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HomeMy WebLinkAbout10-25-2017 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, October 25, 2017 Regular Meeting of the 6:00 P.M. BOARD OF DIRECTORS Board Room ` 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER INVOCATION AND PLEDGE OF ALLEGIANCE (Barbara Delgleize, City of Huntington Beach) ROLL CALL (Clerk of the Board) DECLARATION OF QUORUM (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: Safety Poster Contest Winners REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters ofgeneml interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors,after one motion,without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Meeting of the Board of Directors Meeting held on September 27, 2017. 10/25/2017 OCSD Board of Directors Agenda Page 1 of 7 RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 2. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following committees: A. Steering Committee Meeting of August 23, 2017 B. Operations Committee Meeting of September 6, 2017 C. Legislative and Public Affairs Committee Meeting of September 11, 2017 D. Administration Committee Meeting of September 13, 2017 E. Audit Ad Hoc Committee Meeting of September 22, 2017 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF SEPTEMBER 2017 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of September 2017. OPERATIONS COMMITTEE: 4. NEW COMBO TRUCK/RECYCLER COOPERATIVE PROCUREMENT WITH VACTOR (Ed Torres) RECOMMENDATION: A. Approve the purchase of one (1) VACTOR brand compressed natural gas (CNG) sewer combo cleaning, water recycling truck (combo truck) from Haaker Equipment Company using the National Joint Powers Alliance cooperative Contract Number 022014-FSC with Vector,for an amount not to exceed $739,427, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of$36,971 (5%). 5. SERVICE AGREEMENT FOR CENTRAL GENERATION AUTOMATION/ CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS), CONTRACT NO. J-79-lA (Ed Torres) RECOMMENDATION: A. Approve a Sole Source Service Purchase Order Agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period beginning November 23, 2017 through November 22, 2022,for a total amount not to exceed $580,625; and B. Approve a contingency of$58,063 (10%) 10/25/2017 OCSD Board of Directors Agenda Page 2 of 7 6. LABOR COMPLIANCE PROGRAM, SPECIFICATION NO. CS-2017-876BD (Rob Thompson) RECOMMENDATION: A. Approve a Professional Services Agreement with The Solis Group for the development and implementation of a Labor Compliance Program, Specification No. CS-2017-87613D, for an amount not to exceed $391,567; and B. Approve a contingency in the amount of$39,157 (10%). 7. BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT, PROJECT NO. 5-67 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Design Services Agreement with Arcadis US Inc. to provide engineering design services for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, for an amount not to exceed $7,137,000; and B. Approve a contingency of$713,700 (10%). 8. OCSD/OCWD JOINT AGREEMENT FOR GWRS FINAL EXPANSION (Rob Thompson) RECOMMENDATION: Approve the First Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District. ADMINISTRATION COMMITTEE: 9. CONTRACTED INTERNAL AUDITS IN SEARCH OF FICTITIOUS EMPLOYEES AND SEARCH OF FICTITIOUS VENDORS (Lorenzo Tyner) RECOMMENDATION: Receive and file the August 24, 2017, White Nelson Diehl Evans (WNDE) audit report in Search of Fictitious Employees and Search of Fictitious Vendors. 10. DOIG DRIVE PROPERTY DISPOSAL - BROKER (Lorenzo Tyner) RECOMMENDATION: Authorize the General Manager to conduct a Request for Proposal process and subsequently award for real estate broker services to facilitate the sale of the Orange County Sanitation District's real property at 7311 Doig Drive, Garden Grove, CA. 10/25/2017 OCSD Board of Directors Agenda Page 3 of 7 LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 11. 10TH ANNIVERSARY OF THE GROUNDWATER REPLENISHMENT SYSTEM (Bob Ghirelli) RECOMMENDATION: A. Approve hosting a GWRS 101h anniversary event in Winter 2018 in cooperation with the Orange County Water District; and B. Approve an additional $20,000, that will be split between Orange County Water District and the Orange County Sanitation District, in the GWRS outreach budget to host a GWRS 101h anniversary event. 12. RATIFY A THREE-PARTY AGREEMENT TO RELOCATE THE FRUIT STREET TRUNK SEWER TO ACCOMMODATE THE OC STREETCAR (Rob Thompson) RECOMMENDATION: Ratify the proposed Three-Party Agreement (Letter of Intent) between the City of Santa Ana,the Orange County Transportation Authority, and the Orange County Sanitation District which allows for the Orange County Transportation Authority to relocate the existing Fruit Street Trunk Sewer and maintains the existing Agreement with the City of Santa Ana to make new local/lateral connections in exchange for maintaining and cleaning the sewer. 13. LEGAL SERVICES WITH LEWIS BRISBOIS BISGAARD & SMITH, LLP (Rob Thompson) RECOMMENDATION: Authorize an increase of$100,000 to sole source Purchase Order 105851-OB to Lewis Brisbois Bisgaard &Smith, LLP for legal services related to project and property agreements Orange County Transportation Authority and the City of Newport Beach, for a not to exceed cost of$325,000. NON-CONSENT: None. AB 1234 REPORTS: This is the time of the meeting when Board Members will provide a brief oral report on any conference, meeting, or travel paid by the Sanitation District. 10/25/2017 OCSD Board of Directors Agenda Page 4 of 7 CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potentiallitigation,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 REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 10950 Virginia Cir. Fountain Valley, CA- APN No.156-165-05; 10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07; 18480 Pacific St. Fountain Valley, CA -APN No.156-165-04; 18430 Pacific St. Fountain Valley, CA -APN No.156-165-06; 18370 Pacific St. Fountain Valley, CA -APN No.156-165-08; 18429 Pacific St. Fountain Valley, CA -APN No.156-163-09; 18410 Bandilier Cir. Fountain Valley, CA -APN No.156-163-10; 18368 Bandilier Cir. Fountain Valley, CA -APN No.156-163-11; 10700 Spencer St. Fountain Valley, CA-APN No.156-163-16; 10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07; 18386 Mt. Langley St. Fountain Valley, CA-APN No.156-154-06; 18385 Bandilier Cir. Fountain Valley, CA -APN No.156-163-12; 18401 Bandilier Cir. Fountain Valley, CA -APN No.156-163-13; 18424 Mt. Langley St. Fountain Valley, CA-APN No.156-154-05; 18435 Bandilier Cir. Fountain Valley, CA -APN No.156-163-14; 18475 Bandilier Cir. Fountain Valley, CA -APN No.156-163-15; 10725 Ellis Ave. Fountain Valley, CA -APN No.156-154-04; and 10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner; Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Tom Grant; Kevin Turner and John Gallivan, Cushman and Wakefield. Negotiating parties: Valley Business Park, APN Nos. 156-165-05, 156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; 10/25/2017 OCSD Board of Directors'Agenda Page 5 of 7 Fountain Valley Star LLC, APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC, APN No. 156-151-03 Under negotiation: Instruction to negotiator will concern price and terms of payment. (2) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Gov. Code Section 54956.9(d)(1))—2 cases Roy Handy, Melissa Forman-Woodbridge v. Orange County Sanitation District, Superior Court of California, County of Orange, Case No. 30-2017-00934699 Roy Handy—Workers Compensation Appeals Board, Case No. ADJ19971164 RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the Regular Meeting of the Board of Directors on November 15, 2017 at 6:00 p.m. 10/25/2017 OCSD Board or Directors Agenda Page 6 of 7 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at(714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Aaenda Postina: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item,including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Aoenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A.Lore Clerk of the Board (714)593-7433 klore(n)ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbem(&ocsd.wm Assistant General Manager Bob Ghirelli (714)593-7400 rghlmlli(a)ocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosomaDocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(d)ocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Ityner(docsd.wm Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandler(@ocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 10/25/2017 OCSD Board of Directors Agenda Page 7 of 7 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING September 27, 2017 �OJNjy SANII'gTjQy Q ? ¢ c, o � FCl/N H E Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 912 712 01 7 Minutes of Board Meeting Page 1 of 13 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman Greg Sebourn on September 27, 2017, at 6:00 p.m., in the Administration Building. Director Steve Jones 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 Gregory Seboum, Chair Jesus Silva X Denise Barnes Lucille Kring Allan Bernstein X Chuck Puckett A Robert Collacott Diana Fascenelli X Ellery Deaton Sandra Massa-Lavitt X Barbara Delgleize Erik Peterson A James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones Kris Beard X Peter Kim Gerard Goedhart X Al Krippner Charlie Nguyen X Richard Murphy Warren Kusumoto X Steve Nagel Cheryl Brothers A Glenn Parker Cecilia Hupp X Scott Peotter Brad Avery A Tim Shaw Michael Blazey David Shawver X Carol Warren A Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy X Michelle Steel Shawn Nelson X Sal Tinajero David Benavides X Donald Wagner Lynn Schott X Chad Wanke Ward Smith X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Celia Chandler, Director of Human Resources; Jim Colston, Director of Environmental Services; Ed Torres, Director of Operations & Maintenance; Rob Thompson, Director of Engineering; Lorenzo Tyner, Director of Finance & Administrative Services; Kelly Lore, Clerk of the Board; Jennifer Cabral; Donald Cutler; Mike Dorman; Al Garcia; Ted Gerber; Tom Grant; Mark Kawamoto; Tina Knapp; Kathy Millea; Jeff Mohr; Umesh Murthy; Nasrin Nasrollahi; Man Nguyen; Roya Sohanaki; Jim Spears; and Paula Zeller. 09/27/2017 Minutes of Board Meeting Page 2 of 13 OTHERS PRESENT: Brad Hogin (General Counsel); Dan Bunce, Black & Veatch; Natalie Medvedev; Kevin Turner, Cushman & Wakefield; Jose Zapeda, Director of Operations, IRWD. PUBLIC COMMENTS: No public comments were provided. Chair Sebourn stated that Clerk of the Board Kelly Lore provided a Late Communication memo regarding Agenda Item Nos. 11, 13& 19. A copy was made available to the public. SPECIAL PRESENTATIONS: Director of Operations and Maintenance Ed Torres presented an Employee Service Award (20 years) to Umesh N. Murthy, Engineering Supervisor — Division 830 — Processing Engineering and Odor& Corrosion Control. Director of Environmental Services, Jim Colston presented an Employee Service Award (30 years)to Roya Sohanaki, Engineering Manager—Division 620—Resource Protection. REPORTS: Chair Sebourn announced that Vice-Chair Dave Shawver & Director Bob Collacott are absent tonight as they are representing the District at the CSDA Conference in Monterey. He also stated that the ACC-OC's OC Leadership Symposium has been cancelled due to low participation, with notifications already sent to those who registered. Chair Sebourn stated that he and the Vice-Chair recognized over 150 OCSD volunteers at an appreciation lunch celebrating over 800 hours of time that was dedicated to various outreach efforts. He went on to say that through these efforts, OCSD is in the community, building a brand and building relationships with our constituents. Chair Sebourn stated that OCSD reached an estimated 9,500 people last year. Chair Sebourn announced that the State of the District will be held Friday, November 17, 2017 at 8:00 a.m. at Mile Square Park Golf Course Clubhouse in Fountain Valley. He shared highlights of the upcoming event and asked the Directors to provide a list of five contacts/invitees, on the form provided in the Director binders, so that they may be added to the event contact database. General Manager Herberg announced that OCSD will be a participant in the Great California Shake Out on October 19, along with the City of Fountain Valley's Fire Department. Mr. Herberg stated that a recent meeting took place with OC Waste Management and Recycling regarding a possible partnership between the agencies to find opportunities available to meet the state's 75% organic diversion and 33% renewable energy mandates. 09/27/2017 Minutes of Board Meeting Page 3 of 13 Mr. Herberg noted an error on page 3 of 7 of the General Manager's Reportlwarrant list, where the description of the warrant for Irvine Ranch Water District for $806,039 was inadvertently listed as Water Use, when in fact it was maintenance payment due on a previous agreement. Mr. Herberg also announced that a link to the Board of Directors agenda was posted on OCSD's Twitter and Facebook accounts for additional accessibility and transparency. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the Regular Meeting of the Board of Directors held on August 23, 2017. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke; Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; F. Smith RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 2. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following committees: A. Operations Committee Meeting of July 5, 2017 B. Legislative and Public Affairs Committee Meeting of July 10, 2017 C. Administration Committee Meeting of July 12, 2017 D. Steering Committee Meeting of July 26, 2017 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF AUGUST 2017 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of August 2017. OPERATIONS COMMITTEE: Committee Chair Withers requested approval of Item Nos. 4-15, which include amended motions to Item Nos. 11 and 13 as described in Late Communication from the Clerk of the Board. 09/27/2017 Minutes of Board Meeting Page 4 of 13 4. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Capital Improvement Program Contract Performance Report for the period ending June 30, 2017. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke; Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 5. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Award a Construction Contract to Access Pacific, Inc. for the Safety Improvements Program, Contract No. J-126E, for a total amount not to exceed $418,000 to address identified roof safety and fall protection issues; and B. Approve a contingency of$41,800 (10%). AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke; Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 6. ON-CALL PLANNING STUDIES MASTER CONTRACT NO. PLAN2017-00 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve annual Professional Services Agreements with Brown and Caldwell, AECOM, HDR, Dudek, and RMC, for on-call Planning Studies Master Contract No. PLAN2017-00, for the term November 1, 2017 — October 31, 2018, with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Services Agreement; and B. Approve two additional one-year optional extensions. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; 09/27/2017 Minutes of Board Meeting Page 5 of 13 T. Smith; Steel; Tinajero;Wagner;Wanke; Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 7. ACTIVATED SLUDGE AERATION BASIN DECK REPAIR AT PLANT NO. 2 PROJECT NO. P2-118 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Activated Sludge Aeration Basin Deck Repair at Plant No. 2, Project No. P2-118; B. Receive and file Orange County Sanitation District's Notice of Intent to Award dated August 21, 2017; C. Award a Construction Contract to Abhe and Svoboda, Inc. for the Activated Sludge Aeration Basin Deck Repair at Plant No. 2, Project No. P2-118, for a total amount not to exceed $906,975; and D. Approve a contingency of$90,700 (10%). AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 8. ADDENDUM NO. 2 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Consider, receive, and file the Orange County Sanitation District's Addendum No. 2 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor& Corrosion Control Program, dated September 6, 2017, to accommodate odor and corrosion control chemical addition at Garden Grove Sanitary District's Tiffany Pump Station. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 0ei27,1201 7 Minutes of Board Meeting Page 6 of 13 9. ADDENDUM NO. 3 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Consider, receive, and file the Orange County Sanitation District's Addendum No. 3 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor& Corrosion Control Program, dated September 6, 2017, to accommodate order and corrosion control chemical addition at Costa Mesa Sanitary District's Mendoza Pump Station. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 10. GENERAL AND SEMI-SKILLED LABOR REPAIRS AND SERVICES CONTRACT (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Award a Purchase Order Contract to Tiano Construction, Inc. (primary), Golden West Corp., and IQA Construction (secondary and tertiary)for labor services, Specification No. S-2017-85813D, for the period October 1, 2017 through September 30, 2018, for a combined total annual amount not to exceed $300,000, with four one-year renewal options; and B. Approve an annual contingency of$30,000 (10%). AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 11. CORRECTIVE MAINTENANCE OF PLANT NO. 1 AERATION BLOWER NO. 2 (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a sole source purchase order contract for parts and services to Howden, Colfax Fluid Handling formerly known as Siemens Demag Delaval 09/27/2017 Minutes of Board Meeting Page 7 of 13 Turbomachinery Inc. (SDDTI)to repair Aeration Blower No. 2 in the amount of$281,196; and B. Approve a contingency of$56,239 (20%). AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw, and F. Smith 12. GENIE 65 FOOT BOOM AERIAL LIFT PLATFORM COOPERATIVE PROCUREMENT WITH TEREX GENIE (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: Approve the purchase of one (1) Genie 5-65 foot boom aerial lift platform using the National Joint Powers Alliance cooperative Contract Number 042815-TER with GENIE TEREX PAPE Materials Handling for a total cost of$105,888, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanks;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 13. TAYLOR-DUNN CART PURCHASE FROM YALE CHASE EQUIPMENT AND SERVICES, INC. (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Authorize the award of a sole source purchase of twenty-seven (27) Taylor-Dunn electric carts from Yale Chase Equipment and Services, Inc., in accordance with 03/28/01 Minute Order 12(C),for a total cost of$319,546 to include tax and delivery; and B. Approve a contingency of$15,977 (5%). AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 0ei27,1201 7 Minutes of Board Meeting Page 8 of 13 14. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Consider, receive, and file the Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Ocean Outfall System Rehabilitation, Project No. J-117, and Outfall Low Flow Pump Station, Contract No. J-117B, prepared by Brown and Caldwell and Environmental Science Associates; B. Adopt Resolution No. OCSD 17-15, making certain findings and adopting the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program pursuant to the California Environmental Quality Act; and C. Approve a contingency increase of $677,801 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall System Rehabilitation, Project No. J-117, for a total contingency of $3,727,907 (55%). AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 15. RECONDITIONING OF BELT FILTER PRESSES; PROJECT NO. MP-249 (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve an increase of$299,382 to Purchase Order No. 105983 with Alfa Laval Ashbrook Simon Hartley Inc. for the Reconditioning of Belt Filter Presses, located at Plant Nos. 1 and 2, for a new total amount not to exceed of$992,439; and B. Approve a contingency increase of $129,182 for a new total contingency amount not to exceed $198,488 (20%). AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 09,27 2017 Minutes of Board Meeting Page 9 of 13 ADMINISTRATION COMMITTEE: 16. REIMBURSEMENTS TO BOARD MEMBERS AND STAFF (Lorenzo Tyner) Received and filed report of reimbursements to Board Members and Staff per Government Code Section 53065.5 for the period of July 1, 2016 through June 30, 2017. LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: 17. PUBLIC AFFAIRS STRATEGIC PLAN YEAR-END REVIEW (Bob Ghirelli) Received and filed the Public Affairs Strategic Plan Year-End Review. STEERING COMMITTEE: At the request of Director Steel, the Item No. 19 was pulled and heard separately. 18. GENERAL MANAGER'S FY 2017-2018 WORK PLAN (Jim Herberg) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the General Manager's Fiscal Year 2017-2018 Work Plan. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 20. ACCEPT QUITCLAIMS FOR ELLIS AVENUE EXTENSION IN CONNECTION WITH QUIET TITLE ACTION (Rob Thompson) Due to a conflict of interest, General Counsel Brad Hogin left the meeting during the discussion and vote on Item No. 20. MOVED, SECONDED, AND DULY CARRIED TO: A. Authorize the General Manager to accept quitclaim deeds, in a form approved by Special Counsel, from Elwayne E. Everett, Dianne Findlay, and Patricia Lynn Frazier quitclaiming their interests in the Ellis Avenue Extension property to the Orange County Sanitation District, and authorizing payment of $500 each to Mr. Everett, Mrs. Findlay, and Ms. Frazier, in connection with the quiet title legal action Orange County 09/27/2017 Minutes of Board Meeting Page 10 of 13 Sanitation District v. Etwayne E. Everett at al. [Orange County Superior Court Case No. 30-2017-00929475-CU-OR-CJC]; and B. Authorize the General Manager and Special Counsel to take all actions necessary to record the deeds and obtain a judgment quieting title in the Ellis Avenue Extension property. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke; Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 21. REDEVELOPMENT AGENCY OVERSIGHT BOARDS (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: Approve the selection of Orange County Sanitation District representatives to the 13 Redevelopment Agency Oversight Boards as follows: CITY REPRESENTATIVE Anaheim Denise Barnes Brea Don Schweitzer Buena Park Fred Smith Fountain Valley Steve Nagel Fullerton Ted Kim Garden Grove Steve Jones Huntington Beach Barbara Delgleize La Habra James Byerrum La Palma Mark Waldman Orange Doug Davert Santa Ana Sal Tinajero Stanton Dave Shawver Westminster Margie L. Rice AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke;Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; and F. Smith 09,27 2017 Minutes of Board Meeting Page 11 of 13 19. PROPERTY ACQUISITION FOR 18350 MT. LANGLEY STREET, FOUNTAIN VALLEY (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Purchase Agreement) with K&A Investments LP for Property at 18350 Mt. Langley Street, Fountain Valley, in a form approved by General Counsel, for $10,150,000; and B. Authorize the General Manager and General Counsel to Execute the following: 1. Preliminary Title Report Consistent with the Standard Offer, Agreement and Escrow Instructions; 2. Title Approval Letter; 3. Deeds and other evidences of title to the parcels of property that are the subject of the Purchase Agreement; 4. Preliminary Change of Ownership Report; 5. Acceptance of the Grant Deed to certain real property from K&A Investments LP; 6. Approved Estimated Closing costs; 7. Seller's Mandatory Disclosure Statement acknowledging receipt of this document; 8. Property Information Sheet acknowledging receipt of this document; 9. Natural Hazard Disclosure Report acknowledging receipt of this document; and, 10. Any and all other instruments related to the transaction. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Peotter; Puckett (Alternate); Seboum; T. Smith; Tinajero; Wagner; Wanke; Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: Steel ABSENT: Collacott; Ferryman; Nagel (recusal); Parker; Shaw; and F. Smith NON-CONSENT: 22. GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, PROJECT NO. 7-37 (Rob Thompson) Director Thompson provided a brief history of the project and information regarding the Cooperative Agreement brought for approval. MOVED. SECONDED, AND DULY CARRIED TO: Approve a Reimbursement Agreement between the Orange County Sanitation District and the City of Tustin for construction of final paving and miscellaneous street improvements for the 09/27/2017 Minutes of Board Meeting Page 12 of 13 Gisler Redhill System Improvements, Reach B, Project No. 7-37, in a form approved by Special Counsel, for$260,000. AYES: Barnes; Deaton; Delgleize; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Puckett (Alternate); Seboum; T. Smith; Steel; Tinajero;Wagner;Wanke; Warren (Alternate); Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Collacott; Ferryman; Parker; Shaw; F. Smith AB 1234 REPORTS: None. CLOSED SESSION: General Counsel Brad Hogin stated that the items on the agenda for Closed Session would not be heard. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: None. ADJOURNMENT: At 6:25 p.m., Chair Sebourn adjourned the meeting until the Regular Meeting of the Board of Directors to be held on October 25, 2017 at 6:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 09/27/2017 Minutes of Board Meeting Page 13 of 13 ITEM NO. 2 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, August 23, 2017 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Sebourn on Wednesday, August 23, 2017 at 5:03 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager Chad Wanke, Administration Committee Bob Ghirelli, Assistant General Manager Chair Celia Chandler, Director of Human John Withers, Operations Committee Resources Chair Rob Thompson, Director of Engineering Ellery Deaton, Member-At-Large Lorenzo Tyner, Director of Finance & Donald Wagner, Member-At-Large Administrative Services Ron Coss, Environmental Laboratory & COMMITTEE MEMBERS ABSENT: Ocean Monitoring Manager David Shawver, Board Vice-Chair James Spears, Operations Manager (excused to attend CASA Conference) Kelly Lore, Clerk of the Board Tim Shaw, Member-At-Large Janine Aguilar Al Garcia Tom Grant Laurie Klinger Tina Knapp Kathy Millea Jeff Mohr Andrew Nau OTHERS PRESENT: Kendra Carney, Assistant General Counsel Kevin Turner, Cushman &Wakefield John Gallivan, Cushman &Wakefield PUBLIC COMMENTS: No public comments were provided. OMM017 Steering Committee Minutes Page 1 of 4 REPORTS: Chair Sebourn provided an update on the strategic planning process and reported that good progress was made on the eight goals contained in the Board's current strategic plan covering the 5-year period 2014-2019. He stated that consultant Brent Ives has interviewed Board members, held a workshop to receive feedback from employees and attended an executive management team meeting to consider the input, and that no significant policy changes to the plan are being proposed by staff at this time. The Committee and staff briefly discussed the process and additional goals. The Committee suggested that staff bring back what was previously approved and provide a reclined version, with any necessary changes, to the October Operations and Administration Committee meetings. General Manager Herberg reported on the following items: Gold Peak Performance Award from National Association of Clean Water Agencies for having no ocean discharge permit violations for the entire year and the Achievement of Excellence in Procurement Award for 2017; Update and Closing Out the Red Hill Sewer Project in Tustin and State College Sewer Project in Fullerton; GWRS Opinion Piece Published in"The Hill", authored by ChairSebourn and OCWD's Board President Denis Bilodeau highlighting the relationship between the two organizations and the benefits that GWRS provides to the region; Outreach efforts for several construction projects taking place at our Huntington Beach facility, and the Employee Fitness Center Grand Opening at Plant No. 1, which is part of the Wellness Program at OCSD to promote a healthier workforce. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held on July 26, 2017. AYES: Deaton; Sebourn; Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw; Shawver and Wagner Director Wagner arrived at 5:15 p.m. NON-CONSENT: 2. BANDILIER CIRCLE PROPERTY LEASE (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the Lease Agreement with the Dickler Corporation, 08I23=17 Steering Committee Minutes Page 2 of DBA Chefs Toys, for Orange County Sanitation District's real property located at 18484 Bandilier Circle, Fountain Valley, California, in an as-is condition, commencing August 24, 2017 through March 31, 2019, at a lease rate of $13,500 per month for the first 12 months, and increasing to$15,000 per month for the balance of the term, in a form approved by General Counsel. AYES: Deaton; Seboum; Wanke; Withers and Wagner NOES: None ABSTENTIONS: None ABSENT: Shaw and Shawver INFORMATION ITEMS: None. Before adjourning to closed session, Assistant General Counsel Kendra Carney clarified that in Closed Session Item No. 3, the property listed at 18350 Mt. Langley St. Fountain Valley, also includes APN No.156-163-17. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8& 54956.9(d)(1): The Committee convened in closed session at 5:20 p.m.to discuss two items. (Closed Session Item No. 2 was not heard.) 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 Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5A9 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Assistant General Counsel Kendra Carney did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. OWW2017 Steering Committee Minutes Page 3 of 4 ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 5:50 p.m. to the next Steering Committee meeting to be held on Wednesday, September 27, 2017 at 5:00 p.m. Submitted by: Kel A. r CI rk o t e Board 08/23/2017 Steering Committee Minutes Page 4 of 4 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, September 6, 2017, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, September 6, 2017 at 5:06 p.m. in the Administration Building. Alternate Director Puckett led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Ellery Deaton, Vice-Chair Bob Ghirelli, Assistant General Manager Denise Barnes Celia Chandler, Director of Human Resources Kris Beard (Alternate) Jim Colston, Director of Environmental Services Robert Collacolt Rob Thompson, Director of Engineering Richard Murphy Ed Torres, Director of Operations and Maintenance Chuck Puckett (Aternate) Lorenzo Tyner, Director of Finance & Tim Shaw Administrative Services Fred Smith Kelly Lore, Clerk of the Board Mariellen Yarc Jennifer Cabral Greg Sebourn, Board Chair Mike Dorman David Shawver, Board Vice-Chair Mark Esquer Dean Fisher COMMITTEE MEMBERS ABSENT: Alfredo Garcia Phil Hawkins Kathy Millea Michelle Steel Mark Kawamoto Jeff Mohr Man Nguyen Victoria Pilko Merrill Seiler Paula Zeller Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten, Alternate Director (CMSD) Patrick Sheilds, IRWD PUBLIC COMMENTS: None. Clerk of the Board Kelly Lore distributed a late communication from Director of Operations & Maintenance Ed Torres regarding an alternate recommendation for Consent Calendar Item No. 14. 09AW017 operations Cannittes Minutes Page 1 of 9 REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. Board Vice-Chairman Shawver reported on his attendance at the recent CASA Conference. REPORT OF GENERAL MANAGER: General Manager Jim Herberg provided information regarding a letter received from the City of Anaheim's Successor Agency to the Anaheim Redevelopment Agency. He stated that a request for a new appointment be made to the Anaheim Oversight Board to fill the vacancy of Gail Eastman who represents the Orange County Sanitation District. A copy of the lefter and a current list of the 13 Redevelopment Agency Oversight Boards were distributed to the Committee members and made available io the public. Mr. Herberg stated that at the September 27" Board of Directors meeting an item will be presented to appoint the new member to the Anaheim board and to reaffirm the currently listed appointments to the remaining 12 boards unless any Director provided an alternative recommendation. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the July 5, 2017 Operations Committee Meeting. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 2. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Capital Improvement Program Contract Performance Report for the period ending June 30, 2017. AYES: Barnes, Beard (Alternate), Collaoott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 09106/2017 opera0onn cam.b.Mines Page 2 of 9 3. QUARTERLY ODOR COMPLAINT REPORT(Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Receive and file the Fiscal Year 2016/17 Fourth Quarter Odor Complaint Summary. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 4. BURIED WATER VALVE SUPPORT UPGRADES AT PLANT 2, PROJECT NO. FE16-05 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: A. Award a Construction Contract to AMPCO Contracting, Inc.for Buried Water Valve Support Upgrades at Plant No. 2, Project No. FE16-05, for a total amount not to exceed $139,000; and B. Approve a contingency of$27,800 (20%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 5. SCE FEED RELIABILITY IMPROVEMENTS STUDY, PROJECT NO. PS16-02 (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: A. Approve a cooperative Study Agreement between the Orange County Sanitation District and Southern California Edison for a Method of Service Study for SCE Feed Reliability Improvements Study, Project No. PS16-02, for an amount not to exceed $150,000, and B. Approve a contingency of$30,000(20%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 09/0612017 Operations Committee Minutes Page 3 of 9 6. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Construction Contract to Access Pacific, Inc. for the Safety Improvements Program, Contract No. J-126E, for a total amount not to exceed$418,000,to address identified roof safety and fall protection issues; and B. Approve a contingency of$41,800 (10%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (ARemate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 7. ON-CALL PLANNING STUDIES MASTER CONTRACT NO. PLAN2017-00 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve annual Professional Services Agreements with Brown and Caldwell, AECOM, HDR, Dudek, and RMC, for on-call Planning Studies Master Contract No. PLAN2017-00, for the term November 1, 2017 — October 31, 2018,with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Services Agreement; and B. Approve two additional one-year optional extensions. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 8. ACTIVATED SLUDGE AERATION BASIN DECK REPAIR AT PLANT NO. 2 PROJECT NO. 132-118 (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Activated Sludge Aeration Basin Deck Repair at Plant No. 2, Project No. P2-118; B. Receive and file Orange County Sanitation District's Notice of Intent to Award dated August 21, 2017; C. Award a Construction Contract to Abhe and Svoboda, Inc. for the Activated 09/MO17 Opembonos CommNee Minuks Pape 4 of 9 Sludge Aeration Basin Deck Repair at Plant No. 2, Project No. P2-118, for a total amount not to exceed $906,975; and D. Approve a contingency of$90,700 (10%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 9. ADDENDUM NO. 2 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR &CORROSION CONTROL PROGRAM (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Consider, receive, and file the Orange County Sanitation District's Addendum No. 2 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated September 6, 2017, to accommodate odor and corrosion control chemical addition at Garden Grove Sanitary District's Tiffany Pump Station. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Aftemate), Seboum, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 10. ADDENDUM NO. 3 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Consider, receive, and file the Orange County Sanitation District's Addendum No. 3 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated September 6, 2017, to accommodate order and corrosion control chemical addition at Costa Mesa Sanitary District's Mendoza Pump Station. AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Seboum, Shaw, Shaviver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 01,06,2011 Operations Committee Minutes Page 5 of 9 11. GENERAL AND SEMI-SKILLED LABOR REPAIRS AND SERVICES CONTRACT (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Purchase Order Contract to Tiano Construction, Inc. (primary), Golden West Corp., and IDA Construction (secondary and tertiary) for labor services, Specification No. S-2017-8586D, for the period October 1, 2017 through September 30, 2018, for a combined total annual amount not to exceed $300,000, with four one-year renewal options; and B. Approve an annual contingency of$30,000 (10%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 12. CORRECTIVE MAINTENANCE OF PLANT NO. 1 AERATION BLOWER NO. 2 (Ed Torres) MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a sole source purchase order contract for parts and services to Siemens Demag Delaval Turbomachinery Inc. (SDDTI) to repair Aeration Blower No. 2 in the amount of$281,196, and B. Approve a contingency of$56,239 (20%). AYES: Barnes, Beard (Alternate), Collacott, Dictation, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 13. GENIE 65 FOOT BOOM AERIAL LIFT PLATFORM COOPERATIVE PROCUREMENT WITH TEREX GENIE (Ed Torres) MOVED. SECONDED. and DULY CARRIED T0: Recommend to the Board of Directors to: Approve the purchase of one (1) Genie S-65 foot boom aerial lift platform using the National Joint Powers Alliance cooperative Contract Number 042815-TER with GENIE TEREX PAPE Materials Handling for a total cost of $105,888, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. 09/062017 Operations committee Minutes Page 6 of 9 AYES: Barnes, Beard (Aftemate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel 14. TAYLOR•DUNN CART PURCHASE FROM YALE CHASE EQUIPMENT AND SERVICES, INC. (Ed Torres) MOVED SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize the award of a sole source purchase of twenty-seven (27) Taylor-Dunn electric carts from Yale Chase Equipment and Services, Inc., in accordance with 03/28/01 Minute Order 12(C),for a total cost of$317,342 to include tax and delivery; and B. Approve a contingency of$15,868 (5%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel NON-CONSENT CALENDAR: 15. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) Director of Engineering Rob Thompson provided a brief PowerPoint presentation regarding the criticality of Project No. J-117, active seismic faults identified, and the design challenges faced. MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Consider, receive, and file the Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Ocean Outfall System Rehabilitation, Project No. J-117, and Outfall Low Flow Pump Station, Contract No. J-11178, prepared by Brown and Caldwell and Environmental Science Associates; B. Adopt Resolution No. OCSD 17-XX, making certain findings and adopting the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program pursuant to the California Environmental Quality Act; and C. Approve a contingency increase of $677,801 (10%) to the Professional Design Services Agreement with Brown and Caldwell for Ocean Outfall 09106/2017 Op"fons Cannillee Minutes Page 7 of 9 System Rehabilitation, Project No. J-117, for a total contingency of $3,727,907 (55%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Steel Committee Chair lMthers departed the meeting at 5:30 p.m. Committee Vice-Chair Deaton presided over the meeting. 16. RECONDITIONING OF BELT FILTER PRESSES; PROJECT NO. MP-249 (Ed Torres) Director of Operations & Maintenance Ed Torres provided information and responded to questions regarding the necessity of the item. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve an increase of$299,382 to Purchase Order No. 105983 with Alfa Laval Ashbrook Simon Hartley Inc. for the Reconditioning of Belt Filter Presses, located at Plant Nos. 1 and 2,for a new total amount not to exceed of$992,439; and B. Approve a contingency increase of $129,182 for a new total contingency amount not to exceed $198,488 (20%). AYES: Barnes, Beard (Alternate), Collacott, Deaton, Murphy, Puckett(Alternate), Seboum, Shaw, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins, Steel, and Withers INFORMATION ITEMS: 17. URBAN RUNOFF PROGRAM (Jim Colston) Director of Environmental Services Jim Colston provided an informative PowerPoint presentation regarding OCSD's Urban Runoff Diversion Program with information including: history and background of diversion efforts, urban runoff policy, OCSD's partners, diversion locations, and the overall impact of the program. OWM017 OpelaUons CemmMee Wules Page 8 of 9 18. SPACE UTILIZATION NEEDS (Rob Thompson) Mr. Thompson provided a brief PowerPoint presentation regarding the future space utilization needs of OCSD which included an overview of current and recently completed construction projects, future construction needs, immediate space challenges, and long-term space issues. DEPARTMENT HEAD REPORTS: Mr. Thompson notified the Committee of two urgent items (cooperative agreements) that will be moving to the Board of Directors without Committee review. There were no objections. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8: The Board convened in closed session at 6:00 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:10 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin stated there was nothing to report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT Committee Vice-Chair Deaton declared the meeting adjourned at 6:11 p.m. to the next scheduled meeting of Wednesday, October 4, 2017 at 5:00 p.m. Sub fitted by, pp Kel A. re, CMC CI k of a Board 0910612017 Operations CommMee Minutes Page 9 of 9 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, September 11, 2017 at 12:00 p.m. A meeting of the Legislative and Public Affairs Committee was called to order by Chair Sebourn on Monday, September 11, 2017 at 12:00 p.m. in the Administration Building of the Orange County Sanitation District. Director Kim led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager Peter Kim, Member-At-Large Celia Chandler, Director of Human Resources Donald P. Wagner, Member-At-Large Roya Sohanaki, Engineering Manager Chad Wanke, Member-At-Large Rob Thompson, Director of Engineering John Withers, Member-At-Large Lorenzo Tyner, Director of Finance & Administrative Services COMMITTEE MEMBERS ABSENT: Tina Knapp, Deputy Clerk of the Board Allan Bernstein, Member-At-Large Jennifer Cabral Tanya Chong Daisy Covarrubias Gregg Deterding Alfredo Garcia Ted Gerber Mark Kawamoto Rebecca Long Kelly Newell Man Nguyen Merrill Seiler OTHERS PRESENT: Brad Hogin, General Counsel Eric O'Donnell, Townsend Public Affairs Eric Sapirstein, ENS Resources (via teleconference) Cori Williams, Townsend Public Affairs Kevin Hardy, National Water Research Institute PUBLIC COMMENTS: None. D9111W7 Legislative and Public Affairs Committee Minutes Page 1 &4 1 REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. General Manager Jim Herberg introduced Kevin Hardy, Executive Director of the National Water Research Institute, who provided information regarding the 2017 Clarke Prize Award Ceremony and Conference being held on October 19-20, 2017 at the Irvine Marriott. Director Wagner arrived at 12:05 p.m. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED SECONDED. and DULY CARRIED TO: Approve minutes for the Committee meeting held on July 10, 2017. AYES: Kim, Sebourn Shawver, Wagner, and Withers NOES: None ABSTENTIONS: None ABSENT: Bernstein and Wanks INFORMATION ITEMS: Board Chair Sebourn requested that the federal update portion of the Legislative Affairs Update be provided prior to the Non-Consent Calendar. 5. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Rebecca Long, Senior Public Affairs Specialist, introduced Eric Sapirstein, ENS Resources, who reported that OCSD recently applied for grant funding under the WIIN Act Title XVI program. OCSD applied for approximately$1.5 million in grant funding. Mr. Sapirstein also spoke about the upcoming infrastructure hearing where the California Association of Sanitation Agencies will be testifying and a letter being sent by OCSD to the Bureau of Reclamation requesting adherence to the specifics of the WIIN bill, especially pertaining to one account for all funds. Director Wanke arrived at 12:10 p.m. NON-CONSENT CALENDAR: 2. PUBLIC AFFAIRS STRATEGIC PLAN YEAR-END REVIEW (Jennifer Cabral) Public Affairs Supervisor Jennifer Cabral introduced the Public Affairs division staff and provided an informative PowerPoint presentation that included an overview of 09n 1/2017 Legislative and Public Affairs Committee Minutes Page 2 of 4 what Public Affairs does, how many and through what venues community outreach is conducted, division highlights over the past year, and a preview of what is coming in the year ahead. Ms. Cabral also indicated that, as the Sanitation District's rates expire next year, a campaign related to the rate structure will be presented to the Committee at next month's meeting. Board Vice-Chair Shawver expressed interest in learning more about the fats, oil, and grease program being offered in the City of Stanton and seeing if there is larger interest County-wide. In response to an inquiry from the Committee, Mr. Herberg and Ms. Cabral provided additional information regarding staffs participation in the Volunteer Incentive Program. The Board Chair directed that this item be received and filed. INFORMATION ITEMS: 3. ORANGE COUNTY SANITATION DISTRICT MEMBERSHIPS (Bob Ghirelli) Assistant General Manager Bob Ghirelli introduced this item and referred to the list of organizations to which the Sanitation District belongs, which was provided in the agenda packet. Mr. Ghirelli highlighted the Association of California Cities-Orange County (ACC-OC), Orange County Business Council, California Special Districts Association (CSDA), and California Association of Sanitation Agencies (CASA). Mr. Ghirelli indicated that individuals interested in participating in any of the agencies should contact the Board Chair, Vice-Chair Shawver indicated that he feels that General Manager Jim Herberg would be an excellent Board Member for CASA and encourages his enhanced involvement. Director Withers indicated that it might be of interest to do a survey of other agencies to determine in what organizations others are involved/have memberships. 4. NEW DENTAL OFFICE RULES AND THE ORANGE COUNTY SANITATION DISTRICT'S ROLE (Jim Colson) Templates of the compliance reports pertaining to this item were distributed to the Committee and made available to the public. Mr. Herberg introduced Roya Sohanaki, Engineering Manager, who provided an informative PowerPoint presentation pertaining to this item that included an overview of dental amalgam, who is impacted and how, and OCSD's obligations. In response to questions from the Committee, Ms. Soahanki indicated that there is not an enforcement obligation involved with this new requirement and that there are approximately 800-1.700 dental offices in the County. 5. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Eric O'Donnell, Townsend Public Affairs (TPA), provided a PowerPoint presentation pertaining to this item that included an overview of the legislative calendar; current major topics (affordable housing funding package, cap and trade extension plan, and 2018 park bonds); an update on several bills including AB 574 (Quirk) — Potable Reuse, AB 967 (Gloria) — Human Remains Disposal (hydrolysis 09/11/2017 Legislative and Public Affairs Committee Minutes Page 3 of facilities), AB 1479 (Bonta) regarding the designation of a Custodian of Records, SB 623 (Monning) pertaining to water taxes; Little Hoover Commission; and tours of OCSD offered to various legislators. Director Wanks departed the meeting at 1:13 p.m. Cori Williams, TPA, provided an overview of future legislation concepts of possible interest to OCSD, including legislation pertaining to contracting codes, procurement and advertising for obtaining goods and services, design-build authorization, and a study of sewer lines at the time of sale referenced by the Little Hoover Commission. Staff will provide additional information to the Committee for future consideration by both this Committee and the Board of Directors. 6. PUBLIC AFFAIRS UPDATE (Bob Ghirelli) Ms. Cabral updated the Committee on community outreach, speaking engagements, and social media postings for the month of August. Ms. Cabral also reviewed upcoming events. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 1:27 p.m. to the next Legislative and Public Affairs Committee meeting, Monday, October 9, 2017 at 3:30 p.m. Submitted by: Tt4^ " K-k t-- " Tina Knapp, CIVIC Clerk of the Board 09/112017 Legislative arW Public Affairs Comm*ee Minutes Page 4 of 4 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, September 13, 2017 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Board Chair Seboum on September 13, 2017 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. Director Kim led the Flag Salute. A quorum was declared present at 5:10 p.m., as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Donald P. Wagner, Vice-Chair Jim Herberg, General Manager Jim Ferryman Bob Ghirelli, Assistant General Manager Peter Kim Celia Chandler, Director of Human Resources Mark Murphy (Alternate) Rob Thompson, Director of Engineering Steve Nagel Lorenzo Tyner, Director of Finance R Scott Peotter Administrative Services Erik Peterson (ARernate) Roya Sohanaki, Engineering Manager Greg Seboum, Board Chair Tina Knapp, Deputy Clerk of the Board David Shawver, Board Vice-Chair Janine Aguilar Jennifer Cabral COMMITTEE MEMBERS ABSENT: Al Garcia Chad Wanke, Chair Mark Kawamoto Al Krippner Randall Kleinman Glenn Parker Laurie Klinger Sal Tinajero Laura Maravilla Kathy Millea Jeff Mohr Andrew Nau Man Nguyen Ddaze Phuong Merrill Seiler Richard Spencer John Swindler OTHERS PRESENT: Brad Hogin, General Counsel Karen Delaney,Alliant Laurinda Newell, Alliant PUBLIC COMMENTS: None. 09/13/2017 Administration Cwmigee Minutes Page 1 of 5 REPORT OF COMMITTEE CHAIR: Board Chair Sebourn did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg provided information regarding a letter received from the City of Anaheim's Successor Agency to the Anaheim Redevelopment Agency. He stated that a request for a new appointment be made to the Anaheim Oversight Board to fill the vacancy of Gail Eastman who represents the Orange County Sanitation District. A copy of the letter and a current list of the 13 Redevelopment Agency Oversight Boards were distributed to the Committee Members and made available to the public. Mr. Herberg stated that at the September 271h Board of Directors meeting, an item will be presented to appoint the new member to the Anaheim board, and to reaffirm the currently listed appointments to the remaining 12 boards unless any Director provides an alternative recommendation. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services Lorenzo Tyner did not provide a report. Due to a lack of quorum, Board Chair Sebourn reordered the agenda to begin with Information Item No. 6. INFORMATION ITEMS: 6. URBAN RUNOFF PROGRAM (Jim Colston) Mark Kawamoto, Engineering Supervisor, introduced Merrill Seiler, Principal Environmental Specialist, who manages the urban runoff program. Mr. Kawamoto provided an informative PowerPoint presentation that included an overview of how the OCSD Urban Runoff Diversion Program works and background of Program, OCSD's partners, diversion locations,dry weather urban runoff quality, and impact of urban runoff. Mr. Kawamoto and Mr. Seiler answered questions from the Committee. Director Nagel arrived at 5:10 p.m., thereby establishing quorum. Vice-Chair Wagner arrived at 5:17 p.m. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the July 12, 2017 Administration Committee Meeting. 0 911 312 01 7 Administration Committee Minotes Page 2 of 5 AYES: Ferryman, Kim, Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver, and Wagner NOES: None ABSTENTIONS: None ABSENT: Krippner, M. Murphy (Alternate), Parker, Tinajero, and Wanke 2. REIMBURSEMENTS TO BOARD MEMBERS AND STAFF(Lorenzo Tyner) MOVED, SECONDED. AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file report of reimbursements to Board Members and Staff per Government Code Section 53065.5 for the period of July 1, 2016 through June 30, 2017. AYES: Ferryman, Kim, Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver, and Wagner NOES: None ABSTENTIONS: None ABSENT: Krippner, M. Murphy (Alternate), Parker, Tinajero, and Wanke 3. CONTINUITY OF OPERATIONS PLAN CONSULTING AND SOFTWARE (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Services Agreement with BOLDplanning Inc. for consulting services and Continuity of Operations Management Software under GSA Contract GS35FO301Y or its successor, for an amount not to exceed $118,000; and B. Approve a contingency amount of$11,800 (10%). AYES: Ferryman, Kim, Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver, and Wagner NOES: None ABSTENTIONS: None ABSENT: Krippner, M. Murphy(Alternate), Parker, Tinajero, and Wanke NON-CONSENT: 4. CINTAS FIRE PROTECTION (SAFETY TRAINING) (Celia Chandler) Director of Human Resources Celia Chandler introduced Human Resources Manager Richard Spencer who provided an overview of this Rem. Mr. Herberg and Mr. Spencer responded to questions from the Committee pertaining to the training offered and an explanation as to why this is an unanticipated expense. Director Mark Murphy arrived at 5:20 p.m. 09IM017 Administration Committee Minutes Page 3 of 5 MOVED. SECONDED, AND DULY CARRIED TO: A. Ratify a change order to P.O. 105830-06, U.S. Communities contract number 12-JLH-011C, issued to Cintas Fire Protection, for safety training for an additional $30,000 for a contract amount not to exceed $129,000 for the period from October 1, 2016 to June 30, 2017; and B. Add funding to P.O. 105963-013, U.S. Communities contract number 12-JLH-011C, issued to Cintas Fire Protection, for safety training for an additional $30,000 for a contract amount not to exceed $129,000 for the period from July 1, 2017 to June 30, 2018. AYES: Ferryman, Kim, M. Murphy (Alternate), Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver, and Wagner NOES: None ABSTENTIONS: None ABSENT: Krippner, Parker, Tinajero, and Wanke INFORMATION ITEMS: 5. BENEFITS PROGRAM UPDATE (Celia Chandler) Director of Human Resources Celia Chandler provided an informative PowerPoint presentation that included an overview of the cost of employee benefits, compliance requirements, organizational sustainability components of offering benefits, language in the labor agreements regarding employee benefits and cost sharing, an overview of benefit plans offered, and a comparison of average benefits costs. Ms. Chandler introduced Karen Delaney and Laurinda Newell, both with Alliant, who continued the presentation with information pertaining to benefit plan pricing, renewals and timing, current benefit trends, and the importance of investing in talent at OCSD. Ms. Chandler indicated that proof of the eligibility of dependents is required annually or when changes are made. Ms. Chandler confirmed the monthly cost of employee benefits. The Committee inquired as to benchmarking between public agencies and the private sector and asked that this information be provided in the future. Ms. Delaney responded to a question regarding health savings accounts. 7. SPACE UTILIZATION NEEDS (Rob Thompson) Director of Engineering Rob Thompson provided a PowerPoint presentation pertaining to this Rem, which included information regarding OCSD's need for space for future processing needs. Mr. Thompson's presentation included an overview of current and recently completed construction projects, future construction needs, immediate space challenges, and long-term space issues. The Committee indicated that phasing by square footage would be helpful in reviewing this subject in the future. Mr. Thompson indicated that OCSD believes rapacity needs are projected to be met through 2040. 09/13/2017 AeminiatraWn Commigee Minutes Page 4 of 5 CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8: The Committee convened in closed session at 6:09 p.m. to discuss two items. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. Director Nagel recused himself at 6:09 p.m. and left the meeting during discussion on Closed Session Item No. 1. Director Nagel returned to the meeting at 6:12 p.m. for the discussion on Closed Session Item No. 2. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:15 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin stated there was nothing to report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Board Vice-Chair Shawver indicated that he recently attended the California Association of Sanitation Agencies annual conference (focus on Proposition 218 notification, biosolids, and public-private partnerships) and would be happy to share his conference materials with anyone interested. ADJOURNMENT: Committee Vice-Chair Wagner declared the meeting adjourned at 6:17 p.m. to the next regularly scheduled meeting of Wednesday, October 11, 2017 at 5:00 p.m. Submitted by: T�K� �-- Tina Knapp, CMC Deputy Clerk of the Board 09H342017 Administration Committee Minutes Page 5 of 5 MINUTES OF THE AUDIT AD HOC COMMITTEE Orange County Sanitation District Friday, September 22, 2017 at 8:00 A.M. A special meeting of the Audit Ad Hoc Committee of the Orange County Sanitation District was held on September22, 2017 at 8:02 a.m. in the Administration Building of the Orange County Sanitation District. COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Peter Kim Jim Herberg, General Manager Richard Murphy Lorenzo Tyner, Director of Finance & Steve Nagel Administrative Services Glenn Parker Mike White, Controller Tina Knapp, Deputy Clerk of the Board COMMITTEE MEMBERS ABSENT: None OTHERS PRESENT: Nitin Patel, While Nelson Diehl Evans Kassie Radermacher, White Nelson Diehl Evans PUBLIC COMMENTS: None. Lorenzo Tyner began the meeting with a brief description of role of the Committee and firm engaged by OCSD to conduct periodic internal audits approved by the Committee. NON-CONSENT: Lorenzo Tyner, Director of Finance &Administrative Services, began the meeting with a brief description of role of the Committee and firm engaged by OCSD to conduct periodic internal audits approved by the Committee. 1. REVIEW OF INTERNAL AUDIT REPORTS ON SEARCH FOR FICTITIOUS EMPLOYEES AND FICTITIOUS VENDORS AND STAFF RESPONSES TO AUDIT RECOMMENDATIONS (Lorenzo Tyner) Nitin Patel and Kassie Radermacher, both auditors from White Nelson Diehl Evans, discussed their method and procedures regarding the two audits: Search for Fictitious Vendor and Fictitious Employees. Mr. Tyner and Controller Mike White provided District responses to any findings presented by the auditors or as needed to provide additional clarity. During the presentation, Directors asked questions of both the auditors and District staff regarding the methods, procedures, and findings. 0 9/2 22 01 7 Audit Ad Hoc CemmiOee Minutes Page t of 2 i I I The Committee directed staff and the auditors to present the findings to the Administration Committee. 2. SELECTION OF NEXT INTERNAL AUDIT ENGAGEMENTS (Lorenzo Tyner) The Committee directed staff to work with the auditors on developing a scope for future audits focused on a combination of items, including Electronic Disbursements, Sole Source Procedures, and Procurement Card Purchases. I OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS. IF ANY: i None. ADJOURNMENT: I The meeting adjourned at 8:50 a.m. Submitted )by: 1 71- Tina Knapp, CIVIC Deputy Clerk of the Board I 0 9/2 212 01 7 Audit Ad Hoc Committee Minutes Page 2 of 2 BOARD OF DIRECTORS Meeting Date TOBd.ofDlr. o/zs/v AGENDA REPORT emNamber Item 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF SEPTEMBER 2017 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of September 2017. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended September 30, 2017. RELEVANT STANDARDS • CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Report of the Investment Transactions for the month ended September 30, 2017 Page 1 of 1 C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 09/01/2017 261908107 33,330.00 Dreyfus Trey/Agcy Cash Management 521 1.000 0.88% 33,330.00 0.00 33,330.00 0.00 Purchase 09/01/2017 261908107 17,137.09 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 17,137.09 0.00 17,137.09 0.00 Purchase 09/01/2017 261908107 7,542.11 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 7,542.11 0.00 7,542.11 0.00 Purchase 09/01/2017 261908107 2,861.44 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 2,861.44 0.00 2,861.44 0.00 Purchase 09/05/2017 261908107 14,687.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 14,687.50 0.00 14,687.50 0.00 Purchase 09/06/2017 261908107 6,525.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 6,525.00 0.00 6,525.00 0.00 Purchase 09/07/2017 261908107 21,875.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 21,875.00 0.00 21,875.00 0.00 Purchase 09/07/2017 261908107 8,615.30 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 8,616.30 0.00 8,615.30 0.00 Purchase 09/08Q017 261908107 56,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 56,250.00 0.00 56,250.00 0.00 Purchase 09/09/2017 261908107 51,562.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 51,562.60 0.00 51,562.60 0.00 Purchase 09/10/2017 261908107 7,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 7,500.00 0.00 7,500.00 0.00 Purchase 09/11/2017 261908107 24,380.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 24,380.00 0.00 24,380.00 0.00 Purchase 09/13/2017 261908107 7,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 7,500.00 0.00 7,500.00 0.00 Purchase 09/14/2017 912B28H37 3,000,000.00 US Treasury Note 99.926 1.10% 2,997,783.48 4,351.22 3,002,134.70 0.00 Oa75%Due 1115/2018 Purchase 09/15/2017 261908107 71,812.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 71,812.50 0.00 71,812.50 0.00 Purchase 09/15/2017 261908107 4,143,657.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 4,143,657.00 0.00 4,143,657.00 0.00 Purchase 09/15/2017 261908107 1,439.17 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 1,439.17 0.00 1,439.17 0.00 Purchase 09/15/2017 261908107 21.59 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 21.59 0.00 21.59 0.00 Purchase 09/15/2017 261908107 2,096.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 2,096.58 0.00 2,096.58 0.00 Purchase 09/15/2017 261908107 115,761.18 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 115,761.18 0.00 115,761.18 0.00 Purchase 09/15/2017 261908107 1,762.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 1,762.50 0.00 1,762.50 0.00 Purchase 09/15/2017 261908107 2,416.80 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 2,416.80 0.00 2,416.80 0.00 Purchase 09/15/2017 261908107 1,945.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 1,945.13 0.00 1,945.13 0.00 Purchase 09/15/2017 261908107 2,742.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 2,742.67 0.00 2,742.67 0.00 Purchase 09/15/2017 261908107 249,018.43 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 249,018.43 0.00 249,018.43 0.00 Purchase 09/15/2017 261908107 1,672.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 1,672.13 0.00 1,672.13 0.00 Purchase 09/15/2017 261908107 163,775.77 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 163,775.77 0.00 163,775.77 0.00 Purchase 09/15/2017 261908107 181,144.34 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 181,144.34 0.00 181,144.34 0.00 Purchase 09/16/2017 261908107 57,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 57,500.00 0.00 57,500.00 0.00 Purchase 09/18/2017 261908107 974.27 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 974.27 0.00 974.27 0.00 Chandler Asset Management-CONFIDENTIAL Page 1 Execubon Time:10/0201711:10:29 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Data CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 09/18/2017 261908107 158,695.91 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 158,695.91 0.00 158,695.91 0.00 Purchase 09/19/2017 261908107 101,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 101,500.00 0.00 101,500.00 0.00 Purchase 09/20/2017 261908107 385.02 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 385.02 0.00 385.02 0.00 Purchase 09/20/2017 261908107 275.74 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 275.74 0.00 275.74 0.00 Purchase 09/20/2017 261908107 2,666.57 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 2,666.57 0.00 2,666.57 0.00 Purchase 09/20/2017 261908107 349.61 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 349.61 0.00 349.61 0.00 Purchase 09/20/2017 261908107 2,256.99 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 2,256.99 0.00 2,256.99 0.00 Purchase 09/21/2017 313385MFO 5,000,000.00 FHLB Discount Note 99.983 1.01 % 4,999,166.67 0.00 4,999,166.67 0.00 1%Due 9/27/2017 Purchase 09/21/2017 31846V567 23,000,000.00 First American GoA Obligation MMKT 1.000 0.88% 23,000,000.00 0.00 23,000,000.00 0.00 Class-Z Purchase 09/21/2017 31846V567 138,698.27 First American GoA Obligation MMKT 1.000 0.88% 138,698.27 0.00 138,698.27 0.00 Class-Z Purchase 09/22/2017 313313ME5 10,000,000.00 FFCB Discount Note 99.989 1.01 % 9,998,888.89 0.00 9,998,888.89 0.00 1%Due 9/26/2017 Purchase 09/22/2017 313385MFO 300,000.00 FHLB Discount Note 99.986 1.02% 299,957.92 0.00 299,957.92 0.00 1.01%Due 9/27/2017 Purchase 09/22/2017 313385MFO 2,200,000.00 FHLB Discount Note 99.986 1.01 % 2,199,694.44 0.00 2,199,694.44 0.00 1%Due 9/27/2017 Purchase 09/22/2017 31846V567 7,500,000.00 First American Govt Obligation MMKT 1.000 0.88% 7,500,000.00 0.00 7,500,000.00 0.00 Class-Z Purchase 09/22/2017 880590ME1 2,000,000.00 TVA Discount Note 99.989 1.01 % 1,999,777.78 0.00 1,999,777.78 0.00 1%Due 9/26/2017 Purchase 09/25/2017 31846V567 250.42 First American GoA Obligation MMKT 1.000 0.88% 250.42 0.00 250.42 0.00 Class-Z Purchase 09/25Q017 31846V567 233.79 First American GoA Obligation MMKT 1.000 0.88% 233.79 0.00 233.79 0.00 Class-Z Purchase 09/25/2017 31846V567 4,269.02 First American GoA Obligation MMKT 1.000 0.88% 4,269.02 0.00 4,269.02 0.00 Class-Z Purchase 09/25/2017 31846V567 1,669.85 First American GoA Obligation MMKT 1.000 0.88% 1,669.85 0.00 1,669.85 0.00 Class-Z Purchase 09/25/2017 31846V567 386.89 First American Govt Obligation MMKT 1.000 0.88% 386.89 0.00 386.89 0.00 Class-Z Purchase 09/25/2017 31846V567 10,023.69 First American GoA Obligation MMKT 1.000 0.88% 10,023.69 0.00 10,023.69 0.00 Class-Z Purchase 09/25/2017 31846V567 6,845.93 First American GoA Obligation MMKT 1.000 0.88% 6,845.93 0.00 6,845.93 0.00 Class-Z Chandler Asset Management-CONFIDENTIAL Page 2 Execubon Time:10/0201711:10:29 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 09/25/2017 31846V567 3,188.25 First American Govt Obligation MMKT 1.000 0.88% 3,138.25 0.00 3,188.25 0.00 Class-Z Purchase 09/25/2017 3181 3,256.34 First American GoA Obligation MMKT 1.000 0.88% 3,256.34 0.00 3,256.34 0.00 Class-Z Purchase 09/25/2017 31846V567 33.77 First American Doi Obligation MMKT 1.000 0.88% 33.77 0.00 33.77 0.00 Class-Z Purchase 09/25/2017 31846V567 4,588.68 First American Govt Obligation MMKT 1.000 0.88% 4,588.68 0.00 4,588.68 0.00 Class-Z Purchase 09/25/2017 31846V567 842.04 First American Govt Obligation MMKT 1.000 0.88% 842.04 0.00 842.04 0.00 Class-Z Purchase 09/25/2017 31846V567 346.13 First American Doi Obligation MMKT 1.000 0.88% 346.13 0.00 346.13 0.00 Class-Z Purchase 09/25/2017 31846V567 11,187.85 First American Govt Obligation MMKT 1.000 0.88% 11,187.85 0.00 11,187.85 0.00 Class-Z Purchase 09/25/2017 3181 457.17 First American Gi Obligation MMKT 1.000 0.88% 457.17 0.00 457.17 0.00 Class-Z Purchase 09/25/2017 69353REJ3 1,000,000.00 PNC Bank Callable Note Cont 1/24/2018 100.032 1.40% 1,000,320.00 1,333.33 1,001,653.33 0.00 1.5%Due 2/23/2018 Purchase 09/26/2017 31846V567 12,000,000.00 First American Govt Obligation MMKT 1.000 0.88% 12,000,000.00 0.00 12,000,000.00 0.00 Class-Z Purchase 09/27/2017 31846V567 18,600,000.00 First American GoA Obligation MMKT 1.000 0.88% 18,600,000.00 0.00 18,600,000.00 0.00 Class-Z Purchase 09/27/2017 31846V567 30,000.00 First American Doi Obligation MMKT 1.000 0.88% 30,000.00 0.00 30,000.00 0.00 Class-Z Purchase 09/28Q017 313385PE0 5,000,000.00 FHLB Discount Note 99.872 1.02% 4,993,579.17 0.00 4,993,579.17 0.00 1.005%Due 11/13/2017 Purchase 09/28/2017 891 1,000,000.00 Toyota Motor Credit Discount CP 99.902 1.12% 999,022.22 0.00 999,022.22 0.00 1.1%Due 1 0/3 012 01 7 Purchase 09/28/2017 912828124 6,000,000.00 US Treasury Note 99.797 1.92% 5,987,832.60 8,701.66 5,991 0.00 1.875%Due 8/31/2022 Purchase 09/29/2017 313385MV5 2,000,000.00 FHLB Discount Note 99.968 0.96% 1,999,366.67 0.00 1,999,366.67 0.00 0.95%Due 1 0111/2 01 7 Purchase 09/29/2017 31846V567 26,425.00 First American GoA Obligation MMKT 1.000 0.89% 26,425.00 0.00 26,425.00 0.00 Class-Z Purchase 09/29/2017 31846V567 5,285,000.00 First American Doi Obligation MMKT 1.000 0.89% 5,285,000.00 0.00 5,285,000.00 0.00 Class-Z Purchase 09/29/2017 43814PAB6 965,000.00 Honda Auto Receivables Owner T 17-3 A2 99.991 1.58% 964,914.21 0.00 964,914.21 0.00 1.57%Due 1/21/2020 Purchase 09/29/2017 912828P20 5,000,000.00 US Treasury Note 99.887 1.09% 4,994,352.69 6,114.13 5,000,466.82 0.00 0.75%Due 1/31/2018 Chandler Aseel Management-CONFIDENTIAL Page 3 Execubon Time:10/0201711:10:29 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Data CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 09/30/2017 31846V567 171,375.00 First American Govt Obligation MMKT 1.000 0.89% 171,375.00 0.00 171,375.00 0.00 Class-Z Purchase 09/30/2017 31846V567 7,812.50 First American Gov!Obligation MMKT 1.000 0.89% 7,812.50 0.00 7,812.50 0.00 Class-Z Purchase 09/30/2017 31846V567 2,500,000.00 First American Govt Obligation MMKT 1.000 0.89% 2,500,000.00 0.00 2,500,000.00 0.00 Class-Z Subtotal 118,295,526.43 118,265,183.17 20,500.34 118,285,683.51 0.00 Security 09/20/2017 31846V567 11,095,804.12 First American Govt Obligation MMKT 1.000 11,095,804.12 000 11,095,804.12 0.00 Contribution Class-Z Security 09/21/2017 31846V567 1,206,657.23 First American GoA Obligation MMKT 1.000 1,206,657.23 0.00 1,206,657.23 0.00 Contribution Class-Z Subtotal 12,302,461.35 12,302,461.35 0.00 12,302,461.35 0.00 TOTAL ACQUISITIONS 130,597,987.78 130,561 20,500.34 130,588,144.86 0.00 DISPOSITIONS Sale 09/14/2017 261908107 3,002,13470 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 3,002,134.70 0.00 3,002,134.70 000 Sale 09/21/2017 31846V567 4,999,166.67 First American Govt Obligation MMKT 1.000 0.88% 4,999,166.67 0.00 4,999,166.67 0.00 Class-Z Sale 09/2212017 31846V567 14,498,319.03 First American Govt Obligation MMKT 1.000 0.88% 14,498,319.03 0.00 14,498,319.03 0.00 Class-Z Sale 09/25/2017 31846V567 1,001,653.33 First American GoA Obligation MMKT 1.000 0.88% 1,001,653.33 0.00 1,001,653.33 0.00 Class-Z Sale 09/28/2017 318461 5,996,534.26 First American GoA Obligation MMKT 1.000 0.88% 5,996,534.26 0.00 5,996,534.26 0.00 Class-Z Sale 09/2MO17 31846V567 5,992,601.39 First American Govt Obligation MMKT 1.000 0.88% 5,992,601.39 0.00 5,992,601.39 0.00 Class-Z Sale 09/29/2017 31846V567 964,914.21 First American Govt Obligation MMKT 1.000 0.89% 964,914.21 0.00 964,914.21 0.00 Class-Z Sale 09/29/2017 318461 1,999,366.67 First American Govt Obligation MMKT 1.000 0.89% 1,999,366.67 0.00 1,999,366.67 0.00 Class-Z Sale 09/29/2017 31846V567 5,000,466.82 First American Govt Obligation MMKT 1.000 0.89% 5,000,466.82 0.00 5,000,466.82 0.00 Class-Z Subtotal 43,455,157.08 43 455,157 08 0.00 43,455,157.08 0.00 Paytlown 09/01/2017 83162CUO 15,165.91 Small Business Administration 2001-20C 100.000 15,165.91 1,971.18 17,137.09 0.00 6.34%Due 3/1/2021 Chandler Asset Management-CONFIDENTIAL Page 4 Execubon Time:10/0201711:10:29 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Paydown 09/07/2017 62888UAA8 8,146.88 NCUA Guaranteed Note CM02010-R2Due 100.000 8,146.88 468.42 8,615.30 0.00 11/6/2017 Paydown 09/15/2017 161571HHO 4,140,000.00 Chase CHAIT Pool#2016-A7 100.000 4,140,000.00 3,657.00 4,143,657.00 0.00 1.06%Due 9/16/2019 Paydown 09/15/2017 3133TCE95 1,357.70 FHLMC FSPC E3 ADue 8115/2032 100.000 1,357.70 81.47 1,439.17 0.00 Paydown 09/15/2017 31348SWZ3 16.36 FHLMC FH 786064 100.000 16.36 5.23 21.59 0.00 2.262%Due 111/2028 Paydown 09/15/2017 438140AC2 0.00 Honda Auto Receivables 2016.2 A3 100.000 0.00 2,096.58 2,096.58 0.00 1.39%Due 4/15/2020 Paydown 09/15/2017 477877AD6 115,309.40 John Deere Owner Trust 2014-13 A3 100.000 115,309.40 451.78 115,761.18 0.00 1.07%Due 11/15/2018 Paydown 09/15/2017 47787XAB3 0.00 John Deere Owner Trust 2017-A A2 100.000 0.00 1,762.50 1,762.50 0.00 1.5%Due 1 0/1 512 01 9 Paydown 09/15/2017 47788BABO 0.00 John Deere Owner Trust 2017-B A2A 100.000 0.00 2,416.80 2,416.80 0.00 1.59%Due 4/15/2020 Paydown 09/15/2017 47788BAD6 0.00 John Deere Owner Trust 2017-B A3 100.000 0.00 1,945.13 1,945.13 0.00 1.82%Due 10/15/2021 Paydown 09/15/2017 47788MAC4 0.00 John Deere Owner Trust 201&A A3 100.000 0.00 2,742.67 2,742.67 0.00 1.36%Due 4/151202D Paydown 09/15/2017 47788NAM 247,354.57 John Deere Owner Trust 2016-13 A2 100.000 247,354.57 1,663.86 249,018.43 0.00 1.09%Due 2115/2019 Paydown 09/15/2017 654747AB0 0.00 Nissan Auto Receivables 2017-A A2A 100.000 0.00 1,672.13 1,672.13 0.00 1.47%Due 1/15/2020 Paydown 09/15/2017 65478WAB1 162,590.26 Nissan Auto Receivables Owner 2016-C 100.000 162,590.26 1,186.51 163,775.77 0.00 A2A 1.07%Due 5/1512019 Paydown 09/15/2017 89236WAC2 180,033.79 Toyota Auto Receivables Owner 2015-A 100.000 180,033.79 1,110.55 181,144.34 0.00 1.12%Due 2/15/2019 Paydown 09/18/2017 3837H4NX9 940.02 GNMA Pco1#2000-9 100.000 940.02 34.25 974.27 0.00 9.5%Due 2/16/2030 Paydown 09/1S/2017 43814NAB1 158,562.45 Honda Auto Receivables 2016-1 A2 100.000 158,562.45 133.46 158,695.91 0.00 1.01%Due 6/1812018 Paydown 09/20/2017 36225CAZ9 343.20 GNMA Pool#G280023 100.000 343.20 41.82 385.02 0.00 2.816%Due 12/20/2026 Paydown 09/20/2017 36225CC20 219.63 GNMA Pco1#G280088 100.000 219.63 56.11 275.74 0.00 2.817%Due 6120/2027 Paydown 09/20/2017 36225CN28 2.499.25 GNMA P.1#G280408 100.000 2,499.25 167.32 2,666.57 0.00 2.691%Due 5120/2030 Paydown 09/20/2017 36225CNM4 328.81 GNMA Pool#G280395 100.000 328.81 20.80 349.61 0.00 2.877%Due 4120/2030 Chandler Asset Management-CONFIDENTIAL Page 5 Execubon Time:10/0201711:10:29 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Paytlown 09/20/2017 36225DCB8 2,124.84 GNMA P0o1#G280965 100.000 2,124.84 132.15 2,256.99 0.00 2,31%Due 7/20/2034 Paytlown 09/21/2017 43B14TAB8 136,467.69 Honda Auto Receivables 2017-1 A2 100.000 136,467.69 2,230.58 138,698.27 0.00 1.42%Due 7/22/2019 Paytlown 09/25/2017 03215PFN4 0.00 AMRESCO Residen8al Securities 1999-1 100.000 0.00 250.42 250.42 0.00 ADue 6/25/2029 Paytlown 09/25/2017 31371NUC7 152.90 FNMA FN 257179 100.000 152.90 80.89 233.79 0.00 4.5%Due 4/1/2028 Paytlown 09/25/2017 31376KT22 3,652.77 FNMA FN 357969 100.000 3,652.77 616.25 4,269.02 0.00 5%Due 9/1/2035 Paytlown 09/25/2017 31381 PDA3 631.54 FNMA FN 466397 100.000 631.54 1,038.31 1,669.85 0.00 3.4%Due 11/1/2020 Paytlown 09/25/2017 3138EG6F6 326.89 FNMA FN AL0869 100.000 326.89 60.00 386.89 0.00 4.5%Due 6/1/2029 Paytlown 09/25/2017 313MJY35 5,092.94 FHLMC FSPC T-5B 2A 100.000 5,092.94 4,930.75 10,023.69 0.00 6.5%Due 9/25/2043 Paytlown 09/25/2017 31397ORED 6,392.32 FNMA FNR 2011-3 FA 100.000 6,392.32 453.61 6,845.93 0.00 0.832%Due 2/25/2041 Paytlown 09/2SQ017 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00 4.251%Due 1/25/2020 Paytlown 09/25/2017 31403DJZ3 2,662.71 FNMA Pool#7455B0 100.000 2,662.71 593.63 3,256.34 0.00 5%Due 6/1/2036 Paytlown 09/25/2017 31403GXF4 16.20 FNMA Pool#FN 748678 100.000 16.20 17.57 33.77 0.00 5%Due 10/1/2033 Paytlown 09/25/2017 31406PQYB 3,556.96 FNMA Pool#FN 815971 100.000 3,556.96 1,031.72 4,588.68 0.00 5%Due 3/1/2035 Paytlown 09/25/2017 31406XNV75 477.36 FNMA Pool#FN 823358Due 2/1/2035 100.000 477.36 364.68 842.04 0.00 Paytlown 09/25/2017 31407BXH7 235.14 FNMA Pool#FN 826080 100.000 235.14 110.99 346.13 0.00 5%Due 7/1/2035 Paytlown 09/25/2017 31410F4V4 10,024.89 FNMA Pool#FN 888336 100.000 10,024.89 1,162.96 11,187.85 0.00 5%Due 7/1/2036 Paytlown 09/25/2017 31417YAY3 359.91 FNMA Pool#FN MA0022 100.000 359.91 97.26 457.17 0.00 4.5%Due 4/1/2029 Subtotal 5,205,043.29 5,205,043.29 40,044.59 5,245,087.88 0.00 Maturity, 09/21/2017 912796LUl 23,000,000.00 US Treasury Bill 100.000 23,000,000.00 0.00 23,000,000.00 0.00 0.958%Due 9/21/2017 Maturity, 09/22Y2017 313385MAl 7,500,000.00 FHLB Discount Note 100.000 7,500,000.00 0.00 7,500,000.00 0.00 1.02%Due 9/22/2017 Chandler Asset Management-CONFIDENTIAL Page 6 Executlon Time:10/0201711:10:29 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#70283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Maturity 09/26/2017 313313ME5 10,000,000.00 FFCB Discount Note 100.000 10,000,000.00 0.00 10,000,000.00 0.00 1%Due 9/26/2017 Maturity 09/26/2017 880590ME1 2,000,000.00 TVA Discount Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00 1%Due 9/26/2017 Maturity, 09/27/2017 313385MFO 10,100,000.00 FHLB Discount Note 100.000 10,100,000.00 0.00 10,100,000.00 0.00 1.005%Due 9127/2017 Maturity 09/27/2017 3135GOZLO 6,000,000.00 FNMA Note 100.000 6,000,000.00 0.00 6,000,000.00 0.00 1%Due 9/27/2017 Maturity 09/27/2017 89233GW79 2,500,000.00 Toyota Motor Credit Discount CP 99.776 2,500,000.00 0.00 2,500,000.00 0.00 1.15%Due 