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HomeMy WebLinkAbout11-28-2018 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, November 28, 2018 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 (Allan Bernstein, City of Tustin) 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: 1) Employee Service Awards 2) Board Member Recognition REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors,after one motion,without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Meeting of the Board of Directors held on October 24, 2018. 11/28/2018 OCSD Board of Directors Agenda Page 1 of 9 2. PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR CALENDAR YEAR 2019 (Clerk of the Board) RECOMMENDATION: Approve the calendar of meeting dates for the 2019 calendar year for meetings of the Board of Directors and the following Committees: Administration, Legislative and Public Affairs, Operations, and Steering. RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 3. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following committees: A. Steering Committee Meeting of September 26, 2018 B. Operations Committee Meeting of October 3, 2018 C. Legislative and Public Affairs Meeting of October 8, 2018 D. Audit Ad Hoc Committee Minutes October 10, 2018 E. Administration Committee Meeting of October 10, 2018 F. Headquarters Complex Ad Hoc Committee Meeting of October 17, 2018 G. GWRS Joint Steering Committee Meeting of July 9, 2018 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF OCTOBER 2018 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of October 2018. OPERATIONS COMMITTEE: 5. CATERPILLAR, MODEL XQ570 TRAILER MOUNTED MOBILE DIESEL GENERATOR (Ed Torres) RECOMMENDATION: A. Approve a Purchase Order contract to Quinn Power Systems for the purchase of a Caterpillar, Model XQ570 Trailer Mounted Mobile Diesel 500 kW Generator, (Tier4 Final Engine), using the Sourcewell (formerly National Joint Powers Alliance) Cooperative Contract Number #120617-CAT with Caterpillar, for an amount not to exceed $299,920, in accordance with Ordinance No. OCSD-52, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of$14,996 (5%). 11/28/2018 OCSD Board of Directors Agenda Page 2 of 9 6. CITY OF SEAL BEACH ADOLFO LOPEZ PUMP STATION ODOR CONTROL FACILITY (Ed Torres) RECOMMENDATION: Approve a Site Access and License Agreement with the City of Seal Beach to construct an odor control chemical dosing station for the injection of chemicals into the Knott Interceptor at 1776 Adolfo Lopez Drive, in a form approved by General Counsel. 7. SOUTHERN CALIFORNIA EDISON - AMENDMENT NO. 3 TO THE AS-AVAILABLE CAPACITY AND ENERGY POWER PURCHASE AGREEMENT (Ed Torres) RECOMMENDATION: Approve Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement with Southern California Edison Company, to allow the Orange County Sanitation District to receive monthly sale statements from Southern California Edison Company through the electronic mail system. 8. CLIMATE RESILIENCY STUDY - PROJECT NO. SP-152 (Rob Thompson) RECOMMENDATION: A. Approve a budget increase of $288,000 for the Climate Resiliency Study, Project No. SP-152, for a total budget of$878,000; B. Approve a Professional Services Agreement with Hazen and Sawyer to provide engineering services for the Climate Resiliency Study, Project No. SP-152, for an amount not to exceed $697,952; and C. Approve a contingency of$69,795 (10%). 9. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) RECOMMENDATION: Receive and file the Capital Improvement Program Contract Performance Report for the period ending September 30, 2018. 10. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) RECOMMENDATION: A. Receive and file Bid Tabulation and Recommendation for Tharsos, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plant Nos. 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 151" Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126PQ; 11/28/2018 OCSD Board of Directors Agenda Page 3 of 9 B. Award a Construction Contract to Tharsos, Inc. for the Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plant Nos. 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 15t" Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126PQ, for a total amount not to exceed $786,000; and C. Approve a contingency of$78,600 (10%). 11. CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO. 2, PROJECT NO. P2-110 (Rob Thompson) RECOMMENDATION: Approve a contingency increase of $836,500 (5%) to the construction contract with Flatiron West, Inc.for Consolidated Demolition and Utility Improvements at Plant No. 2, Project No. 132-110, for a total contingency of $2,174,900 (13%). 12. TRUCK LOADING BAY ODOR CONTROL AT PLANT NO. 2, CONTRACT NO. P2-92A (Rob Thompson) RECOMMENDATION: Approve a contingency increase of $132,160 (4%) to the construction contract with Kiewit Infrastructure West Co. for Truck Loading Bay Odor Control at Plant No. 2, Contract No. P2-92A, for a total construction contingency of$462,560 (14%). 13. AGREEMENT FOR THE PURCHASE OF LIQUID CATIONIC POLYMER CHEMICAL (Ed Torres) RECOMMENDATION: A. Approve a Sole Source Chemical Supplier Agreement to SNF Polydyne, Inc., for the purchase of Liquid Cationic Polymer, for the period beginning February 1, 2019 through January 31, 2020 for a unit price of $2.782 per active pound delivered for Solution Polymer (WE-192) including freight plus applicable sales tax, and $2.552 per active pound delivered for Mannich Polymer (C-331) including freight plus applicable sales tax, and $2.947 per active pound delivered for Emulsion Polymer (WE-1328) including freight plus applicable sales tax, and $2.947 per active pound delivered for Emulsion Polymer (WE-1233; full liquid) including freight plus applicable sales tax, and $3.265 per active pound delivered for Emulsion Polymer(W E- 1233; <40k lb.) including freight plus applicable sales tax, for total estimated annual amount of$608,000; B. Authorize General Manager to negotiate and subsequently approve new unit prices with an estimated additional amount of $2,302,000 with SNF Polydyne, Inc. for new cationic polymers that will be developed based on 11/28/2018 OCSD Board of Directors Agenda Page 4 of 9 cationic polymer specifications for the new centrifuges for the period February 1, 2019 through January 31, 2020, not to exceed amount estimated $2,910,000; and C. Approve an annual unit price contingency of 10% for item B. ADMINISTRATION COMMITTEE: 14. MICROSOFT ENTERPRISE LICENSE AGREEMENT (ELA) FOR MICROSOFT ENTERPRISE SOFTWARE LICENSES (Lorenzo Tyner) RECOMMENDATION: A. Authorize a Purchase Order for a three-year contract to purchase Microsoft Enterprise licenses under the Microsoft ELA in accordance with Microsoft Volume Enterprise Enrollment —for State and Local government, Riverside County Master Licensing Agreement 01 E73970, payable annually and with a contract expiration date of December 31, 2021, for a total amount not to exceed $1,335,952; and B. Approve a contingency of$200,393 (15%). 15. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) RECOMMENDATION: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of July 1, 2018 to September 30, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of July 1, 2018 to September 30, 2018: • EVOQUA WATER TECHNOLOGIES - Evoqua DI Water System Service • INTERNATIONAL SOCIETY OF AUTOMATION (ISA) - On-site Instrumentation Technician Training • POLYCHEM SYSTEMS - Gearboxes 16. CONTRACTED INTERNAL AUDITS TO REVIEW ORANGE COUNTY SANITATION DISTRICT'S PROCUREMENT CARD PROGRAM (Lorenzo Tyner) RECOMMENDATION: Receive and file the October 1, 2018 agreed-upon procedures review of the Orange County Sanitation District's Procard program for fiscal years 2015-2016 and 2016- 2017 performed by the White Nelson Diehl Evans, Certified Public Accountants. 11/28/2018 OCSD Board of Directors Agenda Page 5 of 9 17. ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR) FOR THE YEAR END JUNE 30, 2018. (Lorenzo Tyner) RECOMMENDATION: Receive and file the Orange County Sanitation District's Comprehensive Annual Financial Report for the year ended June 30, 2018, prepared by staff and audited by Macias Gini & O'Connell LLP (MGO), Certified Public Accountants, along with the following reports prepared by MGO: A. Report to the Board of Directors; and B. Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets. 18. CONSOLIDATED FINANCIAL REPORT FOR FIRST QUARTER ENDED SEPTEMBER 30, 2018 (Lorenzo Tyner) RECOMMENDATION: Receive and file the Orange County Sanitation District First Quarter Financial Report for the period ended September 30, 2018. LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: 19. LEGISLATIVE CONSULTANTS (Jim Herberg) RECOMMENDATION: A. Approve a Professional Services Agreement with Townsend Public Affairs, Inc.for State Legislative Services, Specification No. CS-2018-9706D,for the period of January 1, 2019 through December 31, 2021 at a monthly rate of $6,000 per month and not to exceed $72,000 per year, with (2) one-year renewal options. B. Approve a Professional Services Agreement with ENS Resources for Federal Legislative Services, Specification No. CS-2018-97113D, for the period of January 1, 2019 through December 31, 2021 at a monthly rate of $7,700 per month and not to exceed $92,400 per year, with (2) one-year renewal options. 11/28/2018 OCSD Board of Directors Agenda Page 6 of 9 STEERING COMMITTEE: 20. NEW POLICY REGARDING THE DISPOSITION OF EXTERNAL SIGNAGE ON ORANGE COUNTY SANITATION DISTRICT PROPERTY (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 18-19 entitled: "A Resolution of The Board of Directors of Orange County Sanitation District Adopting The "Sign Removal Policy". 21. REVISED POLICY REGARDING BOARD OF DIRECTORS' EXPENSE REIMBURSEMENT, MEETING ATTENDANCE AND COMPENSATION (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 18-20 entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Adopting a Revised Policy Regarding Board of Directors' Expense Reimbursement, Meeting Attendance and Compensation; and Repealing Resolution No. OCSD 15-06." 22. LABOR RELATIONS— CONTRACT NEGOTIATIONS (Celia Chandler) RECOMMENDATION: Authorize/Direct the Steering Committee to form an Ad Hoc Committee for the purpose of interviewing and selecting an external Chief Negotiator for the upcoming contract negotiations with all six (6) bargaining units at the Orange County Sanitation District. 23. POSITION CHANGE FOR FY 2018-19 AND 2019-20 (Celia Chandler) RECOMMENDATION: Approve a position change, from Director of Finance & Administrative Services (EM25) to Director of Engineering (EM27), to streamline the management structure, while maintaining the Board-approved 636 FTE positions for FY 2018-19 and 2019-20. 24. STRATEGIC PLAN UPDATE (Rob Thompson) RECOMMENDATION: A. Approve the Strategic Plan 2018-2019 Update; and B. Direct staff to implement the goals and levels of service contained in the Plan. NON-CONSENT: None. AB 1234 DISCLOSURE REPORTS: This item allows Board members to provide a brief oral report regarding the disclosure of outside committees, conferences, training, seminars, etc. attended at the Agency's expense, per Government Code§53232.3(d). 11/28/2018 OCSD Board of Directors'Agenda Page 7 of 9 CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potential litigation,or personnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a)purchase and sale of real property; (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION (Government Code Section 54956.9(d)(2)) Significant exposure to litigation: Claim of Richard Spencer 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 December 19, 2018 at 6:00 p.m. 11/28/2018 OCSD Board of Directors Agenda Page 8 of 9 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 once at(714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation Districts 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 toss than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each Rem 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,MMC Clerk o1 the Board (714)593-7433 klonaRocsd.com For any questions on the agenda,Committee members may contact stag al: General Manager Jim Herborg (714)593-7300 Iherbema.csd.com Assistant General Manager Lorenzo Tyner (714)593-7550 Itvner(olocsd.com Assistant General Manager Rob Thompson (714)593-7310 dhompson/alocsd.com Director of Environmental Services Jim Colston (714)593-7450 colston(a)ocstl com Director of Human Resources Celia Chandler (714)593-7202 cchandlernocstl.com Director of Operations&Maintenance Ed Torres 714 593-7080 elones ocsd.com 11/28/2018 OCSD Board of Directors Agenda Page 9 of 9 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING October 24, 2018 �o�Nty S A NI Tgl�oy c ? o -a h HE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 10/24/2018 Minutes of Board Meeting Page 1 of 10 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 October 24, 2018, at 6:01 p.m., in the Administration Building. Director Collacott 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 Sebourn, Chair Jesus Silva X Denise Barnes Lucille Kring X Allan Bernstein Chuck Puckett X Robert Collacott Robbie Pitts X Ellery Deaton Sandra Massa-Lavitt X James M. Ferryman Bob Detain A Phil Hawkins Brooke Jones Steven Jones X Kris Beard X Peter Kim Marshall Goodman Charlie Nguyen X Al Krippner X Richard Murphy Warren Kusumoto X Steve Nagel Cheryl Brothers X Glenn Parker Cecilia Hupp X Scott Peotter Brad Avery X Erik Peterson Mike Posey Tim Shaw X Michael Blazey X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy A Michelle Steel Shawn Nelson A Sal Tinajero David Benavides A Donald Wagner Lynn Schott X Chad Wanks Ward Smith X John Withers Douglas Reinhart A Mariellen Yarc Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Rob Thompson, Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler, Directorof Human Resources; Jim Colston, Director of Environmental Services; Ed Torres, Director of Operations & Maintenance; Kelly Lore, Clerk of the Board; Emilio Ariston; Jennifer Cabral; Megan Carlson; Ron Coss; Mike Dorman; Dean Fisher, Alfredo Garcia; Jed Gonzales; Eric Hsieh; Mark Manzo; Laura Maravilla; Gerry Matthews; Kathy Millea; Jeff Mohr; Adam Nazaroff; Kelly Newell; and Ddaze Phuong. 10/24/2018 Minutes of Board Meeting Page 2 of 10 OTHERS PRESENT: Brad Hogin (General Counsel); Alternate Director Bob Ooten (CMSD); and Paul Houghten, AW Chesterton. PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: Safety and Health Supervisor Rod Collins introduced the winners of the Safety Poster Contest: Aipan Tai (sponsored by Jed Gonzales, Plant No. 1 Maintenance); Eshan Jagdish (sponsored by Jed Gonzales, Plant No. 1 Maintenance); Shannon Shay(daughter of Eric Hsieh, Information Technology); and Leslie Renteria Gonzalez (niece of Emilio Ariston, Plant No. 1 Operations) who each received a gift card. The illustrations of the winners and entrants were published in the "What Safety Means to Me"2019 Calendar, which was distributed to the Board Members. REPORTS: Chair Sebourn reported on the recent 5th Annual State of the District noting that approximately 120 guests attended the successful event. A copy of the District's Annual Report was distributed at the event, was made available to the Board Members who were unable to attend, and was also made available to the public. Chair Seboum stated that the Audit Ad Hoc Committee and the Headquarters Complex Ad Hoc Committee had both met this past month. He reported that each committee will be bringing an update to their committee of jurisdiction which will be reported out at the next Board Meeting. General Manager Jim Herberg stated that the Clerk of the Board had provided late communication in the form of an anonymous letter that was addressed to the Board of Directors regarding OCSD's rebate program. Mr. Herberg provided a memorandum in response to the letter with additional information and background. He stated that, in short, OCSD's sewer user fee for commercial properties is based on several components, one being the average flow based on that type of business. Mr. Herberg provided information, both in reference to the previous and new ordinance, and briefly explained the inclusion of a lock in rate for three years, which took effect in July of this year. Mr. Herberg stated that customers can, and often do, apply for these rebates on their own and that third-party companies also offer to submit rebate claims on behalf of the property owners. He stated that OCSD is not affiliated in any way with these third-party companies. Mr. Herberg mentioned that OCSD and OCW D had recently received two awards: 1)The 2018 Award of Excellence from the Orange County Chapter of the Public Relations Society of America for the agencies' "GWRS Bottled Water Campaign"; and 2) The Excellence Award from the Municipal Information Systems Association of California. 10/24/2018 Minutes of Board Meeting Page 3 of 10 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 September 26, 2018. AYES: Barnes; Bernstein; Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: Blazey (Alternate) and Peotter ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 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. Steering Committee Meeting of August 22, 2018 B. Operations Committee Meeting of September 5, 2018 C. Legislative and Public Affairs Meeting of September 10, 2018 D. Administration Committee Meeting of September 12, 2018 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF SEPTEMBER 2018 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of September 2018. OPERATIONS COMMITTEE: 4. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Olsson Construction, Inc. for Safety Improvements Program: Stairs, Hatches, and Walkway Hazard Modifications at Plants 1 and 2, and Ladder and Fall Hazard Modifications, Contract No. J-126JK; B. Award a Construction Contract to Olsson Construction, Inc. for the Safety Improvements Program: Stairs, Hatches, and Walkway Hazard Modifications at Plants 1 and 2, and Ladder and Fall Hazard Modifications, for a total amount not to exceed $3,637,601; and C. Approve a contingency of$363,760 (10%). 10/24/2018 Minutes of Board Meeting Page 4 0(10 AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 5. SEWER AND EASEMENT RELOCATION WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve easement quitclaims with the Orange County Transportation Authority for abandoned sewer easements; and B. Approve and enter into a Consent to Common Use Agreement with the State of California, in a form approved by General Counsel. AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker, Peotter; Peterson; Sebourn; Shawver, F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 6. ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER CONTRACTS - SPECIFICATION NO. 5-2018-942BD (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Master Services Contracts to provide on-call maintenance & repair services, Specification No. S-2018-94213D, for a one-year period effective December 1, 2018 through November 30, 2019; and approve two (2) one- year renewal options, in accordance with Ordinance OCSD-52, Section 2.03 (F), with the following seven qualified firms, for bids less than $300,000: 1. Jamison Engineering Contractors, Inc. 2. Charles King Company 3. AECOM Energy & Construction, Inc. 4. W.A. Rasic Construction Company, Inc. 5. J.R. Filanc Construction Company 6. O'Connell Engineering & Construction Inc. 7. Innovative Engineering and Maintenance B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to seven firms in accordance to Request for Qualifications Specification No. S-2018-94213D. 10/24/2018 Minutes of Board Meeting Page 5 of 10 AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 7. SOLE SOURCE PURCHASE OF TWO (2) TEFC MOTOR CLOSE COUPLED PUMPS FOR STEVE ANDERSON LIFT STATION (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc.for the purchase of two (2) Totally Enclosed Fan Cooled (TEFC) Motor Close Coupled Pumps from Hidrostal for the Steve Anderson Lift Station for $369,960, delivered, plus applicable sales tax; and B. Approve a contingency to Flo-Systems, Inc. for $11,099 (3%). AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver, F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 8. TOSHIBA 12KV CIRCUIT BREAKER PURCHASE, SPECIFICATION NUMBER E-2018-963BD (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Award a purchase order to Superior Electric Motor Services for the replacement of ten (10) Toshiba HVK 12Kv circuit breakers, Specification No. E-2018-963BD,forthe Plant No. 1 Central Generation Facility fora total amount not to exceed $194,880; and B. Approve a contingency of$9,744 (5%) AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 10/24/2018 Minutes of Board Meeting Page 6 of 10 9. OUT OF SERVICE AREA SEWER SERVICE AGREEMENT AMENDMENT WITH IRVINE RANCH WATER DISTRICT FOR THE EL MORRO ELEMENTARY SCHOOL AND MORO CAMPGROUND (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve the Amended and Restated Out of Service Area Sewer Service Agreement for the El Morro Elementary School and Moro Campground, between the Irvine Ranch Water District and the Orange County Sanitation District, in a form approved by General Counsel. AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker, Peotter; Peterson; Sebourn; Shawver, F. Smith; T. Smith; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 10. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT No. 1, PROJECT NO. P1-129 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve a budget increase of $1,100,000 for Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129, for a total budget amount of$9,000,000. AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 11. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Designate the currently-owned properties at 18475 Pacific Street, 18484 Bandilier Circle, 18429 Pacific Street, 18368-18375 Bandilier Circle, and 18410-18436 Bandilier Circle as the preferred alternative for the Headquarters Building, with a pedestrian bridge to Plant No. 1. AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver, F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 10/24/2018 Minutes of Board Meeting Page 7 of 10 ADMINISTRATION COMMITTEE: 12. PHYSICAL AND BIOGEOCHEMICAL MODELING SUPPORT PROJECT (James Colston) MOVED, SECONDED, AND DULY CARRIED TO: Approve a Service Agreement to the Southern California Coastal Water Research Project (SCCWRP) to provide physical and biogeochemical modeling of the Orange County Sanitation District's ocean discharge for the period of October 1, 2018 to September 30, 2021, for a total amount not to exceed $248,000, in a form approved by General Counsel. AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver, F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 13. RENEWAL OF ESRI GIS ENTERPRISE LICENSE AGREEMENT SUBSCRIPTION AND SUPPORT (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve the renewal of the ESRI GIS Enterprise License Agreement for a three-year period commencing December 31, 2018 through December 30, 2021 for a total amount not to exceed $317,000; and B. Approve a contingency of$15,850 (5%). AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 14. 2018 BENEFITS PROGRAM — ONE-TIME FUND REALLOCATION (Celia Chandler) MOVED, SECONDED,AND DULY CARRIED TO: Approve a one-time reallocation from the 2018 operating budget in the amount of $1,360,000 to be transferred to group health insurance benefits, resulting in a change in the total cost from $11,135,903 to $12,495,903. The reallocation would not result in an increase to the overall 2018 budget. 10/24/2018 Minutes of Board Meeting Page 8 of 10 AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc 15. RIGHT OF WAY AND PROPERTY MANAGEMENT SERVICES (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Amendment No. 1 to the Professional Consultant Services Agreement with Paragon Partners Ltd. for Right of Way and Property Management Services, for a total amount not to exceed $205,000; B. Approve the amended, not to exceed amount of$205,000 to be carried into the existing Agreement's two (2) six-month renewal options; and C. Approve a total contingency of$20,500 (10%). AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver, F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE (Information Only): 16. STRATEGIC PLAN UPDATE (Rob Thompson) Board Chair Sebourn provided an update from the Steering Committee presentation. NON-CONSENT: None. AB 1234 DISCLOSURE REPORTS: Director Ferryman GWRS Steering Committee 10/08/18 Borders Committee Meeting (Otay, Mesa) 10/25/18 10/24/2018 Minutes of Board Meeting Page 9 of 10 CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(2): The Board convened in closed session at 6:13 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 6:18 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin stated the Board of Directors had unanimously voted to deny the claim of Big Canyon Country Club by the following vote: AYES: Barnes; Bernstein; Blazey (Alternate); Collacott; Deaton; Ferryman; Beard (Alternate); Kim; Krippner (Alternate); R. Murphy; Nagel; Parker; Peotter; Peterson; Sebourn; Shawver; F. Smith; T. Smith; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins; Steel; Tinajero; Wagner; and Yarc OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: At 6:19 p.m., Chair Seboum adjourned the meeting until the Regular Meeting of the Board of Directors to be held on November 28, 2018 at 6:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board 10/24/2018 Minutes of Board Meeting Page 10 of 10 BOARD OF DIRECTORS Meeting Dare Meeting Date 2s/1e AGENDA REPORT IternNumber IemNumber z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR CALENDAR YEAR 2019 GENERAL MANAGER'S RECOMMENDATION Approve the calendar of meeting dates for the 2019 calendar year for meetings of the Board of Directors and the following Committees: Administration, Legislative and Public Affairs, Operations, and Steering. BACKGROUND According to Resolution No. OCSD 18-12 - Rules of Procedure for the Conduct of Business of the District, Section (1)(a), a regular monthly meeting of the Board of Directors of the Orange County Sanitation District (Sanitation District) will be held on the fourth Wednesday of every month at 6:00 p.m. The four standing committees also meet regularly as follows: • Operations Committee First Wednesday of every month at 5:00 p.m. • Legislative and Public Second Monday of every month at 12:00 p.m. Affairs Committee (exception applies quarterly-see below) • Administration Committee Second Wednesday of every month at 5:00 p.m. • Steering Committee Fourth Wednesday of every month at 5:00 p.m. Staff is recommending the following dates for the 2019 calendar year. July Operations Committee and Administration Committee are moved down a week due to the Independence Day holiday. Should the need arise for a change in date or time, advance- notice will be given to the Board of Directors or Committee. The recommended dates for the 2019 calendar year are: OPERATIONS LEGISLATIVE&PUBLIC ADMINISTRATION BOARD&STEERING COMMITTEE AFFAIRS COMMITTEE COMMITTEE COMMITTEE January DARK' January DARK' January DARK' January 23, 2019 February 6, 2019 February 11, 2019 February 13, 2019 February 27,2019 March 6, 2019 March 11, 2019 March 13, 2019 March 27, 2019 April 3, 2019 April 8, 2019"'• April 10, 2019 April 24, 2019 May 1,2019 May 13, 2019 May S, 2019 May 22,2019 June 5, 2019 June 10, 2019 June 12, 2019 June 26,2019 July 10, 2019 July 8,2019'"` July 17, 2019 July 24, 2019 Page 1 of 2 OPERATIONS LEGISLATIVE & PUBLIC ADMINISTRATION BOARD &STEERING COMMITTEE AFFAIRS COMMITTEE COMMITTEE COMMITTEE August DARK' August 12, 2019 August DARK* August 28, 2019 September 4, 2019 September 9,2019 September 11, 2019 September 25, 2019 October 2, 2019 October 14, 2019**** October 9, 2019 October 23, 2019 November 6,2019 November 4, 2019** November 13, 2019 November 20,2019"' December 4,2019 December 9, 2019 December 11, 2019 December 18,2019*** 'Committee is dark in this month. Meeting moved to first Monday, due to Presidents Day&Veterans Day(Observed). Meeting scheduled to take place the third Wednesday of the month due to a Holiday. Meeting begins at 3:30 p.m.for attendance at GWRS Steering Committee meeting following adjournment. ATTACHMENTS The following attachments(s) are included in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: 2019 Condensed Meeting Calendar Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT 2019 COMMITTEE/BOARD CALENDAR JANUARY '19 FEBRUARY '19 MARCH '19 S M T W T F S S M T W T F S S M T W T F S 1 2 3 4 5 1 2 1 2 6 7 8 9 10 11 12 3 4 5 7 8 9 3 4 5 7 8 9 13 14 15 16 17 18 19 10 11 12 14 15 16 10 11 12 14 15 16 20 21 22 24 25 26 17 18 19 20 21 22 23 17 18 19 20 21 22 23 27 28 29 30 31 24 25 26 28 24 25 26 28 29 30 31 APRIL '19 MAY '19 JUNE '19 S M T W T F S S M T W T F S S M T W T F S 1 2 4 5 6 2 3 4 1 7 9 11 12 13 5 6 7 9 10 11 2 3 4 6 7 8 14 15 16 17L 19 20 12 14 15 16 17 18 9 11 13 14 15 21 22 23 26 27 19 20 21 23 24 25 18 17 18 19 20 21 22 28 29 30 26 27 28 29 30 31 23 24 25 27 28 29 30 JULY '19 AUGUST '19 SEPTEMBER '19 S M T W T F S S M T W T F S S M T W T F S 1 2 3 4 5 6 1 2 3 7 j23 11 12 13 4 5 6 7 8 9 10 1 2 3 5 6 7 14 15 18 19 20 11 13 14 15 16 17 8 9 10 12 13 14 21 22 25 26 27 18 19 20 21 22 23 24 15 16 17 18 19 20 21 28 29 31 25 26 27 29 30 31 22 23 24 26 27 28 29 30 OCTOBER '19 NOVEMBER '19 DECEMBER '19 S M T W T F S S M T W T F S S M T W T F S 1 3 4 5 1 2 6 7 8 10 11 12 3 5 7 8 9 1 2 3 5 6 7 13 15 16 17 18 19 10 11 12 14 15 16 8 10 12 13 14 20 21 22 24 25 26 17 18 19 21 22 23 15 16 17 19 20 21 27 28 29 30 31 24 25 26 27 28 29 30 22 23 24 25 26 27 28 29 30 31 Steering/Board(Blue) Operations(Red) Administration(Green) LA OCSD Holidays (Yellow) H:\dept\gmo\120\BS\Calendam\2019 Condensed Calendacdocx 0 Legislative& Public Affairs (Lt. BI) ITEM NO. 3 CORRECTED MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, September 26, 2018 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Board Chairman Greg Sebourn on Wednesday, September 26, 2018 at 5:06 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 David Shawver, Board Vice-Chair Lorenzo Tyner, Assistant General Peter Kim, LaPA Committee Chair Manager Chad Wanke, Administration Committee Rob Thompson, Assistant General Chair Manager John Withers, Operations Committee Celia Chandler, Director of Human Chair Resources Ellery Deaton, Member-At-Large Jim Colston, Director of Environmental Services COMMITTEE MEMBERS ABSENT: Ed Torres, Director of Operations & Donald Wagner, Member-At-Large Maintenance Kelly Lore, Clerk of the Board Jennifer Cabral Rhea DeGuzman Al Garcia Cortney Light Laura Maravilla Gerry Matthews Andrew Nau Thomas Vu OTHERS PRESENT: Brad Hogin, General Counsel Dan Fears, Payne & Fears, Special Counsel Roger Cerda, Alston & Bird LLP, Special Counsel PUBLIC COMMENTS: No public comments were provided. 09/26/2018 Steenrg Commdee Min Wes Page 1 of 3 REPORTS: Chair Sebourn did not provide a report. General Manager Herberg provided information regarding his recent attendance at the CSDA Conference where he was a panel participant for the session "So you Wanna be a General Manager." 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 August 24, 2018. AYES: Deaton, Kim, Sebourn, Shawver, and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner and Wanke NON-CONSENT: 2. GENERAL MANAGER'S FISCAL YEAR 2018-2019 WORK PLAN (Jim Herberg) Mr. Herberg provided a brief presentation of his work plan. MOVED SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and File the General Manager's Fiscal Year 2018-2019 Work Plan. AYES: Deaton, Kim, Sebourn, Shawver, and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner and Wanke Director Wanke arrived at the meeting at 5:07 p.m. 3. PROPERTY MANAGEMENT SERVICES FOR 18429 PACIFIC STREET, 18368-18375 AND 18410-18436 BANDILIER CIRCLE, FOUNTAIN VALLEY (Lorenzo Tyner) Assistant General Manager Lorenzo Tyner provided an update on the property management services and proposed amendment. MOVED SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve an amendment with The Muller Company for Property Management Services, for an additional management fee of$3,293 per month 0 912 612 01 8 Steenng Co nmLtee Minutes Page 2 of 3 plus other incurred expenses, for the additional of District acquired properties on Bandilier Circle and Pacific Street including two additional renewal periods of six months each. AYES: Deaton, Kim, Sebourn, Shawver, Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner INFORMATION ITEMS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1): The Board convened in closed session at 5:12 p.m. to discuss three items. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 5:43 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS. IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 5:44 p.m. to the next Steering Committee meeting to be held on Wednesday, October 24, 2018 at 5:00 p.m. b �ted by: Cell A. re, M Cler of t e Board 09126 018 Steering Committee Minutes Page 3 of 3 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, October 3, 2018, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Board Vice-Chairman Shawver on Wednesday, October 3, 2018 at 5:01 p.m. in the Administration Building. Director Tim Shaw led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Denise Barnes Jim Herberg, General Manager Allan Bernstein Rob Thompson, Assistant General Manager Robert Collacott Lorenzo Tyner, Assistant General Manager Steve Jones Celia Chandler, Director of Human Resources Sandra Massa-Lavitt (Alternate) Ed Torres, Director of Operations & Maintenance Scott Peotter Kelly Lore, Clerk of the Board Tim Shaw Rod Collins Fred Smith Ron Coss Michelle Steel Raul Cuellar Mariellen Yarc Don Cutler Greg Sebourn, Board Chair Mike Dorman David Shawver, Board Vice-Chair Marc Dubois Dean Fisher COMMITTEE MEMBERS ABSENT: Alfredo Garcia Phil Hawkins Richard Leon John Withers, Chair Rebecca Long Mark Manzo Laura Maravilla Kathy Millea Jeff Mohr Adam Nazaroff Man Nguyen Sang Paik John Swindler Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten, Alternate Director (CMSD) PUBLIC COMMENTS: None. 10/032018 Operations Commdtee Minutes Page 1 of l REPORT OF COMMITTEE CHAIR: Board Vice-Chair Shawver did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg announced that the Nerissa tour scheduled for October 2511 has been cancelled due to servicing of the vessel; a future date will be announced when back in service. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED, and DULY CARRIED TO: Approve Minutes of the September 5, 2018 Operations Committee Meeting. AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shaw, Shawver, F. Smith, and Steel NOES: None ABSTENTIONS: None ABSENT: Hawkins, Sebourn, Withers, and Yarc 2. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Olsson Construction, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 15in Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK; B. Award a Construction Contract to Olsson Construction, Inc. for the Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plants 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 15th Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126JK, for a total amount not to exceed $3,637,601, and C. Approve a contingency of$363,760 (10%). AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shaw, Shawver, F. Smith, and Steel NOES: None ABSTENTIONS: None ABSENT: Hawkins, Sebourn, Withers, and Yarc 10/032/018 Operations Ca inattee Minutes Page 2 of 7 3. SEWER AND EASEMENT RELOCATION WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve easement quitclaims with the Orange County Transportation Authority for abandoned sewer easements; and B. Approve and enter into a Consent to Common Use Agreement with the State of California, in a form approved by General Counsel. AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shaw, Shawver, F. Smith, and Steel NOES: None ABSTENTIONS: None ABSENT: Hawkins, Sebourn, Withers, and Yarc 4. ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER CONTRACTS - SPECIFICATION NO. S-2018-942BD (Ed Torres) MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Master Services Contracts to provide on-call maintenance & repair services, Specification No. S-2018-94213D, for a one-year period effective December 1, 2018 through November 30, 2019, and approve two (2) one- year renewal options, in accordance with Ordinance OCSD-52, Section 2.03 (F), with the following seven qualified firms, for bids less than $300,000: 1. Jamison Engineering Contractors, Inc. 2. Charles King Company 3. AECOM Energy & Construction, Inc. 4. W.A. Rasic Construction Company, Inc. 5. J.R. Filanc Construction Company 8. O'Connell Engineering & Construction Inc. 7. Innovative Engineering and Maintenance B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to seven firms in accordance to Request for Qualifications Specification No. 5-2018-94213D. AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shawver, F. Smith, and Steel NOES: None ABSTENTIONS: None ABSENT: Hawkins, Sebourn, Shaw (Non-Participant - Levine Act disclosure), Withers, and Yarc 10/03/2018 operations committee Minutes Page 3 of 7 5. SOLE SOURCE PURCHASE OF TWO (2) TEFC MOTOR CLOSE COUPLED PUMPS FOR STEVE ANDERSON LIFT STATION (Ed Torres) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc. for the purchase of two (2) Totally Enclosed Fan Cooled (TEFC) Motor Close Coupled Pumps from Hidrostal for the Steve Anderson Lift Station for $369,960, delivered, plus applicable sales tax. and B. Approve a contingency to Flo-Systems, Inc. for$11,099 (3%). AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shaw, Shawver, F. Smith, and Steel NOES: None ABSTENTIONS: None ABSENT: Hawkins, Sebourn, Withers, and Yarc 6. TOSHIBA 12KV CIRCUIT BREAKER PURCHASE, SPECIFICATION NUMBER E-2018-963BD (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a purchase order to Superior Electric Motor Services for the replacement of ten (10) Toshiba HVK 12Kv circuit breakers, Specification No. E-2018-963BD, forthe Plant No. 1 Central Generation Facility for a total amount not to exceed $194,880. and B. Approve a contingency of$9,744 (5%) AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shaw, Shawver, F. Smith, and Steel NOES: None ABSTENTIONS: None ABSENT: Hawkins, Sebourn, Withers, and Yarc 7. OUT OF SERVICE AREA SEWER SERVICE AGREEMENT AMENDMENT WITH IRVINE RANCH WATER DISTRICT FOR THE EL MORRO ELEMENTARY SCHOOL AND MORO CAMPGROUND (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve the Amended and Restated Out of Service Area Sewer Service Agreement for the El Morro Elementary School and Moro Campground, between the Irvine Ranch Water District and the Orange County Sanitation District, in a form approved by General Counsel. AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shaw, Shawver, F. Smith, and Steel 10/03/2018 Operations Cammnlee Minutes Page 4 of 7 NOES: None ABSTENTIONS: None ABSENT: Hawkins, Sebourn, Withers, and Yarc Director Yam and Board Chair Seboum arrived at the meeting at 5:04 p.m. during the discussion on Item No. 8. NON-CONSENT: 8. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT ACTIVATED SLUDGE PLANT No. 1, PROJECT NO. P1-129 (Rob Thompson) Assistant General Manager Rob Thompson provided a PowerPoint presentation and provided information as to the budget increase being requested. MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a budget increase of$1,100,000 for Return Activated Sludge Piping Replacement at Activated Sludge Plant No. 1, Project No. P1-129, for a total budget amount of$9,000,000. AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Shawver, F. Smith, Steel and Yarc NOES: None ABSTENTIONS: Sebourn ABSENT: Hawkins, Shaw (Non-Participant - Levine Act disclosure) and Withers Board Vice-Chair Shawver tumed the meeting over to Board Chair Seboum who presided for the balance of the meeting. 9. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) Assistant General Manager Rob Thompson provided a PowerPoint presentation regarding the item and responded to questions from the Committee. The Committee requested an Ad Hoc Committee be created to review the Design of the Headquarters Complex. The Board Chair directed staff to reach out to Committee members who expressed interest to choose a date for the first meeting. Suggestions regarding the design were provided and will be forwarded to the Ad Hoc Committee when developed. MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Designate the currently-owned properties at 18475 Pacific Street, 18484 Bandilier Circle, 18429 Pacific Street, 18368-18375 Bandilier Circle, and 18410-18436 Bandilier Circle as the preferred alternative for the Headquarters Building, with a pedestrian bridge to Plant No. 1. 10/032018 0P rabons Committee Minutes Page 5 of 7 AYES: Barnes, Bernstein, Collacott, S. Jones, Massa-Lavitt (Alternate), Peotter, Sebourn, Shaw, Shawver, F. Smith, Steel and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Withers Director Steel departed the meeting at 5:23 p.m. INFORMATION ITEMS: 10. CYBER SECURITY UPDATE (Lorenzo Tyner) John Swindler, IT Systems& Operations Manager, Sang Paik, Principal ITAnalyst; and Man Nguyen, IT Analyst III, provided an informative PowerPoint Presentation regarding Cyber Security including: Cyber trends; IT Security in the Public Sector, Risk and Security Assessments; Threat Intelligence; OCSD Security Awareness & Training Program; Incident response; and best practices. Director S. Jones departed the meeting at 5:46 p.m. 11. ORANGE COUNTY SANITATION DISTRICT SAFETY AND SECURITY (Celia Chandler) Rod Collins Safety and Risk Management Supervisor provided an informative PowerPoint Presentation regarding the programs of OCSD safety and security including: Risk Identification; Facility Wide Safety Assessment and improvements made, OSHA required training; Voluntary Protection Program; physical security; contract security services; and centralized monitoring station. Director Peotter departed the meeting at 5:50 p.m. DEPARTMENT HEAD REPORTS: Mr. Herberg reminded the Directors that the State of the District will be held on October 19th at Mile Square Golf Course and encouraged everyone to attend. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 10/omo16 Operations Committee Minutes Page 6 of ADJOURNMENT Board Chairman Greg Sebourn declared the meeting adjourned at 6:03 p.m. to the next meeting of Wednesday, November 7, 2018 at 5:00 p.m. *. ' ib 10/03I2018 Operations Committee Minutes Page 7 of 7 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, October 8, 2018 at 3:30 p.m. A meeting of the Legislative and Public Affairs Committee was called to order by Committee Chair Peter Kim on Monday, October 8, 2018 at 3:35 p.m. in the Administration Building of the Orange County Sanitation District. Committee Vice- Chair Allan Bernstein led the pledge of allegiance. A quorum was declared present. as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Peter Kim, Chair Jim Herberg, General Manager Allan Bernstein, Vice-Chair Rob Thompson, Assistant General Manager John Withers, Member-At-Large Lorenzo Tyner, Assistant General Manager Greg Sebourn, Board Chair Celia Chandler, Director of Human Resources David Shawver, Board Vice-Chair Jim Colston, Director of Environmental Services Ed Torres, Director of Operations & COMMITTEE MEMBERS ABSENT: Maintenance Donald P. Wagner, Member-At-Large Kelly Lore, Clerk of the Board Chad Wanke, Member-At-Large Jennifer Cabral Daisy Covarrubias Marc Dubois Alfredo Garcia Rebecca Long Mark Manzo Kelly Newell Warren Sternin OTHERS PRESENT: Brad Hogin, General Counsel Eric Sapirstein, ENS Resources (via teleconference) Eric O'Donnell, Townsend Public Affairs Kelsey Brewer, ACC-OC PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Kim did not provide a report. 10I082018 Legislative and Public Affairs Committee Minutes Page 1 of 4 REPORT OF GENERAL MANAGER: General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve minutes for the Committee meeting held on September 10, 2018. AYES: Bernstein, Kim, Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: Sebourn, Wagner and Wanke NON-CONSENT: Board Chair Seboum arrived at the meeting at 3:58 p.m. during the presentation of Item No. 2. 2. PUBLIC AFFAIRS YEAR END REVIEW JULY 2017 - JUNE 2018 & DISCUSSION ON PROPOSED 2018-2019 PUBLIC AFFAIRS PLAN (Jennifer Cabral) Public Affairs Supervisor Jennifer Cabral introduced this item and the entire Public Affairs team. Ms. Cabral distributed a color copy of the FY 2017-2018 Public Affairs Project book and provided an informative PowerPoint presentation regarding a year-end review of the Public Affairs Strategic Plan, focusing on the goals and initiatives accomplished, and what are the goals and planned activities for next year. Ms. Cabral held a discussion and responded to questions regarding the proposed 2018-2019 Public Affairs Plan. Committee Chair Kim thanked the Public Affairs team for their great work. Ms. Cabral requested feedback and suggestions for next year's plan to which the following were suggested: Look at metrics/strategic platform - how do we know we are doing a good job; measuring customer satisfaction; external paid advertising; more integration with member agencies; and obtaining direct links to OCSD from member agencies. MOVED. SECONDED. and DULY CARRIED TO: A. Receive and file the 2017-2018 Public Affairs Year-End Report Presentation; and B. Staff will provide information and discussion on the upcoming Public Affairs Strategic Plan. 1010812018 Legislative and Public Affair CommMee Minutes Page 2 of 4 AYES: Bernstein, Kim, Shawver and Withers NOES: None ABSTENTIONS: Sebourn ABSENT: Wagner and Wanke INFORMATION ITEMS: 3. ASSOCIATION OF CALIFORNIA CITIES — ORANGE COUNTY LEGISLATIVE PRESENTATION (Jennifer Cabral) Ms. Kelsey Brewer, Legislative Manager, ACC-OC to present information. Ms. Brewer provided a PowerPoint presentation providing a background of who the ACC-OC represents; described the membership base of the cities of Orange County, special districts, businesses, non-profits and higher education institutions; and spoke of the governance of the ACC-OC Board. Ms. Brewer provided information on past bills which ACC-OC partnered with other agencies and priorities for next year. 4. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Mr. Eric O'Donnell, Townsend Public Affairs, provided a PowerPoint presentation that reviewed the 2018 legislative session, the November 2018 election Ballot Initiative highlights, and bill status and advocacy. Mr. O'Donnell also provided an update on the Legislative concepts: Bill Concept 1 — Bid advertising requirements e Reached out to CASA/CSDA Bill Concept 2—Job Order Contracting e Reached out to CASA Bill Concept 3 — Raising the contract/bid threshold e Reached out to CASA Bill Concept 4 —Video surveillance e Reached out to CASA Mr. O'Donnell also provided information regarding a new Pilot Reuse Grant Program through CalRecycle, with $25 million in available funding. TPA and staff will work on a letter to advocate to fund food waste digesters. The Committee agreed that it is more prudent to assist/partner with CASA or CSDA in regard to these concepts than to carry a bill alone. 5. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Ms. Cabral reminded the Committee of the State of the District Breakfast being held on October 19, 2018 at 8:00 a.m. Ms. Cabral stated that OCSD submitted the interim food waste station to the OC Business Council "Red Tape Into Red Carpet" for award. A reception to honor 10/08/2018 Legislative and Publk Affairs Cw n itlee Minutes Page 3 of 4 the selected programs and agencies will be held on November 28, 2018 at 5:30 p.m. Director Withers volunteered to attend on behalf of the Sanitation District. Ms. Cabral also provided brief reports on: Volunteer Incentive Program luncheon, Placentia Heritage Festival, a Public Cable Television Authority piece, and footage taken by an Independent reporter. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Committee Chair Kim declared the meeting adjourned at 4:38 p.m. to the next Legislative and Public Affairs Committee meeting, Monday, November 5, 2018 at 12:00 p.m. Submitted by: yereMMC e 10/08/2018 Legislative and Public Affairs Committee Minutes Page 4 of 4 MINUTES OF THE AUDIT AD HOC COMMITTEE Orange County Sanitation District Wednesday, October 10, 2018 at 4:00 p.m. A special meeting of the Audit Ad Hoc Committee of the Orange County Sanitation District was held on October 10, 2018 at 4:01 p.m. in the Administration Building of the Orange County Sanitation District. COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Peter Kim Lorenzo Tyner, Assistant General Manager Richard Murphy Rob Thompson, Assistant General Manager Steve Nagel Marc Dubois, Contracts & Purchasing Manager Glenn Parker Jennifer Cabral Lori Karaguezian COMMITTEE MEMBERS ABSENT: Heather Park None. OTHERS PRESENT: Nitin Patel, White Nelson Diehl Evans Kassie Radermacher, White Nelson Diehl Evans PUBLIC COMMENTS: None. NON-CONSENT CALENDAR: Assistant General Manager Lorenzo Tyner opened the meeting with a brief description of the role of the Committee and firm engaged by OCSD to conduct periodic internal audits approved by the Committee. 1. AGREED-UPON PROCEDURES REVIEW OF THE PROCUREMENT CARD (PROCARD) PROGRAM (Lorenzo Tyner) Kassie Radermacher, auditor from White Nelson Diehl Evans, provided information regarding the methods and procedures used during their audit. Ms. Radermacher along with Mr. Nitin Patel provided their findings to the Committee. During the presentation,the Committee requested clarification of certain items and both auditors provided explanation. Mr. Tyner and Contracts & Purchasing Manager Marc Dubois provided the District's responses to the findings and observations of the auditors. 10/10/2018 AudH Ad Hoc Committee Page 1 of 2 2. SELECTION OF NEXT AUDIT AREAS (Lorenzo Tyner) Mr. Tyner distributed a document describing potential audit projects: 1) Adherence to the Purchasing Ordinance 2) Inventory Control After discussion,the Committee recommended holding off on the first, due to the limited data available, as the Ordinance has only been in effect for three months. They requested that the second be implemented; and requested that the auditors work with staff to develop an audit schedule. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The meeting adjourned at 4:27 p.m. 4Ke ' ied by: e, MMCf Board 10/10/2018 AudR Ad Hoc Commdee Page 2 of 2 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, October 10, 2018 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairman Wanke on October 10, 2018 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. Committee Chairman Wanks led the Flag Salute. A quorum was declared present as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanke, Chairman Rob Thompson, Assistant General Manager Donald P. Wagner, Vice-Chairman Lorenzo Tyner, Assistant General Manager Peter Kim Celia Chandler, Director of Human Resources Al Krippner (Alternate) Jim Colston, Director of Environmental Services Richard Murphy Kelly Lore, Clerk of the Board Steve Nagel Stephanie Barron Glenn Parker Jennifer Cabral Erik Peterson Rod Collins Sal Tinajero Al Garcia Teresa Smith Tom Grant Greg Sebourn, Board Chairman Lori Karaguezian David Shawver, Board Vice-Chairman Laura Maravilla Kathy Millea COMMITTEE MEMBERS ABSENT: Jeffrey Mohr James Ferryman Andrew Nau Adam Nazaroff Man Nguyen Sang Paik Ddaze Phuong John Swindler Tyler Ramirez OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: None. MOWS Administration Cammdtee Minutes Page 1&5 REPORTS: Assistant General Manager Lorenzo Tyner did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the September 12, 2018 Administration Committee Meeting. AYES: Kim, Murphy, Nagel, Nguyen, Parker, Peterson, Sebourn, Shawver, T. Smith, Wagner and Wanke NOES: None ABSTENTIONS: None ABSENT: Ferryman and Tinajero 2. PHYSICAL AND BIOGEOCHEMICAL MODELING SUPPORT PROJECT (James Colston) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve a Service Agreement to the Southern California Coastal Water Research Project (SCCWRP) to provide physical and biogeochemical modeling of the Orange County Sanitation District's ocean discharge for the period of October 1, 2018 to September 30, 2021, for a total amount not to exceed $248,000, in a form approved by General Counsel. AYES: Kim, Murphy, Nagel, Nguyen, Parker, Peterson, Sebourn, Shawver, T. Smith, Wagner and Wanke NOES: None ABSTENTIONS: None ABSENT: Ferryman and Tinajero 3. RENEWAL OF ESRI GIS ENTERPRISE LICENSE AGREEMENT SUBSCRIPTION AND SUPPORT (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve the renewal of the ESRI GIS Enterprise License Agreement for a three-year period commencing December 31, 2018 through December 30, 2021 for a total amount not to exceed $317,000, and B. Approve a contingency of$15,850 (5%). AYES: Kim, Murphy, Nagel, Nguyen, Parker, Peterson, Sebourn, Shawver, T. Smith, Wagner and Wanke 10/10/2010 Administration Committee Minutes Page 2 of 5 NOES: None ABSTENTIONS: None ABSENT: Ferryman and Tinajero NON-CONSENT: 4. 2018 BENEFITS PROGRAM — ONE-TIME FUND REALLOCATION (Celia Chandler) Director of Human Resources Celia Chandler provided information as to the additional amount requested due to: account administration fees billed since 2015, employee enrollment changes, and retirement benefit costs (rates not determined until after the budget approval). Mr. Tyner and Ms. Chandler responded to questions from the committee regarding the failure to bill, Benefit Administrator RFP, retiree benefit costs and the number of retirees, providing a more accurate analysis and conservative estimate in the future, and offsetting the costs within other salary and benefit line items. Mr. Tyner will add the actual fund balance adjustments in the information that will be provided to the Board of Directors. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve a one-time reallocation from the 2018 operating budget in the amount of $1.360,000 to be transferred to group health insurance benefits, resulting in a change in the total cost from $11,135,903 to $12,495,903. The reallocation would not result in an increase to the overall 2018 budget. AYES: Kim, Murphy, Nagel, Nguyen, Parker, Peterson, Sebourn, Shawver, T. Smith, Wagner and Wanks NOES: None ABSTENTIONS: None ABSENT: Ferryman and Tinajero Director Sal Tinajem arrived at the meeting at 5:21 p.m. during discussion on Item No. 5. 5. RIGHT OF WAY AND PROPERTY MANAGEMENT SERVICES (Lorenzo Tyner) Committee Chairman Wanke and Mr. Tyner provided a brief overview to the item and the need for this specialized service. In response to questions, Mr. Tyner will look into the possibility of partnering with other agencies to share the cost of services; and will provide an analysis of the use of this contract to the Board of Directors at the end of the contract. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Amendment No. 1 to the Professional Consultant Services Agreement with Paragon Partners Ltd. for Right of Way and Property Management Services, for a total amount not to exceed $205,000; 1 0/1 012 01 8 Administration Committee Minutes Page 3 of 5 B. Approve the amended, not to exceed amount of$205,000 to be carried into the existing Agreement's two (2) six-month renewal options; and C. Approve a total contingency of$20,500 (10%). AYES: Kim, Murphy, Nagel, Nguyen, Parker, Peterson, Sebourn, Shawver, T. Smith, Tinajero, Wagner and Wanke NOES: None ABSTENTIONS: None ABSENT: Ferryman Board Vice Chairman Shawver stepped out of the meeting at 5:22 p.m. 6. SOLE SOURCE CHANGE ORDER REQUEST (Celia Chandler) Ms. Chandler provided a brief overview of the requested item. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve an increase to an existing contractual sole source agreement with Payne & Fears LLP in the amount of $110,000, resulting in a change in the total cost from $90,000 to $200,000. AYES: Kim, Murphy, Nagel, Nguyen, Parker, Peterson, Sebourn, T. Smith, Tinajero, Wagner and Wanks NOES: None ABSTENTIONS: None ABSENT: Ferryman and Shawver Board Vice Chairman Shawver re-entered the meeting at 5:24 p.m. INFORMATION ITEMS: 7. CYBER SECURITY UPDATE (Lorenzo Tyner) John Swindler, IT Systems&Operations Manager; Sang Palk, Principal IT Analyst; and Man Nguyen, IT Analyst III, provided an informative PowerPoint presentation regarding Cyber Security including: Cyber Trends, IT Security in the Public Sector, Risk and Security Assessments, Threat Intelligence, OCSD Security Awareness & Training Program, Incident Response, and best practices. Chair Wanks stated that he had recently attended DEF CON and had previewed a hack attack and described infrastructure and smart cities. He thanked staff for their efforts and acknowledged their thoroughness. 