanitation District previously carried earthquake insurance as part of its Property Insurance, but in the last few years earthquake insurance has been impossible to obtain or not cost-effective. Currently, the Sanitation District has earthquake insurance only in connection with some of its buildings under construction. Current Property Insurance limits are $1 billion for most perils other than flood and earthquakes, and $300 million for flood, with many sub-limits for various situations. In order to reach $1 billion in limits, the broker had to arrange for nearly a dozen different layers of insurers. The SIR is $250,000 per occurrence for most types of losses. Since the late 1990's, the Property Insurance has been with a nationwide joint purchase property insurance program called Public Entity Property Insurance Program (PEPIP), one of the world's largest property programs. It is important to note that this joint purchase property insurance program offers the purchasing power of numerous large public entities without the pooling or sharing of coverage or losses. The 2013-14 renewal rate for All-Risk Property, Flood and Boiler Insurance is estimated not to exceed $750,000, a 40% increase over the prior year. This large rate increase is not related to any Sanitation loss history but to a recent change in market conditions as a result of various worldwide loses, specifically related to flooding. Additionally, there is an increase as a result of the new construction that has finished and now needs to be insured. The Sanitation District and its Broker are working to reduce this estimate. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A Page 3 of 3 ADMINISTRATION COMMITTEE Needng Date TOBd.Of Dlr. 0108113 OS/22/13 Item AGENDA REPORT N Number Item umber 3 Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: AUTHORIZE AN INCREASE TO PROJECT NO. SP-103, SPECIFICATION NO. CS-2012-518BD-R, FOR THE PIPING AND INSTRUMENTATION DIAGRAMS, REDRAW GENERAL MANAGER'S RECOMMENDATION Authorize an additional amount of$275,000 to Project No. SP-103, Specification No. CS- 2012-518BD-R, increasing the total not to exceed amount to $525,000 for completion of the Piping and Instrumentation Diagrams (P&IDs). SUMMARY On May 23, 2012, the Orange County Sanitation District ("District") entered into Agreements to redraw approximately 850 obsolete P&IDs. These drawings are used by Operations & Maintenance staff to provide process control strategies and troubleshoot process issues, and by the Engineering staff for project design. In order to determine the overall level of effort and cost to complete this project, the effort was separated into two phases. The initial phase (850 drawings) was for only those drawings related one portion of the treatment plants. Based on the drawings that have been completed during this initial effort, staff has determined the efficacy of the effort and the average cost ($300/drawing). Staff has identified a final 915 drawings that require conversion. At the end of this contract, all obsolete drawings will be converted. PRIOR COMMITTEE/BOARD ACTIONS May 2012 —Awarded a Professional Agreement Contract to TDI Consulting and Brown & Caldwell for P&ID Redrawing Project, Specification No. CS-2012-518BD-R with an aggregate amount not to exceed $250,000 ADDITIONAL INFORMATION From 1995 until July 2010, the District's engineering standard for Computer Assisted Design (CAD) was Intergraph's Plant Design System (PDS) and was used to create and manage approximately 1,200 P&ID drawings. The District's PDS software is obsolete and unsupported. Since July 2010, the District's engineering CAD standard is now AutoCAD, a more mainstream industry standard. All existing P&ID drawings are being Page 1 Of 2 converted to the new AutoCAD standard. This includes some long-standing Capital Improvement Projects that are delivering P&IDs using PDS per the standard that was in place at the time of the contract. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the District's Delegation of Authority. This item has been budgeted as SP-103. There is no increase in project budget. Page 2 0(2 ADMINISTRATION COMMITTEE Needn9 Date TOBd.Of Dlr. 04/10/13 OS/22/13 AGENDA REPORT Item Number Item Number 2 19 Orange County Sanitation District FROM: James Herberg, General Manager Originator: Jeff Reed, Director of Human Resources SUBJECT: TEMPORARY EMPLOYMENT SERVICES GENERAL MANAGER'S RECOMMENDATION A. Authorize the General Manager to enter into contracts for Temporary Employment Services (Specification No.CS-2009-421BD) for a total amount not to exceed $364,000 per year, for a one-year period (July 1, 2013 through June 30, 2014), with a one-year renewal option with the following temporary service firms; and, 1. Aerotek Inc.: (General, Engineering, Laboratory) 2. AooleOne Emolovment Services: (General) 3. Material and Contract Services - Procurement Services Associates: (Contract Services) 4. On Assignment Staffing Services- Lab Support: (Laboratory) 5. TEG Staffing: (Human Resources) 6. TekSvstems: (Technical) 7. Project Partners: (Technical) 8. Xvon Business Solutions: (Technical) 9. Robert Half. Inc. (General) 10. Procurement Services Associates B. Approve an annual contingency of$36,000; and, C. Authorize the General Manager to add or delete such firms as necessary to meet work requirements as identified by the Human Resources Department; and D. Direct the General Manager to obtain prior approval of the Administration Committee before exceeding $100,000 with any one