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HomeMy WebLinkAbout06-22-2016 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, June 22, 2016 Regular Meeting of the b _ 6:00 P.M. BOARD OF DIRECTORS Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER INVOCATION AND PLEDGE OF ALLEGIANCE (Dave Shawver, City of Stanton) ROLL CALL AND DECLARATION OF QUORUM (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room)and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: Employee Service Awards REPORTS: The Board Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the regular Board of Directors Meeting held on May 25, 2016. 06/2212016 OCSD Board of Directors Agenda Page 1 of 6 2. IRVINE RANCH WATER DISTRICT SOLIDS AGREEMENT EXTENSION (Rob Thompson) RECOMMENDATION: Approve Amendment No. 1 to the Agreement for Transfer of Wastewater Solids Residuals between the Irvine Ranch Water District (As Successor to County Sanitation District No. 14) and Orange County Sanitation District, transferring solids from Irvine Ranch Water District's Michelson Water Recycling Plant to the Orange County Sanitation District Wastewater System and reimbursing the Orange County Sanitation District for its costs, in a form approved by General Counsel. 3. OWNER CONTROLLED INSURANCE PROGRAM (OCIP) ADMINISTRATOR'S CONTRACT PAYMENT (Celia Chandler) RECOMMENDATION: A. Authorize an increase of $100,000 to the current FY 2015-2016 budget of $150,000, increasing the total amount to not exceed $250,000 for the Owner Controlled Insurance Program Administrator (Aon Risk Services West, Inc.); and B. Authorize a not-to-exceed annual amount of$250,000 in the budget for the Owner Controlled Insurance Program Administrator (Aon Risk Services West, Inc.), for the following three (3) fiscal years thereafter. RECEIVE AND FILE: These items require no action;and without objection, will be so ordered by the Board Chair. 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF MAY 2016 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of May 2016. 5. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following standing committees: A. Operations Committee meeting of May 4, 2016 B. Administration Committee meeting of May 11, 2016 C. Legislative and Public Affairs Committee meeting of May 10, 2016 D. Steering Committee meeting of May 25, 2016 06/22/2016 OCSD Board of Directors Agenda Page 2 of 6 OPERATIONS COMMITTEE: 6. ON-CALL CONTRACTOR SUPPORT SERVICES (Ed Torres) RECOMMENDATION: Approve Amendment No. 1 to the On-Call Contractor Support Services Contract, Specification No. S-2011483BD, with Jamison Engineering Contractors, Inc., providing for construction support, extending the contract period for a four month period from July 1, 2016 to October 31, 2016, with no increase to the contract amount. 7. PLANT WATER SYSTEM REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-101 (Rob Thompson) RECOMMENDATION: Approve a project budget increase of $150,000 for Plant Water System Rehabilitation at Plant No. 2 included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18 scheduled to be approved at the June 22, 2016 Board of Directors meeting. 8. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Services Agreement with LSA Associates, Inc. to provide environmental services for the preparation of a California Environmental Quality Act compliant document for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 for an amount not to exceed $420,927; and B. Approve a contingency of$42,093 (10%). 9. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Design Services Agreement with HDR, Inc. to provide architectural and engineering design services for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, for an amount not to exceed $11,785,709; and B. Approve a contingency of$1,178,571 (10%). 06/22/2016 OCSD Board of Directors Agenda Page 3 of 6 ADMINISTRATION COMMITTEE: 10. IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISE ONE) ANNUAL SUBSCRIPTION AND SUPPORT (Lorenzo Tyner) RECOMMENDATION: A. Authorize purchase of an annual licensing and maintenance agreement for IBM Maximo and WebSphere software and support using Dataskill, Inc. in the amount of$180,166.41 for one year; and B. Approve a contingency of$36,033 (20%)for additional licenses identified in the current Maximo implementation plan. 11. FY 2016-17 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 16-10 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges for the FY 2016-17 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority." 12. GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2016-17 (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 16-11 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2016-17, for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." NON-CONSENT CALENDAR: 13. PROPOSED FY 2016-17 AND 2017-18 BUDGET (Lorenzo Tyner) RECOMMENDATION: Approve proposed Operating, Capital, Debt/COP Service and Self-Insurance Budgets for FY 2016-17 and 2017-18 as follows: 2016-17 2017-18 Net Operations, Maintenance &Working Capital $146,356,520 $149,854,390 Worker's Compensation Self Insurance 1,090,000 1,130,000 General Liability and Property Self-Insurance 1,390,000 1,450,000 Net Capital Improvement Program 171,290,000 137,989,000 DebVCOP Service 86,664,000 83,119,000 Reduction of Long Term Obligations 65,000,000 - Intra-District Joint Equity Purchase/Sale(') 3,400,000 1,700,000 TOTAL $475.190.520 $375.242.390 (uCash to/from Revenue Area 14(RA14)in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15). 06/22/2016 OCSD Board of Directors Agenda Page 4 of 6 AB 1234 REPORTS: INFORMATION ITEMS: None. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potential litigation,orpersonnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: Laura Kalty, Chief Negotiator from Liebert Cassidy Whitmore; James Herberg; Robert Ghirelli; Celia Chandler; and Andrew Nau. Employee Organizations: Supervisor & Professional Management Group (SPMT), International Union of Operating Engineers Local 501 (Local 501), and Orange County Employees Association (OCEA). (2) ANTICIPATED LITIGATION (Government Code Section 54956.9(d)(2)) Significant Exposure to Litigation pursuant to paragraph (2) of subdivision (d) of Section 54956.9. Number of Potential Cases: 1 Claim for Damage or Injury from Steven and Jennifer Gates RECONVENE IN REGULAR SESSION. 06/22/2016 OCSD Board of Directors Agenda Page 5 of 6 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the Regular Board of Directors Meeting on July 27, 2016 at 6:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda 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, and on the Sanitation District's website at www.ocsd.com, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors, are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A.Lore Clerk of the Board (714)593-7433 k1ore0locsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberg(olocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rahirelliaocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomuson0ocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(olocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 INnenco ocsd.cem Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandler((domd.com Director of Operations 8 Maintenance Ed Torres 714 593-7080 etorres omd.com 06/22/2016 OCSD Board of Directors Agenda Page 6 of 6 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING May 25, 2016 �OJNjy SANII'gTjQy Q ? ¢ c, o � Fcl�N FIE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 512 512 01 6 Minutes of Board Meeting Page 1 of 11 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was held on May 25, 2016, at 6:03 p.m., in the Administration Building. Director Ellery Deaton delivered the invocation and led the Pledge of Allegiance. The Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X John Nielsen, Chair Allan Bernstein X Gregory Sebourn, Vice Chair Doug Chaffee X Tom Beamish Tim Shaw X Steven Choi Lynn Schott X Keith Curry Scott Peotter X Ellery Deaton Sandra Massa-Lavitt X Joy Neugebauer Al Krippner X James M. Ferryman Bob Ooten Steven Jones X Kris Beard Jim Katapodis X Erik Peterson X Robert Kiley Michael Beverage X Peter Kim Michele Steggell X Lucille Kring Jordan Brandman X Greg Mills Diana Fascenelli X Richard Murphy Shelley Hasselbrink X Steve Nagel Cheryl Brothers Glenn Parker X Cecilia Hupp X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy X Michelle Steel Shawn Nelson A Sal Tinajero David Benavides X Chad Wanke Constance Underhill X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager, Bob Ghirelli, Assistant General Manager; Rob Thompson, Director of Engineering; Jim Colston, Director of Environmental Services; Lorenzo Tyner, Director of Finance & Administrative Services; Celia Chandler, Director of Human Resources; Ed Torres, Director of Operations and Maintenance; Kelly Lore, Clerk of the Board; Bob Bell; Marc Brown; Jennifer Cabral; Don Cutler; Mark Dorman; Dean Fisher; Al Garcia; Tina Knapp; Randy Kleinman; Mark Manzo; Jeff Mohr; and Paula Zeller. O6/26/2016 Minutes of Board Meeting Page 2 of 11 OTHERS PRESENT: Kendra Carney (Associate General Counsel); Robert Carley; Bob Ooten (Alternate Director CMSD); and Mike Beverage (Alternate DirectorYLWD). PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: Chair Nielsen called upon Jim Colston, Director of Environmental Services, who presented an Employee Service Award to Miriam Angold, Principal Laboratory Analyst— Division 890 (25 years). REPORTS: Chair Nielsen provided a Legislative and Public Affairs Committee update including: OCSD's construction outreach program; a Video RFP that was issued and Save the dates for the OCSD Joint Open House with OCWD August 13 from 10 a.m. to 2 p.m. and the State of the District: Friday, October 14, 2016 at 8am-10am. He further stated that staff is looking into a grant for the AquaCritox project with the Department of Energy. Chair Nielsen stated that on May 171h, OCSD, OCWD and WateReuse staff traveled to Sacramento to meet with the State Water Resources Control Board to discuss the Water Bottle Bill - AB 2022, visit Assemblyman Gordon's office, and Senator Hertzberg's office to discuss SB 163. Chair Nielsen reported the success of the Honor Walk which was held today at 4:00 p.m. The event recognized former Board Chair Troy Edgar and former employees: General Manager Blake Anderson and Environmental Specialist Mary Sue Thompson. Vice-Chair Seboum stated that he had missed the Legislative and Public Affairs meeting this month, but did attend the community meeting on May 10 at Rosary Academy in Fullerton, regarding construction information on the Newhope Sewer Replacement Project. General Manager Jim Herberg introduced Jim Colston, the new Directorof Environmental Services. ELECTIONS: Associate General Counsel Kendra Carney provided instructions and facilitated the election. 1. MOVED, SECONDED, AND DULY CARRIED TO: A. Open nominations for Chair of the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). O6/25/2016 Minutes of Board Meeting Page 3 of 11 Vice-Chair Sebourn nominated Chair John Nielsen as Board Chair to be effective July 1, 2016. Director Beamish seconded. There were no further nominations. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero Chair Nielsen was deemed Chairman of the Board elect. MOVED. SECONDED, AND DULY CARRIED TO: B. Open nominations for Vice-Chairof the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). Chair Nielsen nominated Vice-Chair Sebourn as Board Vice-Chair to be effective July 1, 2016. Director Beamish seconded. There were no further nominations. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero Vice Chair Sebourn was deemed Vice Chairman of the Board elect. CONSENT CALENDAR: 2. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the Regular Board of Directors Meeting held on April 27, 2016. AYES: Beamish; Choi; Curry; Deaton; Ferryman; Kiley; Kim; Kring; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Wanke;Withers; and Yarc NOES: None ABSTENTIONS: Beard (Alternate); Hupp (Alternate); and Mills ABSENT: Tinajero 05 512016 Minutes of Board Meeting Page 4 of 11 3. EXTENSION OF ALTERNATE DISTRICT ENGINEER AGREEMENT WITH COSTA MESA SANITARY DISTRICT (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Authorize the Orange County Sanitation District to extend a lending agreement to contract an Orange County Sanitation District Engineer as Alternate District Engineer to the Costa Mesa Sanitary District, on an as-needed basis from May 25, 2016 through May 24, 2017. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero RECEIVE AND FILE: These items require no action;and without objection, will be so ordered by the Board Chair. 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF APRIL 2016 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of April 2016. 5. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following standing committees: A. Operations Committee meeting of April 6, 2016 B. Administration Committee meeting of April 13, 2016 C. Legislative and Public Affairs Committee meeting of April 11, 2016 D. Steering Committee meeting of April 27, 2016 OPERATIONS COMMITTEE: 6. CONTRACT FOR HYDROGEN PEROXIDE, SPECIFICATION NO. C-2016-752BD (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Award a contract to U.S. Peroxide, LLC dba USP Technologies for the purchase of Hydrogen Peroxide, Specification No. C-2016-752BD, for the period July 1, 2016 through June 30,2017 fora unit price of$1.88 per gallon delivered, plus applicable sales tax, for a total estimated annual cost of $1,020,000 with four one-year renewal options; and B. Approve a unit price contingency of 10%. 05/25/2016 Minutes of Board Meeting Page 5 of 11 AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero 7. ENVIRONMENTAL COMPLIANCE REPORTS (Bob Ghirelli) MOVED, SECONDED,AND DULY CARRIED TO: Receive and file environmental compliance reports: Biosolids Management Compliance Report 2015; Semi- Annual Pretreatment Program Report Fiscal Year 2015/2016 July-December; Annual Greenhouse Gas Emissions Report 2015; and Annual Emission Report 2015. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero 8. BIOGAS SCRUBBING PROCESS IMPROVEMENT (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Authorize staff to negotiate a Sole Source Contract with Carollo Engineers, Inc. for a large-scale pilot testing of a biogas scrubbing process. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero Item No. 9 heard separately. Vice-Chair Sebourn recused himself and left the room during the vote. 9. SURVEYING SERVICES (Dean Fisher) MOVED, SECONDED, AND DULY CARRIED TO: Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant Projects, PSA2016-002, for a three-year period effective June 1, 2016, for an amount not to exceed $200,000 per individual agreement ($800,000 total)with the following four firms: 06/25/2016 Minutes of Board Meeting Page 6 of 11 • Stantec Consulting Services, Inc. • D. Wooley and Associates, Inc. • Michael Baker International • Bush and Associates, Inc. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Shawver; F. Smith; T. Smith; Steel; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Sebourn (Recused); Tinajero ADMINISTRATION COMMITTEE: 10. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD 16-08 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, the Assistant General Manager, or the Director of Operations and Maintenance to Execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and Relevant Permit Applications for Present and Future Disaster Relief Applications; and Repealing Resolution No. OCSD 16-05" AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Shawver; F. Smith; T. Smith; Steel; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Sebourn and Tinajero 11. CONSOLIDATED FINANCIAL REPORT 3R0 QUARTER ENDING MARCH 31, 2016 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Shawver; F. Smith; T. Smith; Steel; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None 05 512016 Minutes of Board Meeting Page 7 of 11 ABSENT: Sebourn and Tinajero 12. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2016 — March 31, 2016. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Shawver; F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Sebourn and Tinajero 13. COOPERATIVE PROCUREMENT WITH THE U.S. GENERAL SERVICES AGREEMENT (GSA) (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Approve purchases of information technology hardware, software, services, and licensing &maintenance agreements using the U.S. General Services Agreement (GSA) IT Schedule 70 through the contract expiration date, December 31, 2019, for a total amount not to exceed $2,500,000, in accordance with OCSD Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Shawver; F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Sebourn and Tinajero 14. 2016 BENEFITS PROGRAM (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve funds to make payments to the healthcare and welfare insurance vendors listed on the following table for the months of July 2016 through December 2016, at which time all benefits will be aligned with the calendar year. R Vendor Plan T pe Not To Exceed Em to ee Benefit S ecialists EBS Medical, Dental,Vision, Em to ee Assistance Pr ram $ 5,650,000 Prudential Basic Life, Short-and Lo -Term Disabilt $ 310,000 The Standard Executive Disabili $ 15,000 TOTAL 1 $ 5,975,000 O6 512016 Minutes of Board Meeting Page 8 of 11 B. Authorize pre-payment for the July 2016 EBS invoice prior to July 1, 2016 to comply with vendor requirement of payment one month in advance; and C. Authorize reallocation in the already approved amount of$115,000 from the FY 2015/16 EBS line item to the Prudential line item. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Shawver; F. Smith; T. Smith; Steel; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Sebourn and Tinajero 15. 2016-17 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: Approve not-to-exceed numbers as follows, with the understanding that the Orange County Sanitation District's insurance broker will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies: 1. Excess liability insurance - $460,506. 2. Excess workers compensation insurance -a rate of$0.332 per$100 of payroll (estimated premium at$218,000). 3. Property and Boiler& Machinery combined - $725.595. 4. Earthquake insurance - $81,131. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Shawver; F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Sebourn and Tinajero Vice-Chair Sebourn returned to the meeting. NON-CONSENT CALENDAR: 16. EXTEND STATED EFFECTIVE PERIOD OF LOCAL SEWER SERVICE CHARGES IN AREA 7 AND AUTHORIZE SUCH CHARGES TO BE COLLECTED ON THE COUNTY TAX ROLL (Lorenzo Tyner) Director of Finance and Administrative Services, Lorenzo Tyner, provided a brief report on the requirements for this Resolution. O6 5/2016 Minutes of Board Meeting Page 9 of 11 MOVED. SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD 16-09, entitled: A Resolution of the Board of Directors of the Orange County Sanitation District Directing the County Tax Collector-Treasurer to include Local Sanitary Sewer Service Charges on the Tax Roll for Fiscal Year 2016-2017, and for Each Fiscal Year Thereafter Unless Otherwise Amended by the Board. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver, F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero 17. AMENDMENT NO. 3, FOR THE OVERHAUL OF CENTRAL GENERATION ENGINE NO. 1 (121) (Ed Torres) Ed Torres, Director of Operations and Maintenance provided a verbal update. Clerk of the Board Kelly Lore, stated an error to the staff recommendation on the agenda. MOVED. SECONDED, AND DULY CARRIED TO: An Approve Amendment No 3 t„ the C:RRtFROt woth Dior_ F=neFg y cr....:..r.,. i i G o010528 1 09 fr.r 016 tarn @h nnnn.. beir 31 2016 far n Rddlt'n nl Amount of $777 A79. 1C inr n IM1nl n n1 nn1 Inn nd $1079,ace.32; and o Approve Amendment No. 3 to the Service Contract with NRG Energy Services, LLC, PO No. 105280-OB, for an additional amount of$335,858 and allocate all of the existing contract amount of $743,524 to overhaul engine No. 3 at Plant 1 for the period January 1, 2016 through December 31, 2016, for a total amount not to exceed $1,079,382.32. AYES: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Hupp (Alternate); Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Peterson (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Steel; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Tinajero O6/26/2016 Minutes of Board Meeting Page 10 of 11 AB 1234 REPORTS: Director Ferryman reported that at the recent OCCOG meeting, Kris Murray (Anaheim) was elected Chairperson, and John Nielsen (Tustin) was elected Vice-Chair. He further notified the Board of upcoming dates for the SARFC and Borders Committee meetings. INFORMATION ITEMS: None. Director Steel departed the meeting at 6:26 p.m. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1): The Board convened in closed session at 6:26 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:31 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Associate General Counsel, Kendra Carney did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: Chair Nielsen and several Directors provided information to the Board of upcoming events taking place in their respective cities/agencies. ADJOURNMENT: At 6:34 p.m. Chair Nielsen adjourned the meeting until the Regular Board Meeting on June 22, 2016 at 6:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board O5/25/2016 Minutes of Board Meeting Page 11 of 11 BOARD OF DIRECTORS Meeting Date TOBd.ofDir. -- O6/22/16 AGENDA REPORT Item Item 2 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: IRVINE RANCH WATER DISTRICT SOLIDS AGREEMENT EXTENSION GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the Agreement for Transfer of Wastewater Solids Residuals between the Irvine Ranch Water District (As Successor to County Sanitation District No. 14) and Orange County Sanitation District, transferring solids from Irvine Ranch Water District's Michelson Water Recycling Plantto the Orange County Sanitation District Wastewater System and reimbursing the Orange County Sanitation District for its costs, in a form approved by General Counsel. BACKGROUND The Irvine Ranch Water District(IRWD) collects wastewaterfrom homes and businesses within its boundaries and transfers some of the collected wastewater to the Orange County Sanitation District (Sanitation District) System for treatment. IRWD also owns and operates the Michelson Water Recycling Plant (MWRP). The MWRP treats the wastewater generated within Revenue Area 14 boundaries that is not transferred to the Sanitation District Wastewater System and produces reclaimed water for use within IRWD's boundaries. The MWRP does not currently have the capability to handle, treat, and dispose of primary and secondary settled solids (Solids). IRWD currently transfers Solids from the MWRP to the Sanitation District Wastewater System for further handling, treatment, and reuse. IRWD has decided to construct the necessary improvements at the MWRP so that the MWRP will be able to handle, treat, and reuse Solids. IRWD anticipates that such facilities will be complete not later than December 31, 2018. These new MWRP facilities will eliminate the need for IRWD to transfer Solids to the Sanitation District Wastewater System, except when the MWRP Solids processing facilities may be shut down due to an emergency. Pending the completion of the proposed MWRP Solids handling facilities, IRWD will need to continue discharging wastewater solids residuals to the Sanitation District Wastewater System on an interim basis. This agreement sets forth the terms and conditions by which IRWD will reimburse the Sanitation District for the costs associated with these activities. Page 1 of 3 RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Actual collection, treatment, and disposal costs per million gallons track budget • Safe beneficial reuse of Biosolids PROBLEM IRWD estimates the new Solids Processing Facilities at MWRP will not be completed by December 31, 2016 and has requested an extension to the existing agreement through December 31, 2018. PROPOSED SOLUTION Extend the agreement to remain in compliance with regulatory requirements. TIMING CONCERNS The current agreement expires December 31, 2016. RAMIFICATIONS OF NOT TAKING ACTION IRWD would not be able to process Solids and operations of MWRP would be adversely affected. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS Carollo Engineers prepared a report setting forth its findings entitled, "IRWD/Sanitation District Biosolids Cost Study (June 2009)" (Carollo Report). The Sanitation District and IRWD have reviewed the Carollo Report and agree that the methodologies set forth therein for determining the costs of handling, treating, and disposing of Solids are equitable. This Agreement is intended to implement Section 8 of the January 1986 Agreement and Section 7 of the February 1986 Agreement by establishing the conditions by which the Sanitation District will allow IRWD to transfer Page 2 of 3 wastewater solids residuals to the Sanitation District Wastewater System during the interim period until the new MWRP Solids handling facilities are constructed. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Amendment No. 1 to Agreement for Transfer of Wastewater Solids Residuals RT:gc Page 3 of 3 AMENDMENT NO. 1 TO AGREEMENT FOR TRANSFER OF WASTEWATER SOLIDS RESIDUALS This Amendment No. 1 to Agreement For Transfer of Wastewater Solids Residuals (this "Amendment")is made and entered into, to be effective the day of 2016,by and between the ORANGE COUNTY SANITATION DISTRICT("OCSD")and the IRVINE RANCH WATER DISTRICT, ("IRWD"). OCSD is a County Sanitation District, organized and existing pursuant to the County Sanitation District Act, California Health & Safety Code Section 4700 et seq. IRWD is a California Water District,organized and existing pursuant to the California Water District Law,California Water Code Section 34000 et seq. OCSD and IRWD are sometimes individually referred to herein as each"Party"and collectively as the "Parties." Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Agreement. RECITALS This Amendment is entered into with reference to the following facts: WHEREAS,the Parties have entered into the Agreement For Transfer of Wastewater Solids Residuals, dated as of April 28,2010 (the"Agreement"); and WHEREAS, Section 7.2 of the Agreement provides that during the Initial Term, IRWD may notify OCSD that the date for completion of the project to construct solids handling facilities at MWRP has been delayed beyond December 31,2016, in which event the Parties shall meet and confer in good faith to enter into an amendment to the Agreement to extend the Initial Term, including consideration of whether the duration of the extension requires any change to the methodology for calculating the interim Solids Handling Charge Capital Component; and WHEREAS, IRWD has notified OCSD that the construction of the solids handling facilities at MWRP by IRWD's contractor is ongoing but completion will not occur prior to the expiration of the Initial Tenn on December 31,2016; and WHEREAS,the Parties have met and conferred and determined that a two-year extension of the Initial Term will accommodate the expected completion of the MWRP solids handling facilities construction contract, and that such duration does not require any change to the current methodology for calculating the interim Solids Handling Charge Capital Component; and WHEREAS,the Parties agree that the definition of"Solids"includes primary and secondary settled material only. 1 AGREEMENT NOW,THEREFORE, in consideration of the mutual promises set forth herein,the Parties agree as follows: Section 1. Extension of Initial Term. (a) Section 6 of the Agreement is amended to read as follows: "Section 6. Initial Term. IRWD may transfer Solids to the OCSD Wastewater System in accordance with the terms of this Agreement from the effective date set forth above until the earlier of(i) the date that the proposed MWRP solids handling facilities are operational and all non- emergency discharges of wastewater solids residuals by IRWD to the OCSD Wastewater System have ceased,or(it)December 31,2018. This period shall be called the `Initial Term." (b)Upon the effective date of this Amendment, Section 7.2 of the Agreement shall be deleted in its entirety. Section 2. Terms of Agreement. Except as expressly amended by this Amendment, all terms and conditions of the Agreement and all attachments and exhibits thereto, shall remain in full force and effect. IN WITNESS WHEREOF,this Amendment has been executed in duplicate in the names of the respective Parties by their duly authorized officers, effective as of the day and year first above written. [Signatures on the following page.] 2 ORANGE COUNTY SANITATION DISTRICT By Chair,Board of Directors By General Manager By Clerk of the Board APPROVED AS TO FORM: BRADLEY R. HOGIN, GENERAL COUNSEL By IRVINE RANCH WATER DISTRICT By President,Board of Directors By General Manager By Secretary APPROVED AS TO FORM: BOWIE, ARNESON, WILES &GIANNONE By 3 BOARD OF DIRECTORS Meeting Dare I TOBA.Of Dir. — O6/22/16 AGENDA REPORT em Number Item Numbe 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: OWNER CONTROLLED INSURANCE PROGRAM (OCIP) ADMINISTRATOR'S CONTRACT PAYMENT GENERAL MANAGER'S RECOMMENDATION A. Authorize an increase of $100,000 to the current FY 2015-2016 budget of $150,000, increasing the total amount to not exceed $250,000 for the Owner Controlled Insurance Program Administrator (Aon Risk Services West, Inc.); and B. Authorize a not-to-exceed annual amount of $250,000 in the budget for the Owner Controlled Insurance Program Administrator (Aon Risk Services West, Inc.), for the following three (3) fiscal years thereafter. BACKGROUND Aon Risk Services West, Inc. (Aon) has been the Orange County Sanitation District's (Sanitation District) Administrator for its Owner Controlled Insurance Program (OCIP) since 2007. The OCIP covers 21 construction projects over a period of 11 years. The construction projects will be completed by December 31, 2017, although ongoing billing from contractors to the Sanitation District will continue thereafter. According to the contract between Aon and the Sanitation District, Aon eams a percentage of OCIP Construction Value (0.3%) as payment for its services (Construction Value is the sum of payments to OCIP contractors made by the Sanitation District). For budgeting purposes, an annual number of $150,000 was set by the Board for the Aon contract based on expected construction costs at that time. As the OCIP nears its conclusion, an increase in construction volume is taking place (mostly due to P1-101, the centrifuge building project) and thus the annual Construction Value is exceeding the annual budget of$150,000. Fiscal Period Construction Value Annual Fee to Aon 2007-2015 $243,779,084 $ 95,906 (average) 2015-2016 $ 70,000,000 (anticipated) $210,000 (anticipated) Aon's contract does not contain an annual cap as their fee is based on 0.3% of the annual Construction Value as paid by Sanitation District. Authorizing an increase in the annual budgeted amount to $250,000 will ensure payment under the existing Aon contract. Approving the subsequent three (3) fiscal years will ensure the Sanitation District can meet its payment obligations beyond the completion date of December Page 1 of 3 2017, since invoicing to the Sanitation District will continue beyond that date. This will not change the terms of the contract with Aon. RELEVANT STANDARDS • Compliance with Ordinance OCSD-47— Purchasing Ordinance • Protection of Orange County Sanitation District assets PROBLEM The Board approved an annual amount of$150,000 for budget purposes. This amount was consistent with projected OCIP cost at the time, but nearing the end of the OCIP, the budgeted amount is no longer sufficient to meet the Sanitation District's contractual obligation. PROPOSED SOLUTION Authorize an additional $100,000 for fiscal year 2015-2016 and increase the subsequent years' amount to $250,000. This does not change the contractual requirement of paying Aon a percentage (0.3%) of OCIP construction value for its services. TIMING CONCERNS Aon's invoice for services rendered in the first quarter of 2016 is pending payment until the increase of $100,000 is authorized. RAMIFICATIONS OF NOT TAKING ACTION Inability to meet the requirements of the contract. PRIOR COMMITTEE/BOARD ACTIONS June 2013: Board approved annual budget and staff executed the current contract with Aon Risk Services West, Inc. for one year, with four one-year renewal options. ADDITIONAL INFORMATION N/A CEQA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 3 of 3 BOARD OF DIRECTORS Meeting Date TOBE.Or Dk. -- O6/22/16 AGENDA REPORT ItemNumber IemNumber a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF MAY 2016 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of May 2016. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended May 31, 2016. RELEVANT STANDARDS • CA Government Code: Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package: • Report on the Investment Transactions for the month ended May 31, 2016 Page 1 of 1 C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/16 Thru 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 05/01/2016 261908107 28,525.00 Dreyfus Shod IntermediateGov Treasury 1.000 0.20% 28,525.00 0.00 28,525.00 0.00 Cash Management Fd521 Purchase 05/03/2016 261908107 2,259.61 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 2,259.61 0.00 2,259.61 0.00 Cash Management Fd521 Purchase 05/03Q016 261908107 1,049.27 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,049.27 0.00 1,049.27 0.00 Cash Management Fd521 Purchase 05/05Q016 261908107 11,354.38 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 11,354.38 0.00 11,354.38 0.00 Cash Management Fd521 Purchase 05/06/2016 261908107 3,581.25 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 3,581.25 0.00 3,581.25 0.00 Cash Management Fd521 Purchase 05/06/2016 261908107 3,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 3,000,000.00 0.00 3,000,000.00 0.00 Cash Management Fd521 Purchase 05/08/2016 261908107 1,577.64 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,577.64 0.00 1,577.64 0.00 Cash Management Fd521 Purchase 05/09/2016 313384Z 0 800,000.00 FHLB Discount Note 99.925 0.34% 799,403.11 0.00 799,403.11 0.00 0.34%Due 7/27/2016 Purchase 05/09/2016 313384ZZ5 1,200,000.00 FHLB Discount Note 99.936 0.29% 1,199,230.50 0.00 1,199,230.50 0.00 0.285%Due 7129/2016 Purchase 05/09/2016 313396YR8 5,000,000.00 FHLMC Discount Nate 99.969 0.23% 4,998,434.72 0.00 4,998,434.72 0.00 0.23%Due 6/27/2016 Purchase 05/11/2016 313588ZP3 3,350,000.00 FNMA Discount Note 99.949 0.27% 3,348,298.47 0.00 3,348,298.47 0.00 0.265%Due 7119/2016 Purchase 05/15/2016 261908107 81,320.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 81,320.00 0.00 81,320.00 0.00 Cash Management Fd521 Purchase 05/15Q016 261908107 11,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 11,000.00 0.00 11,000.00 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 6,250.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 6,250.00 0.00 6,250.00 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 2,500,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 2,500,000.00 0.00 2,500,000.00 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 102,076.23 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 102,076.23 0.00 102,076.23 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 258,320.72 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 258,320.72 0.00 258,320.72 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 203,557.13 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 203,557.13 0.00 203,557.13 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 3,355.33 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 3,356.33 0.00 3,355.33 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 2.104.17 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 2,104.17 0.00 2,104.17 0.00 Cash Management Fd521 Chmdler Asset Management-CONFIDENTIAL Execution Time:6/10Y 0168 M 10 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/16 Thru 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 05/16/2016 261908107 2,742.67 Dreyfus Shod IntermediateGov Treasury 1.000 0.20% 2,742.67 0.00 2,742.67 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 2,374.31 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 2,374.31 0.00 2,374.31 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 1,602.47 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,502.47 0.00 1,502.47 0.00 Cash Management Fd521 Purchase 05/16/2016 261908107 22.89 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 22.89 0.00 22.89 0.00 Cash Management Fd521 Purchase 05/17/2016 261908107 11,806.60 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 11,806.60 0.00 11,806.60 0.00 Cash Management Fd521 Purchase 05/17/2016 261908107 5,200,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 5,200,000.00 0.00 5,200,000.00 0.00 Cash Management Fd521 Purchase 05/1SQ016 261908107 127,788.32 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 127,788.32 0.00 127,788.32 0.00 Cash Management Fd521 Purchase 05/18/2016 261908107 2,158.88 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 2,158.88 0.00 2,158.88 0.00 Cash Management Fd521 Purchase 05/19/2016 261908107 2,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 2,000,000.00 0.00 2,000,000.00 0.00 Cash Management Fd521 Purchase 05/19/2016 313396=9 1,500,000.00 FHLMC Discount Nate 99.929 0.37% 1,498,935.00 0.00 1,498,935.00 0.00 0.36%Due 7/29/2016 Purchase 05/20/2016 261908107 56,250.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 56,250.00 0.00 56,250.00 0.00 Cash Management Fd521 Purchase 05/20/2016 261908107 293.31 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 293.31 0.00 293.31 0.00 Cash Management Fd521 Purchase 05/20/2016 261908107 318.30 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 318.30 0.00 318.30 0.00 Cash Management Fd521 Purchase 05/20/2016 261908107 1.974.24 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,974.24 0.00 1,974.24 0.00 Cash Management Fd521 Purchase 05/20/2016 261908107 75.18 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 75.18 0.00 75.18 0.00 Cash Management Fd521 Purchase 05/20/2016 261908107 1,203.76 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,203.76 0.00 1,203.76 0.00 Cash Management Fd521 Purchase 05/20/2016 313396ZS5 1,000,000.00 FHLMC Discount Note 99.941 0.34% 999,405.00 0.00 999,405.00 0.00 0.34%Due 7/2212016 Purchase 05/20/2016 89233GW3 5,000,000.00 Toyota Mawr Credit Discount CP 99.565 0.88% 4,978,261.10 0.00 4,978,261.10 0.00 0.86%Due 1111 8/2 01 6 Purchase 05Q3Q016 261908107 308,688.89 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 308,688.89 0.00 308,688.89 0.00 Cash Management Fd521 Purchase 05/24/2016 261908107 3,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 3,000,000.00 0.00 3,000,000.00 0.00 Cash Management Fd521 Ch.ndler Asset Management-CONFIDENTIAL Execution Time:all OY 0168:34:10 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/16 Thru 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 05/25/2016 166764BG4 2,500,000.00 Chevron Carp Callable Note Cent 4/15/2021 99.414 2.23% 2,485,350.00 1,312.50 2,486,662.50 0.00 2A%Due 5/16/2021 Purchase 05/25/2016 261908107 1,274.67 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,274.67 0.00 1,274.67 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 6.022.93 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 6,022.93 0.00 6,022.93 0.00 Cash Management Fd521 Purchase 05/25Q016 261908107 1.671.80 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,671.80 0.00 1,671.80 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 646.12 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 646.12 0.00 646.12 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 11,450.16 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 11,450.16 0.00 11,450.16 0.00 Cash Management Fd521 Purchase 05/25Q016 261908107 10,064.80 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 10,064.80 0.00 10,064.80 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 4,674.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 4,674.00 0.00 4,674.00 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 48.26 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 48.26 0.00 48.26 0.00 Cash Management Fd521 Purchase 05Q5Q016 261908107 13,832.89 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 13,832.89 0.00 13,832.89 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 1,097.49 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,097.49 0.00 1,097.49 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 935.29 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 935.29 0.00 935.29 0.00 Cash Management Fd521 Purchase 05Q5Q016 261908107 10,243.44 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 10,243.44 0.00 10,243.44 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 783.56 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 783.56 0.00 783.56 0.00 Cash Management Fd521 Purchase 05/25/2016 261908107 153.67 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 153.67 0.00 153.67 0.00 Cash Management Fd521 Purchase 05/25Q016 261908107 3,188.25 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 3,188.25 0.00 3,188.25 0.00 Cash Management Fd521 Purchase 05/25/2016 69372AFUl 3,000,000.00 Paccar Financial Discount CP 99.963 0.40% 2,998,895.01 0.00 2,998,895.01 0.00 0.39%Due 6/28/2016 Purchase 05/25/2016 912796JC4 4,000,000.00 US Treasury Bill 99.953 0.27% 3,998,119.11 0.00 3,998,119.11 0.00 0.26%Due 7/28/2016 Purchase 05/26/2016 037833BSB 4,000,000.00 Apple Inc Callable Note Cent 1/23/2021 101.271 1.97% 4,050,840.00 23,250.00 4,074,090.00 0.00 2.25%Due 2/23/2021 Purchase 05/27/2016 261908107 2,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 2,000,000.00 0.00 2,000,000.00 0.00 Cash Management Fd521 Chandler Asset Management-CONFIDENTIAL Execution Time:6/10Y 0168 M 10 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/16 Thru 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 05/27/2016 261908107 6,471.11 Dreyfus Shod IntermediateGov Treasury 1.000 0.20% 6,471.11 0.00 6,471.11 0.00 Cash Management Fd521 Purchase 05/27/2016 30231 GAV4 1,485,000.00 Exxon Mobil Corp Callable Note Cent 101.084 1.98% 1,501,097.40 7,699.23 1,508,796.63 0.00 2/1/2021 2.222%Due 3/1/2021 Purchase 05/30/2016 261908107 56,250ol) Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 56,250.00 0.00 56,250.00 0.00 Cash Management Fd521 Purchase 05/31/2016 261908107 83,750.00 Dreyfus Shod-intermediate Gov Treasury 1.000 0.20% 83,750.00 0.00 83,750.00 0.00 Cash Management Fd521 Purchase 05/31/2016 261908107 35,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 35,000.00 0.00 35,000.00 0.00 Cash Management Fd521 Purchase 05/31/2016 261906107 4,000,000.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 4,000,000.00 0.00 4,000,000.00 0.00 Cash Management Fd521 Pumhase 05/31/2016 43814QAC2 1,810,000.00 Honda Auto Receivables 2016-2 A3 99.998 1.40% 1,809,964.89 0.00 1,809,964.89 0.00 1.39%Due 4/15/2020 Subtotal 57,826,088.99 57,847,323.30 32,261.73 57,879,585.03 0.00 Security 05/02/2016 261908107 674.53 Dreyfus Short-Intermediate Gov Treasury 1.000 674.53 0.00 674.53 0.00 Contribution Cash Management Fd521 Security 05/31/2016 912828WUO 43,576ol) US Treasury Inflation Index Note 100D00 43,576.00 0.00 43,576.00 0.00 Contribution 0.125%Due 7/15/2024 Subtotal 44,250.53 44,250.53 0.00 44,250.53 0.00 TOTAL ACQUISITIONS 57,870,339S2 57,891,573.83 32,261.73 57,923,835.56 0.00 DISPOSITIONS Sale 05/09/2016 261908107 6,997,068S3 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 6,997,068.33 0.00 6,997,068.33 0.00 Cash Management Fd521 Sale 05/11/2016 261908107 3,348,298.47 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 3,348,298.47 0.00 3,348,298.47 0.00 Cash Management Fd521 Sale 05/19/2016 261908107 1,498,935ol) Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1p98,935.00 0.00 1p98,935.00 0.00 Cash Management Fd521 Sale 05/20/2016 261908107 4,978,261A0 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 4,978,261.10 0.00 4,978,261.10 0.00 Cash Management Fd521 Sale 05/20/2016 261908107 999,405.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 999,405.00 0.00 999,405.00 0.00 Cash Management Fd521 Sale 05/25/2016 166764AA8 2,000,000ol) Chevron Corp Callable Note Cent 1115117 99.713 1.29% 1,994,260.00 10,426.67 2,004,686.67 95.71 1.104%Due 12/5/2017 Chandler Asset Management-CONFIDENTIAL Execution Time:Wl 000168:34:10 AM C/" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/16 Thru 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Sale 05/25/2016 261908107 481,975.83 Dreyfus Shod Intermediate Gov Treasury 1.000 0.20% 481,975.83 0.00 481,975.83 0.00 Cash Management Fd521 Sale 05/25/2016 261908107 6,997,014A2 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 6,997,014.12 0.00 6,997,014.12 0.00 Cash Management Fd521 Sale 05/26/2016 261908107 4,074,090.00 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 4,074,090.00 0.00 4,074,090.00 0.00 Cash Management Fd521 Sale 05/27/2016 261908107 1,508,796.63 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,508,796.63 0.00 1,508,796.63 0.00 Cash Management Fd521 Sale 05/31/2016 261908107 1,809,964.89 Dreyfus Short-Intermediate Gov Treasury 1.000 0.20% 1,809,964.89 0.00 1,809,964.89 0.00 Cash Management Fd521 Subtotal 34,693,809.37 34,688,069.37 10,426.67 34,698,496.04 95.71 Paydown 05/01/2016 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,18825 0.00 4.251%Due 1/25/2020 Paydown 05/06/2016 62888UAA8 11,047.08 NCUA Guaranteed Note CM02010-R2Due 100.000 11,047.08 307.30 11,354.38 0.00 11/6/2017 Paydown 05/16/2016 161571GC2 0.00 Chase CHAIT Pool#2013-A8 100.000 0.00 2,104.17 2,104.17 0.00 1.01%Due 10/15/2018 Paydown 05/16/2016 3133TCE95 2,226.00 FHLMC FSPC E3 A 100.000 2,226.00 148.31 2,374.31 0.00 2.892%Due 8/15/2032 Paydown 05/16/2016 31348SWZ3 17.57 FHLMC FH 786064 100.000 17.57 5.32 22.89 0.00 2.262%Due 1/112028 Paydown 05/16/2016 3837H4NX9 1,470.30 GNMA Poo1#2000-9 100.000 1,470.30 32.17 1,502.47 0.00 9.5%Due 2/16/2030 Paydown 05/16/2016 477877AD6 98,509.56 John Deere Owner Trust 2014-B A3 100.000 98,509.56 3,566.67 102,076.23 0.00 1.07%Due 11/15/2018 Paydown 05/16/2016 47788MAG4 0.00 John Deere Owner Trust 2016-A A3 100.000 0.00 2,742.67 2,742.67 0.00 1.36%Due 4/1 512 0 2 0 Paydown 05/16/2016 89231 MAC9 257,037.34 Toyota Auto Receivables Owner 2014-A 100.000 257,037.34 1,283.38 258,320.72 0.00 0.67%Due 12115/2017 Paydown 05/16/2016 89231TAB6 201,981.22 Toyota Auto Receivables Owner 2015-C 100.000 201,981.22 1,575.91 203,557.13 0.00 0.92%Due V15/2018 Paydown 05/16/2016 89236WAC2 0.00 Toyota Auto Receivables Owner 2015-A 100.000 0.00 3,355.33 3,355.33 0.00 1.12%Due VI512019 Paydown 05/18/2016 43814GAC4 126,876.16 Honda Auto Receivables 2014-2 A3 100.000 126,876.16 912.16 127,788.32 0.00 0.77%Due 3119/2018 Paydown 05/18/2016 43814NAB1 0.00 Honda Auto Receivables 2016-1 A2 100.000 0.00 2,158.88 2,158.88 0.00 1.01%Due 6/18/2018 Chandler Asset Management-CONFIDENTIAL Execution Time:&I0001e 8:04:10 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/16 Thru 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Paytlown 05/20/2016 36225CAZ9 247.05 GNMA P0o1#G2 80023 100.000 247.05 46.26 293.31 0.00 2816%Due 12/20/2026 Paytlown 05/20/2016 36225CC20 265.50 GNMA Poo1#G280088 100.000 265.50 52.80 318.30 0.00 2.817%Due 6120/2027 Paytlown 05/20/2016 36225CN28 1,839.99 GNMA Pool#G2 80408 100.000 1,839.99 134.25 1,974.24 0.00 2.691%Due 5/20/2030 Paytlown 05/20/2016 36225CNM4 58.75 GNMA Pool#G2 80395 100.000 58.75 16.43 75.18 0.00 2.877%Due 4/20/2030 Paytlown 05/20/2016 36225DCB8 1.051.49 GNMA PcoI#G280965 100.000 1,051.49 152.27 1,203.76 0.00 2.31%Due 7/20/2034 Paytlown 05/23Q016 43813JAC9 307,337.81 Honda Auto Receivables 2014-1 A3 100.000 307,337.81 1,351.08 308,688.89 0.00 0.67%Due 11121/2 01 7 Paytlown 05/25/2016 03215PFN4 0.00 AMRESCO Residential Seventies 1999-1 100.000 0.00 153.67 153.67 0.00 ADue 6/2512029 Paytlown 05/25/2016 31371NUC7 1,160.84 FNMA FN 257179 100.000 1,160.84 113.83 1,274.67 0.00 4.5%Due 4/1/2028 Paytlown 05/2SQ016 31376KT22 5,142.51 FNMA FN 357969 100.000 5,142.51 880.42 6,022.93 0.00 5%Due 9/1/2035 Paytlown 05/2SQ016 31381 PDA3 638.15 FNMA FN 466397 100.000 638.15 1,033.65 