HomeMy WebLinkAbout11-18-2015 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, November 18, 2015
Regular Meeting of the b _ 6:00 P.M.
BOARD OF DIRECTORS Board Room
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
AGENDA
INVOCATION AND PLEDGE OF ALLEGIANCE: (Richard Murphy, City of Los Alamitos)
ROLL CALL:
DECLARATION OF QUORUM:
PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a
Speaker's Form (located at the table outside of the Board Room)and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by
the Chairman and are requested to limit comments to three minutes.
SPECIAL PRESENTATIONS:
Safety Contest Winners
REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters
of general interest to the Directors. These reports are for information only and require no action by the
Directors.
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 Any items withdrawn from the Consent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:
A. Approve the minutes of the Special Board of Directors Meeting held on
October 21, 2015; and
11/1&15 OCSD Board of Directors Agenda Page 1 of
B. Approve the minutes of the Regular Board of Directors Meeting held on
October 28, 2015.
2. PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR
YEAR 2016. (Bob Ghirelli)
RECOMMENDATION: Approve the calendar of meeting dates for the 2016
calendar year for meetings of the Board of Directors and the following Committees:
Administration, Legislative and Public Affairs, Operations, and Steering.
3. EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF HYDROGEN
DISPENSING STATION (Nick Arhontes)
RECOMMENDATION: Authorize the General Manager to execute First
Amendment to the license agreement with Air Products and Chemicals, Inc.for the
operation of a Hydrogen Dispensing Station at Plant 1, for the period ending
October 31, 2016, at a cost not to exceed $18,407 monthly, in a form approved by
General Counsel.
4. 2015-2016 WET WEATHER FLOW MONITORING SERVICES
(Rob Thompson)
RECOMMENDATION: Authorize a Purchase Order Contract for flow monitoring
and rain gauge services using the City of San Jose California Master Consultant
Agreement (CPMS 7183), with ADS Environmental Services Commencing
November 23, 2015 through June 30, 2016, for a total amount not to exceed
$330,000, in accordance with Ordinance OCSD-47, Section 2.03(B) Cooperative
Purchases.
OPERATIONS COMMITTEE:
5. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve Minutes of the November 4, 2015, Operations
Committee Meeting.
6. MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL
TESTING SERVICES (Rob Thompson)
RECOMMENDATION: Approve Amendment No. 1 to the Professional Services
Agreement, PSA2013-001, with Sequoia Consultants, Inc., to provide on-call
Materials Testing, Inspection, and other Geotechnical Testing Services for
11/18/15 OCSD Board of Directors Agenda Page 2 of 7
Collection System and Treatment Plant projects, for an amount not to exceed
$100,000, increasing the total contract amount not to exceed $300,000.
7. ADDITIONAL SERVICES AND INCREASE TO AGREEMENT J-79-IA FOR
CENTRAL GENERATION AUTOMATION/CONTINUOUS EMISSIONS
MONITORING SYSTEMS (CEMS) (Ed Torres)
RECOMMENDATION: Approve additional maintenance services to a Sole
Source Purchase Order Service Agreement, J-79-1A with CEMTEK Environmental
for maintenance of the Central Generation Engines continuous emissions
monitoring systems, for an additional amount of$104,068, for a new total amount
not to exceed $361,568, for the contract period ending November 22, 2017.
ADMINISTRATION COMMITTEE:
8. VAX EMULATOR FOR PROCESS CONTROL SYSTEM, MODERNIZATION &
SECURITY IMPROVEMENTS PROJECT (Lorenzo Tyner)
RECOMMENDATION:
A. Authorize a Purchase Order Contract with Quayle Consulting, Inc. for the
procurement of Charon-VAX permanent licenses and maintenance in the
amount of$338,401; and
B. Approve a contingency of 10% ($33,840).
9. MICROSOFT ENTERPRISE LICENSE AGREEMENT (ELA) FOR MICROSOFT
ENTERPRISE SOFTWARE LICENSES (Lorenzo Tyner)
RECOMMENDATION:
A. Authorize a Purchase Order with 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 01E73134, payable
annually and with contract expiration date of December 31, 2018 for a total
amount not to exceed $874,556.22; and
B. Approve a contingency of 15% ($131,183.43).
11/18/15 OCSD Board of Directors Agenda Page 3 of 7
10. ENTERPRISE INFORMATION MANAGEMENT (EIM) STAFFING SUPPORT
(Lorenzo Tyner)
RECOMMENDATION:
A. Approve a Service Contract with Project Partners, Inc. for Enterprise
Information Management On-Call Staffing, Specification No.
S-2015-72513D, for a period of January 1, 2016 through
December 31, 2016, for a total annual amount not to exceed $121,800 with
four one-year renewal options; and
B. Approve a contingency of 20% ($24,360).
11. REPROGRAPHICS AND RELATED SERVICES (Lorenzo Tyner)
RECOMMENDATION:
A. Authorize a Purchase Order Contract with ARC Document Solutions, LLC
for reprographics services per County of Orange Master Contract #RCA
MA-017-16010366, for one 3-year period (11/04/15 — 11/03118) for an
aggregate amount not to exceed $200,000 per year; and
B. Approve the option of two additional one-year renewals for an amount not
to exceed $200,000 per year.
12. CONSOLIDATED FINANCIAL REPORT FOR THE FIRST QUARTER ENDED
SEPTEMBER 30, 2015 (Lorenzo Tyner)
RECOMMENDATION: Receive and file Orange County Sanitation District First
Quarter Financial Report for the period ended September 30, 2015.
13. ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL
FINANCIAL REPORT (CAFR) FOR THE YEAR END JUNE 30, 2015.
(Lorenzo Tyner)
RECOMMENDATION:
Receive and file the Sanitation District's Comprehensive Annual Financial Report
for the year ended June 30, 2015, prepared by staff and audited by McGladrey,
Certified Public Accountants, along with the following reports prepared by
McGladrey:
A. Report to the Administration Committee; and
11/18/15 OCSD Board of Directors Agenda Page 4 of 7
B. Independent Accountants' Report on Agreed-Upon Procedures Applied to
Appropriations Limit Worksheets.
14. OWNER CONTROLLED INSURANCE PROGRAM EXTENSION
(Celia Chandler)
RECOMMENDATION: Approve the purchase of a multi-year extension of the
Owner Controlled Insurance Program at a total cost of $725,612 for five policies
covering three layers of liability coverage, workers compensation coverage, and
pollution coverage, through December 31, 2017.
STEERING COMMITTEE:
15. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the October 28, 2015 meeting of the
Steering Committee.
16. GENERAL MANAGER COMPENSATION AND BENEFITS (John Nielsen)
RECOMMENDATION: Adopt Resolution No. OCSD 15-24 entitled, "A Resolution
of the Board of Directors of Orange County Sanitation District amending the salary
increase, salary range adjustment, and changes to benefits for the General
Manager for Fiscal Year 2015-2016."
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
17. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve minutes of the November 9, 2015 meeting of the
Legislative and Public Affairs Committee.
NON-CONSENT CALENDAR:
18. PLANT 2 TRICKLING FILTER ODOR CONTROL SYSTEM UPGRADE,
PROJECT NO. FE13-04 (Rob Thompson)
RECOMMENDATION:
A. Receive and file bid tabulation and recommendation;
11/18/15 OCSD Board of Directors Agenda Page 5 of 7
B. Award a construction contract to Kiewit Infrastructure West Co. for Plant 2
Trickling Filter Odor Control System Upgrade, Project No. FE13-04, for a
total amount not to exceed $2,514,000; and
C. Approve a contingency of$251,400 (10%).
19. EXTENSION OF AGREEMENT WITH EAST ORANGE COUNTY WATER
DISTRICT (Jim Herberg)
RECOMMENDATION: Authorize the General Manager to negotiate and execute
an extension of the Local Sewer Facilities Transfer Agreement with East Orange
County Water District regarding the transfer of local sewers in Service Area 7.
AB 1234 REPORTS:
INFORMATION ITEMS:
None.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
ADJOURNMENT:
Adjourn the Board meeting until the Regular Board of Directors Meeting on
December 16, 2015, at 6:00 p.m.
11/1 W15 OCSD Board of Directors Agenda Page 6 of 7
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special
disability related accommodations, please contact the Orange County Sanitation District Clerk of the
Board's office at(714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify
the nature of the disability and the type of accommodation requested.
Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,
this agenda has been posted outside the main gate of the Sanitation District's Administration Building
located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website
at www.ocsd.com, not less than 72 hours prior to the meeting dale and time above. All public records
relating to each agenda item, including any public records distributed less than 72 hours prior to the
meeting to all, or a majority of the Board of Directors, are available for public inspection in the office of
the Clerk of the Board.
Agenda Description: The agenda provides a brief general description of each item of business to be
considered or discussed. The recommended action does not indicate what action will be taken. The
Board of Directors may take any action which is deemed appropriate.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting,items must
be submitted to the Clerk of the Board 14 days before the meeting.
Kelly A. Lore
Clerk of the Board
(714)593-7433
klore(a).ocsd.cem
For any questions on the agenda, Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherbem(docsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(a)ocsd.com
Director of Engineering Rob Thompson (714)593-7310 rthomoson(cDocsd.com
Director of Facility Support Services Nick Amontes (714)593-7210 namontesAocsd.com
Director of Finance and Lorenzo Tyner (714)593-7550 Iwneraocsd.com
Administrative Services
Director of Human Resources Celia Chandler (714)593-7202 cchandler(alocsd.com
Director of Operations 6 Maintenance Ed Torres 714 593-7080 etorres ocsd.com
11/18/15 OCSD Board of Directors Agenda Pagel of7
ITEM NO. 1A
Orange County Sanitation District
MINUTES
SPECIAL BOARD MEETING
Strategic Plan Workshop
October 21 , 2015
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10/21/2015 Minutes of Board Meeting Page 1 of 4
ROLL CALL
A SPECIAL meeting of the Board of Directors of the Orange County Sanitation District
was called to order on October 21, 2015, at 6:12 p.m. by Chair Nielsen, in the
Administration Building. Director Beamish delivered led the Pledge of Allegiance.
The Clerk of the Board declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X John Nielsen, Chair Allan Bernstein
X Gregory Sebourn Doug Chaffee
X Lisa Bartlett Michelle Steel
X Tom Beamish X Rose Espinoza
Steven Choi Lynn Schott
Keith Curry Scott Peotter
X Ellery Deaton X Sandra Massa-Lavitt
Tyler Diep X Joy Neugebauer
James M. Ferryman X Bob Ooten
X Steven Jones Kris Beard
Jim Katapodis X Erik Peterson
X Robert Kiley X Michael Beverage
Peter Kim X Michele Steggell
X Lucille Kring Jordan Brandman
X Greg Mills Robert Collaoott
X Richard Murphy Shelley Hasselbrink
Steve Nagel MichaelVo
X Glenn Parker X Cecilia Hupp
X David Shawver Carol Warren
Fred Smith Steve Berry
Teresa Smith Mark Murphy
Sal Tinajero David Benavides
X Chad Wanke Constance Underhill
John Withers Douglas Reinhart
X Mariellen Yarc Stacy Berry
STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant
General Manager; Rob Thompson, Director of Engineering, Lorenzo Tyner, Director of
Finance & Administrative Services; Ed Torres, Director; Kelly Lore, Clerk of the Board;
Jennifer Cabral; Jim Colston; Mark Esquer; Norbert Gaia; Al Garcia; Kathy Millea; Jeff
Mohr; Louis Pasoz and Paula Zeller.
OTHERS PRESENT: Brad Hogin (General Counsel); Kristine Thalman, K.E Thalman &
Associates; and Rich ten Busch, Black & Veatch.
10/21/2015 Minutes of Board Meeting Page 2 of 4
PUBLIC COMMENTS:
None.
OPENING REMARKS (Jim Herberg, General Manager)
Chair Nielsen welcomed everybody to the meeting, briefly reviewed the meeting's
agenda; introduced facilitator, Kristine Thalman and provided her biography.
General Manager, Jim Herberg provided a PowerPoint presentation and explained the
Strategic Plan's process, goals and objectives from 2013 including: Customer Service;
Protecting Public Health and the Environment; Managing&Protecting the Public's Funds;
Stakeholder Understanding & Support; and Organizational Effectiveness. Mr. Herberg
then identified the"Big 5", areas that he will focus on as described in the General Manager
Work plan for FY 2015-16. These areas include: Safety and security, Succession
planning, Resource recovery, Reliability, and Operational optimization.
DISTRICT ACCOMPLISHMENTS (Bob Ghirelli, Assistant General Manager)
Assistant General Manager, Bob Ghirelli continued with the PowerPoint presentation and
provided a progress update on the eight key goals of the Strategic Plan including: Odor
Control Master Plan; future water recycling; energy efficiency; local sewer transfers;
disinfection of ocean discharge; workforce planning and development; future biosolids
management options; and legislative advocacy and public outreach. Mr. Ghirelli also
announced the successful levels of service of the agency.
Alternate Director Peterson departed the meeting at 6:35 p.m.
SUMMARY OF BOARD INTERVIEWS (Kristine Thalman, K.E. Thalman &Associates)
Ms. Kristine Thalman reported on identified Board of Directors priorities which were based
on interviews with ten of the 25 Board of Directors, and consisted of six questions related
to the eight initiatives of the Strategic Plan. Ms. Thalman provided the Board a written
summary and then verbally reviewed the responses and comments to those questions;
and asked for any further input to be provided for discussion this evening.
Chair Nielsen commended the efficiency of the OCSD staff in this process, and
complimented those Board members who were interviewed and supplied technical
information to Ms. Thalman. He stated his main concern is making the public aware of
the cultural transformation of OCSD becoming a product producer.
Suggestions were offered by the Board on topics including: community outreach efforts;
sole source providers; continued budget efficiencies; and website enhancement.
Mr. Herberg concluded that most of the suggested items fall under his GM work plan and
he will provide a report back in the future.
10/21/2015 Minutes of Board Meeting Page 3 of 4
Several Board members commended the agency and the staff.
PRESENTATION OF ISSUE PAPER (Rob Thompson, Director of Engineering)
Director of Engineering, Rob Thompson provided Issue Paper No. 1 regarding
Stormwater Capture providing information on governance; flow rates; OCSD Urban
Runoff Program; and risks of the capture. Mr. Thompson stated staffs recommendation
to the Board is to continue the current urban runoff policy, protect the collection system
and treatment plants and continue to support the other agencies that manage stormwater
capture.
El Nino preparation and systems were discussed. Questions of the stormwater capture
processes were answered by Mr. Thompson and Mr. Herberg. Mr. Herberg stated that
the Orange County Water District will provide additional information at a presentation in
the future.
Alternate Director Steggell departed the meeting at 7:51 p.m.
Director Jones and Director Wanke departed the meeting at 7:55 p.m.
PRESENTATION OF ISSUE PAPER (Mark Esquer, Engineering Manager)
Engineering Manager, Mark Esquer provided information regarding Collections system
dosing stations and the problematic method of maintaining the best Level of Service
target of Collection System Odor Complaints. Mr. Esquer stated that staffs
recommendation is to increase the Level of Service target of Collections System Odor
complaints to 28 from 12.
The Board held brief dialogue regarding the responsibility of balancing the level of service
with the cost involved.
FACILITATION OF DISCUSSION, REVIEW AND WRAP-UP (Kristine Thalman, K.E.
Thalman &Associates)
Ms. Thalman concluded the evening by stating that there are no additional objectives or
goals to add to the current Strategic plan at this time. If anyone has additional comments
or suggestions, please contact General Manager, Jim Herberg.
ADJOURNMENT: At 8:07 p.m. Chair Nielsen adjourned the meeting until the Regular
Board Meeting on October 28, 2015 at 6:00 p.m.
Kelly A. Lore
Clerk of the Board
10/21/2015 Minutes of Board Meeting Page 4 of 4
ITEM NO. 16
Orange County Sanitation District
MINUTES
BOARD MEETING
October 28, 2015
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ROLL CALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
held on October 28, 2015, at 6:03 p.m., in the Administration Building. Director Kim
delivered the invocation and led the Pledge of Allegiance.
The Clerk of the Board declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X John Nielsen, Chair Allan Bernstein
X Gregory Sebourn Doug Chaffee
X Lisa Bartlett Michelle Steel
X Tom Beamish Rose Espinoza
Steven Choi X Lynn Schott
Keith Curry X Scott Peotter
X Ellery Deaton Sandra Massa-Lavitt
A Tyler Diep Joy Neugebauer
James M. Ferryman X Bob Ooten
A Steven Jones Kris Beard
X Jim Katapodis Erik Peterson
X Robert Kiley Michael Beverage
X Peter Kim Michele Steggell
X Lucille Kring Jordan Brandman
X Greg Mills Robert Collaoott
X Richard Murphy Shelley Hasselbrink
X Steve Nagel MichaelVo
X Glenn Parker Cecilia Hupp
X David Shawver Carol Warren
A Fred Smith Steve Berry
Teresa Smith X Mark Murphy
X Sal Tinajero David Benavides
X Chad Wanke Constance Underhill
X John Withers Douglas Reinhart
X Mariellen Yarc Stacy Berry
STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant
General Manager; Lorenzo Tyner, Director of Finance & Administrative Services; Celia
Chandler, Director of Human Resources; Ed Torres, Director of Operations &
Maintenance; Kelly Lore, Clerk of the Board; Jennifer Cabral; Don Cutler; Mark Esquer;
Dean Fisher; Norbert Gaia; Al Garcia; Bill Pease; Carrie Robles; and Paula Zeller.
OTHERS PRESENT: Brad Hogin (General Counsel); and Michael Beverage (Alternate
Director YLWD).
10/25/2015 Minutes of Board Meeting Page 2 of 10
PUBLIC COMMENTS:
None.
SPECIAL PRESENTATIONS:
Isaac Aziz, Municipal Information Systems Association of California presented the
Excellence in IT Practices Award to IT Systems & Operations Manager, Rich Castillon.
Director of Finance and Administrative Services, Lorenzo Tyner presented a 25 year
service award to IT Systems & Operations Manager Rich Castillon.
Chair Nielsen presented a 20 year service award to General Manager Jim Herberg.
REPORTS:
Chair Nielsen reported on the success of the 2015 State of the District including the
District's accomplishments and the Annual Report which provided the first communication
piece that emphasized our"brand" as a resource recovery facility.
Chair Nielsen also reported on the strategic planning session that was held on
October 21. Staff will compile the information, make any necessary changes and bring it
back in December for adoption. He also announced that Adam Hutchinson, OCWD's
Recharge Planning Manager, will make a presentation on storm water capture to the
OCSD Committees in November.
Chair Nielsen then provided an update from the Legislative and Public Affairs (LAPA)
Committee including: outreach and educational efforts; State and Federal Lobbyist
contract renewals; and the upcoming presentation from Adam Link with CASA at the
November LAPA Committee meeting.
General Manager Jim Herberg introduced and welcomed the new Director of Human
Resources, Celia Chandler. He also provided a summarization of the performance based
pay increases that he distributed to the Executive Management Team and Managers this
fiscal year, as approve by the Board of Directors in September.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
Regular Board of Directors Meeting held on September 23, 2015.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Parker; Schott
10/29/2015 Minutes of Board Meeting Page 3 of 10
(Alternate); Sebourn; Shawver; Tinajero; Wanke; Withers and
Yarc
NOES: None
ABSTENTIONS: M. Murphy (Alternate); and Peotter (Alternate)
ABSENT: Diep; Jones; and F. Smith
OPERATIONS COMMITTEE:
2. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
October 7, 2015, Operations Committee Meeting.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
3. INDUSTRIAL CLEANING SERVICES, SPECIFICATION NO. 5-2015-714BD
(Nick Arhontes)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Award a service contract to Performance Pipeline Technologies for
Industrial Cleaning Services, Specification No. S-2015-71413D, for a total
amount not to exceed $526,500 for the period December 11, 2015 through
December 10, 2016, with four one-year renewal options; and
B. Approve a contingency of$105,300 (20%).
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
4. EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF HYDROGEN
DISPENSING STATION (Nick Arhontes)
MOVED, SECONDED, AND DULY CARRIED TO: Authorize the General
Manager to negotiate an extension of the license agreement with Air Products and
10/29/2015 Minutes of Board Meeting Page 4 of 10
Chemicals, Inc. for the operation of a Hydrogen Dispensing Station at Plant 1 in a
form recommended by General Counsel.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
5. DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17 (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO: Approve a contingency
increase of $86,481 (15%) to the Professional Design Services Agreement with
RMC Water& Environment (RMC)for District 6 Trunk Sewer Relief, Project No. 6-
17, for a total contingency of$144,135 (25%).
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
6. AWARD OF ON-CALL MAINTENANCE AND REPAIR SERVICES MASTER
CONTRACTS -SPECIFICATION NO. 5-2015-700 (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve Master Contracts for providing maintenance and repair services,
Specification No. 5-2015-700, for a one-year period effective December 1,
2015 through November 30, 2016, with two (2) one-year renewal options,
in accordance with Ordinance OCSD-47, Section 2.03 (H), with the
following 7 qualified firms, for bids less than $100,000:
1. J.R. Filanc Construction Company
2. Charles King Company
3. W.A. Rasic Construction Company, Inc.
4. Jamison Engineering Contractors, Inc.
5. United Riggers and Erectors, Inc.
6. SS Mechanical Corp.
7. O'Connell Engineering & Construction Inc.; and
B. Authorize the General Manager to add or delete firms as necessary to
maintain a qualified base of up to 7 firms in accordance to Request for
Qualifications Specification No. S-2015-700.
10/29/2015 Minutes of Board Meeting Page 5 of 10
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
7. NEWPORT FORCE MAIN REHABILITATION, PROJECT NO. 5-60
(Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a project budget increase of$5,913,000, for a total project budget
of $64,000,000 for Newport Force Main Rehabilitation, Project No. 5-60;
and
B. Approve a contingency increase of $3,671,500 (10%) to the construction
contract with Kiewit Infrastructure West Company for Newport Force Main
Rehabilitation, Project No. 5-60, for a total contingency of $11,014,500
(30%).
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
8. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE
REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO: Designate the southwest
corner of Plant No. 1 forthe location forthe Administration Building and Laboratory
Building as the preferred alternative for CEQA evaluation under the Headquarters
Complex, Site and Security, and Entrance Realignment Program, Project No. P1-
128.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
10/29/2015 Minutes of Board Meeting Page 6 of 10
ADMINISTRATION COMMITTEE:
9. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
October 14, 2015 meeting of the Administration Committee Meeting.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
10. COOPERATIVE PROCUREMENT WITH ADMIN MINNESOTA MATERIALS
MANAGEMENT DIVISION MINNESOTA WSCA-NASPO MASTER
AGREEMENT (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Authorize purchases of
information technology computer and peripheral equipment using the Admin
Minnesota Department of Administration, Materials Management Division,
Minnesota WSCA-NASPO Master Agreement number MNWNC-115 through the
contract expiration date, March 31, 2017 for a total amount not to exceed
$500,000, in accordance with Ordinance OCSD47, Section 2.03(B) Cooperative
Purchases.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
11. ELECTRONIC RECORDING MEMORANDUM OF UNDERSTANDING COUNTY
OF ORANGE CLERK-RECORDER'S OFFICE (Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve the Electronic Recording Memorandum of Understanding (MOU)
between the County of Orange and Orange County Sanitation District for
the use of the Secure Government to Government (G2G) Portal for a term
of five (5) years; and
B. Authorize the Clerk of the Board, or her designee, to transmit/record any
and all required Orange County Sanitation District real property documents
in an electronic format.
10/29/2015 Minutes of Board Meeting Page 7 of 10
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
12. GENERAL MANAGER APPROVED PURCHASES (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO:
Receive and file District purchases made under the General Manager's authority
for the period of July 1, 2015—September 30, 2015.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
STEERING COMMITTEE:
13. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
September 23, 2015 meeting of the Steering Committee.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE:
14. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the
October 12, 2015 meeting of the Legislative and Public Affairs Committee.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
10/29/2015 Minutes of Board Meeting Page 8 of 10
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
15. AUTHORIZATION OF CONTRIBUTION TO CASA EDUCATION FOUNDATION
SCHOLARSHIP FUND (Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No.
OCSD 15-22,entitled "A Resolution of the Board of Directors of the Orange County
Sanitation District approving an annual contribution in the amount of$5,000 to the
California Association of Sanitation Agencies (CASA) Education Foundation
beginning in FY 2015-2016."
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
M. Murphy (Alternate); R. Murphy; Nagel; Nielsen; Ooten
(Alternate); Parker; Peotter (Alternate); Schott (Alternate);
Sebourn; Shawver; Tinajero; Wanke; Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Diep; Jones; and F. Smith
NON-CONSENT CALENDAR:
16. GENERAL MANAGER COMPENSATION AND BENEFITS (John Nielsen)
MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No.
OCSD 15-23 entitled, "A Resolution of the Board of Directors of the Orange County
Sanitation District approving salary increase, salary range adjustment, and
changes to benefits for the General Manager for Fiscal Year 2015-2016,"
authorizing the Board Chair to implement a base building salary increase and
corresponding salary range adjustment of 7% retroactive to July 10, 2015, and
changes to the benefits package for the General Manager, for a total amount not
to exceed $41,107.
A roll call vote was taken by Clerk of the Board Kelly Lore.
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Parker; Schott
(Alternate); Sebourn; Shawver; Tinajero; Wanks; Withers and
Yarc
NOES: None
ABSTENTIONS: M. Murphy (Alternate); and Peotter (Alternate)
ABSENT: Diep; Jones; and F. Smith
10/29/2015 Minutes of Board Meeting Page 9 of 10
AB 1234 REPORTS:
Chair Nielsen reported on his attendance at the recent GWRS Steering Committee
Meeting and the upcoming plans to improve flow; currently GW RS is receiving an average
of 98 mgd.
INFORMATION ITEMS:
None.
CLOSED SESSION:
General Counsel, Brad Hogin announced that there will be no closed session held this
evening.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
None.
