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HomeMy WebLinkAbout12-16-2015 Board Meeting Agenda Packet Part 1 Orange County Sanitation District Wednesday, December 16, 2015 Regular Meeting of the q _ 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: (Keith Curry, City of Newport Beach) ROLL CALL: (Clerk of the Board) 1. Receive and file Minute Excerpts of member agencies relating to appointments to the Orange County Sanitation District Board, as follows: City/Agency Active Director Altemate Director Midway City Sanitary District Joy Neugebauer Al Krippner DECLARATION OF QUORUM: (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: . Employee Service Awards REPORTS: The 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. 12/16/15 OCSD Board of Directors Agenda Page 1 of 8 CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 2. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Board of Directors Meeting held on November 18, 2015. 3. REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S, and T, PROJECT NO. FE14-03 (Rob Thompson) RECOMMENDATION: A. Receive and file bid tabulation and recommendation; B. Award a construction contract to Tharsos, Inc. for Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R, S, and T, Project No. FE14-03, for a total amount not to exceed $594,000; and C. Approve a contingency of$118,800 (20%). 4. PAYMENT OF ANNUAL OCEAN DISCHARGE PERMIT FEE (Rob Thompson) RECOMMENDATION: Approve payment in an amount not to exceed $571,286 to the State Water Resources Control Board for annual permit fees for the ocean discharge permit. OPERATIONS COMMITTEE: 5. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the December 2, 2015, Operations Committee Meeting. 6. GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B. PROJECT NO. 7-37 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Construction Services Agreement with Tetra Tech, Inc., for providing construction support services for Gisler-Redhill System Improvements, Reach B, Project No. 7-37, in an amount not to exceed $270,000; and 1211&15 OCSD Board of Directors Agenda Page 2 of 8 B. Approve a contingency of$27,000 (10%). 7. 15t" STREET, ROCKY POINT PUMP STATION (RPPS) AND BITTER POINT PUMP STATION (BPPS) FALL PROTECTION IMPROVEMENTS, PROJECT NO. FE12-05 (Rob Thompson) RECOMMENDATION: Approve a construction contingency increase of $24,638 (15%)to the construction contract with Jamison Engineering Contractors, Inc., for 15t^ St., RPPS and BPPS Fall Protection Improvements, Project No. FE12-05, for a total contingency of$41,063 (25%). 8. JANITORIAL & FLOOR MAINTENANCE SERVICES CONTRACT (Ed Torres) RECOMMENDATION: A. Approve a Service Agreement with Gamboa Services, Inc., DBA Corporate Image Maintenance, the lowest responsive and responsible bidder, for Janitorial & Floor Maintenance Service at Plants 1 & 2, Specification No. S- 2015-73013D, for the period February 1, 2016 through January, 2017 for an amount not to exceed$345,700 with four(4), one-year renewal options; and B. Approve an annual contingency of$34,570.00 (10%) aggregately per year. 9. DIGESTER CLEANING AND DISPOSAL CONTRACT (Ed Torres) RECOMMENDATION: A. Approve a Service Agreement with Synagro-WWT, the lowest responsive and responsible bidder, for Digester Cleaning and Disposal, Specification No. S-2015-71913D, for the period February 1, 2016 through January 31, 2017 for an amount not to exceed $1,160,000, with four one-year renewal options; and B. Approve an annual contingency of$116,000 (10%) aggregately per year. 10. 2015 AUDIT REPORT OF OCSD'S SANITARY SEWER SYSTEM MANAGEMENT PLAN (Nick Arhontes) RECOMMENDATION: Receive and file the 2015 Waste Discharge Requirements (WDR)for Sanitary Sewer System Management Plan Audit Report dated July 31, 2015. 121&16 OCSD Board of Directors Agenda Page 3 of 8 11. REPAIR TO MANHOLE STRUCTURES OF WARNER AVENUE RELIEF SEWER, SPECIFICATION FR12-003 - CHANGE ORDER RATIFICATION (Nick Arhontes) RECOMMENDATION: Ratify Change Order No. 3 to the Repair to Manhole Structures of Warner Avenue Relief Sewer, Specification No. FR12-003, with Mode Engineering, authorizing an additional $54,884 increasing the total contract amount to $846,357. 12. BIOSOLIDS MASTER PLAN, PROJECT PS15-01 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Services Agreement with Black&Veatch to provide professional services for Biosolids Master Plan, Project No. PS15-01, for an amount not to exceed $2,965,556; and, B. Approve a contingency of$296,556 (10%). 13. DOVER DRIVE TRUNK SEWER RELIEF, PROJECT NO. 5-63 (Rob Thompson) RECOMMENDATION: Approve a contingency increase of $596,000 (9.63%) to the construction contract with Mike Bubalo Construction Co., Inc. for the Dover Drive Trunk Sewer Relief, Project No. 5- 63, for a total contingency of $2,452,700 (39.63%). ADMINISTRATION COMMITTEE: 14. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve minutes of the November 12, 2015 meeting of the Administration Committee Meeting. 15. INVEST AND/OR REINVEST DISTRICT'S FUNDS (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 15-25, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest District's Funds; Adopting District's Investment Policy Statement and Performance Benchmarks for calendar year 2016; and Repealing Resolution No. OCSD 14-20:' 121&15 OCSD Board of Directors Agenda Page 4 of 8 16. CONFLICT OF INTEREST CODE (Clerk of the Board) RECOMMENDATION: Adopt Resolution No. OCSD 15-26 entitled, "A Resolution of the Board of Directors of Orange County Sanitation District adopting a Conflict of Interest Code which supersedes all prior Conflict of Interest Codes and amendments previously adopted." STEERING COMMITTEE: 17. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve minutes of the November 18, 2015 meeting of the Steering Committee. 18. ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE (Bob Ghirelli) RECOMMENDATION: Adopt Resolution No. OCSD 15-27, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Fixing and Establishing Rules of procedure for the Conduct of Business of the District, and Repealing Resolution No. OCSD 15-01." 19. STRATEGIC PLAN UPDATE (Bob Ghirelli) RECOMMENDATION: A. Approve the Strategic Plan Update dated December 2015; and B. Direct staff to implement the goals and levels of service contained in the Plan. 20. AMENDMENT NO. 2 TO LOCAL SEWER FACILITIES TRANSFER AGREEMENT WITH EAST ORANGE COUNTY WATER DISTRICT (Nick Arhontes) RECOMMENDATION: Recommend to the Board of Directors to: Approve Amendment No. 2 to the Local Sewer Facilities Transfer Agreement (Transfer Agreement) with East Orange County Water District (EOCWD) regarding the transfer of local sewers in Service Area. 1211&15 OCSD Board of Directors Agenda Page 5 of 8 LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 21. APPROVAL OF 2016 LEGISLATIVE PLAN (Bob Ghirelli) RECOMMENDATION: Approve the Orange County Sanitation District 2016 Legislative Plan. NON-CONSENT CALENDAR: 22. GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, CONTRACT NO. 7-37 (Rob Thompson) RECOMMENDATION: A. Receive and file Addendum to the 1999 OCSD Strategic Plan Program Environmental Impact Report for additional project analysis for the Gisler-Redhill System Improvements, Reach B, Contract No. 7-37; B. Receive and file bid tabulation and recommendation; C. Award a Construction Contract to Kiewit Infrastructure West Company for Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, for a total amount not to exceed $15,432,000; and D. Approve a contingency of$1,543,200 (10%). AB 1234 REPORTS: INFORMATION ITEMS: None. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potentiallitigation, or personnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property, (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted 12/16/15 OCSD Beard of Directors Agenda Page 6 of 8 closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Convene in closed session. (1) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Number of Cases: 2 Dan Nicolas v. Orange County Sanitation District, Workers' Compensation Appeals Board, Case No. ADJ9095059 Dan Nicolas v. Orange County Sanitation District, Workers' Compensation Appeals Board, Case No. ADJ9761079 Reconvene in regular session. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the Regular Board of Directors Meeting on January 27, 2016, at 6:00 p.m. 12/16/15 OCSD Board of Directors Agenda Page 7 of 8 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at(714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all, or a majority of the Board of Directors, are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klore(a).ocsd.cem For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbera(cDocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rahirelliaocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomoson(&ocsd.com Director of Facilities Support Services Nick Amontes (714)593-7210 namontes(oiocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 INneraocsd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandler(cbocsd.com Director ofOperators 8 Maintenance Ed Torres 714 593-7080 storres ocsd.com 12H6/15 OCSD Board of Directors Agenda Page 8 of 8 ITEM NO. 2 Orange County Sanitation District MINUTES BOARD MEETING November 18, 2015 �OJNjy SANII'gTjQy Q ? ¢ c, o � Fcl�N FIE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 1 111 812 01 5 Minutes of Board Meeting Page 1 of 12 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was held on November 18, 2015, at 6:03 p.m., in the Administration Building. Director Murphy 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 X Steven Choi Lynn Schott X Keith Curry Scott Peotter X Ellery Deaton Sandra Massa-Lavitt X Tyler Diep X Joy Neugebauer X James M. Ferryman Bob Ooten Steven Jones X 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 X Teresa Smith Mark Murphy A Sal Tinajero David Benavides X Chad Wanke Constance Underhill X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Lorenzo Tyner, Director of Finance & Administrative Services; Rob Thompson, Director of Engineering; Celia Chandler, Director of Human Resources; Nick Arhontes, Director of Facility Support Services; Ed Torres, Director of Operations & Maintenance; Kelly Lore, Clerk of the Board; Jennifer Cabral; Anne Marie Feery; Norbert Gaia; Al Garcia; Jeff Mohr; Cori Voss; and Paula Zeller. OTHERS PRESENT: Kendra Carney (Associate General Counsel); Alan Bernstein (Alternate Director Tustin) and Michael Beverage (Alternate Director YLWD); Bill Vanderwerff, EOCWD; Doug Davert, EOCWD; Lisa Ohlund, EOCWD; Brian Lochrie, 11/19/2015 Minutes of Board Meeting Page 2 of 12 EOCWD; Paul Cook, IRWD; Carolyn Emery, OC LAFCO; Donna Sutton, FCA; Barbara Sabatino; Debbie Knox, North Tustin resident; and Donald Bauer, North Tustin resident. PUBLIC COMMENTS: Chair Nielsen asked that public comments related to Item 19 be deferred to that time. SPECIAL PRESENTATIONS: Richard Spencer, Human Resources and Risk Management Manager announced the Safety Contest Winners and presented certificates to the following: Eliza Lambertz — Category 1 Grand Prize Winner; Meghan Paik— Category 2 Grand Prize Winner; Jocelyn Dorman — Category 3 Grand Prize Winner; Samantha Ariston — Category 4 Grand Prize Winner; and Runner Up Winners: Madelynn Terry, Kyle Dorman, Brynn Gonzalez, Adelle Holleman, and Rosalie Mirolla. (Not Present: Amanda Collins, Kyle Ritscher and Shannon Shay.) REPORTS: Chair Nielsen provided an update from the Legislative and Public Affairs (LAPA) Committee including: educational outreach, tours and events. He also stated that Adam Link, Director of Government Affairs with CASA had presented the 2016 Legislative Platform of that agency to the Committee. General Manager Jim Herberg informed the Committee of the planned reorganization of the District, including the departure of Director of Facilities Support Services, Nick Arhontes in March, and acknowledged his 27 years with the District. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve the minutes of the Special Board of Directors Meeting held on October 21, 2015; and B. Approve the minutes of the Regular Board of Directors Meeting held on October 28, 2015. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Deaton; Ferryman; Katapodis; Kiley; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: Curry (1 A) and Kim (1A) ABSENT: F. Smith; T. Smith; and Tinajero 11/19/2015 Minutes of Board Meeting Page 3 of 12 OPERATIONS COMMITTEE: 2. PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR YEAR 2016. (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver, Wanks; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 3. EXTENSION OF LICENSE AGREEMENT FOR OPERATION OF HYDROGEN DISPENSING STATION (Nick Arhontes) MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 4. 2015-2016 WET WEATHER FLOW MONITORING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc 11/19/2015 Minutes of Board Meeting Page 4 of 12 NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero OPERATIONS COMMITTEE: 5. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the November 4, 2015, Operations Committee Meeting. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 6. MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED 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; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 7. ADDITIONAL SERVICES AND INCREASE TO AGREEMENT J-79-1A FOR CENTRAL GENERATION AUTOMATION/CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS) (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: 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. 11/19/2015 Minutes of Board Meeting Page 5 of 12 AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanks; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero ADMINISTRATION COMMITTEE: 8. VAX EMULATOR FOR PROCESS CONTROL SYSTEM, MODERNIZATION & SECURITY IMPROVEMENTS PROJECT (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: 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). AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanks; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 9. MICROSOFT ENTERPRISE LICENSE AGREEMENT (ELA) FOR MICROSOFT ENTERPRISE SOFTWARE LICENSES (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: 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). AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver, Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 11/19/2015 Minutes of Board Meeting Page 6 of 12 10. ENTERPRISE INFORMATION MANAGEMENT (EIM) STAFFING SUPPORT (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract with Project Partners, Inc. for Enterprise Information Management On-Call Staffing, Specification No. S-2015-725BD, 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. C. Approve a contingency of 20% ($24,360). AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 11. REPROGRAPHICS AND RELATED SERVICES (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 12. CONSOLIDATED FINANCIAL REPORT FOR THE FIRST QUARTER ENDED SEPTEMBER 30, 2015 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file Orange County Sanitation District First Quarter Financial Report for the period ended September 30, 2015. 11/19/2015 Minutes of Board Meeting Page 7 of 12 AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 13. ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR) FOR THE YEAR END JUNE 30, 2015. (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanks; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 14. OWNER CONTROLLED INSURANCE PROGRAM EXTENSION (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: 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. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanks; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 11/18/2015 Minutes of Board Meeting Page 8 of 12 STEERING COMMITTEE: 15. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the October 28, 2015 meeting of the Steering Committee. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 16. GENERAL MANAGER COMPENSATION AND BENEFITS (John Nielsen) MOVED, SECONDED, AND DULY CARRIED TO: 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." AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver, Wanks; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 17. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the November 9, 2015 meeting of the Legislative and Public Affairs Committee. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 11/19/2015 Minutes of Board Meeting Page 9 of 12 NON-CONSENT CALENDAR: 18. PLANT 2 TRICKLING FILTER ODOR CONTROL SYSTEM UPGRADE, PROJECT NO. FE13-04 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: 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%). AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer (Alternate); Nielsen; Parker; Seboum; Shawver; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: F. Smith; T. Smith; and Tinajero 19. EXTENSION OF AGREEMENT WITH EAST ORANGE COUNTY WATER DISTRICT (Jim Herberg) RECOMMENDATION:a44I..,.:-. .. At . , the r_,...,..., nn...,..geF to .. ,.,....t, And a Pute xtARA'.. of the 1 0 Sp.. - C.-..:I'1'-- T.....ef... Agreement with C....1 M..,... County Water District regard ng the transfer of local seivers an Sepidce Area 7. Director T. Smith arrived at the meeting at 6:24 p.m. Chair Nielsen called the following speakers in no particular order: Paul Cook, General Manager, Irvine Ranch Water District (IRWD); Don Bauer, North Tustin resident; and Donna Sutton in support of IRWD. Lisa Ohlund, General Manager East Orange County Water District (EOCWD), in support of her agency. Concerns were raised by Director Mills regarding a possible conflict of interest of OCSD Directors who sit on the Boards of the agencies involved. Chair Nielsen introduced the item, providing a historical overview of the process that led to the current agreement and amendment with East Orange County Water District (EOCWD)and explained that due to inevitable delays, EOCWD has asked that the agreement by extended. Chair Nielsen went on to explain that there are now two agencies who have applied and are being evaluated by the Orange County Local Agency Formation Committee (LAFCO)for this transfer. 11/19/2015 Minutes of Board Meeting Page 10 of 12 Mr. Herberg provided a timeline of the agreement process and information regarding the request for extension from East Orange County Water District (EOCWD). He read the substitute motion that was recommended by the Steering Committee. Discussion ensued regarding: continued Flow from Area 7 to OCSD; local control; EOCWD agreement processes and cost issues; reorganization requirements for transfers with boundary changes or activation of latent powers; and commitment of EOCWD to building reserves. Mr. Herberg again clarified the substitute motion. Director Bartlett stated that the Board of Supervisors recently approved the administrative property tax transfer agreement to EOCWD. Discussion and concerns were raised regarding agreement non-exclusivity; agency trust and integrity, possible board representation on IRWD; contractual time limits and extensions; LAFCO's jurisdiction and responsibility; conflict of interest; OCSD Board member responsibilities; and application issues. The Clerk of the Board read motion into the record. The Board of Directors continued with lengthy discussion. Vice-Chair Seboum called for the question. MOVED. SECONDED, AND DULY CARRIED TO: Authorize the General Manager to negotiate with East Orange County Water District(EOCWD) regarding an extension to the existing agreement, to obtain terms to allow Orange County Sanitation District to negotiate with Irvine Ranch Water District(IRWD)or any other applicant regarding the Local sewer facilities transfer agreement, and any other issues pertinent to the agreement, and return to the next Steering Committee meeting with the proposed terms. AYES: Bartlett; Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; Nagel; Neugebauer (Alternate); Nielsen; Parker; Sebourn; Shawver; T. Smith; Wanks; Withers and Yarc NOES: None ABSTENTIONS: R. Murphy ABSENT: F. Smith; and Tinajero Director Choi departed the meeting at 7:43 p.m. AB 1234 REPORTS: Director Ferryman provided a report on the following meetings he attended: 11/19/2015 Minutes of Board Meeting Page 11 of 12 OCCOG: where Mamie O'Brien Primmer has been appointed Interim Executive Director while the agency is holding a recruitment. The next meeting will be held on January 28, 2016. Borders Committee: Next meeting will be held tomorrow and will be reported on next month. INFORMATION ITEMS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: At 7:49 p.m. Chair Nielsen adjourned the meeting until the Regular Board Meeting on December 16, 2015 at 6:00 p.m. Kelly A. Lore Clerk of the Board 11/19/2015 Minutes of Board Meeting Page 12 of 12 BOARD OF DIRECTORS Neetlng Date I TO it/.r. — 12/16/16 AGENDA REPORT em Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S, and T, PROJECT NO. FE14-03 GENERAL MANAGER'S RECOMMENDATION A. Receive and file bid tabulation and recommendation; B. Award a construction contract to Tharsos, Inc. for Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R, S, and T, Project No. FE14-03, for a total amount not to exceed $594,000; and C. Approve a contingency of$118,800 (20%). SUMMARY This project will replace existing mixing pumps and motors on Plant 2 Digesters E, H, R, S, and T, including new concrete pump pads and ductile iron pipe and fittings, rerunning wire and conduit, modification to drain lines, abandonment of existing seal water lines, and modifications and/or additions to existing pipe supports and braces. The project is essential to maintain reliable operations of the digesters. Staff recommends a 20% construction contingency based on experience with the rehabilitation work on other digesters. The project takes place in multiple digester pump stations, and requires complex connections to existing piping and electrical equipment. The Orange County Sanitation District (Sanitation District) advertised for bids on September 8, 2015. Eight sealed bids were received on October 20, 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, Tharsos Inc., for Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R, S, and T, Project No. FE14-03. Page 1 of 2 Summary information on the bid opening for Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R, S, and T, Project No. FE14-03, is as follows: Project Budget $1,170,542 Construction Contract Budget $ 600,000 Engineer's Estimate $ 577,500 Bidder Amount of Bid Tharsos, Inc. $594,000 ODC Engineering &Technology $649,000 Irwin Industries $653,000 J.R. Filanc Construction $661,432 United Engineering & Construction, Inc. $672,000 Minako America Corp. (dba Minco Construction) $707,700 Cora Constructors, Inc. $749,300 USS Cal Builders, Inc. $770,498 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 June 3, 2015. 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 Section 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 webske (www.ocsd.corn 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....................................................................................22 SECTION -20 ASSIGNMENT.................................................................................23 SECTION -21 RESOLUTION OF DISPUTES ........................................................23 SECTION -22 SAFETY& HEALTH........................................................................23 SECTION -23 NOTICES.........................................................................................23 C-CA-121914 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T THIS AGREEMENT is made and entered into, to be effective, this December 16, 2015, by and between Tharsos Inc., hereinafter referred to as"CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION— 1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T 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) ii. Plans H. 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 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T 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 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T 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. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T 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. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within 533 calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes 5 calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 5 of 25 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 any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 6 of 25 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 Five Hundred Ninety-Four Thousand Dollars ($594,000) as itemized on the Attached Exhibit"A". Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 7 of 25 not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices'), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 8 of 25 B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount"for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION-12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 9 of 25 SECTION - 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00)and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 10 of 25 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. Aoorentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight(8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sea.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 11 of 25 required or permitted to labor more than eight(8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. 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 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 12 of 25 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 fad 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 C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 13 of 25 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 oossessina the reauired insurance coveraae. 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: Two Million Five Hundred Thousand Dollars ($2,500,000) per occurrence and a general aggregate limit of Two Million Five Hundred Thousand Dollars ($2,500,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 14 of 25 a. Premises-Operations. b. Products and Completed Operations, with limits of at least Two Million Five Hundred Thousand Dollars ($2,500,000) per occurrence and a general aggregate limit of Two Million Five Hundred Thousand Dollars ($2,500,000) 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 C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 15 of 25 exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Two Million Five Hundred Thousand Dollars ($2,500,000) and a general aggregate limit of Two Million Five Hundred Thousand Dollars ($2,500,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Two Million Five Hundred Thousand Dollars ($2,500,000) 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. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 16 of 25 liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. 5. 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- C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 17 of 25 insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10)days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 18 of 25 changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of workers compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20)days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 19 of 25 E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured"on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 20 of 25 a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION-17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 21 of 25 made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION—19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion" that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may 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. C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 22 of 25 SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. 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 "Safely" 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 C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 23 of 25 Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Tharsos Inc. 7839 University Ave., #210 La Mesa, CA 91942 Copy to: Michael Lopez President Tharsos Inc. 7839 University Ave., #210 La Mesa, CA 91942 C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R, S AND T CONFORMED Page 24 of 25 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Tharsos Inc. 7839 University Ave., #210 La Mesa, CA 91942 By Printed Name Its CONTRACTOR's State License No. 980621 (Expiration Date 01/31/2017) OCSD: Orange County Sanitation District By Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Division Manager C-CA-121914 PROJECT NO. FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 25 of 25 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION ..............................................................................1 EXA-2 PROGRESS PAYMENTS....................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS .........................................................1 EXA-4 STOP PAYMENT NOTICE ..................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS..................................................................3 EXA-6 PAYMENT OF TAXES.........................................................................................3 EXA-7 FINAL PAYMENT ................................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT.....5 ATTACHMENT 1 CERTIFICATION FOR REQUEST FOR PAYMENT........................7 ATTACHMENT 2 SCHEDULE OF PRICES ...........................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment"; 4. General Conditions—"Payment— Mobilization Payment Requirements;' 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E,H,R,S AND T CONFORMED Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a slop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7)days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code§7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E,H,R,S AND T CONFORMED Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or fled in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR'S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 4 of 8 acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been fled with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%)of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30)days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E,H,R,S AND T CONFORMED Page 5 of 8 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 6 of 8 ATTACHMENTI CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Ads to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Ads to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Ad and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E,H,R,S AND T CONFORMED Page 7 of 8 ATTACHMENT SCHEDULE OF PRICES See next page for Bid Submittal Forms (Tharsos Inc.) BF-14 Schedule of Prices, Page 1 -2 C-EXA-080414 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H, R,S AND T CONFORMED Page 8 of 8 Bid Submitted By: / 4 of (Name of Firm) BFA4 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids,and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. CONTRACTOR's compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity;and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid Price shall include all costs to complete the Work, including profit overhead, etc., unless otherwise specified in the Contract Documents. All applicable sales taxes,state and/or federal,and any other special taxes. Patent rights or royalties shall be included in the Prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL AMOUNT OF BID"LISTED IN THIS BID,UNLESS OTHERWISE SPECIFIED BELOW. Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Contract Documents. Mobilization shall be four percent(4%)of the Total Amount of Bid. BF-14 SCHEDULE OF PRICES C-BF-021115 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E, H.R.S AND T Page 1 of 2 Bid Submitted By: (Name or Firm) EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS (Refer to Note t in the Instructions): INw Description Me sunement Exlentletl Priw 1. Mobilization, initial progress payment for all fees, labor, materials and equipment required for mobilization,and surety bonds, and other activities in conformance with the Lump Sum�$ 2 21 9 7 2 Contract Documents,for a fixed amount of four percent (4%)of the Total Amount of Bid: l 2. Furnish all labor, materials and equipment necessary for the completion of the Contend Work, except for the Work Lump Sum $ specified for Bid Item 1, in conformance with the Contract 1 Documents,for a lump Sum price of: TOTAL AMOUNT OF BID (BASIS OF AWARD) $ 59y 000 BF-14 SCHEDULE OF PRICES C-BF-021115 PROJECT NO.FE14-03 REHABILITATION OF DIGESTER MIXING PUMPS AT P2 DIGESTERS E,H,R,S AND T Page 2 of 2 BOARD OF DIRECTORS Meeting care I To it/.ir. — 12/16/16 AGENDA REPORT em Number Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PAYMENT OF ANNUAL OCEAN DISCHARGE PERMIT FEE GENERAL MANAGER'S RECOMMENDATION Approve payment in an amount not to exceed $571,286 to the State Water Resources Control Board for annual permit fees for the ocean discharge permit. SUMMARY In order to maintain legal authority to discharge to the Pacific Ocean via the long and short outfall systems, the Orange County Sanitation District (Sanitation District) must pay an annual permit fee to the State Water Resources Control Board. The California Code of Regulations Title 23, Division 3, Chapter 9 establishes annual fee schedules for National Pollutant Discharge Elimination System (NPDES) permit holders. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Budget Update FY2015-16, Line item: Page 41, Operating Expense, Other). ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A JC:jb:gc Page 1 of 1 ITEM NO. 5 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, December 2, 2015, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, December 2, 2015, at 5:03 p.m. in the Administration Building of the Orange County Sanitation District. Director Kiley 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 Tom Beamish Celia Chandler, Director of Human Resources Ellery Deaton Rob Thompson, Director of Engineering Steve Jones Lorenzo Tyner, Director of Finance & Robert Kiley Administrative Services Richard Murphy Kelly Lore, Clerk of the Board Steve Nagel Cindi Ambrose Chad Wanke Jennifer Cabral Mariellen Yarc Jim Colston John Nielsen, Board Chair Mark Esquer Greg Seboum, Board Vice-Chair Dean Fisher Norbert Gaia COMMITTEE MEMBERS ABSENT: Alfredo Garcia Lisa Bartlett Kathy Millea Fred Smith Jeff Mohr Gary Prater Lisa Rothbart Jim Spears Marcopolo Velasco Sharon Yin Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Michael Beverage, Alternate Director YLWD Sandra Massa-Lavitt, Alternate Director Seal Beach Bob Ooten, Alternate Director, CMSD James Clark, Black & Veatch 12/02/2015 Opeations Committee Minutes Page 1 of 6 PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. REPORT OF GENERAL MANAGER: General Manager, Jim Herberg reminded the Committee of the Operations Committee Meeting on January 6, 2016. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED, and DULY CARRIED TO: Approve Minutes of the November 4, 2015, Operations Committee Meeting. AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn, Shawver, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones, Smith, F. and Wanke 2. GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, PROJECT NO. 7-37 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a Professional Construction Services Agreement with Tetra Tech, Inc., for providing construction support services for Gisler-Redhill System Improvements, Reach B, Project No. 7-37, in an amount not to exceed $270,000; and B. Approve a contingency of$27,000 (10%). AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn, Shawver, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones, Smith, F. and Wanke 12/02/2015 Operations Committee Minutes Page 2 of 6 3. 15th STREET, ROCKY POINT PUMP STATION (RPPS) AND BITTER POINT PUMP STATION (BPPS) FALL PROTECTION IMPROVEMENTS, PROJECT NO. FE12-05 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors: Approve a construction contingency increase of $24,638 (15%) to the construction contract with Jamison Engineering Contractors, Inc., for 151h St., RPPS and BPPS Fall Protection Improvements, Project No. FE12-05, for a total contingency of$41,063 (25%). AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn, Shawver, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones, Smith, F. and Wanke 4. JANITORIAL & FLOOR MAINTENANCE SERVICES CONTRACT (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a Service Agreement with Gamboa Services, Inc., DBA Corporate Image Maintenance, the lowest responsive and responsible bidder, for Janitorial & Floor Maintenance Service at Plants 1 & 2, Specification No. S- 2015-73013D, for the period February 1, 2016 through January, 2017 for an amount not to exceed$345,700 with four(4), one-year renewal options; and B. Approve an annual contingency of$34,570.00 (10%) aggregately per year. AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn, Shawver, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones, Smith, F. and Wanke 5. DIGESTER CLEANING AND DISPOSAL CONTRACT (Ed Torres) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a Service Agreement with Synagro-WWT, the lowest responsive and responsible bidder, for Digester Cleaning and Disposal, Specification No. S-2015-71913D, for the period February 1, 2016 through January 31, 2017 for an amount not to exceed $1,160,000, with four one-year renewal options; and B. Approve an annual contingency of$116,000 (10%) aggregately per year. 12/02/2015 Operations Committee Minutes Page 3 of 6 AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn, Shawver, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones, Smith, F. and Wanks 6. 2015 AUDIT REPORT OF OCSD'S SANITARY SEWER SYSTEM MANAGEMENT PLAN (Nick Arhontes) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: Receive and file the 2015 Waste Discharge Requirements (WDR) for Sanitary Sewer System Management Plan Audit Report dated July 31, 2015. AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn, Shawver, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones, Smith, F. and Wanks 7. REPAIR TO MANHOLE STRUCTURES OF WARNER AVENUE RELIEF SEWER, SPECIFICATION FR12-003 - CHANGE ORDER RATIFICATION (Nick Arhontes) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors: Ratify Change Order No. 3 to the Repair to Manhole Structures of Warner Avenue Relief Sewer, Specification No. FR12-003, with Mode Engineering, authorizing an additional $54,884 increasing the total contract amount to $846,357. AYES: Beamish, Deaton, Kiley, Nagel, Nielsen, Murphy, Sebourn, Shawver, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett, Jones, Smith, F. and Wanke Director Wanke arrived at the meeting at 5:09 p.m. NON-CONSENT CALENDAR: Engineering Manager Kathy Millea provided an informative PowerPoint presentation regarding Item 8 which focused on the background of the Biosolids Master Plan including: solids treatment; water resource recovery; solids resource recovery; operating costs; solids handling facilities at Plant 1 and 2; newer technologies;food waste; scope of project work; and consultant proposals, selection and negotiations. Director Jones arrived at the meeting at 5:25 p.m. 12/02/2015 Operations Committee Minutes Page 4 of 6 8. BIOSOLIDS MASTER PLAN, PROJECT PS15-01 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors: A. Approve a Professional Services Agreement with Black&Veatch to provide professional services for Biosolids Master Plan, Project No. PS15-01, for an amount not to exceed $2,965,556; and, B. Approve a contingency of$296,556 (10%). AYES: Beamish, Deaton, Jones, Kiley, Nagel, Nielsen, Murphy, Seboum, Shawver, Wanke, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett and Smith, F. Engineering Manager Dean Fisher provided an informative PowerPoint presentation regarding the project challenges and reasons for the significant contingency of Item 9 including: soils and groundwater conditions; temporary bypass; additional dewatering wells; recompaction; soils and dewatering efforts; pavement issues and undocumented utilities. He then informed the Committee of the final closeout for this contract and lessons learned. 9. DOVER DRIVE TRUNK SEWER RELIEF, PROJECT NO. 5-63 (Rob Thompson) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: Approve a contingency increase of$596,000 (9.63%)to the construction contract with Mike Bubalo Construction Co., Inc. for the Dover Drive Trunk Sewer Relief, Project No. 5- 63, for a total contingency of$2,452,700 (39.63%). AYES: Beamish, Deaton, Jones, Kiley, Nagel, Nielsen, Murphy, Seboum, Shawver, Wanke, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett and Smith, F. INFORMATION ITEMS: 10. COMMUNITY OUTREACH (Bob Ghirelli) Assistant General Manager Bob Ghirelli introduced Principal Public Affairs Specialist, Jennifer Cabral who provided a PowerPoint presentation including the introduction of the public affairs team and the community relations, public education and outreach accomplishments for this year including: Sewer science — Inside the Outdoors; High 12/02/2015 Operations Committee Minutes Page 5 of 6 School PSA Contest;Tour program and speakers bureau; Community events; and capital project and maintenance outreach. Ms. Cabral then answered questions from the Committee about the joint public information being delivered by Orange County Water District and OCSD regarding the Groundwater Replenishment System; and community event requests. Director Shawver thanked Ms. Cabral and OCSD for their assistance in helping obtain compost for the City of Stanton's community event. DEPARTMENT HEAD REPORTS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: None. ADJOURNMENT At 6:09 p.m., Committee Chair Withers declared the meeting adjourned to the next scheduled meeting of Wednesday, January 6, 2016 at 5:00 p.m. Submitted by, Kelly A. Lore Clerk of the Board 12/02/2015 Operations Committee Minutes Page 6 of 6 OPERATIONS COMMITTEE Meeting pate TOBd.Of DIl. 1V021 12/16/1S AGENDA REPORT Item Number Item Number 2 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, CONTRACT NO. 7-37 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Construction Services Agreement with Tetra Tech, Inc. to provide construction support services for Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, in an amount not to exceed $270,000; and B. Approve a contingency of$27,000 (10%). SUMMARY The Orange County Sanitation District's (Sanitation District) 1999 Strategic Plan identified a portion of the Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, to have inadequate capacity as confirmed by flow monitoring. This project will construct a parallel larger diameter sewer to replace capacity-deficient segments of the Gisler-Redhill Trunk Sewer along Redhill Avenue. It will also rehabilitate/repair segments of both the trunk and interceptor pipelines and manholes between Mitchell Avenue in Tustin and McGaw Avenue in Irvine. Engineering support services are needed during the construction phase to provide continuity through the completion of the project. The proposed services will be provided on an as-needed basis and will include reviewing submittals, answering Contractor's requests for information, reviewing design changes, preparing record drawings, and assisting in closeout of the project. Staff negotiated with Tetra Tech, Inc. for these support services in accordance with the Orange County Sanitation District (Sanitation District) adopted policies and procedures. A review of the proposed price was conducted using estimated quantities of requests for information, submittals, meetings, site visits, change order review, and design revisions, as well as the level of effort to prepare record drawings. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. Staff recommends awarding a Professional Consultant Services Agreement to Tetra Tech, Inc. Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA The Sanitation District, as lead agency, prepared a Program Environmental Impact Report (PEIR) entitled 1999 OCSD Strategic Plan. The Board certified the PEIR on October 27, 1999. The Sanitation District filed a Notice of Determination on October 29, 1999. The Sanitation District has determined that the project is within the scope of the PEIR, and that an Addendum to the PEIR should be prepared. The Addendum will be included in the Agenda Report for the Construction Contract. BUDGET/PURCHASING ORDINANCE COMPLIANCE This recommendation complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2015-16 Update, Page A-7), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: Professional Consultant Services Agreement HK:dm:gc Page 2 of 2 PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 16'h day of December, 2015 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and TETRA TECH, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Gisler-Redhill System Improvements, Reach B, Contract No. 7-37; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 Section 4.03(B)for the continuation of services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on December 16, 2015 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 1 of 18 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of Thirty(30) calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Two Hundred Seventy Thousand Dollars ($270,000). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment "E" - Fee Proposal. PCSA CONTRACT NO.7.37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 2 of 18 B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Suboonsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. PCSA CONTRACT NO.7-37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 3 of 18 F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"—Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem' as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the PCSA CONTRACT NO.7.37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 4 of 18 CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services Cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 5 of 18 Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or it. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT PCSA CONTRACT NO.7.37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 6 of 18 a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. S. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at sec, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a) (3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon PCSA CONTRACT NO.7.37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 7 of 18 payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vlll, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty(20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. !it. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000)aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severabilily of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 8 of 18 General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 9 of 18 CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PCSA CONTRACT NO.7.37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 10 of 18 H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PCSA CONTRACT NO.7.37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 11 of 18 M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Suboonsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultanl on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 12 of 18 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Gary V. Prater, Principal Contracts Administrator Copy: Hardat Khublall, Project Manager PCSA CONTRACT NO.7.37 Remed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 13 of 18 Notices shall be mailed to CONSULTANT at: TETRA TECH, INC. 17885 Von Karman Avenue Suite 500 Irvine, CA 92614-6213 Attention: Tom Epperson, P.E. All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. PCSA CONTRACT NO.7.37 ReAsed 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 14 of 18 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, consultants, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses including without limitation, attorneys'fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and the SANITATION DISTRICT's general and administrative expenses (individually, a "Claim", or collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 15 of 18 Indemnified Parties from any Claim arising from: (A)the sole or active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, consultant, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 16 of 18 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 17 of 18 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: TETRA TECH, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Kelly A. Lore Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment'B"—Labor Hour&Cost Matrix Attachment"C'— Not Used Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— Not Used Attachment"G"— Not Attached GVP:yp PCSA CONTRACT NO.7.37 Revised 052715 GISLER-REDHILL SYSTEM IMPROVEMENTS,REACH B Page 18 of 18 OPERATIONS COMMITTEE Meeting Date TOBd.OrDlr. 12/02/15 12/16/15 AGENDA REPORT emNumber Item Number B Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: 15tb STREET, ROCKY POINT PUMP STATION (RPPS) AND BITTER POINT PUMP STATION (BPPS) FALL PROTECTION IMPROVEMENTS, PROJECT NO. FE12-05 GENERAL MANAGER'S RECOMMENDATION Approve a construction contingency increase of $24,638 (15%) to the construction contract with Jamison Engineering Contractors, Inc., for 15tb St., RPPS and BPPS Fall Protection Improvements, Project No. FE12-05, for a total contingency of $41,063 (25%). SUMMARY Fall protection improvements at 151ti Street Pump Station and Bitter Point Pump Station require additional safety improvements identified after the contract was awarded. Improvements include additional brackets to a ladder, modifications to emergency hatches, modifications to a concrete ramp, and installation of a machine guard on a pump. Staff has determined that the original contingency budget of 10% is inadequate to meet the projected refurbishment needs of the facilities and allow the work to be in a timely manner. PRIOR COMMITTEE/BOARD ACTIONS December 2014—Awarded a construction contract to Jamison Engineering Contractors, Inc., for 15tb St., RPPS and BPPS Fall Protection Improvements, Project No. FE12-05, for an amount not to exceed $164,253, and approved a contingency of$16,425 (10%). ADDITIONAL INFORMATION The Contractor will complete the additional work without compensation for the additional time impact to the project. CEQA A Notice of Exemption was filed and recorded with the County of Orange on February 19, 2014. Page 1 of 2 BUDGET/PURCHASING ORDINANCE COMPLIANCE This request for increase in the project contingency complies with authority levels of the Orange County Sanitation District's Purchasing Ordinance. This item has been budgeted (Budget Update FY2015-16, Page A-11). Date of ADDroval Contract Amount Contingency 12/03/14 $164,253 $16,425 (10%) 12/02/15 $24,638 (15%) $41,063 (25%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A RB:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Me1abng Date TOBG.Of Dir. 2102115 , 6 15 AGENDA REPORT Rem Number Item rvumbe a s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: JANITORIAL & FLOOR MAINTENANCE SERVICES CONTRACT GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Agreement with Gamboa Services, Inc., DBA Corporate Image Maintenance, the lowest responsive and responsible bidder, for Janitorial & Floor Maintenance Service at Plants 1 & 2, Specification No. S-2015-7306D, for the period February 1, 2016 through January, 2017 for an amount not to exceed $345,700 with four (4), one-year renewal options; and B. Approve an annual contingency of$34,570.00 (10%) aggregately per year. SUMMARY The purpose of this service agreement is to provide cleaning and Floor maintenance services, including all necessary labor, supplies, materials and equipment for Plants 1 & 2 buildings and offices. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This Contract was competitively bid with 10 prospective bidders attending the mandatory job walk and ten (10) bids being received by the District. The companies that provided bids are listed below. Staff recommends that Gamboa Services, Inc. be awarded the Janitorial & Floor Maintenance Services Contract as the lowest responsive and responsible bidder. Bidder Total Cost Gamboa Services, Inc. $ 345,700.00 UMS $ 427,600.00 GTC Golden Touch Cleaning Inc. $ 453,765.00 Santa Fe Building Maintenance $ 469,168.92 Golden West Corporation $ 473,339.92 Xanadu Service System $ 476,841.00 ABM Janitorial Services $ 484,906.56 U.S. Metro Group, Inc. $ 513,640.00 GOTM Enterprises $ 585,919.00 Ultimate Maintenance Services, Inc. $1,091,884.00 Page 1 of 2 CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Division 870/880, Object No. 53041, Line item 83). Project contingency funds will be used for this agreement. Date of ADDroval Contract Amount Contingency 12/16/15 $345,700 $34,570 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Service Contract Page 2 of 2 SERVICE AGREEMENT Janitorial & Floor Maintenance Service at Plant 1 &2 Specification No. S-2015-73OBD THIS AGREEMENTis made and entered into as of the date fully executed below,by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD")and Gamboa Services, Inc. DBA Corporate Image Maintenance with a principal place of business at 2116 S. Wright Street, Santa Ana, CA 92705(hereinafter referred to as"SERVICE PROVIDER"). OCSD and SERVICE PROVER are referred to herein collectively as the "Parties" or individually as a "Party." W/ TNESSETH WHEREAS,OCSD desires to retain the services of SERVICE PROVIDER for Janitorial and Floor Maintenance Service at Plant 1 &2 "Services" as described in Exhibit"A"; and WHEREAS, SERVICE PROVIDER submitted its bid, dated October 20, 2015: and WHEREAS, OCSD has chosen SERVICE PROVIDER to conduct Services in accordance with OCSD Board of Directors' Ordinance No. OCSD-47; and WHEREAS, at its regular meeting on December 16, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this AGREEMENT between OCSD and SERVICE PROVIDER; and WHEREAS, SERVICE PROVIDER is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This AGREEMENT and all exhibits hereto (called the "AGREEMENT") is made by OCSD and SERVICE PROVIDER. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this AGREEMENT are incorporated by reference and made a part of this AGREEMENT as though fully set forth at length herein. Exhibits to this AGREEMENT are as follows in order of precedence: Exhibit"A" Scope of Work and its exhibits/attachments, attached Addendum and dated email string Exhibit"B" Bid from SERVICE PROVIDER Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this AGREEMENT and any of the provisions of the exhibits hereto, the provisions of this AGREEMENT shall in all respects govern and control. Orange County Sanitation District 1 of 10 Specification No. S-2015-7308D version date 063015 1.4 The provisions of this AGREEMENT may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this AGREEMENT are inserted for convenience only and shall not affect the meaning or interpretation of this AGREEMENT or any Paragraph or provision hereof. 1.6 The term "days", when used in the AGREEMENT, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM (exception is operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include legally observed holidays. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 The term "hours", when used in this AGREEMENT, shall be as defined in Exhibit"A". 1.10 SERVICE PROVIDER shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by SERVICE PROVIDER as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this AGREEMENT, SERVICE PROVIDER shall perform the Services attached hereto and incorporated herein Exhibit"A". SERVICE PROVIDER shall perform said Services in accordance with generally accepted industry and professional standards. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD or SERVICE PROVIDER at any time. All modifications must be made in writing and signed by both Parties. 4. Compensation Compensation to be paid by OCSD to SERVICE PROVIDER for the Services under this AGREEMENT for a firm fixed priced of three hundred forty-five thousand seven hundred and 00100 Dollars ($345,700.00). 5. California Department of Industrial Relations (DIR)Registration and Record of Wages, if applicable 5.1 To the extent SERVICE PROVIDER's employees and/or its Subcontractors who will perform Work for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONTRACTOR and its Subcontractors 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. Orange County Sanitation District 2 of 10 Specification No. S-2015-7308D version date 063015 5.2 The SERVICE PROVIDER and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 5.3 Pursuant to Labor Code Section 1776, the SERVICE PROVIDER and its Subcontractors 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. 