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07-24-2013 Board Agenda Packet
Wednesday, July 24,2013 Orange County Sanitation District _ 6:30 P.M. Regular Meeting of the Board Room Board of Directors 10844 Ellis Avenue Fountain Valley, CA 92708 (714)593-7130 AGENDA INVOCATION AND PLEDGE OF ALLEGIANCE: (Tom Beamish, City of La Habra) ROLL CALL & DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CLAIMS: DIRECTORS: Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party seeking a contract with OCSD. This requires that you identify the contributor by name. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with OCSD. For the specifics of Government Code Section 84308, please see your Director's Handbook or call the office of General Counsel. 1. Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 06/15/13 06/30/13 Totals $6,290,433.27 $10,034,536.97 e7/24/13 OCSD Board of Directors Agenda Page 1 of 6 CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 2. Approve minutes for the Regular Board Meeting held on June 26, 2013. 3. A. Receive and file Addendum to the Collection System Improvement Plan Program Environmental Impact Report (PEIR); and B. Approve Plans and Specifications for Balboa Trunk Sewer Rehabilitation, Project No. 5-47, on file at the Office of the Clerk of the Board; and C. Approve Addendum Nos. 1 and 2 to the plans and specifications; and D. Award a construction contract to Charles King Company, Inc. for the Balboa Trunk Sewer Rehabilitation, Project No. 5-47, for a total amount not to exceed $3,313,100 and, E. Approve a contingency of$397,572 (12%). 4. A. Approve a contract with Specialized Reuse and Recycling to haul Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and/or Treatment Plant No. 2 to Orange County Waste and Recycling's Prima Deshecha landfill (Specification No. S-2013-57913D), for the period July 29, 2013 through July 28, 2014, at the unit price of $7.49 per ton, coupled with a fuel surcharge for an estimated annual contract amount not to exceed $290,000 per year, with four one-year renewal options; and B. Approve hauling to alternative sites at unit prices of $0.195/ton/mile within 50-100 miles and $0.185/ton/mile within 101-200 miles; and C. Approve a (10%) unit price contingency. NON-CONSENT: 5. Consider and approve one of the following two options with respect to the unpaid Capital Facility Capacity Charges for 12316 Circula Panorama, Santa Ana in the amount of$2,165: A. Seek payment of the charges pursuant to Ordinance No. OCSD-40; or B. Make a one-time exception in this case and waive the fee in the amount of $2,165. 07/24/13 OCSD Board of Directors Agenda Page 2 of 6 6. A. Receive and file Award Protest issued via email on June 18, 2013 from Katz & Associates concerning the award to Construction Community Relations; and, B. Receive and file letter issued via email on June 21, 2013 from Constructive Community Relations in opposition to the Award Protest from Katz&Associates; and, C. Receive and file Orange County Sanitation District's Determination of Award Protest letter dated June 27, 2013 to Katz & Associates responding to the protest of award; and, D. Deny award protest filed by Katz&Associates; and, E. Approve a Professional Services Agreement with Constructive Community Relations providing construction outreach services for the Newport Beach Construction Program, Specification No. PSA-2013-568, for a two-year period effective August 1, 2013 through July 31, 2015, for an amount not to exceed $300,000, with three one-year renewal options, not to exceed $150,000 per renewal year. STEERING COMMITTEE: 7. Approve minutes for the Steering Committee Meeting held on June 26, 2013. 8. A. Declare the Orange County Sanitation District's position on the changes to the Orange County Retirement System (OCERS) Unfunded Actuarial Accrued Liability (UAAL) Amortization Period; and B. Provide direction to the General Manager on measures to be taken in representing declared Board position. OPERATIONS COMMITTEE: 9. Approve minutes for the Operations Committee Meeting held on July 3, 2013. 10. A. Approve a Professional Consultant Services Agreement with AECOM Technical Services, Inc. to provide construction support services for the Balboa Trunk Sewer Rehabilitation Project, Project No. 5-47, for an amount not to exceed $284,951; and, B. Approve a contingency of$28,495 (10%). 07/24/13 OCSD Board of Directors Agenda Page 3 of 6 11. Approve a contingency increase of $59,661 (3%) to the Professional Design Services Agreement with Black & Veatch Corporation for CenGen Emissions Control, Project No. J-111, for a total contingency of $ 258,529 (13%). 12. A. Award a Service Contract to Ayala Engineering for Manhole Frame and Cover Replacement, Specification No. S-2013-569, for a total annual amount not to exceed $256,950 for the period July 1, 2013 through June 30, 2014, with four one-year renewal options; and, B. Approve a contingency of$25,695 (10%). 13. Approve a contingency increase of$499,970 (0.26%)to the construction contract with J.F. Shea Construction, Inc. for Headworks Improvements at Plant No. 2, Project No. P2-66, for a total contingency of$7,230,333 (3.76%). ADMINISTRATION COMMITTEE: 14. Approve Minutes of the Administration Committee Meeting held on July 10, 2013. 15. Adopt Resolution No. OCSD 13-12, Establishing the Annual Appropriations Limit for Fiscal Year 2013-14, for the Sanitation District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code. 16. Approve the Memorandum of Understanding with the County of Orange regarding the use of ALERT OC, the Countywide Mass Notification System. 17. A. Approve a Professional Services Agreement for Specification CS-201 1- 499BD-Phase III with Total Resources Management, Inc. (TRM, Inc.), effective July 25, 2013, for Phase 3 of the Implementation of the IBM- Maximo Enterprise Asset Management System, for an amount not to exceed $810,567; and B. Approve a contingency in the amount of$81,057 (10%). 18. Authorize the purchase of new atmospheric monitors from Mallory via US Communities, for a total not to exceed $300,000, in accordance with Resolution No. OCSD 07-04, Section 3.08: Cooperative Procurement. 19. Authorize the General Manager to issue Revenue Refunding Certificate Anticipation Notes, Series 2013A, as one-year fixed-rate obligations, in an amount not to exceed $135.0 million to replace the $131.7 million Revenue Refunding Certificate Anticipation Notes, Series 2012C maturing on October 30, 2013. 07/24/13 OCSD Board of Directors Agenda Page 4 of 6 20. Adopt Resolution No. OCSD 13-13, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest District's Funds; Adopting District's Investment Policy Statement and Performance Benchmarks for FY 2013-14; and Repealing Resolution No. OCSD 12-11. GWRS COMMITTEE: 21. Receive and file the Minutes of the GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE meeting held on April 8, 2013. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property, (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Convene in closed session. 1. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION (Government Code Sections 54956.9(d)(2), 54956.9(e)(3)) Significant Exposure to Litigation Number of Potential Cases: 1 Kiewit Claim re. P1-102 2. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION (Government Code Section 54956.9(d)(4)) Initiation of Litigation Number of Potential Cases: 2 o SAW PA Enforcement/Cost Recovery Action o Disclosure of Information 3. CONFERENCE WITH LEGAL COUNSEL RE. EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Number of Potential Cases: 1 City of Anaheim v. Matosantos, Sacramento County Superior Court, Case No. 2013-80001529 07/24/13 OCSD Board of Directors Agenda Page 5 of 6 Reconvene in regular session. Consideration of action, if any, on matters considered in closed session. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the next regular Meeting on August 28, 2013, at 6:30 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)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Maria E.Ayala Clerk of the Board (714)593-7130 mavalaaocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberb0ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli(cDocsd.cem Director of Engineering Nick Kanetis (714)593-7310 nkanetis()omd.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontestclocsil Director of Finance and Lorenzo Tyner (714)593-7550 Itvnerralomd.com Administrative Services Director of Human Resources Jeff Reed (714)593-7144 ireed(cDocsii Director of Operations&Maintenance Ed Tortes 714 593-7080 etorres ocsd.com 37/24/13 OCSD Board of Directors Agenda Page 6 of 6 BOARD OF DIRECTORS Neebng Date I TOBA.Of Dir. 07/24/13 AGENDA REPORT Item Number Item N t umber Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PAYMENT OF CLAIMS OF THE ORANGE COUNTY SANITATION DISTRICT GENERAL MANAGER'S RECOMMENDATION Ratify Payment of Claims of the District by Roll Call Vote. CONFLICT OF INTEREST NOTIFICATION Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party to a contract involving the Orange County Sanitation District. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with the District. In general, you must disclose the basis of the conflict by identifying the name of the firm or individual who was the contributor. For the specifics of Government Code Section 84308, please see your Director's Handbook or call the office of General Counsel. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION See attached listing. ATTACHMENTS The following attachment(s) are attached in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: 1. Copies of Claims Paid reports from 6/01/13— 6/15/13 and 6/16/13— 6/30/13 Page 1 of 1 Return to Agenda Report Claims Paid From 6/1113 to 6115/13 Vendor Warrant No. Amount Description Accounts Payable Warrants Ago lnduslriesDBA So-Cal Sweeping 57126 $ 980.00 Street Sweeping Services Air Products&Chemicals,Inc. 57027 46,315.98 Chemicals,WatanWastewater Treatment Airgas Safety,Inc. 1081 1,184.98 Safety,Security,Health Equipment,Supplies.and Services Allan P.Dumlao 57148 230.00 MeetinglTraining Expense Reimbumement American Training Resources,Inc. 57NI 644.55 Safety,Security,Health Equipment,Supplies,and Services AppleOne Employment Service 1082 959.36 Professional ServlcesRemp pry Services Axis International 51043 150.00 Books&Publications AT&T 51040 235.60 Telecommunications AT&T Long Distance. 57044 7.16 Telecommunications AWAssoclate.Inc. 57US 1,013.60 Repair&Maintenance Services and/or Supplies Aydin,Ozgur 56931 3,324.28 Septic User Refund Bank of New York Mellon Trust 51046 11,343.37 Professional Services-Financial Battery Systems,Inc. M932 256.56 Repair&Maintenance Services and/or Supplies Best Contracting Services,Inc. M933 3,645.28 Repair&Maintenance Services and/or Supplies Brown&Caldvrell 57028 197,349.83 Professional SamicesrEngineering Design Services Buchi Corporation 56934 4,260.04 Repair&Maintenance Services and/or Supplies Bureau Ventas North America,Inc. 1083 2,800.00 Industrial Hygiene Services Burlington Safety Laboratory of CA,Inc. M935 449.50 Safety,Security,Health Equipment,Supplies,and Services Bush&Associates,Inc. 51047 1,472.00 Professional SamicesrSumeying Services California Barricade Rentals 51048 11,195.84 Miscellaneous Services California Dept.of Child Support 57049 2,786.85 Judgments Payable California Recreation Company 1070 3,378.71 Boat Slip Rental-Nerissa Ocean Monitoring Vessel California Recreation Company 10" 3,388.91 Boat Slip Rental-Nerissa Ocean Monitoring Vessel California Surveying&Drafting Supply W936 6,782.60 Computers,Software/Hardware Camali Corp. 57050 500.00 Repair&Maintenance Services and/or Supplies Cameron Compression Systems 57029 27,739.30 Repair&Maintenance Services and/or Supplies Capital Safely 57051 7,500.00 Professional Organizations MeetingarainingNambemhip Carl Karcher Enterprises,Inc W937 373.13 Sewer User Refund Cemtek Environmental,Inc. 57052 4,291.67 CEMS Maintenance Agreement CEPA Operations,Inc. M939 487.00 Repair&Maintenance Services and/or Supplies City of Huntington Beach 56975 12,540.62 Water Use City of Huntington Beach 57083 10.71 Water Use Clean Harbors Environmental Services 1085 7,247.69 Grit&Screenings;Hazard Waste Disposal CMAA 56940 975.00 Professional Organizations Meeting/RalninglMembership Comm Vault Systems,Inc. 56941 1,000.00 Computer HardwarelSoftware Commercial Transportation Services M942 138.11 On-Site Training Connell ChevroleAGEO 68943 266.05 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Controlled Motion Solutions 56944 593.22 Repair&Maintenance Services and/or Supplies Converse Consultants 56945 6,351.00 Professional Services/Professional ServiceslMaterials&Geotechnical Tasting Cooperative Personnel Services M948 259.00 Human Resources Services Corporate Image Maintenance,Inc. 57030 36,570,00 Janitor&Household Service&Supplies Cortech Engineering 56946 6,252.63 Repair&Maintenance Services and/or Supplies County of Orange-Health Care Agency 57031 35,329.00 Governmental Agency Fees&Charges County of Orange Auditor Controller M947 307.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 57053 967.50 Governmental Agency Fees&Charges County of Orange Auditor Controller 570M 540.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 57055 375.00 Governmental Agency Fees&Charges Court Order 57090 2,179.38 Judgments Payable EXHISITA nnntormm Page 1 of 6 WlMO13 Claims Paid From 6/1/13 to 6115/13 Vendor Warrant No. Amount Description Court Order 57112 108.00 Judgments Payable Court Order 57145 912.50 Judgments Payable CR&R,Inc. 57056 1,742.45 Waste Disposal CS-AMSCO 56949 4,116.96 Repair&Maintenance Services and/or Supplies CSUF,University Extended Education 57067 2,925.00 Professional Services/Human Resource Services CWEA Membership 57058 420.00 Professional Organinations MeetingamininglMembership Datalink Netwoft,Inc. 57032 34,001.s4 Computers,Software/Hardware&Managed Services Dataskill M923 124,174.61 Computers,Schsare/Hardware&Managed Services David Andrade 57147 170.00 Meeting/rmining Expense Reimbursement David P.Halverson 57150 116.00 Meeting/rreining Expense Reimbureement David R.Heinz 57151 340.00 Meeting?raining Expense Reimbursement David Wheeler Pest Control,Inc. M950 1,260.00 Pest Control Services Deaver Manufacturing Co. 57069 592.58 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Denovo Ventures LLC M951 300.00 JOE Upgrade Consulting Services Desed Pumps&Parts,Inc. 57060 361.25 Repair&Maintenance Services and/or Supplies Donald A.Hawthorne 57018 1,030.46 Meeting/Training Expense Reimbursement Doug M.Dysart 57149 230.00 Meeting/Tmining Expense Reimbursement Dunn-Edwards Corporation M952 51 Facilities,Maintenance,Services&Supplies Employee Benefits Specialists,Inc. 57033 817,W4.57 Reimbursed Prepaid Employee Medical&Dependent Care Employee Benefits Specialists,Inc. 57061 11,502.38 Reimbursed Prepaid Employee Medical&Dependent Care Environmental Engineering&Contracting 57062 3,430.00 Professional Services/Specialty Course Audits Factory Motor Parts Company M953 6,185.42 Batteries,Various Feviola Miranda 57155 145.75 MeetinglTmining Expense Reimbursement Faces Corporation 51 22.78 Freight Services Fisher Scientific M965 12,006.69 Laboratory Services&Supplies Fisher Scientific 57063 7,284.37 Laboratory Services&Supplies Fleet Services 51064 1,210.23 Tuck Repair Founded Valley AAA Auto Spa M956 907.17 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Franchise Tax Board M957 9,544.30 Judgments Payable Franchise To.Board 57065 100.00 Judgments Payable Franklin Covey 57066 51.76 Office Supplies Fresno First Bank-Acct 100013307 57146 5,115.90 Consimction,Retention Frys Electronics 57068 28.04 Computers,Soilwarel-lardware G&B Creative Solutions LLC M958 7,246.60 Printing and Publications G&B Creative Solutions LLC 57069 3,705.88 Printing and Publications Garland Manufacturing Co. 57070 291.63 Repair&Maintenance Services and/or Supplies Garrett Callahan Company M969 1,491.04 Chemicals,WatenWastewater Treatment Garrett Callahan Company 57071 4,072.64 Chemical&WaterfWasdwadr Treatment General Electric Company M960 3,293.68 Electriwl/Electronic Equipment,Pads&Repairs George L.Robertson 57158 308.00 Meeting/Training Expense Reimbursement Gina A.Totsch 57021 124.70 Meeting/rmining Expense Reimbursement Glens Alignment&Broke Service M961 129.00 Autos.Tmcks&Maine Equipment,Pens,Accessories B Services Globalsdr C/O Custom Cellular 57072 1,379.02 Telecommunications GMF Sound,Inc. M962 363.67 Professional Services Golden State Overnight Delivery Service M963 56.76 Courier Services Golden State Overnight Delivery Service 57073 22.48 Courier Services Golden West Machine,Inc. 56964 4,990.00 Repair&Maintenance Services and/or Supplies Golden West Window Service M965 2,952.00 Facilities,Maintenance,Services&Supplies Grainger,Inc. M966 2,181.35 Repair&Maintenance Services and/or Supplies EXHIBITA i nQ1Winn Page 2 of 6 &IM013 Return to Anemic Rom Claims Paid From 6/1113 to 6115/13 Vendor Warrant No. Amount Description Grainger,Inc. 57074 3,20762 Repair&Maintenance Services and/or Supplies Greybar Electric Company M967 2,549.85 Electncal/Electionic Equipment,Pans&Repairs Gmyber Electric Company 57075 5,625.86 Electncal/Elecnonlc Equipment,Pads&Repalre H.H.Fremer Architects,Inc. M924 49,935A7 ConsWction Haaker Equipment Company W968 12948 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Handy Hose Services 57076 229.35 Repair&Maintenance Services and/or Supplies Harrington Industrial Plastics,Inc. M969 8,703.87 Repair&Maintenance Services and/or Supplies Harrington Industrial plastics,Inc. 57077 2,477]4 Repair&Maintenance Services and/or Supplies Hasty Oil Co.,Inc. W970 857.45 Fuel and Lubricants Hasoo Oil Co.,Inc. 57078 569.63 Fuel and Lubricants HDR Engineering,Inc. M925 162,072.58 Professional Services/Engineedng Design Services Hewlett Packard Company 56971 8,844.86 Computers,Software/Hand re Hi Standard Automotive,L.L.C. 57079 18.36 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Hill Brothers 1067 210,579.14 Chemicals,WaterWastewater Treatment Hill Brothers 1079 80,759.08 Chemicals,WashWastewater Treatment Hilti,Inc. 56972 2,592.45 Repair&Maintenance Services and/or Supplies Hilt,Inc. 57080 1,284.39 Repair&Maintenance Services and/or Supplies Home Depot M973 1,609.10 Miscellaneous Pads and Supplies Horizon Technology 57081 208.70 Laboratory Services&Supplies Hub Auto Supply 56974 435.49 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Hub Auto Supply 57082 61.20 Autos.Trucks&Marine Equipment,Parts,Accessories&Services Hyatt Legal Plans 570M 1,748.00 Professional Services-Legal IL Farm Cage&Restaurant,Inc. 57085 239.91 Sewer User Refund Indiana Child Support Bureau 57086 290.00 Judgments Payable Industrial Threaded Protlucal,Inc. 1086 7,903.53 Repair&Maintenance Services and/or Supplies Intl.Union of Oper.Eng.AFL CIO Local 57087 4,748.14 Dues Deductions Idratek Computer,Inc. 57088 1,238.90 Network/Server/Printer Maintenance Services ISA Publications 56976 2,178.32 Subscription Jaime M.Malpede 57020 171.89 MeetinglTraining Expense Reimbursement James D.Niswonger 57157 763.81 Meeting/Training Expense Reimbursement James D.Ruth 57163 10,000.00 Professional Services/Consultant Jamison Engineering Contractors,Inc. 57089 8,490.00 Professional Services/Construction Support Services Kanawha Insurance Company 57091 2,425.66 Voluntary Benefits-SSTD Insurance Kendra Water Solutions 1068 86,390.09 Chemicals,WaterWastewater Treatment Kemira Water Solutions 1080 329,395.88 Chemicals,WashWastewater Treatment Lewis Brisbois Bisgaard&Smith 56977 1,573.20 Professional Services-Legal Lexis-Nexis W978 168.00 Books&Publications On-Line Lillestmnd and Associates M979 1,385.43 Professional Services Ullesirend and Associates 57092 4,875.35 Professional Services Linda Losurdo 57019 101.16 Meetingamining Expense Reimbursement LitlleJohn-Reuland Corporation 57093 13,365.19 Repair&Maintenance Services and/or Supplies Malcolm Pimie,Inc. M926 29,313.97 Professional Services/Engineenng Design Services Mark Melby 57153 340.00 Meeting/rmining Expense Reimbursement May T.Kyi 57152 115.00 Meetingamining Expense Reimbursement Michael I.Gold 57017 689.55 MeetinglTraining Expense Reimbursement Michael T.Doman 57016 115.57 Meeting/Training Expense Reimbursement Morrow Meadows Corp. 57037 89,334.00 Consimctlon MTM Recognition Corporation 56980 71.12 Service Awards MWH Americas,Inc. 570U 110,959.70 Professional Services/Engineenng Design Services EXHISITA fnntolmm Page 3 of 6 WlMO13 Claims Paid From 6/1/13 to 6115/13 Vendor Warrant No. Amount Description NACE International 57094 130.00 Professional Organizations Meeting/Trainiag/Membership Nationwide Pourer Solutions,Inc 57095 1,711.00 Batteries,Various Neal Supply Co. M981 1,N7.01 Repair&Maintenance Services and/or Supplies NeMorkReet,Inc. 57096 2,819.48 SofNvare Maintenance Agreement Newark Electronics 57097 2,141.56 Electrical/Electronic Equipment,Pads&Repairs NORLAB 57098 143.70 Laboratory Services&Supplies Norman A.Traub Associates 57099 5,765.60 Legal Services North Central Labs M982 87.85 Laboratory Services&Supplies North Central Labs 57100 126.85 Laboratory Services&Supplies NRG Engine Services,L.L.C. M927 35,094.80 Repair is Maintenance Services and/or Supplies NRG Engine Services,L.L.C. 57101 326.28 Repair&Maintenance Services and/or Supplies OCB Reprographics 51042 3,937.49 Pnnting/Reprogmphics Services OCCABA M983 75.00 Professional Organizations Meeting/Training/Membership OCEA 57102 702.00 Dues Deductible O'Connell Engineering&Construction,In 57103 13,426.00 Repair&Maintenance Services and/or Supplies Olin Corporation 57035 49,087.17 Chemicals,WateaWastewater Treatment Orange County Sanitation District 57107 1,309.31 Petry Cash Expense Orange County ShedH 571N 1,384.68 Judgments Payable Orange County United Way 57105 40.00 Employee Contributions P.A.Poon&Son,Inc 56984 5,148.05 Sander User Refund Pacific Mechanical Supply 1072 592.42 Repair&Maintenance Services and/or Supplies Parker Supply Company 1073 622.08 Miscellaneous Paris and Supplies Peace Officers Council of CA 57106 2,059.92 Dues Deductions,Supervisors&Professionals Performance Pipeline Technologies 57036 26,545.22 Professional Servlces/fifiTV Inspection/Sessarme Cleaning Pinky E.Burke 57162 2,000.00 Meeting/Training Expense Reimbursement PL Hawn Company,Inc. M985 186.50 Repair&Maintenance Services and/or Supplies PL Hawn Company,Inc. 57108 556.42 Repair&Maintenance Services and/or Supplies Polydyne,Inc. 1069 157,556.59 Chemicals,WateaWastewater Treatment Penton Industries,Inc. M986 156.60 Laboratory Services&Supplies Postmaster 57109 216.00 Postage Praxair Distribution,Inc. 57110 604.98 Laboratory Services&Supplies Project Management Institute 57111 164.00 Professional Organizations Meeting/Training/Membership Prudential Overall Supply 1087 1,480.68 Uniforms Pryor Seminars/Career Track 57067 148.01 Professional Organizations Micaingfrraining/Membership PSOMAS M987 8,800.00 Computer Applications&Services Public Resources Advisory Group M988 1,650.00 Professional Services/Engineenng Design Services Pump Action M989 41.06 Oil Filters RBF Consulting 56990 17,508.12 Professional Services/Enginaering Design Services RBF Consulting 57113 5,759.50 Professional Services/Engineering Design Services Rehab West,Inc. 57114 478.20 Human Resources Services Reliastar 57115 3,809.23 Voluntary Employee Life&Cancer Insurance Robert C.Thompson 57022 115.00 Meeting/training Expense Reimbursement Robed F.Carter M938 5,937.44 Septic User Refund Robyn A.Wilcox 57160 328.00 Meeting/Training Expense Reimbursement Safety-Klcen M991 335.11 Repair&Maintenance Services and/or Supplies Sea Diego/Orange Fluid System Technologi M992 398.52 Repair is Maintenance Services and/or Supplies San Diego/Orange Fluid System Technologi 57116 1,622.54 Repair&Maintenance Services and/or Supplies SARBS 57025 125.00 Professional Organizations Meeting/Training/Membership SARBS 51164 140.00 Professional Organizations Meeting/Training/Membership EXHIBITA nnrzrwmm Page 4 of 6 &IM013 Return to Anemia Rom Claims Paid From 6/1113 to W15/13 Vendor Warrant No. Amount Description SARBS-CWEA 57117 75.00 Professional Organizations Meeting/Training/Memberahip Schwing Skeet 1074 566.18 Repair&Maintenance Services and/or Supplies Scientific Instrument Services,Inc. 57118 2,340.84 Laboratory Services&Supplies Sewer Equipment Company of America 57119 265.64 Repair&Maintenance Services and/or Supplies Shamrock Supply Co.,Inc. 57120 3,564.00 Repair&Maintenance Services and/or Supplies Shuang Yin 57161 185.00 Meeting/Training Expense Reimbursement Shureluck Sales&Engineering M993 3,027.24 Repair&Maintenance Services and/or Supplies Shureluck Sales&Engineering 57121 467.75 Repair&Maintenance Services and/or Supplies Siemens Energy,Inc. 57122 2,866.84 Repair&Maintenance Services and/or Supplies Siemens Water Technologies Corp. 1088 1,403.74 Repair&Maintenance Services and/or Supplies Sigma-Aldrich,Inc. 57123 221.63 Laboratory Services&Supplies Simon L.Watson 57023 178.42 Meetingamining Expense Reimbursement Simon L.Watson 57159 150.00 Meeting/Tmining Expense Reimbursement SKC West,Inc. 57124 147.65 Laboratory Services&Supplies So.Cal Gas Company 57125 1,838.61 Utilities South Coast Air Quality Management Dist. 56994 10,501]3 Governmental Agency Fees&Charges South Coast Air Quality Management Dist. 57024 436.63 Governmental Agency Fees&Charges Southern California Edison M928 71,275.83 Utilities Southern California Edison 57127 1,569.46 Utilities Sparklia llas 56995 1,053.72 Miscellaneous Services Sparklett-Dallas 57128 2,559.40 Miscellaneous Services Staples M996 5.26 Office Supplies Summit Steel 1075 457.01 Repair&Maintenance Services and/or Supplies Summit Steel 1089 176.61 Repair&Maintenance Services and/or Supplies Sunset Industrial Pans W997 514.28 Repair&Maintenance Services and/or Supplies Sunset Industrial Pans 57129 2,634.89 Repair&Maintenance Services and/or Supplies Super Chem Corporatlon M998 956.34 Repair&Maintenance Services and/or Supplies Superior Sales Co. 56999 3,790.80 Repair&Maintenance Services and/or Supplies TCH Associates,Inc. 57000 5,213.38 Laboratory Services&Supplies TekSystems 1090 640.00 Professional Services/Temporary Services Tektronix Inc 57001 195.00 Instrument Repairs&Calibration Services TestAmedoa Ontario 1076 708.00 Laboratory Services&Supplies TestAmence Ontario 1091 512.00 Laboratory Services&Supplies The Standard Insurance Company 57130 2,694.18 Disability Insurance Thermco Products,Inc. 57131 87.75 Laboratory Services&Supplies Thomas J.Mendez 57154 300.00 Meetingamining Expense Reimbursement Thompson Industrial Supply,Inc. 1077 10498.73 Repair&Maintenance Services and/or Supplies Thompson Industrial Supply,Inc. 1092 1,966.57 Repair&Maintenance Services and/or Supplies Tlano Construction 57002 4,141.00 Facilities,Maintenance,Services&Supplies Tongs Lack&Safe Service&Sales 57132 45.36 Repair&Maintenance Services and/or Supplies Total Resource Management,Inc. 57003 3,853.44 Professional Services4mplementation of IBM Maxim Townsend Public Affairs 57133 7,600.00 Professional Services-State Legislative Advocacy Tramco Incorporated 1093 3,803.85 Repair&Maintenance Services and/or Supplies Tule RancWMagan Farms 56929 321,630.67 Siosolids Management TW Telecom Holdings,Inc. 51004 9,185.65 Telecommunications Two Wheels One Planet 571M 1,368.50 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Unseen N.Mutiny 57156 150.00 Meeting/raining Expense Reimbursement Union Bank of California 57135 1,856.07 Annual Administrative Fee for Series 2007A Certificates of Participation United Direct Marketing 57005 7,935.78 Courier Services EXHISITA nnnformm Page 6 of 6 WlMO13 Claims Paid From 6/1/13 to 6115/13 Vendor Warrant No. Amount Description United States Department Of The Treasury 67136 399.86 Judgments Payable Univar USA Inc 1078 17,404.73 Chemical&Watec`Wsstewater Treatment UPS Ground Freight,Inc. 57137 25.00 Freight Services US Peroxide,L.L.C. M930 111,146.05 Chemicals,WatenWastewater Treatment V&A Consulting Engineers 57006 21,928.88 Professional Services Vallejo Gallery,LLC 57026 6,500.00 Legal Settlement Vapex Products,Inc. 57138 9,05.11 ElecidcalfiDectronic Equipment,Parts&Repairs Verbal Ink 57139 150.00 Human Resources Services Vermin California 57007 643.06 Telecommunications Veriwn Wireless 57008 1,397.18 Telecommunications Vannes Plumbing 57140 18,441.05 Plumbing Services&Supplies Vision Financial Corporation 57141 1,114.24 Employee Voluntary Benefits Voyager Fleet Systems,Inc. 57009 24,563.66 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Voyager Fleet Systems,Inc. 57142 24,450.30 Autos.Tmcks&Marine Equipment,Parts,Accessories&Services MR Scientific Products 57010 W1.46 Laboratory Services&Supplies W.M.Lyles Co. 57038 97,202.10 Construction Water Environment Federation 57143 228.00 Professional Organisations Meeting/Training/Membership West Coast Arborists,Inc. 57011 750.00 Landscape Maintenance Services Winter Corporation 57012 1,247.91 Repair&Maintenance Services and/or Supplies WoddatWork 57013 245.00 Professional Organizations MeetinglTraining/Membership Xerox Corporation 1094 117.67 Computers,Softisme/Ha mom&Managed Services Xyon Business Solutions,Inc. 57014 3,680.00 Professional Serviceef76mporary Services Xyon Business Solutions,Inc. 57144 1,190.00 Professional Servicee/Ternworry Services Yale/Chase Materials Handling,Inc. 57015 118.82 ElecbicaVElecnonic Equipment,It Electric Can Parts&Repairs 24 Hour Fire Protection,Inc. 57039 1,500.00 Repair&Maintenance Services and/or Supplies Total Accounts Payable-Warrants $ 3,985,410.26 Payroll Disbursements Employee Paychecks 51345- 51394 $ 86,571.34 Biweekly Payroll(6/1V13) Employee Paychecks 51395- 51397 2,403.95 Interim Payroll-IDEA Award(6/11/13) Direct Deposit Statements 338618-339198 1,414,066.02 Biweekly Payroll(6/1V13) Total Payroll Disbursements $ 1,503041,31 Wire Transfer Payments OGSD Payroll Taxes&Contributions $ 789,362.29 Biweekly Payroll(6/02/13) Union Bank of California 12.619.41 Workere Compensation Services(6UWl3) Total Wire Transfer Payments $ 801,981.70 Total Claims Paid 6101/1 3-611 511 3 $ 6,290,433.27 EXHIBITA fnrztvmm Page 6 of 6 L19Qp13 Return to Anemia Report Claims Paid From 6116/13 to 6130113 Vendor Warrant No. Amount Description Accounts Payable Warrants A&J Sheet Metal,Inc. 57186 97.20 Repair&Maintenance Services and/or Supplies A To Z Circuit Breakers,Inc. 57187 627.68 Electrical/Electronic Equipment,Pads&Repairs A W Chastened 1098 4,790.74 Repair&Maintenance Services and/or Supplies Absolute Standards,Inc. 57188 755.00 Laboratory Services&Supplies AccuStandard 57189 1,920.78 Laboratory Services&Supplies A-Check America,Inc. low 1,048.50 Human Resources Services ACI Services Inc. 57190 4,558.75 Repair&Maintenance Services and/or Supplies Adam P.Newsom 57353 910.79 Meeting/Tmining Expense Reimbursement Adamson Industries 57191 517.10 Safety,Security,Health Equipment,Supplies,and Services AECOM Technical Services,Inc. 57365 36,01].]3 Professional Services/Engineming Design Services Aamtak 57192 1,551.45 Professional ServicesRernWhary Services Asrotek 57379 1,041.45 Professional Services/Temporary Services Agilent Technologies,Inc. 57193 3,156.03 Laboratory Services&Supplies Air Liquids America Corp. 571M 2,137.95 Laboratory Services&Supplies Air Liquids America Specialty Gases LLC 57195 944.65 Laboratory Services&Supplies Air Products&Chemicals,Inc. 57380 11,412.87 Chemicals,Water/wastewater Treatment Airgas Safety,Inc. 1095 2],963.]4 Safety,Security,Health Equipment,Supplies,and Services Airgas USA,LLC 1100 2,892.80 Laboratory Services&Supplies Airgas USA,LLC 1117 1,634.64 Laboratory Services&Supplies Alhambra Foundry Co.,Ltd. 57196 15,508.80 Repair&Maintenance Services and/or Supplies Alta-Robbins,Inc. 57197 695.83 Electrical/Electronic Equipment,Pans&Repairs American Concrete Institute 57198 62.00 Books and Publications American Solutions for Business 57199 322.03 Office Supplies AppleOne Employment Service 1101 1,199.20 Professional Services/Temporary Services AppleOne Employment Service ilia 989.34 Professional Services/remporary Services Applied Industrial Technology 57200 394.94 Repair&Maintenance Services and/or Supplies Applied Spectrometry Associates,Inc. 57201 36.74 Repair&Maintenance Services and/or Supplies Aquatic Biosystems,Inc. 57202 255.50 Laboratory Services&Supplies Argus-Haoo 57203 278.22 Repair&Maintenance Services and/or Supplies AT&T Long Distance. 57206 22.60 Telecommunications AT&T Mobility ll,LLC. 57207 7,745.79 Telecommunications AT&T Universal Biller 57205 2,819.63 Telecommunications AT&T 57204 32.12 Telecommunications AT&T Teleconference Services 57208 186.39 Telecommunications Atkinson,Andelson,Loya,Rudd&Ruud 57209 4,266.50 Professional Services-Legal Authorized Pans,Inc. 57210 606.60 Repair&Maintenance Services and/or Supplies Awards&Trophies Company 57211 152.30 Awards and Framing Services AWSI 57381 171.00 Professional Services-DOT Program Administration Sarragan Corp.International 57382 4,382.50 Professional Organizations Meatingaraining/Mambeiship Battery Specialties 57383 465.91 Batteries,Various BC Wire Rope&Rigging 573M 2,800.00 Tools&Supplies Belisle&Associates 57212 4,914.71 Professional Organizations Meeting/Raining/Membership Bell Pipe&Supply Co. 57385 2,383.40 Repair&Maintenance Services and/or Supplies Betty J.Voss 57360 200.00 Meeting/Training Expense Reimbursement Black&Veatch Corporation 57167 287,523.07 Professional Services/Engineering Design Services BLR 57386 219.00 Professional Organizations Meming/rraining/Membership Brea Imperial,Inc. 57213 2,500.00 Miscellaneous Services Brown&Caldwell 57214 3,385.00 Professional Services/Engineering Design Services EXHIBIT S nnnlolmm Page 1 of 9 7IM013 Claims Paid From 6116/13 to 6/30113 Vendor Warrant No. Amount Description Brown&Caldwell 67366 75,085.30 Professional Services/Engineedng Design Services Becht Corporation 57387 4,106.13 Repair&Maintenance Services and/or Supplies Bureau Ventas North America,Inc. 1102 3,600.00 Industrial Hygiene Services Bureau Ventas North America,Inc. 1119 2,730.00 Industrial Hygiene Services Burlington Safety Laboratory of CA,Inc. 57215 954.50 Safety,Security,Health Equipment,Supplies,and Services Caleb Wheatley 57518 100.00 Meeting/rreining Expense Reimbursement California Bank&Trust#201037519 57377 43,280.83 Construction California Barrel Rentals 57216 2,708.43 Miscellaneous Services California Dept.of Child Support 57388 2,786.85 Judgments Payable Califomia Municipal Treasurers Aseoc. 57389 195.00 Professional Deteriorations Maetinglfouning/Membership California Truck Equipment Co. 57403 2,120.60 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Cambridge Isotope Labs 57390 391.53 Laboratory Services&Supplies Cardiac Science Inc 57391 1,005.44 Safety,Security,Health Equipment,Supplies,and Services Carollo Engineers 57217 1,504.79 Professional Services CCG Systems,Inc. 57238 930.00 Computer Applications&Services Chad.P.Crowley Co. 57392 3,292.49 Repair&Maintenance Services and/or Supplies City of Fountain Valley 57519 2,425.17 Water Use City of Fountain Valley 57522 3,193.01 Permit City of Newport Beach 57443 1,213.12 Water Use Connell ChevrolehGEO 57218 259.32 Autos,Trucks&Marne Equipment,Parts,Accessories&Services Connell Chevroletl 57393 93.75 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Constellation NeweneMy Gas Division LLC 57219 13,383.26 Natural Gas Consumers Pipe B Supply Co. 1103 920.04 Repair&Maintenance Services and/or Supplies Consumers Pipe&Supply Co. 1120 1,846.45 Repair&Maintenance Services and/or Supplies Converse Consultants 57394 8,839.00 Professional Services/Professional Services/Materials&Geotechnical Testing Cooperative Personnel Services 57222 300.00 Human Resources Services Cooperative Personnel Services 57398 259.00 Human Resources Services Corner Bakery Cafe(CBC) 57221 76.16 Catering Services Corporate Image Maintenance,Inc. 5739E 475.00 Janitor&Household Service&Supplies CORRPRO Companies,Inc. 57367 39,567.50 Professional ServiceeRemporary Services County of Orange Auditor Controller 57368 110,250.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 57396 465.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 57397 1,005.00 Governmental Agency Fees B Charges Court Order 57432 2,179.38 Judgments Payable Court Order 57466 108.00 Judgments Payable Court Omer 57509 912.50 Judgments Payable CR8R,Inc. 57399 1,683.90 Waste Disposal Creme Val Corp. 57400 1,520.48 Repair&Maintenance Services and/or Supplies CS-AMSCO 57401 7,626.02 Repair&Maintenance Services and/or Supplies Culligan of Orange County 57404 122.80 Repair&Maintenance Services and/or Supplies CWEA Membership 57223 280.00 Professional Organiutions Mesting/Training/Membership Damn L.Caren 57512 140.00 Meeting/rreining Expense Reimbursement David Wheeler Pest Control,Inc. 57405 1,260.00 Past Control Services DOB Engineering,Inc. 57224 1,815.00 Professional Services-Advocacy De La Rive Construction 57363 17.752.40 Construction Dean M.Fisher 573" 115.00 Meeting/rreining Expense Reimbursement Desert Pumps&Parts,Inc. 57406 146.86 Repair&Maintenance Services and/or Supplies Detection Instruments Corporation 57407 371.07 Electrical/Electemic Equipment,Parts&Repairs Dudek&Associates,Inc. 57369 35,743.34 Professional Services/Engineedng Design Services EXHIBIT fnclWmm Page 2 of 9 7IM0133 Return to Aaenda Rom Claims Paid From W16/13 to 6130113 Vendor Warrant No. Amount Description Dunn-Edwards Corporation 57408 93.26 Facilities,Maintenance,Services&Supplies Durp-Senas Corporation 57409 937.03 Electrical/Electionic Equipment,Parts&Repairs Dsyer Instruments,Inc. 57225 1,936]1 Electrical/Electronic Equipment,Pads&Repairs Elect Air 57226 10,121.93 Instrument Paris&Supplies Electrabond 57227 199.80 Repair&Maintenance Services and/or Supplies Embark Consulting,LLC 57410 6,511.76 Professional Services/SCADA Software Maintenance Support Employee Benefits Specialists,Inc. 57228 786.50 Relmbursed Prepaid Employee Medical&Dependent Care Employee Benefits Specialists,Inc. 57411 14,663.67 Reimbursed Prepaid Employee Medical&Dependant Care Enchanter,Inc. 57229 1,140.00 Vessel Services-Monitoring Vessel Neissa Enrique Pantola 57355 300.00 Meeting/Training Expense Reimbursement ENS Resources,Inc. 57230 6,975.00 Professional Services-Federal Advocacy Environmental Engineering&Contracting 57231 20,000.00 Professional Services/Specialty Course Audits Environmental Resource Associates 57232 1,243.67 Laboratory Services&Supplies Environmental Sampling Supply 57233 166.50 Laboratory Services&Supplies Envirosupply&Service,Inc 572M 338.12 Laboratory Services&Supplies Eumfins Eaton Analytical,Inc. 57235 5,612.00 Professional Services-Legal Ewing ligation 57236 1,537.52 Irrigation Repair&Maintenance Services and/or Supplies Excel Door&Gate Co.,Inc. 57237 4,808.82 Repair&Maintenance Services and/or Supplies Fedex Corporation 57239 99.99 Freight Services Fedex Corporation 57412 43.50 Freight Services Ferguson Enterprises,Inc. 57370 37,451.61 Repair&Maintenance Services and/or Supplies First American Corelogic 57220 259.50 Software Maintenance Agreement Fisher Scientific 57413 1,838.79 Laboratory Services&Supplies Forest Wood Fiber Products 57240 864.00 Miscellaneous Supplies Foundation for Cross Connection Control 57241 120.00 Professional Organizations Meeting/TrainingWembership Franchise Tax Board 57414 52.26 Judgments Payable Franchise Tax Board 57415 233.00 Judgments Payable Franklin Covey 57242 34.52 Office Supplies Fresno First Bank-Accl 100013315 57171 29,396.20 Construction,Retention Frys Electronics 57416 94.52 Computers,Software/Hard Ware G&B Creative Solutions LLC 57243 838.80 Printing and Publications Ganahl Lumbar Company 572" 1,116.05 Facilities,Maintenance,Services&Supplies Ganahl Lumber Company 57417 579.88 Facilities,Maintenance,Services&Supplies Garrett Callahan Company 57246 2,261.19 Chemicals,WatenWastewater Treatment GBC(General Binding Corp) 57246 119.00 Offirs Supplies George L.Robertson 57357 354.32 Meeting?raining Expense Reimbursement GHD 57247 865.00 Professional Services/Engineering Design Services Gierich-Mitchell,Inc. 57418 113.42 Repair&Maintenance Services and/or Supplies Global Industrial Equipment 57419 3,081.85 Laboratory Services&Supplies Golden State Overnight Delivery Service 57248 151.71 Courier Services Golden State Overnight Delivery Service 57420 6.18 Courier Services Golden West Window Service 57421 8,481.20 Facilities,Maintenance,Services&Supplies Grainger,Inc. 57249 3,567.93 Repair&Maintenance Services and/or Supplies Grainger,Inc. 57422 4,410.31 Repair&Maintenance Services and/or Supplies Graybar Electric Company 57423 4,896.64 Electrical/Electronic Equipment,Pads&Repairs GTC Systems,Inc. 57250 7,656.60 Software Maintenance Agreement Hach Company 57251 224.50 Laboratory Services&Supplies Hach Company 57424 20,384.80 Laboratory Services&Supplies Harrington Industrial Plastics,Inc. 57252 231.84 Repair&Maintenance Services and/or Supplies EXHIBIT S nnntormm Page 3 of 9 7IM013 Claims Paid From 6116/13 to 6/30113 Vendor Warrant No. Amount Description Harrington Industrial Plastics,Inc. 57425 1,367.59 Repair&Maintenance Services and/or Supplies HoWett Packard Company 57168 641455.50 Computers,Software/Hardware Highmum, 57253 2,063.96 Safety,Security,Health Equipment,Supplies,and Services Hill Brothers 1096 114,168.55 Chemicals,WatenWastewater Treatment Hill Brothers 1114 180,819.06 Chemicals,WatenWastewater Treatment Home Depot 572M 394.98 Miscellaneous Paris and Supplies Home Depot 57426 867.59 Miscellaneous Paris and Supplies Huan Hoang Nguyen 51354 116.00 Meeting/Treining Expense Reimbursement I.D.Industries,Inc. 57265 648.07 Repair&Maintenance Services and/or Supplies Indiana Child Support Bureau 57427 290.00 Judgments Payable Industrial Distribution Group 57256 3,441.13 Repair&Maintenance Services and/or Supplies Industrial Electric Machinery LLC 57257 2,769.12 Repair&Maintenance Services and/or Supplies Industrial Metal Supply 57268 5,552.61 Repair&Maintenance Services and/or Supplies Inorganic VenWres.Inc. 57259 374.60 Laboratory Services&Supplies Integrated Process Technologies,Inc. 57260 8,335.49 Repair&Maintenance Services and/or Supplies Intergraph Corporation 57428 216.29 Professional Services International Electrical Testing Assoc. 57261 290.00 Training Registration Interstate Batteries of Cal Coast 57262 3,341.86 Repair&Maintenance Services and/or Supplies Ind.Union of Oper Eng.AFL CIO Local 57429 4,748.14 Dues Deductions Intratek Computer,Inc, 57430 926.28 N~rk/Server/Printer Maintenance Services Ironman Pads&Services 57263 400.00 Repair&Maintenance Services and/or Supplies Irvine Pipe&Supply 572M 441.53 Repair&Maintenance Services and/or Supplies Irvine Ranch Water District 57431 11.78 Water Use Itin Scale Company,Inc. 57265 1,650.10 Tools&Supplies J F Shea Construction,Inc. 57178 497.333.77 Construction J F Shea Construction,Inc. 57184 126,102.00 Construction J R Filano Construction 57179 645,658.94 Construction J.Fletcher Creamer&Son,Inc. 57511 19,403.75 Construction Jamison Engineering Contractors,Inc. 57169 59,668.12 Professional Services/Constructiom Support Services Jays Catering 57267 3,295.54 Catering Services Jensen Instrument Co. 57268 3,567.39 Electrical/Electronic Equipment,Pads&Repairs Jeffers Northyrest 57269 1,219.97 Autos,Trucks&Marine Equipment,Parts,Accessories&Services JIG Tucker And Son,Inc. 57266 4,331.66 Safety,Security,Health Equipment,Supplies,and Services Jim H.Kim 57348 115.00 Meeting/Training Expense Reimbursement John H.Lin 57514 115.00 Meeting/Treining Expense Reimbursement John Kayoklis 51341 340.00 Meeting/Treining Expense Reimbursement John Lisee Pumps,Inc. 57270 2,378.16 Repair&Maintenance Services and/or Supplies Johnstone Supply 57271 8,799.35 Repair&Maintenance Services and/or Supplies Joscelynn M.Ga&inski 57513 250.00 Meeting/Treining Expense Reimbursement JP Morgan Chase Bank,NA 57170 38,571]6 Purchasing Card Program for Miscellaneous Parts and Supplies Julian F.Saint 57368 1,390.21 Meeting/rmining Expense Reimbursement Kaiser Sales Corporation 57272 250.96 HVAC Repair and Maintenance Supplies Kemim Water Solutions 1115 181,030.18 Chemicals,WatenWastewater Treatment Kenny/Jenks Consultants,Inc. 57273 5,317.84 Professional Services 7.49 Koff&Associates,Inc. 57433 1,260.00 Professional Services/Comp&Class Study L.Johnson Painting 57274 1,850.00 Facilities,Maintenance,Services&Supplies L.Johnson Painting 574M 3,850.00 Facilities,Maintenance,Services&Supplies Lab Support 57435 11,625.60 Professional Services/temporary Services Lee&Ro,Inc. 57436 329.11 Professional Services/Engineering Design Services EXHIBIT forzrwmm Page 4 of 9 7IM0133 Return to Agenda Rom Claims Paid From W16/13 to 6130113 Vendor Warrant No. Amount Description Lexis-Nexis 57437 84.00 Books&Publications On-Line Liberty Mutual Claims 57275 7,663.66 Insurance M&M Control Service Inc 57276 1,076.98 Repair&Maintenance Services and/or Supplies Magnus Pacific Corporation 57180 604,238.00 Construction Mail Dispatch,LLC 57277 314.70 Mail Delivery Service Main Electric Supply Company 57278 20.76 Electrical/Electonic Equipment,Pans&Repairs Mainline Information Systems 57438 6,296.00 Computer Applications&Services Malcolm Pirri Inc. 57171 32,235.40 Professional SamicesrEngineering Design Services Marinus Scientific 57279 86.40 Laboratory Services&Supplies Matheson Tri Gas,Inc. 57280 6,578.61 Laboratory Services&Supplies Matt Adams 57343 300.00 Meeting/Fmining Expense Reimbursement McMaster-Carr Supply Co. 1104 4,090.38 Repair&Maintenance Services and/or Supplies MCR Technologies,Inc. 57281 4,945.59 Repair&Maintenance Services and/or Supplies Michael N.Morey 57352 300.00 Meeting/Treining Expense Reimbursement Michael T.Haworth 57346 340.00 Meeting/Fmining Expense Reimbursement Mid-West Associates,Inc. 57282 14,180.81 Repair&Maintenance Services and/or Supplies Miele,Inc. 57283 738.76 Laboratory Services&Supplies Mile S.IOeinbergs 51349 115.00 Meeting/Treining Expense Reimbursement Mine Safety Appliance 1105 12,304.82 Electrical/Electronic Equipment,Pads&Repairs Monterey Bay Aquarium Research Institute 57439 4,513.44 Professional SamicesrCcean Monitoring Studies Moore Medical Inc. 1106 1,984.45 Medical Supplies Moore Medical Inc. 1121 266.94 Medical Supplies MTM Recognition Corporation 572M 1,729.82 Service Awards MTM Recognition Corporation 51440 578.54 Service Awards National Fire Protection Association 57285 248.24 Professional Organizations MeetinglTraining/Membership National Insulate of Standards&Tei 51441 3,801.00 Laboratory Services&Supplies NEAC Compressor Services USA Inc. 57286 4,116.68 Repair&Maintenance Services and/or Supplies Neal Supply Co. 51442 168.48 Repair&Maintenance Services and/or Supplies happiest USA Inc. 57287 63.54 Equipment Lease/Postage Meter Newark Electronics 57288 1,030.72 Electrical/Electronic Equipment,Pans&Repairs More&Moore 57444 1,679.50 Professional Services/Geotech&Material Testing Norval Controls Incorporated 51445 317.15 Repair&Maintenance Services and/or Supplies Northeast Laboratory Services,Inc. 57446 550.74 Laboratory Services&Supplies NRG Engine Services,L.L.C. 5744T 6,142.76 Repair&Maintenance Services and/or Supplies OCB Reprographics 57165 29,713.84 PdntingfReprogrephlcs Services OCCABA 51448 190.00 Professional Organizations MeetingaguninglMembership OCEA 51449 702.00 Dues Deductible ODC Engineering&Technology 57181 167,033.75 Construction Office Depot 57289 4,917.48 Office Supplies Oi Corporation 57290 2,147.28 Laboratory Services&Supplies Olin Corporation 57450 11,428.43 Chemicals,WaterlWastewater Treatment Damage Engineering Inc 57291 610.58 Electrical/Electronic Equipment,Pans&Repairs Omega Industrial Supply,Inc. 57292 2,375.42 Janitor&Household Service&Supplies OneSource Distributors,Inc. 57293 16,027.39 Electrical/Electronic Equipment,Pads&Repairs Oracle Corporation 51294 3,466.08 Computer Applications&Services Orange County Auto Parts 57295 1,000]9 Truck Supplies Orange County Hose Company 57296 109.35 Miscellaneous Pans and Supplies Orange County Sanitation District 57520 1,587.60 Petry Cash Expanse Orange County Sheriff 57451 1,384.68 Judgments Payable EXHIBIT B finntmmm Page 6 of 9 7IM013 Claims Paid From 6116/13 to 6/30113 Vendor Warrant No. Amount Description Orange County United Way 51452 40.00 Employee Contributions Orange County Vector Control District 57298 160.86 Past Control Pacific Mechanical Supply 1107 3,600.78 Repair&Maintenance Services and/or Supplies Pacific Mechanical Supply 1122 3,221.71 Repair&Maintenance Services and/or Supplies Paragon Acoustical Co.Inc. 57299 8,757.00 Professional Sewices/Sound Insulation Parker Supply Company 1123 2,866.30 Miscellaneous Pads and Supplies Parkhouse Tire,Inc. 57453 3,730.87 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Patriot Video Productions 57300 80.00 Miscellaneous Services Paula A.Zeller 57362 340.00 Meeting/rmining Expense Reimbursement PBS&J 57166 28,602.89 Professional Ser nces/Engineer ng Design Services Peace Officers Council of CA 51454 2,081.50 Dues Deductions,Supervisors&Professionals Peerless Wiping Materials Co. 57455 1,786.54 Janitor&Household Service&Supplies Performance Pipeline Technologies 57301 11,668.20 Professional Services/CCW Inspection/Sewsdine Cleaning Performance Pipeline Technologies 57456 4,995.00 Professional Ser nres/CCW InspectionlSewerline Cleaning Pater McGrath 57351 340.00 Meeting/Treining Expense Reimbursement PL Hawn Company,Inc. 57457 2,069.21 Repair&Maintenance Services and/or Supplies Plumbers Depot,Inc. 57468 4,617.00 Repair&Maintenance Services and/or Supplies Polydyne,Inc. 1116 99,396.10 Chemicals,WatinoWastewater Treatment Penton Industries,Inc. 57459 4,475.32 Laboratory Services&Supplies PR Electronics,Inc. 57460 3,716.55 Electrical/Electe nic Equipment,Parts&Repairs Poseur Distribution,Inc. 57461 171.13 Laboratory Services&Supplies Primrose Ice Co.,Inc. 57302 131.25 Water&Ice Services Primrose Ice Co.,Inc. 57462 131.25 Water&Ice Services Procam Work Injury Center 57463 280.00 Medical Services Projects PaMers 57464 3,760.00 Professional Services/temporary Employment Services Prudential Insurance Company of America 57371 46,953.35 Benefits Prodential Overall Supply 1108 1,876.54 Uniforms Prudential Overall Supply 1124 1,550.28 Uniforms PSI 57465 1,184.02 Repair&Maintenance Services and/or Supplies Quickstad Intelligence 57303 9,112.50 Professional Organizations Mee[inglhaining/Membership Quinn Power Systems 573N 2,765.73 Autos,Trucks&Marine Equipment,Pads,Accessories&Services Rabobank,Escrow AccW 272295573 51342 13,601.10 Construction Radwell International Inc. 57305 355.50 Repair&Maintenance Services and/or Supplies Rainin Instrument L.L.C. 57306 788.40 Laboratory Services&Supplies Rand McNally 57307 9,210.00 Sollware Maintenance Agreement Raymond Handling Solutions,Inc. 57467 185.00 Material Handling Tools&Equipment RBF Consulting 57468 1,426.00 Professional Sewices/Engineering Design Services Red Wing Shoes 57308 263.52 Safety,Security,Health Equipment,Supplies,and Services Red Wing Since. 57469 1,468.38 Safety,Security,Health Equipment,Supplies,and Services Regents of Univ.of California 57309 425.00 Professional Services Restek Corp. 57310 4,558.25 Laboratory Services&Supplies RMC Water and Environment 57470 10,593.11 Professional Services Robedos Auto Trim Shop 57311 891.20 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Robyn A.Wilcox 57361 115.00 Meeting/Training Expense Reimbursement Rosemount Analytical Inc.-Remit 57312 502.86 ElecticallElectronic Equipment,Parts&Repairs Roto Rooter NOCON 1 57313 574.15 Repair&Maintenance Services and/or Supplies Robert Controls,Inc. 57314 628.73 Electrical/Electronic Equipment,Pads&Repairs Royal Wholesale Electric 57315 8,034.84 Repair&Maintenance Services and/or Supplies Royale Cleaners 57316 459.70 Miscellaneous Services EXHIBIT B fnrztvmm Page 6 of 9 7IM013 Return to Agenda Report Claims Paid From 6116/13 to 6130113 Vendor Warrant No. Amount Description RPM Electric Motors 1125 2,695.60 Repair&Maintenance Services and/or Supplies Safety Max 57471 566.38 Safety,Security,Health Equipment,Supplies,and Services San DIegosOmnge Fluid System Techr logl 57317 1,676.14 Repair&Maintenance Services and/or Supplies San Diego/Orengs Fluid System Tachnniogi 57472 849.48 Repair&Maintenance Services and/or Supplies Samoan Engineering,Inc. 57318 4,180.00 Repair&Maintenance Services and/or Supplies SARBS-CWEA 57473 85.00 Professional Organizations Meetin9lTraining/Membership Scientific Services Plus,LLC 57474 2,789.00 Laboratory Services&Supplies Scott A.Green 51345 170.00 Meeting?raining Expense Reimbursement Sacuritas Security Services USA,Inc. 57372 30,978.73 Safety,Security,Health Equipment,Supplies,and Services Sell Patel 57356 116.00 Meeting/Tmining Expense Reimbursement Selwyn D.Mansell II, 57515 300.00 Mi eting/ralning Expense Reimbursement SGS Testcom,Inc. 57319 11.37 Computer Hardware and Services Shamrock Supply Co.,Inc. 57320 4,367.62 Repair&Maintenance Services and/or Supplies Shamrock Supply Co.,Inc. 57475 1,007.76 Repair&Maintenance Services and/or Supplies Shimadzu Scientific Instruments Inc. 57373 37,013.82 Laboratory Services&Supplies Shureluck Sales&Engineering 57321 378.00 Repair&Maintenance Services and/or Supplies Shureluck Sales&Engineering 57476 1,814.02 Repair&Maintenance Services and/or Supplies Siemens Technology 57477 2,659.38 Air Conditioner Automation System Siemens Water Technologies Corp. 1109 75.75 Repair&Maintenance Services and/or Supplies Simon L.Will 57517 174.00 Meeting?reining Expense Reimbursement Snap On Industrial 57478 116.84 Tools So.Cal Gas Company 57322 17,240.24 U8lities Source Graphics 57323 222.92 Computer Applications&Services South Coast Air Quality Management Dist. 57324 434.94 Governmental Agency Fees&Charges South Coast Shipyard,Inc. 57325 2,475.00 Autos,Trucks&Marine Equipment,Parts,Accessories 8 Services Southern California Edison 57172 157,975.65 U8lities Southern California Edison 57374 98,070.33 Utilities Southern Counties Lubricants 57326 4,885.13 Fuel and Lubricants SPEX Certiprep,Inc. 57479 96.41 Laboratory Services&Supplies St.Croix Sensory,Inc. 57480 483.17 Olfactometry Testing Services Stahl,Keith C. 57359 230.00 Mi eting/ralning Expense Reimbursement Stanek Constructors Inc 57378 384,521.47 Construction Stantec Consulting Services,Inc. 57481 i'm.00 Professional Services/Su aryint Staples 57327 708.12 Office Supplies State Water Resources Control Board 573U 340.00 Governmental Agency Fees&Charges Statewide Traffic Safety And Signs 57482 155.40 Miscellaneous Paris and Supplies Stephen M.Markus 57350 300.00 MeetinglTmining Expense Reimbursement Stephen M.Maikus 57516 300.00 MeetingRmining Expense Reimbursement Strategic Hardware 57173 152,917.00 Computers,SofhrmelHardi&Managed Services Summit Steel 1110 594.06 Repair&Maintenance Services and/or Supplies Super Chem Corporation 57328 956.34 Repair&Maintenance Services and/or Supplies Superior Electric Motor Service 57375 70,599.60 Electrical/Electronic Equipment,Pans&Reports Synagro West,Inc. 57174 855,617.85 Blasi Management TDI 57483 11,662.50 Professional Services/information Technology Tara Renewal,L.L.C. 57376 58,846.58 Grit&Screenings Disposal TestAmerica Ontario fill 210.00 Laboratory Services&Supplies The Orange County Register 57297 6,684.00 Notices&Ads Theodore Robins Ford 574M 28.64 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Thompson Industrial Supply,Inc. 1112 3,515.29 Repair&Maintenance Services and/or Supplies EXHIBIT S nnntolmm Page 7 of 9 7IM013 Claims Paid From 6116/13 to 6/30113 Vendor Warrant No. Amount Description Thompson lndustnal Supply,Inc. 1126 16,258.55 Repair&Maintenance Services and/or Supplies Tiono Construction 57485 5,390.00 Fecilums,Maintenance,Services&Supplies Time Warner Communications 57486 61.72 Telecommunications Tongs Lock&Safe Service&Sales 57329 152.96 Repair&Maintenance Services and/or Supplies Tony's Lock&Safe Service&Sales 57487 31.86 Repair&Maintenance Services and/or Supplies Toshiba Business Solutions USA Inc. 57330 19,671.20 Computers,Sofhms.11Hardware&Managed Services Toshiba Business Solutions USA Inc. 57488 877.71 Computers,Softy../Hardware&Managed Services Trans U.S.Inc 57489 6,237.00 Repair&Maintenance Services and/or Supplies Tmnscat 1113 400.72 Repair&Maintenance Services and/or Supplies Trensoat 1127 211.63 Repair is Maintenance Services and/or Supplies Tropical Plam Nursery,Inc. 57490 12,877.50 Landscape Maintenance Services Tule RancWMagan Farms 57175 303,060.88 Biosohds Management UC Regents 57497 1,500.00 Professional Organioations MedinglTraining/Membership Ultra Scientific 57491 243.68 Laboratory Services&Supplies Underground Service Alert of So.Calk 57492 3,138.00 Professional Services-Dig Alert Notification Service Union Bank Escrow Nc1123861 57182 25,912.30 Consimdion Union Bank of California 57493 863.07 Banking Services United Parcel Service 57331 603.49 Freight Services United Parcel Service 51494 221.80 Freight Services United Rentals,Inc. 57495 3,822.12 Striping Paint United States Department Of The Treasury 57496 399.86 Judgments Payable USA Bluebook 57332 758.13 Laboratory Services&Supplies USC 57498 20,111.76 Professional Services/Studies Valin Corporation 1128 454.20 Repair&Maintenance Services and/or Supplies Venn Wireless 57333 73.93 Telecommunications Veme's Plumbing 573M 660.00 Plumbing Services&Supplies Veme's Plumbing 57499 105.00 Plumbing Services&Supplies Vibration Institute 57335 1,150.00 Training Registration Village Nurseries 57500 302.62 Repair&Maintenance Services and/or Supplies Vortex Corp. 1129 5,489.81 Repair is Maintenance Services and/or Supplies MR Scientific Products 57501 7,888.18 Laboratory Services&Supplies W.M.Lyles Co. 57183 266,520.90 Consimdion W.M.Lyles Co. 57185 558,527.80 Constmdion Water Environment Federation 57502 415.00 Meeting Registration Waters Corporation 57503 585.18 Laboratory Services&Supplies Weds Sanitary Supply 51504 1,072.00 Janitor&Household Service&Supplies Weber Scientific 57505 405.53 Laboratory Services&Supplies West Coast Arbodsis,Inc. 57336 10,075.00 Landscape Maintenance Services West Coast Safety Supply Co. 57506 2,156.76 Safety,Seventy,Health Equipment,Supplies,and Services West Lite Supply Company,Inc. 57507 6,429.61 Electncal/Electronic Equipment,Pans&Repairs White Star Pools 57337 310.00 Repair&Maintenance Services and/or Supplies Woodruff Spredlin&Smart 57176 160,883.72 Professional Services-Legal Wooster Hydrostatics,Inc. 57338 5,618.60 Repair&Maintenance Services and/or Supplies WPL Publishing 57339 246.00 Books&Publications Xerox Corporation 1097 43.356.55 Computers,Software/Hardware&Managed Services Xpert Solutions,Inc. 57508 325.00 Computers,SofhvarelHardware Yale/Chase Materials Handling,Inc. 51340 779.24 Electricall0ectronic Equipment,&Electric Cart Parts&Repairs Yartley-Zaretsky,Inc. 51341 3,665.00 Professional Services P1-110 Yorba Linda Water District 57510 89.33 Utilities EXHIBIT B nnrzlWmm Page 8 of 9 7IM013 Return to Agenda Rom Claims Paid From 6116/13 to 6130113 Vendor Warrant No. Amount Description Total Accounts Payable-Warrants $ 7,760,738.92 Payroll Disbursements Employee Paychecks 51398. 51441 $ 83,940.52 Bivreekly Payroll(8/26/13) Employee Paychecks 51442- 51446 3,352.14 Interim Payroll-IDEA Aaarrl(6125113) Employee Paychecks 51447 2,800.78 Interim Payroll-Retirement Reg.Hours(6127113) Employee Paychecks 51448 15,369.46 Interim Payroll-Retirement Leave Payout(6127113) Employee Paychecks (15,369.46) Interim Payroll-Retirement Leave Payout Voided(6/27/13) Employee Paychecks 51449 15,369.46 Interim Payroll-Retirement Leave Payout Reissued(6/27/13) Direct Deposit Statements 339199-339765 1,391,048.69 6iseekly Payroll(6/26/13) Total Payroll Disbursements $ 1,496,511.79 Wire Transfer Payments CCSD Payroll Taxes 8 Contributions $ 7T7,286.26 Bivreekly Payroll(6126113) Total Wire Transfer Payments $ 777,266.26 Total Claims Paid 6116113-6130113 $ 10,034,536.97 EXHIBIT S ni,mormm Page 9 of 9 7IM013 ITEM 2 Orange County Sanitation District MINUTES BOARD MEETING June 26, 2013 c1�°N�y SANITgT�oy Q 9 for: c �cT�N HE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 06/26/13 Minutes of Board Meeting Page 1 of 9 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was held on June 26, 2013, at 6:30 p.m., in the Administration Building. Director Choi 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 Troy Edgar, Chair Richard Murphy X John Anderson, Vice Chair Gene Hernandez X Tom Beamish Rose Espinoza A David Benavides Sal Tinajero X Steven Choi Christina Shea X Keith Curry Rush Hill X Tyler Diep AI Krippner X James M. Ferryman Bob Ooten X Steven Jones Kris Beard X Peter Kim Gerard Goedhart X Lucille Kring Jordan Brandman X Michael Levitt Gordon Shanks X Brett Murdock Christine Marick X Steve Nagel Mark McCurdy X Prakash Narain Doug Bailey X Scott Nelson Constance Underhill A Janet Nguyen Shawn Nelson X John Nielsen Jerry Amante X Brad Reese Greg Mills X Gregory Sebourn Jan Flory Joe Shaw X Joe Carchio X David Shawver Carol Warren X Fred Smith Steve Berry X Teresa Smith Mark Murphy X John Withers Douglas Reinhart STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Nick Kanetis, Director of Engineering, Nick Arhontes, Director of Facilities Support Services; Ed Torres, Director of Operations and Maintenance; Lorenzo Tyner, Director of Finance & Administrative Services; Jeff Reed, Director of Human Resources; Maria E. Ayala, Clerk of the Board; Jennifer Cabral; Jim Colston; Norbert Gaia; Al Garcia; Kelly Lore; and Paula Zeller. OTHERS PRESENT: Brad Hogin, General Counsel, and Jim Ruth, Consultant. 06/26/13 Minutes of Board Meeting Page 2 of 9 1. MOVED, SECONDED, AND DULY CARRIED: Receive and file Minute Excerpts of member agencies relating to appointments to the Orange County Sanitation District Board, as follows: City/Agency Alternate Director Brea Roy Moore PUBLIC COMMENTS: Patsy Marshall (formerly from Buena Park City Council) Ms. Marshall served on the OCSD Board of Directors for many years and was able to work with Mr. Ruth during her tenure as Board Member. She thanked Mr. Ruth for his hard work and contributions to the Sanitation District. REPORTS: Chair Edgar briefly reported on the following: Tour of the Groundwater Replenishment System; and the Sanitation District's Strategic Plan process. Chair Edgar announced that an agenda item to address the issue from Mr. Barrios (at a previous Board Meeting) will be placed on a future Board agenda as per direction of the Administration Committee. He also reminded the Board about Mr. Ruth's retirement celebration taking place after the Board Meeting. Mr. Herberg, General Manager called the Board's attention to the information on the Sanitation District's Outreach Program (included in the General Manager's Monthly Report), and reminded everybody about the Operations Committee Meeting taking place at Plant 2. Mr. Herberg said a few words in memory of Pam Koester, OCSD Project Manager, who recently passed away. He asked that Chair Edgar adjourn the meeting tonight in Ms. Koester's memory. ELECTIONS: 2. A. MOTION, SECONDED, and DULY CARRIED: Troy Edgar elected for a new term as Chair of the Board of Directors for the Orange County Sanitation District for the 2013/14 term. Brad Hogin, General Counsel, opened the nominations for Board Chair. One nomination was received, and approved by the Board. B. MOTION, SECONDED, and DULY CARRIED: John Anderson elected for a new term as Vice-Chair of the Board of Directors for the Orange County Sanitation District for the 2013/14 term. Brad Hogin, General Counsel, opened the nominations for Board Vice- Chair. One nomination was received, and approved by the Board. 06/26/13 Minutes of Board Meeting Page 3 of 9 RATIFICATION OF PAYMENT OF CLAIMS: 3. MOVED, SECONDED, AND DULY CARRIED: Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 05/15/13 05/31/13 Totals $13,391,719.83 $9,043,303.23 Directors Curry, Diep, Nagel, Nielsen, and Carchio (Alternate) abstained. CONSENT CALENDAR: 4. A. MOVED, SECONDED, AND DULY CARRIED: Approve minutes for the Regular Board Meeting held on May 22, 2013. B. Approve minutes for the Special Board Meeting held on June 12, 2013. 5. MOVED, SECONDED, AND DULY CARRIED: Approve Amendment No. 1 to the Reimbursement Agreement with the City of Fullerton by adding a Buy America clause pursuant to federal requirements for Newhope-Placentia & Cypress Trunk Replacements, Project No. 2-65. 6. A. MOVED, SECONDED, AND DULY CARRIED: Adopt Resolution No. OCSD 13-08, certifying the Notice of Exemption for the Lakeview Avenue Grade Separation Project, Finding that the Lead Agency CEQA Compliance Obligations have been Fulfilled, and Related Actions (Project No. 2-75); and, B. Approve Amendment No. 1 to a Reimbursement Agreement with Orange County Transportation Authority for the Lakeview Avenue Grade Separation Project by adding a clause requiring the Orange County Sanitation District to comply with Federal Highway Administration Buy America requirements, in a form approved by special counsel. Director Nelson abstained on Agenda Item #6. 7. A. MOVED, SECONDED, AND DULY CARRIED: Approve a Utility Agreement OCSD-2 with the Orange County Transportation Authority in a form approved by Special Counsel; and, B. Approve and authorize the Chair to execute an easement deed with the Orange County Transportation Authority for the new pipeline alignment in a form approved by Special Counsel; and, 06/26/13 Minutes of Board Meeting Page 4 of 9 C. Authorize the General Manager to negotiate a sale agreement with Orange County Transportation Authority and execute a quitclaim deed with the City of Anaheim removing the encumbrance of the existing easement located in Tustin Avenue. 8. A. MOVED, SECONDED, AND DULY CARRIED: Repeal Resolution No. 01- 07, Establishing Dry Weather Urban Runoff Policy. B. Adopt Resolution No. OCSD 13.09, Policy for Dry Weather Urban Runoff, to establish policies governing the acceptance of urban runoff discharges to OCSD's sewerage system up to a maximum monthly average flow of 10 million gallons per day. 9. MOVED, SECONDED, AND DULY CARRIED: Approve the FY 2013-14 "not-to- exceed" quotes for the following insurances: A. Medical Insurance— Not to Exceed $9,166,835 B. Dental Insurance— Not to Exceed $893,262 C. Vision Insurance— Not to Exceed $90,924 D. Basic Life Insurance— Not to Exceed $73,200 E. Long-Term Disability Insurance— Not to Exceed $285,479 F. Short-Term Disability Insurance— Not to Exceed $116,622 G. Employee Assistance Program — Not to Exceed $11,026 STEERING COMMITTEE: 10. MOVED, SECONDED, AND DULY CARRIED: Approve minutes for the Steering Committee Meeting held on May 22, 2013. OPERATIONS COMMITTEE: 11. MOVED, SECONDED, AND DULY CARRIED: Approve minutes for the Operations Committee Meeting held on June 5, 2013. 12. MOVED, SECONDED, AND DULY CARRIED: Authorize the General Manager to negotiate a Professional Consultant Services Agreement with Carollo Engineers for engineering support services during construction of Plant Water System Rehabilitation at Plant No. 2, Project No. P2-101. 13. MOVED, SECONDED, AND DULY CARRIED: Approve Professional Services Agreements for providing on-call Coatings Inspection, Corrosion Testing, and Confined-Space Entry Services for Collection System and Treatment Plant Projects, PSA2013-003, for a three-year period effective July 1, 2013, for an amount not to exceed $200,000 per individual agreement ($400,000 total) with the following two firms: A. CSI Services, Inc. 06/26/13 Minutes of Board Meeting Page 5 of 9 B. V&A Consulting Engineers 14. MOVED, SECONDED, AND DULY CARRIED: Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant Projects, PSA2013-002, for a three-year period effective July 1, 2013, for an amount not to exceed $200,000 per individual agreement ($400,000 total)with the following two firms: A. RBF Consulting, A Baker Company B. Stantec Consulting Services, Inc. 15. MOVED, SECONDED, AND DULY CARRIED: Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2013-001, for a three-year period effective July 1, 2013, for an amount not to exceed $200,000 per individual agreement ($600,000 total) with the following three firms: A. Koury Engineering &Testing, Inc. B. Sequoia Consultants, Inc. C. URS/Signet Testing Labs, Inc. 16. MOVED, SECONDED, AND DULY CARRIED: Award a contract to the lowest responsive and responsible bidder, Air Products and Chemicals Inc., Specification No. C-2013-56713D, for the period August 1, 2013 through July 31, 2014 with four additional one-year renewals, for the purchase of liquid oxygen at a unit price of$0.19 per 100 cubic feet delivered, plus applicable sales tax for an estimated annual amount of $328,320 subject to price adjustments based upon energy, labor, maintenance and distribution indices from Southern California Edison and Bureau of Labor Statistics for subsequent contract periods; and for services related to routine and emergency maintenance of OCSD's liquid oxygen storage and vaporization equipment for an estimated annual amount of $20,000, based upon actual invoice costs plus 20% and labor cost at established manpower hourly rates adjusted annually based upon Bureau of Labor Statistics' Employment Cost Index. 17. A. MOVED, SECONDED, AND DULY CARRIED: Award a contract to responsive and responsible bidder, Paso Robles Tank, Inc. for the Plant 1 Low Pressure Gas Holder (LPGH) Repairs, Specification No. FR11-006, for a total amount not to exceed $493,500, effective July 1, 2013; and, B. Approve a contingency of$98,700 (20%). 06/26/13 Minutes of Board Meeting Page 6 of 9 18. A. MOVED, SECONDED, AND DULY CARRIED: Award a contract to the lowest responsive and responsible bidder, CDC Engineering & Technology, for Plant 2 Tunnel Covers Replacement, Specification No. FR-2011494 BD for a total amount not to exceed $347,980, effective July 1, 2013; and, B. Approve a contingency of$69,600 (20%). 19. MOVED, SECONDED, AND DULY CARRIED: Authorize the General Manager to approve payment to Midway City Sanitary District in an amount of$54,630 for the reimbursement of sidewalk, curbs and driveway repairs. 20. MOVED, SECONDED, AND DULY CARRIED: Authorize the General Manager to negotiate a Professional Consultant Services Agreement with The Austin Company for construction support services for Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115. 21. MOVED, SECONDED, AND DULY CARRIED: Authorize the General Manager to negotiate a Professional Consultant Services Agreement with Dudek & Associates, Inc. for construction support services for Boiler System Rehabilitation and Scrubbers H & I Demolition at Plant No. 2, Project No. P2-106. 22. A. MOVED, SECONDED, AND DULY CARRIED: Adopt Resolution No. OCSD 13-10, certifying the Notice of Exemption for the Tustin/Rose Avenue Grade Separation Project, Finding that the Lead Agency CEQA Compliance Obligations have been Fulfilled, and Related Actions (Project No. 2-76); and, B. Approve a Utility Agreement OCSD-1 with the Orange County Transportation Authority, which includes a reimbursement amount not to exceed $300,000. ADMINISTRATION COMMITTEE: 23. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of the Administration Committee Meeting held on June 12, 2013. 24. MOVED, SECONDED, AND DULY CARRIED: Adopt Resolution No. OCSD 13- 11, Establishing Use Charges for the FY 2013-14 Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority. 06/26/13 Minutes of Board Meeting Page 7 of 9 25. MOVED, SECONDED, AND DULY CARRIED: Approve the proposed revisions to the Operating, Capital, Debt/COP Service and Self-Insurance Budgets for FY 2013-14, as follows: Originally Proposed Adopted Budget Revised Budget FY 2013-14 FY 2013-14 Operations & Maintenance $155,761,100 $151,227,990 Capital Improvement Program 174,421,000 141,600,000 Rehabilitation, Replacement, & Refurbishm - 3,303,000 Debt/COP Service 97,576,000 98,450,000 Re-Purchase of Excess Capacity - 2,200,000 General Liability and Property Self-Insuran( 1,512,200 1,512,200 Worker's Compensation Self Insurance 700,000 640,000 TOTAL $429,970,300 $398,933,190 GWRS COMMITTEE: 26. MOVED, SECONDED, AND DULY CARRIED: Receive and file the Minutes of the GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE meeting held on January 14, 2013. CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54957.6, 54956.9(d)(4), and 54956.9(d)(2). The Board convened in closed session at 6:52 p.m. to discuss five items. Confidential Minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENE IN REGULAR SESSION: The Committee reconvened in regular session at 7:40 p.m. Director Steve Nagel arrived to the meeting during closed session. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. 06/26/13 Minutes of Board Meeting Page 8 of 9 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Shawver shared information with the Board on OCERS Pension Reform. ADJOURNMENT: The Chair adjourned the meeting in memory of Pam Koester at 7:45 p.m. until the next regular meeting on June 26, 2013, at 6:30 p.m. Maria E. Ayala, Clerk of the Board 06/26/13 Minutes of Board Meeting Page 9 of 9 BOARD OF DIRECTORS Meeting Date I TOBG.of Dir. 7/24/13 AGENDA REPORT ItemNumber Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Eros Yong SUBJECT: BALBOA TRUNK SEWER REHABILITATION, PROJECT NO. 5-47 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Addendum to the Collection System Improvement Plan Program Environmental Impact Report (PEIR); and B. Approve Plans and Specifications for Balboa Trunk Sewer Rehabilitation, Project No. 5-47, on file at the Office of the Clerk of the Board; and C. Approve Addendum Nos. 1 and 2 to the plans and specifications; and D. Award a construction contract to Charles King Company, Inc. for the Balboa Trunk Sewer Rehabilitation, Project No. 5-47, for a total amount not to exceed $3,313,100 and, E. Approve a contingency of$397,572 (12%). SUMMARY Balboa Trunk Sewer Rehabilitation, Project No. 5-47, will rehabilitate the existing Balboa Trunk Sewer along Newport and Balboa Boulevards between A Street Pump Station and Lido Pump Station, in the City of Newport Beach. This work was designed by AECOM Technical Services, Inc. (AECOM) and the design was completed in April 2013. The Orange County Sanitation District (Sanitation District) advertised for bids on April 30, 2013. Three sealed bids were received on June 18, 2013. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Charles King Company, Inc. was deemed the lowest responsive, responsible bidder. Staff recommends awarding a construction contract to Charles King Company, Inc. for Balboa Trunk Sewer Rehabilitation, Project No. 5-47, for a total amount not to exceed $3,313,100. Summary information on the bid opening for the Balboa Trunk Sewer Rehabilitation, Project No. 5-47, is as follows: Project Budget $10,622,000 Page 1 of 2 Construction Contract Budget $ 5,720,000 Engineer's Estimate $ 5,017,079 Lowest Responsive, Responsible Bid $ 3,313,100 High Bid $ 5,228,250 Bidder Amount of Bid Charles King Company, Inc. $ 3,313,100 Insituform Technologies, LLC $ 4,100,845 Colich & Sons, L.P. $ 5,228,250 PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION None. CEQA The Sanitation District, as lead agency, prepared the Collection System Improvement PEIR, State Clearinghouse No. 2006101018. The Board certified the PEIR, made findings, adopted a Statement of Overriding Considerations, adopted a Mitigation Monitoring and Reporting Program, and approved the Collection System Improvement Plan, Job No. 7-61, on August 22, 2007. The Sanitation District filed a Notice of Determination on August 23, 2007. The Sanitation District has determined that the project is within the scope of the PEIR, and that an Addendum to the PEIR should be prepared. The Addendum is attached hereto. (Public Resources Code § 21166; CEQA Guidelines §§ 15162, 15164, 15168.) BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2013-14 Update, Page A-7) and the budget is sufficient for the recommended action. Date of ADDroval Contract Amount Continaencv 07/24/13 $3,313,100 $397,572 (12%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: • Construction Contract • Addendum to the Program Environmental Impact Report for the Collections System Improvement Plan NK:EY:dm:gc Page 2 of 2 Return to Aaenda Report PART A CONTRACT AGREEMENT C-CA-020113 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION -2 MATERIALS AND LABOR.................................................................4 SECTION -3 PROJECT..........................................................................................4 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION -6 TIME IS OF THE ESSENCE .............................................................5 SECTION -7 EXCUSABLE DELAYS......................................................................6 SECTION -8 EXTRA WORK...................................................................................6 SECTION -9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ..............................................................................................9 SECTION - 13 COMPLETION.................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS ............................................................................12 SECTION - 16 INSURANCE....................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................23 SECTION - 18 TERMINATION................................................................................23 SECTION - 19 WARRANTY....................................................................................23 SECTION -20 ASSIGNMENT.................................................................................24 SECTION -21 RESOLUTION OF DISPUTES ........................................................24 SECTION -22 SAFETY& HEALTH ........................................................................25 SECTION -23 NOTICES.........................................................................................25 C-CA-020113 Return to Aaenda Report CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION THIS AGREEMENT is made and entered into, to be effective, this July 24, 2013, by and between Charles King Company, Inc., hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION-1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. C-CA-020113 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 1 of 26 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report(GBR), if attached as a Contract Document i. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR'S Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 2 of 26 Return to Aaenda Rom shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. C-CA-020113 PROJECT NO.547 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 3 of 26 In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION-2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION-3 PROJECT The Project is described as: PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 4 of 26 Return to Aaende Report SECTION-4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: PROJECT NO. 5.47 BALBOA TRUNK SEWER REHABILITATION Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION—5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within 363 calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes 10 calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule." SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with C-CA-020113 PROJECT NO.547 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 5 of 26 Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION-7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION—S EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 6 of 26 Return to Aaen6a Report any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. SECTION-9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION—10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Three Million Three Hundred Thirteen Thousand One Hundred Dollars ($3,313,100)as itemized on the Attached Exhibit"A". C-CA-020113 PROJECT NO. 5A7 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 7 of 26 Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements"and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 8 of 26 Return to Aaenda Rom B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount' for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." C-CA-020113 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 9 of 26 SECTION-13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00)and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 10 of 26 Return to Aaenda Report agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sea.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is C-CA-020113 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 11 of 26 required or permitted to labor more than eight(6) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Record of Waces: Inspection: CONTRACTOR agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the Project and agrees to require that each of its Subcontractors do the same. All payroll records shall be certified as accurate by the applicable CONTRACTOR or Subcontractor or its agent having authority over such matters. CONTRACTOR further agrees that its payroll records and those of its Subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non- compliance with the requirements of Section 1776 may be deducted from Project payments per the requirements of Section 1776. SECTION — 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent (100%)of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%)of the Contract amount to guarantee payment of all C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 12 of 26 Return to Aaenda Report claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION—16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all C-CA-020113 PROJECT NO. 5A7 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 13 of 26 insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD Dremises/worksite without Dossessing the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties'), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 14 of 26 Return to Aaenda Report the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Fifteen Million Dollars ($15,000,000) per occurrence and a general aggregate limit of Fifteen Million Dollars ($15,000,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Fifteen Million Dollars ($15,000,000) per occurrence and a general aggregate limit of Fifteen Million Dollars ($15,000,000)which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, 'Warranty (CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. C-CA-020113 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 15 of 26 To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Fifteen Million Dollars ($15,000,000)and a general aggregate limit of Fifteen Million Dollars ($15,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Fifteen Million Dollars ($15,000,000) per person for bodily injury and Five Million Dollars ($5,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 16 of 26 Return to Aaenda Report excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Worker's Compensation/EmDlover's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 17 of 26 directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. 5. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for pollution liability covering bodily injury, property damage (including loss of use of damaged property or property that has not been physically injured or destroyed), cleanup costs, and defense costs (including costs and expenses for investigation, defense, or settlement of claims). Coverage shall carry limits of at least One Million Dollars ($1,000,000) and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants. If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the right to approve or reject such coverage in its own discretion. If written on a claims- made basis, the CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and that continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two years beginning from the time that the Project under this Contract is completed. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 18 of 26 Return to Aaenda Report guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30)days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10)days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 19 of 26 letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20)days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 20 of 26 Return to Aaentle Report E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured" on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25-S (7/97) 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 21 of 26 a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Reauired State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement 5. Pollution Liability Endorsements OCSD shall be named as the Loss Payee in the policy or by endorsement. There shall be a Separation of Insured Clause or endorsement, providing that coverage applies separately to each insured, except with respect to the limits of liability. There shall also be an endorsement or policy language containing a waiver of subrogation rights on the part of the insurer. OCSD, its directors, officers, agents, CONSULTANTS and employees and all public agencies from whom permits will be obtained as well as their directors, officers, agents, and employees shall be included as insureds under the policy. Any additional insured endorsement shall contain language at least as broad as the coverage language contained in ISO form CG 20 10 11 85 or alternatively in both CG 20 10 10 01 and CG 20 37 10 01 together. C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 22 of 26 Return to Aaenda Report SECTION — 17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION — 18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default"and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION — 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1)year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion"that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may C-CA-020113 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 23 of 26 be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1)the remainder of the original one-year warranty period; or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 24 of 26 Return to Aaenda Report SECTION —22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety." SECTION —23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Charles King Company, Inc. 2841 Gardena Avenue Signal Hill, CA 90755 Copy to: Debra King, President Charles King Company, Inc. 2841 Gardena Avenue Signal Hill, CA 90755 C-CA-020113 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 25 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Charles King Company, Inc. 2841 Gardena Avenue Signal Hill, CA 90755 By Printed Name Its CONTRACTOR's State License No. 738236 (Expiration Date—07/31/15) OCSD: Orange County Sanitation District By Chair, Board of Directors By Maria E. Ayala Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Division Manager C-CA-020113 PROJECT NO. 5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 26 of 26 Return to Aaenda Report EXHIBIT A SCHEDULE OF PRICES C-EXA-071012 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION ..............................................................................1 EXA-2 PROGRESS PAYMENTS....................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS .........................................................1 EXA-4 STOP PAYMENT NOTICE ..................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS..................................................................3 EXA-6 PAYMENT OF TAXES.........................................................................................3 EXA-7 FINAL PAYMENT ................................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT.....5 ATTACHMENT 1 CERTIFICATION FOR REQUEST FOR PAYMENT........................7 ATTACHMENT 2 SCHEDULE OF PRICES ...........................................................8 C-EXA-071012 Return to Aaenda Report EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment"; 4. General Conditions—"Payment— Mobilization Payment Requirements;" 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 2 of 8 Return b Aaenda Report The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code §9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7)days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or fled in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR'S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 4 of 8 Return to Aaenda Report acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty (30)calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent(150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent(125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138)and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty(30) days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 5 of 8 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 6 of 8 Return to Aaenda Report ATTACHMENT CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 7 of 8 ATTACHMENT SCHEDULE OF PRICES See next pages for Bid Submittal Forms (Charles King Company, Inc.): BF-14 Schedule of Prices, Page 30—36 C-EXA-071012 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION CONFORMED July 24,2013 Page 8 of 8 Return to Aaenda Report Bid Submitted By: ChzaV Fr Kl Viln Gfl .l'V1G (Name of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed WorK whether they be more or less than those shown. CONTRACTOR's compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work including croft, overhead, etc., unless otherwise specified in the Contract Documents. All applicable sales taxes,state and/or federal, and any other special taxes, patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE'TOTAL AMOUNT OF BID"LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Contract Documents. Note 2: Additive Bid Items will be used to determine the lowest, responsive, responsible bidder. Additive items will not be included as part of the initial award amount. In the event that OCSD elects to add any or all of the Additive Bid Items, it will do so via change order(s). Refer to Part C—SPECIAL PROVISIONS All Work in the Contract Documents shall be included in Base Bid Items, The Additive Bid Items are for Work either not specifically shown or in excess of quantities shown in the Contract Documents. The Contractor shall provide a unit price and extended price for each Additive Bid Item. Bidders shall accurately reflect the cost to perform the Work. OCSD may reject unbalanced Bids. Refer to Part 2—INSTRUCTIONS TO BIDDERS. C-BF-041013 PROJECT NO.B-47 BALBOA TRUNK SEWER REHABILITATION Page 30 of 34 Bid Submftted By: �.�/IGLV Its ICI y�,Gj (T Nams of Flan) EXHIBIT A SCHEDULE OF PRICES SASE BID ITEMS (Refer to Note 1 in the Instructions): Item Unit of AVprox Dascripflm Measure- Unit Pnce Extended Price No. ment QtY 1. Mobilization:The amount for this Bid Item shall not I I exceed 5%of the Total Amount of Bid and shall be in conformance with the Contract Documents for the lump Lump I sum price of... Sum 1 - $� 0� All amounts included in this Bid Item greater than the allowable maximum payment of 5%of the Total Amount of Bid shall be paid under the Bid Item'Demobilization'. i 2. Permits:Allowance for permits,City of Newport Beach inspection and other fees and charges required to Allowanoe 1 $100 000 00 complete the Work, in conformance with the Contract Documents. 3. Field Office: Furnish all labor,equipment and materials necessary for the CONTRACTOR'S field office in Lump conformance with the Contract Documents for the lump Sum t - $�(y r 0�O e sum price of... 4. Staging Area: Provide a staying/materials storage area Lu i in conformance with the Contract Documents for the sum 1 = $ CJ -7QO od 11 lump sum price of... 1 5. Shoring and Bracing: Furnish all labor,equipment and materials necessary to provide sheeting,shoring and bracing for protection of life and limb in trenches, open Shy 1 = $ n O n00p excavations and confined spaces,in conformance with t V the Contract Documents for the lump sum price of... 6. Stormwater Pollution Control Plan: Furnish all labor, j equipment and materials to prepare the Stomhwater Pollution Control Plan(SWPCP), provide implementation Sum 1 - $z 5; 00a and monitoring, permit and fees,in conformance with the I ✓ - Contract Documents for the lump sum price of... 7. Temporary Sewage Bypass: Furnish all labor, materials and equipment necessary for the installation,operation, maintenance, and subsequent removal of a temporaryLum / ' sewage bypass system, including installation of other Sump 1 - sq&, 000 0 j piping and appurtenances as required to maintain uninterrupted service during construction, in conformance with the Contract Documents for the lump sum price of... S. Traffic Control: Furnish all labor, materials and equipment necessary for the required traffic control Lump 1 = $�U 000 p during construction, in conformance with the Contract Sum Documents for the lump sum price of... 9. Temporary Odor Control: Furnish all labor, materials and equipment necessary for the preparation and implememation of odor monitoring,control and Wixn 1 - $ I Dij 0D0 0 mp permitting, in conformance with the Contract Documents "r for the lump sum price of... C-BF-041013 PROJECT NO.5<7 BALBOA TRUNK SEWER REHABILITATION ADDENDUM NO.2 Page 31 of 36 Return to Aaenda Report Bid Submitted By:(?4AaV hS " ( 0 .YWr' III of Finn) IMm UrAd APProx No. IMsariptlon Measure Unit Price Fxtantletl Price OIMt any 10. Rehabilitation Liner(15"VCR): Furnish all labor, materials and equipment necessary for the rehabilitation of the existing 15"diameter vitrified clay pipe(VCR) Sum 1 sewer, in conformance with the Contract Documents for the lump sum price of... 11, Rehabilitation Liner(18"VCR): Furnish all labor, materials and equipment necessary for the rehabilitation of the existing 18'diameter vitrified clay pipe(VCP) Sump 1 - $3�(0f d0D ! sewer, in conformance with the Contract Documents for the lump sum price of... 12, Rehabilitation Liner(21"VCR): Furnish all labor, materials and equipment necessary for the rehabilitation of the existing 21"diameter vitrified Gay pipe(VCR) Sump 1 - $al(,[/ 00100 sewer, in conformance with the Contract Documents for L the lump sum price of... 13. Rehabilitation Liner(24"VCR) Furnish all labor, materials and equipment necessary for the rehabilitation 2 Simof the existing 24'diameter vitrified clay pipe(VCR) 1 sewer, in conformance with the Contract Documents for the lump sum price of... 14. Manhole Rehabilitation: Furnish all labor,materials and equipment necessary to rehabilitate existing manholes, in Lump 1 conformance with the Contract Documents for a lump Sum sum price of... 15. All other portions of the Work except for the Work of Items No.1 through 14 and No.16: Furnish all labor, equipment and materials necessary to complete all other Lump portions of the Work,except for the Work specified in Sum 1 - $I��000 G Items 1 through 14 and No. 16 in conformance with the Contract Documents for a lump sum price of.. 16, Demobilization:The amount for this Bid Item shall not be less than 1 h of the Total Amount of Bid and shall include but not be limited to the acceptance of Work by OCSD and the City of Newport Beach,completion of all items on final punch list,final cleanup and processing of Lump , _ $Zf50D°final progress payment request, in conformance with the Sum Contract Documents for a lump sum once of... All amounts greater than 5%which were included in Bid Item 1 Mobilization shall be paid under this Demobilization Bid Item. oP SUBTOTAL BASE BID ITEMS N0.1 THROUGH NO. 16(INITIAL AWARD AMOUNT) $„22 r513r100 C-BF-041013 PROJECT NO.Sri] BALBOA TRUNK SEWER REHABILITATION ADDENDUM NO.2 Page 32 of 36 Bid Submitted By:VVtNLdf Kwry (ti T1AG• (Name of Firm) ADDITIVE BID ITEMS(Refer to Note 2 in the Instructions):Itern - Unit of No Description Measure- Apay x Unit Price Extended Price ment 17. Removal and Replacement of Additional '/.inch of Deteriorated Concrete during Manhole Rehabilitation (1"to 1.1/4"depth): Furnish all labor, materials and equipment necessary for the removal and replacement of Square additional'/."of deteriorated concrete during manhole Feet 400 x $ o° _ $Z a boo° rehabilitation(1"to 1-'/.")to competent material, in / conformance with the Contract Documents for the unit price of... 18. Removal and Replacement of Additional'/.inch of Deteriorated Concrete during Manhole Rehabilitation (1-1/4"to 1.1/2"depth): Furnish all labor, materials and equipment necessary for the removal and replacement of Square additional W of deteriorated concrete during manhole Feet 300 x $ 1000 - $ „ abbl7 rehabilitation (1-'/."to 1-!/')to competent material in �Ni conformance with the Contract Documents for the unit Price of... 19. Removal and Replacement of Additional'/.inch of Deteriorated Concrete during Manhole Rehabilitation (1-1/2"to 1.3/4"depth): Furnish all labor, materials and equipment necessary for the removal and replacement of Square 200 x $ °a additional ^/." of deteriorated concrete during manhole Feet I� - $ f b00° rehabilitation (1-'/:" to 1-/.")to competent material in conformance with the Contract Documents for the unit price of... 20. Removal of Additional''/.inch of Deteriorated Concrete during Manhole Rehabilitation (1-3/4"to 2" depth with no exposed reinforcement steel): Furnish all labor, materials and equipment necessary for the Square 100 x gam,., = $ n f) removal and replacement of additional ^/."of deteriorated Feet 20c)0 2Vy000 concrete during manhole rehabilitation (1-%"to 2")to competent material in conformance with the Contract Documents for the unit price of... 21. Removal of Existing Manhole and Replace with completely new 60-inch manhole in accordance with OCSD Standard Detail S-49(5'to 6'depth): Furnish all labor, materials and equipment necessary to remove existing manhole (5'to 8'depth)and replace with new manhole structure, including concrete base, precast Each 1 x $' w - 5^0 $I concrete units, frame and cover, bedding, excavation, $ Q/ V �� shoring and bracing, dewatering, backfll, pavement r removal and replacement, protection of existing utilities in place, additional bypass of sewage and traffic control, in conformance with the Contract Documents for the unit price of... C-BF-041013 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION ADDENDUM NO.2 Page 33 of 36 Return to Agenda Report Bid Submitted By: C-�.G.V I rs 1<L(A.14 W .YUw' (Name or Firm) Ite i m Uni[of APProx No. oescdptlon Measure Qty dolt Price Ertendatl Price ant 22 Removal of Existing Manhole and Replace with completely new 60-inch manhole in accordance with OCSD Standard Detail 5-49(greater than S'to 12' depth): Furnish all labor, materials and equipment necessary to remove existing manhole(greater than 6'to 12 depth)and replace with new manhole structure. Each 1 x $ including concrete base, precast concrete units, frame bo 26i�QQ and cover, bedding, backfill,pavement removal and replacement, protection of existing utilities in place, additional bypass of sewage and traffic control, in conformance with the Contract Documents for the unit price of 23. Removal of Existing Manhole and Replace with " completely new 604nch manhole in accordance with OCSD Standard Detail 5-49(greater than 12'to 15' depth); Furnish all labor, materials and equipment necessary to remove existing manhole(greater than 12' to 15'depth)and replace with new manhole structure, Each 1 x $$ $/y l OQQO including concrete base,precast concrete units,frame J4 and cover, bedding, backfill, pavement removal and / replacement, protection of existing utilities in place, I additional bypass of sewage and traffic control, in conformance with the Contract Documents for the unit price of... 24, Additional Temporary Odor Control: Furnish all labor, materials and equipment necessary to provide additional temporary odor control(Magnesium Hydroxide), in Gallons 5.000 x $6r S1 _ $ 32 Clop p conformance with the Contract Documents for the unit ) price of... 25, Additional Hydrophilic Grout Injection: Furnish all labor, materials and equipment necessary to inject c additional hydrophilic grout into manholes to stop Gallons 70 x $y1�0 = $Zql 7l0° infiltration, in conformance with the Contract Documents �-LL U for the unit price of.. 26. Manhole Cones,Frames and Covers Replacement: Furnish all labor, materials and equipment necessary to replace manhole cones,frames and covers in Each 9 x $y7oGb conformance with the Contract Documents far the unit f once of. . 27. Heavy Cleaning (15"VCR): Furnish all labor, materials and equipment necessary for heavy cleaning of existing Linear �^ p 15 diameter vitrified clay pipe(VCR)sewers, in Feet 400 x $%r 50 = $'2.1 206 l� conformance with the Contract Documents for the unit 7 once of... C-BF-041013 PROJECT Ni 647 BALBOA TRUNK SEWER REHABILITATION ADDENDUM NO.2 Page 34 of 36 i Bid Submitted By: (Name of Firm) tern Unit of INn Descripbon Measure- AaYx Unit Price Extended Price ment 28. Heavy Cleaning (18"VCP): Furnish all labor, materialsI, and equipment necessary for heavy cleaning of existing Linear 18"diameter vitrified clay pipe(VCP)sewers, in Feet 1,000 x $ �� - $5) G pD p conformance with the Contract Documents for the unit YY price of... 29. Heavy Cleaning (21"VCP): Furnish all labor, materials and equipment necessary for heavy cleaning of existing Linear 21"diameter vitrified clay pipe(VCP)sewers, in Feet 500 x $�, yQ = $ n ZGOd conformance with the Contract Documents for the unit price of... 30. Heavy Cleaning(24"VCP): Furnish all labor, materials and equipment necessary for heavy cleaning of existing Linear ¢ 24'diameter vitrified clay pipe (VCP)sewers, in Fee[ 600 x $� r yO = $ 3)d©op conformance with the Contract Documents for the unit ✓f d price of... 31. Root Removal(15"VCP): Furnish all labor, materials and equipment necessary for root removal from existing Linear 15"diameter vitrified clay pipe (VCP)sewers, in 400 x $ _ $conformance with the Contract Documents for the unit Feet p S,GD 4) �� price of... - 32. Root Removal (18"VCP): Furnish all labor, materials and equipment necessary for root removal from existing Linear 18"diameter vitrified clay pipe (VCP)sewers, in 1,000 x $� (�b = $ G 5 Ob le conformance with the Contract Documents for the unit Feet , price of... 33. Root Removal(21"VCP): Furnish all labor, materials and equipment necessary for root removal from existing Linear 21"diameter vitrified clay pipe(VCP)sewers, in Feet 500 x $ conformance with the Contract Documents for the unit ✓ i- price of... 34. Root Removal(24"VCP): Furnish all labor, materials and equipment necessary for root removal from existing 0 n diameter vitrified clay pipe (VCP)sewers, i Linear n Feet 600 x $/ _ $con V conformance with the Contract Documents for the unit 'J• �� 1 price of... j 35. CIPP Pre-liner(15"VCP): Furnish all labor, materials and equipment necessary for installation of CIPP pre- Linear a(f /y_� 0 p liner in existing 15" diameter vitrified clay pipe (VCP) Feet 600 z $ = $ 2 ff��/11 sewers, in conformance with the Contract Documents for the unit price of... C-BF-041013 PROJECT NO.5-47 BALBOA TRUNK SEWER REHABILITATION ADDENDUM NO.2 Page 36 of 36 Return to Anentla Report Bid Submitted By: l KA✓'ZShV4 lift JW (Name of Firm) Item Unit of Approx No. Description Measure city Price Extended Price nt 36. CIPP Pre-liner(18"VCP): Furnish all labor, materials and equipment necessary for installation cf CIPP pre- Linear liner in existing 18"diameter vitrified clay pipe(VCP) Feet 2,500 x $ p - $I O 00 sewers, in conformance with the Contract Documents for r ! the unit price of... 37, CIPP Pre-liner(21"VCR):Furnish all labor, materials and equipment necessary for installation of CIPP pre- Linear d y liner In existing 21"diameter vitrified clay pipe(VCR) Feet 1,300 x sewers, in conformance with the Contract Documents for the unit price of... 38. CIPP Pre-liner(24"VCP): Furnish all labor,materials I and equipment necessary for installation of CIPP pre- Linear liner in existing 24"diameter vitrified clay pipe(VCR) Feet 1,40C x, S5r $7 Zq D oD sewers, in conformance with the Contract Documents far ✓ I UU the unit price of... 39, Set Up for Chemical Grout Injection into Pipe Joints: Furnish all labor, materials and equipment necessary to set up for injecting chemical grout into pipe joints to stop Each 10 x U I infiltration, in conformance with the Contract Documents {Gr v�l! �QB for the unit price of.. 40. Chemical Grout Injection into Pipe Joints: Furnish all $ labor, materials and equipment necessary to inject chemical grout into pipe joints to stop infiltration,in Gallons 500 x.. $ZrJOp = 00 conformance with the Contract Documents for the unit price of... 41 Install Sewer Lateral Cleanout(5'to 8'depth): Furnish all labor, materials and equipment necessary to Install a sewer lateral cleanout(5'to 8'depth), including piping., removal of conflicting portions of existing pipe, cover, Ip bedding, excavation, shoring and bracing, dewatering, Each 10 x $ Il�b o S L'Zj �QD bac�ll,pavement removal and replacement, protection I of existing utilities in place, additional bypass of sewage and traffic control, in conformance with the Contract Documents for the unit price of-, SUBTOTAL ADDITIVE BID ITEMS NO. 17 THROUGH 41 $6�9 Z, 'r, f " TOTAL AMOUNT OF BID(BASIS OF AWARD) IMPORTANT NOTICE TO BIDDERS: Bid items 1 through 16 together with Additive Bid Items 17 through 41 will be used to determine the lowest, responsive,responsible Bidder. Additive Bid Items 17 through 41 will not be Included as part of the award amount. In the event OCSO elects to add the Additive Bid Item(s),it will do so via Change Order(s). Referto the SPECIAL PROVISIONS Section entitled ADDITIVE BID ITEMS, C-BF-041013 PROJECT N0,5-47 BALBOA TRUNK SEWER REHABILITATION ADDENDUM N0.2 Page 38 of 36 ADDENDUM TO FINAL PROGRAM ENVIRONMENTAL IMPACT REPORT COLLECTION SYSTEM IMPROVEMENT PLAN ORANGE COUNTY SANITATION DISTRICT(MARCH 2O07) SCH#2006101018 BALBOA TRUNK SEWER REHABILIATION PROJECT (PROJECT NO. 547) 1.0 INTRODUCTION 1.1 Project Description The Balboa Trunk Sewer Rehabilitation Project, Project No. 5-47 (Project), would rehabilitate the existing Balboa Trunk sewer along Newport and Balboa Boulevards between the "A" Street Pump Station and the Lido Pump Station in the City of Newport Beach.Construction activities would include sewer lining and manhole repair. Sewer lining is a method of rehabilitation that uses the existing pipe as a host for a new liner and includes slip lining, cured-in-place pipe (CIPP), and modified cross-section liner. Lining materials include felt or fabric tubes with thermosetting resins, polyvinyl chloride(PVC), and high-density polyethylene (HOPE). Installing a lining requires less disturbance and restoration than replacing the pipe. In some instances, sewer lining can be installed through existing manholes,with no excavation.In some situations,insertion pits must be dug to install the lining. Manhole rehabilitation, typicafiy included in collection system improvement projects, can involve replacement of the entire manhole, replacement of part of the manhole (e.g., frame and cover), lining, and sealing Manhole rehabilitation can be conducted in a construction area approximately 15 feet wide and 30 feet long that extends around the manhole and can accommodate two utility trucks. 1.2 Purpose and Scope The California Environmental Quality Act (CEQA) requires public agencies to analyze and consider the environmental consequences of their decisions to approve development projects over which they exercise discretion. CEQA achieves this objective by requiring agencies to prepare Environmental Impact Reports (EIRs) for projects with the potential to cause significant impacts on the physical environment. EIRs are public documents that assess environmental effects related to the planning, construction, and operation of a project,and indicate ways to reduce or avoid possible environmental damage. An EIR also discloses growth-inducing impacts, effects found not to be significant,significant cumulative impacts,and significant impacts that cannot be avoided, if any.The purpose of an PER is to inform.EIRs are not policy documents that recommend project approval or denial. As lead agency, the Orange County Sanitation District (OCSD)prepared a Program Environmental Impact Report (PEIR) for the OCSD Collection System Improvement Plan in compliance with the California Environmental Quality Act (CEQA) (Public Resources Code, section 21000 et seq.) and the State CEQA Guidelines (California Code of Regulations, Section 15000 or seq.,as amended).In accordance with the State CEQA Guidelines,the Draft PEIR was prepared and distributed to public agencies and the general public by the OCSD on March 15,2007,for a 45-day public review period. A Notice of Availability (NOA) for public review was posted at the Orange County Clerk's Office, a public notice was published in the Orange County Register on March 16, 2007, and a Notice of Completion(NOC)was filed with the State Clearinghouse of the Governor's Office of Planning and Research. The notices included a list of locations where the document was available for public review. Public comments on the Draft PEIR were also solicited at a public hearing that was held on April 3, 2007. No substantive comments on content of the Draft PEIR or significant environmental issues related to the proposed Plan were raised at the public hearing. On August 22, 2007, the County Board of Supervisors certified the PEIR, made findings, adopted a Statement of Overriding Considerations,adopted a Mitigation Monitoring and Reporting Program,and approved the 1 June 2013 931716.1 Return b Mends Report Collection System Improvement Plan, Job No. 7-61. The OCSD filed the Notice of Determination on August 23, 2007. The Project was one of 19 Collection System improvement projects analyzed in the PEIR (PEIR, p. 2-2.). The Project is therefore a subsequent activity within the scope of the PEIR. (CEQA Guidelines § 15168). Subsequent activities in a PER must be examined in light of the PEIR to determine whether an additional environmental document must be prepared. (CEQA Guidelines§ 15168(c).) Public Resources Code Section 21166 limits the ability of an agency to require an additional EIR,once one has been certified for a project. Section 21166 provides as follows: 21166. Subsequent or Supplemental Impact Report;Conditions. When an environmental impact report has been prepared for a project pursuant to this division, no subsequent or supplemental environmental impact report shall be required by the lead agency or by any responsible agency,unless one or more of the following events occurs: (a) Substantial changes are proposed in the project which will require major revisions of the environmental impact report. (b) Substantial changes occur with respect in the circumstances under which the project is being undertaken which will require major revisions in the environmental impact report. (c) New information, which was not known and could not have been known at the time the environmental impact report was certified as complete,becomes available. The CEQA Guidelines further refine the circumstances under which a supplemental or subsequent EIR may be required.Guidelines Section 15162 provides m follows: 15162. Subsequent EIRs and Negative Declarations. (a)When an EIR has been certified or negative declaration adopted for a project,no subsequent EIR shall be prepared for that project unless the lead agency determines,on the basis of substantial evidence in the light of the whole record,one or more of the following: (I) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects;or (3) New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR,was certified as complete or the negative declaration was adopted,shows any of the following: (A) The project will have one or more significant effects not discussed in the previous PEIR or negative declaration; (B) Significant effects previously examined will be substantially more severe than shown in the previous PEIR; (C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative;or 2 June 2013 931716.1 (D)Mitigation measures or alternatives which are considerably different from those analyzed in the previous PEIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. In reviewing the Project details, OCSD staff identified two topics that merit evaluation since certification of the PEIR. These are: (1) short-term, project-specific air quality impacts; and (2) greenhouse gas emissions impacts. After reviewing the facts and analyzing the circumstances, OCSD staff has determined that none of the circumstances described in Public Resources Code Section 21166 as implemented by CEQA Guidelines Section 15162 have occurred. Staff has prepared this addendum, and the initial study prepared concurrently with this addendum,to discuss these issues and document the basis for this determination. The initial study is attached hereto as Appendix A. 2.0 AIR QUALITY The OCSD Collection System Improvement Plan PEIR described the existing air quality regarding the following regulated pollutants: ozone (03), carbon monoxide (CO), suspended particulate matter (PM10), nitrogen oxides (NOx), sulfur dioxide (SOr), lead, and reactive organic gases (ROG). The project site is located in the Orange County portion of the South Coast Air Basin. Table 2-1 shows the pollutants and associated attainment status for the South Coast Air Basin. Orange County is designated as a federal and state non-attainment area for 03, PM10, and PMrs, maintenance for CO, and an attainment area for SO, NOz, and lead. An Air Quality and Climate Change Technical Memorandum for the Project is included as Appendix B to this Addendum to provide technical support for the following analysis. 2.1 Regulatory Setting The SCAQMD is the regional agency responsible for the regulation and enforcement of Federal, State,and local air pollution control regulations in the SCAB. The SCAQMD has the responsibility of cramming that Federal and State ambient air quality standards are achieved and maintained in the SCAB.SCAQMD rules and regulations require that any equipment that emits or controls air contaminants be permitted prior to construction, installation, or operation (Pemut to Construct or Permit to Operate). The SCAQMD also has visible emissions, nuisance, and fugitive dust regulations which are applicable to the Project during construction activities. These specific regulations include SCAQMD Rule 401 (Visible Emissions);SCAQMD Rule 402(Nuisance);and SCAQMD Rule 403(Fugitive Dust). The intent of these rules is to limit the amount of visible emissions and fugitive dust generated from emission sources and to ensure emitted pollutants do not cause a public nuisance. SCAQMD Rule 403 provides control measures to reduce overall fugitive dust emissions from construction activities. Based on the description of the construction activities for the Project,the amount of soil to be excavated,and the acreage of the disturbed areas,the Project does not classify as a"large operation."However,to minimize fugitive dust emissions, feasible fugitive dust control measures as stated in the applicable rules would be implemented as Applicant Proposed Measures(APMs)to reduce potential impacts to off-site receptors(SCAQMD,2009a). 2.2 Methodology Construction emissions from the operation of diesel-fueled off-road equipment were estimated by multiplying peak daily usage by equipment-specific emission factors. Horsepower-based composite factors,with built-in load factors, were utilized to estimate peak daily emissions. The emission factors were obtained from the SCAQMD's website (SCAQMD 2011) and represent the Beet-wide average emission factors during 2013 within the South Coast Air Basin (SCAB). Criteria pollutant emissions from on-road motor vehicles were estimated using California Air Resource Board's(CARB)On-Road EMFAC2011 mobile source emission factors,obtained from the EMFAC2011 model output. Peak daily emissions include both onsite and offsite emissions; onsite emission are generated by sources within the footprint of the project site; offsite emission are generated by sources such as vendor haul trips due to import or export of construction materials. 3 Jane 2013 931716.1 Return to Agenda Report 2.3 Significance of Impacts Air quality impacts during construction of the Project are presented in Table 2-1 below. Peak daily construction emissions are summarized and are also compared to the established SCAQMD regional mass daily emission thresholds and localized significance thresholds(LSTs)for construction. Criteria Pollutants,lb/da Equipment Type ROG CO NOx SOx PMta PMc,S Onsite Offroad Equipment 1.71 6.82 13.86 0.02 0.72 0.70 OmoadEquipment 0.03 0.21 0.16 0.00 0.01 0.01 site Onroad Equipment 1.00 7.24 6.67 0.01 0.27 0.22 Regional Impact Evaluation Total Daily Emissions 2.74 14.27 099 0.93 Regional Thresholds 75 550 1000 55 Exceed Regional Thresholds(YIN)? No No No No No No Localized Impact Evaluation Total Daily Offsite Emission 1.00 7.24 6.67 0.01 0.27 0.22 Localized Significance Thresholds 647 92 4 3 Exceed LST(Y/N)? No No No No No No Notes: 1. Derailed emission calculations are presented in Attachment 1. Source:Modeled by AECOM 2013 2.4 Application of CEQA Guidelines Would the project conflict with or obstruct implementation of the applicable air quality plan? Air emissions in the South Coast Air Basin (SCAB) are regulated by the South Coast Air Quality Management District(SCAQMD).Pursuant to the federal Clean Air Act(CAA),the SCAQMD is required to reduce emissions of criteria pollutants for which the SCAB is in non-attainment Strategies to achieve these emissions reductions are developed in the Air Quality Management Plan (AQMP) prepared by SCAQMD for the region. Chapter 3 of the AQMP states, "future emissions forecasts are based on demographic and economic growth projections provided by the Southern California Association of Governments (SCAG)P The Project will not conflict with or obstruct implementation of any applicable air quality plans or regulations. The regions currently exceeds standards for ozone and PM2,5, the most significant sources of these pollutants we vehicle and other mobile source emissions. No new impacts associated with the implementation of an air quality plan would occur. Would the project violate any air quality standard or contribute substantialty to an existing or projected air quality violation? The South Coast region is currently in violation of air quality standards for ozone and PM2.5. The Project is not expected to result in significantly increased air emissions. Based on this air quality analysis, potential emissions from truck traffic associated with this project would represent insignificant sources of pollutants contributing to the overall PMz s emissions.Nonetheless,because the South Coast airshed is a nonattaimnent area for PM2,S,mitigation should be employed to minimize particulate emissions during rehabilitation operations. No new impacts associated with the violation of air quality standards would occur. 4 June 2013 931716.1 Would the project result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions, which exceed quantitative thresholds for ozone precursors)? In evaluating the activities described in the certified PEIR OCSD had concluded that short-term cumulative impacts related to air quality would remain significant after mitigation. When combined with construction of the reasonably foreseeable future projects, construction emissions are anticipated to exceed significance thresholds for NO,. Because air emissions typically are considered on a regional basis, any project being constructed in the general vicinity of the proposed collection system improvement projects during the same construction timcframe likely would contribute to potentially significant cumulative air quality impacts. No new impacts associated with a cumulative net increase of criteria pollutants would occur. Would the project expose sensitive receptors to substantial pollutant concentrations? Sensitive receptors in the Project area include City hall, a library, park, three places of worship, and a school. As stated in the PEIR, the temporary increase in emissions of criteria air pollutants during construction would not be expected to exceed SCAQMD-established air quality thresholds for the Project. Emissions associated with operational activities would be minimal and are not anticipated to result in long-term operational impacts that conflict with SCAQMD-established air quality standards.Therefore,the Project would not have a significant impact to sensitive receptors during construction or operation. Would the project create objectionable odors affecting a substantial number ofpeople? The Project would be expected to create some objectionable odors as a result of modification of the existing sewer lines. Currently, OCSD investigates and tracks all odor complaints, performing cleaning and/or repairs as appropriate, and would continue this practice. As part of its operational activity, OCSD injects sodium hydroxide, hydrogen peroxide, ferrous chloride, and magnesium hydroxide at various locations in the collection system to control odor. Construction contractors are required to follow a site-specific odor control plan to minimize odors during rehabilitation activities. Odor control could include monitoring, ventilating, chemical application, material containment limiting atmospheric exposure, and activity staging to minimize odor impacts. Therefore, impacts associated with the creation of objectionable odors affecting a substantial number of people would be considered less than significant. 2.4.1 SUMMARY OF PROJECT COMPARISON TO PEIR FINDINGS Is there substantial evidence in the record revealing that there have been substantial changes proposed in the project which will require major revisions of the previous PEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously ideniifred significant effects with respect to air quality? Based on the foregoing analysis and project information, the initial study prepared concurrently with this Addendum,there is no evidence that the changes to the Project require a major change to the certified OCSD PEIR. The Project would not result in any new significant environmental impact or a substantial increase in the severity of impacts from those described in the certified OCSD PEIR Is there substantial evidence in the record revealing that there have been substantial changes with respect to the circumstances under which the project is undertaken which will require major revisions of the previous PEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identifed significant effects as a result of recent developments with respect to the regulatory environment on air quality? No, based on the foregoing analysis and project information in the initial study prepared concurrently with this Addendum, there is no evidence suggesting that there have been substantial changes with respect to the circumstances under which the Project is undertaken which will require major revisions to the previous PEIR. 5 June 2013 931716.1 Return to Aware Report A there substantial evidence in the record revealing that there is new information of substantial importance related to the recent developments relating to the regulatory environment on issues of air quality, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous PEIR was certified that shows: (1) the project will have one or more significant effects not discussed in the PEIR, (2) significant effects previously shown will be substantially more severe that shown in the previous PEIR, (3) mitigation measure or alternatives previously found to be infeasible would in fact be feasible, or (4) there are considerably different mitigation measures or alternatives from those analyzed in the previous PEIR that would substantially reduce one or more significant effects? This Addendum and the initial study prepared concurrently with the Addendum has analyzed all available relevant information and has determined that there is no new information of substantial importance, that was unknown and could not have been known with the exercise of reasonable diligence at the time the OCSD PEIR was certified indicating that: (1)the Project would have one or more significant effects not discussed in the PEIR,(2)significant effects previously examined will be substantially more severe than shown in the PEIR„ (3)mitigation measures or alternatives previously found not to be feasible would in fact be feasible, or(4)mitigation measures or alternatives considerably different from those analyzed in the PEIR would substantially reduce one or more significant effects. 3.0 GLOBAL CLIMATE CHANGE The certified PEIR did not contain a greenhouse gas (GHG) emissions analysis, as it was not industry practice in 2007 to routinely perform such an analysis. Since that time, however, analysis of GHG is required, and new checklist questions were approved for inclusion in the CEQA Guidelines as of March 18, 2010. Therefore, GHG emissions are now considered in the environmental analysis for the Project.This analysis is undertaken to determine if the Project would result in adverse impacts in relation to GHG emissions. An Air Quality and Climate Change Technical Memorandum for the Project is included as Appendix B to this Addendum to provide technical support for the following analysis. Global climate change refers to changes in average climatic conditions on Earth as a whole, including temperature, wind patterns, precipitation and storms. Global temperatures are moderated by naturally occurring atmospheric gases, including water vapor, carbon dioxide (CO2), methane(CH4) and nitrous oxide(N20). These gases allow solar radiation (sunlight) into the Earth's atmosphere, but prevent radiative heat from escaping, thus warming the Earth's atmosphere. Global climate change attributable to the emission of greenhouse gases (`GHG") (mainly CO2, CH4 and N20) generated by human activity is currently one of the most important and widely debated scientific, economic and political issues in the United States.Historical records indicate that global climate changes have occurred in the past due to natural phenomena(such as during previous ice ages). Some data indicate that the current global conditions differ from past climate changes in rate and magnitude.These data have led political leaders to take actions designed to reduce the emissions of GHG generated by human activity. Carbon dioxide is the most abundant GHG. GHGs we the result of both natural and human activity. Forest fires, decomposition, industrial processes, landfills, and consumption of fossil fuels for power generation,transportation, heating, and cooking are the primary sources of GHG emissions. According to the California Energy Commission (CEC), emissions from fossil fuel consumption represent approximately 81 percent of GHG emissions and transportation creates 41 percent of GHG emissions in California. The scientific understanding of the fundamental processes responsible for global climate change has improved over the past decade, and predictive capabilities are advancing. However, there remain significant uncertainties, for example,in predictions of local effects of climate change,occurrence of extreme weather events,effects of aerosols, changes in clouds,shifts in the intensity and distribution of precipitation,and changes in oceanic circulation. Due to the complexity of the Earth's climate system,the uncertainty surrounding climate change may never be completely eliminated. Because of these uncertainties, there continues to be significant debate with respect to the appropriate actions to limit and/or respond to climate change. In addition, it is impossible to link a single development project with future specific climate change impacts. 6 June 2013 931716.1 3.1 Regulatory Setting 3.1.1 FEDERAL PLANS,POLICIES,REGULATIONS,AND LAWS The U.S. Environmental Protection Agency(EPA) is the Federal agency responsible for implementing the Federal Clean Air Act(CAA).The Supreme Court of the United States ruled on April 2,2007 that CO2 is an air pollutant as defined under the CAA, and that EPA has the authority to regulate emissions of GHGs. However, there are no Federal regulations or policies regarding GHG emissions that are directly applicable to the Project or that require additional analysis for compliance with the regulations listed below. 3.1.2 STATE PLANS,POLICIES,REGULATIONS,AND LAWS The California Air Resources Board(CARB) is the agency responsible for coordination and oversight of state and local air pollution control programs.Various statewide and local initiatives ro reduce the state's contribution to GHG emissions have raised awareness that, even though the various contributors to,and consequences of, global climate change are not yet fully understood, global climate change is under way, and there is a real potential for severe, adverse environmental,social,and economic effects in the long term. Assembly Bill 1493 In 2002, then-Govemor Gray Davis signed AB 1493, which required that ARB develop and adopt, by January 1, 2005, regulations that achieve`the maximum feasible reduction of GHGs emitted by passenger vehicles and light- duty bucks and other vehicles determined by ARB to be vehicles whose primary use is noncommercial personal transportation in the state." To meet the requirements of AB 1493, in 2004 ARB approved amendments to the California Code of Regulations(CCR)adding GHG emissions standards 0 California's existing standards for motor vehicle emissions. These amendments require automobile manufacturers to meet fleet-average GHG emissions limits for all passenger cars, light-duty trucks within various weight criteria, and medium-duty, passenger vehicle weight classes (i.e., any medium-duty vehicle with a gross vehicle weight (GV W) rating less than 10,000 pounds that is designed primarily for the transportation of persons),beginning with the 2009 model year.For passenger cars and light-duty trucks with a loaded vehicle weight(LV W)of 3,750 pounds or less,the GHG emission limits for the 2016 model year are approximately 37 percent lower than the limits for the first year of the regulations, the 2009 model year. For light-duty trucks with LV W of 3,751 pounds to GV W of 8,500 pounds, as well as medium-duty passenger vehicles, GHG emissions will be reduced approximately 24 percent between 2009 and 2016. On January 24, 2011, the U.S. Department of Transportation (DOT), the EPA and the state of California announced a single timeframe for proposing fuel economy and greenhouse gas standards for model year 2017-2025 cars and light-duty trucks.The standards require these vehicles to meet an estimated combined average emissions level of 250 grams of carbon dioxide per mile in model year 2016,which is equivalent to 35.5 miles per gallon. Executive Order 5-3-05 In 2005, in recognition of California's vulnerability to the effects of climate change, Governor Schwar-zenegger established Executive Order 5-3-05,which sets forth a series of target dates by which statewide emission of GHGs would be progressively reduced, as follows:by 2010,reduce GHG emissions to 2000 levels;by 2020, reduce GHG emissions to 1990 levels;and by 2050,reduce GHG emissions to 80 percent below 1990 levels. Assembly Bill 32 In September 2006,Governor Arnold Schwarzenegger signed AB 32,the California Global Warring Solutions Act of 2006.AB 32 establishes regulatory,reporting,and market mechanisms to achieve quantifiable reductions in GHG emissions and a cap on statewide GHG emissions. AB 32 requires that statewide GHG emissions be reduced to 1990 levels by 2020. In December 2007, ARB approved the 2020 emission limit(1990 level) of 427 million metric tons (MMT) CO2e. The goal requires that California reduce Me emissions by 169 million metric tons (MMT), or approximately 30%,from the state's projected 2020 emissions level of 596 MMT of CO2e under a business-as-usual scenario. Executive Order 5-1-07 Executive Order 5-1-07,which was signed by Governor Schwarzenegger in 2007,proclaims that the transportation sector is the main source of GHG emissions in California,at over 40 percent of statewide emissions. It establishes a goal that the carbon intensity of transportation fuels sold in California should be reduced by a minimum of 10 percent by 2020.This order also directed ARB to determine if this Low Carbon Fuel Standard could be adopted as a 7 June 2013 931716.1 Return to Mends Report discrete,early-action measure after meeting the mandates in AB 32.ARB adopted the Low Carbon Fuel Standard on April 23,2009. Senate Bill 97 SB 97, signed August 2007, acknowledges that climate change is a prominent environmental issue that requires analysis under CEQA. This bill directs the California Office of Planning and Research (OPR) to prepare, develop, and transmit to the Resources Agency guidelines for the feasible mitigation of GHG emissions or the effects of GHG emissions, as required by CEQA by July 1, 2009. The California Natural Resources Agency is required to certify or adopt those guidelines by January 1, 2010. On April 13, 2009, the California Office of Planning and Research submitted to the Secretary for Natural Resources its proposed amendments to the state CEQA Guidelines for GHG emissions, as required by SB 97. On December 30, 2009, the Natural Resources Agency adopted the proposed CEQA Guidelines amendments,as required by SB 97.The amendments became effective March 18,2010. 3.1.3 REGIONAL AND LOCAL PLANS,POLICIES,REGULATIONS,AND LAWS The South Coast Air Quality Management District(SCAQMD)monitors air quality within the project area and the South Coast Air Basin,which includes Orange County and portions of Los Angeles,Riverside,and San Bernadine counties. The South Coast Air Basin is bounded by the Pacific Ocean to the west; the San Gabriel, San Bernadine and San Jacinto Mountains to the north and east; and the San Diego County line to the south. The SCAQMD also has jurisdiction over the Salton Sea Air Basin and a portion of the Mojave Desert in Riverside County. SCAQMD has not adopted any rules or regulations specific to global climate change or GHG emissions that are applicable to the Project. 3.2 Methodology GHG emissions generated by the Project would predominantly be in the form of carbon dioxide(CO2) and would occur primarily due to combustion sources including construction equipment and on- and off-road vehicle trips. GHG emissions from construction equipment were quantified using spreadsheets populated with horsepower-based composite emission factors, with built-in load factors. The emission factors were obtained from the SCAQMD's website (SCAQMD 2011) and represent the fleet-wide average emission factors during 2013 within the SCAB. GHG emissions from on-road motor vehicles were estimated using CARB's On-Road EMFAC2011 mobile source emission factors,obtained from the EMFAC201 I model output. 3.3 Significance of Impacts The previously certified PEIR did not contain an analysis of global climate change and GHG emissions. As mentioned earlier, amendments to the State CEQA Guidelines for climate change analyses became effective in Much 2010. Therefore, climate change analyses were not necessarily required or included in environmental documents prior to this time. There arc currently two interim significance thresholds for GHG emissions, established by the SCAQMD and the CARB. The SCAQMD adopted an interim threshold of 10,000 metric tons of carbon dioxide equivalent per year (MTCOie/yr) for industrial projects, including both stationary and mobile source-related emissions (with construction impacts amortized over a 30-year period, plus operational impacts). The CARB interim threshold, which has been proposed but not yet been adopted, is 7,000 MTCOte/yr for non-transportation GHG emission sources,and includes interim performance standard requirements for construction equipment(which have yet to be defined). The SCAQMD interim threshold for industrial projects has been used for this analysis because it applies to mobile source emissions,which is the emission source for the Project construction activities. The analysis quantifies the annual GHG emissions that will result from project-related mobile sources during construction, and compares them to SCAQMD's Interim CEQA GHG Significance Threshold for Stationary Sources(SCAQMD 2008). As presented in Table 3-1, greenhouse gas (GHG) emissions generated during construction would increase as a result of the proposed activities described above. However,the incremental increase would be less than I metric tons of carbon dioxide equivalents per year(MTCO2e/yr)and therefore would be less than significant. 8 Jane 2013 931916.1 Tull 1 3-1: G I I G EMISSIONS I mm( I ANALYSIS I Source Core Emissions Total Project CO2,Emissions During Construction,MTCOre/Project 324 Amortized Construction GHG over a 30. eaz period),MTCO2e/30- 11 SCAQMD Interim GHG Threshold for Industrial Projects 1 10,000 Would the project exceed the SCAQMD interim threshold? No Notes: 1. Detailed emission calculations are presented in Attachment 1. Source: Modeled by AECOM,2013 3.4 Application of CEQA Guidelines Would the project generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? Implementation of the Project would generate greenhouse gases through the construction and routine maintenance of the Project GHG emissions from the Project would specifically arise from the temporary direct sources, such as motor vehicles and construction related diesel equipment Emissions from these sources were estimated using the CaIEEMod model based on default emission factors and land use consumption and generation rates. Emissions of greenhouse gases are presented in terms of metric tans of CO2 equivalents (MTCO2e). CO2e is the combination of all greenhouse gas impacts when normalized by comparing the effects of the impacts of each individual gas to that of a reference gas(CO2). This metric allows for the representation of greenhouse gas impacts as a single number. Table 3-1 shows the estimated GHG emissions with respect to the Project. It should be noted that the mitigation measures identified in the certified Air Quality section of the PEIR serve to reduce fugitive dust pollutants and would not reduce GHG emissions. As such, the GHG emissions identified in Table 3-1 reflect the estimated emissions without the incorporation of mitigation identified in the certified PEIR. Based on these calculations, the Project would result in emissions of 324 MT CO2e/year and, therefore, would be below the SCAQMD's screening-level threshold. Rehabilitation construction and operation of the Project GHG emissions would be well below screening thresholds.The impact of the Project would be less than significant and no mitigation is required. Would the project conflict with any applicable plan,policy,or regulation adopted for the purpose of reducing the emissions ofgreenhouse gases? The County Board of Supervisors adopted a countywide energy and environmental policy (Policy No. 3.045) to provide guidelines for development, implementation, and enhancement of energy-conservation and environmental programs within the County.AB 32 established the goal of reducing GHG emissions in California to 1990 levels by 2020. The proposed SCAQMD screening-level thresholds are designed such that a 90 percent capture rate is achieved. This 90 percent capture rate means that 90 percent of all development projects would need to incorporate some form of emission reductions in order to reduce emissions. These rates are established to be compliant with the AB 32 threshold of reducing GHG emissions to 1990 levels by 2020. The Project's GHG emissions would be below all screening-level thresholds, and thus would not conflict with All 32 and Policy No. 3.045. Because the Project is compliant with the SCAQMD screening tables and would comply with all regulatory requirements related to GHG emissions, the Project would not conflict with plans, policies or regulations adopted to reduce emissions of greenhouse gases. The impact of the Project would be less than significant and no mitigation is required. 9 June 2013 931716.1 Return to Mends Report 4.0 BASIS FOR DECISION TO PREPARE AN ADDENDUM CEQA Guidelines Section 15164 explains when an addendum to an EIR shall be prepared: 15164. Addendum to an EIR or Negative Declaration. (a) The lead agency or a responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred. (b) An addendum to an adopted negative declaration may be prepared if only minor technical changes or additions are necessary or none of the conditions described in Section15162 calling for the preparation of a subsequent EIR or negative declaration have occurred. (c) An addendum need not be circulated for public review but can be included in or attached to the final EIR or adopted negative declaration. (d) The decision-making body shall consider the addendum with the final EIR or adopted negative declaration prior to making a decision on the project. (e) A brief explanation of the decision not to prepare a subsequent EIR pursuant to Section 15162 should be included in an addendum to a PEIR,the lead agency's required findings on the project, or elsewhere in the record.The explanation must be supported by substantial evidence." 5.0 DETERMINATION Based on the information and analysis in this Addendum, and the initial study prepared concurrently with this Addendum,pursuant to Section 15162 of the State CEQA Guidelines the OCSD has determined that: 1. There are no substantial changes to the Project that will require major revisions to the PEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of significant impacts previously identified in the PEIR; 2. Substantial changes have not occurred in the circumstances under which the Project is being undertaken that will require major revisions of the PEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of significant impacts previously identified in the PEIR;and 3. There is no new information of substantial importance which was not known and could not have been known at the time the PEIR was certified that shows any of the following: a) The Project will have one or more new significant effects not discussed in the PEIR; b) Significant effects previously examined will be substantially more severe than shown in the PEIR; c) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects ofthe Project;or d) Mitigation measures or alternatives which are considerably different from those analyzed in the PEIR would substantially reduce one or more significant effects on the environment. 10 June 2013 931716.1 6.0 ORGANIZATIONS AND PERSONS CONSULTED 6.1 Preparers Orange County Sanitation District(Lead Agency) Engineering Department Eros Yong,PE CIP Project Manager AECOM Sarah Esterson Air Quality Specialist Merrill Nordin CEQA Project Manager 7.0 REFERENCES Orange County Sanitation District,March,2007. Program Environmentallmpact Report, Collection System Improvement Plan. Prepared by Integrated Program Management Systems(IPMS) AECOM, 2013. Balboa Trunk Sewer Rehabilitation Project Air Quality and GHG Impact Analysis Tech Memo. Prepared by AECOM 11 June 2013 931716.1 Return to Mende Report APPENDIX A CEQA Initial Study Jmc 2013 93V16A Balboa Trunk Sewer Rehabilitation Project I June 2013 Project Title Balboa Trunk Sewer Rehabilitation,Project No. 5-47 (Project) Lead Aaencv Name and Address Orange County Sanitation District(OCSD) 10844 Ellis Avenue Fountain Valley, California 92708 Lead Aeencv Contact Person and Phone Number Eros Yong, PE CIP Project Manager Orange County Sanitation District I Engineering Dept. 10844 Ellis Avenue Fountain Valley, CA 92708 Phone: (714) 593-7305 Project Location The project occurs along 2.5 miles in the Right-Of-Ways(ROW)along Newport and Balboa Boulevards in the City of Newport Beach, California. Project Sponsor's Name and Address Eros Yong, PE Orange County Sanitation District I Engineering Dept. 10844 Ellis Avenue Fountain Valley, CA 92708 Phone: (714) 593-7305 General Plan Desieuation The Project is within the public right of way Zoning The Project is within the public right of way Project Overview and Purpose The Balboa Trunk Sewer (BTS) was built in the 1940s and includes approximately 2.5 miles of gravity sewer 15-incb to 24-incb diameter Vitrified Clay Pipe (VCP) including 40 manholes. The surrounding areas are primarily high-density residential and commercial businesses, tourist areas, and restaurants. Condition assessments and inspections performed from 2006 through 2009 show multiple cracks and fractures. Most of the sewer is below groundwater and cracks in the system contribute to infiltration into the sewer system. Previous joint sealing and grouting have been largely unsuccessful in reducing infiltration. The final design includes a trenchless lining technology (cured—in-place pipeliner) that will be installed through existing manholes and will cause the least community disruptions during construction. This trenchless rehabilitation solution will provide full-length, manhole-to-manhole, rehabilitation of the BTS. Advantages will include reduced pumping, treatment and maintenance costs due to a reduction in infiltration into the sewer. Most of the 40 manholes will require bench and channel repair where infiltration is widespread in these areas. 1 930974.1 __!_s,_ �� \ ems, �� » » . / . § ! 2 | Balboa Trunk Sewer Rehabilitation Project I June 2013 Proposed Project Components This Project includes the rehabilitation of sanitary sewers and manholes. The sewer work generally described as rehabilitation of the gravity sewer by installation of Cured-In-Place pipe (CIPP) liner per Section 15269 for the following: . Approximatelyl,270 linear feet of existing 15-inch internal diameter VCP sanitary gravity main from Manhole 14SO095-000(Sta 127+23.27)to Manhole 14SO075-0000 (Sta 114+50.67); . Approximately 5,120 linear feet of existing 18-inch internal diameter VCP sanitary gravity main from Manhole 14SO075-0000 (Sta 114+50.67)to Manhole 14S0005-0000 (Sta 63+28.78); . Approximately 2,670 linear feet of existing 21-inch internal diameter VCP sanitary gravity main from Manhole LID0083-0000 (Sta 55+48.49)to Manhole LID0045-0000 (Sta 28+81.37); Approximately 2,880 linear feet of existing 24-inch internal diameter VCP sanitary gravity main from Manhole LID0045-0000 (Sta 28+81.37)to Manhole LID0005-0000 (Sta 0+00); and . Reinstatement of lateral connections,as shown on the Contract Documents. The manhole work defined by the Contract Documents includes rehabilitation of 33 manholes, as described in the Contract Documents. Access to the sewer to install the liner will be through existing manholes. The following are a few of the special construction features required as part of the Contract: 1. Contractor will be responsible for flow bypass and traffic control plans included in the Contract Documents. If Contractor proposes alternative implementation, other than that contained in the Contract Documents,the Contractor will be required to obtain approval from the City of Newport Beach and will be solely responsible for additional costs and schedule impacts. Proposed alternative flow bypass and/or traffic control plans, if desired by the Contractor, must be prepared by the Contractor using a registered Professional Engineer in the State of California at no additional cost to OCSD or the Contract, and shall be submitted by the Contractor to the City of Newport Beach for their approval, and accepted by the City and OCSD prior to commencing the work. 2. Contractor will be responsible for temporary odor control systems and odor monitoring during construction, as specified in Section 13720 Temporary Odor Control Systems. 3. Contractor will be responsible for replacement of all disturbed asphalt concrete pavement, concrete pavement, concrete pavers, curbs, gutters, traffic striping; and other incidental items disturbed during construction as specified in the Contract Documents. 3 930974.1 Return b Mends Report Balboa Trunk Sewer Rehabilitation Project I June 2013 Environmental Determination 2.1 Environmental Factors Potentially Affected The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a"Potentially Significant Impact'as indicated by the checklist on the following pages. It should be noted that the Project would not result in"new"significant impacts. ❑ Aesthetics ❑ Agriculture and Forestry E Air Quality Resources ❑ Biological Resources ❑ Cultural Resources ❑ Geology/Soils ❑ Greenhouse Gas Emissions ❑ Hazards&Hazardous Materials ❑ Hydrology/Water Quality ❑ Land Use/Plaming ❑ Mineral Resources ® Noise ❑ Population/Housing ❑ Public Services ❑ Recreation ® Tmreportmiontrraffic ❑ Utilities/Service Systems ❑ Mandatory Findings of Significance 2.2 Determination On the basis of this initial evaluation: ❑ I find that the proposed project Could Not have a significant effect on the environment,and a NEGATIVE DECLARATION will be prepared. ❑ I find that although the proposed project could have a significant effect on the environment,there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the project proponent.A MITIGATED NEGATIVE DECLARATION will be prepared. ❑ I find that the proposed project MAY have a significant effect on the environment,and an ENVIRONMENTAL IMPACT REPORT is required. ❑ I find that the proposed project MAY have a"potentially significant impact'or"potentially significant unless mitigated"impact on the environment,but at least one effect 1)has been adequately analyzed in an earlier document pursuant to applicable legal standards,and 2)has been addressed by mitigation measures based on the earlier analysis as described on attached sheets.An ENVIRONMENTAL IMPACT REPORT is required,but it must analyze only the effects that remain to be addressed. ® I find that although the proposed project could have a significant effect on the environment,because all potentially significant effects(a)have been analyzed adequately in an earlier ENVIRONMENTAL IMPACT REPORT or NEGATIVE DECLARATION pursuant to applicable standards,and(b)have been avoided or mitigated pursuant to that earlier ENVIRONMENTAL IMPACT REPORT or NEGATIVE DECLARATION,including revisions or mitigation measures that are imposed upon the posed project,nothing further is required. (o�2S�f 3 Signature Date may, OGSD Title Agency 4 93a91a.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 Issues: Potentially Lass Than Lass Than No Significant Significant With Significant Impact Impact Mitigation Impact Incorporated I. AESTHETICS: Would fieproject: a) Have a substantial adverse effect on a scenic vista? ❑ ❑ ❑ b) Substantially damage scenic resources,including,but not limited to,trees, El El Elrock outcroppings,and historic buildings within a state scenic highway? c) Substantially degrade the existing visual character or quality of the site El El Eland its surroundings? d) Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? El El El H it. AGRICULTURE AND FORESTRY RESOURCES: In determining whether impacts to agricultural resources are significant environmental effects,lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model(1997)prepared by the California Dept.of Conservation as an optional model to use in assessing impacts on agriculture and farmland. In determining whether impacts to forest resources,including timberland,are significant covtronmental effects, lead agencies may refer to information compiled by the California Department of Forestry and Fire Protection regarding the slate's inventory of forest land,including the Forest and Range Assessment Project and the Forest Legacy Assessment project;and forest carbon measurement methodology provided in Forest Protocols adopted by the California Air Resources Board. Would the project: a) Convert Prime Farmland,Unique Farmland,or Farmland of Statewide importance(Farmland),as shown on the maps prepared pursuant to the El El ElFamdand Mapping and Monitoring Frogman ofth California Resources Agency,to non-agricultural use? b) Conflict with existing zoning for agricultural use,or a Williamson Act co El ❑ Elntract? c) Conflict with existing zoning for,or cause rezoning of,forest land(as defined in Public Resources Code section 12220(g)),timberland(as defined by Public Resources Code section 4526),or timberland zoned El El H Timberland Production(as defined by Government Code section 51104(g))? d) Result in the loss of forest land or conversion of forest land to non-forest use? El El El H e) Involve other changes in the existing environment which,due to their location or nature,could result in conversion of Fam land,to ❑ ❑ ❑ nonagricultural use or conversion of forest land to non-forest use? III. AIR OUALITY: Where available,the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations.Would the project: a) Conflict with or obstruct implementation of the applicable air quality Plan? El El Z El b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard(including releasing emissions which 1:1 El exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to substantial pollutant concentrations? ❑ ❑ ® ❑ e) Create objectionable odors affecting a substantial number ofpeople? ❑ ❑ ® ❑ 5 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 IV. BIOLOGICAL RESOURCES: Would the project a) Have a substantial adverse effect,either directly or through habitat modifications,on any species identified as a candidate,sensitive,or special stains species in local or regional plans,policies,or regulations,or by the California Department of Fish and Game or U.S.Fish and Wildlife Service? b) Have a substantial adverse effect oa any riparian habitat or other sensitive natural community identified in local or regional plans,policies, regulations or by the California Department of Fish and Game or U.S. El El El Z Fish and Wildlife Service? c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 ofthe Clean Water Act(including,but not limited to,marsh,vernal pool,coastal,etc.)through direct removal,filling, El El El z hydrological interruption,or other means? d) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or El El Elmigratory wildlife corridors,or impede the use ofnative wildlife nursery sires? e) Conflict with any local policies or ordinances protecting biological El El Elresources,such as a tree preservation policy or ordinance? 1) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan,or other approved local,regional, ❑ ❑ ❑ z or state habitat conservation plan? V. CULTURAL RESOURCES: Woold the project: a) Cause a substantial adverse change in the significance of a historical resource as defined in§ 15064.5? b) Cause a substantial adverse change in the significance of an archaeological resource pursuant to§15064.5? El z El 11 c) Directly or indirectly destroy a unique paleontological resource or site or El ® El El geologic feature? d) Disturb any human remains,including those interred outside offormal ❑ ® ❑ ❑ cemeteries? VI. GEOLOGY AND SOILS: Would the project? a) Expose people or structures to potential substantial adverse effects, including the risk of loss,injury,or death involving: i) Rupture offs known earthquake fault,as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a ❑ ® ❑ ❑ known fault? Refer to Division of Mines and Geology Special Publication 42. it) Strong seismic ground shaking? ❑ ® ❑ ❑ iii) Seismic-related ground failure,including liquefaction? ❑ ® ❑ ❑ iv) Landslides? ❑ ❑ ❑ b) Result in substantial soil erosion or the loss of topsoil? ❑ ❑ ❑ c) Be located on a geologic unit or soil that is unstable,or that would become unstable as a result of the project,and potentially result in on-or off-site landslide,lateral spreading,subsidence,liquefaction or collapse? d) Be located on expansive soil,as defined in Table 18-1-B of the Uniform El El ElBuilding Code(1994),creating substantial risks to life or property? e) Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available ❑ ❑ ❑ for the disposal ofwaste water? VIL GREENHOUSE GAS EMISSIONS: Would the project? 6 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 a) Generate greenhouse gas emissions,either directly or indirectly,that may have a significant impact on the environment? El 11 Z El b) Conflict with an applicable plan,policy or regulation adopted for the purpose ofreducing the emissions ofgreenhouse gases? El 11 Z El VIII. HAZARDS AND HAZARDOUS MATERIALS: Would the project: a) Create a significant hazard to the public or the environment through the El ® El El routine transport,use,or disposal of hazardous materials? b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? c) Emit hazardous emissions or handle hazardous or acutely hazardous materials,substances,or waste within one-quarter mile of an existing or El z El El proposed school? d) Be located on a site which is included on a list ofhnordous materials sites compiled pursuant to Government Code Section 65962.5 and,as a result, ❑ ❑ ❑ would it create a significant hazard to the public or the environment? e) For a project located within an airport land use plan or,where such a plan has not been adopted,within two miles of a public airport or public use El El Elairport,would the project result in a safety hazard for people residing or working in the project area? f) For a project within the vicinity ofa private airstrip,would the project result in a safety hazard for people residing or working in the project area? g) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? El z El El h) Expose people or structures to a significant risk of loss,injury or death involving wildland fires,including where wildlands are adjacent to ❑ ❑ ❑ urbanized areas or where residences are intermixed with wildlands? VC HYDROLOGY AND WATER DUALITY: Would the project: a) Violate any water quality standards or waste discharge requirements? ❑ ❑ ❑ b) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level(e.g.,the El El Elproduction rate ofpre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? c) Substantially alter the existing drainage pattern offl a site or area, including through the alteration of the course of a stream or river,in a manner which would result in a substantial erosion or siltation on-or off El El El Z - site? d) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river,or substantially increase the rate or amount of surface runoff in a manner El El El Z which would result in flooding on-or off-site? e) Create or contribute mnoffwater which would exceed the capacity of existing or planned mormwater drainage systems or provide substantial ❑ ❑ ❑ additional sources ofpolluted mnoff? f) Otherwise substantially degrade water quality? ❑ ❑ ❑ g) Place housing within a 100-year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard ❑ ❑ ❑ delineation map? h) Place within a 100-year flood hazard area structures which would impede or redirect flood flows? El El El X i) Expose people or structures to a significant risk of loss,injury or death involving flooding,including flooding as a result of the failure of a levee or El El El Z 7 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 dam? j) Inundation by sciche,tsunami,or mudflow? ❑ ❑ ❑ X. LAND USE AND PLANNING: Would the project: a) Physically divide an established community? ❑ ❑ ❑ b) Conflict with any applicable land use plan,policy,or regulation of an agency with jurisdiction over the project(including,but not limited to the El ® 1-1general plan,specific plan,local coastal program,or inning ordinance) El adopted for the purpose ofavoiding or mitigating an environmental effect? c) Conflict with any applicable habitat conservation plan or natural ❑ ❑ ❑ community conservation plan? XI. MINERAL RESOURCES: Would the project: a) Result in the loss of availability of a known mineral resource that would be ❑ El Elofvalue to the region and the residents of the state? b) Result in the loss of availability of a locally-important mineral resource recovery site delineated on a local general plan,specific plan or other land ❑ ❑ ❑ ❑ use plan? NIL NOISE: Would the project result in: a) Exposure ofpersons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance,or applicable ® ❑ ❑ ❑ standards of other agencies? b) Exposure ofpcoams to or generation of excessive groundbome vibration or groundbome noise levels? c) A substantial permanent increase in ambient noise levels in the project El El ® El above levels existing without the project? d) A substantial temporary or periodic increase in ambient noise levels in the ® ❑ El El vicinity above levels existing without the project? e) For a project located within an airport land use plan or,where such a plan has not been adopted,within two miles of a public airport or public use El El Elairport,would the project expose people residing or working in the project area to excessive noise levels? f) For a project within the vicinity of a private airstrip,would the project expose people residing or working in the project area to excessive now ❑ ❑ ❑ levels? XIII. POPULATION AND HOUSING: Would the project: a) Induce substantial population growth in an area,either directly(for example,by proposing new homes and businesses)or indirectly(for ❑ ❑ ❑ example,through extension of roads or other infrastructure)? b) Displace substantial numbers of existing housing,necessitating the El El Elconstruction ofreplacement housing elsewhere? c) Displace substantial numbers of people,necessitating the construction of El El ❑ replacement housing elsewhere? XIV. PUBLIC SERVICES: Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities,need for new or physically altered governmental facilities,the construction of which could cause significant environmental impacts,in order to maintain acceptable service ratios,response times or other performance objectives for any ofthe public services: a) Fire Protection? ❑ ❑ ❑ ❑ b) Police Protection? ❑ ® ❑ ❑ c) Schools? ❑ ❑ ❑ ❑ 8 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 d) Parks? ❑ ❑ ❑ e) Other Public Facilities? ❑ ❑ ❑ XV. RECREATION: a) Would the project increase the use ofexisting neighborhood and regional parks or other recreational facilities such that substantial physical ❑ ❑ ❑ deterioration ofthe facility would occur or be accelerated? b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse ❑ ❑ ❑ physical effect on the environment? XVI. TRANSPORTATION/TRAFFIC: Would the project: a) Conflict with an applicable plan,ordinance or policy establishing measures of effectiveness for the performance ofthe circulation system, taking into account all modes oftmnsportation including mass transit and ® El El Elnon-motorized travel and relevant components ofthe circulation system, including by not limited to intersections,streets,highways and freeways, pedestrian and bicycle paths,and mass transit? b) Conflict with an applicable congestion management program,including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management E El El El agency for designated roads or highways? c) Result in a change in air traffic patterns,including either an increase in El El Eltraffic levels or a change in location that results in substantial safety risks? d) Substantially increase hazards due m a design feature(e.g.,sharp curves or dangerous intersections)or incompatible uses(e.g.fart:equipment)? El El El E e) Result in inadequate emergency access? ® ❑ ❑ ❑ f) Conflict with adopted policies,plans,or programs regarding public transit, bicycle,or pedestrian facilities,or otherwise decrease the performance or ❑ ❑ ❑ safety of such facilities? XVII. UTILITIES AND SERVICE SYSTEMS: Would the project: a) Exceed wastewater treatment requirements ofthe applicable Regional El El ElWater Quality Control Board? b) Require or result in the construction of new water or wastewater treatment facilities or expansion ofexisting facilities,the construction ofwhich could cause significant environmental effects? c) Require or result in the construction of new scoutmaster drainage facilities El El Elor expansion ofexisting facilities,the construction ofwhich could cause significant environmental effects? d) Have sufficient water supplies available to serve the project from existing El El Elentitlements and resources,or are new or expanded entitlements needed? e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the projeces projected demand in addition to the provider's existing El El El E commitments? f) Be served by a landfill with sufficient permitted capacity to accommodate El El Elthe project's solid waste disposal needs? g) Comply with federal,state,and local stabiles and regulations related to solid waste? El El El E XVIII. MANDATORY FINDINGS OF SIGNIFICANCE: a) Does the project have the potential to degrade the quality of the environment,substantially reduce the habitat of a fish or wildlife species, El El ® El a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the ran a of a rare or endangered plant or animal or eliminate 9 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 important examples of the major periods of California history or prehistory b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable"means that the El El ® El effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects,and the effects of probable future projects)? c) Does the project have environmental effects which will cause substantial adverse effects on human beings,either directly or indirectly? z El El El 10 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 Evaluation of Environmental Impacts AESTHETICS Would the project: a) Have a substantial adverse effect on a scenic vista? No Impact. There are no scenic vistas near the Project. Project construction would occur within developed areas and within the existing collection systems right-of-way (ROW) and would not adversely effect scenic vistas. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with scenic vistas would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Substantially damage scenic resources, including, but not limited to,trees, rock outcroppings, and historic buildings within a state scenic highway? No Impact. Project construction would occur within developed areas and within the existing collection systems ROW and would not affect a state scenic highway. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with scenic resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Substantially degrade the existing visual character or quality of the site and its surroundings? No Impact. The Project consists of the rehabilitation of underground sewer pipelines as well as the manhole covers. Due to the temporary nature of the Project, it will not substantially degrade the existing visual character or quality of the site and its surroundings. In addition, these collection system improvements would primarily be located below ground surface and their operation would not substantially degrade the existing visual character or quality of the site and its surroundings. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the degradation of the existing visual character would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Create a new source of substantial light or glare, which would adversely affect day or nighttime views in the area? No Impact. Construction activites would primarily occur during the day and would not create a new source of substantial light or glare that would adversely affect daytime views in the area. Construction would occasionally occur at nightime to minimize daytime traffic impacts. However nightime construction would be infrequent and night lighting would be focused to areas where activites are occurring and all the light sources would be shielded/directed away from any residential areas or open areas frequented by wildlife. Because night lighting would be infrequent and would occur within developed areas, within existing collection system rights-of-way, it would not create a new source of substantial light or glare that would adversely affect nighttime views in the area.In evaluating the 11 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project JUne 2013 activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with day or nighttime viewswould occur. Therefore, the impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. AGRICULTURE AND FORESTRY RESOURCES Would the project: a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency,to non-agricultural use? No Impact. The Project is not located in any areas of Prime Farmland, Unique Farmland, or Farmland of Statewide Importance. The Project is entirely within the ROW of Newport and Balboa Boulevards. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with lands designated as Prime Farmland, Unique Famrland, or Farmland of Statewide Importance would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Conflict with existing zoning for agricultural use, or a Williamson Act contract? No Impact. The Project is entirely within the ROW of Newport and Balboa Boulevards. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the conflict of existing agricultural zoning or a Williams Act Contract would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code section 12220(g)), timberland (as defined by Public Resources Code section 4526), or timberland zoned Timberland Production (as defined by Government Code section 51104(g))? No Impact. The Project is entirely within the ROW of Newport and Balboa Boulevards. There is no forest land (as defined by Public Resources Code Section 12220[g]) or timberland (as defined in Public Resources Code Section 4526), nor is the project site zoned as timberland (as defined by Government Code Section 51104[g]). The Project would not conflict with existing zoning for, or cause rezoning of, forest land or timberland zoned Timberland Production. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with forest land or timberland would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Result in the loss of forest land or conversion of forest land to non-forest use? No Impact. The Project is entirely within the ROW of Newport and Balboa Boulevards. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts resulting in the loss of forest land or conversion of forest land to non-forest use would occur. Therefore, the impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. 12 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 e) Involve other changes in the existing environment, which, due to their location or nature, could result in conversion of Farmland, to nonagricultural use or conversion of forest land to non-forest use? No Impact. The Project is entirely within the ROW of Newport and Balboa Boulevards. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with agricultural or Forestry services would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. AIR QUALITY Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project: a) Conflict with or obstruct implementation of the applicable air quality plan? Less than Significant Impacts. Project specific air quality analysis was not included as part of the certified PEIR. Therefore, the impact analysis and conclusions were evaluated in the addendum to the certified PEIR. b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? Less than Significant Impacts. Project specific air quality analysis was not included as part of the certified PEIR. Therefore, the impact analysis and conclusions were evaluated in the addendum to the certified PEIR. c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions,which exceed quantitative thresholds for ozone precursors)? Potentially Significant Impacts. In evaluating the activities described in the certified PEIR, OCSD had concluded that short-term cumulative impacts related to air quality would remain significant after mitigation. When combined with construction of the reasonably foreseeable future projects, construction emissions are anticipated to exceed significance thresholds for NO.. Because air emissions typically we considered on a regional basis, any project being constructed in the general vicinity of the proposed collection system improvement projects during the same construction timeframe likely would contribute to potentially significant cumulative air quality impacts. No new impacts associated with a cumulative net increase of criteria pollutants would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Expose sensitive receptors to substantial pollutant concentrations? 13 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 Less than Significant Impacts. Sensitive receptors in the Project area include City hall, a library, park, three places of worship, and a school. As stated in the PEIR, the temporary increase in emissions of criteria air pollutants during construction would not be expected to exceed SCAQMD-established air quality thresholds for the Project. Emissions associated with operational activities would be minimal and are not anticipated to result in long-term operational impacts that conflict with SCAQMD-established air quality standards. Therefore, the Project would not have a significant impact to sensitive receptors during construction or operation. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with sensitive receptors to pollutant concentrations would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. e) Create objectionable odors affecting a substantial number of people? Less than Significant Impacts. The Project would be expected to create some objectionable odors as a result of modification of the existing sewer lines. Currently, OCSD investigates and tracks all odor complaints, performing cleaning and/or repairs as appropriate, and would continue this practice. As part of its operational activity, OCSD injects sodium hydroxide, hydrogen peroxide, ferrous chloride, and magnesium hydroxide at various locations in the collection system to control odor. Construction contractors are required to follow a site-specific odor control plan to minimize odors during rehabilitation activities. Odor control could include monitoring, ventilating, chemical application, material containment limiting atmospheric exposure, and activity staging to minimize odor impacts. Therefore, impacts associated with the creation of objectionable odors affecting a substantial number of people would be considered less than significant In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with objectionable odors would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. BIOLOGICAL RESOURCES Would the project: a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations,or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? No Impact. The Project is entirely within the existing ROW of Newport and Balboa Boulevards. No candidate, sensitive or special-status species have been identified on the project site and no undisturbed habitat exists. Construction would occur within developed areas. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with biological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 14 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? No Impact. The Project is entirely within the existing ROW of Newport and Balboa Boulevards. No riparian habitat or sensitive natural communities exist on or new the project site. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with biological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling,hydrological interruption,or other means? No Impact. No federally protected wetlands exist on or new the project site as it is in an existing ROW of Newport and Balboa Boulevards. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associatedwith biological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? No Impact. The Project improvements would occur within developed areas and within existing collection system ROW, and would not interfere with native habitat or any migratory fish or wildlife species. No migratory wildlife corridors cross or exist on the project site. Additionally, no native wildlife nursery sites exist at the project site. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with biological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. e) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? No Impact. The Project improvements would occur within developed areas and within existing collection system ROW. The Project is not located in any biologically sensitive or protected areas, and would not conflict with any local policies or ordinances protecting biological resources. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with biological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. I) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan,or other approved local, regional,or state habitat conservation plan? No Impact. The Project is located outside of the Orange Coastal/Central Natural Community Conservation Plan (NCCP). In evaluating the activities described in the certified PEIR and the Project, 15 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 OCSD has concluded that no new impacts associated with biological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. CULTURAL RESOURCES Would the project: a) Cause a substantial adverse change in the significance of a historical resource as defined in §15064.5? No Impact - The Project improvements would occur within developed areas and within existing collection system ROW and would not cause a substantial adverse change in the significance of a historical resource as defined in Section 15064.5. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with historical resource would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Cause a substantial adverse change in the significance of an archaeological resource pursuant to §15064.5? Less than Significant with Mitigation Incorporated. While earthmoving construction activities (i.e., grading, excavation, trenching, and boring) in undisturbed soil have a greater potential for encountering unknown archaeological resources, ground-disturbing activities within urbanized areas potentially could encounter unknown archaeological resources if the existing uses were developed prior to federal, state, and local requirements to perform documentation of the cultural resources. Mitigation Measures 3.4-1, 3.4-2a and 3.4-2b were identified in the PEIR and are incorporated into the Project design to reduce potential impacts to archaeological resources to a level that is less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with archaeological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Directly or indirectly destroy a unique paleontological resource or site of unique geologic feature? Less than Significant with Mitigation Incorporated. Construction excavations and soil removal of any kind, regardless of depth, have the potential to affect paleontological resources. Mitigation Measure 3.4-1 was identified in the PEIR and is incorporated into the Project design to reduce potential impacts to paleontological resources to a level that is less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with paleontological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Disturb any human remains, including those interred outside of formal cemetries? Less than Significant with Mitigation Incorporated. Earthmoving construction activities potentially could uncover buried human remains. Mitigation Measure 3.4-2c was identified in the PEIR and is 16 93W74.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 incorporated into the Project design to reduce potential impacts to a level that is less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with human remains would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. GEOLOGY AND SOILS Would the project: a) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury,or death involving: i) Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. Less than Significant with Mitigation Incorporated. Although the Project is located in a region of seismic activity and would be subject to seismic hazards, the pipeline rehabilitation to be completed by the Project will improve the seismic reliability of the existing sewer line. The Project does not occur along any fault traces. Mitigation Measures 3.5-1, 3.5-2, and 3.5-3 were identified in the PEIR and are incorporated into the Project design to reduce potential impacts to a level that is less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with rupture of a known fault would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. it) Strong seismic ground shaking? Less than Significant with Mitigation Incorporated. Although the Project is located in a region of seismic activity and would be subject to seismic hazards, the pipeline rehabilitation to be completed by the Project will improve the seismic reliability of the existing sewer line. The Project does not occur along any fault traces. Mitigation Measures 3.5-1, 3.5-2, and 3.5-3 were identified in the PEIR and are incorporated into the Project design to reduce potential impacts related to the exposure of people or structures to a level that is less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with ground shaking would occur. Therefore,the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. tit) Seismic-related ground failure,including liquefaction? Less than Significant with Mitigation Incorporated. Although the Project is located in a region of seismic activity and would be subject to seismic hazards, the pipeline rehabilitation to be completed by the Project will improve the seismic reliability of the existing sewer line. The Project does not occur along any fault traces. Mitigation Measures 3.5-1, 3.5-2, and 3.5-3 were identified in the PEIR and are incorporated into the Project design to reduce potential impacts related to the exposure of people or structures to a level that is less than significant In evaluating the activities described in the certified 17 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 PEIR and the Project, OCSD has concluded that no new impacts associated with seismic-related ground failure, including liquefaction would occur. Therefore,the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. iv) Landslides? No Impact. The Project is entirely within the existing ROW of Newport and Balboa Boulevards, which is on flat land. The Project would not result in a new exposure of people or structures to adverse effects associated with landslides. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with landslides would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Result in substantial soil erosion or the loss of topsoil? No Impact. The Project would be in the existing ROW of Newport and Balboa Boulevards, which is a completely paved road. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the substantial loss of topsoil would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Be located on a geological unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? Less than Significant with Mitigation Incorporated. Refer to response a) iii and iv above. Although the Project is located in a region of seismic activity and would be subject to seismic hazards, the pipeline rehabilitation to be completed by the Project will improve the seismic reliability of the existing sewer line. The Project does not occur along any fault traces. Mitigation Measures 3.5-1, 3.5-2, and 3.5-3 were identified in the PEIR and are incorporated into the Project design to reduce potential impacts related to stable/unstable soils to a level that is less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with stable/unstable soils would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial risks to life or property? No Impact. Section 1803.2 of the Uniform Building Code pertains to foundations and requires special design considerations for structures resting on soils with an expansion index greater than 20, as defined by Table 18-1-B of the UBC. The proposed improvements would be to an existing system and would be designed in compliance with requirements of governing jurisdictions and applicable building codes. The Project site would not be located on expansive soils. The Project would not result in a new impact associated with expansive soils. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with expansive soils would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 18 93W74.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 e) Have soils incapable of adequately supporting the use of septic tanks or alternative wastewater disposal systems where sewers are not available for the disposal of wastewater? No Impact. No septic tanks or alternative wastewater disposal systems would be installed as part of the Project. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the geological resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. GREENHOUSE GAS EMISSIONS Would the project: a) Generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? Less than Significant Impacts. The evaluation of Project specific greenhouse gas emissions was not included as part of the certified PEIR. Therefore, the impact analysis and conclusions were evaluated in the addendum to the certified PEIR. b) Conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of greenhouse gases? Less than Significant Impacts. The evaluation of Project specific greenhouse gas emissions was not included as part of the certified PEIR. Therefore, the impact analysis and conclusions were evaluated in the addendum to the certified PEIR. HAZARDS AND HAZARDOUS MATERIALS Would the project: a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? Less than Significant with Mitigation Incorporated. Construction activities could encounter areas of contamination, including contamination associated with leaking underground storage tanks. Operation of the collection system improvements includes transportation and use of hazardous materials for odor and corrosion control. Specifically, these hazardous materials include hydrogen peroxide, magnesium hydroxide, ferrous chloride, and sodium hydroxide. Transportation of hazardous materials associated with Project activities could result in a hazard or hazardous materials-related impact. Mitigation Measures 3.6-1, 3.6-2, 3.6-3, 3.6-4, 3.6-5, and 3.6-6 were identified in the PEIR and are incorporated into the Project design to reduce potential impacts related to existing contamination, transportation, storage, accidental spill, and disposal of hazardous waste to a level that is less than significant. Implementation of the mitigation measures provided in the PEIR will assure that Project potential impacts associated with hazards and hazardous materials will be less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts 19 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project Jun¢ 2013 associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? Less than Significant with Mitigation Incorporated. Construction activities could encounter areas of contamination, including contamination associated with leaking underground storage tanks. Operation of the collection system improvements includes transportation and use of hazardous materials for odor and corrosion control. Specifically, these hazardous materials include hydrogen peroxide, magnesium hydroxide, ferrous chloride, and sodium hydroxide. Transportation of hazardous materials associated with Project activities could result in a hazard or hazardous materials-related impact. Mitigation Measures 3.6-1, 3.6-2, 3.6-3, 3.6-4, 3.6-5, and 3.6-6 were identified in the PEIR and are incorporated into the Project design to reduce potential impacts related to existing contamination, transportation, storage, accidental spill, and disposal of hazardous waste to a level that is less than significant. Implementation of the mitigation measures provided in the PEIR will assure that Project potential impacts associated with hazards and hazardous materials will be less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? Less than Significant with Mitigation Incorporated. Construction activities could encounter areas of contamination, including contamination associated with leaking underground storage tanks. Operation of the collection system improvements includes transportation and use of hazardous materials for odor and corrosion control. Specifically, these hazardous materials include hydrogen peroxide, magnesium hydroxide, ferrous chloride, and sodium hydroxide. Transportation of hazardous materials associated with Project activities could result in a hazard or hazardous materials-related impact. Mitigation Measures 3.6-1, 3.6-2, 3.6-3, 3.64, 3.6-5, and 3.6-6 have been identified to reduce potential impacts related to existing contamination, transportation, storage, accidental spill, and disposal of hazardous waste to a level that is less than significant. Implementation of the mitigation measures provided in the PEIR will assure that Project potential impacts associated with hazards and hazardous materials will be less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? No Impact. The Project would have no impacts associated with hazards to the public or environment that could result from being located on a site on the list of hazardous materials sites compiled pursuant to Government Code Section 65962.5. In evaluating the activities described in the certified PEIR and 20 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 the Project, OCSD has concluded that no new impacts associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? No Impact. The Project is not located in an airport land use planning area. The Project would have no safety hazard impacts on people associated with activities within an airport land use plan. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. f) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area? No Impact. The Project is not within the vicinity of a private airstrip and would have no safety hazard impacts. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. g) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? Less than Significant with Mitigation Incorporated. Mitigation Measure 3.6-2 was identified in the PEIR and is incorporated into the Project design to reduce potential impacts related to emergency plans to a level that is less than significant. Implementation of the mitigation measure provided in the PEIR will assure that potential impacts associated with emergency plans will be less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. h) Expose people or structures to a significant risk of loss, injury, or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? No Impact. The Project is completely within the existing ROW of Newport and Balboa Boulevards. There is no potential for wildland fires. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with hazardous materials would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 21 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 HYDROLOGY AND WATER QUALITY Would the project: a) Violate any water quality standards or waste discharge requirements? No Impact. The Project is located within developed areas and within the existing collection systems ROW. Construction activities would be limited to the installation of sewer improvements and would have no impact to the underlying groundwater quality. Additionally, operation of the proposed improvements would have no impact to the quality of surface water or groundwater. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with water quality or waste discharge would occur. Therefore, the impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. b) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of local groundwater table level (e.g., the production rate of pre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? No Impact. The Project improvements are located within developed areas and within the existing collection systems ROW. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. Construction of proposed collection system improvements would not result in a depletion of groundwater supplies and operation would not interfere with groundwater recharge. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with groundwater supplies would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on-or off-site? No Impact. The Project is located within developed areas and within the existing collection systems ROW and would not substantially alter the existing drainage pattern of the site or area. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. The Project would not affect the existing drainage pattern of the site or area, would not alter the course of a river or stream, and would not result in substantial erosion or siltation on- or offsite. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with existing drainage patterns would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on-or off-site? 22 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 No Impact. The Project is located within developed areas and within the existing collection systems ROW and would not substantially alter the existing drainage pattern of the site or area, would not alter the course of a river or stream, and would not substantially increase the rate of amount of surface runoff. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with existing drainage patterns would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. e) Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? No Impact. The Project is located within developed areas and within the existing collection systems ROW and would not create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. In evaluating the activities described in the certified PERT and the Project, OCSD has concluded that no new impacts associated with the creation of runoff would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. f) Otherwise substantially degrade water quality? No Impact. The Project is located within developed areas and within the existing collection systems ROW. Construction activities would be limited to the installation of sewer improvements and would have no impact to the underlying groundwater quality. Additionally, operation of the proposed improvements would have no impact to the quality of surface water or groundwater. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with water quality would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. g) Place housing within a 100-year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? No Impact. There is no housing proposed with the Project. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with flood hazard areas would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. h) Place within a 100-year flood hazard area structures,which would impede or redirect flood flows? No Impact. The Project improvements would primarily occur below ground surface and would not impede or redirect flood flows. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with flood flows would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 23 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project Jun¢ 2013 i) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the failure of a levee or dam? No Impact. There are no dams or levees near the Project site and therefore would not expose people or structures to a significant risk of loss, injury or death involving flooding. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with flooding would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. j) Inundation by seiche,tsunami, or mudflow? No Impact. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with inundation by seiche, tsunami, or mudflow would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. LAND USE AND PLANNING Would the project: a) Physically divide an established community? No Impact. The Project is located within developed mew and within the existing collection systems ROW. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements and would not physically divide an established community. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the division of an established community would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? Less than Significant with Mitigation Incorporated. The Project would occur within developed city streets. Therefore, the proposed project would be subject to the local plans and polices of the City of Newport Beach. Construction-related impacts would be mitigated (Mitigation Measures 3.8-1, 3.8-2, 3.8-3, and 3.8-4) to a level of less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with applicable land use plan, policy or regulations would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Conflict with any applicable habitat conservation plan or natural community conservation plan? No Impact. The Project is located within developed areas and within the existing collection systems ROW. There are no applicable habitat conservation plans or natural communities in the vicinity. In 24 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with habitat conservation plan or natural community conservation plan would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. MINERAL RESOURCES Would the project: a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? No Impact. The Project is located within developed areas and within the existing collection systems ROW and would not result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with mineral resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Result in the loss of availability of a locally important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? No Impact. The Project is located within developed areas and within the existing collection systems ROW and would not result in the loss of a locally important a locally important mineral resource recovery site. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with mineral resources would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. NOISE Would the project result in: a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance,or applicable standards of other agencies? Potentially Significant Impact. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. Noise from manhole construction activities would be lower and less frequent than those associated with activities needed for pipe replacement; nonetheless, construction noise would occasionally be loud and audible. It should be noted that as long as construction and any subsequent maintenance activities occur during time limits allowed by the Newport Beach Noise Ordinance (between 7:00 a.m. and 6:30 p.m. on weekdays and 7:00 a.m. and 6:00 p.m. on Saturday, and at no time on Sunday or a federal holiday), the Project would be in compliance with the local noise standards. Operation of the Project is not expected to generate any noise above ambient noise levels. It is possible that in some instances even with implementation of the mitigation measures provided, construction related noise impacts could be disruptive and could conflict with city noise ordinances 25 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 resulting in a significant unavoidable construction-related noise impact. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with noise would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Exposure of persons to or generation of excessive groundborne vibration or groundborne noise levels? Potentially Significant Impact. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. Areas along sewer improvement alignments could be susceptible to vibration effects. There would not be any steady vibrations caused by stationary sources associated with sewer improvement projects, but rather intermittent vibrations associated with construction activities. Perceptible vibrations would be typically felt within 10 or 15 feet of the construction activities. Structures located closer than 25 feet may experience greater vibration intensities. However, damage to offsite structures would not be anticipated, even for sheet driving. Perceptible vibration would be intermittent. As part of the Project implementation, Project level review will be completed and will identify specific areas of susceptible to groundbome vibration(Mitigation Measures 3.8-2). Noise from manhole construction activities would be lower and less frequent than those associated with activities needed for pipe replacement; nonetheless, construction noise would occasionally be loud and audible. It should be noted that as long as construction and any subsequent maintenance activities occur during time limits allowed by the Newport Beach Noise Ordinance (between 7:00 a.m. and 6:30 p.m. on weekdays and 7:00 a.m. and 6:00 p.m. on Saturday, and at no time on Sunday or a federal holiday), the Project would be in compliance with the local noise standards. Operation of the Project is not expected to generate any groundbome noise levels. It is possible that in some instances even with implementation of the mitigation measures provided, construction related groundborne noise impacts could be disruptive and could conflict with city noise ordinances resulting in a significant unavoidable construction-related noise impact. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with groundborne vibration or groundborne noise would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project? Less than Significant Impact. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements, which would only create a temporary increase in ambient noise. Operation of the Project is not expected to generate a permanent increase in ambient noise levels. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with noise would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 26 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? Potentially Significant Impact. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. Noise from manhole construction activities would be lower and less frequent than those associated with activities needed for pipe replacement; nonetheless, construction noise would occasionally be loud and audible. It should be noted that as long as construction and any subsequent maintenance activities occur during time limits allowed by the Newport Beach Noise Ordinance (between 7:00 a.m. and 6:30 p.m. on weekdays and 7:00 a.m. and 6:00 p.m. on Saturday, and at no time on Sunday or a federal holiday), the Project would be in compliance with the local noise standards. Operation of the Project is not expected to generate any noise above ambient noise levels. It is possible that in some instances even with implementation of the mitigation measures provided, construction related noise impacts could be disruptive and could conflict with city noise ordinances resulting in a significant unavoidable construction-related noise impact. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with noise would occur. Therefore, the impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport,would the project expose people residing or working in the project area to excessive noise levels? No Impact. The Project is not located within an airport land use plan, or within two miles of a public airport. In evaluating the activities described in the certified PEIR and the Balboa Trunk Sewer Rehabilitation Project, OCSD has concluded that no new impacts associated with noise would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. I) For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? No Impact. The Project is not within the vicinity of a private airstrip. In evaluating the activities described in the certified PEIR and the Balboa Trunk Sewer Rehabilitation Project, OCSD has concluded that no new impacts associated with noise would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 27 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 POPULATION AND HOUSING Would the project: a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? No Impact. Implementation of the Project provides for improvements to the regional collection system that would address existing and projected deficiencies in the collection system. The Project is intended to match and adequately serve the growth planned and approved through the land use jurisdictions in the service area, including Cities or the County that would occur with or without the Project. The Project would not induce growth. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with growth inducement would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? No Impact. The Project is located within developed areas and within the existing collection systems ROW and would not result in the displacement of existing housing or necessitating the construction of replacement housing. In evaluating the activities described in the certified PEER and the Project, OCSD has concluded that no new impacts associated with displacement of existing housing would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? No Impact. The Project is located within developed areas and within the existing collection systems ROW and would not result in the displacement of people, in tam needing the construction of replacement housing elsewhere. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the displacement of people would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 28 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 PUBLIC SERVICES Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: a) Fire protection? Less than Significant with Mitigation Incorporated. Implementation of the Project could temporarily increase response times due to restricted vehicular access on roadways during construction/rehabilitation activities. Because access to emergency facilities must be available 24 hours a day, coordination with fire stations and emergency medical facilities would occur to ensure emergency vehicle access is maintained. With implementation of Mitigation Measures 3.11-1, 3.11-2 and 3.11-3 any impacts associated with public services (vehicular access) during proposed construction/rehabilitation activities would be reduced to less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with fire protection would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Police protection? Less than Significant with Mitigation Incorporated. Implementation of the Project could temporarily increase response times due to restricted vehicular access on roadways during construction / rehabilitation activities. Because access to emergency facilities must be available 24 hours a day, coordination with police stations and emergency medical facilities would occur to ensure emergency vehicle access is maintained. With implementation of Mitigation Measures 3.11-1, 3.11-2 and 3.11-3 any impacts associated with public services (vehicular access) during proposed construction/rehabilitation activities would be reduced to less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with police protection would occur. Therefore, the impact analysis and conclusions discussed in the certified PER would not change and no additional analysis would be required. c) Schools? Less than Significant with Mitigation Incorporated. hnplementation of the Project could temporarily impact school access due to restricted vehicular access on roadways during construction/rehabilitation activities. With implementation of Mitigation Measures 3.11-1, any impacts associated with school access during proposed construction/rehabilitation activities would be reduced to less than significant. In evaluating the activities described in the certified PER and the Project, OCSD has concluded that no new impacts associated with schools would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Parks? No Impact. Due to the nature of the Project, no impacts associated with parks are anticipated. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no 29 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project JUne 2013 new impacts associated with parks would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. e) Other public facilities? No Impact. Due to the nature of the Project, no impacts associated with other public facilities are anticipated. In evaluating the activities described in the certified PEIR and the Balboa Trunk Sewer Rehabilitation Project, OCSD has concluded that no new impacts associated with other public facilities would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. RECREATION a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? No Impact - The Project is an infrastructure rehabilitation project and would not increase the use of existing neighborhood and regional parks or other recreational facilities. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with recreation would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Does the project include recreational facilities or require the construction or expansion of recreational facilities that might have an adverse physical effect on the environment? No Impact - The Project is an infrastructure rehabilitation project and does not include recreational facilities or require the construction or expansion of recreational facilities. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with recreation would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. TRANSPORTATION/TRAFFIC Would the project: a) Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non-motorized travel and relevant components of the circulation system, including by not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? Potentially Significant Impact. During sewer and manhole construction/rehabilitation activities, some lane closures and limited road closures are anticipated. Construction activities would follow standard operating procedures and Sanitation District construction specifications. Impacts to the circulation routes would be short-term, lasting from one week to approximately three weeks. (. Implementation of Mitigation Measures 3.12-1a through 3.12-2f have been identified to reduce potential impacts related to 30 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 transportation and traffic. Even with the implementation of the mitigation measures, construction related lane and road closures would result in significant unavoidable transportation and traffic impacts. Upon completion, the affected roadways would be restored to fully operable conditions and no long- term effects to these circulation routes would exist. Transportation and traffic impacts from operation of the Project would be less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with transportation and traffic would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Conflict with an applicable congestion management program, including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? Potentially Significant Impact. During sewer and manhole construction/rehabilitation activities, some lane closures and limited road closures are anticipated. Construction activities would follow standard operating procedures and Sanitation District construction specifications. Impacts to the circulation routes would be short-term, lasting from one week to approximately three weeks. Implementation of Mitigation Measures 3.12-la through 3.12-2f have been identified to reduce potential impacts related to transportation and traffic. Even with the implementation of the mitigation measures, construction related lane and road closures would result in significant unavoidable transportation and traffic impacts. Upon completion, the affected roadways would be restored to fully operable conditions and no long- term effects to these circulation routes would exist. Transportation and traffic impacts from operation of the Project would be less than significant In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with transportation and traffic would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Results in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? No Impact. The Project is a sewer rehabilitation project and would have no impact on air traffic patterns. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with air traffic patterns would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections)or incompatible uses (e.g.,farm equipment)? No Impact. The Project is a sewer rehabilitation project and would not increase hazards due to design features or incompatible uses. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with hazards due to a design feature transportation and traffic would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 31 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project June 2013 e) Result in inadequate emergency access? Potentially Significant Impact. During sewer and manhole construction/rehabilitation activities, some lane closures and limited road closures are anticipated. Construction activities would follow standard operating procedures and Sanitation District construction specifications. Impacts to the circulation routes would be short-term, lasting from one week to approximately three weeks. Implementation of Mitigation Measures 3.12-la through 3.12-2f have been identified to reduce potential impacts related to transportation and traffic. Even with the implementation of the mitigation measures, construction related lane and road closures would result in significant unavoidable transportation and traffic impacts. Upon completion, the affected roadways would be restored to fully operable conditions and no long- term effects to these circulation routes would exist. Transportation and traffic impacts from operation of the Project would be less than significant. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with transportation and traffic would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. t) Conflict with adopted policies, plans, or programs regarding public transit, bicycle, or pedestrian facilities, or otherwise decrease the performance or safety of such facilities? No Impact. The Project is a sewer rehabilitation project and would not impact adopted policies, plans, or programs supporting alternative transportation. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with transportation alternative transportation would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. UTILITIES AND SERVICE SYSTEMS Would the project: a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? No Impact. Implementation of the Project provides for improvements to the regional collection system that would address existing and projected deficiencies in the collection system. Because the collection system improvements are specific to existing and projected deficiencies in the regional trunk sewer system, the Project would not result in an unanticipated increase in the Sanitation District's treatment capacity. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the exceedance of wastewater treatment requirements would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? No Impact. Implementation of the Project provides for improvements to the regional collection system that would address existing and projected deficiencies in the collection system. Because the collection system improvements are specific to existing and projected deficiencies in the regional trunk sewer 32 930974.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 system, the Project would not result in the construction of new water or wastewater treatment facilities or expansion of existing facilities. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the construction or expansion of water or wastewater treatment facilities would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. c) Require or result in the construction of new stormwater drainage facilities or expansion of existing facilities,the construction of which could cause significant environmental effects? No Impact. No new or expansion of existing stormwater drainage facilities would result or be required as part of the Project. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with the construction of new stormwater drainage facilities or expansion of existing facilities would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? No Impact. The Project would not require the provision of new water supplies. Construction/rehabilitation activities would require minimal amounts of water, which would be accommodated from existing water supplies and entitlements. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with sufficient water supply would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. e) Result in a determination by the wastewater treatment provider that serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? No Impact. Implementation of the Project provides for improvements to the regional collection system that would address existing and projected deficiencies in the collection system. Because the collection system improvements are specific to existing and projected deficiencies in the regional trunk sewer system, the Project would not result in an impact associated with wastewater treatment capacity. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with wastewater treatment capacity would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. I) Be served by a landfill with insufficient permitted capacity to accommodate the project's solid waste disposal needs? No Impact. Construction debris from the Project would be recycled or transported to County landfills and disposed of in accordance with applicable County regulations. Based on the small quantity of construction debris/material,the Project improvements are not expected to affect the capacity of existing landfills. No long-term or ongoing generation of solid waste is not anticipated as part of the Project. hi evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no 33 930974.1 R rn A n R Balboa Trunk Sewer Rehabilitation Project Jun¢ 2013 new impacts associated with solid waste would occur. Therefore, the impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. g) Comply with federal, state,and local statutes and regulations related to solid wastes? No Impact. Due to the nature of the Project, the quantity of solid waste would be minimal and disposed of at a properly permitted facility in accordance with federal and state laws. In evaluating the activities described in the certified PEER and the Project, OCSD has concluded that no new impacts associated with utilities and service systems would occur. Therefore, the impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self- sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal, or eliminate important examples of the major periods of California history or prehistory? Less Than Significant Impact. The project site has been developed and disturbed by past activities. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new impacts associated with degradation of the quality of the environment; substantially reduce the habitat of fish or wildlife species; cause a fish or wildlife population to drop below self-sustaining levels; threaten to eliminate a plant or animal; or eliminate important examples of major periods of California history or prehistory would occur. Therefore, the impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? Less Than Significant Impact. The Project would not add to cumulatively considerable effects on the environment. Slight increases in greenhouse gas emissions would occur as a result of construction but these impacts are temporary and a negligible addition to the collection system improvement plan as a whole. The Project would not increase cumulatively considerable effects substantially beyond what was disclosed in the PEER. c) Does the project have environmental effects, which will cause substantial adverse effects on human beings,either directly or indirectly? Potentially Significant Impact. The Project would be limited to the rehabilitation of the existing sewer line and manhole improvements. Noise from manhole construction activities would be lower and less frequent than those associated with activities needed for pipe replacement; nonetheless, construction noise would occasionally be loud and audible. . It should be noted that as long as construction and any subsequent maintenance activities occur during time limits allowed by the Newport Beach Noise Ordinance (between 7:00 a.m. and 6:30 p.m. on weekdays and 7:00 a.m. and 6:00 p.m. on Saturday, and 34 93W74.1 Balboa Trunk Sewer Rehabilitation Project I June 2013 at no time on Sunday or a federal holiday), the Project would be in compliance with the local noise standards. Operation of the Project is not expected to generate any noise above ambient noise levels. It is possible that in some instances even with implementation of the mitigation measures provided, construction related noise impacts could be disruptive and could conflict with city noise ordinances resulting in a significant unavoidable construction-related noise impact. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new noise impacts will cause substantial adverse effects on human beings. Therefore, the noise impact analysis and conclusions discussed in the certified PEER would not change and no additional analysis would be required. During sewer and manhole construction/rehabilitation activities, some lane closures and limited road closures are anticipated. Construction activities would follow standard operating procedures and Sanitation District construction specifications. Impacts to the circulation routes would be short-term, lasting from one week to approximately three weeks. Implementation of Mitigation Measures 3.12-la through 3.12-2f have been identified to reduce potential impacts related to transportation and traffic. Even with the implementation of the mitigation measures, construction related lane and road closures would result in significant unavoidable transportation and traffic impacts. In evaluating the activities described in the certified PEIR and the Project, OCSD has concluded that no new traffic impacts will cause substantial adverse effects on human beings. Therefore, the traffic impact analysis and conclusions discussed in the certified PEIR would not change and no additional analysis would be required. 35 930974.1 Return to Mende Report APPENDIX B Air Quality and Climate Change Technical Memorandum Jmc 2013 93V16A Balboa Trunk Sewer Rehabilitation Project Air Quality and GHG Impact Summary April 14, 2013 Introduction The Balboa Trunk Sewer Rehabilitation Project would rehabilitate the existing Balboa Trunk sewer along Newport and Balboa Boulevards between the"A"Street Pump Station and the Lido Pump Station in the City of Newport Beach. Construction activities would include sewer lining and manhole repair. Sewer lining is a method of rehabilitation that uses the existing pipe as a host for a new liner and includes slip lining,cured-in-place pipe (CIPP), and modified cross-section liner. Lining materials include felt or fabric tubes with thermosetting resins, polyvinyl chloride(PVC), and high-density polyethylene (HDPE). Installing a lining requires less disturbance and restoration than replacing the pipe. In some instances, sewer lining can be installed through existing manholes, with no excavation. In some situations, insertion pits must be dug to install the lining. Manhole rehabilitation, typically included in collection system improvement projects, can involve replacement of the entire manhole, replacement of part of the manhole(e.g.,frame and cover), lining, and sealing. Manhole rehabilitation can be conducted in a construction area approximately 15 feet wide and 30 feet long that extends around the manhole and can accommodate two utility trucks. Air Quality Impact Summary Construction emissions from the operation of diesel-fueled off-road equipment were estimated by multiplying peak daily usage by equipment-specific emission factors. Horsepower-based composite factors, with built-in load factors,were utilized to estimate peak daily emissions. The emission factors were obtained from the SCAQMD's website(SCAQMD 2011)and represent the Fleet-wide average emission factors during 2013 within the South Coast Air Basin (SCAB). Criteria pollutant emissions from on-road motor vehicles were estimated using CARB's On-Road EMFAC2011 mobile source emission factors, obtained from the EMFAC2011 model output. Peak daily emissions include both onsite and offsite emissions; onsite emission are generated by sources within the footprint of the project area; offsite emission are generated by sources such as vendor haul trips due to import or export of construction materials. Air quality impacts during construction of the proposed project are presented in Table 1 below. Peak daily 1 Return to Aaenda Report construction emissions are summarized and are also compared to the established SCAQMD regional mass daily emission thresholds and localized significance thresholds (LSTs)for construction. DailyTable 1: Peak Criteria Pollutants, Iblday Equipment Type ROG CO NOX SOX PM70 PM2.5 Onsite Offroad Equipment 1.71 6.82 13.86 0.02 0.72 0.70 Onroad Equipment 0.03 0.21 0.16 0.00 0.01 0.01 Offsife Onroad Equipment 1.00 7.24 6.67 0.01 0.27 0.22 Regional Impact Evaluation IL Total Daily Emissions 2.74 14.27 20.69 0.03 0.99 0.93 Regional Thresholds 75 550 100 150 150 55 Exceed Regional Thresholds(Y/N)? No No No No No No Localized Impact Evaluation Total Daily Offsite Emission 1.00 7.24 6.67 0.01 0.27 0.22 Localized Significance Thresholds - 647 92 - 4 3 Exceed LST(Y/N)? No No No No No No Notes: 1. Detailed emission calculations are presented in Attachment 1. Source: Modeled by AECOM 2013 As presented in Table 1, regional and localized air quality impacts would not exceed the SCAQMD's thresholds of significance. Therefore, impacts would be less than significant. 2 Greenhouse Gas Impact Summary GHG emissions generated by the proposed project would predominantly be in the form of carbon dioxide (CO2)and would occur primarily due to combustion sources including construction equipment and on- and off-road vehicle trips. GHG emissions from construction equipment were quantified using spreadsheets populated with horsepower-based composite emission factors, with built-in load factors. The emission factors were obtained from the SCAQMD's website (SCAQMD 2011)and represent the fleet-wide average emission factors during 2013 within the SCAB. GHG emissions from on-road motor vehicles were estimated using CARB's On-Road EMFAC2011 mobile source emission factors, obtained from the EMFAC2011 model output. As presented in Table 2, greenhouse gas(GHG)emissions generated during construction would increase as a result of the proposed activities described above. However, the incremental increase would be less than 11 metric tons of carbon dioxide equivalent per year(MTCO2e/yr)and therefore would be less than significant. Table 2: GHG Emissions Impact Analysis' Source COze Emissions Total Project CO,Emissions During Construction, 324 MTCOze/Project Amortized Construction GHG (over a 30-year period), 11 MTCO2e/30-yr SCAQMD Interim GHG Threshold for Industrial Projects 10,000 Would the project exceed the SCAQMD interim threshold? No Notes: 1. Detailed emission calculations are presented in Attachment 1. Source: Modeled by AECOM, 2013 3 BOARD OF DIRECTORS Meeting Dale I To 3d,of Dir. 071 /13 AGENDA REPORT ItemNumber IlemNumber q Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering SUBJECT: BIOSOLIDS HAULING SERVICE CONTRACT AWARD RECOMMENDATION — SPECIALIZED REUSE AND RECYCLING GENERAL MANAGER'S RECOMMENDATION A. Approve a contract with Specialized Reuse and Recycling to haul Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and/or Treatment Plant No. 2 to Orange County Waste and Recycling's Prima Deshecha landfill (Specification No. S-2013-579131)), for the period July 29, 2013 through July 28, 2014, at the unit price of $7.49 per ton, coupled with a fuel surcharge for an estimated annual contract amount not to exceed $290,000 per year, with four one-year renewal options; and B. Approve hauling to alternative sites at unit prices of $0.195/ton/mile within 50-100 miles and $0.185/ton/mile within 101-200 miles; and C. Approve a (10%) unit price contingency. SUMMARY The Orange County Sanitation District (OCSD) released a Notice Inviting Bid on May 29, 2013, seeking bids from qualified contractors to accept delivery and haul of up to 100 wet tons per day of biosolids from OCSD to Orange County Waste and Recycling's (OCWR) Prima Deshecha landfill located at 32250 La Pata Avenue in the City of San Juan Capistrano and to other alternative sites within 200 miles. Out of 74 prospective vendors that were notified of the bid by OCSD, a total of four bids were received on the closing submittal date on June 19, 2013. The bids were evaluated based on pre-defined minimum qualifications and cost in accordance with OCSD's Resolution No. 07-04. Following the evaluation, Specialize Reuse and Recycling met the minimum qualifications and offered the most competitive bid. An official notice of intent to award was sent to all bidders on June 21, 2013, which followed a standard seven-day protest period. No protests or challenges were received. Specialized Reuse Sierra Transportation GIC Corporation Shaen Megan and Recycling Unit Price Unit Price Unit Price Unit Price $7.49 $12.80 $12.95 $13.00 Page 1 of 3 On June 21, 2013, OCSD staff confirmed with Specialized Reuse and Recycling that the unit price of$7.49 per ton includes all materials not limited to, plastic liners, personal protective equipment, and other materials needed to haul and dispose of OCSD's biosolids to Prima Deshecha landfill. A fuel surcharge will be added to the unit price. The proposed contract term is for a period of one-year with an option to renew the contract up to four additional one-year periods. PRIOR COMMITTEE/BOARD ACTIONS August 2012 - Approved a contract with Tule Ranch to manage OCSD's biosolids for land application and/or landfill disposal November 2012 - Approved a Waste Disposal Agreement with OCWR to receive and dispose of OCSD's biosolids at the Prima Deshecha landfill November 2011 —Approved 2011 Strategic Plan ADDITIONAL INFORMATION OCSD began hauling biosolids to the OCWR's Prima Deshecha landfill in late January 2013. Under a contract with OCSD, Tule Ranch agreed, among other biosolids management responsibilities, to transport and haul approximately 100 wet tons of biosolids per day from OCSD to the Prima Deshecha landfill for a cost of $6.00 per ton. During the initial week of hauling operations to the landfill, Tule Ranch experienced unanticipated operational issues when disposing of the biosolids at the landfill. Because of the high water content of OCSD's biosolids coupled with the prohibited use of water to washout the trailers at the landfill, approximately five tons (20%) of residual biosolids consistently remained fixed on the trailer-bed after each disposal trip to the landfill. Consequently, the hauler had to wash out the truck trailer upon returning to OCSD after each trip to the landfill. The residual biosolids were commingled with OCSD's grit and screenings material at Plant No. 1. To resolve this issue, it was determined that the use of a plastic liner was the best method to ensure maximum removal of the residuals. However, this change in operation resulted in Tule Ranch accruing unanticipated expenses including additional time, labor, and materials. On February 12, 2013, Tule Ranch informed OCSD of their additional expenses and proposed a new hauling price of $13.00 per wet ton of biosolids. Upon notice, OCSD diverted loads from the landfill to Arizona for land application and compost until a resolution could be reached. At the request of OCSD, Tule Ranch submitted a cost breakdown of their proposed price increase on February 26, 2013. Page 2 of 3 On February 28, 2013, OCSD initiated negotiations with Tule Ranch to reduce their proposed price increase, but without success. Tule Ranch remained committed to their proposed price increase and further offered to prove that their price is justified, fair, and reasonable by seeking permission to continue the hauling operation at $13.00 per ton for a period of several months and to submit to OCSD their financial records for validation. OCSD refused Tule Ranch's offer of $13.00 per ton and ceased only the hauling operations to the Prima Deshecha landfill and not their ongoing land application management operations in Arizona. Thereafter, OCSD elected to open the Prima Deshecha landfill hauling service for a competitive bid. OCSD staff informed the Board of Directors through a series of the Engineering Director's reports. CEQA CEQA Analysis: Reference November 7, 2012 Agenda Report - Waste Disposal Agreement with Orange County Waste and Recycling. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted. (Line item: Section 5, Page 11). Project contingency funds (will or will not) be used for this (type of document, i.e. amendment). Date of Approval Contract Amount Contingency 07/24/13 $290,000 10% unit price ATTACHMENT The following attachments) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Service Contract Page 3 of 3 Return to Aaenda Report SERVICE CONTRACT Biosolids Hauling Specification No. 5-2013-579BD THIS AGREEMENT is made and entered into as of the date fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Specialized Reuse and Recycling with a principal business at 12222 Woodside Ave. #159, Lakeside, California 92040 (hereinafter referred to as "Service Provider") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Service Provider for biosolids hauling "Services" to Orange County Waste and Recycling's Prima Deshecha Landfill located in the City of San Juan Capistrano, California and to alternative sites; and WHEREAS, OCSD has chosen Service Provider to conduct Services in accordance with Purchasing Resolution No. OCSD07-04; and WHEREAS, on July 24, 2013, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Service Provider; and WHEREAS, Service Provider is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work (Including all Appendices) Exhibit"B" Safety and Human Resources Policies Exhibit"C" Acknowledgement of Insurance Requirements 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. Orange County Sanitation District 1 of 7 Specification No. 5-2013-579BD 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "hours", when used in this Contract, shall be as defined in Exhibit"A". 1.8 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.9 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Service Provider as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation for this project shall not exceed the total amount of $290,OOOand 00/00 Dollars ($ 7.49 per ton of biosolids). Parties have agreed to a fuel surcharge rate calculation and agreed that no Consumer Price Index(CPI) adjustment is applicable to this Contract. Fuel Surcharge Calculation =A(X-Y). See Exhibit"B"for example. A is 0.44 the Service Provider's designated Multiplier. X is the average monthly diesel fuel price per gallon for California used for the specific month for billing. Average diesel fuel price for California is based on U.S. Energy Information Administration (EIA) (www.eia.gov/petroleum/gasdiesel). The addition of a fuel surcharge will only apply if the average monthly diesel fuel price (X) is greater than $0.25 above the base price for diesel fuel (CA)for June 2013 which is $XXX. Y is the base price for diesel fuel (CA)for June 2013 (XXX) (www.eia.gov/petroleum/gasdiesel). The base price is used to calculate the difference of the cost of diesel fuel with current value. The difference is multiplied by Service Provider's Multiplier. For hauling to alternative sites other than Prima Deshecha landfill, unit prices are $0.195/ton/mile within 50-100 miles and $0.185tton/mile within 101-200 miles. 3. Payments Payments shall be made monthly upon approval by OCSD Operatons and Environmental Compliance Managers or their designees, of invoices submitted for Services performed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether Services have been satisfactorily performed. 4. Audit Rights Contractor agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Agreement. 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Operations and Environmental Compliance Managers of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Service Provider shall not pay less than the prevailing wage, if applicable. Invoices shall include the Purchase Order Number. Orange County Sanitation District 2 of 7 Specification No. 5-2013-579BD Return to Mende Rom 5.2 Invoices shall be emailed by Service Provider to OCSD at the following email address and the Purchase Order number shall be referenced in the subject line: APStaffa.00SD.com. 6. Scope of Work Subject to the terms of this Contract, Service Provider shall perform the Services identified in Exhibit "A" . Service Provider shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The Services provided under this Contract shall commence on August 1, 2013 and continue through July 31, 2014. 9. Renewals 9.1 OCSD may exercise the option to renew the Agreement for up to four (4) one-year periods based upon the criteria set forth in the specifications, Exhibit "A", if mutually acceptable contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason ff it elects not to renew. 9.2 Renewals may be made through the OCSD Purchase Order Process. 10. Termination 10.1 OCSO reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Service Provider shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Service Provider for work performed (cost and fee)to the date of termination. Service Provider expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Service Provider other than for work performed to the date of termination. 10.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Service Provider is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 10.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Service Provider: • if Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or • if Service Provider sells its business; or • if Service Provider breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 10.4 All OCSD property in the possession or control of Service Provider shall be returned by Service Provider to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 11. Insurance Service Provider and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Service Provider shall Orange County Sanitation District 3 of 7 Specification No. S-2013-579BD not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 12. Indemnification and Hold Hannless Provision Service Provider agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims,judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Service Provider, its employees or agents, in relation to the rendition of services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Service Provider agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Service Provider. 13. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 14. Freight (F.O.B. Destination) Service Provider assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 15. Independent Contractor It is agreed that Service Provider shall act and be an independent contractor and not an agent or employee of OCSD, and shall obtain no rights to any benefits which accrue to OCSD's employees. 16. Limitations upon Subcontracting and Assignment Service Provider shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 17. Licenses, Permits. Ordinances and Regulations Service Provider represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Service Provider. 16. Applicable Laws and Regulations Service Provider shall comply with all applicable federal, state, and local laws, rules, and regulations. Service Provider also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Service Provider's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 19. Familiarity with Work By executing this Contract, Service Provider warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Service Provider's risk, until written instructions are received from OCSD. Orange County Sanitation District 4 of 7 Specification No. 5-2013-579BD Return to Mende Report 20. Public Contracts Law OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract. Service Provider agrees that not less than said prevailing rates shall be paid to workers employed on this project as required by Labor Code Section 1774 of the State of California. 21. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 22. Dispute Reso/ucon 22.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 22.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 23. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 24. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Service Provider to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 25. Remedies In addition to other remedies available in law or equity, if the Service Provider fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Service Provider. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Service Provider as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. Orange County Sanitation District 5 of 7 Specification No. S-2013-579BD 26. Survival The provisions of this Contract dealing with Payment, Warranty, and Forum for Enforcement, shall survive termination or expiration of this Contract. 27. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 28. Disclosure Service Provider agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 29. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. 30. Damage to OCSD's Property Any of OCSD's property damaged by Service Provider, any subcontractors or by the personnel of either will be subject to repair or replacement by Service Provider at no cost to OCSD. 31. Safety and Human Resources (HR) Policies Service Provider shall adhere to the Safety and Human Resources Policies in [Exhibit "-C" hereto orhttl)7//www.ocsewers.com/index.aspx?paqe=38&parent=1395 . 32. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 33. South Coast Air Quality Management District's (SCAQMD) Reguirements It is Service Provider's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 34. Regulatory Requirements Service Provider shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, and 261, Title 22, 23, and California Water Codes Division 2. 35. Read and Understood By signing this Contract, Service Provider represents that he has read and understood the terms and conditions of the Contract. 36. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 37. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 6 of 7 Specification No. S-2013-579BD Return to Mende Rom 38. Notices All notices under this Contract must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Service Provider: Specialized Reuse and Recycling Robert F. Stevens 12222 Woodside Ave, #159 Lakeside, CA 92040 IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager SPECIALIZED REUSE AND RECYCLING Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 7 of 7 Specification No. S-2013-5798D BOARD OF DIRECTORS Neebng Dare I TOBA.Of Dir. — 07/24/13 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: CAPITAL FACILITY CAPACITY CHARGES FOR 12316 CIRCULA PANORAMA, SANTA ANA GENERAL MANAGER'S RECOMMENDATION Consider and approve one of the following two options with respect to the unpaid Capital Facility Capacity Charges for 12316 Circula Panorama, Santa Ana in the amount of$2,165: A. Seek payment of the charges pursuant to Ordinance No. OCSD-40; or B. Make a one-time exception in this case and waive the fee in the amount of $2,165. SUMMARY Currently, there is an unpaid Capital Facilities Connection Charge (CFCC) due for the property at 12316 Circula Panorama. A CFCC is a one-time charge imposed at the time a building or structure is newly connected to the Orange County Sanitation District's (OCSD) system. 12316 Circula Panorama is a four bedroom single family residence (SFR) located in the unincorporated area of Orange County. The homeowner requested to add a fifth bedroom and while researching the property to record the bedroom addition, staff determined that the CFCC for the original four bedroom SFR built in 2002 had not been paid. Although the current 2012-13 CFCC is $4,682, staff requested payment for only the original CFCC that was in place when the home was built in 2002 in the amount of $2,165 as well as the 2012-13 CFCC of$673 for a fifth bedroom addition. The CFCC for the fifth bedroom was paid in full and the owner of the property agreed to pay the original CFCC of $2,165 in five monthly installments. The homeowner addressed the Board at its regular meeting on May 22n' asking the Board to waive the charges. Page 1 of 2 Engineering staff presented the details involving this unpaid charge as an informational item to the Operations Committee on June 5t" and to the Administration Committee on June 12th. The Administration Committee directed staff to bring the item forward for Board consideration. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION "Capital Facilities Capacity Charge" means a one-time, non-discriminatory charge imposed at the time a building or structure is newly connected to the Orange County Sanitation District's (OCSD) system, directly or indirectly, or an existing structure or category of use is expanded or increased. Said charge is to pay for OCSD facilities in existence at the time the charge is imposed, or to pay for new facilities to be constructed in the future, that are of benefit to the property being charged. This charge does not apply to temporary facilities or operations that are regulated under the provisions of a Special Purpose Discharge Permit. OCSD works closely with individual city building departments, local sewering agencies, and the County building department to identify, permit, and collect capital facility capacity charges. OCSD, as are other agencies and special districts, are reliant on these other departments to enforce our fee collections. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A JDH:LT/jmf Page 2 of 2 BOARD OF DIRECTORS Meeting Date TOBti.of D1r. -- 07/24/13 AGENDA REPORT ern Number Item Numbe 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Jennifer Cabral, Principal Staff Analyst SUBJECT: CONSTRUCTION OUTREACH FOR NEWPORT BEACH PROGRAM GENERAL MANAGER'S RECOMMENDATION A. Receive and file Award Protest issued via email on June 18, 2013 from Katz & Associates concerning the award to Construction Community Relations; and, B. Receive and file letter issued via email on June 21, 2013 from Constructive Community Relations in opposition to the Award Protest from Katz & Associates; and, C. Receive and file Orange County Sanitation District's Determination of Award Protest letter dated June 27, 2013 to Katz & Associates responding to the protest of award; and, D. Deny award protest filed by Katz&Associates; and, E. Approve a Professional Services Agreement with Constructive Community Relations providing construction outreach services for the Newport Beach Construction Program, Specification No. PSA-2013-568, for a two-year period effective August 1, 2013 through July 31, 2015, for an amount not to exceed $300,000, with three one-year renewal options, not to exceed $150,000 per renewal year. SUMMARY Beginning in July 2013, through May 2018, construction to rehabilitate the Orange County Sanitation District (Sanitation District) regional sewers will take place in the City of Newport Beach (City) with some construction overlapping in the neighboring City of Costa Mesa. The Newport Beach Construction Program (Program) consists of five projects with a total construction cost of over $55 million as described below. It is imperative that the Program be coordinated and an effective community outreach take place on all five projects in order to minimize the impacts on the businesses, residents, and commuters within the affected Cities during this time. A project delay in one project could result in several other delays impacting the Program as well as the community. Historically, the Sanitation District has provided construction outreach on a project by project basis. Construction outreach would be handled with internal staff and/or supplemented with an outside Subconsultant as part of the construction contract. As a result of the number of projects occurring concurrently and/or consecutively within one city, the Sanitation District has categorized these five projects as a Program. In order to Page 1 of 4 941169.1 effectively maintain a smooth Program, project start-up and completion, and necessary relationships, staff is recommending the use of an outside Consultant to supplement the Sanitation District's internal outreach support. Newport Beach Construction Program Consists of the Following Proiects: • Dover Drive Trunk, Project No. 5-63 Estimated Construction: June 2013 — July 2014 Construction Contract Amount: $6,189,000 • Balboa Trunk, Project No. 5-47 Estimated Construction: September 2013— May 2014 Engineer's Estimate: $5,017,079 • Newport Force Main, Project No. 5-60 Estimated Construction 2 phases: September 2014 — May 2015 and September 2015— May 2016 Engineer's Estimate: $32,105,432 • District 6 Trunk Sewer Relief, Project No. 6-17 Estimated (Tentative) Construction: April 2015— May 2016 Engineer's Estimate: $3,033,000 • Southwest Costa Mesa Trunk, Project No. 6-19 Estimated (Tentative) Construction: June 2016— May 2018 Engineer's Estimate: $8,913,000 PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION Project Scope of Work: The Scope of Work for the Construction Outreach Program includes time and materials services for the construction outreach for the Program. The proposed contract for the Construction Outreach Program includes: a community liaison available 24/7 for inquiries and complaints, development and distribution of collateral material, and neighborhood meetings, in addition to strategic, crisis, and media consultation. This contract will focus on the projects occurring during the contract time. Request for Proposals: A Request for Proposals (RFP) which outlined the Consultant's Scope of Work and criteria required for this project was advertised on April 10 and 16, 2013, in the Orange Page 2 of 4 941169.1 County Register. Furthermore, an email notification was sent to 422 firms registered on the Sanitation District's vendor database. In response to the RFP, the Sanitation District received five proposals on May 16, 2013, the date specified for receipt of proposals, from the following firms. • CalTrop Communications • Constructive Community Relations • Katz&Associates • MBI • Simon Wong Engineering A Staff Evaluation Committee, consisting of a Project Manager, Sanitation District Engineering Manager, Supervisor, and two staff members that support construction outreach, and a member from the Public Information Office from the City of Newport Beach, reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Resolution No. OCSD 07-04, Section 5.07 and the evaluation criteria stated in the Request for Proposals. A representative from the Contracts Administration Division participated in the evaluation process as a non- voting member. The proposals were evaluated according to the following criteria (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. Following a review and scoring of the proposals received, the top four firms were further evaluated with interviews by the Evaluation Committee. Based on the interviews, the firms were ranked as follows: 1 Constructionmunity Relations 2 Simon Won En ineerin 3 Katz & Associates 4 CalTrop Communications Pursuant to the results of the interviews, the Evaluation Committee selected Constructive Community Relations as the top-ranked firm. All proposals were accompanied by a sealed fee estimate. The fee estimates were not opened until after evaluation, interviews, and the recommended firm was established. Staff reviewed the fee estimates and held discussions with the top-ranked firm to clarify their estimated level-of-effort, labor resources, and unit rates. Because this contract is based upon an as-needed basis, the Sanitation District has established a not-to-exceed amount of $300,000 for the term of this Agreement. Staff determined the final fee estimate and rates to be fair and reasonable and recommends awarding a Professional Services Agreement to Constructive Community Relations. The proposed Professional Services Agreement is for a two-year period effective August 1, 2013, for an amount not to exceed $300,000 with three one-year renewal options. The estimated contract amount for this period was determined by staff based on industry experience and research. Page 3 of 4 941169.1 Sanitation District staff will use the Consultant on an as-needed basis only. The total agreement cost is not guaranteed nor is it paid to the Consultant if their services are not used. On June 18, 2013, Katz & Associates sent a formal protest of the award. The protest was based on two grounds: (1) Incumbent advantage, (2) The award recommendation belies OCSD's claims of impartiality. On June 21, 2013, Constructive Community Relations submitted a protest opposition letter. Staff reviewed and considered the matters raised in these letters and evaluated the concerns in detail. Staff determined that there was no merit to the arguments raised in the protest, and issued a formal determination to Katz & Associates. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This Professional Services Agreement complies with authority levels of the Sanitation District's Delegation of Authority and the budget is sufficient for the recommended action. These funds are included in the individual project budgets that require these services. Date of Approval Contract Amount Contingency 07/24/13 $300,000 N/A ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Services Agreement • Award Protest Statement filed by Katz&Associates • Letter of Opposition from Constructive Community Relations regarding Statement of Award Protest filed by Katz &Associates, • Sanitation District Determination regarding Award Protest Statement NK:JC:dm:gc Page 4 of 4 941169.1 Return to Mende Report PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 24th day of July, 2013, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and Constructive Community Relations, 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 the CONSTRUCTION OUTREACH FOR THE NEWPORT BEACH PROGRAM, to provide outreach services to develop and implement a comprehensive outreach program in coordination with the SANITATION DISTRICT's outreach project manager; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide outreach 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 July 24, 2013, 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 outreach 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. In the event of a conflict between the Scope of Work and this AGREEMENT, the terms of this AGREEMENT shall prevail. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness 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 and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA -1- 05/20/12 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 professional practice for 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 whatever medium is being reviewed prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate (i.e. correct references, terms, 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. Electronic files shall conform to the Format for Deliverables listed in "Attachment A", Scope of Work. Any changes to these specifications by the CONSULTANT require advance written approval of the SANITATION DISTRICT. E. All services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, logs, electronic medium compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. TERM. This Agreement shall commence upon the effective date first written above and shall continue in full force and effect through July 31, 2015, ("Initial Term") unless earlier terminated or extended as provided in the Agreement. The SANITATION DISTRICT, at its sole discretion, may elect to extend the term of this Agreement up to twelve (12) months, commencing on August 1, 2015, and continuing through July 31, 2016, ("Option Term 1"), and thereupon require CONSULTANT to continue to provide services, and otherwise perform, in accordance with Attachment "A", entitled "Scope of Work", and Attachment "B", entitled "Hourly Rate Schedule". PSA -2- Oe W12 SANITATION DISTRICT, at its sole discretion, may elect to extend the term of this Agreement up to an additional twelve (12) months, commencing on August 1, 2016, and continuing through July 31, 2017, ("Option Term 2"), and thereupon require CONSULTANT to provide services, and otherwise perform, in accordance with Attachment "A", entitled "Scope of Work", and Attachment "B", entitled "Hourly Rate Schedule". SANITATION DISTRICT, at its sole discretion, may elect to extend the term of this Agreement up to an additional twelve (12) months, commencing on August 1, 2017, and continuing through July 31, 2018, ("Option Term 3"), and thereupon require CONSULTANT to provide services, and otherwise perform, in accordance with Attachment "A", entitled "Scope of Work", and Attachment "B", entitled "Hourly Rate Schedule". 3. COMPENSATION. Total compensation shall be paid to CONSULTANT for services performed in accordance with the following provisions: A. Total Compensation. Total compensation for the services provided under this AGREEMENT shall be in an amount not to exceed $300,000 ('Total Compensation"). Total Compensation to CONSULTANT, which includes burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs As a portion of the Total Compensation, CONSULTANT shall pay to all Subconsultants, excluding out-of-pocket costs, on an hourly-rate basis per Attachment 'B." The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges subject to the limitations set forth herein. Profit for CONSULTANT and Subconsultants shall be 8%. Amendments shall be governed by the established profit percentage stated in this Agreement. The profit percentage shall apply to the Prime CONSULTANT and all Subconsultants. 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 fully burdened salaries (salaries plus benefits and overhead and profit) charged on an hourly-rate basis to this Program. CONSULTANT and all Subconsultants will provide the SANITATION DISTRICT with certified payroll records of all employees where time is charged to this Program. C. Overhead. As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT for overhead at a rate equal to 33% of burdened labor paid by CONSULTANT pursuant to this Compensation Section hereof. PSA -3- Oe W12 D. Subconsultants. CONSULTANT shall pay any Subconsultants in accordance with Section 2.A, Total Compensation. Payments shall be based on the hourly-rates per the schedule attached hereto as Attachment 'B". E. Direct Costs. As a portion of the Total Compensation, the SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants for the expenses described as Other Direct Costs, and identified as allowable on Attachment "C" hereto that CONSULTANT and Subconsultants actually incur in performance of this AGREEMENT. Attachment "C' is hereby incorporated by reference. Reimbursement for Other Direct Costs for CONSULTANT and all Subconsultants shall not include markup of any kind. CONSULTANT shall provide to the SANITATION DISTRICT itemized receipts, regardless of amount, and other documentary records to support each request for reimbursement. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written approval of the SANITATION DISTRICT. All incidental expenses shall be included in overhead pursuant to Compensation Section above. (See Attachment "B"). F. Escalation. Compensation may be adjusted annually on August 1, by mutual agreement of the Parties, at current CPI. No employee rate may increase at a rate greater than the allowable escalation. Employees categorized in ranges will not be allowed to be billed more than the allowable escalation. 4. 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. 5. PAYMENT. A. 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, 8) hours and other direct costs are to be applied to the appropriate project, and 9) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. 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 warrant and certify the accuracy of these costs and PSA -4- 05M/12 Return to Mende Rom provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. 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, 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 Program in its entirety. B. 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. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims 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; PSA -5- oenWt2 (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. DOCUMENT OWNERSHIP — SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS — CONSULTANT PERFORMANCE. A. Ownership of Documents for the outreach 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 Outreach 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 Outreach 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 sketches, drawings, computer printouts and disk files, outreach material and meeting information. 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. C. 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. 6. INSURANCE. A. General. i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. PSA -6- Oe W1z 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 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: $1,000,000 per occurrence with $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) 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. Automotive/Vehicle 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 PSA -7- Oe W12 minimum limits of liability coverage: Combined single limit of$1,000,000 or alternatively, $1,000,000 per person for bodily injury and $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$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. 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 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 "per claim" 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 -8- Oe W12 Return to Mende Report 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 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 (Auto Liability) the 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 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 Contracts PSA g- 05/20/12 Administration, Div. 230, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured: All liability policies shall contain a "Separation of Insureds' clause. K. Non-Limiting (if aoolicable): 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. PSA -10- 05M112 Return to Mende Report 7. SCOPE CHANGES. In the event of a change in the Scope of Work or a change in the proposed Program, 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, changes in the period of performance, or modifications to the Scope of Work. CONSULTANT must obtain written approval from the SANITATION DISTRICT Project Manager prior to performing any work outside the approved Scope of Work. When CONSUTLANT foresees the possibility that any of the Program goals will not be met, CONSULTANT shall immediately notify the SANITATION DISTRICT Project Manager to discuss a corrective plan. A corrective plan will be required for any changes to Attachment 'W', Scope of Work, schedule, budget, or level of quality. 8. 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 Program 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 Program team members. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-program-element basis, broken down as indicated in Section 2 (Compensation). There shall be no substitution of the listed Subconsultants and CONSULTANT's program team members without prior written approval by the SANITATION DISTRICT. 9. 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 subagreements, 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. PSA -11- oenWt2 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 Program related accounting records and documents, and any other financial data. 10. 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. 11. 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 P.O. Box 8127 Fountain Valley, CA 92728-8127 Attention: Sarah L. Strader, Senior Contract Administrator CONSULTANT: Constructive Community Relations Kira Woodruff-Erquiaga 27171 Burbank Street, Suite 101 Foothill Ranch, CA 92610 All communication regarding the Scope of Work will be addressed to the Project Manager. Direction from other OCSD staff must be approved by the OCSD Project Manager prior to action from the CONSULTANT. PSA -12- 05/23/12 Return to Mende Report 12. 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 11. 13. DOCUMENTS AND OUTREACH MATERIALS. The documents and outreach 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, presentations, handouts, and other materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 14. 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. 15. 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. 16. 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. PSA -13- 05M/12 17. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS. If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 18. 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). 19. 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, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. PSA -14- Oe W12 Return to Mende Report 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. 20. 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. 21. 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. PSA -15- 05/20/12 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 I. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. 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 an 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. 22. 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 -16- Oe W12 Return to Mende Rom 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 Constructive Community Relations By Date Printed Name ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts Administration, Purchasing and Materials Management Manager SLS:ms EDMS: 003975530 Attachments: Attachment"A"—Scope of Work Attachment"B"—Schedule of Fees Attachment"C"—Allowable Direct Costs PSA -17- 05/23/12 ATTACHMENT "A" SCOPE OF WORK CONSTRUCTION OUTREACH FOR THE ORANGE COUNTY SANITATION DISTRICT NEWPORT BEACH PROGRAM Return to Mende Report Scope of Work for Newport Beach Community Outreach I. Background The Orange County Sanitation District (SANITATION DISTRICT) is the third largest wastewater treatment system west of the Mississippi River. For over 50 years it has safely collected, treated and disposed of the wastewater generated by more than 2.5 million people living and working in north and central Orange County. SANITATION DISTRICT's service area encompasses a 479 square mile area of the county and 572 miles of major trunklines, a reclamation plant in Fountain Valley and a treatment plant Huntington Beach and 15 offsite pump stations. Through this system, SANITATION DISTRICT treats an average of 210 million gallons of wastewater each day. Committed to protecting public health and the environment, SANITATION DISTRICT continues to honor its guiding principles — honesty, trust, respect, teamwork, problem solving, leadership, commitment, learning and teaching —that have made SANITATION DISTRICT a leader, both fiscally and operationally, in responsible wastewater treatment. Each day, SANITATION DISTRICT employees, working as environmental stewards, control air emissions, work to conserve and recycle natural resources and monitor the impacts of wastewater discharge on marine life. Newport Beach Program Beginning in February 2013 through December 2017, construction to rehabilitate SANITATION DISTRICT's regional sewers will take place in the city of Newport Beach. This construction will consist of five projects. It is imperative that close coordination take place on all five projects in order to minimize the impacts on the businesses, residents and commuters within the City during this time. A project delay in one project could result in several other delays impacting the community more so than needed. Historically, SANITATION DISTRICT has provided construction outreach on a project by project basis; however as a result of the number of projects within one city SANITATION DISTRICT will be approaching these five projects as a program. While each project will have its own outreach plan it will be a subset of a larger program plan. What this means is that every time we go out to the community about one project, the other four will be referenced and information will be provided on those as well. In addition, the same construction outreach approach will be consistent throughout the program. We are requiring that this program be implemented with the same outreach team. 4/10/2013 PSA-2013-568 SOW Page 7 of 9 The five projects that make up the Newport Beach Program are (this list can be modified at any time): • Dover Drive Trunk (5-63)—Construction 4/13—7/14 (15 months) The Dover Drive sewer that runs between Irvine Blvd. and Pacific Coast Highway needs to be replaced. The 15-21 inch sewer doesn't have the hydraulic capacity to handle the wastewater flow and must therefore be replaced with a 24-inch pipeline. The SANITATION DISTRICT will also relocate a city waterline to reduce the level of impact for the community by eliminating the need for a secondary project in the area. Several other elements have been incorporated into the project to ease the impact on the neighbors and commuters alike. As an example, work around the school will be done during the summer months when the children are on summer break. There will also be partial street closures in the northern portion of Dover to accelerate the schedule. • Balboa Trunk (5-47)—Construction 9/13—5/14 (8 months) This project will rehabilitate the existing Balboa Trunk Sewer along Newport and Balboa Boulevards between the A Street Pump Station and the Lido Pump Station in the City of Newport Beach. The scope of the project includes relining approximately 12,600 feet of 15-inch and 24-inch of pipe. The sewer was originally constructed in 1944, and the estimated life of this type of pipe is 40 to 50 years. Several efforts have been employed to extend the life of the sewer including joint repairs and manhole rehabilitations, but the sewer requires more extensive rehabilitation due to its age and current condition. Installing a liner in the pipes will restore the structural integrity of the pipe. This work will only take place during winter months, no holidays or when school is in session. • Newport Force Main (5-60)—Construction 2 phases: 09/14—05/15 and 09/15- 05/16 The Newport Force Main is a critical component of our collections system; it carries the flow from various pump stations to our treatment plant in Huntington Beach. The force main is located on West Coast Highway stretching from Dover Drive to 61 st Street which is a heavily travelled thoroughfare. There are two sewer lines, one of the north side of the street and one on the south side which make the rehabilitation more complex. The project is currently in the design phase where various alternatives are being analyzed to determine the best option for construction. In such a busy area, it's extremely important we analyze not only the technical feasibility but the impacts to the community and commuters as well. The project team is working diligently on finding the best alternative to accomplish the project objective while minimizing impacts as much as possible. 4/10/2013 PSA-2013-568 SOW Page 2 of 9 Return to Mende Report • District 6 Trunk Sewer Relief(6-17)—4/15-5/16 (13 months) This project increases the capacity of the District 6 Trunk sewer to provide for future flows. The existing 3,700 feet of 12-inch through 18-inch pipeline runs west of Pomona, southerly to 16th Street, to Newport Boulevard, and southerly along Newport Boulevard towards Coast Highway in the Cities of Costa Mesa and Newport Beach. • Southwest Costa Mesa Trunk (6-19)—6/16—5/18 (23 months) In an effort to improve efficiency in our service area, a new trunk line will be constructed in Costa Mesa. While options are still being considered, one possibility would include the sewer will extending westerly along W. 19th Street, across the Santa Ana River and connect to our Huntington Beach facility. This project will allow the abandonment of several Costa Mesa and Newport Beach Pump stations to provide more reliable service to the community. The project is currently in the development phase where various alignment alternatives are being analyzed. The environmental impacts associated with the proposed work are also being examined during this process. A map is included as Exhibit A to the Scope of Work. SANITATION DISTRICT is seeking CONSULTANT assistance to help develop and conduct a comprehensive construction outreach program working in tandem with the technical teams/contractors during the construction phase of the Newport Beach Program. The outreach program will share with the public the general scope of the projects, construction impacts and the project's progress. The CONSULTANT will possess a full range of professional public outreach skills and an understanding of the issues, audiences and technical process required to inform the community of such a project/program. The CONSULTANT team will have demonstrated an understanding of Orange County, specifically the City of Newport Beach, and the full range of utility issues. The CONSULTANT team selected will be required to attend and participate in the technical team meetings as appropriate, and will report directly to the designated SANITATION DISTRICT outreach program manager. The CONSULTANT team with conduct community outreach during all phases of utility projects; tasks will include but not be limited to: • Inform the public prior to the start of construction to minimize surprises that can become the sources of complaints. • Inform and remind the public of the long-term benefits of the project. 4/10/2013 PSA-2013-568 SOW Page 3 of 9 • Reassure the public that neighborhood impacts have been thoroughly assessed and that mitigation of those impacts is a high priority of SANITATION DISTRICT. • Help the impacted public feel involved and part of the process. • Demonstrate concern and good faith by responding quickly and earnestly to address issues and provide reasonable solutions to concems or complaints. • Inform SANITATION DISTRICT's policymakers of important outreach activities and major community issues. • Inform the elected officials impacted by the project of important outreach activities and major community issues that affect their respective jurisdictions. • Present current information and updates on SANITATION DISTRICT's website. CONSULTANT Management and Role of the CONSULTANT The SANITATION DISTRICT outreach project manager will be the key contact and provide direction to the CONSULTANT. Under the direction of the outreach project manager, CONSULTANT will be responsible for developing and implementing a comprehensive public outreach program for the construction phases of the Newport Beach program. The CONSULTANT will build on the existing SANITATION DISTRICT logo to establish project/program identification. The CONSULTANT will be expected to work in tandem with the technical CONSULTANTs and project contractors. Likewise, the technical team and/or contractors will be asked to support public involvement efforts by attending community meetings, and providing needed staff support and information. The primary goal of the public outreach program is to inform motorists, merchants, employers, hospitals, local residents, schools, and elected officials about construction impacts and steps that can be taken to minimize those impacts. The CONSULTANT shall assist SANITATION DISTRICT by providing public information proactively through written and electronic media sources and providing quick responses and resolutions to community concerns to keep the project/program moving forward. The public outreach program is an effective tool for building partnerships and reaching affected audiences during and in preparation for construction. The public outreach program will educate the community on the requirements of construction and ultimate project benefits. When community members are notified of construction needs, it has been determined they are much more tolerant of construction. Some of the anticipated construction impacts include long-term street closures, temporary lane and evening closures, detours, vibration, noise, and dust. In addition, there are many technical terms which need to be explained to the public. Historically, public outreach programs have played an instrumental role in reducing impacts caused by construction through development and distribution of project information and by identifying and resolving sensitive issues before they become critical. 4/10/2013 PSA-2013-568 SOW Page 4 of 9 Return to Mende Report CONSULTANT Scope of Services Project Staffing and Administration The CONSULTANT shall ensure adequate staffing to achieve the objectives of the public outreach program. The CONSULTANT project manager will be responsible for the overall and daily management of the CONSULTANT team and day-to-day communications with the SANITATION DISTRICT outreach project manager. The CONSULTANT project manager shall ensure the timely and integrated performance of all public outreach work tasks. The CONSULTANT's project manager may be removed and replaced only with the written consent of the SANITATION DISTRICT outreach project manager. Because of the importance of consistent project management to the timely completion of the project, the SANITATION DISTRICT will consider the unauthorized removal of the CONSULTANT project manager as grounds for termination of the contract. The SANITATION DISTRICT reserves the right to require the CONSULTANT to remove and replace the CONSULTANT project manager or any member of the CONSULTANT/subCONSULTANT team from the project at its discretion. The CONSULTANT project manager shall communicate and coordinate in a timely manner all work and progress on the public involvement program with the SANITATION DISTRICT outreach project manager. Coordination and administration for the public involvement program shall include, but is not limited to, the following: • Monthly progress reports, prepared by the CONSULTANT project manager and submitted to the SANITATION DISTRICT outreach project manager, shall be included with each monthly invoice. Progress reports shall include: the status of work and budget; significant accomplishments; problems encountered and anticipated with potential solutions; decisions to be made by the SANITATION DISTRICT and/or other agencies; public involvement program schedule updates as needed; and work planned for the next month (by task and responsible person). • Monthly invoices, prepared by the CONSULTANT project manager and submitted to the SANITATION DISTRICT outreach project manager for approval and payment, shall be prepared to provide a summary of project budget activity- to-date and show costs against each individual project. Specific billing requirements will be provided by SANITATION DISTRICT staff upon award of the contract. • A project archive of all outreach materials produced during the project. A binder with hard copies of all materials and CD of electronic materials must be provided to SANITATION DISTRICT at the end of the contract or as requested. • Attendance at monthly project team meetings, as necessary, to include the CONSULTANT project manager and other CONSULTANT staff as appropriate, and the SANITATION DISTRICT outreach project manager, in order to review project status and progress in order to effectively coordinate the public involvement program activities with the overall project activities and schedule. 4/10/2013 PSA-2013-568 SOW Page 5 of 9 A qualified, dedicated community liaison must be designated to identify potential problems for early resolution, facilitate communication, and establish face-to-face rapport with, merchants, large employers, residents, schools and assist in organizing community meetings. In addition to the dedicated community liaison, the CONSULTANT must provide a plan for providing literature canvassing. The literature canvassing can be performed by a sub- CONSULTANT/vendor or a junior staff member such as an intern. Target Audiences The CONSULTANT shall identify target audiences and key constituents both directly and indirectly impacted by the project and determine appropriate strategies to communicate with them. Develop a Comprehensive Public Outreach Plan The CONSULTANT team shall prepare a comprehensive public outreach plan for the overall Newport Beach Program as well as each individual project. These plans should include a detailed approach and approximate time required to complete the task. The public outreach plan schedule shall include all activities (by work task, whether performed by the CONSULTANT team or by subconsultants), start dates, activity durations, product submittal dates, and relationships among work tasks. The schedule shall account for interface with, and review by SANITATION DISTRICT. The budget and schedule will be reviewed and approved by the SANITATION DISTRICT outreach project manager and shall be regarded as the baseline against which public outreach plan status and progress is measured and reported. The CONSULTANT shall develop the program plan through the use of research, established methods, effective tools, and resources. The public outreach program must communicate effectively with the target audiences described above and any others that the CONSULTANT may identify. The public outreach plan must meet the following objectives: • Recommend fresh and innovative methods to maximize the distribution of information to interested stakeholders. • Present technical information to the community in ways that can be clearly understood by the general public. • Use communication tactics appropriate for the nature of information to be distributed and the input required in a cost-effective manner. • Proactively reach out to community leaders and interest groups. • Build consensus among various interest groups to prepare for the construction phase of the project. 4/10/2013 PSA-2013-568 SOW Page 6 of 9 Return to Mende Report • Provide a framework for the SANITATION DISTRICT outreach project manager to develop and maintain ongoing relationships with key local elected and government officials. • Serve as reference for questions about the project. • Help the public understand construction activities, road closures, noise, dust, night work and other construction impacts they will experience during construction. • Inform the public of the project's ultimate benefits. • Utilize social networking and other new media tactics to reach as many target audiences as possible. • Encourage employers to provide their employees material to help them plan their commute and consider alternate transportation modes. • Build strong relationships with local school districts and develop educational materials describing the project which addresses safety within the construction area. • Develop and disseminate construction/detour information to visitors planning trips to venues in the area. • Coordinate a speaker's bureau program with SANITATION DISTRICT's Project Manager and promote the program to community organizations, businesses and schools. A written presentation with visual aids will be developed by the construction outreach CONSULTANT. • Develop a mechanism to notify residents and merchants of construction through such tools as blast emails and construction alerts. The construction outreach CONSULTANT will identify a budget for postage and hand distributed collateral material. • Respond and manage construction inquiries and complaints in a timely manner through email and hotline. Execute Comprehensive Public Outreach Plan A variety of methods and tools could be used for the public outreach program such as one-on-one meetings with city officials and interested stakeholders, city council presentations, ad-hoc committees, public input cards, newsletters, open houses, etc. SANITATION DISTRICT is seeking the CONSULTANT's expertise to determine the best strategy to keep the community informed during the construction phase, however, the use of neighborhood meetings is encouraged. The selected CONSULTANT will be required to review the construction schedule and design the public outreach program to coincide with the technical team's effort. 4/10/2013 PSA-2013-568 SOW Page 7 of 9 Appropriate public involvement techniques may include but are not limited to: • Open houses and neighborhood meetings o Research and identify meeting location. o Development of exhibits. o Coordinate promotion activities for the meetings, including news releases, ads and e-mail blasts. o Write fact sheet copy. o Set-up and staff meetings, including the sign-in table. • One-on-one briefings with city staff, community and business stakeholders as needed. • Public input—CONSULTANT shall keep a record of public comments taken at meetings, presentations and briefings. CONSULTANT should identify community leaders and organizations crucial to the project within the project area with an outline of their perceptions (both positive and negative), issues, concerns and feelings regarding the project. • Collateral Development o Newsletters—assist in developing and writing four to six issues as needed, including assistance with coordinating graphics, printing and distribution, including e-mail version. o Brochure—assist in development and writing of a project brochure including assistance with coordinating graphics, printing and distribution. o Web site—CONSULTANT shall coordinate with SANITATION DISTRICT's Webmaster to create a Web page for the Newport Beach Program. • A final report outlining community outreach activities, key findings and attach all materials used during the public outreach program. All electronic data produced shall be provided on CD. • Social Media o Develop interesting and informative posts o Track all metrics on a monthly basis Construction Hotline/Email A construction hotline has been established by SANITATION DISTRICT as a source to receive input and complaints on construction projects. This scope includes returning telephone calls, emailing/mailing appropriate information pieces requested by the public and forwarding questions to appropriate SANITATION DISTRICT staff. The CONSULTANT will be required to check messages a minimum of two times daily, seven days per week. The CONSULTANT will be responsible for developing and maintaining a database with all inquiries and for providing a report weekly. 4/10/2013 PSA-2013-568 SOW Page 8 of 9 Return to Mende Report Media Relations The CONSULTANT team will be responsible for preparing media relations material. This material will consist of, but is not limited to, identifying the Newport Beach Program media contacts, created press releases, and media alerts highlighting construction activities. SANITATION DISTRICT will be the spokesperson for the Newport Beach Program. The CONSULTANT will assist in developing material for distribution and speaking points for media interviews. Special Event Planning A minimum of three special events must be planned in an effort to integrate the community into the program as well as involve local elected officials and community and business leaders. Once each of the individual projects is complete, a community celebration should be planned with activities to attract the surrounding neighborhoods and elected officials. CONSULTANT activities will include planning and executing the events, coordinating logistics and seeking appropriate speakers. The CONSULTANT may also be asked to assist the SANITATION DISTRICT with inviting the media and planning media tours, if determined appropriate. Crisis Planning The CONSULTANT shall develop a crisis plan in case of any unexpected event or activity. This includes but is not limited to an injury, sewer spill, community uproar, unexpected odors, etc. Evaluation The CONSULTANT shall provide a quarterly evaluation of the SANITATION DISTRICT construction outreach program, in addition to measuring the effectiveness of communication tactics. Safe CONSULTANT will abide by the SANITATION DISTRICT's safety policies as required for the program. The safety policies are attached to this Scope of Work as Exhibit B. ATTACHMENTS: Exhibit A—Map of Newport Beach Planned Projects Exhibit B—Safety and Accident Prevention Requirements 4/10/2013 PSA-2013-568 SOW Page 9 of 9 ATTACHMENT "B" SCHEDULE OF FEES CONSTRUCTION OUTREACH FOR THE ORANGE COUNTY SANITATION DISTRICT NEWPORT BEACH PROGRAM Return to Mends Report ATTACHMENT "B" SCHEDULE OF FEES CONSTRUCTIVE COMMUNITY RELATIONS FEE SCHEDULE Category Hourly Rate Partner Professional $155.00 Associate Professional f135.00 Junior Associate $70.00 Administrative/Clerical S7o.00 Other Direct Costs Mileage Current IRS Rate Travel And Subsistence At Cost Sub-Consultant Cost+45W AV Other Direct Costs cost+"%-D'� Construction Hotline $150.00/mo. Payment Terms Net 3o Days From Invoice Dale Constructive Community Relations *Fee schedule effective m ofJuly 1,2013.e10 27171 Burbank,Suite lot nisfee schedule is revised in July awddanner7afeacry year. Foothill Ranch, CA 9261D Pa PIPl. Phone: (949)458-1114 --For the Orange County Sanitation District's Newport Beach Fax; (949)666-7892 Program,all CCR subconsultants and vendors will he billed at E-mail:contaetuscaccrinfo.mm cost with no mark-up. RFP -ATTACHMENT C PSA-2013.568 WALEED RASHIDI PO BOX 7251. LA VEIM CA . 91750 562.M.9455 .V\RQSFDOGAML.COM RATES (EFFECTIVE JANUARY 1, 2013) GRAPHIC DESIGN/EDITING $44/1-111. AUDIO PRODUCTION $44/HR. BOOK DESIGN/EDITING (CALL TO DISCUSS) LINER NOTES/ARTIST MATERIALS (CALL TO DISCUSS) MISC. 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IN Pont-NI. ear IN DioA%S IN IWRznw a WAIIII. .DC RFP —ATTACHMENT C PSA-2013-568 1 LV' U C LAN 'EIAt AMERICAN LANGUAGE SERVICES HAS BEEN SERVING THE BUSINESS AND CORPORATE COMMUNITV ISO Certified— 0001 & 13485 TRANSLATING Mmaals 1. .11tnima Semen,()flwvlimal,Pleeea,InmisctinlmE I.SO.Rryummrnta,tlareN Propama and Safpry SMns • L,o mmis All All LcNI Dpcxnrnu.Employtt I Imdkoo6.Lcsscs,Apeenrnb uM U'aiwn • Mal CollaateralwIril ng Hwks,Wtbsnn.Pmlrouk.Ilmdwtlm thlw.Amommrlrnb.Pmjnt Rdl N. • ,Uw oRmny tlxbTmJaunna anJ RttoxiLalona QUALITY • Dm liw Coin"Promas:All umannm.iniudv TI%,Set P w - Ttm>laiw.Prm,Rnal,rM FJI,.., • ISO C'cnlfrA-13495&Wnl • ('aucnny n,cr 1,3p Lalymycs • Fuctimt nits with fat ttunro ind • kmndime re. mw for Vwm• • ('c.IOeA&n.Id Document• • All Jcrllincatvt • Metirmlour rM peen. • ladvrmn F.apat. • Trmxriptium.all me&a.all lari,,mi DESKTOP PURI.ISRING • An Maio,Snnwam Omrk F.Waker.Pagdlntrr Pro.Mier fi Once,Ada Pm&xu...&many Atm,. • FfP Sit. Alb.•bre and hx4fvery(Uxd rm/wryerfifea)sd Is pssawtd Pro• W • SaruwJ Wcb Sim • ('mGJmtial li tllny ofall Pro)ans • PC&Alaig rmmk platfdm. • Prmi Rc..lr llclncry PROJECT MANAGEMENT • Strinyml Q.A"Cmtrol Prwry • 1w.mmrs f.—,ilu.a[M1 ywa'ilI[polar't femlinr Tnon to JCllnry • 360 Dcatcc Fadhaclt Prwra I ' 1 a I W...d IIUJVutlw,: lu•Yw4 b�ra•.sntr+Ma 1Yran.11Yx•w NYN Meen ll00.HI W:Ow 11Lt1.00•a1 Pm afl'•3R591 retail: vm,Ltion a}4lluFa m: nnv.JrabFal.•.t RFP — ATTACHMENT C PSA-2013-568 Return to Mends Report lIm", TRANSLATION RATES LANGUAGE PRICE PER JJ nMK f.I i-22 D 1 521-2a Ua,h $21-24 Fr 5.W21 Gemun $.1421 lkbrtu 521-Z lulian S,m4 l Apanue 5.19-24 K. S.19-4 Wexryian $11-24 PonaSsa+u SA .19 Rlusiul 5.1421 Spanish Sx Jish 521-2J Vipnamasa SA10. Translation rates include: Translations, Proofing,and Editing • Rn n•e inxiM.n,rypylhy nYlLMaa[w WIC IIn+v4an[�.xuryl,:Jlf YY Mtu•F�rmlavNn • .V W.[vi.WVIIY TaJ • pae.,F u��mJwR A4t{JohJma[Wls�w SIw4�E hn•arY kmmnn�Y�m•na Maa m iuz of .a40iY1 �� ew Tta�.JJws•mry,empw,t • Metd•[whm vwYJrux�u.W unn • Pn��ntm,6ha[Ix[m,Y•Rm pivq. Wn[IJ IInCYua[lan: 6.4•••0..4n•,W lay.\,[e!•.1'•h(•aw YOW Pu..,�. +�.� ..rvam..n9a:o.avt r,•:nrJ.+n.um •w.m .,..J,m,n::JrewnJ nvx,LCLAalnel RFP - ATTACHMENT C PSA-2013.568 .,tKl AMERICAN LANGUAGE SERVICES TRANSCRIPTION RATES HOUR �GUAGE HOUR (PaTil Livr of o•er 1501 anFuvFrsl E TLI II Pe Min Per PC Min Pn Nr 1NGIJSII<>INGIJSII Y1.2f-I1.f0 SIM.R10 BRll1S511:NOLlS11<a II13,f3M fl Jf-fL0 BRITISH ENGLI511 AMERICAS Pe Min P w Pe Min Peal VAM511<>F.NGI I511 55-56 I woo-S)611 IORIIXUFSF f)60-wo NGI SH EUROFEAN PeA P m Pe MSn Pe Hr BULGAPIAY<>ENGLISH MJS-11 fll5-M20 INNGARIAN<>QJG1JSU 16J3.11 1Jt5-f120 CATAIAN<a FNGI.ISiI 36.23.3'2 f3t5'IAN ITAIUN<>1NUUMI 56.w. 3360 "90 OIJICTIc>F]SOLISN MJS-SI 1J13'SJ30 IOIJSII<a WGIJ311 S6-ww Mo."" ERENCFIc>ENGLISH f6-SA.JO I 51611-WnU I ROMANIAN<a EryGLISII 56-WW $160.SSW GERMAN<a E\GIJSN H-56.M S�G -.. IUJ.I.N<>ENGIJ511 26-f6.f0 i160.S1M GRF K<a FNGIJSH 56.21-TI 1 S]t5-.. I UKRAINIAN<>INGIJSH Y15.It i3t5.ME0 WIRZILL. STKRN Pe Min PaW P.M. MH, ANABM<aLVGL1S11 SfSO-56.H f]JO-Atf D"R"`W< MGLISII S10-10.50 "nn- 1E 1ARS1<I ENGJJM 3625-St ASIAN Per Min Per W Pe Min Pe Hr ARMFNIAN<>FNGLWI 16-16.50 SW B" I ISDONFSIANa>1NGIJSH M71-10 $525-S600 CAMMOIAN<> 1L75.10 MM-3600 JATANLL—I,NGLIM S9-lom SSW'f61S I:NGLISII CCBLIANO<>ENGIJ511 56.M W.S390 KORFAN—INGLISH UIS-10 9525-IW0 CII1NMI a LNGO511 U.M5. S360-P0 KIIROISII<a FNGIJSII A.15-10 9525.1600 UAW<>LNGLINI U-M50 OW-$3Po PASIITO<a ENOL1T11 %.%l0 $W." 0 IIINW—1,NUIISH 56.5650 OW-$3Po PUNJABI<>ENGMII 56-16.9 $10."" IIMOVG< LIGIJSH N,71-I0 15If'1600 TAGALW<%ENGIJSH %-36.50 S355-IJ90 TAIWANFSF.<>FNGIJSH 975-10 $525-Sbm 111N<%INGUSI1 R75-10 $525.f T rRKISH<>WMISH %-%" $)W-S1Po IIKIRI<%IN(R.ISII M.M.50 S)60'l1Po WI AMF_SE<> ENGL1111 A.15.10 1523-S6n0 TIIRNAROUNBTIMF-S EXPEDITED TURNAROUND TIMES AVAILABLE Corn wme..w nm r,Jnnmrml bm[I' [I... aan. . Runertn u..lawn 1.mu manMr.n y<Am Jmen elaW m. WniN aJe • AY nm aantln•Wlp le<N Rnv SmW'Jnii�m frmur rrn\I—Ml Nm'J • AMLGMJ nrnart zbenneXa¢nmamis n! {po•Irmlpgnuarllla 4LLm1rn6vY+lh amlrX•ne a�6m.I.m nnn..�ar Tlu.e r.alomw,mmrmmm r4.ea • noN...r.vwnrN wr.o,r<.Amoerleroy.vamm. a.114 inJr.rJW1I4wN 1VerIJ l4'aJVunnere xn 4wll•n.h.a•L X•n••w Ie•sexn.f•WerY•wwr 1'nvna I1W 9515010 er 110 X]V.6:JI Ian Xe4.'•J.X541 mnl: rumLnund aLlbLJ.ner xxa a6VIWalz� RFP -ATTACHMENT C PSA-2013-568 Return to Aaenda Report AMERICAN LANGUAGE SERVICES INTERPRETING RATES NATIONAL LANGUAGE ADDITIONAL 12 CERTIFIED LANGUAG" SPANISII IEGAI. No sin SPANISII IALIMFO sm I silo ARABIC IFAAL 33" Sim ARAIDC JAIJRE0j S2S0 1145 ARMENIANILFGAL 33" $IN ARMENIAN AOFIEO sm $N! CAV70NESLB.F(3A1.1 13J0 5190 CANTONFSFI GAI111131I $310 $155 JAPANFSE U:GA3. $. $195 JAPANFSE fto) LIW sin 1(ORFAN IEGAL $3" Sim RORFAN ALIIUD $m 145 MA.YDA N(LEGAL) $m sin ALWDAR3N AL[I%[h S310 W' PORTGUM IIEOALI sm f195 PORSUQIFSE( ALIRED) sw I w RMM .GAL S320 Sim RMIAN IAIJFIFO 5299 $145 TAGA000 ItGALI IS%0 51% TAGALGG UALTLDI 12" $125 VIF.3NMIF:SF:11.LGAl. $330 $1.0 vmmmx%F opnalw sm 1 $145 IANGIIAGF_N BY REGION MIDDIJ:IASII:RN sm $150 \RLN MI. ASIAY SJ50 fll5 n.D.xGICAn vm nes SPECIALIZED LANGUAGES IIF.BREN.(JRU: IATK MM MAIAY.IN WN3 IAN.WN(iO JAN.CROAIIAN.SERBIAN.SLAVIC'. ]LOVEVIAN.BIJ MFSE N'RICAN A OTHER IANUUAOLS $3. % MENC.0 314N IANGUAGE(LEOAL) I SINIIN\II\IMfAI ADDIB(INAI. IIX'RLY 0 5125 Na . ASL AdERwven 9rrr(2)lwxn rt Wx (211PIrrpr9len. • AML.IiLiral ul4n.m{�N nuapm•Aruv kW YuiJrlim ILln vilnmelan�v!I.2913 ArtWlwun • punmal•an lsvW. • ANL(iLAul nh�m.ullmr wvMplud..n unw.{ • 9'elu.v:A hm ar•NNr•m A.bp fn mw roLNIR^N•na Ann nu rn�m AlLrb uan•ry vAN• Igwe!^+^IJp hur In Amman Flnlgyxl.!fll •lup • Rey.+W Awx3{mlr•rl • w3a.mn qM • phrc WrAnrnya.ai WAerwria4err Knrl.....Jllrin+'Ivan I'\nna MMI V51 VI20 nrl!10 M:90'll I., W. '!XYIIYem•ih LunAaW v alylnLnl nn EDMS: 003975532 RFP -ATTACHMENT C PSA-2013-568 ATTACHMENT "C" ALLOWABLE DIRECT COSTS CONSTRUCTION OUTREACH FOR THE ORANGE COUNTY SANITATION DISTRICT NEWPORT BEACH PROGRAM Return to Mends Report ATTACHMENT "C" ALLOWABLE DIRECT COSTS LONG DISTANCE TOLL All long distance toll charges incurred will be reimbursed as direct costs. Toll charges CHARGES to area codes serving Los Angeles, Orange, Riverside,and San Bernardino Counties will not be reimbursed. FACSIMILE TRANSMISSION Facsimile transmission charges will not be reimbursed,except the long distance toll CHARGES charges,as described above. In-house reproduction of records and documents will not be reimbursed by the REPRODUCTION AND OCSD. Use of an outside copy service for specialty items and volume reproduction PRINTING CHARGES will be reimbursed at direct cost. Use of a professional printing service will be reimbursed at actual cost. OVERNIGHT MAIL DELIVER Use of Federal Express, Express Mail, UPS, or such similarly-related service, as well AND MESSENGER as a messenger service, will be reimbursed at direct cost only when necessary. SPIRVICIP POSTAGE Incidental postage will not be reimbursed by OCSD. FILM PROCESSING Film processing will be reimbursed at actual cost. COMPUTER USAGE Computer use by Consultant and/or support staff will not be reimbursed. MILEAGE AND TOLL FEES Per mile reimbursement will be at the current rate set by the Internal Revenue Service. Toll fees will be reimbursed. TEMPORARY STAFF The use of outside temporary support staff will be reimbursed at direct cost with prior approval of OCSD. OFFICE SUPPLIES The purchase of office supplies by Consultant will not be reimbursed. The cost of lodging including room and all applicable taxes will be reimbursed. LODGING Lodging incidentals including movies, Internet, laundry service, valet service, room service, etc,will not be reimbursed. GROUND The cost of ground transportation for taxi,shuttle,train,etc.,will be reimbursed. TRANSPORTATION Limousine service will not be reimbursed. Airline ticket cost including one bag will be reimbursed only if pre-approved by OCSD. AIRFARE First class tickets will not be reimbursed unless pre-approved by OCSD. Membership dues for corporate card frequent user programs or the cost of airline club membership will not be reimbursed. AUTO RENTAL Rental car cost and rental car gas will be reimbursed. PARKING FEE Parking fees for hotel, airport, rail station,etc will be reimbursed. Meals including tip for traveler will be reimbursed. Meals for non-traveler included on traveler receipt will not be reimbursed. Cost of alcoholic beverages will not be TRAVEL MEALS reimbursed. Multiple travelers must get individual receipts. All receipts must be itemized; credit card receipts without an itemized receipt will not be reimbursed. The daily total reimbursement for meals shall not exceed the OCSD per diem rate which is available upon request. Cost of miscellaneous personal items such as, but not limited to newspapers, toiletries, shoeshine,tobacco products, pay TV, movies,valet services, health club MISCELLANEOUS charges, in-room mini bars, clothing and footwear will not be reimbursed. ATM/bank fees incurred by professional while traveling will not be reimbursed. Costs for project team lunches will not be reimbursed unless pre-approved by OCSD. PSA-ATTACHMENT C PSA-2013-568 Revision 111312 KATZ .,.8[.MY,. ..tl.NaOtlNea.FIG CaInnIlalXy Felellels QW F.iv %Ua,e.Suite 670 �^^^A^ Hn Diego,U 92037 !)�Wt� � � IBSBI a520031 (BBB)BSYM371aa WWw.eit2DnUiff0[IitH.<0m Sarah L. Strader Senior Contracts Administrator DRAINAGE COUNTY SANITATION DISTRICT Plant 1 Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 VIA EMAIL: Sttrader@ocsd.com C: NKanetis@ocsd.com Dear Ms. Strader: Katz &Associates by this letter hereby protests the recommended contract award for Construction Outreach for the Orange County Sanitation District's Newport Beach Program (PSA-2013-568)as specified in the Request for Proposals: "Any affected party,who has reason to believe that a free and open competition has not taken place in the evaluation of the proposals and award recommendation, is permitted to protest the SANITATION DISTRICT's award recommendation by submitting an Award Protest Statement to the SANITATION DISTRICT Contracts Administrator identified in the RFP no later than 4:00 p.m. (Pacific Time zone) on the seventh (7th) day after the SANITATION DISTRICT issues the award recommendation or some similar announcement." Katz &Associates believes that, despite specific indications from OCSD of a level playing field in the selection process for this scope of work, OCSD has made an award to an agency with an existing relationship with OCSD even while denying the existence of such a relationship. The following facts are germane: 1. Incumbent advantage: The original version of the RFP contained the following statement: "The highest scores for this section will be provided where related programs demonstrate the following: 1. Technical experience in developing and implementing a comprehensive public outreach program for the pre-construction/construction phases of the Newport Beach collections programs." (Attachment 1) This language immediately raised a red flag, indicating as it does that an incumbent was not only likely but that the incumbent would have preference in selection based on previous work that could not be matched by other submitting agencies. It is not a rare situation to 1 Return to Mende Report place into an RFP certain clauses that preclude a balance opportunity for all submittals. It occurs when agencies have people that have done well for them and they want to hire again.When we inquired about this advantage we were told two things: a. There is no incumbent for this program b. We (OCSD) rarely hire outside agencies but rather do most of the work internally Subsequently,the language in this section was broadened and created the appearance that any outside agency could gain this advantage if it had similar experience. (Attachments 2, 3) Rather than indicate that another agency had experience for OCSD in Newport Beach and even experience directly related to this RFP, OCSD continued to maintain that any agency had an equal chance to be selected. 2. The award recommendation belies OCSD's claims of impartiality. Katz&Associates has no previous knowledge of the quality or expertise of the recommended firm,Constructive Community Relations, and by this protest does not criticize that firm's approach or its success in the past. However, given OCSD's claims of a level playing field, it is important to note that an existing relationship, not disclosed to other submitting agencies despite inquiries, creates the appearance of favoritism in the selection. Here is information from the website of Constructive Community Relations, Inc.that clearly establishes not only client/agency relationships between CCR and OCSD but also a specific project relationship to the Newport Beach Program. Experience indicated in the"Portfolio" section of www.ccrinfo.com: Orange County Sanitation District Bushard Trunk Sewer Replacement System • Warner Ave. Sewer Relief Project • Newport Forcemains Sewer Replacement (Note: the last project indicated above directly relates to one of the five projects in this RFP, indicated as "Project No. 5-60 Newport Force Main Rehab."Regardless of whether that experience at CCR is a previous phase or a current one, or whether the principals participated as part of another team, the clear indication is of work directly related to this Newport Beach program." In the"About Us"section of www.ccrinfo.com: "For more than four years, Ms. Erauiaga served as the community liaison for the Orange County Water District and Orange County Sanitation District's joint Groundwater Replenishment System's$481 million Advanced Water Purification Facility and Barrier Facilities Wells. She also served as the community liaison for Phase II of the Orange County Sanitation District's Bushard Trunk Sewer Replacement Project, a highly controversial four- mile pipeline installed in the cities of Huntington Beach and Fountain Valley." 2 "Ms. DeCriscio has more than 15 years of experience developing and implementing challenging public outreach and marketing programs for the Orange County Transportation Authority(OCTA), Orange County Water District (OCWD), Orange County Sanitation District (OCSD). "In addition, she recently served as community liaison for Orange County Water District and Orange County Sanitation District's joint Groundwater Replenishment System's Pipeline Construction Project." In the"Project Highlights"section of www.ccrinfo.com Groundwater Replenishment System "The Groundwater Replenishment System is a $485 million innovative water purification system recently constructed by the Orange County Water District(OCWD) and Orange County Sanitation District (OCSD). Constructive Community Relations partners,Jill DeCriscio and Kira Woodruff-Erquiaga were key members of the public outreach program development and implementation team, and were instrumental in gaining community support and acceptance of the four-year project and its temporary construction inconveniences." Bushard Avenue Trunk Sewer Project-Phase 2 "Orange County Sanitation District's$68 Million Bushard Trunk Sewer Replacement pipeline project involved replacing a 108-inch diameter pipeline that stretched four miles through the heart of the cities of Fountain Valley and Huntington Beach. Strong neighborhood opposition and significant communication challenges were present resulting from the previous construction phase and impending neighborhood litigation. The CCR team is credited with developing and implementing a successful community outreach program that engaged and informed neighbors by handling their questions and concerns in a professional and timely manner. Through our proven tactics,we were able to gain positive media exposure and convert highly skeptical neighbors into project supporters by the end of the project. Our outreach efforts allowed the district to illustrate the important role neighbors play in a project of this magnitude and restore neighbors'faith in the district." Based on this experience, Katz&Associates can only conclude that OCSD's dual claims of"no incumbent agency" and "we don't usually hire outside agencies" are invalid in this case. While OCSD may claim that technically there is no incumbent,that position is merely a matter of semantics. 3 Return to Mende Report Relief Requested Given the facts displayed in this letter, we respectfully request the following relief: 1. Remove the contract award from the June 25 OCSD board agenda pending further review of the selection process. 2. If the recommended agency received any preference, points or other measure as result of its relevant Newport Beach experience,that preference should be deducted from the score sheet. 3. In fairness to the three other finalists in this process, recommend the award be made to one of the three agencies who did not share the same advantages as CCR, Inc.This remedy is particularly meaningful in light of the fact that all four agencies were "very close' in the ratings made by the review panel,according to Ms. Strader. Katz &Associates regrets the need to file a protest action. However, the high cost of preparing for and submitting responses to significant requests for proposals mandates that we protect our interests going forward. We take great care in selecting which solicitations we should respond to. One of the major factors contributing to a "Go" or"No Go" decision for us is the existence of previous working relationships between the requesting organization and competing agencies. Had we known about the relationship between OCSD and the agency recommended for award it is very possible that we would have declined to participate and thus saved the thousands of dollars of investment. Sincerely, Sara M. Katz President and CEO 858/926-4001(Direct) 619/813-9551(Cell) 2 Attachments 4 ATTACHMENT 1 • The dates work was performed. If work has not yet been completed,list the anticipated date of completion. Programs completed more recently are considered more relevant. • The involvement of team members proposed for this program and their role and responsibility on the reference program. Additional programs may be listed without full reference information_ The highest scores for this section will be provided where related programs demonstrate the following: t. Technical erpenence in developing and implementing a comprehensive public outreach program for the pre-construction/construction phases of the Newport Beach collections programs. 2. Experience working with public agencies. 3. Strength and stability of firm. 4- Strength,stability,experience and technical competency of subconsultants- D. Section 3. Program Team and Staff Qualifications This section shall demonstrate that the Proposer is proposing a team that is well configured for the needs of the program,that includes staff with appropriate qualifications. and that the Key Team Members are sufficiently committed to the program to complete the work within the specified schedule. The definition of which team members are Key Team Members is at the Proposers discretion. This section shall include the following information: t. Program Team Organization and Roles. The highest scores will be given to those fins who present an organization chart where the roles,responsibilities,and lines of communication are apparent to the team members involved and to the SANITATION DISTRICT start. The division of work and responsibilities between the Proposer and subconsullants is ideally based on dear Ines of responsibility, accountability,and communication_ Z Staff Qualifications. Resumes for all individuals indicated in the Organization Chart should be included in an appendix as described below. This section should,as a minimum,summarize the key aspects of each Key Team Members qualifications, and include a personal reference. The highest scores for this element will be a result of an optimum fit of individual experience and success, and the requirements of the role on the program. 3. Reference Information for Key Team Members. At least three client references, including name, description of past working relationship, and current contact information,shall be listed for each Key Team Member. REQUEST FOR PROPOSAL PSA-2 3-M Pa 5of 14 5 Return to Acenda Report ATTACHMENT See Item#6 QUESTION RECEIPT REM DATE QUESTION ANSWER 4. V18113 Whet happens 9 we don't have an overhead rah If you do net have an audit from another agency,you can provide audit performed by another pudic agency within documentation from your CPA firm that provided your overhead the land 12 mordM? mte. If that is rM avaieble.we wit review the overhead rates internally for reasonableness. 0. 4/11Y13 Can you planes,confirm to asrtredas that coil Please sea the response to Question No.1. be worWrg on each project(e.g.,&own A Cak vel,AECOM,Addns,ste)? a. 4N11113 On p.5 of 14.in Section W,tiem CA—the RFP Pease ass,Addendum No.2 which isforth coming. helee Mud phis highest score for'rNaed Program Excer~Mt he awarded to firms with "technical experience in developing and implementiM a comprehensive public Wheaten program for the preoonstruction/construction phases of the Newport Beach collections program." Given that the District normally handles adreadin bFhmise and May Newport Belief, Program was recently developed,are there any firms Mat wouW have this experience? T. 4I22N3 Arc we allowed to include samples of collateral in You can create new Appermicea for any sample material that you the Appendltta and if so le what section? wadtl like to submit. a. 4=13 Dew Me tubconsultant also have to provide the The standard contract language(7.N.)says that the consultant Insurance raguiremene ougkud in tin proposal or see requirements for the subconsultant. Historically,we deal Is it Met just for the pdme proposeR only with Bur aaNacta,anti tithe contractor fails to get enough from Me sub,then that's a liability of the contractor. Note that any sub winch has employees is required by law to carry workere camp,while the other Me are mot legally required,se the contractor decides if it wane the sub to share pat of the Ileblity sa to Mesa Iwe items. 6 ATTACHMENT ORANGE COUNTY SANITATION DISTRICT ADDENDUM NO. 2 REQUEST FOR PROPOSAL CONSTRUCTION OUTREACH FOR THE ORANGE COUNTY SANITATION DISTRICT'S NEWPORT BEACH PROGRAM May 13,2013 In accordance with the Request for Proposal(RFP), the SANITATION DISTRICT hereby issues Addendum No.2,as indicated by the attached sheets. Acknowledge receipt of this Addendum by listing the Addenda Number(s)received(list by number each addendum) in the Attachment'F—Acknowledgement of Addenda Receipt. This Addendum forms a part of the RFP documents arid,with respect to the RFP documents, this Addendum shall govern.The effort/cost of Work included or excluded by this Addendum shall be reflected in the Consultant's Proposal. MODIFICATIONS TO THE RFP DOCUMENTS 1. REQUEST FOR PROPOSAL—Section IV,C.e1 DELETE: Technical experience in developing and implementing a comprehensive public outreach program for the preconstrucaon/construction phase of the Newport Beach collections program. ADD: Technical experience in developing and implementing a comprehensive outreach program of a similar see and nature as the Newport Beach collections program. (i.e. expectance in working with homeowners in gated residential communties,Homeowners Assodations, businesses) 2. REQUEST FOR PROPOSAL—Section V ADD: Proposers are to provide a detailed program budget. This budget will reflect your approach to the project. The cost proposal should focus on the projects that are within the two year term of the Agreement. The Cost Proposal is to be in a sealed separate envelope from the technical proposal. RMtlonp1b13 CbllelrCNrr DoYdr Were rlrenae C.,ty Sen1whon Addlndxn No.2 DWYfa mimes, Beads Piego Issued May 13,21113 Ppe 1 of Do.Sign Envelope ID:E740ASEB6DB14D41-AD6E-330CCID9D6F1 Return to Aaenda Report CONSTRUCTIVE COMMUNITY RELATIONS Sarah L. Strader Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Via email: sstrader@ocsd.com cc: nkanetis@ocsd.com icabral(a)ocsd.com mavala@ocsd.com Dear Ms. Strader: Constructive Community Relations(CCR)is respectfully submitting our opposition to the Award Protest submitted by Katz&Associates for the Construction Outreach for the Orange County Sanitation District's Newport Beach Program—PSA-2013-568. CCR has received and carefully reviewed the Award Protest and we strongly disagree with its premise. It is our belief that the entire Request for Proposal (RFP) process was fair and competitive.Through its strict and comprehensive RFP process,OCSD is charged with finding the most qualified firm for every project. CCR competed fairly and openly and as a result was recognized for being the most qualified firm to handle the construction outreach for the Newport Beach Program. Despite the implications of Katz&Associates,CCR was not given any advantage or preferential treatment during this process, nor considered an"incumbent"for this program. Our firm competed exactly as all other firms did and we were selected because of our experience, expertise and reputation. It is important to point out that a panel of eight(8) professionals from OCSD as well as outside agencies reviewed and evaluated all of the proposals and conducted interviews of the finalists. In fact, ofthese eight panelists,the CCR team has experience working with only three of the individuals,which is another indication that preferential treatment was not an issue. Based on the review of the proposals, the eight panelists recognized that CCR's experience and expertise made them the top choice for the project. While it is true that CCR has worked on OCSD projects in the past,that does not mean that we were given preferential treatment and that certainly should not disqualify us from being awarded this contract,as the protesting firm is suggesting. Furthermore,CCR has not worked on any OCSD projects in the city of Newport Beach for four(4)years,therefore disputing any claim that CCR was an "incumbent". In addition,our initial research indicates that other competing firms also have experience working on OCSD and/or city of Newport Beach projects.This experience must have been considered and evaluated 27171 Burbank,Suite 101 Foothill Ranch, CA 92610 Phone:(949)458-1114 Fax: (949)666-7892 contactus@ccdnfo.com w .ccnnfo.com Do.Sign Envelope ID:E740ASEB6DB14D41-AD6E-330CCID9D6F1 CONSTRUCTIVE COMMUNITY RELATIONS by the review panel,which again emphasizes the fair and competitive process where each firm was evaluated based on their experience and expertise,with CCR still coming out on top. We believe that the panel was unbiased and simply recognized that our specific qualifications were the strongest benefit to OCSD and this program. Furthermore,it is not OCSD's responsibility but rather the responsibility of the proposing firms to research their competition and determine their participation and strategic approach.To assume that OCSD is responsible for providing that information is outrageous. CCR was competing openly for this project. We attended the non-mandatory pre-bid meeting and signed in along with all of the other attending,competing firms. OCSD diligently provided a copy of the sign-in sheet to all potential bidders. After receiving that sign-in sheet,CCR did our due diligence to research the other agencies to determine their strengths and qualifications,which is an appropriate strategic tool in the competitive process. Had Katz&Associates done their research,they would have seen that CCR was a prospective bidder and presumably would have viewed our web site at that time and seen our list of projects,our past and present clients,as well as our experience working on numerous,similar water and waste water programs, including projects with OCSD. By its nature,the competitive process depends on convincing the judges that your firm's experience, reputation,qualifications and established relationships make your firm the best choice. CCR demonstrated all of those things based on working with OCSD as well as many other agencies throughout Southern California. In addition,our team has strong,established relationships with City of Newport Beach staff that are not related to OCSD but none-the-less provide an added benefit for the Newport Beach Program. In addition,our firm specializes in water and waste water pipeline construction and has extensive technical expertise that precisely matches the requirements for this project,and that experience should be factored into OCSD's decision as well as viewed and recognized as an added benefit that CCR brings to the program. Furthermore, it is unreasonable to expect that OCSD would adjust CCR's scoring and/or throw out our proposal because of our related experience. It is our opinion that the"relief requested" by Katz&Associates is unreasonable and inappropriate and would only cause harm to the district and the Newport Beach Program as time is of the essence and any delay could impact the construction schedule. As is stated in OCSD's RFP,a delay in award can be avoided by OCSD if one or more of the following conditions is present: 1. The items or services being procured are urgently required; 2. Delivery of performance will be unduly delayed by failure to make award promptly;or 3. Failure to make prompt award will otherwise cause undue harm to OCSD. Given the fact that OCSD has already begun initial communications with the community on two of the five projects within the program, all of the above criteria justify OCSD making a prompt award to CCR 27171 Burbank,Suite 101 Foothill Ranch, CA 92610 Phone:(949)458-1114 Fax: (949)666-7892 contactus@ccnnfo.com w .ccnnfo.com Do.Sign Envelope ID:E740ASEB6DB14D41-AD6E-330CCID9D6F1 Return to Mende Rewd CONSTRUCTIVE COMMUNITY RELATIONS without delay in order for the project to move forward on schedule and to allow critical, proactive community outreach to take place prior to construction as OCSD has committed to the community and project stakeholders. It is in the best interest of OCSD, its ratepayers,the Newport Beach community and the overall improvement program to award this contract to CCR who clearly competed fairly,was given no advantage and who was proven to be the best firm for the job throughout OCSD's unbiased and impartial competitive process. To conclude our argument in opposition to the protest, I would like to point out the closing sentence in the Protest Statement which is the essence of the protest premise. It reads:"Had we known about the relationship between OCSD and the agency recommended for award, it is very possible that we(Katz& Associates)would have declined to participate and thus saved thousands of dollars of investment." CCR reiterates that it is the complete responsibility of the potential bidding firms to do the background research and determine their RFP participation and/or strategic approach based on that research. OCSD's course of action and decision should not be altered because Katz&Associates failed to do their research. As a result of these factors,we respectfully request OCSD deem the protestor's claim as invalid and proceed with the impartial panel's recommendations to award CCR this contract at the July 24 Board of Directors meeting. CCR is appreciative of the opportunity to develop and implement the construction outreach for this important Newport Beach Program and we look forward to working with OCSD and the entire program team upon contract award. Thank you for considering our opposition to the Award Protest. Sincerely, 000usianb M: [3F87 3F013D3WEE0<9E. Kira Woodruff-Erquiaga Partner 27171 Burbank,Suite 101 Foothill Ranch, CA 92610 Phone:(949)458-1114 Fax: (949)666-7892 contactus@ccnnfo.com w .ccnnfo.com Orange County Sanitation District 10844 Avenue,Fountain valft GA 92708 714)9622411 www.nseweracom Brea Enena Park cypress June 27. 2013 Fountain Valley Sara M. Katz President and CEO Katz &Associates Honlingtorn Beat 4250 Executive Square, Ste, 610 San Diego, CA 92037 1,Habra SUBJECT: Re: Request for Proposals for La Palma Construction Outreach for the Los Alarntos Orange County Sanitation District's Newport Beach Program Newport Beach PSA-2013-568 Orange Determination regarding Award Protest Statement Placentia Santa Ana On June 18, 2013, the Orange County Sanitation District ("Sanitation District") received the Award Protest Statement ("Protest") submitted by Katz &Associates Seal Beach ("Katz")with regard to the subject Request for Proposals ("RFP") identified above. Stanton The Protest submitted by Katz was not in strict conformance with the requirements Tastin set forth in with the RFP pursuant to Section XI. FILING OF PROTESTS AND Vilia Park PROTEST PROCEDURES. subsection B.2., because the grounds for protest did 'f not reference the appropriate legal authority, nor did the requested relief cite the Yorba statutory or case law basis for such relief. Certain information regarding the Affected County of Orange ` Parties was not included in the Protest, but the Sanitation District is cognizant that Katz was not in possession of that information at the time the Protest was due. Costa Mesa Nonetheless, the Sanitation District has reviewed and considered the Protest, and provides its determination herein. Midway City Sanitary District The Protest was based on two grounds: Irvine Ranch 1. Incumbent advantage Water District 2. The award recommendation belies OCSD's claims of impartiality I. With regard to incumbent advantage, the Protest states: "1. Incumbent advantage: The original version of the RFP contained the following statement: "The highest scores for this section will be provided where related programs demonstrate the following: 1. Technical experience in developing and implementing a comprehensive public outreach program for the pre- `" •,e rar Ewr, - construction/construction phases of the Newport Beach collections programs." (Attachment 1) We protect pritlic health and the environment by providing effective wastewater collection, treatment, and recycling. A Return to Mende Report t� 3 `xVP� Katz &Associates, Sarah M. Katz Page 2 of 8 June 27, 2013 This language immediately raised a red Flag, indicating as it does that an incumbent was not only likely but that the incumbent would have preference in selection based on previous work that could not be matched by other submitting agencies. It is not a rare situation to place into an RFP certain clauses that preclude a balance opportunity for all submittals. It occurs when agencies have people that have done well for them and they want to hire again. When we inquired about this advantage we were told two things: a. There is no incumbent for this program b. We (OCSD) rarely hire outside agencies but rather do most of the work internally Subsequently, the language in this section was broadened and created the appearance that any outside agency could gain this advantage if it had similar experience. (Attachments 2, 3) Rather than indicate that another agency had experience for OCSD in Newport Beach and even experience directly related to this RFP, OCSD continued to maintain that any agency had an equal chance to be selected." I have examined this issue, and make the following findings: A. RFP Requirements Although the RFP, as originally issued, contained a statement concerning experience in developing and implementing a comprehensive outreach program for the pre-construction/construction phases of the Newport Beach collections program, that statement was subsequently deleted and replaced with the following language in Addendum No. 2 to the RFP: "This section shall demonstrate that the Proposer has successfully completed programs of a similar nature. This section should include at least three reference programs with the following information: • Program Name, Location, and Owner's name. • Client contact information including the name, title, current phone number and current email address. • The dates work was performed. If work has not yet been completed, list the anticipated date of completion. Programs completed more recently are considered more relevant. • The involvement of team members proposed for this program and their role and responsibility on the reference program. Additional programs may be listed without full reference information. The highest scores for this section will be provided where the related programs demonstrate the following: SAh, 41 N i9 9 4Y fN'"P THE ENVSPi Katz&Associates, Sarah M. Katz Page 3 of 8 June 27, 2013 1. Technical experience in developing and implementing a comprehensive outreach program of a similar size and nature as the Newport Beach collections program. (i.e. experience in working with homeowners in gated residential communities, Homeowners Associations, businesses. 2. Experience working with public agencies. 3. Strength and stability of the firm. 4. Strength, stability, experience and technical competency of subconsultants."