9/27/2017 Maturity, 09/29/2017 3137EADLO 5,285,000.00 FHLMC Note 100.000 5,285,000.00 0.00 5,285,000.00 0.00 1%Due 9/29/2017 Maturity 09/30/2017 912828TS9 2,500,000.00 US Treasury Note 100.000 2,500,000.00 0.00 2,500,000.00 0.00 0.625%Due 9130/2017 Subtotal 68,885,000.00 68,885,000.00 0.00 68,885,000.00 D.00 Security 09/20/2017 261908107 11,095,804.12 Dreyfus Trsy/Agcy Cash Management 521 1.000 11,095,804.12 0.00 11,095,804.12 0.00 Withdrawal Secutlty 09/21/2017 261908107 1,206,657.23 Dreyfus Trsy/Agcy Cash Management 521 1.000 1,206,657.23 0.00 1,206,657.23 0.00 Withdrawal Security 09/27/2017 31846V567 27,000,000.00 First American Govt Obligation MMKT 1.000 27,000,000.00 0.00 27,000,000.00 0.00 Withdrawal Class-Z Security 09/30/2017 912828WUO 6,760.00 US Treasury Inflation Index Note 99.753 6,760.00 1.77 6,761.77 48.92 Withdrawal 0.125%Due 7115/2024 Subtotal 39,309,221.35 39,309,221.35 1.77 39,309,223.12 48.92 TOTAL DISPOSITIONS 156,954,421.72 156,854,421.72 40,046.36 156,894,468.08 48.92 OTHER TRANSACTIONS Interest 09/01/2017 30231GAV4 3,000,000.00 Exxon Mobil Corp Callable Note Cant 0.000 33,330.00 0.00 33,330.00 0.00 D1/2021 2.222%Due 311/2021 Interest 09/05/2017 40428HPR7 1,250,000.00 HSBC USA Inc Note 0.000 14,687.50 0.00 14,687.50 0.00 2.35%Due 3/5/2020 Interest 09/06/2017 30231 GALS 1,000,000.00 Exxon Mobil Corp Note 0.000 6,525.00 0.00 6,525.00 0.00 1.305%Due 316/2018 Interest 09/07/2017 3137EADP1 5,000,000.00 FHLMC Note 0.000 21,875.00 0.00 21,875.00 0.00 0.875%Due 317/2018 Chandler Asset Management-CONFIDENTIAL Page 7 Executlon Time:10/0201711:10:29 PM �'" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss OTHER TRANSACTIONS Interest 09/08/2017 3133782102 7,500,000.00 FHLB Note 0.000 56,250.00 0.00 56,250.00 0.00 1.5%Due 3/8/2019 Interest 09/09/2017 313378A43 7,500,000.00 FHLB Note 0.000 51,562.50 0.00 51,562.50 0.00 1.375%Due 3/9/2018 Interest 09/10/2017 808513AK1 1,000,000.00 Charles Schwab Corp Callable Note Cant 0.000 7,500.00 0.00 7,500.00 0.00 2/10/2018 1.5%Due 3/10/2018 Interest 09/11/2017 06406HCW7 2,120,000.00 Bank of New York Callable Note Cant 0.000 24,380.00 0.00 24,380.00 ODD 8/11/2019 2.3%Due 9/11/2019 Interest 09/13/2017 02665WAT8 1,000,000.00 American Honda Finance Note 0.000 7,500.00 0.00 7,500.00 0.00 1.5%Due 3/13/2018 Interest 09/15/2017 4581XOCS5 3,500,000.00 Inter-American Dev Bank Note 0.000 32,812.50 0.00 32,812.50 0.00 1 S75%Due 3115/2021 Interest 09/15/2017 532457BF4 4,000,000.00 Eli Lilly&Co Note 0.000 39,000.00 0.00 39,000.00 0.00 1.95%Due 3/15/2019 Interest 09/16/2017 24422ESS9 5,000,000.00 John Deere Capital Corp Note 0.000 57,500.00 0.00 57,500.00 0.00 2.3%Due 9/16/2019 Interest 09/19/2017 025816AY5 2,900,000.00 American Express Credit Note 0.000 101,500.00 0.00 101,500.00 0.00 7%Due 3/19/2018 Interest 09/27/2017 3135GOZLO 6,000,000.00 FNMA Note 0.000 30,000.00 0.00 30,000.00 0.00 1%Due 9/27/2017 Interest 09/29/2017 3137EADLO 5,285,000.00 FHLMC Note 0.000 26,425.00 0.00 26,425.00 0.00 1%Due 9/29/2017 Interest 09/30/2017 912828F39 5,800,000.00 US Treasury Note 0.000 50,750.00 0.00 50,750.00 0.00 1.75%Due 9/30/2019 Interest 09/30/2017 912828,76 5,000,000.00 US Treasury Note 0.000 43,750.00 0.00 43,750.00 0.00 1.75%Due 3/31/2022 Interest 09/30/2017 912828SN1 5,000,000.00 US Treasury Note 0.000 37,500.00 0.00 37,500.00 0.00 1.5%Due 3/31/2019 Interest 09/30/2017 9128281`34 7,000,000.00 US Treasury Note 0.000 39,375.00 0.00 39,375.00 0.00 1.125%Due 9/30/2021 Interest 09/30/2017 912828TS9 2,500,000.00 US Treasury Note 0.000 7,812.50 0.00 7,812.50 0.00 0.625%Due 9/30/2017 Subtotal 81,355,000.00 690,035.00 0.00 690,035.00 0.00 Dividend 09/01/2017 261908107 4,184,405.49 Dreyfus Tmy/Agcy Cash Management 521 0.000 2,861.44 0.00 2,861.44 0.00 Chandler Asee1 Management-CONFIDENTIAL Page 8 Execubon Time:10/0201711:10:29 PM �/" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 8/31/17 Thru 9/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss OTHER TRANSACTIONS Dividend 09/01/2017 261908107 5,629,88472 Dreyfus Tmy/Agcy Cash Management 521 0.000 7,542.11 0.00 7,542.11 0.00 Subtotal 9,014,290.21 10,403.55 0.00 10,403.55 0.00 TOTAL OTHER TRANSACTIONS 91,169,290.21 700,438.55 0.00 700,438.55 0.00 Chandler Asset Management-CONFIDENTIAL Page 9 Execubon Time:10/0201711:10:29 PM OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir. io/o4/v io/zs/v AGENDA REPORT IWmNumber Item Number a a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: NEW COMBO TRUCK/RECYCLER COOPERATIVE PROCUREMENT WITH VACTOR GENERAL MANAGER'S RECOMMENDATION A. Approve the purchase of one (1) VACTOR brand compressed natural gas (CNG) sewer combo cleaning, water recycling truck (combo truck) from Haaker Equipment Company using the National Joint Powers Alliance cooperative Contract Number 022014-FSC with Vector,for an amount not to exceed $739,427, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of $36,971(5%). BACKGROUND The Orange County Sanitation District (Sanitation District) Collections division is responsible for the operation and maintenance of the Sanitation District's regional sewer system consisting of about 400 miles of regional sewer pipe and 15 outlying pump stations. The Sanitation District utilizes industrial sewer cleaning combo trucks (combo truck)to clean and remove blockages in the sewer pipes, remove grease and debris from pump station wet wells, and to respond to emergency situations such as spills. These combo trucks are critical assets to the effective and efficient operation and maintenance of the collection system. Conventional combo trucks accomplish cleaning tasks through a combination of vacuum and water jetting. Water jetting uses potable water from the combo trucks 1500-gallon tank. Sanitation District staff generally use four-six 1500-gallon tanks/trucks daily, or approximately 1.2-1.8 million gallons of potable water annually, for each combo truck. Potable water is supplied from city hydrants directly or by rental water trucks. The potable water is wasted into the sewer system during sewer maintenance and cleaning operations. Advances in technology have resulted in a combo "Recycler' truck that utilizes the wastewater in the sewer being cleaned for water jetting tasks. Combo 'Recycler' trucks minimize or eliminate the use of potable water for sewer cleaning tasks. Page 1 d 3 RELEVANT STANDARDS • Participate in National Joint Powers Authority (NJPA) cooperative purchasing program • Consider life-cycle costs in all decisions PROBLEM The Sanitation District's Collections division currently operates two sewer maintenance crews, each consisting of a combo truck, a pull rig truck, and a crew of four staff members. To achieve the Sanitation District's five-year cleaning cycle goal (this goal is more aggressive than the seven-year cycle submitted in our Sanitary Sewer Management Plan to the Regional Water Board)for managed sewers, 55 miles of sewers should be cleaned annually. This goal is not being met due to the unavailability of the combo trucks because of both preventive and corrective maintenance that is required to keep the combo trucks operational, planned or unforeseen support needed for Capital Improvement Projects, and access to sewer pipes. Staff have attempted to overcome this problem by renting a combo truck; however, there are often delays due to their unavailability from the rental companies, which impacts the cleaning schedule and results in staff inefficiency. The current sewer cleaning backlog is more than 20 weeks annually. Annual combo truck rental costs are approximately $75,000. The existing combo trucks consume 1.2-1.8 million gallons of potable water per truck annually. The potable water is 'wasted" into the sewer collection system, requiring approximately 2,000 man hours per truck annually to refill the combo truck's water tank that could be directed toward activities that are more beneficial. Annual water truck rental costs are approximately $18,000. PROPOSED SOLUTION Staff is seeking approval to purchase one (1) new CNG fueled combo cleaning truck that utilizes water-recycling technology. The addition of a third combo truck will support uninterrupted sewer cleaning activities when vehicles require maintenance or repairs, enabling staff to achieve our cleaning goals; it will support construction activities without interruption of planned sewer pipe cleaning activities; and it will provide the Sanitation District with the ability to have an emergency response combo truck, if needed. A third sewer crew, along with the third pull-rig truck that we currently own and operate, will use the third combo truck. The additional cost for the water recycling feature of the combo truck over the standard combo truck is approximately $109,000. Annualized savings associated with water truck rental ($18,000), purchase of water($20,000), and internal staff labor for filling water into the combo trucks ($180,000) equates to $218,000. Based upon an initial capital cost of $109,000 the Return-On-Investment is under one year. Also, the recycling feature will result in an annual savings of 1.2-1.8 million gallons of potable water that will not be discharged into the sewer. Page 2 of 3 The Sanitation District is required to reduce or eliminate the use of large diesel engines by the South Coast Air Quality Management District (SCAQMD). The additional cost of the CNG engine system is approximately $100,000. RAMIFICATIONS OF NOT TAKING ACTION If this vehicle is not purchased, the Sanitation District will continue to face challenges in meeting its sewer cleaning goals, incur an approximate annual cost of $293,000 associated with rental trucks and internal labor to provide water to the combo truck, as well as reduced staff effectiveness associated with delays in obtaining a rental combo truck. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The NJPA is a public agency that serves as a cooperative for over 50,000 member agencies nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a multitude of cooperatively contracted products, equipment, and services opportunities to education and government entities throughout the country. Vector is locally represented by Haaker Equipment Company. This purchase meets the SCAQMD's Rule 1196 requirement — Clean On-Road Heavy- Duty Public Fleet Vehicles. The requirement is directed at fleets with 15 or more heavy- duty vehicles (i.e., vehicles weighing more than 14,001 Ibs.). The Sanitation District prides itself on being a good neighbor and therefore strives to meet SCAQMD's regulatory requirements, as such, low emission, zero-emission, and other"green" fleet vehicles are considered whenever economically and functionally possible. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These items have been budgeted through the Capital Equipment Budget Summary (Fiscal Year 2016-2017 Budget Section 8 (Line 10 Item: 822-Fleet Services, Pages 104-105). A budget transfer comprised of funds from Division 822 from FY 2014/15—FY 2016/17 (multiple line items)of$77,000 was recently completed to fund this item. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. io/oa/v io/zs/v AGENDA REPORT emNumber Item Number 6 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: SERVICE AGREEMENT FOR CENTRAL GENERATION AUTOMATION/CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS), CONTRACT NO. J-79-lA GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Service Purchase Order Agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period beginning November 23, 2017 through November 22, 2022, for a total amount not to exceed $580,625; and B. Approve a contingency of$58,063 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) operates eight Continuous Emissions Monitoring System (CEMS) units to continually monitor the exhaust gases of each engine as required by South Coast Air Quality Management District (SCAQMD) permits. The CEMS units and supporting Data Acquisition and Handling Software (DAHS) were specified and installed under a capital project manufactured by CEMTEK Environmental (CEMTEK). CEMTEK is the sole manufacturer of this specialized item and the supporting software, therefore they are uniquely qualified to maintain it. They have been successfully providing the service for five years. RELEVANT STANDARDS • Maintain and support Enterprise Asset and Financial Management Systems • Maintain environmental regulatory oversight by all regulators • Maintain a proactive asset management program PROBLEM The Sanitation District's standard for Programmable Logic Controller (Modicon PLC) equipment was installed under the CEMS project. The Modicon PLCs require customized proprietary code written by CEMTEK. Maintenance or capital projects involving changes to the code require CEMTEK's involvement. Page 1 of 3 If the Sanitation District contracts with another service provider and the program code subsequently failed, the service from CEMTEK would be lost, which could potentially risk the shutdown of the affected engine(s) due to SCAQMD requirements. PROPOSED SOLUTION Staff recommends thatthe contract for CEMS maintenance of hardware and software and reporting services be renewed with CEMTEK for an additional five-year term. This will help ensure reliability, regulatory compliance, and continual support services. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION The current contract will expire on November 22, 2017. If continual monitoring services, as required by our permits, are nonoperational, the SCAQMD could consider the facility out of compliance and could request a shutdown or impose fines. PRIOR COMMITTEE/BOARD ACTIONS November 2015 -Approved additional maintenance services to a Sole Source Purchase Order Service Agreement, J-79-lA with CEMTEK Environmental for maintenance of the Central Generation Engines continuous emissions monitoring systems, for an additional amount of $104,068, for a new total amount not to exceed $361,568, for the contract period ending November 22, 2017. October 2012 - Approval renewal of a sole source service agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period, for a total amount not to exceed $257,500, plus 10% contingency. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation DistricPs Purchasing Ordinance. This item has been budgeted in the Division 830 and 840 operating budgets Page 2 of 3 (Line Item: Repairs and Maintenance, Page 49). Project contingency funds will not be used for this agreement. Date of ADDroval Contract Amount Contingency 10/25/17 $580,625 $58,063(10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir. i0 04/v io/zs/v AGENDA REPORT emNumber Item Number 7 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: LABOR COMPLIANCE PROGRAM, SPECIFICATION NO. CS-2017-876BD GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with The Solis Group for the development and implementation of a Labor Compliance Program, Specification No. CS-2017-87613D, for an amount not to exceed $391,567; and B. Approve a contingency in the amount of$39,157 (10%). BACKGROUND The Orange County Sanitation District(Sanitation District)is the recipient of two$1 million grants from the Proposition 84 Integrated Regional Water Management Program. The two awarded projects are the Sludge Dewatering and Odor Control at Plant No. 1 (Project No. 131-101) and the Newhope-Placentia Trunk Sewer Replacement (Project No. 2-72). The grant agreement requires the Sanitation District to ensure compliance with California Labor Code requirements, including preparation and implementation of a Labor Compliance Program (LCP). While the construction contracts require Contractors to comply with California Labor Code for its employees and its Subcontractors' employees, the Sanitation District does not have a formal and comprehensive LCP in place. In accordance with requirements of the California Labor Code section 1771.5(b) and subchapter 4 of chapter 8 of Title 8 of California Code of Regulations, the Sanitation District must have a program in place approved by the California Department of Industrial Relations for all projects funded in whole or in part by Proposition 84. An LCP consists of having an approved enforcement manual, regular monitoring and review of certified payroll records, audits, site visits, worker interviews, annual reports, project completion close-out reports, etc. The two awarded projects are well into construction, so retroactive monitoring and reporting will need to occur to be in full compliance. RELEVANT STANDARDS • Sound engineering and accounting practices, complying with local, state and federal laws Page 1 d 4 PROBLEM The Sanitation District currently does not have an LCP as required by state law for projects funded by Proposition 84. By not having an approved LCP,the Sanitation District is not in full compliance with our grant requirements and agreements. PROPOSED SOLUTION Develop and implement an LCP. TIMING CONCERNS The two projects are currently in construction, thus requiring retroactive review of records and submittal of multi-year annual reports to the Department of Industrial Relations. A delay would cause additional retroactive work to be performed, thus resulting in higher costs to be in compliance. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will be in violation of Proposition 84 grant agreement requirements and could potentially be asked to refund the $2 million awarded. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Request for Proposal Development As part of the Proposition 84 grant, the Sanitation District is required to have an LCP for its awarded projects. The Sanitation District inquired with other agencies to learn about their program and how it is executed and managed. The program is elaborate, time consuming, and requires a level of expertise that the Sanitation District currently does not have on staff. Inquiries with some LCP firms helped establish a baseline for what would be involved with such a program. Based on the responses, a more detailed scope of work was developed for proposal. This scope included establishing a program approved by the Department of Industrial Relations, bringing the two current projects into compliance, and continuous monitoring of the projects until completion. On July 20, 2017, the Sanitation District issued a Request for Proposal (RFP) and on August 31, 2017, seven proposals were received from the following vendors: GCAP Services, Hill International, Casamar Group, Padilla & Associates, The Solis Group, Willdan Engineering, and The G Crew. The G Crew proposal was not accepted because the proper paperwork was not submitted. Page 2 d 4 Reauest for Proposal Evaluation An Evaluation Committee consisting of three Sanitation District staff members from Engineering reviewed and ranked each of the proposals in accordance with Board of Directors' Ordinance No. OCSD-47. Each evaluator reviewed and scored the proposals independently, comparing the vendor's proposed offering against the specifications in the underlying RFP. A representative from the Purchasing Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to understanding and approach, related experience, and team and staff qualifications. After reviewing and scoring the proposals, the Evaluation Committee interviewed the two top-ranked firms, The Solis Group (TSG) and Willdan Engineering, to meet the proposed key team and further evaluate the firms' qualifications. Unlike engineering design proposals that are required to be a qualifications-based selection only, these proposals include cost as factor in the selection, representing 5% of the total scoring. The cost proposals were submitted in a separate sealed envelope and were scored separately after the review of the technical proposals. Presentations from these firms were conducted on September 21, 2017. A final score was compiled and TSG was determined to be the top-ranked firm. Please refer to the proposal evaluation table below for further scoring information. Overall, TSG was ranked highest due to their proposed team's experience in implementing an LCP program with similar issues as the Sanitation District, their overall approach, as well as the positive references contacted. PROPOSAL EVALUATION TABLE CRITERIA WEIGHT WEIGHTED WILLDAN TSG HILL P&A GCAP CASAMAR SCORE Qualifications of Firm 40 400 353.33 373.33 266.67 266.67 260 346.67 Proposed Staffing and 20 200 166.67 183.33 167.67 Project 150 150 120 Organization Work Plan 25 250 220.83 237.5 137.5 195.83 129.17 183.33 Proposal Score 741.83 761.83 570.46 628.79 525.46 712.96 Proposal Ranking 2 1 5 4 6 3 Presentation 10 100 60 98.33 Cost 5 50 50 41.59 Evaluation 00 OVERALL 100 1000 850.83 934.08 SCORE Initial $325,718 $391,567 Proposal Fee Negotiated $391,567 Fee Page 3 of 4 Following the proposal evaluation, the Evaluation Committee met with the top-ranked firm to clarify the Fee Proposal and implementation schedule, and a best and final offer was subsequently submitted and accepted. Staff recommends awarding the procurement and implementation agreement to The Solis Group for a not-to-exceed amount of$391,567. This Professional Services Agreement includes costs for development and implementation of an LCP which includes retroactive labor compliance monitoring, general labor compliance monitoring activities, and project close-out reporting for two CIP projects which have each been awarded Proposition 84 grant funding. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The budgeted cost for the proposed Labor Compliance Professional Services Agreement is contained within the approved CIP project budgets and no additional funding is necessary. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Professional Services Agreement DF:DC:dm:gc Page 4 of 4 PROFESSIONAL CONSULTANT SERVICES AGREEMENT Labor Compliance Program Specification No. CS-2017-876BD 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 (hereinafter referred to as "OCSD") and TSG Enterprises, Inc. dba The Solis Group with a principal place of business at 131 North El Molino Avenue, Suite 100, Pasadena, CA 91101 (hereinafter referred to as "Consultant") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on Consultant's expertise and experience, OCSD desires to temporarily engage Consultant to provide Labor Compliance Program "Services" as described in Exhibit"A"; and WHEREAS, Consultant submitted its Proposal, dated August 31, 2017; and WHEREAS, on October 25, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Consultant; and WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Ordinance No. OCSD-47; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and the Consultant. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit"A". 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. Orange County Sanitation District 1 of 10 Specification No. CS-2017-876BD Version 010617 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof. 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (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 OCSD observed holidays. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 Work Hours:All work shall be scheduled Monday through Friday, between the hours of 7:30 a.m. and 5:30 p.m. OCSD will not pay for travel time. 1.10 Consultant shall provide OCSD with all required premiums and/or overtime work at no charge beyond the total amount of the Agreement. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Consultant as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scone of Work Subject to the terms of this Agreement, Consultant shall perform the Services identified in Exhibit "A". Consultant warrants that all of its Services shall be performed in a competent, professional, and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and Consultant and the Agreement period adjusted accordingly. 4. Compensation Compensation to be paid by OCSD to Consultant for the Services provided under this Agreement shall be a total amount not to exceed Three Hundred Ninety-One Thousand Five Hundred Sixty-Seven Dollars ($391,567.00). 5. California Department of Industrial Relations(DIR)Registration and Record of Wages 5.1 To the extent Consultant's employees and/or subconsultants who will perform work for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 5.2 The Consultant and subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. Orange County Sanitation District 2 of 10 Specification No. CS-2017-876BD Version 010617 5.3 Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 5.4 The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. Payment and Invoicing 6.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project Manager or designee, of itemized invoices submitted for work completed in accordance with Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 6.2 Invoices shall be emailed by Consultant to OCSD Accounts Payable at APStaffno.00SD.com and "INVOICE" with the Purchase Order Number and Specification No. CS-2017-876 shall be referenced in the subject line. 7. Audit Rights Consultant 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 Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 6. Commencement and Term The Services provided under this Agreement shall be completed within one thousand four hundred sixty (1,460) calendar days from the effective date of the Notice to Proceed. 9. Extensions The term of this Agreement may be extended only by written instrument signed by both Parties. 10. Performance Time is of the essence in the performance of the provisions hereof. 11. Termination 11.1 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. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) to the date of termination. Consultant 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 Consultant other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Agreement. 11.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Consultant: Orange County Sanitation District 3 of 10 Specification No. CS-2017-876BD Version 010617 • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or • if Consultant breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 11.4 All OCSD property in the possession or control of Consultant shall be returned by Consultant to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 12. Indemnification and Hold Harmless Provision Consultant shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Consultant's services under this Agreement, or by its subconsultant(s) or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Consultant shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Consultant's performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Agreement, and/or (c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Consultant or anyone employed by or working under Consultant. To the maximum extent permitted by law, Consultant's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Consultant agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 13. Insurance Consultant and all subconsultants shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "C". Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance required of the subconsultant has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 14. Confidentiality and Non-Disclosure 14.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have to disclose to Consultant orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 14.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. Orange County Sanitation District 4 of 10 Specification No. CS-2017-876BD Version 010617 14.3 Consultant 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 Consultant during the term of this Agreement. 14.4 Consultant 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 Consultant or personnel of Consultant 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 Consultant'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. 14.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 15. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of OCSD's Project Manager or designee, or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OCSD's sole risk and without liability to Consultant. Consultant shall ensure that all its subconsultants shall provide for assignment to OCSD of any documents or materials prepared by them. 16. Ownership of Intellectual Property 16.1 Consultant 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. 16.2 Consultant agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, Consultant 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. Consultant 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. Orange County Sanitation District 5 of 10 Specification No. CS-2017-876BD Version 010617 16.3 Consultant warrants that Consultant 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. 16.4 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 Consultant or its subconsultants in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this project, at its own risk. 17. No Solicitation of Employees 17.1 Consultant 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 whom Consultant became aware of as a result of Consultant's Services to OCSD. 17.2 Consultant acknowledges that OCSD's employees are critical to its business and OCSD expends significant resources to hire, employ, and train employees. Should Consultant employ or otherwise engage OCSD's employees during the term of this Agreement and for a period of one (1) year following termination of this Agreement, Consultant will pay OCSD fifty percent(50%)of the former employee's most recent annual salary earned at OCSD to accurately reflect the reasonable value of OCSD's time and costs. This payment is in addition to any other rights and remedies OCSD may have at law. 18. Independent Contractor Capacity 18.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 18.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Consultant's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Consultant. 18.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Consultant have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Consultant shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 18.4 Consultant 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. Consultant shall be responsible for providing, at Consultant's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 18.5 Consultant shall be obligated to pay any and all applicable Federal, State and local payroll and othertaxes incurred as a result of fees hereunder.Consultant hereby indemnifies OCSD for any claims, losses,costs,fees, liabilities,damages or penalties suffered by OCSD arising out of Consultant's breach of this provision. 18.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD Orange County Sanitation District 6 of 10 Specification No. CS-2017-876BD Version 010617 misclassified Consultant for tax purposes. 19. Licenses, Permits Consultant 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 Federal, 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 Consultant. 20. Consultant's Representations In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Consultant agrees to comply with all applicable Federal, State and local laws and regulations. 21. Familiarity with Work By executing this Agreement, Consultant 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 Consultant 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 Consultant's risk, until written instructions are received from OCSD. 22. Right to Review Services. Facilities. and Records 22.1 OCSD reserves the right to review any portion of the Services performed by Consultant under this Agreement, and Consultant agrees to cooperate to the fullest extent possible. 22.2 Consultant shall furnish to OCSD such reports, statistical data, and other information pertaining to Consultant's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s)and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 22.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports,test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 23. Force Maleure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said 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 Agreement. 24. Severahility 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. 25. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. Orange County Sanitation District 7 of 10 Specification No. CS-2017-876BD Version 010617 26. Remedies In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may(1)terminate 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 Consultant. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or Services and the Agreement price, together with any incidental or consequential damages. 27. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 28. 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 it may be entitled. 29. Dispute Resolution 29.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation.The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County("JAMS"),or any similar organization or entity conducting an alternate dispute resolution process. 29.2 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(2)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 (3) 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. 30. Damage to OCSD's Property Any OCSD property damaged by Consultant will be subject to repair or replacement by Consultant at no cost to OCSD. 31. OCSD Safety and Human Resources Policies OCSD requires Consultant and its subconsultants to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Agreement it is discovered that OCSD Safety Standards do not comply with Federal, State or local regulations, then the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Consultant and all of its employees and subconsultants, shall adhere to all applicable OCSD Safety Standards and Orange County Sanitation District 8 of 10 Specification No. CS-2017-876BD Version 010617 Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under "Safety". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 32. Freight(F.O.B. Destination) Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 33. Assignments Consultant 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. 34. Conflict of Interest and Reporting 34.1 Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 34.2 Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant'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. 35. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Consultant. 36. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall ' e personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 37. 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. 38. Read and Understood By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 39. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. CS-2017-876BD Version 010617 40. Notices All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or 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. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Larry Roberson Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Andy Lau Administration Manager The Solis Group 131 North El Moline Avenue, Suite 100 Pasadena, CA 91101 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager THE SOLIS GROUP Dated: By: Print Name and Title of Officer Orange County Sanitation District 10 of 10 Specification No. CS-2017-876BD Version 010617 OPERATIONS COMMITTEE Meeting Date Toi3d.oton. 10/04/17 10/7.5/17 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT, PROJECT NO. 5-67 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Arcadis US Inc. to provide engineering design services for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, for an amount not to exceed $7,137,000; and B. Approve a contingency of$713,700 (10%). BACKGROUND The existing Bay Bridge Pump Station and associated force mains piping were initially constructed in 1966. It is located on Pacific Coast Highway and is adjacent to the Newport Back Bay Channel. The force mains cross the channel and connect to the existing Newport force main network. The volume of flow through the Bay Bridge Pump Station accounts for 50-60% of Newport Beach's wastewater. The Bay Bridge Pump Station is surrounded by property undergoing approvals to construct a three-story mixed-use development with marina improvements. The Owner of this surrounding property would like the Orange County Sanitation District (Sanitation District) to relocate the pump station to a location that does not interfere with their development plans. A Preliminary Assessment Siting Report(Siting Study)was prepared to determine the best location for the new pump station and force main alignment. The Siting Study results led the property owner to offer a new pump station location that is northeast of the current pump station. The site is approximately 10,000 square feet (double the size of the existing) and accommodates a new force main alignment across the Newport Back Bay, which is to the north of the Cal Trans bridge. The preferred alternative is to build a new pump station and force main system while the existing system is in operation. After completion, the existing pump station will be demolished and the restored site exchanged with the surrounding property owner so it can be used for the development. The proposed pump station site will allow safer access for maintenance personnel, the addition of an on-site odor control system, and be out of the public view from Pacific Coast Highway and the proposed mixed-use development. Page 1 of 5 RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Ensure the public's money is wisely spent PROBLEM The pump station is over 50 years old and does not meet various Sanitation District safety and engineering standards. Access to the pump station is limited. The planned construction of a three-story, mixed-use development around the pump station will require an on-site odor control system. The existing pump station force main piping is under- sized, aging, cannot be inspected due to the location under the back bay channel, and is reaching the end of its useful lifespan. PROPOSED SOLUTION Build a pump station at a new location and an associated force main system that crosses the back bay channel. Abandon the existing pump station and force main system that is being replaced. The services of a design consulting firm are required to complete this work. TIMING CONCERNS Constructing the new facilities in advance of the proposed development will allow more space for construction staging and have less community impacts. The surrounding property owner is planning to begin construction in early 2020. To reduce delays for the proposed development, the preliminary design and permitting of this project will begin during the current property negotiations. The Sanitation District will not proceed into project final design until the property negotiations are complete. RAMIFICATIONS OF NOT TAKING ACTION The pump station would need to be rehabilitated in place and the force mains would require a different alignment to cross the Newport Back Bay channel. The existing pump station would be surrounded by a three-story, mixed-use development. Limited access for maintenance personnel and an increase in odor complaints would become problematic. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, on June 6, 2017. The following Page 2 d 5 evaluation criterion were described in the Request for Proposals (RFP) and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 35% Related Project Experience 25% Project Team and Staff Qualifications 40% Five proposals were received on July 18, 2017. A pre-selected Evaluation Team consisting of the following Sanitation District staff reviewed the proposals. Adam Nazaroff CIP Project Manager Don Stokes Maintenance Superintendent William Cassidy Engineering Supervisor Michael Dorman Engineering Manager Raul Cuellar Engineering Supervisor The Evaluation Team reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Board of Directors' Ordinance No. OCSD47 (Purchasing Ordinance). Three additional representatives participated in the evaluation process as non-voting members; two from the Contracts Administration Division and one from Engineering. Following scoring by the Evaluation Team, it was deemed that interviews were necessary to determine the top proposer. Three proposers were selected for interviews. The two proposers not selected for the interview (Lee & Ro and Stantec) demonstrated a lower ranking with a natural break. Based on the ranking shown below, Arcadis was selected as the most qualified consultant. Consultant Arcadis Carollo Hazen Evaluator Evaluator 2 1 3 Evaluator 2 2 1 3 Evaluator 3 1 2 3 Evaluator 1 2 3 Evaluator 5 1 2 3 Combined 1 2 3 Ranking Page 3 d 5 Arcadis was selected based on the strength of their team experience and their presentation of a well-thought-out approach. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted four negotiation meetings with Arcadis to clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed approach to meet the goals and objectives for the project. Original Fee Proposal Negotiated Fee Total Hours 33,830 33,322 Total Fee $7,497,512 $7,136,621 The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit is 5%, which is based on an established formula from the Sanitation District's standard design agreements. Based on the above, staff has determined the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Design Services Agreement to Arcadis. CEQA This Design Contract is exempt from CEQA under the statutory exemption set forth in California Code of Regulations Section 15262. Section 15262 provides that "[a] project involving only feasibility or planning studies for possible future actions" is exempt from CEQA so long as the studies will not have `a legally binding effect on later activities." The Environmental Impact Report(EIR)forthis project is scheduled for consideration and adoption by the Sanitation District Board of Directors in December 2017. The studies performed under this Design Contract will inform and support the analysis contained in the EIR, but they will not have a legally binding effect on later activities such as consideration of the EIR or approval of the project. Thus, the Design Contract is considered a feasibility or type of planning study with no legally binding effect on later activities that is exempt from CEQA under Section 15262. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: Section 8, Page 30 and 2017-18 Budget Update, Page A-7). Page 4 of 5 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Professional Design Services Agreement • Presentation from 10/04/17 Operations Committee meeting (due to file size, included as scanned copy of PowerPoint presentation) AN:dm:gc Page 5 d 5 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 25" day of October, 2017 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and ARCADIS U.S., INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67; and to provide Design services for the replacing of the existing Bay Bridge Pump Station to meet current building, electrical, and safety codes and SANITATION DISTRICT design standards. The Bay Bridge Pump Station associated force mains will also be replaced. The force mains to be replaced extend from Bay Bridge Pump Station to a valve box on the west sided of Upper Newport Bay and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on October 25, 2017 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 1 of 20 B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (30)calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 2 of 20 F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Million One Hundred Thirty-Seven Thousand Dollars ($7,137,000). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Suboonsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum PDSA PROJECT NO. 5-87 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 3 of 20 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 DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment"D"Allowable Direct Costs for payment information. H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 4 of 20 reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/l 04711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 5 of 20 own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or it. The percentage of the work accomplished for each project element. The SANITATION DISTRICT, at its 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 6 of 20 C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 7 of 20 CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 8 of 20 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000)aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 9 of 20 D. AutomotiveNehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Ten Million Dollars ($10,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 10 of 20 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 11 of 20 I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, 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. J. 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. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. 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. M. 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 12 of 20 N. 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. O. 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. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPECHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 13 of 20 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: Adam Nazaroff, Project Manager PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 14 of 20 Notices shall be mailed to CONSULTANT at: ARCADIS U.S., INC. 320 Commerce Suite 200 Irvine, CA 92602 Attention: Harmik Aghanian, PE 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 15 of 20 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the 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. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 16 of 20 Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 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 SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 17 of 20 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: 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. PDSA PROJECT NO. 5-87 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 18 of 20 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 19 of 20 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: ARCADIS U.S., INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Labor Hour Matrix Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Used Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Cost Matrix and Summary Attachment"J" Not Attached Attachment X' Hourly Rate Schedule for Minor Subconsultant Attachment"L" OCSD Safety Standards GVP:yp PDSA PROJECT NO. 5-67 CONFORMED BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT Page 20 of 20 Bay Bridge Pump Station and Force Main Replacement, Project 5-67 F�4 Project Setting 7 Newport Beck Bay t P—P to .,h c a1 1 Sblbn 91e 41 I:' p pc I 3 10/4/2017 Existing Pump Station 50 years old and requires... • New pumps t • Electrical upgrades • Odor control improvements • Safety upgrades • Architectural improvements to accommodate future developments Dual Force Mains Crossing Channel 'n a. Similar age as pump station i�/ • Cannot perform a quality assessment ° due to the location beneath the channel • At the end of their useful life • Require both force mains to convey peak flows • Rest of the force main system downstream was recently replaced under project 5-60. • Highly vulnerable to a sewer spill 2 io/a/zov Proposed Area Developments • Back Bay Landing—Mixed Used Residential • The Irvine Company—High end restaurant BACK CONCEPTUAL SITE PLAN °A.aLANDING 3 10/4/2017 �l� 'fir• f • Y i r Y 1. 4V • �� �� �'w - Off_. •wine cau�err i I Proposed Project • New force mains • New pump station at a new location on the Back Bay Landing property • Modifications to existing gravity feed sewers and force mains • Odor control facilities • Demolition and abandonment of existing pump station and Force Mains 4 Pump Station Layout P, Pump Station to Blend with Adjacent Development jaw a 10/4/2017 Odor Control Innovation will Result in Happy Neighbors fG1,h- ,plosi,a Odor Liquid-phase Treatment t _� 10/4/2017 Arcadis is the Most Qualified Firm • The team was more competent and experienced than the 4 competitors • Project understanding and approach was the best • Overall hours were fair and the lowest • Rates are fair and reasonable �mrn- General Manager's Recommendation A. Approve a Professional Design Services Agreement with Aradis US Inc. to provide engineering design services for the Bay Bridge Pump Station and Farce Main Replacement,Project No.5-67,for an amount not to exceed$7,137,000;and B. Approve a contingency of$713,700(10%). 7 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. io/o4/v io/zs/v AGENDA REPORT emNumber Item Number 9 8 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: OCSD/OCWD JOINT AGREEMENT FOR GWRS FINAL EXPANSION GENERAL MANAGER'S RECOMMENDATION Approve the First Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District. BACKGROUND The Orange County Sanitation District (Sanitation District)and the Orange County Water District (OCWD) have a Joint Exercise of Powers Agreement for the Final Expansion of the Groundwater Replenishment System (GWRS). The GWRS Final Expansion will increase the production capacity from 100 million gallons per day (mgd)to 130 mgd. Secondary effluent from both of the Sanitation District plants is required to support the GWRS Final Expansion. Currently, all the secondary effluent from the Sanitation District's Plant No. 1 is routed to the GWRS. To support the Final Expansion of the GWRS, all reclaimable flow from Plant No. 2 will need to be pumped to the GWRS. Five major construction projects on the Sanitation District property will be necessary to make this possible. Under the Second Amended Agreement, OCWD will be responsible for funding these five projects. The Sanitation District has agreed to design and construct the Headworks Modifications at Plant No. 2 for GWRS Final Expansion and the Plant Water Pump Station Relocation at Plant No. 2. OCWD shall reimburse the Sanitation District for the costs of the design and construction of these two projects. The Sanitation District is currently seeking grant funding for Headworks Modifications at Plant No. 2 for GWRS for Final Expansion. This Amendment provides authorization to the existing Joint Powers Agreement that any grant funds received by the Sanitation District applicable to Headworks Modifications at Plant No. 2 for GWRS Final Expansion shall be deducted from OCWD's reimbursement to the Sanitation District for its costs on the project. RELEVANT STANDARDS • Meet volume and water quality needs to support GWRS System • Support OCWD expansion of GWRS Page 1 of 4 PROBLEM The existing Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the GWRS and Green Acres Project does not address grant funding. PROPOSED SOLUTION Adopt an amendment to the second amended agreement to cover new terms needed for grant funding for the final expansion of the GWRS. TIMING CONCERNS The Sanitation District applied for grant funding from the Federal Bureau of Reclamation in August 2017. RAMIFICATIONS OF NOT TAKING ACTION There would be no memorialized agreement regarding grant funding between the two agencies. PRIOR COMMITTEE/BOARD ACTIONS November2016: Adopted Resolution No. OCSD 16-30 entitled: "A Resolution of the Orange County Board of Directors adopting findings with respect to the California Environmental Quality Act in consideration of the Groundwater Replenishment System Final Program EIR/EIS (FEIR) as augmented by Addendum No. 6 to the FEIR and related actions"; Adopted Resolution No. OCSD 16-31 entitled: "A Resolution of the Orange County Board of Directors adopting findings with respect to the California Environmental Quality Act in consideration of the Orange County Water District Water Production Enhancement Project Initial Study/Mitigated Negative Declaration and related actions"; and Approved the Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project. September 2016: Established a project for Headworks Modifications at Plant No. 2 for GWRS Final Expansion, Project No. P2-122, with a budget of$50,000,000. May 2011: Considered, received, and filed Addendum No. 5 to the Orange County Water District (OCWD) Final Program EIR/EIS Groundwater Replenishment System (GWRS), Modified Page 2 of 4 Phase II Expansion Project, also known and herein referenced as the GWRS Initial Expansion Project; Adopted Resolution No. OCSD 11-06, Adopting Findings with Respect to the California Environmental Quality Act in Consideration of the GWRS Final Program EIR/EIS (FEIR) as Augmented by Addendum No. 5 to the FEIR and Related Actions; Approved Reimbursement Agreement with OCWD entitled "Reimbursement Agreement between the Orange County Water District and the Orange County Sanitation District for Construction of Portions of GWRS Initial Expansion Under the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102," in a form approved by General Counsel, for an estimated amount not to exceed $100,000, to be reimbursed to the Sanitation District; Authorized the General Manager to ratify a change order to the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102, to construct portions of the GWRS Initial Expansion Project for an amount not to exceed $100,000; and Approved a Storage Tanks Lease and License Agreement by and between the Sanitation District and OCWD, for installation of two 7.5-million-gallon storage tanks on the Sanitation District's Plant No. 1 site for$1 per year. April 2010: Approved Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project. January 2009: Adopted Resolution No. 09-01, Supporting the Water District Development of the Initial Expansion of the GWR System. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A Page 3 of 4 ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • First Amendment to Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and the Green Acres Project • Second Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project, dated November 2016 KM:sa:gc Page 4 of 4 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE DEVELOPMENT OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This First Amendment to Second Amended And Restated Joint Exercise Of Powers Agreement For The Development, Operation And Maintenance Of The Groundwater Replenishment System And The Green Acres Project is entered into by and between the Orange County Water District (the"Water District") and the Orange County Sanitation District(the "Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to herein as the "Parties,"and individually referred to as each "Party." This First Amendment shall be effective as of the_day of ,2017. RECITALS WHEREAS, on November 16, 2016,the Water District and the Sanitation District entered into the " Second Amended And Restated Joint Exercise Of Powers Agreement For The Development, Operation And Maintenance Of The Groundwater Replenishment System And The Green Acres Project" ("Agreement'); and WHEREAS,the Sanitation District's Headworks Segregation Project(`Plant 2 Headworks Modifications")is a component required to support final expansion of the Groundwater Replenishment System; and WHEREAS, on August 14, 2017, the Sanitation District applied for funding in the form of a grant from the Federal Bureau of Reclamation to aid in the design and construction of the Plant 2 Headworks Modifications; and WHEREAS,the Agreement requires the Water District to reimburse the Sanitation District for its cost to design and construct the Plant 2 Headworks Modifications, and the Sanitation District intends to reduce the Water District's required reimbursement by the amount of any grant funding applicable to the Plant 2 Headworks Modifications obtained by the Sanitation District. NOW,THEREFORE,the Parties agree to amend the Waste Water Interceptor Capacity Agreement as follows: AGREEMENT 1. The Recitals above are deemed true and correct, are hereby incorporated in this Amendment as though fully set forth herein, and the Parties acknowledge and agree that they are bound by the same. 2. Section II,paragraph 3 of the Agreement is amended and restated in its entirety as follows: 1268639.1 3. Plant 2 Headworks Modifications Project. The Sanitation District shall plan, design and construct the Plant 2 Headworks Modifications project as described in Exhibit B. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Headworks Modifications prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning,designing, and constructing the Project. Without limiting the foregoing, the Water District shall reimburse the Sanitation District for the costs of the design contract(s), the construction contract(s), and Sanitation District staff time spent on the project (total salary and benefits,pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly, which the Water District shall pay within 60 days of receipt. Should the Sanitation District successfully obtain grant funds applicable to the Plant 2 Headworks Modifications project,the Water District's reimbursement(s)to the Sanitation District for its cost of the design contract(s),the construction contract(s), and staff time spent on the project shall be reduced by the amount(s) of grant funds received by the Sanitation District for the project 3. Except as expressly provided herein,this First Amendment does not modify the Agreement. 4. This First Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this First Amendment to be signed by the duly authorized representatives as of the day and yen last signed below. Orange County Sanitation District Orange County Water District Chairman,Board of Directors Date President,Board of Directors Date Clerk of the Bond Date Clerk of the Bond Date Approved as to Form: Approved as to Form: Bradley R. Begin,General Counsel Joel Kuperberg,General Counsel 1268639.1 l SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS DA/G*41 AGREEMENT FOR THE DEVELOPMENT,OPERATION AND MAINTENANCE OF THE GROUNDWATER REPLENISHMENT SYSTEM AND THE GREEN ACRES PROJECT This Second Amended and Restated Joint Exercise of Powers Agreement for the Development,Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project("Agreement") is made and entered into between the Orange County Water District(the"Water District")and the Orange County Sanitation District(the"Sanitation District"). The Water District and the Sanitation District are sometimes collectively referred to in this Agreement as the"Parties,"and ind' [dually referred to as each "Party."' The Agreement shall be effective as of the fa day of W, 2016. RECITALS This Agreement is based on the following facts, mutual understandings and intentions of the Parties: A. The Parties entered into an agreement dated November 12,2002 entitled"Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project"("Original 2002 Agreement"). The Original 2002 Agreement sets forth (1)certain rights and obligations relating to the planning, design, construction, operation, and maintenance of the Groundwater Replenishment System("System"), and(2)certain rights and obligations relating to the operation of the Green Acres Project and the Water District's sale of Reclaimed Water to the Sanitation District. The Parties amended the 2002 Agreement on October 15, 2003 and April 26, 2006. (The Original 2002 Agreement, as amended on October 15,2003 and April 26,2006,is hereinafter referred to as the"2002 Agreement"). B. The Parties entered into an agreement dated March 5,2010 entitled"Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project"("2010 Agreement"). The 2010 Agreement provided for the Initial Expansion of the System from 70 million gallons per day("mgd")to 100 mgd. C. Pursuant to the 2002 Agreement and the 2010 Agreement,the Panics have planned,designed,and constructed the System. The System commenced operation on January 10, 2008,and has operated continuously since that date. The Patties have received numerous awards from regional, national, and international bodies for their pioneering work in the planning,design, construction,and operation of the System. D. The Water District is planning to further expand the System,at its own expense, by expanding the production capacity of the Advanced Water Treatment Facilities(AWTF)and related post-treatment facilities (the"AWTF Final Expansion"). As currently planned, the AWTF Final Expansion will increase the System's production capacity from 100 mgd to 130 ' Unless otherwise required by the context in which any defined term appears, capitalized terms shall have the meanings specified in Exhibit A hereto. 1 1201758.1 mgd. The AWTF Final Expansion is estimated to cost approximately one hundred and thirty million dollars($130,000,000). E. In order to produce 130 mgd of Product Water after the AWTF Final Expansion is complete,the Water District will require up to 175 mgd of Specification Influent from the Sanitation District. Currently,the Sanitation District provides up to 135 mgd of Specification Influent to the Water District, all of it from the Sanitation District's wastewater treatment facility designated m"Plant L" Based on current flows and flow projections, specification water from the Sanitation District's wastewater treatment facility designated as"Plant 2"will need to be made available to the AWTF. Five major construction projects on Sanitation District property will be necessary to make this possible: (i)the Plant 2 Headworks Modifications project, at an estimated cost of thirty eight-million dollars($38,000,000);(it) the Plant 2 Effluent Pump Station project,at an estimated cost of eighteen million dollars($18,000,000); (iii)the Plant 2 Flow Equalization Tank project,at an estimated cost of twenty-three million dollars ($23,000,000); (iv)the 66"Interplant Pipe Rehabilitation project,at an estimated cost of thirty- seven million dollars($37,000,000);and(v)the Plant Water Pump Station Replacement,which is part of the Ocean Outfall System Rehabilitation Project J-117,at an estimated cost of twelve million dollars(S 12,000,000). These projects are described in more detail in Exhibit"B" attached hereto. The Water District is willing to fund the design and construction of these five projects, in addition to the AWTF Final Expansion,under the terms and conditions set forth in this Agreement. F. The Sanitation District shall,at its own expense,(i)construct those portions of the Ocean Outfall System Rehabilitation Project J-117 that will replace portions of the Ocean Outfall Booster Station pumping system with a low flow pump station,and (ii)reconfigure the piping at the Plant 2 primary and secondary facilities to allow segregation of non-reclaimable and less desirable wastewater streams from those streams that will ultimately be treated by the System. These projects are currently in the Sanitation District's Capital Improvement Program and will continue to be funded from that source. G. The Water District uses the System's product water to replenish the Orange County Groundwater Basin,which provides potable water to over 2.4 million people in central and northern Orange County. Portions of the Basin,known as the"North Basin"and"South Basin", are contaminated with volatile organic compounds. The Water District operates extraction wells in the North Basin and South Basin to remove contaminated groundwater. Pursuant to the terms set forth in this Agreement,the Parties desire to increase the amount of wastewater available to the System by transferring contaminated groundwater extracted from the North Basin and South Basin to the Sanitation District for treatment and reuse. H. This Agreement is intended to replace and supersede the 2002 Agreement and the 2010 Agreement,and provide a complete expression of the Parties' respective rights and responsibilities related to the System. At the same time, the Parties acknowledge that(i)the Water District's covenants under this Agreement are supported by, among other consideration, all of the Sanitation District's covenants in the 2002 Agreement,the 2010 Agreement,and herein,(ii)the Sanitation District's covenants under this Agreement are supported by,among other consideration,all of the Water District's covenants in the 2002 Agreement,the 2010 Agreement, and herein. 1. The Sanitation District's substantial investment in the System provides the Sanitation District with a reliable outlet to dispose of more than one hundred(100)mgd of 2 1201758 1 secondary treated wastewater for certain periods. This allows the Sanitation District to delay and possibly eliminate a planned second ocean outfall, needed primarily to dispose of peak flows. J. This Agreement,m did the 2002 Agreement and the 2010 Agreement,provides for the planning, design,construction and operation of the System by the joint venture of the Parties. This Agreement is a Joint Powers Agreement within the meaning of Government Code Sections 6500,et seq. Pursuant to this Agreement, the Parties intend to jointly exercise powers common to them. The Parties possess, inter alia,the following common powers and authority: (1) The power and authority to construct,operate and maintain facilities,pipelines, other conduits, machinery,and other works to conserve,reclaim,purify,treat,transport or otherwise manage and put to beneficial use water that was recovered from operation of a sewerage system; (2) The power and authority to discharge water so as to replenish the underground basin and other natural water resources;and (3)The power and authority to acquire real and personal property, within or without the Parties'boundaries,as necessary or convenient for the full exercise of their respective powers. The method by which the Parties intend to jointly exercise these powers is set forth in this Agreement. This Agreement is also intended to set forth the terms and conditions governing (1) the Sanitation District's provision of secondary treated wastewater to the Water District for the Green Acres Project,and(2)the Water District's provision of tertiary treated water to the Sanitation District. AGREEMENT NOW,THEREFORE, in consideration of the foregoing facts recited and the mutual goals and objectives contained herein,the Parties agree as follows: I. Existing Agreements. 1. This Agreement shall replace and supersede the 2002 Agreement and the 2010 Agreement. It. Planning,Design,and Construction. 2. AWTF Final Expansion. The Water District shall,at its own expense,plan, design, and construct the AWTF Final Expansion as described in Exhibit A. 3. Plant 2 Headworks Modifications Project. The Sanitation District shall plan, design and construct the Plant 2 Headworks Modifications project as described in Exhibit B. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Headworks Modifications prior to its finalization and approval by the Sanitation District. The Sanitation District will provide any necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning,designing, and constructing the Project. Without limiting the foregoing,the Water District shall reimburse the Sanitation District for the costs of 3 1201758.1 the design contract(s),the construction contract(s), and Sanitation District staff time spent on the project(total salary and benefits, pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly, which the Water District shall pay within 60 days of receipt. 4. Plant 2 Plant Water Pump Station Relocation Proiect. The Sanitation District shall plan, design and construct the relocation of the Plant 2 Plant Water Pump Station project as described in Exhibit B. This project shall be constructed as a part of existing project Ocean Outfall System Rehabilitation, Project J-117 for efficiency and coordination purposes. The Sanitation District shall meet and confer with the Water District regarding the design of the Plant 2 Plant Water Pump Station Relocation prior to its finalization and approval by the Sanitation District. The Sanitation District will provide my necessary support and assistance to the Water District in its efforts to obtain loans and grants to fund this project. The Water District shall reimburse the Sanitation District for the costs of planning, designing,and constructing the Project. Without limiting the foregoing,the Water District shall reimburse the Sanitation District for the costs of the design contract(s),the construction contract(s),and Sanitation District staff time spent on the project(total salary and benefits,pro-rated based on hours worked). The Sanitation District shall send an invoice to the Water District quarterly, which the Water District shall pay within 60 days of receipt. 5. Other Proiects. The Water District shall plan,design, and construct,at its own expense,the Plant 2 Effluent Pump Station project, the Plant 2 Flow Equalization Tank project, and the 66"Interplant Pipe Rehabilitation project, all as described in Exhibit B. The Water District shall meet and confer with the Sanitation District regarding the design of these facilities prior to the finalization and approval of the design of these facilities. 6. CEOA Review. The Parties acknowledge that the Water District has assumed the role of the lead agency under the California Environmental Quality Act("CEQA") for this Agreement and the construction and operation of the AWTF Final Expansion, the Plant 2 Headworks Modifications project, the Plant 2 Plant Water Pump Station Relocation project, the Plant 2 Effluent Pump Station project,the Plant 2 Flow Equalization Tank project,and the 66" Interplant Pipe Rehabilitation project,and at its expense has taken all actions required by CEQA for the construction and operation of these facilities,and the System. III. Ownership of Interests 7. Water District's Property Ownerships. Except as otherwise set forth herein or by separate instrument executed by the Parties, the Water District shall hold title to and own all System facilities, including the AWTF, the Initial Expansion facilities and the Final Expansion Facilities,that are located within the boundaries of the Water District's property. In addition,the Water District shall hold title to and own the Plant 2 Effluent Pump Station Project,the Plant 2 Flow Equalization Tank Project,and the 66"Interplant Pipe Rehabilitation Project within the boundaries of the Sanitation District's property. In addition,the parties acknowledge that Water District holds title to and owns the previously-constructed GWR Pipeline and ancillary and related facilities, including water percolation facilities, seawater intrusion barrier injection wells, and transmission pipeline facilities to deliver the GWRS water to the Water District's seawater intrusion barrier injection wells. The Water District also holds title to and owns all easements and rights-of-way obtained or to be obtained for the installation, operation and maintenance of all System facilities. 4 1201758.1 8. Sanitation District Property Ownerships. Except as otherwise set forth herein or by separate instrument executed by the Parties,the Sanitation District shall hold title to and own all Sanitation District facilities located within the Sanitation District's property that treat and transmit wastewater to the Water District as Specification Influent. 9. Ownership of Wastewater The Sanitation District shall hold title to and own all wastewater treated at the Sanitation District's property, including the rights to wastewater generated outside of the boundaries of the Water District,up to the point of delivery of such wastewater as Specification Influent to the Water District. 10.Ownership of GWRS Water. The Water District shall hold title to and own all Specification Influent received from the Sanitation District,and all rights to the GWRS Water produced by the System. Transfer of title to the secondary effluent shall pass from the Sanitation District to the Water District within the Secondary Effluent Junction Box No. 6(SEJB6), shown on Exhibit C attached hereto at Plant I or at the discharge of the Plant 2 Effluent Pump Station. Any revenues derived from the use or sale of GWRS Water that is not set forth in this Agreement shall be the sole property of the Water District. 11. Lease of Sanitation District Property by the Water District. 11.1. Reverse Osmosis Building Property. The Sanitation District shall continue to lease to the Water District the property described on Exhibit"D"attached hereto. During the term of the lease,the Water District shall use the leased property for System-related purposes. As the landlord and property owner, the Sanitation District shall assist the Water District in obtaining any permits or approvals that the Water District may seek from governmental agencies in connection with the construction and operation of the AWT Facilities,the influent screening facilities, the landscaping and associated piping on the leased property. Upon the Water District's request, the Sanitation District shall file or cause to be filed any application,documentation or information necessary to obtain such permits or governmental approvals. 11.2. Specified Plant 2 Property. The Sanitation District shall lease to the Water District two parcels totaling approximately 1.5 acres of property as described on Exhibit"E" attached hereto. During the tern of the lease,the Water District shall use the leased property for construction,operation and maintenance of the Plant 2 Effluent Pump Station project and the Plant 2 Flow Equalization Tank project. The Sanitation District may terminate the lease at any time upon five(5)years' notice to the Water District, if the Sanitation District determines that it requires the use of the Plant 2 Property. Upon termination of the lease, the Water District shall be responsible for removing the improvements and restoring the property to the original condition. As the landlord and property owner,the Sanitation District shall assist the Water District in obtaining any permits or approvals that the Water District may seek from governmental agencies in connection with the construction and operation of the Plant 2 Effluent Pump Station project, the Plant 2 Flow Equalization project, and the 66"Interplant Pipe Rehabilitation project. Upon the Water District's request,the Sanitation District shall file or cause to be filed any application,documentation or information necessary to obtain such permits or governmental approvals. 11.3. Lease of Property—Plant 1 Storage Tanks. The Sanitation District shall continue to lease to the Water District the property on which the two 7.5-million-gallon storage tanks are located as shown in Exhibit"D"attached hereto. The Sanitation District may terminate the lease at any time upon five(5) years' notice to the Water District, if the Sanitation District 5 1201758.1 determines that it requires the storage tank property for Sanitation District plant upgrades. The Water District shall be responsible for removal of the tanks and restoring the site to the original condition. 11.4. Rent. The total rent for all property leased to the Water District pursuant to this Section I I shall be Ten Dollars($10.00) for the term of this Agreement. The Parties acknowledge that the Water District has paid such rent to the Sanitation District concurrently with the execution and delivery of this Agreement. The rent is set at the nominal sum of ten dollars IS 10.00)because the Sanitation District has, and will continue to,otherwise receive adequate and substantial consideration from the Water District under this Agreement, the 2002 Agreement, and the 2010 Agreement. 12. Entrance on the Sanitation District's Provertv. The Sanitation District hereby grants to the Water District, its employees,consultants, contractors,sub-contractors and designated agents and representatives,a license to enter upon, occupy, and use one of the Sanitation District's entrances,to be selected by the Sanitation District in its reasonable judgment, for employee access and deliveries associated with the construction, operation and maintenance of the System, including delivery of chemicals and other materials. In no event, however, shall access for construction workers be permitted at the Sanitation District's main entrance located on Ellis Avenue. The term of the license shall begin upon execution of this Agreement and continue until this Agreement expires or is terminated. 13. Interolant Effluent Line. The Sanitation District hereby grants to the Water District an easement and right of way for the Sanitation District-owned 66" Interplant Pipe from the Effluent Junction Box (EJB)at Plant 1 to the Ocean Outfall Booster Station(OOBS)wetwell at Plant 2 for use as a Specification Influent transfer pipeline only from Plant 2 to the AWTF. The easement and right-of-way is described on Exhibit F attached hereto. The easement and right of way shall terminate upon termination of this Agreement. Notwithstanding the foregoing, however, if the Sanitation District determines that it requires the use of the property, it may notify the Water District of that fact. In the event of such notice, the Water District may either (1) relinquish its easement and right-of-way and discontinue using the easement and right-of-way for the 66" Interplant Pipe, or(2)pay fifty percent(50%)of the cost of a new pipeline and right of way to meet the Sanitation District's alternate need for the pipeline or right of way. The Water District shall be responsible for removal of the improvements and restoring the site to the original condition when vacated. IV. Operation and Maintenance. A. The Water District's Operations and Maintenance Obligations. 