HomeMy WebLinkAbout12-20-2017 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, December 20, 2017
Regular Meeting of the 6:00 P.M.
BOARD OF DIRECTORS Board Room
` 10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
AGENDA
CALL TO ORDER
INVOCATION AND PLEDGE OF ALLEGIANCE (Donald P. Wagner, City of Irvine)
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 OF DIRECTORS (Clerk of the Board)
AGENCY DIRECTOR ALT. DIRECTOR
Cypress Mariellen Yarc Stacy Berry
Midway City Sanitary District Charlie Nguyen Al Krippner (effective 1/1n8)
La Habra Tim Shaw Michael Blazey
DECLARATION OF QUORUM (Clerk of the Board)
PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a
Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by
the Chairperson and are requested to limit comments to three minutes.
SPECIAL PRESENTATIONS:
None.
REPORTS: The Board Chairperson and the General Manager may present verbal reports on
miscellaneous matters of general interest to the Directors. These reports are for information only and require
no action by the Directors.
12/20/2017 OCSD Board of Directors Agenda Page 1 of 9
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 Any items withdrawn from the Consent Calendar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 Meeting of the Board
of Directors Meeting held on November 15, 2017.
RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the
Board Chair.
3. COMMITTEE MINUTES (Clerk of the Board)
RECOMMENDATION: Receive and file the approved minutes of the following
committees:
A. Steering Committee Meeting of October 25, 2017
B. Operations Committee Meeting of November 1, 2017
C. Administration Committee Meeting of November 8, 2017
D. Legislative & Public Affairs Committee Meeting of November 13, 2017
4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
NOVEMBER 2017 (Lorenzo Tyner)
RECOMMENDATION: Receive and file the report of the Investment Transactions
for the month of November 2017.
OPERATIONS COMMITTEE:
5. ANNUAL CCTV CONTRACT WITH FOUR ADDITIONAL RENEWALS TO
COMPLY WITH SSMP REQUIREMENTS (Ed Torres)
RECOMMENDATION:
A. Award Service Contracts for annual CCTV Sewer Inspection Services to two
(2) contractors; Hoffman Southwest Corp. (Primary) and Performance
Pipeline Technologies (Secondary), for a total amount not to exceed
$350,000 for the period February 1, 2018 through January 31, 2019, with
four (4) one-year renewal options; and
B. Approve a contingency of$35,000 (10%).
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6. FLEET VEHICLE PROCUREMENT THROUGH COOPERATIVE
PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres)
RECOMMENDATION:
A. Approve the purchase of ten (10)vehicles as listed below using the National
Joint Powers Alliance (NJPA) cooperative Contract Number 120716-NAF
with National Auto Fleet Group for a total amount not to exceed $286,809 in
accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative
Purchases:
1. Five (5) new/unused 2018 Ford F-150 (X1C) XL 2WD SuperCab 8'
Box$149,813.49;
2. Three (3) new/unused 2018 Ford C-Max Hybrid (P5A) SE FWD
$79,040.79;
3. One (1) new/unused 2018 Ford Fusion Energi (POP) SE FWD
$32,667.96;
4. One (1) new/unused 2018 Ford Transit Connect Van (S6E) XL SWB
with Rear Symmetrical Doors $25,286.82; and
B. Approve a contingency of$7,170 (2.5%).
7. PURCHASE OF SIX VAPEX SENTINEL S4 UNITS (Ed Torres)
RECOMMENDATION:
A. Approve a sole source Purchase Order to VAPEX ENVIRONMENTAL
TECHNOLOGIES for six VAPEX Sentinel S4 units (three units for Plant No.
1 and three units for Plant No. 2)for a total amount not to exceed $290,636;
and
B. Approve a contingency of$14,532 (5%).
8. TIFFANY PUMP STATION ODOR CONTROL FACILITY
(Ed Torres)
RECOMMENDATION: Approve a Site Access and License Agreement with the
Garden Grove Sanitary District (GGSD) to allow utilization of an odor control
chemical dosing station and injection of chemicals into the Miller-Holder Interceptor
at 12782 Bailey Street in the city of Garden Grove, in a form approved by Special
Counsel.
9. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126
(Rob Thompson)
RECOMMENDATION:
A. Award a Construction Contract to AMTEK Construction for the Safety
12/20/2017 OCSD Board of Directors Agenda Page 3 of 9
Improvements Program, Contract No. J-126 A and H, for a total amount not
to exceed $452,757; and
B. Approve a contingency of$45,276 (10%).
10. EDINGER PUMP STATION REHABILITATION STUDY (Rob Thompson)
RECOMMENDATION:
A. Approve a Professional Services Agreement with Lockwood, Andrews &
Newnam, Inc., to provide engineering services for the Edinger Pump Station
Rehabilitation Study, Project No. PS15-02, for an amount not to exceed
$505,042; and
B. Approve a contingency of$50,504 (10%).
11. 2017 FACILITIES MASTER PLAN (Rob Thompson)
RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution
No. OCSD 17-16 entitled, "A Resolution of the Board of Directors of the Orange
County Sanitation District Adopting the 2017 Facilities Master Plan as the Orange
County Sanitation District's New Master Plan for Future Capital Planning and
Repealing Resolution No. OCSD 09-18."
ADMINISTRATION COMMITTEE:
12. 2017 BENEFITS PROGRAM — ONE-TIME FUND REALLOCATION
(Celia Chandler)
RECOMMENDATION: Approve a one-time reallocation of budgeted funds in the
amount of $195,000 to be transferred to group health insurance benefits resulting
in a total cost of $12,032,187. The reallocation would not result in an increase to
the overall 2017 budget.
13. ENTERPRISE ASSET MANAGEMENT PHASE IV - LOCK OUT TAG OUT
(LOTO) (Lorenzo Tyner)
RECOMMENDATION:
A. Approve a Professional Services Agreement with Total Resource
Management, Inc.for IBM-Maximo Enterprise Asset Management Phase
IV - Lock Out Tag Out (LOTO) Software, Specification No. S-2017-871 BD,
for a total amount not to exceed $188,318; and
B. Approve a contingency in the amount of$37,664 (20%).
12/20/2017 OCSD Board of Directors Agenda Page 4 of 9
14. RIGHT OF WAY AND PROPERTY MANAGEMENT SERVICES
(Lorenzo Tyner)
RECOMMENDATION:
A. Approve a Professional Consultant Services Agreement with Paragon
Partners Ltd. for Right of Way and Property Management Services,
Specification No. CS-2017-879, for the period January 1, 2018 through
December 31, 2018, for a total annual amount not to exceed $115,000, with
two (2) six-month renewal options; and
B. Approve a contingency of$11,500 (10%).
15. INVEST AND/OR REINVEST DISTRICT'S FUNDS (Lorenzo Tyner)
RECOMMENDATION: Adopt Resolution No. OCSD 17-17, entitled "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; Adopting District's
Investment Policy Statement and Performance Benchmarks; and Repealing
Resolution No. OCSD 16-19."
16. ALLIANT INSURANCE SERVICES (Celia Chandler)
RECOMMENDATION:
A. Approve a Professional Consultant Services Agreement with Alliant
Insurance Services, Inc. to act as Broker of Record for the Orange County
Sanitation District's assets and operations insurance coverages,
Specification No. CS-2017-884-BD, for the period of January 1, 2018
through December 31, 2018 with up to four (4) one-year renewal options;
and
B. No direct payment from the Sanitation District is provided. The Broker of
Record, Alliant Insurance Services, will be compensated through
commission that is paid directly by the insurance carriers.