1,671.80 0.00 3.4%Due 11/1Y2020 Paytlown 05/25/2016 3138EG6F6 559.91 FNMA FN AL0869 100.000 559.91 86.21 646.12 0.00 4.5%Due 6/1/2029 Paytlown 05/2SQ016 313MJY35 5,668.29 FHLMC FSPC T-582A 100.000 5,668.29 5,781.87 11,450.16 0.00 6.5%Due 9/25/2043 Paytlown 05/2SQ016 31397QRED 9,677.37 FNMA FNR 2011-3 FA 100.000 9,677.37 387.43 10,064.80 0.00 0.832%Due 2/25/2041 Paytlown 05/25/2016 31403DJZ3 3,826.33 FNMA Pool#745580 100.000 3,826.33 847.67 4,674.00 0.00 5%Due 6/1/2036 Paytlown 05/2SQ016 31403GXF4 23.29 FNMA Pml#FN 748678 100.000 23.29 24.97 48.26 0.00 5%Due 10/1/2033 Paytlown 05/25/2016 31406PQYB 12,278.70 FNMA P.I#FN 815971 100.000 12,278.70 1,554.19 13,832.89 0.00 5.47%Due 3/l/2035 Paytlown 05/25/2016 31406MV75 704.8B FNMA Pool#FN 823358 100.000 704.88 392.61 1,097.49 0.00 2.875%Due 211/2035 Paytlown 05/2SQ016 31407BXH7 777.28 FNMA Pml#FN 826080 100.000 777.28 158.01 935.29 0.00 5%Due 7/1/2035 Paytlown 05/2SQ016 3141oF4V4 8,543.45 FNMA Pml#FN 888336 100.000 8,543.45 1,699.99 10,243.44 0.00 5%Due 7/1/2036 Paytlown 05/25/2016 31417YAY3 649.18 FNMA Pool#FN MA0022 100.000 649.18 134.38 783.56 0.00 4.943%Due 4/1/2029 chandler Asset Management-CONFIDENTIAL Execution Time:at M0168:34:10 AM C/" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 4/30/16 Thing 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Paydown 05/27/2016 31396l 6,414.28 FNMA FNR 2007-114 A6Due 10/27/2037 100.000 6,414.28 56.83 6,471.11 0.00 Subtotal 1,066,030.28 1,066,030.28 36,439.34 1,102,469.62 0.00 Maturity 05/06/2016 21684BPVO 1,000,000.00 RaboBBak Nederland NV NV Negotiable CD 100.000 1,000,000.00 0.00 1,000,000.00 0.00 0.716%Due 5/612016 Maturity 05/06/2016 313384WM7 2,000,000.00 FHLB Discount Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00 0.395%Due 5/6/2016 Maturity 05/16/2016 45950VCJ3 2,500,000.00 International Finance Corp Note 100.000 2,500,000.00 0.00 2,500,000.00 0.00 0.5%Due 511MO16 Maturity 05/17/2016 89236TAK1 5,200,000.00 Toyota Motor Credit Corp NmeDue 100.000 5,200,000.00 0.00 5,200,000.00 0.00 5/17/2016 Maturity, 05/19/2016 02665JEK2 2,000,000.00 American Honda Corp Discount CP 99.972 2,000,000.00 0.00 2,000,000.00 0.00 0.38%Due 5119/2016 Maturity, 05/24/2016 69372AEQ1 3,000,000.00 Paccar Financial Discount CP 99.965 3,000,000.00 0.00 3,000,000.00 0.00 0.39%Due 5/24/2016 Maturity 05/27/2016 313384XJ3 2,000,000.00 FHLB Discount Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00 0.387%Due 5/27/2016 Maturity, 05/31/2016 912828QP8 4,000,000.00 US Treasury Note 100.000 4,000,000.00 0.00 4,000,000.00 0.00 1.75%Due 5/31/2016 Subtotal 21,700,000.00 21,700,000.00 0.00 21,700,000.00 0.00 Security 05/02Q016 261908107 716.94 Dreyfus Short-Intermediate Gov Treasury 1.000 716.94 0.00 716.94 0.00 Withdrawal Cash Management Fd521 Security 05/31Q016 261908107 0.03 Dreyfus Short-Intermediate Gov Treasury 1.000 0.03 0.00 0.03 0.00 Withdrawal Cash Management Fd521 Subtotal 716.97 716.97 0.00 716.97 0.00 TOTAL DISPOSITIONS 57,460,556.62 57,454,816.62 46,866.01 57,501,682.63 95.71 OTHER TRANSACTIONS Interest 05/01/2016 64971M5E8 1,400,000.00 New York NV TE-REV 0.000 28,525.00 0.00 28,525.00 000 4.075%Due 11/1/2020 Interest 05/O6/2016 21684BPVO 1,000,000.00 RaboBank Nederland NV NY Negotiable CO 0.000 3,581.25 0.00 3,581.25 0.00 0.716%Due 51612016 Interest 05/08Q016 06050TLX8 600,000.00 Bank of America Note 0.000 1,577.64 0.00 1,577.64 0.00 1 D5%Due 5/8/2017 Interest 05/15/2016 3135G0ES8 4,000,000.00 FNMA Note 0.000 27,500.00 0.00 27,500.00 0.00 1.375%Due 11/15/2016 Chandler Asset Management-CONFIDENTIAL Execution Time:6/10Y20168:M 10 AM �'" Orange County Sanitation District Consolidated Transaction Ledger Account#10263 4/30/16 Thru 5/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss OTHER TRANSACTIONS Interest 05/15/2016 91159HHB9 1,000,000.00 US Bancorp Callable Note Cont 10/14/2016 0.000 11,000.00 0.00 11,000.00 0.00 2 2%Due 11/15/2016 Interest 05/15/2016 912828G20 10,000,000,00 US Treasury Note 0.000 43,750.00 0.00 43,750.00 0.00 0.875%Due 11/15/2017 Interest 05/15Q016 913366EJ5 400,000.00 Univ of California Rgts Med TE-REV 0.000 10,070.00 0.00 10,070.00 0.00 5.035%Due 5115/2021 Interest 05/16/2016 45950VCJ3 2,500,000.00 International Finance Corp Note 0.000 6,250.00 0.00 6,250.00 0.00 0.5%Due 5/16/2016 Interest 05/17/2016 89236TAK1 5,200,000.00 Toyota Motor Credit Cory NoleDue 0.000 11,806.60 0.00 11,806.60 0.00 5/17/2016 Interest 05/20/2016 747525AD5 5,000,000.00 Qualcomm Inc Note 0.000 56,250.00 0.00 56,250.00 0.00 2.25%Due 5/20/2020 Interest 05/30/2016 3135GOF73 7,500,000.00 FNMA Note 0.000 56,250.00 0.00 56,250.00 0.00 1.5%Due 11/30/2020 Interest 05/31/2016 912828G46 11,000,000.00 US Treasury Note 0.000 27,500.00 0.00 27,500.00 0.00 0.5%Due 11/30/2016 Interest 05/31/2016 912828G61 7,500,000.00 US Treasury Note 0.000 56,250.00 0.00 56,250.00 0.00 1.5%Due 11/30/2019 Interest 05/31Q016 912828QPB 4,000,000.00 US Treasury Note 0.000 35,000.00 0.00 35,000.00 0.00 1.75%Due 5/31/2016 Subtotal 61,100,000.00 375,310.49 0.00 375,310.49 0.00 Dividend 05/03/2016 261908107 11,966,475.21 Dreyfus Short-Intermediate Gov Treasury 0.000 1,049.27 0.00 1,049.27 0.00 Cash Management Fd521 Dividend 05/03/2016 261908107 15,043,689.69 Dreyfus Short-Intermediate Gov Treasury 0.000 2,259.61 0.00 2,259.61 0.00 Cash Management Fd521 Subtotal 27,010,164.90 3,308.88 0.00 3,308.88 0.00 TOTAL OTHER TRANSACTIONS 88,110,164.90 379,619.37 0.00 379,619.37 0.00 Chandler Asset Management-CONFIDENTIAL Execution Time:Sit Mang 8:M 10 AM ITEM NO. 5 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, May 4, 2016, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Vice- Chair Shawver on Wednesday, May 4, 2016 at 5:01 p.m. in the Administration Building. Director Yarc led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: David Shawver, Vice-Chair Jim Herberg, General Manager Tom Beamish Bob Ghirelli, Assistant General Manager Ellery Deaton Celia Chandler, Director of Human Resources Robert Kiley Rob Thompson, Director of Engineering Richard Murphy Ed Torres, Director of Operations and Maintenance Steve Nagel Kelly Lore, Clerk of the Board Fred Smith Jeff Armstrong Mariellen Yarc Jennifer Cabral Greg Seboum, Board Vice-Chair Tanya Chong Jim Colston COMMITTEE MEMBERS ABSENT: Ron Coss John Withers, Chair Don Cutler Steve Jones Mike Dorman Michelle Steel Dean Fisher Chad Wanke Norbert Gala John Nielsen, Board Chair Alfredo Garcia Mark Manzo Kathy Millea Jeff Mohr Cindy Murra Lisa Rothbart Mike White Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Michael Beverage, Alternate Director YLWD Bob Ooten, Alternate Director CMSD James Clark, Black &Veatch 05/04=6 Opemtions Commfltee Minutes Page f of 5 PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Vice-Chair Shawver did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg notified the committee that a Resolution will be forthcoming in regards to the reduction of rates and tax collection, imposed by LAFCO, in conjunction with the Local Sewer Transfer of service area 7 to East Orange County Water District. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the April 6, 2016 Operations Committee Meeting. AYES: Beamish, Deaton, Kiley, Nagel, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: Murphy ABSENT: Jones, Nielsen, Steel, Wanke, and Withers 2. CONTRACT FOR HYDROGEN PEROXIDE, SPECIFICATION NO. C-2016-752BD (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a contract to U.S. Peroxide, LLC dba USP Technologies for the purchase of Hydrogen Peroxide, Specification No. C-2016-752131), for the period July 1, 2016 through June 30,2017 for a unit price of$1.88 per gallon delivered, plus applicable sales tax, for a total estimated annual cost of $1,020,000 with four one-year renewal options; and B. Approve a unit price contingency of 10%. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Seboum, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanke, and Withers 05,0412016 Opel ws CamwLee Minutes Page 2 of 5 3. ENVIRONMENTAL COMPLIANCE REPORTS (Bob Ghirelli) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file environmental compliance reports: Biosolids Management Compliance Report 2015; Semi-Annual Pretreatment Program Report Fiscal Year 2015/2016 July-December; Annual Greenhouse Gas Emissions Report 2015; and Annual Emission Report 2015. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Seboum, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanke, and Withers 4. QUARTERLY ODOR COMPLAINT REPORT(Ed Torres) MOVED SECONDED. and DULY CARRIED TO: Receive and file the Fiscal Year 2015/16 Third Quarter Odor Complaint Summary. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Seboum, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanke, and Withers NON-CONSENT CALENDAR: Item pulled from consideration. 9011-ITHMST COSTA 111i TRUNK, PROJECT NO. 6 19 (Rob Thempson) MOVED, SIRCONDIRD and DULY f`nRR FD TO. Ren-am aerid to the RnaFd ..f DiFeGtaFs to- A. Approve a GeepeFatiye AgFe,... ent for the .. .,ef. .a'.. of the Southv.�est Costa Mesa Trunk, PFojeGt No. 6 with the Costa Mega SAR tAry District and the r'f., of Newport ,.....1. a Q form a .ed by nene...i Counsel; and B. Approve an the PFOjeGt budget 4airn $14,093,000 to $20-660,800. Vice-Chair Seboum recused himself and left the room during the discussion and vote of Item No. 6. Director of Engineering, Rob Thompson provided a brief presentation regarding Item No. 6. 05/04=16 Operations Committee Minutes Page 3 of 5 6. BIOGAS SCRUBBING PROCESS IMPROVEMENT (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to authorize staff to negotiate a Sole Source Contract with Carollo Engineers, Inc. for a large-scale pilot testing of a biogas scrubbing process. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Seboum, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanke, and Withers INFORMATION ITEMS: 7. GWRS FINAL EXPANSION AND EFFLUENT REUSE STUDY UPDATE (Rob Thompson) Engineering Manager, Kathy Millea provided an informative PowerPoint presentation regarding the Effluent Reuse Study including: Groundwater Replenishment project challenges, implementation plan, cost estimates and project schedules. Ms. Millea responded to questions regarding the exclusion of the SARI line from Plant 1 and decreasing flows coming to the Sanitation District. 8. CAPITAL IMPROVEMENT PROGRAM (Rob Thompson) Mr. Thompson also provided an informative PowerPoint presentation regarding the FY 2016-17 and 2017-18 Capital Improvement Program (CIP) including: Annual budget update process; drivers for new CIP projects; Condition assessment program; CCTV inspections; proposed 10-year CIP spending; budget increases and decreases; project cancellations and new projects and their estimated cost. DEPARTMENT HEAD REPORTS: Director of Operations and Maintenance, Ed Torres provided the Committee an overview of the planned shutdown of the Plant and Control Center on May 3.The effort was initiated to complete scheduled maintenance projects and also as an exercise to prepare our agency for potential emergencies in the future. The Emergency Operations Center was activated to monitor and track the event and Mr. Torres reported much success with only minor problems. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: None. O5 12016 Operations Committee Minutes Page 4 of 5 ADJOURNMENT At 5:58 p.m., Committee Vice-Chair Shawver declared the meeting adjourned to the next scheduled meeting of Wednesday, June 1, 2016 at 5:00 p.m. Sub fitted by, Kel y AV CI k o OS N/2016 Operations Committee Minutes Page 5 of 5 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, May 11, 2016 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chair Curry on May 11, 2016 at 5:00 p.m. in the Administration Building of the Orange County Sanitation District. Director Choi led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Keith Curry, Chair Jim Herberg, General Manager Lucille Kring, Vioe-Chair Bob Ghirelli, Assistant General Manager Steven Choi Celia Chandler, Director of Human Resources Diana Fascenelli (Alternate) Rob Thompson, Director of Engineering Jim Ferryman Lorenzo Tyner, Director of Finance & Cecilia Hupp (Alternate) Administrative Services Jim Katapodis Ed Torres, Director of Operations & Maintenance Peter Kim Tina Knapp, Deputy Clerk of the Board Mark Murphy (Alternate) Jim Colston Joy Neugebauer Alfredo Garcia Sal Tinajero Randall Kleinman John Nielsen, Board Chair Rebecca Long Greg Sebourn, Board Vice-Chair Mark Manzo Jeff Mohr COMMITTEE MEMBERS ABSENT: Roya Sohanaki None. John Swindler Brent Wride OTHERS PRESENT: Brad Hogin, General Counsel Dennis Mulqueeney, Alliant Insurance Services Karen Worden, Alliant Insurance Services PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Curry did not provide a report. 05/1 1/2016 Administration Committee Minutes Page 7 of 6 REPORT OF GENERAL MANAGER: General Manager Jim Herberg reminded the Committee of the upcoming Honor Walk induction ceremony being held on May 25, 2016 at 4:00 p.m. in front of the Administration Building. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services Lorenzo Tyner did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED AND DULY CARRIED TO: Approve Minutes of the April 13, 2016 Administration Committee Meeting. AYES: Choi, Curry, Ferryman, Katapodis, Kim, Kring, Neugebauer, and Sebourn NOES: None ABSTENTIONS: Fascenelli (Alternate) and Hupp (Alternate) ABSENT: M. Murphy (Alternate), Nielsen, and Tinajero 2. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF (Robert Ghirelli) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 16-XX, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, the Assistant General Manager, or the Director of Operations and Maintenance to Execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and Relevant Permit Applications for Present and Future Disaster Relief Applications; and Repealing Resolution No. OCSD 16-05." AYES: Choi, Curry, Fascenelli (Alternate), Ferryman, Hupp (Alternate), Katapodis, Kim, Kring, Neugebauer, and Sebourn NOES: None ABSTENTIONS: None ABSENT: M. Murphy (Alternate), Nielsen, and Tinajero 0511/2016 Administration Committee Minutes Page 2 of 6 3. CONSOLIDATED FINANCIAL REPORT 3RD QUARTER ENDING MARCH 31, 2016 (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2016. AYES: Choi, Curry, Fascenelli (Alternate), Ferryman, Hupp (Alternate), Katapodis, Kring, Neugebauer, and Sebourn NOES: None ABSTENTIONS: Kim ABSENT: M. Murphy (Alternate), Nielsen, and Tinajero 4. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2016 — March 31, 2016. AYES: Choi, Curry, Fascenelli (Alternate), Ferryman, Hupp (Alternate), Katapodis, Kim, Kring, Neugebauer, and Sebourn NOES: None ABSTENTIONS: None ABSENT: M. Murphy(Alternate), Nielsen, and Tinajero NON-CONSENT: 5. COOPERATIVE PROCUREMENT WITH THE U.S. GENERAL SERVICES AGREEMENT(GSA) (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner introduced this item and indicated that the purchases outlined are routine and this is being presented for approval due to the approval amount. MOVED. SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve purchases of information technology hardware, software, services, and licensing & maintenance agreements using the U.S. General Services Agreement (GSA) IT Schedule 70 through the contract expiration date, December 31, 2019, for a total amount not to exceed $2,500,000, in accordance with OCSD Ordinance OCSD-47, Section 2.03(B) Cooperative Purchases. AYES: Choi, Curry, Fascenelli (Alternate), Ferryman, Hupp (Alternate), Katapodis, Kim, Kring, Neugebauer, and Sebourn NOES: None ABSTENTIONS: None ABSENT: M. Murphy (Alternate), Nielsen, and Tinajero 05/112016 Administration Committee Minutes Page 3 of 6 6. 