[emphasis added] This evaluation criteria presents an opportunity for consultants to demonstrate their qualifications through their experience in similar projects, and is not limited to the Newport Beach Program; therefore the Sanitation District's evaluation of proposals considered each consultant's experience in projects of similar size and nature, and such evaluation was not limited to experience in Newport Beach or even experience directly related to the RFP. Based on my review of the Protest, RFP, and related facts, there is no evidence that the Sanitation District structured the evaluation criteria to accommodate a preference for any proposer or modified the RFP merely to create the appearance of an open qualifications based selection process. Furthermore, there is no evidence that any "preference, points, or other measure"was granted on the basis of relevant Newport Beach experience. It should be noted that Related Program Experience was only one of three (3) evaluation criterion, and was weighted 35%. The RFP contained three (3) criterion upon which proposers were evaluated. The criteria and associated weightings are as follows: Criterion 1 Weighting Program Understanding and Approach 35% Related Program Experience 35% Program Team and Staff Qualifications 30% B. Incumbency of Constructive Community Relations The Newport Beach Program involves scheduling five projects to occur within a four to five year period. This is being done to minimize the length of time construction activities will impact the City of Newport Beach. Accordingly, staff determined that a consolidated construction outreach approach would be the most effective and efficient method to address the needs of the program. Due to the expected workload for this program, recent reorganizations and increased "iv s"xita rro Return to Mende Report 5� 9 �2 S fcr• '"` `"V"� Katz&Associates, Sarah M. Katz Page 4 of 8 June 27, 2013 workloads at the Sanitation District, it was determined that outsourcing would be an appropriate way to augment staff resources. In response to questions raised at the Pre-Proposal Conference for this RFP about the approach OCSD was taking in issuing the RFP, the Sanitation District staff responded that the Sanitation District generally does construction outreach in-house, and that if construction outreach firms are used, they would be hired as subconsultantslsubcontractors by the design consultants or construction contractors. Staff further explained that the Newport Beach Program is the first of its kind to ensure a consistent approach across all the projects; otherwise, if past practices were used, there would be a risk of having five different consultants. It is important to note that the Newport Beach Program is a relatively new concept at the Sanitation District. The following five projects make up the Newport Beach Program: • Project No. 5-47 Rehabilitation of Balboa Trunk Sewer • Project No. 5-63 Dover Drive Trunk Sewer Relief • Project No. 5-60 Newport Force Main Rehabilitation • Project No. 6-17 District 6 Trunk Sewer Relief • Project No. 6-19 Southwest Costa Mesa Trunk Katz' protest raises the issue that the Sanitation District did not indicate that another agency had experience working for the Sanitation District in Newport - Beach, or even work experience directly related to this RFP. I reviewed records to determine the extent of Constructive Community Relations ("CCR") participation on Sanitation District projects. I found the following: 1. The Sanitation District has not awarded a direct contract to CCR in the past ten years, other than the purchase order described in 2. below, which was initiated with KW Communications Consulting. 2. The Sanitation District issued a purchase order to KW Communications Consulting to provide outreach services for the following projects: • Warner Avenue Sewer Relief Project[Project 11-22]. This project was awarded in 2003, and has been completed. The project is located in Huntington Beach. • Bushard Trunk Sewer Replacement System [Projects 1-2- 4 and 1-2-4A] These projects are located in Huntington Beach and were completed in 2008 and 2009, respectively. Nyy 5AN1�q�/ o � N BNB LNE EM " Katz &Associates, Sarah M. Katz Page 5 of 8 June 27, 2013 3. Rehabilitation of Magnolia Trunk Sewer[Project 3-58] CCR was a subconsultant on the Design-Builder's team. The Magnolia project was completed in 2011 . This project is located in Fountain Valley. 4. Newport Force Mains Sewer Rehabilitation [Project 6-60] CCR has been identified in two separate capacities associated with projects located in Newport Beach. It appears that the project represented on the CCR website may be referring to Project 5-58, Newport Trunk Sewer and Force Mains. Newport Trunk Sewer and Force Mains [5-58] CCR was hired by Butier Engineering who was under contract to provide construction management services. Part of the work involved a pipeline that runs between the Sanitation District's Plant 2 and the Bitter Point Pump Station. As can be seen on Exhibit A, the Bitter Point Pump Station is at the westernmost end of the Newport Force Mains Sewer Rehabilitation project. Work on the pipeline between the pump station and Plant 2 is located west of and beyond the Project 5-60 Newport Force Mains Sewer Rehabilitation project described below. The work on this project [5-58] is not geographically related to the Newport Beach Program. Construction on this project ended in 2011. Newport Force Mains Rehabilitation Final Design [Project 5-60] Brown and Caldwell is under contract to the Sanitation District to furnish the final design for the project. Brown and Caldwell's proposal identifies CCR as a subconsultant. Staff verified with the Brown and Caldwell Vice President/Project Manager for this contract that the subconsultant agreement between the two firths has not been executed. CCR has not performed any work on Project 5-60. The outreach services work has been down scoped and the budget has been reallocated to other areas of the design work due to the issuance of this RFP. It is important to note that during this ten year span, the Sanitation District issued some 37 collections capital construction contracts. The fact that CCR participated as a subconsultant/subcontractor in several collections projects out of the total of 37 does not indicate a significant level of participation or incumbency at the Sanitation District. As a subconsultant/subcontractor, CCR would only have a contractual "1V Mt �.. y Return to Aaentla Report i ' E "J Katz&Associates, Sarah M. Katz Page 6 of 8 June 27, 2013 relationship with the design consultant or construction contractor and would not have a clienUagency relationship with OCSD. Katz' assertion that the Sanitation District has an incumbent relationship with CCR is not supported by the facts. There is nothing that supports Katz' assertion that the Sanitation District structured the requirements of the RFP to accommodate a preference for CCR. It. With regard to the second basis for protest asserting that the Sanitation District is not impartial, the Protest states: " 2. The award recommendation belies OCSD's claims of impartiality. Katz&Associates has no previous knowledge of the quality or expertise of the recommended firm, Constructive Community Relations, and by this protest does not criticize that frm's approach or its success in the past. However, given OCSD's claims of a level playing field, it is important to note that an existing relationship, not disclosed to other submitting agencies despite inquiries, creates the appearance of favoritism in the selection. Here is information from the website of Constructive Community Relations, Inc. that clearly establishes not only client/agency relationships between CCR and OCSD but also a specific project relationship to the Newport Beach Program. Experience indicated in the "Portfolio" section of www.ccrinfo.com: Orange County Sanitation District • Bushard Trunk Sewer Replacement System • Warner Ave. Sewer Relief Project • Newport Forcemains Sewer Replacement (Note: the last project indicated above directly relates to one of the five projects in this RFP, indicated as "Project No. 5-60 Newport Force Main Rehab."Regardless of whether that experience at CCR is a previous phase or a current one, or whether the principals participated as part of another team, the clear indication is of work directly related to this Newport Beach program." In the "About Us" section of www.ccrinfo.com: "For more than four years, Ms. Erguiaga served as the community liaison for the Orange County Water District and Orange County Sanitation District's joint Groundwater Replenishment System's $481 million Advanced Water Purification Facility and Barrier Facilities Wells. She also served as the community liaison for Phase 11 of the Orange County Sanitation District's p sxxn fC aW Katz&Associates, Sarah M. Katz Page 7 of 8 June 27, 2013 Bushard Trunk Sewer Replacement Project, a highly controversial four-mile pipeline installed in the cities of Huntington Beach and Fountain Valley." "Ms. DeCriscio has more than 15 years of experience developing and implementing challenging public outreach and marketing programs for the Orange County Transportation Authority (OCTA), Orange County Water District (OCWD) and Orange County Sanitation District(OCSD). "In addition, she recently served as community liaison for Orange County Water District and Orange County Sanitation District's joint Groundwater Replenishment System's Pipeline Construction Project." In the "Project Highlights" section of www.ccrinfo.com Ground Water Replenishment System "The Groundwater Replenishment System is a $485 million innovative water purification system recently constructed by the Orange County Water District (OCWD) and Orange County Sanitation District (OCSD). Constructive Community Relations partners, Jill DeCriscio and Kira Woodruff- Erquiaga were key members of the public outreach program development and implementation team, and were instrumental in gaining community support and acceptance of the four-year project and its temporary construction inconveniences." Bushard Avenue Trunk Sewer Project-Phase 2 'Orange County Sanitation District's $68 Million Bushard Trunk Sewer Replacement pipeline project involved replacing a 108-inch diameter pipeline that stretched four miles through the heart of the cities of Fountain Valley and Huntington Beach. Strong neighborhood opposition and significant communication challenges were present resulting from the previous construction phase and impending neighborhood litigation. The CCR team is credited with developing and implementing a successful community outreach program that engaged and informed neighbors by handling their questions and concerns in a professional and timely manner. Through our proven tactics, we were able to gain positive media exposure and convert highly skeptical neighbors into project supporters by the end of the project. Our outreach efforts allowed the district to illustrate the important role neighbors play in a project of this magnitude and restore neighbors' faith in the district." Return to Mende Report c � P '"` Katz&Associates, Sarah M. Katz Page 8 of 8 June 25, 2013 Based on this experience, Katz &Associates can only conclude that OCSD's dual claims of"no incumbent agency" and "we don't usually hire outside agencies" are invalid in this case. While OCSD may claim that technically there is no incumbent, that position is merely a matter of semantics." A. Impartiality The Protest states that the award recommendation belies OCSD's claims of impartiality. In support of that position, the Protest cites sections from CCR's website and jumps to the conclusion that OCSD's statements"belie OCSD's claims of impartiality." Staff has reviewed CCR's website, as well as our own records about CCR's participation in Sanitation District projects. There is no evidence that the evaluation committee for this RFP was not impartial in its review of the proposals and consultant interviews. The fact that CCR has participated on several Sanitation District projects as a subconsultant/subcontractor over the past ten years is not evidence that the evaluation committee was not impartial in their review of the proposals nor is it evidence of favoritism. In summary, the Katz Protest fails to demonstrate that the Sanitation District structured this RFP so as to accommodate a preference for any proposer. The Katz Protest fails to demonstrate that CCR is the"incumbent" Construction Outreach consultant at the Sanitation District. The Katz Protest fails to demonstrate that CCR had any advantage over the other proposers due to work performed as a subconsultant/subcontractor on the Newport Beach Force Mains Project. No evidence has been presented or has been found to support Katz claim of unfairness or impartiality. This Protest is without merit, and is therefore denied. - you ny questions, please contact the undersigned through profeAssi/onalse 'ces@ocsd.com /N Marcis, C.P.M. Purchasing Manager Enclosure EDMS: Contract File 5.5.4f jV 6 1. I O WZ THE EMH`P� cc: 1. Simon Wong, PE, SE Vice President Simon Wong Engineering 2 Ada, Ste. 250, Irvine, CA 92618 swong 4si monwonaeno.com Phone: (949) 727-4466 Fax: (949) 727-9242 2. Alex Hashtroudi, PE General Manager Caltrop Communications 2415 Campus Drive, Ste. 265 Irvine, CA 92612 a hashtroud i(dicaltrop.com Phone: (949) 337-4280 Fax: (949) 337-4281 3. Kira Woodruff-Erquiaga Partner Constructive Community Relations 27171 Burbank Street, Ste, 101 Foothill Ranch, CA 92610 Kiraaccrinfo.com Phone: (949)458-1114 Fax: (949) 666-7892 - Talbert IEXHIBIT A Newport Beach 6-1g i ; Southwest Planned Projects rl i (--------j Costa Mesa (, i Trunk (6116.5118) ! i OCSo i TREATMENT - Z / 1 ORANGE COUNTY SANITATION DISTRICT INFORMATION TECHNOLOGY-2W DBtlICt6 / ( ENTERPRISE INFORMATION MANAGEMENT(EIM) Trunk Sewer - ! , Geographic InfonnatlonSystems Relief I •`.\ 10844 ELLISAVENUE (d115-S1i6) •�•�•\ FOUNTAIN VALLEY,CA 92708 Legend OuHells \� \ C. 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'-s- —• i \ ��al" ' ,\ .. ,\ j Dares man SMaocn N. \ _L I N ,__ _ �• Pump Station 1 inch=2,000 feet ` 0 10 1'. iWO F. ----------------------- - - Updated February 2013 ITEM 7 MINUTES STEERING COMMITTEE MEETING Orange County Sanitation District The Steering Committee meeting convened on Wednesday, June 26, 2013, at 5:30 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS STAFF PRESENT PRESENT: Jim Herberg, General Manager Troy Edgar, Chair Bob Ghirelli, Assistant General John Anderson, Vice-Chair Manager Tom Beamish, Operations Committee Nick Arhontes, Director of Facilities Chair Support Services Brad Reese, Administration Committee Nick Kanetis, Director of Engineering Chair Jeff Reed, Director of Human John Nielsen Resources John Withers Ed Torres, Director of Operations & Maintenance COMMITTEE MEMBERS ABSENT: Lorenzo Tyner, Director of Finance & Administrative Services None. Maria Ayala, Clerk of the Board Janine Aguilar Jennifer Cabral Al Garcia Norbert Gaia Michael Gold Denise Martinez Rich Spencer OTHERS PRESENT: Brad Hogin, General Counsel Jim Ruth, Consultant PUBLIC COMMENTS: None. COMMITTEE CHAIR REPORT: Chair Edgar reported on the Sanitation District's Strategic Plan planning process. Part of the process may also include a potential legislative leadership group working with the District's lobbyists in the future. Minutes of the Steering Committee June 26, 2013 Page 2 of 3 GENERAL MANAGER REPORT: General Manager, Jim Herberg, announced that his monthly report includes information on the Sanitation District's outreach program. He also announced that next week's Operations Committee Meeting will be held at Plant 2; and a walking tour will be given to the Committee prior to the meeting. CONSENT CALENDAR: 1. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of the May 22, 2013 Steering Committee Meeting. ACTION ITEMS: None. INFORMATION ITEMS: 2. Legislative Update Michael Gold provided a legislative update on various bills that may pose a significant impact to the District. CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54957.6, 54956.9(d)(4), and 54956.9(d)(2). The Committee convened in closed session at 5:41 p.m. to discuss five items. Confidential Minutes of the closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENE IN REGULAR SESSION: The Committee reconvened in regular session at 6:27 p.m. Minutes of the Steering Committee June 26, 2013 Page 3 of 3 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 6:27 p.m. Submitted by: Maria E. Ayala Clerk of the Board STEERING COMMITTEE Meeting Date TOBA.Of Dir. 07/24/13 07/24/13 AGENDA REPORT Item Number Item Number 4 B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ORANGE COUNTY RETIREMENT SYSTEM (OCERS) UNFUNDED ACTUARIAL ACCRUED LIABILITY (UAAL) AMORTIZATION PERIOD GENERAL MANAGER'S RECOMMENDATION A. Declare the Orange County Sanitation District's position on the changes to the Orange County Retirement System (OCERS) Unfunded Actuarial Accrued Liability (UAAL) Amortization Period; and B. Provide direction to the General Manager on measures to be taken in representing declared Board position. SUMMARY The Sanitation District is a member agency of the Orange County Retirement System (OCERS). Based on the composition of our staff, the Sanitation District makes annual payments to OCERS to ensure there are sufficient funds to support our portion of the system. Currently, as a result of recent investment performance and future economic projections, OCERS has reported an Unfunded Actuarial Accrued Liability (UAAL), a gap between the funds collected and amount required to support the system. OCERS has developed a plan to fund this liability using a 30-year amortization schedule. As a result, all member agencies are required to increase their payments to OCERS during this period. Continuation of the use of this 30-year period was recommended by the OCERS actuarial and approved by the OCERS Board in June. However, the OCERS Board will be reconsidering the 30-year period and potentially shorten the amortization period, perhaps to 25 years or less. Reducing the amortization period would reduce interest costs over the amortization period, but result in increased payments by all member agencies, including the Sanitation District. Page 1 of 2 As a result of OCERS changes to its economic assumptions, the Sanitation District will incur additional payment costs of $2.6 million in 2014 and an additional $2.6 million 2015. As these assumption changes were approved after the completion of our five- year rate program, these impacts are not included in our current cash flow model. It will be necessary to identify expenditure/service/revenue adjustments beyond the planned reserve reduction to accommodate these costs. The shortening of the amortization period from 30 years to 25 years will require additional adjustments beyond that. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION None CEQA None BUDGET / DELEGATION OF AUTHORITY COMPLIANCE None ATTACHMENT The rollowing attachment(s) are provided in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Actuarial Summary • OCERS Actuarial Report Page 2 of 2 Return to Aoenda Reporl ORANGE COUNTY CCERS FMPL nYEFs RETIREMENT SYSTEM sRTw.gmm�rnPH.rra April 30,2013 awnMd n+.NmaR r � CI CANNOREAR, CAeISIRANO COUNTY OF ORANGE James Herberg, P.E. OR.NOECOGNOw Orange County Sanitation District CEmEIERYolsmEt 10844 Ellis Avenue Fountain Valley, CA 92708-7018 ORANGE COUNTY CHILDREN NFAmIpE6 COMM16610N ' ORANGE COUNTY Dear Mr. Herberg, DEPARTMENTOF EDUCATION(CLOaDTO I am writing to provide your agency with some background to an issue that has been NEW MEMREPS) under consideration for several months by the Board of Retirement of the Orange County ORANGECDUNIv EmployeesEMPOYES Retirement System (OCERS) With changes to public pension plan reporting g REEMGMRNTSY.. requirements coming into effect next year due to the implementation of GASB ORANGE COUNTY FIRE (Governmental Accounting Standards Board) 67, it is necessary for OCERS to pull its AurmoM Y existing actuarial funding policy together into a single policy document. OCERS' CHANGE 00mN IY iN-Home actuary, The Segal Company, is taking this opportunity to review current policy and SUPFORTIVE SERVICE6 PUHUCA TORITY recommend some modifications. ORANGECOINI Y LOCAL h AGENCY I The Segal gal Company finds that the majority of OCERS' current funding policies are well within the scope of model practices, and Segal is making only minor change onn^vnncowTY P'T L recommendations. One key modification Segal is recommending is that OCERS change `A`°`E"'RY how long it amortizes future unfunded liabilities caused by changes in actuarial oHANOL COUNTe assumptions. Similar to a home mortgage, an amortization period determines how long it IgRl11,ON OISINCT is going to take for an employer participating in OCERS to pay off its unfunded °x''NG"R`UDN" liabilities...Let's saythat OCERS assumed our members would live another 20 ears 'AIAl L'ORTA1ION Y AU[IIO"LL" following retirement, but experience turns out to be different and we have to increase the SUF,:RmR couRT GF ! years we assume a retired member will live causing an increase in liability to the fund. Gi L FORv]A,COUNTY Or ORANn Presently we would take 30 years to pay off that liability. The Segal Company, working with the California Actuarial Advisory Panel suggests that the Board lower the faCL,ELL.L A, - corcnmon nGErvass amortization period to 25 years for those future liabilities. Please note that because[hose ua M.O,rAT(INTER AND are future liabilities Segal cannot estimate what the cost impact might be as it has not yet CAN II-((Lareo TO occurred. MR,E,) ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM ♦2223 E. Wellington Avenue,Suite 100,Santa AND. CA 92701 _ Telephone(714)558-6200 Fax(714)558-6234 While Segal has not made a recommendation to change the period for amortizing current liabilities [presently standing at $4.5 billion], questions have been posed to Segal during the discussions as to the impact of either lengthening the amortization period by more than its present 30 year limit, as well as the impact of shortening it even further than the recommended 25 years. Of course taking a longer time to pay (lengthening the amortization period) would lower employer's contribution rates, though it would cost more in total interest over the long term, while shortening the amortization period would - cause employer contribution rates to rise in absolute dollars, though it would save total interest costs over that shortened period of time. The OCERS Board voted at their monthly meeting held on April 15, to return to this topic when they meet on June 17 to allow our various stakeholders time to further study this issue and share their thoughts or recommendations with the OCERS Board at that later date. Please feel free to contact me should you have any questions, comments or concerns regarding this material. Sincerely, Steve Delaney _ CEO Orange County Employees Retirement System 2 Funding Policy Actuarial Funding Policy June 17 , 2013 ANDY YEUNG , ASA, MAAA, FCA, EA Vice President and Associate Actuary The Segal Company 52540810 _T�_ SEGAL I OCERS - Actuarial Funding Policy Funding Policy Components ➢ Actuarial Cost (Funding) Method — allocates costs to time periods , past vs . future ➢ Asset Smoothing Method — assigns a value to assets for determining contribution requirements ➢ UAAL Amortization Policy — how, and how long to fund difference between liabilities and assets ➢ Interest crediting and excess earnings policy Unique to 1937 Act county systems Generally separate from funding policy Slide 2 _T�_ SEGAL OCERS - Actuarial Funding Policy Funding Policy and Annual Cost Amortization of Unfunded Actuarial Accrued Liability Actuarial Unfunded Value of Actuarial Accrued Assets Liability Mesent Value of Future Normal Costs Normal Cost Slide 3 � SEGAL OCERS - Actuarial Funding Policy General Policy Objectives 1 . Future contributions plus current assets sufficient to fund all benefits for current members Contributions = Normal Cost + full UAAL payment 2 . Reasonable allocation of cost to years of service Both expected costs and variations from expected costs 3 . Reasonable management and control of future employer contribution volatility Consistent with other policy objectives Slide 4 rt � SEGAL OCERS - Actuarial Funding Policy Return to Agenda Rem General Policy Objectives 4 . Support public policy goals of accountability and transparency ➢ Clear in intent and effect ➢ Allow assessment of whether, how and when sponsor will meet funding requirements ➢ Enhance credibility and objectivity of cost calculations Slide 5 '� SEGAL I OCERS — Actuarial Funding Policy General Policy Objectives ➢ Policy objectives 2 and 3 reflect two aspects of the general policy objective of "interperiod equity" ( IPE ) . ➢ Objective 2 promotes "demographic matching" intergenerational interperiod equity ➢ Objective 3 promotes "volatility management" �, period-to-period interperiod equity ➢ These two aspects of IPE tend to move funding policy in opposite directions . policy objectives 2 and 3 combine to seek to balance intergenerational and period-to-period IPE demographic matching vs. volatility management Slide 6 '� SEGAL OCERS - Actuarial Funding Policy OCERS Current Funding Policy ➢ Cost method Entry Age Normal (EAN) ➢ Asset smoothing method 5-year smoothing period without a market value corridor Reaffirmed by the Board in 2009 ➢ UAAL amortization policy Layered approach for UAAL established after 12/31 /2004 15 years for gains or losses and plan amendments 30 years for assumption changes UAAL prior to 12/31 /2004 combined and amortized over 30 years 22 years left as of 12/31 /2012 Level percent of pay amortization Slide 7 _T�_ SEGAL I OCERS - Actuarial Funding Policy Funding Policy Recommendations ➢ No change to Entry Age Normal cost method Used by other California public retirement systems ➢ No change to asset smoothing method Most California public retirement systems use 5 years y Sacramento CERS & two City of LA plans use 7 years Use the same period to smooth investment gains and losses Slide 8 _T�_ SEGAL I OCERS — Actuarial Funding Policy Return to Agenda RepoN Funding Policy Recommendations ➢ Focus of today's discussion is on amortization policy ➢ Separate decisions on future versus current UAAL ➢ Emerging model practices for (future) UAAL amort. Shorter than 30 years for assumption changes Plan Amendments Shorter periods than for other sources of UAAL r Particularly for Early Retirement Incentive Programs Surplus Longer periods than for UAAL Allows consideration of other Surplus management tools Slide 9 _T�_ SEGAL OCERS — Actuarial Funding Policy Funding Policy Recommendations ➢ Amortization periods for current UAAL Equivalent single amortization period : between 19 and 20 years as of 12/31 /2012 No compelling actuarial reasons for shortening or lengthening the amortization periods for current UAAL Unless goal is to accelerate or decelerate plan's progression to 100% funding • With a corresponding increase or decrease in current employer contributions Slide 10 '� SEGAL OCERS — Actuarial Funding Policy Amortization Policy ➢ Component of Annual Contribution Normal cost plus amortization of unfunded liability ➢ Sources of Unfunded Liability Plan changes Assumption or method changes Gains / losses ➢ Amortization policy includes : Structure: Single UAAL or in layers Also: fixed (closed) or rolling (open) amortization Payment pattern : level dollar or level percent of pay Periods: how long to fund the UAAL Slide 11 _T�_ SEGAL OCERS — Actuarial Funding Policy Amortization Structure ➢ OCERS amortizes UAAL in layers ➢ Model approach : multiple amortization layers First layer is the combined UAAL as of December 31 , 2004 Each year, new layer of UAAL for gain/loss, assumption/method changes, plan amendments Can use different periods for different sources of UAAL v OCERS: 15 years for gains or losses and plan amendments v 30 years for assumption or method changes ➢ Key issue: current UAAL layers as of December 31 , 2013 (proposed effective date) Current net amortization equivalent to about 19-20 years Could simply continue current declining amortization periods Or adopt a shorter/longer period — with immediate cost impact Slide 12 _T�_ SEGAL I OCERS - Actuarial Funding Policy Return to Agenda Repoli Illustration of Amortization Methods 7.25% interest 30 years 30 years 25 years 20 years 15 years 3.75% salary incr. Flat dollar % of pay % of pay % of pay % of pay Increase in AAL 1,000,000 1 ,000,000 1 ,000,000 1 ,000,000 1 ,000,000 Amortization factor 12.1037 18.0116 16.1061 13.8568 11.2017 (first year) 0.082620 0.055520 0.062088 0.072167 0.089272 Amortization amount Year $ 82,620 $ 55,520 $ 62,088 $ 72,167 $ 89,272 Year15 $ 82,620 $ 92,957 $ 103,954 $ 120,828 $ 149,469 Year20 $ 82,620 $ 111 ,743 $ 124,963 $ 145,248 $ 0 Year30 $ 82,620 $ 161 ,474 $ 0 $ 0 $ 0 Total amount paid Principal $ 1 ,000,000 $ 1 ,000,000 $ 1 ,000,000 $ 1 ,000,000 $ 1 ,000,000 Interest 1 ,478,589 1 ,986,918 1 ,500,357 1 ,094,084 754,709 Total $ 2,478,589 $ 2,986,918 $ 2,500,357 $ 2,094,084 $ 1 ,754,709 Slide 13 _T�_ SEGAL OCERS - Actuarial Funding Policy Illustration of Amortization Periods - Annual Payment ($ in 000s) $200 —C-30 Years Level Dollar t30 Years Level Percent —A�25 Years Level Percent t20 Years Level Percent t15 Years Level Percent $150 N 0 0 c_ w c E $100 m a m 3 c c Q $50 Annual Payment on $1 Million UAAL $o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Beginning of Year Slide 14 � SEGAL OCERS — Actuarial Funding Policy Neqative Amortization ➢ $ 1 , 000 , 000 liability, 7 .25% interest ➢ First year interest only is $72 , 500 ➢ With level dollar payments , payments are always greater than interest ➢ With level percentage payments , early payments can be less than interest y UAAL increases (but not as a percentage of payroll ! ) s Eventually larger payments cover interest plus increased UAAL r With current assumptions, negative amortization if amort. period is longer than about 20 years Slide 15 '� SEGAL OCERS - Actuarial Funding Policy Illustration of Amortization Periods — Outstanding UAAL Balance ($ in 000s) $1,500 —C-30 Years Level Dollar t30 Years Level Percent —A�25 Years Level Percent t20 Years Level Percent t15 Years Level Percent $1 Million Initial UAAL Balance H c $1,000 C_ N U C N m3 C C $500 A N 3 ° Outstanding UAAL Balance $o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Beginning of Year Slide 16 rt _T�_ SEGAL I OCERS — Actuarial Funding Policy Return m Aaentla Repo Model Fixed Layer Periods ➢ Tradeoff between demographic matching and volatility management Two aspects of Interperiod equity" Constraint: consideration of negative amortization Exception : volatility generally N/A for plan changes ➢ Under 15 years : too volatile ➢ Over 20 (25?) years : too much neg . amortization s 25 is the new 30 : "out of bounds marker" s 30 years reserved for surplus r Normal Cost requires UAAL/surplus "asymmetry" Slide 17 _T�_ SEGAL OCERS — Actuarial Funding Policy Model Amortization Periods ➢ Gains and losses : 15 to 20 years y Volatility management, but avoid too long a period ➢ Assumption and method changes : 20 to 25 years y Long term remeasurements , so could justify longer amortization than for gains and losses To illustrate impact, what if assumption changes approved in the last 6 years were amortized over 25 year instead of 30 years? (see Segal's April 4 , 2013 letter) r 0 . 3% to 0.9% of payroll , depending on Rate Group Slide 18 _T�_ SEGAL I OCERS - Actuarial Funding Policy Model Amortization Periods ➢ Plan amendments : demographic ( 15 yrs . or less) y Avoid any negative amortization since changes are within control of plan sponsor s Demographic matching for actives or inactives s Much shorter for Early Retirement Incentives (< 5 yrs) Slide 19 _T�_ SEGAL OCERS - Actuarial Funding Policy Contributions when Plan has surplus ➢ Usual contribution is NC plus UAAL amortization ➢ Surplus : contribute NC minus Surplus amortization ➢ Short surplus amortization periods means contribution holidays , even with modest surplus See late 1990s for real life examples ➢ Recommended approach : minimum contribution 30 year amortization of surplus ➢ CaIPEPRA further limits amortization of surplus Funded ratio has to be > 120% Slide 20 '� SEGAL I OCERS - Actuarial Funding Policy Return to Agenda Repoli Alternative Periods for Future UAALs ➢ Applies only to future changes in UAAL No immediate impact to contribution rates Any changes would be implemented in 12/31 /2013 valuation and would apply to any new changes in UAAL on or after 1 /1 /2013 Source Current Alt #1 Alt #2 Alt #3 Actuarial Gains or 15 15 20 15 Losses Assumptions or 30 20 20 25 Method Changes Plan Amendments 15 15 or less 15 or less 15 or less ERIPs 15 Up to 5 Up to 5 Up to 5 Actuarial Surplus 15 30 30 30 Slide 21 '� SEGAL I OCERS — Actuarial Funding Policy Alternative Periods for Future UAALs ➢ Option discussed at February 19 meeting Source Current Option Actuarial Gains or 15 20 Losses Assumptions or 30 30 Method Changes Plan Amendments 15 15 or less ERIPs 15 Up to 5 Actuarial Surplus 15 30 Balance policy objective 2 (demographic matching) vs objective 3 (volatility management) Need to consider balance between intergenerational and period-to-period IPE Slide 22 SEGAL OCERS - Actuarial Funding Policy Q U E S T 10 N S Slide 23 '� SEGAL I OCERS — Actuarial Funding Policy Alternative Periods for Current UAA1 ➢ Board may consider shorter (or longer) amortization period for current UAAL ➢ Most clear and direct actuarial policy action to accelerate plan 's progression to 100% funding ➢ Impact of shorter amortization for current UAAL s Any change would not be implemented until 12/31 /13 valuation s Re-amortize UAAL from 12/31 /12 s Re-amortize change in investment return assumption r Would already have been included in UAAL as of 12/31 /12, with 30 year amortization Slide 24 SEGAL I OCERS — Actuarial Funding Policy Return to Agenda Repoli Alternative Periods for Current UAAL ➢ Impact of shorter amortization for current UAAL on employer rate: UAAL Change in ER Rate (% of Pay)* Dollar 10 Yrs 15 Yrs 20 Yrs Amount 12/31/12 UAAL excl. $4,741 .1 M +13.5% +3.6% -1 .3% Assumption Changes 12/31/12 $934.6 M +3.9% +1 .9% +0.9% Assumption Changes Total $5,675.7 M +17.4% +5.5% -0.4% " Does not include adjustment for 18-month delay in contribution rate implementation. Slide 25 '� SEGAL OCERS — Actuarial Funding Policy Alternative Periods for Current UAAL ➢ Other amortization periods for current UAAL discussed at February 19 meeting — shorter than current: UAAL Change in ER Rate (% of Pay)* Dollar 16 Yrs 17 Yrs 18 Yrs 19 Yrs Amount 12/31/12 UAAL excl. Assumption $4,741 .1 M +2.4% +1 .3% +0.3% -0.5% Changes 12/31/12 Assumption $934.6 M +1 .7% +1 .4% +1 .3% +1 .1 % Changes Total $5,675.7 M +4.1 % +2.7% +1 .6% +0.6% Does not include adjust. for 18-month delay in contribution rate implementation. Slide 26 '� SEGAL OCERS — Actuarial Funding Policy Alternative Periods for Current UAAL ➢ Other amortization periods for current UAAL discussed at February 19 meeting — longer than current: UAAL Change in ER Rate (% of Pay)* Dollar 25 Yrs 30 Yrs Amount 12/31/12 UAAL excl. Assumption $4,741 .1 M -4.2% -6.0% Changes 12/31/12 Assumption $934.6 M +0.4% +0.0% Changes Total $5,675.7 M -3.8% -6.0% Does not include adjust. for 18-month delay in contribution rate implementation. Slide 27 '� SEGAL OCERS — Actuarial Funding Policy Alternative Periods for Current UAAL ➢ Other amortization period for current UAAL discussed at February 19 meeting — future working lifetime: Funding the UAAL over the years the current active employees are expected to work before receiving benefit Referred to as average future working lifetime, average future service years, average remaining service lifetime, etc. No universal agreement on terminology or method of calculation Under one definition used for corporate pension plan: About 11 years for OCERS ➢ Balance policy objective 2 (demographic matching) vs objective 3 (volatility management) ➢ Need to consider balance between intergenerational and period-to-period IPE Slide 28 SEGAL I OCERS - Actuarial Funding Policy Return to Agenda Rem Alternative Periods for Current UAAL ➢ Reverse pickups by certain employees y Agreement between employer and employee to pay for the past and/or future cost of benefit enhancements s Use at Orange County and some other California public retirement systems y Terms of agreement not under purview of the board of retirement Slide 29 _T�_ SEGAL I OCERS — Actuarial Funding Policy Funding Policy Recommendations ➢ EAN Cost method No changes recommended ➢ Asset smoothing method No changes recommended ➢ UAAL amortization policy For (current) UAALs established prior to 12/31 /2012 r No changes recommended unless the Board wishes to accelerate or decelerate progress to 100% funding For (future) UAALs established after 12/31 /2012 r Consider one of the alternative sets of amortization period (Alt #1 , #2 or #3) Slide 30 � SEGAL I OCERS - Actuarial Funding Policy Future Discussion Topics ➢ Aggregation of Tier 1 and Tier 2 normal cost ➢ Employer/member sharing of the cost of annual payoffs ➢ Anticipated COLA as an assumption in determining optional forms of retirement benefit ➢ GASB 67/68 Slide 31 � SEGAL OCERS - Actuarial Funding Policy Q U E S T 10 N S Slide 32 ITEM 9 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on July 3, 2013, at 6:00 p.m. at the OCSD Plant 2 Control Center. (The Operations Committee was led on a walking tour of Plant 2 prior to the meeting being called to order. The Tour began at 5 p.m. and concluded at about 5:45 p.m.). A quorum was declared present, as follows: Operations Directors Present: Staff Present: Tom Beamish, Chair Jim Herberg, General Manager John Nielsen, Vice Chair Nick Kanetis, Director of Engineering Keith Curry Nick Arhontes, Director of Facilities Support Steve Jones Services Lucille Kring Jeff Reed, Director, Human Resources Michael Levitt Ed Torres, Director of Operations & Maintenance Brett Murdock Lorenzo Tyner, Director of Finance & Steve Nagel Administrative Services Greg Sebourn Maria Ayala, Clerk of the Board Fred Smith Cindy Ambrose Constance Underhill (Alternate) Jennifer Cabral Troy Edgar, Board Chair Rich Castillon John Anderson, Board Vice Chair Dean Fisher Norbert Gaia Operations Directors Absent: Al Garcia David Benavides Dave Halverson David Shawver Todd Haynes Scott Nelson Others Present: Brad Hogin, General Counsel PUBLIC COMMENTS: No public comments. REPORT OF COMMITTEE CHAIR: Chair Beamish thanked Chris Cervellone, Engineering Manager, for leading the Operations Committee on a walking tour prior to the meeting. 07/03/13 operations CommRtee Minutes Page 1 of 3 REPORT OF GENERAL MANAGER: General Manager, Jim Herberg, did not give a report. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of June 5, 2013, Operations Committee Meeting. 2. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with AECOM Technical Services, Inc. to provide construction support services for the Balboa Trunk Sewer Rehabilitation Project, Project No. 5-47, for an amount not to exceed $284,951; and, B. Approve a contingency of$28,495(10%). 3. Item PULLED (by staff) ran M. Gtie. Program^G Sped.... n Ne PSA 2013 569 f9F a two yeaF peNGd $300,000, with thFee one year renewal OptiORS, ROt tO exceed $150,000 pe effeetaye August 1, 2013 through July 31, 2015, fOF an aFneunt not te e)(eeed Ste^-r^.e::mjear 4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Approve a contingency increase of $59,661 (3%) to the Professional Design Services Agreement with Black R Veatch Corporation for CenGen Emissions Control, Project No. J-111, for a total contingency of$ 258,529 (13%). 5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Award a Service Contract to Ayala Engineering for Manhole Frame and Cover Replacement, Specification No. S-2013-569, for a total annual amount not to exceed $256,950 for the period July 1, 2013 through June 30, 2014, with four one-year renewal options; and, B. Approve a contingency of$25,695 (10%). 05/01/13 Opeations CommRtee Minutes Page 2 d 3 NON-CONSENT: Umesh Murthy, CIP Project Manager, presented a brief PowerPoint presentation on the different facets of the P2-66 project. 6. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Approve a contingency increase of$499,970 (0.26%)to the construction contract with J.F. Shea Construction, Inc. for Headworks Improvements at Plant No. 2, Project No. P2-66, for a total contingency of$7,230,333 (3.76%). INFORMATION ITEMS: 7. Maximo Asset Management System Implementation Rich Castillon, Information Technology Manager, and Dave Halverson, Engineering Manager, provided an informational report on the Maximo system, its various phases and its benefits and advantages for OCSD. Board Chair Edgar departed the meeting at 6:30 p.m. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Committee Chair Beamish announced that the Operations Committee is dark in August and will not meet again until September. ADJOURNMENT: Committee Chair Beamish declared the meeting adjourned at 6:43 p.m. Submitted by: Maria E. Ayala Clerk of the Board 05/01/13 Operations CommRtee Minutes Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 0,/03/13 0]/24/13 Item AGENDA REPORT NNumber Item Nu 2 Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Eros Yong SUBJECT: BALBOA TRUNK SEWER REHABILITATION, PROJECT NO. 547 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with AECOM Technical Services, Inc. to provide construction support services for the Balboa Trunk Sewer Rehabilitation Project, Project No. 5-47, for an amount not to exceed $284,951; and, B. Approve a contingency of$28,495 (10%). SUMMARY The Balboa Trunk Sewer Rehabilitation, Project No. 5-47, will rehabilitate the existing Balboa Trunk Sewer along Newport and Balboa Boulevards between the A Street Pump Station and the Lido Pump Station in the City of Newport Beach. AECOM Technical Services, Inc. has satisfactorily furnished engineering services for the design of Project No. 5-47, and their engineering support services during construction will provide continuity through the completion of the project. The proposed engineering services during construction will be provided on an as-needed basis and will include reviewing submittals, responding to Contractor's Requests for Information, reviewing and preparing design changes, preparing record drawings, and assisting in closeout of the project. Staff negotiated with AECOM for these support services in accordance with the Orange County Sanitation District's (Sanitation District) adopted policies and procedures. A review of the proposed price was conducted using estimated quantities of Requests for Information, submittals, meetings, site visits, change order review, and design revisions, as well as the level of effort for preparing record drawings. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. Staff recommends awarding a Professional Consultant Services Agreement with AECOM for an amount not to exceed $284,951, and approving a contingency of$28,495 (10%). PRIOR COMMITTEE/BOARD ACTIONS May 2013 — Authorized the General Manager to negotiate a Professional Consultant Services Agreement with AECOM Technical Services, Inc. for construction support services for the Balboa Trunk Sewer Rehabilitation, Project No. 5-47. Page 1 of 2 August 2008 — Approved a Professional Design Services Agreement with AECOM Technical Services, Inc. for providing engineering services for Balboa Trunk Sewer Rehabilitation, Project No. 547, for an amount not to exceed $796,404. ADDITIONAL INFORMATION None. CEQA The Balboa Trunk Sewer Rehabilitation, Project No. 5-47, is within the scope of the Program Environmental Impact Report (PEIR) for the Collection System Improvement Plan, SCH# 2006101018, dated June 2007. Pursuant to CEQA Guidelines section 15168(c)(4), the Sanitation District has used a written checklist to document its evaluation of the recommended action and has subsequently identified two issue areas that merit further discussion. These are: (1) the adequacy of the air quality project specific impact analysis, and (2) issues concerning the analysis of climate change impacts in CEQA documents. After reviewing the facts and analyzing the circumstances, staff has determined that these issue areas are of no significant impact since the certification of the Final PEIR for the Collection System Improvement Plan. An addendum to the PEIR has been prepared to discuss these issues and the basis for this determination, and is retained in the Sanitation District's official files for internal reference. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2013-14 Update, Page A-7) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 07/24/13 $284,951 $28,495 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Professional Consultant Services Agreement NK:EY:dm:gc Page 2 of 2 Return to Mends Report PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the W day of July, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and AECOM TECHNICAL SERVICES, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for the Balboa Trunk Sewer Rehabilitation, Project No. 5.47; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the Delegation of Authority(DOA) Section 5.7 (f)and (g)for the selection of Construction Support Services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on July 24, 2013 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to Resolution No. OCSD 07-04 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 1 of 16 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third parry without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Two Hundred Eighty- Four Thousand, Nine Hundred Fifty One Dollars ($284,951). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 2 of 16 Return to Mends Report charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to 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 PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 3 of 16 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. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: 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. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 4 of 16 Return to Aaenda Report C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $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 To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 5 of 16 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 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 Contractor to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 6 of 16 Return to Mends Report Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. 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 Two Million Dollars ($2,000,000) 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. 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 Two Million Dollars PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 7 of 16 ($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. 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-S(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 8 of 16 Return to Mends Report • 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 parry, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97)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 Contracts Administration, Div. 230, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 9 of 16 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. 8. SCOPE CHANGES In the event of a change in the scope of the proposed project, requested by SANITATION DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 10 of 16 Return to Mends Report 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, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Gary V. Prater, Principal Contracts Administrator Copy: Eros Yong, Project Manager PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 11 of 16 Notices shall be mailed to CONSULTANT at: AECOM TECHNICAL SERVICES, INC. 999 W. Town and Country Road Orange, CA 92868-4713 Attention: Jagadish Gundariahalli 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. 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. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 12 of 16 Return to Aaenda Report 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 inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (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 PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 13 of 16 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 parry, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 14 of 16 Return to Mends Report 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 Department and may be considered in future CONSULTANT selection processes. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, Work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative Closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Agreement Acceptance as set forth above shall not be deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose nor imply Acceptance of, or agreement with, the Consultant's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 15 of 16 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: AECOM TECHNICAL SERVICES, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala 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 GVP:yp EDMS: 003974622 PCSA PROJECT NO.5-47 Revised 02/07/13 BALBOA TRUNK SEWER REHABILITATION Page 16 of 16 OPERATIONS COMMITTEE Neetlng pate TOBA.Of DIl. 071031 07/24/13 Item AGENDA REPORT Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Jeff Mohr SUBJECT: CENGEN EMISSIONS CONTROL, PROJECT NO. J-111 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $59,661 (3%) to the Professional Design Services Agreement with Black & Veatch Corporation for CenGen Emissions Control, Project No. J-111, for a total contingency of$ 258,529 (13%). SUMMARY This project will provide new emissions reduction systems for the central generation engines at both plants. In addition, as part of the Scope of Work, the Consultant evaluated existing heat recovery facilities at both plants to identify measures that would increase efficiency. Based on that study, a decision was made to implement two heat recovery elements as part of the construction project in order to realize life-cycle cost savings beyond the initial capital cost. The two elements included automating an existing chiller that uses excess steam from the engines at Plant No. 2 to provide air conditioning for the administration complex at Plant No. 1, and installation of a steam converter at Plant No. 2 that will reduce the need to purchase natural gas for digester heating. In addition, a cost-savings idea was identified following the preliminary design that will reduce both construction and long-term maintenance costs by reducing the size of platforms required. The initial capital cost savings alone could be as much as $500,000. As a result of these changes, additional contingency is required to allow for unexpected changes prior to completion of the design. PRIOR COMMITTEE/BOARD ACTIONS May 2012 - Approved a Professional Design Services Agreement with the Black & Veatch Corporation for engineering design services for Central Generation Emissions Control at Plant No. 1 and Plant No. 2, Project No. J-111, for an amount not to exceed $1,988,683 and approved a contingency of $198,868 (10%). Page 1 of 2 ADDITIONAL INFORMATION None. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2013-14 Update, Page A-10) and the budget is sufficient to cover the additional contingency requested. Date of ADDroval Contract Amount Continnencv 05/23/12 $1,988,683 $198,868 (10%) 07/24/13 $ 59,661 (3%) $258,529(13%) ATTACHMENTS None. JM:dm:gc Page 2 of 2 OPERATIONS COMMITTEE MeetingDate TOBd 0/1Di,. 07/031 07/z4/13 AGENDA REPORT Number Item N Item 2m s Nu be Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services Engineering Manager: Mark Esquer, P.E., Facilities Support Services SUBJECT: MANHOLE FRAME & COVER REPLACEMENT, SPECIFICATION NO. S-2013-569 GENERAL MANAGER'S RECOMMENDATION A. Award a Service Contract to Ayala Engineering for Manhole Frame and Cover Replacement, Specification No. S-2013-569, for a total annual amount not to exceed $256,950 for the period July 1, 2013 through June 30, 2014, with four one-year renewal options; and, B. Approve a contingency of$25,695 (10%). SUMMARY This contract is for replacing and/or adjusting approximately 150 manhole frames and covers located throughout Orange County Sanitation District's (OCSD) service area. This work typically involves raising the manhole frames and covers to new street surface elevation after paving projects have added a layer of asphalt. It also includes replacing manhole frames and covers that are corroded, damaged, or need surface improvements such as a concrete collar for the safe and adequate use of a tripod for use in confined space entry. Additionally, the contract includes coating the top section of the concrete manhole structure, as needed, to prevent future corrosion. OCSD developed specifications and advertised for bids on March 25, 2013. Bids were evaluated in accordance with OCSD Policy and Procedure. Ayala Engineering was deemed lowest responsive, responsible bidder. Staff recommends an award to Ayala. Engineer's Estimate $242,000 Bidder Amount of Bid Ayala Engineering $256,950 All American Asphalt $311,954 Paulus Engineering, Inc. $502,870 Manhole Adjusting Inc. $708,000 PRIOR COMMITTEE/BOARD ACTIONS None. Page 1 of 2 ADDITIONAL INFORMATION Approximately 90 percent of the manholes are located in city or county streets. The work will be performed with the coordination of appropriate traffic control measures which adhere to specified OCSD safety standards, as well as the traffic control requirements of the jurisdictions where these manholes are located. Approximately 10 percent of the manholes are located in easements where OCSD has public utility access rights and will, most likely, not require any traffic control. CEQA A Notice of Exemption was filed for this work on June 7, 2013. The work is categorically exempt from CEQA under section 15301 Existing Facilities, class 1 (b) — repair and maintenance of existing facilities of both investor and publicly owned utilities used to provide electric power, natural gas, sewerage, or other public utility services. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This recommendation complies with authority levels of the OCSD Delegation of Authority. There are sufficient funds in the budget to cover the requested service. This item is budgeted under Division 344, line item 90, object 53180, Other Contractual Services, $1,420,000. Date of Aooroval Contract Amount Contingency 7/24113 $256,950 $25,695(10%) ATTACHMENTS None ME:DF:eh:pe Page 2 of 2 OPERATIONS COMMITTEE MeeflngDate TOBA.ofDlr. 0�/03/13 0]/29/13 Item AGENDA REPORT NNumber Item Nu 6 Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Umesh Murthy SUBJECT: HEADWORKS IMPROVEMENTS AT PLANT NO. 2, PROJECT NO. P2-66 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $499,970 (0.26%) to the construction contract with J.F. Shea Construction, Inc. for Headworks Improvements at Plant No. 2, Project No. P2-66, for a total contingency of$7,230,333 (3.76%). SUMMARY This project replaces the 50-year old Headworks facilities at Plant No. 2 with a new Headworks facility including all of the support facilities. The new facilities are now operational and physical construction is complete. Final resolution of all pending administrative items and change orders must be complete prior to project closeout. The project began construction in September 2005 with the first portion of the facility coming online in January 2012. In October 2012, the change order contingency was increased to account for significant changes during construction and to anticipate potential risks with the remaining construction. During the construction and diversion of the large pipelines and the commissioning of the new Headworks facility, several items were discovered that required additional work to complete. These relate to the temporary flow diversion piping, demolition and/or relocation of unknown utilities, and additional electrical work that were not anticipated. This additional work is estimated at $499,970 and the approved contingency of 3.5% is insufficient to cover costs for these changes. The requested contingency increase does not impact the overall project budget. After the proposed change order contingency is approved, the change items will be negotiated and a final change order will be requested for approval pursuant to Board Resolution OCSD 07-04, Delegation of Authority. PRIOR COMMITTEE/BOARD ACTIONS October 2012 -Approved a contingency increase of$1,922,961 (1%)to the construction contract with J.F. Shea Construction, Inc. for Headworks Improvements at Plant No. 2, Project No. P2-66, for a total contingency of$6,730,363 (3.5%). Page 1 of 2 April 2007 - Approved a 2.5% contingency for change orders ($4,807,402) for Headworks Improvements at Plant No. 2, Project No. P2-66. May 2005 - Approved Plans and Specifications, and awarded construction contract to J.F. Shea Construction, Inc., for an amount not to exceed $192,296,073. ADDITIONAL INFORMATION Over the last 18 months, this project completed a very difficult construction sequence resulting in unavoidable change order costs to mitigate significant construction issues and risks. This sequence included diverting the flow in each one of the large pipelines that carry wastewater through existing Headworks facility over to the new Headworks facility. Additional temporary measures were needed to mitigate risks in managing the flow between the two facilities with elevated plant flows over a rainy season while having pipelines out of service for construction. This work sequence also included the demolition of the existing Headworks facilities in one of the oldest areas of the plant and additional costs resulted from discovery of several unknown utilities, extensive debris removal, and hazardous materials removal. The project was declared to be complete on May 17, 2013. Project teams from both the Orange County Sanitation District (Sanitation District) and J.F. Shea Construction, Inc. worked together to mitigate issues and anticipate cost impacts. Despite this, the Contractor submitted several unanticipated Requests for Change (RFC) that Sanitation District staff agrees have merit and require resolution prior to the final closeout of the contract. The approved contingency of 3.5% is insufficient for these additional requested change amounts and an additional contingency of $499,970 (0.26%) is being requested for a total project contingency of $7,230,333 (3.760/%). There is no change to the overall project budget. CEQA This project was included in the Final Subsequent Environmental Impact Report for the Treatment Plant No. 2 Headworks Replacement Project, dated April 2004, prepared by Environmental Science Associates (ESA), certified on April 28, 2004. A Notice of Determination was filed on April 30, 2004. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2013-14 Update, Page A-9) and the budget is sufficient for the item requested. Date of Approval Contract Amount Continaencv 05/25/05 $192,296,073 $4,807,402 (2.5%) 10/27/10 $1,922,961 (1.0%) 07/24/13 $ 499,970 (0.26%) $7,230,333 (3.76%) UM:dm:gc Page 2 of 2 ITEM 14 MINUTES OF THE REGULAR MEETING OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, July 10, 2013, at 5:37 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was held on July 10, 2013, at 5:37 p.m., in the Sanitation District's Administration Building. Following the Pledge of Allegiance, a quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Brad Reese, Chair Jim Herberg, General Manager John Withers, Vice-Chair Bob Ghirelli, Assistant General Manager David Benavides Lorenzo Tyner, Director of Finance Steven Choi & Administrative Services Tyler Diep Jeff Reed, Director of Human Resources Jim Ferryman Nick Arhontes, Dir. Of Facilities Support Peter Kim Services Prakash Narain Ed Torres, Director of Operations & Janet Nguyen Maintenance Joe Shaw Kelly Lore, Administrative Assistant Teresa Smith Mike White, Controller Troy Edgar, Board Chair Rich Castillon, IT Systems & Operations John Anderson, Board Vice Chair Manager Wesley Bauer COMMITTEE MEMBERS ABSENT: Jennifer Cabral Norbert Gaia None Al Garcia Dave Halverson OTHERS PRESENT: Brad Hogin, General Counsel Ed Soong, Consultant, PRAG PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Reese did not give a report. 07/10/13 Administration Committee Minutes Page 1 d4 REPORT OF GENERAL MANAGER: Jim Herberg, General Manager, announced that a Professional Services Agreement regarding the Construction Outreach for Newport Beach Construction Program was previously on the Operations Committee agenda, but the item was pulled due to an award protest. The protest process has now been completed, and the item will be brought to the July 2013 Board Agenda, for action. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Lorenzo Tyner did not give a report. CONSENT: 1. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of the June 12, 2013 Administration Committee Meeting. 2. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 13-XX, Establishing the Annual Appropriations Limit for Fiscal Year 2013-14, for the Sanitation District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code. 3. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of Directors to: Approve the Memorandum of Understanding with the County of Orange regarding the use of ALERT OC, the Countywide Mass Notification System. Director Nguyen abstained. NON-CONSENT: 4. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement for Specification CS-201 1- 499BD-Phase III with Total Resources Management, Inc. (TRM, Inc.), effective July 25, 2013, for Phase 3 of the Implementation of the IBM- Maximo Enterprise Asset Management System, for an amount not to exceed $810,567; and B. Approve a contingency in the amount of$81,057 (10%). 07/10/13 Administration Committee Minutes Page 2 of 4 Rich Castillion, IT Systems and Operations Manager, and Dave Halverson, Engineering Manager, each provided an overview of the current and proposed Asset Management System and responded to questions from the Committee. 5. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of Directors to: Authorize the purchase of new atmospheric monitors from Mallory via US Communities, for a total not to exceed $300,000, in accordance with Resolution No. OCSD 07-04, Section 3.08: Cooperative Procurement. Wes Bauer, Safety and Health Supervisor, provided information regarding the procurement of the atmospheric monitors. The Committee requested that a demonstration of the monitors be presented at the next Administration Committee meeting. 6. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of Directors to: Authorize the General Manager to issue Revenue Refunding Certificate Anticipation Notes, Series 2013A, as one-year fixed-rate obligations, in an amount not to exceed $135.0 million to replace the $131.7 million Revenue Refunding Certificate Anticipation Notes, Series 2012C maturing on October 30, 2013. Board Chair Edgar opposed. Lorenzo Tyner provided an overview of the anaylsis of note funding. Ed Soong, Public Resource Advisory Group (PRAG), presented a PowerPoint which identified and examined the three refinancing options available to Orange County Sanitation District. Mr. Soong and Mike White, Controller, addressed concerns and questions raised from the committee regarding; rate case comparisons; three month reaction time; locking into a fixed rate; clarification of the dollar amounts mentioned in the agenda report; variable rate exposure advantage; and possible board pre- approval for immediate refinancing. The consensus of the Committee was that more information regarding target areas be brought to the next Board meeting. 7. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 13-XX, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest District's Funds; Adopting District's Investment Policy Statement and Performance Benchmarks for FY 2013-14; and Repealing Resolution No. OCSD 12-11. 07/10/13 Administration Committee Minutes Page 3 of4 Lorenzo Tyner provided a brief overview of this item. Director Smith left at 6:20 p.m. and was not present for the vote on Item 7. INFORMATION ONLY: None OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Committee Chair Reese declared the meeting adjourned at 6:21 p.m. Submitted by: Kelly A. Lore Administrative Assistant 07/10/13 Administration Committee Minutes Page 4 of 4 ADMINISTRATION COMMITTEE "I'm,Date T1.1 IM. 07/10/13 7/24/13 AGENDA REPORT Item Number Item Nu bar 2 is 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 2013-14 GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 13-12, Establishing the Annual Appropriations Limit for Fiscal Year 2013-14, for the Sanitation District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code. SUMMARY 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. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 2 ADDITIONAL INFORMATION N/A ATTACHMENTS The following attachment(s)am provided in hard copy and may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: 1. Resolution No. OCSD 13-12 Page 2 of 2 Return to Mende Report RESOLUTION NO. OCSD 13-12 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING THE ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2013-14 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 2013-14 fiscal year; and, WHEREAS, the Board of Directors wishes to establish the appropriations limit for fiscal year 2013-14 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 2013-14, was available to the public in the Finance Department of said District at least fifteen (15) days prior to this date. OCSD 13-12-1 Return b Mende Report Section 2: That the appropriations limit for fiscal year 2013-14 for the Orange County Sanitation District, as established in accordance with Section 7902(b) of the California Government Code is $90,880,000 which sum is within the maximum authorized spending limitation for fiscal year 2013-14. 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 2013-14. 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 held July 24, 2013. Troy Edgar Chairman of the Board ATTEST: Maria E. Ayala Clerk of the Board OCSD 13-12-2 ADMINISTRATION COMMITTEE "I'm,Date T1.1 IM. 07/10/13 7/24/13 Item AGENDA REPORT N Number Item umbe 3 Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ALERT OC MEMORANDUM OF UNDERSTANDING GENERAL MANAGER'S RECOMMENDATION Approve the Memorandum of Understanding with the County of Orange regarding the use of ALERT OC, the Countywide Mass Notification System. SUMMARY The County of Orange has a mass notification system, Alert OC, similar to the reverse 911 system. The County is allowing water and wastewater agencies to use the mass notification system if they sign a Memorandum of Understanding (MOU). The County would pay the fees for the system and maintain the contract with the vendor. If the County was to end their contract the MOU has provisions that OCSD may enter a contract with the vendor if it chose too. General Counsel recommends the Board be the approver of the MOU based upon the Compensation section of the MOU, which doesn't have a specific monetary amount if OCSD was to continue the contract with the vendor. The mass notification system would give OCSD the ability to notify our users not to use the system if there ever was a sewer failure. This could help reduce the Flow and the amount of sewage that would have to be cleaned up. PRIOR COMMITTEE/BOARD ACTIONS N/A ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: 1. Memorandum of Understanding between the County of Orange and Participants JH:LT:wb/jmf Page 1 of 1 Return to Mende Report MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM This Memorandum of Understanding, hereinafter referred to as "MOU," dated which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and the undersigned municipalities, public universities and water agencies responsible for protecting a resident population and maintaining a dedicated public safety answering point (PSAP) within the County of Orange, hereinafter referred to individually as "PARTICIPANT"or collectively as"PARTICIPANTS." This MOU is intended to establish governance and terns of use for a Countywide Public Mass Notification System. RECITALS WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System ("System") for the primary intent of providing timely communication to the public during times of emergency; and WHEREAS, the County is making use of the System available to all cities and agencies within the County of Orange who have the responsibility for protecting a resident population and maintaining a dedicated public safety answering point(PSAP); and WHEREAS, COUNTY entered into Orange County Agreement No. MA-060-13011688 ("Agreement") with Blackboard Connect, hic., for the provision of Public Mass Notification System Services, on or about May 21, 2013, attached hereto as Exhibit A, to disseminate critical, time-sensitive emergency information to COUNTY's citizens and businesses through phone and e-mail devices for emergency notification purposes; and WHEREAS, Blackboard Connect, Inc. agrees to provide to PARTICIPANTS the services agreed to by Blackboard Connect, Inc. and COUNTY as contained under the Agreement in exchange for abiding by the terms set forth in this MOU; and WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the Agreement, to use the System in compliance with all usage agreements identified and incorporated herein as Exhibit A(Orange County Agreement No. MA-060-13011688), Exhibit B (Countywide Public Mass Notification System Policy and Guideline) and Exhibit C (Nondisclosure Document), and the terms of this MOU to receive the benefits under the Agreement. Page 1 of 5 NOW,THEREFORE, the parties agree as follows: I. Definitions: "Agreement" shall refer to Orange County Agreement No. MA-060-13011688 between COUNTY and Blackboard Connect, Inc. The Agreement is attached to this MOU as Exhibit A. "Countywide" shall mean all geographic locations in Orange County, California. "Contact information" shall mean PARTICIPANT and public contact data stored in the System for the purpose of disseminating communication in accordance with this MOU and its Exhibits. "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the COUNTY and PARTICIPANTS' respective jurisdictions. "Emergency information" shall mean information relevant to the safety and welfare of recipients in the event of an Emergency. Such information shall include but not be limited to instructions and directions to alleviate or avoid the impact of an emergency. "Emergency notification situation" shall mean instances when emergency information is to be distributed through the System. "Non-emergency information" shall refer to information that is not relevant to the safety and welfare of recipients, but has been deemed to be of significant importance to a PARTICIPANT's jurisdiction to justify the use of the System to distribute such information. "Non-emergency notification situation" shall mean instances when a PARTICIPANT deems non-emergency information to be of significance to a PARTICIPANT'S jurisdiction and the PARTICIPANT uses the System to distribute such information. "System" shall mean the Public Mass Notification System as provided by Blackboard Connect, Inc. to COUNTY under the Agreement. The System is designed to disseminate information by utilizing common communications, i.e. telephone and e-mail communications to citizens and businesses as permitted under the Agreement. H. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees,volunteers and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITIES") from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon Page 2 of 5 them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees, subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless PARTICIPANT, its officers, agents, employees and volunteers from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of COUNTY, its officers, agents, employees, subtenants, invitees, or licensees. III. Term: This MOU shall be in effect from July 1, 2013 and shall expire on June 30, 2017, unless COUNTY funding of the System becomes unavailable at which time PARTICIPANTS will be given six-month advance notice per the termination terms found in Paragraph IX. Termination,below. IV. Scope of Services: PARTICIPANTS shall receive from Blackboard Connect, Inc. the same services provided by Blackboard Connect, Inc. to the COUNTY under the Agreement. COUNTY's involvement in this MOU is limited only to extending the availability of the terms and conditions of the Agreement to the PARTICIPANTS. PARTICIPANTS and Blackboard Connect, Inc. acknowledge and agree that any actions taken by Blackboard Connect, Inc. or any PARTICIPANT under the scope of the Agreement and this MOU are the responsibility of Blackboard Connect, hic. and the respective PARTICIPANT. V. Use: Use of the System and its data, including but not limited to contact information, is governed by the terms, conditions and restrictions set forth in the terms provided in Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Such modifications to the Exhibits shall not be deemed an amendment for the purposes of Paragraph X. Amendments,below. PARTICIPANT, including each of its agents, officers, employees, and representatives who are given access to the System, agrees to abide by the individual terms of each agreement and the additional conditions incorporated herein. Breach of use may result in individual user or PARTICIPANT access account termination. The scope of services under the Agreement is limited to using the System to distribute business communication to PARTICIPANT inter-departmental resources and/or emergency information to the public in emergency notification situations. PARTICIPANTS may arrange for the use of the System with Blackboard Connect, Inc. to distribute non-emergency information. However, any agreement reached between Blackboard Connect, Inc. and any PARTICIPANT for the use of the System for non- emergency notification situations shall exist only between Blackboard Connect, Inc. and Page 3 of 5 the PARTICIPANT. In accordance with Paragraph H. Hold Harmless, above, COUNTY shall be held harmless and indemnified by the PARTICIPANTS and Blackboard Connect, hic. from any actions whatsoever arising from any PARTICIPANT's use of the System for non-emergency services. All PARTICIPANTS have read and accept the terms and conditions found in COUNTY's "Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)", attached hereto as Exhibit B. VI. Compensation: All compensation owed by PARTICIPANTS to Blackboard Connect, Inc. shall be made between PARTICIPANTS and Blackboard Connect, Inc. VII. Notice: Any notice or notices required or permitted to be given pursuant to this MOU shall be submitted in writing and delivered in person, via electronic mail or via United States mail as follows: COUNTY: County of Orange—Sheriff-Coroner Department Emergency Management Bureau Attn: Donna Boston/Emergency Management 2644 Santiago Canyon Road Silverado, CA 92676 PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Notice shall be considered tendered at the time it is received by the intended recipient. VIH. Confidentiality: Each party agrees to maintain the confidentiality of all related records and information of the other party pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU. All information and use of the System shall be in compliance with California Public Utilities Code section 2872. IX. Termination: The COUNTY or any PARTICIPANT may terminate its participation in this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to terminate its participation in this MOU, the terminating PARTICIPANT shall provide written notification in accordance with Paragraph VIL Notice, above. Such notice shall be delivered to the COUNTY 30 days prior to the determined termination date. A terminating PARTICIPANT shall uphold the obligations contained in Paragraph II. Hold Harmless in its entirety and Paragraph VIII. Confidentiality, above. Upon termination, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System and to relinquish all System access, user accounts, passwords and non-PARTICIPANT data to COUNTY immediately. PARTICIPANT may choose to delete and/or export non- public PARTICIPANT (aka inter-departmental) owned contact information, as well as, export resident provided contact information prior to termination. Resident provided Page 4 of 5 Return to Mende Report contact information acquired through PARTICIPANT sources shall remain in the System and available to the County for regional or multi jurisdictional notification use as needed. Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS six- month advance courtesy notice prior to terminating the Agreement. All other reasons for terminating by COUNTY shall be valid upon providing notice to the PARTICIPANTS. Upon termination by COUNTY,this MOU shall no longer be in effect. Termination by a PARTICIPANT shall not be deemed an amendment to this MOU as defied in Paragraph X. Amendments,below. X. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates opposite the signatures. COUNTY OF ORANGE By: Date: Sandra Hutchens, Sheriff-Coroner County of Orange PARTICIPANT: By: Date: Authorized Signature Troy Edgar, Chairman of the Board APPROVEDAarOFOM Print Name and Title ENE y THE c, S Page 5 of 5 Exhibit "A" CONTRACT k MA-060-13011688 THIS AGREEMENT (hereinafter "Contract") for the procurement of a Public Mass Notification System, as further described herein is made and entered into as of the date fully executed by and between the County of Orange, operating through its Sheriff's Deparhnent, a political subdivision of the State of California, hereinafter referred to as "County"and Blackboard Connect, Inc., with a place of business at 15301 Ventura Blvd., Suite 300, Building B, Sherman Oaks, CA 91403,hereinafter referred to as("Contractor"),which is sometimes individually referred to as"Party",or collectively referred to as"Parries." RECITALS WHEREAS, Contractor responded to a Request for Proposal (RFP) to provide a Public Mass Notification System,as further set forth herein;and WHEREAS,the Contractor responded and represented that its proposed services shall meet or exceed the requirements and specifications of the RFP; and WHEREAS, the County of Orange Board of Supervisors has authorized the Purchasing Agent or his designee to enter into a Contract for a Public Mass Notification System; NOW,THEREFORE,the Parties mutually agree as follows: ARTICLES A. Governing Law and Venue: This Contract has been negotiated and executed in the State of California and shall be governed by and construed under [lie laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court,notwithstanding Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another County. B. Entire Contract: This Contract, including Attachments A, B. and Exhibits I and II, which are attached hereto and incorporated herein by this reference,contains the entire Contract between the Parties with respect to the matters herein and there are no restrictions,promises,warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing County's Purchasing Agent or his designee. C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. BlackWad Connwt.Inc. Contractor Initial: File FUldcr 625420 I Conlmcl 6 MA 0604I011688 Page 1 of 32 E. Acceptance/Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, or tested to the satisfaction of County in accordance with Attachment A, and 2)payment(s)shall be made in accordance with Attachment 6 after satisfactory acceptance and within 30 calendar days upon the Auditor-Controller's receipt of an approved invoice submitted in accordance with the terms set forth herein, unless otherwise stated. The invoice must be verified and approved by the County's Project Manager and is subject to routine processing requirements of the County. In the event the Contract is terminated for any reason, County shall immediately receive one — twelfth (1/12) of all prepaid Annual License and/or Annual Software Maintenance and Support Pee (as listed in this Contract) for each month or portion thereof remaining for the Contract term as listed in Attachment A of this Contract.The County agrees that use of the Service for any purpose other than testing shall constitute acceptance. Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the services. F. Warranty: The Service is provided `as is' and shall be made available on a 99.99% uptime basis. To the maximum extent permitted under applicable.law, Contractor expressly disclaims all other representations and warranties. G. Patent/Copyright Materials/Proprietary Infringement: Contractor will defend, indemnify, and hold harmless County to the extent of a claim that the Service infringes any copyright or U.S. patent. Contractor's obligations hereunder are contingent on the following conditions: (i) County will notify Contractor in writing promptly after County becomes aware of a claim;and (ii) The County will cooperate with Contractor in the settlement, compromise, negotiation, and defense of any such action. Contractor will reimburse County for reasonable out of pocket expenses that it incurs providing that assistance; and (iii) County must provide Contractor with all information related to the action that is reasonably requested by Contractor;and (iv) If as a result of an infringement claim, County's use of some or of all the Service is enjoined by a court of competent jurisdiction,Contractor will at its option either; a. Modify or replace either all of or the infringing part(s)of the Service so that they are no longer infringing, provide that the so modified Service is substantially equivalent in all material respects to the infringing parts of the Service;or It. Procure the right for Contractor and County to continue using the infringing part of the Service;or c. If neither of the foregoing options is available to Contractor using commercially reasonable efforts, Contractor will terminate the Contract and refund to County all amounts paid by County to Contractor with respect to such affected service Mackinnon Connect.Inc. Connonor Initinl: l - : File Folder 625420 2 Corona 4 MA-060-13011688 Page 2 of 32 except for such amounts that are due and payable by the County at the time of termination. (v) Contractor will not be liable hereunder for any settlement made by the County without Contractor's advance written approval or for any award from any action in which the County did not act co-operatively with the Contractor in the settlement, compromise,negotiation,and defense of such actions;and (vi) The foregoing indemnity shall not apply to any infringement claim to the extent arising from the County's use of the Service in a manner not authorized by Contractor and/or County's use of die Service with software or hardware,not provide by Contractor, where the use with such other software or hardware, gave rise to the infringement claim. H. Assignment or Sub-contracting: The terns, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Panics. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or sub-contracted by the Contractor without the express written consent of County. Any attempt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. I. Non-Discrimination: In the performance of this Contract,Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of Anti- Discrimination Law or regulation, including but not limited to, Section 1720 et M. of the California Labor Code. J. Termination: In addition to any other remedies or rights it may have by law, County has the right to terminate this Contract without penalty after 30 days' written notice. Either Parry may terminate this Contract in the event of a material breach by the other Party, which breach remains uncured for ten (10) days following written notice to the breaching Party. Cause shall be defined as any breach of contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation(s). Except for the application of Additional Terms and Conditions Section 3, for services rendered which meet the specifications detailed in the Scope of Work and are deemed acceptable by the County, amounts will be invoiced or otherwise due and payable at the time of termination and shall be paid by the County for the exact time up to the date of termination and as governed by Paragraph E—Acceptance/Payment. K. Consent to Breach Not Waiver:No tern or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of; a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. L. Remedies Not Exclusive: The remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of nlackboad Connco.Inc. Contractor Initial:a File Foldar 625420 3 Cona.t K MA-060-I3011688 Page 3 of 32 Return to Amenda Report certain remedies in this Contract does not preclude resort by either Party to any other remedies provided by law. M. Independent Contractor: Contractor shall be considered an independent Contractor and neither the Contractor, employees nor anyone working for Contractor under this Contract shall be considered an agent or an employee.of County. Neither the Contractor, employees nor anyone working for the Contractor under this Contract shall qualify for workers' compensation or other fringe benefits of any kind through County. N. Performance. Contractor shall perform all work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services famished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workman-like manner; shall famish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses. required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work; and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. O. Indemnification and Insurance: INDEMNIFICATION PROVISIONS Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County INDEMNITEES") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services,products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County INDEMNITEES, Contractor and County agree that liability will be apportioned as determined by lire court. Neither Party shall request ajury apportionment. INSURANCE PROVISIONS Prior to the provision of services under this contract, the contractor agrees to purchase all required insurance at contractor's expense and to deposit with the County Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this contract have been complied with and to keep such insurance coverage and the certificates therefore on deposit with the County during the entire tern of this contract. In addition, all subcontractors performing work on behalf of contractor pursuant to this contract shall obtain insurance subject to the same terms and conditions as set forth herein for contractor. All self-insured retentions (SIRS) and deductibles shall be clearly stated on the Certificate of Insurance. If no SIRS or deductibles apply, indicate this on the Certificate of Insurance with a 0 by the appropriate line of coverage. Any self-insured retention (SIR) or deductible in an amount in excess of$25,000(55,000 for automobile liability),shall specifically be approved by the County Executive Office(CEO)/Office of Risk Management. mmkboard Connect.Ina Contriew Inhlnl: File Folder 625420 4 Contract N MA-060-13011689 Page 4 of 32 If die contractor fails to maintain insurance acceptable to the County for the full term of this contract, the County may terminate this contract. Qualified Insurer Minimum insurance company ratings as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambesl.com shall be A- (Secure A.M. Best's Rating)and VIII(Financial Size Category). The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier). If the carrier is a non-admitted carrier in the state of California and does not meet or exceed an A.M. Best rating of A-/VIII, CEO/Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings, If the non-admitted carrier meets or exceeds the minimum A.M. Best rating of A-NIII, the agency can accept the insurance. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits Commercial General Liability 51,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage $l,000,000 per occurrence for non-owned and hired vehicles Workers Compensation Statutory Employers'Liability Insurance $1,000,000 per occurrence Errors&Omissions Liability Insurance SI,000,000 per claims made or per occurrence Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) forth CG 00 01,or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012,CA 00 20,or a substitute form providing coverage at least as broad. Required Endorsements The Commercial General Liability policy shall contain the following endorsements,which shall accompany the Certificate of insurance: 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a farm at least as broad naming the County of Orange, its elected and appointed officials,officers,employees, agents as Additional Insureds. 2) A primary non-contributing endorsement evidencing that the contractor's insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. Blackboard Conncct,Inc. Conlnaminitial:_0 File Folder 625420 5 Co nmct N MA-060-I301 I699 Page 5 of 32 All insurance policies required by this contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, and members of the Board of Supervisors,its elected and appointed officials,officers,agents and employees. Contractor shall,with respect to all insurance policies required by this contract,give the County of Orange 30 days notice in the event of cancellation and 10 days for non-payment of premium. If Contractor's Errors & Omissions policy is a "claims made' policy, Contractor shall agree to maintain Errors&Omissions coverage for two years following completion of contract. The Commercial General Liability policy shall contain a severability, of interests clause also known as a"separation of insureds"clause(standard in the ISO CG 0001 policy). Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Contractor fails to provide the insurance certificates and endorsements within seven days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor. County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable certificates of insurance and endorsements with County incorporating such changes within thirty days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. P. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall riot permit any lien or charge to attach to the work or the premises,but if any does so attach, Con0uclor shall promptly procure its release and,in accordance with the requirements of paragraph"P"above, indemnify,defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. Q. Changes: Contractor shall make no changes in the work or perform any additional work without the County's specific written approval. mackl,nard Conncct,Inc. Conarader lnIn":_e File Folder 625420 6 Comroct R MA-060-13011688 Page 6 of 32 R. Change of Ownership: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract, the new owners shall be required under temps of sale or other transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of County. S. Force Majeure: Contractor shall not be in breach of this Contract during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies. T. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. U. Compliance with Lars: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that Comity is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph "P" above, Contractor agrees that it shall defend, indemnify and bold County and County INDEMNITEES harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. V. Freight (F.O.B. Destination): Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. W. Pricing: The Contract price, as more fully set forth in Attachment B, shall include full compensation for providing all required goods in accordance with required specifications, or services as specified herein or when applicable, in the scope of services attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for in this Contract. X. Waiver of Jury Trial: To the extent enforceable under California law, each Parry acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors, creditors, and assigns,does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out or or in any way connected with this Contract and/or any other claim of injury or damage. Y. Terms and Conditions: Contractor acknowledges that it has read and agrees to all terms and conditions included in this Contract. 61a<kboaN C.orw,Inc. Coors rinitinl:� Pile Folder 625420 ] Cona.rat H MA-060-I3011688 Page 7 of 32 Return to Mends Report Z. Headings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs,and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. AA. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. BB.Calendar Days: Any reference to the word"day" or"days"herein shall mean calendar day or calendar days,respectively,unless otherwise expressly provided. CC.Attorneys Fees: In any action or proceeding to enforce or interpret any provision of this Contract, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorney's fees,costs and expenses. DD. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the mallets dealt with in this Contract. In addition, each Party has been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each Party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other Party hereto or by any person representing them, or both. Accordingly,any rule of law(including California Civil Code Section 1654)or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the Parties and this Contract. EE.Authority: The Parties to this Contract represent and warrant that this Contract has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity,enforceable in accordance with its terms. FF. Employee Eligibility Verification: The Contractor warrants that it fully complies with all Federal and Slate statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq.,as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Additional Terms and Conditions 1. Term of Contract: This Contract shall commence July 6, 2013 and upon execution of all necessary signatures and approval of the County of Orange Board of Supervisors, and shall be lluekbwrd Conned,Itx. C.m,.e.loaial:jo Pile Folder 625420 8 Contact#MA 060-13011688 Page 8 of 32 effective for three (3) years from that date, unless otherwise terminated by County. This Contract may be renewed for one (1)additional one(1)year term by mutual agreement of both Parties. The County does not have to give reason if it elects not to renew. 2. Scope of Services: This Contract, including any Attachments and Exhibits, specifies the contractual terms and conditions by which the Contractor shall provide a Public Mass Notification System, as described in Attachment A- Scope of Work (and all other documents referenced in Attachment A), under a fixed price contract based upon payments, as set forth herein. Contractor agrees this Contract shall not be adversely impacted by any other projects the Contractor is conducting. Nothing in this Contract shall prohibit the County from acquiring the same type or equivalent type of services from other sources. 3. Contingency of Funding: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. For services rendered during the County fiscal year for which appropriation s were made, and which meet the specifications detailed in the Scope of Work and are deemed acceptable by the County, amounts will be invoiced or otherwise due and payable at the time of termination. 4. Project Manager: The County and the Contractor shall each appoint a Project Manager to act. as liaison between each Party during the term of this Contract. The County's Project Manager shall coordinate the activities of the County staff assigned to work with the Contractor. The County's Project Manager shall have the right to require the removal and replacement of the Contractor's Project Manager and key personnel. The County's Project Manager shall notify the Contractor in writing of such.action. The Contractor shall accomplish the removal within 14 calendar days after written notice by the County's Project Manager. The County's Project Manager shall review and approve the appointment of the replacement for the Contractor's Project Manager and key personnel, Said approval shall not be unreasonably withheld. 5. Precedence: The Contract documents herein consist of this Contract and its attachments. In the event ofa conflict between or among the Contract documents.,the order of precedence shall be the provisions of the main body of this Contract, i,e.,those provisions set forth in the recitals and articles of this Contract,and then the attachments. fi. Conflict of Interest: The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor's employees, agents,and relatives; sub-tier Consultants; and third parties associated with accomplishing work and services hereunder. The Contractor's efforts shall include,but not be limited to establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of the County. nlackbovd Connmt,Inc Comracror initial: Fila Foider 625420 g ComnnK MA-060-13011688 Page 9 of 32 7. Child Support Enforcement Requirements: In order to comply with the child support enforcement requirements of the County, within ten days of notification of selection of award of Contract but prior to official award of Contract, the selected Contractor agrees to famish the required Contractor data and certifications to the agency/department deputy purchasing agent. Failure of the Contractor to timely submit the data and/or certifications required may result in the Contract being awarded to another Contractor. In the event a Contract has been issued, failure of the Contractor to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the Contract. 8. Publication: No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person,partnership, company,corporation,or agency, without prior written approval by the County,except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, etc., are to be administered only by the County unless otherwise agreed to by both Parties. 9. News/Information Release: The Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the County through the County's project manager. 10. Reports/Meetings: Upon County's request, the Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this Contract. The County's project manager and the Contractor's project manager will meet on reasonable notice to discuss the Contractor's performance and progress under this Contract. If requested, the Contractor's project manager and other project personnel shall attend all meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract. 11. Contract Disputes: The Parties shall deal in good faith and attempt to resolve potential disputes informally, If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's project manager and the County's project manager, such matter shall be brought to the attention of the County's Purchasing Agent by way of the following process: a. The Contractor shall submit to the agency/department deputy purchasing agent a written demand for a final decision regarding the disposition of any dispute between the Parties arising under,related to, or involving this Contract,unless the County,on its own initiative, has already rendered such a final decision. b. The Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and Blackboard Cannml,Inc. C,nnaocr lnainh(D File Foldcr M420 to Contram#MA-060-13011600 Page 10 of 32 that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. c. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County's Purchasing Agent or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor's. demand, it shall be deemed a final decision adverse to the Contractor's contentions. The County's final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction. 12. Termination — Orderly: Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party. 13. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as project manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary and Contractor shall not assume that the County will discover critics and/or omissions. If the County discovers any errors or omissions prior to approving Contractor's reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the County or others discover erors or omissions in the reports, files or other written documents submitted by Contractor after County approval thereof, County approval of Contractors reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor,and the reports, files or documents will be returned to Contractor for correction. 14. Notices: Any and all notices, requests demands and other communications contemplated,called for, permitted, or required to be given hereunder shall be in writing, except through the course of the Parties' project managers' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duty given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate Party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid. County: Sheriff-Coroner/Emergency Management Attn:Raymond Clotting 2644 Santiago Canyon Road Silverado,CA 92676 Ph: 714-628-7058 cc: Sheriff-Coroner/Purchasing Services Bureau mnckhourd Connect.Inc. Contmoor Inithl -0 File Folder 625420 11 Comma#MA-0601301169E Page 11 of 32 Return to Mends Report Ann: Buyer 320 N.Flower Street Santa Ana,Ca 92703 Ph: 714-834-4700 Contractor Blackboard Connect, htc. 15301 Ventura Blvd, Suite 300 Building B Sherman Oaks,CA 91403 Aran: John Smith Ph: 918-808-1738 Fx: 818-808-1702 15. Ownership of Documents: County will own all data and material provided by the County to Contractor. The County will only receive the right to use the Service and materials pertaining to the Service, during the term of, and in accordance with, the Contract. Nothing in the Contract will grant or transfer to the County any ownership rights in the Service or materials pertaining to the provision of the Service. The County acknowledges and agrees that the Service, the data provided by Contractor, training guides and all other materials pertaining to the use of the Service are not purchased or developed with County funds, and may not be utilized or reproduced without the written permission of Contractor. 16. Title to Data: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor outside of the described scope of work during, after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract. 17. Contractor's Records: Contractor shall keep an accurate record of time expended by Contractor in the performance of this Contract. Such record shall be available for periodic inspection by the County at reasonable times. Such records will be retained for three(3)years after the expiration or termination ofthis Contract. 18. Conditions Affecting work: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract, and to know the general conditions which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully perforating the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, locations)or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract. 19.Gratuities: The Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the perfomtance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in par, and any loss or damage sustained e Binkbaaml Ccra w,Inc. Conaaaw Initial: 0 File FoWer 625420 12 Contract N MA-060-13011688 Page 12 of 32 County in procuring on the open market any goods or services which the Contractor agreed to supply shall be borne and paid for by the Contractor, The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 20. Contractor Safety Standards and Work Hours: The Contractor will ensure compliance with all safety and hourly requirements for employees in accordance with Federal, Slate,and County safety and health regulations and laws. 21. Audit: The County's duty authorized representative shall have access, at reasonable times, to all reports, Contract records, documents, files and personnel necessary to audit and verify the Contractor's charges to the County hereunder. The Contractor agrees to retain reports,records, documents, and files related to charges hereunder for a period of three years following the date of final payment for the Contractor's services hereunder and such records shall be located in Sherman Oaks, California. The County reserves the right to audit and verify the Contractor's records before final payment is made. Audits and inspections shall take place as follows: a) such audit or inspection occurs no more than once per year; b) such audit or inspection is limited solely to records and data directly applicable to the County and/or solely to Contractor's employees rendering services to the County, and does not entitle the County to access information related to any other of the Contractor's clients; c) such audit or inspection does not include a record reproduction right with respect to Contractor confidential information; and d) such audit or inspection is at the County's sole cost and expense. The County's representatives shall have the right to reproduce any of the aforesaid documents. Should the Contractor cease to exist as a legal entity,the Contractor's records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation,to the County's Project Manager. 22. Authorization Warranty: The Contractor represents and warrants that the person executing the Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every tern, condition, and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority. 23. Security Requirements: A. Contractor shall, with respect to all employees of Contractor performing services hereunder: 1. Perform background checks as to past employment history. 2. Inquire as to past criminal felony convictions. 3. Ascertain that those employees who are required to drive in the course of performing services hereunder have valid California driver's licenses and no DUI convictions within two(2)years prior to commencement of services hereunder. 4. Perform drug screening to determine that such employees are not users of illegal drugs or other substances. 5. Ilave employee complete and sign Contractor Security Clearance and Orange County Jail Release of Liability documents, as required by Orange County Sheriff's Department. Bh,kb ud Connecp Inc. Commcmr Inilid: File Fabler 625420 13 Comncl ft MA-OW-13011 US Page 13 of 32 Return to AOenda Report B. Contractor shall not assign to the County property any Contractor personnel as to whom the foregoing procedures indicate: 1. Inability or unwillingness to perform in a competent manner. 2. Past criminal convictions for theft, burglary or conduct causing property damage or mental or physical harm to persons. 3. Where such employee's duties include driving a vehicle, absence of a valid California driver's license or a DUI conviction within the prior two(2)years. 4. Usage of illegal drugs or other substances. C. If any of the problems identified with respect to the Contractor's employees are discovered after assignment of an employee to County property, or if County otherwise reasonably deems an assigned employee unacceptable, Contractor shall remove and replace such employee at the County property. D. Nothing herein shall render any employee of Contractor an employee of County. E. THE CONTRACTOR'S PERSONNEL REQUIREMENTS: All employees must pass the County's background check and meet all requirements as set forth below: 1. Pass Contractor's Personnel-Background Checks, 2. All personnel to be employed in performance of the work under this Contract shall be subject to background checks. Clearance must be updated and renewed every twelve (12) from original date ofclearance. 3. No person shall be employed on this work that has not received prior clearance from the Sheriffs Department. 4. Within 15 days of the effective date of this Contract, the Contractor shall prepare and submit a complete and accurate "Contractor Security Clearance" and "Orange County Jail Release of Liability" information form for all Contractor's employee who will be working on or who will need access to the Sheriffs facilities to perform work covered by this Contract. County project manager shall provide fortn(s) to Contractor's project manager. 5. "Contractor Security Clearance" and "Orange County Jail Release of Liability" information forms for renewal, at specified intervals and for new employees of Contractor, shall be submitted at least ten (10) County working days prior to the expiration of an existing clearance or prior to the use of any person for work occurring on Sheriffs Facilities. 6. "Contractor Security Clearance" and "Orange County Jail Release of Liability" information forms must be submitted on the original Sheriff's printed form. Facsimile or photocopy forms will not be accepted. nlaclacard Connmt,Inc. Contractor Initial: Fi lc Foldc,625420 14 Contract N MA GO-Um1688 Page 14 of 32 7. "Contractor Security Clearance" and "Orange Comity Sail Release of Liability" information forms will be provided by the County Project Manager upon request and will be screened by the Sheriffs Department. 8. "Contract Security Clearance" and "Orange County Jail Release of Liability" information forms shall be thoroughly and accurately completed. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. 9. The Orange County Sheriff Department will not give the reason an individual's clearance is denied. F. GENERAL SECURITY REQUIREMENT-AT WORKSITE: 1. All work areas shall be secured prior to the end of each workday. 2. Workmen shall have no contact, either verbal or physical, with inmates in the facility. Specifically: a. Do not give names or addresses to inmates. b. Do not receive any names or addresses from inmates. c. Do not disclose the identity of any innate to anyone outside the facility. d. Do not give any materials to inmates. e. Do not receive any materials from inmates (including materials to be passed to another individual or inmate). 3. Contractor's personnel shall not smoke or use profanity or other inappropriate language while on site. 4. Contractor's personnel do not enter the facility while under the influence of alcohol, drugs or other intoxicants and do not have such materials in their possession. 5. Failure to comply with these requirements is a criminal act and can result in prosecution. 6. Contractor's personnel shall plan their activities to minimize the number of limes they must enter and exit a facility, i.e., transport all tools, equipment, and materials needed for the day at the start of work and restrict all breaks to the absolute minimum. 7. Contractor's personnel shall follow any special security requirements issued by the onsite contact person or escort Deputy. 8. Contractor's personnel shall report either to the on-site contact person when leaving the facility,temporarily or at the end of the workday. [�\ nackb ,ird Conran,Inc. Contractor aalial:UV Pit.Folder 625420 15 Cmnmmii MA460-13011689 Page 15 of 32 Return to Aaenda Report 9. Contractor's personnel shall immediately report all accidents, spills, damage, unusual conditions and/or unusual activities to the onsite contact person or any Sheriffs Deputy, 10, Contractor's personnel shall securely close and check all gates and doors to ensure that they are lightly closed and locked. 11. Contractor's personnel shall restrict all activities to the immediate work site and adjacent assigned areas. 12. Contractor's personnel shall remain with the assigned escort at all times, unless otherwise directed by the onsite contact person. G. POTENTIAL DELAYS/INTERRUPTIONS: 1. Contractor shall acknowledge that the primary purpose of the detention facilities is the safe and secure operation of those facilities. To that end: a. Contractor's personnel who enter a Sheriff facility but have not passed the security screening, or who have falsified the security screening information, or who have outstanding warrants or the Shcriff may detain warrants. b. Contractor's personnel shall immediately comply with all directions and orders issued by Sheriffs personnel, other than changes regarding the quality or quantity of work, which will be controlled by the designated Authorized Service Requester, County Project Manager,Contract Coordinator or the Contract Administrator. C. Contractor's personnel may be delayed or denied access to the facility due to unforeseen events that may affect the availability ofsecurity escorts. d. Contractor's personnel may be ordered to leave a facility prior to the completion of their work or the end of the workday by unforeseen incidents occurring within secure environments. e. Contractor's personnel may be detained within a facility until Sheriffs personnel resolve an incident. 24. Policies and Procedures: Contractor,its subcontractors,the Contractor personnel,and all other agents and representatives of Contractor, will at all limes comply with and abide by all Information Technology (IT) policies and procedures of the County that are provided or made available to Contractor that reasonably pertain to Contractor(and of which Contractor has been provided with advance notice) in connection with Contractor's performance under this Contract. Contractor shall cooperate with the County in ensuring Contractor's compliance with the IT policies and procedures described in this Contract and as adopted by the County from time-to-time, and any material violations or disregard of such IT policies or procedures shall, in addition to all other available rights and remedies of the County, be cause for termination of this Contract. 25. Security and Policies: All performance under this Contract shall be in accordance with the County's security requirements, policies, and procedures as set forth in Section 24. Policies and Procedures and as modified, supplemented, of replaced by the County from time to time, i 1ts Bleekkord Cenemi,Inc. Cm.I. mr lni bi:AP File Finder 625420 16 Coni.cr N MA.060-13011688 Page 16 of 32 sole discretion, by providing Contractor with a written copy of such revised requirements, policies, procedures reasonably in advance of the date that they are to be implemented and effective (collectively, the "Security Policies"). Contractor shall at all times use industry best practices and methods with regard to the prevention, detection, and elimination, by all appropriate means, of fraud, abuse, and other inappropriate or unauthorized access to County systems accessed in the performance of services in this Contract. 26. Information Access: The County may require all Contractor personnel performing services under this Contract to execute a confidentiality and non-disclosure agreement concerning access protection and data security in die form provided by County. The County shall authorize, and Contractor shall issue, any necessary information-access mechanisms, including access IDs and passwords, and in no event shall Contractor permit any such mechanisms to be. shared or used by other than the individual Contractor personnel to whom issued. Contractor shall provide each Contractor Person with only such level of access as is required for such individual to perform his or her assigned tasks and functions. All County systems,and all data and software contained therein, including County data, County hardware and County software, used or accessed by Contractor: (a) shall be used and accessed by such Contractor solely and exclusively in the performance of their assigned duties in connection with, and in furtherance of,the performance of Contractor's obligations hereunder;and(b)shall not be used or accessed except as expressly permitted hereunder,or commercially exploited in any manner whatsoever, by Contractor, at any time. 27, Enhanced Security Procedures: The County may, in its discretion, designate certain areas, facilities, or systems as requiring a higher level of security and access control. The County shall notify Contractor in writing reasonably in advance of any such designation becoming effective. Any such notice shall set forth in reasonable detail the enhanced security or access- control procedures, measures,or requirements that Contractor shall be required to implement and enforce, as well as the date on which such procedures and measures shall take effect. Contactor shall fully comply with and abide by all such enhanced security and access measures and procedures as of such date. 28. Breach of Security: Any breach or violation by Contractor of any of the foregoing shall be deemed a material breach of a material obligation of Contractor under this Contract and may be deemed an incurable and material breach of a material obligation of Contractor under this Contract resulting in termination. 29. Conduct on County Premises: Contractor shall, at all times, comply with and abide by all reasonable policies and procedures of the County (or that may be established thereby, from time to time) that pertain to conduct on the County's premises, possession or distribution or contraband, or the access to, and security of,the Party's real property or facilities,to the extent that the Contractor has been provided with a copy of each such policy or procedure. Contractor shall exercise due care and diligence to prevent any injury to persons or damage to property while on the other Party's premises. The operation of vehicles by either Party's personnel on the other Party's property shall conform to posted and other applicable regulations and safe- driving practices. Vehicular accidents occurring on a Party's property and involving either Party's personnel shall be reported promptly to the appropriate Parry's personnel. Each Party covenants that at all times during the Term, it, and its employees, agents, and Subcontractors shall comply with, and lake no action that results in the other Party being in violation of, any applicable federal, state, and local laws, ordinances, regulations, and rules. Each Party's personnel shall clearly identify themselves as the appropriate Party's personnel and not as nlackbnard Connect,Inc. Contractor Initial:,' File Fultkr 625420 17 Contract#MA460-13011698 Page 17 of 32 employees of the other Party. When on the other Party's premises,each Party's personnel shall wear and clearly display identification badges or tags,as approved by the other Party. 30. Security Audits: Each Contract Year,County may perform or have performed security reviews and testing based on an IT infrastructure review plan. Such testing shall ensure all pertinent County security standards as well as any customer agency requirements, such as federal lax requirements or HIPPA. 31. Limitation of Liability: In no event will Contractor, its officers, employees, representatives or licensors be liable to County for any indirect, punitive, reliance, special, consequential, exemplary, or other similar damages of any kind of nature whatsoever, suffered by the other Party or any third party (including without limitation, business interruption, downtime, or any use of, or failure to use the Service, or any loss of business, contracts, profits, anticipated savings, goodwill or revenue,or any loss or corruption of data), arising out of this Contract,the Service,or the transactions contemplated hereby,even if the Contractor has been advised of the possibilities ol'such damages or should have foreseen such damages. Contractor, its officers and employees will not be liable for any damages or injury with respect to the performance of the Service, including, but not limited to, any failure of performance, error, omission, defect, delay, computer virus, or line failure, interruptions or disruptions in the services contemplated under this Contract caused by or resulting from any act, omission or condition beyond Contractor's reasonable control, whether or not foreseeable or identified, including but not limited to, transmission errors, or corruption or security of information carried over telecommunication lines, failure of digital transmission links, hostile network attacks or network congestion, or acts of God, acts of war, governmental regulations, public utilities or telecommunication providers,shortage of equipment, materials or supplies, fire,power failure, earthquakes,severe weather, floods or other natural disaster or the County's or any third party's applications, hardware, software or communications equipment or facilities, unless same results fain the intentional or willful acts of Contractor. Contractor is not responsible to the County, any of County's Recipients or any other third party regarding the accuracy or validity of the data entered through the Web Portal and Contractor makes no warranty that the Web Portal will be error-free or that access thereto will be uninterrupted. Under no circumstances will the aggregate liability of Contractor to the County or any third party arising out of or related to this Contract or the provision of the Service,exceed the aggregate fees paid to Contractor under this Contract during the 12 month period immediately prior to the event,act or omission giving rise to such liability, regardless of whether any action or claim is based on warranty, indemnification, contract, tort or otherwise. The existence of multiple claims will not enlarge this limit. The foregoing limitations of liability are intended to apply without regard to whether other provisions of this Contract have been breached or have proven ineffective. Nothing contained in the foregoing limits or excludes the liability of Contractor for liability which cannot be excluded by law. 32. Cooperative Agreement: The provisions and pricing of this Contract will be extended to other political sub-divisions and County of Orange agencies/depamnents. Political sib-divisions and County of Orange agencies/departments wishing to use this Contract will be responsible for issuing their own documents/subordinate contracts, providing for their own acceptance, and making any subsequent payments. These entities will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this Contract. The cooperative entities are responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by B1=kboaN Co.I,Inc. Conaanar lnlrml: File Foldcr625Y20 18 Comma N.NA-060 168E Page 18 of 32 other users of this Contract. The County of Orange may authorize the loading of this Contract into an electronic commerce system. 33. First Responder Services: The primary recourse for the County in die event of any actual or potential threat to person or property should be to contact First Responder Services. "First Responder Services" are typically defined as Law Enforcement, Fire Departments, EMS Services, Hazmat Responders, and other like services. Contractor's Service is not intended to replace First Responder Services,or to be used for communicating with, or replace notification to, or intemperate directly with, First Responder Services, which should have already been notified and deployed prior to using the Service. (Signature Page Follows) ulaekboard Conn¢6 Inc. Cenwnor Inihial: Fi@Folder 626420 19 Conlma 0 Mn-060-1301163E Page 19 of 32 Return to Mende Report Contract Signature Page The Parties hereto have executed this Contract N MA-060-13011698 on the dates shown opposite their respective signatures below. *Contractor: !> and Con Inc. �) By: r ^ Title: y 1 ce �Pe S r p�JCiyr-f Print Name:\Ps Y"'2.2 Lail Date: 1 1 ZOI? *Contractor: BI• and Cannecti Inc. .1 By: p Title: St-4,.'L E'hhLY Print Name:Mo{ C . f]ISI(.'J&fn Date: 1 Af,0,L Z6,2 *If a corporation, the document must be signed by two corporate officers. The first signature must be either the Chainman of the Board, President, or any Vice President. The second signature must be the secretary,an assistant secretary,the Chief Financial Officer,or any assistant treasurers. County Of Orange A political subdivision of the State of Califomia By: Title: Print Name: Date. Approved by Board of Supemisors on: Approved as to Form Office of the Cou a Counsel B gelica C. Daftary, Dept Iflaakb MCarman,hm. Cammam In 1w: File Folder625<20 20 Commaz MA460-1301109 Page 20 of 32 ATTACHMENT A SCOPE OF WORK PUBLIC MASS NOTIFICATION SYSTEM 1. Requirements Contractor shall implement a County-wide public mass notification system with the primary objective of quickly delivering alert, warning, and instructional messages via phone, SMS, and/or e-mail to County residents and businesses during times of disaster. The Contractor shall provide to County a production ready system licensed for use throughout Orange County's entire region. Contractor shall provide a system with sufficient administrative controls to manage system use across County and city public safety jurisdictions. System users shall only be capable of viewing information and launching notification sessions to citizens within their jurisdiction. The system shall have sufficient functionality,security and bandwidth to accommodate County- wide data, regional use, multilingual outbound messages, geographical call list generation, and tiered system administration and use. Contractor's service shall be a Software as a Service ("SaaS") that will accomplish the County's mass notification objectives stated herein. Contractor's county-wide mass notification system shall include, but is not limited to, the following: a. Facilitate public mass notification distribution. b. Tiered administration and security levels to optimize, manage, and control system use.The service shall be highly configurable to provide granular user rights and roles, restricting data access and administrative oversight to the appropriate personnel. The contractor shall work in conjunction with the County to define multiple user groups with different levels of access. Specific rights and roles for each user account profile shall be established that restrict or allow defined functions and access to various levels of the database based upon the profile. Each department and user shall have full access to the appropriate areas of his or her purview, with capability to communicate across departments or to the public, while still providing a secure environment in which only the appropriate personnel have service access to notify their respective stakeholders. c. Intuitive and easy to use interface that requires minimal training with an easy, user. friendly message initiation process. There shall be four methods for delivery of messages: I. Web User Interface: The authorized user will log-in to the Blackboard Connect service via the web interface 2. Dial-In Messaging Card: The user will be issued a Dial-In Messaging Card that can be kept in a wallet. On this card the loll-Gee number the user calls from the User Interface will be on the card as well as the User ID. Upon entering the Message Assistant, the user can enter their password and follow a series of telephonic prompts to send a message directly from the phone as if he/she is using the.User Interface 3. iPhone or Android application The user can also create and send a message using our iPhone/iPad/iPod or Android application on any 3G or Wifi Network. The Connect App allows the user to create a voice, email and/or text message and send it to any of the groups that are created or held within the Count 's nl.ekboard Conmet.Inc Comranor Initial: File Polder 625420 21 Conma n MA460-13011688 Page 21 of 32 Connect account. The User can create voice messages by recording them directly into the iPhone/iPad/iPod without leaving the application or dialing the message assistant number. 4. Client Care Help Desk: If the user has any difficulty following the prompts, the 24/7/365 Client Care Team is available to assist the user. Or if the user wishes to call a group other than the crisis team or "all" contacts, again, the Client Care team can support the user. d. Ability for citizens to register phone numbers and e-mail addresses via the County's website. Contractor shall provide an interactive, multi-lingual web portal for augmented data collection beyond the initial number, to allow constituents to specify calling preferences, such as primary and secondary contact information, opt-in cell phone numbers, request TTY/TDD calling, and indicated a home language preference. The portal shall integrate with the service for data upload. Data collected on the web portal shall be entered directly into City's account. Authorized City users can export that data as frequently as they wish. The public and businesses may self-subscribe through the portal for cell phone, make additional opt-out selections, identify primary notification numbers, etc. e. Ability for agencies to utilize the system for internal notification use including a message in the form of a customized survey with up to nine (9) questions to send to contacts. The recipients respond to a message via their telephone keypad. The service shall tabulate the results and then provides them to users via the website and e-mail reports. f. Dissemination of messages to Telecommunications Device for the Deaf(TTD) /TeleTYpe (TTY).The service shall detect if a TTY message reaches a person or a machine and allow users to send messages to multiple devices, including TTY/TDD devices, to maximize access and outreach to the community. This capability shall be identified in the record for each address by the individual via the portal. g. Dissemination of messages in citizen's preferred language (Spanish, Vietnamese, or English).The service shall recognize and extract the native language from a client database field for each contact and facilitate the grouping of messages by the language spoken. The service shall support voice notification in multiple languages. 'text messaging and email will be available in all Roman alphabet languages. Text-to-voice conversion shall be preloaded in English, Chinese (Cantonese), Chinese (Mandarin), Danish, Dutch, French, German, Italian, Japanese, Korean, Norwegian, Polish, Portuguese, Russian, Spanish, Swedish and Vietnamese. Text-to-text translation is available from English to Danish, Dutch, French, German, Italian, Norwegian, Portuguese, Spanish, Swedish and Vietnamese. It. Accurate, up-to-date County-wide constituent phone and e-mail data. The service shall have an automated,unattended process to import E91I or any other County provided data. i. Up-to-date County geographical maps. All County data shall be automatically geo-coded with latitude and longitude coordinates to allow the County to make geographically specific calls(e.g. calling within a one mile radius of an incident,etc.). The service shall provide an intuitive geo-mapping tool that will allow the County to create specific call list for certain areas of the County's by quick and easily drawing shapes on a map. This tool shall also accept GIS Generated Boundary Files ("shape files") and save them in the system for users to recall them at the point of need,as often as desired B1aok1,o.M Conn.,Inc. Commcmr Initial: File Finder 625420 22 Contract n M,b06"3011688 Page 22 of 32 j. Capability of geo-coding AT&T and Verizon phone data to County-wide geographical maps. The Contractor shall utilize data extracted from the 9-1-1 database, and employ methods and procedures to ensure that the outbound telephone subscriber notification database is regularly managed, geo-coded; error- corrected and updated. Service shall allow for a pre-geocoded import, provides monthly non-geocoded reports upon request. All geo-coding information (i.e. lal/long) is the property of the County and is available upon request. it. Capability of generating call lists via geographical map selection. The service will provide an intuitive geo-mapping tool that will allow the County to create specific call list for certain areas of the County by quick and easily drawing shapes on a map. For the most precise map shapes, this tool will also accept GIS Generated Boundary Files ("shape files") and save them in the system for users to recall them at the point of need, as often as desired. 1. Sufficient security, backup, and redundancy. Contractor shall utilize the fallowing measures to support physical equipment and subsequent data security: Data facilities with redundant power feeds and data connectivity, are fireproof, flood proof, and have level 4 rating earthquake protection; All data shall be maintained at data centers will 24/7/365 manned monitoring by experienced security personnel;Access to all data shall be limited to specific authorized personnel with valid identification, handprint identification, and a key card to enter the facility; and, Databases segregate into isolated VLANs with stringent access control lists (ACLs) to protect data entering and exiting Blackboard Connect's network. Contractor shall utilize secure transmissions for all data transfer to and from the clients' sites. Specifically, Contractor shall utilize the following protocols to ensure secure data transfers: IITTPS/SSL/SFTP. All data transmitted to and from a client administration website shall utilize secure transmissions that use 128 bit SSL encryption or better. All data transfer shall be performed using either SSL or SecureFTP at the County's preference; Firewalls. All Contractor database servers at all data centers shall be behind a firewall, inaccessible from the outside and secured on a separate Virtual Local Area Network (VLAN) with non-routable IP addresses to the Internet. All firewalls shall be monitored 24/7/365 by experienced security personnel using the latest industry standard tools; Controlled Access. Employee access shall be controlled by stringent access control lists and requires domain level authentication for access; and, DMZs. Contractor web servers shall reside in a perimeter security network called a demilitarized zone (DMZ) that separates the internal network from(lie outside world. an. Contractor shall guarantee a 99.99% uptime of service so that the County can initiate messages when necessary. n. The ability to deliver 3.2 million 60 second voice calls per hour and 1,8 million text and email messages per hour. o. Integration, and is registered, with FEMA's Integrated Public Alert and Warning System (IPAWS)and the Commercial Mobile Alerting System(CMAS). III. Contractor Responsibilities Contractor shall perform services as follows: 1. Solution: Contractor shall provide a public mass notification system that meets the County's functional and technical requirements specified in this Contract, including all alackboaN Conner,Inc. Contractor initiai`�O File Folder 623420 23 Contract N MA-060-13011688 Page 23 of 32 Return to AtIenda Report hardware, software, and communications equipment required to support the business objectives. 2. Design Specification: Contractor shall provide a detail system design specification document, with diagram, that represents all components required of the public mass notification system and identifies how the system will be installed and accessed from within and outside the County's network environment. 3. Implementation Services: Contractor shall perform and complete the services, tasks, and obligations listed herein: Schedule 1'IL-I 1 Inlpl_emenloliou Deli,erahlcs Weeks /-1 After Contract Execution • Contract Execution: Contractor's Client Care Team will begin the integration process immediately upon receipt of the executed contract. • County Identifies a Project Manager: This person will be the primary contact person for the Contractor's Client Care Team to establish an Implementation timeline and Training schedule. • County identifies IT/Data Lead Contact: This person will interface with Contractor's Integration Specialists to upload all message recipient data, such as phone numbers, emails and SMS information. • Establish Roll-out Schedule: Contractor's Client Care works with the County Project Manager and IT/Data Lead to establish an implementation timeline for the upload of data, training of users, and launch of the Connect service. • Define User Rights and Roles: Contractor's Client Care and County collaborate, set expectations and define roles for launch and usage. County sets rights and roles for all users based upon user type, role, privileges, and responsibilities. • Upload Employee Data: Contractor will import employee contact data and integrate with County's FIR and other database systems, establishing regularly scheduled automated, unattended imports. Contractor will work with County and provide autoscripts, as needed, to automate uploads for all data. • Web Portal Established: Contractor will set-tip a web portal for County, using County-specified parameters, including drop down for language preference, etc. The portal will collect augmented community data, such as e-mail and SMS contacts. Additionally, the Client Care Team will work with County to establish a link from the County website to the portal. Week 3-4 After Contract Execution • Initial Training: A 75-90 minute training session for each identified user in County is included at no additional cast. Unlimited additional training, as needed, is available throughout the life of the Contract. Contractor nla4board Connect,Inc. Conlnnor Initial: File Foldcr 625420 24 Comma K MA-060-13011688 Page 24 of 32 anticipates training will be completed in no more than t week. The number of users granted access to Connect and trained is determined by County. • Documentation Provided: County Users receive - User Guides, Send-A- Message "Cheat Sheets", Reference Guides and Dial-In Messaging cards (if their identified role warrants it). County Champion receives a User Management Guide, County Guidelines, Introduction Letters, a Welcome Packet and other forms and templates. The IT/Data Lead receives a Data Reference Guide, an Upload Reference Guide and sample data files • Public Relations Roll-Out As part of the roll-out, Contractor will work closely with the Sheriff's Community Relations Department along with our contracted PR Agency to help plan and distribute press releases, prepare letters of explanation for the community and formulate strategies to assist the County to proactively launch the service to the community. Ongoing for the Lifetime of the Contract • Ongoing Training: Unlimited training, new user training and refresher training are included in Contractor's fee throughout the life of the Contract. • 24/7/365 Technical and Client Support: Shall be provided through a toll-free number and e-mail. All designated County users have unlimited access to this level of support through the life of the contract. • Usage Reports: Contractor shall provide usage reports regularly to County, to ensure that all departments are using the service optimally. This is in addition to the message delivery details that are automatically delivered by e-mail for each message as a standard capability of the Connect service. County Users can generate their own usage reports as well. • Assessment and Evaluation — Contractor's Client Care members will work consultatively with County to develop benchmarks and assist in evaluating progress toward those benchmarks. P!:r".! The following are the Contractor's key project team members. Contractor's Project Team: 1. Project Manager — This individual leads the implementation, training, and rollout process from a management perspective. All daily activities, such as ensuring timely scheduling and training, rest with the Project Manager. The rest of the project team supports him/her. The Project Manager (also named Account Manager) interfaces with County for reporting and documentation. 2. Project Specialists— Client Care—An additional team of Contractor's Client Care Specialists works under the leadership of the Project Manager. Their role is to provide training, support, and client service for all County needs. The Team shall include Specialists dedicated to County for the life of the Contract. Each Project Specialist will be assigned as a liaison to a specific component of the Project, such as Departmental Training or County Training, and will be responsible for day-to-day management and conducting regular new user—and refresher—training. �\ mackboard Connwr.Inc. Contractor Initial:�\ Filc Fakter 625420 25 Contract P nln-060.13011688 Page 25 of 32 3. Director of Integration and Support - This individual works with the Project Manager to ensure the smooth progression of all technical deliverables, including but not limited to managing the testing process and any delivery of required customization. This person will also manage Contractor's Integration 'Team to ensure the upload of data and automation of all notification services. This individual is the technical project lead, responsible for creating, monitoring, and achieving sign-off on the test plan. The Project Team will meet all service issues, but Contractor's Help Desk as well as back-end Technology Team will provide additional support required by County, For example, in the event that the Project Manager and other members of the team are not immediately available, the Blackboard Connect Help Desk will be available 24/71365. To ensure that Contractor's support personnel are not affected by a regional event, such as an earthquake, Contractor's Client Care Team resides in multiple states that span the country, including all four US time zones. Couny S' Projeci Temp: County's Project Team will include at least one point of contact, the Project Manager. This person will meet weekly with Contractor's Project Manager to discuss status of deliverables and objectives. Meeting schedules will be established between Project Manager and County officials during the roll-out of the project. Additional members of the temp may include an IT Manager and/or Data Manager and other members, as needed. During the implementation and training phase, Contractor shall work with County to create an articulated best practices plan for use that adheres to existing client protocols for communication. Contractor prints this County Best Practices/Policies & Procedures Guide for County and distributes and discusses it during training. It shall not only be based upon joint conversations between County and the Contractor's Client Care Team, but also upon Contractor-provided samples from other government agencies as a guide. Contractor will advise County of fields that are available to include in the reports and will provide sample reports for review. 4. Testing and Acceptance: If a problem is identified during testing of the Software that cannot be remedied within the agreed upon time by Contractor's and County's Project Managers, the Contractor shall submit a written response to the County indicating as such and the County shall then retum the Software to the Contractor and the Contract shall be terminated in accordance with Paragraph E,Acceptance,of this Contract. Procedures Contractor's product shall be a fully implemented, fully hosted solution, where there is no software of hardware needed, Prior to roll-out, Contractor puts all new features and enhancements through rigorous testing including Alpha and Beta phase as appropriate prior to rolling out the feature to the client-facing interface. Contractor's product uses a combination of automated and manual testing to perform ongoing quality assurance testing of the Connect service. For automated testing, Contractor's QA personnel utilize Mercury's QuickTest Pro. Manual testing is performed on a case-by-case basis for testing where automation will not .suffice. All issues are tracked in an internal bug tracking system and subsequently monitored by not only the individual QA personnel, but also all the Directors nlacktoard Conncn,Inc. Contactor lnilial:_e file Poldcr 625420 26 r oMcre hlA-060-13011688 Page 26 of 32 involved in the development and release of a feature. Quality Assurance personnel are involved from the beginning of the software development lifecycle and see each feature through from development to final launch and validation. Test and Acceptance Plans may be changed in agreement by County and Contractor. Test and Acceptance Plan outline is as follows: 1.1 Scope & Plan Overview 1.2 Testing Approach 1.3 Test Schedule (Test ID#, name, description, time and date of execution) 1.4 Description of SetUp Procedures 1.5 Description of Action Procedure 1.6 Description of System Results 1.7 Description of Expected Results 1.8 Description of Actual Results 1_9 Variance Reporting 1.10 Resource Requirements for Resolution 1.11 Corrective Action 1.12 Summary of Results (with Signature/sign-off line) 1.13 Conclusion 5. Training, Manuals- and Documentation: The Contractor shall provide County with and maintain two (2) copies of a comprehensive and customized Public Mass Notification System Manual designed to document (he proposed solutions software functions, guide trained users on detail process steps and train futures users. Additionally, technical specifications, including a network diagram of the systems architecture,data dictionary and data schema, shall be provided to allow proper maintenance of the System by County network and database administrator staff. The County may copy all manuals and documentation provided by Contractor for use and distribution to County public safety departments as needed. The Contractor shall provide all technical, administrative and user training required for County staff to use the software solution. Contractor shall provide training of County staff including all technical, administrative and user training. All training shall be conducted using the actual application and data of the County. Training material shall be provided in both soft and hard copies for future County "train the trainer" sessions. Training sessions shall seat up-to 25 participants per session. For on-site training, the Contractor shall provide a central site for training. Contractor shall also provide a Train-the-Trainer model should the County require it. During training sessions, users will be trained in best practices, and provided with detailed information regarding Contractor support. End user training shall consist of: Introduction & Website Overview; Contacts (search & view contact details); Groups Management (creating groups & editing groups); Message Types; Send a nlackMard Connem,Inc. Convecmr lniiisl:_ZV File Fcldc,625i20 27 Contracl n AIA.060-1.101108 Page 27 of 32 Return to Agenda Report message (3-steps process); Scripting messages; Recording messages; Selecting contacts by list; Selecting contacts via Geo-Calling; Scheduling messages' Reviewing Call Reports; Re-Send Messages; Updating User Account Information; and Q & A. Power users/administrators receive additional information about assigning user rights and roles, call authorization functionality, PIN authentication, and best practices policies and procedures development. Technical administrators, operations staff, and support staff receive additional training in data upload and system integration management as well as troubleshooting as relevant. Authorized users have access to online training and training materials, which can be reviewed and approved by the County. Blackboard Connect is responsible for the provision of all training materials, which shall include hard copy and electronic copy as needed. Training Materials will include the following documentation at minimum: Documentation Provider!: I. End Users - User Guides, Send-A-Message Cheat Sheet, and Dial-In messaging card. 2. System Administralors/Technical — All items above, plus the following items: User Management Guide, County Best Practices Guidelines, Introduction Letters, and other Forms, Data Reference.Guide and Upload Reference Guide. 3. Train the Trainer Users - All items above minus the Data Reference Guide, plus the following items: Trainer Script for Presentation, Trainer's handbook, Trainer's Guide to Best Practices, 6. System Annual Maintenance and Support and Upgrades: Contractor will provide unlimited live 24 Hour/7 Days a Week/365 Days a Year support for all users--not solely for named users--through Contractor's 24-hour toll-free support line at no additional cost to the County. Support response time shall be 15 minutes or less for all issues, at all times of day or night, through the Help Desk toll-free support line. The service shall include unlimited 24-hour support for all users backed by Contractor's Client Care Team who will assist the County to implement the service, train users, drive appropriate usage of the service, and establish and monitor success metrics to ensure measurable results are delivered and documented. Contractor will ensure integration, training, and guided system use according to best practices built with help from our existing clients. Contractor will provide technical directors to load and integrate data from their database systems to our contact management system. Contractor will provide "Quick Reference Guides' for users, replete with message script templates as well as "tips and tools' on how to create quality outbound messages to parents. Contractor will assign a Client Care Specialist who will help drive usage of the system. Based on experience in serving other clients of the Connect service, Specialists offer coaching on message length, frequency of use, content, and tone to ensure receptiveness and satisfaction from recipients. The Specialist leads the County through an assessment and evaluation mackitnand Conn¢t,Ina Co manor Initial:' ta�l File 1625420 28 ConimaNMA-06013011688 Page 28 of 32 process to ensure the benefits from using the Connect service are tracked and documented. All members of Contractor's Connect Client Care Team shall be full-time, Blackboard Connect employed customer service professionals. Contractor will assure data security by requiring all staff to undergo and clear extensive background checks prior to employment. Additionally, all Client Care Team members are Level 1/2 cross-trained in both customer and technical support to address a variety of County needs. In the event that an issue needs to be escalated, escalation levels are listed below. Response time from level to level is typically an hour or less, but will be dependent upon the severity of the issue. Incident resolution will be dependent upon the severity of the issue as well. Contractor's Client Care Account Manager will provide updates throughout any incident until there is incident resolution. Escalation Contact Contact Number Level Level 1 Help Desk or Client Care Manager (System& (877)428-9411 Functional Issues Level 2 'Client Care Director (System&Functional (818)808-1700 or as Issues) above Level 3 Senior Client Care Director(Functional Issues) (818) 808-1700 or as Technology Director—Integration Director above (System Issues) Level 4 Chief Technology Officer(System Issues) (818)808-1700 or as above Contractor shall seamlessly roll upgrades and updates into the service on an ongoing basis. All upgrades and enhancements will be rolled out seamlessly into the web interface after extensive testing. Major upgrades typically occur quarterly. Minor upgrades occur weekly or as needed. County will be notified about any additional client-facing functionality through email or phone call from Contractor's Client Care Account Manager. All major upgrades and updates include new user documentation and training as requested. Unlimited new and refresher training is available to all users at any time throughout the lifetime of the Contract. For each upgrade, Contractor will provide release notes, detailing what changes have been made to Contractor's system, and updated documentation, user manuals, and training materials with each update/upgrade of the system while under maintenance agreement, to include one (1) complete set of documentation for the application administrator, one (1) complete set of documentation for the County's IT personnel, one (1) complete user set able to be copied, and one (1) electronic copy in the most current version of Microsoft Word,and(1)electronic copy in web browser accessible format. Illadlward Connna,Inc. Contractor Initial, Fila Folder 625420 29 Contma N MA-060-13011688 Page 29 of 32 ATTACHMENT B COST SUMMARY I. COMPENSATION This is a fixed price Contract between the County and Ste Contractor for a Public Mass Notification System as further described in this Contract. The Contractor agrees to supply all goods and services to provide and fully implement the Public Mass Notification System Solution including: Software License, implementation, data and map integration, software training, documentation, as well as, annual software maintenance and support. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. The County shall have no obligation to pay any sum in excess of the total Contract amount specified herein unless authorized by formal Amendment. II. PAYMENT The total Contract amount for the first three years shall not exceed: $900,000.00 Year One Costs Enterprise License/Subscription 1. Perpetual License/Subscription Not Applicable 2. Annual License/Subscription S300,000.00 Usage Transaction Fee No Charge Software/Service Configuration and integration with other No Charge County systems Implementation Services and Customizations No Charge Software Training, Manuals and Documentation No Charge Annual Software Maintenance and Support Fee I No Char e Hostino Services Fees: If Hosted by Contractor,identify No Charge and describe any additional one-time and on-going fees CA Sales Tax 8.00%(If applicable) No Charge Year One Total: $300,000.00 Year Two Costs Annual License and Software Maintenance and $300,000.00 SupporlFee Hosting Services Fees: If hosted by Contractor, identify No Charge and describe any additional on-going fees Year Two Total: $300,000.00 Year Three Costs Annual License Software Maintenance and $300,000.00 Support Fee Hostin• Services Fees: If Hosted by Contractor, identify No Charge Wi6ixand Connw.Inc, Cureacror initial Pile Folder 625420 30 Commcta MA-060.13011688 Page 30 of 32 and describe any additional on-going fees Year Three Total: 1 $300,000.00 Year Four Costs—If Renewed Annual License Maintenance and $300,000.00 SupportFee Hosting Services Fees: If Hosted by Contractor,identify No Charge and describe any additional on-going fees Year Four Total: $300,000.00 * Use of the system for testing, internal notification, and emergency purposes is included in the annual license fee for all users. Emergency is defined as a period of time before, during, and after a situation where life or property is endangered. Other political sub- divisions and County of Orange agencies/departments may buy additional OUTREACH and SURVEY non-emergency message units at $10,000.00 per 50,000 voice or text messages. Contractor will continue to offer UNLIMITED email messages. Other political sub-divisions and County of Orange agencies/departments wanting to utilize this and other non-emergency aspects of this Contract will be required to issue their own subordinate contract documents. III. Pavment Terms Software Annual License or Annual Maintenance and Support: Invoices for Annual License with Maintenance and Support costs will be submitted annually in advance to the address specified below. Contractor shall reference Contract number on invoice. Payment will be Net 30 days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by the agency/department and subject to routine processing requirements, Billing shall cover services and/or goods not previously invoiced. The Contractor shall reimburse the County of Orange for any monies paid to the Contractor for goods or services not provided or when goods or services do not meet the Contract requirements. Payments made by [lie County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. IV. Pavment/Invoicine Instructions The Contractor will provide an invoice on Contractor's letterhead for services rendered. Each invoice will have a number and will include the following information: a. Contractors name and address b. Contractors remittance address(if different from 1 above) c. Name of County agency or department d. County Contract number e. Cost f. Contractor's Federal I. D. number nlnckWo M Canna.Inc. Connector Init131.63 Fde Folder 625420 31 Comma n MA-060.U011689 Page 31 of 32 Return to Aaeada Report g. Total The responsibility for providing an acceptable invoice to the County for payment rests with the Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to the Contractor for correction. The County Project Manager, or designee, is responsible for approval of invoices and subsequent submittal of invoices to the Auditor-Controller for processing of payment. Except for the optional fourth year of this Contract, for the avoidance of doubt, Contractor shall invoice each applicable Annual License and Annual Support and Maintenance fee annually in advance. Invoices and support documentation are to be forwarded to: Orange County Sheriffs Dept Emergency Management Bureau Ann:Donna Boston 2644 Santiago Canyon Rd. Silverado, CA 92676 BlaekboaM Connect,Inc. Cononcl.,Initial: He raWr 625420 32 Cammm4 MA-060-13011689 Page 32 of 32 Exhibit "B" C) Orange County Operational Area Countywide Public Mass Not System Standard Operating Procedures Effective: June 30, 2008 I. PURPOSE The purpose of this document is to outline the Standard Operating Procedures for the use and administration of AlertOC, the Orange County Public Mass Notification System, hereinafter referred to as "System". This document will provide more specific step-by-step procedures and roles and responsibilities at the regional level including describing expectation of participants. Individual jurisdictions/agencies should create and maintain and regional concepts. The step-by step procedures for activation and use will be maintained in a separate document maintained by each jurisdiction/agency as a part of their emergency response plans for overall planning and response efforts. A copy of these procedures shall be maintained in RespondOC in the AlertOC folder. This document does not supersede any policy and procedures outlines in the Memorandums of Understandings signed by participating agencies, but should be used to support the use of the Orange County Mass Notification System. II. SYSTEM DESCRIPTION The primary intent of the Countywide Public Mass Notification System is to disseminate early warning and time sensitive information to county businesses and residents during time of an emergency event. The Public Mass Notification System is only one component of the County of Orange Public Warning System. As deemed fit by local authorities, the System should be used in conjunction with the other public warning mechanisms including, but not limited to, route alerting, the Emergency Alert System, sirens, and press releases. The Mass Notification System is available 24/7 and has been pre-loaded with Orange County landline phone numbers (including unlisted) and countywide geographic maps. Additionally, citizens have the option to provide additional contact information via self- registration portal www.alertoc.com with link access from county and all participating entity websites. Upon local authority decision to activate, the System will be used to send a message, describing the situation and recommended action the public should take, to affected businesses and households via telephone, e-mail and/or text. The County of Orange, Orange County Sheriffs Department is the sponsor of the Countywide Public Mass Notification System initiative and will take appropriate measures to ensure that the System is in a slate of operational readiness at all times. It is the responsibility of all participating Agencies to maximize citizen benefits from the System. While the County's intent for implementing and maintaining the System is for "emergency" use, upon consent from local authorities, cities may optionally use the System to disseminate "government-related" non-emergency notifications to citizens and organization resources within its jurisdiction. See Section V. Authorized Use and Section Vill. Cost for policy guidelines relating to non-emergency use. Page 1 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures III. GOVERNANCE The Orange County Sheriffs Department Emergency Management Division will manage the Mass Notification System as a countywide asset under the Policy and Guidance approved and recommended by the Orange County AlertOC Working Group., and agreed upon by each individual Agency when they opt into the system. Use of the System by each Agency is contingent upon that Agency abiding by the contract with the mass notification vendor, and the protocols established by the Emergency Management Council and Operational Area Executive Board. The System utilizes the 9-1-1 database to complete the notifications. The use of the 9-1-1 database is regulated by the California Public Utilities Code (CPUC) sections 2872 and 2891.1. The information contained in the 9-1-1 database is confidential and proprietary and shall not be disclosed or utilized except by authorized personnel for the purpose of emergency notifications. Any agency in violation of this regulation is subject to criminal charges as described in the CPUC. The Orange County Sheriffs Department Emergency Management Division is responsible to ensure that the provisions of the contract are implemented properly. Authorized users must respect the integrity of the database, understand the privacy issues and fully comply with the policies and protocols outlined in this document. If violations of the MOU and this approved policy document are made by any individual or Agency, the Orange County Sheriffs Department reserves the right to disable that individual's or Agency s login(s). IV. OVERVIEW OF GENERAL SYSTEM FEATURES At minimum, the Orange County Sheriff's Department shall acquire and maintain a Public Mass Notification System capable of meeting the following requirements. A. Licensed for use throughout the County's entire region B. Capacity to send a 45 second message to 10,000 residents and businesses within 10 minutes C. Capacity to send messages via phone, e-mail and text D. Accessible via the public Internet E. Provides audit trail logging and reporting F. GIS map interface for geographic call list generation G. Citizen self-registration web portal (available in English, Spanish and Vietnamese) H. Interactive phone survey technology and reporting I. IVR based notification setup and execution J. Capable of identifying constituents preferred language and sending message in English, Spanish and Vietnamese Page 2 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures V. AUTHORIZED USE The Mass Notification System is designed to be a countywide asset, available to all Agencies that have a dedicated public safety answering point (PSAP) and/or a resident population they are responsible for making protective action recommendations. An Agency may participate in the countywide System at no charge when used for emergency purposes until June 2017. Agencies authorized to join the system at no cost are limited to the incorporated cities in the Orange County Operational Area, County agencies and departments, the Municipal Water District of Orange County and Orange County Retail Water Agencies. Each participating Agency must sign a MOU and will maintain, at minimum, a Local Agency Administrator responsible for implementing and administering use of the System at the local level. Cities Cities wishing to participate may do so by having an authoritative representative sign the "Orange County Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, a vendor provided user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send an unlimited number of emergency notifications to the public as well as an unlimited number of emergency and non-emergency inter-department messages. Each participating City shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. County Users Unincorporated areas of Orange County will have emergency messaging to the public launched by the Orange County Sheriff's Department. All other county agencies may have access to utilize the system for interdepartmental use. Each participating County agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide and provide this guideline to the Orange County Sheriffs Department Emergency Management Division. Water Retail Water Agencies The Municipal Water District of Orange County and Orange County Retail Water Agencies wishing to participate may do so by having an authoritative representative sign the "Orange County Water Retail Agency Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, and the Orange County Sheriffs Department, Emergency Management Division in collaboration with the Municipal Water District of Orange County — Water Emergency response Organization of Orange County (WEROC) will provide a user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send emergency notifications to the public by utilizing pre-established GIS shape files or the system's interactive map feature to identify their water users. Each participating agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. Page 3 of 13 Return b Aaenda Report Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures Emergency Use Use of the Mass Notification System for emergency activity contains two components: (1) the need to disseminate critical, safety-related information to individuals regarding emergency events occurring now, follow up information regarding the event and termination of the emergency event., and (2) communicating with safety-responder staff, volunteers and involved parties about the emergency event. As a general rule, the System is to be used when the public is being asked to take some action (e.g. evacuate, prepare to evacuate, shelter in place, boil tap water before drinking, local assistance centers and other follow up information, rentry to an areas after evacuation orders have been lifted or termination of the emergency because the danger has passed). Emergency Public Notifications are limited to: 1. Imminent or perceived threat to life or property 2. Disaster notifications 3. Evacuation notices 4. Public health emergencies 5. Public safety emergencies 6. Any notification to provide emergency information to a defined community The following criteria should be utilized to assist with determining the need to issue an alert: 1. Severity. Is there a significant threat to public life and safety? 