17. ORANGE COUNTY SANITATION DISTRICT WASTEWATER REVENUE
PROGRAM RATE STUDY (Lorenzo Tyner)
RECOMMENDATION: Receive and file the Orange County Sanitation District's
2017 Wastewater Revenue Program Rate Study completed by Carollo Engineers.
18. PROPOSITION 218 NOTIFICATIONS (Lorenzo Tyner)
RECOMMENDATION: Direct staff to prepare and mail Proposition 218 compliant
notifications to affected property owners outlining a five-year regional sewer service
fee schedule with annual increases of approximately 1.2 percent over the next five
fiscal years beginning with Fiscal Year 2018-19.
12/20/2017 OCSD Board of Directors Agenda Page 5 of 9
LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE:
19. LEGISLATIVE/REGULATORY PLAN AND YEAR-END REVIEW
(Bob Ghirelli)
RECOMMENDATION: Approve the Orange County Sanitation District 2018
Legislative and Regulatory Plan.
STEERING COMMITTEE:
20. ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE
(Bob Ghirelli)
RECOMMENDATION: Adopt Resolution No. OCSD 17-18, entitled, "A Resolution
of the Board of Directors of Orange County Sanitation District Establishing Rules of
Procedure for the Conduct of Business of the District, and Repealing Resolution
No. OCSD 17-08."
21. DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17
(Rob Thompson)
RECOMMENDATION: Approve a contingency increase of $369,930 (10%) to the
construction contract with Charles King Co., Inc. for District No. 6 Trunk Sewer
Relief, Project No. 6-17, for a total amount not to exceed $739,860 (20%).
22. DEFERRED PAYMENT AGREEMENT REQUEST FOR CHARGES AND FEES
OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE
(Lorenzo Tyner)
RECOMMENDATION: Deny the request for a 31d deferred payment agreement for
charges and fees owed for sanitary sewer service charges from Aseptic
Technology, LLC.
NON-CONSENT:
None.
AB 1234 REPORTS: This is the time of the meeting when Board Members will provide a brief oral
report on any conference, meeting, or travel paid by the Sanitation District.
12/20/2017 OCSD Board of Directors Agenda Page 6 of 9
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the Board,
the Chair may convene the Board in closed session to consider matters of pending real estate
negotiations,pending or potentiallitigation,or personnel matters,pursuant to Government Code Sections
54956.8, 54956.9, 54957 or 54957.6, as noted.
Reports relating to (a)purchase and sale of real property; (b) matters of pending or potential litigation;
(c)employment actions or negotiations with employee representatives;or which are exempt from public
disclosure under the California Public Records Act, may be reviewed by the Board during a permitted
closed session and are not available for public inspection. At such time as the Board takes final action
on any of these subjects, the minutes will reflect all required disclosures of information.
CONVENE IN CLOSED SESSION.
(1) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION
(Government Code Section 54956.9(d)(1))
Number of Cases: 4
Klean Waters, Inc. at al. v. Orange County Sanitation District, at al., United States
District Court, Central District of California, Southern Division, Case No.
8:15-cv-00627.
Klean Waters, Inc. et al. v. Orange County Sanitation District, et al. United States
District Court, Central District of California, Southern Division, Case No.
8:15-cv-01498.
Wesley Bauer v. Orange County Sanitation District, Orange County Superior Court,
Central Justice Center, Case No. 30-2017-00956252.
APP Winddown, LLC et al. v Orange County Sanitation District, United States
Bankruptcy Court District of Delaware, Case No. 16-12551, Adversary
No. 17-51609.
(2) CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code Section 54956.8)
Property: 18350 Mt. Langley St. Fountain Valley, CA
APN Nos. 156-154-08 and 156-163-17
10950 Virginia Cit. Fountain Valley, CA - APN No.156-165-05;
10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07;
18480 Pacific St. Fountain Valley, CA -APN No.156-165-04;
18430 Pacific St. Fountain Valley, CA -APN No.156-165-06;
18370 Pacific St. Fountain Valley, CA -APN No.156-165-08;
18429 Pacific St. Fountain Valley, CA -APN No.156-163-09;
18410 Bandilier Cir. Fountain Valley, CA -APN No.156-163-10;
18368 Bandilier Cit. Fountain Valley, CA -APN No.156-163-11;
10700 Spencer St. Fountain Valley, CA-APN No.156-163-16;
10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07;
18386 Mt. Langley St. Fountain Valley, CA-APN No.156-154-06;
12/20/2017 OCSD Board of Directors Agenda Page 7 of 9
18385 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-12;
18401 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-13;
18424 Mt. Langley St. Fountain Valley, CA-APN No.156-154-05;
18435 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-14;
18475 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-15;
10725 Ellis Ave. Fountain Valley, CA -APN No.156-154-04; and
10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03
Agency negotiators: General Manager, Jim Herberg; Assistant General Manager,
Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner;
Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and
Jeff Mohr; CIP Project Manager, Tom Grant; Kevin Turner and John Gallivan,
Cushman and Wakefield.
Negotiating parties:
K & A Investments LP, APN Nos. 156-154-08 & 156-163-17
Valley Business Park, APN Nos. 156-165-05, 156-165-06, 156-163-07;
DK-USA LLC, APN No.156-165-04;
Fountain Valley Industrial Parcel 13, APN No.156-165-08;
Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11;
The Ins Trust Shabtai, Nevon, APN No. 156-163-16;
The Ins Trust, APN No. 156-154-07;
Fountain Valley Star LLC, APN No. 156-154-06;
TN Sheet Metal Inc., APN No. 156-163-12;
18401 Bandilier LLC, APN No. 156-163-13;
Phone Lilly Lin-Lin TR, APN No. 156-154-05;
JDK Partners, APN No. 156-163-14;
Chandler Real Properties, APN No. 156-163-15;
Ellis Avenue LLC, APN No. 156-154-04; and
SFII Fountain Valley LLC, APN No. 156-151-03
Under negotiation: Instruction to negotiator will concern price and terms of
payment.
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:
12/20/2017 OCSD Board of Directors Agenda Page 8 of 9
ADJOURNMENT:
Adjourn the Board meeting until the Regular Meeting of the Board of Directors
on January 24, 2018 at 6:00 p.m.
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related
accommodations,please contact the Orange County Sanitation District Clerk of the Board's office at(714)593-7433 at least 72
hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested.
Agenda Postina: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been
posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley,
California, and on the Sanitation District's website at www.ocsd.com,not less than 72 hours prior to the meeting date and time
above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the
meeting to all,or a majority of the Board of Directors,are available for public inspection in the once of the Clerk of the Board.
Agenda Description: The agenda provides a brief general description of each Rem of business to be considered or discussed.
The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed
appropriate.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting,items must be submitted to the Clerk
of the Board 14 days before the meeting.
Kelly A.Lore
Clerk of the Beak
(714)593-7433
kloret&,ocsd.com
For any questions on the agenda,Committee members may contact staff at:
General Manager Jim Hall (714)593-7300 'heibemiR.&d.com
Assistant General Manager Bob Ghirelli (714)593-7400 rahirelliaocsid.com
Director of Engineering Rob Thompson (714)593-7310 rthomosoneomd.com
Director of Environmental Services Jim Colston (714)593-7450 icelstowdlocsd com
Director of Finance and Lorenzo Tyner (714)593-7550 Ilvner(alocsd.com
Administrative Services
Director of Human Resources Celia Chandler (714)593-7202 cchandlendocsd.com
Director of Operations 8 Maintenance Ed Torres 714 593-7080 etomes .csd..m
12(20/2017 OCSD Board of Directors Agenda Page 9 of 9
ITEM NO. 2
Orange County Sanitation District
MINUTES
BOARD MEETING
November 15, 2017
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Administration Building
10844 Ellis Avenue
Fountain Valley, California 92708-7018
11/15/2017 Minutes of Board Meeting Page 1 of 9
ROLL CALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
called to order by Board Vice-Chairman Dave Shawver on November 15, 2017, at
6:01 p.m., in the Administration Building. Alternate Director Erik Peterson delivered the
invocation and led the Pledge of Allegiance.