2016 BENEFITS PROGRAM (Celia Chandler) Director of Human Resources Celia Chandler introduced this item and provided a brief overview of the background of the Sanitation District's healthcare and welfare insurance benefits and timing of payment of the benefits. MOVED. SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve funds to make payments to the healthcare and welfare insurance vendors listed on the following table for the months of July 2016 through December 2016, at which time all benefits will be aligned with the calendar year. No. Vendor Plan Type Not To Exceed 1 Employee Benefit Specialists(EBS) IMedical, Dental,Vision, Employee Assistance Program $ 5,650,000 2 Prudential lBasic Life,Short-and Long-Term Disability $ 310,000 3 The Standard Executive Disability $ 15,000 '.TOTAL $ 5,975,000 B. Authorize pre-payment for the July 2016 EBS invoice prior to July 1, 2016 to comply with vendor requirement of payment one month in advance; and C. Authorize reallocation in the already approved amount of$115,000 from the FY 2015/16 EBS line item to the Prudential line item. AYES: Choi, Curry, Fascenelli (Alternate), Ferryman, Hupp (Alternate), Katapodis, Kim, Kring, Neugebauer, and Sebourn NOES: None ABSTENTIONS: None ABSENT: M. Murphy (Alternate), Nielsen, and Tinajero 7. 2016-17 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) Director of Human Resources Celia Chandler provided a brief overview of this item and introduced Dennis Mulqueeney from Alliant Insurance Services who spoke about the renewal rates presented. Mr. Mulqueeney responded to questions from the Committee as to the renewal process. Director Tinajero arrived at 5:05 p.m. MOVED. SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve not-to-exceed numbers as follows, with the understanding that the Orange County Sanitation District's insurance broker will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the 0&112016 Administration Commixee Minutes Page 4 of 6 current major insurance policies: 1. Excess liability insurance - $460,506. 2. Excess workers compensation insurance-a rate of$0.332 per$100 of payroll (estimated premium at $218,000). 3. Property and Boiler& Machinery combined - $726.595. 4. Earthquake insurance - $81,131. AYES: Choi, Curry, Fascenelli (Alternate), Ferryman, Hupp (Alternate), Katapodis, Kim, Kring, Neugebauer, Sebourn, and Tinajero NOES: None ABSTENTIONS: None ABSENT: M. Murphy (Alternate) and Nielsen Board Chair Nielsen arrived at 5:12 p.m. INFORMATION ITEMS: 8. CAPITAL IMPROVEMENT PROGRAM (Rob Thompson) Director of Engineering Rob Thompson provided an informative PowerPoint presentation regarding the FY 2016-17 and 2017-18 Capital Improvement Program (CIP) including: annual budget update process, drivers for new CIP projects, condition assessment program, CCTV inspections, proposed 10-year CIP spending, budget increases and decreases, project cancellations, and new projects and their estimated cost. Mr. Thompson responded to questions from the Committee regarding details of timing on upcoming projects and specifics of several projects. Alternate Director Murphy arrived at 5:18 p.m. 9. PRETREATMENT PROGRAM OVERVIEW(Robert Ghirelli) Assistant General Manager Bob Ghirelli introduced Jim Colston, Environmental Compliance Regulatory Affairs Manager, who provided a PowerPoint presentation and an overview of the Source Control Program, also known as the Pretreatment Program. The presentation included topics such as how the Sanitation District ensures discharge limits are being met, the non-industrial program, effectiveness of source control, protection of the Groundwater Replenishment System/investigations, and pretreatment program awards. Mr. Colston provided each Director with one of the Sanitation District's proactive resident outreach program pieces, a door hanger explaining the proper method for discarding grease, which includes a plastic lid for use in discarding grease. Mr. Colston responded to questions from the Committee regarding specific requirements for discharge programs. 05/11/2016 Administration Committee Minutes Page 5 of 6 CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Choi invited everyone to the Irvine Korean Cultural Festival on Saturday, May 141h from 10:00 a.m. — 5:00 p.m. at the Irvine Civic Center. General Manager Herberg indicated that the Sanitation District will have a booth at the event. ADJOURNMENT: Committee Chair Curry declared the meeting adjourned at 6:06 p.m. to the next regularly scheduled meeting of Wednesday, June 8, 2016 at 5:00 p.m. Submitted by: Tina Knapp� Deputy Clerk of the Board 05/11/2016 Administration Committee Minutes Page 6 of 6 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Tuesday, May 10, 2016 at 8:00 a.m. A regular meeting of the Legislative and Public Affairs Committee was called to order by Chair Nielsen on Tuesday, May 10,2016 at 8:03 a.m. in the Administration Building of the Orange County Sanitation District. Director Withers led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Nielsen, Board Chair Jim Herberg, General Manager Tom Beamish, Director Bob Ghirelli, Assistant General Manager Robert Kiley, Director Celia Chandler, Director of Human Peter Kim, Director Resources Lucille Kring, Director Rob Thompson, Director of Engineering John Withers, Director Ed Torres, Director of Operations & Maintenance COMMITTEE MEMBERS ABSENT: Lorenzo Tyner, Director of Finance & Greg Seboum, Board Vice-Chair Administrative Services Tina Knapp, Deputy Clerk of the Board Jennifer Cabral Tanya Chong Jim Colston Daisy Covarrubias Alfredo Garcia Rebecca Long Mark Manzo Kelly Newell OTHERS PRESENT: Brad Hogin, General Counsel Eric Sapirstein, ENS (via Teleconference) Cori Williams, Townsend Public Affairs PUBLIC COMMENTS: None. 0511=016 Legislative and Public Affairs COnlnllttee Minutes Page 1 of 4 REPORTS: The committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are formlormation only and require no action by the Committee. General Manager Jim Herberg reported that Director of Engineering Rob Thompson recently presented an overview of the Sanitation District, highlighting some of the Capital Improvement Program projects, to the City of Brea. Mr. Herberg will be making a similar presentation at the Association of California Cities — Orange County City Managers' meeting on May 11, 2016. CONSENT CALENDAR: Consent Calendarltems am considered to be routine and will be enacted, by the Committee,afteron ,motion, without discussion. any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the regular Legislative and Public Affairs Committee meeting held on April 11, 2016. AYES: Beamish, Kiley, Kim, Nielsen, and Withers NOES: None ABSTENTIONS: None ABSENT: Kring and Sebourn Director Kring arrived at 8:05 a.m. NON-CONSENT CALENDAR: None. INFORMATION ITEMS: 2. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Principal Public Affairs Specialist Jennifer Cabral indicated that staff will be presenting an overview of the Sanitation District to the City of Tustin next week and arrangements are being made with the City of Fullerton. Ms. Cabral introduced Daisy Covarrubias, Sr. Staff Analyst, and Tanya Chong, Sr. Staff Analyst, who are capital outreach program liasons. Ms. Covarrubias and Ms. Chong provided an informative PowerPoint presentation regarding Capital Project Outreach, highlighting how communities affected by Sanitation District projects are engaged through a variety of means, providing information ahead of construction,and providing response to questions from the public within 24 hours. 0 511 012 01 6 Legislative and Public Affairs Committee Minutes Page 2 of 4 Ms. Chong reported on the public outreach made to residents and businesses in affected areas for the Newhope Sewer Replacement and Red Hill Sewer Improvements projects. Ms. Cabral, Ms. Chong, and Ms. Covarrubias responded to questions from the Committee regarding details of the outreach done on these projects. Ms. Cabral provided dates for upcoming community outreach events and indicated that progress is being made to update the Sanitation District's video portfolio as identified in the Public Affairs Strategic Plan. Ms. Cabral reported that August 13, 2016 is the tentative date for the joint open house with the Orange County Water District, which will highlight the Groundwater Replenishment System. Ms. Cabral reminded the Committee of the Honor Walk ceremony on May 251h. 3. LEGISLATIVE UPDATE (Rebecca Long) Senior Public Affairs Specialist Rebecca Long announced that Friday, October 14, 2016 from 8:00-10:00 a.m. is the tentative datettime for the State of the District. Ms. Long provided a brief update on SB 885 Wolk (oppose) and SB 163 Hertzberg (support). A trip to Sacramento is being coordinated for the next couple of weeks to focus on AB 2022 Gordon (support). Letters of support are also being worked on for the Matsui bill, Water Resources Development Act bill, and HR 2993. The Sanitation District will also be applying for a Department of Energy grant for AquaCritox® in the next several weeks. Eric Sapirstein, ENS Resources, provided an update on the highlights over the last month, which included a trip to Washington, DC in late April where General Manager Herberg provided testimony to the House Committee on Natural Resources. The visit also included meetings with members of the delegation and committee staff at the Bureau of Reclamation and Environmental Protection Agency. Mr. Sapirstein reported that he has recently responded to questions surrounding the rule that the Internal Revenue Service has published that would redefine what sub-governmental units are eligible to issue tax-exempt bonds and the potential need for the Sanitation District's General Counsel to review the rule and determine future activity. Mr. Sapirstein also reported that the California League of Cities wrote a letter of support for Senator Feinstein's drought bill (S.2533). Cori Williams, Townsend Public Affairs, provided an update on state legislative activity including: an executive order made by the Governor yesterday requiring that the SWRCB extend water conservation regulations through January 2017 and mandating new targets be made for permanent conservation while 05/10/2016 Legislative and Public Affairs Committee Minutes Page 3 of 4 recognizing different conditions throughout the state, the Governor's May revise of the state budget is expected in the next week, concerns and amended bill language have been proposed to Senator Hertzberg's office regarding SB 163 and work continues on this bill, and AB 2022 passed the Assembly and will next be heard by the Senate (Environmental Quality). Ms. Williams responded to questions from the Committee regarding SB 163. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Ms. Cabral indicated that Sanitation District name badges/lapel pins have been provided today to the Directors. ADJOURNMENT: Chair Nielsen declared the meeting adjourned at 9:00 a.m. to the next Legislative and Public Affairs Committee Meeting, Tuesday, June 14, 2016 at 8:00 a.m. Submitted by: Tina Knapp Deputy Clerk of the Board 0 5/1 012 01 6 Legislative and Public Affairs Committee Minutes Page 4 014 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, May 25, 2016 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Nielsen on Wednesday, May 25, 2016 at 5:05 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Nielsen, Chair Jim Herberg, General Manager Greg Sebourn, Vice-Chair Bob Ghirelli, Assistant General Manager Keith Curry, Administration Committee Celia Chandler, Director of Human Chair Resources John Withers, Operations Committee Jim Colston, Director of Environmental Chair Services Tom Beamish, Member-At-Large Rob Thompson, Director of Engineering Lucille Kring, Member-At-Large Lorenzo Tyner, Director of Finance & David Shawver, Member-At-Large Administrative Services Mark Esquer, Engineering Manager COMMITTEE MEMBERS ABSENT: Kelly A. Lore, Clerk of the Board None Jennifer Cabral Michael Dorman Al Garcia Tina Knapp Mark Manzo OTHERS PRESENT: Kendra Carney, Associate General Counsel Patrick Shields, IRWD PUBLIC COMMENTS: No public comments were provided. REPORTS: Chair Nielsen reported on today's meeting with the Orange County Water District in regards to groundwater issues in the North Basin. He stated the focus of the discussion was on the extraction of pollution in the basin being injected into our system. Staff will return with specifics regarding capacity and monetary considerations at a future meeting. 06/25/2016 Steering Committee Minutes Page 1 d 3 General Manager Jim Herberg introduced Jim Colston who has been selected as the new Director of Environmental Services. He then provided information regarding three Honor awards received from American Academy of Engineers and Scientists. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the April 27, 2016 Regular Steering Committee Meeting. AYES: Beamish; Curry; Kring; Nielsen; Sebourn; Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: None NON-CONSENT CALENDAR: None. INFORMATION ITEMS: 2. PROPOSED ENERGY STRATEGY (Bob Ghirelli) Assistant General Manager Bob Ghirelli provided information regarding the proposed energy strategy, including the District's goals, Fuelcell Energy's proposal, renewable energy sources, subsidizing, and the District's currently committed resources. Questions regarding the costs and utilization were answered. The Committee requested an actual strategic plan, or a policy document, that charts direction for the District and a total cost benefit analysis, which staff will provide at a future meeting. Pere Margalef, Fuelcell Energy, spoke in favor of the solicited proposal presented to Orange County Sanitation District. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1) The Committee convened in closed session at 5:33 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. O6 512016 Steering Committee Minutes Page 2 of 3 RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:48 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 5:50 p.m. to the next Steering Committee meeting to be held on Wednesday, June 22, 2016 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board O6/25/2016 Steenng Committee Minutes Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBG.Of Dir. 06101116 6 01 I6 06 22 16 AGENDA REPORT Item Number Item number 2 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: ON-CALL CONTRACTOR SUPPORT SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the On-Call Contractor Support Services Contract, Specification No. S-2011-48313D, with Jamison Engineering Contractors, Inc., providing for construction support, extending the contract period for a four month period from July 1, 2016 to October 31, 2016, with no increase to the contract amount. BACKGROUND Contractor services, currently provided by Jamison Engineering Contractors, Inc., are used to support condition and/or corrosion assessments (CCA's) by Orange County Sanitation District (Sanitation District) staff. The Scope of Services includes, but is not limited to: confined space entry support; confined space entry rescue; forced air ventilation; pipe cleaning; closed circuit television surveys; and minor incidental repairs. CCA's provide vital information with respect to the condition of and/or life expectancy of critical plant and collections process structures. CCA's are a key component of the Sanitation District's Civil Asset Maintenance Program (CAMP) and Capital Improvement Program (CIP) projects during the planning, design, and construction of facilities both inside the plants and for the collections system. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Ensure that the public's money is wisely spent PROBLEM Jamison Engineering Contractors, Inc. was deemed the most qualified responsive contractor using a competitive Request for Proposal (RFP) process in 2011. The current contract expires on June 30, 2016. An RFP procurement is ongoing for the new on-call support contract expected to commence in September/October 2016. The process will not be complete before expiration of the existing contract. PROPOSED SOLUTION In order to avoid a gap in service, an extension to the existing contract best meets the Sanitation District's needs. This time extension will be made at no change to the cost of Page 1 of 2 the existing agreement. The Sanitation District will terminate this contract when the new one is activated. RAMIFICATIONS OF NOT TAKING ACTION There would be a delay and likely reduction in the number of corrosion assessments during this four-month period, increasing the Sanitation District's risk of not detecting and addressing a failed condition. TIMING CONCERNS A lapse in service will hinder staff's ability to continue with CCA's as part of the Sanitation District's CAMP and CIP Programs. PRIOR COMMITTEE/BOARD ACTIONS July 2011 — Board of Directors approved an annual contract including four 1-year renewals, with Jamison Engineering Contractors, Inc., for On-Call Contractor Support Services, for a total annual amount not to exceed $875,273. ADDITIONAL INFORMATION The existing contract has approximately $400,000 of funds remaining. As a result, additional funding is not necessary to support the CAMP and CIP projects during the four-month period. Staff expects to request approval for the new procurement at the September 2016 Operations Committee and Board Meetings. Approval of this contract extension does not guarantee the total contract amount be paid to the Contractor should services not be utilized. CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE Funding for this project is included in the FY16/17 proposed operating budget. This request complies with authority levels of the Sanitation District's Purchasing Ordinance and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package and attachments: Amendment No. 1 Page 2 d 2 AMENDMENT NO. 1 To Service Contract On-Call Contractor Support Services Specification No. S-2011483BD THIS AMENDMENT TO THE CONTRACT is made and entered into, to be effective on the date last signed below, by and between Orange County Sanitation District hereinafter referred to as "OCSD" with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and Jamison Engineering Contractors, Inc. with a principal business at 17197 Newhope Street, Suite J, Fountain Valley, CA 92708 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WHEREAS, OCSD and Contractor executed, delivered and entered into the Contract between OCSD and Consultant, the effective date of which is July 27, 2011 ("the Contract"); and WHEREAS, the Parties wish to amend the Contract to make certain modifications which shall be called Amendment No. 1 ("Amendment"); and WHEREAS, the Parties to the Contract desire that this Amendment be incorporated into the Contract and become a part thereof from the beginning; and WHEREAS, the Parties desire that the Contract as modified by this Amendment shall constitute the sole and entire Contract among the Parties; NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the Parties agree to amend the Contract to: 1. Extend the term of the Contract through October 31, 2016 Except as expressly amended above, the Contract will remain unchanged and in full force and effect. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 1 to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District Jamison Engineering Contractors, Inc. By: Contracts/Purchasing Manager Date Date Name: Chair, Board of Directors Date Title: Clerk of the Board Date 5116116 OPERATIONS COMMITTEE Melting Dat0 TOBE.Or Dir. 06/01/16 O6/22/16 AGENDA REPORT Item Item Number 3 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PLANT WATER SYSTEM REHABILITATION AT PLANT NO. 2, PROJECT NO. 132-101 GENERAL MANAGER'S RECOMMENDATION Approve a project budget increase of$150,000 for Plant Water System Rehabilitation at Plant No. 2 included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18 scheduled to be approved at the June 22, 2016 Board of Directors meeting. BACKGROUND This project involves rehabilitation and/or replacement of deteriorated plant water pipes and valves at Plant No. 2. Final completion of the construction contract was reached on July 20, 2015. The only remaining work involves as-built documentation. The Budget Update for Fiscal Year 2015-16 authorized a budget of $5,070,000 for the project. Based on an estimate of actual costs incurred to date and remaining costs to complete, staff concluded that the budget could be substantially reduced to $3,704,000. The estimate, however, erroneously excluded previously-incurred project costs of $150,000. The proposed budget should have included the requested budget. RELEVANT STANDARDS • Efficiency efforts reduce the cost to provide the current service level or standard PROBLEM The budget for Plant Water System Rehabilitation at Plant No. 2, Project No. P2-101, included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18, scheduled to be adopted at the June 2016 Board Meeting, will be insufficient to complete the project. PROPOSED SOLUTION Instead of reducing the budget from $5,070,000 to $3,704,000 as indicated in the Proposed Budget for Fiscal Years 2016-17 and 2017-18, the budget should be reduced only to $3,854,000. The budget reduction on this project from last year to this year would be $1,216,000 instead of$1,366,000. Page 1 of 2 TIMING CONCERNS The project is in closeout and costs already incurred have exceeded the reduced amount included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18. RAMIFICATIONS OF NOT TAKING ACTION Without a revised project budget decrease, the remaining record documentation and closeout activities cannot be completed. PRIOR COMMITTEE/BOARD ACTIONS The previously adopted Fiscal Year 2015-16 budget authorized a budget of $5,070,000 for the project. ADDITIONAL INFORMATION The project is successfully completed. CEQA A Notice of Exemption was filed and recorded on April 14, 2011. FINANCIAL CONSIDERATIONS This project has been included in the proposed Fiscal Year 2016-2018 budget, but for an amount less than needed to complete the project. The additional $150,000 to be added to the budget for this project is recommended to be moved from the Replacement, Rehabilitation, and Refurbishment allocation shown on Line Item 14 of the Consolidated Cash Flow Projections in the Proposed Budget for Fiscal Years 2016-17 and 2017-18, Section 8 Page 64. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: N/A VP:dm:gc Page 2 of 2 OPERATIONS COMMITTEE M%1110,Date TOBd.of Dir. 06/01/16 06/22/16 AGENDA REPORT ItemNumber Item Number a B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with LSA Associates, Inc. to provide environmental services for the preparation of a California Environmental Quality Act compliant document for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 for an amount not to exceed $420,927; and B. Approve a contingency of$42,093 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) is moving forward on the Headquarter Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. The project will replace the existing Administration Building, Human Resources Building, Purchasing Building, Laboratory, and multiple office trailers with a new Headquarters Complex consisting of an Administration and Laboratory Building and accomplish various associated site improvements in accordance with the Administrative Facilities Implementation Plan and the Site Alternatives Evaluation. RELEVANT STANDARDS • Public Resources Code 21000 at. seq. • CA Government Code 4526: Select the "best qualified firm" and "negotiate fair and equitable fees" • Meet CEQA standards PROBLEM State law requires that the Sanitation District conduct a review of environmental impacts per the California Environmental Quality Act (CEQA) requirements prior to committing to a project, such as purchasing land or preparing detailed designs. A full CEQA evaluation is therefore needed to produce an Environmental Impact Report for this project. Page 1 of 4 PROPOSED SOLUTION Perform a CEQA evaluation and prepare an Environmental Impact Report to document environmental concerns and develop any mitigation measures for this project. TIMING CONCERNS The schedule driver of this environmental review is to identify and disclose the environmental impacts of the project prior to starting final design. The preliminary design efforts will move forward simultaneously with the environmental work to minimize escalated costs, to continue to progress towards permitted and ADA compliant buildings per agreements with the City of Fountain Valley, and to minimize the length of time that parking issues exist with the new front entry alignment which impacts parking for staff and visitors. RAMIFICATIONS OF NOT TAKING ACTION The Headquarters Complex, Site and Security, and Entrance Realignment Program cannot be performed without compliance with CEQA. PRIOR COMMITTEE/BOARD ACTIONS October 2015 — Designated the southwest corner of Plant No. 1 as the location for the Headquarters Complex as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. June 2015 — Established new project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 ADDITIONAL INFORMATION Request for Proposal: A Request for Proposal (RFP) which describes the Consultant's Scope of Work required for the project was advertised on December 10, 2015. Proposals were received on February 2, 2016 from five firms: LSA Associates, Inc. (LSA); AECOM Technical Services, Inc.; ICF International; Ultrasystems Environmental Inc.; and ESA. A Staff Evaluation Committee consisting of three representatives from the Engineering Department reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Orange County Sanitation District Ordinance No. OCSD-47. Two representatives from the Contracts Administration Division and another representative from the Engineering Department participated in the evaluation process as non-voting members. The proposals were evaluated according to: (1) project understanding and approach; (2) applicable related project experience; and (3) project team and staff qualifications. Page 2 of 4 The Evaluation Committee reviewed the proposals and short-listed the top two firms to meet the key team members and further evaluate the firms' qualifications. Pursuant to the results of the interview, the Evaluation Committee selected LSA as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION* Consultant Evaluator LSA AECOM Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Overall Ranking 1 2 Proposal Fee $449,223 - Negotiated Fee Proposal $420,927 Based on scores after interview Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with Orange County Sanitation District Ordinance No. OCSD47, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with LSA to clarify the requirements of the Scope of Work, the assumptions to be used for the estimated level of effort, and the level of design detail required to meet the goals and objectives for the project. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort was evaluated in detail for each phase, task, and subtask, and found to be justified by the needs of the project, the agreed upon assumptions, and the Sanitation District's expectation for the quality of services. • The Consultant's fringe and overhead costs, which factor into the billing rate, is reasonable and lower than other similar agreements. The contract profit is 5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to LSA Associates, Inc. CEQA This contract is to meet the CEQA requirements for the subject project. Page 3 of 4 FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance No. OCSD-47. Budget for the project, Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, is included in the proposed budget for Fiscal Years 2016-17 and 2017-18 recommended for adoption at the June 2016 Board of Directors meeting. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Professional Services Agreement • Presentation from 6/1/2016 Operations Committee meeting WS:dm:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 22nd day of June, 2016, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and LSA Associates, Inc., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Environmental Services (CEQA)for the Headquarters Complex, Site and Security, and Entrance Realignment Program, to provide professional services and provide services for development of a comprehensive environmental document pursuant to California Environmental Quality Act (CEQA) Guidelines for the Headquarters Complex, Site and Security, and entrance Realignment Program; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on June 22, 2016 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards PSA P1-128 Revision 100815 Environmental Services(CEQA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 1 of 20 and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standardsfor clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the oomment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (30) calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 2 of 20 without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: i. Total Compensation Total compensation shall be in an amount not to exceed Four Hundred Twenty Thousand Nine Hundred Twenty-Seven Dollars ($420,927.00). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"- Fee Proposal. ii. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. iii. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. iv. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 3 of 20 V. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. vi. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. vii. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.cisa.gov/portal/category/l 04711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. PSA P1-128 Revision 100815 Environmental Services(CEOA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 4 of 20 Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. viii. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-fiver percent(75%) of the not-to-excede amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 5 of 20 and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 6 of 20 E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES i. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 7 of 20 ii. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. iii. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. V. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 8 of 20 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 9 of 20 D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail"coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 10 of 20 G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the changes) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 11 of 20 I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 12 of 20 9. SCOPECHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontractss, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 13 of 20 are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha K. Dubrovski Copy: Daisy Covarrubias, Project Manager PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 14 of 20 CONSULTANT: LSA Associates, Inc. Nicole Dubois 20 Executive Park, Suite 200 Irvine, CA 92614 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 15 of 20 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 16 of 20 them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreemen 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 17 of 20 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 18 of 20 26. COMPLIANCE WITH SANITATION DISTRICE POLICIES AN PROCECURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA P1-128 Revision 100815 Environmental Services(CECA)for the Headquarters Complex, Site and Security,and Entrance Realignment Program 19 of 20 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date LSA Associates, Inc. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—NOT USED Attachment"C"—NOT USED Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— NOT USED Attachment"G"— Labor and Cost Matrix Attachment"H"—NOT USED Attachment"I"— NOT USED Attachment"J"—Minor Subconsultant Hourly Rate Schedule Attachment"K"—OCSD Safety Standards NKD:JK:ms PSA P1-128 Revision 100815 Environmental Services(CEOA)for the Headquarters Complex, She and Security,and Entrance Realignment Program 20 of 20 -+artCd IN i ►�I rat M A- Headquarters Complex, Site and Security, and Entrance Realignment Program , Project No . P1 - 128 �W 'Z-40,fib': itze_ a 1 OCTA 1-405 Improvement Project impacts front entry, parking and ability to construct new Headquarters Complex �. dtY a ,o-; aq i� =I I Administrat on_ — _ --- .. Building I All kA z.