ADJOURNMENT:
At 6:31 p.m. Chair Nielsen adjourned the meeting until the Regular Board Meeting on
November 18, 2015 at 6:00 p.m.
Kelly A. Lore
Clerk of the Board
10/29/2015 Minutes of Board Meeting Page 10 of 10
BOARD OF DIRECTORS Meeting Dare Meeting Date
-- 11/18/Js
AGENDA REPORT ItemNumber IemNumber
z
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originators: Robert P. Ghirelli, Assistant General Manager
SUBJECT: PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES
FOR YEAR 2016.
GENERAL MANAGER'S RECOMMENDATION
Approve the calendar of meeting dates for the 2016 calendar year for meetings of the
Board of Directors and the following Committees: Administration, Legislative and Public
Affairs, Operations, and Steering.
SUMMARY
According to Resolution OCSD 15-01 - 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
District will be held on the fourth Wednesday of every month at 6:00 p.m.
The four standing committees 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 8:00 a.m.
Affairs Committee (exception applies quarterly-see below)
• Administration Committee Second Wednesdayof 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 2016 calendar year. Should the need
arise for a change in date or time, advanced notice will be given to the Board or
Committee.
The recommended dates for the 2016 calendar year are:
Operations Legislative&Public Affairs Administration
Committee Committee Committee Board &Steering
January 6, 2016 January DARK' January DARK* January 27, 2016
February 3, 2016 February 8, 2016 February 10, 2016 February 24, 2016
March 2, 2016 March 14, 2016 March 9, 2016 March 23, 2016
April 6, 2016 April 11,2016 (3:30 p.m.) April 13,2016 April 27, 2016
May 4, 2016 May 9, 2016 May 11, 2016 May 25, 2016
June 1, 2016 June 13, 2016 June 8,2016 June 22,2016
July 6, 2016 July 11, 2016 (3:30 p.m.) July 13, 2016 July 27, 2016
August DARK' August DARK" August DARK" August 24, 2016
Page 1 of 2
September 7, 2016 September 12, 2016 September 14, 2016 September 28, 2016
October 5, 2016 October 10, 2016 (3:30 p.m.) October 12, 2016 October 26, 2016
November 2,2016 November 14, 2016 November 9, 2016 November 16, 2016"
December 7,2016 December 12, 2016 December 14, 2015 December 21, 2016"
Committee is dark in this month.
"'Meeting scheduled to take place the third Wednesday of the month due to Thanksgiving 8 Christmas Holidays.
Page 2 of 2
BOARD OF DIRECTORS Meeting Date TOBd.Of Dir.
11 ,11
/18/15
AGENDA REPORT ItemNumber IemNumber
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Nick Arhontes, Director of Facilities Support Services
SUBJECT: EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF
HYDROGEN DISPENSING STATION
GENERAL MANAGER'S RECOMMENDATION
Authorize the General Manager to execute First Amendment to the license agreement
with Air Products and Chemicals, Inc. for the operation of a Hydrogen Dispensing Station
at Plant 1, for the period ending October 31, 2016, at a cost not to exceed $18,407
monthly, in a form approved by General Counsel.
SUMMARY
With the assistance of the General Counsel, the General Manager has negotiated an
extension to the license agreement with Air Products and Chemicals, Inc. (APCI) of
Allentown, PA. This agreement will allow Orange County Sanitation District (Sanitation
District) to continue to be a host site for the hydrogen fuel dispensing station for an
additional 12 months. The station uses hydrogen supplied by APCI in the process area
at Plant No. 1.
This action also fulfills the Sanitation District's obligation as related to the supplemental
environmental project (SEP) negotiated with SCAQMD in December 2014.
PRIOR COMMITTEE/BOARD ACTIONS
October 2015—Approved the General Manager to negotiate an extension of the license
agreement for operation of hydrogen dispensing station.
April 2015—Approved a license agreement for operation of hydrogen dispensing station.
December 2014 — Approved a supplemental environmental project (SEP) for air quality
compliance.
ADDITIONAL INFORMATION
Detailed costs are shown in the amendment on page 2. The dispensing station and its
necessary support systems were a part of a previously approved research and
demonstration project hosted at Plant No. 1. The project converted the Sanitation
District's digester gas (which is a renewable fuel) into electricity and hydrogen fuel for
vehicles. Depending on public usage to fuel private vehicles, we may see four to six
Page 1 of 2
deliveries per month as the new full trailer is swapped out for an empty one by APCI.
Fuel costs are typically a part of the vehicle's lease or purchase agreement with the
vehicle manufacturer. The Sanitation District is not a party to this commercial
arrangement. After 12 months, the Sanitation District will have no further obligation to
continue supporting the hydrogen fueling stations.
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
The funds will be transferred from the General Manager's Contingency into the
Regulatory Fees expense line item.
ATTACHMENT
The following attachment(a) maybe viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• First Amendment to License Agreement
• Original License Agreement
Page 2 of 2
FIRST AMENDMENT TO
LICENSE AGREEMENT FOR OPERATION OF
HYDROGEN DISPENSING STATION
This First Amendment to License Agreement for Operation of Hydrogen
Dispensing Station ("Amendment") is made this day of , 2015
("Effective Date") by and between the ORANGE COUNTY SANITATION
DISTRICT, a County Sanitation District ("Licensor"), and AIR PRODUCTS AND
CHEMICALS, INC., a Delaware corporation ("Licensee"). Licensor and Licensee
are sometimes referred to herein as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, the Parties entered into that certain "License Agreement for
Operation of Hydrogen Dispensing Station" dated July 1, 2015 ("License
Agreement"), incorporated herein by this reference.
WHEREAS, the License Agreement will expire on October 31, 2015.
WHEREAS,the Parties desire to extend the term of the License Agreement
in order to ensure the continued operation of the Hydrogen Dispensing Station,
and to fulfill Licensor's obligations to South Coast Air Quality Management District
to provide a Supplemental Environmental Project.
WHEREAS, the Parties desire to amend the License Agreement to afford
mutual termination rights.
WHEREAS, the Parties desire to amend the License Agreement to provide
for the monthly payment of operating costs by Licensor to Licensee.
WHEREAS, Licensor shall continue to provide to Licensee,the site, utilities,
security, and staff to oversee the administration of the License Agreement, as an
in-kind service.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the Parties agree as follows:
A. Extension of Term and Termination. Section 3 of the License
Agreement is hereby amended to read as follows:
"3. Term. The term of this Agreement shall expire on October 31,
2016 unless earlier terminated as provided herein. Either
Party may unilaterally terminate this Agreement with or
without cause upon thirty(30) calendar day's written notice to
the other Party."
1121716.2
B. Operating Costs. Section 4 of the License Agreement is hereby
amended to read as follows:
"4. Payment. Licensor agrees to pay Licensee for the following
costs of operation of the Dispensing Station ("Monthly
Operating Cost"):
ITEM MONTHLY OPERATING
COST
Dispensing Station $3,900
Depreciation
Dispensing Station $4,000
Maintenance
Tube Trailer Rental Costs $3,900
Operating Services from $4,000
National Fuel Cell Research
Center
Electricity Costs $0
Subtotal $16 800
General and Administrative $2,807
16.5%
Total $18 407
Licensee shall invoice Licensor for the Monthly Operating
Cost, and payments shall be net thirty (30) days of the date
shown on Licensee's commercial invoices. Late payment
shall be subject to a late charge of 1.5% per month or the
highest amount allowed by applicable law, if lower."
C. Except as expressly modified above, all other terms and conditions
of the License Agreement shall remain unchanged and in full force and effect.
[Signatures on Following Page]
1121716.2
IN WITNESS WHEREOF,the Parties have executed and entered into this
Agreement as of the date first written above
"Licensor"
ORANGE COUNTY SANITATION
DISTRICT
By
General Manager Date
By
Clerk of the Board Date
Approved as to Form:
General Counsel
"Licensee"
AIR PRODUCTS AND CHEMICALS,
INC.
By:
Name: Marie A. olkes
Title: President, Industrial Gases Americas
V4l1O
Im1f16.1
LICENSE AGREEMENT FOR OPERATION OF OR/01�{e
HYDROGEN DISPENSING STATION
This License Agreement("Agreement")is made and entered into this 1st day of
July , 2015 ("Effective Date"), by and between the ORANGE COUNTY
SANITATION DISTRICT, a County Sanitation District ("Licensor"), and AIR
PRODUCTS AND CHEMICALS, INC.,a Delaware corporation("Licensee"). Licensor
and Licensee are sometimes referred to herein as the "Parties" and individually as a
"Party.„
1. Premises. Located at 10844 Ellis Avenue, Fountain Valley, CA 92708,
inclusive of the Hydrogen Energy and Supply Station,Hydrogen Supply Line,
and Hydrogen Dispensing and Compressor Equipment, as more particularly
described and depicted in Exhibit"A"attached hereto.
2. Permit to Enter Premises. Licensor grants to Licensee a nonexclusive
revocable license to enter and use the Premises for the sole purpose set forth
in Section 5 hereof and for no other purpose,subject to Licensee's compliance
with all of the terms of this Agreement. Licensee acknowledges and agrees
that it is not a tenant on the Premises and any rights or benefits which may
accrue to Licensee by reason of execution of this Agreement or use of the
Premises shall solely be those of a licensee and not a tenant-
3- Term. The term of this Agreement shall expire on October 31, 2015 unless
earlier terminated by Licensee as provided herein. Licensee may unilaterally
terminate this Agreement with or without cause upon thirty (30) calendar
day's written notice to Licensor.
4. Consideration. As consideration for the license granted in this Agreement,
Licensee shall pay to Licensor an annual fee of one dollar(S1.00), payable in
advance. Commencing on the fifth month following the Effective Date, and
continuing thereafter, License shall pay to Licensor a monthly fee of six
hundred and ninety dollars (S690), payable in advance, which sum represents
the apportioned cost of utilities servicing the Premises.
5. Use. Licensee shall use the Premises solely for the operation of a hydrogen
dispensing station("Dispensing Station")that is accessible by the public. Such
operation shall include the delivery and storage of hydmgen tube trailers as set
forth in Section 8 hereof, distributing hydrogen fuel through the hydrogen
supply line, dispensing hydrogen fuel, maintenance of the hydrogen fuel
compressor and dispenser equipment, and the issuance and administration of
Dispensing Station customer/patron accounts and all customer interface for
such operations. For purposes of this Agreement, such operation shall not
include use of the Hydrogen Energy and Supply Station to generate hydrogen.
097525.1
6. Regulations. Licensee shall obtain, at its sole cost and expense, all
governmental permits and authorizations; of whatever nature required by any
governmental agencies having jurisdiction over Licensee's use of the Premises.
Licensee,at its sole cost,will comply with all applicable governmental laws and
regulations. Licensee will also comply with any and all reasonable rules and
regulations promulgated from time to time by Licensor.
7. Meetings. Prior to exercising any of the rights granted by this Agreement,
Licensee's contract administrator or his/her designee shall attend a kickoff
meeting(at Licensee's discretion via telephone)with Licensoes staff to discuss
operation of the Dispensing Station on the Premises. After commencing
operations at the Premises, and thereafter for the term of this Agreemem,
Licensee's contract administrator or his/her designee shall attend a monthly
meeting via telephone with Licensors staff to discuss Licensee's operation of
the Dispensing Station.
8. Delivery and Storage of Hydrogen Tube Trailers AN drivers delivering
hydrogen tube trailers to the Dispensing Station must check in and check out
_... . _with.the.OCSD.Control.Center, and must provide my delivery information
and complete all paperwork required by Licensor. Hydrogen tube trailers may
only be stored in the area designated for hydrogen supply trailer parking in
Exhibit "A". Once positioned onsite, the trailer wheels must be secured with
wheel locks.
9. Protective Barrier. Prior to the first tube trailer delivery and within thirty (30)
days following the Effective Date, Licensee shall install, at its sole cost and
expense, and of commercial quality, a K-Rail barricade and chain link gate
enclosure at the Hydrogen Energy and Supply Station as depicted in Exhibit
"A"
10. Records. Licensee shall keep complete,accurate, and detailed accounts of all
costs, expenses, expenditures, and income pertaining in any way to its
operation of the Dispensing Station. Licensor shall have full and free access
to such records at all reasonable times, including the right to inspect, copy,
audit,and make records and transcripts from such records.
11. Condition and Maintenance of Premises. Licensee accepts the Premises in an
"as is" condition. Licensor expressly disclaims any warranty or representation
with regard to the condition, safety, security or suitability for Licensee's
intended use of the Premises. Licensee shall maintain the Premises in a neat,
clean,orderly and safe condition and shall be responsible for any damage done
in or to the Premises caused by Licensee or its employees,agents or contractors.
Licensee shall implement and enforce all laws, regulations, controls, or
measures imposed by any and all public, administrative and/or regulatory
bodies having jurisdiction over Licensee's use of the Premises. Upon
temrination of this License, Licensee shall peaceably surrender and quit, and
rw^zs i
repair and restore the Premises to the same condition as existed on the Effective
Date,reasonable wear and tear excepted only.
12. Indemnity. Each Party (an "indemnitor") shall defend, indemnify and hold
harmless the other Party(the"Indemnitee")for all claims,damages,expenses,
losses, costs or liabilities, including without limitation reasonable legal costs,
fees and expenses (collectively, "Losses"h arising out of bodily injuries,
including without limitation fatal injury or disease, to the Indemnitor's Group
(as defined below) or (2) damage to tangible real or personal property of
Indemnitor and Indemnitor's Group, in in either case arising from or in
connection with the performance of this Agreement. The obligation to
indemnify, defend and hold harmless shall apply without regard to fault or
cause of Losses, including without limitation the negligence or strict liability
of Indemnitee. "Indemnitor's Group" shall mean: (i)collectively, with respect
to Licensee,Air Products and its affiliates,subsidiaries and subcontrators, and
any employee, officer, director or agent of any of the foregoing, and (ii)
collectively, with respect to Licensor, OCSD and its affiliates, subsidiaries
and subcontractors, and any employee, officer, director, agent or invitee of
any of the foregoing.
Each Party's obligations pursuant to this Section 12 shall survive expiration or
earlier termination of this Agreement
11 Insurance. Without limiting Licensee's liability for indemnification, Licensee
agrees to purchase and maintain during the life of this License, all required
insurance,and to provide proof of said coverage, in accordance with the OCSD
Insurance Requirements attached hereto as Exhibit"B"and incorporated herein.
14. Assignment. Licensee may assign,sublet or otherwise transfer its interest under
this Agreement in connection with the lease or sale of all or substantially all of
Licensee's business assets associated with this Agreement Licensee may
otherwise assign,sublet or transfer its interest under this Agreement only with
prior written consent of Licensor,consent shall not be unreasonably withheld.
Any other attempted assignment, sublet or transfer made in violation of this
provision shall be null and void.
is. Relocation Benefits. This Agreement is not intended to convey a property
interest but to permit Licensee to use the Premises as provided for herein.
Licensee acknowledges the rights granted by State and/or Federal Relocation
Assistance Laws and regulations and, notwithstanding any other provision of
this Agreement, expressly waives all such past, present and future rights, if
any, to which Licensee might otherwise be entitled from Licensor with regard
to this Agreement and the business operated on the Premises. Licensee shall
not be entitled to relocation assistance, relocation benefits, or compensation
for loss of goodwill upon the termination of this License. Licensee hereby
knowingly waives all notices of termination that may be required pursuant to
twrsxs.t
California Government Code section 7260,et.seq.,or any other displacement,
acquisition or relocation laws or regulations, and waives all rights such
relocation benefits, assistance and/or other compensation of whatever kind or
nature.
16. Notices. All notices, consents, submissions for approvals, approvals, requests,
demands and other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given and received if and when
personally served or forty-eight(48) hours after being deposited in the United
States mail,registered,postage prepaid,addressed to the intended Party at:
LICENSOR: OCSD
ATTN.:CLERK OF THE BOARD
10844 ELLIS AVENUE
FOUNTAIN VALLEY,CA 92708-7018
LICENSEE: AIR PRODUCTS AND CHEMICALS,INC.
ATTIC: Corporate Secretary (File 216-176-P)
_.. 7201..Hamilton 131vd. _. .. ..
Allentown, 1 195-1501
17. Integration This instrument constitutes the entire agreement between the
parties hereto, supersedes all previous agreements and understandings,
whether oral or written, relating in the subject matter hereof, and may not be
changed or modified orally.
18. Choice of Law. This Agreement shall be governed by and construed
according to the laws of the State of California without giving effect in its
conflicts of law provisions.
19. Authority. The Parties hereto have caused this instrument to be executed by
their duly authorized representatives,on the day first above written, intending
hereby to be legally bound.
[Signatures on Following Page]
1097525.1
IN WITNESS WHEREOF,the Parties have executed and entered into this
Agreement as of the daze first written above
"Licensor"
ORANGE COUNTY SANITATION
DISTRICT
G eral Manager Date
C erk o e l3oand I Date
Approved as to Form:
General Counsel—
"Licensee"
AIR PRODUCTS AND CHEMICALS,
INC.
r
By:
i
Name:
Title: �(.U'.+til �(� fin ta,
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BOARD OF DIRECTORS Meeting Date I T0.1 Dir.
AGENDA REPORT em Number Item Numbe
a
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: 2015-2016 WET WEATHER FLOW MONITORING SERVICES
GENERAL MANAGER'S RECOMMENDATION
Authorize a Purchase Order Contract for flow monitoring and rain gauge services using
the City of San Jose California Master Consultant Agreement (CPMS 7183), with ADS
Environmental Services Commencing November 23, 2015 through June 30, 2016, for a
total amount not to exceed $330,000, in accordance with Ordinance OCSD47, Section
2.03(B) Cooperative Purchases.
SUMMARY
The Orange County Sanitation District (Sanitation District) staff is recommending to
conduct a small scale flow monitoring effort this winter season. The proposed effort will
consist of the placement of approximately 31 flow monitors to capture wet weather
flows. The monitors will be placed in areas upstream of identified capacity projects and
in areas that have previously been identified as having high inflow and infiltration rates.
According to the National Oceanic and Atmospheric Administration (NOAA), the
chances for above normal precipitation rates begins to increase in November 2015 and
continues through April 2016, with a high probability of very wet weather starting in
January. The ramification of not taking action is a missed opportunity to collect valuable
wet weather data.
The Sanitation District desires to contract with ADS Environmental Services based on
contract pricing, breadth of service offerings (rain gauge information will also be
collected to ground truth the radar data), and ability to mobilize the staff and equipment
necessary to support this project in a short period of time.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Collection System Capacity Evaluation Study, PS15-08, is currently in the scoping
phase. The preliminary scope of the study consists of updating existing pipe network
and population data, calibration of the model to dry weather and wet weather flows,
collection system capacity master planning, and training for Sanitation District staff.
Page 1 of 2
Two and a half years of flow monitoring data for the entire collection system will be
collected as part of the effort beginning in November 2016; however, the scale of this
effort precludes the meters from being placed prior to this winter season.
CEQA
A Notice of Exemption was filed on November 5, 2015. The project is exempt from
CEQA pursuant to CEQA's Class 6 Exemption for Information Collection (CEQA
Guidelines Section 15306).
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchase
Ordinance. This item has been budgeted. (Budget Update FY 2015-16; M-STUDIES,
Page A-10) and the project budget is sufficient for the recommended action.
ATTACHMENT
N/A
WS:sa:gc
Page 2 of 2
ITEM NO. 5
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, November 4, 2015, 5:00 p.m.
A regular meeting of the Operations Committee was called to order by Committee
Chair Withers on Wednesday, November 4, 2015, at 5:02 p.m. in the Administration
Building of the Orange County Sanitation District.
Director Smith led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Withers, Chair Jim Herberg, General Manager
David Shawver, Vice-Chair Nick Arhontes, Director of Facility Support Services
Lisa Bartlett Celia Chandler, Director of Human Resources
Tom Beamish Rob Thompson, Director of Engineering
Ellery Deaton Ed Torres, Director of Operations & Maintenance
Steve Jones Lorenzo Tyner, Director of Finance &
Robert Kiley Administrative Services
Richard Murphy Kelly Lore, Clerk of the Board
Steve Nagel Jennifer Cabral
Fred Smith Mark Esquer
Chad Wanks Dean Fisher
Mariellen Yarc Norbert Gala
John Nielsen, Board Chair Alfredo Garcia
Greg Sebourn, Board Vice-Chair Kathy Millea
Jeff Mohr
COMMITTEE MEMBERS ABSENT:
None.
OTHERS PRESENT:
Brad Hogin, General Counsel
Kendra Chandrey, Deputy General Counsel
Michael Beverage, Alternate Director YLWD
Bob Ooten, Alternate Director, CMSD
Adam Hutchinson, OCWD
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Committee Chair Withers did not provide a report.
11/04/2015 Opeations Committee Minutes Page 1 of 4
REPORT OF GENERAL MANAGER:
General Manager, Jim Herberg stated that Adam Hutchinson, Recharge Planning
Managerfrom Orange County Water Districtwill be making a presentation on storm water
capture tonight as requested by the Board of Directors at the Strategic Plan Update
meeting.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the
October 7, 2015, Operations Committee Meeting.
AYES: Bartlett, Beamish, Kiley, Nagel, Nielsen, Sebourn, Shawver,
Smith, F., Withers and Yarc
NOES: None
ABSTENTIONS: Murphy
ABSENT: Deaton, Jones and Wanke
2. MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL
TESTING SERVICES (Rob Thompson)
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to: Approve Amendment No. 1 to the Professional Services Agreement,
PSA2013-001,with Sequoia Consultants, Inc., to provide on-call Materials Testing,
Inspection, and other Geotechnical Testing Services for Collection System and
Treatment Plant projects, for an amount not to exceed $100,000, increasing the
total contract amount not to exceed $300,000.
AYES: Bartlett, Beamish, Kiley, Murphy, Nagel, Nielsen, Sebourn,
Shawver, Smith, F., Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Deaton, Jones, and Wanke
NON-CONSENT CALENDAR:
Ed Torres, Director of Operations and Maintenance provided a brief report on Item 3.
3. ADDITIONAL INCREASE TO AGREEMENT J-79-1A FOR CENTRAL
GENERATION AUTOMATION/CONTINUOUS EMISSIONS MONITORING
SYSTEMS (CEMS) (Ed Torres)
MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of
Directors to:
11/04/2015 Operations Committee Minutes Page 2 of 4
Approve additional maintenance services to a Sole Source Purchase Order
Service Agreement, J-79-1A with CEMTEK Environmental for maintenance of the
Central Generation Engines continuous emissions monitoring systems, for an
additional amount of$104,068, for a new total amount not to exceed $361,568, for
the contract period ending November 22, 2017.
AYES: Bartlett, Beamish, Kiley, Murphy, Nagel, Nielsen, Sebourn,
Shawver, Smith, F., Withers and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Deaton, Jones, and Wanke
Director Deaton arrived at 5:07 p.m.
Director Jones arrived at 5:09 p.m.
Director Wanke arrived at 5:12 p.m.
INFORMATION ITEMS:
4. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres)
Mr. Torres provided a brief presentation and an update to the first quarter odor
complaint report, and also reported of ongoing issues with nearby Costa Mesa
residents and the suggested resolutions proposed. Staff then responded to
questions regarding benchmark goals for odor complaints and pipeline settlement
monitoring.
5. STORM WATER CAPTURE (Bob Ghirelli)
Adam Hutchinson, Recharge Planning Manager at Orange County Water District
gave an informative PowerPoint presentation on the importance of storm water to
the groundwater supplies of Orange County. He provided a history of the Orange
County Water District; surface recharge operations of the dams built; capture
statistics; challenges and constraints faced; sediment removal technologies; and
preservation efforts.
Mr. Hutchinson then fielded questions from the Committee regarding: aquafer
levels; technologies/techniques to increase water storage or percolation; usable
layman terms to inform residents; percentage of collection of water to Prado Dam;
percentage of allowable storage; acre fee for minimum base flow and water rights.
DEPARTMENT HEAD REPORTS:
Ed Torres, reported on recent El Nino preparedness efforts including: Updated wet
weather high flow preparedness plan; emergency preparedness and response training;
testing of emergency generators; and verifying critical supplies.
11/04/2015 Operations Committee Minutes Page 3 of 4
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Director Shawver wished everyone Happy Thanksgiving.
ADJOURNMENT
At 5:42 p.m., Committee Chair Withers declared the meeting adjourned to the next
scheduled meeting of Wednesday, December 2, 2015 at 5:00 p.m.
Submitted by,
Kelly A. Lore
Clerk of the Board
11/04/2015 Operations Committee Minutes Page 4 of 4
OPERATIONS COMMITTEE Meeting Date TOBd.of Dir.
11/0
4/15 11/18/15
AGENDA REPORT Item Item Numbe
2 6
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL
TESTING SERVICES
GENERAL MANAGER'S RECOMMENDATION
Approve Amendment No. 1 to the Professional Services Agreement, PSA2013-001,
with Sequoia Consultants, Inc. to provide on-call Materials Testing, Inspection, and
other Geotechnical Testing Services for Collection System and Treatment Plant
projects, for an amount not to exceed $100,000, increasing the total contract amount
not to exceed $300,000.
SUMMARY
In June 2013, the Board approved a contract with Sequoia Consultants, Inc. (Sequoia)
to provide on-call Materials Testing, Inspection, and other Geotechnical Testing
Services to support the ongoing CIP construction efforts. This procurement resulted in
an award to a panel of three companies to provide these services and was a
competitive selection process. The contracts were awarded for a three-year term not to
exceed $200,000 for each of the three firms. Unit rates were locked in at that time.
These on-call materials testing, inspection and geotechnical testing service contracts
augment our construction management staff to provide laboratory testing and certified
sampling of construction materials and soils to ensure projects are constructed to
comply with specified standards.
The contract amounts for the on-call support contracts are determined based upon
future project information known at the time and forecasting the anticipated level of
effort to support the projects. With the amount of construction and oversight needed for
quality assurance over the last two-year period, especially with the demanding
geotechnical needs of the newly installed pipelines in Newport Beach, the originally
estimated contract amount to complete the contact term are insufficient.