The Clerk of the Board declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X Gregory Seboum, Chair Jesus Silva
X Denise Barnes Lucille Kring
A Allan Bernstein Chuck Puckett
X Robert Collacott Diana Fascenelli
X Ellery Deaton Sandra Massa-Lavitt
Barbara Delgleize X Erik Peterson
X James M. Ferryman Bob Ooten
Phil Hawkins X Brooke Jones
A Steven Jones Kris Beard
X Peter Kim Gerard Goedhart
A Al Krippner Charlie Nguyen
X Richard Murphy Warren Kusumoto
X Steve Nagel Cheryl Brothers
A Glenn Parker Cecilia Hupp
A Scott Peotter Brad Avery
X Tim Shaw Michael Blazey
X David Shawver Carol Warren
X Fred Smith Virginia Vaughn
X Teresa Smith Mark Murphy
A Michelle Steel Shawn Nelson
A Sal Tinajero David Benavides
A Donald Wagner Lynn Schott
X Chad Wanke Ward Smith
X John Withers Douglas Reinhart
X Mariellen Yarc Stacy Berry
STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant
General Manager; Celia Chandler, Director of Human Resources; Ed Torres, Director of
Operations & Maintenance; Rob Thompson, Director of Engineering; Lorenzo Tyner,
Director of Finance & Administrative Services; Kelly Lore, Clerk of the Board; Jennifer
Cabral; Pongsakdi Cady; Al Garcia; Tina Knapp; Kathy Millea; Jeff Mohr; Tyler Ramirez;
Jim Spears; Paula Zeller.
11/15/2017 Minutes of Board Meeting Page 2 of 9
OTHERS PRESENT: Brad Hogin (General Counsel); Alternate Director Bob Ooten
(CMSD); and Dan Bunce, Black & Veatch
PUBLIC COMMENTS:
No public comments were provided.
SPECIAL PRESENTATIONS:
None.
REPORTS:
Mr. Herberg stated that at tonight's Steering Committee meeting, an informational
presentation was provided regarding OCSD's proposed rate program. He further stated
that the proposed rate program will be presented to the Operations & Administration
committees in December with a request for direction to prepare and mail the Proposition
218 notifications at the December Board meeting.
Mr. Herberg requested that tonight's Board meeting be adjourned in memory of employee
Colleen Blackburn, who was an office assistant in our engineering department since
2004; and retiree Patrick a.k.a "Frenchy" Bourdy, who joined OCSD in 1988, retired in
2010, and who was a recipient of an OCSD Honor Walk brick. Both will be truly missed.
Vice-Chair Shawver announced that the State of the District is Friday, November 17 from
8 a.m. to 10 a.m. at Mile Square Golf Course Clubhouse in Fountain Valley and stated
that over 110 guests have registered including: Senator Josh Newman and staff from
many State and Local dignitaries.
Board Chair Seboum arrived at 6:06 p.m. and presided.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the
Regular Meeting of the Board of Directors held on October 25, 2017 as corrected.
AYES: Barnes; Collacott; Deaton; Ferryman; Kim; R. Murphy;
Peterson (Alternate); Sebourn; Shaw; Shawver; F. Smith;
T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: Nagel
ABSENT: Bernstein; B. Jones (Alternate); S. Jones; Krippner; Peotter;
Parker; Steel; Tinajero; and Wagner
11/15/2017 Minutes of Board Meeting Page 3 of 9
2. PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR
CALENDAR YEAR 2018 (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the calendar of
meeting dates for the 2018 calendar year for meetings of the Board of Directors
and the following Committees: Administration, Legislative and Public Affairs,
Operations, and Steering.
AYES: Barnes; Collacott; Deaton; Ferryman; Kim; R. Murphy; Nagel;
Peterson (Alternate); Sebourn; Shaw; Shawver; F. Smith;
T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; B. Jones (Alternate); S. Jones; Krippner; Peotter;
Parker; Steel; Tinajero; and Wagner
RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the
Board Chair.
3. COMMITTEE MINUTES (Clerk of the Board)
Received and filed the approved minutes of the following committees:
A. Steering Committee Meeting of September 27, 2017
B. Operations Committee Meeting of October 4, 2017
C. Administration Committee Meeting of October 11, 2017
4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
OCTOBER 2017 (Lorenzo Tyner)
Received and filed the report of the Investment Transactions for the month of
October 2017.
Alternate Director Brooke Jones arrived at 6:07 p.m.
OPERATIONS COMMITTEE:
5. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT
(Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Capital
Improvement Program Contract Performance Report for the period ending
September 30, 2017.
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw;
Shawver, F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
11/15/2017 Minutes of Board Meeting Page 4 of 9
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
6. NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72
(Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO: Approve a Cooperative
Agreement between the Orange County Sanitation District and the City of Anaheim
for paving, landscaping, and sewer improvements on State College Boulevard
along portions of the Newhope-Placentia Trunk Replacement, Segment B, Project
No. 2-72B, for an estimated amount of $802,000 to be reimbursed by the City of
Anaheim.
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw;
Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
7. DIGESTER GAS FACILITIES REHABILITATION, PROJECT NO. J-124
(Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Professional Design Services Agreement with Brown and
Caldwell to provide engineering design services for the Digester Gas
Facilities Rehabilitation, Project No. J-124, for an amount not to exceed
$11,770,000; and
B. Approve a contingency of$1,177,000 (10%).
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw,
Shawver, F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
8. SOLE SOURCE PURCHASE OF A TEFC MOTOR CLOSE COUPLED PUMP #2
FOR STEVE ANDERSON LIFT STATION (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc. for
the purchase of a Totally Enclosed Fan Cooled (TEFC) Motor Close
11/15/2017 Minutes of Board Meeting Page 5 of 9
Coupled Pump from Hidrostal for$211,260, delivered, plus applicable sales
tax, for the Steve Anderson Lift Station; and
B. Approve a contingency for Flo-Systems, Inc. of$21,126 (10%).
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw;
Shawver, F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
9. LUBRICATION PROGRAM ASSESSMENT (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Purchase Order Contract with Noria Corporation for Lubrication
Program Assessment, Spec No. CS-2017-821, for an amount not to exceed
$189,584; and
B. Approve a contingency of$37,917 (20%).
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw;
Shawver; F. Smith; T. Smith; Wanks; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
ADMINISTRATION COMMITTEE:
10. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE
PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Receive and file District purchases made under the General Manager's
authority and additions to the pre-approved OEM Sole Source List for the
period of July 1, 2017 to September 30, 2017; and
B. Approve the following ADDITIONS TO PRE-APPROVED Original
Equipment Manufacturer (OEM) SOLE SOURCE LIST:
• GRAHAM CORPORATION — Liquid Ring Pump
• HOWDENROOTS—Aeration Blowers Service
(Replaces OEM manufacturer SIEMENS DEMAG DELAVAL
TURBOMACHINERY INC. — Name change)
11/15/2017 Minutes of Board Meeting Page 6 of 9
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw,
Shawver, F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
11. CONSOLIDATED FINANCIAL REPORT FOR FIRST QUARTER ENDED
SEPTEMBER 30, 2017 (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange
County Sanitation District First Quarter Financial Report for the period ended
September 30, 2017.