8. ORANGE COUNTY SANITATION DISTRICT SAFETY AND SECURITY (Celia Chandler) Rod Collins, Safety and Risk Management Supervisor, provided an informative PowerPoint presentation regarding the programs of OCSD safety and security 1 0/1 012 01 0 Administration Committee Minutes Page 4 of 5 including: Risk Identification, Facility Wide Safety Assessment and Improvements Made, OSHA Required Training, Voluntary Protection Program, Physical Security, Contract Security Services, and Centralized Monitoring Station. Mr. Collins and Ms. Chandler responded to questions and concerns from the Committee including: obtaining Fire Authority and building permits prior to building changes and security measures at the Orange County Water District. 9. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) Assistant General Manager Rob Thompson provided a PowerPoint presentation depicting the concept layout of the Complex and noted the Laboratory will not be included in this complex. Mr. Thompson responded to questions and suggestions from the Committee including: ADA compliance; inclusion of all staff to provide feedback and input into the design; Mt. Langley property 5-year plan and long-term use; and concerns over the Boardroom glass window. Board Chairman Sebourn announced that an Ad Hoc Committee had been created to review the design of the Headquarters Complex. CLOSED SESSION: None. DEPARTMENT HEAD REPORTS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Wanke declared the meeting adjourned at 6:12 p.m.to the next regularly scheduled meeting of Wednesday, November 14, 2018 at 5:00 p.m. Sub 'Red by: 6� Kel A. re, M C CI rk of t e Board 10/1012018 Administra0on Committee Minutes Page 5 of 6 MINUTES OF THE HEADQUARTERS COMPLEX AD HOC COMMITTEE Orange County Sanitation District Wednesday, October 17, 2018 at 4:00 p.m. Board Chairman Greg Sebourn called to order the first meeting of the Headquarters Complex Ad Hoc Committee of the Orange County Sanitation District on October 17, 2018 at 4:03 p.m. in the Administration Building of the Orange County Sanitation District. COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager Robert Collacott Rob Thompson, Assistant General Manager Sandra Massa-Lavitt (Alternate) Lorenzo Tyner, Assistant General Manager Steve Nagel Jim Colston, Director of Environmental Services Scott Peotter Kelly Lore, Clerk of the Board John Withers Jennifer Cabral Al Garcia COMMITTEE MEMBERS ABSENT: Mark Manzo David Shawver, Board Vice-Chair Kathy Millea Jeff Mohr Tom Grant OTHERS PRESENT: Sam Hoelscher, Clark Construction Group Trip Grant, HDR Valerie DeLoach, HDR PUBLIC COMMENTS: None. NON-CONSENT CALENDAR: 1. UPDATE ON THE HEADQUARTERS COMPLEX PROJECT NO. P1-128 (Rob Thompson) Assistant General Manager Rob Thompson opened the meeting with a brief description of the role of the Committee and proceeded with an informative PowerPoint presentation regarding the history of the project to date, including budget and property acquisition. He provided information regarding the scope of work, proposed programing, and a detailed project description including site layout, parking, public areas, pedestrian bridge, office areas, space standards, and building amenities. 1 011 712 01 8 Headquarters Complex Ad Hoc Committee Page 1 of Mr. Thompson provided an approximate square footage of the public, support, and office spaces; and explained the direct benefits and outcomes of certified LEED projects. Mr. Thompson responded to questions regarding the LEED certification and the consensus of the committee was that the design of the building should not be dictated by the ability to become LEED certified, but rather the certification should be determined by the result of the design. Mr. Thompson proceeded to describe the design objectives including code compliance, efficiency, cost, additional meeting spaces, light and circulation. The site layout including visitor circulation, employee circulation, and board member circulation were described and depicted in diagram. Finally, Mr. Thompson provided information regarding the program budget and schedule. The Committee requested a tour of the existing facilities and recommended that a contractor/manager be hired for constructability, schematic design review, and construction. The committee further requested design and cost comparisons of similar LEED constructed projects be provided in the future. The Committee raised concerns regarding geotechnical studies, to which staff responded that early demolition will allow preliminary soil studies and remedies well before construction. Concerns were also raised regarding the proposed 300 parking spaces based on square footage and space studies; and a more careful look at the parking was suggested. Future meeting dates at key milestones in the design development were suggested. To allow staff time to prepare, the next meeting date will be called at a later time. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn adjourned the meeting at 5:54 p.m. Sub fitted by: Kell A. re, M ' Cle o t e Board 10/17=18 Headquarters Complex Ad Hoc Committee Page 2 of 2 MINUTES OF THE MEETING GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE Monday. July 9. 2018 OCWD Director Yoh ca8eo trie Groundwa'ar Rep'eaish,nent System Steering Committee meeting to order in t!te Boardroom at the ustrict office. Following the Pledge of Allegiance to the flag. the Secretai f called the rca; and repodccl a quorum. Committee Members Roger Yoh - --hair Greg Sebcum Jemes Ferryma,, (abserl) Catny Green Steve Jones (absent', Plh I Anthony (anent) Alternates Donald Wagner Phil Hawkins 'absenyi Tim Shaw Denis Bilodeau (absent) James Vandern It (absent) Dina Nguyen OCWD S hector Bruce NrhRaker was in attendance to .. . __. LOGSD StaffEleamor —i -- - m I orres r J Herberg Mehul Patel, atel John Kennedy Sandv Scott-Roberts Jennder Cabo Christina Fuller Assistant District Secretary _ Jim Colston CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Sebourn, seconded by Director Wagner. and ranned [5-0-1 as follows. yes- Sebowrr, Yoh, Greco, W'3gner. NguYer'r 1. !VFhu u°F"eyig as Frec 't; Thn riAnuMs of the :GARS Steerh r {,nrntivtik?9.er *reex,rt,'r h o April fa., V F,i :ire approved os di Vase. teli. wrC R,"d ATiON AL I'r VFV-3. r`._A errs ' ty, J,') ')ir o . :rf t:r,.�ii ,r,rn ,,•. ! : tnr � rr.. -, i,,.r't ,:�J,',<„ P ,t u,....,=,7 it rr :;1^`:�ru ,a th rl blur h"a o of horir,r hyrlr ✓ u;e rn t c adC r,c; rh e t C.aLS a t.+r E.z,ac , ak,� rut -;t tar t'- ',;._ 3o rd :isr i s o rY'te tr-a Y r . Id a.;,�cr r Hd wi)tt rr r e7emriPr dotiGr=3r rr uu_r leis s;a#.a < 1 e , 'rt rVd Yrtiare rs rsar.ie f'r,r, [ r_ 1 • <�� n, e� r.t rh mde; r w rr n 'r,i k rErtallK ci huMAI k, a a+ . ,air r a,,.c State0 'F,r r4 c::: irtdiioC:: .ii�a �rtef,( f rr 'U7v. +lir, ril� r,9 r­ Ofrw on !he en ,flap Vh,fci' 11 rJrE 3. GWRS Operations Uodate Executive D!rector Men.+! Patei reporteo that as of June 30, 2018, the GWRS Fiscal Year 2017-2018 final production total was 105,859 of which is 2.659 of above target production of 103,000 of for the 2017-2018 fiscal year. He stated ti-at this Is the highest fiscal year production ever achieved by the GV,IRS 4, Ffnal_ExcansioW. Pr Je t GWRS Program Manager Sandy Scott-Roberts reporter that Black& Veatch (B&V) design for the GWRS Fira? Expansion Project {GVVRSFE is✓arrently 45% complete based on the B&V agreement amount of$S6,584.3C0. She reported ".he CDM Smith design for the OCSD Headworks Modification Project {P2-122) through January 2Gt8 is 36% complete based on the CDM Smith agreement amount of S5,319,930. Ms. Scott-Rube`fs rcwie.ved the project budget and schedule. She reported staff is currently finalizing the GinfRSFE application for WIFIA. She advised this Iean would recover approximately 49% of the projects design and construction cost it received. 5. Quarterly Outreach Raooit (April -dune,20181 W. Patel stated the report and nnedla c!tps ere rctcded in the packet and noted recent project awards received. ADJOURNMENT There being no further business to come before the Committee, tite meeting was adjourned at 5,40 p.m. OCWD Direct�ger Yoh Chair BOARD OF DIRECTORS Meeting Date TO11/2BE.Of8/18 Dir. -- AGENDA REPORT ItemNumber IemNumber a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF OCTOBER 2018 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of October 2018. 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 October 31, 2018. RELEVANT STANDARDS CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following aftachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Report of the Investment Transactions for the month ended October 31, 2018 Page 1 of 1 U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 Enby Date CUSIP Id Explanation U�it� pd.� Not Cash�t Cost Gain/L.5" ACQUISTnONS 10/01/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 51,125.0000 1.000000 -51,125.00 51,125.00 0.00 10/01/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 408,086.9600 1.000000 -408,086.96 408,086.96 0.00 10/01/2018 31BOV567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 2,038.0400 1.000000 .2,038.04 2,038.04 0.00 10/02/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVr OB FD CL Z 2,000,000.0000 1.000000 -2,000,000.00 2,000,000.00 0.00 10102/2018 31BOV567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 12.410.4900 1.000000 .12,410.49 12,410.49 0.00 10/02/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVr OB FD CL Z 68,879.9800 1.000000 -68,879.98 68,879.98 0.00 10/04/2018 318OV567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 20.324.7200 1.000000 -20,324.72 20,324.72 0.00 10/05/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVr OB FD CL Z 17,188.8900 1.000000 -17,188.89 17,188.89 0.00 10/05/2018 31WV567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,000,000.0000 1.000000 .1,000,000.00 1,000,000.00 0.00 10/05/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 46,875.0000 1.000000 46,875.00 46,875.00 0.00 10/10/2018 02665WCO2 PURCHASED PAR VALUE OF AMERICAN HONDA MTN 3.625%10/10/23IMLPFS 1,000.000.0000 0.999180 .999,180.00 999,180.00 0.00 INC/FIXED INCOME/1,000,000 PAR VALUE AT 99.918% 10/11/2018 31846V567 PURCHASED UNITS OF FIRST AM GOUT OB FD CL Z 10,000,000.0000 1.000000 -10,000,000.00 10,000,000.00 0.00 10/11/2018 31846V567 PURCHASED UNITS OF FIRST AM DOW OB FD CL Z 5,000,000.0000 1.000000 -5,000,000.00 5,000,000.00 0.00 10/12/2018 91282BB33 PURCHASED PAR VALUE OF U S TREASURY NT 1.500% 1/31119/J.P.MORGAN 10,000,000.0000 0.997539 -9,975,390.63 9,975,390.63 0.00 SECURITIES LLC/10,000,000 PAR VALUE AT 99.7539063% 10/15/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 3,100,000.0000 1.000000 -3,100,000.00 3,100,000.00 0.00 10/15/2018 31 WV567 PURCHASED UNITS OF FIRST AM DOW OB FD CL Z 10,016.657.5700 1.000000 -10,016,657.57 10,016,667.57 0.00 10/15/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 171,814.7700 1.000000 -171,814.77 171,814.77 0.00 10/16/2018 62479MPK3 PURCHASED PAR VALUE OF MUFG BANK LTD NY BRAN C P V191191MUFG UNION 1,500.000.0000 0.991285 .1,486,927.50 1,486,927.50 0.00 BK NAIMMI/PIMS/IPA11,500,000 PAR VALUE AT 99.1285% 10/16/2018 62479MPK3 PURCHASED PAR VALUE OF MUFG BANK LTD NY BRAN C P D191191MUFG UNION 9,000,000.0000 0.991285 -8,921,565.00 8,921,565.00 0.00 BK NAIMMI/PIMS/IPAI9,000,000 PAR VALUE AT 99.1285% 10/16/2018 69353RCH9 PURCHASED PAR VALUE OF PNC BANK NA MTN 2.200% 1I28/19/MLPFS 1,030,000.0000 0.998840 -1,028,805.20 1,028,805.20 0.00 INC/FIXED INCOME11,030,000 PAR VALUE AT 99.884% 10/18/2018 313385580 PURCHASED PAR VALUE OF F H L B DISC NTS 12112/18/MIZUHO SECURITIES 5,000,000.0000 0.996647 4,983,232.64 4,983,232.64 0.00 USA FXD INC/5,000,000 PAR VALUE AT 99.6646528% 10/18/2018 31WV567 PURCHASED UNITS OF FIRST AM DOW OB FD CL Z 264,713.0600 1.000000 -264,713.06 264,713.06 0.00 10/22/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVr OB FD CL Z 15,937.5000 1.000000 -15,937.50 15,937.50 0.00 10/22/2018 31BOV567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 9,759.5800 1.000000 .9,759.58 9,759.58 0.00 10/22/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVr OB FD CL Z 5,223.3300 1.000000 -5,223.33 5,223.33 0.00 10/24/2018 31BOV567 PURCHASED UNITS OF FIRST AM DOW OB FD CL Z 5,000,000.0000 1.000000 .5,000,000.00 5,000,000.00 0.00 10/25/2018 912828SD3 PURCHASED PAR VALUE OF U S TREASURY NT 1.250% 1/31/19/BMO CAPITAL 5,000,000.0000 0.996953 4,984,765.63 4,984,765.63 0.00 MARKETS CORP/BONDSI5,000,000 PAR VALUE AT 99.6953126% 1 of 8 U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 Entry Date CUSIP Id Explanation Llrrit� pri�a Net C..h�t Coat Gainll-o 10/25/201825468PDL7 PURCHASED PAR VALUE OF WALT DISNEY MTN 0.875% 7/1V19/PERSHING 1,130,000.0000 0.986560 -1,114,812.80 1,114,812.80 0.00 LLC/1,130,000 PAR VALUE AT 98.656% 10/25/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 3,882,358.2800 1.000000 -3,882,358.28 3,882,358.28 0.00 10/25/2018 31BOV567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 21.019.2500 1.000000 .21,019.25 21,019.25 0.00 10/25/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 21,816.1400 1.000000 -21,816.14 21,816.14 0.00 10/29/2018 31BOV567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 6.403.3300 1.000000 .6,403.33 6,403.33 0.00 10/29/2018 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,000,000.0000 1.000000 -1,000,000.00 1,000,000.00 0.00 10/300018 58933YAF2 PURCHASED PAR VALUE OF MERCK CO INC 2.800% 5/18/23/US BANCORP 2,000,000.0000 0.974320 -1,948,640.00 1,948,640.00 Dw INVESTMENTS INC.12,000,000 PAR VALUE AT 97.432% 10/31/2018 313383YJ4 PURCHASED PAR VALUE OF F H L B DEB 3.375% 9/08/231BONYITORONTO 5,000,000.0000 1.013310 -5,066,550.00 5,066,550.00 0.00 DOMINION SECURITI/5,000,000 PAR VALUE AT 101.331 % 10/31/2018 313385N51 PURCHASED PAR VALUE OF F H L B DISC NTS 11107/18/CITIGROUP GLOBAL 3,000,000.0000 0.999584 -2,998,751.67 2,998,751.67 0.00 MARKETS INC33,000,000 PAR VALUE AT 99.958389% TOTAL ACQUISITIONS 85.802,831.8900 4I5.851,252.98 85,651,252.96 0.00 DISPOSITIONS _ 10/02/2018 459515H96 MATURED PAR VALUE OF IFC DISC NTS 10/02118 2,000,000 PAR VALUE AT -2,000,000,0000 1.000000 2,000,000.00 -1,992,444.44 7,555,56 100% 10/05/2018 78009N2V7 MATURED PAR VALUE OF ROYAL BK CANADA C D 1.700%10/05/18 1,000,000 PAR -1,000,000.0000 1.000000 1,000,000.00 -996,762.00 3,238.00 VALUE AT 100% 10/10/201831846VS67 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -999,160.0000 1.000000 999,180.00 -999,180.00 0.00 10/11/2018 912796NZ8 MATURED PAR VALUE OF U S TREASURY BILL 10111/1810,000,000 PAR VALUE -10,000,000.0000 1.000000 9,959,266.11 -9,959,266.11 0.00 AT 100% 10/11/2018 912796NZ8 MATURED PAR VALUE OF U S TREASURY BILL 10/11/185,000,000 PAR VALUE 5,000,000.0000 1.000000 4,996,302.22 4,996,302.22 0.00 AT 100% 10/12/2018 313385K39 MATURED PAR VALUE OF F H L B DISC NTS 10/12/18 6,000,000 PAR VALUE AT 6,000,000.0000 1.000000 5,990,620.00 -5,990,620.00 0.00 100% 10/12/201831846V567 SOLD UNITS OF FI RST AM GOVT OB FD CL Z 4,005,146.0600 1.000000 4,005,10.06 4,005,146.06 0.00 10/15/2018 62479MKF9 MATURED PAR VALUE OF MUFG BANK LTD NY BRAN C P 10/15/18 3,100,000 PAR 3,100,000.0000 1.000000 3,075,417.00 -3,075,417.00 0.00 VALUE AT 100% 10/15/2018 62479MKF9 MATURED PAR VALUE OF MUFG BANK LTD NY BRAN C P 10/15/18 9,000,000 PAR -9,000,000.0000 1.000000 8,937,870D0 -8,937,870.00 0.00 VALUE AT 100% 10/15/2018 31348SWZ3 PAID DOWN PAR VALUE OF F H L M C#786064 3.427% 1/01128 SEPTEMBER .15.9100 0.000000 15.91 -15.52 0.39 FHLMC DUE 10/15/18 10/15/2018 43814QAC2 PAID DOWN PAR VALUE OF HONDA AUTO 1.390% 4/15/20 -90,253.4200 0.000000 90,253.42 -90,251.67 1.75 10/15/2018 47788MAC4 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.360% 4/15120 -111,579.4500 0.000000 111,579.45 -111,561.89 17.56 10/15/2018 47787XAB3 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.500%10/15/19 -109,328.1400 0.000000 109,328.14 -109,327.70 0.44 20f8 U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 Entry Date CUSIP Id Explanation Ll�it� pd.� Net Cash�t Cost GainlLoss 10/15/2018 47788BABO PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.590% 4/15/20 -54,749.5300 0.000000 54,749.53 -54,744.77 4.76 10/15/2018 65478VAD9 PAID DOWN PAR VALUE OF NISSAN AUTO 1.320% 1/15121 -98,423.7400 0.000000 98,423.74 -97,635.58 788.16 10/15/2018 654747ABO PAID DOWN PAR VALUE OF NISSAN AUTO 1.470% 1115/20 -81,595.2500 0.000000 81,595.25 -81,594.83 0.42 10/15/2018 65477UAD2 PAID DOWN PAR VALUE OF NISSAN AUTO 1.500% 9/15121 -169,794.3400 0.000000 169,794.34 -168,733.13 1,061.21 10/15/2018 89238BAB8 PAID DOWN PAR VALUE OF TOYOTA AUTO 2.100%10/15/20 -373,528,7300 0.000000 373,528.73 -373,490.56 38.17 10/16/2018 3133TCE95 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 3.587% 8/15/32 -1,025,7000 5.994121 1,025,70 -1,026.77 -1.07 10/16/2018 31846V567 SOLD UNITS OF FIRST AM GOUT OB FD CL Z -1,033,714,8700 1.000000 1,033,714.87 -1,033,714.87 0.00 10116/2018 31846VS67 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,486,927.5000 1.000000 1,486,927.50 -1,486,927.50 0.00 10/16/2018 31846V567 SOLD UNITS OF FIRST AM GOUT OB FD CL Z -8,920,493.2900 1.000000 8,920,493.29 -8,920,493.29 0.00 10/18/2018 43814RACO PAID DOWN PAR VALUE OF HONDA AUTO 1.210%12118/20 -178,829.4600 0.000000 178,829.46 -176,866.53 1,962.93 10/181201843814PAB6 PAID DOWN PAR VALUE OF HONDA AUTO 1.570% 1/21/20 -73,874.5300 0.000000 73,874.53 -73,867.96 6.57 10/18/2018 3184BV567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z 4,983,232.6400 1.000000 4,983,232.64 4,983,232.64 0.00 10/222018 36225CAZ9 PAID DOWN PAR VALUE OF G N M A 11#080023 3.125%12/20/26 SEPTEMBER -176.1000 0.000000 176.10 -179.01 -2.91 GNMA DUE 10/20/18 10/222018 36225CC20 PAID DOWN PAR VALUE OF G N M A 11#0800883.625% 6120/27 SEPTEMBER GNMA -1,409.2500 0.000000 1,409.25 -1,440.08 -30.83 DUE 10120/18 1022/2018 36225CNM4 PAID DOWN PAR VALUE OF G N M A 11#080395 3.625% 4/20/30 SEPTEMBER GNMA -54.4000 0.000000 SC40 -53.91 0.49 DUE 10120/18 10/222018 36225CN28 PAID DOWN PAR VALUE OF G N M A I I#0804083.625% 5120130 SEPTEMBER GNMA .1.922.7900 0.000000 1,922.79 .1,903.26 19.53 DUE 10120/18 10/222018 36225DCB8 PAID DOWN PAR VALUE OF G N M A 11#0809652.750% 7120134 SEPTEMBER GNMA -1,206.6300 0.000000 1,206.63 -1,205.88 0.75 DUE 10/20/18 10242018 313385L79 MATURED PAR VALUE OF F H L B DISC NTS 10/24/18 5,000,000 PAR VALUE AT -5,000,000.0000 1.000000 4,992,012.50 4,992,012.50 0.00 10/252018 912796OE2 MATURED PAR VALUE OF U S TREASURY BILL 10/25/185,000,000 PAR VALUE -5,000,000.0000 1.000000 4,976,302.17 4,976,302.17 0.00 10/25/2018 31394JY35 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 6.500% 9/25/43 -13,550.4900 0.000000 13,550.49 -15,345.93 -1,795.44 10/252018 31371NUC7 PAID DOWN PAR VALUE OF F N M A#257179 4.500% 410128 SEPTEMBER FNMA .1,843.5200 0.000000 1,843.52 .1,949.70 .106.18 10/252018 31376KT22 PAID DOWN PAR VALUE OF F N M A#357969 5.000% 9/01/35 SEPTEMBER FNMA 462.1100 0.000000 462.11 496.77 -34.66 10/252018 31381PDA3 PAID DOWN PAR VALUE OF F N M A#466397 3.400%11/01120 SEPTEMBER FNMA .714.1800 0.000000 714.18 4698.72 15.46 DUE 10125/18 10/25/2018 31403DJZ3 PAID DOWN PAR VALUE OF F N M A#745580 5.000% 6101/36 SEPTEMBER FNMA -2,150.6400 0.000000 2,150.64 -2,311.94 -161.30 DUE 1025/18 10252018 31403GXF4 PAID DOWN PAR VALUE OF F N M A#748678 5.000%10/01/33 SEPTEMBER FNMA -10.4700 0.000000 10.47 -11.26 -0.79 DUE 10125/18 10252018 31406PQYB PAID DOWN PAR VALUE OFF N M A#815971 5.000% 3101/35 SEPTEMBER FNMA -2,794.2800 0.000000 2,79C28 -3,003.85 -209.57 DUE 10I25/18 3of8 U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 10/25/2018 31406XWT5 PAID DOWN PAR VALUE OF F N M A#823358 3.481% 2101/35 SEPTEMBER FNMA 468.3600 0.000000 468.36 464.70 3.66 DUE 10/25/18 10/25/2018 31407BXH7 PAID DOWN PAR VALUE OF F N M A#826080 5.000% 7/01/35 SEPTEMBER FNMA -884.0500 0.000000 884.05 -950.35 -66.30 10/25/2018 31410F4V4 PAID DOWN PAR VALUE OF F N M A#888336 5.000% 7101/36 SEPTEMBER FNMA .2.886.6000 0.000000 2,886.60 .3,103.10 -216.50 DUE 10125/18 10/25/2018 3138EG6F6 PAID DOWN PAR VALUE OF F N M A#AL0869 4.500% 6I01/P9 SEPTEMBER FNMA -235.7800 0.000000 235.78 -249.36 -13.58 DUE 10126118 10/25/2018 31417YAY3 PAID DOWN PAR VALUE OFF N M A#MA0022 4.500% 4/01/29 SEPTEMBER FNMA 418.6900 0.000000 418.69 - 42.81 -24.12 DUE 10/25/18 10/25/2018 31397QREO PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.113% 2125141 -2,477.1500 0.000000 2,477A5 -2,476.38 0.77 10/25/2018 78445JAA5 PAID DOWN PAR VALUE OF S L M A 3.92054% 4125/23 -1,017.2000 0.000000 1,017.20 -1,013.07 4.13 10/25/2018 3184BV567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z 4,999,371.6100 1.000000 4,999,37L61 4,999,371.61 0.00 10/29/2018 89113X-B4 MATURED PAR VALUE OF TORONTO C D 2.260%10/29/18 1,000,000 PAR VALUE -1,000,000.0000 1.000000 1,000,000.00 -1,000,000.00 0.00 AT 100% 10/30/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,973,840.0000 1.000000 1,973,840.00 -1,973,940.00 0.00 10/31/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -2,998,751.6700 1.000000 2,998,751.67 -2,998,751.67 0.00 10/31/2018 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -4,985,143.7500 1.000000 4,985,14375 -4,985,14375 0.00 TOTAL DISPOSITIONS 484,863,482.2800 84,691,272.28 -84.679.214.82 12,057.46 OTHER TRANSACTIONS 10/01/201806051GFD6 INTEREST EARNED ON BANK OF AMERICA CORP 2.650% 4/01/19$1 PV ON 0.0000 0.000000 19,875.00 0.00 0.00 1500000.0000 SHARES DUE 10/l/2018 10/01/2018 31846VS67 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 12,4%49 0.00 0.00 9130/2018 INTEREST FROM 9/1/18 TO 9/30/18 10/01/2018 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 22,004.98 0.00 0.00 9130/2018 INTEREST FROM 911/18 TO 9/30118 10/01/2018 912828T34 INTEREST EARNED ON U S TREASURY NT 1.125% 9130121 $1 PV ON 7000000.0000 0.0000 0.000000 39,375.00 0.00 0.00 SHARES DUE 9/30/2018 10/01/2018 912828W97 INTEREST EARNED ON U S TREASURY NT 1.250% 3/31/19$1 PV ON 5000000.0000 0.0000 0.000000 31,250.00 0.00 0.00 SHARES DUE 9/30/2018 10/01/2018 912828SN1 INTEREST EARNED ON U S TREASURY NT 1.500% W31119$1 PV ON 5000000.0000 0.0000 0.000000 37,500.00 0.00 0.00 SHARES DUE 913 012 01 8 10/01/2018 912828J76 INTEREST EARNED ON U S TREASURY NT 1.750% W31122$1 PV ON 5000000.0000 0.0000 0.000000 43,750.00 0.00 0.00 SHARES DUE 9/30/2018 10/01/2018 91282BF39 INTEREST EARNED ON U S TREASURY NT 1.750% 9/30/19$1 PV ON 5800000.0000 0.0000 0.000000 50,750.00 0.00 0.00 SHARES DUE 9/30/2018 10/01/2018 9128281-57 INTEREST EARNED ON U S TREASURY NT 1.750% 9/30/22$1 PV ON 0.0000 0.000000 113,750.00 0.00 0.00 13000000.0000 SHARES DUE 9130/2018 4 of8 U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 Entry Date CUSIP Id Explanation -U�it� pd�� Net Cash�t Cost GainlLoss 10/01/2018 9128284D9 INTEREST EARNED ON U S TREASURY NT 2.500% 3131123$1 PV ON 0.0000 0.000000 125,000.00 0.00 0.00 10000000.0000 SHARES DUE 9130/2018 10/02/2018 3137EADM8 INTEREST EARNED ON F H L M C M T N 1.250%10/02119$1 PV ON 7500000.0000 0.0000 0.000000 46,875.00 0.00 0.00 SHARES DUE 1012/2018 10/04/2018 525ESCOY6 Unknown LEHMAN BRTH HLD ESC PARTIAL LIQUIDATING DISTRIBUTION PAID @ 0.0000 0.000000 15,621.60 -15,621.60 0.00 7.810784 10/04/2018 525ESCIB7 Unknown LEHMAN BIRTH MTN ES 0.00001% 1/24113 PARTIAL LIQUIDATING 0.0000 0.000000 4,703.12 4,703.12 0.00 DISTRIBUTION PAID @ 7.838529 10/05/2018 3135GOT45 INTEREST EARNED ON F N M A 1.875% 4/05/22$1 PV ON 5000000.0000 0.0000 0.000000 46,875.00 0.00 0.00 SHARES DUE 10/5/2018 10/05/2018 78009N2V7 INTEREST EARNED ON ROYAL BK CANADA C D 1.700%10/05/18$1 PV ON 0.0000 0.000000 17,188.89 0.00 0.00 1000000.0000 SHARES DUE 1 01512 01 8 ACCRUED INTEREST ON 10/5/2018 MATURITY 10/11/2018 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7115/24 ADJUSTED BY 2808.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 10/11/2018 912828WUD FED BASIS OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY 2808.00 UNITS 0.0000 0.000000 0.00 2,808.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 10/11/2018 912796NZ8 INTEREST EARNED ON U S TREASURY BILL 10/11/18$1 PV ON 10000000.0000 0.0000 0.000000 40,733.89 0.00 0.00 SHARES DUE 10/11/2018 10,00 ,000 PAR VALUE AT 100% 10/11/2018 912796NZ8 INTEREST EARNED ON U S TREASURY BILL 10/11118$1 PV ON 5000000.0000 0.0000 0.000000 3,697.78 0.00 0.00 SHARES DUE 10/11/2018 5,000,000 PAR VALUE AT 100% 10111/2018 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7115/24 ADJUSTED BY 2808.0000 2,808.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 10/11/2018 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7115/24 ADJUSTED BY 2808.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 10/12/2018 313385K39 INTEREST EARNED ON F H L B DISC NTS 10MV18$1 PV ON 6000000.0000 0.0000 0.000000 9,380.00 0.00 0.00 SHARES DUE 10/12/2018 6,000,000 PAR VALUE AT 100% 10/12/2018 91282BB33 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.500% 1/31/19 0.0000 0.000000 -29,755.43 0.00 0.00 10/15/2018 02587AAJ3 INTEREST EARNED ON AMERICAN EXPRESS 1.930% 9I15/22$1 PV ON 10084.2400 0.0000 0.000000 10,084.24 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00161/PV ON 6,270,000.00 PV DUE 10/15/18 10/15/2018 31348SWZ3 INTEREST EARNED ON F H L M C#786064 3.427% 1/01/28$1 PV ON 5.8500 0.0000 0.000000 5.85 0.00 0.00 SHARES DUE 10/15/2018 AUGUST FHLMC DUE 10/15/18 10/15/2018 438140AC2 INTEREST EARNED ON HONDA AUTO 1.390% 4115/20$1 PV ON 827.7000 0.0000 0.000000 827.70 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.001161PV ON 714,560.80 PV DUE 10/15/18 10/15/2018 47788MAC4 INTEREST EARNED ON JOHN DEERE OWNER 1.360% 4/15120$1 PV ON 916.6100 0.0000 0.000000 916.61 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00113/PV ON 808,770.16 PV DUE 10/15/18 10/15/2018 47788NADO INTEREST EARNED ON JOHN DEERE OWNER 1 490% 5/15/23$1 PV ON 1429.1600 0.0000 0.000000 1,429.16 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00124/PV ON 1,151,000.00 PV DUE 10/15/18 10/15/2018 47787XAB3 INTEREST EARNED ON JOHN DEERE OWNER 1.500% 10/15/19$1 PV ON 241.0800 0.0000 0.000000 24108 0.00 0.00 SHARES DUE 10/15/2018$0.00125/PV ON 192,866.98 PV DUE 10115/18 50f8 U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 ,10/15/2018 47788BABO INTEREST EARNED ON JOHN DEERE OWNER 1.590% 4/15120$1 PV ON 580.2200 0.0000 0.000000 58022 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00133/PV ON 437,905.04 PV DUE 10115/18 10/15/2018 47788BAD6 INTEREST EARNED ON JOHN DEERE OWNER 1.820% 10/15/21 $1 PV ON 1023.7500 0.0000 0.000000 1,023.75 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00152/PV ON 675,000.00 PV DUE 10115/18 10/15/2018 47788CAB8 INTEREST EARNED ON JOHN DEERE OWNER 2.420% 10/15/20$1 PV ON 3630.0000 0.0000 0.000000 3,630.00 0.00 0.00 SHARES DUE 10/15/2018$0.00202/PV ON 1,800,000.00 PV DUE 10/15/18 10/15/2018 47788CAC6 INTEREST EARNED ON JOHN DEERE OWNER 2.660% 4/18/22$1 PV ON 0.0000 0.000000 2,970.33 0.00 0.00 1340000.0000 SHARES DUE 10/15/2018 10/15/2018 47788EAC2 INTEREST EARNED ON JOHN DEERE OWNER 3.080% 11/15/22$1 PV ON 0.0000 0.000000 11,883.67 0.00 0.00 11883.6700 SHARES DUE 1 0/1 512 01 8$0.00257/PV ON 4,630,000.00 PV DUE 10/1511 B 10/15/2018 62479MKF9 INTEREST EARNED ON MUFG BANK LTD NY BRAN C P 10/15/18$1 PV ON 0.0000 0.000000 24,583.00 0.00 0.00 3100000.0000 SHARES DUE 10/15/2018 3,100,000 PAR VALUE AT 100% 10/15/2018 62479MKF9 INTEREST EARNED ON MUFG BANK LTD NY BRAN C P 10/15/18$1 PV ON 0.0000 0.000000 62,130.00 0.00 0.00 9000000.0000 SHARES DUE 10/15/2018 9,000,000 PAR VALUE AT 100% 10/15/2018 65478VAD9 INTEREST EARNED ON NISSAN AUTO 1.320% 1/15/21 $1 PV ON 1498.0400 0.0000 0.000000 1,498.04 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00110/PV ON 1,361,853.10 PV DUE 10/15/18 10/15/2018 654747ABO INTEREST EARNED ON NISSAN AUTO 1.470% 1/15/20$1 PV ON 417.2500 0.0000 0.000000 417.25 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00123/PV ON 340.612.63 PV DUE 10/15/18 10/15/2018 65477UAD2 INTEREST EARNED ON NISSAN AUTO 1.500% 9/15/21 $1 PV ON 2020.4300 0.0000 0.000000 2,020.43 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00125/PV ON 1,616,346.74 PV DUE 10/15/18 10/15/2018 65479GAD1 INTEREST EARNED ON NISSAN AUTO 3.060% 3/15123$1 PV ON 9078.0000 0.0000 0.000000 9,078.00 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.002551PV ON 3,560,000.00 PV DUE 10/15/18 10/15/2018 674599CK9 INTEREST EARNED ON OCCIDENTAL PETROLEUM 2.600% 4/15/22$1 PV ON 0.0000 0.000000 43,550.00 0.00 0.00 3350000.0000 SHARES DUE 10/15/2018 10/15/2018 89238BAB8 INTEREST EARNED ON TOYOTA AUTO 2.100%10/15/20$1 PV ON 9047.5000 0.0000 0.000000 9,047.50 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00175/PV ON 5,170,000.00 PV DUE 10/15/18 10/16/2018 3133TCE95 INTEREST EARNED ON F H L M C MLTCL MTG 3.587% 8115/32$1 PV ON 46.0100 0.0000 0.000000 46.01 0.00 0.00 SHARES DUE 1 011 5/2 01 8$0.00299/PV ON 15,013.80 PV DUE 10/15/18 10/16/2018 69353RCH9 PAID ACCRUED INTEREST ON PURCHASE OF PNC BANK NA MTN 2.200% 1/28119 0.0000 0.000000 4,909.67 0.00 0.00 10/18/2018 43814RAC0 INTEREST EARNED ON HONDA AUTO 1.210%12/18/20$1 PV ON 2449.9700 0.0000 0.000000 2,449.97 0.00 0.00 SHARES DUE 1 011 8/2 01 8$0.00101/PV ON 2,429,718.80 PV DUE 10/18/18 10/18/2018 43814PAB6 INTEREST EARNED ON HONDA AUTO 1.570% 1121/20$1 PV ON 660.6000 0.0000 0.000000 660.60 0.00 0.00 SHARES DUE 1 011 8/2 01 8$0.00131/PV ON 504,918.50 PV DUE 10/18/18 10/18/2018 43814PAC4 INTEREST EARNED ON HONDA AUTO 1190% 9120/21 $1 PV ON 4609.2500 0.0000 0.000000 4,609.25 0.00 0.00 SHARES DUE 1 011 8/2 01 8$0.00149/PV ON 3,090,000.00 PV DUE 10/18/18 10/18/2018 43814UAG4 INTEREST EARNED ON HONDA AUTO 3.010% 5118/22$1 PV ON 1710000.0000 0.0000 0.000000 4,289.25 0.00 0.00 SHARES DUE 10118/2018 10/22/2018 36225CAZ9 INTEREST EARNED ON G N M A 11#080023 3.125% ID20/26$1 PV ON 49.1800 0.0000 0.000000 49.18 0.00 0.00 SHARES DUE 1 012 0/2 01 8 SEPTEMBER GNMA DUE 10/20/18 6 Of U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 GainlLoss 10/22/2018 36225CC20 INTEREST EARNED ON G N M A 11#080088 3.625% 6/20127$1 PV ON 63.4600 0.0000 0.000000 6146 0.00 0.00 SHARES DUE 1 012 0/2 01 8 SEPTEMBER GNMA DUE 10/20/18 10/22/2018 36225CNM4 INTEREST EARNED ON G N M A 11#0803953.625% 4/20/30$1 PV ON 23.6900 0.0000 0.000000 23.69 0.00 0.00 SHARES DUE 1 012 0/2 01 8 SEPTEMBER GNMA DUE 10/20/18 10/22/2018 36225CN28 INTEREST EARNED ON G N M A 114080408 3.625% 5/20/30$1 PV ON 183.2900 0.0000 0.000000 183.29 0.00 0.00 SHARES DUE 10/20/2018 SEPTEMBER GNMA DUE 10/20/18 10/22/2018 36225DCB8 INTEREST EARNED ON G N M A 11#080965 2.750% 7/20/34$1 PV ON 134.5400 0.0000 0.000000 134.54 0.00 0.00 SHARES DUE 1 012 0/2 01 8 SEPTEMBER GNMA DUE 10/20/18 10/22/2018 43815HAC1 INTEREST EARNED ON HONDA AUTO 2.950% 8/22/22$1 PV ON 3970000.0000 0.0000 0.000000 9,759.58 0.00 0.00 SHARES DUE 10/21/2018 10/22/2018 94974BFU9 INTEREST EARNED ON WELLS FARGO CON MTN 2.125% 4/22119$1 PV ON 0.0000 0.000000 15,937.50 0.00 0.00 1500000.0000 SHARES DUE 10/22/2018 10/24/2018 313385179 INTEREST EARNED ON F H L B DISC NTS 10/24/18$1 PV ON 5000000.0000 0.0000 0.000000 7,98T50 0.00 0.00 SHARES DUE 10124/2018 5,000,000 PAR VALUE AT 100% 10/25/2018 03215PFN4 INTEREST EARNED ON AMRESCO 3.15585% 6/25/29$1 PV ON 351.7300 0.0000 0.000000 351.73 0.00 0.00 SHARES DUE 1012MO18$0.00263/PV ON 133,743.29 PV DUE 10/25/18 10/25/2018 31398VJ98 INTEREST EARNED ON F H L M C MLTCL MTG 4.251% 1125/20$1 PV ON 900000.0000 0.0000 0.000000 3,188.25 0.00 0.00 SHARES DUE 10/25/2018 10/25/2018 31394JY35 INTEREST EARNED ON F H L M C MLTCL MTG 6.500% 9125/43$1 PV ON 4280.5100 0.0000 0.000000 4,280.51 0.00 0.00 SHARES DUE 1 012 5/2 01 8$0.00542/PV ON 790,248.18 PV DUE 10125/18 10/25/2018 31371 NUC7 INTEREST EARNED ON F N M A#257179 4.500% 4/01128$1 PV ON 67.7100 0.0000 0.000000 67.71 0.00 0.00 SHARES DUE 10/25/2018 SEPTEMBER FNMA DUE 10/25/18 10/25/2018 31376KT22 INTEREST EARNED ON F N M A#357969 5.000% 9/01135$1 PV ON 475.9100 0.0000 0.000000 475.91 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25/18 10/25/2018 31381PDA3 INTEREST EARNED ON F N M A#466397 3.400%11/01/20$1 PV ON 980.0200 0.0000 0.000000 980.02 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25/18 10/25/2018 31403DJZ3 INTEREST EARNED ON F N M A#745580 5.000% 6/01136$1 PV ON 463.5200 0.0000 0.000000 463.52 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25118 10/25/2018 31403GXF4 INTEREST EARNED ON F N M A#748678 5.000%10/01/33$1 PV ON 10.7200 0.0000 0.000000 10.72 0.00 0.00 SHARES DUE 10/25/2018 SEPTEMBER FNMA DUE 10/25118 10/25/2018 31406POV8 INTEREST EARNED ON F N M A#815971 5.000% 3/01/35$1 PV ON 819.8300 0.0000 0.000000 819.83 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25/18 10/25/2018 31406XWT5 INTEREST EARNED ON F N M A#823358 3.481% V01135$1 PV ON 349.8100 0.0000 0.000000 349.81 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25/18 10/25/2018 31407BXH7 INTEREST EARNED ON F N M A#826080 5.000% 7/01135$1 PV ON 93.1200 0.0000 0.000000 93.12 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25118 10/25/2018 31410F4V4 INTEREST EARNED ON F N M A#888336 5.000% 7/01/36$1 PV ON 915.5200 0.0000 0.000000 915.52 0.00 0.00 SHARES DUE 10/25/2018 SEPTEMBER FNMA DUE 10/25118 7 d 8 U.S. Bank Transaction History 1 0/0112 01 8 Thru 10/31/2018 GainlLoss 10/25/2018 3138EG6F6 INTEREST EARNED ON F N M A#AL0869 4.500% 6101129$1 PV ON 46.2500 0.0000 0.000000 46.25 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25/18 10/25/2018 31417YAY3 INTEREST EARNED ON F N M A#MA0022 4.500% 4/01/29$1 PV ON 75.2500 0.0000 0.000000 75.25 0.00 0.00 SHARES DUE 1 012 5/2 01 8 SEPTEMBER FNMA DUE 10/25/18 10/25/2018 31397QREO INTEREST EARNED ON F N M A GTD REMIC 1.113% 2/25/41 $1 PV ON 540.2700 0.0000 0.000000 540.27 0.00 0.00 SHARES DUE 10/25/2018$0.00241/PV ON 223,883.01 PV DUE 10125/18 10/25/2018 78445JAA5 INTEREST EARNED ON S L M A 3.92054% 4/25/23$1 PV ON 263.4600 SHARES 0.0000 0.000000 263.45 0.00 0.00 DUE 10/25/2018$0.00980/PV ON 26,879.41 PV DUE 10/25/18 10/25/2018 912796OE2 INTEREST EARNED ON U S TREASURY BILL 10/25/18$1 PV ON 5000000.0000 0.0000 0.000000 23,697.83 0.00 0.00 SHARES DUE 10/25/2018 5,000,000 PAR VALUE AT 100% 10/25/2018 912828SD3 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.250% 1/31/19 0.0000 0.000000 -14,605.98 0.00 0.00 10/25/2018 25468PDL7 PAID ACCRUED INTEREST ON PURCHASE OF WALT DISNEY MTN 0.875% 7/12/19 0.0000 0.000000 .2,828.92 0.00 0.00 10/29/2018 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7115/24 ADJUSTED BY 3120.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 10/29/2018 912828WUO FED BASIS OF U S TREASURY I P S 0A 25% 7/15124 ADJUSTED BY 3120.00 UNITS 0.0000 0.000000 0.00 3,120.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 10/29/2018 89113X B4 INTEREST EARNED ON TORONTO C D 2.260%10/29/18$1 PV ON 1000000.0000 0.0000 0.000000 6,403.33 0.00 0.00 SHARES DUE 1 012 9/2 01 8 ACCRUED INTEREST ON 1 0/2 912 01 8 MATURITY 10/29/2018 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7115/24 ADJUSTED BY 3120.0000 3,120.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 10/29/2018 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 3120.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 10/30/2018 58933YAF2 PAID ACCRUED INTEREST ON PURCHASE OF MERCK CO INC 2.800% 5118/23 0.0000 0.000000 -25,200.00 0.00 0.00 10/31/2018 912828T67 INTEREST EARNED ON U S TREASURY NT 1.250%10/31/21 $1 PV ON 0.0000 0.000000 37,500.00 0.00 0.00 6000000.0000 SHARES DUE 10/31/2018 10/31/2018 912828199 INTEREST EARNED ON U S TREASURY NT 1.375%10/31/20$1 PV ON 0.0000 0.000000 68,750.00 0.00 0.00 10000000.0000 SHARES DUE 10/31/2018 10/31/2018 313383YJ4 PAID ACCRUED INTEREST ON PURCHASE OF F H L B DEB 3.375% 9/08/23 0.0WO 0.000000 -24,843,75 0.00 0.00 TOTAL OTHER TRANSACTIONS 5,928.0000 959,980.68 .14,396.72 0.00 8 of OPERATIONS COMMITTEE Meeting Date TOBE.Of Dir. 11/07/18 11/28/18 AGENDA REPORT ItemNumber Item Number z s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CATERPILLAR, MODEL XQ570 TRAILER MOUNTED MOBILE DIESEL GENERATOR GENERAL MANAGER'S RECOMMENDATION A. Approve a Purchase Order Contract to Quinn Power Systems for the purchase of a Caterpillar, Model XQ570 Trailer Mounted Mobile Diesel 500 kW Generator, (Tier4 Final Engine), using the Sourcewell (formerly National Joint Powers Alliance) Cooperative Contract Number #120617-CAT with Caterpillar, for an amount not to exceed $299,920, in accordance with Ordinance No. OCSD-52, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of$14,996 (5%). BACKGROUND The Orange County Sanitation District (Sanitation District) utilizes trailer mounted, standby generator systems to provide critical power generation to the pump stations during planned or emergency power outages and bypass pumping activities, in both the collections systems and treatment plants. There is insufficient standby generator capacity to support several of the Sanitation District's pump stations. RELEVANT STANDARDS • Achieve less than 2.1 sewer spills per 100 miles • Comply with environmental permit requirements • Meet or exceed sanitary sewer overflow regulations • Commitment to safety& reducing risk in all operations PROBLEM In the event of an extended power outage, including planned outages for maintenance activities, the Sanitation District utilizes standby generators at the pump stations to ensure against a sewer spill. Currently, not all pump stations have emergency standby generators on-site and the portable generators owned by the Sanitation District do not have the capacity needed to power the three largest pump stations: Bitter Point, Seal Beach, and Main Street. Page 1 of 2 PROPOSED SOLUTION Staff recommends the purchase of one (1) 500-kW trailer mounted emergency generator utilizing the Cooperative Contract with Sourcewell. The 500-kW generator has the capacity to operate as a single unit or in parallel with another trailer-mounted generator to provide adequate power to the three largest pump stations or to the treatment plant facilities. TIMING CONCERNS By having immediate access to the equipment needed, staff can mobilize quickly and efficiently, minimizing the risk of a sewer spill due to a loss of power at the pump station. RAMIFICATIONS OF NOT TAKING ACTION While 501 generators are available via rental equipment, portable generators of this capacity are not commonly available. Depending on the availability of a rental in an emergency is not advisable as time lost trying to secure proper equipment could result in a sewer spill or increase the magnitude and impact of a spill. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Cooperative Contract discount through Sourcewell is 23%. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY18/19 budget, Operations and Maintenance, Division 822 (Section 8, Page 96). Date of Approval Contract Amount Contingency 1110712018 $299,920 $14,996 (5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: N/A RB:CL:sr Page 2 of 2 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 11/07/18 11/28/18 AGENDA REPORT Item Item Number 4 fi Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CITY OF SEAL BEACH ADOLFO LOPEZ PUMP STATION ODOR CONTROL FACILITY GENERAL MANAGER'S RECOMMENDATION Approve a Site Access and License Agreement with the City of Seal Beach to construct an odor control chemical dosing station for the injection of chemicals into the Knott Interceptor at 1776 Adolfo Lopez Drive, in a form approved by General Counsel. BACKGROUND To reduce odor nuisances in the collection system, the Orange County Sanitation District (Sanitation District) implemented an odor and corrosion control program, which includes the application of chemicals to minimize hydrogen sulfide (1-12S.) The Sanitation District currently treats the Westminster sewer with a continuous feed of magnesium hydroxide at the Seal Beach Pump Station to minimize potential odor impacts on the surrounding communities. RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • 12 or fewer odor complaints per year under normal operating conditions in the collections system PROBLEM High levels of H2S vapor in the western part of the Westminster and Knott sewers has the potential to cause odor nuisances and complaints in the cities of Seal Beach and Westminster. PROPOSED SOLUTION Staff recommends the addition of a chemical dosing station at the Adolfo Lopez Pump Station in the City of Seal Beach. The addition of this application site will address odors along the Knott sewer. Page 1 d 2 RAMIFICATIONS OF NOT TAKING ACTION If not approved, the western portions of the Westminster and Knott sewers will experience elevated 1-12S levels, with a potential for odor complaints and accelerated corrosion. CEQA The Sanitation District is the lead agency and has determined this project required CEQA documentation for consideration and filed the Sanitation District's Addendum No. 5 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor& Corrosion Control Program, dated May 2, 2018, and Board approved on May 23, 2018 (Item No. 2) to accommodate odor and corrosion control chemical addition at City of Seal Beach Adolfo Lopez Pump Station. FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Site Access and License Agreement Page 2 of 2 SITE ACCESS AND LICENSE AGREEMENT (Adolfo Lopez Pump Station) This Site Access and License Agreement dated 2018 ("Effective Date"), is entered into by and between the Orange County Sanitation District ("OCSD"), and City of Seal Beach ("CSB"). OCSD and CSB are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." This Site Access and License Agreement is sometimes hereinafter referred to as "License Agreement" or"Agreement." A. OCSD is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, and is responsible for safely collecting, treating, and disposing of wastewater generated by more than 2.5 million people living and working in Orange County; and B. CSB is a charter city duly organized and operating under the laws of the State of California which operates a sanitation district that is responsible for residential trash collection and transmittal to a recycling facility for recycling and disposal. The CSB also provides liquid waste collection and transmission to OCSD facilities for treatment and disposal; and C. CSB owns and operates the Adolfo Lopez Pump Station, the real property being located at 1776 Adolfo Lopez Drive, Seal Beach, CA 90740, City's Maintenance Yard, commonly known as the Adolfo Lopez Pump Station (collectively the "Property") and depicted on the site map and project area attached hereto as Exhibit "A;" and D. OCSD previously conducted a demonstration study at the Property to evaluate the effectiveness of utilizing calcium nitrate added to wastewater to reduce odor and corrosion in wastewater by utilizing the Adolfo Lopez Pump Station; and E. Based on the results of this demonstration study, OCSD desires to use the Property as an odor treatment facility ("Facility") as described in Exhibit "C"; and F. As a reflection of its shared interest in treating sewage for the benefit of the public's health, safety, and welfare, CSB intends to allow OCSD access to the Property. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in this Site Access and License Agreement, OCSD and CSB hereby agree as follows: 1. Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. 2. Grant of Revocable License/Site Access. 1355608.1 A. License. CSB hereby grants OCSD (and its consultants, contractors, subcontractors, and/or agents ("Authorized Personnel") a revocable license to use, access and enter upon the portion of the Property depicted in Exhibit "A", for the purpose of establishing, operating, and maintaining the Facility, as may be reasonably necessary or convenient for OCSD's wastewater odor control program. This Agreement is intended and shall be construed as a non- exclusive license to enter upon, install, operate and maintain the Facility at the Property, and not as a grant of easement or other interest in the Property. Except as expressly set forth herein, no other rights are created by this Agreement. B. The Facility. As used in this Agreement, the Facility, which is described in further detail in Exhibit "C," includes one tank, a chemical dosing enclosure, and a conduit that will carry odor control chemicals from the tank to the existing wet well at the Property. OCSD will install the conduit through the Manhole and into the sewer line to transport ferrous chloride and/or calcium nitrate and/or magnesium hydroxide for delivery within OCSD's lines downstream of the Property. 3. Term. This Agreement will commence as of the Effective Date and remain in effect for a term of ten years, unless sooner terminated by either Party in accordance with Section 14 of this License Agreement. 4. Equipment. OCSD may bring onto the Property and install such equipment or machinery as may be reasonably necessary or convenient to conduct the intended odor control measures. 5. Reservation of Rights/Mutual Non-Interference. During the term of this Agreement, the Parties will jointly use the Property, and in doing so intend to avoid interfering with the use, operation, and maintenance of the other Party's facilities, except as specifically set forth in this Agreement. A. Reservation of Rights. As provided in Recitals B and C, CSB owns and operates its Maintenance Yard and Adolfo Lopez Pump Station on the Property. At all times, CSB's operations of the Maintenance Yard and Adolfo Lopez Pump Station are and shall remain the primary activities upon the Property. During the term of this Agreement, CSB reserves the right to use, and to allow others to use, the Property for its Maintenance Yard and Adolfo Lopez Pump Station, and for any and all lawful municipal and other governmental purposes in addition to, but not limited to, any of CSB's operations, together with incidental rights of construction and installation of facilities, ingress and egress, and operation and maintenance. CSB further reserves the right to take any actions on the Property, or to cause any third parties to take any actions on the Property, that CSB deems reasonably necessary, in its sole discretion, to carry out any municipal and/or other governmental functions and/or to allow any other lawful governmental purposes, and to repair, maintain, alter, or improve its facilities and/or the Property for such other municipal and/or other governmental purposes. CSB's exercise of the rights reserved herein shall not be deemed inconsistent with 1355608.1 OCSD's use of the Property pursuant to this Agreement or constitute interference with the Facility or the license granted pursuant to this Agreement. B. Noninterference by OCSD. Except as detailed on the attached Exhibits "B" and "C" and subject to CSB's reservation of rights pursuant to Subsection A, OCSD shall not interfere with CSB's operations at the Property, as described in Subsection A. OCSD shall give CSB at least two business days' notice prior to entering the Property for regular maintenance, or provide a schedule of regular maintenance that would eliminate the need for additional notice. In the event of an emergency, OCSD will provide CSB with as much notice as possible prior to entering the Property. C. Noninterference by CSB. Subject to CSB's reservation of rights pursuant to Subsection A, or upon the express written consent of OCSD, CSB shall not (i) tamper with, alter, or damage the Facility or interfere with or obstruct OCSD's activities with respect to the Facility performed in accordance with the terms of this Agreement; or(ii) cause or permit interference or obstruction of the Facility by CSB's lessees, licensees, or agents to the extent within CSB's reasonable control. To the extent reasonably feasible, CSB will give OCSD at least two business days' notice prior to any action that would interfere with the operation of the Facility and will reasonably cooperate with OCSD to carry out such activities with a minimum amount of interference with the Facility. 6. Indemnity. OCSD acknowledges that CSB would not have entered into this Agreement in the absence of the commitment of OCSD to indemnify and protect CSB and the Indemnitees, as set forth in this Agreement. A. Indemnity for Design Professional Services and Other Professional Services. To the fullest extent permitted by law, OCSD shall, at its sole cost and expense, indemnify and hold harmless CSB, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those CSB agents serving as independent contractors in the role of CSB officials (collectively "Indemnitees" in this Section 6), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively"Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of OCSD, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that OCSD shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code § 2782.8(c), or in the performance of other professional services under this Agreement. Any Claims arising out of design professional services shall be on a 1355608.1 reimbursement basis. Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to OCSD exceed OCSD's proportionate percentage of fault. B. Other Indemnities. Other than in the performance of professional services, and to the fullest extent permitted by law, OCSD shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of OCSD, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that OCSD shall bear the legal liability thereof) in the performance of this Agreement except for Damages arising from the negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. OCSD shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. OCSD shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith, unless it is determined by final arbitration, court decision, or agreement of the Parties that Indemnitees are solely responsible for the Damages. C. Subcontractor Indemnification. OCSD shall obtain executed indemnity agreements with provisions identical to those in this Section 6 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of OCSD in the performance of this Agreement. If OCSD fails to obtain such indemnities, OCSD shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of OCSD's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that OCSD's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, except for Claims or Damages arising from the negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. D. The obligations of OCSD under this or any other provision of this 1355608.1 Agreement shall not be limited by the provisions of any workers' compensation act or similar act. OCSD expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. OCSD's indemnity obligation set forth in this Section 6 shall not be limited by the limits of any policies of insurance required or provided by OCSD pursuant to this Agreement. E. OCSD's and CSB's covenants under this Section 6 shall survive the expiration or termination of this Agreement. 7. Restoring Condition of Propertv. OCSD shall maintain the Facility in an orderly manner while they are located on the Property, and shall remove all debris, trash, equipment, and other materials used by OCSD immediately upon completion of installation of Facility and/or regular maintenance efforts. Additionally, OCSD shall, to the extent feasible, at the completion of each day's work, restore the Property to as close to the same condition as it existed at the commencement of that day. Upon expiration or termination of this Agreement, OCSD shall, to the extent feasible, restore the Property to as close to its original condition as it existed prior to installation of the Facility on the Property. 8. Original Condition of Propertv. CSB makes no warranty as to the fitness of the Property for the purposes intended by OCSD or for any purpose whatsoever. CSB, to the best of its knowledge, is not aware of any hazardous materials or environmental contamination on the Property. OCSD accepts the Property conditions as they may exist from time to time without any representation or warranty from CSB, and without any duty of CSB to warn of any conditions. Accordingly, OCSD assumes all risks associated with its entry and presence on the Property and installation and operation of the Facility pursuant to this Agreement. 9. Preparatory Activities and Environmental Compliance. OCSD shall determine the presence or absence of underground utilities and structures prior to conducting subsurface work at the Property, and shall perform all other relevant preparatory work. OCSD shall provide appropriate notification to, and obtain all required permits from, applicable regulatory authorities prior to conducting work at the Property. In accordance with CEQA, OCSD has prepared and certified a 2002 Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor& Corrosion Control Program (SCH No. 1997101065) ("SEIR"), and the 2018 Addendum to the SEIR ("2018 Addendum") to address environmental impacts of the Facility and its operations at the Property. A copy of the 2018 Addendum is attached hereto as Exhibit B. Any California Environmental Quality Act (CEQA) requirements will be fully satisfied by the Parties prior to any mobilization, installation and commissioning of the Facility. During the term of this Agreement, OCSD shall install, maintain and operate the Facility, and conduct of all its activities with reference to the Facility, in accordance with all CEQA requirements, including but not limited to all applicable mitigation measures contained in the SEIR and the 2018 Addendum 1355608.1 thereto and all other provisions of applicable federal and state law. 10.00SD Promise to Pay— Utilities. CSB will bill OCSD for electricity and water annually under the applicable Tariff. OCSD agrees to reimburse CSB for the actual costs of water, electricity, and other utility services, if any, as used by OCSD. The Parties agree that rates and charges billed to OCSD shall not exceed those that would apply if OCSD were purchasing such utilities directly from SCE and the City of Seal Beach. OCSD shall pay such charges to CSB within 30 days of OCSD's receipt of each annual bill thereof. 11.Transportation/Traffic. Except in cases of emergencies, chemical deliveries at the Adolfo Lopez Pump Station shall only occur Monday through Friday between the hours of 7:30 a.m. and 4:30 p.m. Chemical deliveries will require approximately one to two truck trips per week. OCSD staff and delivery contractors shall have full access to the tank during these times to complete chemical deliveries. The delivery of the chemicals and other activities of OCSD shall not cause traffic along the public streets adjacent to the Property, interfere with access along, to or within the Property, or create lane closures, or result in noise that exceeds City noise levels for activities at the Property. 12.Cost. Any OCSD work performed at, near, beneath, or related to the Facility will be at the sole cost and expense of OCSD. OCSD shall keep the Property free and clear of all liens in any way related to the operation of OCSD's Facility. 