Based upon a revised forecast of the construction through June 2016, an Amendment in
the amount of $100,000 is needed to provide the testing and inspection services
required to support this work.
A new Request for Proposal for the on-call testing and inspection services will be
advertised over the next few months resulting in new contracts being recommended for
approval to the Board early next year in order to have these take effect in July 2016 for
a new three-year term.
Page 1 d 2
PRIOR COMMITTEE/BOARD ACTIONS
July 2015 - Approved Amendment No. 1 to the Professional Services Agreement,
PSA2013-001, with Koury Engineering & Testing, Inc., for an amount not to exceed
$125,000, increasing the total contract amount not to exceed $325,000.
June 2013 - Approved Professional Services Agreements to provide on-call Materials
Testing, Inspection, and other Geotechnical Testing Services for Collection System and
Treatment Plant projects, PSA2013-001, for a three-year period effective July 1, 2013,
for an amount not to exceed $200,000 per individual agreement ($600,000 total) with
the following three firms: Koury Engineering & Testing, Inc.; Sequoia Consultants, Inc.;
and AMEC Environment & Infrastructure, Inc.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
These Professional Services Agreements comply with the authority levels of the
Sanitation District's Purchasing Ordinance OCSD-47. These funds are included in the
individual project budgets that require these services.
Date of Approval Contract Amount Contineencv
06/26/13 $200,000 N/A
11/18/15 $100,000 N/A
$300,000
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Amendment No. 1
RT:DF:dm:gc
Page 2 d 2
AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
PSA2013-001
Sequoia Consultants, Inc.
THIS AMENDMENT No. 1 to the PROFESSIONAL SERVICES AGREEMENT PSA2013-001
("Amendment"), is entered into and made effective this 18' day of November, 2015, by and
between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"SANITATION DISTRICT", and SEQUOIA CONSULTANTS, INC., hereinafter referred to as
"CONSULTANT".
WITNESSETH:
WHEREAS, the SANITATION DISTRICT and CONSULTANT previously entered into the
PROFESSIONAL SERVICES AGREEMENT, PSA2013-001 ("Agreement') dated July 1, 2013,
whereby CONSULTANT agreed to provide on-call material testing, inspection, and geotechnical
services; and,
WHEREAS, on June 26, 2013, the Board of Directors of the SANITATION DISTRICT
approved the Agreement for a three-year term, in an amount not to exceed $200,000; and
WHEREAS, CONSULTANT was selected in accordance with the SANITATION DISTRICT
selection policy regarding professional services consistent with SANITATION DISTRICT
Resolution No. OCSD 07-04, and the SANITATION DISTRICT has determined that
CONSULTANT is qualified and competent to provide the necessary services in connection with
any specific project for which the CONSULTANT is given a Task Order by SANITATION
DISTRICT; and
WHEREAS,on November 18,2015,the Board of Directors of the SANITATION DISTRICT
approved an increase of $100,000.00 for a total compensation amount not to exceed
$300,000.00, with no other changes to the existing Agreement; and
Amendment No. 1 PSA2013-001
SEQUOIA CONSULTANTS, INC.
Page 1 of 3
WHEREAS, CONSULTANT has agreed to an increase of $100,000.00 for a total
compensation amount not to exceed $300,000.00 with no other changes to the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Amendment No. 1, it is mutually agreed as
follows:
1. The Agreement is hereby amended to increase the total compensation by$100,000.00
for a total not to exceed amount of$300,000.00.
2. This Amendment No. 1 is supplemental to the Agreement, and is by reference made a
part of said Agreement. All of the terms, conditions and provisions thereof, unless specifically
modified herein, shall continue in full force and effect.
3. In the event of any conflict or inconsistency between the provisions of this Amendment
No. 1 and any of the provisions of the original Agreement, the provisions of this Amendment No. 1
shall in all respects govern and control.
[SIGNATURES ON THE FOLLOWING PAGE]
Amendment No. 1 PSA2013-001
SEQUOIA CONSULTANTS, INC.
Page 2 of 3
IN WITNESS WHEREOF, this Amendment No. 1 to the Agreement has been executed in the
name of the SANITATION DISTRICT by its officers thereunto duly authorized and executed by
CONSULTANT as of the day and year first above written.
CONSULTANT: SEQUOIA CONSULTANTS, INC.
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Chair, Board of Directors Date
By
Kelly A. Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Division Manager
CDA:LDR:yp
Amendment No. 1 PSA2013-001
SEQUOIA CONSULTANTS, INC.
Page 3 of 3
OPERATIONS COMMITTEE Meeting Dale TOBd a/1D11.
11/04/15 lids/15
AGENDA REPORT Item Number Item Nu bar
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations & Maintenance
SUBJECT: ADDITIONAL SERVICES AND INCREASE TO AGREEMENT J-79-1A
FOR CENTRAL GENERATION AUTOMATION/CONTINUOUS
EMISSIONS MONITORING SYSTEMS (CEMS)
GENERAL MANAGER'S RECOMMENDATION
Approve additional maintenance services to a Sole Source Purchase Order Service
Agreement, J-79-1A with CEMTEK Environmental for maintenance of the Central
Generation Engines continuous emissions monitoring systems, for an additional amount
of $104,068, for a new total amount not to exceed $361,568, for the contract period
ending November 22, 2017.
SUMMARY
Eight (8) Continuous Emission Monitoring Systems (CEMS) units monitor the exhaust
gases of each operational central generation engine as required by permits from the
South Coast Air Quality Management District (SCAQMD).
The CEMS units and supporting Data Acquisition and Handling Software (DAHS) were
procured from CEMTEK Environmental. The CEMTEK Environmental has been
successfully servicing and maintaining the existing units, and providing calibration
verification reports to SCAQMD since 2008. To comply with the SCAQMD Rule 1110.2
for stationary engines, new emission control equipment is being installed under project
J-111 that includes eight (8) additional CEMTEK sampling points for continuous
emissions monitoring. Since CEMTEK is the sole service provider of the equipment and
is familiar with the original computer code and programing, staff recommends that the
contract for maintenance and reporting services be expanded to cover the additional
equipment being installed under the capital improvement program. This will help ensure
reliability, regulatory compliance, and continued support.
PRIOR COMMITTEE/BOARD ACTIONS
October 2012 — Approval of Contract No. J-79-A renewal, Continuous Emissions
Monitoring System (GEMS). The renewal of a Sole Source Service Agreement with
CEMTEK Environmental was awarded for a total amount of $257,500 for a five-year
period.
September 2008 — Approval of Contract No. J-79-lA awarded to Morrow Meadows for
Continuous Emissions Monitoring System (GEMS). The original maintenance contract
was awarded as part of the project that installed the CEMS.
Page 1 of 2
February 2005 — Approval of Professional Design Services Agreement with Black &
Veatch Corporation to prepare plans and specifications for the Central Generation
Automation, Project No. J-79-1.
ADDITIONAL INFORMATION
During Contract No. J-79-1A, the project that installed the CEMS, the District's standard
for Modicon PLC equipment was enforced. The Modicon PLCs require custom code to
be written by CEMTEK that is held to be proprietary to them. Maintenance or capital
projects involving changes to the code require their involvement.
CEQA
N/A
BUDGET / PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance OCSD-47. This item has been budgeted for FY 2015-17.
Date of ADDroval Contract Amount Contingency
10/24/12 $257,500.00 10
10/28/15 $104,068.00 0
$361,568.00
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• CEMTEK Quotation and Scope of Work
Page 2 of 2
CEMTEK Quotation and
Arpo�C�EMTE�K
Eirvironmental Scope Of Work
3041 South Orange Avenue, Santa Ana, CA 92707 888-400-0200
For questions, please contact Leanne Verbeck at Iverbeck@cemteks.com or 714-437-7100 ext. 223
or Tom Kulesza at tkulesza@cemteks.com or 714-437-7100 ext. 280.
Date: July 14, 2015
Quote No: OCSD1507014
To: Orange County Sanitation District (OCSD)
Attn: Lisa Rothbart
Rothbart@ocsd.com
Re: Inlet CEMS Maintenance at OCSD
Item # Quotation Description Price
1 Cemtek will provide monthly/quarterly CEMS maintenance on two
(2) Inlet CEMS at OCSD which are expected to come on-line by
December 2015. The scope of maintenance will mirror the
existing all-inclusive maintenance contract for the Stack CEMS
that is currently in place for OCSD's Plant 1 and Plant 2 from
August 1. 2015 thru December 31. 2015. $ 5,360
2 Cemtek will provide monthly/quarterly CEMS maintenance on
eight (8) Inlet CEMS at OCSD which are expected to come on-
line by January 2016. The scope of maintenance will mirror the
existing all-inclusive maintenance contract for the Stack CEMS
that is currently in place for OCSD's Plant 1 and Plant 2 from
January 1, 2016 thru December 31, 2016.
$ 51,500
3 Cemtek will provide monthly/quarterly CEMS maintenance on
eight (8) Inlet CEMS at OCSD. The scope of maintenance will
mirror the existing all-inclusive maintenance contract for the
Stack CEMS that is currently in place for OCSD's Plant 1 and
Plant 2 from January 1, 2017 thru November 22, 2017.
$ 47,208
Total Inlet CEMS Support: $ 104,068
Page 1 of 7
CEMTEK
Environmental
Continuous Emission Monitoring Systems
CEM Systems, CEM Service, Opacity, Flow and CEMS Parts
CEMTEK Environmental Inc. QUOTATION
www.cemteks.com
3041 S. Orange Avenue NO: 080212 Rev4
Santa Ana, CA 92707
Tel 714-437-7100
Fax 714-437-7177
CEMS Parts Order Line
1-888-400-0200 Date: Sep 17, 2012
To: Orange County Sanitation
District Attention: Don Van Voorst
Phone: 714-593-7624 REF: Quotation for Five(5)Years CEMS
Maintenance Contract
Item# Quotation Description Total Price
Quote for Five (5) Years CEMS Maintenance Contract
I Renewal of current CEMS contract for Orange County Sanitation
District,maintaining existing scope of work, for a one (1)year
period. November 23, 2012 thin November 22, 2013. (This
renewal includes PLC and DABS maintenance for the same period)
$51,500
2 Four(4) optional renewal years @ $51,500 per year
$206,000
Total: $257 500
If you have any questions,please feel free to phone Brenda Hoogstraten at 714-437-7100 ext. 224 or
our Field Service Manager, Kevin Tierney, at 714-437-7100 ext. 238.
Bid valid for 30 days from date of issue.
Payment terms: Bill monthly Net 30 days
Terms& Conditions will not change with contract renewal. They will remain the same as
negotiated under Project J-79-1A
3041 S.Orange Avenue,Santa Ana, CA 92707•Phone:714437-7100•Fax 714-437-7177
2013 S.Wood Avenue,Linden,N107036 •Phone:908-474-9630 0 Fax:908-474-9413
AGREEMENT
J-79-IA CENTRAL GENERATION AUTOMATION/
CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS)
This AGREEMENT,between CEMTEK Environmental(CEMTEK)and the Orange County
Sanitation District(OCSD), is the prepaid"Maintenance Contract"established in Job J-79-1A
with the Morrow-Meadows Corporation and assigned to the OCSD. The scope of Services is
outlined in the Project J-79-IA Specification Section 17200.1.8(See Attachment A—excerpt
from J-79-1A Specification)and further delineated herein. The equipment and associated
appurtenances,which were provided in Project J-79-1A and are subject to this Maintenance
Contract, include the following:
1. Plant 1:Unit 1 —16BFCP755A,Unit 2— 16CFCP755A,and Unit 3— 16DFCP755A
2. Plant 2:Unit 1 —26BFCP753A,Unit 2-26CFCP753A,Unit 3 -26DFCP753A,Unit 4—
26EFCP753A, and Unit 5—26FFCP753A
Commencement and Completion of Maintenance Contract
The term of this Maintenance Contract is three(3)years commencing November 22,2009 ending
November 21,2012.
Scope of Work—CEMS Maintenance Services for OCSD
On-site Maintenance
CEMTEK shall provide all required repairs and servicing as described in Project J-79-IA Specification
17200.1.8 CEMTEK shall make every effort to notify OCSD one(1)week prior to mobilizing to site for
any scheduled maintenance visits. For each CEMS under this Maintenance Contract,the following audits
and maintenance activities are provided as applicable and at the frequencies normally required:
The OCSD Quality Assurance Plan (QAP) document is the controlling document for scheduled
preventative maintenance activities and records.
CEMTEK shall perform a total of thirty six(36) monthly maintenance services as detailed in the
OCSD QAP which includes but is not limited to the following:
a) Complete inspection to verify proper operation of entire system
b) Perform leak checks on each system component
c) Replace sample probe filters as required(CEMTEK to perform required tests if filters are
replaced with non-identical filters) !,
d) Replace sample conditioning filters as required
e) Replace analyzer filters as required
t) Rebuild analyzer sample pumps according to manufacturer's recommendation
g) Rebuild sample transport pumps according to manufacturer's recommendation
h) Verify zero air generator for proper operation
i) Replace zero air generator filters/chemicals as required
j) Perform manual calibrations as required
k) Complete analyzer maintenance checklists
1) Perform flow monitor flow and leak checks
Page 1 of 6
CEMTEK Environmental J-79-IA-Prepaid Maintenance Contract
m) Inspect and verify proper operation of HVAC Systems located on top of each CEMS units and
perform any maintenance as needed
n) Inspect and verify proper operation of Air Clean up Panels in the CEMS and perform any
maintenance as needed -
o) Document and submit maintenance service visit reports
CEMTEK shall perform a total of twelve (12) quarterly maintenance services as detailed in
OCSD's QAP in addition to the scheduled monthly maintenance.
In Six(6)of these twelve(12)quarterly maintenance service visits,CEMTEK shall also perform
semi-annual maintenance activities as detailed in OCSD's QAP and in addition shall perform
the following:
a) Check and replace instrument air filters as needed
b) Check calibration of the pressure and temperature transducers
CEMTEK shall perform a total of three(3)annual maintenance services as detailed in OCSD's
QAP and in addition shall perform the following:
a) Attend annual safety meetings conducted by the OCSD
b) Submit annual safety plan
c) Provide annual certificate of insurance covering CEMTEK staff working on District premises
d) Monthly maintenance
e) Quarterly maintenance
OCED(District Rupansibilities)Daily and weekly- -
a) Verify all daily CEMS calibrations
Verify that all CEMS have passed the daily automatic calibration checks by visually
checking the daily calibration results.The calibration results can be found on the DAS
calibration summary report or can be viewed on the DAS calibration control screen.Also
the DAS alarms screen should be checked for any calibration fail or system alarms.
b) System inspection and daily log
Complete the daily check lists found in the QAP for each CEMS. ',
c) Manual calibrations if required
If any analyzer has drifted out of calibration tolerance(From step a)manually perform
calibration and manually adjust analyzers as required.(Perform automatic(hands off)
calibration after any adjustments have been made).
i
I,
d) Manual adjustments of sample flow,pressure and vacuum
Adjust BPR or flow meters to bring sample system pressures and/or flows to within set
point tolerances as found in the QAP.
Please note: The above listed"District Responsibilities"are based on requirements from the SCAQMD. I
Should the SCAQMD change their requirements at any time,the above listed responsibilities may be
affected. Training on the above listed items was provided as per CEMTEK's training submittal dated
March 2009. j
Page 2 of 6
i
CEMTEK Environmental J-79-IA-Prepaid Maintenance contract '
Consumable& Repair Parts
Cemtek shall supply all consumable parts for three(3)years.
Cemtek shall be responsible to supply all repair parts necessary for the conductance of all repairs or
equipment malfunction for three(3)years. At the end of the three(3)year maintenance contract,
CEMTEK shall replenish the OCSD inventory per Section 1.7 of the Specification.
Calibration Test Gases
OCSD shall supply all calibration gases required to perform quarterly cylinder gas audits and daily
calibrations.
Repair Services
i
CEMTEK shall respond to a repair request within 48 hours or less of notification by the OCSD.
CEMTEK shall provide phone support to a site representative in an effort to identify the problem or
dispatch a CEMTEK service engineer to the site to resolve the stated problem.Contact numbers for repair
service shall be supplied upon award of contract.
Pre-paid repair service includes identification of the problem and repair of the equipment as required.
CEMTEK shall conduct arty required testing triggered by CEMTEK performed activities under this
Maintenance Contract per the QAP.
Reporting Services
CGA Reporting
CEMTEK shall generate quarterly reports for submittal to State and local agencies for OCSD. The
OCSD will be required to work with CEMTEK in the generation of such reports,providing requested
documentation in a timely manner so that the report deadlines may be met Providing monitor downtime
explanations and missing datajusfrfications will be the responsibility of the OCSD.
OCSD shall be responsible for identifying a primary and secondary contact person for resolving all
reporting and contract issues.All reporting issues or concerns identified by CEMTEK will be directed to
the OCSD's designated contacts,capable of confirming plant operation and CEMS hardware maintenance
activities.
Daily/Weekly DAHS Monitoring
CEMTEK shall access the DAHS on a weekday basis to identify potential problems with the CEM
hardware and to check the validity of previous days data- The OCSD will be required to provide
CEMTEK with one point of contact for resolving all identified issues.Activities performed by CEMTEK
with this service include:
a. Data Validation Review
b. Calibration Review
c. Alarm Review j
d. Exceedance Coding and Notification
e. Monitor Downtime Coding j
Page 3 of 6
CEMTEK Environmental J-794A-Prepaid Maintenance Contract
Engineering Services
On-She Annual Engineering Configuration Review
CEMTEK shall provide a total of three(3)on-site visits for engineering support with loading major
software releases,implementing configuration changes,review of regulatory requirements,system
inspection,disk clean-up,review of displays and alarms,and other related services.The OCSD shall be
required to provide CEMTEK with a single point of contact while the services are performed on-site.The
number of days allotted for this service shall be 1 day for each site-Plant 1 and Plant 2. CEMTEK shalt
be performing these annual on-site visits.
Regulatory Services j
Annual Regulatory Consultation
Annually,CEMTEK shall provide 10 hours of consultation on regulatory issues pertaining to EPA
40CFR60,SCAQMD Rule 1110.2,Rule 218,and Rule 218.1.Consultation includes discussion of issues
via telephone and electronic mail,and provision of discussion papers.
Annual QA/QC Review
CEMTEK shall conduct an annual review of the OCSD's quality assurance/quality control plan.Upon
completion of the review,CEMTEK will generate a report documenting the plan's compliance with
current EPA/SCAQMD regulations or,should areas not be compliant,the report will detail areas where
the plan is deficient and must be reviewed. If any discrepancies are discovered between the QA/QC
control plan and current EPA/SCAQMD regulations,it will be the OCSD's responsibility to provide their
current QA/QC control plan to CEMTEK and my additional information necessary to conduct this review.
i
j
Page 4 of 6 �
CEMTEK Environmental J-79-IA-Prepaid M.inte...ce Cgntratt
ATTACHMENT A
(Excerpt from J-79-IA Specifications)
1.8 MAINTENANCECONTRACT
A. The CEMSS shall prOWdO In its bid a three year maintenance cOhmsct which is
dbeally p
assignable to the OHtrl 1, M accordance wIN stem,define hareln. and as
NpacMad In the Sepb aMbaca i Provisions. The mpn cone. than n begin upo
otice of Final Completion of We project and continua In full force and meal M
three yeare hall the Mate of We Notice of Final Complellon. The maintenance
onfraot shall include, but not limited to the adopt o1 SN .— co oWined hweln.
antl tie enedfled in she Spacial F—Blons,
B. Provide periodic maintenance as Indicated Wbw and in accordance wltn
aqulpment vendors recommendation,
G. Fmvlea all requlead repaUe and O.1cle, O1 the equipmarR Supply replanamaeH
for all fails dabNva apulpmant antl materials. Replaoantant equlpnwnMnetarial
OCS . All aqpmant foilures shall beerreposedd q and euip t me ,ent ratud To I.O ul
wltnln 9e hours of notlnullon by the OCSO or dot Oh by the GEMS Euppllac
CONTINUOUS EMISSIONS MONITORING SYSTEM JOB NO.J-7e-1 JOB NO,J-70-1
LCEMS) CcW TRAlCTJ.ya•1A
17200-10 APRIL led,
O. Provide meintenenca of an CEM OAHS and CEM networking software. Thl. shall
Include all aeihvare upgrade. to co mot any danciCndCa Or anru ncementa In the
ld, wi ee and any change.to raguleanna thn arts rpuVerl for compliance within the
maintenance parted,
E. Furnish all consumable pans, material, and labor. Calibration pas will be,furnished
by the OCSO.
F. Mimtaln a comprahanaN. sperm parts Inwnlary.
0. Supply all labor and labor Opals. Including travel and living expenses.
H. -Schedule with sib personnel su(fidant training eS.I... to cover ail .spade Of
aquipm ed,operation, maintenance, regulatory and rop ar
1. Implement and malmaln a peeventiva maintenance program. Including aqulpment
dtaning. lubrication. raoondltloning, adjustment. and testing TO prevent failure o1
monitoring system components and minimize the potential of major malfunction.
J. Maintain a maintenance log book at see t site, accessible by the OCSO, to provide
card Of all malmenance performance on each sample system. As malfunction.
Occur, the date, nature Of mallunotbn, Corrective action. and any Comments shall
be,®cordOd. Pravantive maintenance aetivines shall also bi,recorded.
hC Perlorrn the quarterly cylinder gas audit as mqulred by the specified regulations,
Performance win Include supply to We OCSO of is fable Of ...R. and the
immediate correction of any daflasncles.
L. Attend annual safety Training .ton conducted by lhs O=SO. Fell. ail OCSO
antl Cal OSHA safety procedures required by the m imanue ce ao,efti.s. Submit
en annual aa(aly Plen for approval say OCSO which Includes saint,procedures and
Insurance CartfNCates for worker compenaatbn, public and Ouse liability.
I
Page 5 of 6
i
CEMTEK Environmental J-79-IA-Prepaid Maintenance Contract
CEMTEK Env' 0amen ll,Inc. Orange County Sanitation District
By: i' By:
(Signature) (Signature)
Name: Kevin Tierney Name:
(rYpe or Print) (Type or Print)
Title: Field Service Ma agar Title:
lS ZpiO
(Date Execute (Date Executed)
CEMTEK Environments nc. Orange County Sanitation District
By: By:
( sly ) (Signature) '
Name: Keith Crabbe Name:
(Type or Print) (Type or Print)
Title: Engi'neeeering Manager Title:
'-/ �i� ZOI�
(Date -Executed) I (Date Executed)
CEMTEK Environmental,Inc. Orange County Sanitation Distrito
(Signature) ' " (Signature)
Name: Dan Oquendo Name:
(Type or Print) (Type or Prinu
Tide: Project Engineer Title:
(Dolt Exeeukd) (D.W Executed)
i
i
i
Page 6 of 6
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or .Dir.
11/12/15 11/18/15
AGENDA REPORT ItemNumber Item Number
z B
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: VAX EMULATOR FOR PROCESS CONTROL SYSTEM,
MODERNIZATION & SECURITY IMPROVEMENTS PROJECT
GENERAL MANAGER'S RECOMMENDATION
A. Authorize a Purchase Order Contract with Quayle Consulting, Inc. for the
procurement of Charon-VAX permanent licenses and maintenance in the amount
not to exceed $338,401; and
B. Approve a contingency of 10% ($33,840).
SUMMARY
The Operations and Maintenance Department utilizes Supervisory Control and Data
Acquisition (SCADA) systems to provide real-time plant monitoring, automation, alarming
and control of treatment processes. SCADA is a highly complex mission critical hardware
and software system used to monitor and control the day-to-day operations of the
treatment plants and outlying pump stations.
Additional Charon VAX software licenses are needed to support the integration of the
process control software that are being developed for CIP projects and for adding
additional SCADA workstations for staff to better monitor the plants and treatment
systems. The software licenses are exclusively distributed through Quale Consulting,
Inc. Additional Charon VAX licenses will be procured to support projects and the existing
SCADA systems as follows:
• A pair of SCADA servers will be added to support the integration of the Sludge
Dewatering and Odor Control project at Plant No. 1 (Job No. P1-101), currently in
construction.
• A pair of SCADA servers will be added to support the integration of a future project,
the SCADA System and Network Upgrade project at Plant No. 2 (Job No. P2-107).
• Additional SCADA proxy servers will be added to support additional workstations,
for current and future projects, that will be added to make the SCADA systems
more readily available to staff for better monitoring of the plant treatment processes
and pump stations.
Page 1 of 3
PRIOR COMMITTEE/BOARD ACTIONS
In 2011 - Established the Charon-VAX emulator software product as Orange County
Sanitation District's standard for VAX emulators.
In 2011 - Awarded a contract to purchase Charon-VAX permanent licenses under
Specification No. S-2011-504 for an amount not to exceed $292,217.
ADDITIONAL INFORMATION
The SCADA system that OCSD utilizes for automation and control of plant treatment
processes and collection systems runs on specialized software. Previously, the SCADA
software ran on obsolete DEC workstations and servers using the VAX/VMS operating
system which were no longer produced; OCSD has addressed the hardware
obsolescence issue in 2011 and replaced the obsolete DEC hardware servers and
SCADA workstations with of-the-shelf servers and workstations with the use of the
CHARON-VAX emulator software. The Charon VAX emulator software application
enabled OCSD to preserve the existing SCADA application software and emulate the
SCADA software on modern computer equipment.
In February 2010, Operations and Maintenance commissioned a study to recommend a
solution that will address SCADA server hardware obsolescence. The 'VAX Emulation
Product Study" was performed by DLT&V Systems Engineering and recommended the
Charon-VAX product. Based on this study, sole source procurements for software
licenses were awarded through the CIP process to Quayle Consulting. The software was
tested in the commissioning and start-up of the new Plant No. 2 Headworks Replacement
Project (Job No. P2-66). The test was successful and additional licenses, servers and
workstations were procured to replace the Plant No. 1, Plant No. 2 and Pump Station
SCADA systems.