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw;
Shawver, F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
12. ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL
FINANCIAL REPORT FOR THE YEAR END JUNE 30, 2017
(Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange
County Sanitation District's Comprehensive Annual Financial Report for the year
ended June 30, 2017, prepared by staff and audited by Macias, Gini & O'Connell,
LLP (MGO), Certified Public Accountants, along with the following reports
prepared by MGO:
A. Report to the Board of Directors; and
B. Independent Accountants' Report on Agreed-Upon Procedures Applied to
Appropriations Limit Worksheets.
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw;
Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
11/15/2017 Minutes of Board Meeting Page 7 of 9
LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE:
None.
STEERING COMMITTEE:
13. REIMBURSEMENT AGREEMENT WITH ORANGE COUNTY FLOOD
CONTROL DISTRICT FOR LANE CHANNEL PROJECT, PROJECT
NO. FE16-11
(Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO: Approve a Reimbursement
Agreement with the Orange County Flood Control District for the protection of the
Von Karman Trunk Sewer in the City of Irvine, for an amount not to exceed
$414,167.
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw,
Shawver, F. Smith; T. Smith; Wanks; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
14. STRATEGIC PLAN UPDATE (Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the 2017 Strategic
Plan Update.
AYES: Barnes; Collacott; Deaton; Ferryman; B. Jones (Alternate);
Kim; R. Murphy; Nagel; Peterson (Alternate); Sebourn; Shaw;
Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; S. Jones; Krippner; Peotter; Parker; Steel; Tinajero;
and Wagner
NON-CONSENT:
None.
AB 1234 REPORTS:
Director Ferryman provided information regarding his recent attendance at meetings of
Orange County Council of Governments (OCCOG), Borders Committee, and Santa Ana
River Flood Protection Agency (SARFPA.)
11/15/2017 Minutes of Board Meeting Page 8 of 9
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS 54956.8 & 54956.9(d)(1):
The Board convened in closed session at 6:12 p.m. to discuss one item. Item No. CS-2
was not heard. Confidential minutes of the Closed Session have been prepared in
accordance with the above Government Code Sections and are maintained by the Clerk
of the Board in the Official Book of Confidential Minutes of Board and Committee Closed
Session Meetings.
Director Nagel recused himself and left the room during the Closed Session.
Directors Brooke Jones and John Withers departed the meeting at 6:13 p.m.
RECONVENED IN REGULAR SESSION:
The Board reconvened in regular session at 6:20 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Brad Hogin did not provide a report.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
None.
ADJOURNMENT:
At 6:23 p.m., Chair Sebourn adjourned the meeting until the Regular Meeting of the Board
of Directors to be held on December 20, 2017 at 6:00 p.m. in memory of Colleen
Blackburn and Patrick Bourdy.
Submitted by:
Kelly A. Lore
Clerk of the Board
11/15/2017 Minutes of Board Meeting Page 9 of 9
ITEM NO. 3
MINUTES OF THE
STEERING COMMITTEE
Orange County Sanitation District
Wednesday, October 25, 2017 at 5:00 p.m.
A regular meeting of the Steering Committee of the Orange County Sanitation
District was called to order by Chair Sebourn on Wednesday, October 25, 2017 at
5:01 p.m. in the Administration Building of the Orange County Sanitation District.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Greg Sebourn, Board Chair Jim Herberg, General Manager
David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager
Chad Wanke, Administration Committee Celia Chandler, Director of Human
Chair Resources
Tim Shaw, Member-At-Large Jim Colston, Director of Environmental
Services
COMMITTEE MEMBERS ABSENT: Rob Thompson, Director of Engineering
John Withers, Operations Committee Ed Torres, Director of Operations &
Chair Maintenance
Ellery Deaton, Member-At-Large Lorenzo Tyner, Director of Finance &
Donald Wagner, Member-At-Large Administrative Services
Kelly Lore, Clerk of the Board
Jennifer Cabral
Mike Dorman
AI Garcia
Tina Knapp
Mark Manzo
Kathy Millea
Jeff Mohr
Tiffany Nguyen
Ddaze Phuong
Jim Spears
OTHERS PRESENT:
Brad Hogin, General Counsel
Gina Ayala, Orange County Water
District
Patrick Sheilds, IRWD
James Finete, Savage Firsts
PUBLIC COMMENTS:
No public comments were provided.
10/25/2017 Steering Committee Minutes Page 1 of 4
REPORTS:
Chair Sebourn notified the Committee that OCSD has been nominated for OCBC's
7th Annual Turning Red Tape into Red Carpet Award for their Sustainable and Green
Development Program. As he and the Vice-Chair are both unable to attend, he
extended an invitation to the Steering and Legislative & Public Affairs Committees to
attend on behalf of the District.
Chair Sebourn reminded the committee that OCSD will be presenting certificates and
awards to the winners of the Safety Poster Contest at tonight's Board Meeting.
General Manager Jim Herberg did not provide a report.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
Regular Meeting of the Steering Committee held on September 27, 2017.
AYES: Sebourn; Shawver; and Wanke
NOES: None
ABSTENTIONS: Shaw
ABSENT: Deaton Wagner and Withers
NON-CONSENT:
2. 10TH ANNIVERSARY OF THE GROUNDWATER REPLENISHMENT
SYSTEM
(Bob Ghirelli)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board
of Directors to:
A. Approve hosting a GWRS 10"' anniversary event in Winter 2018 in
cooperation with the Orange County Water District; and
B. Approve an additional $20,000,that will be split between Orange County
Water District and the Orange County Sanitation District, in the GWRS
outreach budget to host a GWRS 1011 anniversary event.
AYES: Sebourn; Shaw; Shawver; and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Deaton Wagner and Withers
General Counsel Brad Hogin left the meeting during the discussion and vote of Item
No. 3 due to a conflict of interest.
10/25/20117 Steering Committee Minutes Page 2 of 4
3. RATIFY A THREE-PARTY AGREEMENT TO RELOCATE THE FRUIT
STREET TRUNK SEWER TO ACCOMMODATE THE OC STREETCAR
(Rob Thompson)
Director of Engineering Rob Thompson provided an overview of the item.
Mr. Herberg and Chair Sebourn responded to questions regarding the terms
and conditions of the agreement.
MOVED. SECONDED. AND DULY CARRIED TO: Recommend to the Board
of Directors to:
A. Ratify the Three-Party Agreement (Letter of Intent) between the City of
Santa Ana, the Orange County Transportation Authority, and the
Orange County Sanitation District which allows for the Orange County
Transportation Authority to relocate the existing Fruit Street Trunk
Sewer and maintains the existing Agreement with the City of Santa Ana
to make new local/lateral connections in exchange for maintaining and
cleaning the sewer; and
B. Request a legal opinion, if needed, from the Attorney General's Office,
AYES: Sebourn; Shaw; Shawver; and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Deaton Wagner and Withers
Chair Sebourn stated that the General Manager has requested that Item No. 4 be
pulled from consideration as OCTA has informed him that there is a possible
alternative design that is being considered for the 1-405 freeway flyover and, therefore,
OCSD anticipates that additional legal services will no longer be required. Hearing
no objections, the item was pulled from consideration. ��yy � � pp
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INFORMATION ITEMS:
None.