13.lnsurance. OCSD shall at all times during the term of this License Agreement maintain at its own expense insurance of the types and amounts indicated below. Such insurance shall be in the form and substance satisfactory to CSB, shall be issued by carriers which are authorized to do business in California, and shall be maintained until the term of this License Agreement is ended. OCSD shall cause CSB to be named as an additional insured on each contractor and subcontractor's Comprehensive General Liability insurance policy. A. General Liability. $2,000,000 per occurrence for bodily injury, personal injury, and property damage and $4,000,000 aggregate for bodily injury, personal injury, and property damage. B. Automobile Liability. $2,000,000 combined single limit per accident for bodily injury and property damage, including non-owned and hired vehicles. C. Workers' Compensation. Workers' Compensation, in accordance with the Workers' Compensation Act of the State of California for a minimum of$1,000,000 or such minimum limits as required by the State, whichever is greater. D. Pollution and Environmental Liability. Pollution and environmental liability, including claims arising from the discharge, dispersal release or escape of any irritant or contaminant into or upon the land, any structure, or watercourse, for a minimum of$5,000,000 for any single 1355608.1 event. E. Consultant and Contractor Liability. All consultants, contractors and subcontractors shall be required to provide the same insurance as required of OCSD herein. OCSD shall be responsible for collecting and maintaining all insurance from contractors and subcontractors. OCSD shall ensure that all insurance received from all contractors, subcontractors, and consultants meets and/or exceeds the requirements of the contract as approved by CSB. F. Self-Insure. OCSD may self-insure against any of the risks and liabilities described in this section. If OCSD elects to self-insure, OCSD shall, upon written request from CSB, provide CSB with certificates of insurance and letters of self-insurance describing the insurance and self-insurance carried by OCSD that apply to this Facility. G. The general liability, pollution and environmental liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: i. CSB, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of CSB officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of OCSD; products and completed operations of OCSD; premises owned, occupied or used by OCSD; or automobiles owned, leased, hired or borrowed by OCSD. The coverage described above in this paragraph shall contain no limitations on the scope of protection afforded to CSB, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of CSB officials which are not also limitations applicable to the named insured. ii. For any claims arising from OCSD's acts or omissions under this License Agreement, OCSD's insurance coverage shall be primary insurance as respects CSB, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of CSB officials. Any insurance or self- insurance maintained by CSB, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of CSB officials shall be excess of OCSD's insurance and shall not contribute with it. iii. OCSD's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. iv. Each insurance policy, except for the professional liability policy, 1355608.1 required by this clause shall expressly waive the insurers right of subrogation against CSB and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of CSB officials. V. In the event that any coverage is cancelled, OCSD shall provide written notice by first-class mail to CSB within 30 days of such cancellation, or within 10 days by express overnight mail if cancellation is due to nonpayment of premiums. H. Acceptability of Insurers. Insurance is to be placed with CSAC EIA or insurers with a current A.M. Best's rating of no less than A:VIII unless waived in writing by CSB's Risk Manager. This provision shall not apply if OCSD elects to self-insure against any of the liabilities described in this License Agreement. I. Verification of Coverage. Prior to OCSD's commencement of any work or services under this Agreement, OCSD shall provide CSB with complete copies of all required insurance policies, including endorsements affecting the coverage required by these specifications, and all 'Waiver of Transfer Rights of Recovery Against Others To Us" endorsement forms in favor of CSB. OCSD shall further provide CSB with certified copies of all additional insured endorsements naming the CSB as an additional insured, and all "Waiver of Transfer Rights of Recovery Against Others To Us" endorsement forms in favor of CSB prior to the commencement of any services under this License Agreement. 14.Termination. A. Termination by CSB. i. This Agreement may be terminated by CSB, without cause, upon sixty (60) days' written notice to OCSD, or, with reasonable cause or when necessary to protect the public health, safety and welfare, immediately upon written notice. ii. This Agreement may be terminated by CSB upon ten (10) days' notice to OCSD if OCSD fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this License Agreement. B. Termination by OCSD. i. This Agreement may be terminated by OCSD, without cause, upon sixty (60) days' written notice to CSB, or, based on reasonable cause, upon giving CSB written notice thereof not less than ten (10) days prior to the date of termination. Notice of termination shall be given in accordance with Section 16 of this Agreement. 1355608.1 15.Attomevs' Fees. If either of the Parties is required to engage an attorney or institute an action in order to enforce any of the provisions of this License Agreement, the prevailing Party shall be entitled to reasonable attomeys' fees and court costs which may be incurred. 16.Notices. All notices or other communications required or permitted here under shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by recognized overnight courier and shall be deemed received upon the earlier of: (1)the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; or (ii) three (3) business days after the date of posting by the United States Post Office if by mail. Notices or other communications shall be addressed as follows: To District: Orange County Sanitation District Post Office Box 8127 Fountain Valley, CA 92728-8127 Attention: James D. Herberg, General Manager To CSB: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attention: Jill R. Ingram, City Manager 17.Venue. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of California for Orange County. 18.No Third Party Beneficiaries. This Agreement is entered into by and for OCSD and CSB, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. This Agreement is binding upon the Parties and their respective successors, representatives, heirs, and assigns. OCSD shall not assign this Agreement nor any rights hereunder without the prior written consent of CSB, which may be given or withheld in CSB's reasonable discretion. 19. Force Maieure. Except for the payment of money, neither Party shall be liable for any delays or other nonperformance resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, Act of God, strike or labor dispute, war or other violence, acts of third-parties, or any law, order, or requirement of any governmental agency or authority. 20.Governing Law. This Agreement shall be governed by the laws of the State of California. 21. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations and agreements between the Parties pertaining to the subject matter hereof. 1355608.1 22.Waiver. A waiver of a breach of the covenants, conditions or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement. 23.Amendments. This Agreement may be modified or amended only by a written document executed by both OCSD and CSB. 24.Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 25.Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. [Signature Page Follows] 1355608.1 IN WITNESS WHEREOF, this Site Access and License Agreement has been executed in the name of the Orange County Sanitation District by its officers, thereunto duly authorized, and executed by the City of Seal Beach as of this day of 2018. ORANGE COUNTY SANITATION DISTRICT By Greg Sebourn Chair, Board of Directors By Kelly Lore Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel City of Seal Beach By Name: Jill R. Ingram Title: City Manager Attest: By: Robin L. Roberts, City Clerk APPROVED AS TO FORM: By: Craig A. Steele, City Attorney 1355608.1 EXHIBIT "A" a , TI �r INC. Figure 1: Detail aerial view plan of Adolfo Lopez Pump Station Facility with chemical dosing lines 1355608.1 L _ Wiener Nationals umm�r,d ;r Figure 2:Adolfo Lopez Pump Station view from Adolfo Lopez Drive 1355608.1 ^�<Fo <op� / umw�ux% LMD xoswxxee / wrxnxui rasr / uwcononoore w.oxo wacE.�ev r / eaxrwmmwvr / PA�DLOT �a.amen.e � mob_wean Figure 3: Plan view of Adolfo Lopez Pump Station 1355608.1 a M ^w Figure 4: Detail plan view of Adolfo Lopez Pump Station with chemical discharge and slip line 1355608.1 EXHIBIT "B" ADDENDUM NO. 4 TO THE ORANGE COUNTY SANITATION DISTRICT'S SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM STATE CLEARINGHOUSE NO.: 1997101065 LEAD AGENCY: Orange County Sanitation District DATE: April 4, 2018 PURPOSE OF ADDENDUM: In November 2002, the Orange County Sanitation District ("Sanitation District") Board of Directors certified the Final Supplemental Environmental Impact Report ("SEIR")for the Final Effluent Pump Station Annex and Collection System Odor&Corrosion Control Program (SCH No. 1997101065). The SEIR supplemented the Program Environmental Impact Report ("PEIR")for the Sanitation District's 1999 Strategic Plan, which was certified in October 1999. (SCH No. 97101065). The 1999 Strategic Plan called for OCSD to begin testing various equipment and techniques to control odors in the Sanitation District's service area. This testing and evaluation proved successful and ultimately led the Sanitation District to install several continuous feed systems in certain locations as part of the Odor and Corrosion Control Program ("Odor Control Program"). The SEIR analyzed the environmental impacts of existing continuous feed systems throughout the Sanitation District's service area and predicted that additional feed systems would be built as appropriate locations were identified. This addendum, prepared in accordance with the California Environmental Quality Act (CEQA) (Public Resources Code Section 21000 et seq.) and its implementing Guidelines (California Code of Regulations Title 14,Chapter 3,Section 15000 et seq.), addresses the addition of a continuous feed chemical dosing station as described in the SEIR. PROJECT DESCRIPTION: Sanitation District's collection system generates odorous gases, primarily hydrogen sulfide, which can be released into the air creating a nuisance to surrounding land uses.To reduce the nuisance, Sanitation District conducts an odor and corrosion control program for the collection system that currently consists of applying chemicals in the upper, middle and lower reaches of the trunk sewer collection system. The application of the various chemicals is applied intermittently to minimize the hydrogen sulfide production as the wastewater is conveyed from the collection system to Sanitation District's treatment plants. The Sanitation District plans to install a chemical dosing station (the "Station")to add calcium nitrate, ferrous chloride, and/or magnesium hydroxide for continuous odor treatment to the Knott 1355608.1 trunk line at Adolfo Lopez Pump Station in the City of Seal Beach ("City"). The Station will be located at City's Maintenance Yard at 1776 Adolfo Lopez Drive, Seal Beach.The pump station is bounded on the south, north, west and east by City's Maintenance Yard and is accessed through a secured gate on Adolfo Lopez Drive. The Station will include the installation and operation of a 7,800-gallon chemical tank,feed system equipment, and feed controls. The purpose is to control hydrogen sulfide (H2S)vapor and liquid levels to OCSD's level of service (LOS) standards, mitigate odors, and reduce odor complaints. The chemicals that may be used at the Station include, but are not limited to: • Calcium nitrate • Ferrous chloride • Magnesium hydroxide ENVIRONMENTAL IMPACT ANALYSIS: The Sanitation District intends to construct the Station as part of the Sanitation District's Odor and Corrosion Control Program ("Odor Control Program"). In 2002,the Sanitation District prepared a Supplemental Environmental Impact Report("SEIR")which evaluated many of the impacts associated with the Odor Control Program. The purpose and function of chemical dosing stations are described in Section 2.2 of the SEIR. Environmental impacts associated with the dosing stations are evaluated in Chapter 3 of the SEIR.The SEIR does not include details about this specific station as at the time of certification of the SEIR OCSD had not yet identified an appropriate location for a chemical dosing station in this area.This addendum describes and evaluates the environmental impacts of installing a chemical dosing station at the Adolfo Lopez Pump Station in the City of Seal Beach. Provided below is a review of the conclusions included in the SEIR and an evaluation of the environmental impacts as they pertain to this specific location. Aesthetics: The SEIR concluded that the storage tanks could be visible from adjacent land uses.As such,the tanks should be installed within city yards, pump stations or private industrial yards and any additional tank should be installed in a utility yard. The Adolfo Lopez Pump Station meets the criteria set forth in the SEIR as it is a pump station.The tank and equipment will be installed behind a fence and out of view to the residences to the extent possible for the site. The tank does not result in new significant environmental effects or a substantial increase in the severity of significant aesthetic effects from those determined in the SEIR. Air Quality: The SEIR concluded that the operation of the continuous feed stations would not have a significant impact to air quality.There will be up to approximately one to two truck deliveries per week, and 1355608.1 the emissions are not significant. In addition,the chemical dosing would reduce objectionable odors generated by the collection system,which results in a beneficial impact. Geology and Soils: The SEIR concluded that the aboveground storage tanks may be located in close proximity to fault splays.As such,tank specifications include a double wall tank for second containment to provide added protection from seismic hazards.The chemical storage tanks are designed to withstand ground shaking and avoid a potential spill during a seismic event.Therefore,the impacts remain less than significant. Hazards and Hazardous Materials: The SEIR notes that the Odor Control Program would include the transport, storage and use of diesel fuel and odor reduction chemicals that could pose a spill or leak hazard. However, when handled properly the chemicals do not pose a significant health risk to the surrounding land uses. The Sanitation District has implemented an Integrated Emergency Response Program (IERP)that includes a Spill Prevention Containment and Countermeasure Plan which includes structural specifications for storage tanks, monitoring, secondary containment capacity requirements, leak detection and alarms, emergency response procedures, reporting requirements, etc. The minor changes to this project from the SEIR,which do not create a significant impact, are the type of chemicals that may be stored at the site.The SEIR mentions calcium nitrate, ferric chloride, ferrous chloride,sodium nitrate, and magnesium hydroxide as possible dosing chemicals. Chemicals that may be used at the Adolfo Lopez Pump Station chemical dosing station include, but are not limited to,ferrous chloride, magnesium hydroxide, and calcium nitrate. Ferrous chloride is a greenish yellow liquid with a slight odor of iron/acid. It is corrosive but not flammable. It is listed as a hazardous chemical. The material is stable when handled properly. It is acidic and corrodes most metals. It can be absorbed into the body by inhalation, ingestion and can be irritating to the eyes and skin. It may be toxic or fatal if swallowed in sufficient quantity. Magnesium hydroxide is an odorless white liquid slurry.The product is not flammable or combustible and poses little health risk. It is not listed as a hazardous chemical. Exposure routes are through inhalation, ingestion, and skin and/or eye contact. Calcium nitrate is a clear liquid with no odor.The product is not flammable or combustible. It is not listed as a hazardous chemical. Exposure routes are through inhalation, ingestion and skin and/or eye contact. These chemicals are currently used as part of the normal Odor Control Program.Various chemical dosing stations throughout the Sanitation District service area safely use these chemicals. Strict measures are taken to ensure the instructions listed in the Safety Data Sheets are followed and the chemicals are used as intended. In addition,site access is restricted, the tank is double contained to hold spills, and appropriate personal protective equipment will be used bythose at the tank site to reduce the risk of exposure. 1355608.1 The minor deviations from the SEIR described in this section would not result in new significant environmental effects or a substantial increase in the severity of significant effects related to hazards and hazardous materials from those identified and evaluated in the SEIR. Hydrology and Water Quality: The SEIR concluded that chemicals used in the Odor Control Program could impact water quality if a spill were to occur. However, the implementation of best management practices (BMPs) and spill prevention, countermeasure, and control measures (SPCC) would reduce the impact to less than significant. Noise: The Odor Control Program requires the installation of an aboveground chemical storage tank; Installation is expected to be completed in five (5) days or less and the sources of noise include truck noise and jackhammering. If chemical suppliers are changed due to periodic re-bidding of the contract,a new tank and associated equipment would be installed. Noise is expected to be minimal and of short duration. Pumps are contained in an enclosure to reduce noise level.Approximately one to two truck trips per week are required for chemical deliveries.The truck trips would not raise ambient noise in the area significantly and as such would not be considered a significant noise impact. Transportation/Traffic: The chemical deliveries at the Adolfo Lopez Pump Station would occur approximately one to two truck trips per week. The storage tank is located at the City of Seal Beach City's Maintenance Yard and staff have full access to the tank.The delivery of the chemical would not cause traffic, interfere with access or create lane closures,the existing conditions would remain the same.As such,there is less than significant impact. FINDINGS FOR APPROVAL FOR ADDENDUM NO.4 TO THE SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR&CORROSION CONTROL PROGRAM: 1. Environmental impacts of chemical dosing stations throughout the service area were evaluated in the SEIR certified by the Sanitation District Board of Directors in November 2002. The SEIR envisioned that additional dosing stations would be added in future years and provided a conservative, worst-case analysis of the potential environmental effects of these future stations. The SEIR placed certain restrictions on the location of future dosing stations but otherwise assumed they may be located anywhere within Sanitation District's service territory, including near residential areas and sensitive receptors. 2. The Sanitation District's Odor Control Program assumed that additional dosing stations would be added in future years. As such,the addition of this Dosing Station does not constitute a substantial change in the Odor Control Program. 3. This addendum has been prepared to provide minor additions and technical changes to the SEIR to account for the addition of this Dosing Station. 1355608.1 4. The project modifications would not result in new significant environmental effects or an increase in the severity of significant effects from those determined bythe SEIR certified by the Sanitation District Board of Directors in 2002. There have also been no substantial changes in the circumstances surrounding the project since the preparation of the SEIR other than the identification of specific locations for dosing stations, which was expected under the SEIR. S. No new information of substantial importance has come to light since the preparation of the SEIR regarding significant effects of the project,the severity of the project's effects, or feasible mitigation measures. New information is now available regarding the efficacy of certain chemicals, but this will not significantly alter the project's effects or the infrastructure required for the dosing station. 1355608.1 EXHIBIT "C" Statement of Work - Adolfo Lopez Dosing Station Statement of Work -Adolfo Lopez Dosing Station CALCIUM NITRATE STORAGE AND HANDLING EQUIPMENT SPECIFICATION 1. General The standard design consists of a tank system,chemical transfer system,dosing system(s), a monitor/controller and a site containment system_ Each calcium nitrate storage and feed system shall include, but not be limited to the following Items: • Storage tank system • Chemical transfer system • Dosing system(s)sized for the targeted feed rate dosing module • Monitor/Controller • Site containment system • Safety shower/eyewash station Supplier shall be responsible for supplying a complete and fully functioning package for the calcium nitrate systems.This responsibility covers all aspects of the design including but not limited to chemical compatibility of all materials in contact with the chemical. Tank and appurtenances shall be upgraded as Industry standards and regulations change. 2. Storaae Tank System The specific tank selected is a 7,800 based on usage, space availability, logistics etc. Each tank system has integral secondary containment and is designed with a completely sealed containment area. The tank module consists of gallon high density cross linked polyethylene double wall storage tank with bottom draw_ 2.1 The tank wall thickness shall be extra heavy wall, and the overall minimum required wall thickness shall be in accordance with ASTM D1998. 2.2. The tank wall shall contain between 0.25-0.50 percent ultraviolet stabilizer that is compounded in the resin. No titanium,or camon-based pigments shall be used. 2.3. Tanks are sized for maximum storage efficiency. 2.4.Tank vents shall comply with California Code of Regulations(CCR),Title 8 for normal venting of atmospheric tanks. Sufficient venting, pursuant to industry standards, shall provide adequate relief. 2.5. Each tank shall have a dedicated Schedule 80 CPVC fill line. All connections are welded couplings with all attachments below liquid level having dual gussets for additional strength. Gaskets shall be of a Polyietra0uoroethylene compound,or a suitable Fluoroelastomer-Terpolymer. Bolts made of Type 316 stainless steel. 2.6.All tanks shall be outfined with a reverse level indicator with a chemically compatible float device and a rigid external level Indicator scaled to the specific tank size_ 1355608.1 2.7. Proper caution,or warning signs, shall be affixed to the lank in a manner consistent wnh local code5- 2.8. The tank shall include Idling lugs and a tee vent assembly and a name plate for identification. 2.9. The tank systems shall be delivered with a gel coat paint system. The gel mat paint is non-hazardous and can be easily applied for repairs or system cleanup onsne. Other colors shall be available upon request. 3. Transfer system 3.1. Suction, discharge,and injection pipe(rigid and flexible)shall be constructed of PVC& CPVC thermoplastic. All rigid piping in the transfer system shall be a minimum of heavy-duty Schedule 80 CPVC. Pipe shall conform to ASTM D-1794 standard for manufacturing and ASTM D-1785 and F-441 standards for dimensions and workmanship. 3.1_i_ Ali fittings shall be Injecton molded of PVC fitting compound of cell classification 12454-B and of CPVC fitting compound of cell classification 23447-B as described in ASTM D-1784_ 3.1_1 1 All threaded fittings shall conform to thread standard ANSUASME Bl 20.1 for tapered pipe thread. 3.1.12. All socket weld fittings dimensions and tolerances shall conform to appended table PVC IPS schedule 80 socket dimensions. 3.12. Hand valves within the system shall provide safety isolation, operational functionality,and isolation of pump components for inspection and repair. 3.12.1_ All hand valves(ball and butterfly)shall bear the manufacturers name(or trademark), material designator, size,and IPS schedule. 3.1.3- Gaskets shall be either Vton B(or equal Fluoroelastomer—Tefpoymer),or a Poytetrafluoroethylene compound. O-nngs shall be Viton B, or approved equal Fluoroelastomer-Terpoymer Pipe compound shall be Loctne 567, or approved equal. 3A.4. All shop and field assembly work that involves solvent cemented joints(socket weld)shall conform to ASTM D-2855 practice for make-up procedures. 4. Dosing System 4.1, The skid shall be enclosed in lockable, weather resistant, hardcover enclosure. The enclosure shall be constructed of LDPE,with UV inhibitors and shall include an integrated spill lead containment sump with leak detection hardware. The enclosure shall be of a design that complies with 40 CFR 12226:BMP for Stormwater Pollution Prevention Plan. 4.2. The chemical metering pump(s)shall be motor-driven mechanically actuated multi- diaphragm style pump(s). 4.2.1. The motor driven pump shall be sized to support the full range of operation and shall be designed spectric for the chemical. 1355608.1 4 3_ The chemical dosing pumps shall be mated to a flanged magnetic flow meter with ''/c- inch 150 lb flanged connections. The unit shall be designed for specific chemical in service. Unit shall include a remote mount interface panel. Suggested system performance per the following: • 0.25% accuracy at 1 to 39 fps independent of fluid viscosity,temperature or density • 0.1% repeatability • Accurate to minimum fluid conductivity Of 5 0 miaomhos/cm • BFdlrectlonal flow • Analog output-4-20 mA scaled analog output(pulse output to 5kHz) • Digital output—24 VDC, 101 max • Noise dampening programmable from 1 to 6 • Pulse width programmable to 500ms • Automatic correction for zero stability • LCD display • Panel rating of NEMA 4X • %opt cord grip connector • Ambient temperate--4 to 140 Fahrenheit 4.4. The back-pressure valve (BPV)provided shall have a PVC body and wetted components, a PTFE faced diaphragm, and a%"FNPT process connection. The BPV shall be capable of handling 400 gph(pulsating)_ 5. Monitor/Controller 5.1.A continuous level device, intended for dynamic tank level readings, shall be provided for the storage tank. The device consists of a loop powered ultrasonic level element incorporating: user programmable functions,a PVDF or PFE transducer, Hart compliance, and 4-20 mA scalable analog output 5.2.An integrated telemeter/controller device shall be provided. All incorning data(real-time and historic)received by the device shall be accessible to a central control center,at any time during the day. All control functionality shall be accessible to a central control center,for remote adjustment and actuation, at any time during the day. Communication shall be via:a hardwire(twisted-pair) landlme, a RTU to landkne,or a cellular phone. 521 The device shall be capable of receiving analog inputs from associated Instrumentation. One(1)channel shall be dedicated to receiving an analog Input from any standard continuous level device, and correlating the signal to gallons of product with the tank- This value shall be displayed on a local display. One (1) channel shall be dedicated to receiving an analog input from a pressure transducer, and correlating the signal to a pump health value, for diagnostic and preventive maintenance issues. 5.22. The device shall be capable of providing analog and discrete outputs to associated pumps. A minimum of two(2)channels shall be dedicated to providing an analog output to a pump. This output shall allow for independent profiling of a dynamic pump, in one(1)hour increments, repeated over a 24-hour day,and seven(7)distinct days of the week_ A minimum of two (2)digital outputs shall be dedicated to providing a discrete output to the pumps- These outputs shall provide a start-stop function for a steady-state pump, or a pacing function for a relay driven pump. 1355608.1 5.2.3. The device shall incorporate a remote flow meter on the fill line and a totalizer function within the computer that will enable the control center to determine the amount of fluid added to the storage tank during a refill. 52 4. The device shall have an Internet webpage access that will allow for the monitor and control of the dosing system and storage tank_ Remote monitor capabilities shall include real time and historical tank level readings, current pump speed,and pump status. Remote control aspects shall include ability to pause pump operation, switch the active pump from one to the other, and change pump speed as situations may require. Supplier shall provide OCSD with the ability to disable process control to the SCADA system. 5.2.5. The device shall incorporate a Human Machine Interface to enable local control functions and minor parameter charges such as the driver of me chemical truck to enter the amount he delivered and an ability to change pump profiles based on a 24f7 requirement Both functions shall have different passwords in order to limit access to Control. This HMI terminal shall be touch screen capable. 5 2 6_ The device shall be housed in a NEMA 4X rated electrical enclosure(s)_ The device shall be capable of providing the operating temperature inside the enclosure, as well as calculating the nominal environmental temperature, for both device and instrumentation health. Any penetrations into the enclosure should maintain the NEMA 4X integrity. 5.2 7_ The device shall have the appropriate spare channels, capable of receiving output from standard instrument suites. The device shall have a local bus connection for system diagnosis and adjustment by a technician. 5.2.8. The enclosure that receives any voltage above 30volts shall be UL-508 certified as a minimum standard of safety_ 52.9. The device shall have additional input/outputs that can incorporate such features as (but not limited to): • Leak detection • Presence of fluid in containment system (rainwater,etc. • Site requirements(fights,etc) 52.10.The device shall have the flexibility to Incorporate other communication protocols such as MODBUS or PROFIBUS 5.2.11. The device shall have additional communication abilities to send e-mail or SMS alerts, cautions, or advisory information to designated personnel for(but not limited to): • Low tank level • High tank level • Pump failure • Received XXXX gallons of product • Fluid in contanment • Leak detected In pump skid 1355608.1 Aq� Fit pgpyq(#LNE g1PL.FD NEIOSTNG9EWFP / IXISIK VIEl15F1L SPILBFAp ANINI WIERW � dBQVE CAgN10CU9E WLDI!!a fiHECB1IB1 BP6 / CQ!!M®gSQNPC£ll.F CGiKxKTP➢+CNED FPO sYSfpIttI5HY61 PAV®LOT O ~� �;�® _ — �d� �� �L LOIYW� YOI�YM�MY O 4uld>n� �/\ A J �. V �► "wwu�e.wv wm.unr�as � �` a4 0 B �� / / .-ev"ia� \,, U ., �` `�� � N ~� � � `^. �� � `~\� \`` e w swum . � a� �u�uuue �u u.munswae unrnm -72 q� 4 OPERATIONS COMMITTEE Meeting Date TOBE.Of Dir. 11/07/18 11/28/18 AGENDA REPORT ItemNumber Item Number s 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: SOUTHERN CALIFORNIA EDISON - AMENDMENT NO. 3 TO THE AS-AVAILABLE CAPACITY AND ENERGY POWER PURCHASE AGREEMENT GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement with Southern California Edison Company, to allow the Orange County Sanitation District to receive monthly sale statements from Southern California Edison Company through the electronic mail system. BACKGROUND Currently Southern California Edison (SCE) purchases the excess generated power at Orange County Sanitation District's (Sanitation District) Plant No. 2 and sends the monthly sale statements to the Sanitation District via the U.S. Postal System. The statements show the energy and capacity delivered to SCE during on-peak, mid-peak, off-peak, and super-off-peak periods during the monthly billing periods, and SCE's computation of the amount due the Sanitation District. RELEVANT STANDARDS Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The Sanitation District receives the sale statements from the SCE through U.S. Postal Service mail. The current process is causing delays in receiving the sale statements. PROPOSED SOLUTION The Sanitation District requested SCE to send the sale statements through electronic mail (email), which is convenient, timely, and will prevent any delays for the Sanitation District in preparing and submitting regulatory related reports to the energy governmental agencies (e.g., Federal Energy Regulatory Commission and California Energy Commission). SCE accepted the Sanitation District's request and provided the proposed Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement for providing email statements. Page 1 of 2 TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Would cause delays in receiving payments from SCE and increase the potential to be late in submitting the regulatory related reports to energy governmental agencies. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA 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 (www.ocsd.com) with the complete agenda package: Amendment No. 3 Page 2 of 2 Southern California Edison ID#2804, Orange County Sanitation District AMENDMENT NO. 3 to the AS-AVAILABLE CAPACITY AND ENERGY POWER PURCHASE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY and ORANGE COUNTY SANITATION DISTRICT (RAP ID#2804) This Amendment No. 3 ("Amendment No. 3")to the Agreement(as that term is defined below) is entered into between Southern California Edison Company, a California corporation ("SCE"),and Orange County Sanitation District,a special district organized and existing under the County Sanitation District Act, Health and Safety Code Section 4700 et seq. ("Seger''). SCE and Seller are hereinafter sometimes referred to individually as a `Parff' and jointly as the "Parties". Capitalized terms used and not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to such terms in the Agreement. RECITALS The Parties enter into this Amendment No. 3 with reference to the following facts: A. SCE and Seller are Parties to that certain As-Available Capacity and Energy Power Purchase Agreement, dated as of September 9, 1991 (as amended, supplemented or otherwise modified from time to time, the "Ameement"), which provides for the sale to Edison of electrical power from Seller's Generating Facility(as that term is defined in the Agreement). B. The Parties wish to amend the Agreement in order to update the payment provisions set forth in Section 17.1 of the Agreement. The contents of this document are subject to restrictions on disclosure as see forth in the Agreement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement Southern California Edison ID#2804, Orange County Sanitation District AGREEMENT In consideration of the promises, mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, as set forth herein, the Parties agree as follows: 1. Section 17.1 of the Agreement is deleted in its entirety and replaced with the following: "Edison shall deliver via electronic mail to Seller's email address (SCESale@ocsd.com) not later than thirty (30) calendar days after the end of each monthly billing period (a) a statement showing the energy and capacity delivered to Edison during on-peak,mid-peak, off-peak, and super-off-peak periods during the monthly billing period, and (b) Edison's computation of the amount due Seller. Edison shall make payment to Seller in said amount not later than thirty(30)calendar days after the end of each monthly billing period. Edison may make payments to Seller via check mailed to Seller's designated address (10844 Ellis Avenue, Fountain Valley, CA 92708) or by Automated Clearing House ("ACH') transaction." 2. MISCELLANEOUS (a) Reservation of Rights. Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement. (b) Thal Effect. Except as expressly modified as set forth herein, the Agreement remains unchanged and, as so modified, the Agreement shall remain in full force and effect. (c) Governing Law. THIS AMENDMENT NO. 3 AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME,EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AMENDMENT NO. 3. (d) Successors and Assigns. This Amendment No. 3 shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. (e) Authorized Signatures:Notices. Each Party represents and warrants that the person who signs below on behalf of that Party has authority to execute this Amendment No. 3 on behalf of such Party and to bind such Party to this Amendment No. 3. The lhis doeurncnl nre oifhject to reshiaions on disclosure as set forl(r in the erremcni. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement 2 Southern California Edison ID#2804, Orange County Sanitation District Any written notice required to be given under the terms of this Amendment No. 3 shall be given in accordance with the terms of the Agreement. (1) Further Agreements. This Amendment No. 3 shall not be amended, changed, modified, abrogated or superseded by a subsequent agreement unless such subsequent agreement is in the form of a written instrument signed by the Parties. (g) Counterparts: Electronic Sumatures. This Amendment No. 3 may be executed in one or more counterparts, each of which will be deemed to be an original of this Amendment No. 3 and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment No. 3 and of signature pages by facsimile transmission,Portable Document Format (i.e., PDF), or by other electronic means shall constitute effective execution and delivery of this Amendment No. 3 as to the Parties and may be used in lieu of the original Amendment No. 3 for all purposes. [Remainder of Page Left Intentionally Blank.] The ronlenb'a(Ihis do<'urnenl are oifhIctt to resbiclions on disclosure a set forth in the ereemcni. Amendment No. 3 to the As-Available Capacity and Energy+Power Purchase Agreement 3 Southern California Edison ID#2804, Orange County Sanitation District IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3 to be executed by their duly authorized representatives on the dates indicated below their respective signatures. ORANGE COUNTY SOUTHERN CALIFORNIA SANITATION DISTRICT EDISON COMPANY, a special district organized and a California corporation. existing under the County Sanitation District Act, Health and Safety Code Section 4700 et seq. By: By: Gregory C. Sebourn, PLS Mark Irwin Board Chairman Director, Energy Contracts Management Date: Date: Attested by: Kelly A. Lore, MMC Clerk of the Board Date: The ro'I",I a(Ihis do<'urnenl are o nhject to reshic Non s on disclosure as s4forlh in the ereement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement 4 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 11/07/18 11l18/18 AGENDA REPORT Item Item Number 6 8 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CLIMATE RESILIENCY STUDY - PROJECT NO. SP-152 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of$288,000 for the Climate Resiliency Study, Project No. SP-152, for a total budget of$878,000; B. Approve a Professional Services Agreement with Hazen and Sawyer to provide engineering services for the Climate Resiliency Study, Project No. SP-152, for an amount not to exceed $697,952; and C. Approve a contingency of$69,795 (10%). BACKGROUND Governor's Executive Order#S-13-08 (EO-S-13-08)directs state agencies to plan for sea level rise and climate impacts through coordination of the state Climate Adaptation Strategy. The Orange County Sanitation District's (Sanitation District) Climate Change/Environmental Footprint Initiative started in 2007 and has completed a detailed carbon footprint study. In addition, the Sanitation District developed a strategy to respond to climate change regulations, public outreach, and education, as well as research initiatives related to energy efficiency and sustainable technologies. The location of Plant No. 2 and several pump stations along the coast make them vulnerable to disruptions due to climate change impacts. Previous studies on extreme events have shown that in most cases the costs of repairs were significantly higher than the costs of mitigation and adaptation strategies. RELEVANT STANDARDS • Maintain a proactive asset management program • 24/7/365 treatment plant reliability • Protect Orange County Sanitation District assets • Sustain 1, 5, 20-year planning horizons Page 1 of 5 PROBLEM The Sanitation District has not performed a site-specific assessment on its assets. In addition, the Sanitation District is currently working on design of projects totaling more than $1.4 billion and has not included site-specific climate resiliency in the design. PROPOSED SOLUTION Perform a planning-level site-specific risk assessment on the Sanitation District's infrastructure, based on climate variability and change, and develop adaptation and mitigation recommendations to reduce vulnerabilities intensified by climate change. The study will identify major climate change related issues that currently, or may in the future, affect the Sanitation District's wastewater infrastructure. The climate variables included in this study include: sea level rise, inundation area, coastal erosion, fire, groundwater level, high tides, storm surge and increased riverine flooding. A risk assessment study followed by mitigation and adaptation strategies for facilities at high and medium risk will be performed to improve the reliability and continued operation of these facilities. This project will also provide design recommendations for projects currently in design and for future Capital Improvement Program projects. TIMING CONCERNS Conducting this study now will provide site-specific climate resiliency guidance to many large Capital Improvement Project currently in or nearing design, such as: Primary Treatment Rehabilitation at Plant No. 2, Project No. P2-98; Bay Bridge Pump Station Replacement, Project No. 5-67; and TPAD Digester Facility at Plant No. 2, Project No. P2-128. RAMIFICATIONS OF NOT TAKING ACTION Not performing a climate resiliency evaluation and mitigation recommendations increases the risk of failure of critical Sanitation District's infrastructure due to climate-related hazards, resulting in the potential for processes to be compromised which are critical to protecting public health by providing treatment of wastewater within the Sanitation District's service area. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for Climate Resiliency Study, Project No. SP-152, on August 13, 2018. The following evaluation criterion were Page 2 d 5 described in the Request for Proposals (RFP) and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 30% Project Team and Staff Qualifications 30% Six proposals were received on September 18, 2018 and evaluated in accordance with the evaluation process set forth in the Sanitation District's Purchasing Ordinance, by a pre-selected Evaluation Team consisting of the following Sanitation District's staff. Kathy Millea Engineering Manager- Planning Nasrin Nasrollahi Senior Engineer- Planning Andrew Brown Engineer- Maintenance Reliability & Planning The Evaluation Team also included one non-voting representative from the Contracts Administration Division. Following scoring by the Evaluation Team, two Consultants were shortlisted for interviews on October 10, 2018. Following the interview, each member of the Evaluation Team ranked the Consultants based on both the proposals and interviews using the evaluation criterion and weighting described above. Based on the ranking shown below, Hazen and Sawyer was selected as the most qualified Consultant. Hazen and Sawyer HDR Engineering, Inc. Evaluator 1 1" 2nd Evaluator 2 1" 2nd Evaluator 3 1x 2nd Combined Ranking 1" 2nd The team from Hazen and Sawyer demonstrated how they have worked with other municipalities to guide them through the process of performing similar climate resiliency studies to identify risks and provide mitigation and adaptation strategies. Specifically, they performed a comprehensive assessment for the City of New York's wastewater system, which included 14 treatment plants, 96 pumping stations, and nearly 500 buildings. Furthermore, the team exhibited their experience in providing short-term and long-term adaptation strategies based on the type of the facility, asset criticality and its useful life, and how to prioritize the recommendations. Page 3 of 5 Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with 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 negotiations with Hazen and Sawyer 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 6,332 2,938 Total Fee $1,441,778 $697,952 During the negotiations and discussions, it was agreed upon that climate-related risks on inland areas, including Plant No. 1 and several pump stations, are insignificant and therefore those assets were eliminated from the Scope of Work. The Consultant's level of effort was also reduced by the following: reducing number of site visits, producing 2-D rather than 3-D maps, reducing the number of workshops from 13 to 7, combining meetings and deliverables, streamlining project staffing, and reducing project schedule. Furthermore, documenting the Sanitation District's efforts in reducing Greenhouse Gas emissions was decided to be performed in-house. The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit for the prime consultant is 9.18%, which is based on an established formula based on the Sanitation District's standard professional service agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to Hazen and Sawyer. CEQA The Sanitation District, as lead agency, has determined that the preparation of the proposed Study is exempt from CEQA pursuant to CEQA Guidelines Section 15262 [Feasibility and Planning Studies]. Specifically, "A project involving only feasibility or planning studies for possible future actions which the agency, board or commission has not approved, adopted or funded does not require that preparation of an EIR or negative declaration, but does require consideration of environmental factors." The proposed Climate Resiliency Study is a planning tool for possible future actions which does not commit the Sanitation District to implement any specific project. The proposed Climate Resiliency Study will develop adaptation and mitigation recommendations to reduce vulnerabilities intensified by climate change. Page 4 of 5 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted for Fiscal Years 2018-19 and 2019-20 (Line item: Section 8, Page 82), but the budget is insufficient for the recommended action. Funds for the budget increase request will be offset by the Master Planning Studies budget for Fiscal Years 2018-19 and 2019-20. (Line item: Section 8, Page 51). ATTACHMENT The following attachment(s) may be viewed on-line at the OOSD website (www.ocsd.com) with the complete agenda package: Professional Services Agreement NN:sa:gc Page 5 of 5 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 28' day of November, 2018, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and HAZEN AND SAWYER, for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for CLIMATE RESILIENCY STUDY, PROJECT NO. SP-152, to provide professional services and provide services to perform a site-specific risk assessment on the SANITATION DISTRICT's infrastructure based on climate variability and change, and develop adaptation and mitigation recommendations to reduce vulnerabilities intensified by climate change; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on November 28, 2018 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 1 of 19 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTs services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 21 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 2 of 19 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 Six Hundred Ninety- Seven Thousand Nine Hundred Fifty-Two Dollars ($697,952). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"- Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 3 of 19 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 Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. 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 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 htti)://www.gsa.gov/portal/category/l 04711#. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 4 of 19 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 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. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 5 of 19 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1)current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent(100%)of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this AGREEMENT for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 6 of 19 progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. S. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during this contract for which Prevailing Wage Determinations have been issued by the DIR and as more PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 7 of 19 specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Suboonsultants 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(e). 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 8 of 19 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of 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: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 9 of 19 D. AutomotiveNehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. 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 Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 10 of 19 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 (512010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 11 of 19 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. 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. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 12 of 19 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, the SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 9. SCOPECHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANTs personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 13 of 19 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. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT's staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Ludwig R. Lapus, Contracts Administrator Copy: Nasrin Nasrollahi, Project Manager PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 14 of 19 Hazen and Sawyer 7700 Irvine Center Drive, Suite 200 Irvine, CA 92618 Attention: Lynn Grijalva All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 15 of 19 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 16 of 19 (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. 24. 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. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 17 of 19 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the CONSULTANT's request for final AGREEMENT Acceptance. 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 18 of 19 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. HAZEN AND SAWYER By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Seboum, 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" Cost Matrix Attachment"H" Not Attached Attachment"I" Not Attached Attachment"J" Minor Subconsultant Hourly Rate Schedule Attachment 1C OCSD Safety Standards PSA PROJECT NO. SP-152 Revision 080218 CLIMATE RESILIENCY STUDY Page 19 of 19 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 11/07/18 11f28/18 AGENDA REPORT Item Item Number 8 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT GENERAL MANAGER'S RECOMMENDATION Receive and file the Capital Improvement Program Contract Performance Report for the period ending September 30, 2018. BACKGROUND The Capital Improvement Program involves awarding and managing many construction and consulting contracts. In 2008, the Orange County Sanitation District (Sanitation District) Board of Directors began awarding contingencies along with construction and consulting contracts. The contingencies allow the General Manager to approve change orders for construction contracts and amendments for consulting contracts up to the amount of the approved contingency. This practice reduces administrative costs, expedites resolution of project issues that arise, helps avoid Contractor delay claims, and facilitates efficient management of many contracts. The Capital Improvement Program Contract Performance Report summarizes construction and consulting contract performance and activities for the quarter ending September 30, 2018. This report is updated quarterly. RELEVANT STANDARDS • Ensure the public's money is wisely spent ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Capital Improvement Program Contract Performance Report for the period ending September 30, 2018 JM:dm:gc Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2018 DATE: October 22, 2018 TO: Orange County Sanitation District Board of Directors FROM: James D. Herberg, General Manager Through: Rob Thompson, Director of Engineering This report summarizes the status, activities, and performance of public works construction contracts and consultant agreements. This report also identifies the names and status of projects being performed under master budgets for facilities engineering, planning studies, and research. PART 1 - CONSTRUCTION CONTRACTS When the Orange County Sanitation District (Sanitation District) Board awards a construction contract, a contingency is also approved which allows the General Manager to approve contract change orders up to the amount of the contingency. One of the purposes of this report is to document how that contingency is managed and how much of the contingency is utilized.A project's change order rate can only be documented when the work is complete. As such, the change order performance charts in this report are based only on projects closed since the Board began approving contingencies in 2008. Page 1 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2018 Activity in Last Quarter FE16-14 Slater Pump Station Valve Contract Award 22-Aug-18 Replacements 2-41-8 SARI Rock Stabilizers Removal Contract Award 26-Sep-18 J-12610 Exit Signs Exit Lights Electrical Contract Award 26-Sep-18 Disconnects Gas Detection FE15-06 Gas Compressor Building Piping Final Completion 09-Jul-18 Replacement at Plant 2 P2-118 Activated Sludge Aeration Basin Deck Final Completion 25-Jul-18 Repair at Plant No. 2 FE16-05 Buried Water Valve Support Final Completion 17-Jul-1S Upgrades at Plant 2 Page 2 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2018 Anticipated Activity in Next Quarter J-126JK Stairs, Hatches, Walkway Hazards, Contract Award 24-Oct-18 Ladders, Guardrails, Roof Fall Protection J-126PQ Ladders, Hatches, Roof Fall Contract Award 28-Nov-18 Protection J-126E Roof Fall Protection and Skylights Final Completion 23-Jul-18 FE14-03 Rehabilitation of Digester Mixing Final Completion 04-Oct-18 Pumps at P2 Digesters E, H, R, S, and T FE15-09 CenGen Hot Water Pipe Bracing at Final Completion 10-Oct-18 Plant 1 FE16-10 East Basin Distribution Box Repair Final Completion 15-Oct-18 J-126AH Hot Surfaces Insulation P1/P2/Bay Final Completion 26-Oct-18 Bridge PS/Slater PS J-126BFG Lights, Ladder and Walkway Final Completion 15-Oct-18 Hazards PART 2 — DESIGN CONSULTANT AGREEMENTS The Sanitation District engages design consultants through Professional Design Services Agreements (PDSAs), Professional Consultant Services Agreements (PCSAs), and Master Professional Services Agreements (Master Agreements). PDSAs are used to obtain design engineering services, and PCSAs are a subsequent agreement with the design consultant to provide support services during construction. Page 3 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2018 Activity in Last Quarter J-127 Natural Gas Pipelines Replacement at Task Order 08-Aug-18 Plant Nos. 1 and 2 Advertisement PS17-08 CEQA - Facilities Master Plan RFP 25-Sep-18 Advertisement PS15-06 Seismic Evaluation of Structures at Final Study 14-Aug-18 Plant Nos. 1 and 2 Received Anticipated Activity in Next Quarter P1-132 Uninterruptable Power Supply RFP 02-Nov-18 Improvements at Plant 1 Advertisement FRC-001 Sunflower Trunkline Liner Repairs RFP 06-Dec-18 Advertisement P2-125 Plant 2 Southwest Perimeter RFP 04-Dec-18 Screening Advertisement J-127 Natural Gas Pipelines Replacement at Task Order 05-Nov-18 Plant Nos. 1 and 2 Award PS17-10 Emergency Overflow Weirs, Wing Task Order 23-Oct-18 Wall Structural and Geotechnical Advertisement Investigations PSI 8-01 Asset Management Plan Task Order 06-Nov-18 Development Advertisement PSI 6-04 Rectangular Primary Clarifier Final Study 12-Oct-18 Reliability Study at Plant No. 1 Received Page 4 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2018 Master Agreements are issued to a pool of pre-qualified consultants for smaller projects. On those smaller projects, the Sanitation District solicits task order proposals from three or four of the firms, and awards a task order to the most qualified consultant. There are currently seven sets of Master Agreements. 