of the above-listed temporary service firms. SUMMARY ( Orange County Sanitation District's (OCSD) strategic staffing plan includes utilizing full-time and part-time regular employees, contract employees, and temporary employees. This report specifically focuses on temporary services employees who are utilized as a supplement to the regular workforce for accommodating workload demands and workflow fluctuations. Page 1 of 4 ( The key advantage associated with temporary staffing is flexibility, since temporary employees are used for adjusting staffing levels quickly and for a limited timeframe. Temporary services are utilized for filling approved budgeted positions due to illness, vacations, leaves of absence, and vacant open positions; in addition, temporary services are also used for approved special projects and budgeted capital improvement projects (CIP) that are non-engineering related. ( In June 2004, the Board of Directors awarded contracts for Temporary Employment Services for a period of one year, renewable for a period of four years. The Board of Directors authorized staff to utilize a combination of several firms to supply temporary services to OCSD in order to provide staffing flexibility and to comply with the OCSD Purchasing Resolution. These contracts expired on June 30, 2009. PRIOR COMMITTEE/BOARD ACTIONS ( April 2013 — Administration Committee approved to recommend to the Board of Directors to authorize the General Manager to enter into contracts for Temporary Employment Services (Specification No.CS-2009-421BD) for a total amount not to exceed $364,000 per year, for a one-year period (July 1, 2013 through June 30, 2014), with a one-year renewal option with the prior-listed temporary service firms; ( May 2012 — Board approved entering into contracts for Temporary Employment Services (Specification No. CS-2009-421BD) with temporary service firms for a total amount of $405,000 per year, for a one-year period (July 1, 2012 through June 30, 2013), with a one-year renewal option. A $45,000 increase had been added to the projected budget as a contingency fund for unplanned staffing needs that adversely impacted OCSD staffing resources. ( December 2011 — Board approved to increase the current Temporary Employment Services (Specification No. CS-2009-421BD) funding of $150,000 by $119,000 with temporary service firms for a new total amount not to exceed $300,000 for the remainder of the fiscal year (through June 30, 2012). ( June 2011 — Board approved entering into contracts for Temporary Employment Services (Specification No. CS-2009-421BD) with temporary service firms for a total amount of $126,000 per year, for a one-year period (July 1, 2011 through June 30, 2012), with a one-year renewal option. A $24,000 increase had been added to the projected budget as a contingency fund for unplanned staffing needs that adversely impacted OCSD staffing resources. ( June 2009 - Board approved entering into contracts for Temporary Employment Services (Specification No. CS-2009-4218D) with temporary service firms for a total amount of $450,000 per year, for a one-year period (July 1, 2009 through June 30, 2010), with a one-year renewal option. A $50,000 increase had been added to the projected budget as a contingency fund for unplanned staffing needs that adversely impacted OCSD staffing resources. Page 2 of 4 ( May 2004 — Board approved entering into contracts for Temporary Employment Services for: (1) Authorize staff to establish contracts for Temporary Employment Services, Specification No. S-2004-181131), with temporary service firms for a one year period, July 1, 2004 through June 30, 2005, for a total amount not to exceed $1,700,000 per year; and (2) Authorize staff the option of four additional one year contract renewals, cancelable at any time, for a total amount not to exceed $1,700,000 per year; and, (3) Authorize staff to enter into these contracts with temporary service firms, as identified by the Human Resources Department, with the authorization to add or delete such firms to meet District work requirements. ADDITIONAL INFORMATION The proposed FY13/14 Operating budget for temporary services is $400,000 for unplanned staffing needs that adversely impact OCSD staffing resources such as Leaves of Absences (LOA's), promotions, and separations of employment. The contingency fund is being requested based on prior committee actions mentioned above where staff had to request periodic increases for the use of temporary services for CIP projects. This was due to CIP projects being initiated and approved by the Board during the fiscal year; however, appropriate staffing was not pre-planned during the initial budget process. There are approximately 4 temporary employees currently assigned to OCSD working predominantly on general administrative support and Information Technology assignments. Information Technology utilizes temporary staffing to support streamlining and automating of processes throughout the agency so that budgeted headcount does not need to be increased; in addition, the appropriate technical specialists can be utilized to augment existing skill sets as needed and for a limited time. The Facilities Engineering and Maintenance divisions are utilizing temporary staffing while current full time staff are away due to disability leaves of absence. OCSD currently utilizes 9 temporary services agencies to provide temporary workers on an as-needed basis to accomplish OCSD work requirements. The cost of a temporary employee includes