2. Public Protection. Is there a need for members of the public to take a protective action in order to reduce loss of life or substantial loss of property? 3. Warning. Will providing warning information assist members of the public in making the decision to take proper and prudent action? 4. Timing. Does the situation require immediate public knowledge in order to avoid adverse impact? 5. Geographical area. Is the situation limited to a defined geographical area? Is that area of a size that will allow for an effective use of the system, given the outgoing call capacity? 6. Are other means of disseminating the information inadequate to ensure proper and time delivery of the information? 7. Is the message being sent follow up information to an emergency event in progress? If the answer to ALL of these questions is "Yes", then an activation of the Mass Notification System for emergency purposes may be warranted. To assist with trigger points for potential message use topics refer to Attachment A Emergency Responder Notifications are limited to: 1. Contacting first responders to advise of an emergency 2. Contacting first responders to report for duty due to an emergency 3. Contacting key staff regarding an emergency or crisis situation Page 4 of 13 AAkOrange County Operational Area Countywide Public Mass Notification System qW Standard Operating Procedures 4. Contacting agency employees/DSWs to report at a different time or location (or provide an update) due to an emergency 5. Exercises Emergency considerations: 1. Notification shall clearly state situation is an emergency 2. Message length shall not exceed 60 seconds 3. It is highly recommended all messages are recorded using a real voice and not the computer transcriber. 4. It is highly recommended to provide a phone number or website where the public can obtain additional or updated information 5. An all clear notification should be sent when applicable A. Inter-Department Communication City and County Agencies may use the Mass Notification System for non-emergency inter- departmental business communication as needed, without cost. It is recommended that individual Agencies identify where this would add value to their operations and establish separate written protocols and procedures for this use. B. Non-Emergency Public Use No agency shall use the Mass Notification System for non-emergency public announcements unless a separate contract with the vendor is established. Non-emergency use shall be consistent and in compliance with the non-emergency guidelines included within. Any agency in violation of this term may have their use of the system suspended. Additionally, E 911 data is not allowed to be utilized for non emergency use according to the law California Public Utilities Code (CPUC) sections 2872 and 2891.1 and violators may be subject to criminal enforcement. Jurisdictions will be limited to utilizing the self-registering portal entry data only when launching non-emergency messages. Agencies who contract to use the countywide System for non-emergency activity agree to give precedence to emergency notification call-outs by delaying or terminating non- emergency notification sessions if needed to increase emergency message success. The primary concern for point of failure in this situation is not the Mass Notification System, but the telephone port capacity of local phone providers responsible for delivering calls to residents. Cost associated with non-emergency public notifications is the responsibility of the local Agency, See section Vill. Non-emergency public notification use is prohibited for any of the following purposes: 1. Any message of commercial nature 2. Any message of a political nature 3. Any non-official business (e.g. articles, retirement announcements, etc.) 4. To send a message to an E911 obtained data source; see Section III, Governance, for additional information relating to E911 data use restrictions Page 5 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures VI. AUTHORIZED SYSTEM USERS A. Public Notifications In general, use of the system in most cities is the responsibility of the local law enforcement agency. Since law is responsible to make alert, notification and evacuation orders. However, others may also be authorized to make notifications will be officials including , emergency management, fire and city manager departments. County Administrator: The Orange County Sheriffs Department will act as the Countywide Public Mass Notification System County Administrator. County Administrator responsibilities are covered in section IX. System Administration and Operation. County User: Orange County Sheriff's Department Emergency Communication Division (9- 1-1 dispatch), Control One and Emergency Management Division personnel will be setup as "County" users. County Users will have permission to access and launch emergency notifications to all jurisdictions within Orange County consistent with County Operational Area public safety response guidelines. All other county agencies will have permission to execute inter department notifications. The Orange County Emergency Operations Center, when activated will be responsible for all public notifications to unincorporated areas during an emergency. For day to day use of the system for public safety incidents including but not limited to hazmats, felony crimes with suspects still at large, the Orange County Sheriff's Department Commander will be responsible for execution of messages. Local Agency Administrator: A minimum of one designated Local Agency Administrator will be required for each Agency participating in the countywide System. Local Agency Administrator responsibilities are covered in section IX. System Administration and Operation. Local Agency User: Participating Agencies may have an unlimited number of Local Agency Users. Local Agency Users will have access to resident contact records within their jurisdiction as well as neighboring jurisdictions with an established MOU agreement. Local Agency Users will be authorized and managed by the Local Agency Administrator and may have varied system permissions. Any City jurisdiction who has contracted police services (ex: Yorba Linda Police Services is contracted with Brea Police Department) shall grant and provide access to their jurisdictions system in order to launch messages in a timely manner. • Water agencies are identified as local users under the Orange County Sheriffs Department Emergency Management Division. Inter-Department User: Inter-departmental users will have permission to inter-departmental contact information only and are authorized to use the system solely for inter-departmental communication including but limited to first responder or volunteer call-outs. Additional user for special contact groups including In House Special Services (IHSS), access and Page 6 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures functional need cliental may be established with prior authorization from the Orange County Sheriff's Department to ensure no vendor contract violations are occurring. VII. ACTIVATION OF THE SYSTEM Each City Jurisdiction is responsible for launching messages to affected citizens and businesses within their jurisdiction. Determination of authority to request activation of the Mass Notification System rest with local officials, not with the County of Orange or the Orange County Sheriff's Department Emergency Management Division. Water agencies are responsible for launching messages to affected citizens and businesses as identified in their service district. The following is protocol to be followed when an emergency message is launched anywhere in Orange County. A. Public Notifications 1. The County of Orange is authorized to use the System to send notifications of regional emergencies to any and all residents within the Operational Area (example: Countywide quarantine order for a health alert). Upon sending a countywide notification, Orange County Sheriff's Department Emergency Management Division will, as soon as possible, advise the appropriate local Agency that mass notifications have been sent by the County to residents of their cities. Pre-notification to emergency managers by email or WebEOC of this AlertOC activation before actual delivery of the message will occur if possible. 2. Other than regional emergency notifications, public notifications are the responsibility of the individual City/Local Government. In the event that the geographical location of an incident requires a message to be delivered to multiple jurisdictions, the responsible Agency will inform each individual Agency so that they can send the message to those affected within their own jurisdiction. Exception: Small unincorporated neighborhoods embedded within City limits will receive mass notification of local city emergency activity from City Officials. This does not include the unincorporated areas of Rossmoor, Midway City, Cowan Heights, Lemon Heights, all canyons, Coto de Caza and Trabuco Canyon areas. Any of the fore mentioned unincorporated areas by names, coordination will have to occur with the Orange County Sheriffs DepartmentlWalch Commander when the EOC is not activated. 3. For a City wishing to send or receive messages to or from a neighboring Agency during time of a multi-jurisdictional incident, an MOU should be established between both parties that grants permission for the handling Agency to send emergency notification to residents within the affected Agency. (Exception will be made for cities who have contracted law enforcement services. No MOU will be required and access SHALL be granted). a. In the event no MOU has been established, the local city agency will contact the Police Watch Commander who is the 24 hour warning point for all cities for approval and coordination. 4. Water agencies sending information to the public will do so only to pre-loaded GIS shape files containing their service areas. This procedure must occur due to the overlapping jurisdictional boundary areas. Water agencies will launch messages under the Orange County user account. Pre-notification to the Water Emergency Response of Orange County (WEROC) emergency manager, and impacted city emergency Page 7 of 13 rt AAk Orange County Operational Area Return b Mende Repo Countywide Public Mass Notification System qW Standard Operating Procedures managers will occur prior to the lunch of the message by email containing the AlertOC message before actual delivery of the message will occur. a. The WEROC Emergency Manager is responsible to notify and provide the information to the OA/County Emergency Manager since the identification information will show the County of Orange as the initiator. 5. In the event a participating Agency is unable to send out an emergency message, the Orange County Control One Coordinated Communications Center is available to act on the local Agency's behalf. Agencies that do not have a current MOU with the County may also request Control One to send out an emergency message. Control One will not be available to send internal not cations. All rules and guidelines are applicable. It is still the responsibility of the local agency with the primary responsibility of the incident to receive approval for adjacent jurisdictions on multi jurisdictional events. Attachment B is the launch form containing all information required in order to launch a message. Authority to request mutual aid assistance from Control One must be requested by a Lieutenant or above (same protocols as requesting a Code Alex). 6. If the Operational Area EOC is activated, agencies may request to utilize the Orange County Information Hotline 714-628-7085 as the identification phone number for residents and businesses to call to obtain additional information. Agencies are requested to send a copy of the AlertOC script to the OA EOC before the message is launched, if possible. 7. Participating Agencies are authorized to develop pre-established notification lists and messages to meet their individual needs. These lists may include special populations (e.g. in-home care, schools, etc) or those susceptible to certain risks (e.g. homes within dam inundation zone). It is the responsibility of the participating Agency to create, maintain and update these lists. B. Emergency Response and Inter-Department Notifications: 1. Each participating Agency is authorized to create employee/volunteer and department call lists and pre-recorded messages. 2. Any non-city agency wishing to create specialty groups which still contain public contact information (ex: special needs callouts) may do so with prior consent. However, any activation of information to any of these groups needs to be Coordinated to ensure clear, concise and accurate information is being dispersed. During emergencies, messages will be coordinated with the Operational Area, Orange County Sheriffs Department Emergency Management Division. 3. It is the sole responsibility of each participating Agency to maintain these lists and to launch notifications as deemed necessary. Vill. COSTS The County of Orange agrees to fund the System for notifications classified as "emergency use'. The County of Orange also agrees to Continue to purchase updated E911 telephone data and geographic maps. Costs associated with use of the System for non-emergency activity is the responsibility of the local Agency through separate contract with the mass notification Vendor. Page 8 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures IX. SYSTEM ADMINISTRATION/OPERATIONS Individual Agencies are responsible for providing logins and procedural training to key individuals within their Agency responsible for using the Mass Notification System. A. County Administrator The Orange County Sheriffs Department will assign and maintain a designated Mass Notification Program Administrator responsible for overall acquisition, accessibility, maintenance, compliance and management of all components required to provide an effective countywide mass notification system. The County Administrator is responsible for: 1. System acquisition and contract management. 2. Policy management and as needed modification (in consultation with public safety, emergency management and emergency response personnel.) 3. Audit compliance: routine monitoring of System use to insure policy and contract compliance. 4. Access management: record management of signed MOU from each participating Agency, distribution of local administrator accounts and updated local administrator contact list. 5. Data management: E911 data acquisition, update and compliance monitoring. Countywide map file acquisition, update and overall geo-coding. 6. Testing: facilitate routine System-wide test exercise, document overall test results and recommend and execute, as needed, corrective action at the County level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the public aware of the countywide public mass notification system initiative and citizen web portal. 8. System support: provide support to Local Agency Administrators. B. Local Agency Administrator Participating Agencies agree to appoint a designated Mass Notification Local Administrator responsible for leading, coordinating, monitoring and optimizing use of the Mass Notification System at the local level. Local Agency Administrator shall act as the Agency's central point of contact and will work collaboratively with the County Administrator to insure local use of the system is within policy and MOU guidelines. Local Agency Administrator is responsible for: 1. Contract acquisition if Agency will use the system for non-emergency purposes. 2. Local Agency Mass Notification Operating Procedure development and management. 3. Use compliance: routine monitoring to ensure System is used within the conditions and terms of this document and associated MOU. 4. Access management: local user account distribution and management, record management of MOU(s)and signed end user P&P. 5. Data management: perform routine data management, error-correcting and data integrity updates to System contact and geo-coded map data. Page 9 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures 6. Testing: facilitate routine local System test exercise, document local test results and recommend and execute, as needed, corrective action at the local level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the local community aware of the intended use of the Mass Notification System and citizen web portal. 8. System support: provide support to local Agency end-users. X. INFORMATION SYSTEMS AND SUPPORT The Orange County Sheriff's Department will acquire and maintain 24x7x365 vendor support for the Mass Notification System. Participating Agencies are authorized to contact vendor support as needed. XI. ROUTINE TESTING The Mass Notification System will be tested quarterly. Test exercises will be geared towards insuring that use of the System in an emergency is optimized. This includes testing operational readiness, activation procedures and system effectiveness as well as validating data and system processes. Through test exercises, System administrators and users will be able to observe the mode of operation to augment and refresh System and process knowledge. Specific test exercise routines, roles, responsibilities and schedule will be detailed in the Operational Area Standard Operating Procedure document. By signing the Mass Notification System MOU, participating Agencies agree to take part in quarterly Mass Notification countywide test exercises. XII. DEFINITIONS 1. System — All components of the Mass Notification System including hardware, software, access portals, contact data and GIS maps. 2. Resident—Comprises households and businesses. 3. IVR — Interactive Voice Response is a phone technology that allows a computer to detect voice and touch tones using a normal phone call. This technology will allow a user of the Mass Notification System to launch a message to a pre-defined call list when a pc or internet connection is not available. 4. Emergency- "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the county and participants' respective jurisdictions. Page 10 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures Revision History: Revision Date Author Description April 18,2008 PMNS Policy Committee Document originated May 19,2008 PMNS Executive Review Team Non-emergency session termination in Section V., Item C. June 16,2008 Teara LeBlanc Exception clause in Section VII, Item A.,bullet 2. Ma 2010 Vicki Osborn Revision of all sections June 2012 Raymond Cheung Revision for OCSD transition May 2013 Raymond Cheung Revision for new vendor contract Page 11 of 13 Return b Mande Report Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures Attachment A—Alert OC Trigger Points Guidelines Placeholder Type of Incident Description Meets Public Safety Criteria Active Shooter A shooting with armed individual or individuals is Yes occurring in a known area. Boil Water An unsafe water supply issue requiring the public to Yes Orders boil water before use. Building Fire Afire occurring in an urban area requiring evacuation Yes or shelter in place for the immediate area. Violent Crimes Violent crimes that just occurred such as robbery, Yes assault, murder, etc. Felony Suspect Law enforcement is currently searching for a felony Yes at Large suspect that is suspected to be in a certain area. HazMat Hazardous Materials incidents that require a firelhazmat Yes response and may include evacuations or shelter-in- lace orders. Health Orders Any public health order made pursuant to County Yes Health Officer recommendations. Missing Adult 12- 17 yrs with decreased mental capacity or medical Yes (920A) with condition special circa Missing Child 12 yrs or younger ***Discussion add Amber alert Yes 920C triggers Missing Juvi 18 yrs and older 12- 17 yrs with decreased mental Yes (920J)with capacity or medical condition special circa Severe Weather Weather warnings that forecast an occurring or Yes Related imminent threat to public safety or coincide with protective action recommendations such as voluntary or mandatory evacuation orders. Evacuation or Voluntary or mandatory evacuation or shelter-in-place Yes Shelter-in-Place orders. Wildland Fire A fire occurring in a wildland urban interface area Yes requiring immediate evacuation or shelter-in-place. Road Closures Unplanned road closures due to an emergency Yes situation. Planned Events Road closures due to community events planned in No advance. Page 12 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures AlertOC Activation Form (for emergency use only) (Attachment B) Request Received Date/Time: By: (NameTitle) Jurisdiction Information Jurisdiction Name: Requestor: (Nameiride) Contact Phone Numbers: #1: #2: Authorizing Official: (NameRtle) Message Specifics Date/Time Message to Be Sent: ❑ Immediately Targeted Recipients: Type of Message: ❑ Phone ❑ e-mail ❑ SMS SMS Content: Message Content: Staff Executing Message Initiator Name(printed): Authorizing Sheriff Official: Date and Time Sent: Name, Date and Time Results provided to jurisdiction Page 13 of 13 Exhibit "C" NONDISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT BETWEEN PACIFIC BELL TELEPHONE COMPANY dbe SBC CALIFORNIA, AND THE COUNTY OF ORANGE, CALIFORNIA THIS AGREEMENT, effective this 26th day of June , 2008, CEffective Date') is between PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, a California corporation (hereinafter "SBC California"). County of Orange(heminafter'Customef)and NTI Group, Inc. (hereinafter"Subcontractor). 1. Customer has requested Neighborhood Call service from SBC California under SBC California's Tariff,CAL.P.U.C. NO.A9.2.6 and agrees to comply with all provisions of SBC California's Tariff,CAL.P.U.C. NO.A9.2.6. 2. Customer has identified Subcontractor as its agent for obtaining Neighborhood Call subscriber information from SBC California for provision of community alerts and notifications to citizens as defined in Califomia Public Utilities Commission Code Sections 2872 and 2891.1 and as allowed in SBC California's Tariff, CAL.P.U.C. NO.A9.2.6. In the event Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information, Customer shall provide SBC California written notice of such change 30 days in advance of Subcontractor's agency status being terminated by Customer. 3. Subcontractor certifies that it has reviewed the terms and conditions of the SBC California Tariff,CAL.P.U.C.NO. A9.2.6 for Neighborhood Call and specifically A9.2.6B.2.b which stipulates in part: "The Neighborhood Call database information provided to Customer pursuant to this tariff is confidental and proprietary and such information will be held in confidence and only used and disclosed to Customer's employees or its subcontractors and agents with a need to know for purposes of providing a community alert and notKcafions to citizens as defined in California Public Utilities Code Sections 2872 and 2891.1. Customer agrees that each of its employees, subcontractors or agents receiving or having access to the Neighborhood Call database information will be informed that such information is subject to the terms and conditions of this tariff and the Neighborhood Call database information will remain the property of Pacific;that the Neighborhood Call database information will be treated with the same degree of care as Customer affords to its own highly confidential and proprietary information; and that the Neighborhood Call database information will not be reproduced in any manner,unless otherwise specifically authorized in writing by Pack. Upon request,Customer will promptly return to Pacific all Neighborhood Call database information in a tangible form or certify to Pacific that such information has been destroyed' 4. Subcontractor agrees to comply with each of the obligations contained in SBC California's Tariff, CAL. P.U.C. NO. A9.2.6.B.2.b for Neighborhood Call Tariff. Notwithstanding the preceding sentence, Subcontractor agrees that no Neighbomood Call subscriber information will shared with any non-employee of Subcontractor, whether it be a subcontractor or agent, without the written authorization of Customer and the execution of a Nondisclosure Agreement with SBC California. 6. This Nondisclosure Agreement shall be in effect from the Effective Date until such time that Customer terminates its request for Neighborhood Call service from SBC California or Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information. Subcontractor's duty to keep the Neighborhood Call subscriber information confidential shall continue beyond the term of this Nondisclosure Agreement until such time that Subcontractor returns to SBC California all Neighborhood Call subscriber information in a tangible form or certifies to SBC California that such information has been destroyed. 6. Nothing contained in this Nondisclosure Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information. 7, This Nondisclosure Agreement shall benefit and he binding upon the parties hereto and their respective subsidiaries,affiliates,successors and assigns. 8. This Nondisclosure Agreement shall be govemed by and continued in accordance with the laws of the State of California.irrespective of its choice of laws principles. [SIGNATURE PAGE FOLLOWS] PACIFIC BELL TELEPHONE COMPANY dba XXXX(Customer) SEC CALIFORNIA By: By: r Print Name: Pnnt Name: Tears LeBlanc Title: Title Procram Manner Date Signed: Date Signed: June 30.2008 XXXX(Subcontractor and/or Agent) By: Print Name: Title: Date Signed: 2 ADMINISTRATION COMMITTEE Meeting Date T1.1 IDir. 07/10/13 7/24/13 AGENDA REPORT Item Number Item Nu bar v 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: IMPLEMENTATION OF IBM-MAXIMO ENTERPRISE ASSET MANAGEMENT SYSTEM, PHASE 3 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement for Specification CS-2011499BD- PHASE III with Total Resources Management, Inc. (TRM, Inc.), effective July 25, 2013, for Phase 3 of the Implementation of the IBM-Maximo Enterprise Asset Management System, for an amount not to exceed $810,567; and B. Approve a contingency in the amount of$81,057 (10%). SUMMARY The Orange County Sanitation District (OCSD) currently owns the IBM-Maximo Enterprise Asset Management software. To manage the risk of a large software implementation effort, the implementation project is divided into independent phases. Three firms were pre-qualified to negotiate and propose the best value for the implementation of these phases. Phases 1 and 2 were awarded to TRM, Inc. At a cost of $327,638, phase 1 performed a needs assessment to evaluate best practices and develop an overall implementation strategy. Phase 2 cost $478,462 and migrated inventory and warehouse functions from the JD Edwards Financial Information System into Maximo. Phase 3 will replace the current Computerized Maintenance Management System (CMMS) software and will adjust maintenance business practices to follow best practices. This will be the largest effort in the implementation. Subsequent phases will address asset management and depreciation, fleet management, and other maintenance best practices and processes. PRIOR COMMITTEE/BOARD ACTIONS May 2012 — Approved Amendment No.2 to the Professional Services Agreement, issued to TRM, Inc. for Phase 2 of the Implementation of IBM-Maximo Enterprise Asset Management System. October 2011 — Awarded a purchase contract to TRM, Inc. for Phase 1 of the Implementation of IBM-Maximo Enterprise Asset Management System and authorized the General Manager to select from proposers TRM, Inc., EMA, or Starboard Page 1 of 3 Consulting, LLC to negotiate and obtain the best value for the implementation of subsequentphases. ADDITIONAL INFORMATION The current Computerized Maintenance Management System (CMMS) software is used by Operations & Maintenance staff to manage plant and sewer assets, plan/schedule and perform work order management activities, and track/monitor maintenance related regulatory issues. The software is obsolete and no longer supported. This phase of the implementation will replace the CMMS, implement maintenance practices that are in line with best practices, and configure Maximo to be used in an optimized planning & scheduling environment. On April 4, 2013, OCSD issued a Request for Proposal (RFP) to TRM, Inc., EMA, and Starboard Consulting, LLC. On April 30, 2013, two proposals were received. A panel consisting of seven OCSD staff reviewed and ranked each of the proposals in accordance with Resolution No. OCSD 07-04, Section 5.07. This RFP used the consensus scoring method. During consensus scoring sessions, the evaluation facilitator directs the team's attention to each item in the specifications. The evaluation team considers one proposal at a time, comparing the vendor's proposed offering against the specifications in the underlying RFP. Consensus scoring sessions encourage open discussions and questions among members of the evaluation team. Evaluators discuss the relative strengths and weaknesses of a vendor's proposal in each area. The following criteria/weights were used to evaluate the proposals: Proposed Staffing and Project Organization (20%), Qualifications of Firm (25%), Work Plan (20%), and Cost Evaluation (25%). The solution proposed by TRM, Inc. was rated higher than the Starboard Consulting, LLC solution. Staff recommends awarding the Professional Services Agreement to TRM, Inc. for a not-to-exceed amount of$810,567. PROPOSAL EVALUATION TABLE Criteria Weight Weighted Starboard TRM, Inc. Score Consulting, LLC Evaluator Consensus Consensus Proposal Evaluation Proposed Staffing & 20 200 140.0 160.0 Project Evaluation Qualifications of Firm 25 250 175.0 200.0 Work Plan 20 200 150.0 160.0 Cost Evaluation 25 250 179.3 250.0 Total 6R 770.0 Initial Proposal Fee $1,090,200 $1,206,692 Negotiated Fee 1 $1,130,000 $ 810,567 Page 2 of 3 CEQA N/A BUDGET/ DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Orange County Sanitation District's Delegation of Authority. This item has been budgeted under SP-100, Asset Management/CMMS System Replacement. ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: 1. Professional Services Agreement Page 3 of 3 Return W Aaenda Reo., PROFESSIONAL SERVICES AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND TOTAL RESOURCE MANAGEMENT Page 1 of 30 TABLE OF CONTENTS 1. DEFINITIONS.........................................................................................................3 2. TERM OF THE CONTRACT....................................................................................6 3. EXHIBITS..............................................................................................................6 4. ORDER OF PRECEDENCE ....................................................................................6 5. SCOPE OF WORK.................................................................................................6 6. COMPENSATION AND TERMS OF PAYMENT........................................................8 7. PERSONNEL....................................................................................................... 10 8. INDEPENDENT CONTRACTOR............................................................................ 12 9. NO SOLICITATION OF EMPLOYEES OR SUBCONTRACTORS............................. 13 10. WARRANTIES..................................................................................................... 13 11. REGENERATION OF LOST OR DAMAGED DATA................................................ 17 12. SYSTEM ACCEPTANCE...................................................................................... 18 13. COMPLETION DATES - DEADLINE FOR OPERATIONAL USE.............................. 19 14. CHANGES IN WORK ...........................................................................................20 15. NOTICES.............................................................................................................20 16. DISPUTE RESOLUTION.......................................................................................20 17. FORCE MAJEURE...............................................................................................21 18. INDEMNIFICATION..............................................................................................22 19. TERMINATION.....................................................................................................23 20. CONFIDENTIAL INFORMATION...........................................................................25 21. OWNERSHIP OF INTELLECTUAL PROPERTY.....................................................26 22. RIGHT TO REVIEW SERVICES, FACILITIES, AND RECORDS...............................26 23. INSURANCE........................................................................................................27 24. ATTORNEY'S FEES.............................................................................................27 25. WAIVER..............................................................................................................27 26. SEVERABILITY ...................................................................................................27 27. ASSIGNMENT .....................................................................................................28 28. CHANGES IN CONTROL OF VENDOR.................................................................28 29. APPLICABLE LAW..............................................................................................28 30. WHOLE CONTRACT............................................................................................28 31. MISCELLANEOUS...............................................................................................28 Page 2 of 31 Return to Agenda Report PROFESSIONAL SERVICES AGREEMENT Implementation of IBM-Maximo Phase III Asset Development and Migration, GIS Integration, Planning and Scheduling CS-2011-499BD THIS PROFESSIOHNAL SERVICES AGREEMENT is made and entered into as of the date fully executed below by and between ORANGE COUNTY SANITATION DISTRICT, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and TOTAL RESOURCE MANAGEMENT, INC. with a principal business at 510 King Street, Suite 300, Alexandria, Virginia 22314 (hereinafter referred to as " CONTRACTOR ") collectively referred to as the"Parties". WHEREAS, OCSD desires to procure certain Services from CONTRACTOR to facilitate the successful implementation of IBM-MAXIMO Phase III; and, WHEREAS, OCSD's General Manager has determined the outsourcing of said Services is in the best interest of OCSD; and WHEREAS, on July 24, 2013, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and CONTRACTOR; and WHEREAS, CONTRACTOR is qualified to and desires to provide the System and perform the Services necessary to install, implement and maintain the System; and; WHEREAS the parties desire to enter into this Agreement as hereinafter set forth; NOW THEREFORE, for the considerations hereinafter written, the parties agree as follows: 1. DEFINITIONS The following definitions apply to this Agreement. Note: All references to "Software" and "Warranty' are not applicable to Phase 1: 1.1 Agreement. The term "Agreement" is defined as this Professional Services Agreement and its exhibits. In the event of any inconsistency between or among these documents, the inconsistency shall be resolved as stated in Section 4.0, Order of Precedence. 1.2 As-Built Documentation. The term "As-Built Documentation" means the Baseline Documentation for IBM-MAXIMO plus the Documentation for any Configuration Changes, Interfaces and Customization Modifications provided by CONTRACTOR under this Agreement. All "As-Built Documentation" from CONTRACTOR shall supplement and not conflict with the terms of this Agreement. In the event of a conflict, the terms of this Agreement shall prevail. 1.3 Baseline Documentation. The term "Baseline Documentation" refers to the Documentation for the version of IBM-MAXIMO installed prior to any Configuration Changes, Interfaces or Customization Modifications. 1.4 Configuration Changes. The term "Configuration Changes" is defined as any modification or changes to IBM-MAXIMO software other than a Custom Modification. Page 3 of 31 1.5 Custom Modification. The term "Custom Modification" is defined as a modification of the IBM-MAXIMO software developed by CONTRACTOR, which provides new or improved functions or features to address specific requirements of this Agreement that cannot be built through standard configuration tools or capabilities imbedded within the IBM- MAXIMO software. 1.6 Defect. The tens "Defect" is defined as any error, failure, deficiency, or any other unacceptable variance or failure of the System or any component thereof to fully conform to the warranties and requirements described in this Agreement. With respect to Configuration Changes, Interfaces or Custom Modifications, the tens "Defect" is defined as any error, failure, or deficiency or any other unacceptable variance from any required, specified, or expected program behaviors as may be required by OCSD or necessary for IBM-MAXIMO software to operate correctly and in full compliance with the terms of this Agreement. This includes expected program behaviors as described in any As-Built or Baseline Documentation. In the event of a conflict between this Agreement and Documentation provided by CONTRACTOR to OCSD, the terms and conditions of this Agreement shall prevail. 1.7 Documentation. The term "Documentation' is defined as all written, electronic, or recorded works including all "As-Built Documentation" that describe the uses, features, functional capabilities, performance standards, and reliability standards of the System, or any subsystem, component, or Interface, and that are published or provided to OCSD by CONTRACTOR or its subcontractors, including, without limitation, all end user and system administrator manuals, help files, training aids and manuals, training and support guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 1.8 Final System Acceptance. The term "Final System Acceptance' is defined as that date on which: (1) all terms and conditions of this Agreement have been successfully completed by CONTRACTOR and accepted by OCSD, and (2), after approval by OCSD Board of Directors, OCSD has executed a Final System Acceptance Document indicating all terms and conditions of this Agreement have been successfully completed by CONTRACTOR. 1.9 Fix Pack. The term "Fix Pack" is defined as a formal release of programming code and documentation that provides corrections to any IBM-MAXIMO Software programs including, but not limited to, bug fixes, error corrections and patches. 1.10 Functional. Performance and Reliability Specifications and Requirements. The term "Functional, Performance and Reliability Specifications and Requirements" is defined as all definitions, descriptions, requirements, criteria, warranties, and performance standards relating to the System set forth in: (a) this Agreement; (b) any mutually agreed upon Change Orders pursuant to Section 14.0, Changes in Work; and (c) any functional and/or technical specifications which are published or provided by CONTRACTOR or its licensors or suppliers from time to time with respect to the System or any Products. Page 4 of 31 Return to Aaenda Report 1.11 Interfaces. The tern "Interfaces" is defined as one or more of the specialized software applications developed by CONTRACTOR and installed as a part of the Project for the purpose of sharing information (data) between IBM-MAXIMO and any other software program or device. Functional requirements for each Interface are to be included as a part of the System. 1.12 Project. The term "Project" is defined as the totality of CONTRACTOR's obligation under this Agreement to develop, supply, install, configure, test, and implement the System. 1.13 Services. The term "Services" is defined as the implementation, development, training, configuration, loading, testing, project management and other services to be provided by CONTRACTOR under this Agreement, including, without limitation, the tasks detailed in Exhibit A, Statement of Work. 1.14 Software. The term "Software" includes any one or more of the following components: (a) IBM-MAXIMO application software; (b) Configuration Changes; (c) Custom Modifications and (d) Interfaces. 1.15 Source Code. The term "Source Code" is defined as the human readable form of all Software components provided by CONTRACTOR including, but not limited to, all algorithms, flow charts, logic diagrams, structure descriptions or diagrams, data format or layout descriptions, pseudo-code, code listings (including comments), and other technical Documentation relating to the program sufficient to enable a trained programmer to maintain and/or modify the Software without undue experimentation. 1.16 System. The term "System" is defined as the collective whole of all Services to be provided by CONTRACTOR under this Agreement. 1.17 System Administrator Documentation. Is defined as that portion of the Documentation addressing the operation and maintenance functions of the System. 1.18 Third-Party Software. The term "Third-Party Software" is defined as any software (other than IBM-MAXIMO software) to be supplied by CONTRACTOR under separate Agreement that is purchased or licensed by OCSD for use with or integration into the System. 1.19 Updates. The term "Updates" is defined as modifications, improvements, additions, and corrections to IBM-MAXIMO software and/or related Documentation, including Fix Packs and new software releases that IBM makes generally available to its customers with or without an additional fee. 1.20 Work Product. The term "Work Product' is defined as the Services and all other programs, algorithms, reports, information, designs, plans and other items developed by CONTRACTOR under this Agreement, including all partial, intermediate or preliminary versions thereof. Page 5 of 31 2. TERM OF THE CONTRACT This Agreement shall be effective from the date it is fully executed by OCSD and shall continue through the 365 day Warranty Period, unless sooner terminated. 3. EXHIBITS EXHIBIT A Statement of Work (Attachment A to the Request for Proposals) EXHIBIT B Final Proposal Submitted June 6, 2013 EXHIBIT C Safety and Accident Prevention Requirements EXHIBIT D Acknowledgement of Insurance Requirements The following Exhibits are incorporated into this Agreement: All documents previously provided under separate cover as part of the Request for Proposals are incorporated herein as though fully set forth. 4. ORDER OF PRECEDENCE In the event of any inconsistency between the various documents that comprise this Agreement, the order of precedence shall be as follows: (i)the Agreement, (ii)the exhibits to the Agreement in the order in which they appear in Section 3.0, Exhibits. 5. SCOPE OF WORK General requirements for the scope of this Project are listed below. A detailed list of tasks and responsibilities are included in Exhibit A, Statement of Work. 5.1 Prime Contractor Responsibilities for Supply. Installation. and Implementation. CONTRACTOR shall be the Prime Contractor for this Project. As such, CONTRACTOR will be responsible for providing all design, development, installation, consulting, configuration, integration, project management, training, technical and all other services necessary for the successful installation and implementation of the System as described in Exhibit A, Statement of Work. CONTRACTOR shall perform all tasks necessary to meet or exceed the Functional Performance and Reliability Specifications and Requirements set forth in this Agreement. Page 6 of 31 Return to Aaenda Report Phase 1 shall be completed within ninety (90) business days of Notice to Proceed. Phase 1 shall include a kick-off meeting, a series of planning and training programs, a detailed site analysis by CONTRACTOR, a review and update of Project requirements and the preparation and delivery to OCSD of an OCSD-approved Site Analysis Report. Phase 2, if approved by OCSD Board of Directors, shall consist of deployment and implementation of IBM-MAXIMO. If OCSD, at its sole discretion, decides that it is in the best interest of OCSD to move forward with Phase 2. OCSD may negotiate with the current CONTRACTOR or elect to negotiate with the next qualified proposers on subsequent phases. Issuance of a Notice to Proceed does not affect OCSD's ability to reject the System in whole or in part if CONTRACTOR does not successfully achieve the conditions for Final System Acceptance. 5.2 Modifications to Equipment and Facilities. During Phase 1, CONTRACTOR shall identify any deficiencies or problems that may impede CONTRACTOR's ability to successful implement the System. OCSD shall be responsible for making OCSD-approved modifications identified in the final, OCSD approved, Site Analysis Report. Thereafter, CONTRACTOR will be precluded from asserting that it is unable to perform its obligations under this Agreement because of any pre-existing condition. During implementation, any changes to the System or any costs that may be incurred in order to complete the requirements of this Contract but were not identified in the Site Analysis Report will be the sole and exclusive responsibility of CONTRACTOR. In addition, if the System is unable to meet the Functional, Performance and Reliability Specifications and Requirements in this Agreement after the identified upgrades and changes have been made, then CONTRACTOR will be responsible, at its own expense, for making any further upgrades or changes necessary to achieve this result. 5.3 Training Plan. Exhibit C contains a list of the training classes and costs for user and administrator training that CONTRACTOR will provide for the System. OCSD may add to or deduct from the total amount of training time to be provided by giving CONTRACTOR written notice no later than thirty (30) days prior to the affected training date. OCSD will receive a one hundred percent (100%) fee credit for training not provided or otherwise cancelled by OCSD. Only the best qualified CONTRACTOR employees or approved subcontractors will perform the training for this Project. If, within fifteen (15) days of a training session, OCSD determines the training session has not been effective, and CONTRACTOR cannot demonstrate that the ineffectiveness was the result of factors within OCSD's sole control, then CONTRACTOR shall provide additional training at no cost to OCSD, not to exceed a total of 100% of the training time budgeted per class type. All training shall be scheduled at times mutually agreeable to both parties. CONTRACTOR will not schedule training of any session concurrently or immediately following any other session without the express written permission of OCSD. CONTRACTOR shall schedule training with OCSD Project Managers prior approval before go-live. If go-live is delayed by no fault of OCSD longer than 10 days after completion of end user training, CONTRACTOR shall repeat the training at no additional cost if deemed necessary and required by OCSD. Page 7 of 31 5.4 Training Materials. CONTRACTOR shall provide one (1) complete set of printed training materials for the user and administrator training, including lesson plans for the courses, in the form of reproducible black and white masters as well as in electronic format using Microsoft Word 2010 or a higher version. OCSD will have the right to duplicate the training materials for the sole and exclusive use of OCSD. 5.5 Shipment. Items shipped via commercial carrier are FOB destination at the fixed price stated herein. OCSD is responsible for facility preparation (such as appropriate and adequate power, janitorial services, air conditioning, space, all electrical drops, cabling, OCSD furnished items, and security), necessary to accommodate equipment before, during, and after installation. 5.6 User Qualifications. OCSD shall use its best efforts to ensure that persons operating the System will be qualified, supervised, and trained in the use of personal computers and normal police operations. CONTRACTOR will ensure that all training on the System or System components will be conducted professionally and effectively so that each operator trained by CONTRACTOR is proficient in its use. 5.7 Transition. CONTRACTOR will work with OCSD to ensure a smooth and efficient transition from OCSD's current systems to the new System and to minimize disruption to current operations, even if it necessitates working late evening, early morning, or weekend hours. Any required disruptions to OCSD's operations shall be scheduled in advance and approved by OCSD. 5.8 Proiect Schedule. CONTRACTOR agrees to complete the Project in accordance with the OCSD-approved Project Schedule. CONTRACTOR has allocated reasonable time for OCSD, based on OCSD's input, to perform the tasks assigned to OCSD during this Project. In the event OCSD determines that the amount of time allocated by CONTRACTOR for OCSD responsibilities is not sufficient and additional time is required for OCSD to complete OCSD-related responsibilities under this Agreement, the Project Schedule will be adjusted accordingly and at no additional cost to OCSD. Neither party shall unreasonably delay the Project or any component thereof. 6. COMPENSATION AND TERMS OF PAYMENT 6.1 Compensation. The total price to be paid to CONTRACTOR in consideration for the Services to be provided for this Agreement shall not exceed Three Hundred Twenty- seven Thousand Six Hundred Thirty-eight ($327,638). This amount shall be the maximum price to be paid to CONTRACTOR by OCSD, unless modified by mutual Agreement through the Change Order process described in Section 14.0, Changes in Work. All prices provided herein are valid until the end of the 365 day Warranty Period and subject to change only through the change order process as described in Section 14, Changes in Work. Page 8 of 31 Return to Mende Report 6.2 Terms of Payment. Upon completion of each milestone Task below, CONTRACTOR will notify OCSD and request payment for the Services related to the milestone in accordance with the Schedule. Task Description Cost ID Project Planning And Kick Off $34,310.85 14 Phase 1 and 2 Review,Detail Requirements and Design $94,944.84 24 Asset Definition, Classification, and Naming Convention $20,207.88 31 Asset Hierarchy $17,409.69 36 Asset Criticality $20,413.64 44 Data Migration $50,815.84 57 Workflow and Escalation $60,857.52 72 Planning and Scheduling $90,640.35 83 GIs $86,469.60 95 Timecard Integration $60,840.28 109 KPI and Reporting $38,220.20 117 Train the Trainer $51,088.68 124 Fix Pack and Updates $5,975.16 127 Knowledge Transfer $30,054.40 143 Testing, Go-live, and Support $120,994.28 159 Project Documentation $27,322.88 168 Phase HI Total: $810,566.09 6.3 Upon receipt of CONTRACTOR's notification and request for payment, OCSD will review in a timely manner the Services delivered by CONTRACTOR that are associated with the milestone. If it appears to OCSD from the then available information that the Page 9 of 31 tasks and Services comply with the terms and conditions of this Agreement, OCSD will provide written authorization for CONTRACTOR to invoice OCSD for the Services related to the milestone. Should OCSD reject CONTRACTOR's request for payment, OCSD will provide in writing the reasons for its rejection within thirty (30) days of receipt of CONTRACTOR's request for payment. Authorization to invoice shall not constitute a waiver of OCSD's right to reject the System, in whole or in part, if the requirements for Final System Acceptance are not met. OCSD shall pay all undisputed invoices within forty-five (45) days of receipt. Payment shall be made by an electronic funds transfer to CONTRACTOR's account specified in writing, or by a check made payable to CONTRACTOR. and delivered to CONTRACTOR via U.S. Mail, or by any other means mutually acceptable to the parties. 6.4 Retainage. OCSD will withhold fifteen percent (15%) of each invoice amount ("Retainage"). Within forty-five (45) days after Final System Acceptance, OCSD shall pay CONTRACTOR the full Retainage amount. For pre-paid maintenance periods defined by CONTRACTOR's Maintenance Agreement, if executed, OCSD will withhold fifty (50%) of each invoice amount. Within forty-five (45) days after the end of the maintenance period, OCSD shall pay CONTRACTOR the full Retainage amount. 6.5 Audit. During the term for this Agreement and for a period of three (3) years after termination or expiration of this Agreement, OCSD has the right to audit, either itself or through a third party, the books and records (including but not limited to the technical records) of CONTRACTOR related to this Agreement or CONTRACTOR's performance hereof to ensure CONTRACTOR's compliance with the terms and conditions of this Agreement. The scope of the audit will be reasonably tailored to the circumstances requiring the audit, will be conducted during CONTRACTOR's normal business hours, and will not unreasonably disrupt or interfere with CONTRACTOR's normal business operations. Any financial audits shall be performed according to generally accepted accounting standards. 7. PERSONNEL 7.1 CONTRACTOR's Project Manager. Scott Stukel, Project Manager, will be CONTRACTOR's Project Manager and Abair Hanna, will be CONTRACTOR's back-up Project Manager for the Project. In addition to the specific duties identified in the Statement of Work contained in Exhibit A, the general duties of CONTRACTOR's Project Manager include, but are not limited to: (a) functioning as a coordinator between CONTRACTOR's staff and OCSD's staff; (b) coordinating the deployment of CONTRACTOR's resources; (c) working with OCSD's Project Manager to plan all Project activities and tasks; (d) meeting on-site with OCSD's Project Manager as frequently as deemed necessary by OCSD, at no additional cost to OCSD, to report on the Project's status and resolve outstanding issues; (a) preparing monthly status reports and submitting each status report no later than five (5) business days prior to the next scheduled monthly meeting; (f) ensuring CONTRACTOR's tasks identified in the Statement of Work are performed in accordance with the Project Schedule; (g) acting as CONTRACTOR's point of contact for all matters relating to the Project and this Agreement; (h) facilitating meetings between OCSD and CONTRACTOR's executives, when scheduled or requested; (i)ensuring OCSD's Project Manager or designee receive necessary information through regular and called meetings, written Documentation, and formal and informal communications; 0) ensuring only competent, qualified experts from Page 10 of 31 Return to Mende Report CONTRACTOR and CONTRACTOR's subcontractors are utilized on this Project; (k) responding in writing to any written request from OCSD within five (5) business days from the date of request; and (1) promptly responding when contacted by OCSD's Project Manager. In each monthly status report, CONTRACTOR's Project Manager shall identify and document any milestones missed, late deliverables, and any impediments that CONTRACTOR detects that might interfere with the successful completion of this Project in the amount of time allocated by this Agreement. Failure to comply with this requirement shall result in all costs associated with remedy of the impediment to be the sole and exclusive responsibility of the CONTRACTOR. The costs shall be deducted from the Retainage amount held by OCSD at the remainder of the project. 7.2 OCSD's Proiect Manager. OCSD will assign Pongsakdi Cady ("Sak") as OCSD's Project Manager for this project. In addition to the specific duties identified in the Statement of Work contained in Exhibit A, the general duties of OCSD's Project Manager are: (a) coordinating the assignment of OCSD resources necessary to fulfill OCSD's obligations under this Agreement; (b) acting as OCSD's point of contact for all matters relating to the Project and this Agreement; and (c) responding in writing to any written request from CONTRACTOR within five (5) business days from the date of the request. 7.3 CONTRACTOR's Key Personnel. If, at any time during the term of this Agreement, CONTRACTOR is required to change the Project Manager for any reason, CONTRACTOR will replace the previous Project Manager with a new Project Manager, acceptable to OCSD, within twenty (20) business days. In addition, CONTRACTOR's Vice President (or a person of equivalent or greater position within CONTRACTOR) and the new Project Manager will meet on-site with OCSD, at no additional charge to OCSD, within five (5) business days of the change to develop a plan for acclimating the new Project Manager and ensuring the Project continues on schedule. Until the new Project Manager has been identified and is fully acclimated to the Project, CONTRACTOR's Executive Manager of US Project Management will assume the Project Manager's responsibilities under this Agreement. A change in Project Manager will not be grounds for a Change Order or other change in the terms of this Agreement or the deadlines contained in the Project Schedule. 7.4 Subcontracting. CONTRACTOR may not subcontract any of its obligations under this Agreement without the prior written consent of OCSD. Pursuant to Section 5.1, CONTRACTOR shall be the Prime Contractor and shall remain fully responsible for the performance of all obligations under this Agreement. CONTRACTOR shall also be fully responsible to OCSD for the acts and omissions of any subcontractor and any persons directly or indirectly employed by the subcontractor to the same extent CONTRACTOR would be responsible for the acts or omissions of its own agents or employees. Nothing in this Agreement creates any contractual obligations by OCSD to any subcontractor(s). 7.5 Access to Premises. OCSD shall provide CONTRACTOR with reasonable and timely access to the sites and personnel necessary for CONTRACTOR to perform its obligations under this Agreement. OCSD shall allow CONTRACTOR personnel reasonable access to OCSD site and facilities (telephone, facsimile, parking, etc.) during normal business hours and at other reasonable times as requested by CONTRACTOR Page 11 of 31 and pre-approved by OCSD. The assistance or presence of OCSD's personnel will not relieve CONTRACTOR of any responsibilities under this Agreement. 7.6 Compliance with Work Rules. CONTRACTOR will ensure that, while they are on OCSD premises, CONTRACTOR's personnel and subcontractors will comply with OCSD's working rules and policies, including OCSD's safety and security policies and procedures. 7.7 Background Checks and Removal of Personnel. Prior to being allowed to perform any work on this Project, all non-OCSD personnel assigned to the Project may be required to submit to and pass a background check by California Police Department. In addition, OCSD shall have the sole and exclusive right to require CONTRACTOR to immediately remove any individual from the Project for any reason deemed to be in the best interests of OCSD. CONTRACTOR shall replace any employee removed from the project within ten (10) business days of said removal. 7.8 Drug-Free Workplace CONTRACTOR and all its employees and subcontractors must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357. 8. INDEPENDENT CONTRACTOR The relationship of CONTRACTOR to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. CONTRACTOR shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for CONTRACTOR's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for CONTRACTOR. CONTRACTOR shall not be considered an agent of OCSD for any purpose whatsoever, nor shall CONTRACTOR have the right to, and shall not, commit OCSD to any Agreement, contract or undertaking. CONTRACTOR shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. CONTRACTOR shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. CONTRACTOR shall be responsible for providing, at CONTRACTOR's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. CONTRACTOR shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. CONTRACTOR hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of CONTRACTOR's breach of this provision. CONTRACTOR shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. CONTRACTOR shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified CONTRACTOR for tax purposes. Page 12 of 31 Return to Mende Report 9. NO SOLICITATION OF EMPLOYEES OR SUBCONTRACTORS CONTRACTOR agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees or subcontractors about whom CONTRACTOR became aware as a result of CONTRACTOR's Services to OCSD. CONTRACTOR acknowledges that OCSD's employees are critical to its business. CONTRACTOR agrees not to employ or otherwise engage OCSD's employees or subcontractors during the term of this Agreement and for a period of one (1) year following termination of this Agreement. Should CONTRACTOR violate this provision, CONTRACTOR will pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 10.WARRANTIES 10.1 System Warranty. 10.1.1 CONTRACTOR warrants that the System will meet the Functional, Performance and Reliability Specifications and Requirements as defined in this Agreement. The System and/or each of its subsystems, components and Interfaces will be capable of operating fully and correctly in conjunction with System related network and hardware components. CONTRACTOR warrants that for the term of this Agreement, the System will perform as described in this Section 9.0 in material and workmanship and will remain in good working order. In the event the System does not meet these warranties, CONTRACTOR shall provide, at no charge, the necessary services required to attain the levels or standards contained in these warranties. 10.1.2 CONTRACTOR Warrants the solution to meet State & Federal regulations affecting OCSD for six (6) following delivery. After the warranty period CONTRACTOR will provide changes at an hourly rate of $160.00 per hour. CONTRACTOR will commit to this rate for the 16-month period following the warranty period. 10.2 Software Warranties. CONTRACTOR warrants that: (Not applicable to Phase 1) (a) All Software prepared by CONTRACTOR under this Agreement are free of known Defects, viruses, worms and Trojan horses, and any code designed to disable the Software because of the passage of time, alleged failure to make payments due, or otherwise (except for documented security measures such as password expiration functions); (b) During the term of the Agreement; all Software will meet or exceed the Functional, Performance and Reliability Specifications and Requirements herein; (c) The Software will: (1) store all date-related information and process all data Interfaces involving dates in a manner that unambiguously identifies the century, for all date values before, during and after the Year 2000; (2) calculate, sort, report and otherwise operate correctly and in a consistent manner for all date information processed, whether before, during or after the Year 2000; (3) calculate, sort, report and otherwise Page 13 of 31 operate correctly, in a consistent manner and without interruption regardless of whether the date on which the Software is operated or executed is before, during or after the Year 2000; (4) report and display all dates with a four-digit date so that the century is unambiguously identified; and (5) handle all leap years correctly; (e) All Software provided by CONTRACTOR have been fully tested in accordance with best industry practices and are free of known Defects. 10.3 Work Quality Warranty. CONTRACTOR warrants that all work performed by CONTRACTOR and/or its subcontractors under this Agreement will conform to best industry practices and will be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge to do so. 10.4 Warranty. CONTRACTOR warrants that, for the Term of this Agreement, the System will comply with all processing and reporting requirements for State and Federal laws, and regulations. If the Software requires updating due to a change in a State or Federal law, or regulation, affecting OCSD, CONTRACTOR will provide these changes per a mutually agreed to schedule at no additional charge to OCSD. Notwithstanding this provision, in no event shall CONTRACTOR provide said update later than the date required by the State or Federal law or regulation affecting OCSD. In the event OCSD is notified of a change in State or Federal law or regulations that requires updating the Software, OCSD will notify CONTRACTOR of that change as soon as reasonably possible. 10.5 Documentation Warranty. CONTRACTOR warrants that, for the Term of this Agreement, the Documentation for all Software provided by CONTRACTOR will be complete and accurate in all material respects. This includes documentation on any Custom Modification, Interfaces or Configuration Changes made to the System by CONTRACTOR during the installation process. 10.6 System Reliability Warranty. During the ninety (90) day Final System Acceptance Test Period, CONTRACTOR warrants the System will be fully and properly operational for ninety-nine percent (99%) of the time or better with no reproducible Defects ('System Uptime Standard"). At the end of this test period, if the System availability has not met or exceeded this required level, the Final System Acceptance Test period will continue until this level of reliability has been demonstrated for at least sixty (60) consecutive calendar days. The System shall not be considered down if it is fully operational in a backup mode or via replacement with spares, pending the receipt of replacement components and repair of the failed component. Downtime will begin when CONTRACTOR has been notified of the Defect that creates a violation of this warranty. The Mobile Workforce components of the System will not cause any material delays in network performance or other delays or problems with other equipment on the OCSD network. CONTRACTOR will not be responsible for delays caused by a public carrier or a public carrier's backbone used as the transport medium. CONTRACTOR shall configure the system so that performance of higher priority applications and/or service requests (as identified by OCSD)shall not be impacted by lower priority system use. Page 14 of 31 Return to Mende Report 10.7 Service Warranty. During the term of this Agreement, CONTRACTOR warrants that it will remedy any failure, malfunction, Defect or nonconformity in the System, as follows: 10.7.1 Priority One (P1) Defects. For purposes of this Warranty, a P1 Defect includes, but is not limited to, loss of data, data corruption, a System or subsystem abort, any condition where productive use of the System or any component thereof is prohibited and no acceptable workaround is available. Examples of P1 Defects include, but are not limited to: (a) System is down (b) Application, module or Interface is down or non-operational (c) An Interface or application critical to System operation is substantially impaired or problematic (d) Loss of data or data corruption after data has been entered (a) A subsystem or component thereof is non-functional (f) Productive use is prohibited (g) A Server or workstation goes down (h) two or more workstations or mobile devices lock up or malfunction intermittently (i) A user cannot log on to the System CONTRACTOR shall respond with as many qualified and knowledgeable representatives as necessary within thirty (30) minutes after notification by OCSD, to remedy a P1 Defect. The representatives shall furnish uninterrupted, continuous efforts to remedy the P1 Defect on an emergency basis. During this time, CONTRACTOR's representatives shall provide a verbal or written status report to OCSD's Project Manager every two (2) hours until the P1 Defect is remedied. If the P1 Defect is not remedied within eight (8) hours of its initial report, CONTRACTOR's Vice President of Customer Support or the Customer Support Manager shall contact OCSD Director of Information Technology (or his/her designee) and report on what efforts are being taken to resolve the P1 Defect and shall provide an expected time frame for correcting the failure. If the P1 Defect is not remedied within twenty-four (24) hours of its initial report, CONTRACTOR will take all measures necessary to restore the System or the major subsystem to operation, including sending technical support personnel to OCSD's installation site(s) immediately and by the most expeditious method, delivering temporary systems or components to replace matfunctioning systems or components, and take any such other actions that OCSD determines to be necessary to return the System or a major subsystem to service. OCSD shall not unreasonably require on-site resources if the Defects can be remedied via remote access. 10.7.2 Priority Two (P2) Defects. For purposes of this Warranty a P2 Defect includes, but is not limited to, compromise of the primary purpose of the System, subsystem or Interface to an external system. Productive use by the end user is substantially impacted and an acceptable workaround is not available. Examples of P2 Defects include, but are not limited to: Page 15 of 31 (a) a software function does not work correctly (b) The user cannot produce a report with correct calculations (c) System, subsystem or an Interface performance is deemed unacceptable per the Functional, Performance, and Reliability Specifications and Requirements. (d) Incorrect cross streets are displayed on a verified address or location (a) Cannot create a scheduled event (f) A single workstation or mobile device locks up or malfunctions intermittently CONTRACTOR shall respond to any request for service for a P2 Defect as soon as is reasonably possible, but no later than one (1) hour after receipt of notification from OCSD. CONTRACTOR shall provide a response by qualified and knowledgeable representative(s) and the representative(s) shall furnish uninterrupted, continuous efforts to remedy the P2 Defect within twenty-four (24) hours. If resolution requires more than twenty-four (24) hours, CONTRACTOR's representatives shall provide an oral or written status report to OCSD's Project Manager every eight (8) hours. If the P2 Defect is not remedied within forty-eight (48) hours of its initial report, CONTRACTOR's Customer Support Manager shall contact OCSD's Director of Information Technology (or their designee) and report on what efforts are being taken to resolve the P2 Defect and an expected time frame for correcting the failure. If the P2 Defect is not remedied within seventy-two (72) hours of its initial report, CONTRACTOR shall take all measures necessary to restore the System or the major subsystem to operation, including sending technical support personnel to OCSD's installation site(s) immediately and by the most expeditious method, delivering temporary systems or components to replace malfunctioning systems or components, and take any other actions OCSD determines to be necessary to return the System or the major subsystem to service. OCSD shall not unreasonably require on-site resources if the Defects can be remedied via remote access. 10.7.3 Priority Three (P3) Defects. For purposes of this Warranty, a P3 Defect includes, but is not limited to, incomplete operation of a System component which impacts productivity of staff but an acceptable workaround is generally available. Examples of P3 Defects include but are not limited to: (a) Single workstation or mobile device locks up intermittently but infrequently (b) Minor deficiencies occur intermittently in any component of the System (c) A mapping function doesn't work but the failure does not interfere with the user's ability to perform required tasks (d) A report does not function or report provides incorrect results (a) An incorrect message is presented in a dialog box CONTRACTOR shall respond to any request for service for a P3 Defect as soon as reasonably possible, but no later than eight (8) hours after receipt of notification from OCSD. If the P3 Defect is not remedied within three (3) days, CONTRACTOR's representatives shall provide daily status reports to OCSD's Project Manager. If the P3 Defect is not remedied within ten (10) Page 16 of 31 Return to Aaentle Report days of its initial report, CONTRACTOR's Vice President of Customer Services or the Customer Support Manager shall contact OCSD's Director of Information Technology (or his or her designee) and report on what efforts are being taken to remedy the P3 Defect and provide an expected time frame for resolution. If the P3 Defect is not remedied within thirty (30) days, it shall be reclassified as a P2 Defect and remedied pursuant to Section 8.13.2 above. 10.7.4 Priority Four (PQ Defects. For purposes of this Warranty, a P4 Defect consists of those problems deemed by OCSD to be mainly cosmetic. Examples of P4 Defects include, but are not limited to: (a) A misspelled word in the header of a report or in a help file (b) A minor error in output that does not interfere with the correct outputting of statistics from the system (c) Minor printing errors in a report that does not impede OCSD's ability to utilize the report for the required purpose. (d) Minor variances in text where the help file does not match the documentation (a) Minor variances in text where the documentation doesn't match the functionality but the System works properly If) A print button doesn't work but the user can still print without opening or closing multiple windows or loosing data or rebooting the system. CONTRACTOR will make every reasonable effort to remedy P4 defects deemed problematic to OCSD in the next Fix pack or immediately upon their commercial availability whichever occurs first. If the volume of P4 Defects is deemed to be unreasonable by OCSD at any time during the term of this Agreement, all outstanding P4 Defects will be prioritized by OCSD and submitted to CONTRACTOR identifying those Defects that are deemed to be particularly onerous to OCSD. CONTRACTOR agrees that those Defects identified, as being particularly onerous to OCSD, will then be reclassified as a P3 Defect and remedied pursuant to Section 8.13.3 above. 10.7.5 Multiple Failures. Any situation involving multiple, contemporaneous failures, regardless of their individual priorities, will be regarded as a Priority One Defect if, in OCSD's determination, the situation results in OCSD having essentially no productive use of the System or a major subsystem. 10.7.6 Permanent Cure. If OCSD accepts a workaround or other temporary cure as the remedy for any reported Defect, CONTRACTOR shall provide and install at no cost to OCSD a permanent correction or cure within ten (10) days after the permanent cure becomes available. 10.7.7 Third-party Warranty Coverage. Third-party products are provided with a pass- thru-warranty from the original manufacturer. 11. REGENERATION OF LOST OR DAMAGED DATA If any OCSD data is lost or damaged as the result of any work performed by CONTRACTOR or its employees, agents, representatives or subcontractors, CONTRACTOR shall, at its own Page 17 of 31 expense and to the extent possible, promptly replace or regenerate the data from OCSD's machine-readable supporting material, or obtain, at its own expense, a new machine-readable copy of the lost or damaged data from OCSD's data sources. CONTRACTOR shall not be responsible for any expenses that are the result of OCSD's failure to maintain backup data in accordance with generally accepted information technology practices. 12. SYSTEM ACCEPTANCE 12.1 Test Plan. Within sixty (60) days of contract execution, CONTRACTOR shall deliver to OCSD a draft test plan designed to adequately test all functions and components of the System in a test environment and successfully demonstrate the System meets all Functional, Performance and Reliability Specifications and Requirements as staled in this Agreement. Upon receipt, OCSD shall review the proposed test plan and meet with CONTRACTOR representatives to discuss and update the document to meet all OCSD requirements. The test plan shall supplement and not conflict with the terms of this Agreement. In the event of a conflict between the documents, the terms and conditions of this Agreement shall prevail. The parties will finalize the Test Plan thirty (30) days prior to the start date of the functional test. As a prerequisite to identifying a start date for any test period, the subsystem must pass functional, performance (load) and integration tests performed by CONTRACTOR. The functional test will be to demonstrate to OCSD that the all Software components operate in substantial compliance with the CONTRACTOR documentation and are free of any known Defects. This test will be followed by a load test to test the performance of the subsystem, followed by system integration tests to verify functional and performance capabilities of all related Interfaces. The parties will then update the Test Plan based on the results of each functional, performance, and integration test. Upon successful completion of the functional, performance and integration tests, a start date for live operations will be determined by mutual Agreement. Adjustments to the Project Schedule, if required, will be made through OCSD-approved change order process. 12.2 Final System Acceptance Test Period. Upon successful completion of all tasks identified in this Agreement, a start date for the ninety (90) day Final System Acceptance Test Period for the System shall be determined by OCSD. The purpose of the Final System Acceptance Test is to verify that all P1, P2 and P3 Defects have been successfully repaired, all Functional, Performance and Reliability Specifications and Requirements of this Agreement been successfully completed by CONTRACTOR and all terms and conditions of this Agreement have been successfully achieved by CONTRACTOR. During the Final System Acceptance Test Period, OCSD shall provide CONTRACTOR with written notice of any System and/or Software Defects. Upon receiving the notice of any P1 or P2 Defect, or any P3 Defect, CONTRACTOR shall: (1) act diligently and continuously to correct the identified Defect as soon as reasonably possible, and (2) immediately upon completing the correction, provide OCSD with written certification that the identified Defect has been corrected. While the identified Defect is being corrected, OCSD, at its election, may continue to test and use the System. For any P1 or P2 Defects reported, the ninety (90) day Final System Acceptance Test Period shall slop, CONTRACTOR shall repair the Defect, and then notify OCSD that the repair has been completed. OCSD shall verify that the Defect has been repaired and Page 18 of 31 Return to Aaenda Report the ninety (90) day Final System Acceptance Test Period will restart at the beginning for a new ninety (90) day Final System Acceptance Test Period. For any P3 Defects reported, the ninety (90) day Final System Acceptance Test Period will be "suspended" until CONTRACTOR repairs the Defect(s). Upon receipt of notification that CONTRACTOR has remedied the Defect(s), OCSD will verify the Defect has been repaired and the ninety (90) day Final Acceptance Test Period will 'resume" for the remainder of the unexpired portion of the test period but in no event, for a period of less than sixty (60) days. Not less than sixty (60) days of continuous operational use of the System without a recurrence of a P3 Defect must be achieved as a pre-requisite to filing application to OCSD for Final System Acceptance of the System installed. OCSD will make reasonable efforts to find and report all errors as they occur, and not unreasonably delay Final System Acceptance. The process described herein will continue until all identified P1, P2 and P3 Defects are remedied. P4 Defects will not be a reason for OCSD to withhold Final System Acceptance unless the volume of P4 Defects is deemed to be unreasonable by OCSD. In that event, all outstanding P4 Defects will be prioritized by OCSD and submitted to CONTRACTOR identifying those Defects that are deemed to be particularly onerous to OCSD. CONTRACTOR agrees that those Defects identified as being particularly onerous to OCSD will then be remedied within either a) ninety days or b) prior to and as a condition of Final Acceptance, whichever is sooner. OCSD is not obligated to allow CONTRACTOR to commence curative action with respect to any P1, P2 or P3 Defect more than once. In the event OCSD determines the number or extent of the Defects to be unacceptable, OCSD may initiate such additional tests, as OCSD deems necessary in order to fully determine the extent of the problems and whether the curative action by CONTRACTOR has resulted in a successful repair. CONTRACTOR shall provide the necessary on-site support required by OCSD during the testing process at no additional cost to OCSD. 13. COMPLETION DATES-DEADLINE FOR OPERATIONAL USE 13.1 Time is of the Essence. The parties acknowledge and agree that time is of the essence in completing the Project and performing the obligations set forth in this Agreement. The term of this Agreement may not be extended except as provided in Section 14.0, Changes in Work. 13.2 Effect on Project Schedule. The time periods and requirements set forth in System Acceptance, Section 12.0, will not excuse CONTRACTOR from complying with the completion dates set forth in the Project Schedule. Unless otherwise specified, the completion dates set forth in the Project Schedule constitute the dates by which CONTRACTOR must complete the testing required by this Agreement and achieve Final System Acceptance of the System installed. 13.3 Deadline for Final System Acceptance. The System must be fully operational and in full productive use and Final System Acceptance must occur no later than May 23, 2012. 13.4 Final System Acceptance. Once the Final System Acceptance Test Period has been successfully completed and OCSD has determined that all terms and conditions of this Agreement have been successfully completed, OCSD will execute and provide CONTRACTOR with a Final System Acceptance Document. Should OCSD reject Page 19 of 31 CONTRACTOR's request for Final System Acceptance, OCSD will provide in writing the reasons for its rejection within thirty(30) days of receipt of CONTRACTOR's request. 