5.4 The SERVICE PROVIDER and its Subcontractors 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. Payments Payments shall be made upon approval by OCSD Project Manager, or his/her designee, of invoices submitted for Services completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 7. Invoices 7.1 OCSO shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 7.2 Invoices shall be emailed by SERVICE PROVIDER to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the following in the subject line: 'INVOICE", the Purchase Order number, the Project Manager, and Specification Number. 6. Audit Rights SERVICE PROVIDER agrees that, during the term of this AGREEMENT and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of SERVICE PROVIDER relating to the invoices submitted by SERVICE PROVIDER pursuant to this AGREEMENT. 9. AGREEMENT Term The Services provided under this AGREEMENT shall commence on February 1, 2016 and end on January 31, 2017. 10. Renewals 10.1 OCSD may exercise the option to renew the Agreement for up to four(4)one-year periods based upon the criteria set forth in the specifications, Exhibit"A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 10.2 Renewals may be made through the OCSD Purchase Order Process. 11. Performance Time is of the essence in the performance of this AGREEMENT and the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this AGREEMENT for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, SERVICE PROVIDER shall immediately discontinue all work under this AGREEMENT (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) Orange County Sanitation District 3 of 10 Specification No. 5-2015-7308D version date 063015 days, pay SERVICE PROVIDER for work performed (cost and fee) to the date of termination. SERVICE PROVIDER expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this AGREEMENT. Such notice of termination shall terminate this AGREEMENT and release OCSD from any further fee, cost or claim hereunder by SERVICE PROVIDER other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this AGREEMENT immediately upon OCSD's determination that SERVICE PROVIDER is not meeting specification requirements, if the level of service is inadequate, or any other default of this AGREEMENT. 12.3 OCSD may also immediately cancel for default of this AGREEMENT in whole or in part by written notice to SERVICE PROVIDER: • if SERVICE PROVIDER becomes insolvent or files a petition under the Bankruptcy Act; or • if SERVICE PROVIDER sells its business; or • if SERVICE PROVIDER breaches any of the terms of this AGREEMENT; or • if total amount of compensation exceeds the amount authorized under this AGREEMENT. 12.4 All OCSD property in the possession or control of SERVICE PROVIDER shall be returned by SERVICE PROVIDER to OCSD upon demand, or at the termination of this AGREEMENT, whichever occurs first. 13. Insurance SERVICE PROVIDER and all subcontractors shall purchase and maintain, throughout the life of this AGREEMENT and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). SERVICE PROVIDER shall not commence work under this AGREEMENT until all required insurance is obtained in a form acceptable to OCSD, nor shall SERVICE PROVIDER allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this AGREEMENT. 14. Indemnification and Hold Harmless Provision 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 AGREEMENT, or by its subcontractor 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 termination of the AGREEMENT. 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 AGREEMENT, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance,furnished or used under the AGREEMENT, and/or (c) on account of any goods and services provided under this AGREEMENT. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of 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 Orange County Sanitation District 4 of 10 Specification No. 5-2015-7308D version date 063015 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. 15. OCSD Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of this AGREEMENT it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the SERVICE PROVIDER is required to follow the most stringent regulatory requirement at no cost to OCSD. SERVICE PROVIDER and all their employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: ocsd.com, "Doc Central" at the bottom of page, under"Safety". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein. 15.1 In addition to the requirements stated above, SERVICE PROVIDER shall adhere to the following OCSD Safety requirements: SOP-102 PPE, SOP-106 Hearing Conservation Program, and SOP-107 Hazard Communication. 16. Warranties In addition to the Warranties stated in Exhibit "A", if any, the following shall apply: 16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this AGREEMENT. 16.2 SERVICE PROVIDER's warranty: If, within the 12-month period following completion of its Services, OCSD informs SERVICE PROVIDER that any part of the Services fails to meet the standards required under this AGREEMENT, SERVICE PROVIDER shall,within the time agreed to by OCSD and SERVICE PROVIDER, take all such actions as are necessary to correct or complete the noted deficiency(ies)at SERVICE PROVIDER's sole expense. 17. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the AGREEMENT. 16. Freiaht (F.O.B. Destination) SERVICE PROVIDER assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this AGREEMENT. 19. Familiarity with Work By executing this AGREEMENT, SERVICE PROVIDER warrants that: 1)it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this AGREEMENT. Should the SERVICE PROVIDER discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at SERVICE PROVIDER's risk, until written instructions are received from OCSD. Orange County Sanitation District 5 of 10 Specification No. 5-2015-7308D version date 063015 20. Regulatory Requirements SERVICE PROVIDER shall perform all work under this AGREEMENT in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 21. Licenses, Permits. Ordinances and Regulations SERVICE PROVIDER represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this AGREEMENT will be paid by SERVICE PROVIDER. 22. Applicable Laws and Regulations SERVICE PROVIDER shall comply with all applicable federal, state, and local laws, rules, and regulations. SERVICE PROVIDER also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of SERVICE PROVIDER's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this AGREEMENT whether or not specifically referenced. 23. SERVICE PROVIDER's Employees Compensation 23.1 Davis-Bacon Act— Not Used 23.2 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 AGREEMENT, and copies of the same are on file in the office of the engineer of OCSD. The SERVICE PROVIDER agrees that not less than said prevailing rates shall be paid to workers employed on this AGREEMENT 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. 23.3 Forfeiture For Violation - SERVICE PROVIDER shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the SERVICE PROVIDER 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 AGREEMENT, all in accordance with Section 1775 of the Labor Code of the State of California. 23.4 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 AGREEMENT and the SERVICE PROVIDER shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00)or more or twenty (20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 23.5 Workday— In the performance of this AGREEMENT, not more than eight (8) hours shall constitute a day's work,and the SERVICE PROVIDER shall not require more than eight(8) hours of labor in a day from any person employed by him hereunder except as provided under General Prevailing Rate above. SERVICE PROVIDER shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.)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 CCONTRACT by SERVICE PROVIDER or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day Orange County Sanitation District 6 of 10 Specification No. S-2015-7308D version date 063015 and forty(40) hours in any one week in violation of said Article. SERVICE PROVIDER shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by SERVICE PROVIDER in connection with the project. 23.6 Record of Wages: Inspection -SERVICE PROVIDER agrees to maintain accurate payroll records showing the name, address, social security number,work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable SERVICE PROVIDER or subcontractor or its agent having authority over such matters. SERVICE PROVIDER further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non- compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 24. South Coast Air Quality Manaaement District's (SCAQMD) Requirements It is SERVICE PROVIDER's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All AGREEMENT work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 25. Governina Law This AGREEMENT shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this AGREEMENT or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this AGREEMENT, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this AGREEMENT or default thereunder. Any breach by SERVICE PROVIDER to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the SERVICE PROVIDER fails to make delivery of the goods or Services or repudiates its obligations under this AGREEMENT, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may(1) cancel the AGREEMENT; (2)recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from SERVICE PROVIDER. In the event OCSD elects to"cover" as described in (3), OCSD shall be entitled to recover from SERVICE PROVIDER as damages the difference between the cost of the substitute goods or Services and the AGREEMENT price, together with any incidental or consequential damages. 26. Dispute Resolution 26.1 In the event of a dispute as to the construction or interpretation of this AGREEMENT, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. Orange County Sanitation District 7 of 10 Specification No. S-2015-7308D version date 063015 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator,or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this AGREEMENT dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this AGREEMENT. 31. Severability If any section, subsection, or provision of this AGREEMENT, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this AGREEMENT or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Damage to OCSD's Property Any of OCSD's property damaged by SERVICE PROVIDER, any subcontractors or by the personnel of either will be subject to repair or replacement by SERVICE PROVIDER at no cost to OCSD. 33. Disclosure SERVICE PROVIDER agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make SERVICE PROVIDER an OCSD employee. During the performance of this AGREEMENT, SERVICE PROVIDER and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. SERVICE PROVIDER and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontracting and Assignment SERVICE PROVIDER shall not delegate any duties nor assign any rights under this AGREEMENT without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this AGREEMENT shall be construed to give any rights or ben efts to anyone other than OCSD and SERVICE PROVIDER. Orange County Sanitation District 8 of 10 Specification No. 5-2015-7308D version date 063015 37. Non-Liability of OCSD Officers and Emnlovees No officer or employee of OCSD shall be personally liable to SERVICE PROVIDER, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to SERVICE PROVIDER or to its successor, or for breach of any obligation for the terms of this Agreement. 38. Read and Understood By signing this AGREEMENT, SERVICE PROVIDER represents that he has read and understood the terms and conditions of the AGREEMENT. 39. Authority to Execute The persons executing this AGREEMENT on behalf of the Parties warrant that they are duly authorized to execute this AGREEMENT and that by executing this AGREEMENT, the Parties are formally bound. 40. Entire AGREEMENT This AGREEMENT constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 41. Notices All notices under this AGREEMENT must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Chewning Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 SERVICE PROVIDER: Gamboa Services, DBA Corporate Image Maintenance 2116 S. Wright Street Santa Ana, CA 92705 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District 9 of 10 Specification No. 5-2015-7308D version date 063015 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this AGREEMENT to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Division Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. 5-2015-7308D version date 063015 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. 12/02/15 12/16/15 AGENDA REPORT Item Item Number 5 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: DIGESTER CLEANING AND DISPOSAL CONTRACT GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Agreement with Synagro-WWT, the lowest responsive and responsible bidder, for Digester Cleaning and Disposal, Specification No. S-2015- 71913D, for the period February 1, 2016 through January 31, 2017 for an amount not to exceed $1,160,000, with four one-year renewal options; and B. Approve an annual contingency of$116,000 (10%) aggregately per year. SUMMARY The Sanitation District performs routine digester cleaning to remove materials that build up over time that limits process capacity as well as to assess the structural and mechanical conditions of the digesters after cleaning. The previous digester cleaning contract expired November 2015. Staff recommends Synagro-WWT, Inc. be awarded the Digester Cleaning and Disposal Contract as the lowest responsive and responsible bidder. Approving the recommendations will allow OCSD to maintain its current goal of completing two digester cleanings per year over the next five years. PRIOR COMMITTEE/BOARD ACTIONS July 2014: Wastewater Solids Management, Inc. the lowest responsive and responsible bidder, for Digester Cleaning and Disposal, Specification No. S-2014-60313D, for the period August 15, 2014 through June 30, 2015 for an amount not to exceed $1,161,230; and a contingency of$116,123 (10%). February 2011: The Board of Directors approved a service agreement with Synagro West, LLC, the lowest responsive and responsible bidder for Digester Cleaning and Disposal, Specification No. S-2010-467, for the period March 1, 2011 through June 20, 2011 for an amount not to exceed $451,653.52 and a contingency of$ 22,583 (5%). The Board also approved four one-year renewal options which began July 1, 2011 through June 30, 2012 for a total amount not to exceed $1,354,960.54 per year including an annual cost escalator of 5% of the renewal base contract. Page 1 of 2 ADDITIONAL INFORMATION This Contract was competitively bid with 14 prospective bidders. Three bid packages were received by the Sanitation District and are listed below. Bidder Total Cost Synagro-WWT, Inc. $1,160,000.00 Denali Water Solutions $1,491,670.50 J.R. Filanc Construction Company $1,655,936.00 The bids received are based upon a unit cost per 10,000 gallons of material removed and disposed of as well as equipment mobilization and demobilization. CEQA N/A BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Division 870, Object No. 54010, Line item 109). Project contingency funds will be used for this agreement. Date of Approval Contract Amount Contingency 12/16/15 $1,160,000 $116,000 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: Digester Cleaning and Disposal Contract Page 2 of 2 SERVICE CONTRACT Digester Cleaning Services Specification No. S-2015-719BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Synagro-WWT, Inc. with a principal place of business at 3845 Bithell Lane,Suisun City, CA 94585(hereinafter referred to as "SERVICE PROVIDER"). OCSD and SERVICE PROVIDER are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH WHEREAS, OCSD desires to retain the services of SERVICE PROVIDER for Digester Cleaning Services"Services" as described in Exhibit"A"; and WHEREAS, SERVICE PROVIDER submitted its proposal, dated October 6, 2015; and WHEREAS, OCSD has chosen SERVICE PROVIDER to conduct Services in accordance with OCSD Board of Directors' Ordinance No. OCSD-47; and WHEREAS, at its regular meeting on December 16, 2015 the Board of Directors of OCSD, by minute order, authorized execution of this CONTRACT between OCSD and SERVICE PROVIDER; and WHEREAS, SERVICE PROVIDER is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This CONTRACT and all exhibits hereto (called the "CONTRACT") is made by OCSD and SERVICE PROVIDER. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this CONTRACT are incorporated by reference and made a part of this CONTRACT as though fully set forth at length herein. Exhibits to this CONTRACT are as follows in order of precedence: Exhibit"A" Scope of Work and all its attachments Exhibit"B" Bid from SERVICE PROVIDER Exhibit"C" Acknowledgement of Insurance Requirements Exhibits "D-1" Not Used Exhibit 1C Labor& Materials Bond Exhibit"L" Performance Bond 1.3 In the event of any conflict or inconsistency between the provisions of this CONTRACT and any of the provisions of the exhibits hereto, the provisions of this CONTRACT shall in all respects govern and control. Orange County Sanitation District 1 of 10 Specification No. S-2015-719BD Vemb date 063015 1.4 The provisions of this CONTRACT maybe amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this CONTRACT are inserted for convenience only and shall not affect the meaning or interpretation of this CONTRACT or any Paragraph or provision hereof. 1.6 The term"days",when used in the CONTRACT,shall mean calendar days, unless otherwise noted as business days. 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM. OCSD review periods shall not include legally observed holidays. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 The term "hours", when used in this CONTRACT, shall be as defined in Exhibit"A". 1.10 SERVICE PROVIDER shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by SERVICE PROVIDER as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this CONTRACT, SERVICE PROVIDER shall perform the Services attached hereto and incorporated herein Exhibit"A". SERVICE PROVIDER shall perform said Services in accordance with generally accepted industry and professional standards. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD or SERVICE PROVIDER at any time. All modifications must be made in writing and signed by both Parties. 4. Compensation Compensation to be paid by OCSD to SERVICE PROVIDER for the Services under this CONTRACT fora firm fixed price of One Million One Hundred Sixty Thousand and 00/00 Dollars ($1,160,000.00). 5. California Department of Industrial Relations(D/R)Repistradon and Record of Wailes 5.1 To the extent SERVICE PROVIDER's employees and/or its Subcontractors who will perform Work for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, SERVICE PROVIDER and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 5.2 The SERVICE PROVIDER and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. Orange County Sanitation District 2 of 10 Specification No. S-2015-719BD Vemb date 063015 5.3 Pursuant to Labor Code Section 1776, the SERVICE PROVIDER and its Subcontractors 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. 5.4 The SERVICE PROVIDER and its Subcontractors 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. Payments Payments shall be made upon approval by OCSD Project Manager, or his/her designee, of invoices submitted as described in Exhibit "A". Unit prices shall not exceed those stated in Exhibit "B". OCSD, at its sole discretion, shall be the determining party as to whether the work and deliverables listed below have been satisfactorily completed: • At fifty percent (50%) completion, SERVICE PROVIDER will be paid twenty-five (25%) of the Contract Price for Bid Item #6. • At seventy-five percent (75%) completion, SERVICE PROVIDER will be paid an additional twenty-five percent (25%)for Bid Item#6. • At one hundred percent (100%)completion, SERVICE PROVIDER will be paid the final fifty percent(50%)of Bid Item#6. 7. Invoices 7.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 7.2 Invoices shall be emailed by SERVICE PROVIDER to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager and Specification Number. 8. 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. 9. CONTRACT Term The Services provided under this CONTRACT shall be commence on February 1, 2016 and continue through January 31, 2017. 10. Renewals 10.1 OCSD may exercise the option to renew the Agreement for up to four (4) one-year periods based upon the criteria set forth in the specifications, Exhibit "A", if any, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 10.2 Renewals may be made through the OCSD Purchase Order Process. 11. Performance Time is of the essence in the performance of this CONTRACT and the provisions hereof. Orange County Sanitation District 3 of 10 Specification No. S-2015-719BD Vemb date 063015 12. Termination 12.1 OCSD reserves the right to terminate this CONTRACT for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, SERVICE PROVIDER shall immediately discontinue all work under this CONTRACT (unless the notice directs otherwise). OCSD shall thereafter,within thirty(30)days, pay SERVICE PROVIDER for work performed (cost and fee) to the date of termination. SERVICE PROVIDER expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this CONTRACT. Such notice of termination shall terminate this CONTRACT and release OCSD from any further fee, cost or claim hereunder by SERVICE PROVIDER other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this CONTRACT immediately upon OCSD's determination that SERVICE PROVIDER is not meeting specification requirements, if the level of service is inadequate, or any other default of this CONTRACT. 12.3 OCSD may also immediately cancel for default of this CONTRACT in whole or in part by written notice to SERVICE PROVIDER: • if SERVICE PROVIDER becomes insolvent or files a petition under the Bankruptcy Act; or • if SERVICE PROVIDER sells its business; or • if SERVICE PROVIDER breaches any of the terms of this CONTRACT; or • if total amount of compensation exceeds the amount authorized under this CONTRACT. 12.4 All OCSD property in the possession or control of SERVICE PROVIDER shall be returned by SERVICE PROVIDER to OCSD upon demand, or at the termination of this CONTRACT, whichever occurs first. 13. Bonds 13.1 SERVICE PROVIDER shall, before entering upon the performance of this CONTRACT, furnish bonds (attached hereto in Exhibit"K& L")approved by OCSD's General Counsel -one in the amount of one hundred percent(100%)of the CONTRACT price bid,to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the CONTRACT price bid, to guarantee payment of all claims for labor and materials furnished. This CONTRACT shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a California admitted surety insurance and must be maintained throughout the life of the project and during the warranty period. 14. Insurance SERVICE PROVIDER and all subcontractors shall purchase and maintain, throughout the life of this CONTRACT and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit"C"). SERVICE PROVIDER shall not commence work under this CONTRACT until all required insurance is obtained in a form acceptable to OCSD, nor shall SERVICE PROVIDER allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this CONTRACT. 15. Indemnification and Hold Harmless Provision 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, or by Orange County Sanitation District 4 of 10 Specification No. S-2015-719BD Vemb date 063015 its subcontractor 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 termination 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 ads 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. 16. OCSD Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of this CONTRACT it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the SERVICE PROVIDER is required to follow the most stringent regulatory requirement at no cost to OCSD. SERVICE PROVIDER and all their employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: ocsd.com, "Doc Central" at the bottom of page, under"Safety". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein. 16.1 In addition to the requirements stated above, SERVICE PROVIDER shall adhere to the following OCSD Safety requirements: SOP-102 PPE, SOP-104 Confined Space, SOP-105 LOTO, SOP-107 Hazard Communication, SOP-109 Respiratory Protection Program, SOP-113 Bloodbome Pathogen,SOP-118 Hot Work, SOP-206 Fall Protection, SOP-304 Mobile Equipment and Traffic Control. 17. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply: 17.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this CONTRACT. 17.2 SERVICE PROVIDER's warranty: If, within the 12-month period following completion of its Services, OCSD informs SERVICE PROVIDER that any part of the Services fails to meet the standards required under this CONTRACT, SERVICE PROVIDER shall, within the time agreed to by OCSD and SERVICE PROVIDER, take all such actions as are necessary to correct or complete the noted deficiency(ies)at SERVICE PROVIDER's sole expense. 18. Force Maleure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Orange County Sanitation District 5 of 10 Specification No. S-2015-719BD Ve.b date 063015 Majeure condition may be rescheduled by mutual consent or may be eliminated from the CONTRACT. 19. Freight (F.O.B. Destination) SERVICE PROVIDER assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this CONTRACT. 20. Familiarity with Work By executing this CONTRACT, SERVICE PROVIDER warrants that: 1)it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this CONTRACT. Should the SERVICE PROVIDER discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at SERVICE PROVIDER's risk, until written instructions are received from OCSD. 21. Regulatory Requirements SERVICE PROVIDER shall perform all work under this CONTRACT in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 22. Licenses, Permits. Ordinances and Regulations SERVICE PROVIDER represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this CONTRACT will be paid by SERVICE PROVIDER. 23. Applicable Laws and Regulations SERVICE PROVIDER shall comply with all applicable federal, state, and local laws, rules, and regulations. SERVICE PROVIDER also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of SERVICE PROVIDER's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this CONTRACT whether or not specifically referenced. 24. Contractor's Employees Compensation 24.1 Davis-Bacon Act—Not Used 24.2 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 SERVICE PROVIDER agrees that not less than said prevailing rates shall be paid to workers employed on this CONTRACT as required by Labor Code Section 1774 of the Stale 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. 24.3 Forfeiture For Violation - SERVICE PROVIDER shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the SERVICE PROVIDER 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. Orange County Sanitation District 6 of 10 Specification No. S-2015-719BD Vemb date 063015 24.4 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 SERVICE PROVIDER shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00)or more or twenty (20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 24.5 Workday — In the performance of this CONTRACT, not more than eight (8) hours shall constitute a day's work,and the SERVICE PROVIDER shall not require more than eight(8) hours of labor in a day from any person employed by him hereunder except as provided under General Prevailing Rate above. SERVICE PROVIDER shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.)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 SERVICE PROVIDER or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty(40) hours in any one week in violation of said Article. SERVICE PROVIDER shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by SERVICE PROVIDER in connection with the project. 24.6 Record of Wages; Inspection - SERVICE PROVIDER agrees to maintain accurate payroll records showing the name, address, social security number,work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable SERVICE PROVIDER or subcontractor or its agent having authority over such matters. SERVICE PROVIDER further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non- compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 25. South Coast Air Quality Management District's (SCAQMD) Requirements It is SERVICE PROVIDER's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All CONTRACT work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 26. Governing Law This CONTRACT shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this CONTRACT or the performance thereof. 27. Breach The waiver of either party of any breach or violation of, or default under, any provision of this CONTRACT, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this CONTRACT or default thereunder. Any breach by SERVICE PROVIDER to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 28. Remedies In addition to other remedies available in law or equity, if the SERVICE PROVIDER fails to make delivery of the goods or Services or repudiates its obligations under this CONTRACT, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the CONTRACT; (2) recover whatever amount of the purchase Orange County Sanitation District 7 of 10 Specification No. S-2015-719BD Vemb date 063015 price OCSD has paid, and/or (3) 'cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from SERVICE PROVIDER. In the event OCSD elects to"cover" as described in (3), OCSD shall be entitled to recover from SERVICE PROVIDER as damages the difference between the cost of the substitute goods or Services and the CONTRACT price, together with any incidental or consequential damages. 29. Dispute Resolution 29.1 In the event of a dispute as to the construction or interpretation of this CONTRACT, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 29.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two 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. 30. Attomev's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this CONTRACT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 31. Survival The provisions of this CONTRACT dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this CONTRACT. 32. Severability If any section, subsection, or provision of this CONTRACT, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this CONTRACT or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 33. Damaae to OCSD's Property Any of OCSD's property damaged by SERVICE PROVIDER any subcontractors or by the personnel of either will be subject to repair or replacement by SERVICE PROVIDER at no cost to OCSD. 34. Disclosure SERVICE PROVIDER agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 35. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make SERVICE PROVIDER an OCSD employee. During the performance of this CONTRACT, SERVICE PROVIDER and its Orange County Sanitation District 8 of 10 Specification No. S-2015-719BD Vemb date 063015 officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. SERVICE PROVIDER and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36. Limitations upon Subcontracting and Assignment SERVICE PROVIDER shall not delegate any duties nor assign any rights under this CONTRACT without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 37. Third Party Rights Nothing in this CONTRACT shall be construed to give any rights or benefits to anyone other than OCSD and SERVICE PROVIDER. 38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to SERVICE PROVIDER, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to SERVICE PROVIDER or to its successor, or for breach of any obligation for the terms of this Agreement. 39. Read and Understood By signing this CONTRACT, SERVICE PROVIDER represents that he has read and understood the terms and conditions of the CONTRACT. 40. Authority to Execute The persons executing this CONTRACT on behalf of the Parties warrant that they are duly authorized to execute this CONTRACT and that by executing this CONTRACT, the Parties are formally bound. 41. Entire Contract This CONTRACT constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 42. 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 address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Chewning Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 SERVICE PROVIDER: Synagro-WWT, Inc. 3845 Bithell Lane Suisun City, CA 94585 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District 9 of 10 Specification No. S-2015-719BD Vemb date 063015 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this CONTRACT to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Division Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2015-719BD Vemb date 063015 OPERATIONS COMMITTEE Meeting pate TOBd.O(DII. 1V021 5 12/16/15 AGENDA REPORT Item Number Item Number 6 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services SUBJECT: 2015 AUDIT REPORT OF OCSD'S SANITARY SEWER SYSTEM MANAGEMENT PLAN GENERAL MANAGER'S RECOMMENDATION Receive and file the 2015 Waste Discharge Requirements (WDR) for Sanitary Sewer System Management Plan Audit Report dated July 31, 2015. SUMMARY The State Water Resources Control Board (SWRCB) requires us to perform an internal audit of our Sewer System Management Plan (SSMP) and WDR compliance efforts every two years. The SSMP is Orange County Sanitation District's (OCSD) plan for management, maintenance, and operation of our sewer system. Attached is a copy of the audit which reviews the period from January 1, 2013 through December 31, 2014. This latest audit assesses whether OCSD is completing the requirements of our SSMP, identifies any deficiencies found, and recommends corrective actions. In addition, the audit provides an evaluation of SSMP effectiveness and best practices. HDR, Inc. was selected by OCSD to conduct the audit which included staff interviews and field/site visits. OCSD will use the audit results to maintain SSMP compliance. The results of the audit found (1) noncompliance issue, (16) conformance deficiencies, and (15) opportunities. The one noncompliance issue was related to having easily available and organized documentation of changes to the SSMP since the last certification of our SSMP. This requirement went into effect as a result of the State's Order that changed on September 9, 2013. To address the non-compliance item, staff will create an electronic log to track SSMP changes in one location. Staff is addressing the other audit findings and will address the recommended corrective or improvement actions and conformance deficiencies no later than March 2016. The findings of this two-year internal audit are not significant enough to require the Board to recertify or reapprove the updated SSMP. The current edition of our SSMP is posted on our website for public awareness. Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS March 2012 - Board of Directors approved the Sewer System Management Plan dated March 28, 2012. May 2009 - Board of Directors approved the Sewer System Management Plan dated May 1, 2009. October 2008 - Board of Directors received and filed the SSMP Compliance Status Report dated September 24, 2008. July 2007 - Board of Directors approved the SSMP Development Plan and Schedule. October 2006 - Board of Directors approved the development and implementation of a compliance program with the Sanitary Sewer System WDR Order. ADDITIONAL INFORMATION None CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENTS The following attachment(s) maybe viewed on-line at the OCSD website (Mm w.ocsd.com) with the complete agenda package and attachments: Final WDR Audit Report dated July 31, 2015 N JA:MAE:W C:M PV:a h:pe Page 2 of 2 FINAL WDR/SSMP Audit Report IMP Orange County Sanitation District WDR/SSMP Audit Subject: 2013-2014 WDR/SSMP Audit Report Prepared for: MarcoPolo Velasco-OCSD Prepared by: Michael Flores, David Spencer,Jennifer Duffy-HDR Reviewed by: Eric Scherch- HDR Date: July 31, 2015 Purpose The purpose of this document is to report the results of the Waste Discharge Requirements (WDR) Audit conducted for the Orange County Sanitation District (OCSD/District) covering Calendar Years (CY) 2013 and CY 2014. This report was prepared pursuant to the requirements included in the State Water Resources Control Board Order No. 2006-0003 — Statewide General Waste Discharge Requirements for Sanitary Sewer Systems (WDR). The audit requirements are: As part of the Sewer System Management Plan (SSMP), the Enrollee shall conduct periodic internal audits, appropriate to the size of the system and the number of SSOs. At a minimum, these audits must occur every two years and a report must be prepared and kept on file. This audit shall focus on evaluating the effectiveness of the SSMP and the Enrollee's compliance with the SSMP requirements identified in this subsection (D.13), including identification of any deficiencies in the SSMP and steps to correct them." This audit serves as the District's 2015 SSMP audit. The District is in compliance with the SSMP Program Audit element. Background The District is a regional sewer agency formed to address the need for sewage collection, treatment, and disposal for 23 cities in Orange County. The District is responsible for operation and maintenance of a sanitary sewer system that includes 366.5 miles of regional interceptor and trunk sewers; 196.5 miles of smaller gravity sewer mains serving the City of Tustin and other unincorporated areas of Orange County; and 15 outlying lifupump stations. The District is in the process of reviewing ownership of regional sewers and in cases where regional sewer convey flows from only one agency, the District has initiated a process to transfer ownership of these sewers back to the appropriate satellite agency. The District is not responsible for maintenance of sewer laterals. The District Board adopted an updated version of the SSMP on March 28, 2012. July 31,2015 1 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR/SSMP Audit This audit reviews the period between January 1, 2013 and December 31, 2014 and is the third WDR Audit performed to meet WDR requirements for completion of an audit a minimum of once every two years. The previous audit was completed on April 25, 2013, ahead of the May 2, 2013 deadline. This audit assesses the current state of WDR compliance with the provisions included in the WDR including Provision D.13, identifies any deficiencies found in the SSMP, and recommends corrective actions. In addition, the audit provides an evaluation of SSMP effectiveness. The District intends to use the audit results to maintain SSMP compliance and performance in reducing sewer overflows. HDR conducted the audit on behalf of the District through a series of meetings with District staff involved with implementation of activities required by provisions included in Provision D.13 of the WDR. The HDR Audit Team members and District staff supporting the audit interviews and audit process are identified in Table 1 and Table 2. Table 1:WDR Audit Team Members Team Member Organization Role MarcoPolo Velasco OCSD WDR Audit Project Manager& Subject Matter Expert Michael Flores HDR Lead Auditor David Spencer HDR Technical Expert, Asset Management Jennifer Duffy HDR Technical Expert, System Evaluation and Capacity Assurance Plan July 31,2015 2 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Table 2:WDR Audit Interviewees Name SSMP Role Alex Rampley Information and Data Management Becky Brooks Standard Operating Procedures Data Management Dean Fisher Engineering Manager Dindo Carrillo Senior Environmental Specialist; Responsible for SSO Reporting Erik Stratmoen Lead Mechanic, Collection Facilities Operations and Maintenance Ingrid Hellebrand Responsible for Communications Program James Cabral Maintenance Supervisor, Collection Facilities O&M John Gonzalez Maintenance Supervisor, Collection Facilities O&M; Legally Responsible Official Juston Fenton Associate Engineer, Collection Facilities Contracts and Engineering Services Kathleen Millea Manager, Engineering Planning Larry Jones Information and Data Management MarcoPolo Associate Engineer, SSMP Audit Project Manager Velasco Mark Esquer Manager, Collection Facilities and Support Services; Authorized Representative Merrill Seiler Principal Environmental Specialist; Responsible for FOG Program Michael Dorman Enigneering Supervisor Michele Farmer Principal Environmental Specialist; Responsible to update SSMP audit status in ECAP Mike White Capital Improvement Funding Nick Arhontes Director, Facilities Support Services; Legally Responsible Official Peggy Echavarria Executive Assistant, Facilities Support Services Robert Michaels IT Supervisor Santiago Escobar Supervisor, Reliability Terry Kris Supervisor—Construction Inspection Victoria Raymond Control Center Staff Wendy Smith Collection System Capital Improvement Planning and Asset Management William Cassidy Engineering Supervisor, Collection Facilities Contracts and Engineering Services; WDR Subject Matter Expert; Responsble for SSMP Audits SSMP audit interviews were performed over a three-week period starting on May 19, 2015 and concluding on June 22, 2015. The order of the audit interviews, WDR provision audited, and District staff interviewed is documented in Table 3: July 31,2015 3 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Table 3:Audit Meeting Attendees Date WDR Topics Interviewees Provision Section 5/19/15 D.13 (i) Goal Nick Arhontes D.13 (ii) Organization D.13 (iii) Legal Authority 6/8/15 D.13 (vii) FOG Control Program Merrill Seiler Mike Zedek 6/8/15 D.13 (viii) System Evaluation and Capacity Kathleen Millea Assurance Plan Wendy Smith 6/8/15 D.13 (iv) O&M Program—Funding and Mike White Adequate Resources and Accounting Practices 6/9/15 D.13 (vi) Overflow Emergency Response Victoria Raymond Plan Reporting Dindo Carrillo 6/9/15 D.13 (iv) O&M Program - Information and William Cassidy Data Management, Decision- Alex Rampley Making —Small Diameter Contractor Cleaning and CCTV 6/9/15 D.13 (iv) O&M Program Standard Becky Brooks Procedures 6/15/15 D.13 (vi) Overflow Emergency Response James Cabral Plan—Response, Containment, Erik Stratmoen Clean-up Mark Esquer 6/15/15 D.13 (iv) Operation and Maintenance John Gonzalez Program—OCSD Cleaning and James Cabral Inspection Crew 6/15/15 D.13 (iv) Operation and Maintenance Juston Fenton Program— Field Visit— William Cassidy Contractor Cleaning Crew 6/15/15 D.13 (v) Design and Performance Dean Fisher Provisions Mike Dorman Terry Kris 6/22/15 D.13 (x) Monitoring, Measurement, and William Cassidy Program Modifications Michele Farmer SSMP Program Audit MarcoPolo Velasco July 31,2015 4 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Date WDR Topics Interviewees Provision Section 6/22/15 D.13 (iv) O&M Program—Information and William Cassidy Data Management—Large Wendy Smith Diameter Inspection, John Gonzalez Assessment, and Decision- James Cabral Making Juston Fenton 6/22/15 D.13 (iv) O&M Program—Information and John Gonzalez Data Management— In-House James Cabral Cleaning PM for Large and Small Juston Fenton Diameter Pipes Robert Michaels 6/22/15 D.13 (iv) O&M Program—Information and John Gonzalez Data Management—Pump James Cabral Station O&M, RCM, Inspection, Santiago Escobar Condition Assessment, and R&R Juston Fenton Decision-Making July 31,2015 5 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Evaluation of SSMP Effectiveness Overall, based on analysis of the sanitary sewer overflow(SSO) trends over the past two years and the results of the SSMP audit, the overall program for managing the sewer system has been effective and continues to operate at a high level of performance. The District has maintained a SSO rate averaging less than 1.02 SSOs per 100 miles of sewer pipelines per year consistently over the past two years as indicated by the 12-month rolling average SSO rate over that period. Over the last five years, the District has consistently operated below 1.39 SSOs per 100 miles per year as shown in Figure 1. Sewer Overflow Performance The primary measure of the effectiveness of the SSMP is sewer overflow performance. This section reviews the District's recent sewer overflow performance through analysis of the sewer overflow data reported to the State Water Resource Control Board (SWRCB) California Integrated Water Quality System (CIWQS)SSO database. Sanitary Sewer Overflow Rate Over the past two calendar years the District has experienced seven (7) sanitary sewer overflows and achieved an average SSO rate of 0.59 SSOs per 100 miles of sewer pipelines per year from Calendar Year 2013 through Calendar Year 2014. The District operates within the Regional Water Quality Control Board's Santa Ana Region, otherwise known as Region 8. This SSO rate is well below the average annual SSO rate during the same period of the other fifty- two (52) Region 8 agencies that do not have sewer lateral responsibility. Figure 1 shows the 12-month rolling average of SSOs per 100 miles of pipelines per year from January 2010 through May 2015. July 31,2015 6 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Figure 1:12-Month Rolling Average of SSOs per 100 Miles of Sewer Pipelines per Year 4.00 3.50 Audit Window 3.00 2.50 22.00 e e g 1.50 O 1.00 N N 0.50 0.00 d ¢E' f F E {E c f F E {E E {E E Y E 1 6 b 6 b 6 b G b p b Month-Year +OCSD Local Sewers �DCSD Regimal Sewers �AII OCSD Sewers + Region 8 Systems w/o Lateral Responsibility One observation to note is the SSO performance of the local sewer system versus the regional sewer system. The local sewer system is defined as the sewer systems serving the City of Tustin and unincorporated areas of Orange County. The regional sewer system includes the trunk pipelines, interceptors, and pump stations conveying flows from tributary sewer systems to the treatment plant. Over the past two years, the District has maintained a 12-month rolling average SSO rate ranging between 0.45 to 1.36 SSOs per 100 miles, which is a high level of performance for this size class of sewers. This level of SSO performance in the local sewer system is accomplished through a combination of an aggressive 12-month cleaning cycle, focused 3-month and 6-month holspot cleaning, and CCTV inspection in the local sewer system for condition assessment and quality control of contractor cleaning activities. During that same period, OCSD has achieved an 12-month rolling average SSO rate ranging between 0 to 0.82 SSOs per 100 miles per year in the regional sewer system. The SSO rate in the regional system has increased recently due to operator error, construction bypassing practices, and infrastructure condition-related failure. Number and Size of Sewer Overflows During the period between January 1, 2013 and December 31, 2014, the District experienced seven (7) SSOs with four(4)SSOs occurring in local sewer gravity mainlines and three (3) SSOs occurring in the regional sewer system. Over the past five years, the District has experienced 22 SSOs. Over the past five years, the average SSO volume for SSOs in the local sewers has averaged at less than 400 gallons per SSO. In the last two years, this average has July 31,2015 7 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL decreased to approximately 200 gallons per SSO. SSO volume from the regional system varies widely from year to year and has averaged approximately 800 gallons per SSO over the last five years. The number and volume of SSOs in the local and regional system can be seen in Figure 2. Figure 2:Number of SSOs and SSO Volume for Local and Regional Systems by Calendar Year 7 6 5 � 4 E3 E Z' 2 1 0 2010 2011 2012 2013 2014 CalandarYear ■local ■Regional 8,000 7,000 6,0D0 5,000 E 4,000 3,000 N 2,000 1,OD0 0 2010 2011 2012 2013 2014 Calendar Year ■Loral ■Regional In the past five years, 16 out of 22 SSOs (73 percent) had volumes of less than 1,000 gallons. Of the six (6) SSOs larger than 1,000 gallons, five (5) occurred prior to 2013. OCSD did not experience any SSO greater than 1,000 gallons in CY 2013. Table 4 shows the number and size of all SSOs occurring in the OCSD sewer system between CY 2010 through CY 2014. It July 31,2015 S Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL should be noted that OCSD only experienced one SSO in Calendar Year 2013, which is an outstanding achievement. Table 4: Number and Size of All OCSD SSOs from CY 2010 through CY 2014 Size of SSO(gallons) CY 2010 CY2011 CY2012 CY2013 CY2014 TOTAL Greater than 10,000 0 0 0 0 0 0 From 1,000 to 9,999 2 0 3 0 1 6 From 100 to 999 1 2 0 1 4 8 From 10 to 99 2 2 2 0 1 7 From 1 to 9 0 0 1 0 0 1 Total 5 4 6 1 6 22 Causes of SSOs SSOs caused by roots (7), grease (3), and debris (2)accounted for approximately 55 percent of SSOs occurring from the District's sewer system between January 1, 2010 and December 31, 2014 as shown in Table 5. Of the remaining ten (10) SSOs, three (3)were caused by pump station-related issues, four(4)were caused by construction-related issues, and one was caused by structural failure, one was caused by operator error, and one occurred due to an undetermined cause. July 31,2015 9 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Table 5:Causes of OCSD SSOs(1/112010-1213112014) Cause of SSO Number Number Total Percent of Total of SSO of SSOS Number In Local in of SSOs System Regional System Blockage: AW Roots 7 0 7 31.8 Grease 3 0 3 13.6 Debris 1 1 2 9.1 Subtotal for Blocka 17 1 12 Pump Station-Related 0 3 3 13.6 Construction-Related 1 3 4 18.2 Structural 0 1 1 4.5 Operator Error 0 1 1 4.5 Unknown 1 0 1 4.5 Capacity-related 0 0 0 0.0 TOTAL(ALL) 13 9 22 100% July 31,2015 10 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Review of Effectiveness of SSMP and Audit Narrative The following sections focus on evaluating the effectiveness of each chapter of the SSMP and provide a narrative of the audit findings. Chapter 1 —Prohibitions and Provisions WDR Requirement: The WDR does not require this section to be part of the SSMP. Audit Finding: This chapter explicitly documents all of the prohibitions and provisions included in the WDR and provides a means for the District Board to acknowledge and approve all provisions and prohibitions included in the WDR, not just Provision D.13 that requires the development and implementation of the SSMP. Chapter 2- Goal WDR Requirement: The goal of the Sewer System Management Plan (SSMP) is to provide a plan and schedule to properly manage, operate, and maintain all parts of the sanitary sewer system. This will help reduce and prevent SSOs, as well as mitigate any SSOs that do occur. Audit Finding: As stated in the OCSD SSMP, the goal of the SSMP is to provide a plan and schedule for measures to be implemented to prevent SSOs. Overall, the programs, plans, systems, and practices the District employs to manage, operate, and maintain the sewer system resulted in a 12-month rolling average SSO rate that consistently remained at or below 1.19 SSOs per 100 miles of pipelines per year over the last two years. This indicates the District has been effective with achieving this goal. The District is in compliance with the Goal element requirement of WDR Provision D.13. Chapter 3—Organization WDR Requirement: The Sewer System Management Plan (SSMP) must identify., a. The name of the responsible or authorized representative as described in Section J of this Order. b. The names and telephone numbers for management, administrative, and maintenance positions responsible for implementing specific measures in the SSMP program. The SSMP must identify lines of authority through an organization chart or similar document with a narrative explanation; and C. The chain of communication for reporting SSOs, from receipt of a complaint or other information, including the person responsible for reporting SSOs to the State and Regional Water Board and other agencies if applicable (such as County Health Officer, County Environmental Health Agency, Regional Water Board, and/or State Office of Emergency Services (OES)). Audit Finding: The District is in compliance with the Organization element requirement of WDR Provision D.13. The District has assigned roles and responsibilities for development and implementation of specific measures in the SSMP program. The audit did discover the following minor issues with the SSMP Chapter 3 organization and related appendices: July 31,2015 11 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL 1. Titles in the Appendic C - SSMP Program Organizational Chart are not the same as used in the Appendix C- Organizational Narrative, which causes confusion. 2. An additional position (i.e., Engineering Supervisor, Collection Facilities Division or designee of the LRO) is included in the Appendix C - Organizational Narrative that is not included in the SSMP Program Organizational Chart. This position is the WDR Subject Matter Expert as defined in the District's Environmental Auditing Procedure TS-ECRA- SOP-011 included as Appendix X1 of the SSMP and is responsible for managing the WDRISSMP audit. 3. The Organizational Narrative incorrectly identifies the Principal Environmental Specialist — Management Services Team as responsible for the SSMP audit, yet this position is only responsible for updating the status of the audit in ECAP. The District should update the Organization Narrative and SSMP Program Organizational Chart to reflect these responsibilities. 4. James Cabral's and Wendy Smith's positions are not represented on the SSMP Program Organizational Chart or the Organizational Narrative. Based on the audit, these are key positions and should be represented. James Cabral's position is responsible for pump station maintenance. Wendy Smith's position is responsible for collection system asset management. One of the key positions identified in the Organizational Narrative is the Engineering Supervisor, Collection Facilities Division. This is the position responsible for leading stakeholders to review and modify the program and measurement tools. This position is also responsible for audit closure, which in the past was documented with an audit closure memorandum documenting all of the decisions and corrective actions resulting from the previous audit. The person previously assigned to this position moved to a different position in the OCSD organization and the responsibilities appear not to have transferred in the process. This resulted in several outcomes: 1. Internal Stakeholder Meetings did not occur after the last audit resulting in reduced accountability for addressing identified program deficiencies and updating of the SSMP. 2. The Audit Closeout Memo in Appendix Y was not updated after the 2013 WDR Audit. It is not clear whether or how the audit findings from the previous audit were addressed. 