CLOSED SESSION:
10/25/2017 Steering Committee Minutes Page 3 of 4
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS 54956.9(d)(1):
The Committee convened in closed session at 5:26 p.m. to discuss one item. Closed
Session Item No. CS-1 was not heard. Confidential minutes of the Closed Session
have been prepared in accordance with the above Government Code Section and are
maintained by the Clerk of the Board in the Official Book of Confidential Minutes of
Board and Committee Closed Session Meetings.
RECONVENED IN REGULAR SESSION:
The Committee reconvened in regular session at 5:37 p.m.
CONSIDERATION OF ACTION, IF ANY ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Brad Hogin did not provide a report.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
ADJOURNMENT:
Chair Sebourn declared the meeting adjourned at 5:27 p.m. to the next Steering
Committee meeting to be held on Wednesday, November 15, 2017 at 5:00 p.m.
Subm
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1 0/2 512 01 7 steering cmanittee Minutes Page 4 d4
MINUTES OF THE
OPERATIONS COMMITTEE
Orange County Sanitation District
Wednesday, November 1, 2017, 5:00 p.m.
A regular meeting of the Operations Committee was called to order by Board Chair
Sebourn on Wednesday, November 1, 2017 at 5:00 p.m. in the Administration Building.
Board Chair Sebourn led the Flag Salute.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Denise Barnes Jim Herberg, General Manager
Allan Bernstein Celia Chandler, Director of Human Resources
Robert Collacott Jim Colston, Director of Environmental Services
Brooke Jones (Alternate) Rob Thompson, Director of Engineering
Steve Jones Ed Torres, Director of Operations & Maintenance
Sandra Massa-Lavitt (Alternate) Lorenzo Tyner, Director of Finance &
Richard Murphy Administrative Services
Tim Shaw Tina Knapp, Deputy Clerk of the Board
Fred Smith Cindi Ambrose
Mariellen Yarc Jennifer Cabral
Greg Sebourn, Board Chair Dean Fisher
David Shawver, Board Vice-Chair Alfredo Garcia
Kathy Millea
COMMITTEE MEMBERS ABSENT: Jeff Mohr
John Withers, Chair Man Nguyen
Michelle Steel Ddaze Phuong
Victoria Pilko
Tyler Ramirez
Jim Spears
Eros Yong
OTHERS PRESENT:
Brad Hogin, General Counsel
Bob Ooten, Alternate Director (CMSD)
Dan Bunce, Brown and Caldwell
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Board Chair Sebourn did not provide a report.
1110112017 Operations Committee Minutes Pagel of 6
REPORT OF GENERAL MANAGER:
General Manager Jim Herberg did not provide a report. The video regarding the OCSD
Capital Improvement Program (CIP) was not shown.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED, and DULY CARRIED TO: Approve Minutes of the
October 4, 2017 Operations Committee Meeting.
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Murphy, Sebourn, Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Massa-Lavitt (Alternate), Shaw, Steel, Withers
2. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres)
MOVED. SECONDED, and DULY CARRIED TO: Receive and file the Fiscal Year
2017/18 First Quarter Odor Complaint Summary.
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Murphy, Sebourn, Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Massa-Lavitt (Alternate), Shaw, Steel, Withers
3. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT
(Rob Thompson)
MOVED SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file the Capital Improvement Program Contract
Performance Report for the period ending September 30, 2017.
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Murphy, Sebourn, Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Massa-Lavitt (Alternate), Shaw, Steel and Withers
11/01/2017 Operations Committee Minutes Page 2 of 6
4. RECTANGULAR PRIMARY CLARIFIER RELIABILITY STUDY
AT PLANT NO. 1, PROJECT NO. PS 16.04 (Rob Thompson)
MOVED SECONDED. and DULY CARRIED TO:
A. Approve a Task Order with RMC Water and Environment, FE15-00-06, to
provide engineering design services for the Rectangular Primary Clarifier
Reliability Study at Plant No. 1, Project No. PS 16-04, for an amount not to
exceed $156,518; and
B. Approve a contingency in the amount of$16,000 (10.2%).
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Murphy, Sebourn, Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Massa-Lavitt (Alternate), Shaw, Steel and Withers
5. NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72
(Rob Thompson)
MOVED SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to: Approve a Cooperative Agreement between the Orange County
Sanitation District and the City of Anaheim for paving, landscaping, and sewer
improvements on State College Boulevard along portions of the
Newhope-Placentia Trunk Replacement, Segment B, Project No. 2-7213, for an
estimated amount of$802,000 to be reimbursed by the City of Anaheim.
AYES: Barnes, Bernstein, Collacott, B. Jones(Alternate), S. Jones,
Murphy, Sebourn, Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Massa-Lavitt (Alternate), Shaw, Steel and Withers
5. SLATER PUMP STATION VALVE REPLACEMENTS, PROJECT NO. FE16-14
(Rob Thompson)
MOVED SECONDED. and DULY CARRIED TO:
A. Delegate authority to the General Manager to approve Task Order FE15-
00-01-03 with Dudek to provide engineering design services for the Slater
Pump Station Valve Replacements, Project No. FE16-14,for an amount not
to exceed $175,500; and
B. Approve a contingency in the amount of$24,500 (14%).
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Murphy, Sebourn, Shawver, F. Smith and Yarc
11M1M1] operations Committee Minutes Page 3&6
NOES: None
ABSTENTIONS: None
ABSENT: Massa-Lavitt (Alternate), Shaw, Steel and Withers
Director Shaw arrived at 5:02 p.m.
Alternate Director Massa-Lavitt arrived at 5:05 p.m.
NON-CONSENT CALENDAR:
7. DIGESTER GAS FACILITIES REHABILITATION, PROJECT NO. J-124
(Rob Thompson)
Engineering Manager Jeff Mohr provided a PowerPoint presentation that gave an
overview of the project objectives, consultant selection, negotiation approach, and
summary of major negotiated changes.
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Design Services Agreement with Brown and
Caldwell to provide engineering design services for the Digester Gas
Facilities Rehabilitation, Project No. J-124, for an amount not to exceed
$11,770,000; and
B. Approve a contingency of$1,177,000 (10%).
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Massa-Lavitt (Alternate), Murphy, Sebourn, Shaw,
Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Steel and Withers
a. SOLE SOURCE PURCHASE OF A TEFC MOTOR CLOSE COUPLED PUMP #2
FOR STEVE ANDERSON LIFT STATION (Ed Torres)
Director of Operations & Maintenance Ed Torres provided background information
relative to this item.
MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc. for
the purchase of a Totally Enclosed Fan Cooled (TEFC) Motor Close
Coupled Pump from Hidrostal for$211,260, delivered, plus applicable sales
tax, for the Steve Anderson Lift Station; and
B. Approve a contingency for Flo-Systems, Inc. of$21,126 (10%).
11/01/2017 Operations Committee Minutes Page 4 of 6
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Massa-Lavitt (Alternate), Murphy, Sebourn, Shaw,
Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Steel and Withers
Director Shaw left the Board Room at 5:07 p.m.
9. LUBRICATION PROGRAM ASSESSMENT (Ed Torres)
Mr. Torres provided background information relative to this item.
MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Purchase Order Contract with Noria Corporation for Lubrication
Program Assessment, Spec No. CS-2017-821, for an amount not to exceed
$189,584; and
B. Approve a contingency of$37,917 (20%).
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Massa-Lavitt (Alternate), Murphy, Sebourn, Shawver,
F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Shaw, Steel and Withers
Director Shaw returned to the Board Room at 5:08 p.m.