the temporary's hourly rate. A mark-up rate is the "payment" to the temporary agency to cover the benefits provided to the temporary worker and overhead costs of the temporary agency. The mark-up rates for the current temporary agencies utilized by OCSD range from 30% to 70%. OCSD anticipates utilizing additional technical agencies in the future to meet departmental needs; therefore, staff is requesting authorization to enter into similar temporary services agreements with other providers without having to return to the Board to approve each additional staffing agency. Human Resources staff interviews each temporary agency prior to entering into a contract for services to ensure administrative requirements are met for doing business with OCSD. Temporary agencies work with Purchasing to sign applicable forms and agree to the proper insurance and employment practices prior to entering into a contract with OCSD. The Page 3 of 4 contract includes specific information related to work hours, billing rates, invoicing and payment, confidentiality, etc. Temporary Services Account Budget History Fiscal Year Amount 2013 —2014 $ 400,000 2012 —2013 $ 450,000 2011 —2012 $ 300,000 2010 —2011 $ 424,200 2009—2010 $ 760,020 2008 -2009 $1,700,000 2007-2008 $1,700,000 SERVICE PROVIDERS 2011-12 2012-13 YTD AEROTEK $ 143,289 $ 48,988 APPLEONE $ 64,308 $ 95,770 THE CREATIVE GROUP $ 36,495 $ 55,776 PROJECT PARTNERS $ 25,425 $ - TEG STAFFING, INC. $ 8,333 $ - TEKSYSTEMS $ 22,672 $ 49,986 LAB SUPPORT $ - $ 24,955 TOTAL $ 300,521 $ 275,475 CEQA N/A BUDGETIDELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS The following attachment(s) are provided in hard copy and may also be viewed on-line at the OCSD website(mn .ocsd.coml with the complete agenda package and attachments: ( Draft Temporary Services Agreement (7 Pages) Page 4 of 4 Return to Mende Report TEMPORARY SERVICES AGREEMENT THIS AGREEMENT is made and entered into, to be effective July 1, 2012 by and between ORANGE COUNTY SANITATION DISTRICT having a principal place of business at 10844 Ellis Avenue, Fountain Valley, California, 92708 (hereinafter referred to as "OCSD") and having a principal place of business at (hereinafter referred to as "Company"), collectively referred to as the"Parties". Company represents that it has expertise providing Support Staffing services ("Services"). Based on Company's expertise and experience, OCSD wishes to temporarily engage the Services of Company, and in consideration of the covenants and agreements set forth herein,the Parties agree as follows: 1. Engagement of Company a. OCSD hereby engages Company to provide Assigned Employees to perform Services and Company accepts the engagement, and agrees to provide the Assigned Employees to perform Services upon the terms and conditions set forth herein. OCSD agrees that it is responsible for managing the work and work product assigned to the Assigned Employees. Notwithstanding the foregoing, the Assigned Employees shall be employees of Company, and Company shall remain the legal employer of the Assigned Employees placed with OCSD for all purposes, including responsibility for (i) hiring, evaluating, rewarding, terminating or disciplining the Assigned Employees; (ii) paying all federal, state, and local labor and employment taxes; and (iii) calculation of wages, and unemployment and workers compensation insurance. b. The services provided by SERVICE PROVIDER under this Agreement shall not create an employer/employee relationship. c. SERVICE PROVIDER, all its employees, officers, independent contractors,and/or agents shall only be entitled to the compensation provided for in this Agreement and shall not be eligible to receive any other benefits from OCSD. d. Company shall be responsible for providing, at Company's expense, worker's compensation or other insurance as well as all licenses and permits usual or necessary for conducting the Services hereunder. Company shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Company hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Company's breach of this provision. 2. Assigned Employees a. Assigned Employees are defined as the person or persons employed by the Company and temporarily assigned to OCSD to perform temporary Services as described under this Agreement. b. Company shall be responsible for assigning employees as exempt or nonexempt per the Guidelines set by the Federal Government. Exempt employees will not be eligible for overtime nor will their pay be deducted for absences of less than one day. c. OCSD reserves the right to require Assigned Employees to sign an acknowledgement as to their understanding that they are employees of the Company and not of OCSD and that they shall not be entitled to any benefits accorded to those individuals listed on OCSD'S payroll. Temporary Services Agreement 1 of 7 Orange County Sanitation District Return to Mends Report 3. Work Hours Company shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9180 schedule which is eight(8)—nine(9)hour days and one (1)-eight(8)hour day in a two week period at the discretion of OCSD. Additional hours above the forty (40) hours per week or eighty (80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m.to 5:00 p. m,with one hour set aside each of these days as non-compensated personal time. Company agrees to act in good faith for the duration of the Agreement unless terminated sooner in accordance with the provisions of this Agreement. 