14. Water District Oocration and Maintenance. The Water District shall,at its sole cost and expense,provide,or cause to be provided, all tools,equipment, vehicles, materials, supplies and qualified personnel necessary to operate and maintain the screening facilities located on Sanitation District property, feed pipelines to the AWT Facilities located on Sanitation District property, the AWT Facilities, the GWR Pipeline,the GAP Influent Pump Station, the seawater barrier injection wells, the Plant 2 Effluent Pump Station,the Plant 2 Flow Equalization Tank,the 66" Interplant Pipe Rehabilitation,and all other System facilities constructed within Plant 2 pursuant to this Agreement except the Plant 2 Headworks and Plant Water Pump Station facilities.Notwithstanding the foregoing, the Water District shall not be obligated to operate and maintain the Sanitation District's trickling filters, Steve Anderson Lift 6 1201758 1 Station,or related diversion facilities within Sanitation District property. The Sanitation District hereby transfers ownership,operation and maintenance responsibilities for the Plant I trickling filter meter,valves, vault, and appurtenances on the Sanitation District property to the Water District,excluding the underlying property rights, as part of this Agreement. These transferred facilities become subject to the same rights and responsibilities of the other Water District facilities on Sanitation District property. 15. Operation of System Facilities. At its sole cost,the Water District shall own, operate and maintain the AWT Facilities, the Green Acres Project,the Plant 2 Effluent Pump Station, the Plant 2 Flow Equalization Tank, and the 66"Interplant Pipe Rehabilitation project. The Water District shall use its best efforts to operate the AWT Facilities without total plant shutdowns except for scheduled maintenance, suspension or shutdown mandated by a regulatory agency,or conditions outside of the reasonable control of the Water District; and Water District will use its best efforts to provide 48 hours written notice to the Sanitation District and obtain receipt of the Sanitation District's concurrence prior to any shutdown. In the event of a dispute, the Parties shall exercise the procedures described in Section 50. In the event the groundwater basin is unable to receive the Product Water from the treatment of Specification Influent, the Water District shall maintain the permitting necessary to discharge up to 100 mgd into the Santa Ana River as an outlet for Sanitation District flow consistent with Recital I. 16.Acceptance of Non-Specification Influent. The Water District shall use its best efforts to accept secondary treated wastewater from the Sanitation District that does not meet the standards for Specification Influent, in the event the Specification Influent becomes unavailable due to unforeseen circumstances not reasonably anticipated by the Sanitation District. Notwithstanding the foregoing, the Water District may reject and refuse to accept any wastewater not meeting the standards for Specification Influent if the Water District reasonably determines either that such wastewater not meeting the standards for Specification Influent may cause substantial damage to the AWT Facilities or other System facilities, or that the Water District is unable to treat and dispose of such wastewater in compliance with applicable law and the permits and approvals governing the use of System Water. 17. Acceptance of Peak Flows. The Water District shall routinely operate all System components,and otherwise maintain all System components in a state of readiness, so the System will be able to accept Peak Flows of Specification Influent. The Water District shall accept Peak Flows of Specification Influent from the Sanitation District. Notwithstanding the foregoing, if the Sanitation District's General Manager or designee agrees in advance in writing, the Water District may temporarily reduce the System's capability to accept Peak Flows of Specification Influent. The Sanitation District's General Manager or designee must approve in writing both the amount and duration of any such reduction in capability. 18. Electrical Power Supply. Throughout the life of the System, the Water District shall ensure a reliable source of electrical power to preclude disruption of System operations by securing and maintaining two independent 66-kV lines from Southern California Edison, or by securing and maintaining an alternative,equally reliable type,system or provider of electrical service. The Sanitation District shall supply electrical power for the operation of the Plant 2 Effluent Pump Station and the Plant 2 Flow Equalization Tank. The Water District shall reimburse the cost of power to the Sanitation District at the Sanitation District's current cost from Southern California Edison. 7 1201758.1 19. Sodium Hvpochlorite Supply. The Sanitation District shall add sodium hypochlorite to its Plant 1 secondary effluent and/or Plant 2 secondary effluent on an as-needed basis as determined by the Water District. The Water District shall reimburse the cost of the chemical used to the Sanitation District at the Sanitation District's current cost from its supplier. 20. Fiber Optic Cables. The Sanitation District shall install up to 12 fibers within an existing fiber optic conduit extending from Sanitation District Plant I to Plant 2 for the Water District's facilities to be constructed at the Sanitation District's Plant 2. The Water District shall reimburse the construction cost for this work to the Sanitation District. The Water District shall install fiber optic conduit and fibers at Plant I to connect from the existing conduit line to the Microfiltration Screening Building. 21. Reclaimed Water Service to the Sanitation District. The Water District shall continue to deliver to the Sanitation District, at no cost to the Sanitation District,up to 1,120 acre feet per year of reclaimed water from the Green Acres Project. The Water District shall provide the Reclaimed Water at an average flow of I MGD and a pressure of no less than 105 pounds per square inch gauge(PSIG). The Water District may suspend deliveries of reclaimed water from the Green Acres Project on 30 minutes advance notice if the secondary treated wastewater received from the Sanitation District does not meet the standards for Specification Influent. The Sanitation District may purchase additional Reclaimed Water from the Water District,in excess of 1,120 acre feet per year.The rate of any additional purchase of water shall be one hundred and seventy-four dollars and twenty cents($174.20)per acre-foot for Reclaimed Water. For all Reclaimed Water delivered, this rate shall be adjusted annually on June 30 by the lower of(i) the change in the U.S. Consumer Price Index for Los Angeles—Riverside—Orange County for the preceding year or(ii)2.5%. In fulfilling its obligations under this Section 19, the Parties anticipate that the Water District will generally use Reclaimed Water from the Green Acres Project. In the event that Reclaimed Water from the Green Acres Project is not available, the Water District shall provide substitute water from another source. 22. Meterine.Measurement of Flows and Invoices. The Sanitation District agrees that at the Sanitation District's locations where Reclaimed Water is used exclusively, the Water District, at its own expense,shall provide a control valve(or valves)and a meter for the purpose of measuring the quantity of Reclaimed Water delivered under the terms of this Agreement. The Sanitation District acknowledges and agrees that the Water District may access and read the Reclaimed Water service meter(s)and record Reclaimed Water usage for the Sanitation District on a monthly basis. The Sanitation District shall provide all necessary assistance to the Water District in gaining access to the service meters)to take readings. The Water District shall pay the City of Fountain Valley and/or Huntington Beach any meter reading charges mandated by either City. 23. Water Quality Monitorine. The Water District and the Sanitation District shall establish, implement and maintain a written water quality monitoring program for the following: (a) the wastewater delivered from the Sanitation District to the Water District pursuant to Section 35 of this Agreement; (b)the waste streams discharged from the AWT Facilities and the Green Acres Project and delivered to the Sanitation District pursuant to Section 38 of this Agreement; and(c) the Reclaimed Water that the Water District will deliver to the Sanitation District pursuant to Section 19 of this Agreement. The monitoring program shall include daily turbidity samples for all brine wastes. 8 1201758.1 24. System Staff and Contractors. The Water District shall recruit, select, employ, and supervise all staff employees and/or contractors retained to provide services for the operation and maintenance of the System, including but not limited to any regular fulltime, temporary, part-time or limited term employees. 25. System Modifications. During operation of the System, the Water District shall not modify,either temporarily or permanently, any aspect of the System that would impair the System's ability to accept Specification Influent in the amounts required by this Agreement. 26. Groundwater Cleanup Proiects. The Water District shall construct,operate, and maintain,at its sole expense, gravity-feed pipelines from the Water District's North Basin and South Basin extraction wells to the Sanitation District's trunk sewer collection system. The Sanitation District, in its sole discretion, shall determine the point or points of connection. The Water District may use these pipelines to transfer up to 5 mgd of extracted water from the extraction wells to the Sanitation District for treatment by the Sanitation District. The Sanitation District, in its sole discretion, shall direct the Water District to limit or cease discharge during wet weather events. The discharge shall comply with all applicable regulatory requirements of the Sanitation District's source control program, including but not limited to the Local Limits on contaminant concentrations. Before commencing discharge,the Water District shall apply for and comply with the Sanitation District's Special Purpose Discharge Permit for the discharge. The cost for said discharge shall be accrued per the Sanitation District's fee schedule until such time as the Water District recovers costs from one or more financially responsible parties. The Water District shall notify the Sanitation District when funds are recovered from financially responsible parties. The Sanitation District shall invoice the Water District for all accrued charges when the Water District recovers funds from one or more financially responsible parties. 27. NPDES Permit. The Water District shall maintain a valid National Pollutant Discharge Elimination System("NPDES")permit authorizing the discharge of treated water from the System to the receiving waters of the State of California. The Water District shall,at its sole cost and expense,(a)defend any regulatory or citizen enforcement actions that may arise out of alleged violations of the NPDES permit caused by operation of the System,except to the extent such actions result from the receipt of non-Specification Influent from the Sanitation District and(b)pay any fines or civil penalties levied as a result of any such enforcement actions and/or any amounts tendered in settlement of such enforcement actions. To the extent such actions result from the receipt of non-Specification Influent from the Sanitation District,the Sanitation District shall,at its sole cost and expense, (a)defend such actions, and (b)pay any fines or penalties levied as a result of such actions and/or any amounts tendered in settlement of such actions. 28. Water Reclamation Permit. The Water District shall maintain a valid Water Reclamation Permit from the California Regional Water Quality Control Board—Santa Ana Region, authorizing the treatment and reuse of the System's water. 29. Security—Water District Responsibilities. The Water District shall (i) increase the height of the interior perimeter wall surrounding the GWRS facilities to a consistent height of at least eight(8) feet; (ii)post a BSIS licensed security guard at the Water District's Ward Avenue Security Booth during normal operating hours; (iii)The security guard shall control access to GWRS facility by checking visitors and employee identifications and checking in vehicles entering the facilities. This include daily access control operations for employees and visitors during normal business hours; (iv)The security guard will maintain overall security and 9 1201758 1 protection for personnel,the Water District property and the GWRS facility;and(v)Visitors shall present a valid, government issued photographic identification(e.g.,driver's license, military ID card or an agency produced access badge)when checking in with the security officer at the Ward Avenue Security Booth. 30. Stormwater Management. Sanitation District's Plant 2 property leased to the Water District as well as the Plant I leased area for the Storage Tanks shall be regulated under Sanitation District's NPDES Ocean Discharge Permit obligations for Stormwater, which require that all water must be collected and treated and not allowed to discharge offsite or into a non- Sanitation District water conveyance system. The Water District shall construct and maintain their facilities in these areas to comply with the requirements of the Sanitation District's then current On-Site Stormwater Management Plan. All other Plant 1 property leased to the Water District that drains to a Municipal Separate Storm Sewer System shall be regulated under the Water District's Industrial Permit obligations and is not regulated by Sanitation District's On- Site Stormwater Management Plan. 31. Regulatory Reporting. The Water District shall have sole responsibility for preparing and filing all reports in connection with the System that may be required by applicable laws and/or regulatory agencies. The Sanitation District shall provide such information as necessary for the preparation of such reports as may be reasonably requested by the Water District. 32. Monthly and Annual Reports. The Water District shall submit to the Sanitation District all monthly and annual reports prepared by the Water District summarizing the System's operation and maintenance activities. The Water District shall also provide all other written reports prepared by the Water District regarding System management,operation,maintenance, asset management, and repair and long-term rehabilitation or replacement as the Sanitation District may reasonably request from time to time. 33. Annual Budgets. The Water District shall prepare and present its annual budgets for the System's operation and maintenance and capital expenditures at the annual GWRS Steering Committee meeting in April. 34. Compliance with Laws. In operating, managing, maintaining and repairing the System's facilities, the Water District shall comply with the requirements of all permits and licenses and all applicable federal, state and local statutes,ordinances, rules and regulations governing the operation and maintenance of the System. a. The Sanitation District's Operations and Maintenance Obligations. 35. Delivery and Ouality of Wastewater. The Sanitation District shall offer to the Water District, and the Water District shall have a right of first refusal for, 175 mgd of Specification Influent from Plant I and Plant 2 at no cost to the Water District, for treatment in the System and the Green Acres Project, as long as sufficient wastewater flow is available. The Sanitation District shall use its best efforts to maximize the amount of Specification Influent available for the System. The Sanitation District shall also use its best efforts to bypass lower quality wastewater where possible to the Sanitation's District Plant 2 where a separate treatment train is available to treat wastewater undesirable for the System. The"quality"of wastewater for purposes of this Section 35 is based on those factors that adversely affect the performance of the System or Green Acres Project,such as total dissolved solids, total organic carbon,N- 10 12m 7sx.i nitrosodimethylamine,turbidity, suspended solids and 1,4-Dioxane. The Parties acknowledge that,during peak weather events(as determined by the Sanitation District in its sole discretion), the Sanitation District may not be able to provide any Specification Influent from Plant 2 to the Water District,as the treatment capacity at Plant 2 will be fully utilized for storm flows. The Sanitation District shall confer with the Water District if the Sanitation District intends to make a major change in the source of wastewater, future planning,operations or chemical use at least thirty(30)days before such a change. 36. Costs of Specification Influent. The Sanitation District shall pay all capital, operations and maintenance costs of providing Specification Influent to the Water District at Plant 1 or Plant 2 pursuant to Section 35. 37. Industrial Pretreatment and Pollution Source Control Program. The Sanitation District shall maintain a comprehensive industrial wastewater pretreatment and pollutant source control program for controlling the discharge of wastes from point sources that could adversely affect the System's water quality or production. The Sanitation District shall comply with all applicable legal requirements with respect to its source water control program. 38. Accentance of Waste Streams to be Discharged to the Sanitation District. The Sanitation District shall,at no charge to the Water District,accept all waste streams discharged from the AWT Facilities and the Green Acres Project. The discharge shall meet all standards specified in the Sanitation District's Wastewater Discharge Ordinance. 39. Compliance with Laws. In operating, managing,maintaining and repairing the facilities to provide Specification Influent to the Water District, the Sanitation District shall comply with the requirements of all permits and licenses and all applicable federal, state and local statutes,ordinances, rules and regulations governing the operation and maintenance of such facilities. C. Joint Operations and Maintenance Obligations. 40. Ownership of Green Acres Proiect Reclaimed Water Facilities. The Sanitation District shall own,operate and maintain at its own expense all wastewater treatment facilities that lie within the boundaries of the Sanitation District's two plants,specifically excluding the Water District's pump station at Plant I and metering facilities at the Sanitation District's Plant 2. The Water District shall own, operate and maintain at its own expense all other reclaimed water facilities that are part of the Green Acres Project, or in the future are operated by the Water District to produce Reclaimed Water under the Green Acres Project. 41. Costs of Addressing Newly Discovered Contaminants. The Parties acknowledge that the AWT Facilities are designed to remove N-nitrosodimethylamine and 1,4-doxane from Specification Influent based upon maximum allowable influent concentrations. In the event that, in the future,any Newly Discovered Contaminants are identified in the Specification Influent that require removal to meet System standards, the Water District and the Sanitation District will meet and confer in good faith regarding(a)the appropriate type of source control and/or water treatment needed to address the Newly Discovered Contaminants;(b)the appropriate sharing of costs for the construction and operation of any necessary treatment facilities; and/or(c)the development and implementation of additional source control strategies. I I 120175N.1 42. Further Conditioning or Treatment of Waste Streams to be Discharged to the Sanitation District. If the Sanitation District's outfall NPDES permit requires conditioning or further treatment of waste streams accepted from the Water District by the Sanitation District pursuant to Section 38 before it can be discharged to the Sanitation District's facilities,the Parties shall meet and confer regarding(a)the appropriate type of conditioning or further treatment,and(b)the appropriate arrangement for sharing the capital and operating costs of conditioning or further treatment. 43. Specification Influent from the two plants. The Sanitation District and the Water District agree to meet and confer regarding the ratio of Specification Influent from the two plants to the AWTF for the GWRS Final Expansion.The Sanitation District's Plant 2 effluent is the most cost efficient treatment system for the Sanitation District. However,the water quality from the Sanitation District's Plant 2 effluent is predicted to increase operational and maintenance costs for the Water District's AWTF system due to the higher concentrations of total dissolved solids, turbidity, ammonia,and suspended solids. The Parties shall therefore meet to ensure a mutually beneficial ratio of Specification Influent from the two plants,when possible, for optimal efficiencies through both facilities. 44. Other Costs. In the event that new quality or quantity discharge requirements are imposed by law or regulation that increase the cost to either Party to perform its obligations under this Agreement,the Parties shall meet to determine the most effective method of addressing such requirements. If the Parties cannot agree, any dispute will be resolved pursuant to Section 50. The cost of addressing such requirements shall be shared equally by the Parties. 45. Security—Joint Obligations. The Sanitation District shall comply with any and all security provisions adopted or instituted by the Water District with respect to access into and across Water District property. Likewise, the Water District shall comply with any and all security provisions adopted or instituted by the Sanitation District,with respect to access into and across Sanitation District property. The Water District agrees to place a security guard at the Water District's gate during normal operating hours;and pay for 20%of the Sanitation District's patrol car surveillance contract that shall include patrol car surveillance of the Water District's facilities. Also, the Sanitation District and the Water District agree to conduct ajoint security vulnerability assessment of the joint campus every five(5)years,or sooner,based on changing circumstances and knowledge of a threat. The main purpose of the assessment is to analyze any security vulnerabilities and recommend cost effective security measures. This includes ensuring that persons at the site(employees,vendors, public, etc.)are made aware of acceptable paths of travels, emergency contact information,and general access provisions and restrictions. 46. Insurance. Each Party shall furnish and maintain the following insurance coverage,provided that such coverage is available on commercially reasonable tents: (a) Workers' In accordance with the Compensation Workers' Compensation Act of the State of California—Minimum of$1,000,000 (b)Public Liability,in $2,000,000 Combined Single the form of either Comprehensive Limit per occurrence, with$5,000,000 12 1201758A General Liability or Commercial aggregate for bodily injury,death and Liability written on a per- property damage occurrence basis (c)Automobile $1,000,000 combined single Liability, including non-owned and limit per occurrence hired vehicles (d) Casualty,to protect Replacement value against fire, flood, earthquake and other hazards Each Party shall name the other Party as an additional named insured on all of the above listed policies(other than Worker's Compensation and Casualty insurance). Each Party shall furnish certificates of insurance showing coverage to the other Party. Where a Party, by its Board of Directors approval,has elected to partially or fully self-insure any of the above required coverages,it shall provide to the other Party all the relevant written policies and actions to establish said programs. 47. Independent Contractor Status. The Parties agree that, in operating and an maintaining the System,the Water District is, d shall be, acting at all times as an independent contractor, and all employees of the Water District are solely employees of the Water District and not the agents or employees of the Sanitation District. The Parties further agree that, in operating and maintaining the facilities to provide Specification Influent to the System,the Sanitation District is, and shall be, acting at all times as an independent contractor, and all employees of the Sanitation District are solely employees of the Sanitation District and not the agents or employees of the Water District. 48. GWRS Steerine Committee Review of Operations. The Parties hereby continue the Groundwater Replenishment System Steering Committee established in prior agreements. The Steering Committee shall continue to consist of a total of six (6)directors,including three (3)directors appointed by the Water District and three(3)directors appointed by the Sanitation District. In addition,the Water District and the Sanitation District shall appoint three alternates for each agency. For each Party, an alternate shall serve on the Committee in the event that a director is absent. At its first meeting of each calendar year the members of the Steering Committee shall elect a chair and vice-chair, one from each Party. The chair and vice-chair shall alternate between the Parties every year. The Steering Committee shall establish the time and date for its regular meetings, and shall hold special or adjourned meetings as it deems appropriate. A quorum for the purpose of transacting business shall consist of two members from each of the two boards of directors of the Parties. All actions of the Steering Committee shall require a majority vote of the members present at a meeting. The Steering Committee shall serve as an advisory body for the governing boards of the Water District and the Sanitation District,and shall make any recommendations regarding System operations that it deems appropriate. The Steering Committee shall also attempt to mediate any dispute between the Water District staff and the Sanitation District staff as described in Section 50 of this Agreement. V. Events of Default; Dispute Resolution. 13 1201718.1 49. Event of Default. The failure of a Party to comply with any provision of this Agreement that has a material and adverse effect on the other Party,except to the extent caused by a breach of this Agreement by the other Party, shall constitute an Event of Default under this Agreement;provided, however, that the defaulting Party shall first have a period of thirty(30) days following receipt of notice from the other Party of such failure to comply to cure such failure,or if such care cannot be effected within such thirty(30)day period,such period shall extend for a total of one hundred eighty(180)days, so long as the defaulting Party is diligently trying to cure such failure throughout such period. 50. Dispute Resolution. Staffs of both Parries shall meet and use their best efforts to settle any dispute,claim,question or disagreement("Dispute")arising from or relating to this Agreement. To that end, staffs of both Parties shall consult and negotiate with each other in good faith and,recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a solution within a period of thirty (30)days after the first meeting of the staff regarding a Dispute,then the Parties shall convene a meeting of the Steering Committee within sixty(60)days after the first meeting of the staff regarding a Dispute and attempt to settle the Dispute before the Steering Committee at the meeting. If the Parties do not settle the Dispute within five(5)calendar days after the Steering Committee meeting, either Party may pursue any and all legal and equitable remedies that may be available. VI. Miscellaneous. 51. Notices. All notices to the Sanitation District required or permitted under this Agreement shall be in writing and shall be deemed delivered(i) when delivered in person,(ii)on the third day after mailing, if mailed,postage prepaid,by registered or certified mail(return receipt requested);(iii)on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time, place,and recipient of delivery;(iv)upon receipt of a confirmed transmission, if sent by telex,telecopy or facsimile transmission; or (v)via electronic mail provided the sender's system is capable of creating a written record of such notice and its receipt in each case to the parties at the following addresses or to other such addresses as may be furnished in writing by one party to the other: Orange County Sanitation District 10844 Ellis Street Fountain Valley, CA 92708-7018 Telecopier: 714-962-0356 E-Mail: iherbere(aoesd.com Attention: General Manager With a copy to: District General Counsel,who is presently: Bradley R. Hogin Woodruff, Spmdlin&Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 14 1201758.1 Telecopier: 714A I5-1006 E-Mail: bho¢inAwss-law.com All notices to the Water District required or permitted under this Agreement shall be in writing and shall be deemed delivered(i)when delivered in person; (ii)on the third day after mailing, if mailed, postage prepaid,by registered or certified mail(return receipt required); (iii)on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time,place, and recipient of deliver; (iv)upon receipt of a confirmed transmission, if sent by telex, telecopy or facsimile transmission;or(v)via electronic mail provided the sender's system is capable of creating a written record of such notice and its receipt in each case to the parties at the following addresses or to other such addresses as may be furnished in writing by one party to the other: Orange County Water District 18700 Ward Street Fountain Valley,CA 92708-8300 Telecopier: 714-378-3373 E-Mail: mmarkus(a)ocwd.com Attention: General Manager With copy to: District General Counsel,who is presently: Joel D. Kuperberg, Esq. Rutan&Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa,CA 92626 Telecopier: 714-546-9035 E-Mail: ikuoerberenrntan.com 52. Term. This Agreement shall remain in force and effect for fifty(50)years from and after the date first written above. Within thirty(30)days after the forty-fifth(45`") anniversary of the effective date of this Agreement,the Parties shall meet to decide whether to extend this Agreement. Any extension of this Agreement shall be done on mutually-acceptable terms and conditions. In the event the Parties do not extend the Agreement, the Water District shall,under the direction of the Groundwater Replenishment System Steering Committee,sell off or liquidate those portions of the System,and all facilities and appurtenances thereto, constructed pursuant to the 2002 Agreement. The Water District shall also remove all System facilities constructed on the Sanitation District's property. The proceeds of selling off or liquidating the above-described portions of the System shall be used first to repay the Water District for all reasonable third-party costs incurred in connection with the selling and/or moving the System facilities. The remainder,if any,shall be divided equally between the Parties. 15 [201758.1 53. Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations (other than payment obligations)under this Agreement is caused by floods, earthquakes, other Acts of God, fires,wars,riots, or similar hostilities,actions of legislative,judicial, executive or regulatory government bodies or other cause,without fault and beyond the reasonable control of such Party. If any such events shall occur,the time for performance by either Party of any of its obligations hereunder shall be extended by the Parties for the period of time that such events prevented such performance. Upon occurrence of an event of Force Majeure,the affected Party shall: (i)promptly notify the other Party of such Force Majeure event,(ii)provide reasonable details relating to such Force Majeure event, and(iii) implement mitigation measures to the extent commercially reasonable. 54. Indemnities. 54.1. The Sanitation District's Indemnity. The Sanitation District shall fully indemnify the Water District and its respective directors,Groundwater Replenishment System Steering Committee members,employees and agents against,and hold them completely free and harmless from,any cost,expense,claim, demand,judgment, loss, injury and/or liability of any kind or nature,including personal or bodily injury,death or property damage("Losses")that may arise from(i)any grossly negligent act or omission of the Sanitation District related to construction of the System or the construction and operation of the facilities used to provide Specification Influent to the Water District or(ii) any claim made by a Sanitation District employee specifically retained to provide services with respect to the facilities used to provide Specification Influent. 54.2. The Water District's Indemnity. The Water District shall fully indemnify the Sanitation District and its respective directors, Groundwater Replenishment System Steering Committee members,employees and agents against,and hold them completely free and harmless from,any Losses that may arise from(i)any grossly negligent act or omission of the Water District related to the System's construction, management,operation, maintenance or repair, except for costs, expenses,claims, demands,judgments, losses, injuries and/or liability arising from any grossly negligent act or omission of the Sanitation District related to construction of the System or(ii)any claim made by a Water District employee specifically retained to provide services with respect to the System. 54.3. Joint Indemnity. Except as provided in Sections 54.1 and 54.2,each Party shall indemnify the other Party and its respective directors,Groundwater Replenishment System Steering Committee members,employees and agents against,and hold completely free and harmless from, any Losses arising from the design and construction of facilities pursuant to this Agreement; provided,however, that such indemnity shall be made only to the extent necessary to allocate such Loss between the Parties in a proportion equal to the Parties' cost-sharing obligations under this Agreement with respect to the design and construction of the facilities out of which such Loss arose. 55. Successors and Assigns. The terms and conditions of this Agreement shall more to the benefit of and be binding upon the parties hereto and their respective heirs,representatives, successors and permitted assigns. 56. Further Acts and Assurances. The Parties agree to execute,acknowledge and deliver any and all additional papers, documents and other assurances,and perform any and all 16 1201 581 acts and things reasonably necessary, in connection with the performance of the obligations hereunder and to carry out the intent of the Parties. 57. Captions. The captions in this Agreement are inserted only as a matter of convenience and reference and in no way define,limit or describe the scope or intent of this Agreement,nor in any way affect this Agreement. Words of any gender in this Agreement shall be held to include any other gender and words in the singular number shall be held to include the plural when the sentence so requires. 58. Severability. Should it be found that any part of this Agreement is illegal or unenforceable,such part or parts of this Agreement shall be of no force or effect and this Agreement shall be treated as if such part or parts have not been inserted. 59. Entire Agreement. All previous negotiations had between the Parties hereto and/or their agents or representatives with respect to this Agreement are merged herein and this Agreement alone fully and completely expresses the Parties' rights and obligations. 60. Modifications in Writing. This Agreement shall not be modified in any manner except by an instrument in writing executed by the Parties or their respective successors in interest. 61. Interpretation. Each of the Parties hereby waives any provisions of law to the effect that an ambiguity in a contract or agreement shall be interpreted against the Party that drafted the contract, agreement or instrument. 62. Governing Law. This contract shall be governed by and construed according to the laws of the State of California. 63. No Third-Party Beneficiaries. Nothing in this Agreement is intended to create any third-party beneficiaries to the Agreement,and no person or entity other than the Parties,and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. 64. Assignment. Neither Party may assign its interest in this Agreement without the prior written consent of the other Party. 65. Representations and Warranties. No representations or warranties are made or have been relied upon by either Party other than those expressly set forth herein, if any. 17 12017581 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above. ORANG SA IT ION DISTRICT By: C air, rd of Directors Date: I I 1 By: _ the a Date: I I APPROVED AS TO FORM: r Brtdley R. Hogin General Counsel Orange County Sanitation District ORANGE COUNTY WATER DISTRICT By: Id i JI Pmsidcnp?V oTDirectors Date: 7/ By: —� e I anger Date: APP VED AS ORM: Jocl orber Gene 1 Counsel Oran a County Water District 18 12017581 Exhibit A Definitions 1. "AWT Facilities"means the advanced wastewater treatment facilities constructed by the Parties on the Water District's and Sanitation District's property in Fountain Valley as shown in Exhibit C. 2. "Cooperative Agreement"means the Cooperative Agreement for Project Planning for Orange County Reclamation Project,entered into by the Parties in February of 1997. 3. "Effective Date"means the date of this Agreement. 4. "Final Expansion"means an expansion of the System as originally designed to provide an increase in production capacity from 100 mgd to 130 mgd. As of September 2016, the Water District's plan for the Final Expansion included construction of the following major components: (1)facilities to increase the capacity of the System's existing microfiltration processing; (2) facilities to increase the capacity of reverse osmosis processing, (3)facilities to increase the ultraviolet light processing(4)additional chemical storage and post-treatment facilities;(5)additional reverse osmosis transfer pumps;(6)additional decarbonator and cartridge filter; and(7)additional product water and backwash supply pumps." 5. "General Managers"means the general managers of the Water District and the Sanitation District. 6. "Governing Boards"means the Board of Directors of the Water District and the Board of Directors of the Sanitation District. 7. "Green Acres Project"means Reclaimed Water processed at the Water District's Green Acres wastewater reclamation facility,or successor facilities used by the Water District. 8. "Groundwater Replenishment System"or"System"consists of four major components: (1)AWT Facilities and pumping stations,(2)a pipeline to recharge facilities,(3)a pipeline and the injection wells for the barrier and(4) Secondary Effluent Flow Equalization Tanks. The AWT Facilities consist of Microfiltration (MF),reverse osmosis(RO), Ultraviolet(UV) light disinfection, and Post Treatment using decarbonators and lime addition. 