10. PLANT NO. 1 CONTROL CENTER UPS REPLACEMENT, PROJECT
NO. MP-234
(Ed Torres)
MOVED, SECONDED, and DULY CARRIED TO:
A. Approve a Purchase Order contract for the purchase and installation of an
uninterruptible power supply (UPS) system for the Plant No. 1 Control
Center using the U.S. Communities Master Agreement No. MA-IS-
1340234-4 to Graybar Electric, for an amount not to exceed $104,704; and
B. Approve a contingency of$20,941 (20%).
AYES: Barnes, Bernstein, Collacott, B. Jones (Alternate), S. Jones,
Massa-Lavitt (Alternate), Murphy, Sebourn, Shaw,
Shawver, F. Smith and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Steel and Withers
11/01/2017 Operations Committee Minutes Page 5 of 6
INFORMATION ITEMS:
None.
DEPARTMENT HEAD REPORTS:
Mr. Torres reported that, over the last two years, multiple agencies (including OCSD)
have received calls regarding coastal odors from the Long Beach, Seal Beach, and
Huntington Beach areas. Reports that are received that may potentially involve OCSD
are investigated; however, there seem to be ongoing Issues in certain areas that are
unrelated to OCSD Mr. Torres indicated that OCSD has joined a multi-agency taskforce
that is researching these odor issues. This month, the City of Huntington Beach City
Council created an Ad Hoc Committee to research these odor complaints and OCSD will
cooperate with this committee. Mr. Torres confirmed OCSD's continued commitment to
researching this issue. Board Chair Sebourn recommended that OCSD continue to be
engaged and involved in researching this matter.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
None,
ADJOURNMENT
Board Chair Sebourn declared the meeting adjourned at 5:16 p.m. to the next scheduled
meeting of Wednesday, December 6, 2017 at 5:00 p.m.
Submitted by,
Tina Knapp, CMC
Deputy Clerk of the Board
11/012017 Operations Committee Minutes Page 6 of 6
MINUTES OF THE
ADMINISTRATION COMMITTEE
Orange County Sanitation District
Wednesday, November 8, 2017 at 5:00 P.M.
A regular meeting of the Administration Committee of the Orange County Sanitation
District was railed to order by Committee Chair Wanke on November 8, 2017 at 5:02 p.m.
in the Administration Building of the Orange County Sanitation District. Director Teresa
Smith led the Flag Salute.
Committee Chair Wanks stated that Board Vice-Chair Shawver was excused from the
meeting due to a conflict.
A quorum was declared present as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Chad Wanke, Chair Jim Herberg, General Manager
Jim Ferryman Bob Ghirelli, Assistant General Manager
Peter Kim Celia Chandler, Director of Human Resources
Al Krippner Jim Colston, Director of Environmental
Steve Nagel Services
Scott Peotter Rob Thompson, Director of Engineering
Theresa Smith Ed Torres, Director of Operations &
Greg Sebourn, Board Chair Maintenance
Lorenzo Tyner, Director of Finance &
COMMITTEE MEMBERS ABSENT: Administrative Services
Donald P. Wagner, Vice-Chair Kelly Lore, Clerk of the Board
Barbara Delgleize Jennifer Cabral
Glenn Parker Al Garcia
Sal Tinajero Man Nguyen
David Shawver, Board Vice-Chair Ddaze Phuong
Tyler Ramirez
Mike White
OTHERS PRESENT:
Brad Hogin, General Counsel
Peter George, MGO
Ann Fang, MGO
PUBLIC COMMENTS:
None.
11/08/2017 Administration CammiRes Minutes Page 1 of
REPORTS:
General Manager Jim Herberg presented the CIP Video informational video that is part
of the new OCSD video library.
Committee Chair Wanke did not provide a report.
DEPARTMENT HEAD REPORTS:
Director of Finance &Administrative Services Lorenzo Tyner informed the committee that
OCSD received the Excellence in Information Technology Practices Award presented by
the Municipal Information Systems Association of California (MISAC). The OCSD IT
Division has won this award each year since 2008.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
October 11, 2017 Administration Committee Meeting.
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Sebourn, and Wanke
NOES: None
ABSTENTIONS: T. Smith
ABSENT: Delgleize, Parker, Shawver, Tinajero and Wagner
2 GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE
PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Receive and file District purchases made under the General Manager's
authority and additions to the pre-approved OEM Sole Source List for the
period of July 1, 2017 to September 30, 2017; and
B. Approve the following ADDITIONS TO PRE-APPROVED Original
Equipment Manufacturer(OEM) SOLE SOURCE LIST:
• GRAHAM CORPORATION — Liquid Ring Pump
• HOWDEN ROOTS—Aeration Blowers Service
(Replaces OEM manufacturer SIEMENS DEMAG DELAVAL
TURBOMACHINERY INC. — Name change)
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Seboum, T. Smith
and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize, Parker, Shawver, Tinajero and Wagner
11/08/2017 Administration Committee Minutes Page 2 of 4
Item pulled and heard separately.
3. CONSOLIDATED FINANCIAL REPORT FOR FIRST QUARTER ENDED
SEPTEMBER 30, 2017 (Lorenzo Tyner)
Director Peotter requested that Item No. 3 be pulled from the Consent Calendar
so that a presentation as to the comparison of investments and how they are
performing compared to the market could be done. Mr Tyner stated that an
informational item will be brought to the Administration Committee in February.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file the Orange County Sanitation District First Quarter
Financial Report for the period ended September 30, 2017.
AYES: Ferryman, Krippner, Nagel, Peotter, Sebourn, T. Smith and
Wanke
NOES: None
ABSTENTIONS: Kim
ABSENT: Delgleize, Parker, Tinajero; Shaviver, and Wagner
NON-CONSENT:
Committee Vice-Chair Wagner arrived at the meeting at 5:20 p.m.
4. ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL
FINANCIAL REPORT FOR THE YEAR END JUNE 30, 2017
(Lorenzo Tyner)
Mr. Tyner introduced Controller Mike White who in turn introduced Accounting
Supervisor Una Hsiao. Ms. Hsiao provided an informative PowerPoint
presentation which focused on financial measurements, change in net position,
cash and investments, and cost. Ms. Hsiao, Mr. White, and Mr. Tyner responded
to questions from the Committee.
Ms. Hsiao introduced Peter George, CPA from MGO Certified Public Accountants
who performed the audit of the District's financial statements. Mr. George
distributed a handout describing the objectives, responsibilities, and standards of
the audit completed. Mr. George also responded to questions from the Committee.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to: Receive and file the Orange County Sanitation District's
Comprehensive Annual Financial Report for the year ended June 30, 2017,
prepared by staff and audited by Macias, Gini & O'Connell, LLP (MGO), Certified
Public Accountants, along with the following reports prepared by MGO:
A. Report to the Board of Directors; and
B. Independent Accountants' Report on Agreed-Upon Procedures Applied to
Appropriations Limit Worksheets.
11/08/2017 Administration Committee Minutes Page 3 of 4
AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Sebourn, T. Smith
Wagner and Wanke
NOES: None
ABSTENTIONS: None
ABSENT: Delgleize, Parker, Shawver, and Tinajero
INFORMATION ITEMS:
None
CLOSED SESSION:
None
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
ADJOURNMENT:
Committee Chair Wanke declared the meeting adjourned at 6:13 p.m.to the next regularly
scheduled meeting of Wednesday, December 13, 2017 at 5:00 p.m.