-- �� \�, - � _ -I-405 IMPROVEMENT PROJECT OCSD FINAL V` �� �""" "•` ----- CONFIGURATION ■ mm�■ ■ ' Headquarters Complex location in • Garfield and Ward BUILDING imnnn■ IWE rG' Ot 6 For environmental evaluation - South preferred location, North and Pacific +� \*�,:.y ♦ \,�1�Y r �' per, . - r Actions • Approve a Professional Design Services Agreement with HDR Architecture, Inc. for Architectural and Engineering Services • Approve a Professional Services Agreement with LSA Associates, Inc. for Environmental Services OPERATIONS COMMITTEE Melting Dat0 TOBE.Or Dir. 06/01/16 O6/22/16 AGENDA REPORT Item Item Number 6 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with HDR, Inc. to provide architectural and engineering design services for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, for an amount not to exceed $11,785,709; and B. Approve a contingency of$1,178,571 (10%). BACKGROUND In June 2015, the Board of Directors established the project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, based on the results of the Administrative Facilities Implementation Plan (AFIP). In October 2015, the Board of Directors designated the southwest corner of Plant No. 1 as the preferred alternative for the new Administration and Laboratory Building due to the short and long-term impacts of the Plant No. 1 main entry realignment proposed by Orange County Transportation Authority caused by the California Department of Transportation (Caltrans) 1-405 Widening Project that will revise the Ellis Avenue onramp to the south bound 1405. In December 2015, staff issued the Request for Proposals for the design of the Headquarters Complex, associated site and security improvements, and entrance modifications, and herein presents the results of the solicitation process. RELEVANT STANDARDS • Provide a safe and collegial workplace • Maintain collaborative and cooperative relationships with neighboring agencies • Ensure that assetstfacilities blend in with the surrounding community • Make it easy for people to understand OCSD's roles and value to the community • Government Code 4526: Select the "best qualified firm' and "negotiate fair and equitable fees" Page 1 of 5 PROBLEM Staff are spread throughout the plant in multiple aging buildings and trailers. The existing administration buildings and laboratory are not code compliant, are in need of extensive maintenance rehabilitation, and lack building permits with the City of Fountain Valley. The Orange County Sanitation District (Sanitation District) is obligated to bring these facilities up to code requirements by agreement with the City of Fountain Valley. An Administrative Facilities Master Plan, completed in January 2014, evaluated the repair versus replacement options for the existing buildings and trailers at Plant No. 1. Most buildings and all trailers will realize the end of their useful life within a 30-year planning horizon. The study estimated the repair of the existing facilities and uncoordinated replacement at the end of the useful life of each building to be more expensive and more disruptive over the long term, and had significantly more risk due to the unknown conditions in the structures. Keeping staff spread throughout multiple buildings is not conducive to a collaborative work environment. The Headquarters Complex was originally envisioned to be in the north area of Plant No. 1, but the 1-405 Widening Project presented short and long-term impacts that were evaluated in a Site Alternatives Evaluation resulting in the relocation of the facilities to the southwest area of Plant No. 1 as the primary option. PROPOSED SOLUTION The proposed project consists of the construction of a new Headquarters Complex consisting of an Administration Building and a Laboratory Building in accordance with the Administrative Facilities Implementation Plan and the Site Alternatives Evaluation in the southwest comer of the plant which is bordered by Ward Street and Garfield Avenue. Two alternatives shall be included in the CEQA evaluation, which are the north area of Plant No. 1 in the location of the existing Administration and Human Resources Building and across Ellis Avenue on land now occupied by businesses. HDR, Inc. (HDR) will support the CEQA efforts for the three alternatives by providing necessary information and exhibits. If work does not proceed on the Headquarters Complex, then alternatives to rehabilitate the existing buildings, replacement of existing trailers, and replacement of buildings that reach the end of their useful life in a 30-year planning window would have to be implemented at an overall higher life-cycle cost. TIMING CONCERNS The schedule driver of this project is to construct the new Headquarters Complex and minimize investment in rehabilitation and maintenance of existing buildings and trailers. Delays lead to additional maintenance expenditures on existing buildings and escalation of construction costs. Page 2 of 5 RAMIFICATIONS OF NOT TAKING ACTION • Buildings are currently not in compliance with the Americans with Disability Act(ADA). • Failure to comply with timing requirements in agreements with City of Fountain Valley to address ADA compliance issues for existing buildings. • Escalated construction cost. • Additional funds expended over a 30-year planning horizon to rehabilitate and replace existing buildings and trailers. PRIOR COMMITTEE/BOARD ACTIONS October 2015 — Designated the southwest corner of Plant No. 1 as the location for the Headquarters Complex as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. June 2015 — Established a new project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. ADDITIONAL INFORMATION Request for Proposal: A Request for Proposal which describes the Consultant's Scope of Work required for the project was advertised on December 28, 2015. Proposals were received on February 18, 2016 from two firms: Harley Ellis Devereaux (HED) and HDR. A Staff Evaluation Committee consisting of five representatives from Engineering, Planning, and Public Affairs Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Purchasing Ordinance No. OCSD-47. Five representatives from the Contracts Administration Division, Laboratory, and the Engineering Department participated in the evaluation process as non-voting members. The proposals were evaluated according to: (1) project understanding and approach; (2) required qualifications; (3) applicable related project experience; and (4) project team and staff qualifications. The Evaluation Committee reviewed the proposals and interviewed both HED and HDR to meet the key team members and further evaluate the firms' qualifications. Pursuant to the results of the interview, the Evaluation Committee selected HDR as the top-ranked firm as shown in Table 1. Page 3 of 5 TABLE 1 PROPOSAL EVALUATION* Consultant Evaluator HDR HIED Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Reviewer D 1 2 Reviewer E 1 2 Overall Ranking 1 2 Proposal Fee $12,374,914 - Negotiated Fee Proposal $11,785,709 * Based on scores after interview Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with Orange County Sanitation District Ordinance No. OCSD 47, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with HDR to clarify the requirements of the Scope of Work, the assumptions to be used for the estimated level of effort, and the level of design detail required to meet the goals and objectives for the project. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort was evaluated in detail for each phase, task, and subtask, and found to be justified by the needs of the project, the agreed upon assumptions, and the Sanitation District's expectation for the quality of services. • The Consultant's fringe and overhead costs, which factor into the billing rate is reasonable and lower than other similar agreements. The contract profit is 5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Design Services Agreement to HDR. CEQA CEQA work will commence for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. 131-128, with the coinciding approval of an agreement for professional services with LSA at the June 2016 Board of Directors meeting. Page 4 of 5 FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance. Budget for the project, Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, is included in the proposed budget for Fiscal Years 2016-17 and 2017-18 recommended for adoption at the June 2016 Board of Directors meeting. ATTACHMENT The following attachment(s) may be viewed on-line at the OOSD website (wwwocsd.com) with the complete agenda package: • Professional Design Services Agreement • Presentation from 6/1/2016 Operations Committee meeting (see attachment included with previous item) WS:dm:gc Page 5 of 5 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 22nd day of June, 2016 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and HDR, Inc., for purposes of this Agreement hereinafter referred to as"CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Project No. P1-128, Headquarters Complex, Site and Security, and Entrance Realignment Program; and to provide Design services for architectural and engineering services including design and construction support services and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on June 22, 2016 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 7. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the PDSA PROJECT NO.Pl-128 Revised 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 1 of 19 SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (30)calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 2 of 19 for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Eleven Million Seven Hundred Eighty-Five Thousand Seven Hundred Nine Dollars ($11,785,709). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment 'E"- Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 3 of 19 As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 4 of 19 CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 5 of 19 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 6 of 19 E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 7 of 19 D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 8 of 19 B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 9 of 19 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 10 of 19 • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 11 of 19 J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPECHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 12 of 19 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 13 of 19 CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha K. Dubrovski, Principal Contracts Administrator Copy: Wendy Sevenandt, Project Manager Notices shall be mailed to CONSULTANT at: HDR, Inc. 3230 El Camino Real, Suite 200 Irvine, CA 92602 Attention: Trip Grant All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 14 of 19 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution Services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 15 of 19 services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 16 of 19 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH OCSD POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all OCSD policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 17 of 19 i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 18 of 19 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: HDR, Inc. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Labor Hour Matrix Attachment"C"—NOT USED Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— NOT USED Attachment"G"— NOT USED Attachment"H"—NOT USED Attachment"I"—Cost Matrix and Summary Attachment"J"— NOT USED Attachment"K"—Hourly Rate Schedule for Minor Subconsultant Attachment"L"—OCSD Safety Standards NKD:JSK:ms PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 19 of 19 ADMINISTRATION COMMITTEE Melting D310 TOBE.Or Dir. 06/08/16 O6/22/16 AGENDA REPORT Item Item Number 2 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL SUBSCRIPTION AND SUPPORT GENERAL MANAGER'S RECOMMENDATION A. Authorize purchase of an annual licensing and maintenance agreement for IBM Maximo and WebSphere software and support using Dataskill, Inc. in the amount of $180,166.41 for one year; and B. Approve a contingency of $36,033 (20%) for additional licenses identified in the current Maximo implementation plan. BACKGROUND IBM Maximo was implemented in January 2015 and is used by Operations and Maintenance in the lifecycle management of the treatment plants' physical assets. The product provides real-time visibility into asset performance and enables staff to proactively control and optimize asset performance. This includes improved asset and labor productivity, better optimization of maintenance resources, improved efficiency in inventory management, and prevention of asset failure. IBM WebSphere is a necessary software component of JD Edwards, our Financial Management system. In order to properly maintain and repair Orange County Sanitation District's (Sanitation District)facilities, the Information Technology(IT)division has needs to purchase software support and maintenance as a service for IBM Maximo and IBM WebSphere software. Such requirements will help maintain our Enterprise Asset Management system (IBM Maximo) and the Financial Management system. The renewal and payment for software support and maintenance is executed on an annual basis. RELEVANT STANDARDS • Maintain and support Enterprise Asset Management system and Financial Management system • Investment proposals and decisions based on clearly defined standards Page 1 of 3 PROBLEM The annual software maintenance for IBM Maximo and IBM WebSphere will expire on June 30, 2016. The software maintenance provides Sanitation District staff with support from IBM and software updates to enhance and correct issues with the software. PROPOSED SOLUTION Renew the annual software maintenance for IBM Maximo and IBM WebSphere before June 30, 2016. Not renewing the support will cause the Sanitation District to be ineligible to receive support and software enhancement from IBM. TIMING CONCERNS The renewal has to be completed prior to June 30, 2016. RAMIFICATIONS OF NOT TAKING ACTION Not renewing the annual software maintenance will cause the Sanitation District to lose support and software enhancement from IBM. The Sanitation District will also need to repurchase all the software at a cost in excess of one million dollars. PRIOR COMMITTEE/BOARD ACTIONS June 2015 - Board Award M.O. 6/24/2015, Item No. 8 ADDITIONAL INFORMATION For the upcoming year's renewal, the Sanitation District's Purchasing Division, in collaboration with the IT division, administered a bidding process for this purchase (Bid# 5-2016-784), obtaining competitive sealed bids from vendors in accordance with Section 2.02 of Ordinance OCSD-47. The Sanitation District received responses from Dataskill, Inc. and ESCgov, Inc. The most responsive and responsible proposer was Dataskill, Inc. with the lowest bid of $180,166.41. Staff recommends selection of Dataskill, Inc. to provide IBM Tivoli Maximo and WebSphere (EnterpriseOne) annual subscription and support. CEQA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS The items purchased through the process are budgeted in the annual Joint Operating Budget. ATTACHMENT The following attachment(s)may be viewed on-line at the OCSD webslte(www.ocsd.com)with the complete agenda package and attachments: N/A Page 3 of 3 ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Of Dir. 06/08/16 O6/22/16 AGENDA REPORT Item Item Number 3 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: FY 2016-17 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 16-10 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Use Charges forthe FY 2016-17 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority." BACKGROUND Currently, Orange County Sanitation District (Sanitation District) invoices the Santa Ana Watershed Project Authority (SAWPA) on a quarterly basis for the wastewater discharge we receive from the Santa Ana River Interceptor(SARI) line. Annually, the rates for flow, biochemical oxygen demand (BOD), and total suspended solids (TSS) are calculated based upon the fiscal year budget for treatment and disposal costs and the 1996 Wastewater Treatment and Disposal agreement. The rates calculated for each constituent for FY 2016-17 for wastewater