9. `GWR Pipeline'means the pipeline constructed to convey Product Water from Fountain Valley to the Water District's spreading basins. 10. "GWRS Water"or"Product Water"means water produced by the AWT Facilities. 11. "Initial Expansion"means an expansion of the System as originally designed to provide an increase in production capacity from 70 mgd to 100 mgd, including demolition of the Water District's old laboratory facility and construction of the following major components: (1)upgrades to the System's existing screening facilities; (2) facilities to increase the capacity of the System's existing microfiltmtion processing; (3) facilities to increase the capacity of reverse osmosis processing, (4)facilities to increase the 19 1201758.1 ultraviolet light processing(5)additional chemical storage and post-treatment facilities; (6)additional reverse osmosis transfer pumps;and(7)additional water and barrier pumps as part of the off-site System facilities." 12. "Ground Water Replenishment System Steering Committee"or"GWRS Steering Committee"or"Steering Committee"means the Ground Water Replenishment Steering Committee previously established under the Cooperative Agreement and continued under this Agreement. 13. "NTU" means nephelometric turbidity unit, as defined in the latest issue of Standard Methods for the Examination of Water&Wastewater as published by the American Public Health Association, the American Water Works Association and the Water Environment Federation. 14. "Newly Discovered Contaminants"is defined as contaminants found in wastewater that are or could be introduced into the Orange County Groundwater Basin through the System,that we not identified in any of the Water District's wells above any federal or state action level as of the effective date of this Agreement,and that either(1)are assigned a new drinking water action level,by federal or state regulators after the effective date of this Agreement,or(2)are newly discovered in the System's wastewater or product water through new testing methods that only become available after the effective date of this Agreement. 15. "Operational"is defined as the condition whereby the System has been installed and tested,and startup activities have been completed, such that the System is ready to process Specification Influent. Following attainment of Operational status,the System general contractor may have ancillary and non-critical construction yet to complete(e.g. landscaping, subsequent demolition). The System became Operational as of January 10, 2008. 16. "Peak Flows"shall mean wet weather flows received by the Sanitation District caused by inflow and infiltration into its system nearing its hydraulic capacity which results in the need for the Water District to accept a minimum of one hundred and four mgd of Specification Influent for reuse or discharge to the Santa Ana River. 17. "Product Water"means water produced by the AWT Facilities. 18. "Reclaimed Water'means water meeting the Reclaimed Water Standards. 19. "Reclaimed Water Standards"means recycled water meeting the latest adopted version of the California Code of Regulations,Title 22, Division 4,Chapter 3 entitled"Water Recycling Criteria"as set forth in Section 60304 with respect to filter effluent. 20. 'Specification Influent"meaus secondary treated sewage that does not exceed (a)an average of 5 NTU over a 30-day period; (b)an average of 10 NTU for a 24-hour period; or(c)an instantaneous turbidity of 50 NTU at any time. 21. "System"means the Groundwater Replenishment System. 20 aon5s.i 22. "System Effluent Standards"means the treatment standards to permit Product Water to be discharged into Santa Ana River as set forth in the NPDES Permit for the System. 21 1201758 1 Exhibit B Final Expansion Projects on Sanitation District Property In order to produce 130 mgd of purified water for the GWRS Final Expansion project,OCWD will require up to 175 mgd of secondary effluent from OCSD. Currently, OCSD provides up to 135 mgd of secondary effluent to OCW D, all of it from Plant 1. The balance of secondary effluent needed for the AWTF Final Expansion will come from Plant 2. Five major construction projects on OCSD property will be necessary to make this possible: 1. Plant 2 Headworks Modifications Project Currently, OCSD Plant 2 receives domestic wastewater from the coastal and central Orange County trunk lines. In addition to the domestic wastewater, Plant 2 also receives flows from the Inland Empire Brine Line. The Inland Empire Brine Line, which is also known as the Santa Ana Regional Interceptor(SARI) pipeline, accepts brine wastes from utilities and industries in the Santa Ana Watershed.This water contains brine,concentrated waste streams, and effluent from the Stringfellow site in Riverside County and is currently not allowed to be used as source water for recycling through the AWTF by the Division of Drinking Water permit to operate GWRS. This project will modify the existing OCSD Plant 2 Headworks to dedicate the south half of the Headworks to reclaimable flows and the north half to SARI and sidestream flows. Each half of the Headworks will be isolated from each other by the installation of automated isolation gates at key locations. A new 66-inch pipeline and flow meter vault will be constructed to bypass the SARI and sidestream flows around the existing metering vault and screen influent channel to a location upstream of the existing bar screens. 2. Plant Water Pump Station Replacement The Plant Water Pump Station Replacement, which is part of the Ocean Outfall System Rehabilitation Project J-117, will relocate the existing Plant Water Pump Station, which takes its source water from the Activated Sludge treatment process and 144"SE pipe. After the Final Expansion of the GWRS, the Activated Sludge (AS)treatment process will be dedicated to the treatment of SARI and sidestream flows. Also, the 144"SE pipe will mainly contain brine from the GWRS reverse osmosis process. Therefore, the existing Plant Water Pump Station will be relocated to a location more suitable for receiving secondary effluent from the Trickling Filter-Solids Contact(TF-SC)treatment process, which will be used to treat domestic wastewater. 3. Plant 2 Effluent Pump Station Project This project will construct the Plant 2 Effluent Pump Station to send approximately 50 - 85 MGD of secondary effluent from OCSD Plant 2 TF-SE process to the GWRS facility. The preliminary pump station layout is estimated to be approximately 47-feet by 100- feet with a three duty and one standby pump configuration.The four(4) pumps will be 500 HP vertical turbine pumps. The Plant 2 Effluent Pump Station will take secondary effluent from the 120-inch TF-SE pipeline and boost this flow into a new conveyance pipeline to GWRS. 22 120175H 1 4. Plant 2 Flow Equalization Project A 6 MG above-grade flow equalization tank will be constructed to equalize secondary effluent being pumped from Plant 2 to Plant 1. hi addition,two sets of flow regulating stations will be constructed to divert secondary effluent from the Plant 2 to GWRS pipeline. The other station will be used to discharge water from the EQ tank back into the existing buried secondary effluent system. 5. 66 Interplant Pipe Rehabilitation Project OCSD owns an existing unused 66-inch gravity reinforced concrete pipeline(RCP) that connects Plant 2 to Plant 1. This pipeline was constructed prior to 1965 and is no longer in service.The pipeline alignment is approximately 3.6 miles from Plant 2 to Plant 1. OCSD has surveyed the interior of this pipeline and determined that the pipeline is no longer usable with exposed rebar and deteriorating manholes. For the conveyance of secondary effluent from Plant 2 to the GWRS facility, OCSD will allow OC W D to use the 66-inch existing pipeline and construction easement. In order to convert this aging gravity RCP into a pressure pipeline to convey the effluent pump station discharge, it will be rehabilitated with a trenchless pipe repair method. The new pipeline will be connected on the south to the Plant 2 Effluent Pump Station and to the north to the existing 90- inch OCSD Secondary Effluent Junction Box No. 6(SEJB6) influent pipeline located at Plant 1. 23 120175%.I g as_ : GAP BWW2 -!j67"M—BWW - _ — 96' MFF-- n F OCWD , ! f- F AWTF , I is / OCSD 42"ROC O -� L 96"MFF r _ 1 n U SEFE Tanks GWRS_.and Pump Screening -- Station 5 Facility -- - Exhibit C3 ;i:iX, ` x "� ' Green Acres Pump Station Exhibit C2 HlNKllBllll!!lFFIV � � � � 1 ; _SEFE FIII(Draln� �� 1- LpMd Sir SAR 78"FPWf— mOCWD Boundary C_-jocso Boundary OCWD Facilities - Land Leased from OCSD Exhibit C—Lease of Property— Plant 1 24 I u1,5X.1 OCWD Trickling Fiber Meter Vann S = Electrical Building � a a I I I I I v 96 — _ 5emndarr, 3 OCWD _ OCSD GWRS Screening Facility SEB3 I I I I I I I i r � I � _ 6'ela Ater L Legend O WD OCWD Facility Flow Meter OCWD Piping Vault — — — Abandoned Piping Exhibit Cl Water District Facilities on Sanitation District Property GWRS Screening Facility 25 1201758.1 C Y C W C Y 0 S C yu O N d N 6" Plant Water 0 n 66"Secondary Effluent c c % ?� Y Y 6 E, A m d Z SEM a .. Ili ; O O 9 s OCWD Green SEJB7 a Acres Project Pump Station* Legend OCWD Facility OCWD Piping •OCSD maintains all reclaimed water pipe within the Plant No. 1 boundary. Exhibit C2 Water District Facilities on Sanitation District Property Green Acres Project Pump Station 26 1201]SNJ Exhibit D Leased Property Description ORANGE COUNTY SANITATION DISTRICT THAT PORTION OF PARCEL 2 IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA. AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION TO ORANGE COUNTY SANITATION DISTRICT NO. I RECORDPD FEBRUARY 23, 1967 IN BOOK$133,PAGE 28,OF OFFICIAL RECORDS, IN THE OFFICE OF TITS COUNTY RECORDER OF SAID COUNTY AND THAT PORTION OF PARCEL 4 AS DESCRIBED IN THE FINAL JUDGMENT IN CONDEMNATION TO COUNTY SANITATION DISTRICT NO- I RECORDED FEBRUARY 7, 1961 IN BOOK $622. PAGE 146, OP OFFICIAL RECORDS. IN TILE OFFICE OF SAID COUNTY RECORDER, MORE: PARTICULARLY DESCRIBED AS FOLLOWS- BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 2 ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 89'34'21" EAST 50.00 FEET ALONG THE NORTH LINE OF SAID PARCEL 4; THENCE SOUTH 0006*14" WEST 432.04 FF.F.T; THENCE WEST 670.51 PP.F.T TO A POINT, SAID POINT BEING ON THE EAST LINE OF TILE EASEMENT TO THE CITY OF FOUNTAIN VALLEY, L5.00 FEET IN WIDTH, RECORDED IN 1ULY 30, 1994 AS INSTRUMENT NO. 84-313034, OF OFFICIAL RECORDS, TN THE OFFICE OF SAID COUNTY RECORDER. SAID EAST LINE BEING PARALLEL WITH AND 40.00 FEET EAST OF THE CENTERLINE OF WARD STREET; THENCE NORTH W06'27" EAST 437.04 FEET ALONG THE EAST LINE OF SAID EASEMENT TO A POINT, SAID POINT BEING ON THE NORTH LINE OF SAID PARCEL 2; THENCE SOUTH 89'34'21" EAST 620.49 FEET ALONG THE NORTH LINE OF SAID PARCEL 2 TO THE POINT OF BEGINNING. TILE AREA OF THE ABOVE DESCRIBED PARCEL IS 6.69 ACRES,MORE OR LESS. ALL AS SHOWN ON EXHIBIT'B' ATTACHED HERETO AND MADE A PART HEREOF. LAND 3 wP`0 A j 5p.12-31- y I M.7M f � �CA. I- g - � �- o2 27 11017581 EXHIBIT DI OSW6E OOIRSY swum amm -AP.CE: 1 1. I =tAi P09 2 r_F. r R. sBR npyW rm:Nri 'WA5= Ci.S i3r' NOrJW2111 1/ l R697/21'W 620./9' SOW 77 1 \ I 2i l e� r.: j w I F• o -x .,- ae 1 u: <l •a: Irf t� l \ .T - vA'� a Y /0 RESE a t. ,. 67051• :: C: 5' +11 25 I I EA ST VAUEf LIK OF 1ITMOE .t" TO CRY a EO1R1TSR 1 IVALLEY PER aA. 6,-317Oy4 �AM6-Yyg WSO�O A R1 1f67 � acu�q AM - 6.69 ACRES Ch slae r.am 9-11-02 CSRYY DWI SHEET I R I 28 12017581 EXHIBIT D2 ORANGE COUNTY SANITATION DISTRICT THOSE PORTIONS OF PARCEL 1 AND PARCEL 2 IN THE CITY OF FOUNTAIN VALLEY, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION TO ORANGE COUNTY SANITATION DISTRICT NO. 1 RECORDED FEBRUARY 23, 1967 IN BOOK 8183, PAGE 28, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY TOGETHER WITH THOSE PORTIONS OF PARCEL 4 AND PARCEL 5 AS DESCRIBED IN THE FINAL JUDGEMENT IN CONDEMNATION TO COUNTY SANITATION DISTRICT NO, I RECORDED FEBRUARY 7, 1961 IN BOOK 5622, PAGE 146, OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 2 ALSO BEING THE NORTHWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 89034'28" EAST 50.00 FEET ALONG THE NORTH LINE OF SAID PARCEL 4; THENCE SOUTH 0006'07" WEST 432.04 FEET; THENCE SOUTH 89059'53" WEST 5.10 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 0029'00" WEST 541.62 FEET TO A POINT AT THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 50,00 FEET; THENCE SOUTHWESTERLY 78.23 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89039'00"; THENCE NORTH 89052'00" WEST 73.50 FEET; THENCE NORTH 0014'00" WEST 85.50 FEET; THENCE SOUTH 89043'00" WEST 179.20 FEET;THENCE NORTH 61045'00" WEST 31.50 FEET; THENCE NORTH 491.47 FEET; THENCE NORTH 89059'53" EAST 335.48 FEET TO THE TRUE POINT OF BEGINNING. THE AREA OF THE ABOVE DESCRIBED PARCEL IS 4.10 ACRES, MORE OR LESS. ALL AS SHOWN ON EXHIBIT D2 ATTACHED HERETO AND MADE A PART HEREOF. NO S�9 3i � S' o Dp.1201110 s * Na 7062 1p �P �� - -`y 29 EXHIBIT D2 SKETCH TO ACCOMPANY LEGAL DESCRIPTION ORANGE COUNTY SANITATION DISTRICT W PARCEL 9 � o I FINAL ORDER OF CO NDEMNA710M 40 O.R.85214148 POINT OF BEGINNING NE CORNER, PCL 2 I O.R. 8183/28 — - ORANGE C®U NTV WA14IEFR D1131 C4 — - I 58934'28'E N89'34'28''N - - - 620.49' 50.00' v O O - - N89'S9'S3'E 670.51' 489'59'53'E 335.48' S89'5 9'053"W TRUE POINT OF W N I 40 , 40 ®11 b T� b N61'45'00'W 31.50' S8943'00IN 179.20' EO IANO st, NO'14'00'1V A=8939'00" R=50.00' * Exp. W31116 * N873.50' "W No.7052 Ipr 3 9lF fv? SCALE: 1' = 100' L ® AREA = 4.10t ACRES 11-03-16 AWTF2.DWG SHEET 1 OF 1 30 1 1 1 I. yta RlY Plant 2 Flow Equalization y � k Tank Project c • .i -� R'J- nm n`� 1V Itr I w` Mc °des - �, r . r 'R .�� x-- tv �- Plant 2 Effluent Pump Station Project d 7 J s* L 16.� ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir. 30/11/17 10/25/17 AGENDA REPORT emNumber Item Number 2 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: CONTRACTED INTERNAL AUDITS IN SEARCH OF FICTITIOUS EMPLOYEES AND SEARCH OF FICTITIOUS VENDORS GENERAL MANAGER'S RECOMMENDATION Receive and file the August 24, 2017, White Nelson Diehl Evans (WNDE) audit report in Search of Fictitious Employees and Search of Fictitious Vendors. BACKGROUND At the direction of the Administration Committee's Audit Oversight Subcommittee, White Nelson Diehl Evans (WNDE), Certified Public Accountants and the Orange County Sanitation District's (Sanitation District) contracted internal auditors, were engaged to apply agreed-upon procedures in Search of Fictitious Employees and Search of Fictitious Vendors. Attached are the Accountant Reports from WNDE on these two agreed-upon procedure reviews. Also attached are staff's responses to the auditor's findings and recommendations pertaining to this review. In summary on the Search for Fictitious Employees, of the 15 procedures performed by WNDE, there were no exceptions noted on 13 of these procedures. Of the remaining two procedures, WNDE noted two separate findings. Upon review of these findings with the Audit Oversight Committee, it was concluded by the Committee that: • Maintaining copies of identifying documents to support the Employment Eligibility Verification Form (Form 1-9) is not federally mandated, but a procedure that was adopted by the Sanitation District a few years back for new employees going forward. Personnel employed prior to the implementation of this procedure would not have these identifying documents in their personnel file; and • The one exception where a retired employee's personnel file did not contain a signed Form 1-9 was because the employee's initial hire on date was in 1985, one year prior to the Employee Eligibility Verification mandate. In summary on the Search for Fictitious Vendors, of the 14 procedures performed by WNDE, there were no exceptions noted on 11 of these procedures. Of the remaining three procedures, WNDE noted three separate findings. Upon review of these findings with the Audit Oversight Committee, it was concluded by the Committee that: Page 1 of 2 • There were legitimate reasons why some vendors were included in the Vendor Master File (VMF) multiple times (legally filed address vs. mailing address, different parcel numbers receiving sewer rebates with the same address, etc.), but that the 60 duplicate VMF uncovered by the auditors during their test work should be reviewed by staff to determine if any of these duplicates can be deactivated; • The Sanitation District should review all VFM to ensure that a Request for Taxpayer Identification Number (Form W-9) is on file as a result of the 18 instances where WNDE discovered that the Form W-9 was not on file. The W-9 was not a formally documented procedure by the Sanitation District until around 2012, and no effort was made to secure this form for existing vendors; and • That staff implement procedures to secure the approval authorization for all disbursements as one out of 34 cash disbursements tested did not have the required Controller approval. Overall, the Committee concluded that no fictitious employees or vendors had been uncovered by agreed-upon procedures performed by WNDE. RELEVANT STANDARDS • Internal Auditing —Approx. 3 per year ATTACHMENT The following attachments)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Staff Report to Ad Hoc Audit Committee, 'Responses to Agreed-Upon Procedures Report to Search for Fictitious Employees' • "Agreed Upon Procedures Review — Fictitious Employee Analysis" report from WNDE • Staff Report to Ad Hoc Audit Committee, 'Responses to Agreed-Upon Procedures Report to Search for Fictitious Vendors" • "Agreed Upon Procedures Review—Fictitious Vendor Analysis"report from WNDE Page 2 of 2 C� p C1 August 24, 2017 STAFF REPORT TO: Ad Hoc Audit Committee FROM: Michael D. White, Controller SUBJECT: Responses to Agreed-Upon Procedures Report to Search for Fictitious Employees On August 24, 2017, White Nelson Diehl Evans (WNDE) issued their report on procedures they performed in their search for fictitious employees. Below is a listing of the auditors' findings contained within their report along with staff responses. Internal Controls 1. Procedure Performed: The District provided narratives and/or interviews regarding how the Employee Master File (EMF) is maintained. Results: Only the Human Resources Department can enter new employees, remove employees, and make employee information changes, including the pay rate. The Payroll Department is responsible for processing payroll and cannot change employee information in the EMF. The functions of making changes to the EMF and processing payroll are segregated. No exceptions were noted as a result of the procedures performed. Staff Response: N/A 2. Procedure Performed: The auditors received the EMF file as of March 13, 2017, and tested it against the District's policies and procedures. Results: No exceptions were noted as a result of this testing. Staff Response: N/A OCSD ♦ P.0.Box8127 ♦ Fountain Valley,CA 92728-8127 ♦ (714)%2-2411 Response to Contracted Internal Auditors Report on Search for Fictitious Employees August 24, 2017 Page 2 of 6 3. Procedure Performed: The IT Manager responsible for providing the EMF in procedure #2 above signed a representation that in the compilation or transmission of the EMF, all electronic data provided is as originally recorded in the District's system and was not altered for purposes of this agreed-upon procedure. Results: The representation letter was signed by the Principal Information Technology Analyst who provided the EMF. No exceptions were noted as a result of this testing. Staff Response: N/A Analysis of EMF 1. Procedure Performed: The auditors reviewed the EMF for any duplicate employee names and/or addresses. Results: The auditors performed this procedure and utilized the results to select the samples for procedure #3 below within this "Analysis of EMF" section. Staff Response: N/A 2. Procedure Performed: The auditors reviewed the EMF for any partial duplication of employee names and/or addresses (such as variations of employee names included in the EMF and the same street name, but different house/apartment number). Results: The auditors performed this procedure and utilized the results to select the samples for procedure #3 below within this "Analysis of EMF" section. Staff Response: N/A 3. Procedure Performed: Since there should be no duplicates within the EMF itself, the auditors selected all exact or partial matches identified in procedures #1 and #2 above for testing. The auditors reviewed the personnel files to verify a W-4 (IRS form for determining the correct federal income tax withholding), 1-9 (Employment Eligibility Verification), and other identifying documents (driver's license, etc.) and to note the pay rate in effect over the 21-month period. They then reviewed the history of payments made over the 21-month period for reasonableness in relation to the pay rate. Response to Contracted Internal Auditors Report on Search for Fictitious Employees August 24, 2017 Page 3 of 6 Results: The auditors identified 39 partial matches when comparing the information within the EMF mostly due to similar addresses and selected them for testing. The majority of the matches occurred due to living on the same street and same city; however, there was a different street address or apartment number. For 38 out of the total 39 employees tested, the auditors inspected the signed 1-9 that was signed by the human resources personnel who indicated that they inspected the proper identifying documents. However, they were unable to inspect other identifying documents, such as a driver's license, on 13 of these personnel files since copies were not retained. For 1 employee out of the total 39 employees tested, the auditors were unable to inspect the signed form 1-9 or other identifying documents, such as a driver's license, since the employee had retired in October 2016 and the documents were not available. Staff Response: OCSD is required to verify federally accepted documentation establishing identify and employment authorization and have an Human Resource representative annotate the valid document, sign, and date. However, there is no federal mandate that copies of the verifying documentation be maintained. Several years back, Human Resources began the practice of including copies of the documentation along with the 1-9 in the personnel file. The auditor's sample of the entire workforce included personnel files prior to when the District's internal practice required copies of the documentation. In response to the 1 employee who had retired in October 2016, this employee was originally hired in 1985, one year prior to the mandate of Employment Eligibility Verification and the required completion and filing of Form 1-9. 4. Procedure Performed: The District provided a list of new employees hired during the 21-month period. Results: The auditors received this listing and utilized the information to select the sample as noted in procedure #6 below and tested in procedure#7 below within this "New Employee" section. Staff Response: N/A 5. Procedure Performed: The Human Resources Department is responsible for entering new employees, making employee changes, including pay rates, and removing employees. The Payroll Department is responsible for processing payroll and cannot change employee information. The list of new employees was Response to Contracted Internal Auditors Report on Search for Fictitious Employees August 24, 2017 Page 4 of 6 provided to both the Human Resources and Payroll Departments to verify the existence of the employees. The employee in charge of each department signed a representation that the new employee listing contained actual employees and/or noted any discrepancies. Results: The auditors received signed representation letters from both the Human Resources Assistant and the Finance Director. No discrepancies were noted. Staff Response: N/A 6. Procedure Performed: A sample of 25 employees was randomly selected from the listing obtained in procedure#4 above. Results: The auditors selected the sample and tested the items in procedure #7 below within this "New Employee' section. Staff Response: N/A 7. Procedure Performed: The auditors reviewed the following for the employees selected in procedure #6 above: the personnel files to verify a W-4 and other identifying documents (driver's license, etc.) were retained. Results: No exceptions were noted as a result of this testing. Staff Response: N/A 8. Procedure Performed: The District provided a list of employees with pay rate changes during the 21-month period. Results: The auditors received this listing and utilized the information to select the sample as noted in procedure#10 below and tested in procedure#11 below within the "Change in Pay Rates" section. Staff Response: N/A 9. Procedure Performed: The District provided the payroll policy surrounding required signatures/approvals on personnel action forms for pay rate changes. Results: Pay rate changes due to promotions or a change in position require a personnel action form (PAF). The payroll system automatically routes the PAF to the appropriate employee for approval, which will be a supervisor, manager, or department head of the employee's division. Cost of living increases are included in salary schedules containing the position title, step, and hourly rate, which are Response to Contracted Internal Auditors Report on Search for Fictitious Employees August 24, 2017 Page 5 of 6 approved by the Board of Directors. Cost of living increases do not require a PAF and are entered into the system by the Human Resources Department based on the approved salary schedules. Staff Response: N/A 10.Procedure Performed: A sample of 25 employees was randomly selected from the listing obtained in procedure #8 above, with 15 specifically selected as the largest pay rate changes and 10 randomly selected. Results: The auditors selected the sample and tested the items in procedure #11 below within this "Change in Pay Rates" section. Staff Response: N/A 11.Procedure Performed: The auditors performed the following for the employees selected in procedure #10 above: a. reviewed the personnel files to verify a W-4 and other identifying documents (driver's license, etc.) were retained. b. compared the new pay rate from procedure #8 above with the PAF in the employee's personnel file to verify the propriety of the rate change. c. verified the PAF was approved by the appropriate supervisor in accordance with District policy noted in procedure #9 above. Results: For all 25 employees tested, the auditors inspected the employment eligibility verification form, 1-9, that was signed by the human resources personnel indicating that they inspected the proper identifying documents. However, for 3 of these employees, they were unable to inspect other identifying documents, such as a driver's license, since copies were not retained in the personnel files. Staff Response: Same result and staff response to "Analysis of EMF— Procedure Performed No. 3" above. 12.Procedure Performed: The District provided a listing of employees and the number of paychecks issued for July 1, 2015 through June 30, 2016. Normally, an employee should have only 26 paychecks for one full fiscal year; however, annual rate adjustments occur through a separate check; therefore, the existence of 27 paychecks for one fiscal year would be reasonable. The auditors reviewed the number of paychecks issued per employee and investigated employees who have received in excess of 27 paychecks. Results: The auditors originally noted 105 employees with more than 27 paychecks; however, the District requested the population be sampled. The Response to Contracted Internal Auditors Report on Search for Fictitious Employees August 24, 2017 Page 6 of 6 auditors selected 25 employees for testing and found the reason for paychecks in excess of 27 were as follows: • Additional payouts for compensated absences, such as vacation, sick, bereavement, and comp time • Retroactive pay for rate changes • Tuition reimbursements Staff Response: It is staff's opinion that the above three circumstances are legitimate reasons for issuing checks in excess of 27 to any one employee during the year and were appropriately authorized by Human Resources and Financial Management. Staff Overall Response: No fictitious employees were uncovered in this agreed- upon engagement. ORANGE COUNTY SANITATION DISTRICT AGREED-UPON PROCEDURES REVIEW FICTITIOUS EMPLOYEE ANALYSIS FOR THE 21-MONTH PERIOD OF JULY 1,2015 TO MARCH 31, 2017 INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES Board of Directors Orange County Sanitation District Fountain Valley, California We have performed the procedures set forth in this report, which were agreed to by the management of the Orange County Sanitation District, Fountain Valley, California (the District), for the 21-month period of July 1, 2015 to March 31, 2017. The District's management is responsible for establishing and maintaining internal controls over payroll to ensure there are no fictitious employees. The sufficiency of these procedures is solely the responsibility of the management of the District. Consequently,we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and the results of those procedures are as follows: Interual Controls 1. The District provided narratives and/or interviews regarding how the Employee Master File (EMF) is maintained. The narrative and/or interviews included: a. What data fields are maintained for each employee. b. What procedures are used to set up a new employee. c. What personnel are authorized to set up a new employee. d. Identified employees who have access to the EMF and also have authority to input data for purposes of issuing payroll checks. e. Identified the Information Technology (IT) employees that have access to the EMF and/or have the ability to make additions,deletions or changes to the EMF. f. Determined if any high-level officials obtain a periodic report of new employees added to the EMF. Results: a. The EMF included the following data fields: • Employee ID • Preferred and legal first name, middle name/initial, and last name • Benefit group • Bargaining group • Department • Division number and name • Pay status,whether active or retired,and pay frequency • Title(classification) • Current mailing address - 1 - 2875 Michelle Drive,Suite 300,Irvine,CA 92606 •Tel: 714.978.1300• Fax:714.978.7893 Offices located in Orange and San Diego Counties Internal Controls (Continued) 1. (Continued) Results (Continued): b. Only the Human Resources Department can enter new employees, remove employees, and make employee information changes, including the pay rate. The Human Resources Department requests the necessary information from the new employee including a signed employment eligibility verification form, I-9. c. Only the Human Resources Department can set up a new employee. d. The Payroll Department has access to the EMF and can input data for issuing payroll checks. However, the Payroll Department cannot make changes to the EMF; therefore, this does not cause an issue for segregation of duties. e. The IT Department has access to the EMF,but cannot make changes. I. High-level officials do not obtain a periodic report of new employees added to the EMF; however, given the District's other controls, we do not see a need to add this procedure. Overall.: Only the Human Resources Department can enter new employees, remove employees, and make employee information changes, including the pay rate. The Payroll Department is responsible for processing payroll and cannot change employee information in the EMF. The functions of making changes to the EMF and processing payroll are segregated. 2. The District provided the EMF as of March 13,2017. Results: We received the EMF file. No exceptions were noted as a result of this testing. 3. The IT Manager responsible for providing the EMF in procedure #2 above signed a representation that in the compilation or transmission of the EMF, all electronic data provided is as originally recorded in the District's system and was not altered for purposes of this agreed-upon procedure. Results: The representation letter was signed by the Principal Information Technology Analyst who provided the EMF. No exceptions were noted as a result of this testing. Analysis of EMF 1. We reviewed the EMF for any duplicate employee names and/or addresses. Results: We performed this procedure and utilized the results to select the samples for procedure #3 below within this "Analysis of EMF"section. -2 - Analysis of EMF (Continued) 2. We reviewed the EMF for any partial duplication of employee names and/or addresses (such as variations of employee names included in the EMF and the same street time, but different house/apartment number). Results: We performed this procedure and utilized the results to select the samples for procedure #3 below within this "Analysis of EMF"section. 3. Since there should be no duplicates within the EMF itself, we selected all exact or partial matches identified in procedures#1 and#2 above for testing. a. We reviewed the personnel files to verify a W-4 (IRS form for determining the correct federal income tax withholding), I-9 (Employment Eligibility Verification), and other identifying documents(driver's license, etc.)were retained and to note the pay rate in effect for the 21-month period. b. We reviewed the history of payments made over the 21-month period for reasonableness in relation to the pay rate noted in procedure#3a above. Results: We identified 39 partial matches when comparing the information within the EMF mostly due to similar addresses and selected them for testing. The majority of the matches occurred due to living on the same street and same city; however, there was a different street address or apartment number. For 38 out of the total 39 employees tested, we inspected the signed I-9 that was signed by the human resources personnel who indicated that they inspected the proper identifying documents. However, we were unable to inspect other identifying documents, such as a driver's license, on 13 of these personnel files since copies were not retained. For 1 employee out of the total 39 employees tested, we were unable to inspect the signed form I-9 or other identifying documents, such as a driver's license, since the employee had retired in October 2016 and the documents were not available. There were no other issues noted during this testing. New Employees 4. The District provided a list of new employees hired during the 21-month period. Results: We received this listing and utilized the information to select the sample as noted in procedure #6 below and tested in procedure #7 below within this "New Employee" section. 5. The Human Resources Department is responsible for entering new employees, making employee changes, including pay rates, and removing employees. The Payroll Department is responsible for processing payroll and cannot change employee information. The list of new employees was provided to both the Human Resources and Payroll Departments to verify the existence of the employees. The employee in charge of each department signed a representation that the new employee listing contained actual employees and/or noted any discrepancies. Results: We received signed representation letters from both the Human Resources Assistant and the Finance Director.No discrepancies were noted. -3 - New Emulovees (Continued) 6. A sample of 25 employees was randomly selected from the listing obtained in procedure#4 above. Results: We selected the sample and tested the items in procedure #7 below within this "New Employee"section. 7. We reviewed the following for the employees selected in procedure 46 above: a. We reviewed the personnel files to verify a W4 and other identifying documents (driver's license, etc.)were retained. Results: No exceptions were noted as a result of this testing. Chan¢e in Pay Rates 8. The District provided a list of employees with pay rate changes during the 21-month period. Results: We received this listing and utilized the information to select the sample as noted in procedure #10 below and tested in procedure #11 below within this "Change in Pay Rates" section. 9. The District provided the payroll policy surrounding required signatures/approvals on personnel action forms for pay rate changes. Results: Pay rate changes due to promotions or a change in position require a Personnel Action Form (PAF). The payroll system automatically routes the PAF to the appropriate employee for approval, which will be a supervisor, manager, or department head of the employee's division. Cost of living increases are included in salary schedules containing the position title, step, and hourly rate, which we approved by the Board of Directors. Cost of living increases do not require a PAF and are entered into the system by the Human Resources Department based on the approved salary schedules. 10. A sample of 25 employees was randomly selected from the listing obtained in procedure #8 above, with 15 specifically selected as the largest pay rate changes and 10 randomly selected. Results: We selected the sample and tested the items in procedure #11 below within this "Change in Pay Rates" section. 11. We reviewed the following for the employees selected in procedure 410 above: a. We reviewed the personnel files to verify a W4 and other identifying documents (driver's license, etc.)were retained. b. We compared the new pay rate from procedure #8 above with the PAF in the employee's personnel file to verify the propriety of the rate change. c. We verified the PAF was approved by the appropriate supervisor in accordance with District policy noted in procedure#9 above. -4- Chance in Pay Rates(Continued) 11. (Continued) Results: For all 25 employees tested, we inspected the employment eligibility verification form, 1-9, that was signed by the human resources personnel indicating that they inspected the proper identifying documents. However, for 3 of these employees, we were unable to inspect other identifying documents, such as a driver's license, since copies were not retained in the personnel files. There were no other issues noted during this testing. Excess Paychecks 12. The District provided a listing of employees and the number of paychecks issued for July 1, 2015 through June 30, 2016. Normally, an employee should have only 26 paychecks for one full fiscal year; however, annual rate adjustments occur through a separate check; therefore, the existence of 27 paychecks for one fiscal yew would be reasonable. We reviewed the number of paychecks issued per employee and investigated employees who have received in excess of 27 paychecks. Results: We originally noted 105 employees with more than 27 paychecks; however, the District requested the population be sampled. We selected 25 employees for testing and found the reason for paychecks in excess of 27 were as follows: • Additional payouts for compensated absences, such as vacation, sick, bereavement, and comp time • Retroactive pay for rate changes • Tuition reimbursements Disclaimer This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion,respectively, on the existence of fictitious employees. Accordingly,we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. However, no fictitious employees were uncovered in this agreed-upon procedures engagement. Restriction on the Use of This Report This report is intended solely for the information and use of the Orange County Sanitation District Board of Directors and management of the District, and is not intended to be, and should not be, used by anyone other than those specified parties. 