Below is a summary of the major procurements of the Charon-VAX licenses in support of
the SCADA systems:
• Six licenses were procured to support the replacement of obsolete SCADA server
hardware.
• Two licenses were procured to support the treatment processes installed by the
Plant No. 1 Activated Sludge Facility No. 2 project (Job No. P1-102).
• Two licenses were procured to support the Solids Thickening and Processing
Upgrades at Plant 2 (Job No. P2-89).
• Two licenses were procured to support the Electrical SCADA systems added by
the Power Monitoring Control system project (Job No. J-33-3).
• Ten proxy server licenses were procured to support the replacement of
approximately 100 obsolete SCADA workstations for the Plant No. 1, Plant No. 2
and Pump Station SCADA systems.
Page 2 of 3
CEQA
N/A
BUDGET / PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The requested items have been budgeted as follows:
• Budget Update FY 2015-16, Section A-20, Capital Equipment Budget detail
under Information Technology
• Budget Update FY 2015-16, Section A-10, under Project No. P1-101
• Budget Update FY 2015-16, Section A-9, under Project No. P2-107, future
projects
ATTACHMENT
N/A
Page 3 of 3
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or .Dir.
11/12/15 11/18/15
AGENDA REPORT Item Item Number
3 9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: MICROSOFT ENTERPRISE LICENSE AGREEMENT (ELA)for
MICROSOFT ENTERPRISE SOFTWARE LICENSES
GENERAL MANAGER'S RECOMMENDATION
A. Authorize a Purchase Order with 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 E73134, payable annually and with contract expiration date
of December 31, 2018 for a total amount not to exceed $874,556.22; and
B. Approve a contingency of 15% ($131,183.43).
SUMMARY
OCSD invests in technology to efficiently and economically support OCSD's mission and
vision. Each year, plant design and operations become more complex due to changing
needs as well as more stringent state and federal regulations and increased risk from
security threats. These changes drive an increase in the use of technologies.
OCSD's Information Technology division utilizes Microsoft products to run various
systems of the plant. These products are under the Microsoft ELA, a volume licensing
program for government, education, healthcare, and nonprofit organizations that offer
flexible and affordable solutions tailored by organization size and purchasing preference
while providing access to technology.
Availing of the Microsoft ELA ensures that OCSD receives the best pricing on software
purchases and subscriptions while remaining compliant with software license agreements
and copyright law. Other benefits include access to the latest versions of software as they
are released and centralized license management.
The MS ELA includes Windows, MS Office, Server, database, and system management
software. By bundling these packages, OCSD receives the lowest possible costs and
benefits from a wide range of productivity and system management tools.
Staff is requesting contingency of 15% to cover any additional Microsoft licensing during
this three-year contract.
Page 1 of 2
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
OCSD is adding Disaster Recovery/Business Continuity and additional security software
licensing to this agreement. The Master Agreement allows yearly additions to the base
contract. In the event additional licensing is required during the term of this agreement,
the requested contingency funds will be used.
CEQA
N/A
BUDGET / PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The items purchased through the process are budgeted in the yearly Joint
Operating Budget.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
Insight MS EA Quote Request
Page 2 of 2
Microsoft Enterprise Agreement
Date 10/20/2015 ECS + G4 Step Up- Including Yr 3 TU +Visio& Project On Prem
Issued
Quantity Part# Description Unit Price Ext. Price
Subscriptions
640 AAA-11984 EntCloudSuiteGovFromSA ShrdSvr ALNG SubsVL MVL PerUsr $249.96 $ 159,974.40
640 U9S-00019 O365GovE4 ShrdSvr ALNG SU MVL O365GovE3 PerUsr $21.48 $ 13 747.20
1 J51-1-00004 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Commit 0 $
Provision
Additonal Products $
6 MX3-00117 VSEntwMSDN ALNG [SAI MVL $979.46 $ 5,876.76
2 77D-00111 VSProwMSDN ALNG [SAI MVL $280.50 $ 561.00
2 395-02504 Exch SvrEnt ALNG ISAI MVL $605.06 $ 1,210.12
6 312-02257 Exch SvrStd ALNG rSAJ MVL $105.67 $ 634.62
3 5HU-00216 Sf6Svr ALNG SA MVL $544.57 $ 1,633.71
3 H04-00268 SharePointSvr ALNG SAI MVL $1015.54 $ 3046.62
12 7JQ-00343 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic $2,053.72 $ 24,644.64
4 7NQ-00292 SQLSvrStdCore ALNG ISAI MVL 21-ic CoreLic $535.58 $ 2,142.32
8 126-00196 V$TeamFndtn$vrCAL ALNG SA MVL UsrCAL $66.60 $ 532.80
150 6VC-01254 WlnRmtDskt SrvcsCAL ALNG [SAJ MVL UsrCAL $19.65 $ 2,947.50
43 YJD-01077 CISStd ALNG SA MVL 2Proc $250.42 $ 10,768.06
33 FUD-00938 CISDataCtr ALNG SA MVL 2Proc $1,214.78 $ 40,087.74
50 076-01912 Prjct ALNG SA MVL $97.57 $ 4878.50
5 H30-00238 Pr'ctPro ALNG SA MVL wl Pr'ctSvrCAL $162.62 $ 813.10
15 D87-01159 VisioPm ALNG [SAI MVL $83.47 $ 1,252.05
150 D86-01253 VisioStd ALNG SA MVL $43.18 $ 6,477.00
640 KF5-00002 Offce365 ATP per user $16.08 $ 10291.20
Product-total $291,518.74
Sub-Total
Tax $-
Shipping No Charge
Total Annual Payment $291,518.74
3 Year Total $874 556.22
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or .Dir.
11/12/15 11/18/15
AGENDA REPORT Item Item Number
4 10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: ENTERPRISE INFORMATION MANAGEMENT (EIM) STAFFING
SUPPORT
GENERAL MANAGER'S RECOMMENDATION
A. Authorize a Service Contract with Project Partners, Inc. for Enterprise Information
Management On-Call Staffing, Specification No. S-2015-72513D, for a period of
January 1, 2016 through December 31, 2016, for a total annual amount not to
exceed $121,800 with four one-year renewal options; and
B. Approve a contingency of 20% ($24,360).
SUMMARY
This procurement provides the use of skilled Geographic Information Systems (GIS)
Technicians and CAD drafters to Enterprise Information Management's (EIM) CAD and
GIS group. EIM group is a division of OCSD's Information Technology Department
responsible for facility records management and maintenance. These records include all
facility engineering drawings, baseline models in Computer Aided Drafting (CAD) and
Geographic Information Systems (GIS) format, specifications, shop drawings, and other
project-related documents and data. The EIM group is also responsible for providing
technical support in GIS and CAD.
Staff is requesting a contingency of 20% due to the number of unplanned work activities
that are requested from EIM. One of the primary support functions of EIM is to support
the CIP program. Staff resources are allocated based on the schedule of project
submittals however, there are many other requests that cannot be planned for and may
require extra human resources to complete including field discrepancies, phased CIPs,
topographical survey of Treatment Plant No. 1, and sewer transfer support.
PRIOR COMMITTEE/BOARD ACTIONS
On December 21, 2011 a contract was awarded to Project Partners in the NTE amount
of$211,000 with the option to renew for 3 additional one-year periods for on-call GIS and
CAD services.
Page 1 of 2
ADDITIONAL INFORMATION
This procurement was competitively bid with 4 bid packages received. The responsive
bids and the bid amounts are listed below.
Purchase of Enterprise Information Management (EIM) Staffing Support
Bid Date— October 8, 2015 @ 2:00 PM (Pacific)
Specification No. S-2015-725BD
Bidder Amount of Bid
Project Partners, Inc. $121,800.00
International Star $122,400.00
Staff recommends Project Partners, Inc. be awarded a purchase order for providing staff
support to EIM CAD and GIS efforts the lowest responsible and responsive bidder.
CECIA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the OCSD's Purchasing Ordinance. This
item has been budgeted in Capital Improvement Project SP-15 (Geographic Information
System). Project contingency funds will be used for this bid.
Date of Approval Contract Amount Continaencv
11/18/2015 $121,800 $24,360
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
• Service Contract
Page 2 of 2
SERVICES CONTRACT
Enterprise Information Management(EIM)Staffing Support
5-2015.725BD
THIS CONTRACT is made and entered into, to be effective the date fully executed below by and between
ORANGE COUNTY SANITATION DISTRICT having a principal place of business at 10844 Ellis Avenue,
Fountain Valley, California, 92708 (hereinafter referred to as "OCSD") and PROJECT PARTNERS, INC.
having a principal place of business at 23195 La Cadena Drive, Suite 101, Laguna Hills, CA 92653
(hereinafter referred to as"SERVICE PROVIDER"),collectively referred to as the"Parties".
WHEREAS, OCSD desires to retain the services of SERVICE PROVIDER for Enterprise Information(EIM)
On-Call Staffing Services as stated in the Scope of Work (attached hereto and incorporated herein by
reference as Exhibit"A")"Services"; and
WHEREAS, SERVICE PROVIDER represents that it has expertise providing EIM On-Call Staffing services
("Services"). Based on SERVICE PROVIDER's expertise and experience, OCSD wishes to temporarily
engage the Services of SERVICE PROVIDER; and
WHEREAS, OCSD has chosen SERVICE PROVIDER to conduct Services in accordance with Ordinance
No. OCSD-47; and
WHEREAS,on November 18,2015,the Board of Directors of OCSD,by minute order,authorized execution
of this CONTRACT between OCSD and SERVICE PROVIDER; and
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties,
it is mutually agreed as follows:
1. Engagement of SERVICE PROVIDER
a. OCSD hereby engages SERVICE PROVIDER to provide Assigned Employees to perform
Services and SERVICE PROVIDER accepts the engagement, and agrees to provide the
Assigned Employees to perform Services upon the terms and conditions set forth herein.
OCSD agrees that it is responsible for managing the work assigned to the Assigned
Employees. Notwithstanding the foregoing, the Assigned Employees shall be employees
of SERVICE PROVIDER,and SERVICE PROVIDER shall remain the legal employer of the
Assigned Employees placed with OCSD for all purposes, including responsibility for (i)
hiring,evaluating,rewarding,terminating or disciplining the Assigned Employees; (ii)paying
all federal, state, and local labor and employment taxes; and (Ili)calculation of wages, and
unemployment and workers compensation insurance.
b. SERVICE PROVIDER, all its employees, officers, independent Service Providers, and/or
agents shall only be entitled to the compensation provided for in this CONTRACT and shall
not be eligible to receive any other benefits from OCSD.
c. SERVICE PROVIDER shall be responsible for providing, at SERVICE PROVIDER's
expense,worker's compensation or other insurance as well as all licenses and permits usual
or necessary for conducting the Services hereunder. SERVICE PROVIDER hereby
indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties
suffered by OCSD arising out of SERVICE PROVIDER's breach of this provision.
2. Assigned Employees
a. Assigned Employees are defined as the person or persons employed by the SERVICE
PROVIDER and temporarily assigned to OCSD to perform temporary Services as described
under this CONTRACT.
b. SERVICE PROVIDER shall be responsible for assigning employees as exempt or
nonexempt per the Guidelines set by the Federal Government. Exempt employees will not
be eligible for overtime nor will their pay be deducted for absences of less than one day.
Orange County Sanitation District 1 of 8 Specification No. S-2015-725BD
c. OCSD reserves the right to require Assigned Employees to sign an acknowledgement as to
their understanding that they are employees of the SERVICE PROVIDER and not of OCSD
and that they shall not be entitled to any benefits accorded to those individuals listed on
OCSD'S payroll.
3. Work Hours
SERVICE PROVIDER's assigned staff will be required to work on site at OCSD's facilities located
in Fountain Valley, California. However, at time,fieldwork and/or presentations and meetings may
be required at other OCSD facilities or at job site locations away from OCSD. Firm's assigned staff
may work up to 8 to 10 hours per day, and up to 4 to 5 days per week.
OCSD will only pay for the hours actually worked on site. OCSD does not pay travel time to or
from work or time taken for lunch breaks.
4. SERVICE PROVIDER's Representations
In the performance of the Services under this CONTRACT, SERVICE PROVIDER shall adhere to
the highest fiduciary standards, ethical practices and standards of care and competence.
SERVICE PROVIDER agrees to comply with all applicable Federal, State and local laws and
regulations.
5. California Department of Industrial Relations(D/R)Rea/strafion and Record of Waves
a. To the extent SERVICE PROVIDER's employees and/or SubService Providers who will
perform Work during the Contract for which Prevailing Wage Determinations have been
issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq,
SERVICE PROVIDER and SubService Providers 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 SERVICE PROVIDER and SubService Providers 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.
c. Pursuant to Labor Code Section 1776, the SERVICE PROVIDER and SubService
Providers 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 Enforcement of the Department of
Industrial Relations.
d. The SERVICE PROVIDER and SubService Provider 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. Billing Rates
a. Billing Rates shall be in accordance with the hourly rate as stated in the Bid results(attached
hereto and incorporated herein by reference as Exhibit"B".)
For purposes of calculating hourly rates, salaries of SERVICE PROVIDER employees
performing services under the CONTRACT shall be adjusted annually based on the
November CPI of LA-Orange County Index of each year. This rate is from the U.S
Department of Labor Statistic, Consumer Price Index — Los Angeles/Orange County
Metropolitan Area. The annual salary figures used in calculating hourly rates shall not
otherwise be adjusted, regardless of whether any SERVICE PROVIDER employee may
have received a salary increase from SERVICE PROVIDER that exceeds the increase in
Orange County Sanitation District 2 of 8 Specification No. S-2015-725BD
CPI. The first hourly rate escalation will occur January 1, 2017.
7. Invoicing and Payment
a. SERVICE PROVIDER shall submit invoices to OCSD'S IT Systems and Operations
Manager on a monthly basis for Services performed. SERVICE PROVIDER shall support
each invoice with time sheets, approved by OCSD, for Services performed. Invoices shall
include the Purchase Order Number and shall be submitted for approval to OCSD at the
above-referenced address. After OCSD has approved the invoice, payment will be due
within thirty(30) days of receipt of the invoice.
b. OCSD shall have fifteen (15) days after the date of invoice receipt to contest in good faith
the amounts and items charged. If uncontested amounts remain unpaid for thirty(30)days
or more, SERVICE PROVIDER may discontinue Services until such amounts are paid.
c. OCSD is required to withhold 7% on all payments made to non-California resident service
providers for professional services, rents, leases or royalties paid.
Any funds withheld shall be remitted to the California Franchise Tax board on a quarterly
basis. Service providers may be exempt from this requirement by their exemption status
and submitting the California Form 590 to OCSD's Financial Management Division via
regular mail or email to APStaff@ocsd.com.
8. CONTRACT Period
a. Services to be provided by SERVICE PROVIDER under this CONTRACT shall commence
on January 1, 2016 and run through December 31, 2016.
b. OCSD reserves the right to renew this CONTRACT annually for up to four(4)additional one
year terms upon approval and written CONTRACT of OCSD and SERVICE PROVIDER.
OCSD makes no obligation to extend or renew. All renewals may be exercised through the
Amendment or Purchase Order process.
9. Billing Reports
SERVICE PROVIDER shall be required to submit a report each month to OCSD'S Manager of the
Information Technology that includes Assigned Employee(s) name(s), project number(s), bill
rate(s), pay rate(s)and hours worked.
10. Expenses
OCSD shall reimburse SERVICE PROVIDER for reasonable out-of-pocket expenses incurred by
Assigned Employees required and actually incurred in performing services, provided the SERVICE
PROVIDER and/or Assigned Employees have obtained OCSD's prior written approval and submits
supporting documentation satisfactory to OCSD. If Assigned Employees are required to travel,
they must first obtain SERVICE PROVIDER and OCSD'S written consent.Time spent in local travel
to and from home to OCSD'S plant sites shall not be considered time worked and shall not be
compensated.
11. Audit Rights
SERVICE PROVIDER agrees that,during the term of this CONTRACT and for a period of three(3)
years after its termination, OCSD shall have access to and the right to examine any directly
pertinent books, documents, and records of SERVICE PROVIDER relating to the invoices
submitted by SERVICE PROVIDER pursuant to this CONTRACT.
12. Ownership of Intellectual Property
a. SERVICE PROVIDER agrees that all designs, plans, reports, specifications, drawings,
schematics,prototypes,models,inventions,and all other information and items made during
the course of this CONTRACT and arising from the Services(hereinafter referred to as"New
Orange County Sanitation District 3 of 8 Specification No. S-2015-725BD
Developments") shall be and are assigned to OCSD as its sole and exclusive property.
SERVICE PROVIDER agrees to promptly disclose to OCSD all such New Developments.
Upon OCSD'S request,SERVICE PROVIDER agrees to assist OCSD,at OCSD'S expense,
to obtain patents or copyrights for such New Developments, including the disclosure of all
pertinent information and data with respect thereto, the execution of all applications,
specifications, assignments, and all other instruments and papers which OCSD shall deem
necessary to apply for and to assign or convey to OCSD, its successors and assigns, the
sole and exclusive right, title and interest in such New Developments. SERVICE
PROVIDER agrees to obtain or has obtained written assurances from its employees and
Contract personnel of their CONTRACT to the terms hereof with regard to New
Developments and Confidential Information.
b. SERVICE PROVIDER warrants that SERVICE PROVIDER 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.
13. Confidentiality and Non-Disclosure
a. SERVICE PROVIDER acknowledges that in performing the Services hereunder, OCSD
may have to disclose to SERVICE PROVIDER orally and in writing certain confidential
information that OCSD considers proprietary and has developed at great expense and
effort. As used herein,the term "Confidential Information" means any scientific or technical
data, marketing, operating, financial, business or any other information, design, process,
procedure, formula or improvement in written, printed, graphic, or electronically recorded
materials, that is commercially valuable to OCSD and not generally known in the industry.
SERVICE PROVIDER further acknowledges that the Services and any deliverables may
incorporate Confidential Information. SERVICE PROVIDER agrees that all items of
Confidential Information are proprietary to OCSD and shall remain the sole property of
OCSD.
b. SERVICE PROVIDER agrees as follows:
I. To use the Confidential Information only for the purposes described herein;to not
reproduce the Confidential Information; to hold in confidence and protect the
confidential Information from dissemination to and use by anyone not a party to
this CONTRACT; and to not use the Confidential Information to benefit itself or
others.
ii. To restrict access to the Confidential Information to personnel of SERVICE
PROVIDER who (i) have a need to have such access and (it) have been advised
of and have agreed in writing to treat such information in accordance with the terms
of this CONTRACT.
iii. To return all Confidential Information in SERVICE PROVIDER's possession upon
termination of this CONTRACT or upon OCSD'S request,whichever occurs first.
iv. To hold in confidence information and materials, if any,developed pursuant to the
Services hereunder.
c. The provisions of this Paragraph shall survive termination or expiration of this CONTRACT
and shall continue for so long as the material remains confidential.
14. Safety
OCSD's Safety and Accident Prevention Requirements are located in Appendix A to Exhibit"A".
15. Insurance
SERVICE PROVIDER shall purchase and maintain, throughout the life of this CONTRACT,
disability insurance as well as other insurance as defined in the Acknowledgement of Insurance
Requirements (attached hereto and incorporated herein as Exhibit "C"). SERVICE PROVIDER
shall not commence work under this CONTRACT until all required insurance is obtained in a form
acceptable to OCSD. Failure to maintain required insurance coverage shall result in termination of
this CONTRACT.
Orange County Sanitation District 4 of 8 Specification No. S-2015-725BD
16. Indemnification
SERVICE PROVIDER 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 SERVICE
PROVIDER's services under this CONTRACT, and/or by its SubService Providers or by anyone
directly or indirectly employed by SERVICE PROVIDER, and whether such damage or injury shall
accrue or be discovered before or after the temtinafion of the CONTRACT. Except as to the sole
active negligence of or willful misconduct of OCSD,SERVICE PROVIDER 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 SERVICE PROVIDER's
performance under the CONTRACT, 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 CONTRACT, and/or (c) on account of any goods and
services provided under this CONTRACT. This indemnification provision shall apply to any acts or
omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of
SERVICE PROVIDER of or anyone employed by or working under SERVICE PROVIDER. To the
maximum extent permitted by law, SERVICE PROVIDER'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. SERVICE PROVIDER 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 CONTRACT.
To the fullest extent permitted by law, SERVICE PROVIDER shall indemnify, defend, protect and
hold harmless OCSD and all of OCSD's officials, officers, directors, employees, SERVICE
PROVIDERS, and agents(collectively the"Indemnified Parties"),from any and against any and all
claims, damages, liabilities, causes of action, suit, arbitration award, losses, judgments, fines,
penalties, costs and expenses (including, without limitation, reasonable attorneys' fees,
disbursements and court costs;individually,a"Claim";collectively, "Claims")which may arise from,
result from, or are related to SERVICE PROVIDER's negligence, recklessness, or willful
misconduct in performing the Services,orany breach orfailure of SERVICE PROVIDER to perform
its Services contained in this CONTRACT. Notwithstanding the foregoing, nothing herein shall be
construed to require SERVICE PROVIDER to indemnify the Indemnified Parties from any Claim
arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake.
Exceptions (A) through (B) above shall not apply, and SERVICE PROVIDER 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."
17. Smoking
Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically
classified area or process area where methane gas may be present. Lack of compliance with
OCSD Smoking policy will be cause for removal of offending personnel from the site, termination
of the CONTRACT,or both.
Orange County Sanitation District 5 of 8 Specification No. S-2015-725BD
is. Warrantees
There are no warranties,expressed or implied, except as expressly set forth herein.
19. Conflict of Interest
SERVICE PROVIDER affirms that to the best of its knowledge there exists no actual or potential
conflict between SERVICE PROVIDER's families, business or financial interest or its Services
under this CONTRACT, and in the event of change in either its private interests or Services under
this CONTRACT, it will raise with OCSD any question regarding possible conflict of interest which
may arise as a result of such change.
20. No Solicitation of Employees
No referral fee will be paid to SERVICE PROVIDER for a referral which leads to the employment
of the candidate with the OCSD if such employment commences more than ninety(90)days after
the date stamp appearing on the candidate's resume submitted by or through SERVICE
PROVIDER, unless written extension has been given by OCSD'S Human Resources Department.
21. Termination
a. OCSD reserves the right to terminate this CONTRACT, in whole or in part, without cause,
at anytime, by written notice to SERVICE PROVIDER. Upon receipt of a termination notice,
SERVICE PROVIDER shall immediately discontinue all work under this CONTRACT
(unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay
SERVICE PROVIDER for work performed (cost and fee) to the dale of termination.
SERVICE PROVIDER expressly waives any claim to receive anticipated profits to be earned
during the uncompleted portion of the CONTRACT. Such notice of termination shall
terminate this CONTRACT and release OCSD from any further fee,cost or claim hereunder
by SERVICE PROVIDER other than for work performed to the date of termination.
b. OCSD reserves the right to end an assignment with Assigned Employee(s), without or
without cause, at any time by notifying SERVICE PROVIDER and SERVICE PROVIDER
shall replace the assigned employee if requested by OCSD. In terminating an assignment
with one or more Assigned Employee(s), OCSD shall not discriminate on the basis of race,
religion, national origin, gender or other unlawful basis. In the event such termination is
effected, the Assigned Employee shall immediately discontinue all work under this
CONTRACT(unless the notice directs otherwise).
c. OCSD may also immediately cancel for default of this CONTRACT in whole or in part by
written notice to SERVICE PROVIDER:
i. if SERVICE PROVIDER becomes insolvent or files a petition under the Bankruptcy
Act;or
ii. if SERVICE PROVIDER sells its business; or
III. if SERVICE PROVIDER breaches any of the terms of this CONTRACT; or
iv. if such breach is capable of cure and if the SERVICE PROVIDER fails to cure the
default within thirty(30)days.
d. All OCSD property in the possession or control of SERVICE PROVIDER shall be returned
by SERVICE PROVIDER to OCSD on demand, or at the termination of this CONTRACT,
whichever occurs first.
22. Damage to OCSD's Property
Any OCSD property damaged by SERVICE PROVIDER will be subject to repair or replacement by
SERVICE PROVIDER at no cost to OCSD.
Orange County Sanitation District 6 Of 8 Specification No. S-2015-725BD
23. Drug-Free Workplace
SERVICE PROVIDER and all its employees and sub-SERVICE PROVIDERS must adhere to the
California Drug-Free Workplace Act, Sections 8350 through 8357.
24. Governing Law
a. This CONTRACT shall be governed by and interpreted under the laws of the State of
California and the Parties submit to jurisdiction in Orange County, in the event any action is
brought in connection with this CONTRACT or the performance thereof.
b. In the event of a dispute as to the construction or interpretation of this CONTRACT, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the
dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution
of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be
conducted in accordance with the Commercial Mediation Rules of the American Arbitration
CONTRACT, through the alternate dispute resolution procedures of Judicial Arbitration
through Mediation Services of Orange County("JAMS'),or any similar organization or entity
conducting an alternate dispute resolution process.
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 CONTRACT, each party shall select an arbitrator,
and those two arbitrators shall select a third. Discovery may be conducted in connection
with the arbitration proceeding pursuant to California Code of Civil Procedure Section
1283.05. The arbitrator,or three arbitrators acting as a board,shall take such evidence and
make such investigation as deemed appropriate and shall render a written decision on the
matter in question. The arbitrator shall decide each and every dispute in accordance with
the laws of the State of California. The arbitrator's decision and award shall be subject to
review for errors of fact or law in the Superior Court for the County of Orange, with a right
of appeal from any judgment issued therein.
25. Modifications
This CONTRACT may not be modified, changed or supplemented, nor may any obligations
hereunder be waived or extensions of time for performance granted, except by written instrument
signed by both Parties.
26, Assignment
This CONTRACT and the rights, duties, and obligations hereunder may not be assigned by
SERVICE PROVIDER without the prior written consent of OCSD.