4. Company's Representations In the performance of the Services under this Agreement, Company shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence. Company agrees to comply with all applicable Federal, State and local laws and regulations. 5. Billing Rates a. At the time Company submits resumes to OCSD for consideration, Company shall be required to supply the billing rates of each of the candidates. Billing Rates shall be in accordance with the hourly rate billing range in Exhibit B. b. OCSD reserves the right to negotiate billing rates with Company. OCSD, at its sole discretion, shall be the determining party as to whether billing rates submitted are acceptable for any position required. c. Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 6. Invoicing and Payment a. Company shall submit invoices to OCSD'S Accounts Payable Division on a monthly basis for Services performed. Company shall support each invoice with time sheets, approved by OCSD, for Services performed. Invoices shall include the Purchase Order Number and shall be submitted for approval to OCSD at the above-referenced address. After OCSD has approved the invoice, payment will be due within thirty (30) days of receipt of the invoice. b. OCSD shall have fifteen (15)days after the date of invoice receipt to contest in good faith the amounts and items charged. If uncontested amounts remain unpaid for thirty (30) days or more, Company may discontinue Services until such amounts are paid. c. Company acknowledges and understands that Company, all of its employees, officers, independent contractors, and/or agents shall only be entitled to payments for Services performed and shall not be entitled to any other benefits from OCSD. 7. Agreement Period a. Services to be provided by Company under this Agreement shall commence on and run through b. OCSD reserves the right to renew this Agreement annually for up to four (4) additional years upon approval and written agreement of OCSD and Company. OCSD makes no obligation to extend or renew. All renewals may be exercised through the Amendment and Purchase Order process. Temporary Services Agreement 2 of 7 Orange County Sanitation District Return to Mends Report 8. Billing Reports Company shall be required to submit a report each month to OCSD'S Human Resources Department that includes Assigned Employee(s)name(s), project number(s), bill rate(s), pay rate(s)and hours worked. 9. Expenses OCSD shall reimburse Company for reasonable out-of-pocket expenses incurred by Assigned Employees required and actually incurred in performing services, provided the Company and/or Assigned Employees have obtained OCSD's prior written approval and submits supporting documentation satisfactory to OCSD. If Assigned Employees are required to travel, they must first obtain Company and OCSD'S written consent. Time spent in local travel to and from home to OCSD'S plant sites shall not be considered time worked and shall not be compensated. 10. Audit Rights Company agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Company relating to the invoices submitted by Company pursuant to this Agreement. if. Ownership of Intellectual Property a. Company agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OCSD as its sole and exclusive property. Company agrees to promptly disclose to OCSD all such New Developments. Upon OCSD'S request, Company agrees to assist OCSD, at OCSD'S expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. Company agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and Confidential Information. b. Company warrants that Company has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. 12. Confidentiality and Non-Disclosure a. Company acknowledges that in performing the Services hereunder, OCSD may have to disclose to Company orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. As used herein, the term "Confidential Information" means any scientific or technical data, marketing, operating, financial, business or any other information, design, process, procedure, formula or improvement in written, printed, graphic, or electronically recorded materials, that is commercially valuable to OCSD and not generally known in the industry. Company further acknowledges that the Services and any deliverables may incorporate Confidential Information. Company agrees that all items of Confidential Information are proprietary to OCSD and shall remain the sole property of OCSD. b. Company agrees as follows: i. To use the Confidential Information only for the purposes described herein;to not reproduce the Confidential Information; to hold in confidence and protect the confidential Information from dissemination to and use by anyone not a party to Temporary Services Agreement 3 of 7 Orange County Sanitation District Return to Aaenda Report this Agreement; and to not use the Confidential Information to benefit itself or others. ii. To restrict access to the Confidential Information to personnel of Company who (i) have a need to have such access and (if) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. iii. To return all Confidential Information in Company's possession upon termination of this Agreement or upon OCSD'S request,whichever occurs first. iv. To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. c. The provisions of this Paragraph shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 13. Insurance Company shall purchase and maintain, throughout the life of this Agreement, disability insurance as well as other insurance as defined in the Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "A"). Company shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD. Failure to maintain required insurance coverage shall result in termination of this Agreement. 