discharge are: FLOW $175.17 BOD $278.14 TSS $387.85 The FY 2016-17 rates are a 2.1 percent decrease from the FY 2015-16 rates due to a 2.1 percent decrease in the treatment and disposal costs in the proposed FY 2016-17 Budget. These rates are separate from the rates charged for additional capacity purchases by SAWPA. RELEVANT STANDARDS • Sound engineering and accounting practices, complying with local, state and federal laws • Stable rates, no large unforeseen rate increases Page 1 of 2 TIMING CONCERNS The rates should be effective for July 1s' of FY 2016-17. RAMIFICATIONS OF NOT TAKING ACTION The rates would not be established for FY 2016-17 for cost recovery for treatment and disposal of SAWPA's wastewater discharge. PRIOR COMMITTEE/BOARD ACTIONS June 2015 — Adopted Resolution No. OCSD 15-13 Establishing Use Charges for the FY 2015-16 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following affachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Draft Resolution No. OCSD 16-10 Page 2 of 2 RESOLUTION NO. OCSD 16-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ESTABLISHING USE CHARGES FOR THE 2016-17 FISCAL YEAR PURSUANT TO THE WASTEWATER TREATMENT AND DISPOSAL AGREEMENT WITH THE SANTA ANA WATERSHED PROJECT AUTHORITY ("SAWPA") WHEREAS, the Board of Directors has approved the Wastewater Treatment and Disposal Agreement with the SANTA ANA WATERSHED PROJECT AUTHORITY ("SAWPA'); and, WHEREAS, said agreement provides for payment of Disposal Costs for the measured and sampled flow of Wastewater discharged from SAWPA's SARI Service Area to Districts' facilities; and, WHEREAS, said agreement provides for adjustment of said Disposal Costs on an annual basis. NOW, THEREFORE, The Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1. That pursuant to Section C4 of the Wastewater Treatment and Disposal Agreement, the 2016-17 fiscal year charges for Disposal Costs are hereby established as follows: For Flow: $ 175.17 per million gallons of flow For Biochemical Oxygen Demand: $ 278.14 per thousand pounds For Total Suspended Solids: $ 387.85 per thousand pounds PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 22, 2016. John Nielsen Board Chair ATTEST: Kelly A. Lore Clerk of the Board OCSD 16-10-1 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 16-10 was passed and adopted at a regular meeting of said Board on the 22nd day of June 2016, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 22nd day of June 2016. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 16-10-2 ADMINISTRATION COMMITTEE Melting Dat0 TOBE.Of Dir. 06/08/16 O6/22/16 AGENDA REPORT Item Item Number s 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2016-17 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 16-11 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2016-17, for the District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." BACKGROUND This routine annual action adopts a resolution establishing the spending limit for "proceeds of taxes" in accordance with Article XIII B of the Constitution of the State of California (Section 7910 of the Government Code). The Sanitation District's annual appropriations are well below the limit. In 1979, Proposition 4 (the Gann Initiative)was approved adding Article XIII B to the State Constitution. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. This initiative was designed to constrain government expenditures by placing an annual limit on jurisdictions' revenue and appropriation growth. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. This annual allowance growth is linked to changes in population and cost of living. The passage of Proposition 111 in June 1990 amended Article XIIIB, making changes in the base year upon which the appropriations limit is based, establishing new cost of living factors and new population factors for use by local governments, and increasing appropriations not subject to the limit (primarily qualified capital outlay projects). The financial constraints of Article XIII B apply to the State, all cities, counties, special districts and all other political subdivisions. RELEVANT STANDARDS • Produce Operations and CIP budgets every two years with annual update PROBLEM Article XIII B of the State Constitution places limits on the amount of revenue that can be appropriated by all entities of government. Page 1 of 2 PROPOSED SOLUTION Approval of the proposed resolution establishing the annual appropriations limit for fiscal year 2016-17 in accordance with the provisions of Division 9 of Title 1 of the California Government Code. TIMING CONCERNS The proposed two-year budget, effective July 11381 of this year, will be finalized and presented to the Board for adoption in June. The appropriations limit resolution needs to be approved in conjunction with the budget. RAMIFICATIONS OF NOT TAKING ACTION The District will not be able to carry out its financial fiduciary duties beyond June 30, 2016. ATTACHMENTS The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Draft Resolution No. OCSD 16-11 Page 2 of 2 RESOLUTION NO. OCSD 16-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2016-17 FOR THE DISTRICT IN ACCORDANCE WITH THE PROVISIONS OF DIVISION 9 OF TITLE 1 OF THE CALIFORNIA GOVERNMENT CODE WHEREAS, Article XIII B of the Constitution of the State of California as proposed by the Initiative Measure approved by the people at the special statewide election held on November 6, 1979, provides that the total annual appropriations limit of each local government agency shall not exceed the appropriations limit of such entity for the prior year, adjusted for changes in the cost of living and population, except as otherwise specifically provided for in said Article; and, WHEREAS, the State Legislature added Division 9 (commencing with Section 7900) to Title 1 of the Government Code of the State of California to implement Article XIII B of the California Constitution; and, WHEREAS, Section 7910 of the Government Code provides that each year the governing body of each local jurisdiction shall, by resolution, establish its appropriations limit for the following fiscal year pursuant to Article XIII B at a regularly-scheduled meeting or a noticed special meeting and that fifteen (15) days prior to such meeting, documentation used in the determination of the appropriations limit shall be available to the public; and, WHEREAS, Section 7902 (a) of the Government Code sets forth the method for determining the appropriations limit for each local jurisdiction for the 2016-17 fiscal year; and, WHEREAS, the Board of Directors wishes to establish the appropriations limit for fiscal year 2016-17 for the District. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That it is hereby found and determined that the documentation used in the determination of the appropriations limit for the Orange County Sanitation District, for fiscal year 2016-17, was available to the public in the Finance Department of said District at least fifteen (15) days prior to this date. OCSD 16-11-1 Section 2: That the appropriations limit for fiscal year 2016-17 for the Orange County Sanitation District, as established in accordance with Section 7902(b) of the California Government Code is $101,767,000 which sum is within the maximum authorized spending limitation for fiscal year 2016-17. Section 3: That the Board of Directors of the Orange County Sanitation District, has determined that the percent change in California per capita personal income from the preceding year would be the cost of living factor to be used and the weighted average population change of the cities within the District would be the population factor to be used in calculating the Orange County Sanitation District's appropriations limit for the Fiscal Year 2016-17. Section 4: The determination of the appropriation limit is based upon the best and most complete information available at this time. The District reserves the right to review and re-establish a new and different limit in the event that it subsequently determines that a modification of the limitation amount is appropriate. PASSED AND ADOPTED at a regular meeting of the Board of Directors held June 22, 2016. John Nielsen Chairman of the Board ATTEST: Kelly A. Lore Clerk of the Board OCSD 16-11-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 16-11 was passed and adopted at a regular meeting of said Board on the 22nd day of June 2016, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 22nd day of June, 2016. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 16-11-3 ADMINISTRATION COMMITTEE Melting D310 TOBE.Or Dir. 06/08/16 O6/22/16 AGENDA REPORT Item Item Number 6 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PROPOSED FY 2016-17 AND 2017-18 BUDGET GENERAL MANAGER'S RECOMMENDATION Approve proposed Operating, Capital, Debt/COP Service and Self-Insurance Budgets for FY 2016-17 and 2017-18 as follows: 2016-17 2017-18 Net Operations, Maintenance &Working Capital $146,356,520 $149,854,390 Worker's Compensation Self Insurance 1,090,000 1,130,000 General Liability and Property Self-Insurance 1,390,000 1,450,000 Net Capital Improvement Program 171,290,000 137,989,000 DebUCOP Service 86,664,000 83,119,000 Reduction of Long Term Obligations 65,000,000 - Intra-District Joint Equity Purchase/Sale(') 3,400,000 1,700,000 TOTAL 5475.190.520 $375.242.390 (')Cash to/from Revenue Area 14 (RA14) in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15). BACKGROUND The FY 2016-17 and 2017-18 Proposed Budget is enclosed for the Committee's consideration. The Budget has been presented to the Operations Committee at the regular June meeting in orderto allow each Standing Committee an opportunity to review the proposal prior to the June Board meeting. Although each Committee has had an opportunity to review the proposal, it remains the responsibility of the Administration Committee to recommend approval. The Administration Committee recommended that the Board of Directors approve this budget at their June 22, 2016 Board meeting. RELEVANT STANDARDS • Produce Operations and CIP budgets every two years with annual update Page 1 of 2 PROBLEM Lack of understanding of the Orange County Sanitation District's (Sanitation District) resources, or revenues and reserves, makes it difficult to approve a budget that meets the current needs of the Sanitation District, lays the groundwork for future budgets, and keeps the Sanitation District in sound financial condition. PROPOSED SOLUTION Providing the Board of Directors with an understanding of the Sanitation District's resources will assist in the approval of the proposed two-year budget. TIMING CONCERNS The proposed two-year budget, effective July 15' of this year, will be finalized and presented to the Board for adoption in June. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not be able to carry out its financial fiduciary duties beyond June 30, 2016. ADDITIONAL INFORMATION The second year of the two-year budget is being proposed at $375.2 million, or approximately $100 million less than the first year proposed amount of $475.2. This reduction is primarily due to the one-time transfer of$40.0 million set aside in reserves to maintain the local sewer lines being transferred over to the East Orange County Water District, a pay down of the remaining $25 million of unfunded actuarial accrued pension liability to the Orange County Employees Retirement System, and a reduction of $33 million in the capital improvement program due to the timing of when projects become ready for design and construction. ATTACHMENTS The following attachment(s)maybe viewed on-line at the OCSD website(www.ocsd.corn with the complete agenda package: • Proposed FY 2016-17 and 2017-18 Executive Budget Summary (separate attachment) • Proposed FY 2016-17 and 2017-18 Budget (separate attachment) • PowerPoint Presentation - Operations Committee Meeting of June 18t and Administration Committee Meeting of June 81h Fags 2 of 2 Proposed Budget Summary Fiscal Years 2016- 17 and 2017- 18 OJNSV SP Nl jyjay Presenter: Mike White c_ 9 Controller 9o��CJ/N� TXE`fN�EP��g�2 Proposed Budget Summary Revenues FY 16-17 FY 17-18 Fees and Charges $331 M (76%) $340 M (76%) General Income $ 96 M (22%) $100 M (23%) Other $ 8 M ( 2%) $ 6 M ( 1%) Total Revenues $435 M $446 M Outlays FY 16-17 FY 17-18 Operating $146 M (31%) $150 M (40%) Net CIP/RRR $171 M (36%) $138 M (37%) Debt Service $ 87 M (18%) $ 83 M (22%) Other $ 6 M ( 1%) $ 4 M ( 1%) L-T Liability Reduction $ 65 M (14%) $ 0 M ( 0%) Total Outlays $475 M $375 M Major Revenue Components Include Fees/Charges and General Income Other Fees & Charges General $8 M $331 M Income 2% 76% $99 M 23% General Income $96 M Fees & Charges Other 22% $340 M 1 M �pro 76% Proposed Revenues Proposed Revenues FY 16-17 = $435 Million FY 17-18 = $446 Million Most OCSD Revenue is Related to User Fees Proposed FY 16-17 FY 17-18 General User Fees $ 287 M $ 291 M Permit User Fees $ 11 M $ 12 M Assessments $ 20 M $ 19 M Capital Facilities Capacity Charges $ 13 M $ 18 M Total Fees & Charges $ 340 M Comparison of SFR Rates (July 2015) $800 784 $700 $600 $500 $400 $322 $300 $200 $155 $0 Property Tax Revenue will Rise with the Continuing Economic Recovery Proposed FY 16-17 FY 17-18 Property Tax Revenue $ 87 M $ 91 M Interest Revenue $ 9 M $ 9 M Total General Income $ 96 M $ 100 M Other $ 8 M $ 6 M OCSD Outlay Categories Proposed FY 16-17 FY 17-18 Operating Expense $ 146 M $ 150 M Net Capital Improvement/RRR $ 171 M $ 138 M Debt Service $ 87 M $ 83 M Other $ 6 M $ 4 M Long-Term Obligations $ 65 M $ 0 M Total Outlays $ 475 M $ 375 M , s. Proposed Operating Expense Summary Description FY 15-16 FY 16-17 FY 17-18 Approved Proposed Proposed Salaries and Wages $ 94.8 M $ 89.3 M $ 90.6 M Contractual Services 23.9 M 24.8 M 22.6 M Operating Mat'Is & Supplies 17.2 M 16.7 M 17.4 M Repairs and Maintenance 12.4 M 14.3 M 16.2 M Utilities 7.8 M 8.9 M 10.2 M Other 10.1 M 11.6 M 12.4 M Cost Allocation -16.9 M -19.2 M -19.4 M Net Operating Requirements $149.3 M $146.4 M $150.0 M Percentage Increase (Decrease) (2.0%) 2.4% CIP Consists of Four Distinct Types Proposed FY 16-17 FY 17-18 Replacement/Rehabilitation $ 97 M $ 84 M Improved Treatment $ 32 M $ 19 M Additional Capacity $ 45 M $ 30 M Support $ 16 M $ 20 M Total Outlays $ 190 M $ 153 M CIP Program Ten-Year Annual Outlays (in millions) $260 $244 $245 $244 $240 1233 $220 $222 $213 $200 $190 $197 $180 V$176 $160 $140 $153 $120 14 $100 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-16 No Additional Debt Issuances are Planned $loons: OUTSTANDING DEBT $1,600 $1,400 $1,200 $1,000 — $800 $600 $400 $200 $0 2010 2015 2020 2025 2030 2035 2040 4 �s. Questions ? ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant Services Agreement POTW Publicly Owned Treatment Works ppm Parts per million PSA Professional Services Agreement RFP Request For Proposal Glossary of Terms and Abbreviations RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos — The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know as the benthic zone. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Glossary of Terms and Abbreviations Certificate of Participation (COP) -A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) - Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) - the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Greenhouse gases - In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System - A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)-Goals to support environmental and public expectations for performance. NOMA- N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) - An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume-A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)- Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line - A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer - Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) - Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment - Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge - Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)-The amount of solids floating and in suspension in wastewater. Glossary of Terms and Abbreviations Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.