27. Partial Invalidity
Any provision of this CONTRACT which is found to be invalid or unenforceable shall be ineffective
to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such
provision shall not affect the validity or enforceability of the remaining provisions hereof.
28. Nonexclusive CONTRACT
This CONTRACT is not exclusive to SERVICE PROVIDER. OCSD reserves the right to enter into
similar or like CONTRACTS with other companies. OCSD also makes no guarantee of work to
SERVICE PROVIDER.
29. Entire CONTRACT
Orange County Sanitation District 7 of 8 Specification No. S-2015-725BD
This CONTRACT constitutes the entire CONTRACT of the Parties and supersedes all prior written
or oral and all contemporaneous oral CONTRACTs, understandings,and negotiations between the
Parties with respect to the subject matter hereof. This CONTRACT is intended by the Parties as
the final expression of their CONTRACT and may not be contradicted by evidence of any prior or
contemporaneous CONTRACT.
30. Notices
All notices under this CONTRACT 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. Rejection or other refusal to accept or the inability to deliver because of
changed addressed or 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: Natasha Dubrovski
Principal Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
SERVICE PROVIDER: Kimo Look
CEO
Project Partners, Inc.
23195 La Cadena Drive
Laguna Hills, CA 92653
IN WITNESS WHEREOF, the Parties have executed this CONTRACT effective as of the date first written
above at Fountain Valley, California.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
John Nielsen, Chair Board of Directors
Dated: By
Kelly A. Lore,Clerk of the Board
Dated: By
Marc Dubois, Contracts/Purchasing Manager
Dated: By
Print Name and Title
IRS Employers I.D. Number
Orange County Sanitation District 8 Of 8 Specification No. S-2015-725BD
ADMINISTRATION COMMITTEE Meeting Date TOBE.Of Dir.
11/12/15 11/18/15
AGENDA REPORT Item Item Number
s 11
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: REPROGRAPHICS AND RELATED SERVICES
GENERAL MANAGER'S RECOMMENDATION
A. Authorize a Purchase Order Contract with ARC Document Solutions, LLC for
reprographics services per County of Orange Master Contract #RCA MA-017-
16010366, for one 3-year period (11/04/15— 11/03/18)for an aggregate amount not
to exceed $200,000 per year; and
B. Approve the option of two additional one-year renewals for an amount not to exceed
$200,000 per year.
SUMMARY
OCSD uses a reprographics fine for the reproduction of plans, scanning and indexing
documents to be loaded into the engineering SharePoint site, and a filing and distribution
system for the ordering and tracking of plans and specifications for bidding of projects.
These tools have enabled OCSD to maintain an optimal bid process incorporating a set
of agreed upon procedures and minimum requirements to ensure a smooth bid process.
To effectively maintain a smooth bid process for upcoming projects, as well as
maintaining reprographics and related services for documentation of construction phase
records and engineering specifications, staff recommends that a new purchase order be
established with ARC Document Solutions, LLC. Pricing is based on a competitively
bid/negotiated Regional Cooperative Agreement (RCA) for Reprographic Services. This
contract is available for use in accordance with the terms and conditions and scope of
work set forth.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
CEQA
N/A
Page 1 of 2
BUDGET / PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. The items purchased through the process are budgeted in the yearly Joint
Operating Budget.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package:
N/A
Page 2 of 2
ADMINISTRATION COMMITTEE Meeting Date TOBE.Or .Dir.
11/12/15 11/18/15
AGENDA REPORT Item Item Number
6 12
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: CONSOLIDATED FINANCIAL REPORT FOR THE FIRST QUARTER
ENDED SEPTEMBER 30, 2015
GENERAL MANAGER'S RECOMMENDATION
Receive and file Orange County Sanitation District First Quarter Financial Report for the
period ended September 30, 2015.
SUMMARY
Included in this consolidated report are the following quarterly financial reports for the
period ended September 30, 2015:
First Quarter Budget Review
The Budget Review Summary provides the Directors, staff, and the general public
with a comprehensive overview of the financial results of the Sanitation District
through the first quarter ended September 30, 2015.
• 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.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
Page 1 of 3
ADDITIONAL INFORMATION
The Quarterly treasurers report section of the Consolidated Quarterly Financial Report is
being submitted in accordance with the 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:
• Performance results in comparison with the 3-month treasury bill index for the
liquid operating portfolio (and the Merrill Lynch 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, twelve
months, year to date, and since inception compared to the Benchmark returns for
the same periods:
Portfolio Performance Summary
Quarter Ended September 30,2015
Liquid Operating Monies(%) Long-Term Operating Monies(%)
Total Rate Total Rate of
of Return Benchmark') Return Benchmark')
3 Months 0.06 0.01 0.52 0.68
6 Months 0.11 0.02 0.36 0.67
9 Months 0.18 0.02 1.18 1.84
12 Months 0.19 0.02 1.74 2.12
Since inception 30 Sept.95 2.84 2.61 4.71 4.42
• 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 Oper. Long-Term
Cost $43.8 M $261.5 M
MV $43.9 M $262.8 M
• Modified duration of the portfolio compared to Benchmark:
Liquid Oper. Long-Term
B.M. 0.16 2.58
Port. 0.28 2.50
• Dollar change in value of the portfolio for a one-percent (1 %) change in interest
rates:
Liquid Oper.- $124,376
Long-Term- $6,553,148
• None of the portfolios are currently invested in reverse repurchase agreements.
Page 2 of 3
• The percent of the Liquid Operating Monies portfolio maturing within 90 days:
54.0%
• Average portfolio credit quality:
AA+/Aa 1
• 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— 1.2%
One security-AMRESCO Residential Securities 1999-1 maturing in 6/25/2029.
Rated AA+ by S&P, but only BBB by Fitch Ratings.
• All investments are in compliance with this policy and the California Government
Code, except for the following Lehman Brother holdings that the District is pursuing
collection through the bankruptcy court:
Lehman Brothers Note-Defaulted $600,000 par value purchased 9/18/2008
Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008
Sufficient funds are available for OCSD to meet its operating expenditure requirements
for the next six months.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
• Consolidated Financial Reports for the First Quarter Ended September 30, 2015.
NOTE: The Executive Summary from the Comprehensive Quarterly Financial Report for the first quarter
ended September 30, 2015 is included in hard copy, the entire report is available on-line at the OCSD
website(mn .ocsd.com) with the complete agenda package.
Page 3 of 3
Executive Summary
Consolidated Financial Reports
For the First Quarter Ended
September 30, 2015
Included in this consolidated report are the following quarterly financial reports for the
period ended September 30, 2015:
• First Quarter Budget Review:
The Budget Review Summary provides the Directors, staff, and the general public
with a comprehensive overview of the financial results of the Sanitation District
through the first quarter ended September 30, 2015.
Contained within this Budget Review is the budget-to-actual status of the
Collections, Treatment and Disposal Operations, the Capital Improvement
Program, the Self-Insurance Program, and Debt Service Outlays. Also included is
a Capital Assets Schedule as of September 30, 2015.
Various detail information can be found in this report. In summary:
a) Most major expense categories are anticipated to be at or below budget.
b) Total revenues are at 3.1 percent mainly due to the timing of property tax and
sewer fee distribution from the County that occurs mostly in the second and
fourth quarters. These two revenue sources make up 88.6 percent of the
District's total budgeted revenue. Except for Service Fees, Permit Fees, and
Property Taxes, all other major revenue sources are currently tracking close to
or exceeding revenue estimates. Overall, total revenues are projected to
approximate budget at year-end. More detailed information on District
revenues is provided within Section 1 — Pages 3 through 5.
c) Collection, Treatment and Disposal Costs:
As indicated within the Budget Review Summary of this report, the net
operating requirements through the first quarter of $34.0 million is currently
tracking at 22.8 percent of the $149.3 million budget. In addition, net operating
expenses have decreased $1.6 million or 4.5 percent in comparison with the
same period last year. Overall, staff expects the total operating costs to remain
at budget throughout the remainder of the year. More detailed information on
District operating expenses is provided within Section 1- Pages 1 through 3.
The total cost per million gallons is approximately $1,974.7 based on flows of
187.1 million gallons per day. This is $70.3 per million gallons, or 3.4 percent
lower than the budgeted cost per million gallon per day. A further description
of these costs and benchmarking with other agencies is contained within
Section 1 — Pages 6 through 8.
Page 1
2015-16 First Quarter Review
d) The total projected capital outlay cash flow of the Capital Improvement
Program (CIP) for FY 2015-16 has been revised to $139.8 million, or 76.8
percent of the board approved cash outlay of$181.9 million. The actual cash
outlay spending through the first quarter is $32.0 million, or 17.6 percent of the
total budgeted outlay. More detailed information on the CIP budget review can
be found in Section 3.
• 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 national economic outlook from the
Sanitation District's money manager, Chandler Asset Management (Chandler).
Chandler reported that the Long-Term Portfolio returned 52 basis points over the
quarter, underperforming the Bank of America Merrill Lynch 1-5 year AAA U.S.
Corporate and Government Index by 16 basis points, while the Liquid Operating
Monies Portfolio returned 6 basis over the quarter, outperforming its benchmark,
the three-month Treasury Bill index return of 5 basis points.
Chandler further notes that Nonfarm payrolls rose by 142,000 in September, below
the consensus forecast of 201,000. Meanwhile, the PCE price index is still running
well below the Fed's 2.0% target, at just 0.3% on a year-over-year basis in August.
In their view, a rate hike is still possible before year-end, but depending on domestic
and global economic data, as well as any potential financial market volatility fueled
by a US debt ceiling debate over the next few months, it could be pushed out to
2016. Fed funds futures currently imply that the Fed could remain on hold until
March or even June of next year. The Federal Open Market Committee (FOMC)
left policy rates unchanged at its September meeting. The Committee cautioned
that "recent global economic and financial developments may restrain economic
activity."Overall,the Fed's September policy statement was dovish and the outlook
for future monetary policy changes remains uncertain.
US economic data has been mixed. Over the past three months, payrolls have
increased by an average of 167,000 per month, compared to the trailing six-month
average of 199,000. In September the unemployment rate was unchanged at 5.1%,
but the participation rate edged down and wages were flat. Meanwhile, housing still
appears to be a growing source of strength for the US economy. In addition,
consumer confidence remains strong, which should bode well for fourth quarter
holiday shopping. The manufacturing sector, on the other hand, remains under
pressure, largely due to the strength of the US dollar. Second quarter GDP growth
was revised upward to an annualized rate of 3.9% from the second estimate of
3.7%. Market participants currently expect annualized GDP growth of about 2.4%
in the third quarter, and 2.7% growth in the fourth quarter.
Interest rate volatility remains elevated due to continued uncertainty regarding the
outlook for global economic growth and the timing of the first fed funds rate hike.
Page 2
Executive Summary
Yields on 2-year and 10-year Treasury notes declined in September, offsetting
increases in August. Mixed US economic data, divergent central bank monetary
policies, and concerns about weakening economic growth in China and other
emerging markets have influenced interest rates.
Economic Outlook
The domestic and global economic outlook modestly deteriorated during the third
quarter of 2015. On the domestic front the unemployment rate continued to contract
and is currently at 5.1% however broader measures of unemployment, as well as
the participation rate, remain at levels inconsistent with full employment. The pace
of job growth also contracted with the three month moving average of nonfarm
payrolls currently at 167k versus 231k at the end of the prior quarter. Second
quarter GDP was revised higher to 3.9%, versus 0.6% reading in the first quarter,
however the outlook for GDP growth over the balance of the year is tepid. The
global economic backdrop remains challenging as the growth outlook in Europe,
Japan, and China continues to underwhelm. Commodity prices remain weak
placing further downward pressure on inflation metrics, complicating the messaging
of the Federal Reserve on normalizing monetary policy.
Chandler is forecasting market volatility to remain elevated through the balance of
the year. The Federal Reserve will continue to be a contributor to investor angst as
Fed communication on a desire to tighten monetary policy conflict with the Fed's
dual mandate of full employment and stable prices. Even if the Federal Reserve is
able to raise rates later this year or early in 2016, the overall increase in rates will
be low and the pace very gradual given the divergence in developed market central
bank policies. The recent dislocation in markets, with investment grade credit
spreads widening, will likely present some compelling investment opportunities in
the coming months.
• Quarterly Certificates of Participation (COP) Report
The report includes a summary of each outstanding debt issuance and a
comparative chart illustrating the COP rate history.
Page 3
2015-16 First Quarter Review
This Page Intentionally Left Blank
Page 4
ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir.
lt/12115 11/la/15
AGENDA REPORT RennNurnl,er Iem Numbe
is
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL
FINANCIAL REPORT (CAFR) FOR THE YEAR END JUNE 30, 2015.
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Sanitation District's Comprehensive Annual Financial Report for the
year ended June 30, 2015, prepared by staff and audited by McGladrey, Certified Public
Accountants, along with the following reports prepared by McGladrey:
A. Report to the Administration Committee; and
B. Independent Accountants' Report on Agreed-Upon Procedures Applied to
Appropriations Limit Worksheets.
SUMMARY
The Sanitation District's independent auditors, McGladrey, have completed their
examination of the Sanitation District's financial statements for the year ended
June 30, 2015, and have issued an unmodified opinion. Each year, the Administration
Committee reviews the results of the audit and the corresponding Auditor's report. During
their audit, McGladrey, noted no matters involving the internal control over financial
reporting and its operations that they consider to be material weakness. McGladrey will
attend the meeting to respond to any questions of Directors.
Staff has prepared the Comprehensive Annual Financial Report, including the audited
financial statements. In the past, the Sanitation District has consistently earned the
Certificate of Achievement for Excellence in Financial Reporting from the Government
Finance Officers Association (GFOA). This year's report will also be submitted to GFOA
for their review and consideration.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
Page 1 of 2
ATTACHMENTS
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 and attachments:
• Report to the Administration Committee
• Independent Accountants' Report on Agreed-Upon Procedures Applied to
Appropriations Limit Worksheets
• Comprehensive Annual Financial Report for the Year Ended June 30, 2015.
(Separately bound document)
Page 2 of 2
Orange County Sanitation
District
Report to the Administration Committee
October 23, 2015
McGladrey Assurance-Tax•Consulting
MoGWn,LLP
18401 Von Kama 5"Floor
Irvine,CA 92612-8531
• McGladrey U Muw.mc.mc5.6500 F949255.5091
glatlrey.com
October 23,2015
Members of the Administration Committee
Orange County Sanitation District
Fountain Valley, California
We are pleased to present this report related to our audit of the financial statements of the Orange
County Sanitation District(the District)as of and for the year ended June 30, 2015. This report
summarizes certain matters required by professional standards to be communicated to you in your
oversight responsibility for the District's financial reporting process.
This report is intended solely for the information and use of the Administration Committee,the Board of
Directors and management, and is not intended to be, and should not be, used by anyone other than
these specified parties. It will be our pleasure to respond to any questions you have about this report. We
appreciate the opportunity to continue to be of service to the District.
llle- l «11�
MemLvr 0 the PSM InbmMlonal neMmk of Ind[ ndonl anounllnq lae and non-mn,fi,nf.
Contents
Required Communications 1-2
Summary of Significant Accounting Estimates 3-4
Summary of Uncorrected Misstatements 5
Exhibit—Significant Written Communications Between Management and Our Firm
Required Communications
Generally accepted auditing standards (AU-C 260, The Auditor's Communication With Those Charged
With Governance) require the auditor to promote effective two-way communication between the auditor
and those charged with governance. Consistent with this requirement,the following summarizes our
responsibilities regarding the financial statement audit as well as observations arising from our audit that
are significant and relevant to your responsibility to oversee the financial reporting process:
Area Comments
Our Responsibilities With Our responsibilities under auditing standards generally accepted in
Regard to the Financial the United States of America have been described to you in our
Statement Audit arrangement letter dated July 27, 2015. Our audit of the financial
statements does not relieve management or those charged with
governance of their responsibilities,which are also described in that
letter.
Overview of the Planned We have issued a separate communication regarding the planned
Scope and Timing of the scope and timing of our audit and have discussed with you our
Financial Statement Audit identification of, and planned audit response to, significant risks of
material misstatement.
Accounting Policies and Preferability of Accounting Policies and Practices
Practices Under generally accepted accounting principles, in certain
circumstances, management may select among alternative
accounting practices. In our view, in such circumstances,
management has selected the preferable accounting practice.
Adoption of,or Change in,Accounting Policies
Management has the ultimate responsibility for the appropriateness of
the accounting policies used by the District. Following is a description
of a significant accounting policy or its application that was either
initially selected or changed during the year:
• Implementation of Government Accounting Standards Board
(GASB)Statement No. 68,Accounting and Financial Reporting
for Pensions—an amendment of GASB Statement No. 27, and
GASB Statement No. 71, Pension Transition for Contributions
Made Subsequent to the Measurement Date—an amendment to
GASB Statement No. 68.
Significant or Unusual Transactions
We did not identify any significant or unusual transactions or
significant accounting policies in controversial or emerging areas for
which there is a lack of authoritative guidance or consensus.
Management's Judgments and Accounting Estimates
Summary information about the process used by management in
formulating particularly sensitive accounting estimates and about our
conclusions regarding the reasonableness of those estimates is in the
attached Summary of Significant Accounting Estimates.
1
Area Comments
Audit Adjustments There were no audit adjustments made to the original trial balance
presented to us to begin our audit.
Uncorrected Misstatements Uncorrected misstatements are summarized in the attached Summary
of Uncorrected Misstatements.
Disagreements With We encountered no disagreements with management over the
Management application of significant accounting principles,the basis for
management's judgments on any significant matters,the scope of the
audit or significant disclosures to be included in the financial
statements.
Consultations With Other We are not aware of any consultations management had with other
Accountants accountants about accounting or auditing matters.
Significant Issues No significant issues arising from the audit were discussed with or
Discussed With were the subject of correspondence with management.
Management
Significant Difficulties We did not encounter any significant difficulties in dealing with
Encountered in Performing management during the audit.
the Audit
Significant Written Copies of material written communications between our Firm and the
Communications Between management of the District, including the representation letter
Management and Our Firm provided to us by management, are attached in the Exhibit.
2
Orange County Sanitation District
Summary of Significant Accounting Estimates
Year Ended June 30, 2015
Accounting estimates are an integral part of the preparation of financial statements and are based upon
management's current judgment.The process used by management encompasses its knowledge and
experience about past and current events, and certain assumptions about future events. You may wish to
monitor throughout the year the process used to determine and record these accounting estimates. The
following describes the significant accounting estimates reflected in the District's June 30, 2015 financial
statements:
Basis for Our
Conclusions on
Management's Reasonableness of
Estimate Accounting Policy Estimation Process Estimate
Useful Lives of Long- The estimated useful Management We tested the
Lived Assets lives of assets determines useful lives reasonableness of
generally have the based on past information underlying
following ranges: experience, engineer management's
sewage collection estimates and industry estimate. Based on our
facilities, 50 years; norms. Management procedures,we have
sewage treatment reviews for changes in concluded that the
facilities,40 years; the useful lives of long- assigned useful lives of
sewage disposal lived assets by capital assets are
facilities,40 years; and evaluating prominent reasonable.
general plant and changes in
administrative facilities, circumstances affecting
11.5 years. These capital assets to
assets are depreciated determine whether
using the straight-line impairment or change
method. Construction in the useful life of a
in progress is not capital asset has
depreciated until ready occurred.
for intended use.
A capital asset is
considered impaired if
both the decline in the
service utility of the
capital asset is large in
magnitude and the
event or change in
circumstances is
outside the normal life
cycle of the capital
asset.
3
Basis for Our
Conclusions on
Management's Reasonableness of
Estimate Accounting Policy Estimation Process Estimate
Net Pension Liability Pension plans that Management utilizes We tested the
meet the criteria for Orange County reasonableness of the
recognition in Employees' Retirement information underlying
accordance with GASB System's (OCERS) the actuarial
Statement No. 68 are actuaries for its defined evaluations. Based on
measured at the net of benefit plan. our procedures,we
actuarially determined Management reviewed concluded that the net
total pension liabilities and approved the pension liability
and fiduciary net plan actuarial assumptions recorded is reasonable.
assets. If the total and calculations used
pension liabilities to determine the net
exceed the fiduciary pension liability and
net plan assets, it related components.
results in a net pension
liability,whereas a net
pension asset is
recorded if the total
pension liability is less
than the fiduciary net
plan assets.
4
Orange County Sanitation District
Summary of Uncorrected Misstatements
Year Ended June 30, 2015
Effect-0ebit(Credit)
Descdpdon Assets Liabilities Net Position Revenues Expenses
Reversed opening equity misstatements $ - $ - $ 2,065,248 $ (869,384) $ (1,195,864)
• Unamortized goodwill amortization related
to IRWD excess purchase price (905,439) - 1,563,148 - (657,709)
• Effects of additional capitalized interest
from the prior year 605,875 - (622,250) - 16,375
• Variance in amortization of premium and
discounts betyeen straight-line and effective
interest methods - 656,595 (1,691,460) - 1,034,865
• Contingent liability for existing lifigadon - (500,000) - 500.000
Total affect (1,171,717) $ (869,384) $ (302,333)
Statement of net position effect $ (299,51if4) $ 166,595 $ 142,969
5
Exhibit—Significant Written Communications Between Management and Our Firm
Orange County Sanitation District
Sawing: 10844 Ellis Avenue,Fountain Valley,0192708
Anaheim 714.962.2411 www.oaewers.com
Brea October 23, 2015
Buena Park
Cypress McGladrey LLP
18401 Von Kaman Avenue, 5th Floor
FountainValley Irvine, CA 92612
Fullerton
Garden Grove This representation letter is provided in connection with your audit of the financial
statements of the Orange County Sanitation District(the District)as of and for the year
Huntington Beach ended June 30, 2015 for the purpose of expressing an opinion on whether the financial
rvine statements are presented fairly, in all material respects, in accordance with accounting
L.Habra principles generally accepted in the United States of America(U.S. GAAP).
We confirm, to the best of our knowledge and belief, that as of October 23, 2015:
La Palma
Los Alamitos Financial Statements
Newport Beach 1. We have fulfilled our responsibilities, as set out in the terms of the audit arrangement
letter dated July 27, 2015, for the preparation and fair presentation of the financial
Orange statements referred to above in accordance with U.S. GAAP.
Placentia 2. We acknowledge our responsibility for the design, implementation and maintenance
Santa Ana of internal control relevant to the preparation and fair presentation of financial
SealBeach statements that are free from material misstatement,whether due to fraud or error.
Stanton 3. We acknowledge our responsibility for the design, implementation and maintenance
of internal control to prevent and detect fraud.
Tustin
4. Significant assumptions used by us in making accounting estimates, including those
Villa Park measured at fair value, are reasonable and reflect our judgment based on our
.e knowledge and experience about past and current events, and our assumptions
about conditions we expect to exist and courses of action we expect to take.
CostaSanit District 5. All events subsequent to the date of the financial statements, and for which U.S.
Midway City GAAP requires adjustment or disclosure, have been adjusted or disclosed.
sanitary District
6. The effects of all known actual or possible litigation and claims have been accounted
Irvine Ranch for and disclosed in accordance with U.S. GAAP.
Water District
Yorba Linda 7. There are no capital assets that have experienced permanent impairment as
Water District indicated in Governmental Accounting Standards Board (GASB)Statement No. 42,
Accounting and Financial Reporting for Impairment of Capital Assets and for
Insurance Recoveries.
8. The amounts due to the Irvine Ranch Water District of$2,869,329 have been
accurately calculated based on the applicable agreements.
F' 9. There are no unasserted claims or assessments that our lawyer has advised us are
probable of assertion and must be disclosed in accordance with GASB Statement
No. 10 or GASB Statement No. 62.
To protect public health and the environment by providing
effective wastewater collection, treatment,and recycling.
McGladrey LLP
October 23, 2015
Page 2
10. We have no direct or indirect, legal or moral obligation for any debt of any organization,
public or private, that is not disclosed in the financial statements.
e r^4e dE Ex+�"c
11, We have complied with all aspects of Contractual agreements that would have a material
effect on the financial statements in the event of noncompliance. In connection
therewith, we specifically represent that we are responsible for determining that we are
not subject to the requirements of the Single Audit Act and U.S. Office of Management
and Budget Circular No. A-133, because we have not received, expended or otherwise
been the beneficiary of the required amount of federal awards during the period of this
audit.
12. We have provided all amendments to the Orange County Employer Retirement
System's pension plan, and there were no amendments to the pension plan subsequent
to December 31, 2013 valuation date.
13. We have implemented GASB Statement No. 68, Accounting and Financial Reporting for
Pensions—an amendment of GASB Statement No. 27, and GASB Statement No. 71,
Pension Transition for Contributions Made Subsequent to the Measurement Date—an
amendment of GASB Statement No. 68, as discussed in Note 1 to the financial
statements. The District has accurately disclosed the effect of adopting the guidance
had on its financial position and the changes in net position.
14, We have Completed the process of evaluating the effect that would result from the
implementation of GASB pronouncements that were effective for the fiscal year ended
June 30, 2015. We believe that the effect on the District's net position and the changes
in net position for any new pronouncements would be insignificant.
15. We have informed you of all uncorrected misstatements.
As of and for the year ended June 30, 2015, we believe that the effects of the
uncorrected misstatements aggregated by you and summarized below are immaterial,
both individually and in the aggregate,to the financial statements. For purposes of this
representation, we consider items to be material, regardless of their size, if they involve
the misstatement or omission of accounting information that, in light of surrounding
circumstances, makes it probable that the judgment of a reasonable person relying on
the information would be changed or influenced by the omission or misstatement.