Submitted by:
Kelly . L re CMC
Cler ofUe oard
11/08/2017 Administration Committee Minutes Page 4 of 4
MINUTES OF THE
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE
Orange County Sanitation District
Monday, November 13, 2017 at 12:00 p.m.
A meeting of the Legislative and Public Affairs Committee was called to order by
Chair Sebourn on Monday, November 13, 2017 at 12:03 p.m. in the Administration
Building of the Orange County Sanitation District. Director Bernstein led the pledge of
allegiance.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Greg Sebourn, Board Chair Bob Ghirelli, Assistant General Manager
David Shawver, Board Vice-Chair Jim Colston, Director of Environmental Services
Allan Bernstein, Member-At-Large Rob Thompson, Director of Engineering
Peter Kim, Member-At-Large Lorenzo Tyner, Director of Finance &
Chad Wanks, Member-At-Large Administrative Services
John Withers, Member-At-Large Tina Knapp, Deputy Clerk of the Board
Jennifer Cabral
COMMITTEE MEMBERS ABSENT: Tanya Chong
Donald P. Wagner, Member-At-Large Daisy Covarrubias
Alfredo Garcia
Rebecca Long
Kelly Newell
Man Nguyen
Tyler Ramirez
OTHERS PRESENT:
Brad Hogin, General Counsel
Eric O'Donnell, Townsend Public Affairs
Cori Williams, Townsend Public Affairs
David French, ENS Resources (via
teleconference)
Adam Link, California Association of Sanitation
Agencies (CASA)
PUBLIC COMMENTS:
None.
REPORT OF COMMITTEE CHAIR:
Chair Sebourn did not provide a report.
11113/2017 Legislative and Public Affairs Committee Minutes Page 1 of 4
REPORT OF GENERAL MANAGER:
Assistant General Manager Bob Ghirelli reminded the Committee that the Board of
Directors and Steering Committee meetings are a week early this month, on Wednesday,
November 15. He also reminded the Committee of the State of the District event being
held on Friday, November 17 at Mile Square Park in Fountain Valley.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED and DULY CARRIED TO: Approve minutes for the
Committee meeting held on October 9, 2017.
AYES: Bernstein, Kim, Seboum, Shawver, Wanke, and
Withers
NOES: None
ABSTENTIONS: None
ABSENT: Wagner
NON-CONSENT CALENDAR:
None.
INFORMATION ITEMS:
2. CALIFORNIA ASSOCIATION OF SANITATION AGENCIES (CASA)
PRESENTATION (Jim Colston)
Jim Colston, Director of Environmental Services, introduced Adam Link, Director of
Government Affairs from the California Association of Sanitation Agencies (CASA).
Mr. Colston indicated that staff actively participates in CASA in many capacities
and on various committees. Mr. Link provided a PowerPoint presentation that
reviewed the 2017 legislative year and specific legislation, highlighted upcoming
goals for 2018, and provided upcoming meeting and event dates. In response to a
question from the Committee, Mr. Link indicated that participation in CASA
committees is typically staff oriented due to the technical nature of the matters
handled; however, Board Members are always welcome and the conference is a
good way to sample what the committees do.
Chair Seboum reordered Item No. 3 to follow Item No. 5.
3. CONSTRUCTION COMMUNITY OUTREACH PROGRAM UPDATE
(Jennifer Cabral)
4. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long)
Rebecca Long, Senior Public Affairs Specialist, introduced David French, ENS
Resources, who provided a general update on current tax reform, specifically
reporting on the status of municipal bonds. Mr. French also provided an update on
11/13/2017 Legislative au1 Pubic Affairs Committee Minutes Page 2 of 4
the infrastructure policy proposal and changes made to Water Infrastructure
Finance and Innovation Act (WIFIA) and the potential that this program be
transitioned from a pilot program to permanent program.
Ms. Long indicated that 104 individuals have registered for the State of the District
event and that the Legislative Plan will be presented to the Committee next month
and will include the proposed legislative concepts. Ms. Long indicated that staff will
provide the attendance list to the Committee following today's meeting.
Eric O'Donnell, Townsend Public Affairs (TPA), provided a PowerPoint
presentation pertaining to this item that included a recap of the 2017 legislative
session and a recap on major topics of interest (potable reuse, hydrolysis, public
records, and parks bond). The presentation also included a preview of the
upcoming 2018 legislative session and what might be expected (long term water
conservation regulations, tax on water, medical waste, and leadership in the
Senate). The presentation also provided information on tours to various legislators.
Cori Williams, TPA, continued the presentation, providing an update on the OCSD
legislative concepts, as determined by the Committee at the October meeting, that
might be developed into proposed legislation:
• Legislative Concept 1: Amend Public Contracting Code for Sanitation District
to increase the threshold for contracting and/or bidding / Proposed Date to
Introduce Legislation: January 2019
• Legislative Concept 2: Amend Public Contracting Code for Sanitation Districts
to modify the bid advertising requirement to post construction bid notices in a
newspaper/ Proposed Date to Introduce Legislation: January 2019
The Committee indicated that Proposition 218 noticing does not need to dictate
the timing of introducing this legislation and requested that staff change the
introduction to January 2018, even if initially draft language.
• Legislative Concept 3: Design Build Authorization for future OCSD
Administration Buildings / Proposed Date to Introduce Legislation: to be
determined based on construction timing. The Committee provided a
suggestion to monitor this topic to determine the timing of introducing this
legislation.
5. PUBLIC AFFAIRS UPDATE (Jennifer Cabral)
This item was not discussed.
Chair Seboum reordered Item No. 3 to follow Item No. 5.
3. CONSTRUCTION COMMUNITY OUTREACH PROGRAM UPDATE
(Jennifer Cabral)
Public Affairs Supervisor Jennifer Cabral introduced Senior Staff Analysts Tanya
Chong and Daisy Covarrubias, who provided a PowerPoint presentation that
1111312017 Legislative and Public Affairs Committee Minutes Page 3 of 4
included an overview of the construction community outreach program, ways in
which outreach is made, and examples of recent construction and the outreach
done. Staff indicated that construction outreach is coordinated with odor
concerns/incidents.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS.
IF ANY:
Chair Sebourn reminded the Committee that this month's Steering Committee and Board
of Directors meetings are this Wednesday, November 15. It was mentioned that these
meetings conflict with an Association of California Cities-Orange County meeting and
event.
ADJOURNMENT:
Chair Sebourn declared the meeting adjourned at 1:22 p.m. to the next Legislative and
Public Affairs Committee meeting, Monday, December 11, 2017 at 12:00 p.m.
Submitted by:
T vv-#Jr-,-, rTp-
Tina Knapp, CMC
Clerk of the Board
11/132017 Legislative and Public Again Committee Minutes Page 4 of
BOARD OF DIRECTORS Meeting Date TOBd.ofDlr.
zfzofv
AGENDA REPORT IternNamber IemNumber
a
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
NOVEMBER 2017
GENERAL MANAGER'S RECOMMENDATION
Receive and file the report of the Investment Transactions for the month of November
2017.
BACKGROUND
The CA Government Code requires that a monthly report of investment transactions be
provided to the legislative body. Attached is the monthly report of investment transactions
for the month ended November 30, 2017.