4�� ,/QLI&eaoXaJ !LP Irvine, California August 24, 2017 - 5 - C� p C1 August 24, 2017 STAFF REPORT TO: Ad Hoc Audit Committee FROM: Michael D. White, Controller SUBJECT: Responses to Agreed-Upon Procedures Report to Search for Fictitious Vendors On August 24, 2017, White Nelson Diehl Evans (WNDE) issued their report on procedures they performed in their search for fictitious vendors. Below is a listing of the auditors' findings contained within their report along with staff responses. Internal Controls 1. Procedure Performed: The District provided narratives and/or interviews regarding how the Vendor Master File (VMF) is maintained. Results: Only the Purchasing Department can make changes to the VMF and add new vendors. The Accounts Payable Department and non-purchasing department employees (such as the General Manager, Purchasing Manager, Department Directors, Division Managers, Supervisors, and other District staff)are responsible for approving purchases. The functions of making changes to the VMF and approving purchases are segregated. Staff Response: N/A 2. Procedure Performed: The District provided the VMF and a listing of District employees, including employee addresses, the Employee Master File (EMF), as of March 13, 2017. Results: No exceptions were noted as a result of this testing. Staff Response: N/A OCSD ♦ P.O.Box8127 ♦ Fountain Valley,CA 92728-8127 ♦ (714)%2-2411 Response to Contracted Internal Auditors Report on Search for Fictitious Vendors August 24, 2017 Page 2 of 6 3. Procedure Performed: The IT Manager responsible for providing the VMF and EMF in procedure#2 above signed a representation that in the compilation or transmission of the VMF and EMF, all electronic data provided was as originally recorded in the District's system and was not altered for purposes of this agreed- upon procedure. Results: The representation letter was signed by the Principal Information Technology Analyst who provided the VMF and EMF. No exceptions were noted as a result of this testing. Staff Response: N/A Test for Possible Matches between Vendors and Emolovees 1. Procedure Performed: The auditors compared the names and addresses of the vendors in the VMF with the names and addresses of employees in the EMF. Results: The auditors performed this procedure and utilized the results to select the samples for the procedures under "Exact Matches" section and "Partial Matches" section below. Staff Response: N/A Exact Matches 2. Procedure Performed: Exact matches between the VMF and EMF can be due to travel or other reimbursement requests by employees that are paid outside of the payroll system. The auditors provided the listing of exact matches to the District and requested a history of payments made (outside of payroll) for the 21-month period. They utilized the payment history to identify 15 employees with the largest aggregates payments made outside of payroll. From the remainder of the exact matches identified, a random sample of 10 was selected. Results: The auditors provided the matches noted from procedure #1 ("Test for Possible Matches between Vendors and Employees" section) above and received the history of payments for the 21-month period from the District. They utilized the history of payments to make the sample selection for procedures #3 and #4 below within this "Exact Matches" section. Response to Contracted Internal Auditors Report on Search for Fictitious Vendors August 24, 2017 Page 3 of 6 In addition, during their review of the VMF, the auditors noted some vendors that are listed multiple times. The vendors had the same address and, in some cases, the same tax identification number. The auditors recommend the District review the VMF and remove the vendors that are listed more than once without different addresses. The vendors noted are included in `Attachment A". Staff Response: In some instances, vendors are legitimately listed multiple times due to the need for the separation of a supplier's legally filed address with the Internal Revenue Service (as identified on their W-9 and used for Form 1099 reporting) and the mailing address used for payments. There are also instances where payments are for rebates to sewer customers where the same customer has various accounts that are tied to specific parcels or permit numbers. The parcel numbers are different but the mailing address may be the same. In other circumstances, it may appear that vendors are listed multiple times when actually all but one of the duplicates have been deactivated within the financial information system because of obsolescence. Deleting obsolete files is not a viable option due to the possible loss of transaction history. District staff will review the vendor listed in Attachment A to determine if any of the vendor duplicates can be deactivated. 3. Procedure Performed: For those 25 employees selected in procedure #2 above, the auditors selected a sample from the payment history to test to verify the propriety of the payment. In selecting the sample of individual transactions, they followed the American Institute of Certified Public Accountants (AICPA) sample size guidance with a maximum sample size per employee of 25 transactions. Results: The auditors selected the sample and tested the items selected in procedure #4 below within this "Exact Matches" section. Staff Response: N/A 4. Procedure Performed: To verify the propriety of the payments selected in procedure #3 above, the auditors performed the following: a. The District provided procurement policies and procedures indicating the type and amount of approvals required. b. The auditors ensured the reimbursement request or invoice was approved in accordance with District policy noted in procedure #4a above. c. The auditors determined the payment was for goods and/or services that are reasonable given the District's business. d. In the case of vendors selected that are not employees, the auditors verified the District has a W-9 on file. Response to Contracted Internal Auditors Report on Search for Fictitious Vendors August 24, 2017 Page 4 of 6 Results: The rash disbursements selected for testing were approved in accordance with the District's policies, were reasonable given the District's business, and had a W-9 on file, if applicable. No exceptions were noted as a result of this testing. Staff Response: N/A Partial Matches 5. Procedure Performed: The auditors determined the number of employees and vendor names and/or addresses that have partial matches, provided the listing of partial matches to the District, and requested a history of payments made (outside of payroll)for the 21-month period. They then selected a sample based on the AICPA sample size guidance with a maximum sample size of 25. The sample selection was split with 60% of the sample selection focusing on the largest aggregate payments by vendor and 40% of the sample randomly selected. Results: The auditors provided the matches noted from procedure#1 ("Test for Possible Matches between Vendors and Employees" section) above and received the history of payments for the 21-month period from the District. They utilized the history of payments to make the sample selection for procedures #6 and #7 below within this "Partial Matches" section. Staff Response: N/A 6. Procedure Performed: For those matches selected in procedure #5 above, the auditors selected a sample from the payment history to test to verify the propriety of the payment. In selecting the sample of individual transactions, they followed the AICPA sample size guidance with a maximum sample size per employee of 25 transactions. Results: The auditors selected the sample and tested the items selected in procedure #7 below within this "Partial Matches" section. Staff Response: N/A 7. Procedure Performed: To verify the propriety of the payments selected in procedure #6 above, the auditors performed the following: a. The District provided procurement policies and procedures indicating the type and amount of approvals required. b. The auditors ensured the reimbursement request or invoice was approved in accordance with District policy noted in procedure #6a above. Response to Contracted Internal Auditors Report on Search for Fictitious Vendors August 24, 2017 Page 5 of 6 c. The auditors determined the payment was for goods and/or services that are reasonable given the District's business. d. In the case of vendors selected that are not employees, the auditors verified the District had a W-9 on file. Results: The cash disbursements selected for testing were approved in accordance with the District's policies and were reasonable given the District's business with the exception of one transaction noted in the second paragraph below. Out of the 11 vendors selected for testing, 5 did not have a W-9 on file. The District did not have a W-9 on file because the vendor was set up a long time ago in the system. The W-9 was not a formally documented or consistently followed procedural step by Purchasing to obtain and append a W-9 for newly created Vendor files until the estimated timeframe of 2012. We recommend the District ensures that all vendors in the VMF have a W-9 on file. Out of 34 cash disbursements selected for testing, one did not have the required approval. This disbursement was a rebate to a District customer in the net amount of$17,226.25. This customer paid fees based on estimated usage and, at year-end, the District calculated the customer fees based on actual usage. In this case, the customer was owed a rebate. The District's policy is that all credits or rebates to customers should be reviewed and approved by the Controller. We did not note the Controller's initials on the customer refund. We recommend the District ensure the required approvals are obtained prior to paying customer refunds. Staff Response: The District agrees with the recommendation to ensure that all vendors in the VMF have a W-9 on file. Information Technology (IT) will (1) deactivate any VMFs that have not had any transactional activity over the last two fiscal years and (2) generate a report identifying all remaining active VMFs that do not have W-9's attached. From this report generated by IT, Purchasing will obtain the missing W-9 documents and scan them into the active VMFs. The goal is to complete this recommendation by March 31, 2018. In reference to the lack of approval on a customer refund by the Controller, the District will include a line on the Batch Control Sheet, the approval document for the payment of rebates, requiring the Controller's signature approval. 8. Procedure Performed: The District provided a list of all new vendors added during the 21- month period. Results: The District provided the listing of all new vendors added during the 21- month period. Staff Response: N/A Response to Contracted Internal Auditors Report on Search for Fictitious Vendors August 24, 2017 Page 6 of 6 9. Procedure Performed: The District distributed the list of new vendors to the appropriate personnel who reviewed the list and confirmed that new vendors added to the list were valid. Results: The listing was provided to the Contracts/Purchasing Assistant and the Purchasing Supervisor who signed a representation letter that, to the best of their knowledge, the new vendors consisted of valid vendors utilized by the District for appropriate District daily operations. Staff Response: N/A Review of P.O. Boxes 10.Procedure Performed: The auditors identified vendors in the VMF with P.O. Boxes as addresses and selected a sample of 25. Results: The auditors identified the vendors in the VMF that had P.O. Boxes as addresses and selected a sample for the procedure #11 below within this "Review of P.O. Boxes" section. Staff Response: N/A 11.Procedure Performed: The auditors verified the authenticity of the vendor by performing the following procedures: a. Reviewed the form W-9 the District has on file. b. Accessed the vendor websites and/or called the vendor to verify existence. Results: The auditors were able to verify the existence of all vendors with online websites. For 13 of the 25 vendors selected, they were not able to inspect the W- 9. The District did not have a W-9 on file because the vendor was set up a long time ago in the system. The W-9 was not a formally documented or consistently followed procedural step by Purchasing to obtain and append a W-9 for newly created Vendor files until the estimated timeframe of 2012. The auditors recommend the District ensures that all vendors in the VMF have a W-9 on file. Staff Response: This is the same recommendation as stated in "Partial Matches — Procedure Performed No. 7" and OCSD's response is the same. Staff Overall Response: No fictitious vendors were uncovered in this agreed- upon engagement. ORANGE COUNTY SANITATION DISTRICT AGREED-UPON PROCEDURES REVIEW FICTITIOUS VENDOR ANALYSIS FOR THE 21-MONTH PERIOD OF JULY 1,2015 TO MARCH 31, 2017 INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES Board of Directors Orange County Sanitation District Fountain Valley, California We have performed the procedures set forth in this report, which were agreed to by the management of the Orange County Sanitation District, Fountain Valley, California (the District), for the 21-month period of July 1, 2015 to March 31, 2017. The District's management is responsible for establishing and maintaining internal controls over cash disbursements to ensure there are no fictitious vendors. The sufficiency of these procedures is solely the responsibility of the management of the District. Consequently, we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and the results of those procedures are as follows: Intemal Controls 1. The District provided narratives and/or interviews regarding how the Vendor Master File (VMF) is maintained. The narrative and/or interviews included: a. What data fields are maintained for each vendor. b. What procedures are used to set up a new vendor. c. What personnel are authorized to set up a new vendor. d. Identified employees who have access to the VMF and also have authority to approve invoices,purchase orders, or receiving documents. e. Identified the Information Technology (IT) employees that have access to the VMF and/or have the ability to make additions,deletions, or changes to the VMF. f. Determined if any high-level officials obtain a periodic report of new vendors added to the VMF. g. If the District makes "manual" or "emergency" payments to vendors that do not go through the regular approval and review procedures, identified personnel responsible for verifying that the vendor has been approved and added to the VMF. Results: a. The VMF included the following data fields: • Vendor name • Type of vendor(vendor versus employee) • Address, city, state, and zip code • Tax Identification Number • Type of company: C (corporation),N (any other type), P (individual/sole proprietor), and E (exempt) • Business phone(can add fax number,but is not mandatory) • Email (not mandatory) - 1 - 2875 Michelle Drive,Suite 300,Irvine,CA 92606 •Tel: 714.978.1300• Fax:714.978.7893 Offinr located in Orange and San Diego Counties Internal Controls (Continued) 1. (Continued) Results (Continued): b. New vendors are entered into the system by the Purchasing Department. A W-9 must be scanned into the system as support for the existence of the new vendor. Also the tax identification number (TIN) must be entered into the system. By entering in the TIN number, the District can verify that the vendor does not already exist in the system to avoid duplicate entries. c. Only the Purchasing Department can make changes to the VMF and add new vendors. d. The Accounts Payable Department has access to the VMF and can approve invoices. However, the Accounts Payable Department cannot make changes to the VMF; therefore, this does not cause an issue for segregation of duties. e. The IT Department has access to the VMF,but cannot make changes. f. High-level officials do not obtain a periodic report of new vendors added to the VMF; however, given the District's other controls, we do not see a need to add this procedure. Per our discussion with the finance department, the District does not believe a benefit exists for this control as they could not think of any new vendor being added that would raise a red flag. g. If a "manual" or "emergency" payment to a vendor requires setup in the VMF then the only difference from the procedure noted in "b" above is that a W-9 is not required. The W-9 will be obtained at a later date due to the emergency situation. Overall.: Only the Purchasing Department can make changes to the VMF and add new vendors. The Accounts Payable Department and non-purchasing department employees (such as the General Manager, Purchasing Manager, Department Directors, Division Managers, Supervisors, and other District staff) are responsible for approving purchases. The functions of making changes to the VMF and approving purchases are segregated. 2. The District provided the VMF and a listing of District employees, including employee addresses, the Employee Master File(EMF),as of March 13, 2017. Results: We received the VMF and EMF files.No exceptions were noted as a result of this testing. 3. The IT Manager responsible for providing the VMF and EMF in procedure #2 above signed a representation that in the compilation or transmission of the VMF and EMF, all electronic data provided was as originally recorded in the District's system and was not altered for purposes of this agreed-upon procedure. Results: The representation letter was signed by the Principal Information Technology Analyst who provided the VMF and EMF.No exceptions were noted as a result of this testing. -2 - Test for Possible Matches between Vendors and Employees 1. We compared the names and addresses of the vendors in the VMF with the names and addresses of employees in the EMF. a. We searched for exact matches of names and addresses. b. We searched for partial matches (such as variations of employee names included in the VMF and the same street name,but different house/apartment number). Results: We performed this procedure and utilized the results to select the samples for the procedures under"Exact Matches" section and`Partial Matches"section below. Exact Matches 2. Exact matches between the VMF and EMF can be due to travel or other reimbursement requests by employees that are paid outside of the payroll system. We provided the listing of exact matches to the District and requested a history of payments made (outside of payroll) for the 21-month period. We utilized the payment history to identify 15 employees with the largest aggregates payments made outside of payroll. From the remainder of the exact matches identified, a random sample of 10 was selected. Results: We provided the matches noted from procedure #1 ("Test for Possible Matches between Vendors and Employees" section) above and received the history of payments for the 21-month period from the District. We utilized the history of payments to make the sample selection for procedures#3 and#4 below within this "Exact Matches"section. In addition, during our review of the VMF,we noted some vendors that are listed multiple times. The vendors had the same address and, in some cases, the same tax identification number. We recommend the District review the VMF and remove the vendors that are listed more than once without different addresses. The vendors noted are included in "Attachment A". 3. For those 25 employees selected in procedure 42 above, we selected a sample from the payment history to test to verify the propriety of the payment. In selecting the sample of individual transactions, we followed the American Institute of Certified Public Accountants (AICPA) sample size guidance with a maximum sample size per employee of 25 transactions. Results: We selected the sample and tested the items selected in procedure #4 below within this "Exact Matches" section. 4. To verify the propriety of the payments selected in procedure #3 above, the following was performed: a. The District provided procurement policies and procedures indicating the type and amount of approvals required. b. We ensured the reimbursement request or invoice was approved in accordance with District policy noted in procedure#4a above. c. We determined the payment was for goods and/or services that are reasonable given the District's business. d. In the case of vendors selected that are not employees, we verified the District has a W-9 on file. -3 - Exact Matches (Continued) 4. (Continued) Results: The cash disbursements selected for testing were approved in accordance with the District's policies,were reasonable given the District's business, and had a W-9 on file, if applicable. No exceptions were noted as a result of this testing. Partial Matches 5. We determined the number of employees and vendor names and/or addresses that have partial matches. We provided the listing of partial matches to the District and requested a history of payments made (outside of payroll) for the 21-month period. We selected a sample based on the AICPA sample size guidance with a maximum sample size of 25. The sample selection was split with 60% of the sample selection focusing on the largest aggregate payments by vendor and 40% of the sample randomly selected. Results: We provided the matches noted from procedure #1 (`Test for Possible Matches between Vendors and Employees" section) above and received the history of payments for the 21-month period from the District. We utilized the history of payments to make the sample selection for procedures#6 and 47 below within this `Partial Matches" section. 6. For those matches selected in procedure #5 above, we selected a sample from the payment history to test to verify the propriety of the payment. In selecting the sample of individual transactions, we followed the AICPA sample size guidance with a maximum sample size per employee of 25 transactions. Results: We selected the sample and tested the items selected in procedure #7 below within this "Partial Matches"section. 7. To verify the propriety of the payments selected in procedure #6 above, the following was performed: a. The District provided procurement policies and procedures indicating the type and amount of approvals required. b. We ensured the reimbursement request or invoice was approved in accordance with District policy noted in procedure#6a above. c. We determined the payment was for goods and/or services that are reasonable given the District's business. d. In the case of vendors selected that are not employees, we verified the District had a W-9 on file. Results: The cash disbursements selected for testing were approved in accordance with the District's policies and were reasonable given the District's business with the exception of one transaction noted in the second paragraph below. Out of the 11 vendors selected for testing, 5 did not have a W-9 on file. The District did not have a W-9 on file because the vendor was set up a long time ago in the system. The W-9 was not a formally documented or consistently followed procedural step by Purchasing to obtain and append a W-9 for newly created Vendor files until the estimated timeframe of 2012. We recommend the District ensures that all vendors in the VMF have a W-9 on file. -4- Partial Matches(Continued) 7. (Continued) Out of 34 cash disbursements selected for testing, one did not have the required approval. This disbursement was a rebate to a District customer in the net amount of$17,226.25. This customer paid fees based on estimated usage and, at year-end, the District calculated the customer fees based on actual usage. In this case, the customer was owed a rebate. The District's policy is that all credits or rebates to customers should be reviewed and approved by the Controller. We did not note the Controller's initials on the customer refund. We recommend the District ensure the required approvals we obtained prior to paying customer refunds. Analvzine New Vendors 8. The District provided a list of all new vendors added during the 21-month period. Results: The District provided the listing of all new vendors added during the 21-month period. 9. The District distributed the list of new vendors to the appropriate personnel who reviewed the list and confirmed that new vendors added to the list were valid. Results: The listing was provided to the Contracts/Purchasing Assistant and the Purchasing Supervisor who signed a representation letter that, to the best of their knowledge, the new vendors consisted of valid vendors utilized by the District for appropriate District daily operations. Review of P.O. Boxes 10. We identified vendors in the VMF with P.O. Boxes as addresses and selected a sample of 25. Results: We identified the vendors in the VMF that had P.O. Boxes as addresses and selected a sample for the procedure#11 below within this "Review of P.O. Boxes"section. 11. We verified the authenticity of the vendor by performing the following procedures: a. Reviewed the form W-9 the District has on file. b. Accessed the vendor websites and/or called the vendor to verify existence. Results: We were able to verify the existence of all vendors with online websites. For 13 of the 25 vendors selected,we were not able to inspect the W-9. The District did not have a W-9 on file because the vendor was set up a long time ago in the system. The W-9 was not a formally documented or consistently followed procedural step by Purchasing to obtain and append a W-9 for newly created Vendor files until the estimated timeframe of 2012. We recommend the District ensures that all vendors in the VMF have a W-9 on file. - 5 - Disclaimer This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion,respectively, on the existence of fictitious vendors.Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. However, no fictitious vendors were uncovered in this agreed-upon procedures engagement. Restriction on the Use of This Report This report is intended solely for the information and use of the Orange County Sanitation District Board of Directors and management of the District, and is not intended to be, and should not be, used by anyone other than those specified parties. A)A" i Aw-z" /1P Irvine, California August 24, 2017 -6 - ORANGE COUNTY SANITATION DISTRICT AGREED-UPON PROCEDURES REVIEW FICTITIOUS VENDOR ANALYSIS FOR THE 21-MONTH PERIOD OF JULY 1, 2015 TO MARCH 31,2017 ATTACHMENT A SECTION: EXACT MATCHES PROCEDURE#2 The following vendors were listed multiple times within the VMF: The Bank of New York Mellon Arms,International Inc City of Fullerton East Orange County Water District Biorem Environmental Inc Aecom Technical Services Inc Alfa Laval Ashbrook Simon-Hartley Inc American Chemical Society American General Life Insurance Company Associated Vacuum Services AT&T Teleconference Services Battery Systems Inc Benshaw,Inc (Regal) Calcoast(California Coastal Commission) Carollo Engineers Corporate Office City of Buena Park City of Los Alamitos City of Stanton City of Tustin City of Westminster Cortech Engineering City of Brea City of Yorba Linda Dancing Coyote Environmental Dartco Transmission Sales & Service Employment Development Dept-Cashier Eppendorf North America Inc First American Title Company Institute of Business Publications ORANGE COUNTY SANITATION DISTRICT AGREED-UPON PROCEDURES REVIEW FICTITIOUS VENDOR ANALYSIS FOR THE 21-MONTH PERIOD OF JULY 1, 2015 TO MARCH 31,2017 ATTACHMENT A(CONTINUED) SECTION: EXACT MATCHES PROCEDURE#2 JP Morgan Chase Bank,NA Lehigh Outfitters,LLC Liberty Pipeline Services Linde Electronics Specialty Gases MSC Industrial Supply Co OFS Brands Holdings Inc Opfiv Security Inc Orange County Vector Control District Parkson Corporation Pine Environmental Services LLC Powercom Quincy Compressor R.F. Macdonald Co Red Wing Shoe Store SCPLRC - Souther California Public Southland Claims Svc Inc T and D Communications Inc TCH Associates/Princeton Case West USAA United Services Automobile Assoc Vaughan's Industrial Repair Wastewater Solids Management Co Willdan Umpqua Bank Bonerts Inc South Coast Circuits Wateruse Association Gallade Chemical Inc Stratus Environmental Inc National Water Research Institute International Paper GRM Information Management Services ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir. io/up1 io/zs/v AGENDA REPORT emNumber Item Number 3 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: DOIG DRIVE PROPERTY DISPOSAL— BROKER GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to conduct a Request for Proposal process and subsequently award for real estate broker services to facilitate the sale of the Orange County Sanitation District's real property at 7311 Doig Drive, Garden Grove, CA. BACKGROUND In 2005, the Orange County Sanitation District (Sanitation District) purchased the building located at 7311 Doig Drive in Garden Grove to be used as a Collections Department field office and corporate yard. However, as a result of local sewer transfers primarily in Tustin and unincorporated areas of Orange County, it was later determined that the new facility was no longer necessary and the building was declared surplus property. A decision was made to lease the building out. The building is currently under a lease with a manufacturing firm that guarantees extensions until 2022. The building was constructed in 1978 per seismic codes less stringent than currently required. A Seismic Risk Assessment was performed and structural reinforcements were recommended to meet current seismic standards. The Board determined that the associated expenses related to repair of the building were cost prohibitive and directed staff to dispose of the property. RELEVANT STANDARDS Ensure the public's money is wisely spent PROBLEM The Sanitation District does not engage in many real estate transactions. As such, it does not maintain in-house real estate resources or expertise. PROPOSED SOLUTION Dispose of this asset through sale through engagement with a real estate broker for this transaction. Page 1 of 2 TIMING CONCERNS The ownership and management of this property is not necessary and represents a distraction from Sanitation District core business. RAMIFICATIONS OF NOT TAKING ACTION N/A PRIOR COMMITTEE/BOARD ACTIONS March 2017 - Board of Directors approved disposition of property at 7311 Doig Drive be referred to the Administration Committee. November 2016 -Approved the Second Amendment to the Doig Property Lease to enter into an eight-month lease extension of the Sanitation District's real property at 7311 Doig Drive, in a form approved by General Counsel. July 2016 - Board of Directors approved First Amendment to extend the lease by three months at 7311 Doig Drive. December 2011 - Board of Directors authorized the lease at 7311 Doig Drive. November 2010 - Board of Directors declared the property at 7311 Doig Drive as surplus property. ADDITIONAL INFORMATION At its March 22, 2017 meeting, the Board approved the designation of Sanitation District property at 7311 Doig Drive as surplus and referred the item to the Administration Committee for disposition. Staff recommends engaging a broker to facilitate the sale of the property. FINANCIAL CONSIDERATIONS The proceeds of this asset disposal may be used to offset other property acquisitions by the Sanitation District. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: N/A Page 2 d 2 STEERING COMMITTEE Meeting Date TOBd.Of Dir. io/zs/v io/zs/v AGENDA REPORT emNumber IemNumber 2 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: 10TH ANNIVERSARY OF THE GROUNDWATER REPLENISHMENT SYSTEM GENERAL MANAGER'S RECOMMENDATION A. Approve hosting a GWRS loth anniversary event in Winter 2018 in cooperation with the Orange County Water District; and B. Approve an additional $20,000, that will be split between Orange County Water District and the Orange County Sanitation District, in the GWRS outreach budget to host a GWRS loth anniversary event. BACKGROUND The Groundwater Replenishment System (GWRS) is a historic water infrastructure project that has had a significant impact globally on the public acceptance of water reuse for drinking water purposes. The loth anniversary of the project will occur in January 2018. Orange County Sanitation District (Sanitation District) and Orange County Water District (OCWD) staff, and GWRS public relations consultant Dick Jones Communications, have researched event options at the direction of the Joint GWRS Steering Committee to commemorate this GWRS milestone. RELEVANT STANDARDS • Support OCWD expansion of GWRS • Build brand, trust, and support with policy makers and community leaders • Use all practical and effective means for recovering wastewater for reuse • Maintain collaborative and cooperative relationships with regulators/Stakeholders PROBLEM In January 2017, the GWRS Joint Steering Committee and boards of the Sanitation District and OCWD approved an outreach program related to the bottling of GWRS water and the commemoration of the loth anniversary of the GWRS. The outreach program began in February 2017 and will run through March 2018. The program includes tabling at multiple community events throughout California; social media engagement; and sharing GWRS water with media, policy makers, and agencies and associations exploring water reuse projects. OCWD and the Sanitation District contracted with Dick Jones Communications to assist with these outreach efforts. Page 1 of 3 The Committee also decided that rather than hosting a traditional ceremony to commemorate the GWRS loth anniversary, focus should be more on outreach and social media exposure. Traditional events are defined as events consisting of networking followed by a ceremony consisting of speeches and presentations from agency leadership and elected officials. However, at its July 2017 meeting, the Committee expressed interest in possibly hosting an event in 2018. PROPOSED SOLUTION Staff recommends proceeding with a Winterfest Event combined with the Guinness Book World Records based on cost,traditional and social media exposure, and audience reach. TIMING CONCERNS • The 1011 Anniversary of the GWRS takes place in January 2018, leaving three to four months to plan and execute an event in January or February of 2018. • Rentals of equipment used to make snow and ice are popular during the winter months. RAMIFICATIONS OF NOT TAKING ACTION • Regardless whether an event is held or not, staff will continue to proceed with issuing a press release, pitching media and creating a video to commemorate the milestone, writing a feature story for Source Magazine's spring issue, and will continue to do extensive outreach related to the GWRS bottled water campaign. • Staff inquired about participation with the 2017 Rose Parade. Float concepts are selected one year prior to each parade. Staff has reached out to Cal Poly Pomona and is permitted to submit concept ideas in January 2018 for consideration for the January 2019 Rose Parade. PRIOR COMMITTEE/BOARD ACTIONS October 2017 - Request for action at the GWRS Joint Steering Committee for approval of event and corresponding budget. Due to lack of quorum, Committee requested item be presented to Sanitation District and OCWD Boards for action. January 2017 - Approved a budget of $126,000, to be cost shared with OCWD, for outreach related to the bottling of GWRS water and the commemoration of the loth anniversary of the GWRS; and authorized agreement with Dick Jones Communications for an amount not to exceed $4,350 per month for 13 months, plus approved reimbursements and expenses, to execute the outreach plan for bottled GWRS water and the GWRS loth anniversary. December 2016 - Authorized $15,000 for the initial testing and bottling of GWRS water, with the cost of the bottling and testing to be shared between OCWD and the Sanitation Page 2 of 3 District; and authorized the General Managers of OCWD and the Sanitation District to approve the label for the first-run GWRS water bottles. ADDITIONAL INFORMATION Additional options and a list of objectives each proposed event would meet are included in the Joint GWRS Steering Committee meeting agenda report dated October 9, 2017. CEQA N/A FINANCIAL CONSIDERATIONS Though considerable outreach has been done since February 2017 and will continue through March 2015, $30,000 to $35,000 of the GWRS outreach budget is currently not committed to specific related activities. If there is a desire to host an event, these funds could be allocated for an event. In addition, the Sanitation District has budgeted $7,500 for a joint GWRS employee event/barbeque. If employees are to be invited to an anniversary event, these funds could be allocated to the event. This request complies with authority levels of the Sanitation District's Purchasing Ordinance. A portion of this item has been budgeted. (Line item: Section 6, Page 12). The remaining balance will come from the General Manager's Contingency Fund. (Section 6, Page 4). ATTACHMENT The following affachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • October 9, 2017 Joint GWRS Steering Committee Agenda Report Page 3 d 3 AGENDA ITEM SUBMITTAL Meeting Date: October 9, 2017 Budgeted: Partial Budgeted Amount: $30,000 to $35,000 To: GWRS Steering Committee Cost Estimate: $25,000 to $135,000 (cost shared between OCWD and OCSD) Funding Source: General Fund Program/Line Item No.: 1012.56012.9900 From: Mike Markus General Counsel Approval: N/A Engineers Report Approved: N/A Staff Contact: E. Torres/J. Cabral CEQA Compliance: N/A Subject: 10TH ANNIVERSARY OF THE GWRS SUMMARY The Groundwater Replenishment System (GWRS) is a historic water infrastructure project that has had a significant impact globally on the public acceptance of water reuse for drinking water purposes. The 10" anniversary of the project will occur in January 2018. Staff and Dick Jones Communications will present event options to commemorate this GWRS milestone. Attachment(s): Dick Jones Communications September 2017 Update RECOMMENDATION Agendize for the October 18 OCWD Board meeting: Staff seeks Committee direction on whether to host a GWRS 101" anniversary event in January or February of 2018 and if so, approve an event option and budget to support the selected event. GWRS OUTREACH PROGRAM AND 10T" ANNIVERSARY In January 2017, the GWRS Joint Steering Committee (the Committee) and boards of the Orange County Water District (OCWD) and Orange County Sanitation District (OCSD) approved an outreach program related to the bottling of GWRS water and the commemoration of the 10th anniversary of the GWRS. The outreach program began in February 2017 and will run through March 2018. The program includes tabling at multiple community events throughout California, social media engagement and sharing GWRS water with media, policy makers, and agencies and associations exploring water reuse projects. The districts contracted with Dick Jones Communications to assist with these outreach efforts. 