Effect—Debit(Credit)
Description Assets Liabilities Net Position Revenues Expenses
Reversed opening equity misstatements $ - $ - $ 2.065,248 $ (869.384) $ (1,195,864)
• Unamod¢ed goadW,ll amortization related
to IRM excess purchase price (905,439) - 1,563,148 - (657.709)
• Effects of additional capitalized interest
from the prior year 605,875 - (622,250) - 16,375
•Variance in amortization of premium am
discounts beevaen straight-line and effective
interest methods - 656,595 (1,fi91,460) - 1.034.865
• Contingent liability for existing litigation - (500,000) - 500,000
Total effect (1,171,717)
statement of net position effect $ (299.564) $ 156,595 $ 142,959
McGladrey LLP
October 23, 2015
Page 3
_ Information Provided
16. We have provided you with:
a. Access to all information of which we are aware that is relevant to the preparation
and fair presentation of the financial statements such as records, documentation and
other matters.
b. Additional information that you have requested from us for the purpose of the audit.
c. Unrestricted access to persons within the District from whom you determined it
necessary to obtain audit evidence.
d. Minutes of the meetings of the governing board and committees, or summaries of
actions of recent meetings for which minutes have not yet been prepared.
17. All transactions have been recorded in the accounting records and are reflected in the
financial statements.
18. We have disclosed to you the results of our assessment of risk that the financial
statements may be materially misstated as a result of fraud.
19. We have no knowledge of allegations of fraud or suspected fraud affecting the District's
financial statements involving:
a. Management.
b. Employees who have significant roles in internal control.
c. Others where the fraud could have a material effect on the financial statements.
20. We have no knowledge of any allegations of fraud or suspected fraud affecting the
District's financial statements received in communications from employees, former
employees, analysts, regulators, short sellers or others.
21. We have no knowledge of noncompliance or suspected noncompliance with laws or
regulations whose effects were considered when preparing financial statements.
22. We have disclosed to you all known actual or possible litigation and claims whose
effects should be considered when preparing the financial statements.
23. We have disclosed to you the identity of the District's related parties and all the related-
party relationships and transactions of which we are aware.
24. We are aware of no significant deficiencies, including material weaknesses, in the
design or operation of internal controls that could adversely affect the District's ability to
record, process, summarize or report financial data.
25. We are aware of no communications from regulatory agencies concerning
noncompliance with,or deficiencies in, financial reporting practices.
26, There were no transactions with related parties during the year ended June 30, 2015.
McGladrey LLP
October 23, 2015
Page 4
a� Supplementary Information
INE E1"P
27. With respect to supplementary information presented in relation to the financial
statements as a whole:
a. We acknowledge our responsibility for the presentation of such information.
b. We believe such information, including its form and content, is fairly presented in
accordance with U.S. GAAP.
c. The methods of measurement or presentation have not changed from those used in
the prior period.
28. With respect to management's discussion and analysis, Proportionate Share of the Net
Pension Liability, Schedule of District Contributions,and Schedules of Funding Progress
presented as required by GASB to supplement the basic financial statements:
a. We acknowledge our responsibility for the presentation of such required
supplementary information.
b. We believe such required supplementary information is measured and presented in
accordance with guidelines prescribed by U.S. GAAP.
c. The methods of measurement or presentation have not changed from those used in
the prior period.
29. During the course of your audit,you may have accumulated records containing data that
should be reflected in our books and records.All such data have been so reflected.
Accordingly, copies of such records in your possession are no longer needed by us.
ORANGE COUNTY SANITATION DISTRICT
James Merberg, General Manager
Lorenzo Tyner, Q y ctor of Finance and
Administrative ervices
/ r
i
Mi a White, Controller
j
Orange County Sanitation District
10844 Pis Avenue,Fountain Valley,CA92708
Anaheim 714.962.2411Buena Park vxm.acsewers.com
Brea
October 23, 2015
Cypress
FountainValley McGladrey LLP
FuVerton 18401 Von Karman Avenue, 5th floor
Irvine, CA 92612
Garden Grow
Huntington Beach In connection with your engagement to perform, in accordance with attestation standards
Irvine established by the American Institute of Certified Public Accountants, specified agreed-
upon procedures with respect to certain records and transactions of Orange County
La Habra Sanitation District(the District)for the year ended June 30, 2015, for the purpose of
determining as to whether the District's appropriation limitation calculation was computed
La Palma in accordance with Article XIII-B of the Constitution of the State of California, we confirm,
LosAlamitos to the best of our knowledge and belief the following representations made to you during
the course of your engagement:
Newport Beach
1. We understand that we have the responsibility for the appropriation limitation
Orange Calculation.
Placentia
2. We understand that we have the responsibility for determining that such criteria are
Santa Ana i appropriate for our purposes.
SealBeach 3. There are no known matters contradicting the appropriation limitation calculation nor
Stimton any communication from regulatory agencies affecting the appropriation limitation
calculation.
Tustin
Vila Park 4. We have made available to you all records and related data relevant to the subject
matter and the agreed-upon procedures.
County of Orange
5. There has been no knowledge of fraud or suspected fraud affecting the entity
Costa involving:
DistrictSanitary
MidwayCity a. Management.
IrvineSanitary District
Ranch b. Employees who have significant roles in internal control.
DistrictWater
c. Others where fraud could have a material effect on the appropriation limitation
Yoma calculation.
District
Water
6. We acknowledge our responsibility for the design and implementation of programs
and controls to provide reasonable assurance that fraud is prevented and detected.
7. We have no knowledge of any allegations of fraud or suspected fraud affecting the
Company received in communications from employees, former employees,analysts,
�y regulators or others.
8. We have responded fully to all inquiries made to us by you during your engagement.
9. During the course of your engagement, you may have accumulated records
containing data that should be reflected in our books and records. All such data have
" been so reflected.Accordingly, copies of such records in your possession are no
longer needed by us.
To protect public health and the environment by providing
effective wastewater collection,treatment,and recycling.
McGladrey LLP
October 23, 2015
Page 2
ORANGE COUNTY SANITATION DISTRICT
rF,�� IXf ENJP �n '//`/'/
James I erberg General Manager
Lotenzo Tyner,qWbctor of Finance and
Administrativ Services
/u-
M!*White, r er
M6ladrey LLP
18401 Van Kaman, 5m Floor
Irvine,CA 92612-8531
O 949.255.6500 F 949.255,5091
= McGladrey wv nncgladnayxom
Independent Accountant's Report on
Applying Agreed-Upon Procedures
Board of Directors
Orange County Sanitation District
Fountain Valley, California
We have performed the procedures enumerated below to the accompanying Appropriations Limit
Calculation of the Orange County Sanitation District(the District)for the year ended June 30, 2015. These
procedures, which were agreed to by the District and the League of California Cities (as presented in the
publication entitled Agreed-Upon Procedures Applied to the Appropriations Limitation Prescribed by
Article XIII-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 Appropriations Limit Calculation.
This agreed-upon procedures engagement was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants. 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 were as follows:
1. We obtained the completed internal calculations from management and compared the limit and annual
adjustment factors included in those calculations to the limit and annual adjustment factors that were
adopted by a resolution of the 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 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, this years 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 supporting calculations described in item 1 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.
1
MenLerolrl,e PSM IMemubnalnerworkol urlgzrdeM rrmuMryu »dmnfuhlrgfirmi.
We were not engaged to and did not conduct an audit, the objective of which would be the expression of
an opinion on the accompanying Appropriations Limit Calculation of the District. Accordingly, we do not
express such an opinion. 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/C.�[waecy LGP
Irvine, California/
October 23, 2015
2
Orange County Sanitation District
Appropriations Limit Calculation
Year Ended June 30,2015
Amount Source
A. Last year's limit $ 90,878,266
B. Adjustment factors
1. Population change 1.0070 State Finance
2. Per capita change 0.9977 State Finance
Total adjustment[(B.1 x S.2)-1.0) 0.0047 (B.1xB.2)
C. Annual adjustment 425,665 (BxA)
D. Other adjustments:
1. Loss responsibility(-) -
2. Transfer to private(-) -
3. Transfer to fees(-) -
4. Assumed responsibility(+)
Subtotal -
E. Total adjustments 425,665 (C+D)
F. This year's limit $ 91.303,931 (A+E)
3
ADMINISTRATION COMMITTEE Meeting Dare TOBA.of Dir.
11/12/15 11/1811S
AGENDA REPORT Item Number Item Nu bar
8 14
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: OWNER CONTROLLED INSURANCE PROGRAM EXTENSION
GENERAL MANAGER'S RECOMMENDATION
Approve the purchase of a multi-year extension of the Owner Controlled Insurance
Program at a total cost of $725,612 for five policies covering three layers of liability
coverage, workers compensation coverage, and pollution coverage, through
December 31, 2017.
SUMMARY
The Sanitation District began an Owner Controlled Insurance Program (OCIP) in 2008
in order to save money on the insurance costs for large construction projects. The
OCIP covers approximately 20 projects. The most recent estimate by the Sanitation
District's OCIP Administrator, Aon Risk Services, is that the OCIP is saving the
Sanitation District approximately $3 million by buying in bulk as compared to the
alternative, which would involve the cost of the contractors and subcontractors each
purchasing their own insurance separately.
The OCIP will expire in December 31, 2015. Because three large projects have not yet
finished, another extension is needed. The OCIP insurers have quoted $725,612 for
that extension. That quote includes $100 million in liability limits, and also workers
compensation coverage. In addition, pollution insurance is included.
The bulk of the construction which is not finished is connected with the project: Sludge
Thickening, Dewatering and Odor Control at Plant 1 (P1-101), (almost 90% of the
remaining OCIP construction), while much smaller amounts are connected with
projects: Sludge Digester Rehabilitation at Plant No. 1 (P1-100) and Solids Thickening
and Processing Upgrades (P2-89). Project P1-101, expected to have $124 million in
construction value when completed, was started in January 2013.
Staff agrees with Aon's belief that there are no options balancing cost effectiveness and
risk better than purchasing the extension from the existing insurers. Aon estimates that
the cost to the District for contractors to take over the insurance would be over $1
million, if carriers would even agree to do so for projects in progress.
Page 1 of 3
PRIOR COMMITTEE/BOARD ACTIONS
June 2013 — The Board approved a Professional Services Agreement with Aon Risk
Services, Inc. to continue acting as the Broker/Administrator for the OCIP.
March 2008 — The Board approved the purchase of insurance policies for a five-year
"rolling OCIP", comprising a variety of large Capital Improvement Projects beginning in
the following five years.
October 2007 — The Board approved a Professional Services Agreement with Aon Risk
Services, Inc. to act as the Broker/Administrator for the OCIP.
ADDITIONAL INFORMATION
In recent years many governmental agencies have started OCIPs as a way of saving
money on construction. The Sanitation District hired a consultant in 2007 who
recommended that a 'rolling OCIP" would be feasible, and later in 2007 the Sanitation
District chose Aon to administer the OCIP. The Board approved a package of
insurance policies for the OCIP in 2008, costing around $4 million.
The OCIP has contained approximately 20 different Capital Improvement Projects over
the years, and the total paid construction value of the projects is approximately $250
million so far. The total projected construction value at the conclusion of the OCIP is
expected to be roughly $330 million. Three of the projects, including the largest one of
the 20, have not yet finished.
Since the OCIP was developed in 2008 the Sanitation District has adjusted its lineup of
OCIP projects, including changes to the cost and timing of projects.
The OCIP was extended in 2013, through 2015, for $25,000. Insurance companies are
very reluctant to write long-term insurance policies because of regulatory restrictions
and because of restrictions placed on them by their reinsurers. As a result, the
extension was only through 2015. Now another extension is needed.
Staff and Aon have explored other options, including the Sanitation District completely
self-insuring this risk, partly self-insuring this risk, getting quotes from other insurers,
and requiring contractors and subcontractors to supply insurance after December 31,
2015. It is in general very difficult to change insurers for construction that is over 50%
complete, and the cost tends to be very high. Staff agrees with Aon that none of these
options is as feasible as extending the OCIP as Aon suggests with the existing insurers.
CEQA
N/A
Page 2 of 3
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item is not budgeted. As the OCIP supports the Capital Improvement
Program (CIP), funds will be identified and transferred from unexpended funds within
the total budget.
ATTACHMENT
The following attachments) maybe viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
N/A
Page 3 of 3
ITEM NO. 15
MINUTES OF THE
STEERING COMMITTEE
Orange County Sanitation District
Wednesday, October 28, 2015 at 5:00 p.m.
A regular meeting of the Steering Committee of the Orange County Sanitation
District was called to order by Chair Beamish on Wednesday, October 28, 2015 at
5:05 p.m. in the Administration Building of the Orange County Sanitation District.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
John Nielsen, Chair Jim Herberg, General Manager
Greg Sebourn, Vice-Chair Bob Ghirelli, Assistant General
John Withers, Operations Committee Manager
Chair Celia Chandler, Director of Human
Tom Beamish, Member-At-Large Resources
Lucille Kring, Member-At-Large Lorenzo Tyner, Director of Finance &
David Shawver, Member-At-Large Administrative Services
Ed Torres, Director of Operations &
COMMITTEE MEMBERS ABSENT: Maintenance
Keith Curry, Administration Committee Kelly A. Lore, Clerk of the Board
Chair Jennifer Cabral
Mark Esquer
Dean Fisher
Norbert Gaia
Al Garcia
Andrew Nau
OTHERS PRESENT:
Brad Hogin, General Counsel
PUBLIC COMMENTS:
None.
REPORTS
General Manager Jim Herberg introduced and welcomed the new Director of Human
Resources, Celia Chandler.
Chair Nielsen reported on the success of the 2015 State of the District event including
the District's accomplishments and the Annual Report which provided the first
communication piece that emphasized our"brand" as a resource recovery facility.
10/2a/2015 Steering Committee Minutes Page 1 d3
Director Withers commended the staff on the "5 minutes per month" information push
that was initiated this month.
Chair Nielsen also reported on the Strategic Plan Update session that was held on
October 21. Staff will take the information received, make any necessary changes
and bring it back in December for adoption. He also announced that Adam
Hutchinson, OCWD's Recharge Planning Manager, will make a presentation on storm
water capture to the OCSD Committees in November.
Chair Nielsen then provided an update from the Legislative and Public Affairs (LAPA)
Committee including: outreach and educational efforts; State and Federal Lobbyist
contract renewals; and the upcoming presentation from Adam Link with CASA at the
November LAPA Committee meeting.
The Committee requested that the OCSD representatives on CASA's Legislative
Committees provide any agendas and updates to the LAPA Committee.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
September 23, 2015 Regular Steering Committee Meeting.
AYES: Beamish; Kring; Nielsen; Seboum; Shawver and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Curry
NON-CONSENT CALENDAR:
2. GENERAL MANAGER COMPENSATION AND BENEFITS (John Nielsen)
RECOMMENDATION: Recommend to the Board of Directors to:
Adopt Resolution No. OCSD 15-23 entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District approving salary increase,
salary range adjustment, and changes to benefits for the General Manager for
Fiscal Year 2015-2016," authorizing the Board Chair to implement a base
building salary increase and corresponding salary range adjustment of 7%
retroactive to July 10, 2015, and changes to the benefits package for the
General Manager, for a total amount not to exceed $41,107.
AYES: Beamish; Kring; Nielsen; Sebourn; Shawver and Withers
NOES: None
10/25/2015 Steering Committee Minutes Page 2 of 3
ABSTENTIONS: None
ABSENT: Curry
CLOSED SESSION:
General Counsel, Brad Hogin announced that there will be no closed session this
evening.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
Director Shawver requested that OCSD supply a truckload of compost for use in the
new community garden in the City of Stanton; the ribbon cutting to be held on
November 16, 2015. Staff will look into the availability and logistics.
ADJOURNMENT:
The Chair declared the meeting adjourned at 5:24 p.m. to the next Steering
Committee meeting to be held on Wednesday, November 18, 2015 at 5:00 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
10/25/2015 Steering Committee Minutes Page 3 of 3
STEERING COMMITTEE Meeting Date TOBE.Or .Dir.
11/18/15 11/18/15
AGENDA REPORT Item Item Number
2 16
Orange County Sanitation District
FROM: John Nielsen, Board Chair
SUBJECT: GENERAL MANAGER COMPENSATION AND BENEFITS
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 15-24 entitled, "A Resolution of the Board of Directors of
Orange County Sanitation District amending the salary increase, salary range adjustment,
and changes to benefits for the General Manager for Fiscal Year 2015-2016."
SUMMARY
The attached Resolution No. OCSD 15-24 amends Resolution No. OCSD 15-23. Under
Resolution No. OCSD 15-23, adopted at the October 28, 2015 Board meeting, the Board
authorized changes to the General Manager's salary. However, the paragraph describing
the specific types and amounts of the General Manager's benefits was inadvertently
omitted. Thus, Resolution No. OCSD 15-24 corrects the omission and authorizes the
changes to the General Manager's benefits, as originally described the October 28, 2015
Board Agenda Report.
Resolution No. OCSD 15-23 and the October 28, 2015 Agenda Report entitled "General
Manager Compensation and Benefits" are also attached herein.
PRIOR COMMITTEE/BOARD ACTIONS
October 2015 — Board adopted Resolution No. OCSD 15-23, approving a base building
salary increase for the General Manager of 7% of salary, to adjust the corresponding
salary range by 7% for FY 2015-2016, and to implement changes to the General
Manager's benefits package, effective July 10, 2015.
August 2015 — Board authorized the Chair to initiate discussions with the General
Manager regarding his compensation and benefits package in closed session.
June 2015 — Steering Committee conducted the annual performance evaluation of the
General Manager in closed session.
November 2014 — Board approved Resolution No. OCSD 14-15, approving a base
building salary increase for the General Manager of 3% of salary and to adjust the
corresponding salary range by 3% for FY 2014-2015, effective July 11, 2014.
June 2014 — Steering Committee conducted the annual performance evaluation of the
General Manager in closed session.
Page 1 of 2
1 I25603.1
February 2013 — Board approved appointment of James D. Herberg to the position of
General Manager and approved the compensation and benefits package, effective April
1, 2013.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENTS
The following attachment(s)are attached in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Resolution No. OCSD 15-24
• Resolution No. OCSD 15-23
• Board Agenda Report, October 28, 2015
Page 2 of 2
1 t25603.1
ATTACHMENT
RESOLUTION NO. OCSD 15-24
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT AMENDING THE
SALARY INCREASE, SALARY RANGE ADJUSTMENT, AND
CHANGES TO BENEFITS FOR THE GENERAL MANAGER FOR
FISCAL YEAR 2015-2016
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER that Section 1b be
added and Section 2 be amended to Resolution 15-23 to read as follows:
1. That the Board of Directors hereby authorizes and approves the following
changes to General Manager's salary, which shall become effective
retroactively to the first pay period of July 2015:
a. A base building salary increase for the General Manager of 7% of salary
and to adjust the corresponding salary range by 7%.
b. A benefits package that would include those benefits offered to
represented and unrepresented employees, including medical, dental,
vision, disability insurance and paid leave. The General Manager's
benefits package also will include additional life insurance coverage at
two times (2x) salary, $5,400 automobile allowance, 6% plus $1,250
investment incentive salary (IIS), a $5,000 employer-paid 457(b)
deferred compensation contribution, and leave accruals at 250 hours
per year, all such benefits projected to cost $25,606.
2. That the Board Chair, or his designee, is authorized to implement the changes
to salary range and salary and benefits package approved herein.
1125326.1 0CSI) 15-24-1
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
November 18, 2015.
John Nielsen
Board Chair
ATTEST:
Kelly Lore,
Clerk of the Board
1125326.1 DCSD 15-24-2
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OCSD 15-24 was passed and
adopted at a regular meeting of said Board on the 181h day of November 2015, 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 18'h day of November 2015.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
1125326.1 OCSD 15-24-3
ATTACHMENT
RESOLUTION NO. OCSD 15-23
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT APPROVING SALARY INCREASE,
SALARY RANGE ADJUSTMENT,AND CHANGES TO BENEFITS FOR
THE GENERAL MANAGER FOR FISCAL YEAR 2015-2016
WHEREAS, the General Manager provides organizational leadership, strategic
direction, and District oversight for Orange County Sanitation District (OCSD); and
WHEREAS,the General Manager serves an at-will employment status, which may
be terminated at any time by the Board with or without cause with no liability; and
WHEREAS, it is OCSD's philosophy to compensate employee classifications
competitively, which currently can be achieved through alignment with the salary market;
and
WHEREAS, the July 1, 2014, At-Will Agreement with the General Manager
provides that, "District's Steering Committee shall meet with General Manager in August
of each year during the term of this Agreement to review and evaluate his performance
over the prior year. The Steering Committee shall make its recommendation(s) to the
Board concerning adjustment to the compensation and/or benefits paid or provided to
General Manager, to be effective in July of the year of review. After consideration of the
recommendation(s) of the Steering Committee, the Board shall determine and approve
the compensation, including benefits, payable to General Manager, which generally
becomes effective July of the fiscal year of the review"; and
WHEREAS, the Steering Committee commenced its review of the General
Managers performance in June 2015, finalized its review and made its recommendation
to the Board on October 28, 2015.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER:
1. That the Board of Directors hereby authorizes and approves the following
changes to General Manager's salary, which shall become effective
retroactively to the first pay period of July 2015:
a. A base building salary increase for the General Manager of 7% of salary
and to adjust the corresponding salary range by 7%.
2. That the Board Chair, or his designee, is authorized to implement the changes
to salary range and salary approved herein.
OCSD 15-23-1
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
October 28, 2015.
Jo n Nielsen
Bo d Chair
ATTEST:
O
e ly Lor ,
Clibrk of Board
OCSD 15-23-2
General Manager Pay Tables
July 2014 and Proposed 2015
Orange County Sanitation District
Classification and Compensation Plan
Rates Effective July 1,2014
GENERAL MANAGER
Classification Pay Grade Minimum I Midpoint I Control Point Maximum
General Manager EMT120 $ 1]5,590 1 $ 220,739 1 $ 238,399 $ 284,58]
Orange County Sanitation District
Classification and Compensation Plan
PROPOSED Rates Effective July 1,2015
GENERAL MANAGER
Classification Pay Grade Minimum I Midpoint I Control Point Maximum
General Manager EMT120 S 188.952 IS 236191 1 S 255.087 5 283429
OCSD 15-233
STATE OF CALIFORNIA )
as
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 15-23 was passed and
adopted at a regular meeting of said Board on the 281h day of October 2015, by the
following vote, to wit:
AYES: Bartlett; Beamish; Deaton; Katapodis; Kiley; Kim; Kring; Mills;
R. Murphy; Nagel; Nielsen; Ooten (Alternate); Parker; Schott
(Alternate); Sebourn; Shawver, Tinajero; Wanke; Withers and
Yarc
NOES: None
ABSTENTIONS: M. Murphy (Alternate); and Peotter (Alternate)
ABSENT: Diep; Jones; and F. Smith
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of Orange County Sanitation District this 28th day of October 2015.
Kell A. L r
Cl k of t Board of Directors
Orange County Sanitation District
OCSD 15-23-4
ATTACHMENT
STEERING COMMITTEE Meeting Date TOBE.Or .Dir.
10/28/15 10/28/15
AGENDA REPORT Item Item Number
2 16
Orange County Sanitation District
FROM: John Nielsen, Board Chair
SUBJECT: GENERAL MANAGER COMPENSATION AND BENEFITS
BOARD CHAIR'S RECOMMENDATION
Adopt Resolution No. OCSD 15-23 entitled, "A Resolution of the Board of Directors of the
Orange County Sanitation District approving salary increase, salary range adjustment,
and changes to benefits for the General Manager for Fiscal Year 2015-2016,"authorizing
the Board Chair to implement a base building salary increase and corresponding salary
range adjustment of 7% retroactive to July 10, 2015, and changes to the benefits package
for the General Manager, for a total amount not to exceed $41,107.
SUMMARY
The General Manager is employed on an At-Will basis, and serves at the pleasure of the
Board of Directors.
Since the General Manager was appointed to this position in April 2013, the Board has
approved one (1) base building salary increase of 3% and a corresponding salary range
adjustment in Fiscal Year 2014-2015.
The Board Chair is recommending a base building salary increase and corresponding
salary range adjustment of 7%, at a total cost not to exceed $15,501, for Fiscal Year
2015-2016. The proposed 7% base building salary increase and the corresponding
salary range adjustment would move the General Manager's salary range market position
from the 20th percentile to the 26th percentile for Fiscal Year 2015-2016. Similarly, the
proposed salary increase would move OCSD's General Manager's market position in
terms of incumbents' (OCSD's comparison agencies) salaries and total compensation,
from the tat percentile to 9th percentile of peers' salaries, and from the 3rd percentile to
15th percentile of peers' total compensation. The General Manager's market position will
be revisited through the current comprehensive classification and compensation study,
which will provide the Board with data for consideration on an organization-wide structural
alignment of its pay systems.
Pursuant to the understanding with the General Manager at the beginning of negotiations,
the salary changes would take effect retroactively to July 10, 2015, the first pay period in
the current fiscal year.
The Board Chair also recommends implementing changes to the General Manager's
benefits package to more closely align with those offered to represented and
unrepresented employees, at a projected cost of$25,606.
Page 1 d 3
The net total cost for all proposed compensation and benefit changes for the General
Manager is not to exceed $41,107.
PRIOR COMMITTEE/BOARD ACTIONS
August 2015 — Board authorized the Chair to initiate discussions with the General
Manager regarding his compensation and benefits package in closed session.
June 2015 — Steering Committee conducted the annual performance evaluation of the
General Manager in closed session.
November 2014 — Board approved Resolution No. OCSD 14-15, approving a base
building salary increase for the General Manager of 3% of salary and to adjust the
corresponding salary range by 3% for FY 2014-2015, effective July 11, 2014.
June 2014 — Steering Committee conducted the annual performance evaluation of the
General Manager in closed session.
February 2013 — Board approved appointment of James D. Herberg to the position of
General Manager and approved the current compensation and benefits package,
effective April 1, 2013.
ADDITIONAL INFORMATION
The General Manager provides leadership, strategic direction, and organizational
oversight at OCSD. This position serves as the chief executive officer, and it is integral
and critical to the success of the agency.