2009 Master Design Agreements (expired) 2012 Master Design Agreements (expired) 2015 Master Design Agreements (expired) 2018 Master Design Agreements 2017 Master Agreements for CEQA Studies 2017 Master Agreements for Collection Planning Studies • 2017 Master Agreements for Wastewater Treatment Planning Studies The three Master Design Agreements from 2009, 2012, and 2015 have expired, meaning no new task orders can be issued under them, but previously-issued task orders remain active until completed. Task Orders are limited by Sanitation District Ordinance No. OCSD-47 $300,000 per task order. PART 3 — MASTER BUDGET PROJECTS The Board-adopted budget for Fiscal Years 2016-17 and 2017-18 includes master program budgets that allow staff to more quickly initiate, execute, and manage smaller projects that fit within the scope of a particular program. The projects chartered under these program budgets are referred to as sub-projects, and are managed to the same standards as projects specifically listed in the adopted budget. A status table for each of these programs listing the sub-projects is attached. Master Program Title Status Table Planning Studies Table 3.1 Research Program Table 3.2 Small Construction Projects Program Table 3.3 Information Technology Capital Program Table 3.4 Page 5 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2018 PART 4—STAFF AUGMENTATION CONTRACT In May 2016, the Sanitation District Board of Directors approved a $41 million professional services agreement with Jacobs Project Management Co. to provide supplemental engineering and support staff services for a four-year term with the option of three one-year renewals. The benefits of using staff augmentation, as opposed to hiring full-time staff or limited-term employees, include rapid mobilization of highly skilled/technical staff, flexibility to change the mix of staff positions on an immediate and as-needed basis, the ability to reduce staff as workloads decrease, access to technical experts to support special tasks, and access to staff with wastewater project experience. CHARTS AND TABLES Chart 1.1 — Program Overview Chart 1.2 — Change Order Rates Over Time—All Closed Projects Chart 1.3—Change Order Rates Over Time—Collections Projects Chart 1.4 — Change Order Rates Over Time— Plant Projects Table 1.1 —Summary of Closed Construction Contracts by Category Table 1.2—Contract Performance —Active Construction Contracts Table 1.3—Active Construction Contracts by Contractor Table 2.1 —Active Design Consultant Contracts by Consultant Table 2.2—Activity Report for 2012 Master Professional Design Services Agreements Table 2.3—Activity Report for 2015 Master Professional Design Services Agreements Table 2.4—Activity Report for 2018 Master Professional Design Services Agreements Table 2.5—Activity Report for 2017 Master Agreements for CEQA Studies Table 2.6—Activity Report for 2017 Master Agreements for Collection Planning Studies Table 2.7—Activity Report for 2017 Master Agreements for Wastewater Treatment Studies Table 3.1 — Planning Studies Status Report Table 3.2— Research Program Status Report Table 3.3— Small Construction Project Program Status Report Table 3.4— Information Technology Capital Program Status Report Table 4.1 —Staff Augmentation Contract Status Table 4.2— Staff Augmentation Labor Summary Page 6 of 6 Chart 1.1 Program Overview CUMULATIVE DATA THROUGH QUARTER ENDING SEPTEMBER 30,20181 QTR FY18/19 •Collenionslop 461 •collections •Plant ProleRs / • Plant Prolec[s CLOSED PROJECTS DISTRIBUTION BY CATEGORY' ACTIVE PROJECTS DISTRIBUTION BY CATEGORY Total Base Contract Value $ 1,251,217,140 Total Base Contract Value $ 283,673,091 Collections $ 312,548,525 25.0% Collections $ 63,330,301 22.3% Plant Projects $ 938,668,615 75.0% Plant Projects $ 220,342,790 77.7% Total Base#of Contracts 71 Total Base#of Contracts 25 Collections 31 Collections 3 Plant Projects 40 Plant Projects 22 •Projects closed since 2 QTR FY07/08 Chart 1.2 Change Order Rates Over Time All Closed Projects 7.00% G1M 6.00% s.m s.3M s.2Ms.2# 0% a.2x a.3uo.3uo.3u 3.836 4.00% 3.9% 3.8% 3.5% 31% 15% 3.00% Contracts Closed in fast Quarter Original Value Change Orders FE15-06 Gas Compressor Building Piping 2.00% Replacement at Plant $909,700 P2-118 Activated Sludge Aeration Basin Deck Repair at Plant No.2 $906,975 FE16-05 Buried Water Valve Support 1.00% Upgrades at Plant $139,000 12.01% 0.00% 0 o S o 0 o S o 0 o S o 0 o S o 0 o S o 0 o S o o m o " o o S o 0 o S o 0 o S o 0 o S o m m m m m m m o 0 0 o m e e e e ,n . . n m m m m m 0 0 0 0 0 0 0 a a a a a a a 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 Chart 1.3 Change Order Rates Over Time Closed Collections Projects 14.00% 12.35% 12.00% L&77% 10.00% 8.91% 9.08% 8.00% 7.14% 7.14% 7.14% 7.10% 6.15.88% 5.816.00% 5.51% 4.00% 2.00% 0.00% 0 0 0 0 0 0 8 8 0 0 8 S o B S S o B 8 S o 0 8 8 o B 8 8 0 o S S o B 8 S o o S 8 o B S 8 O O O O O O O O O O O Q Q Q Q O' d d C1 d O' O' d Cl Cf Cf O' d Cl Cl Cf O' O' d CI Cf Cf O' d Cl Cl Cf O' d d Cl Cf O' O' d CI CI Cf Cf d d Cl Cf O Chart 1.4 Change Order Rates Over Time Closed Plant Projects 7.00% 6.00% 5.73% 5.00% 4.31% y 28% 4.36% 4.19% 4.18% 411% 4.20% 4.04% 4.00% 3.89% 3.11% 3.00% 2.88% 2.90% 2.90% 2.70% 2.59% 2.00% 1.00% 0.00% 0 0 8 0 0 0 8 8 o B o 8 O O O O O O O O O O O O O O O 5 5 a a W W of of T a a a c c a a 8 8 8 8 "a "a 8 8 5 5 8 8 c c 8 0 8 8 8 8 5 "a 8 8 8 8 c c c c 8 8 8 8 8 8 8 Table 1.1 Summary of Closed Construction Contracts by Category Project Category Original Contract Approved Change Final9w Change Order Category Value Orders Contract Value Percentage Change Order Goal COLLECTIONS $312,548,525 $28,378,795 $340,927,320 9.08% 6.50% PLANT PROJECTS $938,668,615 $37,896,088 $976,564,703 4.04% 2.75% Total $1,251,217,140 S 66,274,883 $1,317,492,023 5.30% 5.00% Table 1.2 Contract Performance - Active Construction Contracts Construction Original Contract ApproveclChange CurrentContract Project No %Complete Amount Orders Amount Collections 2-72B 0.00% $ 58,242,000 $ - $ 58,242,000 6-17 50.00% $ 3,699,301 $ 344,931 $ 4,044,232 FE15-10 3.00% $ 1,389,000 $ - $ 1,389,000 Plant Projects FE14-03 70.00% $ 594,000 $ 19,739 $ 613,739 FE15-06 0.00% $ 909,700 $ - $ 909,700 FE15-07 0.00% $ 1,790,000 $ - $ 1,790,000 FE15-09 0.00% $ 94,784 $ - $ 94,784 FE16-05 0.00% $ 139,000 $ - $ 139,000 FE16-10 0.00% $ 529,350 $ - $ 529,350 FE16-14 0.00% $ 459,674 $ - $ 459,674 J-117A 33.00% $ 12,609,012 $ 306,997 $ 12,916,009 J-126AH 0.00% $ 452,757 $ - $ 905,514 J-126BFG 4.00% $ 557,759 $ - $ 1,115,518 J-126E 16.00% $ 418,000 $ - $ 836,000 J-126L 0.00% $ 212,700 $ - $ 425,400 P1-101 98.00% $ 126,908,300 $ 10,091,285 $ 136,999,585 PI-115B 1.00% $ 2,235,563 $ 39,129 $ 2,274,692 P2-110 19.00% $ 16,730,000 $ 579,733 $ 17,309,733 P2-118 4.00% $ 906,975 $ 87,124 $ 994,099 P2-92 79.00% $ 49,850,000 $ 1,139,765 $ 50o989o765 P2-92A 15.00% $ 3,304,000 $ - $ 3,304,000 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract Value Abhe&Svoboda, Inc. P2-118 Activated Sludge Aeration Basin Deck Repair at Plant No. 2 $ 906,975 Access Pacific J-126E Roof Fall Protection and Skylights $ 418,000 AMPCO Contracting FE16-05 Buried Water Valve Support Upgrades at Plant 2 $ 139,000 Amtek Construction J-126AH Hot Surfaces Insulation P1/P2/Bay Bridge PS/Slater PS $ 452,757 1-126BFG Lights, Ladder and Walkway Hazards $ 557,759 Charles King Company,Inc. 6.17 District 6 Trunk Sewer Relief $ 3,699,301 FE15-10 East Lido Force Main Rehabilitation $ 1,389,000 Filanc FE15-09 CenGen Hot Water Pipe Bracing at Plant 1 $ 94,784 Flatiron West Inc P2-110 Consolidated Demolition and Utility Improvements at Plant 2 $ 16,730,000 Howard Ridley Co.Inc. FE16-10 East Basin Distribution Box Repair $ 529,350 Kiewit Infrastructure West Co. 7-37 Gisler-Red Hill Trunk Improvements-Reach B $ 15,432,000 FE13-04 Plant No. 2 Trickling Filter Chemical Odor Control $ 2,514,000 P2-92A Truck Loading Bay Odor Control at Plant 2 $ 3,304,000 CDC Engineering and Technology P3-115B Rehabilitation of Fleet Services Building, Building 8 and Paving Area $ 2,235,563 OHL USA 2-728 Newhope-Placentia Trunk Replacement,Segment B $ 58,242,000 Shimmick Construction Co.,Inc. J-117A Interplant Effluent Pipeline Rehabilitation $ 12,609,012 P2-92 Sludge Dewatering and Odor Control at Plant 2 $ 49,850,000 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract Value Tharsos,Inc. FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R,5,and T $ 594,000 W. M. Lyles Company FEIS-06 Gas Compressor Building Piping Replacement at Plant 2 $ 909,700 WM Lyles Company Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments Number Project Name Type Value Amendments To Date AECOM Technical Services,Inc. $ 20,923,626 6 $ 675,219 3-64 Rehabilitation of Western Regional Sewers PDSA $ 17,639,250 6 $ 675,218 PI-100 Digester Rehabilitation at Plant l PCSA $ 2,761,337 0 $ - PS-129 Return Activated Sludge Piping Replacement at Activated Sludge Plant No.1 PDSA $ 523,039 0 $ - Arcadis $ 8,677,000 2 $ 1,639,027 5-57 Bay Bridge Pump Station Replacement PDSA $ 7,137,000 1 $ 139,027 J-126 Safety Improvements Program PDSA $ 1,540,000 1 $ 1,500,000 Atkins North America,Inc. $ 611,307 2 $ 61,019 J-110 Final Effluent Sampler and Building Area Upgrades PCSA $ 611,307 2 $ 61,019 Black&Veatch $ 21,169,014 7 $ 1,081,016 J-111 Cengen Emissions Control Project PSA $ 62,035 0 $ - P2-98 Primary Treatment Rehabilitation at Plant 2 PDSA $ 18,141,423 4 $ 908,396 P515-01 Skeolids Master Plan PSA $ 2,965,556 3 $ 172,620 Brown and Caldwell $ 29,518,131 25 $ 5,D0B,220 5-60 Newport Force Main Rehabilitation PCSA $ 2,231,925 4 $ 839,714 J-117 Ocean Outfall System Rehabilitation PDSA $ 6,778,015 IS $ 3,637,452 J-117A Interplant Effluent Pipeline Rehabilitation PCSA $ 1,121,666 0 $ - J-124 Digester Gas Facilities Rehabilitation PDSA $ 11,770,000 0 $ - P2-107 SCADA System and Network Upgrades PDSA $ 2,818,197 6 $ 531,054 P2-92 Sludge Dewatering and Odor Control at Plant 2 PCSA $ 4,798,328 0 $ - Carollo Engineers $ 21,190,979 8 $ 2,695,126 PI-105 Headworks Rehabilitation and Expansion at Plant 1 PDSA $ 17,528,957 3 $ 2,486,715 PI-123 Trunk Line Odor Control Improvements PCSA $ 529,970 0 $ - PSIS-10 2017 Facilities Master Plan PSA $ 3,132,052 5 $ 208,411 CUM Smith $ 5,319,930 0 $ P2-122 Headworks Modifications at Plant 2 for GWRS Final Expansion PDSA $ 5,319,930 0 $ - Dudek&Associates,Inc. $ 256A78 0 $ PSIS-07 Pressurization and Odor Control Study at Newport Beach PSA $ 256,478 0 $ - GeosyntecConsultants $ 2,578,028 1 $ 85,358 PS35-06 Seismic Evaluation of Structures at Plant Nos.1 and PSA $ 2,578,029 1 $ 85,358 HDR Engineering,Inc. $ 19,057,648 7 $ 3,251,999 FEI6-21 Lane Channel Crossing PDCSSA $ 131,939 0 $ - P3-101 Sludge Dewatering and Odor Control at Plant I PCSA $ 7,140,000 3 $ 2,086,303 PI-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PDSA $ 11,785,709 4 $ 1,165,696 Lee&go $ 11,722,178 5 $ 434,974 2-72 Newhope-Placentia Trunk Replacement PDSA $ 8,468,232 4 $ 434,974 2-72 Newhope-Placentia Trunk Replacement PCSA $ 3,253,946 1 $ - Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments Number Project Name Type Value Amendments To Date Lockwood,Andrews&Newnam,Inc(LAN) $ 505,042 0 $ PSIS�02 Edinger Pump Station Rehabilitation Study PSA $ 505,042 0 $ - ISA ASSOCIATES INC $ 420,927 1 $ PS-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PSA $ 420,927 1 $ - MICHAEL BAKER INTERNATIONAL,INC. $ 1,114,313 1 $ 54,839 241-8 SARI Rack stabilizers Removal PDSA $ 399,013 0 $ - PS16-01 Storrnwater Master Plan PSA $ 715,300 1 $ 54,839 PM Web Inc $ 1,022,500 1 $ 74,525 J-128 Project Management Information System PSA $ 1,022,500 1 $ 74,525 Stantec Consulting Services,Inc. $ 9,815,880 4 $ 641,768 3.62 Westminster Blvd Force Main Replacement PDSA $ 6,917,175 4 $ 641,768 P2-110 Consolidated Demolition and Utility Improvements at Plant 2 PCSA $ 1,499,839 0 $ - SP-196 Process Control systems Upgrades Study PSA $ 1,398,866 0 $ - THE AUSTINCOMPANY $ 2,806,622 6 $ 549,321 PI-115 Title 24 Access Compliance and Building Rehabilitation Project PDSA $ 2,200,000 6 $ 549,321 P3-135 Title 24 Access Compliance and Building Rehabilitation Project PCSA $ 606,622 0 $ - Woodard&Curran $ 3,092,675 3 $ 19,372 &17 District 6 Trunk Sewer Relief PCSA $ 290,000 1 $ - PSIS-08 Collections Capacity Evaluation Study PSA $ 2,802,675 2 $ 19,372 Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLEMESCRIPTION FY12.13 FY13-14 FY14.15 FE13-02, Repairs to Bar Screen at D Headworks at 12-00-01-01 Closed P2 $ 27,980.00 FE13-02 Amendment No.1 $ 9,200.00 FE13-02 Amendment No.2 $ 6,770.00 FR12-035,Edinger Pump Station Record Drawing $ 42,511.00 LEE&RO, INC 12-00-01-02 Closed Preparation PO#104615-OB FR12-035 Amendment No. 1 $ 10,455.00 Contract No.FE12-00-01 Closed FE13-01,(5-60)Newport Force Main Rehabilitation $ 74,600.00 12-00-01-03 FE13-01 5-60 Amendment No. 1 $ 24,943.00 FR13-020, Plant No.2 Gas Compressor Building $ 68,917.00 12-00-01-04 Open Piping Replacement FR13-020 Amendment No. 1 $ 30,568.00 FR13-020 Amendment No.2 $ 25,896.00 CUMULATIVE $ 43,950.00 $ 152,509.00 $ 125381.00 12-00-02-01 Closed FE12-06,84-inch P2 PI Line for Dist.Box B Rehab. $ 64,095.00 and Flow Meter Structure Alban.CLOSED DUDEK&ASSOCIATES, INC. FE09-04, P1 Potable Water System Improvements $ 50,472.00 PO#104616-OB 12-00-02-0240ossedContract No.FE12-00-02 FE09-04 Amendment No.1 $ 13,320.00 12-00-02-03FE14-04, Primary Influent Channels Repair at Plant l $71,841.00 CUMULATIVE $ 64,095.00 $ 63,792.00 $ 71,841.00 FR12-003,Warner Avenue Manholes StructuralRMC WATER AND ENVIRONMENT 12-00-03-01Repair Project $ 42,081.00 PO#104611-OB FR12-003 Amendment No. 1 $ 24,739.00 Contract No.FE12-00-03 12-00-03-02 Closed FR13-012,Santa Ana River Interceptor $ 56,404.00 CUMULATIVEI $ 66,820.00 1 $ 56,404.00 1E Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 TRAN CONSULTING ENGINEERS 12-00-04-01 Closed FR32-012,Slater Ave VFD Replacement $ 39,963.00 PO#104617-OB Contract No.FE12-00-04 FR12-012 Amendment No. 1 $ 26,968.00 CUMULATIVE $ 66,931.00 $ $ FE30-19, Landscaping and Miscellaneous $ 74,957.00 RBF CONSULTING 12-00-05-01 Closed Improvements Along Ellis Avenue PO#104626-OB FE10-19 Amendment No.1 $ 12,295.00 Contract No.FE12-00-05 I FE10-19 Amendment No.2 $ 5,876.00 CUMULATIVE $ 93128.00 $ $ 12-00-06-01 Closed FR12-030,P2 Solids Loading Station Truck Loading $ 15,935.00 Auger Access FE12-05, 15th St,Rocky Point and Bitter Point Pump IDS GROUP 12-00-06-02 Closed Station Fall Protection Improvements $ 40,575.00 PO#Contract No.FE FE12-05 Amendment No.1 $ 2,330.00 Contract No.FE12-00-06 12.00-06-03 Closed FE12-10, IT Server Room Cwlinq Improvements $ 43,470.00 12-00-06-04 Closed FE14-01, Plant 1 Primary Sludge Handling $6,200.00 Modifications CUMULATIVE $ 58,840.00 $ 43,470.00 $ 6,200.00 PSOMAS 12-00-07-01 Closed FE12-02, Pl Hazardous Waste Storage Relocation $ 51,400.00 PO#104610-OB Contract No. FE12-00-07 CUMULATIVE $ 51400.00 $ $ Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLEIDESCRIPTION FY12.13 FY13-14 FY14-15 FE10-21,Area 02 Craig Regional Park Manhole $ 58,440.00 12-00-08-01 Open Improvements FE10-21 Amendment No.1 $ 18,780.00 FE10-21 Amendment No.2 $ 22,780.00 GRID 12-00-08-02 Closed FE32-07, Upgrade PLC Panels at P3 and P2- $ 69,940.00 PO#104612-OB FE33-04, Plant 2 Trickling Filter Odor Control System $ 74,910.00 Contract No.FE12-00-08 Upgrade 12-00-08-03 Open FE13-04 Amendment No.1 $ 9,635.00 FE13-04 Amendment No.2 $ 14,455.00 FE13-04 Amendment No.3 $ 24,235.00 FE13-04 Amendment No.4 $ 11,095.00 CUMULATIVE $ 169840.00 $ $ 134330.00 RMS ENGINEERING&DESIGN, INC. 12-00-09-01 Closed FE12-08, P2 TF/SC Blower Insultation Modifications $ 57,351.00 PO#104625-OB Contract No.FE12-00-09 FE12-08 Amendment No. 1 $ 27,390.00 CUMULATIVE $ $ 84741.00 $ HARRIS AND ASSOCIATES PO#104613-OB Contract No.FE12-00-10 CUMULATIVE $ $ $ TOTAL $ 615 004.00 $ 400 916.00 $ 337 752.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY15-16 FY16-17 FY17-18 FE14-05,Plant No. 1 Fleet Services UST Leak $86,116.00 FE15-00-01-01 Open Remediation DUDEK FE14-05 Amendment No. 1 $53 137.00 Purchase Order No. 105435OB FE14-05 Amendment No. 1 $20,000.00 Contract No. FE15-00-01 FE15-00-01-02 Open FE15-09, CenGen Hot Water Pipe Bracing at P1 $146,516.00 FE15-00-01-03 Open FE16-14, Slater Pump Station Valve Replacements $175,500.00 FISCAL YEAR TOTAL $159 253.00 $146 516.00 1 $175 500.00 LEE&RO,INC. No task orders issued Purchase Order No. 105436OB Contract No. FE15-00-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No task orders issued GHD,INC. Purchase Order No. 1054690E Contract No. FE75-00-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 FE15-00-04-01 I Open IPS17-02Guidelines for Development in the Area of $93,186.61 AECOM OCSD Facilities Purchase Order No. 105440OB Contract No. FE15-00-04 FISCAL YEAR TOTAL $0.00 $0.00 $93,186.61 HAZEN AND SAWYER No task orders issued Purchase Order No. 1054510E Contract No. FE15-00-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 RMC WATER AND ENVIRONMENT FE15-00-06-01 Open PS16-04, Rectangular Primary Clarifier Reliability $156,518.00 Study at Plant 1 Purchase Order No. 10544106 Contract No. FE15.00.06 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description I FY15-16 FY16-17 1 FY17-18 FISCAL YEAR TOTALI $0.00 1 $0.00 1 $156,518.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY15-16 FYI 6-17 FY17-18 PROJECTLINE TECHNICAL FE15-00-07-01 Closed FE15-02, Plant No.2 Control Center Server Room $83,624.00 SERVICES,INC. HVAC Upgrade Purchase Order No. 1054520E Contract No. FE15-00-07 FISCAL YEAR TOTAL $83,624.00 $0.00 $0.00 TAIT&ASSOCIATES,INC. No task orders issued Purchase Order No. 105449OB Contract No. FE15-00-08 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 BEYAZ&PATEL,INC. No task orders issued Purchase Order No. 1054450E Contract No. FE15-00-09 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 IDS GROUP,INC. No task orders issued Purchase Order No. 1054370E Contract No. FE15-00-10 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 KLEINFELDER,INC. No task orders issued Purchase Order No. 1054330E Contract No. FE15-00-11 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 FE15-00-12-01 1 Open FE16-10, East Basin Distribution Box Repair $79,990.00 RMS ENGINEERING&DESIGN,INC. Purchase Order No. 1054390E Contract No. FE15-00-12 FISCAL YEAR TOTAL $0.00 $79,990.00 $0.00 TOTAL $242,877.00 $226,506.00 $425,204.61 Table 2.4 Activity Report for 2018 Master Professional Design Services Agreements Firm Task Order Status i Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date AECOM Contract No. FE18-00-01 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Black&Veatch Contract No. FE18-00-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek Contract No. FE18-00-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date GHD Contract No. FE18-00-04 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering Contract No. FE18-00-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date IDS Group Contract No. FE18-00-06 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Infrastructure Engineering Contract No. FE18-00-07 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Michael Baker International Contract No. FE18-00-08 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 TOTAL $0.00 $0.00 $0.00 Table 2.5 Activity Report for 2017 Master Agreements for CEQA Studies Firm Task Order Status Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date HDR Engineering CEQA PLAN2017.01 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Michael Baker International CEQA PLAN2017-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Helix Environmental CEQA PLAN2017-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date ESA CEQA PLAN2017-04 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date AECOM CEQA PLAN2017-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date LSA CEQA PLAN2017-06 FISCAL YEAR TOTAL $0.00 1 $0.00 1 $0.00 TOTAL $0.00 1 $0.00 1 $0.00 Table 2.6 Activity Report for 2017 Master Agreements for Collection Planning Studies Finn Task Order Status Project Title/Description FY17.18 FY18-119 FY19.20 No Task Orders Issued to Date Brown and Caldwell PLAN2017-01 (Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date AECOM PLAN2017-02(Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering PLAN2017.03(Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek PLAN2017-04(Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Woodard and Curran PLAN2017-05(Collections) FISCAL YEAR TOTAL $0.00 E0.00 $0.00 TOTALI $0.00 1 $0.00 1 $0.00 Table 2.7 Activity Report for 2017 Master Agreements for Wastewater Treatment Studies Firm Task Order Status Project Title/Description FYI 8-19 FY19-20 FY20-21 No Task Orders Issued to Date Brown and Caldwell PLAN2017-01 (Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 2017-02-01 W W Open Spill Prevention, Control,and Countermeasure Plan $28,221.00 AECOM for Sludge Dewatedng and Odor Control at Plant 1 PLAN2017-02(Wastewater) FISCAL YEAR TOTAL $28,221.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering PLAN2017-03(Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Dale Dudek PLAN2017-04(Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Woodard and Curran PLAN2017-05(Wastewater) FISCAL YEAR TOTALI $0.00 1 $0.00 $0.00 TOTALI $28,221.00 1 $0.00 $0.00 Table 3.1 Planning Studies Status Report Proj Project Name . Status Allocated Budget PS15-01 PS15-01 Biosolids Master Plan Project Develop. $ 4,000,000 P515-02 PS15.02 Edinger Pump Station Rehabilitation Study Project Develop. $ 971,000 PS15-06 P515-06 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Project Develop. $ 3,860,000 PSIS-07 P515-07 Pressurization and Odor Control Study at Newport Beach Project Develop. $ 375,000 PS15-08 PS35-08 Collections Capacity Evaluation Study Project Develop. $ 3,682,000 P515-10 PS15-10 2017 Facilities Master Plan Project Develop. $ 4,150,000 P516-01 PS36-01 Stormwater Master Plan Project Develop. $ 1,415,700 PS36-02 PS36-02 SCE Feed Reliability Improvements Study Project Develop. $ 293,000 PS16-04 PS16-04 Rectangular Primary Clarifier Reliability Study at Plant No.1 Project Develop. $ 420,000 P517-01 PS17.01 Fire Flow Testing at Plant No. 1 Cancelled $ 28,043 P517-02 PS17-02 Guidelines for Development in the Area of OCSD Facilities Project Develop. $ 176,000 PS17-03 P517-03 Active Fault Location Study at Plant No.2 Project Develop. $ 1,121,000 PS17-04 P517-04 Office workspace Study for Plant No 1 and 2 Project Develop. $ 77,000 P517-08 PS17-08 CEQA-Facilities Master Plan Project Develop. $ 448,000 PS37-09 PS37-09 Calibration of Plant 1/Plant 21nfoWorks Hydraulic Model Project Develop. $ 40,000 PS17-10 PS37-10 Emergency Overflow Weirs,Wing Wall Structural and Geotechnical Project Develop. $ 357,000 PS3841 PS38-01 Asset Management Plan Development Project Develop. $ 420,000 PS3842 PS18.02 Bushard Diversion Structure Rehabilitation Study Project Develop. $ 96,000 Grand Total $ 21,929,743 Total Chartered Project 18 Board Approved Program Budget $ 28,652,000 Remaining Unallocated Budget $ 6,722,257 Table 3.2 Research Program Status Report Proje Project Name . Status L Allocated Budget RE17-01 RE17-01 Operational Research Technical Support FYIS-19 Project Develop. $ 650,000 RE17-02 RE17.02 Biogas Scrubber Evaluation Project Develop. $ 865,000 RE17-03 RE37-03 Reliant Wet Well Wizard Test Project Develop. $ 74,000 RE17-04 RE17-04 AquaNereda Aerobic Granular Sludge Process Project Develop. $ 242,000 RE17OS RE37-05 Organica FOR Process Project Develop. $ 242,000 RE17-06 RE37-06 TWAS Pump Reliability Improvement Trials at Plant No.2 Close-Out $ 46,000 RE37-07 RE37-07 Super Oxygenation System Research at Seal Beach Pump Station Project Develop. $ 80,000 Grand Total $ 2,199,000 Total Chartered Project 7 Board Approved Program Budget $ 8,500,000 Remaining Unallocated Budget $ 6,301,000 Table 3.3 Small Construction Projects Program-Status Report Project Number Project Name Status Allocated Budget FE10-21 FE10.21 Area 02 Craig Regional Park Manhole Improvements Design $ 1,359,000 FE12-10 FE12-10 IT Server Room Cooling Improvements Closed $ 956,086 FE23-04 FE13-04 Plant No.2 Trickling Filter Chemical Odor Control Close-Out $ 4,730,000 FE34-03 FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E,H,R,5,a Close-Out $ 1,360,000 FE34-05 FE3405 Plant No.I Fleet Services UST Leak Remediation Design $ 1,487,311 FE15-01 FE15-01 Fullerton Creek Channel Crossing Design $ 90,000 FE15-06 FEIS-06 Gas Compressor Building Piping Replacement at Plant 2 Close-Out $ 3,924,000 FE15-07 FE15-07 Secondary Treatment and Plant Water VFD Replacement at Plant 1 Construction $ 3,319,600 FE15-09 FE15-09 CenGen Hot Water Pipe Bracing at Plant I Design $ 425,000 FE15-10 FE15-10 East Udo Force Main Rehabilitation Construction $ 2,628,000 FEI6-01 FE16.01 Big Canyon Nature Park Improvements Closed $ 29,915 FE16-02 FE16-02 Jamboree Sewer Realignment at Big Canyon Closed $ 54,434 FEI6-05 FE16.05 Buried Water Valve Support Upgrades at Plant 2 Construction $ 500,000 FE16-06 FEI6-06 Fuel Cell Facilities Demolition Design $ 520,000 FEI6-08 FE16.08 Carbon Canyon Clay Pipe Repairs Construction $ 1,131,000 FE16-10 FE16-10 East Basin Distribution Box Repair Construction $ 1,021,960 FEI6-11 FE16-I1 lane Channel Crossing Design $ 500,000 FE16-12 FEI6-12 Garfield Road Perimeter Security Fence Construction $ 90,000 FEI6-13 FE16.13 Collections Infrastructure Relocation at Plant 2,Phase IB Close-Out $ 120,000 FE16-14 FE16-14 Slater Pump Station Valve Replacements Bid and Award $ 1,050,000 FE17-01 FE17-01 Carbon Canyon Pipeline sag Repairs Design $ 783,000 FE17-03 FE17-03 Battery Storage System at Plant No.1 Project Develop. $ 571,000 FE17-04 FE37-MStorm Water Compliance Improvements at 3 Pump Stations Cancelled $ 8,929 FE37-05 FE17-05 Plant 11CS Network Extension Design $ 950,000 FEI7-06 FE17-06 Tustin Ave Manhole and Pipe Repair Project Develop. $ 273,000 FEI7-07 FE17-07 Fruit Street Trunk Sewer Relocation-OC Streetcar Project Develop. $ 334,000 FE37-08 FE17-08 Big Canyon Trunk Sewer Realignment-BCCC Maintenance Yard Project Develop. $ 130,000 FE38-01 FE18-01 Interim Relocation to 18350 Mt.Langley Project Develop. $ 665,000 FE38-02 FE18-02 Jamboree Sewer Transfer Preliminary Des. $ 300,000 FE18-03 FE38-03 Building 6 Staff Consolidation Not Authorized $ - FEIS-04 FE18-04 Activated Sludge Basin Lighting Repair at Plant No.2 Not Authorized $ - FE38-06 FE38-06 Instrument Air Compressors Replacement at Plant Nos.l and 2 Cer Not Authorized $ - FEIS-08 FEIS-08 West Trunk Bypass Sewer Relignment Not Authorized $ Grand Total $ 29,311,235 Total Chartered Project 33 Board Approved Program Budget $ 55,000,000 Remaining Unallocated Budget $ 25,688,765 Table 3.4 Information Technology Capital Program Status Report Project Number Project Name Status Allocated Budget IT16-03 IT16-03 Plant 2Internet Connection Active $ 50,000 IT16.05 ITI6-05 Plant 2 Radio Repeater Upgrade Active $ 35,000 IT36-06 IT36-06 Network Equipment 2016-17 Active $ 44,302 IT36-07 IT16-07 Server Replacement and Obsolescence Active $ 337,332 IT36-08 IT16-08 IT Security 2016-17 Active $ 164,912 IT36-09 IT36-09 iPACS Enhancements Active $ 85,000 IT36-10 IT36-10 LIMS Compliance Improv Project Active $ 490,000 IT36-11 ITI6-11 Business Continuity Plan Active $ 490,000 IT17-01 IT17-01 VMWare Active $ 416,968 IT17.02 IT17-02 Upgrade Active Directory Directory to 2016 Active $ 56,000 IT37-03 IT37-03 Upgrade ShoreTel System Server Active $ 199,644 IT37-04 IT17-04 PCI Improvements Active $ 131,093 IT17-05 IT17-05 Conference Room Monitor Upgrade Active $ 127,896 IT17-06 IT37-06 Printer Obsolescence Active $ 371,207 IT37-07 IT37-07 Safety Management Suite Active $ 170,077 IT37-08 IT37-08 Perimeter Physical Security Im Active $ 170,077 IT17-09 IT17-09 MYOCSD Redesign Active $ 170,077 IT17.10 IT17-10 Electronic Operator Round Form Active $ 170,077 IT17-11 IT17-11 P2 Radio Repeater Active $ 170,077 IT17-12 IT17-12 Sever/Network Power Improvements Active $ 90,000 IT37-13 IT37-13 Graphric Workstations for PAO Active $ 15,000 IT37-24 IT37-14 Specialized Application Programing&Support Active $ 600,000 IT17-25 IT37-1S Data Storage Replac/Obsolescens Active $ 600,000 Grand Total $ 5,154,739 Total Chartered Project 23 Board Approved Program Budget $ 10,000,000 Remaining Unallocated Budget $ 4,845,261 Table 4.1 Staff Augmentation Contract Status Total Fees Time Contract $41,000,000 86 months Iti Actuals to Date $12,270,009 30% 29 months 34% Remaining $28,729,991 70% 57 months 66% Assuming three 1-year extensions Table 4.2 Staff Augmentation Labor Summary This Quarter Inception to Date Labor Hours 8,877 89,924 Full Time Equivalents 19.7 20.7 Labor Costs(no expenses) $1,225,805 $12,007,031 Average Hourly Rate $138 $134 OPERATIONS COMMITTEE Meeting Date TOBE.Of Dir. 11/07/18 11lte/18 AGENDA REPORT Item Item Number 9 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Bid Tabulation and Recommendation for Tharsos, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plant Nos. 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 151h Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126PQ; B. Award a Construction Contract to Tharsos, Inc. for the Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plant Nos. 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 151h Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126PQ, for a total amount not to exceed $786,000; and C. Approve a contingency of$78,600 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and operates facilities that were designed and constructed from the 1950s to present. In July 2014, the Facility Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation District Plant Nos. 1 and 2 and pump stations. The study identified approximately 2,000 facility issues impacting worker safety and compliance with Cal/OSHA regulations including electrical, fall protection, machine guarding, hazardous area classifications, skylights, and walkway hazards. Each item was assigned a high, medium, or low priority rating. Pending resolution of the safety items, the Sanitation District took interim measures to minimize life-safety risks. There was an approximately even distribution between issues that would be addressed using Sanitation District resources and those that would be addressed through the Capital Improvement Program, depending on the nature and complexity. Items that could not be assigned to existing projects have been assigned to the Safety Improvements Program, Project No. J-126. To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project No. J-126, is being executed through multiple construction packages that can be completed in a shorter time than using a single construction contract. Development of Page 1 of 3 multiple construction packages also allows higher priority safety items to be completed more quickly than lower priority items. RELEVANT STANDARDS • Provide a safe and collegial workplace PROBLEM Among the various Project No. J-126 deficiencies are approximately 52 ladder and hatch modifications at Pump Stations and 17 roof fall protection deficiencies at Plant Nos. 1 and 2. PROPOSED SOLUTION Award Construction Contract to Tharsos, Inc. for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plant Nos. 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 151^ Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126PQ. TIMING CONCERNS Delaying resolution of the safety items poses potential threats to staff, Contractor, and visitor safety. RAMIFICATIONS OF NOT TAKING ACTION Staff, contractors, and visitors will continue to be exposed to potential safety hazards, and certain facilities will continue to not comply with code requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Contract No. J-126PQ for bid on August 28, 2018, and five sealed bids were received on October 9, 2018. A summary of the bid opening is as follows: Engineer's Estimate $ 850,000 Bidder Amount of Bid Tharsos, Inc $ 786,000 Access Pacific, Inc $ 902,000 Olsson Construction $ 939,520 ICA Construction $ 1,110,000 Metro Builders & Engineers Group, Ltd. $ 1,286,855 Page 2 d 3 The bids were evaluated in accordance with the Sanitation District's policies and procedures. A notice was sent to all bidders on October 22, 2018, informing them of the intent of Sanitation District staff to recommend award of the Construction Contract to Tharsos, Inc. Staff recommends awarding a construction contract to the lowest responsive bidder, Tharsos, Inc., for Safety Improvements Program: Roof Fall Protection and Walkway Hazards at Plant Nos. 1 and 2, and Safety Improvements at SARI Metering Station, College Avenue, Lido, Main Street, 'A' Street, 15'n Street, Rocky Point and Crystal Cove Pump Stations, Contract No. J-126PQ, for a total amount not to exceed $786,000. CEQA A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section 15301). The exemption calls for minor alteration of existing public or private structures, facilities, mechanical equipment, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. This project calls for safety related modifications of existing facilities which will have no impact to existing capacity. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2018-19 and 2019-20, Section 8, Page 41, Project No. J-126), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Construction Contract TG:dm:gc Page 3 d 3 PART A CONTRACT AGREEMENT C-CA-011317 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION -2 MATERIALS AND LABOR.................................................................4 SECTION -3 PROJECT..........................................................................................4 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION -6 TIME IS OF THE ESSENCE .............................................................5 SECTION -7 EXCUSABLE DELAYS......................................................................6 SECTION -8 EXTRA WORK...................................................................................6 SECTION -9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ..............................................................................................9 SECTION - 13 COMPLETION.................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS ............................................................................12 SECTION - 16 INSURANCE....................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................21 SECTION - 18 TERMINATION................................................................................21 SECTION - 19 WARRANTY....................................................................................21 SECTION -20 ASSIGNMENT.................................................................................22 SECTION -21 RESOLUTION OF DISPUTES ........................................................22 SECTION -22 SAFETY& HEALTH ........................................................................23 SECTION -23 NOTICES.........................................................................................23 C-CA-011317 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM THIS AGREEMENT is made and entered into, to be effective, this November 28, 2018, by and between Tharsos, Inc., hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION-1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 1 of 24 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document i. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR'S Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 2 of 24 b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 3 of 24 Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION-2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR's own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION-3 PROJECT The Project is described as: CONTRACT NO. J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 4 of 24 SECTION -4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION—5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within five hundred (500) Days from the effective date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, S, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes five (5) Days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 5 of 24 the various portions of the Work shall be installed or the priority of the Work of Subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION—7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Work as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION—8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by the ENGINEER. The decision of the ENGINEER shall be final. C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 6 of 24 SECTION — 9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Documents, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION—10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Seven Hundred Eighty-Six Thousand Dollars ($786,000) as itemized on the Attached Exhibit"A". Upon satisfaction of the conditions precedent to payment set forth in the General CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 7 of 24 Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices'), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the Work a schedule which shows: 1. A minimum of one (1) payment to be made to the CONTRACTOR for each successive four-week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General'. The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by the ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 8 of 24 B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment' means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment' means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount'for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION-12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 9 of 24 SECTION — 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00)and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Engineering Department. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 10 of 24 Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00)or more. E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sec.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1)calendar day and forty (40) hours in any one (1)week in violation of said Article. CONTRACTOR shall keep CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 11 of 24 an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration: Record of Wages: Inspection: CONTRACTOR 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 by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records 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. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). SECTION—15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent(100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%)of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain one hundred percent (100%)of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 12 of 24 name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION— 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 13 of 24 and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the reauired insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three Million Dollars ($3,000,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 14 of 24 Million Dollars ($3,000,000)which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 15 of 24 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Two Million Dollars ($2,000,000) and a general aggregate limit of Two Million Dollars ($2,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Emplover's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 16 of 24 Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 17 of 24 guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either parry, except after thirty(30) days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10)days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving thirty(30)days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 18 of 24 received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of workers compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20)days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 19 of 24 OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured"on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 20 of 24 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION—17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION—19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 21 of 24 The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion' that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1)the remainder of the original one-year warranty period; or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 22 of 24 arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION—22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any parry whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Tharsos, Inc. 7839 University Avenue, #210 La Mesa, CA 91942 Copy to: Michael Lopez, President Tharsos, Inc. 7839 University Avenue, #210 La Mesa, CA 91942 CONFORMED C-CA-011317 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 23 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Tharsos, Inc. 7839 University Avenue, #210 La Mesa, CA 91942 By Printed Name Its CONTRACTOR's State License No. 980621 (Expiration Date— 1/3 112 0 1 9) OCSD: Orange County Sanitation District By Gregory C. Sebourn, PLS Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-011317 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 24 of 24 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION.............................................................................1 EXA-2 PROGRESS PAYMENTS ..................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5 ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESSPAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment'; 4. General Conditions—"Payment— Mobilization Payment Requirements;' 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) Days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR's obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code §9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) Days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) Days after CONTRACTOR's receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all Federal, State, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. CONFORMED C-EXA-080414 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled Claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every Claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR's application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) Days after receipt of recommended changes from OCSD, the CONTRACTOR will C-EXA-080414 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 4 of 8 make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) Days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid Claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any Claims remain open, OCSD may make Final Payment subject to resolution of those Claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent(150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30) Days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: CONFORMED C-EXA-080414 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 5 of 8 1. The true and correct amount payable for the Work is different from that previously accepted; 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 6 of 8 ATTACHMENT 1 —CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Ads to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Ad and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under Contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractors performance. Name Title Dale CONFORMED C-EXA-080414 CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 7 of 8 ATTACHMENT 2—SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (Tharsos, Inc.): BF-14 Schedule of Prices, Pages 1-2 C-EXA-080414 CONFORMED CONTRACT NO.J-126 P AND Q SAFETY IMPROVEMENTS PROGRAM Page 8 of 8 Bid Submitted By: (Name of Firm), BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For unit prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. Bidders compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be inhaled by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary, provides that the total price for each Rem shall be based on the unit price listed for each Rem multiplied by the quantity; and the correct Total Price for each Rem shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work. including profit, overhead, etc., unless otherwise specified in the Contract Documents. All applicable sales taxes. Federal and/or State, and any other special taxes. Patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE°TOTAL AMOUNT OF BID-LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials,equipment and services for the construction of the Project per the Invitation for Bids. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.J-126 P AND O SAFETY IMPROVEMENTS PROGRAM Page 1 of 2 °dP�\ t B\d s�bm\tceC By' F9a EXN\8OF PR\GES co NEDV`E Uo�en P44to*� $Zp OOE ��d of nt C\�\N�pnsl- µeasutomo �to NO\e ma` � -7 b�lOOro Q k" mds`�`ety u+mP S,m s\ S``'E606 tron \ c�i�ct ¢atwn t teasers �° Skim fi, to m° m u t% 1. 8 b of a ad, su g and wp P"ot the W° men�'tor ""essP Qoce ed� ""I Fmmsh aw Is two' Go n Olt* �an� n the Z ptp�pM� � `Bps\s OF pW pµ01 aviov t go ck cpsl MP C N2 pow 2,12 of IFS BP AA OPERATIONS COMMITTEE Meeting Date TOBE.Of Dir. 11/07/18 11/28/18 AGENDA REPORT Item Item Number 0 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CONSOLIDATED DEMOLITION AND UTILITY IMPROVEMENTS AT PLANT NO. 2, PROJECT NO. P2-110 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $836,500 (5%) to the construction contract with Flatiron West, Inc. for Consolidated Demolition and Utility Improvements at Plant No. 2, Project No. P2-110, for a total contingency of$2,174,900 (13%). BACKGROUND The Orange County Sanitation District (Sanitation District) began operations at Plant No. 2 in the 1950s. Some of the original process structures and infrastructure still exist, although subsequent process upgrades have resulted in their abandonment. This project removes the abandoned structures and infrastructure to support planning and construction of new facilities. Demolition work under this project will include the removal of the following facilities: • Digesters A and B • Primary Clarifiers A, B, and C • Air Compressor Building • Emergency Power Building • Several other facilities and utilities that are abandoned or at the end of their useful lives. Several existing tunnels will be demolished or rehabilitated including new pipe supports, drainage improvements, structural repair, and lighting improvements. New support facilities include an oil dock and air compressor system that are being constructed to replace existing facilities at the end of their useful life and being demolished. The project area will also receive extensive grading, drainage, and paving improvements. A construction contract was awarded to Flatiron West, Inc. in January 2017 and construction is approximately 60 percent complete. This work is being performed at the plant's oldest facilities where documentation is limited or inaccurate, leading to many unknown construction conditions, including: • Unidentified utilities which required additional exploratory excavations and unanticipated utility relocations or protection. Page 1 of 3 • Concrete/slurry encasement around existing utilities that required additional demolition effort. • Previously-unidentified hazardous materials that required expensive special handling and disposal costs. • Unanticipated abandoned pipelines that required demolition. • Retrofit of an existing motor control center that was found to have insufficient space for relocated equipment. In addition, staff had identified in the Plant Air System Master Plan, Project No. SP-148 an urgent plant-wide need for a second air compressor identical to one already in the project. The P2-110 project had already included provisions for future installation of the second compressor, so the discretionary decision to authorize a change order of $227,763 so the second compressor could be added to the project was based on a determination that it was the most cost-effective and expeditious approach to provide the necessary plant air capacity. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Maintain a proactive asset management program PROBLEM Unforeseen conditions encountered during construction have resulted in higher than expected changes. With approximately 40 percent of the work remaining, additional construction contract contingency may be needed to address critical issues that arise. PROPOSED SOLUTION Approve a contingency increase of$836,500 (5%)to the construction contract for a total contingency of$2,174,900 (13%). The project budget is sufficient for this change and no additional funding is needed. TIMING CONCERNS The construction contingency increase will allow any required construction changes to be addressed without causing project delays. RAMIFICATIONS OF NOT TAKING ACTION Completion of the remaining work in a timely manner may not be possible if the construction contract contingency is insufficient to cover the costs for additional potential unknown conditions. Without the additional funds, construction activities would be hampered and project delays would be incurred. Page 2 of 3 PRIOR COMMITTEE/BOARD ACTIONS January 2017 - Awarded a Construction Contract to Flatiron West, Inc. for Consolidated Demolition and Utility Improvements at Plant No. 2, Project No. P2-110, fora total amount not to exceed $16,730,000, and approved a contingency of$1,338,400 (8%). ADDITIONAL INFORMATION N/A CEQA A Notice of Exemption for this project was filed and recorded with the County of Orange on April 30, 2014. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Budget FY2018-19&2019-20, Section 8, Page 10) and the budget is sufficient for the recommended action. Date of AoDroval Contract Amount Continaencv 0112512017 $16,730,000 $1,338,400(8%) 11/28/2018 $836,500(5%) $2,174,900(13%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Presentation from 11/7/18 Operations Committee meeting VP:dm:gc Page 3 of 3 1 _ t _ —_ �,, A..�� ��� • .Ij. e1 �� � � "i� i ,fie. ProjectMro=solidated Demolition and Utility Improvements • 1 --A KA Operations Committee November 2018 1 F' f � f/ 1 � rr- kid t t !. d Fy z� i rY %yp�pp� �r Vir 'Uh YY i rY �, 1 � _ � � • P2 -98A Future Construction Area PRIMARY SLUDGE PUMP PRIMARY CLARIFIERS DIE I STATION DIE ELECTRICAL BURDING e'er. PC EN WER ,,,AI '. 312 IUTY EP PRIMARY CIARIFIERS ELECTRICAL BUILDING J8-13 PRIMARY SLUDGE PUMP STATION F/G Pr'•F n�sc JB-4 DC-F JB-15 J8.4 EJR B 81 RIJ9 WASTE SIDESTREAM PUMP STATION C §1 � r 5� �k .6a _ i G M.. . r Major Construction Changes • Unidentified and unknown utilities - $240K • Hazardous materials not anticipated - $89K • Isolation of structures for demolition - $ 102K • Added pipeline demolition work — $ 166K • Added air compressor identified in the Plant Air System Master Plan, an urgent need - $ 212K • Existing motor control center retrofit - $33K Major Construction Credit Changes • Conduit Routing Tunnels — ( $83K) . • Eliminate Electrical Ductbanks — ( $64K) • UPS Distribution Program Coordination — ($ 220K) • Pavement Credit due to P2-98A Project — ( $TBD ) Contract and Contingency Status -Contract Original Construction Contract $16,730,000 Current Percent Complete 60% Projected Final Completion August, 2019 Authorized Contingency $1,338,400 8.0% Approved Changes $576,400 3.4% Pending Changes $647,500 3.9% Remaining Contingency $114,500 0.7% Additional Contingency Requested $836,500 5.0% Total Requested Contingency $2,174,900 13.0% CIP Program Construction Contingency • Construction change order rate since 2008 is 5 . 3% . • CIP Program risk is increasing due to unknown conditions in rehabilitation and collections projects . • Significant efforts reduce risks in design where it is cost-effective . • Utility searches, updated technology • Design and constructability reviews Recommended Action • Approve a contingency increase of $836,500 (5%) to the construction contract with Flatiron West, Inc., for a total contingency of $2, 174,900 ( 13%) . OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 11/07/18 11/28/18 AGENDA REPORT Item Item 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: TRUCK LOADING BAY ODOR CONTROL AT PLANT NO. 2, CONTRACT NO. P2-92A GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of$132,160 (4%)to the construction contract with Kiewit Infrastructure West Co. for Truck Loading Bay Odor Control at Plant No. 2, Contract No. P2-92A, for a total construction contingency of$462,560 (14%). BACKGROUND The purpose of this project is to replace dewatering facilities that have reached the end of their service life at Plant No. 2. A more efficient dewatering technology, centrifuges, will be utilized to reduce the amount of water in the biosolids hauled offsite to reduce biosolids management disposal costs. The biosolids produced by the centrifuges, however, will be more odorous than the current biosolids. Construction is currently 81% complete with testing and commissioning about to begin. These odor control facilities are needed when Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, introduces sludge, which is currently scheduled for March 2019. During the course of construction, two issues have arisen that have required more contingency than is normally required for a project of this type: • An unknown buried drain line was found directly under a support for a large diameter air duct 20 feet above grade. This required a more complex base support. • Modifications to address safety issues recently identified on other Orange County Sanitation District (Sanitation District) projects. These changes included additional grating to address trip hazards in a chemical containment area and eyewash stations for the foul air scrubbers. RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Comply with CA Public Contract Code Section 20103.8, award construction contract to lowest responsive, responsible bidder Page 1 of 3 PROBLEM The existing Board-authorized contingency is sufficient for the changes identified to date. The remaining contingency, however, might not be sufficient to address unexpected and necessary changes that may arise as construction is completed and during commissioning and startup. PROPOSED SOLUTION Approve a contingency increase of $132,160 (4%) from $330,400 (10%) for a total construction contingency of$462,560 (14%). TIMING CONCERNS The Truck Loading Bay Odor Control facilities are needed upon startup of the dewatering centrifuges built under the Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92. If an issue arises that requires more contingency than has been authorized, work may need to stop until Board approval can be obtained, which could delay both construction contracts. RAMIFICATIONS OF NOT TAKING ACTION If additional contingency is needed, but not authorized, construction might need to be stopped, and the work delayed. The delay might also be grounds for extended overhead claims by the contractors on both construction contracts. PRIOR COMMITTEE/BOARD ACTIONS November 2016 Awarded a construction contract to Kiewit Infrastructure West Co. for Truck Loading Bay Odor Control at Plant No. 2, Contract No. 132-92A, for a total amount not to exceed $3,304,000, and approved a contingency of$330,400 (10%). ADDITIONAL INFORMATION N/A CEQA The Final Subsequent Environmental Impact Report for implementation of Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, was certified on March 23, 2013. A notice of determination was filed with the Orange County Clerk Recorder Office on March 28, 2013. This report included the Truck Loading Bay Odor Control. Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation Districfs Purchasing Ordinance. This item has been budgeted (Budget FY2016-17&2017-18, Section 8, Page 53) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 11/16/2016 $3,304,000 $330,400 (10%) 11/28/2018 $132,160 (4%) $462,560 (14%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Presentation from 11/7/18 Operations Committee meeting RB:dm:gc Page 3 of 3 Sludge Dewatering and Odor Control at Plant 2 Project No. P2-92A Operations Committee November 7, 2018 Project Objectives • Replace dewatering facilities that have reached the end of their service life at Plant No. 2 with more efficient technology ( Project P2-92) . • The biosolids produced by the centrifuges will be more odorous than the current biosolids. • This project modifies the existing truckloading facility to improve odor control to coordinate with the new Centrifuge Project. P2-92A Truckloading Odor Control Separate project to I r minimize risks to the larger P2-92 = a project. i Limited workspace to retrofit odor system into existing , building area . Project Challenges • Unknown utilities and/or utility locations requiring additional work - $ 104K • Design changes or omissions requiring additional work to install new equipment into the existing facility - $ 145K • OCSD required additional equipment and modifications to address safety concerns in chemical containment areas - $66K Contract and Contingency Status -Contract MEL Original Construction Contract $3,304,000 Current Percent Complete 81% Projected Final Completion March 2019 Authorized Contingency $330,400 10.0% Approved Changes $220,800 Pending Changes $90,500 Remaining Contingency $19,100 Additional Contingency Requested $132,160 4.0% Total Requested Contingency $462,560 14.0% Recommended Action • Approve a contingency increase of $ 132, 160 (4%) to the construction contract with Kiewit Infrastructure West Co ., for a total construction contingency of $462,560 ( 14%) . �I ���� -_-� �� ., +� � • �� Jp a L `�`__- 1 OPERATIONS COMMITTEE Meeting Date TOBE.Or .Dir. 11/07/18 11/28/18 AGENDA REPORT Item Item Number 2 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: AGREEMENT FOR THE PURCHASE OF LIQUID CATIONIC POLYMER CHEMICAL GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Chemical Supplier Agreement to SNF Polydyne, Inc., for the purchase of Liquid Cationic Polymer,for the period beginning February 1, 2019 through January 31, 2020 for a unit price of$2.782 per active pound delivered for Solution Polymer (WE-192) including freight plus applicable sales tax, and $2.552 per active pound delivered for Mannich Polymer (C-331) including freight plus applicable sales tax, and $2.947 per active pound delivered for Emulsion Polymer (WE-1328) including freight plus applicable sales tax, and $2.947 per active pound delivered for Emulsion Polymer (WE-1233; full liquid) including freight plus applicable sales tax, and $3.265 per active pound delivered for Emulsion Polymer (WE-1233; <40k lb.) including freight plus applicable sales tax, for total estimated annual amount of$608,000; B. Authorize General Manager to negotiate and subsequently approve new unit prices with an estimated additional amount of$2,302,000 with SNF Polydyne, Inc. for new cationic polymers that will be developed based on cationic polymer specifications for the new centrifuges for the period February 1, 2019 through January 31, 2020, not to exceed amount estimated $2,910,000; and C. Approve an annual unit price contingency of 10% for item B. BACKGROUND The Orange County Sanitation District (Sanitation District) currently uses cationic polymers to dewater digested sludge in belt filter presses (BFP) and thicken waste activated sludge (WAS) in the dissolved air floatation thickener (DAFT). Also, cationic polymers will be used for centrifuges once CIP centrifuge projects (P1-101 and 132-92)go online. RELEVANT STANDARDS • Safe, beneficial reuse of Biosolids • Use all practical and effective means for resource recovery • Sustain 1, 5, 20-year planning horizons Page 1 d 3 PROBLEM Current cationic polymer with SNF Polydyne, Inc. contract will end on January 31, 2019 with zero renewals remaining. Since CIP centrifuge projects are still ongoing and not scheduled to go online until early/mid 2019 and into 2020, there is a schedule overlap on timing of a new contract based on an old process (BFP) as well as addressing the needs for the new process (centrifuges). Standard competitive bid process cannot be done without establishing the cationic polymer specification for centrifuges and this requires full scale cationic polymer testing. PROPOSED SOLUTION Procurement strategy going forward: A) Short Term: Create a Sole Source Chemical Agreement with SNF Polydyne, Inc. for a one-year term beginning February 1, 2019 — January 31, 2020. This Agreement will allow the Sanitation District to keep the same chemical manufacturer to assist with the transition to the new centrifuge system. B) Long Term: During the Sole Source Agreement term, standard competitive bid process will be developed with new Scope of Work based on polymer specifications for new centrifuges. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Shortages in cationic polymers will result in both Plant No. 1 and Plant No. 2 being unable to ship biosolids offske because BFP will not operate without cationic polymers. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Purchasing conducted a survey and contacted local comparable agencies that also use cationic polymer. However, none of the agencies are using the same cationic polymers that the Sanitation District is using. Therefore, the survey was inconclusive. CEQA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY18-19 and FY19-20 Division 830 and 840 operating budgets (Line item: Supplies, Section 6, Pages 84 & 88). Date of Approval Contract Amount Contingency 1112812018 $2,910,000 - 1112812018 Future Unit Price 10 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Chemical Agreement Page 3 of 3 CHEMICAL SUPPLIER AGREEMENT Purchase of Liquid Cationic Polymer Specification No. SSJ 2034 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 SNF Polydyne, Inc. with a principal place of business at 1 Chemical Plant Rd. Riceboro, GA 31323 (hereinafter referred to as "Supplier")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to temporarily engage Supplier to provide Liquid Cationic Polymer as described in Exhibit"A"; and WHEREAS, Supplier submitted its Proposal dated August 17, 2018; and WHEREAS, on November 28, 2018,the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Supplier; and WHEREAS, OCSD has chosen Supplier to provide Liquid Cationic Polymer in accordance with Ordinance No. OCSD-52; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agreed as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and the Supplier. The terms and conditions herein exclusively govern the purchase of Liquid Cationic Polymer 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. Exhibit "A" Scope of Work, inclusive of Appendices Exhibit"B" Proposal dated August 17, 2018 Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E" Not Used Exhibit"F" Human Resources Policies 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. 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. Orange County Sanitation District 1 of 9 Specification No. SSJ 2034 100118 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 hours per day 7 days per week and work a rotated 12- hour shift) and shall conform to OCSD work schedules. 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: The work required under this Agreement may include normal business hours, evenings, and weekends. 1.10 Supplier 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 Supplier as a result of work performed in anticipation of purchases of said services by OCSD. 2. Delivery 2.1 LOCATIONS: Deliveries shall be made in accordance with the Scope of Work, Exhibit"A". 2.2 OCSD will pay only for the actual quantity of Liquid Cationic Polymer delivered, based upon certified tare weight and net weight.The quantity invoiced by Supplier and payable by OCSD will be for the total net weight of Liquid Cationic Polymer delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying, or clearing the delivery tank. 2.3 A bill of lading shall accompany all shipments in accordance with Exhibit"A". 3. Possession Ownership and control of all Liquid Cationic Polymer delivered pursuant to this Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession by delivery to OCSD at the designated locations is made by Supplier. 4. Quanti 4.1 OCSD makes no guarantee to actual use or quantity of Liquid Cationic Polymer purchased. Use may be sporadic based on the wastewater treatment requirements unique to each treatment plant. 4.2 OCSD will, through the term of this Agreement, purchase Liquid Cationic Polymer from Supplier exclusively, except when OCSD determines Supplier cannot make delivery within the time specified, with the quality and quantity specified, at the Agreement price, the level of Service is inadequate, OCSD unapproved increase in active liquid pound rate or for any other default or breach of this Agreement. In such event, OCSD may purchase Liquid Cationic Polymer elsewhere and charge Supplier any difference in the delivered price to OCSD from that provided in this Agreement, or alternatively, OCSD may terminate the Agreement based on said breach or failure to deliver the specified product. Quality control Orange County Sanitation District 2 of 9 Specification No. SSJ 2034 100118 tests will be performed by OCSD on the delivered Liquid Cationic Polymer to ensure it is consistent with the requirements specified in Exhibit"A". 5. Pricina and Invoicing 5.1 Supplier will invoice for Liquid Cationic Polymer delivered in accordance with Exhibit "A", and in accordance with the unit price(s) listed in Exhibit"B". Prices shall include all cartage and taxes except California State Sales Tax. The sales tax will be paid by OCSD. 5.2 OCSD shall pay, net thirty (30) days, upon receipt and approval by OCSD of itemized invoices, submitted in a form acceptable to OCSD to enable audit of the charges thereon. Supplier shall email invoices to OCSD Accounts Payable at APStaffna.00SD.com and "INVOICE" with the Purchase Order Number and Liquid Cationic Polymer shall be referenced in the subject line. All invoices shall include a description of the delivery location, the delivery date and the unit price(s). 6. Modifications 6.1 This Agreement may be modified or changed only by written instrument in the form of an amendment to this Agreement signed by both Parties. 6.2 Pricing modifications: The prices established in this Agreement shall remain firm for the one- year Agreement term. Quarterly pricing will not be accepted. Any adjustments made will allow for increases or decreases in the manufactured cost of the Liquid Cationic Polymer and will be based upon OCSD validated information furnished by Supplier and OCSD sources. Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or reject the proposed unit price increase or decrease. 6.3 Price changes may be made through the OCSD Purchase Order Process. 7. Agreement Term The Services provided under this Agreement shall be for the period of one (1)year commencing on February 1, 2019 and continuing through January 31, 2020. 6. Renewals OCSD may exercise the option to renew this Contract, however shall make no obligation to renew nor give reason if it elects not to renew. 9. Termination 9.1 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, Supplier shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Supplier for work performed (cost and fee) to the date of termination. Supplier 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 Supplier other than for work performed to the date of termination. 9.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Supplier is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in unit price(s), or any other default or breach of this Agreement. 9.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Supplier: Orange County Sanitation Distnct 3 of 9 Specification No. SSJ 2034 100118 • if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or • if Supplier sells its business; or • if Supplier breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 9.4 All OCSD property in the possession or control of Supplier shall be returned by Supplier to OCSD upon demand, or at the termination of this Agreement, whichever occurs first. 10. Indemnification and Hold Harmless Supplier 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 Supplier's services under this Agreement,or by its subcontractor or by anyone directly or indirectly employed by Supplier, 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, Supplier 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 Supplier's performance under this Agreement, and/or (b) 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 Supplier of or anyone employed by or working under Supplier. To the maximum extent permitted by law, Supplier'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. Supplier 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. 11. Insurance Supplier 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". Supplier shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Supplier allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 12. Equipment Loss OCSD will be responsible for any loss or damage to Supplier-owned equipment, when OCSD determines OCSD is at fault, only to the extent of OCSD's fault, and will reimburse Supplier for such loss or damage upon receipt of invoices, minus a deduction for any amount determined to be the fault of Supplier or its subcontractor or a third party. 13. Conflict of Interest and Reporting Supplier shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. Orange County Sanitation District 4 of 9 Specification No. SSJ 2034 100118 14. Supplier's Relationship to OCSD Supplier's relationship to OCSD in the performance of this Agreement is that of an independent contractor. The personnel performing Services under this Agreement shall, at all limes, be under Supplier's exclusive direction and control, and shall be employees of Supplier and not employees of OCSD. Supplier shall pay all wages, salaries and other amounts due its employees in connection with this Agreement, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation,worker's compensation and similar matters. 15. OCSD Safety Standards 15.1 In addition to the requirements set forth in Exhibit "A", Supplier shall meet with personnel from OCSUS Risk Management Division prior to providing Services to OCSD to review safety and accident prevention policies and procedures. All subcontractors should be present at this meeting. Supplier is responsible to inform all subcontractors of the items discussed at this meeting. Supplier shall not be permitted to provide Services to OCSD prior to this meeting. 15.2 OCSD requires Supplier and its subcontractor(s)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 Supplier is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Supplier and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit"D". 16. Drua-Free Workplace All employees of Supplier who will perform work under this Agreement must adhere to the California Drug-Free Workplace Act, Government Code Sections 8350 through 8357. 17. Assignments Neither this Agreement nor any interest herein or any claim hereunder may be assigned by Supplier either voluntarily or by operation of law, nor may all or substantially all of this Agreement be further subcontracted by Supplier without the prior written consent of OCSD. 16. Attorney's Fees If any action at law or in equity 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. 19. Permits. Ordinances and Regulations Any and all fees required by Federal, State, County, City and/or municipal laws,codes and/or tariffs that pertain to work performed under the terms of this Agreement shall be paid by Supplier. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory inspectors shall be paid by Supplier. 20. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee of Supplier to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel from the site, termination of the Agreement, or both. Orange County Sanitation District 5 of 9 Specification No. SSJ 2034 100118 21. Compliance with Law Supplier warrants that under the performance of this Agreement, it shall comply with all applicable Federal, State and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Agreement, Supplier shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Supplier shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation; and selection for training, including apprenticeship. 22. Disputes 22.1 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. Pending final resolution of a dispute hereunder, Supplier shall proceed diligently with the performance of this Agreement and in accordance with OCSDS decision. 22.2 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. 22.3 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Agreement, each party shall select an arbitrator, and those two(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. 23. Ripht to Review Services. Facilities. and Records 23.1 OCSD reserves the right to review any portion of the Services performed by Supplier under this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier shall furnish to OCSD such reports, statistical data, and other information pertaining to Supplier'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 in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. Orange County Sanitation District 6 of 9 Specification No. SSJ 2034 100118 23.2 The right of OCSD to review or approve specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Supplier shall not relieve Supplier of any obligation set forth herein. 24. Incorporated Documents 24.1 The Scope of Work, including all Appendices, Proposal, Acknowledgement of Insurance Requirements, and OCSD Safety Standards are hereby incorporated into and made a part of this Agreement, and unless modified or changed hereinabove, are controlling for all matters pertaining to the supply of Liquid Cationic Polymer and the manner of performance thereof. 24.2 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the other incorporated documents, the provisions of this Agreement shall in all respects govern and control. 25. Severability Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 26. 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. 27. Breach Any breach by Supplier to which OCSD does not object shall not operate as a waiver of OCSD to seek remedies available to it for any subsequent breach. 26. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage determination made by the Director of the Department of Industrial Relations pursuant to California Labor Code Part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public contracts are part of this Agreement to the same extent as though set forth herein and will be complied with by Supplier. Supplier shall not pay less than the prevailing wage. 29. South Coast Air Quality Management District's (SCAQMD) Reauirements It is Supplier's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District(SCAQMD). All work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 30. Performance Time is of the essence in the performance of the provisions hereof. 31. Familiarity with Work By executing this Agreement, Supplier 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 Supplier 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 Supplier's risk, until written instructions are received from OCSD. Orange County Sanitation District 7 of 9 Specification No. SSJ 2034 100118 32_ Damage to OCSD'S Property Any OCSD property damaged by Supplier, its subcontractor(s), or by the personnel of either will be subject to repair or replacement by Supplier at no cost to OCSD. 33. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Supplier. 34. 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. 35. Read and Understood By signing this Agreement, Supplier represents that it has read and understood the terms and conditions of the Agreement. 36. 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. 37. Notices All notices under this Agreement must be in writing.Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three(3)days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Supplier: SNF Polydyne, Inc. Orange County Sanitation District 8 of 9 Specification No. SSJ 2034 100118 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: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager SNF POLYDYNE, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation Distnct 9 of 9 Specification No. SSJ 2034 100118 ADMINISTRATION COMMITTEE Meeting Date TOBE.Of Dir. 11/14/18 11lte/18 AGENDA REPORT Item Item Number 3 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: MICROSOFT ENTERPRISE LICENSE AGREEMENT (ELA) FOR MICROSOFT ENTERPRISE SOFTWARE LICENSES GENERAL MANAGER'S RECOMMENDATION A. Authorize a Purchase Order for a three-year contract to purchase Microsoft Enterprise licenses under the Microsoft ELA in accordance with Microsoft Volume Enterprise Enrollment—for State and Local government, Riverside County Master Licensing Agreement 01 E73970, payable annually and with a contract expiration date of December 31, 2021, for a total amount not to exceed $1,335,952; and B. Approve a contingency of$200,393 (15%). BACKGROUND The Orange County Sanitation District (Sanitation District) relies on various Microsoft products for key components of its software architecture, for example: Windows desktop and server operating systems, email and calendaring, Office suite, web servers, databases, and cyber defense software. Renewal of the Microsoft ELA ensures that the Sanitation District receives the best pricing on software purchases and subscriptions while staying compliant with software license agreements and copyright law. Other benefits include access to the latest security patches and feature updates as well as centralized license management, records management, and tools to fulfill public records act requests. Staff is requesting a contingency of 15% to cover any additional Microsoft licensing required during this three-year contract. Additional licenses may be required to comply with contractor staffing changes and new system implementations. This contingency level is consistent with past requests for Microsoft agreements. RELEVANT STANDARDS • Protect Orange County Sanitation District assets • Sound engineering and accounting practices, complying with local, state, and federal laws Page 1 of 3 PROBLEM The existing Microsoft ELA expires December 31, 2018. The Sanitation District needs the licensing to stay current on the latest supported and secure versions of the software. PROPOSED SOLUTION Renew the Sanitation District's Microsoft ELA for three years. TIMING CONCERNS Renewal of the Microsoft ELA should occur prior to December 31, 2018 to maintain compliance of the software license agreement with Microsoft. RAMIFICATIONS OF NOT TAKING ACTION Access to Office365 and e-mail would lapse, and updates would become unavailable for the rest of the licensed software. PRIOR COMMITTEE/BOARD ACTIONS November 2015 - Board of Directors authorized a Purchase Order with a three-year contractto purchase Microsoft Enterprise licenses underthe Microsoft ELA in accordance with Microsoft Volume Enterprise Enrollment—for State and local government, Riverside County Master Licensing Agreement 01E73134, payable annually and with contract expiration date of December 31, 2018 for a total amount not to exceed $874,556.22; and approved a contingency of 15% ($131,183.43). ADDITIONAL INFORMATION The County of Riverside negotiated a contract for an ELA with Microsoft to be used by any government agency in the State of California. There are over 100 public agencies in California currently using this contract. The cost to purchase the licenses needed by the Sanitation District without the ELA would be an additional $546,455, for a total of$1,882,407. CEQA N/A BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The items are budgeted in the FY18/19 annual budget Section 8, Page 10. Page 2 of 3 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Insight MS EA Quote Request Page 3 d 3 11n2018 Page 1 of 2 Insight.'I. Orange County Sanitation District August 15,2018 MA-017-17011185 Microsoft Enterprise Agreement-Government(USD) Enrollment Renewal Preliminary MFG Part Number Product Name Product Type Price QtY Extended Price AAA-11984 M365 E3 From5A GCC ShrdSvr ALNG SubsVL MVL PerUsr Monthly Subscription $ 249.09 640 $ 159412.60 $ 322.00 AAA-11982 M365E3GCCShrdSvr ALNGSub VLMVLPerUsr Monthly Subinl tlon $ 303.14 60 $ 18,188.40 $ 432.00 1214-00005 0365GCCE55hrdNr ALNGSUWL0365GCCE3PerUsr MOMM Subscri lion $ 147.92 700 $ 103,544.00 $ 204.00 269-05623 MceProPlus ALNG❑rSAPk MVL License Software Assuranre Pack 16034 110 llfi26A0 $ 231.00 076101912 P ct ALNG S4 MVL Software Assurance $ 92.23 20 $ 6806.10 $ 141.00 H3000238 PidPro AWG SA MVL w1PidWr(AL Software Assurance $ 162.05 5 $ 810.25 $ 232.00 D82-01159 VisioPro ALNG SA MVL Software Assurance 83.18 44 3659.92 $ 121.00 D06-01253 Vi eStd ALNG SA MVL Software Assurance $ 43.03 116 $ 4991.48 $ 62.00 M%3-00117 VSEnt5ubM5DNALNGSAWL Software Assurance $ 926.03 6 $ 5856.18 $ 1,287.00 77090111 VSPro5ubM5DN ALNG S4 MVL Software Assurance $ 229.52 2 $ 559.04 $ 369.00 90500135 ClVRkcDCCore ALNG SA MVL 21-ic Caustic Software Assurance 151.32 ffiS39,040.560.56 $ 200.00 9GA-00310 CISS[eStdCore ALNG SA MVL 16Lic Coratic Software Assurance $ 249.54 2.06 $ 324.00 2JQ-00341 SQ ,EmCore ALNG UCSAPI,MVL 2LIC CoreLlc License/Software Assurance Pack $ 4225.21 01.68 $ 6,295.00 HI10.00268 SharePointSvr ALNG SA MVL Software Assurance $ 1,011.99 35.97 $ 1,459.00 2JQ-W343 54 ,EntCore ALNG SA MVL 2Lic CoreLic Software Assurance 2046.53 58.36 $ 2,69800 2NQ-00302 SQLSvrShflure ALNG LiWPk MVL 2Lic CoreLlc License/Software Assurance Pack $ 1245.31 90.62 $ 1642.00 2NQ-00292 SQLSwStCore ALNG SA MVL We CoreLlc Software Assurance $ 533.71 34.04 $ 204.00 126-00196 VSTeamFrdmSvd(AL ALNG SA MVL Usd(AL Software Assurance $ 66.32 30.96 $ 88.00 6VC-01254 WinRmtDsk[ rvtsCAL ALNG SA MVL UsnDkL Software Assurance 19.58 37.00 $ 26.00 15U-00001 AmreMn mmm-mG ShrdSvr ALNG SubsVL MVL Cmmt Monthl Subscri tion $ 1195.80 9580 $ 12W.00 Annual Total: 445,3llS2 Three Year Total: 1,335,951.66 True Up pricing: MFG Part Number Product Name Product Type Year I Year 2 Year 3 Enterprise Products 269-05623 WiceproPlus ALNG UcSAN,MVL iiLicense/Software Assurance Pack I S 443.44 1$ 368.86 294.34 �ddrtf,m,l Product, W6-01226 Prct ALNG UCSAPI,MVL License/Software Assurance Pack $ 9044 $ 411.12 $ 383.99 H3D90237 PicWroAWG UcSAPk MVLwlPictSVRAL License/Software Assurance Pack $ 964.03 $ 801.99 $ 639.94 D82-01052 VisioPro ALNG LiWPk MVL License Software Assurance Pack 15 494.76 1$ 411.58 328.41 D86-01175 VieStd ALNG Iic5APk MVL I License Software Assurance Pack I$ 256.01 $ 212.98 $ 169.95 M%3-00115 VSEnt5ubM5DN ALNG x5APk MVL I License/Software Assurance Pack 1$ 5805.56 1$ 4,829.52 $ 3853.49 EA Renewal Thank you for the opportunity W Quote. 2 2 0-0 0110 VSProSubMSDN ALNG LicSAPk MVL 11 /Software Assurance Pack $ 812.25 $ 532]4 $ 258.22 Page 2 of 9G5{0495 CISSoCCCore ALNG LlkSAPk MVL 2Uc ComUc License/Software Assurance Pack $ 983.56 $ 832.24 $ 680.93 9G4-00308 CISSteStdCore ALNG IicSAPk MVL 16Lic ComLic License/Software Assurance Pack $ 1,622.00 $ 1,372.47 $ 1,122.93 110400232 ShacePointi AWG LicSAPk MVL License Software Assurance Pack 6572.68 $ 5565.69 4553.71 2JQ-00341 SQLSvrEntCore AWG UcSAPk MVL 2Lic ComLic License/Software Assurance Pack $ 13302.36 $ 11255.83 $ 9209.29 2NQ-00302 S06vr5tdCom ALNG LicSAPk MVL 21.Ic CoreLlc License/Software Assurance Pack $ 3469.06 $ 2,935.35 $ 2401.65 126-00169 VSTeamFndtnNRAL ALNG LicSAPk MVL UsrUL License/Software Assurance Pack $ 431.17 $ 364.80 $ 298.43 6VC-01252 WinRmtD,udpSrwc,,CAL ALNG UkSAPk MVL UsrCAL License Software Assuranre Pack 1i2.32 $ 107.79 88.21 H30-00930 P cipro AWG5A5U MVL Pr c[5[d wlPrttSvrC License/Software Assurance Pack $ 385.60 $ 320]) $ 255.95 D874)2221 VisioPro ALNG SASU MVL VisioStd License/Software Assurance Pack $ 238.75 $ 198.60 $ 158.45 9GS-00131 CISSteXCom ALNG SASU MVL I6UC CISSWCom CoreLic License Software Assurance Pack 6246.90 $ 5285.90 4,324.91 21Q-OW49 SWvrEn[Care ALNG SASU MVL 2Lic SQLSvrSUk0,re CoreUr License Software Assurance Pack $ 9833.30 $ 8320.48 $ 6807.64 Additional MonthiM Subscriptions: MFG Part Number Product Name Product Type Monthly Pr= Al982 M365 E3 GCC ShidWr ALNG SubsVL MVL PerUsr Monthl Subani lion $ 25.26 T2N-5 OW5 0365GCCES SholSVr ALNG SU MVL0365GCCE3 PerUsr MordhIV Subscription $ 12.33 15UC0001 AareMn mmbnn[G ShrdSvr ALNG SabSVL MVL Cmmt Monthly Subscription $ 99.65 3GU-OOWl 036SAWGCC ShrdSvr ALNG SubacVL MVL PeUsr Mondly Subscription $ 1.34 GLN-OWOl 03651Lreatlntelli enceGCC 5hrd5vr ALNG SubsVL MVL PerUsr MOMM Subscription $ 5.33 EA Renewal Thank you for the opportunity to Quote. ADMINISTRATION COMMITTEE Meeting Date TOBE.Of Dir. 11/14/18 11lte/18 AGENDA REPORT Item Item Number 4 15 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST GENERAL MANAGER'S RECOMMENDATION A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of July 1, 2018 to September 30, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of July 1, 2018 to September 30, 2018: • EVOQUA WATER TECHNOLOGIES - Evoqua DI Water System Service • INTERNATIONAL SOCIETY OF AUTOMATION (ISA) - On-site Instrumentation Technician Training • POLYCHEM SYSTEMS - Gearboxes BACKGROUND Orange County Sanitation District staff provides the Administration Committee and the Board of Directors quarterly reports of General Manager approved and executed purchases between $50,000 and $100,000; maintenance and repair Services Task Orders between $50,000 and $300,000; and additions to the pre-approved OEM Sole Source List. The list of additions to the pre-approved OEM Sole Source List displays the original equipment manufacturers (OEM)added this quarter that require sole source procurement to maintain, service, or replace equipment currently in operation at District facilities, because the parts and/or service can only be provided by the OEM or their designated representative. RELEVANT STANDARDS • Quarterly Financial Reporting • Ensure the public's money is wisely spent Page 1 of 5 PRIOR COMMITTEE/BOARD ACTIONS December 2016 - Board of Directors authorized the General Manager to ratify additions or deletions to the OEM Sole Source list on the General Manager's quarterly approved purchases agenda report. ADDITIONAL INFORMATION In accordance with Board purchasing policies, Ordinance No. OCSD-52, the General Manager has authority to approve and execute purchases between $50,000 and $100,000. Below is a summary of General Manager approved purchases, in amounts exceeding $50,000, for the first quarter of fiscal year 2018-19: Vendor Name Amount Department Description/Discussion ADVANCED Critical Breaker Replacements for Lido, ELECTRICAL AND Operations & Bitter Point, and Slater Pump Stations MOTOR $71,950.00 Maintenance (MP-425) CONTROLS Specification No. E-2018-948 CaIOSHA Voluntary Protection Program Human Readiness Assessment ARCADIS U.S. INC. $53,299.00 Resources 7/10/18 to 7/9/19 with 4 Optional 1-year Renewal Periods Specification No. CS-2018-945 General Grant Services BLAIS & $87,600.00 Manager's 7/10/18 to 7/9/19 ASSOCIATES, INC. Office with 4 Optional 1-year Renewal Periods Specification No. CS-2018-920 District Wide Safety Training CINTAS FIRE Human 7/1/18 to 3/31/19 PROTECTION $95,000.00 Resources US Communities Contract 12JLH-011C, in accordance with Ordinance OCSD-52, Section 2.03 (B) Cooperative Purchases Technology Consulting Services DYNTEK Administrative 10/14/18 to 10/13/19 SERVICES INC $60,000.00 Services GSA Contract GS-35F-0025N, in accordance with Ordinance OCSD-52, Section 2.03 (B) Cooperative Purchases Page 2 d 5 Vendor Name Amount Department Descri tion/Discussion Annual Renewal for Premium-Level E&M ELECTRIC Support for the SCADA Computer System AND MACHINERY $60,812.00 Administrative (Supervisory Control and Data Acquisition) INC. Services 11/16/18 to 11/15/19 Board Approved OEM Sole Source List M.O. 12/14/16, Item 12 Maintenance, Inspection, and Repair of FIRE SERVICE Operations & Fire Sprinklers, Extinguishers, and Alarms CORP. $69,251.50 Maintenance 7/1/18 to 6/30/19 with 4 Optional 1-year Renewal Periods Specification No. 5-2018-894 Third-Party Administrator for Workers' KEENAN & Human Compensation Claims ASSOCIATES $90,000.00 Resources 7/1/18 to 6/30/19 with 4 Optional 1-year Renewal Periods Specification No. S-2018-931 Confidential Studies for Human Resources LIEBERT CASSIDY $60000.00 Human 7/1/18 to 6/30/19 , WHITMORE Resources Sole Source Justification 2018-1085 Reason: Unique Product/Service Premier Support for Software, MICROSOFT Administrative Maintenance, and Technical Support CORPORATION $86,725.00 Services 9/17/18 to 9/16/19 Board Approved OEM Sole Source List M.O. 12/14116, Item 12 Plant No. 2 Dewatering Building Crane NORTH AMERICAN $55,583.00 Operations & System Urgent Repairs CRANE COMPANY Maintenance Sole Source Justification 2012 Reason: Time Sensitive Procurement Recurring Inspection, Certification, and NORTH AMERICAN Operations & Testing of Hoists and Cranes CRANE COMPANY $69,047.00 Maintenance 7/1/18 to 6130/19 with 4 Optional 1-year Renewal Periods Specification No. S-2018-930-R Page 3 of 5 Vendor Name Amount Department Descri tion/Discussion Annual Support and Maintenance for Project Management Information System PMWEB, INC. $66,600.00 Administrative (J-128) Services 8/1/18 to 7/31/19 Sole Source Justification 1977 Reason: Unique Product/Service Convenience Blanket PO for Water SPARKLETTS- $60000.00 Administrative Delivery to Plant 1 and 2 , DALLAS Services 7/1/18 to 6/30/20 GM Article 2, Section 2.2 (b) (1) Composite Water-Resistant Manhole TITUS INDUSTRIAL $76,489.20 Operations & Cover and Frame GROUP, INC. Maintenance Board Approved OEM Sole Source List M.O. 12/14/16, Item 12 Additionally, in accordance with Board purchasing policies, Ordinance No. OCSD-52, the General Manager has authority to approve and execute maintenance and repair Services Task Orders between $50,000 and $300,000. Below is a summary of General Manager approved maintenance and repair Services Task Orders, in amounts exceeding $50,000, for the first quarter of fiscal year 2018-19: Vendor Name Amount Department Description/Discussion J R FILANC Operations & Plant 1 Central Generation Elevator Repair CONSTRUCTION $143,000.00 Maintenance Task Order Bid TOB-2018-979 of Master Service Contract S-2015-700-1 JA N Digester R Valves Replacement at Plant 2 ENGINEERING $55,054.00 Engineering Task Order Bid TOB-2018-966 of CONTRACTORS INC Master Service Contract S-2015-700-4 SHIMMICK Plant 1 Primary Clarifier Hatch Seal CONSTRUCTION $153,076.00 Operations & Replacement(MP-292) CO INC Maintenance Task Order Bid TOB-2018-976 of Master Service Contract S-2015-700-8 Page 4 d 5 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The items are budgeted in the FY 2018-2019 Annual budget. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 5 of 5 ADMINISTRATION COMMITTEE Meeting Date TOBE.Of Dir. 11/14/18 11/28/18 AGENDA REPORT Item Item Number 6 16 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: CONTRACTED INTERNAL AUDITS TO REVIEW ORANGE COUNTY SANITATION DISTRICT'S PROCUREMENT CARD PROGRAM GENERAL MANAGER'S RECOMMENDATION Receive and file the October 1, 2018 agreed-upon procedures review of the Orange County Sanitation District's Procard program for fiscal years 2015-2016 and 2016-2017 performed by the White Nelson Diehl Evans, Certified Public Accountants. BACKGROUND At the direction of the Administration Committee's Audit Ad Hoc Committee, contracted internal auditors from White Nelson Diehl Evans (WNDE) were engaged by the Orange County Sanitation District (Sanitation District) to apply agreed-upon procedures in reviewing the Sanitation District's purchasing policies and procedures as they relate to purchases utilizing the Procard, including authorizations required to obtain a Procard, records required to substantiate Procard purchases, and authorizations required for purchases. Attached is the Independent Accountant's Report from WNDE along with staffs responses to the auditor's findings and recommendations pertaining to their review. In summary, review of the Procurement Card performed by WNDE resulted in no exceptions. However, WNDE did note seven recommendations. Staff concurred with all recommendations and have completed six remedies to date, with the seventh in progress. These recommendations were subsequently presented to the Audit Ad Hoc Committee. ADDITIONAL INFORMATION Summary of recommendations: 1) Standard Operating Procedures Consistency Add all transaction and monthly limits information to the Procard SOP to be consistent with the Desktop Procedures. The Sanitation District should update the policies, so the two documents agree. District Concurs — Policy and Procedure have been updated. Page 1 of 3 2) Exceptions District should either require Division 230 to follow the Procard SOP List of Exceptions or modify the Procard SOP to include this exclusion. The District concurs and has excluded Division 230 from the List of Exceptions and updated its policies. 3) Furniture Purchase Ambiguity To remove the ambiguity of the definition of office furniture, the District should add some additional language to the Procard SOP that will provide a specific definition of office furniture. The District concurs and has updated its policies and procedures. 4) Reconciliation Process Step 12b of this process describes items that should be uploaded by the Procard user during the monthly reconciliation process. Included in those items are the "receipt and packing slip (if applicable) matching the description". This statement indicates the requirement to electronically attach invoices and packing slips for all purchases. It is recommended that the District require formal invoices for all purchases. The District concurs and has updated its policies and procedures. 5) Reconciliation Process Step 121b describes "receipt and packing slip (if applicable) matching the description". This statement indicates the requirement to electronically attach packing slips for all applicable purchases. During our review, some employees neither attached a packing slip nor indicated a reason for the lack of a packing slip in the expense description. To confirm the receipt of internet orders and to follow the District's policies and procedures, we recommend that employees attach packing slips or indicate a reason for a lack of a packing slip for all internet purchases. The District concurs and has updated its policies and procedures. 6) Acronym Use When reviewing the expense descriptions, it was noted that many acronyms are utilized, especially for various conferences and memberships. While it is possible to search for these acronyms on the internet and identify the entity or certification to which it was referring, it did take some time and research. For ease of employees reviewing the Procard purchases made in different Divisions, the District should consider requiring acronyms to be identified in the expense descriptions. The District concurs and has updated its policies and procedures. 7) Auditor Finding/Recommendation — Movie Ticket Purchases There are no guidelines or policies directing the tracking or use of movie tickets. A best practice would be for the District to have policies and procedures regarding the tracking and use of movie tickets. The District concurs, and Finance Staff will assist Human Resources in developing new policies and procedures. Overall, the Audit Ad Hoc Committee concluded that no significant concerns regarding the Procard program were uncovered by agreed-upon procedures performed by WNDE. Page 2 of 3 RELEVANT STANDARDS • Internal auditing conducted, approximately three per year ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Staff Report to Ad Hoc Audit Committee, 'Responses to Agreed-Upon Procedures Review of the Procurement Card (ProCard) Program" • "Agreed Upon Procedures Review— Procard Program" report from WNDE Page 3 d 3 Q October 1, 2018 STAFF REPORT TO: Ad Hoc Audit Committee FROM: Lorenzo Tyner, Assistant General Manager SUBJECT: Responses to Agreed-Upon Procedures Review of the Procurement Card (ProCard) Program On October 1, 2018, White Nelson Diehl Evans (WNDE) issued their report on procedures they performed to review OCSD's use of the Procurement Card (ProCard) Program. Below is a listing of the auditors' findings contained within their report, along with staff responses. 1) Auditor Finding/Recommendation — Standard Operating Procedures Consistency Add all transaction and monthly limits information to the Procard SOP to be consistent with the Desktop Procedures. District should update the policies so the two documents agree. Staff Response — District Concurs Action — Update Policy and Procedure— Completed 2) Auditor Finding/Recommendation — Exceptions District should either require Division 230 to follow the Procard SOP List of Exceptions or modify the Procard SOP to include this exclusion. Staff Response — The District concurs to exclude Division 230 from the List of Exceptions in the Procard SOP. Action — Update Policy and Procedure— Completed OCSD ♦ P.O.Box8127 ♦ Fountain Valley,CA 92728-8127 ♦ (914)%2-2411 Response to Contracted Internal Auditors Report on Search for Fictitious Employees October 1, 2018 Page 2 of 3 3) Auditor Finding/Recommendation — Furniture Purchase Ambiguity To remove the ambiguity of the definition of office furniture, the District should add some additional language to the Procard SOP that will provide a specific definition of office furniture. Staff Response —The District concurs Action — Update Policy and Procedure— Completed 4) Auditor Finding/Recommendation — Reconciliation Process Step 12b of this process describes items that should be uploaded by the Procard user during the monthly reconciliation process. Included in those items are the "receipt and packing slip (if applicable) matching the description". This statement indicates the requirement to electronically attach invoices and packing slips for all purchases. It is recommended that the District require formal invoices for all purchases. Staff Response—The District concurs Action — Update Policy and Procedure— Completed 5) Auditor Finding/Recommendation — Reconciliation Process Step 12b describes "receipt and packing slip (if applicable) matching the description'. This statement indicates the requirement to electronically attach packing slips for all applicable purchases. During our review, some employees neither attached a packing slip nor indicated a reason for the lack of a packing slip in the expense description. To confirm the receipt of internet orders and to follow the District's policies and procedures, we recommend that employees attach packing slips or indicate a reason for a lack of a packing slip for all internet purchases. Staff Response —The District concurs Action — Update Policy and Procedure— Completed 6) Auditor Finding/Recommendation —Acronym Use When reviewing the expense descriptions, it was noted that many acronyms are utilized, especially for various conferences and memberships. While it is possible to search for these acronyms on the internet and identify the entity or certification to which it was referring, it did take some time and research. For ease of employees reviewing the Procard purchases made in different Divisions, the District should consider requiring acronyms to be identified in the expense descriptions. Staff Response—The District concurs Action — Update Policy and Procedure— Completed Response to Contracted Internal Auditors Report on Search for Fictitious Employees October 1, 2018 Page 3 of 3 7) Auditor Finding/Recommendation — Movie Ticket Purchases There are no guidelines or policies directing the tracking or use of movie tickets. A best practice would be for the District to have policies and procedures regarding the tracking and use of movie tickets. Staff Response—The District concurs Action — Pending - Finance Staff will assist Human Resources in developing ORANGE COUNTY SANITATION DISTRICT AGREED-UPON PROCEDURES REVIEW PROCARDPROGRAM FOR FISCAL YEARS 2015-2016 AND 2016-2017 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 fiscal years 2015-2016 and 2016-2017. The District's management is responsible for establishing and maintaining internal controls over the Procard program to ensure appropriate purchases are made in accordance with the District's policies and procedures. 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: 1. We will review the District's purchasing policies and procedures as they relate to purchases utilizing the Procard, including authorizations required to obtain a Procard, records required to substantiate Procard purchases, and authorizations required for purchases. Results: We inspected the following policies and procedures provided by the District: A. Contracts, Purchasing and Materials Management Standard Operating Procedure: Procurement Cardholder Policy 401-1-06,hereafter referred to as the Procard SOP, and B. Purchasing Desktop Procedure, OCSD Procard Administrator Procedures, hereafter referred to as the Desktop Procedures. Summary of Policies and Procedures These policies and procedures included the following elements: • Authorization requirements for an employee to obtain a Procard • Procard dollar limits for single transactions and total monthly transactions by employee category • Authorization requirements for Procard users to exceed the limits noted above, which includes the following: o Email of approval sent by the Division Head to the Procard Administrator o Approval by the Contract, Purchasing, and Material Management Manager - 1 - Results (Continued): Summary of Policies and Procedures(Continued) • Specifically prohibited purchases with a Procard unless approved, in writing, by the Director of Finance and Administrative Services,which included the following: o Travel-related meals and incidentals(represents IRS per diem) o Cash advancements o Tuition reimbursements o Computer hardware or software (except by Division 250, Information Technology) o Office furniture o Fixed asset purchases o Capital equipment o Items currently stocked in the District's warehouses o Facilities maintenance and repair services or parts or supplies o Professional services agreements o Public works contracts or agreements o Items established on an active blanket purchase order • Requirements for each Procard user's monthly reconciliation of the Procard statements utilizing the Procard online software including, but not limited to,the following: o Electronically attaching invoices and packing slips o Completing the expense description that should contain who, what, when, where, and how o Completing the expense account coding • Procedure for the Procard Administrator's (employee in the Contract, Purchasing, & Material Management Division) review of Procard user's monthly reconciliation, which includes verification that appropriate supporting documentation was attached for each transaction and all required data fields were completed by the Procard user We noted that no specific approvals, such as invoice manual or electronic signatures,were required for purchases made utilizing the Procard. We utilized these policies and procedures when performing procedures 2 and 3 below. Differences between the District's Procard SOP and the District's Desktop Procedures During our review of the District's policies and procedures over the Procard program, we noted that the Procard SOP states that Procards have a$5,000 limit per transaction and a$5,000 limit per month (per employee). However, the District's Desktop Procedures states that the standard limits are $5,000 per transaction and $5,000 per month (per employee), but also notes the following exceptions to this policy: • IT staff have a$10,000 single transaction limit and a$50,000 monthly limit • Buyers and Directors have no single transaction limit and a$200,000 monthly limit For the purposes of performing these procedures, we utilized the higher limits noted in the District's Desktop Procedures. To eliminate confusion between the Procard SOP and the Desktop Procedures, we recommend the District update the policies so the two documents agree. -2 - 2. We will review the authorization documents pertaining to Procard issuance and verify all employees who hold a Procard have received the required signatures indicating the appropriate authorization has occurred. Results: Before acquiring a Procard, the user signs the District's Procard agreement, which is required to be approved by the employee's Supervisor, Manager, Division Head, and Contract, Purchasing, and Material Management Manager. A template of the District's Procard agreement is included in Attachment A. Attachment B includes a list of employees and the corresponding single transaction and monthly transaction limits held by District employees as of June 30, 2017. We inspected the authorization documents for all employees included in this listing with no exceptions. In addition, the Procard agreement indicates the single transaction and monthly transaction limits. We compared the limits on the Procard agreement to the limits in the District's Desktop procedures and noted four Procard users that had limits in excess of the District's Desktop procedures. However, these Procard limit overages were approved in accordance with the District's policies and procedures. Therefore, we had no exceptions in performing this procedure. 3. We will select a sample of Procard purchases, based on sample size guidance from the American Institute of Certified Public Accountants (AICPA), and test each purchase for key internal controls related to authorization of Procard purchases. We will also review the purchase for compliance with the District's policies and procedures regarding Procard use. Statistics of Sample Selected We selected 40 monthly Procard statements from each fiscal year for a total sample size of 80 monthly Procard statements. The sample of 40 monthly Procard statements from fiscal year 2015-2016 resulted in testing 231 individual credit card transactions that totaled $88,898. The sample of 40 monthly Procard statements from fiscal year 2016-2017 resulted in testing 345 individual credit card transactions that totaled$116,053. Key Internal Controls and Compliance Items Tested From our review of the District's policies and procedures over Procard usage, noted in step 1, we reviewed the following elements for each item selected: • Compared the single transaction and monthly transaction limits noted in the Desktop Procedures and in the employee's signed Procard agreement to the sample transactions. • Reviewed the goods or services purchased for propriety given the nature of the District's business. • Inspected invoices and packing slips (in the case of internet purchases) that supported the purchase and verified the vendor, amount, and goods or services purchased agreed to the monthly reconciliation performed by the employee and the monthly Procard statement. • Reviewed the expense description included by the Procard user to determine if it was sufficiently description, which, according to the District's Desktop Procedures requires indication of who,what,when, where, and how. • Reviewed the expense account selected for reasonableness given the goods or services purchased. • Verified the purchase was not one of the items specifically prohibited by the District's policies and procedures as noted in procedure 1. - 3 - Key Internal Controls and Compliance Items Tested(Continued) One key control we noted was the Procard Administrator's review of Procard user's monthly reconciliation, which includes verification that appropriate supporting documentation was attached for each transaction and all required data fields were completed by the Procard user. This review is documented electronically in the District's online software. The Procard user prepares the monthly reconciliation and places a checkmark in a box that communicates the transaction is ready for review. Once the Procard Administrator reviews the transaction, they checkmark a box indicating it has been reviewed. Once all transactions have been checked as prepared by the Procard user and reviewed by the Procard Administrator, the file is electronically forwarded to the Finance Division for payment. The electronic file cannot be forwarded to the Finance Division unless all transactions have the box checked as prepared and reviewed, which is an automated control of the software ensuring that all transactions have bene reviewed by the Procard Administrator. Once the file has been forwarded to the Finance Division and the payment has been processed, the screen showing the checkmark for preparation and review is no longer able to be inspected. Therefore, we were unable to inspect the specific electronic checkmark indicating the Procard Administrator's review for the sample selected. This control was considered performed since the electronic file was able to be forwarded to the Finance Division for processing the payment. We did perform a walkthrough with the Purchasing Division and inspected this process occurring on a current credit card transaction. The remainder of this section will address any issues we noted when performing the tests noted on the previous page. Results-Exceptions: Division 230 Excluded from the Procard Policy The District's Procard SOP identifies certain items that cannot be purchased with the Procard as listed in procedure 1, which includes parts and supplies for plant maintenance. During our review of the Procard transactions we noted such purchases made by the Contract, Purchasing, and Material Management Division, Division 230. There were 10 transactions totaling $5,269 noted in fiscal year 2015-2016 and no transactions noted in fiscal year 2016-2017. We inquired with Division 230 if these purchases met the definition of the exception noted in procedure 1 for "facilities maintenance and repair services or parts or supplies". Division 230 notified us that their Division was excluded from the rules of the Procard SOP and, therefore, they could purchase parts and supplies for plant maintenance. However, during our review of the Procard SOP, we did not note an exclusion of Division 230 to these policies and procedures. We recommend the District either require Division 230 to follow the Procard SOP or modify the Procard SOP to include this exclusion. Purchase of Furniture As noted in the procedure 1,Procards cannot to be used for the purchase of office furniture. During our review of the Procard transactions, we noted the purchase of an awards cabinet for the Plant 2 operations reception area in an amount of $598, which appeared to be office furniture. Per our discussion with the Division 230, the awards cabinet is considered minor furniture and not office furniture and is, therefore, allowable by the Procard policies and procedures. To remove the ambiguity of the definition of office furniture, we recommend the District add some additional language to the Procard SOP that will provide a specific definition of office furniture. -4- Results-Exceptions(Continued): Lack of Supporting Documents-Invoices The District's Desktop Procedures, Section C, step 12b describes items that should be uploaded by the Procard user during the monthly reconciliation process. Included in those items are the "receipt and packing slip (if applicable)matching the description". This statement indicates the requirement to electronically attach invoices and packing slips for all purchases. During our review of ProCard purchases, we noted two different circumstances in which an invoice was not attached as support for a purchase: • One employee had two identical purchases from Amazon of $161.70 each that were charged on the same day. We inspected one invoice and one packing slip for one of the purchases, but a second invoice and packing slip was not available for the second purchase. Per our inquiry with the District, there was no refund in future credit card statements for the second charge of$161.70. We were unable to inspect the supporting documentation for the second charge. • One employee made a purchase from Orange County Fast Print for$845.84 for vehicle inspection books for the collections Division. The support for this charge was an email from the vendor containing a quote for the purchase; however, a formal invoice from the vendor was not obtained and retained in the District's records. This purchase also did not contain a packing slip to verify receipt of the goods. We recommend the District require formal invoices for all purchases. Results -Observations: General Overall Comment Regarding Expense Descriptions The Desktop Procedures require that expense descriptions include who, what, when, where, and how. We did note that all of these items were well documented for purchases that could be considered more sensitive and subject to scrutiny, such as training registrations and purchases for District events and meetings; however, most descriptions for other purchases do not include all of these items. When considering the divisions making the purchases and the items purchased, it may not be necessary to include all of the elements of who, what, when, where, and how in order for the description to be sufficient as noted in some of the more significant areas below. The Information Technology Division often purchases various parts and licenses and do not indicate for whom these items are for or how the items are to be used. Considering that various users could benefit from licenses and parts could be used for various employees, including whom or how the items are to be used may not be necessary. The Plant Operations 1 and 2 Divisions purchase parts and supplies for plant operations maintenance and often did not include where the item was utilized (for which piece of equipment). When taking into account the Division is Plant Operations 1 or 2, this may be sufficient to describe the location. - 5 - Results-Observations(Continued): General Overall Comment Regarding Expense Descriptions(Continued) Another example is when various supplies are purchased for a Division, such as spoons, forks, and other miscellaneous items and how these items would be used for business purposes was not included in the expense description. Given the nature of the items purchased, it could be assumed that they are for employee use in break rooms or kitchens and the how may be self-explanatory. In addition, when reviewing the expense descriptions we noted that many acronyms are utilized, especially for various conferences and memberships. While we were able to search for these acronyms on the intemet and identify the entity or certification to which it was referring, it did take some time and research. For ease of employees reviewing the Procard purchases made in different Divisions, the District should consider requiring acronyms to be identified in the expense descriptions. Movie Tickets for the Benefit of Employees During our review of the ProCard transactions we noted the District purchases discounted movie tickets for the benefit of employees to procure these at the cost to the District and to be distributed for award purposes. In the sample selected, we noted six purchases of bulk movie tickets that totaled$8,914(for 1,020 movie tickets). Per our inquiry with the District, there are no guidelines or policies directing the tracking or use of movie tickets. A best practice would be for the District to have policies and procedures regarding the tracking and use of movie tickets. Lack of Supporting Documents- Packing Slips The District's Desktop Procedures, Section C, step 12b describes items that should be uploaded by the Procard user during the monthly reconciliation process. Included in those items are the "receipt and packing slip (if applicable)matching the description". This statement indicates the requirement to electronically attach packing slips for all applicable purchases. During our review of ProCard purchases, we noted that some employees were diligent in either attaching a packing slip for intemet orders or including a reason for a lack of a packing slip in the expense description. However, some employees neither attached a packing slip nor indicated a reason for the lack of a packing slip in the expense description. We noted 151 intemet purchases that did not have packing slips electronically attached or contain a reason for the lack of a packing slip in the expense description. To confirm the receipt of intemet orders and to follow the District's policies and procedures, we recommend that employees attach packing slips or indicate a reason for a lack of a packing slip for all intemet purchases. Summary of Results and Disclaimer To our knowledge, an external review of the Procard program has not been performed prior to this engagement. We have no significant concerns regarding the Procard program. The items we noted in this report are ways to provide clarification to existing policies and procedures and to improve a program that already contains good processes and controls. - 6- Summary of Results and Disclaimer(Continued) 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 Procard program. 