1 The Committee also decided that rather than hosting a traditional ceremony to commemorate the GWRS 10h anniversary that the districts should focus more on outreach and social media exposure. However, at its July 2017 meeting, the Committee expressed interest in possibly hosting an event in 2018. Below are five event options staff will discuss with the Committee: Event Description Estimated Duration Cost "Blue" Tie or"Blue" . Dinner @ GWRS; blue carpet is rolled out at $25,000 to 2 '/n- 3- Carpet Gala/Dinner entrance $35,000 hour Program includes a ceremony(speeches and weeknight presentations) event; 6:00 . 200 to 250 guests: invite pm 9:00 pm environmental/water social media influencers;electeds;OC and So.Cal water and wastewater agencies,and cities; chambers . Reach out to an astronaut or weathercaster to emcee event . Recognize people who have helped make advancements in the water industry and/or policy makers Water Winterfest . Ice skating rink made w/GWRS water;on $125,000 5 days V.I. GAP lot to and/or . Food trucks $135,000 evenings; . Tours of GWRS Wed.-Sun. . Music(local HS bands;guest DJs) 3-5 hours . Program includes a ceremony(speeches and per day/evening presentations) . 2,500 to 5,000 guests over the course of 5 days . Each day/evening would host a different group. For example: o Suits on Skates/Ice: chambers, producers and electeds o College night—universities we partner with for tours and Festival o Water and wastewater industry vendors and engineers;trade unions; other agencies outside service areas o Moms clubs;families; nearby FV residents; local Kiwanis and Rotary; City of Fountain Valley;Community Based Organizations(CBOs) o OCWD and OCSD employees and families 2 Water Winterfest . Ice slide made from GWRS water; on GWRS $25,000 to 4 to 4 %3 V.2 campus $35,000 hours; . Snow made from GWRS water Saturday Artist creates ice sculpture with frozen event; 9:30 GWRS water am to 2:00 . Snow cones made with GWRS water Pm . 2,000 to 2,500 guests;invite electeds; OC and So. Cal water and wastewater agencies and cities,OCWD&OCSD employees,and FV/area residents; Moms clubs;families; CBOs . Tours of GWRS . Food trucks . Music(local HS bands;guest DJ) . Program includes a brief ceremony (speeches and presentations) Breakfast/Luncheon . We set a Guinness record TBD at GWRS $25,000 to 2 to 2 '% with Guinness Book . 300 to 700 guests; invite electeds;OC and $35,000 hour of World Records So. Cal water and wastewater agencies and weekday cities,OCWD&OCSD employees,and FV event residents . Program would include a brief ceremony (speeches and presentations) . Breakfast or lunch will be served . Reach out to an astronaut or weathercaster to emcee the event Winterfest V.2 . Ice slide made from GWRS water; on GWRS $35,000 to 4 to 4 %2 combined with campus $50,000 hours; Guinness Book of . Snow made from GWRS water Saturday World Records . Artist creates an ice sculpture using frozen event; 9:30 GWRS water am to 2:00 . Snow cones made with GWRS water pm . We set a Guinness record TBD at GWRS . 2,000 to 2,500 guests;invite electeds; OC and So. Cal water and wastewater agencies and cities,OCWD&OCSD employees,and FWarea residents; Moms clubs;families; CBOs . Tours of GWRS . Food trucks . Music(local HIS bands;guest DJ) . Program would include a brief ceremony (speeches and presentations) . Reach out to an astronaut or weathercaster to emcee the event 3 Below is a list of objectives each proposed event would meet: "Blue" Tie or Water Water Guinness Winterfest "Blue" Carpet Winterfest Winterfest Book of V.2.w/ Gala/Dinner V.1. V.2 World Guinness Records Book Local Media X X X X X Coverage National Minimal X Some X X Media Coverage International Some Minimal X X Media Coverage Social Media Minimal X X X X Engage ent Millennial X Some X X Engagement Trades X X X X X Publications Coverage Attendance 200-250 2,500 to 2,000 to 300 to 700 2,000 to 5,000 2,500 2,500 Electeds X X X X X Participation Industry X X X X X Participation Community Minimal X X Some X Engagement Employee X X X X Engagement Increase Minimal X X X X Awareness of Water Reuse BUDGET Though considerable outreach has been done since February 2017 and will continue through March 2018, $30,000 to $35,000 of the GWRS outreach budget is currently not committed to specific related activities. If there is a desire to host an event, these funds could be allocated for an event. In addition, OCSD has budgeted $7,500 for a GWRS 4 employee event/barbeque. If employees are to be invited to an anniversary event, these funds could be allocated to the event. Water Winterfest V.1. and the Winterfest V.2 combined with the Guinness Book of World Records event options exceed the amount available in the GWRS outreach budget. If the Committee wishes to host the Water Winterfest V.1. event, it would require authorizing an additional budget of$90,000 to $105,000. Staff could solicit sponsorships to help offset costs. If the Committee wishes to host the Winterfest V.2 combined with Guinness Book of World Records event, it would require authorizing an additional budget of$15,000 to $20,000. Staff could solicit sponsorships to help offset costs. TIMING CONCERNS • The 10th Anniversary of the GWRS takes place in January 2018— leaving three to four months to plan and execute an event in January or February of 2018. • Rentals of ice rinks and equipment used to make snow and ice are popular during January and February. ALTERNATIVES TO NOT HOSTING AN EVENT • Regardless if an event is held or not, staff will continue to proceed with issuing a press release, creating a video to commemorate the milestone, write a feature story for Source Magazine's spring issue, and continue to do extensive outreach related to the GWRS bottled water campaign. • Staff inquired about participation with the 2017 Rose Parade. Float concepts are selected one year prior to each parade. Staff has reached out to the Cal Poly Pomona and is permitted to submit concept ideas in January 2018 for consideration for the January 2019 Rose Parade. PRIOR RELEVANT ACTION (S) 12/7/2016, M16-00-Authorize $15,000 in the Public Affairs Department budget for the initial testing and bottling of GWRS water, with the cost of the bottling and testing to be shared between OCWD and OCSD; and Authorize the General Managers of OCWD and OCSD to approve the label for the first-run GWRS water bottles. 02/15/2017, R17-2-23 -Authorize a budget of$126,000, to be cost shared with the Orange County Sanitation District, for outreach related to the bottling of GWRS water and the commemoration of the 10th anniversary of the GWRS; and Authorize Agreement with Dick Jones Communications for an amount not to exceed $4,350 per month for 13 months, plus approved reimbursements and expenses, to execute the outreach plan for bottled GWRS water and the GWRS 10th anniversary. 5 ff f ff DICK JOTNES To:GWRS From:Dick Jones Communications Date:September 1,2017 Subject:September Work Plan RECENT CLIPS "From toilet water to drinking water."Capitol Weekly,August 7 :• Op-Ed,"Recycled water:Better for business,better for the lone haul."The Hill,August 2 "Toilet to tao7 Some in droueht-prone California say it's time."The Mercury News,July 5 :• On-air water tasting,San Antonio News DULY/AUGUST RECAP Media Outreach&Coverage • Created and designed#GetOverlt social media campaign (to be launched in September),including: designing taste test collateral and execution;identifying/contacting influencers; scripting promotional video • Brainstormed,presented and drafted proposals and master budget document for 10&Anniversary Celebration(including Blue Tie gala; GWRS ice rink; GWRS installation;and mobile showroom) • Secured placement for opt ed in The Hill; coordinated publication of piece including second round of edits • Coordinated reprint of media kits with printer,including price/unit estimates and dye transfer Event Coordination&Roadshow • Secured sponsorship and coordinated client presence for roadshow events,including: o Casa Agria Brewing Competition (9/26) -collaborated on press;designed bottle giveways for attendees; pitched potential guest judges;provided input on event collateral o National Weather Association conference (9/17),including negotiated rate for one-day participation;designed strategy for maximum audience engagement at event(see#CYTTW campaign) o Central Coast Sustainability Summit(10/11) -extended deadline; edited and submitted proposal; coordinated speaker selection o USC v.UCLA Football Game(11/18) -drafted and priced out booth design for maximum audience engagement • Corresponded Monterey water districts reqarding future MRY Aquarium event(ongoing) • Contacted,drafted proposals and estimates for sponsorship for the following,which did not proceed: CycLAvia;Brunchcon; 626 Night Market;California Museum,Sacramento; Central Coast Wine Classic,San Luis Obispo Account Management • Held half-day,in-person strategy meeting to discuss account flow and priorities • Created event template and checklist document tracking tasks,supplies and timeline for roadshow events;completed tracking documents for all upcoming,confirmed events • Created,tracked and updated master calendar for GWRS roadshow,sent out each week including regular addition and research for internal and client-suggested events WWW. DICKJONES .COM SEPTEMBER TASKS&TACTICS—Issues Management&Planning • Execute September roadshow events,including: National Weather Association (9/17);TEDX Bakersfield (9/21); and Casa Agria Brewing Competition(9/26).Prepare for execution of October events. • Continue expanding GWRS roadshow calendar for November and December,with priority on events in Northern CA that reach target demographics (millennials; sustainability influencers) • Finalize idea and continue strategic planning for GWRS 10th Anniversary Celebration Qan.2018) SEPTEMBER TASKS&TACTICS—Earned Media • Execute#CYTTW social media campaign including direct outreach to influencers and anchors;secured placement in social media; material development for kits and video;and expanded activity on owned social media accounts STEERING COMMITTEE Meeting Date TOBd.Ot Dir. ig/2s/v io/zs/v AGENDA REPORT emNumber Item Number 3 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: RATIFY A THREE-PARTY AGREEMENT TO RELOCATE THE FRUIT STREET TRUNK SEWER TO ACCOMMODATE THE OC STREETCAR GENERAL MANAGER'S RECOMMENDATION Ratify the Three-Party Agreement (Letter of Intent) between the City of Santa Ana, the Orange County Transportation Authority, and the Orange County Sanitation Districtwhich allows for the Orange County Transportation Authority to relocate the existing Fruit Street Trunk Sewer and maintains the existing Agreement with the City of Santa Ana to make new local/lateral connections in exchange for maintaining and cleaning the sewer. BACKGROUND The Orange County Transportation Authority(Authority) is in the process of designing the OC Streetcar project. A portion of this project intends to install a new streetcar in Santa Ana Boulevard above the Orange County Sanitation District's (Sanitation District) Fruit Street Trunk Sewer. Maintaining the Fruit Street Trunk Sewer in portions of its current alignment is not an option. The Sanitation District's sewer cleaning methodologies and equipment are not compatible with constraints that will be imposed by the OC Streetcar when in operation. The overhead electrical lines and lack of horizontal clearance would require that the OC Streetcar operations cease while sewer maintenance or spill response are occurring. Additionally, repair and replacement of the sewer would be made more difficult and costly as a result of the location of the OC Streetcar tracks. The City of Santa Ana (City), Authority, and Sanitation District staffs have all agreed that it is generally not practical, nor in the common public interest, to create a new local sewer and a realigned regional (Sanitation District) sewer and a new OC Streetcar alignment in Santa Ana Boulevard. All three staffs believe there is insufficient space for all three alignments among the other buried utilities in that location. RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Maintain collaborative and cooperative relationships with neighboring agencies Page 1 d 3 PROBLEM The existing Fruit Street Trunk Sewer and the proposed OC Streetcar alignment are in conflict and are incompatible on Santa Ana Boulevard. PROPOSED SOLUTION The Three-Party Agreement calls for the following: • The Sanitation District will allow the Authority to relocate the affected portions of the Fruit Street Trunk Sewer. • The City will continue to maintain and operate the Fruit Street Trunk Sewer upstream of the intersection of Broadway and Santa Ana Boulevard. • The Sanitation District will continue to own the Fruit Street Trunk Sewer, but will continue to negotiate the transfer of this sewer to the City. • The Authority will relocate the sewer at its cost, but reserves the right to recover these costs from the Sanitation District by legal or other means in the future. TIMING CONCERNS This agreement is necessary to proceed with the project on a timeline that meets federal funding requirements. RAMIFICATIONS OF NOT TAKING ACTION Delays in approval of this Agreement may have a negative impact on federal funding for the OC Streetcar project and delay the overall project implementation. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District and the City provide sewer services to the homes and businesses along Santa Ana Boulevard. The Sanitation District installed the Fruit Street Trunk Sewer (Project No. 1-9) at the City's request in 1968. The Fruit Street Trunk Sewer generally begins at the intersection of Main Street and Santa Ana Boulevard, and then runs east in Santa Ana Boulevard to N. Santiago Street and through the Santa Ana Regional Transportation Center. Later in 1968, the City requested to partner with County Sanitation District No. 1 of Orange County to abandon the City's parallel six-inch sewer line and to make local lateral connections to the Fruit Street Trunk Sewer. In exchange for the Sanitation District allowing lateral connections, the City offered to maintain the Fruit Street Trunk Sewer. County Sanitation District No. 1 accepted the City's offer on April 10, 1968. Page 2 of 3 CEQA The City of Santa Ana is the lead agency for the project, which adopted a Statement of Overriding Considerations for the project on January 27, 2015. FINANCIAL CONSIDERATIONS The Authority will pay for the relocation of the sewer and may seek reimbursement in the future by legal or other means. ATTACHMENT The following attachment(s)are available in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Letter of Intent Regarding OC Streetcar and Relocation of Fruit Street Trunk Sewer RTC:gc Page 3 d 3 Serving- Orange County Sanitation District Anaheim 10844 Ellis Avenue,Fountain Valley,CA 92708 Brea 714.962.2411 www.ocsd.com October 11, 2017 Buena Park Cypress Darrell Johnson Fountain valley Orange County Transportation Authority Fullerton 550 S. Main Street Orange, CA 92868 Garden Grove Huntington Beach Cynthia J. Kurtz, Interim City Manager City of Santa Ana Irvine 20 Civic Center Plaza La Habra P.O. Box 1988, M31 Santa Ana, CA 92701 La Palma Los Alamitos SUBJECT: Letter of Intent Regarding OC Streetcar and Relocation of Fruit Street Trunk Sewer Newport Beach Orange The City of Santa Ana (City), the Orange County Transportation Authority (Authority), and the Orange County Sanitation District (Sanitation District) have a Placentia mutual interest in the prudent management of surface transportation development Santa Ana and maintenance of sewer service to current and future users in the area around and along Santa Ana Boulevard. This letter of intent puts forth terms agreed to by Seal Beach ourthree entities under which portions of the Sanitation District's Fruit Street Trunk Stanton Sewer would be relocated as part of the Authority/s OC Street Car Project, and that the City would continue to perform operation and maintenance of the Fruit Street Tustin Trunk sewer as relocated. Sanitation District staff plan to agendize approval of this villa Park agreement at its regular October 2017 Board Meeting. County of Orange Background Costa Mesa Sanitary District City's Request to Install Trunk Sewer. The Sanitation District and the City provide Midway City sewer services to the homes and businesses along Santa Ana Boulevard. The Sanitary District Sanitation District installed the Fruit Street Trunk Sewer (Project 1-9) at the City's Irvine Ranch request in 1968. The Fruit Street Trunk Sewer generally begins at the intersection Water District of Main Street and Santa Ana Boulevard, and then runs east in Santa Ana Boulevard yorba Linda to N. Santiago Street and through the Santa Ana Regional Transportation Center. Water District City's Request to Connect Laterals to Trunk Sewer. Later in 1968,the City requested _ to partner with County Sanitation District No. 1 of Orange County to abandon the City's parallel six-inch sewer line and to make local lateral connections to the Fruit Street Trunk Sewer. Our Mission: To protect public health and the environment by providing effective wastewater collection, treatment, and recycling. JHYY $PNII41i0 Darrell Johnson Cynthia J. Kurtz October 11, 2017 .q Page 2 of 7 TH EMJ\ In exchange for the District allowing lateral connections, the City offered to maintain the Fruit Street Trunk Sewer. County Sanitation District No. 1 accepted the City's offer April 10, 1968. See Exhibit A. Consolidation and Regional versus Local Roles. In 1997,the eight individual County Sanitation Districts combined to form the Orange County Sanitation District. The consolidated Sanitation District focuses on regional waste water collection and treatment,and local agencies are responsible for collection of local sewer flows and delivering those flows to a Sanitation District manhole. Sanitation District Policy Against Lateral Connections to Trunk Sewers. It has been Sanitation District policy for many years not to allow lateral connections to its pipes. There are fiscal and regulatory reasons for this policy. Fiscally, it is appropriate for local sewer service providers to bearthe cost of local service which varies by locality based on topography, rights-of-way and development patterns. The local providers all collect the appropriate fees to construct and maintain local collection operations. From a regulatory perspective, the local sewer service providers are required by the California State Regional Water Quality Control Board by permit to operate and maintain their local collection systems. Significant spill liabilities that did not exist in 1968 are now present. Sanitation District Has Offered to Quitclaim Sewer to City. The sewer originates in the City(at 17Th Street and Grand Avenue) and transports only City sewer flows,not regional flows. The Sanitation District has offered to quitclaim its interest in the Fruit Street Trunk Sewer to the City. Discussions are on-going between the City and Sanitation District. A letter of intent is being generated to facilitate the transfer of ownership of the Fruit Street Trunk Sewer. OC Street Car Project Conflicts with Trunk Sewer; Relocation Required Facility Conflict and Relocation. The City and the Authority have entered into cooperative agreements to construct the OC Street Car on Santa Ana Boulevard on an alignment that conflicts with the existing Fruit Street Trunk Sewer. The Sanitation District and Authority agree that due to the proposed OC Streetcar alignment portions of the existing sewer alignment will be relocated generally within Santa Ana Boulevard,but disagree on the party who is financially responsible for the sewer relocation. The Authority has offered to provide the engineering and construction services required to relocate the portions of the sewer that conflict with the proposed OC Street Car alignment. q Y SNNIiq♦, Darrell Johnson Cynthia J. Kurtz October 11,2017 a Page 3 of 7 e � iM EMS The Authority may seek compensation for relocating portions of the existing Fruit Street Trunk sewer by legal or other means. Track Location Will Impair Access for Repairs. Replacement, Spill Response. Maintaining the Fruit Street Trunk Sewer in portions of its current alignment is not an option.The Sanitation District sewer cleaning methodologies and equipment are not compatible with constraints that will be imposed by the OC Streetcar when in operation. The overhead electrical lines and lack of horizontal clearance would require that the OC Streetcar operations cease while sewer maintenance or spill response are occurring. Additionally, repair and replacement of the sewer would be made more difficult and more costly as a result of the location of the OC Streetcar tracks. Insufficient Room for Additional Facilities.The City,Authority and Sanitation District staffs have all agreed that it is generally not practical, nor in the common public interest, to create a new local sewer and a realigned regional (Sanitation District) sewer and a new OC Streetcar alignment in Santa Ana Boulevard. All three staffs believe there is insufficient space for all three alignments among the other buried utilities in that location. Proposed Terms of a Three-Party Agreement The Sanitation District proposes an agreement with the Authority and the City that would resolve these issues and allow for the OC Street Car Project to proceed,under the following terms: • Sanitation District will permit Authority to relocate portions of the Fruit Street Trunk Sewer in consultation with the City as necessary from approximately the intersection of Broadway and Santa Ana Boulevard to the Santa Ana Regional Transportation Center. Authority and Sanitation District will enter into a Utility Relocation Agreement with terms consistent with this letter of intent and prior Utility Relocation Agreements. Sewer materials and design standards must be consistent with Sanitation District standards. • The Sanitation District will allow the City to connect users on Santa Ana Boulevard to the relocated Fruit Street Trunk Sewer, consistent with the 1968 agreement, if capacity is available. `o�Hty SPxII4)ON W os Darrell Johnson Cynthia J. Kurtz October 11, 2017 Page 4 of 7 x • The City shall continue to provide sewer cleaning and maintenance to the relocated Fruit Street Trunk Sewer beginning approximately in the intersection of Broadway and Santa Ana Boulevard and continuing upstream to its termination at Grand Avenue and 17t"Street, as well as the North Bristol Street Trunk Sewer. The City shall clean the sewer not less than every 18 months and shall supply CCTV to Sanitation District for its asset management purposes. The City shall be financially responsible for any sewage spills caused by blockages in these sewers upstream of Broadway and Santa Ana Boulevard. The Sanitation District shall be financially responsible for any sewage spills cause by structural failure in these sewers upstream of Broadway and Santa Ana Boulevard. • The Authority shall provide engineering and construction services at Authority's expense to relocate the Fruit Street Trunk Sewer and all local sewer and lateral connections to the relocated Fruit Street Trunk Sewer. • The City and the Authority will coordinate access procedures to facilitate access to the Fruit Street Trunk Sewer for maintenance and cleaning activities. • To protect public health, the Authority and City will also provide perpetual access rights for the Sanitation District to inspect the relocated Fruit Street Trunk Sewer, which may necessitate OC Streetcar service outages. The proposed agreement is only valid with the approval of all three parties. Upon your approval of the deal points set out above, the staff of all three agencies will work cooperatively and diligently to create a more formal agreement to be approved by our governing bodies that will support construction of OC Street Car and long-term sewer service in the area. James Cf. Herberg, P.E. General Manager Agreed and approved: Orange County Transportation Authority By: Z14 Darrell J hnson, Chief Executive Officer 1Y xxxlq Darrell Johnson Cynthia J.Kurtz October 11,2017 Page 5 of 7 rxE •'x City of Santa Ana::im nthia 1. Kurtr,, Interim City Ma ger 1D T:gc Enclosures 1. Exhibit A 2. Exhibit B cc: Rob Thompson Director of Engineering Exhibit A THE CITY Of SHOTO OHO 92701 p7.a...dd".rcob..w April 5, 1968 217 North Main Street Phone: 547-0511 7tr. Fred A. Harper, General Manager Orange County Sanitation District ONE P. 0. Box 5175 Fountain Valley, California 92708 NORTH BRISTOL STREET TRUNK SEWER BETWEEN MYRTLE STREET AND SANTA CLARA AVENUE, FRUIT STR£E2 TRUNK SEWWER (CONTRACT NO. 1-9) The City is willing to accept the additional coats involved is connecting the existing laterals to the Bristol Street Trunk. We would also be willing to pay for the additional engineering mats required to modify the plans so that our old sewer will be removed and the existing laterals connected to the am trunk as part of the project. Because there will be no additional maintenance costs to the City, ani beuwee misting sed future laterals will be connected directly to both the Bristol Street and the Fruit Street Trunks, the City will maintain these sewers. We sincerely appreciate your cooperation in these projects, and wa ask that the above proposals be approved by your Board. We expect to have funds to cover our obligations on this after July 7�1,,d'119968. ( RONALD E. MO. &', Director of Public ftrks Agenda Item #27 -J- District Orange County Sanitation District Exhibit B: Map of Area Revision 09/28/17 N w. all M.LaInWHuc A OI n ZI L.ana esR. WESrMINSTERAVE I. a o Ey s, soma Ana I —. •m�i 5 3 rN, is cnnaga c =I ry �'oy ' LL F IWASHINOiQ4 AVE = 2 • � . a n 1Y* � N .fir 3u' a CIVIC CEMER nR I r / i /�• ••� Q� • �� .e � +Vi 1 � 0 C'IVG • T SrH"T Camar • IT. �I - V •YY9i •SANTFANA BLV•�•�• �• IT a ,1 0 � '• l a I ICommommercisl a Pxm n-r.S StreetwrRoute axxx IDSSAN RaIICorddar isr si se�olapo • Stop Maintenance and Storage Fadglty(Mg) roAreownsama � • Willa � One-wayTravel — I s wick Potentialfmure Slop All Santa Ana Regional TranspodatlanCenter NOTE: OCSD Sewer Trunklines RYmNaripmR<,• overlayed on OCTA map "� STEERING COMMITTEE Meeting Date TOBd.Of Dir. io/zs/v io/zs/v AGENDA REPORT emNumber Item Number 4 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: LEGAL SERVICES WITH LEWIS BRISBOIS BISGAARD & SMITH, LLP GENERAL MANAGER'S RECOMMENDATION Authorize an increase of $100,000 to sole source Purchase Order 105851-OB to Lewis Brisbois Bisgaard & Smith, LLP for legal services related to project and property agreements with Orange County Transportation Authority and City of Newport Beach matters, for a not-to-exceed amount of$325,000. BACKGROUND When the Orange County Sanitation District's (Sanitation District) primary legal counsel has a conflict of interest, matters are referred to a secondary legal counsel. Due to a conflict of interest, the Sanitation District has secured the legal services of Lewis Brisbois Bisgaard & Smith, LLP (LBBS) related to matters involving the Orange County Transportation Authority (OCTA) and the City of Newport Beach. In partnership with the California Department of Transportation, OCTA is conducting the Interstate 405 Improvement Project (OCTA 405 Project) to widen Interstate 405 between State Route 73 and Interstate 605. Multiple Sanitation District sewers and structures, both inside and outside of Plant No. 1, will conflict with the OCTA 405 Project and will require modifications and/or relocations. The OCTA 405 Project will also construct an on-ramp to the southbound Interstate 405 beginning at Ellis Avenue near the Sanitation District's Plant No. 1 entrance. Related to this issue, the Sanitation District has initiated a "quiet title"action with other private parties to confirm its property rights to a small parcel of land at Plant No. 1. OCTA is also managing the OC Streetcar Project, which proposes an alignment that will cross or run parallel with Sanitation District sewer pipes, affecting maintenance and future rehabilitation. The City of Newport Beach has proposed the transfer of certain land rights adjacent to the 15m Street Pump Station to the Sanitation District, and requires legal counsel review. The Sanitation District is working cooperatively with OCTA and the City of Newport Beach to prepare 13 separate formal agreements and modifications to title deeds for more than 10 parcels. These issues require significant research time and attention to detail. 4844-9913-5047.1 Page 1 of 4 RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Protection of Orange County Sanitation District assets PROBLEM The Sanitation District is in need of legal counsel for items related to the OCTA 405 Project, the OC Streetcar, and the City of Newport Beach. The Sanitation District's legal counsel is Woodruff, Spradlin and Smart, which is the same legal counsel for OCTA and the City of Newport Beach. For any legal issues between the Sanitation District and either OCTA or the City of Newport Beach,Woodruff, Spradlin and Smart is not able to represent the Sanitation District (or the other parties) due to a conflict of interest. PROPOSED SOLUTION Procure secondary legal services to assist the Sanitation District in matters related to OCTA projects, as well as one matter related to the City of Newport Beach. TIMING CONCERNS OCTA has established schedules for both of its projects. The Sanitation District would like to work cooperatively with OCTA to meet its schedules and have legal counsel available to review agreements and provide counsel. RAMIFICATIONS OF NOT TAKING ACTION Without action, the Sanitation District would not have legal counsel on matters related to OCTA or the City of Newport Beach transaction, or could delay these important OCTA projects. PRIOR COMMITTEE/BOARD ACTIONS May 2017 - The Board approved an increase of $150,000 to LBBS for legal services, for a not-to-exceed amount of$225,000. ADDITIONAL INFORMATION OCTA 405 Project The OCTA 405 Project requires multiple agreements with the Sanitation District, including a Cooperative Agreement, eight Utility Agreements, various Temporary Entry Permits, a Land Acquisition Agreement, and related easements, encroachments, and deeds. Of these, the Cooperative Agreement and eight Utility Agreements have been approved by the Sanitation District Board of Directors. 4W4-9913-5W1.1 Page 2 of 4 Cooperative Agreement C-6-0979 was approved by the Sanitation District's Board of Directors in August 2016 which accepted OCTA's proposal to relocate the interim Plant No. 1 main entrance, and to modify and relocate onsite Plant No. 1 utilities. The eight Utility Agreements were approved by the Sanitation District's Board of Directors in June 2017 and includes 22 locations throughout Orange County where Sanitation District sewers are impacted and will require relocation, modification, reconstruction, or build-over of existing Sanitation District sewers. OCTA also proposes to enter a Land Acquisition Agreement with the Sanitation District to purchase land to construct, maintain, and operate the new on-ramp and permanent and temporary construction easements to benefit Caltrans, Southern California Edison, the Orange County Water District, and the City of Fountain Valley. OCTA presented an offer for these property rights in August 2017. Executive Management from OCTA and the Sanitation District met to discuss the appraisal offer and the Sanitation District's proposed response. The Sanitation District submitted a formal response to OCTA in September 2017 to facilitate a prompt resolution that meets OCTA's project needs and the Sanitation District's maintenance, operation, planned expansion, and public access needs. This response summarized prior discussions and proposed alternative cost and time-saving resolutions for the OCTA 405 Project. The Sanitation District is currently awaiting a response from OCTA. The OCTA 405 Project also requests that the Sanitation District submit a total of eight longitudinal encroachment exception letters to Caltrans. The Sanitation District continues to issue Entry Permits onto Sanitation District property for OCTA 405 Project data collection and related construction activities, which include terms for reimbursement for legal, oversight, and inspection support services. LBBS has incurred costs of$135,000 to date on these efforts, and estimates an additional $75,000 to complete these agreements. Quiet Title Action LBBS filed a quiet title legal action in connection with a parcel of land that has historically been treated as a portion of Plant No. 1, but for which the Sanitation District does not have a deed. LBBS has identified three living descendants of the original owner, and has obtained quitclaim deeds from each of them, which were accepted by the Board of Directors in September 2017. LBBS will now attempt to obtain a judgment from the court, resolving the title issues in favor of the Sanitation District. LBBS has incurred costs of $48,000 to date on this effort, and estimates an additional $10,000 to complete this task. 4W4-9913-5W1.1 Page 3 of 4 OCTA Streetcar Project The Sanitation District has been working with OCTA with respect to the Streetcar Project proposed for Santa Ana Boulevard, which is presently designed to be constructed directly over portions of the existing Fruit Street Trunk Sewer, creating a conflict between the ability of both agencies to operate and maintain their respective infrastructure. The Sanitation District, OCTA, and the City of Santa Ana are in the process of cooperatively resolving the relocation, ownership, and maintenance issues relating to that conflict. LBBS has incurred costs of $6,500 to date on this effort, and estimates an additional $38,400 to complete this task. City of Newport Beach The Sanitation District's 151h Street Pump Station is adjacent to a parking lot parcel owned by the City of Newport Beach and the Sanitation District would like to obtain ownership or permanent use rights of an unused portion. In order to comply with certain tax covenants,the City of Newport Beach would like to lease or permit the Sanitation District's use for a number of years, and then potentially sell the small parcel after the expiration of five years after its original acquisition from Southern California Edison. LBBS will assist in negotiating and structuring the transaction. LBBS has incurred costs of $2,100 to date on this effort, and estimates an additional $10,000 to complete this task. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY 2016-17 Line item: Professional and Contractual Services, Section 6, Page 56). ATTACHMENT The following attachment(s) may be viewed on-line at the OOSD website (wwwocsd.corn with the complete agenda package: N/A RD:sa:gc 4544-9913-5NTA Page 4 of 4 WOODRUFF SPRADIJN&SMART CLOSED SESSION 1 555 ANTON BOULEVARD, SUITE 1200 C.111 MEsn, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 17,2017 RE: Closed Session Items The Board of Directors will hold a closed session on October 25, 2017 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and properties are as follows: Valley Business Park,APN Nos. 156-165-05, 156-165-06, 156-163- 07; DK-USA LLC,APN No.156-165-04;Fountain Valley Industrial Parcel 13,APN No.156-165- 08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai,Nevon,APN No. 156-163-16; The his Trust,APN No. 156-154-07; Fountain Valley Star LLC, APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC, APN No. 156-151-03. The District's negotiators we Jim Herberg, Bob Ghirelli, Lorenzo Tyner, Rob Thompson, Kathy Millen and Jeff Mohr, Tom Grant, Kevin Turner and John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /f BradleY R. Hogin, Vieneral Counsel 11921611 •T WooDRDFF,.SFRADLIN&SMART . . CLOSED SESSION 2 555 ANTON BOULEVARD, BUITC1200 C.sIA MNsA, CA 92626-7670 (714)556-0000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 17,2017 RE: Closed Session Items The Board of Directors desires to hold a closed session on October 25, 2017 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is Hendy, Forman-Woodbridge v. OCSD, Orange County Superior Court Case No. 30-2017-00934699. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted,, By 14 BradleY R.Hogin, Ocneral Counsel 1114541.1 •T WooDRDFF,.SpRADLIN&SMART 555 ANTON BOULEVARD, BUITC1200 C.sIA MNsA, CA 92626-7670 (714)556-0000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 17,2017 RE: Closed Session Items The Board of Directors desires to hold a closed session on October 25, 2017 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is Roy Heady—Workers Compensation Appeals Board, Case No. ADJ19971164. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted,, By 14 BradleY R.Hogin, Ocneral Counsel 1114541.1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response Plan LOS Level Of Service MGD Million Gallons Per Day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O & M Operations & 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 PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System 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 W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act Activated sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. Benthos —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. Biochemical Oxygen Demand (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. 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 farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Glossary of Terms and Abbreviations 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 (DIT) — The dilution at which the majority of people detect the odor becomes the D/T for that air sample. Greenhouse Gases (GHG) — 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 System (GWRS) — 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 per day of drinking quality water to replenish the local groundwater supply. Levels Of Service (LOS) — Goals to support environmental and public expectations for performance. N-Nitrosodimethylamine (NDMA) — A N-nitrosamine 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 and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation 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. Glossary of Terms and Abbreviations Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant. Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million gallons per day 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 runoff. 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. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.