During the past year, under the direction of the General Manager, the Sanitation District
completed significant goals as set forth by the Board of Directors, including:
• Reduced planned user fee increases;
• Reaffirmed AAA credit ratings;
• Paid down unfunded retirement liabilities, resulting in $6 million of annual savings;
• $75 million in other operations savings identified over the next ten-year forecasting
period;
• No staff increases;
• No additional debt;
• Secured a $450,000 grant for future water recycling study;
• Ceased bleach disinfection of our effluent saving $425,000 per year;
• Completed phase 1 of the Newport Forcemain Replacement Project;
• Increased flows to GWRS by 30% to 130 mgd;
• Achieved labor agreements with bargaining units;
• Relocation of Santa Ana River Interceptor from the flood plain (by County of
Orange); and
• Received numerous national awards including NAWCA Peak Performance Award
for 100% compliance, US top 10 Fleets, Budget and Procurement Awards, WEF
Plant Safety Award, to name a few.
Page 2 d 3
The current At-Will Employment Agreement for General Manager James D. Herberg
became effective July 1, 2014. The General Manager's current annual base salary is
$221,449.
Annually, the Steering Committee makes its recommendation to the Board concerning
adjustments to the General Manager's compensation package. Section 6 of the At-Will
Employment Agreement specifies the following: "District's Steering Committee shall meet
with General Manager in August of each year during the term of this Agreement to review
and evaluate his performance over the prior year. The Steering Committee shall make its
recommendation(s) to the Board concerning adjustment to the compensation and/or
benefits paid or provided to General Manager, to be effective in July of the year of review.
After consideration of the recommendation(s) of the Steering Committee, the Board shall
determine and approve the compensation, including benefits, payable to General
Manager, which generally becomes effective July of the fiscal year of the review."
OCSD is committed to maintaining a competitive compensation market position that
attracts and retains top employment talent. It is OCSD's philosophy to compensate
employees competitively and equitably, and understanding the relative market position
assists in that determination. The proposed base building salary increase effective July
2015 will ensure OCSD maintains a competitive compensation market position to
continue to attract and retain this critical positions.
The proposed benefits package would include those benefits offered to represented and
unrepresented employees, including medical, dental, vision, disability insurance and paid
leave. The General Manager's benefits package also will include additional life insurance
coverage at two times (2x) salary, auto allowance, 6% plus $1,250 investment incentive
salary (IIS), and a $5,000 employer-paid 457(b) deferred compensation contribution.
CEQA
N/A
BUDGET/PURCHASING ORDINANCE COMPLIANCE
The funds for this increase were included in the OCSD Operating Budget for FY 2015-
2016.
ATTACHMENTS
• Resolution No. OCSD 15-23
• General Manager Pay Table, July 2014
• Proposed General Manager Pay Table, July 2015
Page 3 of 3
ITEM NO. 17
MINUTES OF THE
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE
Orange County Sanitation District
Monday, November 9, 2015, at 8:00 a.m.
A motion was made by Director Kring and seconded by Director Diep to appoint
Director Beamish to serve as Interim Chairman.
A regular meeting of the Legislative and Public Affairs Committee was called to order
by Interim Chair Beamish on Monday, November 9, 2015 at 8:05 a.m., in the
Administration Building of the Orange County Sanitation District.
Director Diep led the pledge of allegiance.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Tyler Diep, Director Jim Herberg, General Manager
John Nielsen, Board Chair Celia Chandler, Director of Human
Tom Beamish, Director Resources
Robert Kiley, Director Nick Arhontes, Director of Facilities
Lucille Kring, Director Support Services
John Withers, Director Rob Thompson, Director of Engineering
Ed Torres, Director of Operations and
COMMITTEE MEMBERS ABSENT: Maintenance
Greg Sebourn, Board Vice-Chair Lorenzo Tyner, Director of Finance &
Administrative Services
Kelly Lore, Clerk of the Board
Jennifer Cabral
Jim Colston
Al Garcia
Rebecca Long
Kelly Newell
Eric Sirjord
Nina Tran
OTHERS PRESENT:
Brad Hogin, General Counsel
Eric Sapirstein, ENS (via Teleconference)
Eric O'Donnell, Townsend Public Affairs
Cori Williams, Townsend Public Affairs
Adam Link, CASA
11/09/2015 Legislative and Public Affairs Committee Minutes Page 1 of4
PUBLIC COMMENTS:
None.
REPORTS: The Committee Chair and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Committee Members. These reports are for information
only and require no action by the Committee.
None.
CONSENT CALENDAR: Consent Calendar Items are considered to be routine and willbe 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)
MOVED, SECONDED and DULY CARRIED TO: Approve minutes for the
Committee meeting held on October 12, 2015.
AYES: Beamish, Diep, Kiley, Kring, and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Nielsen and Sebourn
Chair Nielsen arrived at 8:09 a.m, and presided.
INFORMATION ITEMS:
2. PUBLIC AFFAIRS UPDATE (Jennifer Cabral)
Principal Public Affairs Specialist, Jennifer Cabral provided an update on Public
Affairs community education outreach for the month, and showed photos of the
Placentia Heritage Festival and the Los Alamitos Wheels,Wings& Rotors events
attended. She also notified the committee that an informational item regarding
Public Affairs and Community outreach will be presented at upcoming
Operations and Administration Committee meetings.
Ms. Cabral stated that a request for OCSD to man a booth at the OC Fair had
previously been made; and that after research was completed, staff found that
the extensive amount of volunteer time (400 hours, 2 week period)and resources
needed for an event this large was not recommended.
11/09/2015 Legislative and Public Affairs Committee Minutes Page 2 of 4
3. LEGISLATIVE UPDATE (Rebecca Long)
Senior Public Affairs Specialist, Rebecca Long updated the committee on the
State of the District event held on October 16°i and Senator Janet Nguyen's tour
on October 28th and further stated that she is now a member of the State CASA
Committee.
Eric Sapirstein, ENS Resources, provided an informative presentation regarding:
new Speaker of the House Paul Ryan and his pledge to have an open process
for legislation consideration; the FY 2016 budget process, including a two-year
budget agreement reached; tax reform; water infrastructure funding; climate
change issues; funding priorities; spending limits, including the 80 to 85 billion in
new spending and the allocations; and issues with current year spending bills.
Mr. Sapirstein also provided information regarding: Emergency Drought bill
challenges and announced that Joel Beauvais will serve as acting Assistant
Administrator of the USEPA, who's area of priority is climate change issues.
Mr. Sapirstein then answered questions from the committee regarding: funding
for storage and distribution of water, additional water recycling and alternative
energy production and innovation; funding assistance and challenges for
desalination projects; and the possibility of a scaled back drought bill due to the
probability of El Nino.
Cori Williams, Townsend Public Affairs, reported on the continued work of the
Transportation Infrastructure Conference Committee Special Session and the
considered funding proposals. Ms. Williams stated that California continued to
reduce water usage by 26% in September, and stated that the emergency water
conservation regulations that will expire in February 2016, will be evaluated and
reconsidered by the State Water Resources Control Board at a Public Workshop
on December 7.
Ms. Williams further stated that for FY 2016, there are five measures that
qualified for initiatives or referendum on the ballot; one which will require voter
approval for Public Works projects which mandate over 2 billion in revenue
bonds, is of most importance to the District.
Eric O'Donnell, Townsend Public Affairs, reported on the IRWM funding approval
and the future actions that will be taken. He also reported that he had met with
Senator Herzberg's office regarding SB163 and recommends sending position
letters to the Senator. Mr. O'Donnell is also working on setting up a meeting with
the Senator at his Van Nuys office in early December and scheduling a tour of
OCSD in February.
11/09/2015 Legislative and Public Affairs Committee Minutes Page 3 of 4
4. CALIFORNIA ASSOCIATION OF SANITATION AGENCIES
LEGISLATIVE PLATFORM (Jennifer Cabral)
Ms. Cabral introduced Adam Link Director of Affairs for CASA who provided an
informative PowerPoint presentation regarding: CASA sponsored legislation and
priority issues in 2015; state and federal legislative priorities for 2016; anticipated
legislation; issues of significance; fellow associations; and CASA initiatives and
upcoming events.
Mr. Link responded to questions from the committee regarding: the makeup of
the CASA legislative committees; and California "Duck Curve", solar power
system peaks and excess energy issues.
NON-CONSENT CALENDAR:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
General Manager Jim Herberg announced that OCSD Administrative Offices will be
closed on Wednesday, November 111h in observance of Veterans Day.
Director Kring announced that the City of Anaheim will be hosting a Veterans Day event
at the Muzeo with a special commemoration of the Marine Corps 2401h birthday.
ADJOURNMENT:
Chair Nielsen declared the meeting adjourned at 9:14 a.m. to the next Legislative and
Public Affairs Committee Meeting, December 14, 2015 at 8:00 a.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
11/09/2015 Legislative and Public Affairs Committee Minutes Page 4 of
BOARD OF DIRECTORS Meeting Date To ad.Of Dir.
11/te/IS
AGENDA REPORT Item Number Item Number
- to
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: PLANT 2 TRICKLING FILTER ODOR CONTROL SYSTEM UPGRADE,
PROJECT NO. FE13-04
GENERAL MANAGER'S RECOMMENDATION
A. Receive and file bid tabulation and recommendation;
B. Award a construction contract to Kiewit Infrastructure West Co. for Plant 2 Trickling
Filter Odor Control System Upgrade, Project No. FE13-04, for a total amount not to
exceed $2,514,000; and
C. Approve a contingency of$251,400 (10%).
SUMMARY
The Orange County Sanitation District (Sanitation District) has received frequent odor
complaints from neighbors near Treatment Plant 2 in Huntington Beach. After
conducting analyses and physical observations, it was determined that much of the odor
was originating from the trickling filter process area. To minimize odor complaints, the
Sanitation District is required to replace the trickling filter scrubber carbon media every
two months. The installation of chemical scrubbers at the trickling filters will eliminate or
reduce the frequency of carbon media replacement and mitigate the nuisance odors
reaching the neighbors. This project is consistent with the Sanitation District's goal to
be a good neighbor.
The project constructs three chemical scrubber systems and a sodium hypochlorite feed
system to treat the foul air from existing Trickling Filters A, B, and C. Each chemical
scrubber system includes a foul air fan, foul air chemical scrubber, demisters, and
ductwork.
The Sanitation District advertised for bids on August 12, 2015. Seven sealed bids were
received on September 24, 2015. The bids were evaluated in accordance with the
Sanitation District's policies and procedures.
Staff recommends awarding a construction contract to the lowest responsive bidder,
Kiewit Infrastructure West Co., for Plant 2 Trickling Filter Odor Control System Upgrade,
Project No. FE13-04.
Page 1 of 2
Summary information on the bid opening for Plant 2 Trickling Filter Odor Control System
Upgrade, Project No. FE13-04, is as follows:
Project Budget $3,545,960
Construction Contract Budget $2,600,000
Engineer's Estimate $2,581,000
Bidder Amount of Bid
Kiewit Infrastructure West Co. $2,514,000
Cora Constructors, Inc. $2,556,861
Tharsos, Inc. $2,557,000
ODC Engineering &Technology $2,695,000
Pyramid Building & Engineering, Inc. $2,709,860
JF Shea Construction, Inc. $2,945,971
Shimmick Construction Co., Inc. $3,019,000
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
CEQA
A Notice of Exemption was filed and recorded with the County of Orange on
August 20, 2014.
BUDGET/PURCHASING ORDINANCE COMPLIANCE
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (Line item: Budget Update, FY2015-16, Page
A-11). Project contingency funds will not be used for this construction contract.
ATTACHMENT
The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
• Construction Contract
RB:dm:gc
Page 2 of 2
PART A
CONTRACT AGREEMENT
C-CA-121914
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-121914
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. FE13-04
PLANT 2 TRICKLING FILTER ODOR CONTROL SYSTEM UPGRADE
THIS AGREEMENT is made and entered into, to be effective, this November 18, 2015, by and
between Kiewit Infrastructure West Company, hereinafter referred to as "CONTRACTOR" and
the Orange County Sanitation District, hereinafter referred to as "OCSD".
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OCSD and CONTRACTOR agree as follows:
SECTION- 1 GENERAL CONDITIONS
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR's investigation of all such matters and is in no way relying upon
any opinions or representations of OCSD. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
"Contract Documents" refers to those documents identified in the definition of"Contract
Documents" in the General Conditions— Definitions.
C-CA-121914
W 1 JOBCONTRACT NOD
aM 5 JOBCONTRACT TITLE.
CONFORMED
Page 1 of 25
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)
L Plans
iii. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR's Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
directed. Full-size details shall take precedence over scale Drawings as to
C-CA-121914
xM 1 JOBCONTRACT NO.
«M 5 JOBCONTRACT TITLE.
CONFORMED
Page 2 of 25
shape and details of construction. Specifications shall govern as to material
and workmanship.
b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
C. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR's attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OCSD's
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR's own risk and expense. The
decision of the ENGINEER shall be final.
C-CA-121914
W 1 JOBCONTRACT NOD
aM 5 JOBCONTRACT TITLE.
CONFORMED
Page 3 of 25
In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions, Definitions.
Additional terms may be defined in the Special Provisions.
SECTION—2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR'S own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OCSD, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OCSD may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any
laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to
deduct all of its costs and expenses incurred relating thereto, including but not limited to
administrative and legal fees.
SECTION —3 PROJECT
The Project is described as:
PROJECT NO. FE13-04
PLANT 2 TRICKLING FILTER ODOR CONTROL SYSTEM UPGRADE
C-CA-121914
xM 1 JOBCONTRACT NO.
xM 5 JOBCONTRACT TITLE.
CONFORMED
Page 4 of 25
SECTION-4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. FE13-04
PLANT 2 TRICKLING FILTER ODOR CONTROL SYSTEM UPGRADE
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) calendar days from the date
set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall
diligently prosecute the Work to completion within four hundred ninelylhree (493)calendar 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, 8, and 9 hereof, and applicable provisions in the
General Conditions. The time for completion includes ten (10) calendar days determined by
OCSD likely to be inclement weather when CONTRACTOR will be unable to work.
In addition, CONTRACTOR shall accomplish such milestones within the periods of performance
set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule."
SECTION —6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
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which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the Work of Subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION—7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, "Extensions for Delay", and the General
Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work".
Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, "Extension of Time for Delay" and
"Contract Price Adjustments and Payments", and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work".
OCSD's decision will be conclusive on all parties to this Contract.
SECTION—S EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OCSD specifying the exact nature of the Extra Work and the amount of extra
compensation to be paid all as more particularly set forth in Section 9 hereof and the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated
Changes", and "Contract Price Adjustments and Payments".
In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Project by the number of days, if
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any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by the
ENGINEER. The decision of the ENGINEER shall be final.
SECTION—9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Document, including but not limited to
changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)"and "OWNER
Initiated Changes".
SECTION — 10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
"Liquidated Damages and Incentives."
SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the
faithful performance of this Contract, subject to any additions or deductions as provided in
approved Change Orders, the sum of Two Million Five Hundred Fourteen Thousand
Dollars ($2,514,000) as itemized on the Attached Exhibit"A".
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Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements and General Conditions (including but
not limited to Sections entitled "Mobilization Payment Requirements" and "Payment
Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the job a schedule which shows:
1. A minimum of one (1) payment to be made to the CONTRACTOR for each
successive four(4)week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract.
Payment applications shall also be accompanied with all documentation, records, and
releases as required by the Contract, Exhibit A, Schedule of Prices, and General
Conditions, "Payment for Work—General". The total amount of Progress Payments shall
not exceed the actual value of the Work completed as certified by the ENGINEER. The
processing of payments shall not be considered as an acceptance of any part of the Work.
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B. As used in this Section, the following defined terms shall have the following meanings:
1. "Net Progress Payment' means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. `Progress Payment' means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
C. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
3. "Retention Amount'for each Progress Payment means the percentage of each
Progress Payment to be retained by OCSD to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions—'Retained Funds; Substitution of
Securities."
SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions—"Retained Funds;
Substitution of Securities."
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SECTION- 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, "Final Acceptance and Final Completion", "Final Payment"and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General
Conditions.
SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION
A. Davis-Bacon Act:
CONTRACTOR will pay and will require all Subcontractors to pay all employees on said
Project a salary or wage at least equal to the prevailing rate of per diem wages as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each
craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon
Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and
when twenty-five percent(25%) or more of the Contract is funded by federal assistance. If
the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be
complied with are incorporated herein as a part of this Contract and referred to by
reference.
B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR
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agrees that not less than said prevailing rates shall be paid to workers employed on this
public works Contract as required by Labor Code Section 1774 of the State of California.
Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of
per diem wages at its principal office and at each job site, which shall be made available to
any interested party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding
the employment of apprentices are applicable to this Contract and the CONTRACTOR
shall comply therewith K 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 seg.) 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
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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
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
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in Section 19 below. All Bonds required to be submitted relating to this Contract must comply
with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the
name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall
be duly acknowledged before an officer authorized to take and certify acknowledgments, and
either one of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION — 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
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
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CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
"Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated
Changes", the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter
OCSD premises/worksite without possessing the required insurance coverage.
CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work(collectively, the "Third
Parties"), The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
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: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
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b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Five Million
Dollars ($5,000,000)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.
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h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile
Liability Insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limits
of liability coverage:
Either(1)a combined single limit of One Million Dollars ($1,000,000) and a general
aggregate limit of One Million Dollars ($1,000,000)for bodily injury, personal injury
and property damage;
Or alternatively, (2) One Million Dollars ($1,000,000) 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. Workers Compensation/Employer's Liability: CONTRACTOR shall provide such
Workers Compensation Insurance as required by the Labor Code of the State of
California, including employers 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.
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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.
A. 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
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guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions
1. Each such policy of General Liability Insurance and Automobile Liability Insurance
shall be endorsed to contain, the following provisions:
a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all
public agencies from whom permits will be obtained, and their Directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OCSD in connection with this
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b. Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OCSD shall be excess
only and not contributing with insurance provided under this policy.
2. Each insurance policy required herein shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30)days prior written notice by
certified mail, return receipt requested, and that coverage shall not be cancelled for
non-payment of premium except after ten (10)days prior written notice by certified
mail, return receipt requested. Should there be changes in coverage or an increase
in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript
endorsement from its insurer giving 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
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received not less than twenty(20) days prior to the effective date of the
change(s). The letter must be signed by a Director or Officer of the broker/agent and
must be on company letterhead, and may be sent via e-mail in pdf format.
3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s) will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at
least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide.
OCSD recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept
State Compensation Insurance Fund for the required policy of worker's compensation
insurance, subject to OCSD's option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20) days written notice. Further, OCSD will
require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20)days of written notice to
CONTRACTOR by OCSD or its agent.
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
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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 Contract Documents 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
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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 Contract, 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.
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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
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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 party whose address changes shall notify the other party in
writing.
TO OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Clerk of the Board
Copy to: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Construction Manager
Bradley R. Hogin, Esquire
Woodruff, Spradlin & Smart
555 Anton Boulevard
Suite 1200
Costa Mesa, California 92626
C-CA-121914
W 1 JOBCONTRACT NOD
aM 5 JOBCONTRACT TITLE.
CONFORMED
Page 23 of 25
TO CONTRACTOR: Kiewit Infrastructure West Company
10704 Shoemaker Avenue
Santa Fe Springs, CA 90670
Copy to: Eric M. Scott,
Senior Vice President
Kiewit Infrastructure West Company
10704 Shoemaker Avenue
Santa Fe Springs, CA 90670
C-CA-121914
xM 1 JOBCONTRACT NO.
xM 5 JOBCONTRACT TITLE.
CONFORMED
Page 24 of 25
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Kiewit Infrastructure West Company
10704 Shoemaker Avenue
Santa Fe Springs, CA 90670
By
Printed Name
Its
CONTRACTOR's State License No. 433176 (Expiration Date: 01/31/2017)
OCSD: Orange County Sanitation District
By
Chair, Board of Directors
By
Clerk of the Board
By
Contracts, Purchasing and Materials
Management Division Manager
C-CA-121914
W 1 JOBCONTRACT NOD
aM 5 JOBCONTRACT TITLE.
CONFORMED
Page 25 of 25
STEERING COMMITTEE Meeting Date TOBd.of Dir.
11/18/15 11/18/15
AGENDA REPORT emNumber ItemNumbe
3 19
Orange County Sanitation District
FROM: James D. Herberg, General Manager
SUBJECT: EXTENSION OF AGREEMENT WITH EAST ORANGE COUNTY WATER
DISTRICT
GENERAL MANAGER'S RECOMMENDATION
Authorize the General Manager to negotiate and execute an extension of the Local
Sewer Facilities Transfer Agreement with East Orange County Water District regarding
the transfer of local sewers in Service Area 7.
SUMMARY
Orange County Sanitation District (OCSD) entered into an agreement with East Orange
County Water District (EOCWD) on February 27, 2014 to transfer ownership and the
responsibility for the local sewers in Service Area 7 from OCSD to EOCWD. The
Agreement was amended in April 2015, extending the agreement to December 31,
2015, and adding language to prohibit the diversion of wastewater from OCSD's service
area. This provision is important to ensure that flows will continue to be routed to
OCSD so we can continue to meet our contractual obligations to the Orange County
Water District (OCWD).
The proposed transfer of ownership of the local sewers requires an OC LAFCO
approved reorganization. EOCWD initiated the OC LAFCO process in March 2014 by
filing an application for reorganization. Irvine Ranch Water District (IRWD) has also
submitted an application to assume the local sewer ownership in Service Area 7. At a
community workshop on October 28, 2015, OC LAFCO staff presented a report with
their preliminary recommendation that IRWD take on local sewer service rather than
EOCWD.
The transfer agreement with EOCWD, which expires on December 31, 2015 precludes
OCSD from negotiating with any other entity regarding the transfer of Service Area 7
sewers. In accordance with the agreement, OCSD has not negotiated terms with
IRWD.
IRWD has submitted a letter to OC LAFCO (attached) indicating their commitment to
language ensuring that sewer flows continue to be routed to OCSD for treatment,
similar to provisions in the EOCWD transfer agreement.
EOCWD has requested that OCSD amend the transfer agreement a second time to
extend the timeline. Staff is seeking direction from the Board whether OCSD should
proceed with extension of its agreement with EOCWD.
Page 1 d 2
BUDGET/PURCHASING ORDINANCE COMPLIANCE
N/A
ATTACHMENT
The following attachment(s) are attached in hard copy and may also be viewed online at the OCSD
website(www.ocsd.coml with the complete agenda package:
• Current Agreement and Amendment#1 with EOCWD
• Letter from IRWDto OC LAFCO
Page 2 d 2
ATTACHMENT
LOCAL SEWER FACILITIES
TRANSFER AGREEMENT
THIS LOCAL SEWER FACILITIES TRANSFER AGREEMENT
("Agreement") is made this �'7 day of �f - , 2014 ("Effective Date") by
and between the ORANGE COUNTY SANITATION DISTRICT ("OCSD"), a duly
organized County Sanitation District existing pursuant to California Health and
Safety Code section 47000 et seq., and the EAST ORANGE COUNTY WATER
DISTRICT ("EOCWD"), a duly organized County Water District existing pursuant
to California Water Code section 30000 et seq. OCSD and EOCWD are
sometimes hereinafter individually referred to as "Party' and hereinafter
collectively referred to as "Parties".
RECITALS
WHEREAS, OCSD owns and operates regional wastewater collection,
conveyance, treatment, and disposal facilities within its 471 square mile service
area;
WHEREAS, OCSD owns and operates the local wastewater collection and
conveyance system, encompassing approximately 174 linear miles of sewer lines
and serving more than 18,000 connections, within the area known as Service
Area 7, which area is more particularly identified in Exhibit "A" attached hereto
and incorporated herein by reference;
WHEREAS, OCSD desires to transfer to EOCWD: (a) its ownership of
certain local sanitary sewer lines and appurtenant facilities located in Service
Area 7 ("Local Sewer Facilities"), which are more particularly described and
delineated in attachments 1 and 2 of Exhibit "B" attached hereto and
incorporated herein by reference, and (b) the responsibility for providing local
sewer service to Service Area 7;
WHEREAS, EOCWD desires to acquire ownership and assume
responsibility for the Local Sewer Facilities and to accept responsibility for
providing local sewer service to Service Area 7;
WHEREAS, the transfer of ownership in and the assumption of
responsibility for the Local Sewer Facilities to EOCWD will require the approval
of the Orange County Local Agency Formation Commission ("LAFCO"); and
WHEREAS, following the transfer to EOCWD of the Local Sewer
Facilities, OCSD shall retain its power to provide regional sewer service within
the entirety of Service Area 7.
Page 1 of 10
985662.1
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the Parties agree as follows:
1. Recitals. The recitals set forth above are true and correct and are
incorporated into this Agreement.
2. Cooperation.
a. OCSD and EOCWD shall work cooperatively to complete the
successful transfer from OCSD to EOCWD of the Local Sewer Facilities and the
assumption of responsibility for ongoing operation and maintenance of the Local
Sewer Facilities by EOCWD by no later than December 1, 2014. Both Parties
shall execute any further documents consistent with the terms of this Agreement,
including documents in recordable form, necessary or appropriate to full the
obligations imposed by this Agreement.
3. LAFCO Proposal.
a. Initiation of Proceedings. EOCWD shall, within one month
(30 days) from the Effective Date, initiate proceedings under the Cortese-Knox-
Herzberg Local Government Reorganization Act of 2000, as amended,
Government Code section 56000, at seq., requesting LAFCO approval of a
reorganization proposal (the "Proposal"). The resolution of application enacted
by EOCWD and submitted to LAFCO shall propose that LAFCO's approval of the
Proposal shall be subject to the terms and conditions of this Agreement.