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. 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. Irvine, California October 1,2018 - 7 - ORANGE COUNTY SANITATION DISTRICT AGREED-UPON PROCEDURES REVIEW PROCARDPROGRAM FOR FISCAL YEARS 2015-2016 AND 2016-2017 ATTACHMENT A PROCARD USER AGREEMENT PROCEDURE#2 Orange County Sanitation District Employee Procurement Card Agreement 1. This agreement outlines the responsibilities I have as a holder of Orange County Sanitation District's(OCSD)Procurement Card (Procard). 2. 1 understand that the Procard is intended to facilitate the purchase and payments of goods and services for the conduct of OCSD business, and is not for my personal use. 3. 1 understand that I will be responsible for the use of my Procard as outlined in the Contracts,Purchasing and Materials Management Standard Operating Procedure(SOP)and misuse of the Procard,on my part,is grounds for(a)disciplinary measures that may include termination and/or legal action, (b)permanent revocation of the Procard,and/or(c)direct payroll deduction for any unauthorized or personal charges made on the Procard. 4. 1 understand that all charges will be billed directly to and paid directly by OCSD. I understand that-JPMorgan Chase, NA cannot accept any payment from me directly. 5. 1 understand the Procard is issued in my name. I will not loan my Procard or Procard number to anyone else. I understand my assigned Procard shall not leave OCSD premises unless utilizing card for District business. I understand that failure to adhere to this requirement will result in removal of the card. 6. 1 understand that the Procard is the property of the OCSD and,therefore, I may be periodically required to comply with internal control procedures designed to protect OCSD assets. This may include being asked to produce the Procard to verify its existence and providing assistance in an audit review of its use. 7. 1 understand that I will receive a statement of purchase activity for the statement period. I am responsible for all charges on the Procard(but not for payment),and I will resolve any discrepancies by either contacting the merchant/supplier or-JPMorgan Chase, NA. I understand that I will be required to(i)obtain and retain a copy of the cash register receipt or packing slip, (ii)verify the receipt against the statement,(111)reconcile online and upload all receipts/packing slips for each transaction for the Procard Administrator,or designated staff member,as determined by the Procard Administrator's review. 8. 1 agree to code charges to budget accounts consistent with the types of purchases authorized by the managers)for those budget accounts. If by doing so,additional budget authorization becomes necessary, I understand that I am responsible for obtaining any additional budgetary authorization BEFORE the completion of monthly reconciliation. 9. 1 understand that the Procard must be surrendered if requested by OCSD for any reason and/or upon my termination of employment from OCSD,or change of Division/Department. My signature below indicates that my Supervisor,Manager, Department Head and I have read and understand my responsibilities as a Procard holder, and that I agree to adhere to the guidelines established for the program as outlined in the Financial Management Policy and Procedures, Procard Instruction Manual and this agreement. I also agree to be responsible for my Procard use(as intended by OCSD)and authorize OCSD to deduct charges resulting from my misuse of the Procard,from my paycheck. Employee Name Depf/Div: (Please Print) Employee Signature Date Supervisor Name Depf/Div: (Please Print) Supervisor Signature Date Manager Name Dept/Div: (Please Print) Manager Signature Date Dept. Head Name Dept/Div: (Please Print) Dept. Head Signature Date Purchasing Manager Name Depf/Div: (Please Print) Purchasing Manager Signature Date 'NTE Transaction Limit: $5,000.00 `NTE Monthly Limit: $5,000.00 'In accordance with OCSD's Procurement Card (Procard)Program Policy. Eff: 11/5/2015 ORANGE COUNTY SANITATION DISTRICT AGREED-UPON PROCEDURES REVIEW PROCUREMENT CARD(PROCARD)PROGRAM FISCAL YEAR 2015-2016 AND 2016-2017 ATTACHMENT LIST OF EMPLOYEES AND PROCARD LIMITS PROCEDURE p2 The following employees held ProCards during fiscal year 2015-2016 and 2016-2017 and had the following limits as of June 30,2017: Single Tu nsinfit. Employee Title Division Monthly Limit Limit Executive Assismm Administrative Services 5,000 5,000 Office Assistant Board Services 5,000 5,000 Administrative Assistant Civil&Mechanical Engineering 5,000 5,000 Administrative Assistant Civil&Mechanical Engineering 5,000 5,000 Office Assistant Collection Facilities O&M 5,000 5,000 Materials Control Supervisor Contract,Purchasing,&Material Management 200,000 - Buyer Contract,Purchasing,&Material Management 200,000 - Buyer Contract,Purchasing,&Material Management 200,000 - Administrative Assistant Contract,Purchasing,&Material Management 5,000 5,000 Purchasing Supervisor Contract,Purchasing,&Material Management 200,000 - Senior Buyer Contract,Purchasing,&Material Management 200,000 - Senior Buyer Contract,Purchasing,&Material Management 200,000 - Buyer Contract,Purchasing,&Material Management 200,000 - Contract/Purchasing Assistant Contract,Purchasing,&Material Management 5,000 5,000 Director of Environmental Svcs Environmental Services - " 2,000 Executive Assistant Environmental Services 5,000 5,000 Lead Mechanic Fleet Services 5,000 5,000 General Manager General Management - ' 2,000 Secretary to General Manager Geneml Management 5,000 5,000 Human Resources Assistant Human Resources 10,000 - 10,000 Prop.Assistant Information Technology 50,000 10,000 Administrative Assistant Information Technology 50,000 10,000 Administrative Assistant Laboratory&Ocean Monitoring 5,000 5,000 Administrative Assistant Plant 1 Operations 5,000 5,000 Administrative Assistant Plant 2 Maintenance 5,000 5,000 Administrative Assistant Plant 2 Operations 5,000 5,000 Administrative Assistant Project Management Office 5,000 5,000 Public Aff nits Supervisor Public Affairs 5,000 5,000 Administrative Assistant Public Affairs 10,000 " 5,000 Administrative Assistant Resource Protection 5,000 5,000 Administrative Assistant Risk Management/Safety/Security 5,000 5,000 Occupational Health Nurse Risk Management/Safety/Security 5,000 5,000 * The limit exceeding the thresholds included in the District's"Purchasing Desloop Procedure:OCSD PmCard Administrator Procedures" was approved in accordance with the District's"Contracts,Purchasing and Materials Management Standard Operating Procedure(SOP): Procurement Cardbolder Policy"401-1-06 as follows: Approval by Contract,Purchasing,and Employee Title Approval by Division Head Material Management Manager Director of Environmental Svcs Director of Environmental Svcs Yes General Manager General Manager Yes Human Resources Assistant Director of Human Resources Yes Administrative Assistant Assistant General Manager Yes ADMINISTRATION COMMITTEE Meeting Date TOBE.Or Dk. 11/14/18 11f28/18 AGENDA REPORT Item Item Number 6 17 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR) FOR THE YEAR END JUNE 30, 2018 GENERAL MANAGER'S RECOMMENDATION Receive and file the Orange County Sanitation District's Comprehensive Annual Financial Report for the year ended June 30, 2018, prepared by staff and audited by Macias Gini & O'Connell LLP (MGO), Certified Public Accountants, along with the following reports prepared by MGO: A. Report to the Board of Directors; and B. Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets. BACKGROUND The Comprehensive Annual Financial Report (CAFR) for the year ended June 30, 2018 is enclosed for the Committee's consideration. Included within the report are the Orange County Sanitation District's financial statements for the year ended June 30, 2018, along with the Independent Auditor's Report that includes their unmodified opinion. RELEVANT STANDARDS • Produce appropriate financial reporting - Annual financial report and audit letter ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Report to the Board of Directors • Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets • Comprehensive Annual Financial Report for the Year Ended June 30, 2018 (separately bound document& separate electronic file) • Staff& Auditor's Presentations from November 14, 2018 Administration Committee Meeting Page 1 d 1 Cert ed Account Public Accountants November 5,2018 To the Board of Directors Orange County Sanitation District 10844 Ellis Avenue Fountain Valley,California We have audited the basic financial statements of the Orange County Sanitation District(the District) for the year ended June 30, 2018. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter to you dated June 6, 2018. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Matters Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the District are described in Note 1 to the basic financial statements. As described in Note 1 to the basic financial statements, the District implemented GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions (OPi The implementation of GASB No. 75 resulted in a restatement of net position as of July 1, 2017, as listed in Note 9 to the basic financial statements. Our opinion was not modified with respect to this matter. In addition,the District implemented GASH Statement No. 81,Irrevocable Split Interest Agreements;GASB Statement No. 85, Omnibus 2017; and GASB Statement No. 86, Certain Debt Extinguishment Issues. However, implementation of these Standards did not materially impact the District.The District also early adopted GASB Statement No. 89,Accounting for Interest Cost Incurred before the End of a Construction Period. Implementation of GASB Statement No. 89 resulted in a higher interest expense on the District's Statement of Revenues, Expenses and Changes in Net Position for the year ended June 30, 2018. The application of existing policies was not changed during 2018. We noted no transactions entered into by the District during the year for which there is a lack ofauthoritative guidance or consensus.All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the District's financial statements were, • Valuations of actuarially determined contributions, deferred outflows of resources, deferred inflows of resources, and net pension liability for the District's employee pension plan and additional retiree benefit account plan are based on actuarial calculations, which incorporate actuarial methods and assumptions adopted by the Board of Directors. Macias Gini&O'Connell LLP 0675 MacMM1ur CouR SuRe 600 Ncacc1 Bea`ic Ca91660 www.mgocpa.com I • Valuations of actuarially determined contributions, deferred outflows of resources, deferred inflows of resources, and net OPEB liability for the District's employee OPEB plan are based on actuarial calculations,which incorporate actuarial methods and assumptions adopted by the Board of Directors. • Management's estimates of workers' compensation and general liability are based on reports prepared by third party actuarial valuations. We evaluated the key factors and assumptions used to develop the estimate liability in determining that they we reasonable in relation to the financial statements taken as a whole. • Management's estimate of the allowance for uncollectible accounts receivable is based on evaluating individual customer accounts receivable at least one year past due and considering the customer's financial condition,credit history and current economic conditions. • Management's estimate of depreciation is based on the useful-lives of the capital assets. We evaluated the key factors and assumptions used to develop the useful-lives of the capital assets in determining that it is reasonable in relation to the financial statements taken as a whole. • Fair values of investments are based on quoted market prices or significant other observable inputs from independent published sources.We evaluated the key factors and assumptions used to develop the fair value of investments in determining that it is reasonable in relation to the financial statements taken as a whole. Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the financial statements were: • The disclosure of net pension liability and OPEB benefits in Note 5 and 6 to the financial statements, respectively,are based on actuarial valuations. • Transactions with Irvine Ranch Water District—Revenue Area No. 14 as disclosed in Note 7. • Restatement-Adoption of New Accounting Standard as disclosed in Note 9. The financial statement disclosures me neutral,consistent, and clear. Difficulties Encountered in Performing the Audit We encountered no difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit,other than those that are trivial,and communicate them to the appropriate level of management.There were no misstatements detected as a result of audit procedures and corrected by management which were material,either individually or in the aggregate,to the financial statements taken as a whole. Disagreements with Management For purposes of this letter,a disagreement with management is a financial accounting,reporting,or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor's report. We are pleased to report that no such disagreements arose during the course of our audit. 2 Management Representations We have requested certain representations from management that are included in the management representation letter dated October 29,2018. Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters,similar to obtaining a"second opinion"on certain situations.If a consultation involves application of an accounting principle to the District's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the District's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to the Management's Discussion and Analysis, Schedule of Proportionate Share of Net Pension Liability (Asset) — OCERS Pension Plan, Schedule of District Contributions —OCERS Pension Plan, Schedule of Total Pension Liability —Additional Retiree Benefit Plan, Schedule of Changes in Total Pension Liability-Additional Retiree Benefit Plan, Schedule of Total OPEB Liability — Post Employment Medical Benefits Plan, and Schedule of Changes in Total OPEB Liability—Post Employment Medical Benefits Plan,which are required supplementary information(RSI) that supplements the basic financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries,the basic financial statements,and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI. We were engaged to report on the"Combining Area"financial statements,which accompany the financial statements but are not RSI. With respect to this supplementary information,we made certain inquiries of management and evaluated the form, content,and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements.We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. We were not engaged to report on the introductory and statistical sections,which accompany the financial statements but are not RSI. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. 3 Restriction on Use This information is intended solely for the information and use of the Board of Directors and management of the District and is not intended to be,and should not be,used by anyone other than these specified parties. Very truly yours, i Newport Beach, California 4 Orange County Sanitation District Independent Accountant's Report on Applying Agreed-Upon procedures Related to Appropriations Limit Calculation Year Ended June 30,2018 O Certified Public Accountants Certified Public Accountants Independent Accountant's Report on Applying Agreed-Upon Procedures To the Honorable Members of the Board Orange County Sanitation District We have performed the procedures enumerated below to the accompanying Appropriations Limit Worksheet of the Orange County Sanitation District(the District)for the year ended June 30,2018.These procedures, which were agreed to by the District and the League of California Cities (as presented in the publication titled Agreed-Upon Procedures Applied to the Appropriations Limitation Prescribed by Article )GII-B of the California Constitution), were performed solely to assist the District in meeting the requirements of Section 1.5 of Article XIII-B of the California Constitution.The District's management is responsible for the accompanying Appropriations Limit Worksheet.The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently,we make no representation 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 our findings are as follows: 1. We obtained the completed worksheets setting forth the calculations necessary to establish the District's appropriations limit and compared the limit and annual adjustment factors included in those worksheets to the limit and annual adjustment factors that were adopted by resolution of the District Board of Directors.We also compared the population and inflation options included in the aforementioned worksheets to those that were selected by a recorded vote of the District Board of Directors. Finding:No exceptions were noted as a result of our procedures. 2. For the accompanying Appropriations Limit Calculation, we added Line A, last year's limit, to Line E,total adjustments,and compared the resulting amount to Line F, current year's limit. Finding:No exceptions were noted as a result of our procedures. 3. We compared the current year information presented in the accompanying Appropriations Limit Calculation to the appropriate supporting calculations described in item I above. Finding:No exceptions were noted as a result of our procedures. 4. We compared the prior year Appropriations Limit presented in the accompanying Appropriations Limit Calculation to the prior year Appropriations Limit adopted by the Board of Directors for the prior year. Finding:No exceptions were noted as a result of our procedures. Macias Gin&O'Connell LLP 0675 MacMM1ur CouR SuRe 600 Npxpoh Bearl,G91660 www.mgocpa.com I 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 accompanying Appropriations Limit Calculation of the District. 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.No procedures have been performed with respect to the determination of the appropriations limit for the base year, as defined by Article XIII-B of the California Constitution. This report is intended solely for the information and use of the Board of Directors and management of the District, and is not intended to be, and should not be, used by anyone other than these specified parties. However,this report is a matter of public record and its distribution is not limited. r 1�;O4 Gk• Cc �l Newport Beach,California October 29,2018 2 Orange County Sanitation District Appropriations Limit Calculation Year Ended June 30,2018 Amount Source A. Last year's limit $ 101,768,666 B. Adjustment factors: 1. Population change 1.00450000 State Finance 2. Per capita change 1.03690000 State Finance Total adjustments I(B.1 x B.2)-1.01 0.04156605 C. Annual adjustment 4,230,121 (BxA) D. Other adjustments: 1. Lost responsibility(-) - 2. Transfer to private(-) - 3. Transfer to fees (-) - 4. Assumed responsbility(+) Subtotal E. Total adjustments 4,230,121 (C+D) F. This year's Imtit $ 10519981787 (A+E) 3 Comprehensive Annual Financial Report For the Year Ended June 30, 2018 o iv SAN,,. Presenter: Lina Hsiao N P Accounting Supervisor 9� �2 t�NC THE SMd\Q Comprehensive Annual Financial Report (CAFR) • Important to bond rating agencies and investors • Meets GFOA's Excellence Award Standard • Fully explains the financial operations of OCSD • Prepared for the 2Sth consecutive year Financial Measurements Change in Net Position FinancialPosition Available Change in Spending Cash and Investments Resources Financial Change in Costs Performance Net Position Increased $ 153. 6 Million (in millions) Percentage Increase Increase 2018 2017 (Decrease) (Decrease) Assets Current & Other Assets $750.1 M $ 610.4 M $ 139.7 M 22.9 % Capital Assets, Net 2,626.0 M 2,603.4 M 22.6 M 0.9 % Deferred Outflows 83.9 M 74.6 M 9.3 M 12.7 % Total Assets/Def. Outflows $3,460.0 M $3,288.4 M $ 171.6 M 5.2 % Liabilities Current Liabilities $117.7 M $ 99.4 M $ 18.3 M 18.4 % Noncurrent Liabilities 1,083.3 M 1,118.1 M (34.8 M) -3.1 % Deferred Inflows 64.2 M 29.7 M 34.5 M 116.6 % Total Liab./Def. Inflows $1,265.2 M $ 1,247.2 M $ 18.0 M 1.4 % Net Position Net Investment in Capital Assets $1,568.1 M $ 1,504.9 M $ 63.2 M 4.2 % Unrestricted 626.7 M 536.3 M 90.4 M 16.8 % Total Net Position $2,194.8 M $ 2,041.2 M $ 153.6 M 7.5 % Net Position Increased $ 153.6 Million Over the Prior Year + $122.7 M Prior Year Change in Net Position + 5.9 M Increase in Property Taxes + 4.2 M Increase in Service Charges & Fees Source + 1.7 M Increase in CFCC )f Funds - 17.5 M Decrease in Contribution from Other Government - 1.9 M Decrease in Other Revenue + 42.4 M Decrease in Non-operating Expense Use of + 4.7 M Decrease in Operating Costs Funds - 7.6 M Decrease in Beginning Net Position (GASB 75) 1.0 M Increase in Depreciation & Amort. + $153.6 M Increase in Net Position over the Prior Year Change in Net Position - Last 5 Years +$153.6 M +$156.7 M +$122.7 M +$121 .6 M -$60.5 M $1,822 M $1,762 M $1,919 M $2,041 M $2,195 M FY 13-14 FY 14-15 FY 15-16 FY 16-17 FY 17-18 Cash and Investments Increase $ 169 .4 Million Over Prior Year Percentage (Decrease) Increase i i D . Cash and Cash $140.9 M $94.4 M $46.5 M 49.2 % Equivalents Investments 539.5 M 416.6 M 122.9 M 29.5 % Total $680.4 M $511.0 M $169.4 M 33.1 % Cash and Investments Increased $ 169 .4 Million Cash Provided by: $220.6 M Net Operating Activities 94.3 M Property Tax Revenues 20.5 M SARI Line Project Reimbursements 18.0 M CFCC Fees 7.4 M Interest received 3.4 M Contribution from other governments -5.7 M Unrealized Loss on Investments $ 358.5 M Cash Provided Cash and Investments Decreased Cash Used by: $ 169 .4 Million (cont'd) $112.8 M Net Capital Outlay 44.2 M Debt Interest Payments 32. 1 M Debt Principal Payments $ 189.1 M Cash Used Net incr. = $169.4 M Collection , Treatment and Disposal Cost - Two-Years Comparison in millions 6 30 2018 6/30 2017 Incr. Decr % Personnel Cost $84.0 M $S 1.6 M $(7.6 M) -8.2% Contr. & Prof. Svc. 28.4 M $ 7.2 M 1.2 4.2% Materials & Supplies 16.0 M 4.9 M 1.1 M 7.69/c Repairs & Maint. 18.1 M 14.8 M 3.3 22.19/c Utilities 7.3 M 5.1 M 1.2 19.29/c Other 7.3 M 5.3 M 1.0 16.4% Cost Allocation (21.7 M) ( 0.1 M) (1.6 M) 7.8% Total Oper. Expense $139.4 M $140.8 M $(1. M) -0.9% Collection , Treatment and Disposal Cost - Comparison of Budget to Actual For the Year Ended June 30, 2018 Before Cost Allocation to CIP : Budget $ 171.3 M 100.0 % Actual 161.2 M 94. 1 % --------------------- ------------ Under (Over) Budget $ 10. 1 M 5.9 % Auditor 's Report Unmodified opinion on Financial Statements No report on Internal Controls as no material weaknesses or significant deficiencies were uncovered . Questions ? November 14 , 2018 Administration -' Committee ' 1 Ora Sand D bict do 1 PRESENTED BY Peter S. George, CPA Client Service Partner T: (949) 296-4303 E: pgeorge@mgocpa.com ` 4675 MacArthur Court, Suite 600 O Newport Bch, CA 92660 i _ eoodnt x Prt lic III I Accountants II _ anew breed AgendaMPP of professional se rvices firm • Introductions • Our Audit Responsibilities • Deliverables • Required Communications to the Administration Committee • Questions? A new breed of P servi esss firm Our Responsibilities M99 • Perform an audit of the District's financial statements as of and for the year ended June 30, 2018. • The objective of an audit of financial statements is to express an opinion that the financial statements are in accordance with Accounting Principles Generally Accepted in the United States of America (GAAP). • The audit is performed in accordance with auditing standards generally accepted in the United States of America. • Those standards require that we plan and perform the audit to obtain reasonable, rather than absolute, assurance about whether the District's financial statements are free of material misstatement whether caused by fraud or error. 2 Anew breed Deliverables of professional T4P6 A�pr�A� servl<es Flrm • Unmodified opinion on the District's basic financial statements included in the Comprehensive Annual Financial Report — GFOA submission • U.S. Bank debt covenant compliance opinion • Union Bank debt covenant compliance opinion • Southern California Edison tangible net worth calculation agreed- upon procedures report • GANN Limit Calculation agreed-upon procedures report • Communications to the Administration Committee including summary of audit results for the District 3 Anew breed of Auditor's Communication with the Tm��nv,cc.� smiceessional servl<es firm Administration Committee • Auditor's responsibility under professional standards. • Accounting practices — adoption of or changes in accounting policies, alternative treatments — GASB Statement No. 75, Accounting & Financial Reporting for Postemployment Benefits Other Than Pensions and GASB Statement No. 89, Accounting for Interest Cost Incurred before the End of a Construction Period. • There were no auditor or management proposed adjustments or reclassifications made to the financial statements. • There were no uncorrected misstatements related to current year. • There were no difficulties encountered in performing our audit. • There were no disagreements with management. • Management representations were provided to us. • There were no consultations with other accountants. • There were no major issues encountered during the fiscal year that were a condition to our retention as auditors. • There were no material weaknesses or significant deficiencies noted for FY 17/18. 4 Questions? Anew breed of professional services firm ADMINISTRATION COMMITTEE Meeting Dare TOBd.of Dir. 11/14/18 11l18/18 AGENDA REPORT Item Item Number 7 IB Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: CONSOLIDATED FINANCIAL REPORT FOR FIRST QUARTER ENDED SEPTEMBER 30, 2018 GENERAL MANAGER'S RECOMMENDATION Receive and file the Orange County Sanitation District First Quarter Financial Report for the period ended September 30, 2018. BACKGROUND Included in this consolidated report are the following quarterly financial reports for the period ended September 30, 2018: First Quarter Budget Review The Budget Review Summary provides the Directors, staff, and general public with a comprehensive overview of the financial results of the Orange County Sanitation District (Sanitation District) through the first quarter ended September 30, 2018. • Quarterly Treasurer's Report This section reports on financial portfolio performance with respect to the Sanitation District's funds. Both Long-Term and Liquid Operating Monies Portfolios are summarized. A performance summary table can be found on page 2 of this section. The report also contains information on the U.S. and global economic outlook from the Sanitation District's investment manager, Chandler Asset Management. • Certificates of Participation Quarterly Report The report includes a summary of each outstanding debt issuance and a comparative chart illustrating the COP rate history. RELEVANT STANDARDS • Quarterly financial reporting ADDITIONAL INFORMATION The quarterly treasurer's report contained within the Consolidated Financial Reports for the First Quarter Ended September 30, 2018 is being submitted in accordance with the Sanitation District's investment policy that requires the report be submitted to the governing body following the end of each quarter and includes the following information: Page 1 of 3 Performance results in comparison with the ICE BAML 3-month treasury bill index for the liquid operating portfolio; and the ICE BAML Corp./Govt. 1-5 Year Bond index for the long-term portfolio as identified in the investment policy; and the time-weighted total rate of return for the portfolio for the prior three months, six months, nine months, twelve months, and since inception compared to the Benchmark returns for the same periods: Portfolio Performance Summary As of September 30,2018 Liquid Operating Monies(%) Long-Tenn Operating Monies(%) Total Rate of Total Rate of Return Benchmark Return Benchmark 3 Months 0.52 0.49 0.27 0.20 6 Months 0.97 0.95 0.52 0.37 9 Months 1.32 1.30 0.19 -0.08 12 Months 1.61 1.59 -0.05 -0.40 Annualized Since inception 30 Nov 2014 0.76 0.66 0.90 0.78 • A listing of individual securities held at the end of each reporting period (see the detailed listings of each security contained within the report). • Cost and market values of the portfolios: Liquid Operating Long-Term Cost $74.8 M $467.2 M Market Value $75.2 M $462.1 M • Modified duration of the portfolio compared to Benchmark: Liquid Operating Long-Term District Policy < 0.50 < 5.00 Benchmark 0.16 2.54 Portfolio 0.22 2.37 • Dollar change in value of the portfolio for a one-percent (1%) change in interest rates: Liquid Operating - $164,600 Long-Term - $107953,640 • None of the portfolios are currently invested in reverse repurchase agreements. • The percent of the Liquid Operating Monies portfolio maturing within 90 days: 48.8% Page 2 of 3 • Average portfolio credit quality: Liquid Operating —AA+/Aa1 Long-Term —AA/Aal • Percent of portfolio with credit ratings below "A" by any rating agency, and a description of such securities: Liquid Portfolio— no exceptions Long-Term Portfolio— Percent of portfolio— 0.7% Cost Maturity Date Moody S&P Fitch SLMA 2008-9 A $ 26,770.35 4/25/2023 Baa3 A B AMRESCO Residential Securities 1999-1 $ 100,432.85 6/25/2029 Not Rated A+ BBB Morgan Stanley Note $3,200,848.00 7/28/2021 A3 BBB+ A • All investments are in compliance with this policy and the California Government Code, except for the following Lehman Brother holdings that the Sanitation District is pursuing collection through the bankruptcy court: Lehman Brothers Note-Defaulted $ 600,000 par value purchased 9/19/2008 Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008 • Sufficient funds are available for the Sanitation District to meet its operating expenditure requirements for the next six months. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Consolidated Financial Report for the First Quarter Ended September 30, 2018 (separate electronic file) Page 3 of 3 LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE " S1118ce Till/28/18r AGENDA REPORT Item Item Number 2 19 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Jennifer Cabral, Public Affairs Supervisor SUBJECT: LEGISLATIVE CONSULTANTS GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreementwith Townsend Public Affairs, Inc. for State Legislative Services, Specification No. CS-2018-97013D, for the period of January 1, 2019 through December 31, 2021 at a monthly rate of$6,000 per month and not to exceed $72,000 per year, with (2) one-year renewal options. B. Approve a Professional Services Agreement with ENS Resources for Federal Legislative Services, Specification No. CS-2018-971BD, for the period of January 1, 2019 through December 31, 2021 at a monthly rate of$7,700 per month and not to exceed $92,400 per year, with (2) one-year renewal options. BACKGROUND The legislative consultants provide advocacy services on behalf of the Orange County Sanitation District (Sanitation District) in D.C. and Sacramento. The consultants serve as a liaison and lobby on matters that could benefit or adversely affect the Sanitation District or the industry as a whole. RELEVANT STANDARDS • Maintain influential legislative advocacy and a public outreach program • Build brand, trust, and support with policy makers and community leaders • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM At the State and Federal level, there are hundreds of bills that we track and monitor that could have an impact to the Sanitation District or to our industry. Having an active legislative advocacy program positions the Sanitation District for future funding. This includes having a voice in setting good governance, playing defense on bills that could impact the Sanitation District's ability to serve our public, and positions the Sanitation District as an industry leader. Page 1 of 4 PROPOSED SOLUTION The Sanitation District needs to have a voice at the State and Federal level. With the proposed contracts, the Sanitation District will have representation in D.C. and Sacramento. At the direction of the Legislative and Public Affairs Committee, staff issued a request for proposal (RFP) for professional services for Federal and State lobbying services. An RFP for each service was issued via Planet Bids to a total of 53 firms representing clients in Sacramento and Washington D.C. and four submitted responses (one Federal firm and three State firms). PROPOSAL TABULATION STATE The following is a list of the firms that submitted a responsive proposal: COMPANY NAME PROPOSAL Edelstein, Gilbert, Robson & Smith, LLC $7,500/month $90,000 per ear Joe A. Gonsalves & Son $5,000/month $60,000 per ear Townsend Public Affairs, Inc. $6,000/month $72,000 per ear EVALUATION On September 5, 2018, the buyer met with pre-selected members of the evaluation committee to discuss the policies and procedures for the evaluation process. The members of the evaluation committee consisted of the following staff: NAME TITLE Rater A Public Affairs Supervisor Rater B I Director of Environmental Services Rater C I Assistant General Manager Individual scoring was the chosen method of evaluation for this procurement. Members of the committee performed an independent review of the proposals and later met as a group with the buyer to discuss their preliminary scores and any questions/concerns they had. Proposals were evaluated based on the following per determined criteria: CRITERION WEIGHT Qualifications & Experience of Firm 20% Proposed Staffing & Project Organization 20% Work Plan 30% Presentation 10% Cost 20% Page 2 d 4 All proposals were accompanied by a sealed cost proposal, none of which were opened until all proposals were evaluated and a fine was selected. Below are the proposal evaluation results: Edelstein, Gilbert, Joe A. Gonsalves & Townsend Public Evaluator Robson & Smith, Son Affairs, Inc. LLC 1 470/ Rank 2 360/ Rank 3 560/ Rank 1 2 5601 Rank 2 360/ Rank 3 620/ Rank 1 3 5101 Rank 2 390/ Rank 3 570/ Rank 1 TOTAL WEIGHTED SCORE 513.33 / Rank 2 370.00 / Rank 3 583.33/ Rank 1 (Points)/ RANKING AWARD CONCLUSION Based on these results, staff recommends awarding the Contract to Townsend Public Affairs, Inc. The term of this Contract will begin January 1, 2019 through December 31, 2021, with (2) one-year renewal options. PROPOSAL TABULATION FEDERAL The following is a list of the firms who submitted a responsive proposal: COMPANY NAME PROPOSAL ENS Resources, Inc $7,700/month $92,400per ear EVALUATION On September 5, 2018, the buyer met with pre-selected members of the evaluation committee to discuss the policies and procedures for the evaluation process. The members of the evaluation committee consisted of the following staff: NAME TITLE Rater A Public Affairs Supervisor Rater B Director of Environmental Services Rater C Assistant General Manager Individual scoring was the chosen method of evaluation for this procurement. Members of the committee performed an independent review of the proposals and later met as a group with the buyer to discuss their preliminary scores and any questions/concerns they had. Proposals were evaluated based on the following criteria: Page 3 of 4 CRITERION WEIGHT Qualifications & Experience of Firm 20% Proposed Staffing & Project Organization 20% Work Plan 30% Presentation 10% Cost 20% All proposals were accompanied by a sealed cost proposal, none of which were opened until all proposals were evaluated and a firm was selected. Below are the proposal evaluation results: Evaluator ENS Resources Inc. 1 630 / Rank 1 2 650 / Rank 1 3 625 / Rank 1 TOTAL WEIGHTED SCORE 635 / Rank 1 Points / RANKING AWARD CONCLUSION Based on these results, staff recommends awarding the Contract to ENS Resources, Inc. The term of this Contract will begin January 1, 2019 through December 31, 2021, with (2) one-year renewal options. RAMIFICATIONS OF NOT TAKING ACTION If we do not obtain a Federal and State lobbyist, we will not have the representation in D.C. or Sacramento. This could also affect chances of receiving grant funding and limit the Sanitation District's ability to be a voice as an industry leader. ADDITIONAL INFORMATION The Sanitation District currently holds a contract with ENS Resources for Federal advocacy and Townsend Public Affairs for State advocacy services. These contracts expire on December 31, 2018. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in FY 2018-19 and 2019-20 budget. (Line item: Section 6, Page 12). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Agreements for State and Federal Lobbyists Page 4 of 4 PROFESSIONAL CONSULTANT SERVICES AGREEMENT State Lobbyist Specification No. CS-2018-97OBD THIS AGREEMENT is made and entered into as of the dale 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 Townsend Public Affairs, Inc. with a principal place of business at 1401 Dove Street, Suite 330, Newport Beach, CA 92660 (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 State of California advocacy services "Services" as described in Exhibit "A"; and WHEREAS, Consultant submitted its Proposal, dated August 21, 2018; and WHEREAS, on November 28, 2018,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-52; 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. 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. 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. Orange County Sanitation District 1 Of 10 Specification No. CS-2018-97OBD Version 032018 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 Friday 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: The work required under this Agreement may include normal business hours, evenings, and weekends. 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. Scope 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 monthly amount not to exceed Six Thousand Dollars ($6,000.00) for a total amount not to exceed Two Hundred Sixteen Thousand Dollars ($216,000.00). 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. 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. Orange County Sanitation District 2 of 10 Specification No. CS-2018-97OBD Version 032018 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 Consultant shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in 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 APStaffO.00SD.com and "INVOICE" with the Purchase Order Number and Specification No.CS-2018-970BD 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 Tenn The Services provided under this Agreement shall be for a period of three(3)years commencing on January 1, 2019 and continuing through December 31, 2021. 9. Renewals 9.1 OCSD may exercise the option to renew this Agreement for up to two (2) one-year periods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. Each renewal, if exercised, will be for the monthly amount not to exceed Six Thousand Dollars ($6,000) for the annual amount not to exceed Seventy-two Thousand Dollars ($72,000). 9.2 This Agreement may be renewed by OCSD Purchase Order. 10. Extensions The term of this Agreement may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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. 12.2 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. Orange County Sanitation District 3 of 10 Specification No. CS-2018-97OBD Version 032018 12.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Consultant: • 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. 12.4 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. 13. 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. 14. 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. 15. Key Personnel Personnel, as provided in Exhibit "B", are considered "key' to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OCSD. If OCSD asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. Orange County Sanitation District 4 of 10 Specification No. CS-2018-970BD Version 032018 16. Confidentiality and Non-Disclosure 16.1 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. 16.2 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. 16.3 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. 16.4 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. 16.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 17. 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. 18. Ownership of Intellectual Property 18.1 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. 18.2 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 Orange County Sanitation District 5 of 10 Specification No. CS-2018-970BD Version 032018 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. 18.3 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. 18.4 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. 19. No Solicitation of Employees 19.1 Consultant agrees that it shall not, during the term of this Agreement and fora 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. 19.2 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. 20. Independent Contractor Capacity 20.1 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. 20.2 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. 20.3 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. 20.4 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. 20.5 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. Orange County Sanitation District 6 of 10 Specification No. CS-2018-970BD Version 032018 20.6 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 misclassified Consultant for tax purposes. 21. 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. 22. 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. 23. 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. 24. Right to Review Services. Facilities. and Records 24.1 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. 24.2 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. 24.3 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. 25. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 26. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. Orange County Sanitation District 7 of 10 Specification No. CS-2018-97OBD Version 032018 27. 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. 28. 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. 29. 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. 30. Attorney's Fees 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. 31. Dispute Resolution 31.1 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. 31.2 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 arbitrators 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. 32. 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. Orange County Sanitation District 8 of 10 Specification No. CS-2018-9708D Version 032018 33. OCSD Safety Standards 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 attached hereto in Exhibit"ID". 34. 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. 35. 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. 36. Conflict of Interest and Reporting 36.1 Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 36.2 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. 37. 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 be 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. 39. 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. 40. Read and Understood By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 41. 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-2018-970BD Version 032018 42. 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: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Christopher Townsend President Townsend Public Affairs, Inc. 1401 Dove Street, Suite 330 Newport Beach, CA 92660 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: Gregory C. Seboum, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager TOWNSEND PUBLIC AFFAIRS, INC. Dated: By: Print Name and Title of Officer Orange County Sanitation District 10 of 10 Specification No. CS-2018-97OBD Version 032018 PROFESSIONAL CONSULTANT SERVICES AGREEMENT Federal Lobbyist Specification No. CS-2018-971BD 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 ENS Resources, Inc. with a principal place of business at 1901 Pennsylvania Avenue, N.W., Suite 1005, Washington, DC 20006 (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 Federal advocacy services "Services" as described in Exhibit "A"; and WHEREAS, Consultant submitted its Proposal, dated August 20, 2018; and WHEREAS, on November 28, 2018,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-52; 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. 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. 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. Orange County Sanitation District 1 of 10 Specification No. CS-2018-971BD Version 032018 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 Friday 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 Years 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: The work required under this Agreement may include normal business hours, evenings, and weekends. 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. Scope 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 monthly amount not to exceed Seven Thousand Seven Hundred Dollars ($7,700.00)for a total amount not to exceed Two Hundred Seventy-seven Thousand Two Hundred Dollars ($277,200.00). 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. 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. Orange County Sanitation District 2 of 10 Specification No. CS-2018-971BD Version 032018 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 Consultant shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in 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 APStaffO.00SD.com and "INVOICE" with the Purchase Order Number and Specification No.CS-2018-971 BD 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. 8. Commencement and Tenn The Services provided under this Agreement shall be for a period of three(3)years commencing on January 1, 2019 and continuing through December 31, 2021. 9. Renewals 9.1 OCSD may exercise the option to renew this Agreement for up to two (2) one-year periods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. Each renewal, if exercised, will be for the monthly amount not to exceed Seven Hundred Seventy-seven Dollars ($7,700)for the annual amount not to exceed amount not to exceed Ninety-two Thousand Four Hundred Dollars ($92,400). 9.2 This Agreement may be renewed by OCSD Purchase Order. 10. Extensions The term of this Agreement may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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. 12.2 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. Orange County Sanitation District 3 of 10 Specification No. CS-2018-971BD Version 032018 12.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Consultant: • 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. 12.4 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. 13. 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. 14. 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. 15. Key Personnel Personnel, as provided in Exhibit "B", are considered "key' to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OCSD. If OCSD asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. Orange County Sanitation District 4 of 10 Specification No. CS-2018-971BD Version 032018 16. Confidentiality and Non-Disclosure 16.1 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. 16.2 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. 16.3 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. 16.4 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. 16.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 17. 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. 18. Ownership of Intellectual Property 18.1 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. 18.2 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 Orange County Sanitation District 5 of 10 Specification No. CS-2018-971BD Version 032018 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. 18.3 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. 18.4 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. 19. No Solicitation of Employees 19.1 Consultant agrees that it shall not, during the term of this Agreement and fora 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. 19.2 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. 20. Independent Contractor Capacity 20.1 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. 20.2 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. 20.3 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. 20.4 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. 20.5 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. Orange County Sanitation District 6 of 10 Specification No. CS-2018-971BD Version 032018 20.6 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 misclassified Consultant for tax purposes. 21. 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. 22. 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. 23. 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. 24. Right to Review Services. Facilities. and Records 24.1 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. 24.2 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 projects)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. 24.3 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. 25. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 26. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. Orange County Sanitation District 7 of 10 Specification No. CS-2018-971BD Version 032018 27. 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. 28. 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. 29. 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. 30. Attorney's Fees 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 parry shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 31. Dispute Resolution 31.1 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. 31.2 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 arbitrators 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. 32. 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. Orange County Sanitation District 8 of 10 Specification No. CS-2018-971BD Version 032018 33. OCSD Safety Standards 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 attached hereto in Exhibit"ID". 34. 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. 35. 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. 36. Conflict of Interest and Reporting 36.1 Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 36.2 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. 37. 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 be 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. 39. 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. 40. Read and Understood By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 41. 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-2018-971BD Version 032018 42. 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: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Eric Sapirstein President ENS Resources, Inc. 1901 Pennsylvania Avenue, N.W., Suite 1005 Washington, DC 20006 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: Gregory C. Seboum, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager ENS RESOURCES, INC. Dated: By: Print Name and Title of Officer Orange County Sanitation District 10 of 10 Specification No. CS-2018-971BD Version 032018 STEERING COMMITTEE Meeting Date TOBE.Or .Dir. 11/28/18 11/28/18 AGENDA REPORT ItemNumber Item Number z zo Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: NEW POLICY REGARDING THE DISPOSITION OF EXTERNAL SIGNAGE ON ORANGE COUNTY SANITATION DISTRICT PROPERTY GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-19 entitled: "A Resolution of the Board of Directors of Orange County Sanitation District Adopting the 'Sign Removal Policy"'. BACKGROUND The Orange County Sanitation District(Sanitation District)owns, operates, and maintains real property and easements with various sewer facilities throughout its jurisdiction. Recently, Sanitation District staff has noted an increasing number of signs, banners, and/or advertisements posted by individuals, community groups, or other third parties on Sanitation District property. This sign removal policy will prevent litter and blight and preserve the health and safety of Sanitation District employees by allowing staff to remove all such signs. It will be the policy of the Sanitation District to remove, without notice, all signs, banners, advertisements, and/or any object containing or bearing writing that is affixed, posted, or fastened to Sanitation District property by third parties. RELEVANT STANDARDS • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM There is an increasing number of signs, banners, and/or advertisements posted by individuals, community groups, or other third parties on Sanitation District property causing litter and blight. PROPOSED SOLUTION Provide policy direction for the Board of Directors and staff to administer the disposition of signage not approved by the Sanitation District Page 1 of 3 TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Not taking this action will result in the continued use of Sanitation District property for external signage without approval of the Sanitation District. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Procedures A) Sign Removal Sanitation District staff may immediately and without prior notice remove a sign placed or maintained, in whole or in part, on Sanitation District property. Should a sign present a traffic hazard or other such dangerous condition, the sign should be removed as soon as practical. All other signs should be removed as the Sanitation District work schedule permits. B) Notification of Removal No notification prior to removal is necessary. If the Sanitation District removes the sign and the name and address of the owner is reasonably ascertainable, the Sanitation District will notify the owner of the sign's removal within five working days of the date of removal and provide the owner information regarding retrieval of the sign. Reasonably ascertainable means that the name and mailing address of the owner are displayed on the sign, or a name is displayed on the sign from which the Sanitation District can identify the name and address of the owner. C) Storage of Removed Signs To the extent possible, if the owner is reasonably ascertainable, removed signs should be stored pending disposal or return to the rightful owner(s). Such signs should be stored in such a manner as to minimize damage. D) Disposal of Signs Sanitation District staff may dispose of a removed sign unless it is claimed by the owner within 3 days after the date of removal or the date of notice, whichever is later. If the owner of the sign is not reasonably ascertainable, the Sanitation District may dispose of a removed sign upon removal. CEQA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS The revisions to the Policy are not expected to have any major effects on the budget. ATTACHMENT The following attachment(s) are attached in hard copy and may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: • Proposed Resolution No. OCSD 18-19 Page 3 of 3 RESOLUTION NO. OCSD 18-19 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ADOPTING THE "SIGN REMOVAL POLICY" WHEREAS, the Orange County Sanitation District ("Sanitation District") owns, operates, and maintains real property and easements with various sewer facilities throughout its jurisdiction; and WHEREAS, many of the building walls and fences comprising and surrounding these sewerfacilities border public rights-of-way or are otherwise accessible to the public; and WHEREAS, signs, Flyers, banners, and/or advertisements are, from time to time, posted by individuals, community groups, or other third parties on Sanitation District property; and WHEREAS, to prevent litter and blight, and to preserve the health and safety of Sanitation District employees, the Board of Directors has determined that staff may remove all such signs, banners, flyers, advertisements, and/or any object containing or bearing writing that is affixed, posted or fastened to Sanitation District property. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. The Board of Directors adopts the Sign Removal Policy attached hereto as Exhibit "A". PASSED AND ADOPTED at a regular meeting of the Board of Directors held November 28, 2018. Gregory C. Sebourn, PLS Board Chairman ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 18-19-1 1352001.1 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-19 was passed and adopted at a regular meeting of said Board on the 281h day of November 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 281h day of November 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OCSD 18-19-2 1352001.1 ORANGE COUNTY SANITATION Control Number: DISTRICT _ Version Number: 1 BOARD OF DIRECTORS POLICY Approved By: Resolution No. OCSD 18-19 E M, Approved Date: 1112 812 01 8 Subject: Sign Removal Policy Effective Date: 1112 812 01 8 I. Purpose—The Sanitation District owns,operates, and maintains real property and easements with various sewer facilities throughout its jurisdiction. Recently, Sanitation District staff has noted an increasing number of signs, banners, and/or advertisements posted by individuals, community groups, or other third parties on Sanitation District property. This sign removal policy will prevent litter and blight and preserve the health and safety of Sanitation District employees by allowing staff to remove all such signs. It. Organizational Units Affected—All Sanitation District departments. III. Policy Statement It is the policy of the Sanitation District to remove,without notice, all signs, banners, advertisements, and/or any object containing or bearing writing that is affixed, posted or fastened to Sanitation District property by third parties. IV. Procedures A. Sign Removal Sanitation District staff may immediately and without prior notice remove a sign placed or maintained, in whole or in part,on Sanitation District property. Should a sign present a traffic hazard or other such dangerous condition,the sign should be removed as soon as practical. All other signs should be removed as the Sanitation District work schedule permits. B. Notification of Removal No notification prior to removal is necessary. If the Sanitation District removes the sign and the name and address of the owner is reasonably ascertainable,the Sanitation District will notify the owner of the sign's removal within five working days of the date of removal and provide the owner information regarding retrieval of the sign. Reasonably ascertainable means that the name and mailing address of the owner are displayed on the sign, or a name is displayed on the sign from which the Sanitation District can identify the name and address of the owner. C. Storage of Removed Signs To the extent possible, if the owner is reasonably ascertainable, removed signs should be stored pending disposal or return to the rightful owner(s). Such signs should be stored in such a manner as to minimize damage. 1356621.1 D. Disposal of Signs Sanitation District staff may dispose of a removed sign unless it is claimed by the owner within 3 days after the date of removal or the date of notice, whichever is later. If the owner of the sign is not reasonably ascertainable, the Sanitation District may dispose of a removed sign upon removal. V. Revision History Version Date By Reason 7 I New Implementation 1356621.1 STEERING COMMITTEE Meeting Date TOBE.Or .Dir. 11/28/18 11/28/18 AGENDA REPORT Item Item Number 3 21 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: REVISED POLICY REGARDING BOARD OF DIRECTORS' EXPENSE REIMBURSEMENT, MEETING ATTENDANCE AND COMPENSATION GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-20 entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Adopting a Revised Policy Regarding Board of Directors' Expense Reimbursement, Meeting Attendance and Compensation; and Repealing Resolution No. OCSD 15-06." BACKGROUND At the March 2018 Steering Committee meeting, staff was directed to revise the written policy regarding: travel approval, reimbursement of expenses, and possible cost sharing among those agencies benefitting from the travel. In addition to providing clarity, this revised policy requires that: 1) Reimbursement rates must be consistent with GSA Per Diem rates 2) All reimbursements that are delinquent or exceed policy be approved by the Board RELEVANT STANDARDS • Comply with Government Code Section 53232.2 • Comply with Internal Revenue Service Publication No. 463 PROBLEM The Orange County Sanitation District's (Sanitation District) current policy required additional clarity and guidance for reviewing and approving requests by Board Members to attend conferences and other events and to travel at the Sanitation District's expense. Staff recommends adopting a new policy to ensure there is clear, consistent policy guidance that complies with all applicable laws and regulations. PROPOSED SOLUTION Provide policy direction for the Board of Directors and staff to administer travel approvals and expense reimbursements for Board Members attending conferences or traveling on Sanitation District business. Page 1 of 2 TIMING CONCERNS The Sanitation District will continue approving conference attendance and paying Board Member travel expenses in the absence of clear, consistent policy guidance. RAMIFICATIONS OF NOT TAKING ACTION Not taking this action will prevent the Sanitation District from providing clear guidance to Board Members seeking approval to attend a conference or request reimbursement for travel expenses. PRIOR COMMITTEE/BOARD ACTIONS February 2015-Adopted Resolution No. OCSD 15-06, a Revised Policy Regarding Board of Directors' Expense Reimbursement and Meeting Attendance and Compensation and to include a formal written policy regarding compensation mileage for Directors traveling to District meetings with reimburse mileage determined by the actual distance traveled from the closest starting point from the District. March 2014 - Adopt Resolution No. OCSD 14-04 - Minor revisions were made to the previous resolution including: Reimbursement rates needed to be adjusted slightly to reflect the present cost of travel; conforming to the Ordinance setting the compensation of Directors; clarifying events and expenses that are subject to reimbursement and compensation and reorganizing the policy for easier reference. May 2006 -Adopt Resolution No. OCSD 06-11, A Resolution of the Board of Directors of Orange County Sanitation District Establishing a Policy Regarding Board of Directors' Business and Travel Expense Reimbursement, and Meeting Attendance and Compensation, and Repealing Resolution No. OCSD 06-09. CEQA N/A FINANCIAL CONSIDERATIONS The revisions to the Policy are not expected to have any major effects on the budget. ATTACHMENT The following attachment(s) are attached in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Proposed Resolution No. OCSD 18-20 • Resolution No. OCSD 15-06 Page 2 of 2 RESOLUTION NO. OCSD 18-20 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ADOPTING A REVISED POLICY REGARDING BOARD OF DIRECTORS' EXPENSE REIMBURSEMENT, MEETING ATTENDANCE AND COMPENSATION;AND REPEALING RESOLUTION NO. OCSD 15-06 WHEREAS, pursuant to Government Code section 53232.2, the Board of Directors adopted a written policy governing compensable activities and reimbursable expenses for travel, meals, lodging, and incidentials; ; and WHEREAS, the Board of Directors desires to revise the policy; NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: Adoption of Policy and Establishment of Procedures. The Board of Directors hereby adopts the Directors Compensation and Expense Reimbursement Policy, set forth as Exhibit "A", attached hereto and incorporated herein by reference. Section 2: Rescission of Inconsistent Resolutions and Policies. Resolution No. OCSD 15-06 is hereby repealed. In addition, any prior resolutions and/or policies established by the Board of Directors that conflict with the policy set forth in Exhibit "A" shall be deemed rescinded to the extent of such conflict. PASSED AND ADOPTED at a regular meeting of the Board of Directors held 28'" day of November 2018. Gregory C. Sebourn, PLS Chairman of the Board ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 18-20-1 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-20 was passed and adopted at a regular meeting of said Board on the 28'^ day of November 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 281h day of November 2018. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 18-20-2 EXHIBIT "A" ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS' COMPENSATION AND EXPENSE REIMBURSEMENT POLICY This Policy governs compensation and reimbursement of expenses for members of the District's Board of Directors. The Policy applies to both regular members of the Board and alternate members. ARTICLE I. DIRECTORS' COMPENSATION Pursuant to an ordinance adopted by the Board of Directors, the District is authorized to compensate Board members in a specified amount for (1) attending each meeting of the Board of Directors, and (2) otherwise providing a day of service to the District. The ordinance limits compensation to a specified maximum number of days per month. The Board of Directors may, from time to time, amend the ordinance to change the amount of compensation and/or the maximum number of compensable days per month. As required by state law, t this Article identifies those activities that are compensable. Section 1: Comoensable Activities. A. Meetings. Each regular Director shall be entitled to compensation for attendance at (1) each meeting of the Board of Directors; (2) each meeting of the Standing Committee on which the Director serves; (3) each meeting of an Ad Hoc Committee to which the Director has been duly appointed; and (4) each meeting of any joint governmental board, committee, or association to which the Director has been appointed as the District's representative. Each alternate Director shall be entitled to compensation for attendance at a meeting when, and only when, the alternate Director attends the meeting in place of the regular Director. B. Required Training. Each Director shall be entitled to compensation for attendance at the ethics training required by Government Code Section 53235 and the sexual harassment training and education required by Government Code Section 12950.1. C. Other Activities. The Chair of the Board of Directors may, on a case-by- case basis, authorize compensation of individual Directors for participating in thefollowing types of activities: (1) meetings with representatives of local, regional, state, or national government on issues affecting the District; (2) meetings, conferences, and seminars sponsored by the California Association of Sanitation Agencies or the California Special ' Health&Safety Code section 4733(c)and Government Code section 53232 et seq 1 Districts Association; (3) ceremonial events sponsored by the District; (4) ceremonial events sponsored by another organization if the Board Chair has authorized the Director to represent the District at the event; (5) meetings of a Standing Committee or Ad Hoc Committee when the Director is not a committee member; (6) meetings of agencies, nonprofit organizations, or service clubs when the Board Chair has authorized the Director to make a presentation on behalf of the District; and (7) meetings with District staff, including telephone conferences when physical attendance is impractical. In addition, the Steering Committee may, on a case-by-case basis, authorize compensation of individual Directors for attending meetings, conferences, or seminars relating to wastewater, local government, and/or other matters within the Board's jurisdiction. D. Considerations. The Board Chair and the Steering Committee shall approve compensation under Section C above only for activities that provides a benefit to the District. Benefits include, but are not necessarily limited to, the acquisition of information, education, training, and skills that will further the District's ability to protect public health and the environment by providing effective wastewater collection, treatment, and recycling. Other benefits include positive changes to federal and state statutes and regulations that govern the District, and maintenance of positive relations with the public and other governmental agencies. Section 2: Limitation. In no event shall a Director receive compensation for more than one meeting or other activity on the same day. Section 3: Non-Compensable Activities. Notwithstanding Section 1 above, Board members shall not receive compensation for the following activities: (1) attendance at meetings or events of nonprofit organizations or service clubs, except when the Board Chair has authorized the Director to make a presentation on behalf of the District as described in Section 1.1.C. above; (2) District- sponsored employee events including, but not limited to, the annual employee holiday luncheon and retirement events; (3) parades, festivals, holiday events, or retirement dinners; (4) meetings with existing or potential contractors, vendors, or consultants; (5) meetings of partisan political organizations; (6) meetings, tours, and similar events conducted at the request of the Board member; or(7)any activity not described in Section 1.C. above. ARTICLE II. REIMBURSEMENT OF DIRECTORS' EXPENSES Section 1: Approved Activities. In accordance with the terms of this Policy, the District will reimburse Directors for certain expenses incurred in connection with the compensable activities described above in Article I. The District will not reimburse Directors for any other expenses. 2 Section 2: Reimbursable Expenses. A. Transportation. In travelling to and from events, Directors must use the most economical form of transportation that is reasonably consistent with the Director's travel and scheduling requirements. i. Mileage for Personal Vehicles. The District will reimburse Directors for use of personal vehicles based on actual miles traveled at the then-current "standard mileage rate" adopted by the U.S. Internal Revenue Service for use in deducting the cost of operating an automobile for business purposes. The District will not reimburse Directors for any other personal vehicle expenses. When calculating mileage traveled by a Director to attend an event, the District will use the lesser of (1) the distance from the administrative headquarters of the Director's member agency to the event, and (2) the actual distance traveled. Mileage reimbursements shall not exceed the cost of the lowest available airfare. ii. Other Transportation Expenses. When travel by personal vehicle is impractical, the District will reimburse Directors for the actual cost of (1) regularly-scheduled travel by airplane, train, bus, or other commercial carrier, (2) rental cars, and (3) taxis and other comparably-priced for-hire vehicles. The District will also reimburse Directors for related necessary travel expenses such as baggage fees, toll charges, and parking fees. Directors must take advantage of any government or group rates offered by a transportation provider. Before deciding to travel by air, each Director must consider the total cost of alternatives, including the cost of ground transportation and any necessary lodging. Each Director should also consider alternative departure times, departure and arrival airports, dates, departure times, and stopovers to minimize airfare. Directors should request travel arrangements as early as possible to take advantage of lower airfares. Generally, the District will only reimburse Directors for air travel in coach class. When necessary based on a Director's physical needs and/or the need to conduct meaningful work during a Flight, the Board Chair has the discretion to approve reimbursement of first class air travel. For trips that will exceed 24 hours, Directors must use their personal cars to travel to and from the airport, and utilize long-term airport parking, rather than pay for a taxi or other transportation to and from the airport. B. Lodging. The District will reimburse Directors for actual and necessary lodging expenses incurred in attending a conference, seminar, or meeting. Directors must take advantage of any government rate or group rate for lodging whenever possible. If there is no 3 government or group rate, the District will reimburse Directors for lodging up to the per diem rate used by the U.S. Internal Revenue Service as the maximum allowable deduction for business-related lodging expenses. The per diem rates are set by the General Service Administration ("GSA")for federal employees. The rates are set forth at GSA.gov/per diem. Lodging in connection with an activity that lasts only one day is considered "necessary" when the travel time to and from the activity exceeds two hours. C. Meals. The District will reimburse Directors for actual and necessary dining expenses incurred while attending (1) a conference, seminar, or meeting outside of the District, or (2) a District-related business meeting within the District. The District will reimburse Directors up to the applicable GSA per diem rate for each separate meal set forth at GSA.aov/per diem. D. Incidentals. The District will reimburse Directors for actual and necessary incidental expenses incurred while attending a conference, seminar, or meeting outside the District, up to the applicable GSA per diem rate set forth at GSA.gov/per diem. Reimbursable expenses include tips given to drivers, porters, bellhops, baggage carriers, and hotel housekeepers. E. Travel Arrangements. Each Director must utilize District staff to arrange all travel, lodging, and event registrations. The General Manager shall designate a District employee responsible for making these arrangements. The General Manager shall designate a single travel agency for use in making all travel arrangements. Section 3: Expenses That Are Not Reimbursable. The District will not reimburse Directors for the costs of: (1) barber and/or beauty shop services; (2)fines for traffic or parking violations; (3) any person accompanying a Director on a District-approved trip or event; (4) personal telephone calls; (5) fitness/health facility use; (6) massages; (7) alcoholic beverages; (8) entertainment (movies, sporting events, etc.); or (9) vehicle expenses other than the standard mileage charge. Section 4: Reimbursement Procedure. Each Director seeking reimbursement must file with the Clerk of the Board an expense report no later than three weeks afterthe conclusion of the compensable activity. The report shall attach detailed, actual receipts for all expenses. The report shall document that each expense meets the requirements for reimbursement set forth in this policy. Without limiting the foregoing, each report shall identify the compensable activity 4 and the date, nature, and purpose of each expense for which reimbursement is sought. For reimbursement of a personal vehicle expense at the standard mileage rate, the expense report shall identify the date of the travel, the actual miles traveled, and the business purpose of the travel. The General Manager shall prepare a standard form of expense report for use by Directors in seeking reimbursement. Section 5: Board Reports. Each Director seeking reimbursement of expenses incurred in connection with an activity shall provide a brief report of the activity at the next regular meeting of the Board of Directors. Section 6: Other Expenses. Any expense that does not meet the requirements of this policy may be reimbursed only if the Board of Directors approves the expense at a public meeting before the expense is incurred. ARTICLE III. PENALTIES. Any Director that misuses public resources or falsifies an expense report required by this policy is subject to the following penalties: (1) loss of reimbursement privileges; (2) restitution of the District; (3) civil penalties for misuse of public resources pursuant to Government Code Section 8314; and/or (4) prosecution for misuse of public resources pursuant to Penal Code Section 424. 5 RESOLUTION NO. OCSD 15-06 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ADOPTING A REVISED POLICY REGARDING BOARD OF DIRECTORS' EXPENSE REIMBURSEMENT AND MEETING ATTENDANCE AND COMPENSATION AND REPEALING RESOLUTION NO. OCSD 14-04 WHEREAS, pursuant to Government Code section 53232.2, the Board of Directors has adopted a written policy specifying the types of occurrences that qualify a member of the Board of Directors to receive reimbursement of expenses related to travel, meals, lodging, and other actual and necessary expenses; and WHEREAS, the District currently has no uniform procedure for calculating and reimbursing travel expenses for meetings; and WHEREAS, the Board of Directors desires to revise its policies to standardize the calculation and reimbursement of travel expenses for meetings; NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: Adoption of Policy and Establishment of Procedures. The Board of Directors hereby adopts the revised Policy Regarding Board of Directors' Expense Reimbursement and Meeting Attendance and Compensation, set forth on Exhibit "A", attached hereto and incorporated herein by reference. Section 2: Rescission of Inconsistent Resolutions and Policies. Resolution No. OCSD 14-04 is hereby rescinded. In addition, any prior resolutions and/or policies established by the Board of Directors that are in conflict with the policy set forth in Exhibit "A"shall be deemed rescinded to the extent of such conflict. PASSED AND ADOPTED at a regular meeting of the Board of Directors o—held February 25, 2015, �i v Tom Beamish Chairman of the Board ATT ST: Kel Lo A ng C e of the Board 1Ofi9M I OCSD 15-06-1 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly Lore, Acting Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 15-06 was passed and adopted at a regular meeting of said Board on the 25th day of February, 2015, by the following vote, to wit: AYES: Beamish; Choi; Curry; Ferryman; Jones; Kiley; Kim; Kring; Massa-Lavitt (Alternate) Mills; R. Murphy; Nagel; Nielsen; Peterson (Alternate); Seboum; Shawver; F. Smith; T. Smith; Tinajero; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett; Diep and Parker IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 25th day of February, 2015. Kell Lor A g CI of the Board of Directors Orange County Sanitation District M9790.1 OCSD 15-06-2 EXHIBIT "A" ORANGE COUNTY SANITATION DISTRICT POLICY REGARDING BOARD OF DIRECTORS' EXPENSE REIMBURSEMENT AND MEETING ATTENDANCE AND COMPENSATION This Policy applies to all regular District Board Members and Alternate Board Members. ARTICLE I: TERMS AND DEFINITIONS As used in this Policy, the following terms shall have the identified meanings. "Accountable Plan" shall mean the Internal Revenue Service Publication No. 463 for Travel, Entertainment, Gift and Car Expenses, or any successor publication. "Alternate Board Member" shall mean a Member of the District's Board of Directors designated by the Director's agency to serve in the absence of the Board Member. "Board Chair"shall mean the Member of the District's Board of Directors who has been elected by the other Members to serve as Chair. "Board Vice-Chair" shall mean the Member of the District's Board of Directors who has been elected by the other Members to serve as Vice-Chair. Whenever this Policy authorizes or requires the Board Chair to act, the Board Vice-Chair may act in the event that the Board Chair is reasonably unavailable to act. "Board Member" shall mean a Member of the District's Board of Directors, appointed by a member agency pursuant to California Health and Safety Code Section 4730.65. "Director" shall mean a Member of the District's Board of Directors, and is the same as "Board Member" as described above. "Incidentals" shall mean any minor, miscellaneous expense incurred during travel, including but not limited to, telephone, facsimile or computer connection service, local ground transportation, baggage handling and storage, and snacks. "Travel Liaison" shall mean the Secretary to the General Manager, or such other employee as designated in writing by the General Manager. i0 97wj OCSD 15-06-3 ARTICLE It. BUSINESS AND TRAVEL EXPENSE REIMBURSEMENT Section 1: General Provisions. The District shall reimburse Board Members for actual and necessary expenses incurred in the performance of their official duties, in accordance with this Article If. Reimbursable expenses include, but are not necessarily limited to, expenses related to travel, meals, and lodging. This Policy serves as the Distrd's "Accountable Plan" under the applicable requirements of the Internal Revenue Code and Treasury Regulations, Section 2: Activities Eligible for Reimbursement. Board Members may receive reimbursement for actual and necessary expenses incurred in the performance of official duties in connection with the following activities: i. Communicating with representatives of regional, state, and national government on issues or matters affecting the District; ii. Attending conferences and/or educational seminars designed to improve the Board Members' expertise and information levels, including, but not limited to, ethics training required pursuant to Government Code Section 53234; iii. Participating in regional, state, and national organizations whose activities support the District's interests; V. Attending District events at the invitation of the Board Chair, General Manager, or his/her designee; and V. Implementing a strategy approved by the District for District-related matters. vi. Meetings such as those listed above for which compensation is expressly authorized under this Policy. A Board Member and his or her Alternate Board Member cannot both be compensated for attendance at the same event without prior approval by the Board Chair. Section 3: Responsibilities. A. Directors shall be familiar with and comply with this Policy; ensure that all travel and other reimbursable expenses are reasonable; coordinate multiple Director participation at conferences to avoid unnecessary duplication; and promote economic means of travel. The Board Chair may approve or deny requests for travel or business activities and reimbursements for Board Members. 10697W I OCSD 15-064 B. The General Manager shall be familiar with and comply with this Policy; ensure all travel and other reimbursable expenses are reasonable; coordinate multiple Director participation at conferences; and promote economic means of travel. C. The Travel Liaison shall be familiar with and comply with this Policy; promote economic and reasonable means of travel; and inform the General Manager of all travel expenses that have not been reconciled. The Travel Liaison will also arrange all travel, lodging, accommodations, and seminar/conference registrations for Directors. The Travel Liaison shall use the District's designated travel agency for booking all air and ground travel. The General Manager is authorized to grant exceptions on a case- by-case basis. Any travel or registration not booked through the Travel Liaison, or not granted an exception, may be subject to payment by the Director without reimbursement from the District. D. The District Controller shall be familiar with and comply with this Policy; ensure all travel and other reimbursable expenses conform to this Policy. Section 4: Designated Travel Agency. The District will designate a single travel agency for the Travel Liaison to use to arrange all travel and lodging accommodations for Directors. Section 5: Seminars. Conferences. and Meetings. A. Directors may from time to time receive requests or may elect to attend meetings or conferences pertaining to the water and wastewater utility industry. Attendance at seminars, conferences, and meetings, such as the aforementioned, must be approved in advance by the Steering Committee, except when specifically pre- authorized by this Policy. In the event there is not sufficient time to receive approval from the Steering Committee, the Board Chair has the authority to approve such a request in advance. Any such approval shall be ratified by the Steering Committee at its next regularly scheduled meeting. B. Directors may be asked to, or may desire to, give presentations or otherwise represent the District at seminars, conferences, or meetings. Any Director wishing to attend such events and represent the District by providing a presentation or oral commentary shall request and receive advance authorization from the Steering Committee. If such a request is granted, all expense reimbursements and travel and meeting attendance requirements shall comply with this Policy. In the event there is not sufficient time to receive authorization to act as District representative from the Steering Committee, the Board Chair has the authority to approve such a request in advance. Any such approval shall be ratified by the Steering Committee at its next regularly scheduled meeting. Ia MA OCSD 15-06-5 C. The number of Directors attending a seminar, conference, or meeting should be minimized, and there must be a District business reason for attendance. Such reasons would include, but are not limited to: presentation of technical findings; attendance at committee meetings, or technical sessions dealing with issues related to District business; or participation as an officer of the association or trade group organizing the event. D. Seminars must be selected based on value to the District. Benefits would include improved efficiency and effectiveness, as well as becoming familiar with new regulatory standards. Preference will be given to seminars that are provided within the Southern California region. E. Attendance at seminars, conferences, or meetings in "destination resort" areas outside California or areas outside the continental United States may only be approved by the Steering Committee. Section 6: Ground Transportation. A. The most economical mode and class of transportation reasonably consistent with travel and scheduling requirements will be used. Each Director shall be reimbursed at the rate per mile established by the United States Internal Revenue Service as allowable for mileage expense deduction for use of a personal vehicle on business of the District. As said allowable rate established by the Internal Revenue Service is periodically changed, said changes in the reimbursement rate shall become effective on the first day of the month following the month in which the change is announced by the Internal Revenue Service. B. In no event shall the amount paid for mileage reimbursement for use of a personally-owned vehicle used for travel in lieu of air travel, exceed the lowest available cost of coach class airfare. C. Personally-owned vehicles used in the conduct of District business must be insured for property and liability damage in an amount not less than the minimum limits required by the California Financial Responsibility Act. D. Reasonable vehicle parking and storage costs will be allowed when rental or personally-owned vehicles are used for District business. E. Highway and bridge tolls are allowable expenses when incurred while conducting District business. F. Directors should only use rental cars for ground transportation when necessary or when it is less expensive than other forms of transportation such as trains, buses, taxis, or shuttles. Discretion must be used in selecting rental car size. The rental car should be the smallest size that provides adequate safety and comfort for the 1 s 7%.r OCSD 15-06-6 period of time it is in use. To accommodate a group of travelers, a larger vehicle may be rented in lieu of renting separate vehicles. G. Directors will not be reimbursed for any surplus insurance purchased for rental cars. The District and Director are sufficiently insured through existing District policies. Only Directors are allowed to operate rental cars. H. Use of chauffeur-driven limousines is not allowed while conducting District business. I. When using ground transportation other than personally-owned vehicles, Directors shall use government and group rates offered by the provider of transportation services when available. Section 7: Air Travel . A. Air Travel must be at coach class level. First class travel will only be allowed on an exception basis and must be approved in advance by the Board Chair, based upon physical needs or ability to conduct meaningful work while on board. B. Air Travel should be arranged as early as possible to take advantage of reduced fares for early reservations. Consideration should be given to alternative departure times, departure and arrival airports, dates, flight times, and stopovers to minimize airfares; however, the total cost of the alternatives (e.g., ground transportation, lodging) should also be considered in selecting an alternative. Internet booking services can be consulted to help in finding the optimum alternative; however, flights must still be reserved by the Travel Liaison. C. Government and group rates for airline travel shall be used when available. Section 8: Lodging, A. Government and group rates offered by a provider of lodging services shall be used when available. B. When travel is to a conference or organized educational activity, lodging costs shall not exceed the maximum group published by the conference or activity sponsor. Some conferences require early booking to take advantage of reduced rates. If lodging cannot be arranged at the conference group rate, other lodging accommodations may also be arranged if the cost is less than or equal to the conference group rate. C. Overnight stays may be allowed for meetings or training functions lasting more than one day in OCSD's general geographical area (Orange, Los Angeles, 1�� I OCSD 15-06-7 Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties) when the travel time involved is significant. Section 9: Meals and Incidentals. Meal expenses are allowed while Directors are traveling. Expenditures for meals will be moderate and reasonable. Expenses for meals not associated with travel but related to an appropriate business purpose meeting, are also allowed. Non-travel business meals will only be reimbursed if taken in conjunction with a District business meeting. All meals that are subject to reimbursement will not exceed the rates indicated below. A. Reimbursement Rates. Directors will be reimbursed for actual meal expenses, including all taxes and gratuities, up to the amounts in Internal Revenue Service Publication 463, or any successor publication, or as specifically indicated below, whichever is less. If meal expenses exceed the allowance amount, the Director will only be reimbursed the allowance amount, with the remainder being paid by the Director. If meal expenses are less than the allowable amount, only the actual expense amount will be reimbursed. All meal expenses must be documented in detail in accordance with this Policy. When receipts are provided, the maximum per meal/expense reimbursements are as follows: Breakfast $15.00 Lunch $20.00 Dinner $30.00 Snacks $10.00 Multiple meal expenses cannot be combined to pay for a more expensive single meal. The Policy is applied strictly as a per meal expense. In no event will a Director be reimbursed more than $75 per travel day. Receipts must provide a detailed account from the restaurant describing actual costs. Restaurant bill stubs do not provide sufficient detail and are not acceptable for reimbursement. Credit card receipts may be accepted, subject to Board Chair approval if itemized, if detailed meal receipts are not provided by the restaurant. B. Non-Reimbursable Meals and Incidentals. Directors will not be reimbursed for the following: i. Meals that are included in the cost of a conference or seminar, nor for meals taken elsewhere in lieu of the meal provided. ii. Meals provided by others. Conflict of interest policies and applicable statutes should be considered when providing meals for or receiving meals from persons or entities other than the District representatives. 1%9790.1 OCSD 15-06-8 iii. Meals provided to a spouse or guest. iv. Alcoholic beverages. Section 10: Extended Travel and/or Travel with Family Members. A. When a Director elects to extend his/her stay at travel destinations, or when traveling with family members, all expenses related to such extended or family travel, including, but not limited to airfare, extra meals, extended car rental, lodging, or incidentals shall be paid by the Director without reimbursement. B. When travel time restrictions or transportation discounts make it desirable for a Director to arrive at a conference, seminar, or meeting a day early, or to stay an additional day, those travel days must be approved by the Board Chair in advance. Section 11: Requests for Reimbursement. A. Requests for reimbursement shall be submitted and coordinated through the Travel Liaison, no later than three weeks after the travel has concluded. The Travel Liaison shall ensure that all applicable forms and receipts are prepared and attached, and follow District procedure on expense reimbursement. A delinquent expense report will not be reimbursed unless justified in writing and approved by the Board Chair. All requests for reimbursement must be accompanied by receipts or documentation evidencing each expense. Improper expenditures, or those not adequately documented, will not be reimbursed. Non-essential expenses, including but not limited to, in-room movies, service bar, and similar extras will not be reimbursed. B. All expense reports shall include detailed receipts and state the date, type of expense, District business purpose, those in attendance and their affiliations, and amounts expended. If a receipt is misplaced or lost, a lost/unavailable receipts memorandum must be prepared detailing the information required for the expense report, including the date, payee, description of the expense, business purpose, those in attendance, and the amount. The memorandum must be signed by the General Manager and attached to the reimbursement request. Section 12: Brief Reports to Board. At the next regular meeting of the Board of Directors following the event for which reimbursable expenses are incurred, Directors shall briefly report, orally or in writing, on any meetings attended at District expense. If multiple Directors attended the meeting at District expense, a joint report may be made to the Board of Directors. 1069790.1 OCSD 1606-9 Section 13: Misuse of Resources: Falsification of Reports. Any Board member that misuses public resources, or falsifies expense reports, may lose reimbursement privileges, be required to pay restitution, and/or be subject to civil penalties and/or criminal prosecution. ARTICLE III. COMPENSATION Section 1: Spends and Compensation. A. Rate. Directors shall be paid compensation for each meeting attended and for each day's service rendered as a member of the Board, at the rate established by District Ordinance, in accordance with this Policy. Directors may receive compensation up to a maximum number of days each month, as prescribed by District Ordinance. B. Authorized Meetings. Directors shall receive compensation, without further action or authorization of the Steering Committee or Board of Directors, for attendance at the following: i. Board of Directors Meetings, Standing Committee Meetings, Special Committee Meetings, and Ad Hoc Committee Meetings, at which the Director is a duly appointed member; ii. Meetings, conferences, and committee meetings of the California Association of Sanitation Agencies, and the National Association of Clean Water Agencies; iii. Meetings of other governmental agencies to which the Director was appointed by the Board Chair; iv. Meetings or events approved by the Board Chair. Meetings or events not approved by the Board Chair or listed above are not considered business of the District. C. Travel Reimbursement. For the purposes of calculating mileage to attend the meetings described in Section 1B of this Article, Directors shall be reimbursed for the lesser of: the mileage from their primary administrative local government office, or the actual distance travelled. 1%9790.1 CCSD 15-06-10 Section 2: Waiver of Comoensation. Directors may waive their compensation or so choose to be compensated at a lower rate than the rate established under District Ordinance. Such requests must be submitted in writing to the Clerk of the Board. Section 3: Additional Service Subject to Compensation. Each day's service rendered as a Member of the District's Board of Directors shall be deemed to include, but not be limited to: A. Attendance at any meeting of a Committee of which the Director is not a member, when expressly invited or requested to attend by the Board Chair. B. Attendance at conferences or meetings with State and/or Federal Legislators regarding District business, when approved by the Steering Committee. C. Attendance at a meeting, hearing, or conference relating to the business of the District, when approved by the Steering Committee or Board Chair, or when designated by the General Manager with the concurrence of the Board Vice-Chair in advance, and when deemed to be in the best interests of the District, including but not limited to the following: i. Meetings of nonprofit organizations or service club meetings where a Board Member is making a presentation on behalf of the District. ii. Ceremonial events when attending as an official representative of the Board of Directors of the District. iii. Meetings with other elected officials or their employees, which may or may not include District staff. iv. Meetings of the governing body of another agency, of which the District has an official delegate, where a matter directly affecting the interests of the District is agendized for discussion and the Board Member is not compensated by the other agency. V. Meetings with District Staff. vi. Industry related conferences other than California Association of Sanitation Agencies' or National Association of Clean Water Agencies' work conferences. vii. Telephone conferences when physical attendance is impractical and not mandatory. 1069790.1 OCSD 15-06-11 viii. Ethics training required by Government Code sections 53234 — 53235.5. Section 4: Non Comoensable Attendance. Board Members shall not be compensated for the following meetings where there is no District-related business to be conducted: A. Nonprofit organization meetings. B. Nonprofit organization events. C. District-sponsored employee events, including, but not limited to, the annual holiday luncheon, employee picnic, or retirement events. D. Social or ceremonial events not pre-authorized by the Steering Committee. E. Service club meetings other than those included in Sections 1 and 3 above. F. Parades, festivals, holiday events, or retirement dinners. G. Meetings with existing or potential contractors, vendors, or consultants. H. Meetings of partisan political organizations. I. Meetings, tours, and similar events conducted at the request of the Board Member. Section 5: One meeting Per day. No Director shall receive compensation for attendance at more than one meeting on any one calendar day. Section 6: Alternates. No Alternate Director shall receive compensation for attendance at any meeting or event unless serving in the absence of the regular Director, unless the Board Chair invites the Alternate Director to attend the meeting and approves payment of compensation. 10 97%1 OCSD 15-06-12 ARTICLE IV. EFFECTIVE DATE This Policy was duly adopted by action of the Board of Directors, on February 25, 2015 and shall be effective upon its adoption. 1069790.1 OCSD 15-06-13 STEERING COMMITTEE Meeting Date TOBE.Of Dir. 11/28/18 11/28/18 AGENDA REPORT ItemNumber Item Number a zz Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: LABOR RELATIONS — CONTRACT NEGOTIATIONS GENERAL MANAGER'S RECOMMENDATION Authorize/Direct the Steering Committee to form an Ad Hoc Committee for the purpose of interviewing and selecting an external Chief Negotiator for the upcoming contract negotiations with all six (6) bargaining units at the Orange County Sanitation District. BACKGROUND Since 2002, the Orange County Sanitation District (Sanitation District) has primarily utilized external Chief Negotiators, labor attorneys and experts in labor law, to negotiate labor contracts. In 2002,the Board of Directors hired Steve Filarsky,from Filarsky&Waft, as the Chief Negotiator to negotiate contracts with all six (6) of the Sanitation District's bargaining units. During the subsequent round of contract negotiations in 2007,the Board directed then General Manager, Jim Ruth, to serve as the internal Chief Negotiator with all bargaining units. After his retirement, Mr. Ruth was hired as an external Chief Negotiator to conduct contract negotiations with the Supervisor and Professional Management Group (SPMT) in 2013. In 2014, the Board of Directors authorized Mr. Filarsky to serve as an external Chief Negotiator for contract negotiations with the Orange County Employees Association (OCEA) and the International Union of Operating Engineers Local 501 (Local 501). During the most recent round of negotiations in 2016, the Board of Directors authorized Laura Kalty from Liebert, Cassidy, &Whitmore to serve as the external Chief Negotiator to negotiate contracts with all six (6) of the Sanitation District's bargaining units. RELEVANT STANDARDS • Cultivate a highly qualified, well trained, motivated, and diverse workforce • Offer competitive compensation and benefits • Maintain positive employer-employee relations • Negotiate fair and equitable labor agreements PROBLEM Contract negotiations are expected to begin with all six (6) bargaining units prior to the expiration of their respective MOU's in June 2019. In preparation for the upcoming negotiations, the Sanitation District's labor negotiations team and Sanitation District's Page 1 of 3 Chief Negotiator will need to work closely with Board leadership to set parameters and develop negotiation strategies. PROPOSED SOLUTION It is recommended that the Steering Committee form a three (3) member Ad Hoc Committee for the purpose of interviewing and selecting an external Chief Negotiator from the following short-list of firms recommended by staff: • Liebert, Cassidy, & Whitmore • Rutan & Tucker • Filarsky &Watt • Andelson, Atkinson, Loya, Ruud, & Romo TIMING CONCERNS On June 30, 2019, the Memorandums of Understanding (MOU's) with all six (6) of the Sanitation District's bargaining units will expire. It is anticipated that the selection of the Chief Negotiator will be presented to the Board of Directors for consideration and authorization during the December 2018 Board Meeting, leaving approximately six (6) months for preparation and negotiation once the Chief Negotiator is hired. PRIOR COMMITTEE/BOARD ACTIONS On February 24, 2016, the Steering Committee authorized the Board Chair to hire Laura Kalty, from Liebert, Cassidy, &Whitmore, as recommended by the Ad Hoc Committee, to serve as the Sanitation District's Chief Negotiator for labor negotiations with all six (6) bargaining units. On January 27, 2016,the Steering Committee directed an Ad Hoc Committee to interview and select an external Chief Negotiator from a short-list of vendors including: • Liebert, Cassidy, &Whitmore • Rutan & Tucker • Filarsky & Watt • Atkinson, Andelson, Loya, Ruud, & Romo On January 22, 2014, the Board approved Steve Filarsky as the Chief Negotiator for the OCEA and Local 501 contracts. On January 8, 2014, the Ad Hoc Committee met to interview the firms from the short-list of vendors. The Ad Hoc Committee recommended Steve Filarsky, from Filarsky & Watt for Board consideration at the January 22, 2014 Board Meeting. On December 11, 2013, the Administration Committee elected to form an Ad Hoc Committee to include three (3) Board members for the purpose of interviewing and selecting a Chief Negotiator from the short-list of vendors. Page 2 d 3 On November 20, 2013, the Steering Committee provided direction to the Administration Committee to interview and select an external Chief Negotiatorfrom a short-list of vendors including: • Liebert, Cassidy, &Whitmore • Rutan & Tucker • Filarsky &Watt • Atkinson, Andelson, Loya, Ruud, & Romo ADDITIONAL INFORMATION On June 30, 2019, the Memorandums of Understanding (MOU's) with all six (6) of the Orange County Sanitation District bargaining units will expire. Three (3)of the bargaining units are represented by the Orange County Employees Association (OCEA). OCEA represents 102 OCSD employees, who perform paraprofessional and administrative jobs. One (1) bargaining unit is represented by the International Union of Operating Engineers - Local 501 (Local 501). Local 501 represents 200 Sanitation District employees, who perform operations, maintenance and other trade-related jobs. The remaining two (2) bargaining units are represented by the Supervisor and Professional Management Group (SPMT) affiliated with the American Federation of State, County and Municipal Employees (AFSCME). SPMT/AFSCME represent 65 Sanitation District employees that are responsible for supervisory duties across all Divisions. In addition, SPMT/AFSCME represent 210 Sanitation District employees holding professional, exempt-level positions who perform analytical work. CEQA N/A FINANCIAL CONSIDERATIONS It is estimated that the cost for labor relations consulting for all negotiations will total $100,000. This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY 2018-19 annual budget. ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Labor Relations Consulting Firm Information: 1. Atkinson, Andelson, Loya, Ruud & Romo 2. Filarsky & Watt 3. Rutan & Tucker 4. Liebert Cassidy Whitmore Page 3 d 3 11a� �y� Atkinson, Andelson 11 Loya, Ruud & Romo A Professional Law Corporation Sub Practice Area : Collective Bargaining & Labor Relations AALRR has over 30 years of experience representing municipalities, counties and public agencies in all aspects of their relationships with employees and labor unions, including collective bargaining negotiations, meet and confer issues and grievance arbitrations. We also provide in-service training to clients in contract implementation and interpretation, and in grievance processing. Our services in regard to negotiations include: • Acting as spokesperson or advisor in negotiations • Drafting and reviewing proposed contractual language • Consulting with and advising the administration and governing board regarding negotiations • Working with cities and agencies representing clients through mediation and fact-finding Related Practice Areas Employment Law Cities, Counties &Special Districts Districts May Insist To Impasse On Proposals That Retain Discretion Over Mandatory Subjects of Barge State to Lock in Building Workers Cerritos Office 12800 Center Court Drive (562)653-3200 Phone Suite 300 (562)653-3333 Fax E�11C1riSOT1, f�TldejS011 Cerritos,California 90703 (562)6 3-333 rrrcorn aahrLoya, Ruud & Romo Irvine office A Professional Law Corporation 20 Pacifica,Suite 400 (949)453-4260 Phone Irvine,California 92618 (949)4534262 Fax JAY Q TRINNAMAN Senior Associate jtrinnaman@aalrr.com Labor and Employment Law Experience Jay Trinnaman is a Senior Associate in the Cerritos office of Atkinson, Andelson, Loyal, Ruud & Romo. Mr. Trinnaman's background as an attorney includes representing employers in both the public and private sector. His practice emphasizes all aspects of labor relations and employment law matters, including representation of employers in disciplinary and grievance arbitrations, unfair labor practice charges before PERB, EEOC/DFEH charges, collective bargaining, writ of mandate matters, and advice and counsel. In addition to representing California employers, Mr. Trinnaman is licensed to practice law in the State of Nevada where he has had success on behalf of clients in business litigation matters, including: Obtaining an arbitration award of $1.8 million plus attorney's fees in a breach of contract matter on behalf of a client in the hospitality industry; and obtaining an arbitration award of $1.1 million in damages and attorney's fees against a client's former employee for breach of the confidentiality provision of his employment contract. Prior to joining AALRR, Mr. Trinnaman had five years of experience representing clients in the field of law enforcement, including serving as General Counsel for the California Organization of Police and Sheriffs. He has an extensive background in all matters pertaining to the Public Safety Officers Procedural Bill of Rights Act. Publications and Speaking Engagements Mr. Trinnaman has regularly conducted seminars and workshops to groups of public and private sector employers, including the firms annual Employment Law Conference, the California Public Employers Labor Relations Association (CALPELRA), the Southern California Public Labor Relations Council, and the County Counsels' Association of California. He has presented on a wide variety of labor and employment topics, including public employee First Amendment rights, employee privacy rights in an era of new technologies, the Public Safety Officers Procedural Bill of Rights Act and the Firefighters Procedural Bill of Rights Act, employee due process and pre-deprivation rights, reductions in force, off-duty misconduct, the nuts and bolts of proper employee documentation, and defense against retaliation and whistleblowing claims. He also contributes to the firm's publications. Education Mr. Trinnaman received his Bachelor of Arts degree from Vanderbilt University and his Juris Doctor from the Tulane University School of Law. Admissions 2001, State Bar of California; and 2005, State Bar of Nevada Cerritos • Fresno • Irvine • Pleasanton • Riverside - rcramento • San Diego FtLARSKY&WATT LLP ATTORNEYS AT LAW OIAI OFFICE STEVE A.FILARSKY 1441 NINETEENTH STREET 408 BRYANT CIRCLE,SURE C SHARON A.WAIT MANHATTAN BEACH,CALIFORNIA 90266 OJAI,CA 93023 (310)545-7825 (805)640-2970 FACSIdILE(310)545-2999 FACSIMILE(805)640-2980 PRACTICE OF THE FIRM: Filarsky &Watt LLP specializes in representing public sector employers statewide in all matters pertaining to employer- employee relations. The firm has been in existence since March 1986. Our fine provides the following services: Personnel Administration Administrative Hearings • Review and develop employee handbooks, Arbitrations before professional personnel rules and policies neutrals involving private • Design and assist in implementing discipline, agreement, contract or an grievance and hearing procedures administering agency, such as • Review and develop recruitment and selection the California State Mediation procedures and Conciliation Service • Wage and hour administration United States Department of • Conduct harassment and discipline training Labor • Termination and layoff; termination agreements Equal Employment Opportunity Commission Collective Bargaining and California Department of Fair Contract Administration Employment and Housing • Employment Development • Contract negotiation, administration and Department enforcement Department of Industrial • Counseling on collective bargaining Relations • Strategy and techniques California Public Employees' • Collective bargaining representation, including Retirement System Board of concession bargaining Administration • California Public Employment Administrative Proceedings Relations Board and Employment Litigation Civil Service and other Public Agency Commissions and • Disciplinary hearings, grievances and appeals Boards • Investigations • Wrongful termination and harassment • Title VII and Americans with Disabilities Act • Federal and State discrimination and civil rights • Writs of mandate • Appeals 1 MANAGEMENT OF THE FIRM: The firm is owned by Steve A. Filarsky and Sharon A. Watt. Steve A. Filarsky is the managing partner. When the firm was formed in 1986, a decision was made to stay small to provide the personalized service not found at larger firms. NEGOTIATIONS EXPERTISE: Mr. Filarsky has served as a chief management-spokesperson in collective bargaining negotiations with law enforcement, fire protection, transit, teacher, and miscellaneous public employee bargaining units. He has represented the following clients in negotiations: Bear Valley Community City of Lake Elsinore Healthcare District City of La Palma Chino Basin Municipal Water City of Montebello District City of Monterey Park City of Azusa City of Orange City of Baldwin Park City of Palos Verdes Estates City of Buena Park City of Placentia City of Carlsbad City of Redlands City of Chino Hills City of Rialto City of Colton City of San Gabriel City of Commerce City of Signal Hill City of Costa Mesa City of Yorba Linda City of Duarte Eastern Municipal Water District City of Fullerton Orange County Sanitation District City of Glendora Orange County Vector Control District City of Hemet Orange County Water District City of Hermosa Beach South Bay Public Regional City of Hesperia Communications Authority The agreements negotiated on behalf of these and other employers, depending on the particular philosophy and circumstances of a given agency, have run the gamut from brief understandings limited to benefit items to comprehensive labor-type agreements that define substantially all terms of employment, and through management rights and "zipper"types of clauses, providing protection to management's ability to manage the agency. In addition to conducting negotiations and impasse resolutions for public employers, Mr. Filarsky continually works with cities, counties, and other public agencies that employ staff personnel to do their own negotiations. This arrangement has involved all aspects of consultation and related services, including writing initial bargaining proposals, providing training and advice concerning negotiating strategies, and giving general advice when particular problems arise. 