3. The SSMP was last certified in March 2012. The amended Monitoring and Reporting Program (Order No. WQ 2013-0058-EXEC) requires documentation of SSMP updates. Records are not attached to the SSMP documenting all changes made to the SSMP since its last certification indicating when subsections were changed or updated and who authorized the change or update. Appendix P of the SSMP contains a SSO Response Flow Chart and SSO Notification Procedures clearly documenting the chain of communication and notifications. July 31,2015 12 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Chapter 4— Legal Authority WDR Requirement: Each Enrollee must demonstrate, through sanitary sewer system use ordinances, service agreements, or other legally binding procedures, that it possesses the necessary legal authority to: a. Prevent illicit discharges into its sanitary sewer system (examples may include 1/1, stormwater, chemical dumping, unauthorized debris and cut roots, etc.); b. Require that sewers and connections be property designed and constructed; C. Ensure access for maintenance, inspection, or repairs for portions of the lateral owned or maintained by the Public Agency; d. Limit the discharge of fats, oils, and grease and other debris that may cause blockages, and e. Enforce any violation of its sewer ordinances. Audit Finding: The District is in compliance with the Legal Authority requirement of the WDR Provision D.13. The District has ordinances and design guidelines providing the District with the authority to prevent illicit discharges, require sewers be properly designed, limit discharge of fats, oils, and grease, and enforce violations of sewer ordinances. Table 6 identifies linkages to the District Ordinances and Engineering Design Guidelines for each of the legal authority requirements. Section 4.1 (c) of the SSMP discusses access for maintenance, inspection, or repairs for portions of the lateral owned by OCSD. This section misses an opportunity to clearly state that the District does not own and is not responsible for maintenance of the laterals connecting private buildings to local sewers and therefore does not require access for maintenance, inspection, or repairs of those laterals. OCSD claims responsibility for maintaining and repairing the first four feet of local satellite agency pipelines connecting to OCSD sewers. In most cases, a satellite agency's pipeline connects to the District's sewer system at an OCSD structure providing the District with access to the portion of local agency sewer OCSD is responsible for maintaining and repairing. July 31,2015 13 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Table 6:Summary of OCSD Legal Authorities Requirement District Engineering Design Meets Ordinances Guidelines or WDR Connection Permit Require- ments? GENERAL Prevent illicit discharges into the wastewater OCSD-39,201 Yes collection system Limit the discharge of fats, oils, and grease OCSD-25,2.2 Yes and other debris that may cause blockages Require that sewers and connection be Chapter 12.2& 12.3 Yes properly designed and constructed Require proper installation, testing, and Chapter 12.4 Yes inspection of new and rehabilitated sewers Project specs for rehabilitated sewers LATERALS Clearly define District responsibility and District references Sewer Connection Yes policies California Civil Application and Permit Code 831. for Construction Ensure access for maintenance, inspection, or Not applicable. District does not own, operate, or repairs for portions of the service lateral maintain any portion of service laterals connecting owned or maintained by the District private buildings to local sewers. Control infiltration and inflow (1/1) from private OCSD-39,203 Yes service laterals FOG SOURCE CONTROL Installation of grease removal device(GRE) OCSD-25, 2.5 Yes Design standards for GRE OCSD-25,4.2-4.3 Yes Maintenance and BMP requirements OCSD-25, 2.4& Yes 3.3 &4.5-4.6 Record keeping and reporting OCSD-25, 3.3& Yes 5.1 Authority to inspect grease producing facilities OCSD-25, 5.2-5.3 as ENFORCEMENT Enforce any violations of sewer ordinances OCSD-25,Article Sewer Connection Yes 6 Application Permit for Construction July 31,2015 14 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Chapter 5—Operation and Maintenance Program WDR Requirement: The Sewer System Management Plan (SSMP) must include those elements listed below that are appropriate and applicable to the Enrollee's system: a. Maintain an up-to-date map of the sanitary sewer system, showing all gravity line segments and manholes, pumping facilities, pressure pipes and valves, and applicable stormwater conveyance facilities; b. Describe routine preventive operation and maintenance activities by staff and contractors, including a system for scheduling regular maintenance and cleaning of the sanitary sewer system with more frequent cleaning and maintenance targeted at known problem areas. The Preventative Maintenance (PM)program should have a system to document scheduled and conducted activities, such as work orders; C. Develop a rehabilitation and replacement plan to identify and prioritize system deficiencies and implement short-term and long-term rehabilitation actions to address each deficiency. The program should include regular visual and TV inspections of manholes and sewer pipes, and a system for ranking the condition of sewer pipes and scheduling rehabilitation. Rehabilitation and replacement should focus on sewer pipes that are at risk of collapse or prone to more frequent blockages due to pipe defects. Finally, the rehabilitation and replacement plan should include a capital improvement plan that addresses proper management and protection of the infrastructure assets. The plan shall include a time schedule for implementing the short- and long-term plans plus a schedule for developing the funds needed for the capital improvement plan; d. Provide training on a regular basis for staff in sanitary sewer system operations and maintenance, and require contractors to be appropriately trained;and e. Provide equipment and replacement part inventories, including identification of critical replacement parts. Audit Finding: The District is in compliance with the Operation and Maintenance Program element of WDR Provision D.13. The primary measure of the effectiveness of the operation and maintenance program is SSO performance improvements over time. The District has sustained a 12-month rolling average SSO rate in the sewer system of less than 1.39 SSOs per 100 miles of sewer pipelines per year over the last five years, placing OCSD in the category of high- performing sewer systems. The Operation and Maintenance Program is a key contributor to the high level of SSO performance achieved in the last five years through the following efforts: • An aggressive sewer cleaning program in the local sewer system focusing on pipelines with historical maintenance issues and cleaning of all pipes less than or equal to 39 inches in diameter at least once per year; o Cleaning of known trouble spot sewer segments on a 1-month or 3-month cleaning schedule. o Quality control inspections of up to 30 percent of segments cleaned by the contractor. July 31,2015 15 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL • A five-year cleaning cycle for all regional sewers, less than or equal to 42-inch diameter, and more frequent cleaning of known problem regional sewer pipe segments. Trouble spots and siphons are cleaned every 4 weeks to 3 months based on historical cleaning needs, which may include pipe segments larger than 42-inch diameter. • CCTV inspection of all pipes with sewer overflows, blockages, or severe maintenance issues to determine an appropriate maintenance strategy and identify repair or rehabilitation needs. • Systematic CCTV inspection of the sewer system on an 7-year cycle beginning with the problematic and older portions of the system. This systematic approach enables OCSD to identify structural deficiencies in the early stages of deterioration and to monitor these deficiencies and determine appropriate corrective actions. • A well developed collection system asset management program documenting assumed fife expectancies for collection system assets and projecting future refurbishment and replacement funding to maintain level of service goals. Based on this effort, the District has the funding in place to perform the repair, rehabilitation, and replacement as necessary to address system condition-related deficiencies. • Well-trained Collection system employees with all employees above the Maintenance Worker classification maintaining CWEA Collection System Maintenance certifications at or above levels required for their position. • Accurate and up-to-date mapping of the sewer system to support SSO response and preventive maintenance activities. District response crews also have access to stormwater drainage system mapping to support sewer overflow response and recovery. • A pump station maintenance and inspection program with a well-defined maintenance schedule, documented standard operating procedures, checklists, and daily SCADA data review. Operations and Maintenance Program deficiencies include: • CCTV Database— In October 2014, the District's MS Access CCTV database exceeded the database size limit and would not accept any new records. The District is in the process of creating a Request for Proposals to purchase a off-the-shelf CCTV software to serve as the future repository of CCTV inspection data. In the meantime, CCTV data collected is being summarized for each inspection and loaded into a spreadsheet. According to staff, almost all CCTV data collected is Coded using PACP coding standards. A quick review of the MS Access CCTV Database tables indicates the table structure and database format is not currently in PACP database format. OCSD will need to transform that data into a format that can be migrated into the future CCTV repository database. July 31,2015 16 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Other observations and opportunities related to the Operations and Maintenance Program include: • In January 2015, the District implemented Maximo Computerized Maintenance Management System (CMMS) to plan, schedule, and document maintenance activities performed on the sewer system as well as to support documentation of important information collected during maintenance by asset. The District utilized Cassworks CMMS up until January 2015 to document collection system maintenance activities. The District's Maximo implementation is still in the early stages of implementation. Staff provided a review of how the Maximo CMMS implementation is used to manage collection system maintenance activities and it appears that the information collected and Maximo's ability to support OCSD's maintenance program is superior to the CassWorks CMMS implementation. OCSD did not provide data collected to date in the Maximo CMMS, therefore feedback on the accuracy, completeness, and usefulness of the data collected in Maximo CMMS cannot be provided at this time. • The 12-month cleaning schedule for all local sewer system pipes over the past four years has resulted in a significant amount of data regarding every sewer segment in the local sewers including: o Four or more recent completed cleaning work orders with maintenance feedback indicating type and severity of material found during cleaning. o One CCTV inspection focused on condition assessment and potentially a second inspection for cleaning quality control. The District has the opportunity to analyze this data to optimize cleaning frequencies for local sewer system pipes. • During interviews staff indicated that trouble spot pipe schedules are regularly added, removed, or modified as conditions warrant. For example, H a trouble spot pipe routinely comes back dirty(based on contractor input or data), staff may will consider cleaning it more often. Conversely, if the pipe routinely comes back clean, staff will consider cleaning it less often. OCSD should consider tracking a metric to identify the number of schedule changes made over time. • Internal vs SSMP Goals - Some of OCSD's internal goals have changed and are now more aggressive than those documented in the SSMP. For example, OCSD's pipe inspection goal has changed from 7 years to 5 years and goals for manhole inspections are now set at 2 years. OCSD should consider updating these goals in the SSMP. OCSD may want to defer making these changes until performance metrics to track achievement of these goals is in place.Risk Assessment—OCSD does not currently have a means to continuously update collection system risk as new CCTV data is collected. This has evolved from being a best management practice to becoming a standard industry practice. For example, NASSCO recently incorporated a risk assessment methodology into the PACP standard. Also, off-the-shelf software with risk assessment functionality is readily available in the wastewater industry marketplace. July 31,2015 17 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL OCSD should evolve to towards having a continuously updated risk assessment for all pipes in the sewer system. One of the primary sources of likelihood of failure data is CCTV inspection data. As CCTV inspection data is collected and synchronized into OCSD's future CCTV repository database, OCSD will have the opportunity to update asset risk scoring to support maintenance and renewal decision-making. This can start with an update of the risk assessment framework, collection of consequence of failure data, and assessment of asset consequence of failure. OCSD can also begin to evaluate information system options for implementing a means to assess risk continuously. • Decision-Making Guidelines—OCSD currently evaluates the maintenance and renewal needs of sewer pipelines on a case-by-case basis. OCSD has the opportunity to develop a standardized approach to evaluating maintenance and CCTV data and determine maintenance and renewal actions (i.e., repair, replace, CIPP, upsize, etc.)to address asset deficiencies as maintenance and CCTV data is collected. OCSD also has the opportunity to implement information analysis tools to support maintenance and renewal decision-making and documentation. • Estimating Renewal Needs—OCSD has estimated long-term asset renewal needs and has incorporated these estimates into OCSD's budget and rate structure. These estimates were based on assumptions for useful life of collection system assets. OCSD has condition data for almost all collection system assets. OCSD should consider using this data to calculate actual asset reliability rates using available CCTV inspection data and then updating the renewal needs funding forecast. OCSD can then begin to understand whether the current funding level is adequate to sustain desired service levels and risk tolerances. • CCTV Inspection Schedule—OCSD has collected CCTV inspection data for almost all collection system gravity mainline assets. OCSD should consider moving towards a risk- based CCTV monitoring schedule for future inspections. High-risk pipes would be inspected more frequently (e.g. 5 to 10-year schedule) and low risk pipes less frequently (e.g., 10 to 20 year schedule). July 31,2015 1s Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Chapter 6—Design and Performance Provisions WDR Requirement: a. Design and construction standards and specifications for the installation of new sanitary sewer systems, pump stations and other appurtenances; and for the rehabilitation and repair of existing sanitary sewer systems; and b. Procedures and standards for inspecting and testing the installation of new sewers, pumps, and other appurtenances and for rehabilitation and repair projects. Audit Finding: The District is in compliance with the Design and Performance Provisions elements of WDR Provision D.13 and has appropriate design and construction standards and specifications as well as procedures and standards for inspection and testing of new sewers and rehabilitation and repair projects. • The District has implemented a process to continually update design and construction standards and specifications. o The District has formed an Engineering Department Advisory Council responsible for review and approval of design and construction standards. o Project managers for design and construction projects are required to provide a "lessons learned" report at the end of a project, which may include recommended changes to standard and specifications. o OCSD has a process in place for any staff member to provide input using an Engineering Field Feedback form and the Sharepoint document management system. o Standards have an assigned editor and an assigned owner. Changes are processed by a Standards Custodian, editors, and owners with processes for technical review and approval. o The District is considering changing how specifications are assigned to design staff to improve the update process. The process will enable staff to send comments on specifcations to both custodian and owner. The District should document this process change in the SSMP once implemented. • One of the recent improvements to the design standards is the requirement for design consultants to develop a bypassing plan for construction projects. In the past, the bypassing plan was developed during the construction phase of the project by the contractor. This is now developed during infrastructure design and included in the bid documents for the construction project.The District has developed a specification for temporary handling of flow during construction projects. Contractors are required to develop a spill response plan. One opportunity for improvement was identified during the audit: • Contractors are required to perform a quality assurance/quality control inspection of pipelines after construction work is completed. In the past, the District would then perform a baseline CCTV inspection. On some projects, the District is having the July 31,2015 19 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL contractor perform the baseline inspection. According to staff, OCSUS specification for the contractor (Spec 2730) does not require a PACP inspection. OCSD should update contractor specifications to require PACP inspection if the inspection is going to be used as a baseline inspection. Chapter 7—Overflow Emergency Response Plan WDR Requirement: Each Enrollee shall develop and implement an overflow emergency response plan that identifies measures to protect public health and the environment. At a minimum, this plan must include the following: a. Proper notification procedures so that the primary responders and regulatory agencies are informed of all SSOs in a timely manner; b. A program to ensure an appropriate response to all overflows; C. Procedures to ensure prompt notification to appropriate regulatory agencies and other potentially affected entities (e.g. health agencies, Regional Water Boards, water suppliers, etc.) of all SSOs that potentially affect public health or reach the waters of the State in accordance with the MRP. All SSOs shall be reported in accordance with this MRP, the California Water Code, other State Law, and other applicable Regional Water Board WDRs or NPDES permit requirements. The Sewer System Management Plan (SSMP) should identify the officials who will receive immediate notification; d. Procedures to ensure that appropriate staff and contractor personnel are aware of and follow the Emergency Response Plan and are appropriately trained; e. Procedures to address emergency operations, such as traffic and crowd control and other necessary response activities;and f. A program to ensure that all reasonable steps are taken to contain and prevent the discharge of untreated and partially treated wastewater to waters of the United States and to minimize or correct any adverse impact on the environment resulting from the SSOs, including such accelerated or additional monitoring as may be necessary to determine the nature and impact of the discharge. Audit Finding: The District is in compliance with the Overflow Emergency Response Plan requirement of WDR Provision D.13. The District has developed and implemented an overflow response capability, procedures, and training program to effectively respond to SSOs and to promptly communicate and notify responsible personnel and regulatory authorities as necessary. The Control Center staff has developed a training binder for training new Control Center staff on how to appropriately document and communicate customer calls for potential SSO events. The Control Center receives all calls to the District and is operated by a combination of full-time Control Center staff and treatment plant operations staff. Events are tracked in a Log Book and then transferred into CIWQS. In the past, service requests were created in CassWorks CMMS and are now created in Maximo CMMS. As soon as an SSO is confirmed by OCSD crews, the Control Center will send out a spill notification, which is transmitted via e-mail and text. Environmental Compliance is responsible for managing the notification e-mail distribution. The July 31,2015 20 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL recipients of the notification are responsible for reviewing, determining if action is needed, and responding to the event. Recipients will call Environmental Compliance or the Control Center to gather more information if necessary to determine if action is needed. Collection system maintenance crews are responsible for responding to the spill and addressing the event following spill response standard procedures. The crew will provide documentation of the event on a spill response field report along with pictures and other documentation as required. Documentation for the event, including maps, pictures, e-mails, and the field report is compiled by Facilities Support Services Division staff and entered into CIWQS as a draft report. Documentation for the SSO report is stored in the ECAP database. The spill volume for the event will be calculated by Facilities Support Services staff, unless the spill was caused by contractors working for another department. In this case the contracting department is responsible for calculating the spill volume. Environmental Compliance staff will perform a quality control review of the draft SSO report in CIWQS and will signify completion by changing the status to 'Ready to Certify'. The Collection Facilities and Support Services Manager or Collection System Maintenance Supervisor are primarily responsible for final certification of CIWQS SSO reporting. The Facility Support Services Director and OCSD General Manager are also able to certify SSO reporting in CIWQS, if required. In some cases, the SSO volume estimate may be revised after the SSO report is originally certified in CIWQS. In this case, the LRO will be notified to and the SSO report will be updated per CIWQS SSO reporting revision quidelines and process. During the audit interviews, the audit team selected three SSO reports randomly and reviewed reporting with OCSD staff during the audit interviews. SSO reporting for CIWQS SSO Event ID 797060, 808299, and 811188 were reviewed. Documentation for these SSOs including the initial call, field report, spill volume calculation, and certified CIWQS SSO report were stored in ECAP following reporting protocols. A detailed review of the CIWQS report for each of these SSOs noted the following: • CIWQS Spill ID 797060: Reports spill volume of 105 gallons with 0 gallons recovered and 38 gallons reaching surface waters. Final Spill Destination Explanation notes a portion of the spill had a final destination of "Native Soil". The audit team assumes this means a portion the spill was discharged to land. The volume discharged to land is shown as 0 gallons. Upon subsequent inquiry, staff explained the report was submitted prior to CIWQS updates that would have provided the data entry field to document discharges to land and therefore was properly documented at the time of submission. • CIWQS Spill ID 808299: Reports spill volume of 262 gallons with 262 gallons reaching land and 100 gallons recovered. The Final Spill Destination is indicated as Street/Curb and Gutter. The audit team assumes that 162 gallons soaked into the pavement or evaporated. The report does not include an explanation of the final spill destination to indicate what happened with the remaining 162 gallons. OCSD should consider including an explanation to clarify the final spill destination, as appropriate, in future reporting. July 31,2015 21 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL • CIWQS Spill ID 811188: Reports spill volume of 750 gallons with 300 gallons reaching surface waters and 450 gallons discharged to land. It is unclear whether the 450 gallons remained in the construction excavation hole and soaked into the ground. The report does not include an explanation of the final spill destination to indicate what happened with the 450 gallons discharged to land. OCSD should consider including an explanation to clarify the final spill destination, as appropriate, in future reporting. The audit team reviewed the Overflow Emergency Response Plan documentation provided in the SSMP and observed the following deficiencies: • SSMP Chapter 7 - SSMP Chapter 7 does not reference notification procedures and response protocols for sewer overflows caused by contractors working for the District. The District requires contractors to develop a Spill Prevention and Countermeasure Control Plan (SPCC Plan), which is not mentioned in the SSMP. The section should reference the District's requirement for contractors to develop a Spill Prevention and Countermeasure Control Plan in Chapter 7 of the SSMP and in SSMP appendices as applicable. If an SPCC Plan is not always required, then described any spill notification and response protocols required by the District or guidance provided by the District to contractors in the event an SSO occurs due to their activities. • 870-GEN-01 & 870-GEN-08 - The 870-GEN SSO response procedures are referenced but not included in the SSMP. These SOPS are key components of the Overflow Emergency Reponse Plan. The District should consider including these SOPS in the Volume II Appendix documents. • Appendix P2— Environmental Compliance SSO Response Procedure: Appendix P2 was last updated on February 10, 2011. On July 30, 2013, the State Water Resources Control Board issued Order No. WQ 2013-0058-EXEC amending the monitoring and reporting program for the WDR. Changes to the monitoring and reporting program are not reflected in Appendix P2. The OCSD website does include Sanitary Sewer Overflow Reporting Guidelines dated February 10, 2015 that do reflect changes in the monitoring and reporting program, yet these are not referenced in the SSMP. Staff has completed an update of the procedure and is awaiting final approval. Upon final approval, staff will update Appendix P2 on the OCSD website. • Appendix P3 — SSO Notiffcation Procedures: Appendix P3 was last updated on August 15, 2012. The document should be updated to reflect changes in monitoring and reporting requirements amended on July 30, 2013. For example, under the responsibilities overview, responsibilities for Category 1 and 2 SSOS are discussed, yet not for Category 3 SSOs. Staff has completed an update of the procedure and is awaiting final approval. Upon final approval, staff will update Appendix P3 on the OCSD website. • Appendix R — SSO Spill Estimation and Simulation Training: Appendix R was last updated on November 11, 2011. The OCSD website posts a Sewer Spill Estimation Guide that contains a more comprehensive set of spill volume estimation methods along July 31,2015 22 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL with a more detailed narrative description for how to utilize these methods. The SSMP should be updated to reference or incorporate this new information. With regards to spill response capabilities and training, OCSD has more than adequate training, equipment, and supplemental contractor support available to address large and complex sewer overflow events, if they occur. OCSD has created an SSO training facility and provides access to the facility for use by other agencies in the region. The Lido force main break is a good example of the ability of OCSD to manage a complex SSO response that incorporated a combination of OCSD staff to contain and manage flow, contractor bypass pumping, contractor traffic control, contractor CCTV, and contractor engineering support to solve the issue and repair the force main. Chapter S—FOG Control Program Plan WDR Requirement: Each Enrollee shall evaluate its service area to determine whether a FOG control program is needed. If an Enrollee determines that a FOG program is not needed, the Enrollee must provide justification for why it is not needed. If FOG is found to be a problem, the Enrollee must prepare and implement a FOG source control program to reduce the amount of these substances discharged to the sanitary sewer system. This plan shall include the following as appropriate: a. An implementation plan and schedule for a public education outreach program that promotes proper disposal of FOG; b. A plan and schedule for the disposal of FOG generated within the sanitary sewer system service area. This may include a list of acceptable disposal facilities and/or additional facilities needed to adequately dispose of FOG generated within a sanitary sewer system service area; C. The legal authority to prohibit discharges to the system and identify measures to prevent SSOs and blockages caused by FOG; d. Requirements to install grease removal devices (such as traps or interceptors), design standards for the removal devices, maintenance requirements, BMP requirements, record keeping and reporting requirements; e. Authority to inspect grease producing facilities, enforcement authorities, and whether the Enrollee has sufficient staff to inspect and enforce the FOG ordinance; f. An identification of sanitary sewer system sections subject to FOG blockages and establishment of a cleaning maintenance schedule for each section; and g. Development and implementation of source control measures for all sources of FOG discharged to the sanitary sewer system for each section identified in (0 above. Audit Finding: The District is in compliance with WDR requirements for a FOG Control Program and has a very effective program consisting of the following Components: • Consistent and effective source control of active permitted food service establishments (FSEs). • Implementation of GIS information tools to support FOG investigations. July 31,2015 23 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL • Aggressive sewer cleaning of all areas known to have a history of FOG issues. • An effective public outreach education program for proper disposal of FOG through education at public events, website, social media, and newletlers. The District increases promotion prior to holiday events where grease can be an issue (e.g., Thanksgiving and Christmas holidays). • A FOG ordinance providing adequate FOG enforcement authorities. • Adequate staffing to accomplish FOG program inspections and enforcement as required. • Close coordination between source control and collection system operations and maintenance staff to investigate FOG issues and determine appropriate source control and maintenance corrective actions to address issues. Since January 2010, the District has only experienced three (3) grease-related SSOs with only 109 gallons spilled. Grease-related SSO contribute 0.17 SSOs per 100 miles per year on average in the District's sewer system overall. All of the grease-related SSOs are occurring in the local sewer system. Grease-related SSOs in the local sewer system contribute 0.51 SSOs per 100 miles per year in that portion of the sewer system and over the past two years have not contributed any SSOs. Overall, this is an indicator that the current FOG Control Program is effective at controlling grease issues in the sewer mainlines. Table 7 shows the number of grease-related SSOs in the District's sewer system since 2010. Table 7:Grease-Related SSOs Year 2010 2011 2012 2013 2014 2015 1 Total YTD Number of Grease-related SSOs 1 1 1 0 0 0 3 Chapter 9—System Evaluation and Capacity Assurance Plan WDR Requirement: The Enrollee shall prepare and implement a capital improvement plan (CIP) that will provide hydraulic capacity of key sanitary sewer system elements for dry weather peak flow conditions, as well as the appropriate design storm or wet weather event. At a minimum, the plan must include: a. Evaluation:Actions needed to evaluate those portions of the sanitary sewer system that are experiencing or contributing to an SSO discharge caused by hydraulic deficiency. The evaluation must provide estimates of peak flows (including flows from SSOs that escape from the system) associated with conditions similar to those causing overflow events, estimates of the capacity of key system components, hydraulic deficiencies (including components of the system with limiting capacity) and the major sources that contribute to the peak flows associated with overflow events; b. Design Criteria: Where design criteria do not exist or are deficient, undertake the evaluation identified in (a) above to establish appropriate design criteria; and C. Capacity Enhancement Measures: The steps needed to establish a short- and long-temi CIP to address identified hydraulic deficiencies, including prioritization, alternatives analysis, July 31,2015 24 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL and schedules. The CIP may include increases in pipe size, 1/1 reduction programs, increases and redundancy in pumping capacity, and storage facilities. The CIP shall include an implementation schedule and shall identify sources of funding. d. Schedule: The Enrollee shall develop a schedule of completion dates for all portions of the capital improvement program developed in (a)-(c) above. This schedule shall be reviewed and updated consistent with the Sewer System Management Plan (SSMP) review and update requirements as described in Section D. 14. Audit Finding: Overall, the District's approach to system evaluation and capacity assurance has proven to be effective, as evidenced by no capacity-related SSOs occurring since before January 2007. The District is in compliance with the System Evaluation and Capacity Assurnance element of the SSMP. The District performed a system evaluation and capacity assurance analysis and developed a plan to address deficiencies identified as part of the 2006 Strategic Plan Update in 2006. This analysis was reviewed and updated as part of the development of the 2009 Facilities Plan. The evaluation performed as part of the 2006 Strategic Plan Update identified design criteria for system evaluation and capacity assurance. Projects identified to address capacity issues in 2006 were reviewed in 2009 and in some cases were eliminated or deferred indefinitely due to revisions in flow projections or corrections/changes to the modeled network. OCSD has implemented activities to manage flows in areas with known capacity issues. Activities to manage flows include flow diversion, flow bypass, and field monitoring by OCSD staff during high flow events. Flow management protocols are also incorporated into the District emergency response procedures. The District has also incorporated high flow scenarios in emergency response preparedness exercises. The District should consider developing a plan or process for field monitoring, or documenting on-going flow management and field monitoring activities, of current potential hydraulic deficiencies that are not scheduled for corrective action via CIP projects . Since surcharging or overflows are generally not expected to occur in these sewers, except under extreme rainfall events exceeding the design storm, monitoring should focus on wet weather periods exceeding design storm conditions. One monitoring approach is to install inexpensive passive surcharge monitors that record only the highest water level, and check and re-set them only after major storm events. A single strategically-place monitor should be adequate for each deferred project. Use the findings from the monitoring program to make decisions on if and when to implement the related capacity projects. The SSMP and referenced documents such as the 2006 Strategic Plan Update, the 2009 Facilities Plan, and Fiscal Year Budgets describe capital improvement projects for capacity enhancement. Some of the identified projects have been completed and others deferred for a variety of reasons. It is not easy to determine the status of each project because the information is contained in various documents. The District should consider updating the table in Appendix M that lists all the capacity-related CIP projects that were identified in the 2006 Strategic Plan Update, the 2009 Facilities Plan, or in other studies. Include the original source of the recommendation to perform the project. Document the schedule and status of each project. For July 31,2015 25 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL projects that have been deferred and/or are not currently included in the District's CIP, the table should include the reason for the deferral (e.g., reduced flows, lower growth projections, acceptable level of risk, etc.). This table should be updated annually and included in the SSMP. Evaluation OCSD's Capital Improvement Program is updated annually, in the fall for budgeting purposes. The updates includes a validation of the hydraulic model, adding any new conditions that have occurred over the past year. The model is validated against any recent wet weather events, however in recent years there have been only minor storms. The District uses long term flow information from before 2006. A climate change study is currently underway to assess impacts on their system. The District anticipates performing a comprehensive update of the Sewer Master Plan starting in 2016. The District is planning to include an I&I evaluation and monitoring of dry weather flows to re-calibrate the hydraulic model. OCSD has seen a decrease in sewage flows associated with economic conditions and water conservation efforts of the local water agencies. OCSD also has very strict/robust bypass requirements for construction projects, to minimize risk of spills. OCSD does permit dry weather urban run off diversions, which are assessed for hydraulic flow and capacity issues and approved on a case by case basis. Once a project is identified to address a capacity deficiency by the OCSD Planning Division, the project moves to the Design group for prioritization. The schedule and budget for that project is managed by Division 750 (Project Management). Operational changes can impact capacity availability, e.g. diversion of sewage from one service area to another. The Hydraulic Model is run in those cases to assess ability of the system to handle diverted flows. Design Criteria Design criteria are stated in Appendix M for the evaluation and redesign of existing pipe. Design criteria cover the depth to diameter ratio and allowable surcharge based on depth of pipe, using a 10-year design storm. OCSD's design criteria represent the goal for the project, and during design or redesign, that goal is sometimes not attainable due to the specific site conditions. Those issues are brought to the attention of the Design Group Managers and any variances from the design criteria are discussed and documented in a technical memorandum. Capacity Enhancement Measures OCSD maintains a short and long term CIP, prioritized in the schedule based on need and available funding. Priorities are checked annually during the budgeting process. Project justification descriptions identify whether a project is capacity related, or partially capacity related. In 2006, OCSD established Ordinance OCSD-27, which instituted a consolidated revenue district and applies fees and charges uniformly throughout the service area, with the exception of IRWD (Revenue Area 14) which is fully funded by IRWD. OCSD uses an empirical model to July 31,2015 26 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL distribute its available revenues among projects, and develop schedules for the CIP components. Schedule The CIP is updated annually. The most recent update is dated October 2014 and is included in the current version of the SSMP posted to the OCSD website. The list indicates the reference number and name of the project and anticipated fiscal year for the start of the project. Those projects that have been started are noted as on-going. OCSD uses an empirical model to distribute its available revenues among projects, and develop schedules for the CIP components. Chapter 10—Monitoring, Measurement, and Program Modifications WDR Requirement: The Enrollee shall., a. Maintain relevant information that can be used to establish and prioritize appropriate Sewer System Management Plan (SSMP) activities; b. Monitor the implementation and, where appropriate, measure the effectiveness of each element of the SSMP; C. Assess the success of the preventative maintenance program; d. Update program elements, as appropriate, based on monitoring or performance evaluations;and e. Identify and illustrate SSO trends, including: frequency, location, and volume. Audit Findings: The District is maintaining relevant information that is used to establish and prioritize appropriate SSMP activities. The District is out of compliance with the WDR MRP requirements since a log has not been created documenting the changes to the SSMP occurring since September 9, 2013, the date the amended Monitoring and Reporting Program requirements (WQ 2013-0058-EXEC) went into effect requiring changes to the SSMP to be documented in a log and attached to the SSMP. Overall SSMP Performance: The primary indicators utilized to measure and monitor the success of SSMP implementation include the following performance indicators: • SSOs per 100 miles per year: Goal is less than 2.1 SSOs per 100 miles per year • Time to contain flow: Goal is to contain SSOs within 5 hours. • SSO response time: Goal is to respond to all SSOs within 1 hour of notification. Each of these indicators are tracked and communicated to the District Managers and District Board monthly. Organizational units responsible for various SSMP elements and SSMP activities are tracking relevant data required to manage operational units, SSMP programs, and system performance. Operations and Maintenance Program: In January 2015, the District began tracking and assessing the success of operations and maintenance work activities using the Maximo Computerized Maintenance Management System (CMMS). The District has a standard July 31,2015 27 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Collections Metrics Report that summarizes work order data for various maintenance activities to support overall management of collection system maintenance. CCTV inspection data is stored in a CCTV repository database. Pump station reliability data is stored in separate reliability software database. The manager of the Division 340 - Facilities and Support Services Division (FSSD) meets with supervisors responsible for all aspects of the collection system maintenance program individually every two weeks and as a management team every two weeks to discuss status of activities assigned, upcoming activites, issues, etc. Through these meetings, activities between various maintenance units are coordinated. The success of the preventive maintenance program is being discussed at some level on a weekly basis. Appendix 11 of the SSMP entitled Preventative Maintenance Program, specifies collection system maintenance output goals. These goals are summarized in Table 8. Staff indicated verbally that these commitments are being achieved, yet data, at the time of the audit, was not readily available to validate this. Moving forward, OCSD may want to focus efforts on improving the ability to provide documentation verifying SSMP commitments are being achieved. As OCSD's implementation of new information systems used to track maintenance activities continues to mature, OCSD should consider developing performance metrics and reporting systems to track achievement of these goals on a monthly basis. Table 8:Summary of Maintenance Outputs Specified in SSMP Appendix 11 —Preventive Maintenance Program Activity Frequency(months) Asset Type Cleaning Inspection Exercise Gravity Pipe 12-inches and smaller Higher risk 12 60 Lower risk 18 60 Greater than 12-inches and less than or equal to 42-inches 60 84 Greater than 42-inches Note 1 84 Siphons and trouble spot gravity pipe 1 to 9 Manholes Note 2 Pressure sewers Isolation valves 3 and Pumping Air/vacuum release valves Facilities 6 Note 1:Cleaned as required based on CCTV results. Note 2:Manholes are inspected as part of gravity sewer inspection Overflow Emergency Response: In addition to the SSO response activities tracked in the Cassworks CMMS and now the Maximo CMMS, the District relies on the SWRCB CIWQS database to store SSO event and reporting data. Supporting SSO documentation (pictures, forms, calculations, etc.) is stored on a District server. Fats, Oils, and Grease Control Program: FOG Program inspection information is tracked in the District's FOG Program database. This database tracks all active FOG Program permits, scheduled inspections, follow-up inspections, inspection results, FOG program violations, and enforcement activities. July 31,2015 28 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Sewer Repair, Rehabilitation and Replacement Program: Historically, the District tracked sewer repair activities in the CassWorks CMMS, and currently is tracking sewer repairs using the Maximo CMMS. Sewer rehabilitation and replacement is tracked in the GIS as part of the GIS update process. Prior to the GIS update, rehabilitation and replacement of specific assets is tracked by project either by Engineering or Contracts Support Services. System Evaluation and Capacity Assurance Program: The District tracks the implementation of system evaluation and capacity assurance program recommendations on a project by project basis. These projects are being implemented over a long-term horizon and tracking is documented in the SSMP in Appendix M, Table 1-3. The technical memorandum was last updated on October 8, 2014. Asset Management Improvement Program: The District has an active Asset Management Improvement Program with long-term, medium-term, and short-term strategies for managing asset reliability. OCSD is currently developing and implementing the processes required to more accurately predict funding required for long-term asset reliability and sustainability. The District's current long-term funding predictions are based on best professional judgement at this time. In the medium-term, CIP funding is reviewed annually based on the projects identified and prioritized to address system reliability needs. In the short-term, projects are delivered by either a maintenance unit, Facilities Engineering Division, of the Engineering Department depending on urgency, scope, and priority. The District has a Clearinghouse committee that coordinates project delivery between the various groups. Program Modifications: The SSMP was last certified in March 2012. The amended Monitoring and Reporting Program (Order No. WQ 2013-0058-EXEC) requires documentation of SSMP updates. Records are not attached to the SSMP documenting all changes made to the SSMP since its last certification indicating when subsections were changed or updated and who authorized the change or update. OCSD should document all changes to the SSMP that have occurred since September 9, 2013, when the amended Monitoring and Reporting Program went into effect, and attach the log to the SSMP. Chapter 11 —SSMP Program Audits WDR Requirement: As part of the SSMP, the Enrollee shall conduct periodic internal audits, appropriate to the size of the system and the number of SSOs. At a minimum, these audits must occur every two years and a report must be prepared and kept on file. This audit shall focus on evaluating the effectiveness of the SSMP and the Enrollee's compliance with the SSMP requirements identified in this subsection (D.13), including identification of any deficiencies in the SSMP and steps to correct them. Audit Findings: The District conducted an SSMP audit during March and April of 2013 and finalized an audit report on April 25, 2013. The audit assessed the effectiveness of the SSMP implementation and identified deficiencies in the SSMP and steps to correct them. This audit serves as the District's 2015 SSMP audit. The District's 2015 SSMP audit was originally due on April 25, 2015, two years after the previous audit. In 2013, OCSD contracted with a firm to provide the 2013 SSMP audit with the option to use the contract to perform the subsequent two audits. In January 2015, OCSD staff responsible for the SSMP audit process contacted the fine July 31,2015 29 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL that performed the 2013 SSMP audit and the firm declined to perform the 2015 SSMP audit. After considering using in-house resources to perform the 2015 SSMP audit to meet the deadline, OCSD staff decided to move forward with hiring a 3" party consultant to perform the audit. On February 11, 2015, OCSD issued a Request for Bid for Waste Discharge Requirement/Sewer System Management Plan Audit, Specification No. S-2015-658 with bids due on March 19, 2015. In early March 2015, OCSD concluded the the audit process would require additional time and requested an extension from the SWRCB to provide the time necessary to utilize a V party consultant to perform the 2015 SSMP audit. On March 10, 2015, OCSD sent an e-mail to SWRCB staff requesting an extension to the SSMP audit deadline from April 25, 2015 to July 31, 2015. SWRCB staff SWRCB staff accepted the deadline extension request and recommended OCSD include a brief explanation on why the audit would be a few weeks late. The paragraph above serves as the explanation. On March 31, 2015, OCSD selected and began the process to contract with a firm to perform the 2015 SSMP audit. OCSD completed the contracting process in early May 2015 and the 2015 SSMP audit kickoff meeting was held on May 7, 2015. Audit interviews were conducted starting on May 19, 2015 and concluded on June 22, 2015. The final report was completed on July 31, 2015 meeting the deadline extension accepted by the SWRCB.The District is in compliance with the SSMP Program Audit element. Facilties Support Services Division staff has created a calendar reminder to trigger an audit schedule review by the WDR/SSMP audit Subject Matter Expert 7 months in advance of the audit deadline, which will provide enough time to implement OCSD's Environmental Auditing Procedure TS-ECRA-SOP-011 and complete the next WDR/SSMP audit on time by July 31, 2017. Specific deficiencies related to the SSMP audit element includes: • The Audit Closeout Memo in Appendix Y was not updated. It is not clear whether or how the audit findings from the 2013 WDR audit were addressed. The District should consider updating the Audit Closeout Memo in Appendix Y after closeout of the 2015 WDR/SSMP audit is complete. If the District chooses not to update the Audit Closeout Memo then the District should consider updating the SSMP to remove the previous Audit Closeout Memo. An observation and opportunity for improvement for the SSMP Audit element includes: • ECAP is sending notifications to staff requesting review and update of SSMP sections. It is not clear who the administrator is for the WDR in ECAP and whether these notifications are staying updated. OCSD should develop a procedure for update of the SSMP similar to the Environmental Compliance procedure included in Appendix X1 of the SSMP. This new procedure should document the roles and responsibilities of all staff involved in the SSMP update process, who is responsible for ECAP notifications, and the person responsible for holding staff accountable for the SSMP update process. July 31,2015 30 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Chapter 12—Communication Program WDR Requirement: The Enrollee shall communicate on a regular basis with the public on the development, implementation, and performance of its SSMP. The communication system shall provide the public the opportunity to provide input to the Enrollee as the program is developed and implemented. The Enrollee shall also create a plan of communication with systems that are tributary and/or satellite to the Enrollee's sanitary sewer system. Audit Finding: The District is in compliance with WDR requirements for a Communication Program. The District has a Sanitary Sewer Overflow webpage dedicated to providing the public with information regarding the WDR, OCSD's SSMP, and sewer overflow reporting. The webpage has: 1. Description of sewer responsibility and sewer overflow definition. 2. Information about the State Water Resource Control Board (SWRCB)WDR and a link to the WDR on the State Water Resources Control Board website. 3. Description of OCSD's SSMP and a link to the document on the OCSD Doc Central. 4. Information regarding SSO reporting and links to the SWRCB California Integrated Water Quality System (CIWQS)website and spill maps. 5. Information regarding the Orange County WDR General Committee meeting. 