14. CHANGES IN WORK If, in the course of performing this Agreement, CONTRACTOR or OCSD proposes changes to the Project, and informal consultation with the other party indicates that a change in the terms and conditions of this Agreement may be warranted, CONTRACTOR or OCSD may request a change in this Agreement. The changes must be processed in the following manner: CONTRACTOR will forward a letter outlining the proposed changes, including any changes in the fees, the Statement of Work, the Project Schedule, or related documents, to OCSD. The parties will meet to discuss and negotiate the requested change order documents. Upon completion of those negotiations, the negotiated change order documents will be submitted to OCSD for approval. Upon approval by OCSD, an "Order to Proceed" with the approved changes will be submitted to CONTRACTOR. Any change order will not render ineffective or invalidate any other portions of this Agreement. 15. NOTICES All notices under this Agreement must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONTRACTOR: Total Resource Management, Inc. 16. DISPUTE RESOLUTION If a dispute arises out of or relates to this Agreement, the following procedure will be used to resolve any questions of fact or interpretation. First, the parties will each reduce the dispute and their respective position to writing. Each party will then forward a copy to the other along with a proposed resolution. Within ten (10) business days, each party will reply to the other's proposal, commenting on the proposed resolution and offering additional suggestions for resolution, if appropriate and applicable. If this process does not result in a mutually agreeable resolution, the writings and replies will be forwarded to OCSD Director of Information Technology for resolution. OCSD Director of Information Technology will consider the facts and resolutions proposed by each party and may then direct a solution to the problem. In such cases, the action of OCSD Director of Information Technology will be OCSD's final position on the matter. Nothing in this procedure prohibits the parties from seeking remedies available to them at law. Page 20 of 31 Return to Aaenda Report In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 17. FORCE MAJEURE Neither party shall be deemed to be in default of any provision of this Agreement or be liable for any delay, failure in performance, or interruption of service resulting from acts of war, acts of terrorism, acts of God, acts of civil or military authority, civil disturbance, or any other cause beyond its reasonable control if both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable precautions, and cannot reasonably be circumvented by the non-performing party through the use of OCSD-approved alternate sources, OCSD-approved work-around plans, or other OCSD-approved means; and (2) the failure or delay is caused, directly or indirectly, by fire, flood, earthquake, storm, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, court order, or other circumstances beyond the non-performing parry's control (excluding acts or omissions of the non-performing party's vendors or subcontractors). Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event"), the non-performing party will be excused from any further performance of those obligations under this Agreement that are affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. Upon the occurrence of a Force Majeure Event, the non-performing party will immediately notify the other party by telephone (to be confirmed by written notice within two (2) days of the failure or delay) of the occurrence of a Force Majeure Event and will describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents CONTRACTOR from performing its obligations for more than thirty (30) days, OCSD may terminate this Agreement without further obligation or liability to CONTRACTOR. Page 21 of 31 Labor shortages, strikes, slow-downs, walkouts, lockouts, industrial disturbances, and other labor disputes do not constitute "Force Majeure Events" and are not excused under this provision. 18. INDEMNIFICATION 18.1 General Obligation. CONTRACTOR shall indemnify, defend and hold OCSD and its officers, agents, and employees harmless from and against any and all claims, losses, damages, obligations, liabilities judgments, cost, demands and expenses (including attorney fees) arising from: (a) Any infringement of any copyright, trademark, patent, or other proprietary right, or misappropriation of any trade secrets in connection with any Software, Documentation, Services or other Products supplied by CONTRACTOR in connection with this Agreement; (b) Any act(s) of negligence, professional negligence, or willful misconduct by CONTRACTOR or any of its agents, employees or subcontractors in relation to the rendition of Services provided pursuant to this Agreement, including, but not limited to, any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, excepting only claims or litigation arising from the sole negligence or willful misconduct of OCSD; or (c) OCSD's refusal to comply with a request under the California Public Records Act for records that CONTRACTOR believes to contain confidential trade secret information after being requested by CONTRACTOR not to produce it; or (d) Any claims by any persons or entities supplying labor or material to CONTRACTOR in connection with the performance of CONTRACTOR's obligations under this Agreement. CONTRACTOR agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of CONTRACTOR. 18.2 Infringement Claims. Indemnity for infringement claims is contingent upon OCSD: (a) giving prompt notice to CONTRACTOR if CONTRACTOR is unaware of the claim; (b) CONTRACTOR having control over the defense of the claim, with input from OCSD on all matters affecting OCSD; and (c) OCSD reasonably cooperating in the defense of the claim. If an infringement claim occurs, CONTRACTOR has thirty (30) days after the receipt of OCSD's written notice of the claim or the date on which CONTRACTOR first becomes aware of the claim, whichever is sooner, to either: (a) procure for OCSD the right to continue using the affected Product, Service, subsystem, component or Interface and deliver or provide the Product, Service, subsystem, component, or Interface to OCSD; or (b) repair or replace the infringing Product, Service, subsystem, component, or Interface so that it becomes noninfringing, provided the performance of the System or any subsystems, components, or Interfaces is not adversely affected by the replacement or modification. In the event CONTRACTOR is unable to comply with either subsection (a) Page 22 of 31 Return to Mende Report or (b) of this paragraph within thirty (30) days, OCSD may terminate this Agreement without any further obligation to CONTRACTOR. In the event of termination, in addition to any other legal remedies available to OCSD, CONTRACTOR will refund OCSD within ten (10) days of OCSD's notice of termination, the license fees OCSD paid to CONTRACTOR for the Product, Service, subsystem, component or Interface. If the inability to comply with either subsection (a) or (b) of this paragraph causes the System to fail to meet the Functional, Performance and Reliability Specifications and Requirements or to otherwise become ineffective, CONTRACTOR will refund OCSD all fees paid to CONTRACTOR under this Agreement. 19.TERMINATION 19.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, CONTRACTOR shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay CONTRACTOR for work performed (cost and fee) to the date of termination. CONTRACTOR expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by CONTRACTOR other than for work performed to the date of termination. 19.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD'S determination that CONTRACTOR is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 19.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to CONTRACTOR: • if CONTRACTOR becomes insolvent or files a petition under the Bankruptcy Act; or • if CONTRACTOR sells its business; or • if CONTRACTOR breaches any of the terms of this Agreement; or if total amount of compensation exceeds the amount authorized under this Agreement. 19.4 All OCSD property in the possession or control of CONTRACTOR shall be returned by CONTRACTOR to OCSD upon demand, or at the termination of this Agreement, whichever occurs first. 19.5 In addition to the above grounds, OCSD may terminate this Agreement upon the occurrence of the following events, each of which is also a cause for termination: (a) The System is unable to meet the Functional, Performance and Reliability Specifications and Requirements and this inability is not cured or CONTRACTOR has not presented a plan to cure acceptable to OCSD within thirty (30) days after OCSD gives CONTRACTOR written notice; (b) CONTRACTOR fails to complete any material task, subsystem, component or Interface by the completion date specified in the Project Schedule, and does not remedy that failure within ten (10) days after demand by OCSD that CONTRACTOR Page 23 of 31 do so, provided that if any such failure cannot reasonably be remedied within that ten (10) day period, OCSD will not terminate this Agreement if CONTRACTOR commences the remedying of that failure within that ten (10) day period and thereafter continues diligently and in good faith to take such steps as may be necessary to remedy that failure, and that failure is in fact remedied within a period of not more than thirty (30) days, after which OCSD will be entitled to exercise its right of termination under this subsection; (c) CONTRACTOR fails to correct all problems identified in a Defect notice as required by the terms of this Agreement. 19.6 Suspension of Services. Notwithstanding any other provision of this Agreement, if OCSD disputes an allegation of default by CONTRACTOR, CONTRACTOR shall not terminate this Agreement, suspend or limit Services or warranties, or repossess, disable or render unusable any Software supplied by CONTRACTOR, unless: (a) the parties agree in writing; or(b) a court of competent jurisdiction determines otherwise. 19.7 Transition of Services. Upon termination or expiration of this Agreement, CONTRACTOR will cooperate with OCSD to assist with the orderly transfer of services, functions, and operations provided by CONTRACTOR under this Agreement to another provider or to OCSD as determined by OCSD in its sole discretion. Prior to the termination or expiration of this Agreement, OCSD may require CONTRACTOR to perform those transition services described below that OCSD deems necessary to migrate CONTRACTOR's work to another provider or to OCSD. Transition services may include, but are not limited to the following: 19.7.1 Pre-Migration Services. (a) Working with OCSD to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the services; (b) Notifying all affected vendors and subcontractors of CONTRACTOR; and (c) Freezing all non-critical changes to the System. 19.7.2 Migration and Post-Migration. (a) Performing the Transition Services Plan activities. (b) Answering questions regarding the services performed by CONTRACTOR or the System on an as-needed basis; (c) Providing such other reasonable services needed to effectuate an orderly transition to a new System. OCSD agrees to pay CONTRACTOR for transition services at an hourly rate of $150 per hour, plus reasonable out-of-pocket expenses not to exceed ten percent (10%) of the aggregate hourly compensation paid. 19.8 Other Remedies. In addition to other remedies available in law or equity, if the CONTRACTOR fails to make delivery of the goods or Services or repudiates its Page 24 of 31 Return to Mende Report obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Agreement; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from CONTRACTOR. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from CONTRACTOR as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 20. CONFIDENTIAL INFORMATION 20.1 OCSD Confidential Information. CONTRACTOR will regard all OCSD files and data as confidential information. CONTRACTOR will not disclose confidential information without the written consent of OCSD. CONTRACTOR agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any information, knowledge or data relating to the products, process, or operation of OCSD. CONTRACTOR further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by CONTRACTOR during the term of this Agreement. CONTRACTOR agrees as follows: • To use the Confidential Information only for the purposes described herein; to not reproduce the Confidential Information; to hold in confidence and protect the Confidential Information from dissemination to and use by anyone not a party to this Agreement; and to not use the Confidential Information to benefit itself or others. • To restrict access to the Confidential Information to its CONTRACTOR or personnel of CONTRACTOR who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all Confidential Information in CONTRACTOR's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. The provisions of this Section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 20.2 CONTRACTOR Confidential Information. OCSD will regard CONTRACTOR's files and Tate, CONTRACTOR's Application Software and Documentation, and any other information or data provided by CONTRACTOR that is clearly identified "confidential" or "proprietary" as CONTRACTOR's confidential information. OCSD will not disclose CONTRACTOR's confidential information except to OCSD's CONTRACTORS and contractors, as identified in this Agreement, who are working on or with the System who agree to abide by the terms of this provision, without the prior written consent of CONTRACTOR Page 25 of 31 The above obligations do not apply to any information which: (a) Is already in the public domain at the time of disclosure or becomes available to the public without a breach of this Agreement; (b) Was, as between OCSD and CONTRACTOR, lawfully in the possession of the recipient without any obligation of confidentiality, prior to its receipt under this Agreement; (c) Is received independently from a third party free who is free to disclose the information; (d) Is the subject of a judicial subpoena or similar process for disclosure in connection with any action or proceeding, provided that notice of the demand is provided to allow the interested party an opportunity to seek a protective order or other appropriate remedy prior to disclosure; or (a) Is independently developed. 21. OWNERSHIP OF INTELLECTUAL PROPERTY CONTRACTOR agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OCSD as its sole and exclusive property. CONTRACTOR agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, CONTRACTOR agrees to assist OCSD, at OCSD's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. CONTRACTOR agrees to obtain or has obtained written assurances from its employees and contract personnel of their Agreement to the terms hereof with regard to New Developments and Confidential Information. CONTRACTOR warrants that CONTRACTOR has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by CONTRACTOR or its subcontractors in connection with these Services shall be delivered to and shall become the exclusive property of OCSD once paid in full by OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this project, at its own risk. 22. RIGHT TO REVIEW SERVICES, FACILITIES,AND RECORDS OCSD reserves the right to review any portion of the Services performed by CONTRACTOR under this Agreement, and CONTRACTOR agrees to cooperate to the fullest extent possible. Page 26 of 31 Return to Mende Report CONTRACTOR shall furnish to OCSD such reports, statistical data, and other information pertaining to CONTRACTOR's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its Contracts with its bondholders or noteholders and any other Agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by CONTRACTOR shall not relieve CONTRACTOR of any obligation set forth herein. 23. INSURANCE CONTRACTOR and all subcontractors shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "H". CONTRACTOR shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. It is in the discretion of OCSD whether to accept any deductibles declared by CONTRACTOR. 24.ATTORNEY'S FEES If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 25.WAIVER The waiver by either party of any of its rights or remedies in enforcing any action for breach under this Agreement in a particular instance shall not be considered as a waiver of any rights, remedies, or actions for breach in subsequent instances. 26. SEVERABILITY If any section, subsection, or provision of this Agreement, or any Agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. If any provision of this Agreement is void, voidable, unenforceable, or illegal but would not be so if it were rewritten to eliminate the terms that were found to be voidable, unenforceable, or illegal and such rewrite would not affect the intent of the parties, then the provision shall be rewritten to be enforceable and legal. If it cannot be rewritten without changing the bargain that the parties have agreed to, then it shall be stricken from the Agreement. Page 27 of 31 27.ASSIGNMENT CONTRACTOR shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 28. CHANGES IN CONTROL OF VENDOR In the event of a change in Control of CONTRACTOR, OCSD shall have the option of terminating this Agreement by written notice to CONTRACTOR. CONTRACTOR shall notify OCSD within ten (10) days of the occurrence of a change in Control. As used in this Section, "Control" is defined as the possession, direct or indirect, of either: (a) the ownership or ability to direct the voting of fifty-one percent (51%) or more of the equity interests, value, or voting power in CONTRACTOR; or (b) the power to direct or cause the direction of the management and policies of CONTRACTOR, whether through ownership of voting securities, by contract, or otherwise. 29.APPLICABLE LAW This Agreement and parties' performance hereunder shall be governed in accordance with the laws of the State of California, County of Orange. Venue for any judicial proceedings relating to the subject matter of this Agreement shall be in either the state or federal courts in Orange County, California. 30.WHOLE CONTRACT This Agreement sets forth the entire Agreement and understanding between the parties and supersedes all other agreements, oral or written, between the parties. 31. MISCELLANEOUS 31.1 No Rights in Third Parties. This Agreement is made for the benefit of OCSD and CONTRACTOR and not for the benefit of any third parties. 31.2 Days: • Calendar Days: Unless otherwise stated, all references in this Agreement to days refer To calendar days. • The term "workday'. Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM (exception is operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include legally observed holidays. OCSD Holidays are as follows: New Years Day, Lincoln's Birthday, President's Day, Memorial Day, Independence Day, Labor Day, Veterans' Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. Page 28 of 31 Return to Mende Report 31.3 Headings. The headings used in this Agreement are solely for the convenience of the parties. They are not intended to affect the meaning or interpretation of this Agreement. 31.4 Amendments. No amendment or modification to this Agreement is valid unless it is contained in a writing signed by both parties. 31.5 Approvals in Writing. All approvals or consents required or contemplated by this Agreement must be in writing to be effective. 31.6 Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties and their respective successors and assigns. 31.7 Advertising. CONTRACTOR shall not to refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers without the prior written consent of OCSD. 31.8 Business License and Permits. CONTRACTOR represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by CONTRACTOR. 31.9 Construction of Agreement. This Agreement is the product of joint discussions and negotiations at arms' length between the parties, both of whom are sophisticated and knowledgeable in business matters and both of whom have relied on the advice of independent legal counsel. Any rule of law which would require interpretation of this Agreement against the party that drafted it shall have no application to this Agreement. 31.10 Survival of Provisions. All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement, including, without limitation, the following Sections and Paragraphs: 6.4 Audit 8.0 Independent Contractor • 9.0 Warranties 17.0 Indemnification 18.4 Obligations Upon Expiration or Termination • 18.5 Transition of Services • 19.0 Confidential Information 31.11 CONTRACTOR shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided in Exhibit"B". 31.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by CONTRACTOR as a result of work performed in anticipation of purchases of said services by OCSD. 31.13 Conflict of Interest and Reporting CONTRACTOR shall at all times avoid conflict of interest or appearance of conflict of Page 29 of 31 interest in performance of this Agreement. CONTRACTOR affirms that to the best of its knowledge there exists no actual or potential conflict between CONTRACTOR'S families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. 31.14 CONTRACTOR's Representations In the performance of duties under this Agreement, CONTRACTOR shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence. CONTRACTOR agrees to comply with all applicable Federal, State and local laws and regulations. 31.15 Familiarity with Work By executing this Agreement, CONTRACTOR warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should CONTRACTOR discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at CONTRACTOR's risk, until written instructions are received from OCSD. 31.16 Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 31.17 Read and Understood By signing this Agreement, CONTRACTOR represents that he has read and understood the terms and conditions of the Agreement. Page 30 of 31 Return to Mende Report IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager TOTAL RESOURCE MANAGEMENT, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Page 31 of 31 EXHIBIT A To Professional Services Agreement ATTACHMENT A TO THE REQUEST FOR PROPOSALS, STATEMENT OF WORK Return to Aaenda Reo., EXHIBIT B To Professional Services Agreement Final Proposal — Submitted June 6, 2013 EXHIBIT C To Professional Services Agreement Safety and Accitdent Prevention Requirements Return to Aaenda Reoorl EXHIBIT D To Professional Services Agreement Acknowledgement of Insurance Requirements ADMINISTRATION COMMITTEE Meeting Dare TOBA.Of DIr. 07/10/13 07/24/13 AGENDA REPORT IemNumbe Item IBMbar 5 18 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ATMOSPHERIC MONITOR PROCUREMENT GENERAL MANAGER'S RECOMMENDATION Authorize the purchase of new atmospheric monitors from Mallory via US Communities, for a total not to exceed $300,000, in accordance with Resolution No. OCSD 07-04, Section 3.08: Cooperative Procurement. SUMMARY OCSD current atmospheric monitors are turning obsolete and the vendor will stop supporting the equipment. OCSD needs to procure new atmospheric monitors to ensure staff is protected while working in our facilities. OCSD wishes to select Mallory Safety & Supplies as provider atmospheric monitors due to Mallory Safety & Supplies US Communities Government Purchasing Alliance contract pricing and breadth of product offerings. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION The Western States Contracting Alliance (WSCA) agreements are available to all State of California governmental entities (State agencies, cities, counties, special districts, school districts, universities, etc.) that expend public funds for the acquisition of both goods and services. The State of California purchases a wide variety of goods and services ranging from pencils to temporary labor. Annual purchases total almost $10 billion. The Procurement Division (PD) is the central purchasing authority for all State departments and local government agencies. With a massive marketplace and billions of dollars in purchasing power they are able to offer a lower procurement cost to California's State, county, city, special district, education and other government entities through their Leveraged Procurement Agreements (LPAs). LPAs allow entities/agencies to buy directly from suppliers through existing contracts and agreements. One of the LPA's that the state offers to California governmental agencies is the Western State Contracting Alliance (WSCA) for Commodities, IT Goods & Services, and Telecommunication Goods and Services. JH:LT:wb/jmf Page 1 or 1 ADMINISTRATION COMMITTEE Meath,Dare TOBA.Of Dir. 07/10/13 07/24/13 AGENDA REPORT Item Number Item Nu bar 6 19 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES, SERIES 2013A GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to issue Revenue Refunding Certificate Anticipation Notes, Series 2013A, as one-year fixed-rate obligations, in an amount not to exceed $135.0 million to replace the $131.7 million Revenue Refunding Certificate Anticipation Notes, Series 2012C maturing on October 30, 2013. SUMMARY In March 2006, the Sanitation District issued $200 million of variable rate Certificates of Participation (COP), Series 2006 (2006 COPS). Alternatively, the Sanitation District could have issued debt at an estimated cost of 4.54% on a fixed rate basis in 2006. From inception through August 2008, the average variable rate on the 2006 COPs was 2.95% or 0.22% less than the SIFMA index (weekly market index of tax-exempt variable rate obligations). As the global financial crisis took hold in the late summer of 2008, there was a significant increase in the variable rate borrowing cost of the Sanitation District, including all municipal borrowers, as the 2006 COPS averaged 4.29% (or 1.56% above the SIFMA index) for the period between September 2008 and December 2008. The amount of the increase in variable rate cost above the SIFMA index can be attributed to the weakened financial strength of the bank, DEPFA Bank plc, that was providing liquidity support on the 2006 COPs. In December 2008, the Sanitation District proactively refunded the 2006 COPS with the Refunding COP Series 2008C Certificate Anticipation Notes (2008C CANS)to reduce its exposure to then higher and more volatile variable rate costs. The yield on the 2008C CANS was 0.98% for a one-year period. The issuance of the 2008C CANS allowed the Sanitation District to redeem the 2006 COPs at an all-in cost of less than 1.25% and avoid paying a bank rate of 4.75% which would have been effective starting a month later. Since the 2008C CANs issuance, the Sanitation District completed four additional one-year refinancings at yields of less than 0.37% as summarized below: Principal Arno I-In Cost 2009E $ 165,865,000 0.370% 0.559% 2010E 154,665,000 0.360 0.525 2011E 143,205,000 0.225 0.399 2012C 131,700,000 0.210 0.410 The interest rate on the Revenue Refunding Certificate Anticipation Notes Series 2012C (2012C CANS) was fixed for only one year and the entire $131.7 million plus interest Page 1 of 5 becomes due and payable on October 30, 2013. The Sanitation District is responsible for the total repayment, including interest, of $134.3 million or the Sanitation District could choose to refinance the 2012C CANs. Staff does not recommend the use of over $100 million of reserves to repay the 2012C CANS; therefore, there are a number of refinancing options for consideration of the Sanitation District. PRIOR COMMITTEE/BOARD ACTIONS September 2012 — The Board adopted Resolution No. OCSD 12-12, authorizing the execution and delivery by the District of an Installment Purchase Agreement, a Trust Agreement and a Continuing Disclosure Agreement in connection with the execution and delivery of Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2012C, such Notes evidencing principal in an aggregate amount of not to exceed $145,000,000, approving a Notice of Intention to Sell, authorizing the distribution of an Official Notice Inviting Bids and an Official Statement in connection with the offering and sale of such Notes and authorizing the execution of other necessary documents and related actions. ADDITIONAL INFORMATION Options Available to the Sanitation District 1. Refund the Maturing 2012C CANs with Fixed Rate Debt The issuance of long-term fixed rate refunding debt will eliminate market access risks (ability to issue debt to refinance maturing debt) and interest rate risk (additional costs if rates reset higher or are higher upon a future refinancing). After the issuance of fixed rate debt, the Sanitation District will no longer be exposed to changing market conditions. The issuance of long-term fixed rate debt in the current market would result in an average borrowing yield of approximately 4.20%. Fixed rate debt would also remove the interest rate hedge originally desired by the Sanitation District (in 2006) which was intended to insulate the District from changes in short-term interest rates as the variable rates on the 2006 COPS were expected to move in tandem with the District's fluctuating investment portfolio earnings. The following is a current market cost summary (subject to changing market conditions) of Option 1. (Fixed Rate Debt) over the next year. 4.162% Assumed Average Fixed Rate 0.020 Costs of Issuance (amortized over life of COPs) 0.040 Underwriter Costs (amortized over life of COPS) 4.222% Fixed Rate Cost 2. Refund the Maturing 2012C CANS with Variable Rate Debt Current variable rates for highly-rated California municipal borrowers (such as the District) are extremely low at approximately 0.06% for traditional variable rate debt backed by a commercial bank. However, the availability of bank support continues Page 2 of 5 to be relatively expensive at approximately 6-7 times the cost of current variable rates. The terms and conditions currently demanded by banks are also more onerous than during the period prior to the global financial crisis. Recently, other variable rate products have been developed that do not require bank support, but these products are generally used by issuers to diversify among a portfolio containing many different variable rate products, unlike the Sanitation District's single issuance of short-term interest rate exposure (2012C CANS). In addition, there are limited investors for these products and variable rate products, in general, are less attractive when interest rates begin to rise from historic low levels. The following is a current market cost comparison (subject to changing market conditions) of traditional variable rate debt versus Option 1. (Fixed Rate Debt) over the next year. Variable% Average Variable Rate 0.400 Bank Liquidity Fee 0.075 Remarketing Fee 0.039 Costs of Issuance (amortized over life of COPS) 0.004 Underwriter Costs (amortized over life of COPs) 0.518% + Variable% (current total of approximately 0.58%) or If compared to Option 1., average break-even variable rate of 3.704% 3. Refund the Maturing 2012C CANS with a New CANS issue Since the issuance of the 2012C CANS, short-term interest rates have continue to stay low as the current market yield for CANS is slightly lower than last year's levels and presently about 0.19%. The issuance of refunding CANS will continue to allow the Sanitation District to accrue savings at a rate that is fixed while insulating the District from the possibility of short-term rates increasing over the next year. The CANS structure will avoid the payment of high fees to liquidity banks and eliminate the risk of interest rates resetting higher from historic low levels during the course of the next year. Although current variable rates are low (see Option 2. above), there is little room for rates to trend much lower. The following is a current market cost summary (subject to changing market conditions) of Option 3. (CANs) over the next year. 0.190% Assumed One-Year Rate 0.208 Costs of Issuance (amortized over one year) 0.020 Underwriter Costs (amortized over one year) 0.418% or 3.804% less than Option 1. (equal to $3.4 million of cash flow savings) A comparison of the CANs refinancing structure to Option 2. above (Variable Rate Debt) shows that future unknown variable rates must be less than zero for variable rate debt to generate a better economic result. The major risk with a CANs structure occurs if the Sanitation District does not have market access to remarket the CANs at maturity (in 2014). However, the Sanitation District (1) has successfully issued one-year CANs in each of the last five years and Page 3 of 5 (2) is a AAA/AAA-rated entity, and (3) holds a substantial amount of reserves that could (if the Board chooses) be used to redeem CANs if market access is not available. Staff intends to build in safeguards to avoid the use of Sanitation District reserves unless absolutely necessary: for example, beginning the process of refinancing well in advance of the maturity date of the CANS. To further reduce interest rate risk (additional costs if rates reset higher or are higher upon a future refinancing) the Sanitation District could continue the Accelerated Rate Management (ARM) program with the one-year CAN refinancing debt issuance. Since 2006, the ARM program has used accrued savings (e.g., 0.399% cost on 2011 B CANs) compared to a fixed rate assumption (e.g., 2006 fixed rate of 4.54%) to reduce the outstanding amount of debt on a yearly basis. As less debt is outstanding, the Sanitation District significantly reduces its interest rate risk (if higher interest rates occur, the negative effect is mitigated as the higher interest cost is calculated on a smaller principal amount). The implementation of the ARM program since the issuance of the 2006 COPS has decreased the interest rate risk to the Sanitation District as the break-even rate (the average future interest rate for the remaining debt from the 2006 COPs issuance) is now over 8.4%. If the Sanitation District refinances the 2012C CANS with one-year CANS and current market conditions do not change, the break-even rate will increase to over 9.0%. Since, the original variable rate structure of the 2006 COPS and the five past CANS refinancings have already saved the District over $30.2 million compared to the alternative of the District issuing fixed rate debt in 2006. However, staff now believes it could be time to suspend the ARM program as the break-even rate is sufficiently high that it is unlikely that any future debt costs will negate the already accrued savings. In addition, the Sanitation District is currently earning 0.85% on its investment portfolio which hedges the variable-like rate of the CANs; therefore, the Sanitation District benefits from not using its higher yielding cash to repay principal on lower costing debt. The Sanitation District could also extend beyond one year for a CANS issuance to lock in rates for a longer period of time. The following table presents the current market results for 2-5 year CANS periods: nTotali5i' o.500°/ 0.950°/ 1.300% 1.650% 0.114 0.082 0.062 0.049 0.038 0.033 0.031 0.030 0.751% 1.065% 1.393% 1.729% Even as recent interest rates have been rising and volatile, short-term debt continues to remain low and attractive, especially rates within one year. In addition, short-term rates act as a hedge on the Sanitation District's cash reserves. Therefore, staff is recommending Option 3., the refunding of the 2012C CANs with a new one-year CAN that will again enable the Sanitation District to lock-in a low rate for an additional year without (a) encumbering cash reserves; (b) exposing the District to relatively high bank liquidity costs associated with variable rate debt; and, (c) avoiding higher fixed rates which would increase near-term debt costs by approximately $3.4 million per year. If the Sanitation District pursues Option 3, the refunding CANS can be sold on a competitive basis in order to obtain the lowest Page 4 of 5 financing cost possible. Staff and consultants will be available to make a brief presentation and provide an overview of the financing schedule at the Administration Committee meeting. Following is a chart listing the remaining steps to be completed for the issuance of the Revenue Refunding Certificate Anticipation Notes, Series 2013A debt issuance: ➢ Board approval of legal and disclosure documents September ➢ Financing Corporation approval of legal and disclosure documents ➢ Receive ratings from Bond Rating Agencies October ➢ Receive competitive bids ➢ Closing CEQA N/A BUDGET / DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS None Page 5 of 5 ADMINISTRATION COMMITTEE Meeting Date TOBA.of M. 07/10/13 07/24/13 Item AGENDA REPORT N Number Item Nu bar 7 Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: INVEST AND/OR REINVEST DISTRICT'S FUNDS GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 13-13, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest District's Funds; Adopting District's Investment Policy Statement and Performance Benchmarks for FY 2013-14; and Repealing Resolution No. OCSD 12-11. SUMMARY This agenda item presents the annual review of the Orange County Sanitation District's Investment Policy Statement to the Administration Committee for consideration in the Committee's capacity as the oversight committee for the Investment Policy (Section 16.2). With adoption of the Resolution, the Board of Directors would readopt the Sanitation District's current Investment Policy Statement, portfolio performance benchmarks, and monitoring and reporting requirements for FY 2013-14. The Sanitation District's Investment Policy Statement is recommended for adoption for FY 2013-14 with no changes made to the State Government Code since the adoption of the FY 2012-13 Investment Policy. Staff will continue to monitor pending legislative and regulatory proposals in the public finance area for their potential impact on the Sanitation District's existing financial programs. The Sanitation District's Investment Policy Statement has received the Investment Policy Certification of Excellence Award from the California Municipal Treasurer's Association. PRIOR COMMITTEE/BOARD ACTIONS July 2012 — Board adopted Resolution No. OCSD 12-11, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest District's Funds; Adopting District's Investment Policy Statement and Performance Benchmarks for FY 2012-13; and, Repealing Resolution No. OCSD 11-12. Page 1 of 3 ADDITIONAL INFORMATION Background The Investment Policy governs the investment activities of Pacific Investment Management Company (PIMCO), the Sanitation District's external money manager, on behalf of the District. On December 11, 2012, the Sanitation District's Investment Policy Statement received the Investment Policy Certification of Excellence Award from the California Municipal Treasurer's Association. A copy of the letter of certification is included each year in the annual Investment Policy document. The Sanitation District received its first Award of Excellence for the Investment Policy Statement in December 1996. The Investment Policy document itself consists of the Investment Policy Statement and the following eight appendices: A. Summary of Investment Authorization B. Treasury Management Procedures C. Investment Manager Certification D. Investment Pool Questionnaire (LAIF) E. Board Resolution No. OCSD-12-11 F. Sample Monthly & Quarterly Investment Program Monitoring Reports G. Sections of the California Govemment Code Pertinent to Investing Public Funds H. Glossary of Investment Terms This document will be updated and delivered to Administration Committee members following the adoption of the Sanitation District's investment policy statement. Annual Review of Investment Policv The Investment Policy includes the requirement that the Sanitation District shall review its Investment Policy annually (Sections 1.2 and 16.1). Annual Delegation of Investment Authority Effective January 1, 1997, Section 53607 of the Code states that governing boards of local agencies may only delegate authority to invest and/or reinvest agency funds to the agency's Treasurer for a one-year period. With adoption of the Resolution, the Board of Directors would renew its delegation of investment authority to the Director of Finance/Treasurer for a one-year period in compliance with the requirements of Section 53607. Each year, the Board of Directors will consider similar actions along with the annual reconsideration of the Sanitation District's Investment Policy. Page 2 of 3 CEQA N/A BUDGET / DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS The following atfachment(s) are provided in hard copy and may be viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package: 1. Resolution OCSD 13-13 JDR:LT:MW:bg/jmf Page 3 of 3 RESOLUTION NO. OCSD-13-13 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT, AUTHORIZING THE DISTRICT'S TREASURER TO INVEST AND/OR REINVEST DISTRICT'S FUNDS, AND ADOPTING DISTRICT'S INVESTMENT POLICY STATEMENT AND PERFORMANCE BENCHMARKS; AND REPEALING RESOLUTION NO. OCSD 12-11 WHEREAS, on July 25, 2012, the Board of Directors adopted Resolution No. 12-11, readopting the District's Investment Policy Statement, and establishing specific performance benchmarks and objectives, together with a schedule of frequency of investment performance reports; and, WHEREAS, pursuant to California Government Code Section 53607, the Board of Directors may delegate authority to invest and/or reinvest District's funds to the Treasurer for a one-year period; and, WHEREAS, pursuant to California Government Code Section 53646, the District is required to review its Investment Policy annually and readopt its Policy at a public meeting, which Policy will establish specific performance benchmarks and objectives, and specific monitoring and reports. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That the authority of the Board of Directors to invest or reinvest District's surplus funds, or to sell or exchange securities so purchased, or to deposit for safekeeping the funds and investments of the Districts with depositories, as provided for in California Government Code Sections 53608 and 53630, is hereby delegated to the District's Treasurer for a one-year period commencing on the date this Resolution is adopted, as authorized by California Government Code Section 53607. Section 2: That the Board of Directors hereby adopts the Investment Policy Statement of the Orange County Sanitation District, as set forth in Exhibit "A", attached hereto and incorporated herein by reference. Section 3: That the Board of Directors hereby adopts the following specific performance benchmarks for their two investment funds in accordance with Section 14.0 of the District's Investment Policy: LIQUID OPERATING MONIES: The Short-Term Operating Fund will be compared to the three month T-Bill rate, and the Callan Active Cash Flow Income Style Group. The Callan Active Cash Flow Income Style Group represents a peer group of managers who operate with a maximum maturity of one year. OCSD 13-13-1 Return to Mende Report LONG-TERM OPERATING MONIES: The Long-Term Operating Fund will be compared to the Merrill Lynch Government and Corporate One-to-Five Year Maturity Index and to the Callan Defensive Fixed Income Style Group. Section 4: That the Board of Directors hereby adopts a performance monitoring and reporting schedule, as required by Section 15.0 of the District's Investment Policy, which schedule is attached hereto as Exhibit "B", and incorporated herein by reference. Section 5: That Resolution No. OCSD 12-11 is hereby repealed. PASSED AND ADOPTED at regular meeting held July 24, 2013. Troy Edgar Chairman of the Board ATTEST: Maria E. Ayala Clerk of the Board OCSD 13-13-2 Exhibit "A" ORANGE COUNTY SANITATION DISTRICT INVESTMENT POLICY STATEMENT Proposed for Review and Approval By Administration Committee On July 10, 2013 And for Adoption By Board of Directors On July 24, 2013 Return to Mende Report TABLE OF CONTENTS Section TfOgIC Pan 1.0 Policy ......................................................................................1 2.0 Scope......................................................................................1 3.0 Standard of Prudence .............................................................1 4.0 Investment Objectives.............................................................2 5.0 Delegation of Authority............................................................2 6.0 Ethics and Conflicts of Interest................................................3 7.0 Authorized Financial Dealers and Institutions .........................4 8.0 Authorized and Suitable Investments......................................5 9.0 Collateralization.......................................................................9 10.0 Safekeeping and Custody.......................................................9 11.0 Diversification..........................................................................9 12.0 Maximum Maturities.............................................................. 11 13.0 Internal Control...................................................................... 12 14.0 Performance Objectives and Benchmarks............................ 12 15.0 Reporting .............................................................................. 12 16.0 Investment Policy Adoption and Revision ............................. 13 Appendix A. Summary of Investment Authorization ORANGE COUNTY SANITATION DISTRICT INVESTMENT POLICY STATEMENT 1.0 Policy: It is the policy of the Orange County Sanitation District (OCSD) to invest public funds in a manner which ensures the safety and preservation of capital while meeting reasonably anticipated operating expenditure needs, achieving a reasonable rate of return and conforming to all state and local statutes governing the investment of public funds. 1.1. This Investment Policy is set forth by OCSD for the following purposes: 1.1.1. To establish a clear understanding for the Board of Directors, OCSD management, responsible employees and third parties of the objectives, policies and guidelines for the investment of the OCSD's idle and surplus funds. 1.1.2. To offer guidance to investment staff and any external investment advisors on the investment of OCSD funds (see Appendix "A"). 1.1.3. To establish a basis for evaluating investment results. 1.2. OCSD establishes investment policies which meet its current investment goals. OCSD shall review this policy annually, and may change its policies as its investment objectives change. 2.0 Scope: This Investment Policy applies to all financial assets of OCSD; except for the proceeds of OCSD's capital projects financing program, which are invested in accordance with provisions of their specific bond indentures; and such other funds excluded by law or other Board-approved covenant or agreement. These funds are accounted for by OCSD as Enterprise Funds as represented in OCSD's Comprehensive Annual Financial Report. 3.0 Standard of Prudence: The standard of prudence to be used by OCSD internal staff, and any authorized investment advisor(s), shall be as described in Section 53600.3 of the California Government Code as follows: Except as provided in subdivision (a) of Section 27000.3, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds Page 1 of 13 Return to Mende Report pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law. 4.0 Investment Objectives: The primary objectives of OCSDs investment activities, in priority order, and as described in Section 53600.5 of the California Government Code, shall be: 4.1 Safety: The safety and preservation of principal is the foremost objective of the investment program of OCSD. Investments shall be selected in a manner that seeks to ensure the preservation of capital in OCSD's overall portfolio. This will be accomplished through a program of diversification, more fully described in Section 11.0, and maturity limitations, more fully described in Section 12.0, in order that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. 4.2 Liquidity: The investment program will be administered in a manner that will ensure that sufficient funds are available for OCSD to meet its reasonably anticipated operating expenditure needs. 4.3 Return on Investments: The OCSD investment portfolio will be structured and managed with the objective of achieving a rate of return throughout budgetary and economic cycles, commensurate with legal, safety, and liquidity considerations. 5.0 Delegation of Authority: 5.1 Authority to manage OCSD's investment program is derived from the California Government Code Sections 53600 et seq, and Sections 53635 et seq. The Board of Directors hereby delegates management responsibility for the OCSD investment program to its Director of Finance and Administrative Services/Treasurer, who shall establish written procedures for the operation of the investment program, consistent with this Policy. The Controller/Assistant Treasurer shall be responsible for day-to-day administration, monitoring, and the development of written administrative procedures for the operation of the investment program, consistent with this Policy. The current treasury management procedures Page 2 of 13 are presented in Appendix "B." No person may engage in an investment transaction except as provided under the terms of this Policy and the procedures established by the Treasurer. The Treasurer shall be responsible for all transactions undertaken by OCSD internal staff, and shall establish a system of controls to regulate the activities of internal staff and external investment advisors engaged in accordance with Section 5.3. 5.2 The administrative procedures for the operation of OCSD's investment program will provide for, but not be limited to, the following: 5.2.1 Formats for monthly and quarterly reports to the Administration Committee, and the Board of Directors. 5.2.2 Compliance with generally accepted accounting principles of the Government Accounting Standards Board. 5.2.3 Establishment of benchmarks for performance measurement. 5.2.4 Establishment of a system of written internal controls. 5.2.5 Establishment of written procedures for competitive bids and offerings of securities that may be purchased or sold by internal OCSD staff. 5.2.6 Establishment of a Desk Procedures Manual for treasury operations and management. 5.3 The Board of Directors of OCSD may, in its discretion, engage the services of one or more registered investment advisors to assist in the management of OCSD's investment portfolio in a manner consistent with OCSD's objectives. Such external investment advisors, which shall be selected through a competitive process, shall be granted discretion to purchase and sell investment securities in accordance with this Investment Policy. Such advisors must be registered under the Investment Advisers Act of 1940, or be exempt from such registration. 6.0 Ethics and Conflicts of Interest: 6.1 Officers and employees of OCSD involved in the investment process shall refrain from personal business activities that could conflict with proper execution of OCSD's investment program, or which could impair their ability to make impartial investment decisions. Employees and investment officials shall disclose to the General Manager any material financial interests in financial institutions that conduct business within OCSD's boundaries, and they shall further disclose any large personal financial/investment positions, the performance of which could be related to the performance of positions in OCSD's portfolio. Page 3 of 13 Return to Mende Report Page 4 of 13 7.0 Authorized Financial Dealers and Institutions: 7.1 For investment transactions conducted by OCSD internal staff, the Treasurer will maintain a list of financial institutions authorized to provide investment services to OCSD, including "primary" or regional dealers that qualify under Securities and Exchange Commission Rule 15C3-1 (Uniform Net Capital rule), and Federal or State of California chartered banks. No public deposit shall be made except in a qualified public depository as established by State law. All financial institutions which desire to become qualified bidders for investment transactions with OCSD must supply the following for evaluation by the Treasurer: 7.1.1. Audited financial statements for the institution's three (3) most recent fiscal years. 7.1.2. A statement, in the format prescribed by the Government Finance Officers Association (GFOA), certifying that the institution has reviewed OCSD's Investment Policy and that all securities offered to the Districts shall comply fully and in every instance with all provisions of the California Government Code and with this Investment Policy. The current statement is presented in Appendix "C." 7.1.3. A statement describing the regulatory status of the dealer, and the background and expertise of the dealer's representatives. Selection of financial institutions, broker/dealers, and banks authorized to engage in transactions with OCSD shall be made through a competitive process. An annual review of the financial condition of qualified institutions will be conducted by the Treasurer. 7.2 Selection of broker/dealers used by external investment advisors retained by OCSD, shall be in compliance with contract provisions between OCSD and any external investment advisors, and shall be in substantially the following form: Use of Securities Brokers: Neither the Investment Advisor nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of OCSD, provided that this limitation shall not prevent the Investment Advisor from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or"nonprofit" basis to itself and provides competitive execution. The Investment Advisor shall provide the Districts with a list of suitable independent brokerage firms (including names and addresses) meeting the requirements of Government Code Section 53601.5, and, unless otherwise directed by OCSD, the Investment Advisor may utilize the Page 5 of 13 Return to Mende Report service of any of such independent securities brokerage firms it deems appropriate to the extent that such fines are competitive with respect to price of services and execution. 8.0 Authorized and Suitable Investments: All investments shall be made in accordance with the California Government Code including Sections 16429.1 at seq., 53600 at seq., and 53684, and as described within this Investment Policy. Permitted investments under this Policy shall include: 8.1 Securities, obligations, participations, or other instruments of, or issued by, or fully guaranteed as to principal and interest by the US Government, a federal agency, or a US Government-sponsored enterprise pursuant to Section 53601 (a) of the California Government Code. Investment in mortgage-backed bonds and CMOs is not governed by this Section 8.1, even if such bonds are issued by agencies of the US Government. See Section 8.2 for conditions of purchase of mortgage- backed securities. See Section 8.12 for conditions of purchase of CMOs. 8.2 Mortgage-backed securities issued by an agency of the US Government, which are backed by pools of mortgages guaranteed by the full faith and credit of the U.S. Government, or an agency thereof. Purchase of mortgage derivatives, which include interest-only payments (IOs) and principal-only payments (POs); inverse floaters, and RE- REMICs (Real Estate Mortgage Investment Conduits), is hereby prohibited. 8.3 Commercial paper of"prime" quality and rated TV by Moody's Investor Services (Moody's), and rated "At" by Standard & Poor's Corporation (S&P), and issued by a domestic corporation organized and operating in the United States with assets in excess of$500 million and having a rating of"A" or better on its long-term debt as provided by Moody's or S&P. Purchases of eligible commercial paper may not exceed 270 days to maturity from the date of purchase. Purchases of commercial paper shall not exceed 15% of the market value of the portfolio, except that a maximum of 25% of the market value of the portfolio may be invested in commercial paper, so long as the average maturity of all commercial paper in the portfolio does not exceed 31 days. No more than 5% of the market value of the portfolio, or 10% of the issuer's outstanding paper, may be invested in commercial paper issued by any one (1) eligible corporation. 8.4 Banker's acceptances issued by institutions, the short-term obligations of which are rated a minimum of"P1" by Moody's, or"A1" by S&P provided that: (a) the acceptance is eligible for purchase by the Federal Reserve System; (b) the maturity does not exceed 180 days; (c) no more than 40% of the total portfolio may be invested in banker's acceptances; and (d) no more than 30% of the total portfolio may be invested in the banker's acceptances of any one (1) commercial bank. Page 6 of 13 8.5 Medium term (or corporate) notes of a maximum of five (5) years maturity issued by corporations organized and operating within the United States, or issued by depository institutions licensed by the United States, or any state, and operating within the United States with assets in excess of$500 million, and which is rated in a rating category of`A" or better on its long-term debt as provided by Moody's or S&P. Notes eligible for investment under this section shall be rated at least "A3" or better by Moody's, or"A-"or better by S&P. If, at the time of purchase, an eligible note is rated in a rating category of"A" or better by only one rating agency, the note shall also be rated at least"BBB" by the other rating agency. If, after purchase, the rating of an eligible note in a rating category of"A" or better, is downgraded to "BBB," the external investment advisor shall notify the District of the downgrade, and shall present an analysis and recommendations as to the disposition of the note consistent with the investment objectives of this Investment Policy. The above restrictions pertain to the "direct issuer' and do not extend to the parent corporation of the direct issuer. No more than 35% of the portfolio may be invested in both medium term notes, as described here in 8.5, and notes, bonds, or other obligations, as described in 8.6. 8.6 Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by Californiaf Government Code Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by California Government Code Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank that is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. No more than 35% of the portfolio may be invested in securities described in 8.5 and 8.6. 8.7 Shares of mutual funds investing in securities permitted under this policy and under Section 53601 (k) of the California Government Code. Such funds must either: (1) attain the highest ranking, or the highest letter and numerical rating, provided by not less than two of the three largest nationally recognized rating services; or (2) have an Investment Advisor registered with the Securities and Exchange Commission with not less than five (5) years of experience investing in the securities and obligations authorized under this Policy and under California Government Code Section 53601, and with assets under management in excess of$500 million. The purchase price of shares of beneficial interest purchased pursuant to this policy, and the California Government Code may not include any commission that the companies may charge, and shall not exceed 15% of the District's surplus money that may be invested pursuant Page 7 of 13 Return to Mende Report to this section. However, no more than 10% of the District's surplus funds may be invested in shares of beneficial interest of any one (1) mutual fund pursuant to this section. 8.8 Certificates of deposit: 8.8.1 Secured (collateralized) time deposits issued by a nationally or state-chartered bank or state or federal savings and loan association, as defined by Section 5102 of the California Financial Code, and having a net operating profit in the two (2) most recently completed fiscal years. Collateral must comply with Chapter 4, Bank Deposit Law, Section 16500 at seq., and Chapter 4.5, Savings and Loan Association and Credit Union Deposit Law, Section 16600 at seq., of the California Government Code. 8.8.2 Negotiable certificates of deposit (NCDs) issued by a nationally or state-chartered bank or state of federal savings and loan association, as defined by Section 5102 of the California Financial Code; and which shall have a rating of"A" or better on its long-term debt as provided by Moody's or S&P; or which shall have the following minimum short-term ratings by at least two (2) rating services: "P1" for deposits by Moody's, "At" for deposits by S&P, or comparably rated by a nationally recognized rating agency which rates such securities; or as otherwise approved by the District's Board of Directors. 8.8.3 To be eligible to receive local agency money, a bank, savings association, federal association, or federally insured individual loan company shall have received an overall rating of not less than "satisfactory" in its most recent evaluation by the appropriate federal financial supervisorial agency of its record of meeting the credit needs of California's communities, including low and moderate income neighborhoods, pursuant to Section 2906 of Title 12 of the United States Code. 8.9 Taxable or tax-exempt municipal bonds issued by any of the 50 United States. Such securities must be rated "AY or higher by Moody's, or"A-" or higher by S&P; or as otherwise approved by the Districts' Board of Directors. 8.10 The State of California Local Agency Investment Fund (LAIF). The LAW is an investment alternative for California's local governments and special districts managed by the State Treasurer's Office. LAW is more fully described in the Glossary (See Appendix "H.") The District shall use LAW as a short-term cash management facility. Investment of District funds in LAW shall be subject to investigation and due diligence prior to investing, and on a continual basis to a level of review pursuant to Section 3.0, Standard of Prudence, of this Policy. See Appendix "D" for investment pool questionnaire. Page 8 of 13 8.11 The Orange County Treasurer's Money Market Commingled Investment Pool (OCCIP). The OCCIP is a money market investment pool managed by the Orange County Treasurer's Office. OCCIP is more fully described in the Glossary. (See Appendix "H.") The District has no funds invested in OCCIP at this time. Investment of District funds in OCCIP would be subject to investigation and due diligence prior to investing, and on a continual basis to a level of review pursuant to Section 3.0, Standard of Prudence, of this Policy. 8.12 Collateralized mortgage obligations (CMOs) issued by agencies of the US Government which are backed by pools of mortgages guaranteed by the full faith and credit of the U.S. Government, or an agency thereof, and asset-backed securities rated "Aaa" by Moody's and "AAA" by S&P. Selection of mortgage derivatives, which include interest-only payments (10s) and principal-only payments (POs); inverse floaters, and RE- REMICS (Real Estate Mortgage Investment Conduits), is hereby prohibited. Securities eligible for purchase under this Section 8.11 shall be issued by an issuer having a rating on its unsecured long-term debt of "A" or higher. Combined purchases of mortgage-backed securities, CMOs and asset-backed securities as authorized under within Section 8.0, may not exceed 20% of the total Long-Term Operating Monies portfolio. 8.13 Repurchase agreements provided that: 8.13.1 All repurchase agreements shall be collateralized with securities eligible for purchase under this Policy. In order to anticipate market changes and to provide a level of security for all repurchase agreement transactions, collateralization shall be maintained at a level of at least 102% of the market value of the repurchase agreements, and shall be adjusted no less than weekly. 8.13.2 All repurchase agreements must be the subject of a Master Repurchase Agreement between OCSD and the provider of the repurchase agreement. The Master Repurchase Agreement shall be substantially in the form developed by The Bond Market Association. 8.14 Reverse repurchase agreements provided that: 8.14.1 No more than five percent (5%)of OCSD's portfolio shall be invested in reverse repurchase agreements, and there shall be no long- term reverse repurchase agreements unless otherwise authorized by the Districts' Board of Directors. 8.14.2 The maximum maturity of reverse repurchase agreements shall be ninety (90) days. 8.14.3 Reverse repurchase agreements shall mature on the exact date of a known cash flow which will be unconditionally available to repay the maturing reverse repurchase agreement. Page 9 of 13 Return b Mende Report 8.14.4 Proceeds of reverse repurchase agreements shall be used solely to supplement portfolio income or to provide portfolio liquidity, and shall not be used to speculate on market movements. 8.14.5 All reverse repurchase agreements must be the subject of a Master Repurchase Agreement between OCSD and the provider of the reverse repurchase agreement. The Master Repurchase Agreement shall be substantially in the form developed by The Bond Market Association. 8.15 Sales of OCSD-owned securities in the secondary market may incur losses in order to improve the risk or return characteristics of the portfolio, to prevent anticipated further erosion of principal, or when trading for securities that result in an expected net economic gain to OCSD. 8.16 If securities owned by the OCSD are downgraded by either Moody's or S&P to a level below the quality required by this Investment Policy, it shall be OCSD's policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. If a decision is made to retain the downgraded securities in the portfolio, their presence in the portfolio will be monitored and reported monthly to the OCSD General Manager, the Administration Committee and Board of Directors. 9.0 Collateralization: Generally, the value to secure deposits under this Policy shall comply with Section 53652 of the California Government Code. Collateralization will be required for secured time deposits, as more fully described in Section 8.8.1; and repurchase agreements, as more fully described in Section 8.13.1. Collateral will always be held by an independent third-party, as more fully described in Section 10.1. The right of collateral substitution is granted. 10.0 Safekeeping and Custody: 10.1 All securities transactions, including collateral for repurchase agreements, entered into by, or on behalf of OCSD, shall be conducted on a delivery-versus-payment (DVP) basis. Securities will be held by OCSD's third-party custodian bank, which shall be selected through a competitive process, or that agent's representative, or in the agent's account at the Federal Reserve Bank, or within clearing corporations in the U.S., and evidenced by book entry statements. 11.0 Diversification: OCSD will diversify its investments by security type, issuer, and financial institution in accordance with the following: Page 10 of 13 11.1 There is no limit on investment in securities issued by or guaranteed by the full faith and credit of the U.S. government. 11.2 No more than 20% of the portfolio may be invested in securities of a single agency of the U.S. government, which does not provide the full faith and credit of the U.S. government. 11.3 No more than 5% of the portfolio may be invested in securities of any one issuer, other than the U.S. government or its agencies. Investment in mutual funds is not governed by this Section 11.3. See Section 11.8 for conditions of purchase of mutual funds. 11.4 No individual holding shall constitute more than 5% of the total debt outstanding of any issuer. 11.5 No more than 40% of the portfolio may be invested in banker's acceptances. 11.6 No more than 15% of the portfolio may be invested in commercial paper, except that 25% of the portfolio may be so invested so long as the average maturity of all commercial paper in the portfolio does not exceed 31 days. 11.7 No more than 30% of the portfolio may be invested in medium-term (corporate) notes. 11.8 No more than 15% of the portfolio may be invested in mutual funds. However, no more than 10% of the District's portfolio may be invested in shares of beneficial interest of any one (1) mutual fund. 11.9 No more than 30% of the portfolio may be invested in negotiable certificates of deposit. 11.10 No more than 10% of the portfolio may be invested in eligible municipal bonds. 11.11 No more than 20% of the Long Term Operating Monies portfolio may be invested in a combination of mortgage-backed securities, CMOs and asset-backed securities. Mortgage-backed securities, CMOs and asset- backed securities may only be purchased by the Districts' external money managers, Pacific Investment Management Company (PIMCO), with prior Board approval (authorized by Board Minute Order, January 22, 1997), and may not be purchased by the District's staff. 11.12 No more than the lesser of 15% of the portfolio or the statutory maximum may be invested in LAIF. 11.13 No more than 15% of the portfolio may be invested in the Orange County Investment Pool. Page 11 of 13 Return to Mende Report 11.14 No more than 20% of the portfolio may be invested in repurchase agreements. 11.15 No more than 5% of the portfolio may be invested in reverse repurchase agreements. 12.0 Maximum Maturities: To the extent possible, OCSD will attempt to match its investments with reasonably anticipated cash flow requirements. The Treasurer shall develop a five-year cash flow forecast, which shall be updated quarterly. Based on this forecast, the Treasurer shall designate, from time-to-time, the amounts to be allocated to the investment portfolio. OCSD monies invested in accordance with this Policy are divided into two (2) categories: 12.1 Liquid Operating Monies. Funds needed for current operating and capital expenditures are known as Liquid Operating Monies. 12.1.1 The maximum final stated maturity of individual securities in the Liquid Operating Monies account portfolio shall be one (1) year from the date of purchase. 12.1.2 The average duration of the Liquid Operating Monies account portfolio shall be recommended by the Treasurer based on the Districts' cash flow requirements, but may never exceed 180 days. 12.2 Long Term Operating Monies. Funds needed for longer term purposes are known as the Long Term Operating Monies. 12.2.1 Except for the purchase of securities by the District's external money manager, PIMCO, the maximum final stated maturity of individual securities in the Long Term Operating Monies account portfolio shall be five (5)years from the date of purchase. PIMCO may purchase any security that is permitted under Section 8.0 of this policy, including those which may have a stated maturity of more than five (5) years from the date of purchase when, in the opinion of PIMCO, such an investment meets the investment objectives of this portfolio and the duration requirements are met below. 12.2.2 The duration of the Long Term Operating Monies account portfolio shall be recommended by the Treasurer based on the Districts' five-year rash flow forecast, but may never exceed 60 months. 12.2.3 The duration of the Long Term Operating Monies account portfolio shall never exceed 120% of the duration as established in accordance with Section 12.2.2. 12.2.4 The duration of the Long Term Operating Monies account portfolio shall never be less than 80% of the duration as established in accordance with Section 12.2.2 Page 12 of 13 13.0 Internal Control: 13.1 The Treasurer shall establish an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with policies and procedures. The current treasury management procedures are presented in Appendix "B." 14.0 Performance Objectives and Benchmarks: 14.1 Overall objective. The investment portfolio of OCSD shall be designed with the overall objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with investment risk constraints and reasonably anticipated cash Flow needs. 14.2 The Liquid Operating Monies. The investment performance objective for the Liquid Operating Monies shall be to earn a total rate of return over a market cycle which exceeds the return on a market index approved by the Administration Committee, and by the District's Board of Directors, when the duration of the portfolio is established. This market index is more fully described in Board Resolution No. OCSD-00-16 (see Appendix "E"). 14.3 The Long Term Operating Monies. The investment performance objective for the Long Term Operating Monies shall be to earn a total rate of return over a market cycle which exceeds the return on a market index selected by the Administration Committee and approved by the Districts' Board of Directors, when the duration of the portfolio is established. This market index is more fully described in Board Resolution No. OCSD-00-16 (See Appendix"E"). 15.0 Reporting: 15.1 Quarterly investment reports shall be submitted by the Treasurer to the Administration Committee which shall forward the reports to the District's Board of Directors. The quarterly reports shall be submitted to the Administration Committee within 30 days of the end of the month in accordance with California Government Code Sections 53607, 53646, and this Investment Policy. The quarterly reports shall provide clear and concise status information on the District's portfolios at the end of each reporting period, including performance measures using the benchmarks described in Section 14.0 of this Investment Policy. Sample quarterly reports are presented in Appendix "F." These reports shall contain listings of individual securities held at the end of each reporting period, and shall disclose, at a minimum, the following information about the risk characteristics of OCSD's portfolio: 15.1.1 Cost and accurate and complete market value of the portfolio. 15.1.2 Modified duration of the portfolio compared to Benchmark. Page 13 of 13 Return to Mende Report 15.1.3 Dollar change in value of the portfolio for a one-percent (1%) change in interest rates. 15.1.4 Percent of portfolio invested in reverse repurchase agreements, and a schedule which matches the maturity of such reverse repurchase agreements with the cash flows which are available to repay them at maturity. 15.1.5 For the Liquid Operating Monies account only, the percent of portfolio maturing within 90 days. 15.1.6 Average portfolio credit quality. 15.1.7 Percent of portfolio with credit ratings below "A" by any rating agency, and a description of such securities. 15.1.8 State that all investments are in compliance with this policy and the California Government Code, or provide a listing of any transactions or holdings which do not comply with this policy or with the California Government Code. 15.1.9 Time-weighted total rate of return for the portfolio for the prior three months, twelve months, year to date, and since inception compared to the Benchmark returns for the same periods. 15.1.10 State that sufficient funds are available for OCSD to meet its operating expenditure requirements for the next six months, or if not, state the reasons for the shortfall. 15.2 OCSD's Treasurer shall meet quarterly with the Administration Committee to review investment performance, proposed strategies and compliance with this Investment Policy. External investment advisors may be required to attend said meetings at the discretion of the Chairman of the Administration Committee. 16.0 Investment Policy Adoption and Revision: 16.1 The Investment Policy of OCSD shall be reviewed by the Administration Committee and shall be adopted by resolution of the Board of Directors of OCSD. The Policy shall be reviewed on an annual basis in accordance with California Government Code Section 53646, and this Investment Policy, by the Administration Committee, which shall recommend revisions, as appropriate, to the Board of Directors. Any modifications made thereto shall be approved by the Board of Directors. 16.2 The Administration Committee shall serve as the oversight committee for the District's Investment program and shall adopt guidelines for the ongoing review of duration, quality and liquidity of the District's portfolio. Page 14 of 13 APPENDIX "A" SUMMARY OF INVESTMENT AUTHORIZATION INTERNAL AND EXTERNAL MANAGERS SHORT TERM OPERATING FUND INVESTMENT INTERNAL EXTERNAL U.S. Treasuries OK OK Federal Agencies Fixed coupon, fixed mat. OK Mortgage-backed NO NO Commercial paper OK OK Banker's Accept. OK OK Medium Term Notes Fixed coupon, fixed mat.* OK Mutual Funds Money Market Only** Money Market Only Negotiable CDs Fixed coupon, fixed mat.* OK Municipal Bonds OK* NO LAIF OK NO OCIP OK NO CMOs NO NO Asset-backed NO NO Repurchase Agree. OK OK Reverse Repos OK* OK LONG TERM OPERATING PORTFOLIO INVESTMENT INTERNAL EXTERNAL U.S. Treasuries OK OK Federal Agencies Fixed coupon, fixed mat. OK Mortgage-backed NO OK Mutual Funds Money Market Only** OK Negotiable CDs Fixed coupon, fixed mat.* OK Municipal Bonds OK* OK LAIF OK NO OCIP OK NO CMOs NO With Board Approval Asset-backed NO With Board Approval Repurchase Agree. OK OK Reverse Repos OK* OK *With prior approval of the Administration Committee. **Using financial institutions approved by the Administration Committee. N WepO WOlWeldsWIMIN COMMITTEE BY MONTH 3013UULY MlNneaOrentPoliry BOD61313 tlo Return to Mende Report Exhibit "B" FY 2013-14 Performance Monitoring & Reporting Schedule For the Administration Committee The Quarterly Investment and Board of Directors meetings of: Management Program Report to be resented for the period of: July 2013 August Board only) September Aril —June 2013 October November Jul — Sept 2013 December Janua '14 Board only) February Oct— Dec 2013 March April May Jan — March 2014 June Page 1 of 2 EXHIBIT"B" ORANGE COUNTY SANITATION DISTRICT PERFORMANCE MONITORING & REPORTING SCHEDULE FOR THE DISTRICT'S INVESTMENT PROGRAM POLICY REFERENCE PERFORMANCE CHARACTERISTIC REPORTING PARTY* PIMCO MELLON CALLAN 15.1.1 Cost and market value of the portfolio(monthly mark-to-market). M, Q M, Q Q 15.1.2 Modified duration of the portfolio compared to benchmark. M, Q Q 15.1.3 Dollar change in value of the portfolio for a 1%change in interest rate. M, Q Q 15.1.4 Percent of portfolio invested in reverse repurchase agreements, and a schedule which M, Q matches the maturity of such reverse repurchase agreements with the cash flows which are available to repay them at maturity. 15.1.5 For the Liquid Operating Monies account only,the percent of portfolio maturing within 90 M, Q Q days. 15.1.6 Average portfolio credit quality. M, Q Q 15.1.7 Percent of portfolio with credit ratings below"A" by any rating agency, and a description M, Q Q of such securities. 15.1.8 Listing of any transaction or holdings which do not comply with this policy or with the M, Q California Government Code. 15.1.9 Time-weighted total rate of return for the portfolio for the prior three months,twelve M, Q Q months, year-to-date, and since inception compared to the benchmark returns for the same periods. ADDL** Comparison of portfolio performance to market index benchmark. M, Q Q ADDL** Comparison of Manager's performance to peer group benchmark. Q ADDL** Monitoring of organizational and structural changes of investment management firm. Q ADDL** Audit portfolios for compliance with investment policy guidelines. F- Q 15.1.10 OCSD will report if sufficient funds are available for it to meet operating expenditure requirements for the next six months, or if not, state the reason for the shortfall. Notes *M =Monthly *Q =Quarterly **ADDL=Monitoring of Additional Performance Characteristics Page 2 of 2 ITEM 21 MINUTES GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE STEERING COMMITTEE Monday, April 8, 2013, 5:00 p.m. ROLL CALL Committee Members Troy Edgar OCSD Director,Chairman......................Present Roger Yoh OCWD Director, Vice Chairman .............Present Philip L.Anthony OCWD Director.......................................Present Jim Ferryman OCSD Director...................................... Present Kathryn Barr OCWD Director....................................... Present John Anderson OCSD Director............................... Not Present Alternates Cathy Green OCWD Director(No. 1).......................... Present Brett Murdock OCSD Director(No. 1).................... Not Present Steve Sheldon OCWD Director(No.2) ... ..............Not Present Tom Beamish OCSD Director(No.2)..................... Not Present Henry Sidu OCWD Director(No.3).................... Not Present - Greg Seboum OCSD Director(No. 3)................... Not Present Other Directors Present Bruce Whitaker OCWD ....................................................Present Staff/Consultants Present Michael Markus, OCWD William Dunivin, OCWD Mehul Patel,OCWD Robert Ghirelli, OCSD - Debbie Burris, DDB Randy Bryan, Parsons Rich Ten Bosch, Black&Veatch Damon Yates, McCarthy Building Companies 1. MINUTES OF PREVIOUS MEETING ANTHONY- MOTION,AYE FERRYMAN- SECOND,AYE RECOMMENDATION:Approve Minutes of the October EDGAR - AYE APPROVED 8,2012 Groundwater Replenishment System Steering MRR- AYE Committee meeting as presented YOH-AYE INFORMATIONAL ITEMS 2. GWRS INITIAL EXPANSION ONSTRUCTION INFORMATIONAL UPDATE 3. GWRS OPERATIONS UPDATE INFORMATIONAL 4. GWRS OPERATING BUDGET SUMMARY INFORMATIONAL 5. OUTREACH STATUS REPORT INFORMATIONAL Public information and Education update GENERAL MANAGERS'REPORTS ADJOURNMENT 5:55 PM ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary AQMD Air Quality Management District ASCE American Society of Civil Engineers BOO Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) 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 OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) — A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DR) — 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. 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.