14. Indemnification To the fullest extent permitted by law, Company shall indemnity, defend, protect and hold harmless OCSD and all of OCSD's officials, officers, directors, employees, consultants, and agents (collectively the "Indemnified Parties"), from any and against any and all claims, damages, liabilities, causes of action, suit, arbitration award, losses, judgments, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees, disbursements and court costs; individually, a "Claim"; collectively, "Claims") which may arise from, result from, or are related to Company's negligence, recklessness, or willful misconduct in performing the Services, or any breach or failure of Company to perform its Services contained in this Agreement. 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. 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." 15. Smoking Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with OCSD Smoking policy will be cause for removal of offending personnel from the site, termination of the Agreement,or both. 16. Warrantees There are no warranties,expressed or implied, except as expressly set forth herein. 17. Conflict of Interest Company affirms that to the best of its knowledge there exists no actual or potential conflict between Company's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. Temporary Services Agreement 4 of 7 Orange County Sanitation District Return to Aaenda Report 18. No Solicitation of Employees No referral fee will be paid to Company for a referral which leads to the employment of the candidate with the OCSD if such employment commences more than ninety(90)days after the date stamp appearing on the candidate's resume submitted by or through Company, unless written extension has been given by OCSD'S Human Resources Department. 19. Termination a. OCSD reserves the right to tenninate this Agreement, in whole or in part, without cause, at any time, by written notice to Company. Upon receipt of a termination notice, Company shall immediately discontinue all work under this Agreement(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Company for work performed (cost and fee)to the date of termination. Company expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of the Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Company other than for work performed to the date of termination. b. OCSD reserves the right to end an assignment with Assigned Employee(s), without or without cause, at any time by notifying Company and Company shall replace the assigned employee if requested by OCSD. In terminating an assignment with one or more Assigned Employee(s), OCSD shall not discriminate on the basis of race, religion, national origin, gender or other unlawful basis. In the event such termination is effected, the Assigned Employee shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). c. OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to Company: I. if Company becomes insolvent or files a petition under the Bankruptcy Act; or ii. if Company sells its business;or iii. if Company breaches any of the terms of this Agreement; or iv. if such breach is capable of cure and if the Company fails to cure the default within thirty(30)days. d. All OCSD property in the possession or control of Company shall be returned by Company to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 20. Damage to OCSD's Property Any OCSD property damaged by Company will be subject to repair or replacement by Company at no cost to OCSD. 21. Drug-Free Workplace Company and all its employees and sub-consultants must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357. 22. Governing Law a. This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. Temporary Services Agreement 5 of 7 Orange County Sanitation District Return to Mende Rom b. In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange,with a right of appeal from anyjudgment issued therein. 23. Mod cations This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 24. Assignment This Agreement and the rights, duties, and obligations hereunder may not be assigned by Company without the prior written consent of OCSD. 25. Partial Invalidity Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 26. Nonexclusive Agreement This Agreement is not exclusive to Company. OCSD reserves the right to enter into similar or like agreements with other companies. 27. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. This Agreement is intended by the Parties as the final expression of their agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. 28. Notices Any notice required to be given hereunder shall be deemed to have been given either when served personally, by facsimile, or when sent by first class mail addressed to the Parties at the addresses set forth in this Agreement: DISTRICT: Chris Yates, C.P.M., CPPB Senior Buyer Orange County Sanitation District Temporary Services Agreement 6 of 7 Orange County Sanitation District Return to Aaenda Report 10844 Ellis Avenue Fountain Valley, CA 92708 COMPANY: IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above at Fountain Valley, California. ORANGE COUNTY SANITATION DISTRICT Dated: By: Contracts/Purchasing Supervisor Dated: By Print Name and Title IRS Employer's I.D. Number \1) 'V Temporary Services Agreement 7 of 7 Orange County Sanitation District