6. Contact information for key OCSD staff involved with the WDR. The District has formed two periodic meetings to communicate with tributary agencies including the WDR Steering Committee and the OC WDR General Meeting. These meetings occur every two months and consist of representatives of the District and all agencies with a collection systems tributary to OCSD's regional system. These meetings cover a range of topics related to the WDR and serve as an effective means for OCSD to communicate with tributary agencies. A list of upcoming meetings for each of these groups is can be found at htto://www.ocsd.com/about-ocsd/calendar. July 31,2015 31 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Strengths and Implementation Accomplishments Documenting the strengths and implementation accomplishments of the SSMP is as important as determining the deficiencies and corrective actions. The District should recognize the areas of strength in sewer system management as well as continue building upon success in these areas. Table 9 includes the strengths and implementation accomplishments that were identified during the audit. Table 9:Strengths and Implementation Accomplishments WDR Provision Strengths and Implementation Accomplishments D.13(ii)- Organization The District has assigned roles and responsibilities for development and implementation of the SSMP and staff have been effective at implementing key elements of the SSMP. D.13(iii)— Legal The District has ordinances and design guidelines providing the Authority District with the authority to: • Prevent illicit discharges; • Require sewers to be property designed and constructed; • Limit discharge of fats, oils, and grease, and; • Enforce violations of sewer ordinances. DA 3(iv)—Operations The District has sustained an SSO rate in the sewer system of and Maintenance less than 1.36 SSOs per 100 miles of sewer pipelines per year Program over the last five years, placing OCSD in the category of high- performing sewer systems. The Operations and Maintenance Program is a key contributor to the high level of SSO performance achieved in the last five years through: • An aggressive sewer cleaning program in the local sewer system which focuses aggressive sewer cleaning in pipelines with historical maintenance issues and cleaning of all other pipes at least once every year; • A five-year cleaning cycle for all regional sewers less than or equal to 42-inch diameter and more frequent cleaning of known problem regional sewer pipe segments. Trouble spots and siphons are cleaned every 4 weeks to 3 months based on historical cleaning needs, which may include pipe segments larger than 42-inch diameter. • CCTV inspection of all pipes with sewer overflows, blockages, or severe maintenance issues to determine an appropriate maintenance strategy and identify repair or rehabilitation needs. July 31,2015 32 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Strengths and Implementation Accomplishments • Systematic CCTV inspection of the sewer system on an 5- year cycle beginning with the problematic and older portions of the system. This systematic approach enables OCSD to identify structural deficiencies in the early stages of deterioration and to monitor these deficiencies and determine appropriate corrective actions. • A well developed collection system asset management program documenting assumed life expectancies for collection system assets and projecting future refurbishment and replacement funding to maintain level of service goals. Based on this effort, the District has the funding in place to perform the repair, rehabilitation, and replacement as necessary to address system condition-related deficiencies. • Well-trained collection system employees with all employees above the Maintenance Worker classification maintaining CWEA Collection System Maintenance certifications at or above levels required for their position. • Accurate and up-to-date mapping of the sewer system to support SSO response and preventive maintenance activities. District response crews also have access to stormwater drainage system mapping to support sewer overflow response and recovery. • A pump station maintenance and inspection program with a well-defined maintenance schedule, documented standard operating procedures, checklists, and daily SCADA data review. • Baseline CCTV inspection of all new pipe upon acceptance of new construction. D.13(iv)(c)—Operations The District has implemented a pump station reliability program and Maintenance that currently performs vibration analysis, oil analysis, and Program thermography on pump station equipment. This analysis can lead to additional monitoring, maintenance, repair, and in some cases replacement of pump assets. The District has just started utilizing ultrasound to support similar types of decisions. Collection and use of reliability data to support maintenance and renewal decisions is a best practice. D.13(vi)(c)—Overflow The District has documented and trained staff on procedures Emergency Response and process for SSO notifications and communication (SSMP Plan Appendices P2 and P3). July 31,2015 33 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Strengths and Implementation Accomplishments D.13(vii)— FOG Control The District has a very effective program for fats, oils, and Program grease (FOG) blockage Control including: • Consistent and effective source control of active permitted FSEs. • Implementation of GIS information tools to support FOG investigations. • Aggressive sewer cleaning of all areas known to have a history of FOG issues. • An effective public outreach education program for proper disposal of FOG through education at public events, website, social media, and newsletters. The District increases promotion prior to holiday events where grease can be an issue (e.g., Thanksgiving and Christmas holidays). • A FOG ordinance providing adequate FOG enforcement authorities. • Adequate staffing to accomplish FOG program inspections and enforcement as required. • Close coordination between source control and collection system operations and maintenance staff to investigate FOG issues and determine appropriate source control and maintenance corrective actions to address issues. D.13(ix)— Monitoring, The District is tracking SSO performance indicators and is Measurement, and communicating these to District Managers and District Board Program Modifications monthly. D. 13 (viii)—System The District has not experienced any capacity-related sewer Evaluation and Capacity overflows in the past eight years. Assurance Program D.13(x)—SSMP The District successfully completed an SSMP Audit and Update Program Audits cycle. The District conducted an SSMP audit in early 2013. The audit assessed the effectiveness of the SSMP implementation and identified deficiencies in the SSMP and steps to correct them. July 31,2015 34 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Compliance, SSMP Deficiencies and Corrective Actions Several deficiencies were identified during the audit and are in this Section along with recommended corrective actions. Deficiencies were divided into three categories and assigned a deficiency type code. The deficiency categories are coded and defined as shown in Table 10: Table 10:Deficiency Definitions Deficiency Deficiency Type Deficiency Definition Type A Non-Compliance A process or outcome resulting in the SSMP not currently being in compliance with the WDR/SSMP requirements. B-major Major Non-Conformance Moderate to high likelihood that a statement in the SSMP is not fully conformed. Moderate to high likelihood the deficiency may impact the success of the SSMP and/or program performance. B-minor Minor Non-Conformance Low likelihood that a statement in the SSMP is not fully conformed. Low likelihood the deficiency may impact the success of the SSMP and/or program performance. WDR Compliance This audit found one compliance issue related to the documentation of changes to the SSMP that have occurred since the amended Monitoring and Reporting Program requirements went into effect on September 9, 2013. SSMP Deficiencies and Corrective Actions The following tables document the SSMP deficiencies identified as a result of the audit along with recommended corrective actions. July 31,2015 35 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Table 11:Major and Minor Non-Conformance Deficiencies and Recommended Corrective Actions WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(ii)— The SSMP Program Organization Chart is Update the SSMP Organization Chart in the B-minor Organization missing three OCSD staff responsible for key SSMP to include OCSD staff that are responsible elements of OCSD's SSMP Program. for key elements of the SSMPProgram. Update the Organizational Narrative to incorporate • James Cabral - Responsible for pump positions at OCSD responsible for key elements station mechanical equipment of the SSMP Program. operations and maintenance • Wendy Smith—Responsible for collection system asset management planning and implementation • William Cassidy— Responsible for managing collection system contract services including sewer cleaning in local sewers and all CCTV inspection contracts. Of these three staff,Wendy Smith's position and James Cabral's position are not represented in the Organizational Narrative. July 31,2015 36 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(ii)— CIWQS lists four OCSD staff as"Onsite Update the SSMP, as appropriate, to identify who B-minor Organization Manager also referred to as Legally in the organization is designated as a Legally Responsible Officials (LRO). There are the only Responsible Official in the CIWQS database. individuals that can certify SSO reports in CIWQS. The SSMP only identifies Mark Esquer as an LRO. The SSMP does not identify the other three individuals as having these roles (James Herberg, Nick Arhontes, and John Gonzalez). July 31,2015 37 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(ii)— Several of the title descriptions on staff Create consistency between title descriptions on B-minor Organization identified in the SSMP Program Organizational the SSMP Program Organization Chart and the Chart are dissimilar from the title descriptions in Organization Narrative documents. For example, the Organizational Narrative creating confusion on the SSMP Program Organizational Chart, when linking the two documents together. Ingrid Hellebrand is shown as a Sr. Staff Analyst, Similarly, the role designations on the SSMP while on the Organizational Narrative she is Program Organizational Chart do not always shown as Sr. Public Information Specialist. align with the SSMP Responsibility on the Organizational Narrative. With regards to the role designations on the SSMP Program Organizational Chart and SSMP Responsibility on the Organizational Narrative. One way to address this would be to include the exact wording contained in the role description from the SSMP Organizational Chart in the SSMP Responsibility narrative. For example, for the Sr. Public Information Specialist the narrative could read: Communications: Responsible for liaising with the Public Affairs division staff to ensure OCSD's SSMP is available to the public and the public has input. July 31,2015 38 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D. 13 (ii)- An additional position(i.e., Engineering Update Appendix C to address. B-minor Organization Supervisor, Collection Facilities Division or designee of the LRO) is included in the Appendix C - Organizational Narrative that is not included in the SSMP Program Organizational Chart. This position is the WDR Subject Matter Expert as defined in the District's Environmental Auditing Procedure TS-ECRA-SOP-011 included as Appendix X1 of the SSMP and is responsible for managing the WDR/SSMP audit. D. 13 (ii)- The Organizational Narrative incorrectly Update Appendix C to address. B-minor Organization identifies the Principal Environmental Specialist —Management Services Team as responsible for the SSMP audit, yet this position is only responsible for updating the status of the audit in ECAP. The District should update the Organization Narrative and SSMP Program Organizational Chart to reflect these responsibilities. July 31,2015 39 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D. 13(iv)— In October 2014, the District's MS Access Follow through with the evaluation and purchase B-major Operations and CCTV database exceeded the database size of a new CCTV software to serve as the CCTV Maintenance limit and would not accept any new records. data repository. Migrate historical CCTV data into Program The District is in the process of creating a the new CCTV repository. Request for Proposals to purchase a off-the- shelf CCTV software to serve as the future repository of CCTV inspection data. In the meantime, CCTV data collected is being summarized for each inspection and loaded into a spreadsheet. According to staff, almost all CCTV data collected is coded using PACP coding standards. A quick review of the MS Access CCTV Database tables indicates the table structure and database format is not currently in PACP database format. OCSD will need to transform that data into a format that can be migrated into the future CCTV repository database. July 31,2015 40 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(vi)— Appendix P2 was last updated on February 10, Update Appendix P2 in the version of the SSMP B-minor Overflow 2011. On July 30, 2013, the State Water provided on the OCSD website as the official Emergency Resources Control Board issued Order No. WQ SSMP document once the updated procedure is Response Plan 2013-0058-EXEC amending the monitoring and approved. reporting program for the WDR. Changes to the monitoring and reporting program are not reflected in Appendix P2. The OCSD website does include Sanitary Sewer Overflow Reporting Guidelines dated February 10, 2015 that do reflect changes in the monitoring and reporting program, yet these are not referenced in the SSMP. Staff has completed an update of the procedure and is awaiting final approval. D.13(vi)— Appendix P3 was last updated on August 15, Update Appendix P3 in the version of the SSMP B-minor Overflow 2012. The document should be updated to provided on the OCSD website as the official Emergency reflect changes in monitoring and reporting SSMP document once the updated procedure is Response Plan requirements amended on July 30, 2013. For approved.. example, under the responsibilities overview, responsibilities for Category 1 and 2 SSOs are discussed, yet not for Category 3 SSOs. Staff has completed an update of the procedure and is awaiting final approval. July 31,2015 41 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(vi)— Appendix R was last updated on November 11, Appendix R should be updated to incorporate this B-minor Overflow 2011. The OCSD website posts a Sewer Spill new information. Emergency Estimation Guide that contains a more Response Plan comprehensive set of spill volume estimation methods along with a more detailed narrative description for how to utilize these methods. The SSMP should be updated to reference this new information. D.13(vi)— The 870-GEN SSO response procedures are Include the 870-GEN SSO response SOPS in the B-minor Overflow referenced but not included in the SSMP. Volume II Appendix documents. Emergency These SOPS are key components of the Response Plan Overflow Emergency Reponse Plan. D.13(vi)(c)- The SSMP Chapter 7 does not reference Reference the Districts requirement for B-minor Overflow notification procedures and response protocols contractors to develop a Spill Prevention and Emergency for sewer overflows caused by contractors Countermeasure Control Plan in Chapter 7 of the Response Plan working for the District. The District requires SSMP and in SSMP appendices as applicable. If contractors to develop a Spill Prevention and an SPCC Plan is not always required, then Countermeasure Control Plan (SPCC Plan), described any spill notification and response which is not mentioned in the SSMP. protocols required by the District or guidance provided by the District to contractors in the event an SSO occurs due to their activities. July 31,2015 42 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13(viii)(a)— SSMP describes the District's periodic master Describe the District's ongoing modeling and B-minor System planning process, but does not describe the capacity analysis process in next update of the Evaluation and process used by District staff to review major SSMP. Capacity development proposals, apply the model as Assurance Plan needed to evaluate impact on hydraulic capacity, and update the model and its flows as new information becomes available. D.13(viii)(a)— References and design criteria information Update the Design Criteria narrative provided in B-minor System provided in the SSMP are not current. the SSMP. Update dates of reference documents Evaluation and for documents that have been revised. Capacity Assurance Plan July 31,2015 43 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13 viii (c,d)— Based on the work performed for the 2009 Consider developing a plan or process for field B-minor System Facilities Plan, some of the capacity projects monitoring, or document on-going flow Evaluation and recommended in 2006 have been eliminated or management and field monitoring activities, of Capacity deferred indefinitely on the basis of revisions to current potential hydraulic deficiencies that are not Assurance Plan flow projections or corrections/changes to the scheduled for corrective action via CIP projects. modeled network. However, some projects that Since surcharging or overflows are generally not were determined in 2006 to present a likelihood expected to occur in these sewers except under of overflow under current development extreme rainfall events, monitoring should focus conditions during a 10-year wet weather event on wet weather periods. One monitoring have been deferred indefinitely, even though approach is to install inexpensive passive subsequent modeling analysis has confirmed surcharge monitors that record only the highest the original hydraulic deficiency. Although the water level, and check and re-set them only after 2009 Facilities Master Plan calls for those major storm events. A single strategically-place potential deficiencies to be monitored, there is monitor should be adequate for each deferred no documentation that any monitoring is being project. Use the findings from the monitoring performed. program to make decisions on if and when to implement the related capacity projects. July 31,2015 44 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D.13 viii (d)— SSMP and referenced documents such as the Update the table in Appendix M that lists all the B-minor System 2006 Strategic Plan Update, the 2009 Facilities capacity-related CIP projects that were identified Evaluation and Plan, and Fiscal Year Budgets describe capital in the 2006 Strategic Plan Update, the 2009 Capacity improvement projects for capacity Facilities Plan, or in other studies. Include the Assurance Plan enhancement. Some of the identified projects original source of the recommendation to perform have been completed and others deferred for a the project. Document the schedule and status of variety of reasons. It is not easy to determine each project. For projects that have been deferred the status of each project because the and/or are not currently included in the District's information is contained in various documents. CIP, the table should include the reason for the deferral (e.g., reduced flows, lower growth projections, acceptable level of risk, etc.). This table should be updated annually and included in the SSMP. D. 13 (ix)— The SSMP was last certified in March 2012. Create a log of changes to the SSMP that have A Monitoring, The amended Monitoring and Reporting occurred since the amended Monitoring and Measurement, Program (Order No. WQ 2013-0058-EXEC) Reporting Program went into effect in 2013. and Program requires documentation of SSMP updates. Incorporate this documentation into the SSMP as Modifications Records are not attached to the SSMP required. documenting all changes made to the SSMP since its last certification indicating when subsections were changed or updated and who authorized the change or update. July 31,2015 45 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Identified Deficiency Recommended Corrective Action Deficiency Type D. 13 (x)— The Audit Closeout Memo in Appendix Y was Update the Audit Closeout Memo in Appendix Y to B-minor SSMP Program not updated after the 2013 WDR Audit. It is not reflect the decisions and changes resulting from Audits clear whether or how the audit findings from the this 2015 WDR Audit. If the District chooses not to previous audit were addressed. update the Audit Closeout Memo then the District should consider updating the SSMP to remove the previous Audit Closeout Memo. July 31,2015 46 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Other Findings and Opportunities This section includes other findings and opportunities for improvements not linked directly to issues of compliance or conformance with the WDR. These are ideas which resulted from the audit and are presented for the District's consideration. Table 12:Other Findings and Opportunities WDR Provision Finding Opportunity D.13(iii)(c)— Section 4.1 (c) of the SSMP discusses access for In the next update of the SSMP, add verbiage to the Legal Legal Authority maintenance, inspection, or repairs for portions of the Authorities section to clearly state the District does not lateral owned by OCSD. This section misses an own and is not responsible for maintenance or repair of opportunity to clearly state that the District does not own any portion of the service laterals connecting private and is not responsible for maintenance of the laterals properties to local sewers. Clarify the distinction between connecting private buildings to local sewers and therefore service laterals connecting private buildings to OCSD does not require access for maintenance, inspection, or sewers versus "laterals"connecting tributary collection repairs of those laterals. systems to OCSD sewers. Update the SSMP to reference California Civil Code 831 as well as the District's Sewer Connection Application and Permit that is the basis for a contract between the District and property owners. The current version of the Sewer Connection Application and Permit clearly states OCSD is not responsible for ownership or maintenance of the street sewer lateral. The District may want to consider incorporating version control into the Sewer Connection Application and Permit form. D. 13 (ii)— Internal Stakeholder Meetings did not occur after the last Either re-establish internal stakeholder meetings or Organization audit. In the past, these meetings served to support develop a new way to drive accountability or addressing increased accountability for addressing WDR audit identified program deficiencies and SSMP updates. deficiencies and updates to the SSMP. July 31,2015 47 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Finding Opportunity D.13(iv)(b)— Over the past four years, the District has collected The District has the opportunity to analyze this data to Operations and multiple data points for every asset in the local sewer optimize cleaning frequencies for local sewer system Maintenance system. pipes. The overall goal of this analysis would be to Program— determine appropriate cleaning frequencies for individual Preventive • Four or more recent completed cleaning work sewer segments that would not increase risk of blockage Maintenance orders with maintenance feedback indicating type or overflow. Analysis may reveal that many of the and severity of material found during cleaning. segments cleaned and/or inspected over the past four One CCTV inspection focused on condition years show no sign of maintenance issues. These assessment and potentially a second inspection segments could potentially be cleaned on a less frequent for cleaning quality control. basis with no increase in risk of blockage or overflow. Alternatively, segments with indications of maintenance issues can remain at a 12-month cleaning frequency or be cleaned more frequently. D. 13 (iv)— During interviews staff indicated that trouble spot pipe OCSD should consider tracking a metric to identify the Operations and schedules are regularly added, removed, or modified as number of schedule changes made over time. Maintenance conditions warrant. For example, if a trouble spot pipe Program routinely comes back dirty(based on contractor input or data), staff may will consider cleaning it more often. Conversely, if the pipe routinely comes back clean, staff will consider cleaning it less often. Some of OCSD's internal goals have changed and are OCSD should consider updating these goals in the SSMP. Operations and now more aggressive than those documented in the OCSD may want to defer making these changes until Maintenance SSMP. For example, OCSD's pipe inspection goal has performance metrics to track achievement of these goals Program changed from 7 years to 5 years and goals for manhole is in place. inspections are now set at 2 years. July 31,2015 48 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Finding Opportunity D. 13(iv)- OCSD does not currently have a means to continuously OCSD should evolve to towards having a continuously Operations and update collection system risk as new CCTV data is updated risk assessment for all pipes in the sewer system. Maintenance collected. This has evolved from being a best One of the primary sources of likelihood of failure data is Program management practice to becoming a standard industry CCTV inspection data. As CCTV inspection data is practice. For example, NASSCO recently incorporated a collected and synchronized into OCSD's future CCTV risk assessment methodology into the PACP standard. repository database, OCSD will have the opportunity to Also, off-the-shelf software with risk assessment update asset risk scoring to support maintenance and functionality is readily available in the wastewater industry renewal decision-making. This can start with an update of marketplace. the risk assessment framework, collection of consequence of failure data, and assessment of asset consequence of failure. OCSD can also begin to evaluate information system options for implementing a means to assess risk Continuously. D.13(iv)(c)- OCSD currently evaluates the maintenance and renewal OCSD has the opportunity to develop a standardized Operations and needs of sewer pipelines on a case-by-case basis. approach to evaluating maintenance and CCTV data and Maintenance determine maintenance and renewal actions (i.e., repair, Program replace, CIPP, upsize, etc.)to address asset deficiencies as maintenance and CCTV data is collected. OCSD also has the opportunity to implement information analysis tools to support maintenance and renewal decision-making and documentation. July 31,2015 49 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Finding Opportunity D.13(iv)(c)— The District has utilized an assumption for asset The District should develop the methodology for refining Operations and deterioration to generate long-term refurbishment and the assumptions for sewer pipeline asset deterioration. Maintenance replacement cost projections. These projections are the OCSD has condition data for almost all collection system Program basis for future refurbishment and replacement funding assets. OCSD should consider using this data to calculate for capital investment. actual asset reliability rates using available CCTV inspection data and then updating the renewal needs funding forecast. OCSD can then begin to understand whether the current funding level is adequate to sustain desired service levels and risk tolerances. D.13(iv)(c)— OCSD has collected CCTV inspection data for almost all OCSD should consider moving towards a risk-based Operations and collection system gravity mainline assets. CCTV monitoring schedule for future inspections. High-risk Maintenance pipes would be inspected more frequently (e.g. 5 to 10- Program year schedule) and low risk pipes less frequently (e.g., 10 to 20 year schedule). D. 13(v)— The District is considering changing how specifications The District should document this process change in the Design and are assigned to design staff to improve the update SSMP once implemented. Performance process. The process will enable staff to send comments Provisions on specifications to both custodian and owner. D. 13(v)— Contractors are required to perform a quality OCSD should update contractor specifications to require Design and assurance/quality control inspection of pipelines after PACP inspection if the inspection is going to be used as a Performance construction work is completed. In the past, the District baseline inspection. Provisions would then perform a baseline CCTV inspection. On some projects, the District is having the contractor perform the baseline inspection. According to staff, OCSD's specification for the contractor(Spec 2730) does not require a PACP inspection. July 31,2015 50 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Finding Opportunity D.13(vi)(c)— It is difficult to determine which SSOs reported to CIWQS The District may want to add a note in the"Spill Overflow were related to the local system versus the regional Appearance Point Explanation'field indicating whether the Emergency system. It appears this information may be determined spill is from the local system or regional system. Another Response Plan from the City field, yet this is not clear. approach the District may want to consider is to create a separate WDID for the local sewers and treat it as a separate collection system that discharges to the regional system. D.1 3(viii)(a)— The District has invested significant funds to assist Develop a plan to assess 1/1 from member agencies over System member agencies with their 1/1 reduction efforts, but does time. That plan could be implemented in part through Evaluation and not monitor the effectiveness of those efforts or attempt to monitoring and 1/1 assessment work performed in the Capacity quantify trends in 1/1 over time. It is important to the upcoming Sewer Master Plan update. Another possible Assurance Plan District that peak 1/1 be controlled by the member step would be to use the continuous simulation model agencies. Significant increases in peak 1/1 could result in developed in 2006 to assess system-wide flows (total additional hydraulic deficiencies that have not yet been influent to both plants) observed in all storms since 2006. identified in the District's trunk sewers, as well as in the That model is capable of quantifying 1/1 as a percentage of District's treatment plants and ocean outfalls. rainfall, factoring in dry and wet antecedent rainfall conditions, and should be able to quantify any significant increases or decreases in 1/1 that have occurred. Follow-up and document I&I improvement efforts by upstream agencies. Proposed monitoring program should include comprehensive analysis of flows from these agencies. July 31,2015 51 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL WDR Provision Finding Opportunity D.13(ix)— Appendix 11 of the SSMP entitled Preventative As OCSD's implementation of new information systems Monitoring, Maintenance Program, specifies collection system used to track maintenance activities continues to mature, Measurement, maintenance output goals. These goals are summarized OCSD should consider developing performance metrics and Program in Table 8. Staff indicated verbally that these and reporting systems to track achievement of these goals Modifications commitments are being achieved, yet at the time of the on a monthly basis. audit data was not readily available to validate this. D. 14—SSMP ECAP is sending notifications to staff requesting review OCSD should develop a procedure for update of the Update and update of SSMP sections. It is not clear who the SSMP similar to the Environmental Compliance procedure administrator is for the WDR in ECAP and whether these included in Appendix X1 of the SSMP. This new procedure notifications are staying updated. should document the roles and responsibilities of all staff involved in the SSMP update process, who is responsible for ECAP notifications, and the person responsible for holding staff accountable for the SSMP update process. July 31,2015 52 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL List of Documents Reviewed The following table lists the documents reviewed over the course of the WDR audit. The documents are organized in alphabetical order. Table 13: List of Documents Reviewed Document Date Source 2009 Facilities Master Plan, adopted December 2009 December 2009 Wendy Smith 5-Year Strategic Plan November 2013 OCSD Website Answers to Questions about Private Sewer Laterals in Tustin and Other Nearby Unincorporated Areas December 19, 2007 Internet Search Asset Management Plan 2006 July 2006 OCSD Website Asset Management Plan FY2008-09&FY2009-10 June 2009 OCSD Website Asset Management Plan FY2011-12 Not Dated OCSD Website State Water Resource Control Board CIWQS California Integrated Water Quality System -Sanitary sewer overflow data Downloaded on July 6, 2015 Website Capital Improvement Program FY2013-14 Update September 2014 OCSD Website Control Center Training Materials for Sanitary Sewer Overflow Notification March 29,2013 Victoria Raymond District Ordinance OCSD-25 Novmber 17, 2004 OCSD Website District Ordinance OCSD-39 September 23,2009 OCSD Website July 31,2015 53 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Document Date Source OCSD Website; Environmental Compliance Sanitary Sewer Overflow Response Procedure, EC- Appendix P2 of SOP-008 February 10, 2011 SSMP OCSD Website; Environmental Compliance Sanitary Sewer Overflow Response Procedure, EC- Appendix P3 of SOP-009 August 15,2012 SSMP MarcoPolo OCSD 2013 WDR Audit Report Final April 25,2013 Velasco OCSD Comprehensive Annual Financial Report June 30, 2014 OCSD Website OCSD Design and Construction Requirements for Sanitary Sewers October 2012 OCSD Website OCSD Fact Sheet: Care Elements of Fats, Oils, and Grease (FOG) Ordinance OCSD-25 Not Dated OCSD Website OCSD Fact Sheet: Design Guidelines for Grease Interceptors Not Dated OCSD Website OCSD Fact Sheet: Fats, Oils, and Grease(FOG)Definitions Not Dated OCSD Website OCSD Fact Sheet: Fats, Oils, and Grease(FOG) Issues, Frequently Asked Questions Not Dated OCSD Website OCSD Fact Sheet: Fats, Oils, and Grease(FOG)Source Control Program Not Dated OCSD Website OCSD Fact Sheet: FOG Source Control Program Frequently Asked Questions (FAQs) Not Dated OCSD Website OCSD Fact Sheet: Food Service Waste Reduction Not Dated OCSD Website OCSD Fact Sheet: General Best Management Practices for Fats, Oils, and Grease Not Dated OCSD Website July 31,2015 54 Orange County Sanitation District WDR Audit WDR/SSMP Audit Findings FINAL Document Date Source OCSD Fact Sheet: Grease Interceptors Not Dated OCSD Website OCSD Fact Sheet: Kitchen Best Management Practices (BMPs)for FOG Not Dated OCSD Website OCSD Fact Sheet: Managing Food Materials Not Dated OCSD Website OCSD Fact Sheet: Prohibitions Relating to Discharge of Fats, Oils,and Grease (FOG) Not Dated OCSD Website OCSD Fact Sheet: Restaurant Oil and Grease Rendering Not Dated OCSD Website OCSD Quarterly Financial Reports Various OCSD Website OCSD Rates and Fees Effective July 1, 2015-June 30,2016 OCSD Website Orange County Santa Ana Region, Sanitary Sewer Overflow Reporting Guidelines; Abbervialed and Expanded February 10, 2015 OCSD Website Organization Chart-Facilities Support Services Division March 20,2015 Nick Arhontes Proposed Budget, FY14-15&FY15-16 June 25, 2014 OCSD Website Sewer Connection Application and Permit Not dated Wendy Smith Standard Operating Procedure 870-GEN-01, Spill Containment, Task Procedure Analysis Worksheet December 21,2005 John Gonzalez Standard Operating Procedure 870-GEN-08 (Rev 1), Sanitary Sewer Overflow Response,Task Procedure Analysis Worksheet January, 27,2009 John Gonzalez July 31,2015 55 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 12J02/15 12/16/15 AGENDA REPORT emNumber Iem1umber 7 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services SUBJECT: REPAIR TO MANHOLE STRUCTURES OF WARNER AVENUE RELIEF SEWER, SPECIFICATION FR12-003 - CHANGE ORDER RATIFICATION GENERAL MANAGER'S RECOMMENDATION Ratify Change Order No. 3 to the Repair to Manhole Structures of Warner Avenue Relief Sewer, Specification No. FR12-003, with Mode Engineering, authorizing an additional $54,884 increasing the total contract amount to $846,357. SUMMARY Repair to Manhole Structures of Warner Avenue Relief Sewer, Specification No. FR12- 003 (Project) consists of the replacing five existing sewer access structures in Warner Avenue between Bolsa Chica Road and Springdale Street in the City of Huntington Beach. These access structures are unique because they are custom built concrete boxes that accommodate the very shallow sewers. The access plates failed, created noise issues for the adjacent homeowners, and required continuous maintenance. This final change order covers extended overhead costs and additional contract time. Unknown conditions were encountered during repairs that created major complications to the work. The existing reinforced concrete covers were found to be bonded to the structure's walls rather than being removable as shown on record drawings. This unique condition increased both the scope and complexity of work required to complete the repairs. These overhead and contract time items were not addressed in Change Order No. 2 because the contractor had not submitted proper documentation to justify the extra costs. The Contractor submitted a request for an additional amount of $132,262. OCSD's Project Manager, Senior Contracts Administrator, and Purchasing Buyer performed an audit and met several times with the Contractor and requested additional records for justification. Upon final review, OCSD staff found that a time extension of 486 calendar days and $54,884. PRIOR COMMITTEE/BOARD ACTIONS On September 23, 2015 the Board approved the ratification of Change Order No. 2 authorizing an additional $416,068 increasing the total contract amount to $791,473. On October 23, 2013 the Board approved the award of a service contract to Mode Engineering,for a total amount not to exceed $338,000 and with a contingency of$67,600 (20%). Page 1 of 2 ADDITIONAL INFORMATION Change Order No. 3 (Summary): Schedule Extension ($54,884 & 486 calendar days) incorporates schedule extensions and associated overhead costs for the previously approved Change Orders Nos 1 and 2. Those previous change orders consist of temporary asphalt repairs, additional work activities, modification to the manhole structures, additional demolition, excavation and structural modifications. Schedule impacts were not originally captured due to uncertainty with the durations required to perform the extra work. Overhead costs cover items including: extended insurance, lay down/storage lease, bond increases, and project manager support. CEQA A Notice of Exemption has been filed for this work. The project is categorically exempt from CEQA under section 15301 (b) — replacement or repair of existing manhole structures for a publicly owned utility involving no expansion of existing capacity or use. BUDGET/ PURCHASING ORDINANCE COMPLIANCE Sufficient budget exists but the change order exceeds the authorized contingency. This repair is funded through the Ongoing Small Capital Replacement/Rehabilitation Project SP-34 (Budget Update Fiscal Year 2015-2016; Summary of Capital Requirements, Appendix Section A-7 — Page A-11). This Small Capital fund is used to pay for capital repairs and/or direct replacements. The SP-34 budget is adequate to cover this Project. Date of Approval Contract Amount 10/02/13 $ 338,000 09/23/15 $ 791,473 12/16/15 (Proposed) $ 846,357 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: • Change Order No. 3 MAE:WC:JF:eh:pe Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT 10844 ELLIS AVENUE FOUNTAIN VALLEY, CALIFORNIA 92708.7018 CHANGE ORDER Contractor: Mode Engineering C.O. No.: Three (00003) Date: November 5, 2015 Job: FR12-003: Repair to Manhole Structures of Warner Avenue Relief Sewer Consultant: RMC Water and Environment Amount of this Change Order(Add): $54,884 In accordance with theContract documents, the following changes to the Contract and/or Contract Scope of Work are hereby authorized and as compensation, the following additions to or deductions from the Contract price are hereby approved. FCO 006—SCHEDULE EXTENSION This item incorporates schedule extensions and associated overhead costs for the performance of previously approved Field Change Orders Nos 1 through 5. Schedule impacts were not originally captured based on uncertainty with the durations required to perform aspects of the work associated with the unknown conditions. Overhead costs associated with the extended schedule include insurance coverage, lay down/storage lease, bond increases, and Project Manager support throughout the total of 486 calendar day extension of the Contract. The work associated with this item was negotiated with the Contractor in accordance with the Contract documents. ADDED COST THIS CHANGE ORDER ITEM: $54,884 TIME EXTENSION THIS CHANGE ORDER ITEM: 486 Calendar Days The Contractor hereby agrees to furnish or delete, as the case may be, any and all labor, material, and equipment required for the performance of this Change Order in strict accordance with the terms and conditions of the Contract documents. The Contractor further agrees that the compensation (cost) set forth in this Change Order comprises the full and complete compensation due the Contractor, all subcontractors, and all suppliers, for the work or change defined in this Change Order, including all impact on any unchanged work. By signing this Change Order, the Contractor acknowledges and agrees, on behalf of itself, all subcontractors, and all suppliers. The signing of this Change Order shall indicate that the Change Order constitutes full mutual accord and satisfaction for the change, and that the cost under the Change Order constitutes the total equitable adjustment owed the Contractor, all subcontractors, and all suppliers, as a result of the change. The Contractor, on behalf of itself, all subcontractors, and all suppliers, agrees to waive all rights, without exception or reservation of any kind whatsoever, to file any further claim or request for equitable adjustment of any type, for any reasonably foreseeable cause that shall arise out of or as a result of this Change Order or the impact of this Change Order on the remainder of the work under this Contract. Form Number:CON-Ft-065 Page 1 of 3 Revision Date:0&0910 ORANGE COUNTY SANITATION DISTRICT 10844 ELLIS AVENUE FOUNTAIN VALLEY, CALIFORNIA 92708-7018 CHANGE ORDER Contractor: Mode Enaineerina C.O. No.: Three (00003) Date: November 5, 2015 Job: FR12-003: Repair to Manhole Structures of Warner Avenue Relief Sewer Consultant: RMC Water and Environment SUMMARY OF CONTRACT TIME Original Contract Date: December 03, 2013 Original Contract Time: 120 calendar days Original Completion Date: April 01, 2014 Time Extension this C.O.: 486 calendar days Total Contract Time Extension: 486 calendar days Revised Contract Time: 606 calendar days Revised Final Completion Date: July 31, 2015 Time Subject to Liquidated Damages: N/A Actual Final Completion Date: July 31, 2015 Original Contract Price $ 338,000 Prev. Authorized Changes $ 453,473 This Change (Add) $ 54,884 Amended Contract Price $ 846.357 Form Number:CON-F1-066 Page 2 of 3 Revision Date:05/05/10 ORANGE COUNTY SANITATION DISTRICT 10844 ELLIS AVENUE FOUNTAIN VALLEY, CALIFORNIA 92708-7018 CHANGE ORDER Contractor: Made Engineering C.O. No.: Three (00003) Date: November 5, 2015 Job: FR12-003: Repair to Manhole Structures of Warner Avenue Relief Sewer Consultant: RMC Water and Environment Board Authorization Date: December 16, 2015 ORANGE COUNTY SANITATION DISTRICT MODE ENGINEERING Recommended by:^ Accepted by: By Vde' 111b6Ii) By "N� \\ Ofo\�) Justin Fenton, P.E. Date Bijan Sha pour Date Project Manager By Nick Arhontes, P.E. Date Director of Facilities Support Services By James D. Herberg Date General Manager Approved by: By John Nielsen Date Board Chair Attest: By Kelly A. Lore Date Clerk of the Board Forth Number:CON-F1-055 Page 3 of 3 Revision Date:05/W10 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 1V02/15 12/16/15 AGENDA REPORT Item Number Item Number B 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: BIOSOLIDS MASTER PLAN, PROJECT PS15-01 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Black & Veatch to provide professional services for Biosolids Master Plan, Project No. PS15-01, for an amount not to exceed $2,965,556; and, B. Approve a contingency of $296,556 (10%). SUMMARY The purpose of this project is to meet one of the eight strategic goals identified in the Five-Year Strategic Plan approved by the Orange County Sanitation District (Sanitation District) Board of Directors in 2013, which is to study future biosolids management options and solids handling facilities improvements. Biosolids are nutrient-rich treated organic material recovered through the treatment of wastewater that can be recycled as a soil amendment. Effective management of biosolids is critical to the Sanitation District mission of resource recovery and permit compliance. The Biosolids Master Plan, Project No. PS15-01, will study mid- and long-term strategies for biosolids management, and will identify onsite and offsite facility options to generate a biosolids product that could meet future regulations for a sustainable biosolids beneficial use market. The project will also evaluate the existing Sanitation District solids handling facilities, evaluate different technology altematives, and make recommendations for future capital facilities improvements. In addition, this project will prepare and certify a Programmatic Environmental Impact Report for all recommended capital facilities to comply with the California Environmental Quality Act. The Sanitation District advertised a Request for Proposal (RFP) and five proposals were received. The five proposals were evaluated and ranked. Black & Veatch was selected as the best qualified firm. Staff recommends awarding a Professional Services Agreement (PSA) to Black & Veatch for an amount not to exceed $2,965,556. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 4 ADDITIONAL INFORMATION Proiect Background The 2003 Long-Range Management Plan resulted in guidelines for diversification of biosolids products, contractors, and markets to create a sustainable biosolids program. The updated biosolids policy (2013 Board Resolution No. OCSD 2013-03) commits the Sanitation District to a diversified portfolio of biosolids management options, including recycling and other best management practices to maintain a sustainable program. The Sanitation District's biosolids management contract with Synagro expires in December 2016. In 2017, the Irvine Ranch Water District (IRWD) will stop sending solids to the Sanitation District. In addition, during this timeframe, the Sanitation District's dewatering centrifuges will be online after completion of Project Nos. P1-101 and P2-92. With these changes, the biosolids production will be reduced by approximately one-third in the next few years. A study of current and available biosolids recycling options will assist the Sanitation District in selecting the right option to ensure conformance with the biosolids policy regarding diversity of management options and other criteria. The age and vulnerable condition of the Plant No. 2 digesters generate the need for their rehabilitation or replacement. The 18 digesters were built in the time range of 1959 to 1979. No major structural rehabilitation had been done since the digesters were built. The recent planning study, SP-186 Plant 2 Digesters and Tunnels Seismic Evaluation, determined that all Plant No. 2 digesters have high risk of structural failure in the event of a major liquefaction or other seismic event. Major ground improvements and structure improvements will be needed to reduce the risk of structural failure and bring the structures up to the current seismic code. The study recommended replacing the digesters instead of rehabilitation on a life cycle cost basis. Request for Proposal (RFPI On July 27, 2015, the Sanitation District issued an RFP to procure the work and services outlined in the Scope of Work. The RFP was publicly advertised in the Orange County Register and the RFP Invitation Letter was sent electronically to multiple professional firms registered in the SANITATION DISTRICT's vendor database; and therefore, adequate competition was expected. A non-mandatory pre-proposal meeting was conducted on August 11, 2015 at the Sanitation District's facilities to discuss the proposal requirements, scope of work, schedule, and evaluation process with potential Proposers. As a result, five proposals were received on September 24, 2015. A Staff Evaluation Committee consisting of five representatives and three non-voting technical advisors from Engineering, and Operations and Maintenance Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Board of Directors' Ordinance No. OCSD-47, Section 4.02. Two representatives Page 2 of 4 from the Contracts Administration Division participated in the evaluation process as non-voting members. The proposals were evaluated according to the following criteria: (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. After reviewing and scoring the proposals, the five Consultant firms were ranked according to the score achieved. On October 21, 2015, the Evaluation Committee interviewed the top two proposing firms, Black & Veatch, and CH2M, to meet the proposed key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected Black & Veatch as the top- ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION* Consultant Black andVth CH2M AECOM HDR Ramboll eac Evaluator Environ Reviewer A 1 2 3 3 5 Reviewer B 1 2 3 4 5 Reviewer C 1 2 4 3 5 Reviewer D 1 2 3 3 5 Reviewer E 1 2 4 3 5 Overall Ranking 1 2 3 4 5 Proposal Fee $2,992,314 N/A N/A N/A N/A Negotiated Fee $2,965,556 Proposal 'Based on scores after interview Black & Veatch was ranked highest by the Evaluation Committee based on all three criteria. Black & Veatch proposed a highly qualified team that includes local and national experts on biosolids market and treatment technology, and includes an independent biosolids expert panel to perform and to be consulted of some specific tasks. Black & Veatch's proposal demonstrated the best understanding and approach to the Scope of Work. The proposed team members have successfully performed similar projects for other agencies and projects for the Sanitation District. Review of Fee Proposal and Negotiations Proposals were accompanied by sealed fee proposal estimates. The fee proposal of the highest ranked firm was not opened until the proposals were evaluated and a top- ranked firm was selected in accordance with Sanitation District Ordinance No. OCSD47. Page 3 of 4 Staff conducted extensive negotiations with Black & Veatch to discuss and clarify the requirements of the Scope of Work, level of effort, and assumptions as required for the completion of the Scope of Work for the project. As a result of these negotiations, Black & Veatch submitted a revised fee proposal of$2,965,556. The decrease in the proposed fee is due to streamlining the number of meetings and meeting attendees required, and clarifying the roles and responsibilities of the expert panel. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort was evaluated in detail for each task and subtask, and found to be justified by the needs of the project, the agreed-upon assumptions, and the Sanitation District's expectation for the quality of services. • The Consultant's fringe and overhead costs, which factor into the billing rate, is consistent with other similar agreements. The contract profits for Black and Veatch and the Major Subconsultants are based on the Sanitation District's standard professional services agreements. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the PSA to Black & Veatch for an amount not to exceed $2,965,556. CEQA A Notice of Exemption was filed on August 14, 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 Purchasing Ordinance. This item has been budgeted. (Line item: FY2015-16, Page A-14) and the project budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD webslte (www.ocsd.corn with the complete agenda package: • Professional Services Agreement • PowerPoint presentation to Operations Committee 12/2/2015 SY:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 16U day of December, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and BLACK AND VEATCH CORPORATION, for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Biosolids Master Plan, Project No. PSI 5-01, to provide professional engineering services to develop a Biosolids Master Plan. This project will meet one of the goals in the SANITATION DISTRICT's 2013 5-year Strategic Plan, which is to recommend future biosolids management options and capital facilities improvements for a 20-year planning period.; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on December 16, 2015 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 1 of 19 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall perform its work in accordance with engineering standards in effect for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of Thirty(30) calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 2 of 19 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Two Million Nine Hundred Sixty-Five Thousand Five Hundred Fifty-Six Dollars ($2,965,556). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"- Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 3 of 19 E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 4 of 19 Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"Y-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-fiver percent(75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 5 of 19 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and S) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 6 of 19 E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. S. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 7 of 19 B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 8 of 19 accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Three Million Dollars ($3,000,000) per occurrence with Three Million Dollars ($3,000,000)aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 9 of 19 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 10 of 19 G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The CONSULTANT shall provide OCSD with access to copies of its insurance certificates and amendatory endorsements affective coverage at its regional office in Irvine, California during normal working hours. Confidential information may be redacted from said policies, provided that verification of coverage may not be redacted. Said policies and endorsements shall conform to the requirements herein stated. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (512010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 11 of 19 effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. The SANITATION DISTRICT will not invoke the option expressed in this paragraph unless it has reasonable cause to question CONSULTANT's financial strength. M. Defense Costs Liability policies (except Errors and Omissions/Professional Liability) shall have a provision that defense Costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 12 of 19 O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. Nothing in this section, however, requires CONSULTANT in the absence of litigation to reveal its Errors and Omissions/Professional Liability limits beyond that required above in other sections. 9. SCOPECHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANTS personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 13 of 19 B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Chewning, Senior Contracts Administrator Copy: Sharon Yin, Project Manager CONSULTANT: Black and Veatch Corporation 800 Wilshire Blvd., Suite 600 Los Angeles, CA 90017 Attention: James H. Clark, P.E. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 14 of 19 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 15 of 19 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B)above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 16 of 19 CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual,as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 17 of 19 Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 18 of 19 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: BLACK AND VEATCH CORPORATION By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Kelly A. Lore Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A" Scope of Work Attachment"B" Labor Hour Matrix Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Cost Matrix& Cost Summary Attachment"H" Not Attached Attachment"I" Not Attached Attachment"J" Minor Subconsultant Hourly Rate Schedule Attachment X' OCSD Safety Standards MEC:yp PSA PROJECT NO.PS-15-01 01/27/15 BIOSOLIDS MASTER PLAN Page 19 of 19 Biosolids Master Plan -. O�JNjV SANITq T�02 = 9 c � o Orange County Sanitation District O -1 A h F O� cT/N� [HE Kathy Millea Operation Committee December 02, 2015 Agenda • Background • Scope of Work • Consultant Selection and Negotiation • Recommendation Wastewater Treatment Raw Sewage Primary Secondary Effluent Effluent I p000 12 1 - I�00 •Oi - ' UU f '800 Il�flydr " Solids Treatment Sewage Sludge p Digester Biosolids ,. A Water Resource Recovery Raw Sewage Secondary GWRS Effluent .. 1 MG W R 5 i i, a � i � T p/� Solids Resource Recovery Resources Raw Slu • , Digester Biosolids KW a "'! X, . Operating Cost 30 trucks / day = 750 tons per day Cost = $17.5 million/year c0 ,1, �' 4'�� + � ' ICI • ,,� � �`�I ,gymPrl - , > op— ti r a W i t 1 i 17 ' i Plant No. 2 Solids Handling Facilities lk ' V K .pf A WO d Dewatering, Storage, p. +r ` & Loading a �V t Thickening / Newport- Inglewood Fault Runs Through Plant No . 2/ l. LiquefactLio♦♦n/ Hazard Zone J AN IN F Digesters ,t , P2 Digesters t ti . '1 Opportunity for Greater Resource Recovery • Newer technologies for more efficient treatment • Ability to generate products compatible with new markets • OCSD to investigate acceptance of food waste Si `V 4 A. Need for Biosolids Master Plan • 2003 Biosolids Management Plan • 2013 Five Year Strategic Plan -�--- - �� APPROVED Nove PR 2013 -NO Scope of • lL � DELIVERABLES �� • i BIOSOLIDS MASTER PLAN • G &COST ANALYSIS OFFSITEGE MANAGEMENT ESTABLISH _- MARKET TECHNOLOGY CO-DIGESTION ' PROGRAM ' PLANNING EVALUATION EVALUATION EVALUATION BASIS CIP DEVELOPMENT of PUBLIC OUTREACH CEQA/ EIR Consultant Selection and Negotiation • Five proposals received - Black & Veatch most qualified • Clear understanding and approach to the Scope of Work • High qualified staff, local and national experts, and independent advisory panel • Successful similar project experience • Staff negotiated the estimated level of effort in detail for each task and subtask • Hours are appropriate for complexity of project • Rates are fair and reasonable Recommendation • Approve a Professional Services Agreement with Black & Veatch to provide professional services for Biosolids Master Plan, Project No . PS15-01, for an amount not to exceed $ 2, 965, 556; and, • Approve a contingency of $ 296, 556 ( 10%) Questions ? OPERATIONS COMMITTEE Meeting pate TOBd.Of DIl. 1V021 5 12/16/15 AGENDA REPORT Item Number Item Number 9 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: DOVER DRIVE TRUNK SEWER RELIEF, PROJECT NO. 5-63 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $596,000 (9.63%) to the construction contract with Mike Bubalo Construction Co., Inc. for the Dover Drive Trunk Sewer Relief, Project No. 5- 63, for a total contingency of$2,452,700 (39.63%). SUMMARY The Dover Drive Trunk Sewer Relief, Project No. 5-63, provides for the increase in the hydraulic capacity of approximately 7,300 feet of existing sewer lines located along Dover Drive, between Irvine Avenue and Pacific Coast Highway, in the City of Newport Beach. The project was designed by Atkins North America, Inc. and the construction contract was competitively bid and awarded to Mike Bubalo Construction Co., Inc. in March 2013. This was a very challenging project and significant additional work was required to mitigate risks and properly handle unknown site conditions during the construction of the project. An initial 20% contingency increase was approved in November of 2013 in order to provide for an additional 3,200-foot bypass pipeline in order to mitigate potential spill risks due to the existing pipeline condition that was unknown at the time of bid. This was a significant impact that was coupled with typical changes with a project of this type including unknown utilities and traffic control changes to mitigate public impact. As the project progressed, additional unknown underground conditions were experienced including groundwater, poor native soil compaction, and significant pavement variances. These all contributed to Contractor production issues and changes in means and methods to complete the work effectively. The changes outlined above resulted in significant impacts to the Contractor, many of which were not quantified while the work was progressing. The construction was largely completed in 2014, but several outstanding Contractor Requests for Change have prevented a final closure of the project in order to negotiate and resolve all of the outstanding disputed items. These are now negotiated and included in a final contract change order the amount of which exceeds the previously approved contingency. This requested contingency increase will provide final resolution of all outstanding issues and allow closure of this project. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS November 2013 — Ratified the General Manager's Use of Emergency Purchasing Authority Pursuant to Delegation of Authority Resolution 07-04, Section 3.09, approving a contingency increase of $1,237,800 (20%), for a total contingency of $1,856,700 (30%). March 2013 — Approved plans and specifications, approved Addendum Nos. 1 through 4 to the plans and specifications, awarded a construction contract to Mike Bubalo Construction Co., Inc., for a total amount not to exceed $6,189,000, and approved a contingency of$618,900 (10%). ADDITIONAL INFORMATION Schedule impacts of approximately two months were incurred during the installation of a separate 3,200 foot bypass line due to the severely deteriorated condition of the existing sewer. The time impacts to critical path work resulted in added field office overhead costs to the project. Once installation of the new sewer was completed, approximately 520 feet of the temporary bypass line was removed, work which had to be performed at night, and required restoration of the impacted roadway. The cost not only to install, but to remove the bypass piping and repave the roadway was a significant change in the scope of work and associated cost. Scope and costs for roadway restoration and repaving after installing 7,300 feet of new sewer were higher than originally anticipated. It was anticipated that the asphalt depth was approximately five inches and would be restored to its existing thickness; however substantially thicker pavement sections were encountered during construction. To resolve this issue and for continuity with its standards, the City of Newport Beach requested that eight inches be placed along the entire project alignment. The cost to increase the asphalt pavement section from five inches to eight inches along the 7,300 foot project was a significant change in the scope of work and associated cost. In addition, existing deteriorated pavement conditions along Dover Drive worsened during construction operations. To ensure safe traffic travel after construction, these areas were repaved by the project concurrent with the roadway restoration work over the new sewer trench. This increased scope of repaving work resulted in added costs to the project. Unknown conditions were pervasive along the project alignment. Items encountered varied from unknown utilities in conflict with the new pipe installation and/or manhole construction, including unknown concrete encasements and steel casings, to installation of additional dewatering wells due to unanticipated and excessive groundwater, and saturated soil conditions that required additional shoring efforts, including off-haul of unsuitable soils and import of suitable backfill material. To help mitigate impacts to the public with the additional soil removals, the staging site was changed to a larger area at Plant No. 2 requiring additional hauling of the materials. The added efforts to mitigate these conditions resulted in increased costs to the project. Page 2 of 3 Lastly, loosely compacted soil over the existing sewer was encountered along a 270 foot section along Dover Drive. Trenching operations for the new sewer along this area compounded by the loose soil resulted in settlement of the adjacent pavement. To protect the integrity of the existing sewer and the roadway, it was decided to excavate and re-compact the soil over the existing pipe to protect it from damage during installation of the new sewer, and to provide the roadway with the required compacted subgrade to prevent future settlement of the new pavement. This unknown condition resulted in added scope and associated costs to the project. CEQA This project was included in the June 2007 Collections, Programmatic Environmental Impact Report, was certified on August 22, 2007, and a Notice of Determination was filed on August 23, 2007. 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 FY 2015-16, Page A-7). Date of ADDroval Contract Amount Contingency 03/27/13 $6,189,000 $ 618,900 (10%) 11/20/13 $1,237,800 (20%) 12/16/15 $ 596,000 (9.63%) $2,452,700 (39.63%) ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: PowerPoint presentation to Operations Committee 12/2/2015 DF:dm:gc Page 3 of 3 o�JNjI SAWTq T/0 = 9 Q ¢ c+ Orange County Sanitation District O ti Operations Committee Dean Fisher, Engineering Manager December 2, 2015 Dover Drive Trunk Sewer Relief Project • • DOVER DR LOCAL ACCESS ;, ONLY �' JI L ".f ae �c°'ye,S ¢'e fLi9htwuse k Community s yy.e Ts yor°� `3Q' cQ Church °c 0.11 I.$o Satellite Limon Costa a° Pica Peal Estate Hrippri Square enter P {Iroppn9 Center p /S/ o nS cw 'p'Jip, S °Bn Traffic Mesa Center• o° d� e 6 wa's / `� �+`a�F i b eA K %' e a Betbtt Shoe nfl _ a °+ ��, O as 3 c / , Is,i J" Pea ° c b - srhq 0, Pw ~ i yrvlamN r r e Mor.d S/ ca F/! 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Y �09109/2013 23 31 Final Closeout • Final negotiation on all outstanding costs • Settlement reflects reduction of $ 1 .4 Million • No budget increase due to favorable bid • Change order rate for program including this project remains at 3 . 7% Lessons Learned for New Projects • Additional utility investigation including use of Ground Penetrating Radar • Additional geotechnical evaluation including more extensive soil borings • Enhanced condition assessment of OCSD facilities • Extensive permitting and outreach efforts to gain consensus with Agencies and Cities Recommended Action • Approve a contingency increase of $596,000 (9. 63%) to the construction contract with Mike Bubalo Construction Company for the Dover Drive Trunk Sewer Relief, Project No. 5-63, for a total contingency of $2, 2452, 700 (39. 63%) . It I Questions ? i _AR r i . lkI Ohl .. M 19 : 03 ITEM NO. 14 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District THURSDAY, November 12, 2015, at 5:30 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chair Curry on November 12, 2015, at 5:30 p.m., in the Administration Building of the Orange County Sanitation District. Committee Vice-Chair Kring led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Keith Curry, Chair Jim Herberg, General Manager Lucille Kring, Vice-Chair Bob Ghirelli, Assistant General Manager Steven Choi Celia Chandler, Director of Human Resources Tyler Diep Lorenzo Tyner, Director of Finance James Ferryman Rob Thompson, Director of Engineering Jim Katapodis Kelly Lore, Clerk of the Board Peter Kim Jennifer Cabral Greg Mills Rich Castillon Teresa Smith Chad Crow Sal Tinajero Randy Kleinman John Nielsen, Board Chair Richard Spencer Greg Sebourn, Board Vice-Chair OTHERS PRESENT: COMMITTEE MEMBERS ABSENT: Brad Hogin, General Counsel Glenn Parker Kendra Carney, Associate General Counsel Adam Hutchinson, OCWD Jeffrey Altshuler, Audit Partner, RSM Gary Ward, AON PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Curry did not provide a report. 11/12/2015 Administration Committee Minutes Page 1 of 6 REPORT OF GENERAL MANAGER: General Manager, Jim Herberg did not provide a report. REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services, Lorenzo Tyner did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED AND DULY CARRIED TO: Approve Minutes of the October 14, 2015, Administration Committee Meeting. AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, and Sebourn NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero 2. VAX EMULATOR FOR PROCESS CONTROL SYSTEM, MODERNIZATION & SECURITY IMPROVEMENTS PROJECT (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: 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). AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, and Sebourn NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero 3. MICROSOFT ENTERPRISE LICENSE AGREEMENT (ELA) FOR MICROSOFT ENTERPRISE SOFTWARE LICENSES (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize a Purchase Order with a three-year contract to purchase Microsoft Enterprise licenses under the Microsoft ELA in accordance with 11112t2015 Administration Committee Minutes Page 2 of 6 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). AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, and Sebourn NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero 4. ENTERPRISE INFORMATION MANAGEMENT (EIM) STAFFING SUPPORT (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Service Contract with Project Partners, Inc. for Enterprise Information Management On-Call Staffing, Specification No. S-2015-725BD, 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). AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, and Sebourn NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero 5. REPROGRAPHICS AND RELATED SERVICES (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: 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. AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, and Sebourn 11112/2015 Administration Committee Minutes Page 3 of 6 NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero 6. CONSOLIDATED FINANCIAL REPORT FOR THE FIRST QUARTER ENDED SEPTEMBER 30, 2015 (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file Orange County Sanitation District First Quarter Financial Report for the period ended September 30, 2015. AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, and Sebourn NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero Director Tinajero arrived at 5:40 p.m. Director T. Smith arrived at 5:44 p.m. NON-CONSENT CALENDAR: The Clerk of the Board provided the Committee with late communication regarding Item 7. Controller Mike White and Jeffrey Altshuler, Audit Partner, RSM, provided an informative PowerPoint Presentation; distributed a handout regarding the audit of the District's finances and answered questions from the Committee. 7. ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR) FOR THE YEAR END JUNE 30, 2015. (Lorenzo Tyner) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: 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 & Report on internal COMFOls; and B. Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets. AYES: Choi, Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, Seboum, T. Smith and Tinajero NOES: None ABSTENTIONS: None ABSENT: Parker 11/1 V2015 Administration Committee Minutes Page 4 of 6 Director Choi departed the meeting at 6:10 p.m. Director of Human Resources Celia Chandler made a brief presentation regarding Item 8 and introduced Gary Ward, Sr. Vice President of Aon Construction Services Group who then provided a PowerPoint Presentation explaining: OCIP parameters; projects included and the cost savings. 8. OWNER CONTROLLED INSURANCE PROGRAM EXTENSION (Celia Chandler) MOVED, SECONDED AND DULY CARRIED TO: Recommend to the Board of Directors to: 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. AYES: Curry, Diep, Ferryman, Katapodis, Kim, Kring, Mills, Nielsen, Sebourn, T. Smith and Tinajero NOES: None ABSTENTIONS: None ABSENT: Choi, and Parker INFORMATION ITEMS: 9. 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 and fielded questions from the Committee. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Committee Chair Curry inquired, and the Committee was in favor of changing the starting time of the Administration Committee Meeting to 5:00 p.m. permanently. 11/12/2015 Administration Committee Minutes Page 5 of 6 ADJOURNMENT: Committee Chair Curry declared the meeting adjourned at 6:36 p.m. to the next regularly scheduled meeting of Wednesday, December 9, 2015 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 11112/2015 Administration Committee Minutes Page 6 of 6 ADMINISTRATION COMMITTEE Meeting Dale TOBd.Or Dir. 12/09/15 12/16/15 AGENDA REPORT Item Number Item Number 2 Is Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: INVEST AND/OR REINVEST DISTRICT'S FUNDS GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 15-25, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest District's Funds;Adopting District's Investment Policy Statement and Performance Benchmarks for calendar year 2016; and Repealing Resolution No. OCSD 14-20." SUMMARY This agenda item presents an update to the Orange County Sanitation District's Investment Policy Statement to the Administration Committee for consideration in the Committee's capacity as the oversight committee for the Investment Policy(Section 16.2). With adoption of the Resolution, the Board of Directors would readopt the Sanitation District's current Investment Policy Statement, portfolio performance benchmarks, and monitoring and reporting requirements for calendar year 2016. The Sanitation District's Investment Policy Statement was previously approved by the Administration Committee and Board for calendar year 2015 in December 2014 PRIOR COMMITTEE/BOARD ACTIONS December 2014 — Board adopted Resolution No. OCSD 14-20, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest District's Funds; Adopting District's Investment Policy Statement and Performance Benchmarks for calendar year 2015; and, Repealing Resolution No. OCSD 14-10. ADDITIONAL INFORMATION The Investment Policy will govem the investment activities of Chandler Asset Management, the Sanitation District's external money manager, on behalf of the District. On December 11, 2012, the Sanitation District's Investment Policy Statement received the Investment Policy Certification of Excellence Award from the Califomia Municipal Treasurer's Association (CMTA). A copy of the letter of certification is included each year in the annual Investment Policy document. The Sanitation District received its first Award of Excellence for the Investment Policy Statement in December 1996. Page 1 of 3 Annual Review of Investment Policv The Investment Policy includes the requirement that the Sanitation District shall review its Investment Policy annually (Sections 1.2 and 16.1). Chandler reviewed the existing policy to ensure that the language remains current with the California Government Code (CGC). The proposed investment policy is attached with redlined changes from the most recent approved policy in December 2014. These proposed changes include: • Providing a monthly report of investment transactions to the legislative body in accordance with CGC Section 53607. • Elimination of the reference to CGC Section 53646 that states an agency "may" render a quarterly report that"shall" be summited within 30 days following the end of the quarter covered by the report. The District will continue to prepare and submit a quarterly treasury's report and all relevant information. However, to ensure that all information is accurate and that the Administration Committee has time to receive, review and approve the report prior to being submitted to the full board, the reports will be presented to the legislative body within 90 days of the quarter's end. Annual Delegation of Investment Authority Effective January 1, 1997, Section 53607 of the Code states that governing boards of local agencies may only delegate authority to invest and/or reinvest agency funds to the agency's Treasurer for a one-year period. With adoption of the Resolution, the Board of Directors would renew its delegation of investment authority to the Director of Finance/Treasurer for a one-year period, January 1, 2016 to December 31, 2016, in compliance with the requirements of Section 53607. Each year, the Board of Directors will consider similar actions along with the annual reconsideration of the Sanitation District's Investment Policy. CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE N/A Page 2 of 3 ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Exhibit A - OCSD Calendar Year 2015 Investment Policy Statement • Exhibit B - Performance Monitoring & Reporting Summary • Proposed Resolution No. OCSD 15-25 Page 3 of 3 xJdp uxi4r c �y a •� IOb F xx NE ORANGE COUNTY SANITATION DISTRICT INVESTMENT POLICY STATEMENT Proposed for Review and Approval By Administration Committee On December 9, 2015 And for Adoption By Board of Directors On December 16, 2015 TABLE OF CONTENTS Section TODIC Page 1.0 Policy ......................................................................................2 2.0 Scope......................................................................................2 3.0 Standard of Prudence .............................................................2 4.0 Investment Objectives.............................................................3 5.0 Delegation of Authority............................................................3 6.0 Ethics and Conflicts of Interest................................................4 7.0 Authorized Financial Dealers and Institutions .........................5 8.0 Authorized and Suitable Investments......................................6 9.0 Collateralization..........................................................10 10.0 Safekeeping and Custody.............................................10 11.0 Diversification.............................................................11 12.0 Maximum Maturities.............................................................. 12 13.0 Internal Control...................................................................... 13 14.0 Performance Objectives and Benchmarks............................ 13 15.0 Reporting .............................................................................. 13 16.0 Investment Policy Adoption and Revision ............................. 15 Agoendix A. Summary of Investment Authorization B. Treasury Management Procedures C. Investment Manager Certification D. Investment Pool Questionnaire (IAIF) E. Board Resolution No. OCSD-14-XX, Authorizing the District's Treasurer to Invest and/or Reinvest District Funds, and Adopting Investment Policy and Performance Benchmarks F. Quarterly Investment Program Monitoring Reports G. Sections of the California Government Code Pertinent to Investing Public Funds H. Glossary of Investment Terms Page 1 ORANGE COUNTY SANITATION DISTRICT INVESTMENT POLICY STATEMENT 1.0 Policy: It is the policy of the Orange County Sanitation District (OCSD) to invest public funds in a manner which ensures the safety and preservation of capital while meeting reasonably anticipated operating expenditure needs, achieving a reasonable rate of return and conforming to all state and local statutes governing the investment of public funds. 1.1. This Investment Policy is set forth by OCSD for the following purposes: 1.1.1. To establish a clear understanding for the Board of Directors, OCSD management, responsible employees and third parties of the objectives, policies and guidelines for the investment of the OCSD's idle and surplus funds. 1.1.2. To offer guidance to investment staff and any external investment advisors on the investment of OCSD funds (see Appendix "A"). 1.1.3. To establish a basis for evaluating investment results. 1.2. OCSD establishes investment policies which meet its current investment goals. OCSD shall review this policy annually, and may change its policies as its investment objectives change. 2.0 Scope: This Investment Policy applies to all financial assets of OCSD; except for the proceeds of OCSD's capital projects financing program, which are invested in accordance with provisions of their specific bond indentures; and such other funds excluded by law or other Board-approved covenant or agreement. These funds are accounted for by OCSD as Enterprise Funds as represented in OCSD's Comprehensive Annual Financial Report. 3.0 Standard of Prudence: The standard of prudence to be used by OCSD internal staff, and any authorized investment advisor(s), shall be as described in Section 53600.3 of the California Government Code as follows: Except as provided in subdivision (a) of Section 27000.3, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds Page 2 pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law. 4.0 Investment Objectives: The primary objectives of OCSD's investment activities, in priority order, and as described in Section 53600.5 of the California Government Code, shall be: 4.1 Safety: The safety and preservation of principal is the foremost objective of the investment program of OCSD. Investments shall be selected in a manner that seeks to ensure the preservation of capital in OCSD's overall portfolio. This will be accomplished through a program of diversification, more fully described in Section 11.0, and maturity limitations, more fully described in Section 12.0, in order that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. 4.2 Liquidity: The investment program will be administered in a manner that will ensure that sufficient funds are available for OCSD to meet its reasonably anticipated operating expenditure needs. 4.3 Return on Investments: The OCSD investment portfolio will be structured and managed with the objective of achieving a rate of return throughout budgetary and economic cycles, commensurate with legal, safety, and liquidity considerations. 5.0 Delegation of Authority: 5.1 Authority to manage OCSD's investment program is derived from the California Government Code Sections 53600 et seq. and Sections 53635 et seq. The Board of Directors hereby delegates management responsibility for the OCSD investment program to its Director of Finance and Administrative Services/Treasurer, who shall establish written procedures for the operation of the investment program, consistent with Page 3 this Policy. The Controller/Assistant Treasurer shall be responsible for day-to-day administration, monitoring, and the development of written administrative procedures for the operation of the investment program, consistent with this Policy. The current treasury management procedures are presented in Appendix "B." No person may engage in an investment transaction except as provided under the terms of this Policy and the procedures established by the Treasurer. The Treasurer shall be responsible for all transactions undertaken by OCSD internal staff, and shall establish a system of controls to regulate the activities of internal staff and external investment advisors engaged in accordance with Section 5.3. 5.2 The administrative procedures for the operation of OCSD's investment program will provide for, but not be limited to, the following: 5.2.1 Formats for monthly and quarterly reports to the Administration Committee, and the Board of Directors. 5.2.2 Compliance with generally accepted accounting principles of the Government Accounting Standards Board. 5.2.3 Establishment of benchmarks for performance measurement. 5.2.4 Establishment of a system of written internal controls. 5.2.5 Establishment of written procedures for competitive bids and offerings of securities that may be purchased or sold by internal OCSD staff. 5.2.6 Establishment of a Desk Procedures Manual for treasury operations and management. 5.3 The Board of Directors of OCSD may, in its discretion, engage the services of one or more registered investment advisors to assist in the management of OCSD's investment portfolio in a manner consistent with OCSD's objectives. Such external investment advisors, which shall be selected through a competitive process, shall be granted discretion to purchase and sell investment securities in accordance with this Investment Policy. Such advisors must be registered under the Investment Advisers Act of 1940, or be exempt from such registration. 6.0 Ethics and Conflicts of Interest: 6.1 Officers and employees of OCSD involved in the investment process shall refrain from personal business activities that could conflict with proper Page 4 execution of OCSD's investment program, or which could impair their ability to make impartial investment decisions. Employees and investment officials shall disclose to the General Manager any material financial interests in financial institutions that conduct business within OCSD's boundaries, and they shall further disclose any large personal financial/investment positions, the performance of which could be related to the performance of positions in OCSD's portfolio. 7.0 Authorized Financial Dealers and Institutions: 7.1 For investment transactions conducted by OCSD internal staff, the Treasurer will maintain a list of financial institutions authorized to provide investment services to OCSD, including "primary" or regional dealers that qualify under Securities and Exchange Commission Rule 15C3-1 (Uniform Net Capital rule), and Federal or State of California chartered banks. No public deposit shall be made except in a qualified public depository as established by State law. All financial institutions which desire to become qualified bidders for investment transactions with OCSD must supply the following for evaluation by the Treasurer: 7.1.1. Audited financial statements for the institution's three (3) most recent fiscal years. 7.1.2. A statement, in the format prescribed by the Government Finance Officers Association (GFOA), certifying that the institution has reviewed OCSD's Investment Policy and that all securities offered to the Districts shall comply fully and in every instance with all provisions of the California Government Code and with this Investment Policy. The current statement is presented in Appendix "C." 7.1.3. A statement describing the regulatory status of the dealer, and the background and expertise of the dealer's representatives. Selection of financial institutions, broker/dealers, and banks authorized to engage in transactions with OCSD shall be made through a competitive process. An annual review of the financial condition of qualified institutions will be conducted by the Treasurer. 7.2 Selection of broker/dealers used by external investment advisors retained by OCSD, shall be in compliance with contract provisions between OCSD and any external investment advisors, and shall be in substantially the following form: Page 5 Use of Securities Brokers: Neither the Investment Advisor nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of OCSD, provided that this limitation shall not prevent the Investment Advisor from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit' basis to itself and provides competitive execution. The Investment Advisor shall provide the Districts with a list of suitable independent brokerage firms (including names and addresses) meeting the requirements of Government Code Section 53601.5, and, unless otherwise directed by OCSD, the Investment Advisor may utilize the service of any of such independent securities brokerage firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution. 8.0 Authorized and Suitable Investments: All investments shall be made in accordance with the California Government Code including Sections 16429.1 et seq., 53600 at seq., and 53684, and as described within this Investment Policy. Permitted investments under this Policy shall include: 8.1 Securities, obligations, participations, or other instruments of, or issued by, or fully guaranteed as to principal and interest by the US Government, a federal agency, or a US Government-sponsored enterprise pursuant to Section 53601 (f) of the California Government Code. US Treasury securities must make up at least 10% of the portfolio. 8.2 Supranational Obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank. Securities must be eligible for purchase in the United States and be US dollar denominated senior unsecured unsubordinated obligations, with a maximum maturity of five years. Securities eligible for purchase under this section must be rated "AA" or better by a Nationally Recognized Statistical Rating Organization (NRSRO) and shall not exceed 30% of the total portfolio. 8.3 Mortgage pass-through security, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease- backed certificate, consumer receivable pass-through certificate, or consumer receivable-backed bond of a maximum maturity of five years. Securities eligible for investment under this subdivision shall be issued by an issuer having an "A" or higher rating for the issuer's debt as provided by an NRSRO and rated in a rating category of"AA" or its equivalent or better by an NRSRO. Purchase of securities Page 6 authorized by this subdivision may not exceed 20 percent of the agency's surplus moneys that may be invested pursuant to this section. Purchase of mortgage derivatives, which include interest-only payments (IOs) and principal-only payments (PCs); inverse floaters, and RE-REMICs (Real Estate Mortgage Investment Conduits), is hereby prohibited. 8.4 Commercial paper of"prime" quality of the highest ranking or of the highest letter and number rating as provided by an NRSRO, and issued by a domestic corporation organized and operating in the United States with assets in excess of$500 million and having a rating of"A" or better on its long-tern debt as provided by an NRSRO. Purchases of eligible commercial paper may not exceed 270 days to maturity from the date of purchase. Purchases of commercial paper shall not exceed 25% of the market value of the portfolio. No more than 5% of the market value of the portfolio, or 10% of the issuer's outstanding paper, may be invested in commercial paper issued by any one (1) eligible corporation. 8.5 Banker's acceptances issued by institutions, the short-term obligations of which are rated of the highest ranking or the highest letter and number rating as provided by an NRSRO provided that: (a) the acceptance is eligible for purchase by the Federal Reserve System; (b) the maturity does not exceed 180 days; (c) no more than 40% of the total portfolio may be invested in banker's acceptances; and (d) no more than 30% of the total portfolio may be invested in the banker's acceptances of any one (1) commercial bank. 8.6 Medium term (or corporate) notes of a maximum of five (5) years maturity issued by corporations organized and operating within the United States, or issued by depository institutions licensed by the United States, or any state, and operating within the United States with assets in excess of$500 million, and which is rated in a rating category of"A" or better on its long-term debt as provided by an NRSRO. If, after purchase, the rating of an eligible note falls below the minimum rating category stipulated above, the external investment advisor shall notify the District of the downgrade, and shall present an analysis and recommendations as to the disposition of the note consistent with the investment objectives of this Investment Policy. No more than 30% of the portfolio may be invested in medium term notes. 8.7 Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by California Government Code Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by California Government Code Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a Page 7 trust company or the trust department of a bank that is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. 8.8 Shares of mutual funds investing in securities permitted under this policy and under Section 53601 (1) of the California Government Code. Such funds must either: (1) attain the highest ranking, or the highest letter and numerical rating, provided by not less than two of the three largest nationally recognized rating services; or (2) have an Investment Advisor registered with the Securities and Exchange Commission with not less than five (5) years of experience investing in the securities and obligations authorized under this Policy and under California Government Code Section 53601, and with assets under management in excess of$500 million. The purchase price of shares of beneficial interest purchased pursuant to this policy, and the California Government Code may not include any commission that the companies may charge, and shall not exceed 20% of the District's surplus money that may be invested pursuant to this section. However, no more than 10% of the District's surplus funds may be invested in shares of beneficial interest of any one (1) mutual fund pursuant to this section. 8.9 Certificates of deposit: 8.9.1 Secured (collateralized) time deposits issued by a nationally or state-chartered bank or state or federal savings and loan association, as defined by Section 5102 of the California Financial Code, and having a net operating profit in the two (2) most recently completed fiscal years. Collateral must comply with Chapter 4, Bank Deposit Law, Section 16500 at seq., and Chapter 4.5, Savings and Loan Association and Credit Union Deposit Law, Section 16600 at seq., of the California Government Code. 8.9.2 Negotiable certificates of deposit (NCDs) issued by a nationally or state-chartered bank or state of federal savings and loan association, as defined by Section 5102 of the California Financial Code; and which shall have a rating of"A" or better on its long-term debt as provided by a NRSRO; or which shall have the highest letter and number rating for deposits as provided by a NRSRO; or as otherwise approved by the District's Board of Directors. No more than 30% of the portfolio may be invested in securities pursuant to this section. 8.9.3 To be eligible to receive local agency money, a bank, savings association, federal association, or federally insured individual loan company shall have received an overall rating of not less than '.satisfactory" in its most recent evaluation by the appropriate federal Page 8 financial supervisorial agency of its record of meeting the credit needs of California's communities, including low and moderate income neighborhoods, pursuant to Section 2906 of Title 12 of the United States Code. 8.10 Taxable or tax-exempt municipal bonds issued by any of the 50 United States. Such securities must be rated "A" or higher by a NRSRO; or as otherwise approved by the Districts' Board of Directors. 8.11 The State of California Local Agency Investment Fund (LAIF). The LAIF is an investment alternative for California's local governments and special districts managed by the State Treasurer's Office. LAIF is more fully described in the Glossary (See Appendix "H.") The District shall use LAW as a short-term cash management facility. Investment of District funds in LAIF shall be subject to investigation and due diligence prior to investing, and on a continual basis to a level of review pursuant to Section 3.0, Standard of Prudence, of this Policy. See Appendix "D" for investment pool questionnaire. 8.12 The Orange County Treasurer's Money Market Commingled Investment Pool (OCCIP). The OCCIP is a money market investment pool managed by the Orange County Treasurer's Office. OCCIP is more fully described in the Glossary. (See Appendix"H.") The District has no funds invested in OCCIP at this time. Investment of District funds in OCCIP would be subject to investigation and due diligence prior to investing, and on a continual basis to a level of review pursuant to Section 3.0, Standard of Prudence, of this Policy. 8.13 Repurchase agreements provided that: 8.13.1 All repurchase agreements shall be collateralized with securities eligible for purchase under this Policy. In order to anticipate market changes and to provide a level of security for all repurchase agreement transactions, collateralization shall be maintained at a level of at least 102% of the market value of the repurchase agreements, and shall be adjusted no less than weekly. 8.13.2 All repurchase agreements must be the subject of a Master Repurchase Agreement between OCSD and the provider of the repurchase agreement. The Master Repurchase Agreement shall be substantially in the form developed by The Bond Market Association. 8.14 Reverse repurchase agreements provided that: 8.14.1 No more than five percent (5%) of OCSD's portfolio shall be invested in reverse repurchase agreements, and there shall be no long- Page 9 term reverse repurchase agreements unless otherwise authorized by the Districts' Board of Directors. 8.14.2 The maximum maturity of reverse repurchase agreements shall be ninety (90) days. 8.14.3 Reverse repurchase agreements shall mature on the exact date of a known cash flow which will be unconditionally available to repay the maturing reverse repurchase agreement. 8.14.4 Proceeds of reverse repurchase agreements shall be used solely to supplement portfolio income or to provide portfolio liquidity, and shall not be used to speculate on market movements. 8.14.5 All reverse repurchase agreements must be the subject of a Master Repurchase Agreement between OCSD and the provider of the reverse repurchase agreement. The Master Repurchase Agreement shall be substantially in the form developed by The Bond Market Association. 8.15 Sales of OCSD-owned securities in the secondary market may incur losses in order to improve the risk or return characteristics of the portfolio, to prevent anticipated further erosion of principal, or when trading for securities that result in an expected net economic gain to OCSD. 8.16 If securities owned by the OCSD are downgraded below the quality required by this Investment Policy, it shall be OCSD's policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. If a decision is made to retain the downgraded securities in the portfolio, their presence in the portfolio will be monitored and reported monthly to the OCSD General Manager, the Administration Committee and Board of Directors. 9.0 Collateralization: Generally, the value to secure deposits under this Policy shall comply with Section 53652 of the California Government Code. Collateralization will be required for secured time deposits, as more fully described in Section 8.8.1; and repurchase agreements, as more fully described in Section 8.13.1. Collateral will always be held by an independent third-party, as more fully described in Section 10.1. The right of collateral substitution is granted. 10.0 Safekeeping and Custody: 10.1 All securities transactions, including collateral for repurchase agreements, entered into by, or on behalf of OCSD, shall be conducted on a Page 10 delivery-versus-payment (DVP) basis. Securities will be held by OCSD's third-party custodian bank, which shall be selected through a competitive process, or that agent's representative, or in the agent's account at the Federal Reserve Bank, or within clearing corporations in the U.S., and evidenced by book entry statements. 11.0 Diversification: OCSD will diversify its investments by security type, issuer, and financial institution in accordance with the following: 11.1 There is no limit on investment in securities issued by or guaranteed by the full faith and credit of the U.S. government. 11.2 No more than 20% of the portfolio may be invested in securities of a single agency of the U.S. government, which does not provide the full faith and credit of the U.S. government. 11.3 No more than 5% of the portfolio may be invested in securities of any one issuer, other than the U.S. government or its agencies. Investment in mutual funds is not governed by this Section 11.3. See Section 11.8 for conditions of purchase of mutual funds. 11.4 No individual holding shall constitute more than 5% of the total debt outstanding of any issuer. 11.5 No more than 40% of the portfolio may be invested in banker's acceptances. 11.6 No more than 25% of the portfolio may be invested in commercial paper. 11.7 No more than 30% of the portfolio may be invested in medium-term (corporate) notes. 11.8 No more than 20% of the portfolio may be invested in mutual funds. However, no more than 10% of the District's portfolio may be invested in shares of beneficial interest of any one (1) mutual fund. 11.9 No more than 30% of the portfolio may be invested in negotiable certificates of deposit. 11.10 No more than 10% of the portfolio may be invested in eligible municipal bonds. 11.11 No more than 20% of the Long Term Operating Monies portfolio may be invested in a combination of mortgage-backed securities, CMOs and Page 11 asset-backed securities. 11.12 No more than the lesser of 15% of the portfolio or the statutory maximum may be invested in LAIF. 11.13 No more than 15% of the portfolio may be invested in the Orange County Investment Pool. 11.14 No more than 20% of the portfolio may be invested in repurchase agreements. 11.15 No more than 5% of the portfolio may be invested in reverse repurchase agreements. 12.0 Maximum Maturities: To the extent possible, OCSD will attempt to match its investments with reasonably anticipated cash flow requirements. The Treasurer shall develop a five-year cash flow forecast, which shall be updated quarterly. Based on this forecast, the Treasurer shall designate, from time-to-time, the amounts to be allocated to the investment portfolio. OCSD monies invested in accordance with this Policy are divided into two (2) categories: 12.1 Liquid Operating Monies. Funds needed for current operating and capital expenditures are known as Liquid Operating Monies. 12.1.1 The maximum final stated maturity of individual securities in the Liquid Operating Monies account portfolio shall be one (1) year from the date of settlement. 12.1.2 The average duration of the Liquid Operating Monies account portfolio shall be recommended by the Treasurer based on the Districts' cash flow requirements, but may never exceed 180 days. 12.2 Long Term Operating Monies. Funds needed for longer term purposes are known as the Long Term Operating Monies. 12.2.1 The maximum final stated maturity of individual securities in the Long Term Operating Monies account portfolio shall be five (5) years from the date of settlement. 12.2.2 The duration of the Long Term Operating Monies account portfolio shall be recommended by the Treasurer based on the Districts' five-year cash flow forecast, but may never exceed 60 months. 12.2.3 The duration of the Long Term Operating Monies account portfolio shall never exceed 120% of the duration as established in Page 12 accordance with Section 12.2.2. 12.2.4 The duration of the Long Tenn Operating Monies account portfolio shall never be less than 80% of the duration as established in accordance with Section 12.2.2 13.0 Internal Control: 13.1 The Treasurer shall establish an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with policies and procedures. The current treasury management procedures are presented in Appendix "B." 14.0 Performance Objectives and Benchmarks: 14.1 Overall objective. The investment portfolio of OCSD shall be designed with the overall objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with investment risk constraints and reasonably anticipated cash flow needs. 14.2 The Liquid Operating Monies. The investment performance objective for the Liquid Operating Monies shall be to earn a total rate of return over a market cycle which exceeds the return on a market index approved by the Administration Committee, and by the District's Board of Directors, when the duration of the portfolio is established. This market index is more fully described in Board Resolution No. OCSD 14-20. 14.3 The Long Term Operating Monies. The investment performance objective for the Long Tenn Operating Monies shall be to earn a total rate of return over a market cycle which exceeds the return on a market index selected by the Administration Committee and approved by the Districts' Board of Directors, when the duration of the portfolio is established. This market index is more fully described in Board Resolution No. OCSD 14- 20. 15.0 Reporting: 15.1 Monthly transaction reports in accordance with California Government Code Section 53607 shall be submitted by the Treasurer to the Administration Committee which shall forward the reports to the District's Board of Directors. 15.2 Quarterly investment reports shall will be submitted by the Treasurer to the Administration Committee which shall forward the reports to the District's Board of Directors. The quarterly reports `hall be submitted to the AdminoRtrAt on Comm'Ilve .. 'thin 30 days of the end of the month Page 13 th R lnvPRtme^t Policy. The quarterly reports shall provide clear and concise status information on the District's portfolios at the end of each reporting period, including performance measures using the benchmarks described in Section 14.0 of this Investment Policy. Sample quarterly reports are presented in Appendix "F." These reports shall contain listings of individual securities held at the end of each reporting period, and shall disclose, at a minimum, the following information about the risk characteristics of OCSD's portfolio: 15.42.1 Cost and accurate and complete market value of the portfolio. 15.42.2 Modified duration of the portfolio compared to Benchmark. 15.42.3 Dollar change in value of the portfolio for a one-percent (1%) change in interest rates. 15.42.4 Percent of portfolio invested in reverse repurchase agreements, and a schedule which matches the maturity of such reverse repurchase agreements with the cash flows which are available to repay them at maturity. 15.42.5 For the Liquid Operating Monies account only, the percent of portfolio maturing within 90 days. 15.42.6 Average portfolio credit quality. 15.42.7 Percent of portfolio with credit ratings below"A" by any rating agency, and a description of such securities. 15.42.8 State that all investments are in compliance with this policy and the California Government Code, or provide a listing of any transactions or holdings which do not comply with this policy or with the California Government Code. 15.2.9 Time-weighted total rate of return for the portfolio for the prior three months, twelve months, year to date, and since inception compared to the Benchmark returns for the same periods. 15.42.10 State that sufficient funds are available for OCSD to meet its operating expenditure requirements for the next six months, or if not, state the reasons for the shortfall. 15.2 OCSD's Treasurer shall meet quarterly with the Administration Committee to review investment performance, proposed strategies and compliance with this Investment Policy. External investment advisors may be required to attend said meetings at the discretion of the Chairman of the Page 14 Administration Committee. 16.0 Investment Policy Adootion and Revision: 16.1 The Investment Policy of OCSD shall be reviewed by the Administration Committee and shall be adopted by resolution of the Board of Directors of OCSD. The Policy shall be reviewed on an annual basis in accordance with California Government Code Section 53646, and this Investment Policy, by the Administration Committee, which shall recommend revisions, as appropriate, to the Board of Directors. Any modifications made thereto shall be approved by the Board of Directors. 16.2 The Administration Committee shall serve as the oversight committee for the District's Investment program and shall adopt guidelines for the ongoing review of duration, quality and liquidity of the District's portfolio. Page 15 APPENDIX "A" SUMMARY OF INVESTMENT AUTHORIZATION INTERNAL AND EXTERNAL MANAGERS SHORT TERM OPERATING FUND INVESTMENT INTERNAL EXTERNAL U.S. Treasuries OK OK Federal Agencies Fixed coupon, fixed mat. OK Supranationals NO OK Mortgage-backed NO NO Commercial paper OK OK Banker's Accept. OK OK Medium Term Notes Fixed coupon, fixed mat.* OK Mutual Funds Money Market Only** Money Market Only Negotiable CDs Fixed coupon, fixed mat.* OK Municipal Bonds OK* NO LAIF OK NO OCIP OK NO CMOs NO OK Asset-backed NO OK Repurchase Agree. OK OK Reverse Repos OK* OK LONG TERM OPERATING PORTFOLIO INVESTMENT INTERNAL EXTERNAL U.S. Treasuries OK OK Federal Agencies Fixed coupon, fixed mat. OK Supranationals NO OK Mortgage-backed NO OK Commercial Paper OK OK Banker's Acceptances OK OK Medium Term Notes Fixed coupon, fixed mat.* OK Mutual Funds Money Market Only** OK Negotiable CDs Fixed coupon, fixed mat.* OK Municipal Bonds OK* OK LAIF OK NO OCIP OK NO CMOs NO OK Asset-backed NO OK Repurchase Agree. OK OK Reverse Repos OK* OK *With prior approval of the Administration Committee. **Using financial institutions approved by the Administration Committee. EXHIBIT "B" Calendar Year 2016 Performance Monitoring & Reporting Schedule For the Administration Committee The Quarterly Investment and Board of Directors meetings of: Management Program Report to be resented for the period of: January 2016 Board only) February Oct— Dec 2015 March April May Jan — March 2016 June Jul August Board only) Aril — June 2016 September October November Jul —Sept 2016 December EXHIBIT "B" ORANGE COUNTY SANTIATION DISTRICT PERFORMANCE MONITORING & REPORTING SUMMARY FOR THE DISTRICT'S INVESTMENT PROGRAM POLICY REFERENCE PERFORMANCE CHARACTERISTIC REPORTING PARTY* Chandler BNY Callan 15.1.1 Cost and market value of the portfolio(monthly mark-to-market). M, Q M, Q Q 15.1.2 Modified duration of the portfolio compared to benchmark. M, Q Q 15.1.3 Dollar change in value of the portfolio for a 1%change in interest rate. M, Q Q 15.1.4 Percent of portfolio invested in reverse repurchase agreements, and a schedule which M, Q matches the maturity of such reverse repurchase agreements with the cash flows which are available to repay them at maturity. 15.1.5 For the Liquid Operating Monies account only,the percent of portfolio maturing within 90 M, Q Q days. 15.1.6 Average portfolio credit quality. M, Q Q 15.1.7 Percent of portfolio with credit ratings below"A" by any rating agency, and a description M, Q Q of such securities. 15.1.8 Listing of any transaction or holdings which do not comply with this policy or with the M, Q California Government Code. 15.1.9 Time-weighted total rate of return for the portfolio forthe priorthree months,twelve M, Q Q months, year-to-date, and since inception compared to the benchmark returns for the same periods. ADDL* Comparison of portfolio performance to market index benchmark. M, Q Q ADDL** Comparison of Manager's performance to peer group benchmark. Q ADDL" Monitoring of organizational and structural changes of investment management firm. Q ADDL** Audit portfolios for compliance with investment policy guidelines. Q 15.1.10 OCSD will report if sufficient funds are available for it to meet operating expenditure requirements for the next six months, or if not, state the reason for the shortfall. Notes *M = Monthly *Q =Quarterly **ADDL= Monitoring of Additional Performance Characteristics RESOLUTION NO. OCSD 15-25 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT, AUTHORIZING THE DISTRICT'S TREASURER TO INVEST AND/OR REINVEST DISTRICT'S FUNDS, AND ADOPTING DISTRICT'S INVESTMENT POLICY STATEMENT AND PERFORMANCE BENCHMARKS; AND REPEALING RESOLUTION NO. OCSD 14-20 WHEREAS, on December 17, 2014, the Board of Directors adopted Resolution No. 14-20, readopting the District's Investment Policy Statement, and establishing specific performance benchmarks and objectives, together with a schedule of frequency of investment performance reports; and WHEREAS, pursuant to California Government Code Section 53607, the Board of Directors may delegate authority to invest and/or reinvest District's funds to the Treasurer for a one-year period; and WHEREAS, pursuant to California Government Code Section 53646, the District is required to review its Investment Policy annually and readopt its Policy at a public meeting,which Policy will establish specific performance benchmarks and objectives, and specific monitoring and reports. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That the authority of the Board of Directors to invest or reinvest District's surplus funds, or to sell or exchange securities so purchased, or to deposit for safekeeping the funds and investments of the Districts with depositories, as provided for in California Government Code Sections 53608 and 53630, is hereby delegated to the District's Treasurer for a one-year period commencing on the date this Resolution is adopted, as authorized by California Government Code Section 53607. OCSD 15-25-1 Section 2: That the Board of Directors hereby adopts the Investment Policy Statement of the Orange County Sanitation District, as set forth in Exhibit "A", attached hereto and incorporated herein by reference. Section 3: That the Board of Directors hereby adopts the following specific performance benchmarks for their two investment funds in accordance with Section 14.0 of the District's Investment Policy: LIQUID OPERATING MONIES: The Short-Term Operating Fund will be compared to the three-month T-Bill rate, and the Callan Active Cash Flow Income Style Group. The Callan Active Cash Flow Income Style Group represents a peer group of managers who operate with a maximum maturity of one year. LONG-TERM OPERATING MONIES: The Long-Term Operating Fund will be compared to the Merrill Lynch Government and Corporate One-to-Five Year Maturity Index and to the Callan Defensive Fixed Income Style Group. Section 4: That the Board of Directors hereby adopts a performance monitoring and reporting schedule, as required by Section 15.0 of the District's Investment Policy, which schedule is attached hereto as Exhibit"B", and incorporated herein by reference. Section 5: That Resolution No. OCSD 14-20 is hereby repealed. OCSD 15-25-2 PASSED AND ADOPTED at regular meeting of the Board of Directors, Orange County Sanitation District held December 16, 2015. John Nielsen Board Chair ATTEST: Kelly Lore Clerk of the Board OCSD 15-25-3 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 15-25 was passed and adopted at a regular meeting of said Board on the 16th day of December, 2015, by the following vote, to wit: AYES: None. NOES: None. ABSTENTIONS: None. ABSENT: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 16th day of December, 2015. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 15-25-4 ADMINISTRATION COMMITTEE Meeting Date TOBd.Or Dir. 12/09/15 12/16/15 AGENDA REPORT Item Item Number 3 16 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: CONFLICT OF INTEREST CODE GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 15-26 entitled, "A Resolution of the Board of Directors of Orange County Sanitation District adopting a Conflict of Interest Code which supersedes all prior Conflict of Interest Codes and amendments previously adopted:' SUMMARY The last biennial review, and formal amendment, to the District's Conflict of Interest Code was in March 2014. Although the Political Reform Act requires that every local agency review its Conflict of Interest Code biennially(which would bring forth the next amendment in 2016), staff is proposing this new amendment in order to reflect the current positions of those designated employees that are required to file statements of economic interests. Staff recommends that the Board of Directors adopt the 2015 Conflict of Interest Code to reflect the following changes: Addition and deletion of several positions If approved by the Board, the newly approved code will be forwarded to the County of Orange for approval. PRIOR COMMITTEE/BOARD ACTIONS March 2014 — Board amended the Conflict of Interest Code. ADDITIONAL INFORMATION N/A CEQA N/A Page 1 of 2 BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD websim (www.ocsd.corn with the complete agenda package: • Proposed Resolution No. OCSD 15-26 • Conflict of Interest Code Page 2 of 2 RESOLUTION NO. OCSD 15-26 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ADOPTING A CONFLICT OF INTEREST CODE WHICH SUPERSEDES ALL PRIOR CONFLICT OF INTEREST CODES AND AMENDMENTS PREVIOUSLY ADOPTED WHEREAS, the Political Reform Act of 1974, Government Code Section 81000 et. seq. ("the Act'), requires a local government agency to adopt a Conflict of Interest Code pursuant to the Act; and WHEREAS, the Orange County Sanitation District ('District') has previously adopted a Conflict of Interest Code and that Code now requires updating; and WHEREAS, amendments to the Act have in the past and foreseeably will in the future require conforming amendments to be made to the Conflict of Interest Code; and WHEREAS, the Fair Political Practices Commission has adopted a regulation, 2 California Code of Regulations, Section 18730, which contains terms for a standard model Conflict of Interest Code, which, together with amendments thereto, may be adopted by public agencies and incorporated by reference to save public agencies time and money by minimizing the actions required of such agencies to keep their codes in conformity with the Political Reform Act. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. The terms of 2 California Code of Regulations, Section 18730, any amendments to it duly adopted by the Fair Political Practices Commission, and all additional guidance by the Fair Political Practices Commission, are hereby incorporated by reference and, together with the 2015 Conflict of Interest Code for the Orange County Sanitation District, including Exhibits A and B in which members and employees are OCSD 15-26-1 designated and disclosure categories are set forth, constitute the Conflict of Interest Code of the Orange County Sanitation District. Section 2. The provisions of all Conflict of Interest Codes and Amendments thereto previously adopted by the Orange County Sanitation District are hereby superseded. Section 3. The Filing Officer is hereby authorized to forward a copy of this Resolution to the Clerk of the Orange County Board of Supervisors for review and approval by the Orange County Board of Supervisors as required by California Government Code Section 87303. PASSED AND ADOPTED at a regular meeting of the Board of Directors held December 16, 2015. John Nielsen Board Chair ATTEST: Kelly Lore Clerk of the Board OCSD 15-26-2 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 15-26 was passed and adopted at a regular meeting of said Board on the 16th day of December, 2015, by the following vote, to wit: AYES: None. NOES: None. ABSTENTIONS: None. ABSENT: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 16th day of December, 2015. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 15-26-3 2015 CONFLICT OF INTEREST CODE FOR THE ORANGE COUNTY SANITATION DISTRICT The Political Reform Act, Government Code Sections 81000, at seq., requires state and local government agencies to adopt and promulgate Conflict of Interest Codes. The Fair Political Practices Commission has adopted a regulation (2 Cal. Code of Regs. Section 18730) which contains the terms of a standard Conflict of Interest Code, which may be incorporated by reference in an agency's code. After public notice and hearing, it may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations Section 18730, any amendments to it duly adopted by the Fair Political Practices Commission, and all additional guidance by the Fair Political Practices Commission, are hereby incorporated by reference. This regulation and the attached Appendix designating officials and employees and establishing disclosure categories, shall constitute the Conflict of Interest Code of the Orange County Sanitation District. Designated employees shall file statements of economic interests with the District's Clerk of the Board who will make the statements available for public inspection and reproduction (Government Code Section 87500). Upon receipt of the statements of the Orange County Sanitation District Board of Directors, Orange County Sanitation District Financing Corporation, General Manager, General Counsel, Assistant General Manager, Director of Engineering, Director of Finance & Administrative Services, Director of Operations & Maintenance, Director of Facility Support Services, Director of Human Resources, and the Clerk of the 1125713.1 OCSD 15-26-4 Board, the Filing Officer shall make and retain a copy and forward the original of these statements to the Clerk of the Orange County Board of Supervisors. Statements for all other designated employees will be retained by the Filing Officer. 1125713.1 OCSD 15-26-5 EXHIBIT A ORANGE COUNTY SANITATION DISTRICT LIST OF DESIGNATED POSITIONS CONFLICT OF INTEREST CODE Disclosure Designated Positions Categories Accounting Supervisor OC-05 Assistant General Manager OC-01 Buyer OC-05 Capital Improvement Program Project Manager OC-41 Chief Plant Operator OC-05 Clerk of the Board OC-05 Construction Inspection Supervisor OC-05 Construction Inspector OC-10 Consultant OC-30 Contracts & Purchasing Manager OC-05 Contracts Administrator OC-05 Contracts Supervisor OC-05 Controller OC-05 *Deputy Clerk of the Board OC-05 Director of Engineering OC-41 Director of Facility Support Services OC-41 Director of Finance &Administrative Services OC-41 Director of Human Resources OC-41 Director of Operations & Maintenance OC-41 *Engineer OC-29, OC-41 Engineering Manager OC-05 Engineering Supervisor OC-05 Environmental Compliance & Regulatory Affairs Manager OC-05 Environmental Laboratory & Ocean Monitoring Manager OC-05 Environmental Supervisor OC-29 Facilities Manager OC-05 General Counsel OC-01 General Manager OC-01 *Human Resources & Risk Manager OC-11 Human Resources Supervisor OC-11 Information Technology Manager OC-08 Information Technology Supervisor OC-08 Information Technology Systems & Operations Manager OC-08 Laboratory Supervisor OC-21 Maintenance Manager OC-05 1125713.1 O03D 15-26-6 Maintenance Supervisor OC-05 Materials Control Supervisor OC-05 Operations Manager OC-05 Operations Supervisor OC-05 Orange County Sanitation District Financing Corporation Board OC-01 of Directors Principal Accountant OC-41 Principal Contracts Administrator OC-05 Principal Financial Analyst OC-12 *Principal Human Resources Analyst OC-11 *Principal Public Affairs Specialist OC-05 Public Affairs Manager OC-05 Purchasing Supervisor OC-05 ±RWkA4anaW OC-12 Safety & Health Supervisor OC-05 Secretary of the Orange County Financing Corporation OC-05 Senior Buyer OC-05 Senior Construction Inspection Supervisor OC-05 Senior Construction Inspector OC-10 Senior Contracts Administrator OC-05 Senior Engineer OC-05 Senior Scientist OC-21 *Source Control Supervisor OC-29 Treasurer of the Orange County Financing Corporation OC-41 *The following amendments are made: • Human Resources & Risk Manager— modified to combine Human Resources Manager and Risk Manager • Principal Human Resources Analyst—added • Principal Public Affairs Specialist— added • Deputy Clerk of the Board — added • Source Control Supervisor— added • Engineer- added 1125713.1 OCSD 15-26-7 EXHIBIT B ORANGE COUNTY SANITATION DISTRICT DISCLOSURE CATEGORIES CONFLICT OF INTEREST CODE Disclosure Category Disclosure Description OC-01 All interests in real property in Orange County or the District, as well as investments, business positions and sources of income (including gifts, loans and travel pa ments). OC-05 All investments in, business positions with and income (including gifts, loans and travel payments)from sources that provide services, supplies, materials, machinery, equipment (including training and consulting services) used by the department or District, as applicable. OC-08 All investments in, business positions with and income (including gifts, loans and travel payments)from sources that develop or provide computer hardware/software, voice data communications, or data processing goods, supplies, equipment, or services (including training and consulting services) used by the department or District, as applicable. OC-10 All investments in, business positions with and income (including gifts, loans and travel payments)from sources that are engaged in any real estate activity including, but not limited to real estate appraisal, development, construction, planning/architectural design, engineering, sales, brokerage, leasing, lending, insurance, rights of way, and/or studies; and/or property or facilities management/maintenance/custodial and utility services as used by the department or provides capital for the purchase of property used or sold by Orange County or the District. OC-11 All interests in real property in Orange County or located entirely or partly within District boundaries, as well as investments in, business positions with and income (including gifts, loans and travel payments) from sources that are engaged in the supply of equipment related to (i) recruitment, employment search & marketing, classification, training, or negotiation with personnel; (ii) employee benefits; and (iii) health and welfare benefits. OC-12 All interests in real property in Orange County, as well as investments in, business positions with and income (including gifts, loans and travel payments)from sources that invest funds or engage in the business of insurance including, but not limited to insurance companies, carriers, holding companies, underwriters, brokers, solicitors, agents, adjusters, claims mangers and actuaries; from financial institutions including but not limited to, banks, savings & loan associations and credit unions or sources that have filed a claim, or have a claim pending, against Orange County. 1125713.1 OCSD 15-26-8 EXHIBIT B ORANGE COUNTY SANITATION DISTRICT DISCLOSURE CATEGORIES CONFLICT OF INTEREST CODE Disclosure Category Disclosure Description OC-21 All investments in, business positions with and income (including gifts, loans and travel payments)from sources that provide laboratory or chemical — related goods, supplies, equipment, or services (including training and cons Iting services). OC-29 All investments in, business positions with and income (including gifts, loans and travel payments)from sources that are subject to inspection or re ulation b the department. OC-30 Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest category in the code subject to the following limitation: The Department Head/Director/General Manager/SuperintendenUetc. may determine that a particular consultant, although a "designated position," is hired to perform a range of duties that is limited in scope and thus is not required to fully comply with the disclosure requirements in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure required. The determination of disclosure is a public record and shall be filed with the Form 700 and retained by the Filing Officer for public inspection. OC41 All interests in real property in Orange County or the District, as applicable, as well as investments in, business positions with and income (including gifts, loans and travel payments)from sources that provide services, supplies, materials, machinery, vehicles, or equipment (including training and consulting services) used by the department or District, as applicable. 1125713.1 OCSD 15-26-9 ITEM NO. 17 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, November 18, 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 Nielsen on Wednesday, November 18, 2015 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Nielsen, Chair Jim Herberg, General Manager Greg Sebourn, Vice-Chair Bob Ghirelli, Assistant General Manager Keith Curry, Administration Committee Rob Thompson, Director of Engineering Chair Nick Arhontes, Director of Facility John Withers, Operations Committee Support Services 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 None. Kelly A. Lore, Clerk of the Board Jennifer Cabral Jim Colston Norbert Gaia Al Garcia Lori Khajadourian OTHERS PRESENT: Kendra Carney, Associate General Counsel Bill Vanderwerff, EOCWD Doug Davert, EOCWD Lisa Ohlund, EOCWD Brian Lochrie, EOCWD Paul Cook, IRWD Carolyn Emery, OC LAFCO Donna Sutton, FCA Barbara Sabatino Debbie Knox, North Tustin resident Donal Bauer, North Tustin resident 11/1B/2015 Steering Committee Minutes Page 1 d4 PUBLIC COMMENTS: Donald Bauer, North Tustin Resident, spoke in support of Irvine Ranch Water District in regards to Item 3 and provided an agency comparison paper on OCSD Service Area 7. REPORTS Chair Nielsen provided an update from the Legislative and Public Affairs (LAPA) Committee including: educational outreach, tours and events. He also stated that Adam Link, Director of Government Affairs with CASA had presented the 2016 Legislative Platform of that agency to the Committee. General Manager Jim Herberg informed the Committee of the planned reorganization of the District including the departure of Director of Facilities Support Services, Nick Arhontes in March. CONSENT CALENDAR: Clerk of the Board Kelly Lore stated a correction to the minutes. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Corrected Minutes of the October 28, 2015 Regular Steering Committee Meeting. AYES: Beamish; Kring; Nielsen; Seboum; Shawver and Withers NOES: None ABSTENTIONS Curry ABSENT: None 2. GENERAL MANAGER COMPENSATION AND BENEFITS (John Nielsen) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: 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." AYES: Beamish; Curry; Kring; Nielsen; Sebourn; Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: None 1 V 18/2015 Steering Committee Minutes Page 2 of 4 NON-CONSENT CALENDAR: 3. EXTENSION OF AGREEMENT WITH EAST ORANGE COUNTY WATER DISTRICT (Jim Herberg) RECOMMENDATION, onnernrnnna to the Board of Directors to, A fhn:ze FAnI't:pq T.ARSfei, A.......ment with Cant OFaRgn QGUAh. Wa1on DiRtFl.d regard'nn the trannfnr of Innnln Coni no Arna T Chair Nielsen provided a historical overviewof the current agreement and amendment with East Orange County Water District(EOCWD)and explained that due to inevitable delays, EOCWD has asked that the agreement by extended. Chair Nielsen went on to explain that there are now two agencies who have applied and are being evaluated by the Orange County Local Agency Formation Committee (LAFCO)for this transfer. He stated that the Board's focus should be only that the portion of the local sewer should transfer to an appropriate party that will maintain them and allow OCSD to continue receiving the wastewater flows in perpetuity. The Clerk of the Board distributed late correspondence from Lisa Ohlund, General Manager of EOCWD, regarding a proposed Amendment to the current agreement. General Manager Herberg added additional background regarding the expiration of the current term; LAFCO continuations; and the exclusivity structure of the agreement with EOCWD. A Substitute Motion was made by Director Beamish. Discussion ensued regarding: the exclusivity clause and flexibility to renegotiate the current contract; protection of flows; possibility to increase flows; bifurcation of issues; extending the contract with the removal of exclusivity; user rates; revenue sharing; EOCWD agreement processes and cost issues; local elected officials preferences; agency relationships; best service levels; consideration of applications to LAFCO; disposal of local systems; honoring agreements; and leverage of agreement expiration. Kendra Carney,Associate General Counsel clarified the validity of a substitute motion. Vice-Chair Seboum called for the question on the substitute motion. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Authorize the General Manager to negotiate with East Orange County Water District (EOCWD) regarding an extension to the existing agreement, to obtain terms to allow Orange County Sanitation District to negotiate with Irvine Ranch Water District (IRWD) or any other applicant 11/15/2015 Steering Committee Minutes Page 3 of 4 regarding the Local sewer facilities transfer agreement, and any other issues pertinent to the agreement, and return to the next Steering Committee meeting with the proposed terms. AYES: Beamish; Curry; Kring; Sebourn; and Withers NOES: Nielsen ABSTENTIONS Shawver ABSENT: None INFORMATION ITEMS: 4. STRATEGIC PLAN UPDATE BOARD WORKSHOP SUMMARY (Bob Ghirelli) Assistant General Manager Bob Ghirelli referred the Committee to the report on Book Page 43 and stated that the final Strategic Plan Update, including the information from the workshop, will be presented to the Steering Committee at next month's meeting. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 5:56 p.m. to the next Steering Committee meeting to be held on Wednesday, December 16, 2015 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 11/15/2015 Steering Committee Minutes Page 4 of 4 STEERING COMMITTEE Meeting Date TOBd.Or Dir. 12/16/15 12/16/15 AGENDA REPORT ItemNumber Item Number z is Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert Ghirelli, Assistant General Manager SUBJECT: ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 15-27, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Fixing and Establishing Rules of procedure for the Conduct of Business of the District, and Repealing Resolution No. OCSD 15-01." SUMMARY The procedures are being updated at this time to reflect the new start time of 5:00 p.m. for the Administration Committee meetings and to include a Deputy Clerk of the Board to attend meetings in the absence of the Clerk of the Board. PRIOR COMMITTEE/BOARD ACTIONS January 2015 - The Board approved the latest Rules of Procedure Resolution on January 28, 2015, Resolution No. OCSD 15-01. June 2010 — The Board approved the latest Rules of Procedure Resolution on June 23, 2010, Resolution No. OCSD 10-06. ADDITIONAL INFORMATION N/A CEQA N/A ATTACHMENT The following attachment(s) is attached in hard copy and may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Resolution No. OCSD 15-27 Page 1 of 1 RESOLUTION NO. OCSD 15-27 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT FIXING AND ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICT, AND REPEALING RESOLUTION NO. OCSD 15-01 WHEREAS it is necessary to establish rules of procedure to facilitate the orderly handling of business to come before the Orange County Sanitation District Board of Directors and Standing, Steering, Special and Ad Hoc Committees. NOW THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: Rules of Procedure. That the following rules of procedure be adopted for the conduct of business of the District: A. Regular Meetings. There shall be a regular monthly meeting of the Board of Directors of the District on the fourth Wednesday of every month at 6:00 p.m., in the Administrative Offices of the District, located at 10544 Ellis Avenue, Fountain Valley, California; provided, however, if the fourth Wednesday of the month falls upon a legal holiday, said monthly meeting shall be held on the next day thereafter, at the same time and place, unless the Board adjourns to a different date and time. The Board of Directors may adjourn any regular, special or adjourned special meeting to a time and place certain, as specified in the order of adjournment. B. Special Meetings. A special meeting of the Board of Directors may be called in either one of the following ways: (1) By the Chairperson of the Board of Directors; or (2) By the written request of a majority of the Steering Committee delivered to the Clerk of the Board. The call or notice for special meeting shall be in writing and delivered personally or by mail at least twenty-four (24) hours before the time of such meeting, as specified in the notice. Any notice deposited in the regular mail addressed to a Director at the address he or she has on file with the Clerk of the Board postage prepaid, sixty (60) hours in advance of any such meeting as specified in the notice, shall be presumed to have been delivered. OCSD 15-27-1 The call or notice shall specify the time and place of the special meeting, a description of the business to be transacted, and copies of all pertinent written materials. Such written notice may be dispensed with as to any Director or Alternate Director who, at or prior to the time the meeting convenes, files with the Clerk of the Board a written waiver of notice. Such waiver may be given by facsimile or electronic mail. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. The Clerk of the Board shall diligently attempt to notify each Director personally of the time, place and purpose of said meeting, not less than twenty-four(24) hours before the time of said meeting. The call or notice shall be posted in the administrative offices' public lobby at least twenty-four (24) hours prior to the special meeting. C. Meetings Adjourned by Clerk of the Board. If at any regular, adjourned regular, special, or adjourned special meeting, there is not a quorum of Directors present, the Clerk of the Board may declare the meeting adjourned to a stated time and place and shall cause written notice of the adjournment to be given in the same manner as for a special meeting, unless such notice is waived as provided for in special meetings. Within twenty-four (24) hours after the time of the adjournment, a copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held. D. Notices to News Media. When any local newspaper of general circulation, radio or television station requests, in writing, notices of meetings of the Board of Directors, the Clerk of the Board shall thereafter, until receipt of a notice terminating said request, deliver notices of regular, regular adjourned, and special adjourned meetings to such newspapers, radio or television stations. Delivery shall be made in the same manner as delivery is made to the Directors. E. Conduct of Meetings. (1) Procedural Rules. The procedural rules for debate and action shall be as set forth in Table 1, attached hereto and adopted herein by reference. Robert's Rules of Order shall not be applicable or govern the procedures for the conduct of Sanitation District business. (2) Legal Officer. In any case of ambiguity or uncertainty in the interpretation or application of these Rules to any procedure, the presiding officer may direct such question for a ruling to the Board's General Counsel, who shall be the parliamentarian of the Board. (3) Obtaining the Floor and Making Motions. Any member of the Board wishing to speak, or any member of the public wishing to address the Board, must first be recognized by the Chairperson. The Chairperson must recognize any member of the Board who seeks the floor when appropriately entitled to address the Board. OCSD 15-27-2 Any member of the Board, including the Chairperson, may bring a matter of business properly before the Board by making a motion. Any member, including the Chairperson, except the member making the motion, may second the motion. Once a motion is seconded, it may be opened for discussion and debate, in accordance with the procedures in Subsection (4) below. (4) Rules for Discussion. Debate. and Deliberation by the Board. The procedures for consideration and action on all matters to come before the Board shall be in compliance with the terms of this Section, as follows: (a) Each item on the Agenda will be introduced in a form of a report by either Staff or Counsel. (b) Upon completion of the report, the Chairperson will allow for direct questions regarding the item, by Directors, each in turn, and in the order as selected by the Chairperson. (c) Upon completion of the question period, the Chairperson will entertain a motion and second for consideration by the Board. (d) Discussion among the Directors will follow. Each Director will be recognized to address the Board in the order selected by the Chairperson, with a five (5) minute time limit for each Member wishing to speak on the Agenda item, unless the time limit is waived by the Chairperson. There will be no interruptions of the Director who has been recognized. Attempted interruptions will be declared out-of-order, and the Board Member attempting to interrupt will be asked to remain silent until recognized. (a) As an additional courtesy to everyone, repetition of comments will be discouraged in the interest of time, and at the discretion of the Chairperson, can be declared out-of-order. (f) After each Member who wishes to speak has been recognized and completed his/her remarks, a single three (3)minute period of rebuttal will be allowed any Director, unless the time limit is waived by the Chairperson. (g) If it appears to the Chairperson that any Director is pursuing a line of questioning or commentary due to lack of preparation or prior review with the District's Staff, the Director's time will be declared to have been used up, and no further inquiry will be allowed. (h) Upon adoption of a motion on an Agenda item, there will be no further discussion of that item. OCSD 15-27-3 (5) Decorum in Debate. All Members shall address their remarks to the Chairperson and confine them to the business then pending and subject to discussion before the Board, avoiding personalities and reflections upon anyone's motives. (6) Closing or Limiting Debate. At all times the Board shall endeavor to allow free and open debate among Members of the Board. However, in the discretion of the Chairperson, it may become necessary to close or limit debate, so that action can be taken by the Board. An order by the Chairperson closing or limiting the debate can only be set aside by a majority vote of the Board. F. Quorum. A majority of the Directors shall constitute a quorum of the Board. G. Chairperson and Vice Chairperson of the Board. A Chairperson and Vice Chairperson of the Board shall be elected by a majority vote of Directors at the regular meeting in June of each year, and will assume office July 1st. The nominations for Chairperson and Vice Chairperson shall be made at the regular Board meeting in May of each year. Any person nominated for Chairperson shall be deemed to be nominated for Vice Chairperson in the event the person is not elected as Chairperson. Thereafter, the nominees shall prepare a statement setting forth their qualifications for the office sought. The statements shall be mailed to members of the Board of Directors with the Agenda and other meeting material for the June regular meeting. If only one individual is nominated for Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Chairperson, no election shall be held in June, and the individual shall assume office July 181. If only one individual is nominated for Vice Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Vice Chairperson, no election shall be held in June, and the individual shall assume office July is'. The Chairperson and Vice Chairperson shall serve at the pleasure of a majority of the Directors. In the event the office of Chairperson becomes vacant due to resignation or retirement of the incumbent prior to the expiration of the regular term, the Vice Chairperson shall automatically succeed to the office of the Chairperson and shall continue to serve through the remainder of the regular term unless sooner removed by action of a majority of the Directors. In the event the office of Vice Chairperson becomes vacant prior to the expiration of the regular term, nominations and the election of a Director to serve in that capacity shall be conducted at the next regular Board meeting. The person so elected shall serve the balance of the regularly-scheduled term unless sooner removed as a result of action by a majority of the Directors. The Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Chairperson. The Vice Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Vice Chairperson. OCSD 15-27-4 H. Presiding Officer. The Chairperson of the Board shall preside during meetings of the Directors. In the absence of the Chairperson, the Vice Chairperson shall preside. I. Clerk of the Board and Minutes. The Board of Directors shall have a person designated to serve as Clerk of the Board. The Clerk of the Board will be appointed to the position by the General Manager and shall report to the General Manager or a Department Head as designated by the General Manager. The Clerk of the Board will be a regular full time employee, subject to all the rules and policies applicable to all regular full time employees. The Clerk of the Board shall attend all meetings of the Board of Directors, unless excused by the Chairperson, and shall prepare an accurate record of each meeting for submission to the Directors and subsequent approval at the following meeting; provided, however, that when an adjourned, special or special adjourned meeting of the Board of Directors immediately precedes a regular meeting, Minutes of said meeting shall be submitted for approval at the next meeting of the Board following said regular meeting. In the preparation of Official Minutes of a meeting of the Board of Directors, the Clerk of the Board will not record the name of the Director who moves or who seconds the adoption of a motion or Resolution, except the vote of any individual Director shall be recorded upon that Director's request. The Minutes will reflect the votes by name of Director when required by provisions of state law. In the absence of the Clerk of the Board, a Deputy Clerk of the Board shall be appointed to exercise the duties of the Clerk of the Board. J. Regular Business to Come Before the Board of Directors. Insofar as practicable, all items of business to be taken up at a regular meeting of the Board shall be submitted to the Clerk of the Board, who shall include on the Agenda all such items submitted by Directors, the General Manager and General Counsel, and all formal communications. The Clerk of the Board shall mail to each Director a notice of such regular meetings, together with a proposed Agenda, not later than the Friday immediately preceding such regular meetings. Said Agenda, insofar as possible, shall include copies of Resolutions, except as hereafter provided, and a description of all matters to be considered, together with any pertinent written materials. Agendas shall be posted in a location freely accessible to the public not less than seventy-two (72) hours in advance of the meeting. Resolutions designated as "standard" and adopted by the Board of Directors from time to time,and approved as to form and content, need not be included with said Agenda; provided, however,that the information completing said standard Resolutions shall be set forth on the Agenda listing, and copies of said standard Resolutions shall be on file with the Clerk of the Board at the meeting time and place. OCSD 15-27-5 Items of business not known at the time the regular Agenda is mailed as herein provided, may be considered as supplemental Agenda items; provided that all requirements of the Ralph M. Brown Act (California Government Code Sections 54950 at sec.) are satisfied. No business, except with consent of two-thirds of the Directors present (a majority of Directors present for emergency actions), and only if permitted by the Ralph M. Brown Act, not appearing on the regular or supplemental Agendas may be brought before the Board of Directors. The meeting Agenda shall provide for an opportunity for members of the public to address the Board on items on the Agenda and non-Agenda items of public interest. As determined by the Chairperson, speakers may be deferred until the specific Agenda item is taken for discussion, and remarks may be limited to three (3) minutes. Speakers on non-Agenda items may address only items that are within the subject matter jurisdiction of the Board of Directors. Time allotted for such presentations is limited to three (3) minutes or less. Total time allotted for all public input on each non-Agenda item is limited to thirty (30) minutes to one (1) hour, taking into consideration the number of persons filing a request to address the Board. However, time allotments may be waived by a majority vote of the Board. K. Handling of Business and Voting. During the course of a Board meeting, routine matters listed on the Agenda for consideration will be referred to by Agenda Item Number only. Voting on all Resolutions shall be by roll call, except if waived by unanimous voice vote, in which event, the Chairperson may order a unanimous ballot cast in favor of the motion or Resolution under discussion. The name of each Director shall be called only once. On matters of considerable interest or on which there appears to be a controversy, the motion or Resolution shall be read by title or repeated by the Chairperson. The Chairperson shall thereafter call for discussion of the motion or Resolution, at which time any member may discuss the pending matter. Any person other than a Director present at the meeting may speak on the motion if recognized by the Chairperson. Sole discretion as to the extent of discussion outside of the membership of the Board shall rest with the Chairperson. At the close of discussion, the Chairperson may, at the Chairperson's discretion, repeat the motion or Resolution pending, and thereafter, call for a vote. The Clerk of the Board shall determine and state whether or not a motion or Resolution is adopted by roll call vote. On all other matters, the Chairperson shall determine the outcome of the voting. OCSD 15-27-6 L. Committees. (1) Standing Committees. (a) Steering Committee: There shall be a permanent Committee designated as the Steering Committee, comprised of the Chairperson of the Board, the Vice Chairperson of the Board, the Chairperson of each of the Standing Committees, and three at-large members selected by the Chairperson of the Board. The Vice Chairperson of each of the two Standing Committees shall serve as the designated Alternate, in the absence or inability to serve by any Chairperson. The Committee shall also conduct an annual performance evaluation of the General Manager and submit recommendations on his/her compensation to the Board of Directors. The Committee shall also review the General Manager's evaluation and compensation of the executive management employees, based on established criteria, and executive management's goals and objectives for the following year. The Committee shall also conduct an annual performance evaluation of General Counsel and submit recommendations to the Board of Directors as provided by Resolution OCSD 12-03. The Committee shall receive written requests for a hearing, set hearings or deny the request for a hearing on appeals concerning permit suspension, revocation, or denial as provided by Ordinance OCSD-37. The Committee shall make recommendations to the Board of Directors on labor negotiations and other related activities as may be needed or appropriate. The Committee shall also be authorized to assign new subjects of significant importance to the appropriate Standing Committee for study, evaluation and recommendation. The Steering Committee shall meet on the fourth Wednesday of each month at 5:00 p.m. preceding the Board's meeting, or at the call of the Chairperson of the Board of Directors. (b) Administration Committee: There shall be a permanent Administration Committee (Finance, Human Resources and Information Technology) to advise the Staff and make recommendations on matters related to the financial, budgeting, administrative and personnel policies and programs of the District. The Committee shall review with the Staff the procedures for development, preparation and format of the annual budget and recommend appropriate change, and counsel the Staff during the budget process to assure the proper OCSD 15-27-7 interpretation and implementation of the Board's policies and that the desired procedures have been followed. The responsibility for consideration and adoption of the District budget rests with the Board of Directors. The Committee shall periodically interview and recommend the selection of outside auditors. The Committee shall review the result of the annual audit of the District's accounts with representatives of the outside audit firm, including any comments received recommending improvements. The Committee shall review management's response to these comments and make appropriate recommendations for implementation. Periodically, the Committee shall recommend employment of an outside firm to audit internal control procedures to safeguard the assets of the District. The Committee shall interview and make recommendations on the employment of investment-banking firms, bond counsel, and if necessary or desired,financial advisors, to be used in connection with the District's financing programs. The Committee shall periodically coordinate recommendations on personnel audits of the District's operations or segments of the operations on an as-needed basis. The Committee shall make recommendations on personnel policies and procedures, insurers and coverage, procurement procedures, and such other related activities as may be needed or appropriate. The Chairperson of the Board of Directors shall appoint a Committee Chairperson and a Committee Vice Chairperson for the Administration Committee. The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The Administration Committee shall consist of thirteen members, as follows: (1)The Chairperson of the Board of Directors; (2)The Vice Chairperson of the Board of Directors; (3)The Committee Chair of the Administration Committee; (4)The Committee Vice Chair of the Administration Committee; and OCSD 15-27-8 (5) Nine additional Board members appointed by the Chairperson of the Board of Directors. Other than the Board Chairperson and the Board Vice Chairperson, no Director who serves on the Operations Committee shall be eligible to serve on the Administration Committee. The Administration Committee shall meet on the second Wednesday of each month at 5:00 p.m., or at the call of its Chairperson. (c) Operations Committee. There shall be a permanent Committee designated the Operations Committee (Engineering, Operations & Maintenance and Technical Services). With the goal of compliance with all public health and environmental laws and regulations, the Operations Committee shall review and submit appropriate recommendations on the matters pertaining to the operation of the District Treatment Works, including such matters as current and projected service/flow needs, level and quality of treatment, conservation, recycling and reuse activities, and air quality issues. The Committee shall also review issues pertaining to the District's NPDES Ocean Outfall Discharge Permit, including annual review of the contractor(s) performing the ocean monitoring and research programs required as a condition of said permit, and related issues regarding protection of the marine waters off metropolitan Orange County's coastline from impacts resulting from the District's operations and discharge of treated wastewater. The Committee shall also review matters pertaining to contractual arrangements by the District to provide sewerage services to areas outside the District's boundaries or approved spheres of influence. The Committee shall review plans for the future needs of the District, explore alternatives and make recommendations to the Board of Directors. The Operations Committee shall also review and submit appropriate recommendations on matters pertaining to capital projects which address operational needs, including the selection of professional consulting services to assist in studying, planning and designing needed District Treatment Works and support facilities, including computerized systems, in accordance with the Board's established policies and procedures for procuring such services; the Committee shall further review construction projects for said facilities in accordance with applicable public works laws and Board policies. Said oversight shall include the contracts for professional services and public works construction projects and addenda or change orders thereto. In carrying out its responsibilities, the Committee shall receive advance notice and regular status reports on the projects from Staff, and monitor, visit and observe the District Treatment Works' operational functions and major capital construction projects. OCSD 15-27-9 The Chairperson of the Board of Directors shall appoint a Committee Chairperson and a Committee Vice Chairperson of the Operations Committee. The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The Operations Committee shall consist of fourteen members, as follows: (1)The Chairperson of the Board of Directors; (2)The Vice Chairperson of the Board of Directors; (3)The Committee Chair of the Operations Committee; (4)The Committee Vice Chair of the Operations Committee; and (5)Ten (10)additional Board members appointed by the Chairperson of the Board of Directors. Other than the Board Chairperson and the Board Vice Chairperson, no Director who serves on Administration Committee shall be eligible to serve on the Operations Committee. The Operations Committee shall meet on the first Wednesday of each month at 5:00 p.m., or at the call of its Chairperson. (d) Legislative and Public Affairs Committee: There shall be a permanent Committee designated as the Legislative and Public Affairs Committee, comprised of the Chairperson of the Board, the Vice Chairperson of the Board, and five at-large members selected by the Chairperson of the Board. The Committee shall advise the Staff and make recommendations on matters related to the legislative and public affairs programs of the District. The Legislative and Public Affairs Committee shall meet on the second Monday of each month at 5:00 a.m. or at the call of the Board Chairperson. (2) Special and Ad Hoc Committees. In addition to the Standing Committees, the Chairperson of the Board of Directors, or the Chairperson of a Standing Committee, or a majority of the Directors, may appoint from time to time, Special or Ad Hoc Committees to study and report on specific matters. Such Committees shall be temporary in nature, and their assignments shall pertain to a current, specific issue. Upon completion of the assigned task, the Ad Hoc or Special Committee will be dissolved. The Chairperson and Vice Chairperson of Special and Ad Hoc Committees shall be appointed by the Chairperson of the appointing authority. OCSD 15-27-10 Each Special and Ad Hoc Committee shall meet at the call of its Chairperson. M. Motion to Refer to a Standing Committee. Any Director at a Board meeting may move to have a policy or any other activity affecting the Sanitation District, or any one of the member Agencies, referred to a Standing Committee for study and report. This motion shall be a privileged motion, and when duly seconded, discussion thereof shall be limited to Directors only. Said motion shall receive an affirmative vote of a majority of the Directors for adoption. Section 2: Procedure for Consideration of Demands for Corrective Action. A. Requirement of Written Demand. Prior to any person commencing a judicial action for injunction or mandamus to declare any action taken by the Board void because of failure to observe Brown Act requirements, such person must first serve upon the Clerk of the Board a written demand describing the alleged violation and demanding corrective action. Such demand must be served upon the Clerk of the Board within thirty (30) days of the complained of action. Failure to serve any such demand within this thirty (30)day period shall result in the loss of any right to challenge any action to have been taken in violation of Sections 54953, 54954.2, or 54956 of the California Government Code. B. Consideration of Corrective Action. Upon receipt of such a demand, consideration of the demand shall immediately be placed on the Agenda for the next meeting of the Board of Directors. If the demand is received less than seventy-two (72) hours prior to the time set for the next meeting, the Board may determine that the notice constitutes the initiation of litigation, and that the need to take action on the threatened litigation arose subsequent to the posting of the Agenda, and may consider it at that meeting pursuant to Section 1(J) above. A description of any item so placed on the Agenda shall include both consideration of the demand, and the possibility of corrective action by the Board. In considering such demands, the Board shall first determine, by motion, whether corrective action should be taken. If no motion to take corrective action is carried, the Clerk of the Board shall inform the demanding party in writing of the Board's decision not to cure or correct the challenged action. C. Implementing Corrective Action. If a motion to take corrective action passes, the Chairperson may entertain a motion implementing corrective action. Any motion implementing corrective action shall address the concerns raised in the consideration of corrective action. The motion implementing corrective action may include a motion to rescind prior action taken, as appropriate. Passage of a motion to rescind invalidates prior action only as of the time of the passage of the motion, and not OCSD 15-27-11 from the date of the initial action. A motion implementing corrective action resulting from a written demand is out-of-order if the action complained of(a)was in connection with the sale or issuance of notes, bonds, or other evidences of indebtedness, or any contract, agreement, or incident thereto; or (b) gave rise to a contractual obligation upon which a party has, in good faith, detrimentally relied. In any event, the Board shall notify the party making the demand in writing of its decision to take corrective action, and shall describe any corrective action taken. This notice shall be given to the demanding party as soon as possible after the meeting, but in no event more than thirty (30) days after receipt of the demand. Section 3: Resolution No. OCSD 15-01 is hereby repealed. Section 4: This Resolution shall become effective immediately. PASSED AND ADOPTED at a regular meeting held December 16, 2015. John Nielsen Board Chair ATTEST: Kelly A. Lore Clerk of the Board OCSD 15-27-12 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-XX was passed and adopted at a regular meeting of said Board on the 161h day of December, 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_ day of December, 2015. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 15-27-13 TABLE 1 BOARD PROCEDURES AND ORGANIZATION SUMMARY OF MOTIONS A. PRIVILEGED MOTIONS Kind of Second Vote Motion Required Debatable Amendable Required Purpose Adjourn Yes No No Majority To end the meeting To Take a Yes No No Majority To interrupt a Recess meeting for a short time or to provide an intermission Raise a No No No None To obtain action Question of immediately in an Privilege emergency B. MAIN MOTION AND RELATED SUBSIDIARY MOTIONS Kind of Second Vote Motion Required Debatable Amendable Required Purpose Main Yes Yes Yes Majority To introduce new Motion business Amend Yes Yes Yes Majority To modify or alter Main a motion Motion Substitute Yes Yes Yes Majority To replace the Motion main motion entirely Previous Yes No No Majority To close debate Question on the main or OCSD 15-27-14 Kind of Second Vote Motion Required Debatable Amendable Required Purpose amended motion immediately Continue to Yes Yes Yes Majority To defer action a Certain Time To Table Yes No No Majority To discontinue consideration until brought back by vote of the Board Take a Yes No No Majority To bring before Motion from the group a motion the Table previously tabled Limit or Yes No Yes Majority To limit or extend Extend limits of debate Limits of Debate Refer to a Yes Yes Yes Majority To place business Committee in hands of a Committee Withdraw a No No No None To withdraw a Motion motion before it is voted on Reconsider Yes Yes No Majority To secure a new must be by a vote on a motion Director who previously voted voted for the upon prevailing side on the original motion OCSD 15-27-15 C. INCIDENTAL RULES NON-RANKING Kind of Second vote Motion Required Debatable Amendable Required Purpose Request to Yes No No Two-Thirds To facilitate Suspend business ordinarily the Rules contrary to the rules of the organization Override Yes No No Majority To have Board Order of the majority rule on Chair the order Point of No No No None To enforce the Order rules of the organization OCSD 15-27-16 STEERING COMMITTEE MEETING Meeting Date TOBd.Of Dlr. 1V16115 12/16/15 AGENDA REPORT Item Number Item Number 3 19 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert Ghirelli, Assistant General Manager SUBJECT: STRATEGIC PLAN UPDATE GENERAL MANAGER'S RECOMMENDATION A. Approve the Strategic Plan Update dated December 2015; and B. Direct staff to implement the goals and levels of service contained in the Plan. SUMMARY In November 2013 the Board of Directors adopted the 2014-2019 Five-Year Strategic Plan. Each year, the Board of Directors go through a review and update of the Strategic Plan to make any necessary changes. In June, staff began the 2015 update. Orange County Sanitation District (OCSD) retained the consulting firm of K.E. Thalman & Associates to conduct a series of one-on-one confidential interviews with interested board members to identify issues of concern. On October 218' a Strategic Plan Workshop was held with the Board of Directors. The Directors were briefed on the findings from the interviews, updated on completed goals/initiatives, and presented with two issue papers on Levels of Service for odor complaints and the potential of capturing storm water runoff. PRIOR COMMITTEE/BOARD ACTIONS November 2015: Steering Committee Summary of Strategic Plan Update Workshop. October 2015: Special Meeting 2015 Strategic Plan Update Board Workshop. October 2013: The Board of Directors participated in a second Strategic Planning Workshop to review recommended strategic goals. September 2013: The Board of Directors participated in a Strategic Planning Workshop to create a new Board Vision and review past strategic goals and progress. ADDITIONAL INFORMATION Based on the outcome of the Strategic Plan Update Interviews and Workshop, no modifications were made to the Levels of Service and two of the eight Strategic Goals were deemed to be complete: Page 1 of 2 Completed Strategic Goals: • Legislative Advocacy and Public Outreach - Develop a unified legislative advocacy and public outreach program. Target for completion in FY 13-14. • Disinfection of Ocean Discharge - Develop an implementation plan including the technical, financial, and societal factors associated with the decision to cease disinfection of the ocean discharge. Target for completion in FY 13-14. Following Board approval of the Strategic Plan Update, implementation of the remaining six Strategic Goals will occur through a series of recommended actions proposed by staff for Board consideration at future meetings. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(s) are included in hard copy as a separate attachment, and may also be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package and attachments: • December 2015 Strategic Plan Update Page 2 of 2 i� f' , 3 5 year strategic plan DECEMBER 2015 ORANGE COUNTY SANITATION DISTRICT ORANGE COUNTY SANITATION DISTRICT 5 year strategic plan DECEMBER 2015 � � o c � 0 ti 90 p � ate? 1"pr'a C_JE ENV\P t ►l!� t I 11 o•:0. y�� t MA NA *.6. 'r - lit Oil table of contents ■ OCSD Board of Directors.........................................................................................ii Message from the General Manager........................................................................iu Executive Summary.....................................................................................................1 The Strategic Planning Framework..........................................................................2 MissionStatement.......................................................................................................3 VisionStatement..........................................................................................................4 CoreValues...................................................................................................................5 RiskRegister.................................................................................................................6 Strategic Goals and Levels of Service......................................................................7 Appendix A: Issue Papers........................................................................................10 Appendix B:Summary of Accomplishments.......................................................13 AppendixC: Glossary...............................................................................................17 ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN[DECEMBER 2015) board of directors The strategic planning effort starts with the Board of Directors setting overall policy and priorities for the Sanitation District. Based on that policy direction,staff develops the annual operational plan and budget. Anaheim Los Alamitos Lucille Kong Richard Murphy Brea Member of the Board of Glenn Parker Supervisors Lisa Bartlett Buena Park Fred Smith Midway City Sanitary District Joy Neugebauer Costa Mesa Sanitary District James M. Ferryman Newport Beach Keith Curry Cypress Mariellen Yarc Orange Teresa Smith Fountain Valley Steve Nagel Placentia Chad Wanke Fullerton Greg Seboum Santa Ana (Board Vice Chair) Sal Tinajero Garden Grove Seal Beach Steve Jones Ellery Deacon Huntington Beach Stanton Jim Katapodis David Shawver Irvine Tustin Steven Choi John Nielsen (Board Chair) Irvine Ranch Water District John Withers Villa Park Greg Mills La Habra Tom Beamish Yorba Linda Water District Robert Kiley La Palma Peter Kim ■ ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) message from the general manager In November 2013 the Orange County Sanitation District (OCSD) adopted a 5 Year Strategic Plan that envisioned an organizational culture that adheres to our core values and makes efficient and effective use of all available resources.The Strategic Plan centered our efforts on customer service, fiscal responsibility, protecting public health and the environment,communication, partnering with others and creating the best possible workforce. We committed to the execution of that plan and implementation of the eight strategic goals necessary to achieve success. Protecting public health and the environment is critical to our mission,and I am pleased to report that our ocean monitoring program reflects that the ocean is healthy around OCSD's ocean outfall.We also continue to be fiscally strong.This year OCSD received AAA bond ratings and we have reduced our long term pension liabilities,which in turn enabled us to reduce planned rate increases by 35 percent over the next three years. Two years into the five year Strategic Plan,I am pleased to report that we have completed two of the strategic goals and made strides towards accomplishing the remaining six.We held a Strategic Plan Update workshop,prepared two issue papers and updated our Summary of Accomplishments and the Risk Register.We remain committed to sustaining and improving our performance and meeting all of the established strategic goals. Under the direction of the Board of Directors,I am honored to be leading this effort and I look forward to working together to accomplish our goals in the years ahead and continuing our successes. The accomplishments laid out in this Strategic Plan Update would not be possible without the collective dedication and effort of our workforce and the commitment and support of our Board of Directors and the public we serve. Respectfully submitted, 12 & James D. Herberg General Manager ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN[DECEMBER 2015) executive summary The 2014—2019 5 year Strategic Plan is a guiding document that provides a framework that directs our work Every two years,the Strategic Plan will be reassessed,updated,and submitted for approval by the Board of Directors. This year's Strategic Plan Update began with a consultant retained by OCSD conducting confidential interviews with interested Board members to identify issues or concerns.The Strategic Plan Update continued with a workshop and presentation of two issue papers.The Update concluded with two Strategic Goals being identified as completed,no new goals being adopted and no modifications being made to OCSD's levels of service. Completed Strategic Goals: Disinfection of Ocean Discharge—Develop an implementation plan including the technical, financial and societal factors associated with cessation of disinfection of the ocean discharge. Legislative Advocacy and Public Outreach—Develop a unified legislative advocacy and public outreach program. Strategic Goals In Progress: 1.Odor Control—Completion of the Odor Control Master Plan. 2.Future Biosolids Management Options—Study biosolids management options including third parry contracts and onsite capital facilities. 3.Energy Efficiency—Continue to research new energy efficiency and energy conversion technologies. 4.Local Sewer Transfers—Complete the transfer of 174 miles of local sewers serving pans of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana. 5.Future Water Recycling—Determine partnerships,needs, strategies,benefits and costs associated with recycling of Plant No. 2 effluent water. 6.Workforce Planning and Workforce Development—This initiative is ongoing and part of a comprehensive workforce planning and development effort to ensure we have the right people with the right skills and abilities,in the right place,at the right time. ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) strategic planning framework The planning framework illustrated below shows how OCSD staff and the Board of Directors play a critical role in strategic planning and resource allocation. Monitoring Strategic New or altered and Evaluation Planning Levels of Service Strategic Boara AE) Planning Process Budget Operational \Goals and Planning objectives ■ ■ 4 3'va ' i .a��_ rib' �1� � J � �.�• •� - ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN IDECEMBER 2015) our mission statement The Mission Statement is the basic foundation that defines why we exist. 1 1 1 I I It 1 1 1 I 1 1 1 1 1 ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) vision statement The Vision Statement supports the Mission Statement by expressing a broad philosophy of what the Orange County Sanitation District strives to achieve in the delivery of services to our customers,vendors, other agencies,the general public,and each other. ORANGE COUNTY SANITATION DISTRICT WILL BE A LEADER IN: ■ Providing reliable, responsive and affordable services in line with customer needs and expectations. ■ Protecting public health and the environment utilizing all practical and effective means for wastewater, energy, and solids resource recovery. ■ Continually seeking efficiencies to ensure that the public's money is wisely spent. ■ Communicating our mission and strategies with those we serve and all other stakeholders. ■ Partnering with others to benefit our customers, this region, and our industry. ■ Creating the best possible workforce in terms of safety, productivity, customer service, and training. ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN[DECEMBER 2015) core values The Core Values support the Nfission and Vision Statements by expressing the values,beliefs,and philosophy that guides our daily actions.They help forna the firsurnework our organization and reinforce our professional work ethic. Honesty, Trust and Respect We aspire to the highest degree of integrity,honesty,trust, and respect is our interaction with each other,our suppliers, our customers,and our community. Teamwork and Problem Solving We strive to reach OCSD goals rhxough cooperative effotts and collaboration with each other and our constituencies. We work to solve problems in a creative,cost-effective and safe manner,and we acknowledge ream and individual efforts. Leadership and Commitment We lead by example,acknowledging[he value of our resources and using them wisely and safely to achieve our objectives and goals.We are committed to act in the best inrexes[of our employees,our organization, and our community. Learning/Teaching We continuously develop ourselves, enhancing our talents, skills, and abilities,knowing that only through personal growth and development will we continue to progress as an agency and as individuals. Recognition/Rewards We seek to recognize,acknowledge,and xewazd contributions to OCSD by our many talented employees. ORANGE risk register 2015 The Risk Register is a periodic compilation of the various risks facing the Orange County Sanitation District, as seen and determined by our management team. The 2015 Risk Register Update identified these as the top risks: • Pipelines damaged or severed after earthquake—focusing on the concern of liquefaction from an earthquake,that may cause movement of pipes or other system failures. • Attracting qualified applicants and enticing top candidates to join OCSD—reflecting the concern that as we lose talent due to retirements and staff movement,our lack of a comprehensive strategy to attract top talent and the existing pay and benefits program which is not competitive with other agencies may limit us from attracting tenured public sector employees. The top opportunities for the 2015 update are: • As employees leave,restructure staffing to become more efficient—referring to the many employees who are eligible for retirement,and the opportunity to look at staffing needs thereafter. • Focus on main mission without other endeavors leading to higher rates—an opportunity to stick to our core business so that costs are kept in line. The major underrated continuity challenges include: • Cyber-terrorist or hacker attacks on OCSD—related to the ever-changing risks and increased need to secure our computer network servers. • Emergency Preparedness—expressing concern that OCSD is unprepared to deal with disasters such as electrical outages and explosions. Staff is developing plans to mitigate the risks and continuity challenges,and to take advantage of the opportunities. OCSD's Risk Management division released a schedule of"table top exercises"designed to respond to the top risks and challenges,and held an exercise focused on the possible interruption of electrical power after a disaster.An exercise is also planned to consider how to respond to the potential damage to pipelines from an earthquake.As for opportunities,OCSD's General Manager has directed,as part of this Strategic Plan,that comprehensive workforce planning activities be designed and implemented. ■ ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN[DECEMBER 2015) strategic goals and levels of service OCSD has six outstanding strategic goals to support the vision of the Board of Directors and Executive Management Team.The levels of service are key performance indicators in achieving the overall vision. Providing Exceptional Customer Service • Providing reliable,responsive and affordable services in line with customer needs and expectations. 1. Odor Control- Completion of the Odor Control Master Plan to make sure the District's investment is current and,if needed,future process systems to produce the benefits intended. Target completion in FY 15-16. at Customer S fY 1415 Level of Results Service Target Odor complaint responsc: Treatment plants within 1 hour 100'% 1009 0 Odor complaint response:Collection system within 1 working day 98% 100% Number of odor complaints: • Reclamation Plant No. 1 8 0 •Treatment Plant No. 2 9 0 • Collection System 27 12 *Under normal operating conditions Respond to public complaints or inquiries regarding construction 100% 100% projects within 1 worldng day New connection permits processed within 1 working day 100% 100% Respond to all biosolids contractor violations within a week of 100% 100% violation notice Protecting Public Health and the Environment • Protecting public health and the environment utilizing all practical and effective means for wastewater, energy, and solids resource recovery. 2. Future Biosolids Management Options—Study biosolids management options including third parry contracts and onsite capital facilities for mid-term,and long-term approaches beginning in 2016-2017. Target for completion in FY 15-16. 3. Energy Efficiency—The District will research new energy efficiency and energy conversion technologies to maximize energy efficiency,reduce operating costs,minimize environmental impact, and replace assets that are at the end of their useful lives. Target for mmpletion in FY 17-18. 4�a•�9 " OCSD owns antl operates$6.2 billion in inhashothare assets.Through these assets,OCSD collects,treats,and either reuses or safely discharges 185 million gallons per day of wastewater. ORANGE COUNTY SANITATION DISTRICT—5 YEAR STRATEGIC PLAN[DECEMBER 2015) strategic goals and levels of service Protecting Public Health &The Environment FY 14-15 Level of Results Service Target Accept dry weather runoff diversion flows without imposing fees 1.2 mgd Up to 10 mgd Air emissions health risk to community and employees,per one 9 QO million people for each treatmentplant) Notices of violation (NOV) with air,land, and water permits 0 0 Respond to collections stems ills within 1 hour 100% 100% Sanitary sewer spills per 100 miles 1.2 < 2.1 Contain sani sewers ills within 5 hours 100% 100% Meet secondary treatment standards BOD 4.8 mg/L BOD 25 mg/L TSS 5.7 mg/L TSS 30 mg/L Thirty-day geometric mean of coliform bacteria in effluent after 881 <1000 initial dilution of 250:1 (MPN) Frequency of unplanned use of emergency one-mile (78-inch 0 0 diameter) outfall (per year during dry weather) Tons of biosolids to landfill through 2017 peak production period 60 100 Compliance with core industrial pretreatment requirements 100% 100% Managing and Protecting the Public's Funds Continually seeking efficiencies to ensure that the public's money is wisely spent. 4. Local Sewer Transfers—Complete transfer of 174 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana to be concluded by December 31,2016. Following those,no further local sewers to be transferred at the initiation of OCSD.If a local jurisdiction is interested in OCSD transferring sewers,each request will be considered on an individual basis assuming the sewers meet the requirements identified. Tagetfor completion in 6Y 16-17. Managing and Protecting the Public Funds FY 14-15 Level of Service Results Target Annual user fees sufficient to cover all O&M requirements 100% 100% Actual collection, treatment,and disposal costs per million gallons 3%under 5 10% of budget Maintain AAA Bond Rating 100% 100% ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN[DECEMBER 2015) strategic goals and levels of service Stakeholder Understanding and Support • Communicating our mission and strategies with those we serve and all other stakeholders. • Panneeing with others to benefit our customers,this region and our industry. 5. Future Water Recycling Options—Determine partnerships,needs,strategies,benefits and costs associated with recycling of Plant No.2 effluent water. Tagetfor romplekon in FY 18-19. Stakeholder Understanding and Support FY 14-15 Level of Service Results Target Meet GW .S specification requirements for Plant No. 1 secondary 2.7 NTU 5 NTH effluent Provide specification effluent available to the Groundwater 100% 100% Replenishment System to maximize production of purified water Organizational Effectives • Creating the best possible workforce in terms of safety,productivity,customer service,and training. 6. Workforce Planning and Workforce Development—This initiative is ongoing and part of a comprehensive workforce planning and development effort to ensure we have the right people with the right skills and abilities,in the right place, at the right time.Target for completion is ongoing. Organizational Effectiveness FY 14-15 Level of Servi Results Target Employee injury incident rate—per 100 employees 1 7 <3.3 Industry Average Meet mandatory OSHA training requirements 100% >95% Hours worked since last lost work day 430,000 >1,000,000 Achieve annual agency target of days away from work,days of restricted work activity,or job transferred as a result of a work- 0.8 <2.5 related injury or illness Avcxalrc cost pcx Workers Compensation claim $6,774 $13,545 Training hours per employee 45.23 45 per year ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) appendix A: issue papers In preparation for the October 21,2015 Board of Directors Strategic Planning Workshop staff prepared two issue papers related to the new goals.The appendix includes issue papers on the Following topics: 1. Odor Control Level Of Service 2.Stormwater Capture J i' r c 0 : ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN[DECEMBER 2015) odor control Should OCSD change the level ofamcw1ma for od ontrol? Why is this issue important to the District? In 1989, OCSD began addressing collection system odor and corrosion concerns chemically by implementing a caustic soda shock-dosing program for some of the trunklines.In 2001,this program evolved to continuous chemical dosing in the collection system for odor control which utilized ferrous chloride,magnesium hydroxide,and calcium nitrate at rune different dosing locations.The program has proven to reduce odor and corrosion in the regional trunk system and suppress odors at the headworks of the treatment plants.It also helps condition the sewage arriving at the treatment plants. In 2007,the Board of Directors adopted the Five-Year Strategic Plan,which set the Level of Service standard at a goal of 34 or less odor complaints attributed to the OCSD collection system.At that time two categories were tracked;Attributed,and Not Attributed.The attributed category captured complaints attributed to OCSD as well as those whose source could not be determined.The complaints were classified by the OCSD responder. In 2009, a third category was created by staff to appropriately document odors of an undetermined source.With the addition of this category,odor complaints attributed to OCSD were reduced significantly.As a result,the goal was reduced in 2014 to 12 complaints or less attributed to OCSD. In 2014,the Odor Control Division revised its Odor Response Procedure to include a follow up investigation as a secondary response for each odor complaint.The objective was to minimize the unknown sources and ultimately better address the root causes of the odors.The complaints were classified by the secondary OCSD responder after the investigation was concluded. Our LOS goal for FY 14/15 was 12 or fewer. Due to the results of the detailed investigations,the number of OCSD attributed complaints has increased.We had 27 validated odor complaints in the collection facilities in FY 14/15 due to various causes. It is recommended that the Level of Service goals be changed to better reflect the current methodology used to investigate. Recommendation Increase our current level of service from 12 odor complaints to 28. A new goal of 28 or less odor complaints attributed to OCSD would reflect the success of the change in procedures in determining the true source or root cause of the odor complaints.This new LOS could also be achieved within the current budget/sewer fee structure. Staff does not foresee a reduction to the current number of complaints until the plant odor facilities modifications are completed.Any further reductions would also require modifications to Collections' Odor Control Program. Modifications could include items such as additional dosing facilities,additional siphon vents,and repairs to existing siphon vents within the collection system.The Collection Facilities Odor Control Master Plan Update expected in 2017 will help guide the future direction. The new goal of 28 or less odor complaints attributed to OCSD is an appropriate reflection of current Odor Control Program procedures.By continuing to better investigate the root causes of the odors,we can improve strategies for mitigation.The desired outcome may be to eventually reduce the number of attributable odor complaints to zero for those facilities that are a part of the continuous dosing or"sewage conditioning"program ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) stormwater Should we capture stormwater? Why Is this Issue Important to the District? The Board of Directors has expressed interest in stormwater capture to augment water supplies and aquifer recharge for North Central Orange County. Background: OCSD has been active in stormwater capture for more than a decade with its urban runoff diversion program.This program is approved to accept up to ten million gallons per day of urban runoff, which is technically storrnwater. Expressed differently,this ten million gallon per day of flow is equivalent to 18 cubic feet per second.The program was originally begun to improve beach water quality by diverting river water laden with bacteria from reaching recreational beaches. OCSD has limited the flow to dry weather to protect its collection system and treatment plants from having overflows which are spills. OCSD's service area contains several dams to control wet weather stormwater flows.These include Prado Dam, Carbon Canyon Dam,Brea Dam,Fullerton Dam,Villa Park Dam,and Santiago Dam.These Dams are connected to rivers and channels which are designed to flow large volumes of silt laden water in order to protect regions from the damage associated with flooding events.Pmdo Dam is capable of releasing more than 30,000 cubic feet of water per second,or more than 19 billion gallons per day. The Orange County Water District is primarily responsible for recharging the aquifer in North Central Orange County.It controls more than 1,000 acres of river,ponds and percolation basins in Anaheim and 1,250 acres of surface water storage behind Prado Dam.The dam is controlled by the Army Corps of Engineers to protect from flooding and secondarily to store stormwater to recharge of Orange Counties' aquifer.The water is released at a rate that allows for diversion to the Anaheim recharge ponds and lakes usually less than 100 cubic feet per second. OCSD's systems are not designed to handle wet weather stotmwater volumes or content.Wet weather naturally increases flow through OCSD's system caused by inflow and infiltration.Inflow is direct flow into the system generally attributed to illegal connections,leaks through manholes and other openings to standing or flowing surface water. Infiltration is ground water that seeps into the sewer system through pipe and manhole defects.These flows can increase normal dry weather flows by 2.2 times. Recommendation Orange County Sanitation District must balance its mission to protect public health and to create usable products like potable water.Treatment Plant and collection system capacities are designed around normal system flow patterns.These sewers and plants are completely incapable of dealing with even minor rain event stormwater flows. Sewer pipes are a fraction of the size of storm drains,much less flood channels. Storms flows are not necessary for feeding the GWRS. Normal sewage flows, even in a historic drought,are feeding the system at near capacity.The greater risk TO OCSD's mission is the risk to public health that occurs with sewer overflows. Raw sewage in the streets or waterways is a completely unacceptable outcome. Stormwater capture is the purview of Orange County Water District,OC Flood, and the Army Corps of Engineers.They have the necessary infrastructure and available land. OCSD should continue to accept dry weather urban runoff to support water reuse and protect beach water quality. ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN[DECEMBER 2015) appendix B summary of accomplishments Goal Completed FY 07-08 FY 0809 FY 0910 FY 1011 FY 1112 FY 12-13 FY 13.14 FY 15-16 SARI Line Relocation-Work in conjunction with the County of Omnge and • the Federal Government to relocate the SARI Line by December 31,2013. Management System for Environmental Compliance-Implement a management control system for environmental • compliance information that incorporates a dashboard-style report. Contaminants of Potential Concern (CPC)-Complete three phase testing and analysis of 550+CPC, prepare report on • findings and recommendations,develop initial source control strategy if they are CPCs identified that require control. Climate Change/Greenhouse Gases Develop an overall strategy for respondingto climate change regulations and proactively adapting to the effects of climate change • including identification and mitigation of greenhouse gases and adapting to any impacts to our facilities and operations. Develop models to estimate greenhouse gas and traditional pollutant emissions for determination of our environmental • footprint.(Functional predictive greenhouse gas model completed) Engine Emission Compliance Complete study to evaluate alternatives for complying with lower emission limits in the South Coast Air Quality Management's Rule 1110.2.Initiate • planning and design of demonstration testing of most promising technology(s) identified in the study. Implement capital improvements or operational modifications in order to • achieve compliance. Providing Ongoing Leadership Development-Maximize the development of a pool of dedicated and talented • employees ready to lead OCSD into the future. ORANGE COUNTY SANITATION DISTRICT—5 YEAR STRATEGIC PLAN (DECEMBER 2015) summary of accomplishments Goal Completed FY 0708 FY 0809 FY 09-10 FY 1011 FY 1112 FY 12-13 FY 1314 FY 15-16 Fuel Cell Evaluation Start up 300kW demonstration unit. • Evaluate cost feasibility of replacing or supplementing CGS engines with fuel • cell. Reclaiming Santa Ana River Interceptor Line(SARI)Flows-Meet with stakeholders,develop a list of obstacles that need to be overcome to reclaim the • SARI Line and develop a strategy to obtain regulatory approval to reclaim SARI Line flows.This goal was canceled due to inability to obtain regulatory approval. Sewer Rate for Green Development- Submit for Board approval an amendment • to sewer rate Ordinance with incentives for green developments. Complete Facilities Master Plan Update - Complete a comprehensive update of • the Facilities Master Plan and obtain Board approval Enterprise Information Technology Strategic Plan - Complete a District-wide • Information Technology Strategic Plan. Updating OCSD's Risk Register- Review and update OCSD's risk register to include an assessment oftechnical, regulatory, • financial,and political risks(among others) and possible mitigation strategies Annex Unincorporated Areas-With Board concurrence,annex unincorporated • areas onto OCSD's service area. Review Interagency Agreements- Conduct a comprehensive review of agreements with the Santa Ana Watershed • Project Authority and Irvine Ranch Water District,and,if appropriate,reopen for discussion. Strategic Business Plan-With Board concurrence,annually update and • implement the Strategic Plan and Business Plan. Business Accountability Charters- Create Business Accountability Charters • for each department consistent with those developed by managers and supervisors ORANGE COUNTY SANITATION DISTRICT—5 YEAR STRATEGIC PLAN IDECEMBER 2015) summary of accomplishments Goal Completed FY07-08 FY 0809 FY 09-10 FY 100.11 FY 11-12 FY 12-13 FYS&14 FY 15-16 Chemical Supplies- Develop a Chemical Sustainability Plan that provides OCSD with options for obtaining wastewater treatment • chemicals during chemical shortages, emergencies or complete stoppages. Chemical Sustalnablllty-Ensure a reliable and sustainable chemical supply using multiple vendor contracts to reduce the • risk of supply disruption while benefiting from competitive pricing. Full-Cost Recovery 2010-11-Conduct a comprehensive review of the Sanitation • District's Urban Runoff Program to ensure a fair share recovery of costs for services. Full-Cost Recovery 2012-13-Implement a direct charging mechanism to recover the full cost of urban runoff treatment starting July 1,2013 when the new rate structure • is in place.This goal was canceled in FY 12-13 to allow additional urban runoff at no cost to the local jurisdiction. Groundwater Replenishment System- Maximize the production of GWR System product water to augment and protect the • Orange County groundwater basin with a goal of 70 mgd. Sustainable Biosolids Program Complete new in-county Compost Take- • Back Program Plan Strategy. Evaluate the feasibility of deep injection/ methane recovery including commissioning a study of the geological formations • below Plants 1 and 2,and availability and acceptability of any existing wells Evaluate option of processing some biosolids at the City of Los Angeles • Terminal Island demonstration well. Implement Energy Master Plan -After the completion of the plan,assess final • recommendations to ensure adequate power resources and energy management. Disinfection of Final Effluent-Develop a cost effective program to sustain protection of public health associated with • bacteria in the effluent and incorporate program elements into our NPDES Permit. ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) summary of accomplishments Goal Completed FY 07-08 FY 0809 FY 0910 FY 1011 FY 11 J2 FY 12-13 FY 1114 FY 15 Sfi Ocean Protection - Undertake studies to determine the cause of benthic community changes near the ocean outfalI and take • corrective action to return affected areas to reference conditions. Space Planning Study Recommendations - Complete relocation of staff housed in Information Technology Trailers, • Administration Building,Control Center and Building 6. Improve the Sanitation District Security- Provide long-term security enhancements • at both treatment plants and within OCSD's Collection System. Safety and Health Strategic Plan - DevelopandimplementaSafetyand • Health Strategic Plan for all OCSD activities. Human Resources Strategic Plan- Design,develop and implement human resources policies, practices,systems and • tools to ensure OCSD has a workforce that meets future needs of OCSD and the public it serves. Succession Plan-Implement the Succession Management Plan including • management training and the creation of a Leadership Academy. North County Yard -Open the North County Maintenance Yard and complete the relocation of selected staff and equipment to the facility.Implement flex • space for added agency-wide needs as appropriate.This goal was canceled in FY 10-11 and the facility is currently being leased. Five-Year Rate Plan - Prepare an updated 5-year rate schedule for Board • consideration to go into effect July 1,2013 Sustainable Biosolids Program-Conduct research to reduce the amount of biosolids • produced and increase digester gas production Disinfection of Ocean Discharge-Develop an implementation plan includingthe technical,financial and societal factors • associated with cessation of disinfection of the ocean discharge Legislative Advocacy and Public Outreach- Develop a unified legislative advocacy and • public outreach program ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN(DECEMBER 2015) appendix C: glossary Activated-sludge process—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen,and consume dissolved nutrients in the wastewater. Biochemical Oxygen Demand(BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. Biosolids—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process.This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Business Accountability Charters—A business unit strategic plan. 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. colt are the most common bacteria in wastewater. Collections system—In wastewater,it is the system of typically underground pipes that receive and convey sanitary wastewater or Storm water. Certificate of Participation (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC)—Pharmaceuticals,hormones,and other organic wastewater contaminants. Dashboard—A computer based business tool used to visually track performance. Dilution to Threshold(D/T)—the dilution at which the majority of the people detect the odor becomes the D/T for that air sample. 1,4-DioxarI chemical used in solvents for manufacturing, fumigants and automotive coolant.Like NDMA,it occurs in the Groundwater Replenishment System water and is eliminated with hydrogen peroxide and additional ultra-violet treatment. 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 redamation project that proactively responds to Southem California's current and future water needs.This joint project between the Orange County Water District and the Orange County Sanitation District will provide 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. Million gallons per day(mgd)—A measure of flow used in the water industry. Most Probable Number(MPN)—Number of organisms per 100 ml that would yield a rest result or the observed test result with the greatest frequency. Commonly used for coliform bacteria. 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. ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) appendix C: glossary Nephelometric Turbidity Units (NTU)—An instrument for measuring the concentration of suspended particles in a liquid. O&M—Operations and maintenance of the treatment plants facilities and collections system. Publicly owned Treatment Works (POTW)—Municipal wastewater treatment plant. Recycling—The conversion of solid and liquid waste into usable materials or energy. Risk Register—An internal document that describes vulnerabilities of the Sanitation District. 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 filtet—A biological secondary Treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media,consume nutrients in wastewater as it trickles over them. Urban runoff—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers,lakes,and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed—A land area from which water drains to a particular water body. OCSD's service area is (� in the Santa Ana River Watershed. '� 91 1'r I. � 1 ORANGE COUNTY SANITATION DISTRICT—5 YEAR STRATEGIC PLAN[DECEMBER 2015) - , : - � � \ . % 4 ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PLAN (DECEMBER 2015) \ w : \\ . �.�����®■ ` ��- « / -•%� � � SAMITq T m '5� O m i 9 90l am2 fqf/N0 THE EMVVPoi Reclamation Plant No. 1 (Administration Offices) 10844 Ellis Avenue • Fountain Valley,California 92708 • 714.962.2411 Treatment Plant No. 2 22212 Brookhurst Street • Huntington Beach,California 92646 www.ocsewers.com ® You STEERING COMMITTEE Meeting Dale TOBd.Or Du. 12/16/15 12/16/15 AGENDA REPORT Item Number Item Number a zo Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, Director of Facilities Support Services SUBJECT: AMENDMENT NO. 2 TO LOCAL SEWER FACILITIES TRANSFER AGREEMENT WITH EAST ORANGE COUNTY WATER DISTRICT GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 2 to the Local Sewer Facilities Transfer Agreement (Transfer Agreement) with East Orange County Water District (EOCWD) regarding the transfer of local sewers in Service Area 7. SUMMARY EOCWD has requested that Orange County Sanitation District (OCSD) amend the Transfer Agreement a second time to extend the expiration date to December 31, 2016. At its regular November meeting, the Board authorized the General Manager to negotiate an amendment to the Transfer Agreement to extend the expiration date and to obtain authorization for OCSD to negotiate with other entities regarding the transfer of local sewer facilities. This extension provides added time for the OC LAFCO approval process by extending the agreement term by 12 months to December 31, 2016. The proposed language also strengthens the prohibition on 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) and to ensure that OCSD's regional sewer revenues and Flows are maintained. The Agreement has also been modified to allow OCSD to negotiate with other entities regarding the transfer of local sewer infrastructure. Finally, EOCWD requested reimbursement of costs should LAFCO approve the transfer of Area 7 local sewers to another entity. The amendment proposes to reimburse up to $225,000 in costs accumulated prior to this amendment, plus no more than $30,000 for post-amendment costs, all to be charged to Service Area 7 accumulated fund balances. ADDITIONAL INFORMATION OC LAFCO met on December 9 to continue their process. OCSD staff attended and a verbal update will be provided to the Steering Committee on December 16. OCSD entered into an agreement with 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 Page 1 d 2 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 submitted a letter to OC LAFCO 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. 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 (wwwocsd.corn with the complete agenda package: • Proposed Second Amendment to Local Sewer Facilities Transfer Agreement with EOCWD • Current Agreement and First Amendment with EOCWD NJA:pe Page 2 of 2 SECOND AMENDMENT TO LOCAL SEWER FACILITIES TRANSFER AGREEMENT THIS SECOND 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 et 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 entered into that certain "First Amendment to Local Sewer Facilities Transfer Agreement," dated April 22, 2015 ("First Amendment') to, among other things, extend the timelines and termination date of the Agreement; and WHEREAS, the LAFCO process is ongoing, and will not be completed prior to the expiration of the Agreement, as extended by the First Amendment; and WHEREAS, the Parties therefore desire to amend the Agreement to again extend the timelines and termination date to reflect the current status of the LAFCO process; and WHEREAS, the Parties desire to amend the Agreement to eliminate exclusivity provisions prohibiting OCSD from engaging in negotiations with entities other than EOCWD regarding the transfer of the subject local sewer facilities; and WHEREAS, EOCWD expended significant funds to initiate the transfer process and requested reimbursement of costs should LAFCO approve the transfer of Service Area 7 local sewers to another entity. The Parties propose to 1128281.3 reimburse up to $255,000 in costs from the Annual Area 7 Sewer Service User Fee reserves attributable to Local Sewer Facilities; and WHEREAS, the Parties desire to amend the Agreement to supplement provisions concerning the diversion of waste water from Service Area 7. 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 subsection 2.a. shall be amended to read "December 31, 2016"; and "July 1, 2015" and "2014-2015 Fiscal Year" in subsection 31i. shall be amended to read, respectively, "July 1, 2017" and "2016-2017 Fiscal Year." 2. Amendment to Section 3. Subsection 3.d shall be amended to read as follows (deletions shown in StF kethFGugh; additions shown in italics): 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. €ukMermere, GGSB agrees that prior to December 1 2015 or such earlier time as the the ^Cnngl ^e^...^ Fn ht^^ 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. Notwithstanding the foregoing, this section shall not be construed to prohibit OCSD from negotiating with any other entity, at any time, regarding the transfer of the Local Sewer Facilities. 1128281.3 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, 2016. 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. Amendment to Section 20. Section 20 shall be amended 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 ("OCWD") for its OCWD and OCSD's joint Groundwater Replenishment System. The territory in Service Area 7 both fully contributes to and benefits from the Groundwater Replenishment System by contributing wastewater and by using groundwater from the groundwater basin that is replenished by the system. EOCWD agrees that all EOCWD territory to which EOCWD provides sewer service, including territory added through annexation or other change of organization or reorganization, shall be customers of OCSD, and that all wastewater flows from such territory, including any increase in wastewater flows,will continue to flow to OCSD for treatment in perpetuity. EOCWD shall send all flow, existing, new or increased, originating in EOCWD to OCSD and EOCWD shall not divert wastewater away from OCSD for any purpose, including but not limited to scalping wastewater for reuse. Furthermore, the OCSD reserves the right, in its sole and absolute discretion, to reroute to OCSD for treatment, any current or future wastewater flows that may flow outside of territory to which EOCWD provides sewer service. 5. New Section 21. Section 21 shall be added to read as follows: 21. Possible Reimbursement of EOCWD's Costs. Should LAFCO approve the transfer of the Local Sewer Facilities to an entity other than EOCWD prior to December 31, 2016, OCSD will reimburse EOCWD for the costs associated with its pursuit of the Proposal described in Section 3 of this Agreement. The total reimbursable amount for costs accumulated prior to the date of this Second Amendment shall not exceed $225,000. Any additional reimbursement for costs accumulated after the date of this Second Amendment, but prior to the expiration of the Agreement, shall be limited to fees paid by EOCWD to OCLAFCO, and shall not exceed $30,000. Any reimbursement shall only be charged to the Annual Area 7 Service User Fee reserves attributable to Local Sewer Facilities. In the 1128281.3 event such reimbursement occurs, EOCWD will provide OCSD with all studies, data, reports, and other work product generated in pursuit of the Proposal, excluding materials that are subject to the attorney-client privilege. 6. No other Amendments. Except as otherwise expressly set forth herein, all terms and conditions contained in the original Agreement, as modified by the First Amendment, are hereby incorporated herein by this reference as if fully set forth herein and shall remain in full force and effect. [Signatures on Following Page] 1128281.3 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below. ORANGE COUNTY SANITATION DISTRICT By Date James D. Herberg General Manager ATTEST: Kelly Lore Clerk of the Board APPROVED AS TO FORM: Brad Hogin General Counsel EAST ORANGE COUNTY WATER DISTRICT By Date Lisa Ohlund General Manager ATTEST: APPROVED AS TO FORM: Joan Arneson General Counsel 1128281.3 LOCAL SEWER FACILITIES TRANSFER AGREEMENT THIS LOCAL SEWER FACILITIES TRANSFER AGREEMENT ("Agreement") is made this �'7 day of f:�-b--, 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 at 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 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 9W6U.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. Bath Parties shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, necessary or appropriate to fulfill 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, et 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 fairly describe the Page 2 of 10 98560A 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 it 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 after 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 985662A 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. i. 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 Loral 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 Vector (OCSD vehicle 470, California license number 1067492, vehicle identification number (VIN) 2FZ6BJBB81AH61833), and (b) a 1995 FE42 Volvo Hydroflusher truck (OCSD vehicle 396, California 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 Califomia for Orange County. Page 6 of 10 985662.1 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. Severabil tv. 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 benefd 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 attorneys fees and Page 7 of 10 985662.1 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 Local 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 PAGEI Page 9 of 10 9856621 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below. ORANGE COUNTY SANITATION DISTRICT_ By Date 2 Troy Edgar, Chairman of the card ATTEST: �p Q M da Ayala LO C rk of the Board APPROV AS TO FOR -7BradtHogin General Counsel EAST ORANGE\ COUNTY WATER DISTRICT By Date 4 � t William VanderWerff President of the Board of ors ATTEST: APPROVED AS TO FORM: SPeC r�j cost ys�--1 Page 10 of 10 985662.1 EXHIBIT "A" SERVICE AREA 7 i i i' i It6' 4 "Mai I 3143 44 3146 3148 SA 3146 3149 3110 3151 1$2 3243 3 3245 3246 3,r{, r.. 'r, 3249 3250 3251 ` 3252 .irn. ORA WBE a 3343 3344 3345 3346 3347 48.,E 3349 3350 T5'I'v 3352 g a e p43 344$' '"n 3447 ie CPT F M111 I JF11A3S4� " 5;4 a a 547n � y + satrs 5 4 5� - s r3zf a Rm ... ryd,4 Cr'7`,ir$7m a �^ k 3643 9 3743 S r 5s�37145 v37461 r, ae �w 7a r?;3ap� +, 3761 3 2 ;,tPio"+ 3 S 84'$+, O r e "t A9.�L� �4�� 0 3861 38 2 In, 4iii, i L1 a0�6�r A+ c $ fir, r° 5F 3949 3950 51 952 40C yT , c A ;y. C r11r ?4048 0 4 1 405 ` 4143 1" , r 4'��4 ��, _ 4 4148 Local Service Area 7 Sewer Transfers �omro r ., Key Map" 41, I.k]r 4343 4344 4345 �"�A��47 348 s FIRST MENT TO LOCAL SEWER FACILITIES TRANSFER AGREEMENT THIS FIRST AMENDMENT TO LOCAL SEWER FACILI E5 TRANSFER AGREEMENT ("Agreement') is made this c?e 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 et 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 "Loral 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., 4.f., 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 41. 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 Local 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 f By / //,�Lo Date J mes He D. Herberg General Manager ATT ST: Kel A. Lore CleW of the Board APPROVED AS TO FORM: rad Hogm General Counsel Page 3 of 4 EAST ORANGE COPNTY WATER DISTRICT By Date UO Ohlund '15eneral Manager ATTEST: APPROVED AS TO FORM: ohn Bakker Special Counsel Page 4 of 4 LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE N1e2n,Dale T012/16/15r AGENDA REPORT Item Item Number 2 21 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Bob Ghirelli, Assistant General Manager SUBJECT: APPROVAL OF 2016 LEGISLATIVE PLAN GENERAL MANAGER'S RECOMMENDATION Approve the Orange County Sanitation District 2016 Legislative Plan. SUMMARY The Orange County Sanitation District (OCSD) has annually approved a Legislative Plan which provides a list of key issues for OCSD's staff, management, Board of Directors and legislative advocates to follow during the legislative year. Additionally,the Legislative Plan provides direction to the staff and management on how to coordinate advocacy efforts with wastewater associations and state and federal legislative bodies. PRIOR COMMITTEE/BOARD ACTIONS 2006-2015, annually approve the OCSD Legislative Plan ADDITIONAL INFORMATION Legislative Team Contacts: Name Organization Email Phone Rebecca Long OCSD I riong@ocsd.com 1 714-593-7444 Jennifer Cabral JOCSD 1 j2abral ocsd.com 1 714-593-7581 CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A Page 1 ATTACHMENTS The following aftachments(s) are attached in hard copy and may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: • OCSD 2016 Legislative Plan Page 2 SAW j � � O i 9 ♦ P THE N P Orange County Sanitation District 2016 Legislative Plan Orange County Sanitation District 2016 Legislative Plan Legislative Affairs Team OCSD Staff Rebecca Long,Senior Public Affairs Specialist (714)593-7444 rlong@ocsd.com Jennifer Cabral, Principal Public Affairs (714)593-7581 jcabral@ocsd.com Specialist Robert Ghirelli (714)593-7400 rghirelli@ocsd.com Assistant General Manager Jim Herberg (714)593-7110 jherberg@ocsd.com General Manager Federal Lobbying Team Eric Sapirstein (202)466-3755 esap@ensresources.com ENS Resources Sacramento Lobbying Team Cori Williams (949) 399-9050 cwilliams@TownsendPA.com Townsend Public Affairs Eric O'Donnell (949)399-9050 eodonnell@TownsendPA.com Townsend Public Affairs Casey Elliott (916)447-4086 celliott@TownsendPA.com Townsend Public Affairs 2 January 2016 Orange County Sanitation District 2016 Legislative Plan Introduction The Orange County Sanitation District(OCSD) recognizes the need for an active state and federal legislative advocacy program to ensure that the interests of the ratepayers and the Board of Directors are protected.Towards that end,the legislative team actively engages, pursues and monitors activities in Sacramento and Washington, D.C.and takes appropriate action in support or opposition of legislative initiatives. Each year,the Board of Directors adopts a legislative plan,which is a summary of OCSD's goals, key issues and policy positions.The following legislative policies have been developed by OCSD staff and legislative advocates in consideration of OCSD's member agencies and policy needs.These Board- approved policies serve as OCSD's official positions of support or opposition on issues of importance to the agency.The legislative plan is a dynamic document,adopted annually and changing to meet the needs of the Board as well as the federal and state policymaking agendas. The legislative team, in conjunction with the Board, may take appropriate action consistent with the legislative plan, including, but not limited to, drafting letters, lobbying legislators and staff and crafting bills. Procedure for Taking Positions on Bills 1. Staff will track bills of greatest interest to OCSD, particularly those that fall within the goals and objectives identified by the Board of Directors.Staff will monitor bills being watched by similar agencies in Orange County(Irvine Ranch Water District,South Orange County Water Authority, Orange County Water District, Municipal Water District of Orange County, etc.) as well as state, federal and national associations such as California Association of Sanitation Agencies(CASA), the California Special Districts Association (CSDA)and the Association of California Water Agencies(ACWA) and National Association of California Water Agencies(NACWA),the Association of California Cities Orange County(ACC-OC),and the League of California Cities (LOCO). 2. For those bills that are being tracked,where there is clear policy direction stated in the Board- adopted legislative plan or adopted goals,staff can send letters and give direction to the lobbyists to advocate that position. 3. Where a particular issue is not urgent,all legislative letters will be hand-signed by the Board Chair or Vice-Chair. If a matter is urgent,staff may use the electronic signature,so long as a clear policy direction exists. 4. When a bill does not fall within the scope of the legislative plan or is a politically controversial issue,staff will seek direction from the Legislative and Public Affairs Committee. 5. If a bill does not fall within the scope of the legislative plan,but the California Association of Sanitary Agencies(CASA),the California Special Districts Association (CSDA)or the National Association of Clean Water Agencies(NACWA) has an adopted position,staff may follow this position but must inform the Legislative and Public Affairs Committee of such action at the next regularly scheduled meeting. 3 January 2016 Orange County Sanitation District 2016 Legislative Plan Federal Priorities • Support legislation that provides below market bonding rate assistance to construct treatment facilities such as infrastructure banks. • Support at least$1.5 billion in annual federal appropriations to State Revolving Fund (SRF). • Support legislation to revise the SRF allocation formula to allow for appropriate and fair share of funding to California. • Remove restrictions on the use of tax-exempt financing in conjunction with alternative financing tools included in the Water Infrastructure Finance and Innovation Act (WIFIA). • Work with appropriate regional stakeholders to respond to flood protections and ecosystem needs and Water Resources Reform and Development Act(WRRDA) reauthorization. • Support efforts to remove State Volume Caps on water and wastewater private activity bonds to allow for innovative financing options such as public private partnerships. • Oppose restrictions on tax-exempt financing for public infrastructure. • Seek federal funding for projects, including infrastructure funding,water recycling,ecosystem restoration and alternative energy projects. • Support development of CASA and NACWA's legislative priorities. • Work with Congress and the United States Environmental Protection Agency to develop cost effective mandates to reduce compliance costs and to streamline the Clean Water Act permitting processes. Federal Tactics Initiative Action 1. Identify and advise on . Monitor federal agency competitive grants announcements federal funding for funding of alternative energy, bioenergy,water opportunities for OCSD recycling, beach protection and habitat conservation infrastructure projects projects . Schedule meetings with Federal agency officials stakeholders and senior officials in D.C.and district offices to build support for OCSD priority projects 2. Seek funding assistance to . Meet with U.S. Department of Energy staff to discuss advance recovery of energy funding opportunities and options and other resources from . Work with other agencies to advance technologies biosolids 3. Seek funding for water . Identify and pursue water infrastructure financing needs infrastructure enhancement . Work with Congress and U.S. Bureau of Reclamation on proposals to provide enhanced alternative water infrastructure financing 4. Support continued public . Work with NACWA and CASA in support of continued use of financing tax-exempt financing and feasible innovative financing approaches such as infrastructure banks to supplement traditional funding approaches . Submit testimony on tax-exempt financing 4 January 2016 Orange County Sanitation District 2016 Legislative Plan S. Support drought relief • Work with delegation to ensure incorporation of new legislation that supports water programs for water recycling assistance recycling assistance • Work with NACWA,CASA,ACWA to advance priority 6. Work with federal agencies • Work with the U.S. Environmental Protection Agency Office on permitting issues of Water and Office of Air on emerging issues of concern • Work with U.S. Department of Energy on alternative energy permitting issues • Work with U.S. Fish and Wildlife Service on environmental site assessment issues • Increase NPDES permits from 5-years to at least 10-years • Update Clean Water Act conflict language to allow qualified candidates to serve on California Water Boards State Priorities • Secure state funding including Proposition 1,for the final expansion of the Groundwater Replenishment System and ongoing capital projects. • Secure funding through grants and legislation for the planning and feasibility studies,as well as capital infrastructure improvements, at the Fountain Valley,Plant No. 1 and Huntington Beach, Plant No. 2. • Work with the current administration, legislators and their staff,key stakeholders,and statewide associations to advocate for OCSD's desired goals.Amend,support and/or oppose legislation that may impact OCSD and its operations. • Continue to monitor the state budget and actively protect local property taxes. • Monitor pension reform legislation for clean-up bills. • Support efforts to competitively seek funding for projects that meet the state's goals of expanded water supply and energy reduction. • Oppose additional and redundant regulatory requirements that do not create a statewide management program for biosolids. • Oppose legislation or any regulations that would mandate volumetric pricing of wastewater. • Where appropriate, pursue state funding for critical aging infrastructure,through funding sources made available through any agency including but not limited to the State Water Resources Control Board and the Department of Water Resources. • Continue to foster partnerships with other agencies in order to develop projects that are regional in nature. • Support the State Water Resources Control Board considering local conditions, existing water reuse investments and indirect potable reuse projects as they discuss the extension of the emergency drought regulations,which expire in February 2016. 5 January 2016 Orange County Sanitation District 2016 Legislative Plan State Tactics Initiative Action 1. Develop a proactive . As legislation is introduced between January and February, legislative advocacy agenda and as bills are amended, identify legislation that has potential impact to OCSD . Recommend positions on identified legislation in alignment with OCSD's legislative agenda . Create and continually update a legislative matrix to track identified pieces of priority legislation . Schedule advocacy days in Sacramento with legislators and committee staff . Continue an active letter writing campaign in support or opposition of priority legislation . Schedule meetings with legislators,stakeholders and senior officials in Sacramento and district offices to build support for OCSD priority projects . Participate in CASA legislative committees 2. Compile a comprehensive . Meet with EMT to discuss future capital projects and list of Capital Improvement priorities projects . Match capital improvements with funding opportunities based on project eligibility 3. Monitor and advise on . Identify opportunities included in the water bond related to: funding opportunities Water recycling-$725 million available through Prop 1 Integrated Regional Water Management section-$69 million . Proactively engage on the drafting of grant funding guidelines, and provide input to drafting agency or committee to ensure eligibility of OCSD projects and priorities are met . Proactively engage on proposed legislation that would have an impact on the implementation of funding guidelines and OCSD priorities . Identify funding opportunities and provide recommendations for eligible projects . Create a schedule on planning and execution of efforts to seek funds, including outreach and advocacy strategy 4. Monitor and advise on . Monitor future solicitations and track guideline changes to funding available through the Water-Energy grant: a$20 million opportunity Cap and Trade . Identify eligible and competitive projects and programs . Create a schedule on planning and execution of efforts to seek funds, including outreach and advocacy strategy S. Monitor and advise on . Track energy related grant opportunities energy or other resource . Identify potential projects for funding, including, but not recovery related funding limited to: alternative energy, biosolids to energy conversion, opportunities organic waste(food waste and fats,oils,and grease) to energy conversion,and greenhouse gas reduction projects 6 January 2016 Orange County Sanitation District 2016 Legislative Plan . Ensure wastewater interests are protected as significant decisions are made related to renewable energy production financing, mandates, and new climate change goals and programs . Schedule meetings with local delegation as well as key members to discuss project benefits and funding opportunity 6. Schedule and attend . Educate current administration, key staff,and agencies on advocacy and outreach priority projects and advocate for funding allocations that meetings to provide OCSD align with OCSD priorities project updates . Schedule stakeholder meetings to build support for projects . Hold advocacy meetings in coordination with funding opportunities and project timelines . Work with relevant budget committees, budget sub- committees, policy committees and their staff to advocate for funding allocations that align with OCSD priorities . Provide full briefings and updates to Orange County legislative delegation and relevant members on OCSD priority projects 7. Regulatory relief to allow for . Outreach with Department of Toxic Substances, State Water water recycling and Resources Control Board,the governor's office, legislative expansion of GWRS for all leadership and other appropriate stakeholders water flowing into Plant No. 2 g. Development and advocacy . Create and update a legislative matrix to track identified for design-build legislation pieces of legislation focused on design build legislation targeted at OCSD projects . Schedule briefings and updates with Orange County legislative delegation to discuss upcoming design build legislation 9. Development and . Work in conjunction with CASA to outreach,educate and implementation of a develop an advocacy strategy for regulatory framework that statewide biosolids land will support statewide objectives to manage biosolids land application management application policy 7 January 2016 Orange County Sanitation District 2016 Legislative Plan The Regulatory Outlook section has been added to the Legislative Plan as many of the proposed legislative actions have a regulatory component. By adding this section,the regulatory and legislative teams will be able to better coordinate efforts and bring awareness to proposed legislation and possible regulatory impacts. Regulatory Outlook Regulation Regulation Name Regulatory Impact to OCSD Number(If Agency Applicable) Proposed Vacuum Truck Operations South Coast May impose volatile organic AQMD Rule AQMD compounds(VOC) control and 1188 stringent best management practices on OCSD vactor trucks for collection system cleaning. 40 CFR 441 Effluent Limitations Guidelines U.S. EPA Would require permitting and and auditing of dental facilities(500- Standards for the Dental 2000 new permits or Category certifications). File No. 132 Federal Trade Commission vs. FTC Removes"flushable" labeling 3272 Nice-Pak Agreement Containing from non-flushable wipes;will Consent Order have a slight positive affect for OCSD Operations and Finalized Consent Order Maintenance. State Water Resources Control State Water • Requires multiple groundwater Board-Compost General Order Resources monitoring requirements for Control Board composting operations. • May indirectly impact OCSD regarding cost to manage biosolids from compost vendors. CalRecycle—Compostable CalRecycle Regulation would benefit OCSD. Materials,Transfer/Processing It exempts POTWs from Proposed Regulations(Co- CalRecycling's permitting Digestion) regulations that process organic waste for co-digestion for methane recovery. Construction General Permit California State High Impact: Affects how we (CGP) Water Resources design and implement Stormwater Permit Renewal Control Board construction projects at OCSD. June 2016 Ocean Water Quality Criteria California State High Impact: Determining new Water Resources standards for NPDES water Control Board quality monitoring. 8 January 2016 Orange County Sanitation District 2016 Legislative Plan Legislative Policies 1. Air Quality:OCSD is committed to complying with federal,state, and local air quality laws and rules.OCSD is further committed to adhering to OCSD's odor policy to assure that OCSD is a good neighbor to the surrounding communities. a. Support air quality legislation that emphasizes the use of advanced technologies and applicable market incentives, and incentives for the use of alternative fuels and the development of the infrastructure for alternative fuel vehicles. b. Support measures that maintain and enhance local decision-making authority,where appropriate, in the development and implementation of air quality attainment strategies. c. Support legislation to ensure greater consistency between the California and Federal Clean Air Acts; including the need to demonstrate cost-effective public health or environmental benefit if California elects to exceed federal standards. d. Support strategies that clearly demonstrate and provide for the most cost-effective means for meeting air quality goals. e. Support, in concept, legislation that would utilize incentives and pricing strategies as a preferred alternative to traditional command and control regulations for meeting emission reduction objectives for all sources. f. Oppose actions that preclude implementation of the Air Quality Management Plan (AQMP)to the extent that such actions could subject the basin to sanction or conformity penalties. 2. Biosolids:OCSD strives to beneficially use biosolids through multiple management options performed at reasonable costs that are protective of public health and the environment and offer cost-effective alternatives to land application. a. Support legislation or policies that support the beneficial use of biosolids on agricultural lands, mine reclamation,fire ravaged lands,superfund sites,brownfields,overgrazed lands,and wetland restoration. b. Support policies that encourage biosolids product use by horticulture,commercial,and residential markets. c. Oppose legislation that imposes new mandates or bans the use of biosolids for land application in any region,county,or state. d. Support alternative energy policy or legislation that encourages use of biosolids as a renewable energy resource. 9 January 2016 Orange County Sanitation District 2016 Legislative Plan 3. Grant Funding:OCSD is committed to advancing the state of knowledge in the treatment and management of wastewater through the application of innovative and alternative technologies. To this end,OCSD supports grants assistance to offset its research and special projects. a. Support appropriations legislation, bonds, programs,and projects that provide funding for infrastructure construction and rehabilitation,special studies and research or projects relating to security,environmental education,water quality,wastewater processing,urban runoff,and water recycling. b. Support projects that provide for public benefit over projects that are primarily intended for private benefit or gain. c. Oppose proposals placing further requirements on grant recipients that return low value for high administrative costs. 