EOCWD shall be solely responsible for the direct costs incurred in connection
with the initiation and processing of the Proposal, and LAFCO approval thereof,
including without limitation any LAFCO deposits, application or processing fees,
and the cost of preparing any legal descriptions, boundary surveys or maps. The
Proposal shall consist of the following:
i. The annexation of certain territory within Service Area 7
that is not within the current boundaries of EOCWD; and
ii. A proposal by EOCWD to provide a new or different
service—"local" sewer service —within the entirety of Service Area 7.
b. Public Outreach. EOCWD desires to proactively inform the
ratepayers within Service Area 7, and the general public, of the Proposal and the
process for implementing it, including opportunities for public involvement. In
furtherance of that desire, OCSD agrees to provide EOCWD with a mailing list of
the property owners in Service Area 7 (consistent with the format used for
Proposition 218 notifications) in an Excel spreadsheet or an Access compatible
(SQL) database format within 30 days of EOCWD's submittal of an application to
LAFCO. In the written materials, EOCWD shall accurately and fairiy describe the
Page 2 of 10
9856621
proposal and may indicate that the Proposal is jointly proposed and supported by
EOCWD and OCSD. EOCWD shall provide OCSD an opportunity to review and
approve the written material lt intends to mail to the property owners in Service
Area 7 prior to such mailing. OCSD shall approve, or request changes to, the
written materials within ten days of receipt. If OCSD fails to approve or request
revisions within 10 days, it shall be deemed to have approved the materials.
OCSD shall approve, or request changes to, revised written materials that
incorporate or respond to OCSD's requests for changes within 5 days of receipt,
or the materials shall be deemed approved. All costs of producing such material
and mailing it will be paid by EOCWD.
C. Letter of Support. OCSD shall cooperate with EOCWD and
use its best efforts to support the Proposal in accordance with the terms of this
Agreement. OCSD shall, within 45 days of EOCWD's filing of the Proposal with
LAFCO, file with LAFCO a formal Letter of Support in favor of the Proposal
executed by the General Manager ("Letter of Support'). The Letter of Support
shall propose that LAFCO's approval of the Proposal shall be subject to the
terms and conditions of this Agreement. OCSD shall execute such documents
and take such other actions to support and facilitate the processing of the
Proposal as may be reasonably requested by EOCWD, provided such actions
shall not result in any cost or expense to OCSD (other than overhead and
employee staff time).
d. Continuing Support for Proposal. The Parties agree to
support and not oppose the Proposal before and after it is initiated. Specifically,
OCSD and EOCWD will cooperate and consult with one another in responding to
questions and inquiries from LAFCO, the public and the press, appear in support
of the Proposal at LAFCO hearings, and cooperate on a joint response in the
event that LAFCO or LAFCO staff propose to alter the Proposal. Furthermore,
OCSD agrees that, prior to December 1, 2014, or such earlier time as the
LAFCO proceedings have been completed or disapproved, it will not engage in
negotiations with other entities regarding the transfer of the Local Sewer
Facilities. Both Parties shall support the conditioning of LAFCO's approval of the
Proposal on the performance of the terms and conditions of this Agreement. If
LAFCO or LAFCO staff propose an alteration to the Proposal that materially
diverges from the terms and conditions of this Agreement, either Party may, after
consultation with the other Party, oppose the alteration, and if necessary,
withdraw its support, and actively oppose LAFCO's approval of the Proposal.
e. Tax Exchange Negotiations and Consultations. The Parties
shall cooperate in seeking to have the Board of Supervisors adopt a property tax
exchange resolution pursuant to Revenue and Taxation Code section 99
exchanging property tax from OCSD to EOCWD. The Parties agree that in the
tax exchange negotiation and consultation process they will jointly support and
advocate for having all of the property tax associated with the Local Sewer
Facilities be exchanged from OCSD to EOCWD. In Fiscal Year 2012-2013, the
Page 3 of 10
99562.1
estimated property tax collected for the local sewers was $287,000.00 (two
hundred eighty seven thousand dollars).
f. Local Sewer Service User Fee.
i. OCSD's Annual Local Sewer Service User Fee ('the Fee")
shall be continued and following the effective date, to the extent feasible, shall be
collected by EOCWD rather than by OCSD. OCSD collects the Fee by reporting
it to the County of Orange, which collects it on the property tax roll, and EOCWD
intends to do the same. Should it not be feasible, due to statutory or County
requirements, for responsibility for collection of the Fee for the 2014-2015 Fiscal
Year to be transferred to EOCWD, OCSD shall account for and transmit, within 5
business days of receipt, any such revenues it receives from the County that are
attributable to the Fee imposed in Service Area 7. OCSD shall rescind the Fee,
as it pertains to the Local Sewer Facilities, by no later than July 1, 2015, or at
such earlier time as EOCWD may enact its own local sewer service user fees.
ii. EOCWD shall indemnify, defend and hold harmless, OCSD,
its officers, directors, employees and agents from and against any and all claims,
actions, damages, liabilities, and expenses (including attorney's fees and
reasonable expenses for litigation or settlement) in connection with or arising out
of OCSD's assessment, distribution, and collection of the Fee, including without
limitation any such claims asserting that the collection by OCSD and transfer of
the Fee to EOCWD violates Proposition 218.
4. Transfer of Local Sewer Facilities.
a. Upon the effective date of LAFCO's approval of the Proposal
and the requested reorganization ("Date of Reorganization"), EOCWD shall
accept ownership of the Local Sewer Facilities and all maintenance
responsibilities, as well as the responsibility for all sewer spill notification,
reporting, and related regulatory activities. Furthermore, EOCWD shall negotiate,
execute and maintain its own contracts with third-party contractors for line-
cleaning, CCTV, rehabilitation, repairs and replacement, engineering consultants,
and similar services, and directly pay all costs for such contracts.
b. Prior to the Date of Reorganization, EOCWD shall fully
execute and deliver to OCSD the Quitclaim Deed, attached hereto as Exhibit"B",
transferring ownership of the Local Sewer Facilities from OCSD to EOCWD.
C. Within five (5) business days following the Date of
Reorganization, OCSD shall submit the Quitclaim Deed for recordation in the
Official Records, Orange County California. Upon recordation, OCSD shall
transmit a conformed copy of the Quitclaim Deed to EOCWD.
d. Within five (5) business days following the Date of
Reorganization, OCSD shall transfer to EOCWD $15,000,000.00 (fifteen million
Page 4 of 10
985662.1
dollars) via wire transfer of the Annual Sewer Service User Fee reserves
attributable to the Local Sewer Facilities ("First Disbursement').
e. On July 1, 2018, OCSD shall transfer to EOCWD
$10,000,000.00 (ten million dollars) via wire transfer of the Annual Sewer Service
User Fee reserves attributable to the Local Sewer Facilities ("Second
Disbursement').
f. If, after the Date of Reorganization and prior to July 1, 2018,
EOCWD identifies the need for a major repair or replacement of the Local Sewer
Facilities, OCSD shall release to EOCWD a mutually agreed upon portion of the
Second Disbursement, as necessary to complete the required work in a timely
manner. Any such release will result in a proportionate reduction of reserves
transferred with the Second Disbursement
g. If, prior to the Date of Reorganization, OCSD identifies the
need for a major repair or replacement of the Local Sewer Facilities, and after
notifying EOCWD of the identified need, OCSD conducts such major repair or
replacement, the amount of reserves transferred with the First Disbursement,
and if necessary, the Second Disbursement shall be reduced by the amount of
costs incurred by OCSD in connection with the required work.
h. After closing its books for the 2017-2018 Fiscal Year, and by
no later than November 1, 2018, OCSD shall transfer to EOCWD the remainder
of the Annual Sewer Service User Fee reserves, if any, attributable to the Local
Sewer Facilities.
1. OCSD shall pay to EOCWD annual interest at the OCSD
average rate of return on the amount of Annual Sewer Service User Fee
reserves attributable to the Local Sewer Facilities retained by OCSD between the
date of the First Disbursement and the Second Disbursement. OCSD shall make
the annual interest payments after it has closed its books for each respective
fiscal year, but by no later than November 1.
j. Upon the Date of Reorganization, OCSD shall transfer
ownership of the following vehicles to EOCWD: (a) a 2000 Sterling Vactor
(OCSD vehicle 470, California license number 1067492, vehicle identification
number (VIN) 2FZ6BJBB81AH61833), and (b) a 1995 FE42 Volvo Hydroflusher
truck (OCSD vehicle 396, Califomia license number 356619, vehicle identification
number (VIN) 4V52AFHDOSR474402). These vehicles shall be provided to
EOCWD "as is" and with no warranties or representations whatsoever as to the
condition of the vehicle, or the suitability of the vehicle for any purpose. EOCWD
hereby acknowledges that it has/will be granted the opportunity to inspect the
vehicles and their maintenance records and has/will do so prior to the Date of
Reorganization.
Page 5 of 10
985662.1
k. On or prior to the Date of Reorganization, OCSD shall allow
EOCWD to review, reference and utilize OCSD established specifications for
line-cleaning, CCTV, rehabilitation, repairs and replacement, and similar
services, as mutually agreed by the Parties.
5. Environmental Review. EOCWD shall act as lead agency for
purposes of the Proposal, and shall be solely responsible for the preparation of
all environmental documentation required pursuant to the California
Environmental Quality Act ("CEQA").
6. Tenn. This Agreement shall commence on the Effective Date and
continue in full force and effect through December 1, 2014. The Parties may
mutually agree in writing to extend the tens of this Agreement. The Agreement
shall automatically terminate if LAFCO disapproves the Proposal.
7. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be personally delivered, sent by registered
or certified mail, postage prepaid, return receipt requested, or delivered or sent
by electronic transmission, and shall be deemed received upon the earlier of: (i)
the date of delivery to the address of the person to receive such notice if
delivered personally or by messenger or overnight courier; (ii) three (3) business
days after the date of posting by the United States Post Office if by mail; or (iii)
when sent if given by electronic transmission. Any notice, request, demand,
direction, or other communication sent by electronic transmission must be
confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or
other communications shall be addressed as follows:
To OCSD: Orange County Sanitation District
10844 Ellis Avenue
Post Office Box 8127
Fountain Valley, CA 92708-7018
Attn: General Manager
To EOCWD: East Orange County Water District
185 North McPherson Road
Orange, CA 92869-3720
Attn: General Manager
Either Party may from time to time, by written notice to the other, designate a
different address and/or person which shall be substituted for the one above
specified, and/or specify additional parties to be notified.
8. Jurisdiction. 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.
Page 6 of 10
995662.1
9. Governing Law. This Agreement shall be governed by the laws of
the State of California.
10. Entire Agreement. This Agreement constitutes the entire
understanding and agreement between the Parties and supersedes all previous
negotiations between the Parties pertaining to the subject matter thereof.
11. 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.
12. Modification. Alteration, change or modification of this Agreement
shall be in the form of a written amendment, which shall be signed by each Party.
13. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be invalid under the
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of that provision, or the
remaining provisions of this Agreement.
14. No Obligation to Third Parties. Execution and delivery of this
Agreement shall not be deemed to confer any rights upon others, directly,
indirectly or by way of subrogation, and shall not obligate either of the Parties
hereto to any person or entity other than each other and their respective
affiliates.
15. Successors. This Agreement and the provisions contained herein
shall be binding upon and inure to the benefit of OCSD, EOCWD, and their
respective heirs, executors, administrators, personal representatives, successors
and assigns.
16. Indemnification.
a. EOCWD shall indemnify, defend and hold harmless OCSD,
its officers, directors, employees and agents from and against any and all claims,
actions, damages, liabilities and expenses (including attorney's fees and
reasonable expenses for litigation or settlement) for any loss or damage,
including death, bodily injury or damage to or loss of use of property, caused by
negligent acts or omissions or willful misconduct by the EOCWD, its officers,
directors, employees and agents in connection with or arising out of the
performance of this Agreement.
b. OCSD shall indemnify, defend and hold harmless EOCWD,
its officers, directors, employees and agents from and against any and all claims,
actions, damages, liabilities and expenses (including attorney's fees and
Page 7 of 10
995662A
reasonable expenses for litigation or settlement) for any loss or damage,
including death, bodily injury or damage to or loss of use of property, caused by
negligent acts or omissions or willful misconduct by OCSD, its officers, directors,
employees and agents in connection with or arising out of the performance of this
Agreement.
C. The Parties acknowledge that LAFCO policy requires
applicants to defend, indemnify, hold harmless, and release LAFCO, its agents,
officers, attorneys, and employees from any claim, action, or proceeding brought
against any of them, the purpose of which is to attack, set aside, void, or annul
the approval of the application or the environmental document that accompanies
it. The parties further acknowledge that this indemnification obligation will
include, but not be limited to, damages, costs, expenses, attorney fees, or expert
witness fees that may be asserted by any person or entity, including the
applicant, arising out of or in connection with the approval of the application. As
the applicant, EOCWD will be required to execute such an indemnification
agreement with LAFCO, and, as a result, EOCWD may incur substantial costs
paying for LAFCO's defense and indemnifying any liability. Notwithstanding
anything to the contrary in the foregoing, If LAFCO does not approve the
EOCWD Proposal, OCSD agrees to pay one-half of EOCWD's actual costs,
associated with indemnifying LAFCO pursuant to the indemnification agreement
it will be obligated to sign, as those costs are incurred; however, OCSD's
payment hereunder shall not exceed $100,000.00 (one hundred thousand
dollars) in total. Furthermore, if LAFCO approves the EOCWD Proposal, OCSD
shall have no obligation to pay any of EOCWD's actual costs associated with
indemnifying LAFCO. EOCWD shall promptly advise OCSD if the
indemnification agreement it is obligated to sign as the applicant is materially
different than described in this paragraph, and it shall notify OCSD if LAFCO
notes EOCWD of a legal challenge covered by the indemnification agreement.
17. OCSD Board of Directors. The Parties acknowledge that nothing
contained herein shall entitle EOCWD to a seat on the OCSD Board of Directors,
and that any such change would require an amendment to Health and Safety
Code section 4730.65, which governs the composition of the OCSD Board of
Directors.
18, No Warranty of Title or Condition. OCSD makes not warranty or
representation of any kind regarding its title to the Local Sewer Facilities, the
condition of the Local Sewer Facilities, or the suitability of the Local Sewer
Facilities for any purpose. EOCWD has been granted an opportunity to fully
inspect the Loral Sewer Facilities and has done so as of the Effective Date.
EOCWD accepts the Local Sewer Facilities "as is".
19. Authorization. Each of the undersigned represents and warrants
that he or she is duly authorized to execute and deliver this Agreement and that
such execution is binding upon the entity for which he or she is executing this
document.
Page 8 of 10
985662.1
(SIGNATURES ON FOLLOWING PAGE(
Page 9 of 10
985662.1
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement on the dates set forth below.
ORANGE COUNTY SANITATION
DISTRICT
i
By Date 2
Troy Edgar,
Chairman of the oard
ATTEST: �p
M ria Ayala
C rk of the Board
APPROVgp AS TO FORM:
Brad ogin
General Counsel
EAST ORANGE COUNTY WATER DISTRICT
By\_ C v �� Date
William VanderWerff \
President of the Board of rectors
ATTEST:
APPROVED AS TO FORM:
.JsarrAfnesafr—,
C6_'_-�.
Spece�..� �o�ths�
Page 10 of 10
9856621
EXHIBIT "A"
SERVICE AREA 7
985662.1
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#' Sewer Transfers
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41N Key Map
4343 � 43
s
FIRST
MENT TO
LOCAL SEWER FACILITIES
ACILITIES V ORIGIN//'��
TRANSFER AGREEMENT "�
THIS FIRST AMENDMENT TO LOCAL SEWER FACILITIES TRANSFER
AGREEMENT ("Agreement") is made this°- day of 2015
("Effective Date") by and between the ORANGE COUNTY SANITATION
DISTRICT ("OCSD"), a duly organized County Sanitation District existing
pursuant to California Health and Safety Code section 47000 et seq., and the
EAST ORANGE COUNTY WATER DISTRICT ("EOCWD"), a duly organized
County Water District existing pursuant to California Water Code section 30000
at seq. OCSD and EOCWD are sometimes hereinafter individually referred to as
"Party" and hereinafter collectively referred to as "Parties".
RECITALS
WHEREAS, OCSD and EOCWD are Parties to that certain "Local Sewer
Facilities Transfer Agreement," dated February 27, 2014 ("the Agreement"), in
which the Parties set forth their intent to cooperate in the transfer of ownership in
and the assumption of responsibility for certain local sewer facilities from OCSD
to EOCWD; and
WHEREAS, the transfer process requires the approval of the Orange
County Local Agency Formation Commission ("LAFCO"), and, although that
process commenced in a timely manner, the LAFCO process has taken longer
than the Parties anticipated; and
WHEREAS, the Parties therefore desire to amend the Agreement to
extend the timelines and termination date to reflect the current status of the
LAFCO process; and
WHEREAS, the Agreement provides for two disbursements of Annual
Sewer Service User Fee reserves from OCSD to EOCWD, totaling $25 million;
and
WHEREAS, the Parties desire to amend the Agreement to provide for a
single disbursement of the $25 million Annual Service User Fee reserves from
OCSD to EOCWD; and
WHEREAS, the Agreement does not address the diversion of wastewater
from Service Area 7; and
WHEREAS, the Parties desire to amend the Agreement to prohibit the
diversion of wastewater by EOCWD from Service Area 7.
Page 1 of 4
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the Parties agree as follows:
1. Extension of Timelines. In order to reflect the changed
circumstances with regard to the timeline for completion of the transfer,
"December 1, 2014" in subsections 2.a. and 3.d. shall be amended to read
"December 31, 2015"; and "July 1, 2015" and "2014-2015 Fiscal Year" in
subsection 31i. shall be amended to read, respectively, "July 1, 2016" and
"2015-2016 Fiscal Year."
2. Amendment to Section 4.
i. Subsection 4.d. shall be amended to read as follows:
d. Within five (5) business days following the Date of
Reorganization, OCSD shall transfer to EOCWD $25,000,000.00
(twenty-five million dollars) via wire transfer of the Annual Sewer
Service User Fee reserves attributable to the Local Sewer Facilities
("Disbursement").
ii. Subsections 4.e., 41, 4.g., 4.h. and 4.i. shall be deleted in
entirety.
III. New subsection 4.e. shall be added to read as follows:
e. If, prior to the Date of Reorganization, OCSD
identifies the need for a major repair or replacement of the Local
Sewer Facilities, and after notifying EOCWD of the identified need,
OCSD conducts such major repair or replacement, the amount of
reserves transferred with the Disbursement shall be reduced by the
amount of costs incurred by OCSD in connection with the required
work.
iv. New subsection 4.f. shall be added to read as follows:
f. Within six (6) months following the date of
Disbursement, OCSD shall reconcile its records and transfer to
EOCWD the remainder of the Annual Sewer Service User Fee
reserves in its possession, If any, attributable to the Loral Sewer
Facilities.
V. Subsections 4.j. and 4.k. shall be renumbered as 4.g. and 4.h.
respectively.
Page 2 of 4
3. Amendment to Section 6. Section 6 shall be amended to read as
follows:
6. Term. This Agreement shall commence on the
Effective Date and continue in full force and effect through
December 31, 2015. The Parties may mutually agree in writing to
extend the term of this Agreement. The Agreement shall
automatically terminate if LAFCO disapproves the Proposal.
4. New Section 20. New Section 20 shall be added to read as follows:
20. Prohibition on Diversion of Wastewater. OCSD has
planned and constructed regional conveyance and treatment
facilities to serve Service Area 7. OCSD is contractually obligated
to provide treated wastewater effluent from its entire service area,
inclusive of Service Area 7, to Orange County Water District.
EOCWD agrees that all parcels in Service Area 7 shall continue to
be customers of OCSD, and that all wastewater flows from these
parcels will continue to flow to OCSD for treatment. EOCWD shall
not divert wastewater away from OCSD for any purpose, including
but not limited to scalping wastewater for reuse.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement on the dates set forth below.
ORANGE COUNTY SANITATION
DISTRICT
By V Date
James D. Herberg
General Manager
ATT ST:
Kel A. Lore
Cle of the Board
APPROVED AS TO FORM:
Brad Hogin
General Counsel
Page 3 of 4
EAST ORANGE CO N TY WATER DISTRICT d
By. Date
Li Ohlund
eneral Manager
ATTEST:
APPROVED AS TO FORM:
ohn Bakker
Special Counsel
Page 4 of 4
I
ATTACHMENT
IRVINERPCD WATER DISTRICT 1560SWdCm�A.w-PnaWSM-Wm,.r�
November 10,2015
The Honorable Todd Spitzer Mr. Derek McGregor
Chairman,Orange County Board of Supervisors Chairman,OC LAFCO
333 W. Santa Ana Blvd, 2677 North Main Street, Suite 1050
Santa Ana,California 92701 Orange,California 92705
Subject: Irvine Ranch Water District's Application for Annexation of Sewer Service Area 7
Dear Chairman Spitzer and Chairman McGregor:
Irvine Ranch Water District(IRWD),throughout the process conducted by the Orange County
Local Agency Formation Commission(OC LAFCO) in developing and finalizing the Focused
Municipal Services Review for Service Area 7, has repeatedly articulated, verbally and in
writing, its commitment to ensuring that the sewage from Service Area 7 will continue to flow m
it currently does. The IRWD Board has taken an additional step to allay any lingering concerns
regarding the flow of sewage from Service Area 7,and we hope that this additional step will
close this matter satisfactorily.
In its October 28,2015 report OC LAFCO staff provided its proposed recommendations
regarding Orange County Sanitation District's(OCSD)Sewer Service Area 7. Language on
page 16 of the staff report specifically addressed the firture treatment of the sewage from Service
Area 7, including the sewage that currently flows to OCSD for treatment and subsequent use for
groundwater replenishment. The staff report noted that the Fast Orange County Water District
(EOC W D)and OCSD added a condition in their sewer transfer agreement(Amendment No 1)to
continue the existing arrangement for treated sewage to be used for groundwater replenishment.
To ensure no impact to that groundwater replenishment program administered by the Orange
County Water District(OC W D), the staff report recommended that the terms and conditions of
approval by OC LAFCO would include a requirement for the continuation of the existing sewage
treatment arrangement for groundwater replenishment.
The IRWD Board of Directors considered this issue at its November 9,2015 meeting and
authorized me to inform OC LAFCO and the Orange County Board of Supervisors that IRWD is
committed to including a condition in any necessary agreements between IRWD, OCSD and the
OC W D that would ensure the continuation of that existing sewage treatment arrangement. This
offer is made in addition to the condition expressly made by the IRWD Board when it directed
IRWD staff to submit the District's annexation application for entering into a transfer agreement
between IRWD and OCSD and a regional sewage treatment agreement between IRWD,OCSD
and OC W D. By unanimous agreement of the IRWD Board, the District agrees to include the
following language including in its agreements with OC LAFCO, OCSD,and any other required
agencies:
The Honorable Todd Spitzer, Chairman, Orange County Board of Supervisors
Mr. Derek McGregor, Chairman, OC LAFCO
November 10,2015
Page 2
OCSD has planned and constructed regional conveyance and treatment facilities
to serve Service Area 7. OCSD is contractually obligated to provide pealed
wastewater effluent from its entire service area,inclusive of Service Area 7,to
Orange County Water District. IR WD and OCSD agree that all parcels in Service
Area 7 shall continue to be customers of OCSD,and that the wastewater flows
from these parcels will continue to flow for treatment as they currently flow.
IRWD shall not divert the wastewater currently flowing to OCSD from Service
Area 7 away from OCSD for any purpose, including but not limited to scalping
wastewater for reuse.
Please note that this language was purposely constructed based on the language in the agreement
between EOCWD and OCSD. This was done to facilitate the future potential approval of this
term by the OCSD Board, who has already approved similar language in its agreement with
EOCWD.
IR WD truly hopes that this additional action will help clarify,once and for all,a matter that
appears to have remained open to question for too long. Please feel free to call me if you or your
respective staff members have any questions concerning this proposed condition or the issue of
continuing the existing sewage treatment arrangement.
Sincerely,
Steven LaMar
President
Irvine Ranch Water District
cc: LAPCO Commission
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARB California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA U.S. Environmental Protection Agency
FOG Fats, Oils, and Grease
FSSD Facilities Support Services Department
gpd Gallons per day
GWR System Groundwater Replenishment System (also called GWRS)
ICS Incident Command System
IERP Integrated Emergency Control Plan
LOS Level of Service
MGD Million gallons per day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O&M Operations and Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
GOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
POTW Publicly Owned Treatment Works
ppm Parts per million
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
SARFPA Santa Ana River Flood Protection Agency
Glossary of Terms and Abbreviations
SARI Santa Ana River Inceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAWPA Santa Ana Watershed Project Authority
SCADA Supervisory Control and Data Acquisition system
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SSMP Sanitary Sewer Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
WERF Water Environment Research Foundation
Activated-sludge process — A secondary biological wastewater treatment process where bacteria
reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved
nutrients in the wastewater.
Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or
near the seabed, also know as the benthic zone.
Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes
decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in
water.
Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farm land or further processed as an earth-like product for commercial and home gardens to improve
and maintain fertile soil and stimulate plant growth.
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets.
Also includes treatment improvements, additional capacity, and projects for the support facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also
occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common
bacteria in wastewater.
Collections system — In wastewater, it is the system of typically underground pipes that receive and
convey sanitary wastewater or storm water.
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.
Glossary of Terms and Abbreviations
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor
becomes the DrT for that air sample.
Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane,
nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse
effect").
Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively
responds to Southern California's current and future water needs. This joint project between the
Orange County Water District and the Orange County Sanitation District provides 70 million gallons a
day of drinking quality water to replenish the local groundwater supply.
Levels of Service (LOS)—Goals to support environmental and public expectations for performance.
NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been
found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide
with extra ultra-violet treatment.
National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water
Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S.
Environmental Protection Agency (EPA). NBP is committed to developing and advancing
environmentally sound and sustainable biosolids management practices that go beyond regulatory
compliance and promote public participation in order to enhance the credibility of local agency
biosolids programs and improved communications that lead to public acceptance.
Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility.
Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant.
Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million
gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the
ocean for disposal, after treatment.
Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban run-off.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing emissions
from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process,
where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Glossary of Terms and Abbreviations
Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed —A land area from which water drains to a particular water body. OCSD's service area is
in the Santa Ana River Watershed.