2 LEGAL PROCEEDINGS: Mr. Filarsky has represented public employers in administrative hearings before City Councils, Civil Service Commissions, Personnel Commissions, Arbitrators, Equal Employment Opportunity Commission, Fair Employment Practices and Housing Commission, Public Employment Relations Board, and the Unemployment Insurance Appeals Board. He has represented public employers in Superior Court, State Court of Appeal, California Supreme Court, Federal District Court, Ninth Circuit Court of Appeals and United States Supreme Court proceedings. Examples of such representations, in addition to many of the agencies listed earlier, include: City of Bell City of Malibu City of Bell Gardens City of Norco City of Brea City of Ontario City of Burbank City of Pismo Beach City of Costa Mesa City of Pomona City of Downey City of Rancho Cucamonga City of Fountain Valley City of Torrance City of La Mirada County of Riverside City of La Puente Rancho California Water District City of La Verne Twin Cities Police Department City of Manhattan Beach West Cities Police Communications JPA Mr. Filarsky has the unique distinction of prevailing, unanimously, in both the California State Supreme Court (Filarsky v. Superior Court (2002) 28 Cal.4� 419, 49 P.3d 194, 121 Cal.Rptr.2d 844) and the United States Supreme Court (Filarsky v. Delia (2012) 132 S.Ct. 1657). TRAINING: Mr. Filarsky has conducted workshops for employee discipline, performance evaluation, grievance handling, and negotiations for the League of California Cities, California Public Employer Labor Relations Association, California Joint Powers Insurance Authority and many individual clients. MR. FILARSKY'S BACKGROUND: Mr. Filarsky received his Bachelor of Arts degree in Political Science/Public Administration, graduating Magna Cum Lauds, from Loyola University of Los Angeles. He received his Juris Doctor degree from Loyola University School of Law, graduating with honors, in December 1979. Mr. Filarsky was admitted to the Califomia State Bar in May 1980. Before becoming an attorney, Mr. Filarsky was responsible for the labor relations program of the City of Garden Grove for three and one-half years. Prior to that, he was employed by the City of Manhattan Beach. 3 REFERENCES California Joint Powers City of La Mirada Insurance Authority Tom Robinson, City Manager Jon Shull, Executive Director (562) 943-0131 (562) 467-8717 City of La Palma City of Brea Ellen Volmert, City Manager Tim O'Donnell, City Manager (714) 690-3333 (714) 990-7715 City of Malibu City of Chino Hills Christi Hogin, City Attorney Michael Fleager, City Manager (310) 643-8448 (909) 590-1511 City of Oceanside City of Costa Mesa John Mullin, City Attorney Lance Nakamoto (760)435-3979 Human Resources Manager (714) 754-5899 City of Redlands Enrique Martinez, City Manager City of Culver City (909) 798-7510 Serena Wright Human Resources Director City of San Gabriel (310) 253- 5642 Steve Preston, City Manager (626) 308-2805 City of Fountain Valley Jean Hirai, Personnel Director City of San Marino (714) 593-4400 John Schaefer, City Manager (626) 300-0718 City of Fullerton Gretchen Beatty City of Signal Hill Human Resources Director Ken Farfsing, City Manager (714) 738-6360 (562) 989-7300 City of Lake Elsinore Eastern Municipal Water District Barbara Leibold, City Attorney Paul Jones, General Manager (951) 471-0465 (909) 928-3777 Orange County Vector Control District Michael Hearst, General Manager (714) 721-1824 4 s RUTAN RUTAN 6 TUCKER,LLP 1 4 I�4 1 0, 4 4 Not Ratan&Tucker's lawyers are widely known as the best and most effective attorneys in California. Rutan recruits top lawyers from the finest law schools around the country.Asa result,Rutan is staffed with attorneys of the highest caliber who provide the most sophisticated legal services available today. Ronan's commitment to excellence and value set us apart from other top firms,and enable us to meet the challenge of obtaining the desired results for our clients at the best passible cost. Rutan's roots lie in Orange County,California,and trace back to 1906.Today,Rutan&Tucker's practice extends nationwide,while maintaining our connection to the fabric of Orange County and California. Ronan&Tucker continues to distinguish itself as Orange Countys largest full-service law firm,as it has for decades,while also developing a significant presence in Silicon Valley. EXCELLENCE INTEGRITY TEAMWORK X LU cc J W a z ozza w QF- aWJz W W J c _ Q C W Q 1= ~ L,L ZaQW RWAN&TUCKER People Rutan &Tucker represents a broad spectrum of clients,from major multinational corporations and financial institutions to family-owned businesses and private individuals;from high technology and industrial enterprises to agricultural firms; from real estate developers to governmental agencies,educational institutions, and charities.The firm's practice extends throughout the United States and includes both the representation of foreign companies doing business in the United States and domestic companies engaged in activities abroad. Our attorneys come from more than thirty law schools nationwide. Many graduated Order of the Coif or Phi Beta Kappa,were the editors of law reviews or held judicial clerkships.The accomplishments of our attorneys reflect the quality of Rutan & Tucker. Rutan attorneys teach law school classes and professional education courses. Many Rutan lawyers hold significant positions in trade,charitable and civic organizations. and going forward,we will continue to make history with a continued commitment to excellence and integrity for many decades to come. GUIDE OUR CLIENTS THROUGH DIFFICULT SITUATIONS BUSINESS LITIGATION Appellate Prodice Group Banking and Finance Cclinacean Law Corporate Restructuring and Creditors'Rights Intellectual Propermangchnology Tax Unfair CompeMioW load Acban Defense Group CORPORATBSECURITIE0AXANTELLECIIIAL PROPERTY Banking and Gratin Corparate Recommend,and Creditor!Rights Intellectual Praparq/TachnolagY Life Sciences Tax TrusMlEmatea EMPLOYMENTAABON Agreements and Plan Documents Altarnativa Dispute Resolution Compliance Audits Counseling on Compliance and litigation Avoidance Defense of Class-Accon Litigation Graphite entAgain,Enforcement Proceedings and lnvesfigagana Human Resources Policy Review and Development Labor Law Repmeemation Oriented of Diseases in California and Fedaral Courts GOVERNMENT&REGULATORY LAW Afford able Housinororiomic Development CondamoatloNPropeHY Valuation Etlunation Lew Envimnmenral Law Government Relations and Political Law Land Gavia ral Resources Tax REAL ESTATE Affordable HousinglEceaomic Development Banking and Finance ContlemnationiPmpi Valuation Ccnatracnon Law Corporate Restructuring and Chatlitarsr Rights Envimnmemel Law Ano Use/Natural Resources Tax force&TUCKER Areas of Expertise Rumn's BUSINESS LITIGATION lawyers are skilledadvocate, arbitrationL defense ofemplopment cl:as actions, ration with a hack record of courtroom triumphs in federal and stete of made secret and.�o�i,cams---r _rmmdon courts and stand ready to achieve the best possible litigation Of employers bola. I. alive agencies, outcome for our clients.Our lawyers appreciate that litigation and investlgai,, us policy review can put a strain on a client's human and financial resources.We and developmnm compliance audits, oth an emphasis on work closely with our clients to develop case strategies and the unique Mallengem-wmplyirg with Cehlemialaw_We also solutions that fit each clients handle"tratliuonal'labor law matters such as union organizing, a trial to judgment in federal or r. st unfair lohor practice claims,Grievances and arbitration,and of ution to a business disputer i at[rotors reflect,c IU-galning. with expensive experience with mediation,aroustion and other alternative dispute resolution processes.Clients such Rmm— GOVERNMENT B REGULATORY LAW lawyers represent as publicly traded corporations pr vately h Id entilies, Orly uI K.t LentsB :11, , r t nch,c onside stage entrepreneurial ventures,not for-profd organznl- saaa nalor-' I n ose, and Individuals rely on our strategic thinking and creative r,of C", polifficHm dnFlareiverse problem-solving to resolve their disputes Unrest, Ia candsmnat on rndanqoi, 1, I I I I ,z,Ihng, and of ,",I toxic substances,govemmenzl relalir, panic can oauts,labor law education municipal finance,elections water law.and storm Rican,CORPORATE,SECURITIES,Tax and INTELLECTUAL water regulation.We represent stores of public agencies.Our PROPERTY I I v of transactional legal public agency clients include cities,school and community college nclutling public and districts,water districts,public finance authorities,community private oftenngs of securities Ier offers.going private service district,commies,and other local governmental entities �. o periodic reports filed We have a robust practice representing private land owners, ,i go Commission,representation businesses,and developers in dealings with public agencies mergers and operators,corporate finance transactions, Vocal,state&federal)throughout California.As a result of letsi iiitor i ile as property matters.Our clients are gown is unrivaledexpertiae,we are at the forefeent of evolving included in a broad range of industries,including technology, legal developments and are adept at handling Complex problems. information services,manufacturing and construction We often q. ealcern .L no :.-silents word hicamas Rutans REAL ESTATE L.voy,anelyt 11 c.pees rare potential I I I .,1_relationship,corporate Taooul I 'r.. .Coal h n'd er transecbona to C:. :as We .. intellectual property protection,Ircluding disputes herdloI sale and disposition of real property i i actions on - 1`:e1.aroal property infringement and CourtLI arv,d 1,11 r,hale.ei [lit upoilt U,of challenge, owne6t f the tle pth antl breatlttl mf real esate experience allows us ro evaluate all aspects of a reel estate transaction In a broad range Roan s EMPLOYMENT AND LABOR twice dominant private of industries.When your real estate interests intersect with our sector, i,Is held companies)in other practices areas,We leverage the Expertise of our lawyers a wide%,, wmatters_Our areas to more efficiently achieve your objectives Wecan pmvidetsn,ederal nme of door a wrongful nomination, affordable housing emimicetoe l,land use,govemmentel wagedefense of)discrimination,ltentiv wronoution( iedi itio and regulation and litigation advice to enhance your real estate Wage-0OUr claims) alternative dispute resolution Nimn(mediation atipn Or investments o" OUR COMMITMENT TO DIVERSITY IS �' � INSEPARABLE FROM OUR COMMITMENT TO EXCELLENCE RUTAN&TUCKER Diversity Commitment Rutan&Tucker recruits,mture and promotes talented The Diversity Committee's primary task is to assist in retaining professionals from a variety at bacMo,runs a nC ski t sets and promoting women attorneys and associates of all cultures, rest In no In a culture that tf r. r.ev. backgrounds,and lifestyles who might face particular challenges Diversity is a valued and impo na at p art of o or on pure in atraditional law firm environment We are pleased that and our community.Our c sod growl ng number of Rome s sonnets are women and minorities. by decreer for Copper enco u mageret or all lr exrd and aural opportunity for everyone. The firm and Its Diversity Committee promotes rectorship,and senior attorneys conduct small group meetings with associates Recognizing the significant benefits and value of a diverse work to encourage open dialogue on issues of concern.The Diversity force,Rutan&Tucker is Committed to increasing the diversity of Committee also encourages participation in wide-ranging our law firm in a manner that promotes the firm',Core values of activities that promote diversity outside of the firm,such as those excellence,teamwork.and integrity As the largest full service sponsored by the Orange County Dints ry Task Force(of which law firm based in Orange County,California,Rutan has played Rumn is a founding member)and minority bar associations. an active role in the County maturation into a world class metropolitan area that reflects the richness of California's cultural diversity.We strive to achieve that same result within our law firm,acknowledging that diversity benefits our firm,our clients,and our community, Terms ry at Rutan means more than a guarantee of equal ope-unityIrhi^rg.co ponsar on,corrosion and camor �......I ii I pull commitment to diversity is permanent and end or ng part of firm management, Occultist Crrlamres eftmts to b he rctfardmg sew loss rz of varied backgrounds to ancen have resulted in new associate classes consisting of more than 50 percent women and 33 percent persons of color over the past five years. OUR PHILANTHROPY Improving the lives of others in our community is just the right thing to do.Given our exceptional talent,Ratan&Tucker is proud to set[he standard for community involvement We perform pro bono legal work through foundations Ratan is involved with,and we support more than 200 charitable programs and philanthropic efforts throughout Orange County and California,including, in part: Anti-Defamafion League Big Brothers big Sisters ( Boys&Girls Club California Hisrorical Group Camp Fire USA Casa Youth Shelter Chapman University Children's Hospital of Orange Coumy ConstiMional Rights Foundation Court Appointed Special Advocates Community In Schools lLlSl Downs Syndrome Association Feir Housing Council Girls lnc. Goodwill Industries Housing wbh Heart Jamboree Hauling Corporation Legal Aitl Society Mariposa Women's &Family Center Olive Crest One OC Orange County Bar Foundation Orange County easiness Council Orange Caunry Children's Therapeutic Arts Caner Segerstram Center For The Arts Public Law Center Raise Foundation Second Harvest Food Bank Share Our Selves Smart Foundation Speciel0lympics S[.Joseph's Hospdal Foundation I Susan G.Kamen Breast Cancer Foundation I D.$. Adaptive Recreation Center We Give Thanks WYland Foundation / 1 O PANGE COO NiV 811 Anton Boulward Suila I4W.COSs Mesa,fA 9SE6 P]Id WISI W f]IQ 61&9W6 PALO ALiO Fve Palo Alm Sq uare.9mP EI Camino Peal.Pui@310.Palo AIm.LA&306 fi9O P PW3ID15U] F fiW 3R09P5 RUTAN RUTAN 6 TUCKER, LLP Firm Overview Rutan &Tuckers highly strategic,forward thinking approach to individual cases and client needs has been the hallmark of the firm since A.W. Rutan opened his first law office in 1906. Rutan &Tucker has enjoyed a leading role in shaping Orange County and California businesses and communities, today standing as the largest full-service business law firm based in Orange County. With approximately 141 attorneys in Orange County and 9 in Palo Alto, Rutan&Tucker is well-positioned to meet the legal needs of a broad range of clients doing business in California and beyond. Rutan&Tucker represents a broad spectrum of clients,from major multinational corporations and financial institutions to family-owned businesses and private individuals;from high-technology and industrial enterprises to agricultural fins;from real estate developers to governmental agencies, educational institutions,and charities.The firm's practice extends throughout the United States and includes both the representation of foreign companies doing business in the United States and domestic companies engaged in activities abroad. Our attorneys come from more than thirty law schools nationwide. Many graduated Order of the Coif or Phi Beta Kappa,were the editors of law reviews or held judicial clerkships.The accomplishments of our attorneys reflect the quality of Rutan &Tucker.The firm has provided a president and two members of the board of governors of the California State Bar and six presidents of the Orange County Bar Association.Some of the firm's attorneys teach professional education courses or law school classes. Many hold significant positions in trade, charitable and civic organizations. The firm's tradition is one of fresh, strategic thinking and going forward,we will continue to make history with a continued commitment to excellence and new thinking for many decades to come. L,IEBERT CASSIDY WHITMORE Firm Resume A PROFESSIONAL LAW CORPORATION EMPLOYMENT LAW I LABOR RELATIONS I EDUCATION LAW I MANAGEMENT TRAINING www.lcwlegal.com FIRM RESUME With offices in Los Angeles, San Francisco, Fresno, and San Diego, Liebert Cassidy Whitmore provides services for a majority of California's public agencies, including special districts. The Firm is a full service employment, and labor relations law firm providing consultation, representation, litigation, negotiation and investigation services to public agency management, as well as legal advice on a variety of business, construction, and facilities issues. In addition, the Firm produces a wide-range of dynamic management training workshops and seminars in employment and labor relations issues to special districts, cities, counties, courts, schools, and community college districts. Negotiation Services Members of Liebert Cassidy Whitmore have successfully negotiated thousands of labor agreements for special districts, cities, counties, and school and college districts. The agreements negotiated on behalf of public employers, depending upon the particular philosophy and circumstances of a given agency, have run the gamut from brief understandings limited to benefit items to comprehensive labor agreements that define substantially all terns of employment. These comprehensive MOU's, through management rights, waivers and "zipper" type clauses, provide protection to management's ability to manage the agency. Members of the firm are experienced in collaborative/interest based bargaining techniques as well as the more traditional labor negotiations approach. In addition to conducting negotiations for public employers, we continually work with public agencies that employ staff personnel to do their own negotiations. This arrangement has involved all aspects of consultation and related services, including writing initial bargaining proposals, reviewing counter-proposals, providing training and advice concerning negotiating strategies, and giving general advice when particular problems arise. Negotiating Impasses Services provided by members of the firm have included direct participation, as well as general consultation in hundreds of mediation, fact-finding and arbitration proceedings. Strikes We have worked with many public sector clients in contingency planning for job actions and in assisting them in strike-related activities. A firm partner co-authored the "Management Strike Handbook" published by the International Personnel Management Association. i® UEBERT CnssinY WHrrmo" FIRM RESUME ContractAdministration and Grievance Handling The firm has extensive experience in the area of grievance administration, ranging from giving advice at the administrative levels of the grievance process through litigating arbitration cases. Public Employment Relations Board Representation Members of the firm have had many years of experience representing our clients in all phases of PERB proceedings, from consultation and responses to Unfair Labor Practice claims through PERB hearings and court appeals. A firm partner served as counsel to the PERB Board's first Chairperson as well as serving as a PERB Administrative Law Judge. Another firm partner served as a representative of the League of California Cities and the California Association of Counties in the legislative and administrative proceedings in connection with the PERB assuming jurisdiction over local agency employment relations. Our Aoaroach to Negotiations > We work with and for the chief administrative official and his/her designated staff, and through him/her with the Governing Body. We provide professional advice to assist the agency in determining its policy goals and objectives, which then become our goals and objectives; we see our job as applying our best efforts and skills to achieving them. r We believe in carefully organizing for negotiations, with goals and objectives kept well in mind. The negotiating process, we believe, consists of definable stages, from preparatory activities to the preliminary bargaining phases, "hard bargaining," and finally to agreement, impasse procedure, or work action. Each stage of the process requires an organized approach in order to maximize the chances of attaining bargaining objectives. > Our philosophy is not one of`union busting," but rather one of using a professional approach that seeks to achieve and maintain professional relationships, notwithstanding the adversarial aspects of the process. > We call to the attention of our clients that in return for agreeing to competitive benefit adjustments, it is reasonable for them to seek to contractually protect and maximize their management discretion to set standards of service and retain the prerogative to direct, assign, and stimulate employees to meet them. n We see the conclusion of negotiations as the beginning for establishing a constructive employer-employee organization-employee relations structure, which requires management training and ongoing involvement with agency management on our part. ® LIEBERT CAssIDY WHITmo" FIRM RESUME > While one member of the firm handles a particular negotiating unit, at least one other designated attorney will be kept advised so that at all times the client has access to an attorney who is familiar with the status of the situation in each bargaining unit. Local Agency Employment Law Services We have worked closely with city attorneys, county counsels and general counsels, and have directly handled the representation for our local agency clients in literally hundreds of legal proceedings before civil service and personnel boards, arbitrators, the Public Employment Relations Board (PERB), state and federal EEO and other administrative agencies and the courts. These proceedings have covered the full spectrum of employer- employee relations matters, including such matters as civil service appeals, recognition and unit representation matters, unfair labor practice charges and related negotiating issues, employment discrimination matters, pension and disability issues, wrongful termination and Fair Labor Standards Act claims. Investigations Practice Group The firm's Investigation Practice Group specializes in investigating allegations of discrimination, harassment and other misconduct. Our investigative practice primarily serves private sector employers and public sector agencies that are not already firm clients. However, we also represent current clients on a case-by-case basis depending upon the specific facts and allegations at issue. We continue to publish articles and present workshops on the topic of investigations. Our workshops identify the key components of a successful investigation including how and when to begin an investigation, who should conduct the investigation, how to maintain confidentiality, how to organize and execute an effective investigation, and how to evaluate the facts and take corrective action once the investigation is completed. Audit Services By virtue of the public agency background of members of the firm, we have extensive experience in developing local agency Employer-Employee Relations Resolutions/ Ordinances and personnel policies and procedures. A firm partner developed the League of California Cities Sample Employer-Employee Relations and Personnel Policies and Procedures Ordinances. The firm does extensive work in reviewing agency civil service/personnel policies and rules to assure continuing consistency with the ever- changing dictates of EEO and affirmative action, labor relations and other laws and administrative regulations. Members of the firm conduct comprehensive audits regarding agency's compliance with the Fair Labor Standards Act(FLSA). Additionally, the firm publishes a comprehensive guide, "Fair Labor Standards Act: A Public Sector Compliance Guide," that serves as a reference to agencies across the country. ® LIEeERT CASSIDY WHITMORE FIRM RESUME To learn more about the FLSA Audits, log onto www.FLSAaudit.com where you can find detailed information about what an FLSA audit entails. Contracts, Construction and Facilities We represent and advise special districts on a broad spectrum of issues in business and facilities,both transactional and litigation. Our services include the following: • Pre-bid issues, Bid Protest and Procedures, Subcontractor Substitution Issues • Competitive Bidding and Contract Award Issues • Project Delivery Methods, Architect Agreements, CM/PM Agreements • Course of Construction Issues, Stop Payment Notices, Takeover Agreements • Construction Litigation, Change Orders, Delay Claims • Other Construction Issues, Labor Compliance Programs and Prevailing Wage • Real Property and Eminent Domain, CEQA and Green Building Issues •Non-Construction Contract Review, Purchasing Issues, Surplus Property Distribution Public Safety Representation On a daily basis, LCW provides advice, consul and representation to fire safety and law enforcement management and their respective executives in a variety of issues that impact professional public safety administrators. A number of LCW attorneys have had the privilege of representing public safety professionals for more than 30 years. Having proudly earned the trust and respect of several generations of public safety professionals, LCW accommodates the emergency nature of public safety related employee relations by being readily accessible to assist in addressing issues of administrative leave, administrative/criminal investigations, and investigative methodology and strategic planning. With its immense public safety related experience, LCW brings both legal acumen and practical knowledge to its client interactions. Disciplinary Investigations Our attorneys are experts in both the Firefighters and Public Safety Officers Procedural Bill of Rights and are always available to provide timely advice to your investigators. We routinely review investigations in order to assess the strengths and weaknesses of investigations and any discipline which may result. Our lawyers have obtained important appellate court victories including the following cases: Upland Police Officers Association v. City of Upland (2003) 111 Ca1.AppAth 1294; Gilbert v. Sunnyvale (2005) 130 Cal.App.4th 1264; Steinert v. Covina (2006) 146 Cal.App.4th 458; Benach v. County of Los Angeles (2007) 149 CalAth 836; and Los Angeles Deputy Sheriffs v. County of Los Angeles, Los Angeles County Sheriff's Department et al(2008) 166 Cal.AppAth 1625. M LIEBERT C smy Wtirrmo E FIRM RESUME We continue to publish articles and present workshops on the topic of internal affairs/ disciplinary investigations. Our workshops identify the key components of a successful investigation including how and when to begin an investigation, who should conduct the investigation, how to maintain confidentiality, how to organize and execute an effective investigation, and how to evaluate the facts and take corrective action once the investigation is completed. Disciplinary Hearings Every disciplinary case is serious, but those which occur in the public safety context are not only serious but also complicated by the special protections afforded to public safety personnel by laws including the Firefighters and Public Safety Officers Procedural Bill of Rights Acts. Our lawyers have successfully handled hundreds of disciplinary cases over the years. Retirement Practice The firm provides advice and counsel to public agencies regarding the laws and regulations of public employee retirement plans, including PERS, the County 1937 Retirement Act, and local agency retirement laws, as well as on retiree health insurance issues. The firm defends public agencies that are sued regarding retirement issues, defends public agencies and their employees and retired employees in retirement in cases where PERS acts to reduce benefits, and represents public agencies in disability and industrial disability retirement appeals. The firm helps agencies defend against PERS and other retirement board audits and, where necessary, files administrative appeals to challenge any negative audit findings. Members of the firm advise on all issues related to PERS, 1937 Act and STRS benefits. For example, we provide advice and counsel to clients regarding retirement formulas, the rules on reportable compensation, PERS and 37 Act contract amendments, disability retirement procedures and obligations, service credit, GASB issues, unfunded liabilities, retiree health benefits, vested rights and elected official benefits. Retirement issues have major impacts on agency labor relations. The firm provides strategy and guidance during negotiations in regards to retirement benefits, including acting as chief negotiator. We review agency policies and collective bargaining agreements/memoranda of understanding to ensure that they comply with applicable law. We represent agencies in retirement related administrative appeals and litigation, and have assisted agencies defend claims of underfunding as well as fiduciary obligations. ® LIEBERT C smy Wturmo E FIRM RESUME Litigation Services Liebert Cassidy Whitmore attorneys strive to prevent employment or other disputes before they arise through education, training, audits, advice, planning, and cooperative employer-employee relations. When employment or other disputes do arise, our defense efforts are designed to meet each client's particular needs, goals, and budget. We specialize in representing public agencies in the defense of legal actions and enjoy the reputation of a results-oriented, successful litigation firm. We are experts in all phases of litigation in both federal and state courts: pleading, discovery, motion practice, alternative dispute resolution, settlement and trial. Our particular expertise is the defense of public agencies in actions brought by employees, former employees, applicants or other individuals alleging employment related claims such as violations of the California Fair Employment and Housing Act; Federal Civil Rights Acts (e.g., section 1981 and 1983 claims); Americans with Disabilities Act; Age Discrimination in Employment Act; Fair Labor Standards Act; Meyers-Milias-Brown Act; Family and Medical Care Leave Acts; wrongful termination; and violation of state and/or federal constitutional rights such as due process, First Amendment and privacy rights. The firm's attorneys have handled a number of cases that have culminated in jury trials resulting in defense verdicts. These cases included claims for violation of constitutional rights; violation of the Age Discrimination in Employment Act; violation of the disability provisions contained in the Fair Employment and Housing Act; reverse discrimination; sex discrimination; sexual harassment; national origin discrimination; age discrimination; intentional infliction of emotional distress and retaliation claims under both state and federal laws. Our expertise also includes defending and prosecuting claims on behalf of public entities related to business, contract and property issues and construction projects and practices, including contract disputes, delay claims, assessment of liquidated damages, stop payment notice claims, subcontractor substitutions, boundary disputes, and many other construction and business related claims. Consulting and Training Services One of the frrm's greatest sources of accomplishment comes from its record of success in counseling and advising its clients on the best ways to avoid becoming a party to adversary proceedings. We were "pioneers" in the training field by creating "consortiums" of agencies. The thirty-two Employment Relations Consortiums (ERCs) are comprised of over 500 special districts, cities, counties, schools, and community college districts as well as other public sector agencies. M LIEBERT C smY WHrrmo" FIRM RESUME As part of our ERC services, we provide ongoing training on current developments in labor relations and personnel law on subjects including negotiation strategies; performance evaluations; disciplinary actions; employment discrimination, including harassment and ADA issues; Family and Medical Care Leave Acts; violence in the workplace; effective supervision; grievance administration; law enforcement issues and special workshops for governing board members. Experience over the years confirms that not only have the member agencies found the consulting and training services helpful, but an invaluable opportunity for the exchange of ideas and information between agency management. The firm provides individual training services to public agencies on a half-day or full- day basis. We customize these training programs to the precise needs of the client. Members of the firm make presentations on employment relations law issues to a variety of professional organizations including: Association of California Water Agencies Association of Chief Business Officials California Association ofJoint Powers Authorities California County Counsels Association California Fire District Association California Law Enforcement Association of Records Supervisors California Municipal Finance Officers California Peace Officers Standards and Training(POST)Academy California Police Chiefs Association California Public Employer Labor Relations Association California Sanitation Risk Management Authority California Special Districts Association California State Bar Labor and Employment Law Section California State Sheriffs Association Fire Districts Association of California International Personnel Management Association League of California Cities 6033 West Century Blvd. 153 Townsend St. 5250 North Palm Ave. 550 West"C"Street 5th Floor Suite 520 Suite 310 Suite 620 Los Angeles,CA 90045 San Francisco,CA 94107 Fresno,CA 93704 San Diego,CA 92101 te1:310.981.2000 te1:415.512.3000 te1:559.256.7800 te1:619.481.5900 fax:310.337.0837 fax:A 15.856.0306 fax:559.449.4535 fax:619.446.0015 ® LIEBERT C,&ssmy WHITmo" STEERING COMMITTEE Meeting Date TOBE.Of Dir. 11/28/18 11/28/18 AGENDA REPORT Item Item Number s 23 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: POSITION CHANGE FOR FY 2018-19 AND 2019-20 GENERAL MANAGER'S RECOMMENDATION Approve an upgrade of the vacant Director of Finance & Administrative Services (Salary Grade EM25) position to Director of Engineering (Salary Grade EM27). BACKGROUND In January 2018, the Board approved creating a second Assistant General Manager positiong with responsibility for the Operations and Maintenance (O&M) and Engineering Departments. With two Assistant General Managers in place, one Executive Management Team (EMT) position, Director of Finance and Administrative Services, was held vacant. In anticipation of the retirement of Director of Operations & Maintenance (O&M), Ed Torres in January 2019, Staff has further evaluated the Orange County Sanitation District's (Sanitation District) organization and identified opportunities to optimize the current management structure. RELEVANT STANDARDS • Plan for and execute succession, minimizing vacant position times PROBLEM The Director of O&M will retire in January 2019, creating a Director of O&M vacancy that needs to be filled in a timely manner. PROPOSED SOLUTION Backfill the vacant Director of O&M position by assigning those responsibilities to the Assistant General Manager of O&M and Engineering, Rob Thompson. Reclassify the vacant Director of Finance and Administrative Services position to Director of Engineering. Recruit and fill the Director of Engineering position and continue to hold one EMT position (Director of O&M) vacant. Page 1 of 3 TIMING CONCERNS Staff recommends approval of the position change so that the Director of Engineering recruitment can begin now to allow time to fully transition job duties and responsibilities and achieve greater efficiencies. RAMIFICATIONS OF NOT ACTING The Director of Engineering provides leadership and guidance to staff tasked with planning and delivering complex engineering projects. Without continuity of leadership, the program could experience costly delays or other problems. PRIOR COMMITTEE/BOARD ACTIONS January 2018 - Board approved creating a second Assistant General Manager position with responsibility for the Operations and Maintenance (O&M) and Engineering Departments; and appoint one of the existing department heads to assume these additional responsibilities, while maintaining their current responsibilities; and, upon the retirement of the existing Assistant General Manager (Bob Ghirelli), appoint one of the existing department heads to that position, overseeing the Finance & Administrative Services and Environmental Services departments. The resulting department head vacancy will remain unfilled. ADDITIONAL INFORMATION In January 2018, the Board approved changing the organizational structure to create a new Assistant General Manager position to align the O&M and Engineering Departments and provide for succession management while supporting our focus on resource recovery, rehabilitation, and operational resiliency. One EMT position (Director of Finance)was held vacant and the Director of Engineering position was assumed by the new the Assistant General Manager. Staff has further evaluated Sanitation District's organizational structure, in anticipation of the retirement of Director of Operations & Maintenance Ed Torres in January 2019; and identified opportunities to optimize the management structure to realize greater efficiencies. One of the immediate needs is to backfill the Director of O&M position. This need can be achieved through internal movement. The Assistant General Manager of O&M and Engineering can assume the role of Director of O&M. The Assistant General Manager would relinquish the role of Director of Engineering. The Sanitation District would recruit for a Director of Engineering rather than Director of 0&M. Since the currently vacant EMT position is Director of Finance and Administrative Services, which is at a different pay grade than the Director of Engineering, Staff is recommending upgrading the vacancy to authorize and expedite recruitment for the Director of Engineering. Page 2 of 3 FINANCIAL CONSIDERATIONS The recommended pay grade change represents a potential increased salary cost of $11,754 per year. The estimated salary savings from holding the Director of O&M position vacant is $200,000 per year. ATTACHMENT The following attachment(s) are included in hared copy and may also be viewed on-line at the OCSD website(www.ocsd.coml with the complete agenda package: Abridged Classification and Compensation Plan — Executive Management Group, 7/6/18 Page 3 of 3 Orange County Sanitation District Classification and Compensation Plan Rates Effective July 6,2018 EXECUTIVE MANAGEMENT GROUP Classification Pay Grade I Step 1 1 Step 2 1 Step 3 1 Step 4 Step 5 Director of Engineering EM27 1 $ 199,8171 $ 210,035 1 $ 220,776 1 $ 232,067 $ 243,935 Director of Operations and Maintenance I EM26 1 $ 194,9431 $ 204,9121 $ 215,3921 $ 226,407 $ 237,985 Director of Finance and Administrative Services I EM25 1 $ 190.1881 $ 199.914 1 $ 210.1381 $ 220.885 $ 232,181 ]/6p8 STEERING COMMITTEE Meeting Date TOBE.Or .Dir. 11/28/18 11/28/18 AGENDA REPORT Item Item Number 6 24 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: STRATEGIC PLAN UPDATE GENERAL MANAGER'S RECOMMENDATION A. Approve the Strategic Plan 2018-2019 Update; and B. Direct staff to implement the goals and levels of service contained in the Plan. BACKGROUND In November 2013, the Board of Directors adopted a Five-Year Strategic Plan. Each year, the Orange County Sanitation District (Sanitation District) reviews and updates the Strategic Plan to make necessary changes. In April 2017, the Sanitation District retained the firm of BHI Management Consulting to conduct a series of one-on-one confidential interviews with interested Board Members. In July 2017, the consultant led an employee workshop and in August 2017, took part in the Executive Management Team's annual planning meeting to assist in the preparation of the 2017 Strategic Plan Update. The 2017 Strategic Plan Update concluded that the Sanitation District had completed all but one of the Strategic Goals listed in the Five-Year Strategic Plan. The one outstanding Goal is a continuous goal. During the 2018 Strategic Plan review and update, the Assistant General Managers met and reviewed the recommendations from the consultant's 2017 report. The report included information received from the Board of Directors and employee workshop organized into potential Strategic Goals and Initiatives for the Sanitation District. Upon reviewing the report, the Assistant General Managers developed new initiatives which align with the Sanitation District's Strategic Goals. These new Strategic Initiatives were shared with the Departments and presented to the full Executive Management Team at their annual planning meeting in August 2018. The attached document reflects the Strategic Goals and Initiatives that are being proposed for the 2018 Strategic Plan Update. The section below includes references to the minor edits that were made to three initiatives since the draft of the Strategic Plan was presented to the Steering Committee last month. Initiative 1.2: Resource Recovery — Develop Food Waste Receiving Program and Implement Plan by 2021 and complete construction of the Food Waste Receiving Station by 2022. Page 1 d 3 Initiative 1.3: Air Emissions Permit Evaluations—Develop an implementation strategy to review the Clean Air Act Title V Permits at both plants by 2022. Initiative 4.1: Digital Workplace — Complete the next phase of implementing a more efficient digital workplace by employing a trusted system for maintaining all electronic records created or stored as an official record by 2022. A trusted system will allow us to reduce paper storage space and improve the speed and efficiency of processing documents with faster access based on electronic versions of documents. RELEVANT STANDARDS • Strategic Plan PROBLEM The Five-Year Strategic Plan followed a five-year development cycle with annual updates and was not in alignment with the Sanitation District's two-year budgeting process. With the Sanitation District entering a period of continuous maintenance and technology improvements, a new Strategic Plan format is more appropriate. PROPOSED SOLUTION The proposed Strategic Plan includes Strategic Goals that are broad policy statements with smaller, more achievable supporting initiatives that move toward achieving the strategic goals. The new proposed Strategic Plan and strategic planning process will follow a two-year development cycle to support the two-year budgeting process and allow for the Strategic Plan to be updated and completed in the fall prior to the development of the two-year budget. TIMING CONCERNS The Strategic Plan is presented for approval in November 2018 to coordinate with the annual budget update which begins in January 2019. RAMIFICATIONS OF NOT TAKING ACTION There may be a lack of clarity and alignment between the Board and staff regarding the priorities and goals of the Sanitation District. PRIOR COMMITTEE/BOARD ACTIONS November 2017 The Board of Directors approved the 2017 Strategic Plan Update. October 2017 A red-lined version of the Strategic Plan Update was received and reviewed by both the Administration and Operations Committees. October 2016 The Board of Directors received and filed the Strategic Plan Update. December 2015 The Board of Directors approved the Strategic Plan Update dated December 2015 and directed staff to implement the goals and levels of service contained in the Plan. Page 2 of 3 November 2015 The Steering Committee received a Summary of Strategic Plan Update Workshop. October 2015 The Board of Directors held a Special Meeting - 2015 Strategic Plan Update Board Workshop. November 2013 The Board of Directors adopted the 2014-2019 Five-Year Strategic Plan. Sept/Oct. 2013 The Board of Directors held a Special Meeting 2013 Strategic Plan Workshop. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (mm w.ocsd.coml with the complete agenda package: • Strategic Plan 2018-2019 Update Page 3 of 3 pmalhhm 14�vw y 1pj ' A"; �s• om 00 0 ® MESSAGE FROM THE GENERAL MANAGER In November 2013,the Orange County Sanitation District (Sanitation District)adopted a five-year Strategic Plan that envisioned an organizational culture that adheres to our core values and makes efficient and effective use of all available resources.I am pleased to report that upon completion of the five-year period,the Strategic Goals we had set out to accomplish were completed. As a mature utility with more than$10 billion in assets,the Sanitation District is stepping into a unique period that will bring continuous maintenance and technology improvements.This new Strategic Plan includes complex goals and initiatives that will take many years to accomplish.The new Strategic Plan proposes a rolling two-year development cycle with biennial updates,instead of annual updates, to support the two-year budgeting process. The Strategic initiatives included in this Strategic Plan center on Environmental Stewardship,Organizational Effectiveness, Operational Optimization and Sustainability. We look forward to achieving the goals outlined in this Strategic Plan through the hard work of our dedicated workforce and the commitment and support of our Board of Directors and the public we serve. Under the direction of the Board of Directors,I am honored to be leading this effort and I look forward to working together to accomplish our goals in the years ahead and continuing our successes. Respectfully submitted, � " , James D.Herberg,General Manager STRATEGIC GOALS ENVIRONMENTAL STEWARDSHIP—This goal is part of the Sanitation District's commitment to protecting public health and the environment by utilizing practical and innovative means of recycling Strategic wastewater,energy,and solids to recover resources. Goal#1 Initiative 1.1:Water Supply Reliability—Support the final expansion of the Groundwater Replenishment System(GWRS)to maximize water recycling by delivering GW RS Final Expansion projects necessary to separate reclaimable and unreclaimable flows at Plant No.2 no later than 2023. Initiative 1.2:Resource Recovery—Develop Food Waste Receiving Program and Implement Plan by 2021 and complete construction of the Food Waste Receiving Station by 2022. Initiative 1.3: Air Emissions Permit Evaluations—Develop an implementation strategy to review the Clean Air Act Title V Permits at both plants by 2022, ORGANIZATIONAL EFFECTIVENESS—This goal is part of the Sanitation District's commitment to creating a safe and productive workplace with the best Strategic workforce possible by providing opportunities for training and development. Goal#2 Initiative 2.1: Site Security—Develop and update physical site security design standards and cyber security controls based on industry guidance and best practice to ensure security controls are incorporated into future projects. OPERATIONAL OPTIMIZATION—This goal is part of the commitment to maintain the Sanitation District's assets at the lowest life cycle cost by developing optimum asset maintenance and Strategic replacement strategies. Goal#3 Initiative 3.1: Asset Management Plan(AMP)—Create an annual AMP that documents the condition of facilities,plans short-term maintenance activities,and defines major refurbishment/ replacement project scope,schedule,and budget. Initiative 32:Staffing Assessment—Conduct an in-depth and comprehensive technical assessment of all current asset management strategies consisting of preventative maintenance, predictive maintenance,managed activities,and Job Plans associated with the maintenance of electrical,mechanical,and instrumentation assets.This effort will help with optimizing asset maintenance plans and schedules and will provide more accurate picture of the staffing resources necessary to complete required maintenance tasks associated with the Sanitation District's assets. SUSTAINABILITY—This initiative aligns with the Sanitation District's dedication to continually seek efficiencies to protect public health and the Strategic environment. Goal#4 Initiative 4.1: Digital Workplace—Complete the next phase of implementing a more efficient digital workplace by employing a trusted system for maintaining all electronic records created or stored as an official record by 2022. Atmsted system will allow usto reduce paper storage space and improvethe speed and efficiencyof processing documents with faster access based on electronic versions of documents. Initiative 4.2.• Natural Disaster Resiliency—Develop a plan to assess the resiliency of the Sanitation District's Collections System and Treatment Plants against natural disasters. ORANGE COUNTY SANITATION "To protect public health DISTRICT WILL BE A LEADER IN: and the environment by Providing reliable,responsive,and affordable providing effective services in line with customer needs and expectations. wastewater collection, Protecting public health and the environment utilizing treatment,and all practical and effective means forwastewater,energy, recycling." and solids resource recovery. Continually seeking efficiencies to ensure that the public's money is wisely spent. Communicating our mission and strategies with those we serve and all other stakeholders. Partnering with others to benefit our customers, this region,and our industry. Creating the best possible workforce in terms of safety,productivity,customer service,and training. Honesty,Trust and Respect We aspire to the highest degree of integrity,honesty,trust, and respect in our interaction with each other,our suppliers,our customers,and our community. Teamwork and Problem Solving We strive to reach OCSD goals through cooperative efforts and collaboration with each other and our constituencies.We work to solve problems in a creative, cost-effective,and safe manner,and we acknowledge team and individual efforts. Leadership and Commitment We lead by example,acknowledging the value of our resources and using them wisely and safely to achieve our objectives and goals.We are committed to act in the best interest of our employees,our organization,and our community. Learning/Teaching-Talents,Skills and Abilities We continuously develop ourselves,enhancing our talents,skills,and abilities,knowing that only through personal growth and development will we continue to progress as an agency and as individuals. Recognition/Rewards We seek to recognize,acknowledge,and reward contributions to OCSD by our many talented employees. 4y NEE EN 1112018 •T WOODRUFF,.SPRADLIN&SMART 555 ANTON BOULEVARD, BUTTE 1200 COSTA M.s A, CA 92626-9670 (714)559-9000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: November 20,2018 RE: Closed Session Items The Board of Directors desires to hold a closed session on November 28,2018 for the purpose of conferring with its legal counsel regarding anticipated litigation. Existing facts and circumstances reflect a significant exposure to litigation against the District. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(2). The facts and circumstances are as follows: The District received a claim from Richard Spencer, a former employee. The claim seeks damages for alleged denial of due process. Respec 1 submitted, By: Bradley P. Hogin, G neral Counsel 1297914.1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California LAFCO Local Agency Formation RWQCB Regional Water Quality Water Agencies Commission Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority California Air Resources National Environmental Supervisory Control And CARB Board NEPA Policy Act SCADA Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O&M Operations&Maintenance SRF Clean Water State Program Revolving Fund California Regional Water Orange County Council of Sewer System CRWQCe Quality Control Board OCCOG Governments SSMP Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency California Water Environment Orange County Sanitation State Water Resources CWEA Association OCSD District SWRCe Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team COBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and 7S5 Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats,Oils,and Grease PCSA Consultant/Construction WDR Wastee Discharge Services Agreement gpd gallons per day PDSA Professional Design Services WEE Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERE Water Environment& System Works Reuse Foundation ICS Incident Command System ppm pans per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority REP Request For Proposal WRDA Water Resources Develo ment Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS 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. 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 (Dfr)—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 stil . GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint 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. LEVEL 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. 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.