4. Labor Relations:OCSD is committed to the exercise of and provision of orderly procedures for the administration of employer-employee relations, including, but not limited to,meeting and conferring in good faith with recognized employee organizations regarding the wages, hours of work,and other terms and conditions of employment. As Congress considers reforming the federal tax code, many of the provisions subject to reform may impact labor relations. a. Support measures to reform current workers compensation formulas to rely on higher thresholds for compensation or a proportionate exposure formula. b. Support health insurance reform that does not create additional financial burdens on special districts. c. Support measures to ease applicability of the Fair Labor Standards Act(FLSA)on public agencies. d. Oppose any measure imposing compulsory and binding arbitration with respect to public employees. e. Oppose any measure that imposes upon local government mandated employee benefits that are more properly decided at the local bargaining table. f. Oppose efforts reducing local control over public employee disputes and imposing regulations on an outside agency. g. Oppose any measure granting public employees the right to strike. It. Oppose a new mandatory Social Security tax for public employers and public employees. 5. Planning:OCSD ensures the long-range planning of capital improvement programs in order to deliver the highest quality facilities. a. Support reform of existing state, regional,and local planning processes only if directly linked to reforms in the current revenue and tax structure of state and local governments. b. Support measures that provide new revenues for growth management and the public facilities necessary to support expected growth. 10 January 2016 Orange County Sanitation District 2016 Legislative Plan c. Support proposals encouraging regional,sub-regional or countywide cooperation in planning urban development strategies,especially those that provide funding for effective implementation of agreed upon goals. d. Oppose legislation consolidating special districts that fail to address the concerns of cities affected by the proposed consolidation. e. Oppose measures that prevent or restrict the ability of cities or special districts to participate in the Southern California Association of Governments'(SCAG)sub-regional process. 6. Public Health: Protection of public health is OCSD's core mission. OCSD will work cooperatively with county and state health officers to assure local health protection. a. Support hazard mitigation,emergency response, planning and recovery through direct legislation, policy directives and funding toward floodplain security within the Santa Ana River watershed. b. Support(generally) measures that provide for improved public health through regulation. c. Support the protection of public health through the construction and implementation of advanced wastewater treatment technology. 7. Public Works:OCSD is committed to the achievement of effective and efficient projects that provide wastewater treatment services that benefit its ratepayers. a. Support measures that provide funding and support to publicly owned treatment works and sewerage collection systems. b. Support legislation that allows public agencies to procure goods and services in manners similar to private industry,thereby reducing overall costs of delivery. c. Support legislation that improves the Utility Underground Service Alert Program in order to improve coordination, identification,minimize damage, minimize environmental risks and minimize cost exposure to publicly owned facilities when contractors are performing sub-surface work. d. Support a comprehensive response to the state's electricity and natural gas shortages that provide a stable energy supply, respects the ability of municipalities to provide power, recognizes that infrastructure(i.e.emergency and standby generators)exists that could be employed temporarily during periods with minimal air quality impact and protects ratepayers(including cities and special districts) against dramatic rate increases and statewide power outages. e. Support legislation that allows OCSD to utilize the Best Value Design/Build option for the construction of public works projects. f. Oppose Buy American mandates legislation that would increase project costs or prevent the use of the most innovative technologies. 11 January 2016 Orange County Sanitation District 2016 Legislative Plan 8. Revenue and Taxation:Track pending legislation to ensure OCSD remains in compliance with the government code as it pertains to wastewater system user fees and property tax revenues and the investment of public funds. a. Support measures leading to a greater financial independence from the state and would result in greater stability and predictability in local government budgeting. b. Oppose measures that impose mandated costs for which there is no guarantee of local reimbursement or offsetting benefits. c. Oppose legislation that shifts tax revenues away from local governments without the adequate provision of a constitutionally guaranteed backfill to offset the lost revenues of those local governments. d. Oppose measures that allow state retention of existing local revenue sources, including the special district share of property tax,sales tax,vehicle license fees and rate payer fees. e. Oppose the use of revenues traditionally used to fund the delivery of municipal services to fund programs for which the state is responsible,particularly the courts, health,and welfare programs. 9. Special Districts:OCSD supports the maintenance of special districts to provide specific services, in response to citizen's demands, in a cost effective manner. a. Support outreach to local, regional,and state elected officials to foster a greater understanding regarding the critical relationship between adequate reserves and the successful short-and-long-term operation of water and wastewater agencies. b. Support the work of the Association of California Water Agencies(ACWA), California Association of Sanitation Agencies(CASA),and California Special Districts Association (CSDA) in any future discussions or negotiations pertaining to the legislative and budget issues relative to preserving control of members'reserves. c. Oppose further state regulations that adversely impact special district financing and operations. d. Oppose measures that create or grant powers to sub-regional or regional bodies that would result in an infringement on clearly local concerns. e. Oppose any administrative or legislative efforts to access or transfer any reserve funds held by water and wastewater districts. f. Oppose the imposition of unfunded, mandated programs on local governments. g. Oppose efforts that diminish OCSD's ability to govern efficiently and effectively, including expanding the size of the Board of Directors. 10. Water Quality and Supply:OCSD is committed to participating collaboratively in the protection of regional water resources for the benefit of the people we serve. a. Support federal contribution for the removal of rip rap from the Santa Ana River. b. Support(generally)measures to increase water supply and improve water quality in the region, including drought relief legislation. 12 January 2016 Orange County Sanitation District 2016 Legislative Plan c. Support measures that would increase funding for water reuse technologies, including support for the Groundwater Replenishment System project by the Orange County Water District and OCSD to create new water supplies through recycling. d. Support U.S.Army Corps of Engineers projects for Orange County regarding watershed and water quality protection and sand replenishment. e. Support measures that promote and provide for the use of reclaimed water. f. Support"watershed-based" solutions,including cost-shared studies with the US Army Corps of Engineers of water quality improvements that reflect state-of-the-art science. g. Support policy development,funding, and research for addressing urban runoff and beach closures, including funding for studies that identify the sources of bacterial,viral and other contaminants and human pathogens. h. Support measures to evaluate water quality standards,as needed,to ensure the objectives are appropriately protecting the designated use. i. Support legislation that would direct USEPA levied fines to remain in the region. j. Support legislation that clarifies the use of Clean Water Act citizen suits that are frivolous and/or abusive of congressional intent. k. Support measures addressing non-point source pollution in order to protect our ocean water quality and provide funding to mitigate its effects, including integrated permitting approaches that can reduce costs and achieve water quality improvements while allowing permits to be tailored to the needs of Orange County and its watershed. I. Support national aspirational goal through legislation that promotes improved water use efficiency in construction of water efficient buildings and communities. m. Support legislation that promotes improved water use efficiency through state and federal assistance in evaluating and implementing new programs and technologies and increasing public awareness of water use efficiency. n. Support legislation that provides for the development of the watershed approach, including watershed management plans and watershed-based permitting. o. Support legislation that necessitates the responsible use of water in residential, commercial,and industrial areas. p. Oppose proposed environmental constraints on government agencies that would result in economic damage to the region while providing only minimal protections. q. Oppose the imposition of statewide/nationwide fees for environmental cleanup that is privately caused or regional in nature(e.g.,when the nexus between those responsible for environmental abuse and those required to pay for cleanup or mitigation is absent). r. Support measures to provide federal assistance to support urban runoff studies and urban runoff reduction. 13 January 2016 BOARD OF DIRECTORS Neetlng Date I To it/ ". — 12/16/15 AGENDA REPORT em Number Item Number zz Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, CONTRACT NO. 7-37 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Addendum to the 1999 OCSD Strategic Plan Program Environmental Impact Report for additional project analysis for the Gisler-Redhill System Improvements, Reach B, Contract No. 7-37; B. Receive and file bid tabulation and recommendation; C. Award a Construction Contract to Kiewit Infrastructure West Company for Gisler- Redhill System Improvements, Reach B, Contract No. 7-37, for a total amount not to exceed $15,432,000; and D. Approve a contingency of$1,543,200 (10%). SUMMARY The Orange County Sanitation District's (Sanitation District) 1999 Strategic Plan identified a portion of the Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, to have inadequate capacity as confirmed by flow monitoring. This project will construct a parallel larger diameter sewer to replace capacity-deficient segments of the Gisler-Redhill Trunk Sewer along Redhill Avenue. It will also rehabilitate/repair segments of both the trunk and interceptor pipelines and manholes between Mitchell Avenue in Tustin and McGaw Avenue in Irvine. The Sanitation District advertised for bids on September 21, 2015. One bid was received on November 17, 2015. The bid was evaluated in accordance with the Sanitation District policies and procedures. The Kiewit Infrastructure West Company bid was deemed responsive and responsible. Staff recommends awarding a construction contract to the lowest responsive bidder, Kiewit Infrastructure West Company, for Gisler-Redhill System Improvements, Reach B, Contract No. 7-37. Page 1 of 2 Summary information on the bid opening for Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, is as follows: Project Budget $28,143,000 Construction Contract Budget $18,225,966 Engineer's Estimate $15,418,388 Bidder Amount of Bid Kiewit Infrastructure West Co. $15,665,000 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A letter was received on November 24, 2015 from GRFCO, Inc. identifying itself as a bid protest. Staff reviewed the letter and determined that the letter did not meet the requirements of an award protest contained in the Invitation for Bid Documents. Staff has determined that the Invitation for Bid was not unduly restrictive. Staff expected adequate competition at the time of bid. CEQA The Sanitation District, as lead agency, prepared a Program Environmental Impact Report (PEIR) entitled 1999 OCSD Strategic Plan. The Board certified the PEIR on October 27, 1999. The Sanitation District filed a Notice of Determination on October 29, 1999. The Sanitation District has determined that the project is within the scope of the PEIR, and that an Addendum to the PEIR should be prepared. The Addendum is attached here to as Exhibit"X. BUDGET/PURCHASING ORDINANCE COMPLIANCE This recommendation complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2015-16 Update, Page A-7), and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: • Addendum to the 1999 OCSD Strategic Plan PEIR (attached as separate document) • Construction Contract • Letter received from GRFCO, Inc. dated November 24, 2015 • Response letter to GRFCO, Inc. dated December 3, 2015 HK: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.......................................................22 SECTION - 18 TERMINATION................................................................................22 SECTION - 19 WARRANTY....................................................................................23 SECTION -20 ASSIGNMENT.................................................................................24 SECTION -21 RESOLUTION OF DISPUTES ........................................................24 SECTION -22 SAFETY& HEALTH........................................................................24 SECTION -23 NOTICES.........................................................................................25 C-CA-121914 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B THIS AGREEMENT is made and entered into, to be effective, this December 16, 2015, by and between Kiewit Infrastructure West Co., hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION— 1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 1 of 26 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report(GBR), if attached as a Contract Document I. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans H. 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 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 2 of 26 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. CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 3 of 26 In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION—2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION-3 PROJECT The Project is described as: CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 4 of 26 SECTION -4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within 590 calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes 14 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 CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 5 of 26 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—8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 6 of 26 any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. SECTION-9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION— 10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Fifteen Million Four Hundred Thirty-Two Thousand Dollars ($15,432,000)as itemized on the Attached Exhibit"A". CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 7 of 26 Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements"and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 8 of 26 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." CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 9 of 26 SECTION - 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00)and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 10 of 26 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. Aoorentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight(8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B)above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sea.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 11 of 26 required or permitted to labor more than eight(8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. 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 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 12 of 26 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 fad 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 CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 13 of 26 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 oossessina the reauired insurance coveraae. 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: Twenty Five Million Dollars ($25,000,000) per occurrence and a general aggregate limit of Twenty Five Million Dollars ($25,000,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 14 of 26 a. Premises-Operations. b. Products and Completed Operations, with limits of at least Twenty Five Million Dollars ($25,000,000) per occurrence and a general aggregate limit of Twenty Five Million Dollars ($25,000,000)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. CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 15 of 26 h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Fifteen Million Dollars ($15,000,000)and a general aggregate limit of Fifteen Million Dollars ($15,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Fifteen Million Dollars ($15,000,000) per person for bodily injury and Five Million Dollars ($5,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 16 of 26 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. 5. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for pollution liability covering bodily injury, property damage (including loss of use of damaged property or property that has not been physically injured or destroyed), cleanup costs, and defense costs (including costs and expenses for investigation, defense, or settlement of claims). Coverage shall carry limits of at least One Million Dollars ($1,000,000) and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, fumes, acids, CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 17 of 26 alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants. If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the right to approve or reject such coverage in its own discretion. If written on a claims- made basis, the CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and that continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two years beginning from the time that the Project under this Contract is completed. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD 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, C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 18 of 26 officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10)days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 19 of 26 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of workers compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20)days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 20 of 26 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 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 CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 21 of 26 5. Pollution Liability Endorsements There shall be a Separation of Insured Clause or endorsement, providing that coverage applies separately to each insured, except with respect to the limits of liability. There shall also be an endorsement or policy language containing a waiver of subrogation rights on the part of the insurer. OCSD, its directors, officers, agents, CONSULTANTS and employees and all public agencies from whom permits will be obtained as well as their directors, officers, agents, and employees shall be included as insureds under the policy. Any additional insured endorsement shall contain language at least as broad as the coverage language contained in ISO form CG 20 10 11 85 or alternatively in both CG 20 10 10 01 and CG 20 37 10 01 together. SECTION—17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 22 of 26 made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION—19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion" that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may 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. CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 23 of 26 SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. 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 "Safely" and Exhibit B OCSD Safety Standards. C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 24 of 26 SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any parry whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Kiewit Infrastructure West Co. 10704 Shoemaker Avenue Santa Fe Springs Copy to: Eric M. Scott, Senior Vice President Kiewit Infrastructure West Co. 10704 Shoemaker Avenue Santa Fe Springs CONFORMED C-CA-121914 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 25 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Kiewit Infrastructure West Co. 10704 Shoemaker Avenue Santa Fe Springs By Printed Name Its CONTRACTOR's State License No. 433176 (Expiration Date—01/3112017) OCSD: Orange County Sanitation District By Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Division Manager C-CA-121914 CONFORMED CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 26 of 26 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION ..............................................................................1 EXA-2 PROGRESS PAYMENTS....................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS .........................................................1 EXA-4 STOP PAYMENT NOTICE ..................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS..................................................................3 EXA-6 PAYMENT OF TAXES.........................................................................................3 EXA-7 FINAL PAYMENT ................................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT.....5 ATTACHMENT 1 CERTIFICATION FOR REQUEST FOR PAYMENT........................7 ATTACHMENT 2 SCHEDULE OF PRICES ...........................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment": 4. General Conditions—"Payment— Mobilization Payment Requirements;" 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a slop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code§7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. CONFORMED C-EXA-080414 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or fled in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR'S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-080414 CONFORMED CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 4 of 8 acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been fled with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%)of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30)days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; CONFORMED C-EXA-080414 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 5 of 8 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONFORMED CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 6 of 8 ATTACHMENTI CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Ads to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Ads to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date CONFORMED C-EXA-080414 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 7 of 8 ATTACHMENT SCHEDULE OF PRICES See next pages from Bid Submittal Forms (Kiewit Infrastructure West Co.) BF-14 Schedule of Prices, Pages 1-11 C-EXA-080414 CONFORMED CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH Page 8 of 8 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work, whether they be more or less than those shown. CONTRACTOR's compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity;and the correct Total Price for each Rem shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid Price shall include all costs to complete the Work, including profit overhead, etc. unless otherwise specified in the Contract Documents. All applicable sales taxes, state and/or federal, and any other special taxes. Patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID, THE LOWEST BID IS DEFINED AS THE "TOTAL AMOUNT OF BID*LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid, Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Contract Documents. Note 2:Additive Bid Items will be used to determine the lowest Responsive, Responsible Bidder.Additive items will not be included as part of the initial award amount. In the event that OCSD elects to add any or all of the Additive Bid Items, it will do so via change order(s). Refer to Part C—SPECIAL PROVISIONS. All Work in the Contract Documents shall be included in Base Bid Items.The Additive Bid Items are for Work either not specifically shown or in excess of quantities shown in the Contract Documents. The Contractor shall provide a unit price and extended total price for each Additive Bid Item. Bidders shall accurately reflect the cost to perform the Work. OCSD may reject unbalanced Bids. Refer to Part 2—INSTRUCTIONS TO BIDDERS. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 1 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name or Firm) EXHIBIT A SCHEDULE OF PRICES IMPORTANT NOTE: All applicable sales taxes, State and/or Federal, and any other special taxes, patent rights or royalties shall be included in the prices quoted in this Exhibit A-Schedule of Prices. BASE BID ITEMS(Refer to Note 1 in the Instructions): Item Dmcrlpaon Unit of Appro. Unit Price Extended Price No. Measurement Qty 1. Mobilization: The amount for this bid item shall be limited to 4%of the �'"' total contract amount and as described in Division 01, Section 01155 and Lump Sum = $ �uO 16 fb in conformance with the Contract Documents for the lump sum price of... 2. City of Tustin Traffic Control Plan Check Fee(Allowance)and as described in Division 01, Section 01155 and in conformance with the Allowance = $ 100,000.00 Contract Documents. 3. City of Irvine,Santa Ana,and SCCRA Permit and Inspection Fees and Coordination with Metropolitan Water District of Southern California Allowance = $ 80,000.00 (Allowance)and as described in Division 01, Section 01155 and in conformance with the Contract Documents. 4. Provide a Field Office as described in Division 01, Section 01155 and in Lump Sum = $ v conformance with the Contract Documents for the lump sum price of... ivpO 5. Provide a Staging Area as described in Division 01, Section 01155 and in Allowance conformance with the Contract Documents for the monthly unit price and per Month 19 x $ 10,OD0.00 = $ 190,000.00 total price of... 6. Sheeting, Shoring&Bracing as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum price of... Lump Sum = $ 900r pQQ ; 7. Provide Traffic Control as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum price of... Lump Sum = $ (e170'000,— BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 2 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) Item Description Unit of Appprrox Unit Price Extended Price No. Measurement 8. Provide Temporary Handling of Sewage Flow as described in Division 01, Section 01155 and in conformance with the Contract Documents for the Lump Sum " _ $ lump sum price of... t Cal ooO 9. Prepare and Implement Stormwater Pollution Prevention Plan as ' described in Division 01, Section 01155 and in conformance with the Lump Sum > _ $ Contract Documents for the lump sum price of... $01000,— 10. Excavation of Unsuitable Material as described in Division 01, Section 01155 and in conformance with the Contract Documents for the cubic yard Cubic Yard 700 x $ Zp0 ,— _ $ unit price and total price of... 140, 000, 11. Construct 24" Diameter VCP Sewer Pipe as described in Division 01, Section 01155 and in conformance with the Contract Documents for the Lump Sum = $ lump sum price of... I 12. Construct 30"Diameter VCP Sewer Pipe as described in Division 01, Section 01155 and in conformance with the Contract Documents for the Linear Foot 2,397 x $ �r�0p r = $ JIV(I 100 linear foot unit price and total price of... 13. Construct 33" Diameter VCP Sewer Pipe as described in Division 01, Section 01155 and in conformance with the Contract Documents for the Linear Foot 2,461 x $ �r�ti0•r = $ 'll} 13Z0 t linear foot unit price and total price of... 4 14. Construct 10" Lateral "A" as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum price of... Lump Sum t = $ 15. Construct Water Line Replacements and Water Valves as described in Division 01, Section 01155 and in conformance with the Contract Documents Lump Sum X for the lump sum price of... x A BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7.37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 3 of 11 Bid Submitted By: Kievnt Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) No. Description m Appp�Y Unit Price Extended Price he Unit Measurement of nt 16, Construct 60" Diameter PVC Lined Manhole as described in Division 01, Section 01155 and in conformance with the Contract Documents for the unit Each 1 x $ - _ $ price and total price of... 241000,- 17. Construct 72"Diameter PVC Lined Manhole as described in Division 01, Section 01155 and in conformance with the Contract Documents for the unit Each 10 x $ ;0,000- _ $ 30010M,- price and total price of... 18. Construct 94" Diameter PVC Lined Manhole as described in Division 01, Section 01155 and in conformance with the Contract Documents for the unit Each 3 x $ u00 _ _ $ 110,0wr price and total price of... 19. Construct 96"Diameter PVC Lined Manhole as described in Division 01, Section 01155 and in conformance with the Contract Documents for the unit Each 2 x $Sp Opp- _ $ 0o cW price and total price of... 20. Cap Existing Manhole as described in Division 01, Section 01155 and in Each 2 x $ p _ $ conformance with the Contract Documents for the unit price and total price of... i00D- �.0 000, 21. Abandon Sewers and Manholes as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum price of... Lump Sum = $ �00,p00 22. Remove and Replace Manhole Cone and Covers as described in Division YQ 01, Section 01155 and in conformance with the Contract Documents for the Each 12 x $ �Stpgp- _ $ i unit price and total price of... 23. Polyurethane Line Existing 48"Diameter Manholes as described In Division 01, Section 01155 and in conformance with the Contract Documents Each 25 x $ )000 $ 3�5,000, for the unit price and total price of... BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 4 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) Item Description unit of Appprrox Unit PH" Extended Prlee No. Measurement city 24. Polyurethane Line Existing 60" Diameter Manholes as described in Division 01, Section 01155 and in conformance with the Contract Documents Each 1 x $ 1t; _ $ for the unit price and total price of... Iwo 25. Polyurethane Line Existing 72"Diameter Manholes as described in Division 01, Section 01155 and in conformance with the Contract Documents Each 11 x $ ��IOp0- _ $for the unit price and total price of... 28. Polyurethane Line Existing 84" Diameter Manholes as described in Division 01, Section 01155 and in conformance with the Contract Documents Each 3 x $ 1$�y0,- _ $ for the unit price and total price of... 27. Polyurethane Line Existing Reinforced Concrete Boxes as described in Division 01, Section 01155 and in conformance with the Contract Documents Each 2 x $ 11 000� _ $ 600,- for the unit price and total price of... 28. PVC Line Existing 60" Diameter Manholes as described in Division 01, Section 01155 and in conformance with the Contract Documents for the unit Each 2 x $ 24�, _ $ L f OOo price and total price of... ' 28. PVC Line Existing 36"x36"Reinforced Concrete Boxes as described in Division 01, Section 01155 and in conformance with the Contract Documents Each 2 x $-L4ILOO. _ $ 44 wo,' for the unit price and total price of... 30. CIP Line Existing 48" Diameter Manholes as described in Division 01, Section 01155 and in conformance with the Contract Documents for the unit Each 8 x $ Z1,O0O,' _ $ ON'000 price and total price of... BF-14 SCHEDULE OF PRICES C-13F-021115 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 5 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) Ihm Description Unit of Apaprtlox Unit Price Exlentletl Price No. Measurement 31. Modify Existing Manhole Bases and Install Gas Flaps as described in Division 01, Section 01155 and in conformance with the Contract Documents Each 12 x $ 1 = $ for the unit price and total price of... Lot.- e4 I� 32. Rehabilitate 27" Interceptor with CIPP as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum Lump Sum price of... t 33. Rehabilitate 36"Interceptor with CIPP as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum Lump Sum = $ 1)a,O00 — price of... 34. Rehabilitate 21"Trunk with CIPP as described in Division 01, Section 01155 and In conformance with the Contract Documents for the lump sum Lump Sum = $ 265,000r price of... 36. Rehabilitate 24"Trunk with CIPP as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum Lump Sum = $ 310,000: price of... 36. Rehabilitate 36"Interceptor with Grouted Sleeves as described in Division 01, Section 01155 and in conformance with the Contract Documents Linear Foot 150 x $Zt$a0,— T -- 000 for the linear foot unit price and total price of... f 37. Construct Improvements at Mitchell Ave.and Newport Ave.as described in Division 01, Section 01155 and in conformance with the Lump Sum = $ 7wtOtX1 Contract Documents for the lump sum price of... BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 6 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) item Description unit of /pajr . Unit Price Extended Price No. Measurement 38. Construct Improvements at Mitchell Ave. and Red Hill Ave.as described in Division 01, Section 01155 and in conformance with the Contract Lump Sum = $ Documents for the lump sum price of... I 39. Construct Interconnection from existing Interceptor to Trunk as described in Division 01, Section 01155 and in conformance with the Lump Sum = $ SQDI oob, Contract Documents for the lump sum price of... *1i I 40. Grind and Cap Pavement(Rubberized)as described in Division 01 Square Section 01155 and in conformance with the Contract Documents for the Foot 147,000 x $ _ $ square toot unit price and total price of... 1 i 41. Slurry Seal of existing asphalt concrete as described in Division 01, Square Section 01155 and in conformance with the Contract Documents for the Foot 45,000 x $ too = $ 1411 square foot unit price and total price of... 42. CCTV Final Inspection of Sewer Mains: Furnish all labor, materials, equipment and services necessary for performing the CCTV inspection of all sewer mains(new construction)as described in Division 01, Section 01155 Lump Sum = $ and in conformance with the Contract Documents for the lump sum price of... 43. Demolition and Construction of Street Improvements on Red Hill Ave. from Warner Ave.to Valencia Ave. as described in Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum Lump Sum = $ 3��DDQ price of... 44, Furnish and Install Radar Defection System as described in Division 01, Section 01155 and in conformance with the Contracts Documents for the Lump Sum = $ (s(9i000 lump sum price of... BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 7 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) Item Description Unit of Apt x Unit Price Extended Price No. p Measurement 45. City of Tustin Traffic Signal Consultant Radar Detection System Support(Allowance), including installation support services, adjustments during construction stages,and construction adjustments Allowance _ $ 100,000.00 due to non-functional traffic loops as result of construction activilles as described in Division 01, Section 01155 and in conformance with the Contracts Documents. 45. Contaminated Groundwater Pretreatment System(Allowance)as described in Division 01, Section 01155 and in conformance with the Contract Allowance _ $ 100,000.00 Documents. 47. Contaminated Soli Transport and Disposal as described in Division 01, Section 01155 and in conformance with the Contract Documents for the cubic Cubic Yard 200 x $ 7.po ,— yard unit price and total price of... 48. All Other Portions of the Work set forth In the Contract Document except for the Work performed In Items f through 47 Inclusive,Item 49 _ and Items 50 through 59 inclusive as described in Division 01, Section Lump Sum _ $ �( (SUfr ol7 01155 and in conformance with the Contracts Documents for the lump sum price of... 49. Demobilization Including final progress payment,clean-up end retention of the project site as described in Division 01, Section 01155 and Lump Sum = $ in conformance with the Contract Documents for a lump sum price of... SUBTOTAL BASE BID ITEMS NO. 1 THROUGH NO. 49 (AWARD AMOUNT) $ r�l Lit �Q! BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 8 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) ADDITIVE BID ITEMS (Refer to Note 2 in the Instructions): Item Description Unit of Approx Unit Price Extended Price No. Measurement city 50. Removal and Replacement of an Additional of Deteriorated Concrete During Manhole Rehabilitation (1"to 1-11411)to Competent Square Material as described in Division 01, Section 01155 and in conformance with Foot 1,200 x $ 1 s0 = $ \tLpa.- the Contract Documents for the square fool unit price and total price of... 51. Removal and Placement of an Additional%11 of Deteriorated Concrete During Manhole Rehabilitation (1-114"to 1.11211)to Competent Material Square 1,000 x $ $ (I opO as described in Division 01, Section 01155 and in conformance with the Foot ` ,no = Contract Documents for the square foot unit price and total price of... 52. Removal of and Replacement of an Additional 1/1'of Deteriorated Concrete During Manhole Rehabilitation (1-112"to 1-W411)to Competent Square Material as described in Division 01, Section 01155 and in conformance with Foot 700 x $ ` ep = $ �Op ,- the Contract Documents for the square foot unit price and total price of... 53. Removal of and Replacement of an Additional W'of Deteriorated Concrete During Manhole Rehabilitation (1.3/4"to 2")to Competent Square 400 x $ ll ,od = $ 400 Material as described in Division 01, Section 01155 and in conformance with Foot the Contract Documents for the square foot unit price and total price of... 54. Removal of 21"abandoned Irrigation pipe if found to be asbestos concrete pipe as described in Division 01, Section 01155 and in Linear Foot 1,500 x $ 10 .e" _ $ )S OOO, conformance with the Contract Documents for the unit price and total price I Of.. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 9 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES (continued) lam Description Unit or aplY i Unit Price F�tentletl Price No. Measurement 55. CIP line existing 48" Diameter Manholes after pre-rehabilitation investigation of deteriorated concrete during manhole rehabilitation as Each 4 x $ 2'L,bW,'" _ $ $a oJD , described in Division 01, Section 01155 and in conformance with the r Contract Documents for the unit price and total price of... 56. Infiltration mitigation by means of Injection grouting within existing pipelines to be CIPP rehabilitated as described in Division 01. Section Gallon 300 01155 and in conformance with the Contract Documents for the unit price $ jO�i,AJQ, and total price of... 57. Mobilization of injection grouting crew and equipment for infiltration mitigation of existing pipelines to be rehabilitated as described in Lump Sum = $ Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum price of... 58. Infiltration mitigation by means of injection grouting within existing manholes to be rehabilitated as described in Division 01, Section 01155 Gallon 100 x $ )p0,— _ $ 1 'JfO0fl and in conformance with the Contract Documents for the unit price and total price of... 59. Mobilization of injection grouting crew and equipment for infiltration mitigation of existing manholes to be rehabilitated as described in Lump Sum = $ Sprig, Division 01, Section 01155 and in conformance with the Contract Documents for the lump sum price of... 2 SUBTOTAL ADDITIVE BID ITEMS NO. 50 THROUGH NO. 59 $ 233,bt7O.� TOTAL AMOUNT OF BID (BASIS OF AWARD) $ «r (O�oS QQQ , BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO. 737 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 10 of 11 Bid Submitted By: Kiewit Infrastructure West Co. (Name of Film) EXHIBIT A SCHEDULE OF PRICES (continued) IMPORTANT NOTICE TO BIDDERS: Bid Items No. 1 through No. 49 together with Additive Bid Items No.50 through No. 59 will be used to determine the lowest, responsive, responsible Bidder. Additive Bid Items No. 50 through No. 59 will not be included as part of the award amount. In the event OCSD elects to add any of the Additive Bid Item(s), it will do so via Change Order(s). Refer to the SPECIAL PROVISIONS Section entitled ADDITIVE BID ITEMS. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.7-37 GISLER REDHILL SYSTEM IMPROVEMENTS,REACH B Page 11 of 11 GllFl 0, Inc. senera/[ay6neerfas PP.BSI1747 Brea,C491411-1747 Ph:(951)657-9887 Fa:(951)657-0777 November 24, 2015 Gan Prater, Principal Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 REFERENCE: GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B, CONTRACT NUMBER 7-37 SUBJECT': BID PROTEST Dear Mr. Prater, Per Section IB-29 of the Contract Specifications, GRFCO, Inc. respectfully protests the bid process and award of the above referenced project to Kiewit Infrastructure West Co. GRFCO's owner has been a pipeline contractor for forty-one (41) years and has placed in excess of $400 trillion of public works pipeline projects throughout the southland. Unfortunately, GRFCO and all other contractors in Southern California (save Keiwit), did not qualify with the Performance History outlined in the Specifications (attached): BF-4, 2.A The Bidder shall list at least two (2) pipeline projects with a public owner completed within the last five (5) years involving the construction of VCP sewer pipelines of at least 10,000 linear feet (cumulativei for VCP pipe sized 21 inches (and up) in diameter, and construction of PVC-lined concrete manholes. GRFCO checked with the two leading VCP suppliers, Mission Clay Products and Gladding McBean. Both VCP suppliers stated that they have not sold two (2) miles of 21 inch (and up) VCP to a single contractor in the last five years. GRFCO contends that the Performance History requirement was unattainable to all but one contractor in Southern California. Gary Prater, Principal Contracts Administrator Orange County- Sanitation District November 24, 2015 Page 2 of 2 pages Tax paler dollars are best served with a competitive bid. A single bid on a $15 million project does not represent a competitive bid. GRPCO respectfully requests that: 1. all bids be rejected; 2. the performance history be reduced to a level that is realistic; and 3. that the project be re-bid at a later date. Please respond at your earliest convenience. Respect Inc. es Jack n Senior Project Manager cc: Orange County Board of Supervisors: Supervisor Andrew Do, 1" District Supervisor Viichelle Steel, 2°' :District Supervisor Todd Spitzer, Chairman, 3" District Supervisor Shawn Nelson, 41" District Supervisor Lisa Bartlett, Vice Chairman, 5"' District ORANGE COUNTY SANITATION DISTRICT BID TABULATION PUBLIC WORKS CONSTRUCTION CONTRACTS CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B November 17, 2015 1:00 P.M. Total Addenda: 2 Engineer's Estimate: $15,418,388 Anticipated Award Date: December 16, 2015 CONTRACTORS Subcontract TOTAL BID Amount 1. Kiewit Infrastructure West Co. $ 15,665,000 Subcontractors a. Sancon Engineering, Inc. $ 2,097,267 b. All American Asphalt $ 655,833 c. Crosstown Electrical $ 167,170 �-, Y� /-f�- Revision 052212 Page 1 of 1 J Bid Submitted By: (Name of Firm) BFd PERFORMANCE HISTORY AND FINANCIAL RESOURCES A. LIST OF CURRENT AND COMPLETED PROJECTS Bidder shall have at least ten(10)years of sewer pipeline construction and rehabilitation experience in densely populated, mixed use, business/residential arterials and city streets. More specifically, Bidder shall have construction experience in sewer pipeline sizes ranging from 21 inches to 36 inches in diameter of vitrified clay pipe(VCP), construction of sewer manholes (base, shaft, cone, chimney, frame and cover), rehabilitation of sewer pipelines and manhoes using cured-in-place pipe(CIPP), rehabilitation of sewer pipelines using grouting sleeves, and construction of water pipelines. 1. The Bidder shall provide its list of projects that demonstrates that it has at least ten (10)years of experience constructing sewer pipelines and sewer manholes, sewer pipeline and sewer manhole rehabilitation using CIPP, sewer pipeline rehabilitation using grouting sleeves, and water pipeline construction in densely populated, mixed use, business/residential arterials and city streets. For each listed project, Bidder shall include the project name and location, description of Work, final contract value,contract completion date, contact name(s)and phone number(s). The Bidder must submit this information with its Bid. Attach documents directly to the Bid behind this page. 2. Using the table below, the Bidder shall provide its list of projects to demonstrate that it has either self-performed or directly supervised a Subcontract(s)on the following criteria, as minimum construction experience requiremetns for this Project: A. The Bidder shall list at least two(2) pipeline projects with a public owner completed within the last five(5)years involving the construction of VCP sewer pipelines of at least 10,000 linear feet(cumulative)for VCP pipe sized ranging from 21 inches to 36 inches in diameter, and construction of PVC-lined concrete manholes. Bidder's listed projects shall be similar in nature, scope, complexity and cost to this Project. B. The Bidder shall list at least two(2) pipeline projects with a public owner completed within the last five(5)years involving CIPP sewer manhole rehabilitation and CIPP pipeline rehabilitation of at least 10,000 linear feet(cumulative)of 21 inch diameter or larger VCP. Bidders listed projects shall be similar in nature, scope, complexity and cost to this Project. C. The Bidder shall list at least two (2)pipeline projects with a public owner completed within the last five(5)years involving sewer pipleline point repairs using CIPP or grouting sleeves on pipelines of 21 inches in diameter or larger. Bidders listed projects shall be similar in nature, scope, complexity and cost to this Project. D. The Bidder shall list at least two (2)pipeline projects with a public owner completed within the last five(5) years involving operation and maintenance of temporary pumping facilities to bypass sewage Flow. Bidder's listed projects shall be similar in nature, scope, complexity and cost to this Project. BF-4 PERFORMANCE HISTORY AND FINANCIAL RESOURCES C-BF-021115 CONTRACT NO. 7-37 GISLER REDHILL SYSTEM IMPROVEMENTS, REACH B Page 1 of 10 QUESTION ITEM RECEIPT QUESTION ANSWER DATE 20. 10l13/15 On page 15 of Leighton Geotechnical In lieu of the 1"currently specified, Section 02200 1.6.0 Exploration report (Project No. 10743-001) a will be revised in the forthcoming addendum to state: "to requirement of"The total horizontal deflection limit the maximum horizontal deflection of the shnring to inward (towards the excavation)of the %inch or less". shoring system should generally be less than 1/2 inch." However, specification section 02200 paragraph 1.6-C states that"shoring supporting adjacent nearby facilities shall be designed and constructed to limit the maximum horizontal deflection of the shoring to 1 inch or less." Will there be a maximum horizontal deflection requirement on the project, and if so, what is it? 21. 10/13/15 Volume I, Bid Submittal Forms, note BF-4 Yes, Volume 1, Bid Submittal Forms, BF-4 will be modified "PERFORMANCE HISTORY AND in a forthcoming Addendum. This requirement will be FINANCIAL RESOURCES", paragraph A-2A, revised to allow the installation of VCP of 21 inch diameter states bidder shall have experience of at least and larger. 10,000 Linear feet for VCP sized ranging from 21 inches to 36 inches in diameter. Could this be changed to include any VCP pipe over 21 inches? 22. 10/13/15 1. Volume I, Bid Submittal Forms, note BF-4 OCSD seeks Bidders with recent experience; therefore, "PERFORMANCE HISTORY AND this requirement will remain as issued. FINANCIAL RESOURCES", paragraph A- 2A, states bidder shall have experience of at least 10,000 Linear feet for VCP within the last five years. Could this 5 year requirement be changed to allow up to 10 years work histories? CONTRACT NO.7-37 Question and Answer Log No.1 GISLER REDHILL SYSTEM IMPROVEMENTS,REAGH B Issued November 2,2015 Page 13 of 15 QUESTION ITEM RECEIPT QUESTION ANSWER DATE 23. 1015/15 Per my October 5th inquiry, [our company] and has the following questions in regards to the Performance History requirements noted in 10/19/15 the bid proposal. A. To meet the requirement of"at least A. 10,000 feet(cumulative)for VCP pipe sized ranging from 21 inches to 36 inches in diameter", [we have]two questions: 1. will the placement of larger pipe 1. Please refer to the response to Question 21 above. (i.e 48"VCP)qualify? 2. will the placement of 21"to 36" 2. No, the experience shall be in the installation of vitrified RCP of steel pipe (in lieu of VCP) clay pipe (VCP). qualify? Example [our company] placed 7186' of 90" RCP (at20 vertical feet)in 2012 and 5346' of 24" CMC+C steel pipe (at 15 vertical feet). Will either of these projects qualify toward the "10,000 of 21"to 36"VCP"? B. As described in the Bid Forms, BF-4 A.2.,"Using the B. [Our company]will list a sub for the CIPP table below, the Bidder shall provide its list of projects portion of the work. Will the subs history to demonstrate that it has either self-performed or qualify for the 10,000'. directly supervised a Subcontract(s) on the following criteria, as minimum construction experience requirements for this Project. The subcontractor's history in installation of cured-in- place pipe will qualify only for experience in the installation of cured-in-place pipe, in addition to the requirement for the Bidder to have supervised a subcontractor in performing this Work. CONTRACT NO.7-37 Question and Answer Log No.t GISLERREDHILL SYSTEM IMPROVEMENTS,REACH B Issued November 2.2015 Page 14 of 15 t Name Election or Appointment Current Tenure Andrew Do Supervisor, 1st District 333 W. Santa Ana Blvd.. Elected 1127115. Sworn in 2/3/15 Partial term 2/115—!Z17 51h Floor Santa Ana, CA 92701 (714) 834-3110 Michelle Steel Supervisor,2nd District 333 W. Santa Ana Blvd.. Elected 11/4/14, Sworn in 1/05115 4 year term, 1/5/15- 1q/19 5th Floor Santa Ana, CA 92701 (714)834-3220 Todd Spitzer, Chairman Supervisor. 3rd District 333 W. Santa Ana Blvd., Elected 6/5/12, Sworn in 1/07/13 4 year term. 1/7/13- V2117 5th Floor Santa Ana. CA 92701 (714)834-3330 Shawn Nelson Supervisor, 4th District 1 10- 'Partial tens, 6122/ /3/1 333 W. Santa Ana Blvd., Special Election 6r8/10, Sworn,in 6/22/10 4 year term, 22/1 - V13/1 5th Floor Reelected 1114/14 5/15 Santa Ana, CA 92701 4 year term, 1/5/15- 117/19 (714) 834-3440 Lisa A. Bartlett, Vice Chair Supervisor. 5th District 333 W. Santa Ana Blvd.. Elected 11/4/14. Sworn in early to fill Bates Partial term, 12014- 1/5115 Sth Floor unexpired term 4 year term. 1/5115- V7119 Santa Ana, CA 92701 (714)834-3550 Orange County Sanitation District 10844 Ellis Avenue,Fountain Valley,CA 92708 Anaheim 714.902.2411 • www.arewers.com Brea Buena Park December 3, 2015 via email: grfcoinc@gmail.com & Cypress U.S. Certified Mail FaurflalftValley Fullerton James Jackson Garden Grove GRFCO, Inc. P.O. Box 1747 HunUngton Beach Brea, CA 92822-1747 Irvine SUBJECT: OCSD Response to GRFCO, Inc. Bid Protest La Habra Re: Project No. 7-37 Gisler— Red Hill System Improvements La Palma LcsAlamims This letter is Orange County Sanitation District's (OSCD) response to the Bid Newport Beach Protest filed by GRFCO, Inc. (GRFCO) dated November 24, 2015. Orange In summary, GRFCO submitted a purported "Award Protest" contesting the bid Placentia process and award of the above referenced project to Kiewit Infrastructure West Co (Kiewit). GRFCO claims that Kiewit was the only Southern California contractor who Santa Ana could meet the Performance History requirements, and that the single bid submitted Seal Beach by Kiewit does not represent a competitive bid. Stanton Pursuant to the Instructions to Bidders IB-29, a Solicitation Phase protest may be Tustin filed by any Bidder or Prospective Bidder (on solicitation, Interested Party) "who has reason to believe that a free and open competition has not taken place or that a Villa Paw particular specification or requirement is impractical, unduly restrictive, or OrangeCounty of ambiguous...by submitting a detailed Solicitation Protest Statement in accordance with the requirements ..."set forth in Section A of the Instructions. If GRFCO Costs ic believed that the experience requirements were impractical or unduly restrictive, it Sanitary Districtcould have submitted such a protest statement; however, no Solicitation Protest E Statement was submitted by GRFCO or any other prospective bidder. � Irvine Ranch GRFCO submitted a purported "Award Protest" after the bids were submitted and Wateropened, but before District staff recommended an award. This protest is rejected for three reasons. First, as explained above, it is too late to challenge the bid Water Dira strict requirements. Second, to the extent that GRFCO seeks to challenge any decision to recommend award of a contract on other grounds, it is too early to do so. Any such protest must be raised after District staff recommends award to a particular bidder. Finally, GRFCO would not have standing to challenge any decision to recommend award to a particular bidder. Such a protest may only be brought by "the unsuccessful Bidder(on award, Interested Party) with a direct economic interest in the outcome of their protest." P` To protect public health and the environment by providing effective wastewater collection, treatment,and recycling. HVV SPNI)q JP OP N �� OS O C PPS �HG ixE ENx\P James Jackson Page 2 December 3, 2015 OCSD has carefully reviewed the bid submitted by Kiewit in accordance with statutory requirements and OCSD's procedures, and has determined that the bid submitted by Kiewit is responsive and responsible. OCSD will not engage in speculation concerning the other potential Bidders' qualifications. OCSD reviewed the GRFCO Bid Protest and arguments raised therein protesting the award of Project No. 7-37 to Kiewit Infrastructure West Co. OCSD finds; that the Award Protest Statement does not comply with the requirements set forth in IB-29 and is therefore returning the protest statement to GRFCO. OCSD will proceed to recommend award of the Project No. 7-37 to the lowest responsive and responsible Bidder, Kiewit Infrastructure West Co, at the Board of Directors meeting on December16, 2015. Marc Dubois Contracts, Purchasing and Materials Management Manager GVP: ms cc: Contract File 7.4.4e 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 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 PCSA Professional Consultant Services Agreement POTW Publicly Owned Treatment Works ppm Parts per million PSA Professional Services Agreement RFP Request For Proposal Glossary of Terms and Abbreviations RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos — The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know as the benthic zone. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Glossary of Terms and Abbreviations Certificate of Participation (COP) -A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) - Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) - the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Greenhouse gases - In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System - A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)-Goals to support environmental and public expectations for performance. NOMA- N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) - An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume-A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)- Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line - A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer - Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) - Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment - Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge - Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)-The amount of solids floating and in suspension in wastewater. Glossary of Terms and Abbreviations Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff — Water from city streets and domestic properties that carry pollutants into the stone 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.