RELEVANT STANDARDS
• CA Government Code Section 53607
PRIOR COMMITTEE/BOARD ACTIONS
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website
(mm w.ocsd.coml with the complete agenda package:
• Report of the Investment Transactions for the month ended November 30, 2017
Page 1 of 1
U.S. Bank
Transaction History
11/01/2017 Thru 11/30/2017
Post Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss
ACQUISITIONS
11/01/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 28,525.0000 1.000000 -28,525.00 28,525.00 0.00
11/02/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 3,524.3000 1.000000 -3,524.30 3,524.30 0.00
11/0212017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,939.9000 1.000000 -1,939.90 1,939.90 0.00
11/06/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 292,123.6300 1.000000 -292,123.63 292,123.63 0.00
11/07/2017 00440EAUl PURCHASED PAR VALUE OF ACE INA HOLDINGS 1,419,000.0000 1.016630 -1,442,597.97 1,442,597.97 0.00
2.875% 11/03/22/W ELLS FARGO SECURITIES,U C/1,419,000 PAR VALUE AT 101.663
11/07/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 417.4800 1.000000 -417.48 417.48 0.00
11/08/2017 06538CCD1 PURCHASED PAR VALUE OF BANK OF TOKYO MITSUBIS C P 1,000.000.0000 0.994965 -994,965.28 994,965.28 0.00
3113/18/MUFG UNION SK NA/MMI/PIMS/IPA11,000,000 PAR VALUE AT 99.496528%
11/08/2017 06538CCD1 PURCHASED PAR VALUE OF BANK OF TOKYO MITSUBIS C P 6,665,000.0000 0.994965 -6,631,443.58 6,631,443.58 0.00
3/13/18/MUFG UNION BK NAIMMI/PIMS/IPA16,665,000 PAR VALUE AT 99.49652783%
11/08/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 250,034.7200 1.000000 -250,034.72 250,034.72 0.00
11/08/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 8,556.4200 1.000000 -8,556.42 8,556.42 0.00
11/09/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,006,720.0000 1.000000 -1,006,720.00 1,006,720.00 0.00
11/09/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 15,800,000.0000 1.000000 -15,800,000.00 15,800,000.00 0.00
11/10/2017 313385QS8 PURCHASED PAR VALUE OF F H L B DISC NTS 5,000,000.0000 0.998863 -4,994,312.50 4,994,312.50 0.00
12/19/17/BONY/rORONTO DOMINION SECURITI/5,000,000 PAR VALUE AT 99.88625%
11/10/2017 89233HAW4 PURCHASED PAR VALUE OF TOYOTA MOTOR CREDIT CO C P 1,300.000.0000 0.997075 -1,296.197.50 1,296,197.50 0.00
1130118/DBTC AMERICAS/COMMERCIAL PAPER/1,300,000 PAR VALUE AT 99.7075%
11/10/2017 91282BP20 PURCHASED PAR VALUE OF U S TREASURY NT 10.000.000.0000 0.998945 -9,989.453.13 9,989,453.13 0.00
0.750%11311181BMO CAPITAL MARKETS CORP/BONDS/10,000,000 PAR VALUE AT
99.8945313%
11/10/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,001,598.3300 1.000000 -1,001,598.33 1,001,598.33 0.00
11/13/2017 00440EAUl PURCHASED PAR VALUE OF ACE INA HOLDINGS 1,620,000.0000 1.016120 -1,646,114.40 1,646,114.40 0.00
2.875%11/03/22/J.P.MORGAN SECURITIES LLC/1,620,000 PAR VALUE AT 101.612%
11/13/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 5,000.000.0000 1.000000 5,000.000.00 5,000,000.00 0.00
11/13/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 28.771.8000 1.000000 -28.771.80 28,771.80 0.00
11/14/2017 313385QC3 PURCHASED PAR VALUE OF F H L B DISC NTS 3,500.000.0000 0.999393 -3,497.876.67 3,497,876.67 0.00
12105/17/NOMURA SECURITIES INTERNATIONA/3,500,000 PAR VALUE AT
99.93933343%
11/15/2017 3137EADP1 PURCHASED PAR VALUE OF F H L M C 500,000,0000 0,998630 499,315.00 499,315.00 0.00
0.875%3/07/18 IMORGAN STANLEY 8 CO.LLC/500,000 PAR VALUE AT 99.863%
11/15/2017 912828P20 PURCHASED PAR VALUE OF U S TREASURY NT 3,000.000.0000 0.998945 -2,996,835.94 2,996,835.94 0.00
0.750%1131/18 ANELLS FARGO SECURITIES,LLC/3,000,000 PAR VALUE AT
11/15/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 705,807.7900 1.000000 -705,807.79 705,807.79 0.00
1 of 8
U.S. Bank
Transaction History
11/01/2017 Thru 11/30/2017
PostDate
11/15/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 2,246,808.7700 1.000000 -2,246,808.77 2,246,808.77 0.00
11/16/2017 00440EAUl PURCHASED PAR VALUE OF ACE INA HOLDINGS 1,130,000.0000 1.012160 -1,143,740.80 1,143,740.80 0.00
2.875% 11/03/22/US BANCORP INVESTMENTS INC./1,130,000 PAR VALUE AT 101.216
11/17/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 5,128.125.0000 1.000000 5,128.125.00 5,128,125.00 0.00
11/20/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 60.633.6000 1.000000 -60.633.60 60,633.60 0.00
11/20/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1.262.5400 1.000000 -1.262.54 1,262.54 0.00
11/21/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 161.322.2500 1.000000 -161.322.25 161,322.25 0.00
11/27/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 2,000.000.0000 1.000000 -2,000.000.00 2,000,000.00 0.00
11/27/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 52.703.2100 1.000000 -52.703.21 52,703.21 0.00
11/28/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 3.188.2500 1.000000 -3.188.25 3,188.25 0.00
11/29/2017 313385SM9 PURCHASED PAR VALUE OF F H L B DISC NTS 2,000.000.0000 0.997830 -1,995.660.00 1,995,660.00 0.00
1131/18/MORGAN STANLEV 8 CO.LLC/2,000,000 PAR VALUE AT 99.783%
11/29/2017 3137EAEK1 PURCHASED PAR VALUE OF F H L M C M T N 1,500.000.0000 0.998890 -1,498.335.00 1,498,335.00 0.00
1.875%11/17120/BMO CAPITAL MARKETS CORPBONDS/1,500,000 PAR VALUE AT
11/30/2017 4581XOCZ9 PURCHASED PAR VALUE OF INTER AMER DEV BK 1,500,000.0000 0,980670 -1,471,005.00 1,471,005.00 0.00
1.750%9/14/22 IRBC CAPITAL MARKETS,LLC/1,500,000 PAR VALUE AT 98.067%
11/30/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 10,000,000.0000 1.000000 -10,000,000.00 10,000,000.00 0.00
11/30/2017 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 10,000,000.0000 1,000000 -10,000,000.00 10,000,00000 0.00
TOTAL ACQUISITIONS 93,916,062.9900 -93,879,915.76 91,115,822.20 0.00
DISPOSITIONS
11/10/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -16,300,751.1700 1.000000 16,300,751.17 -16,300,751,17 0.00
11/14/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -3,497,876.6700 1.000000 3,497,876.67 -3,497,876.67 0.00
11/15/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -3,003,378.0600 1.000000 3,003,378.06 -3,003,378.06 0.00
11/15/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z 500,141.3900 1.000000 500,141.39 -500,141.39 0.00
11/29/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,995,660.0000 1.000000 1,995,660.00 -1,995,660.00 0.00
11/07/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,443,051.2600 1.000000 1,443,051.26 -1,443,051.26 0.00
11/13/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,647,408.1500 1.000000 1,647,408.15 -1,647,408.15 0.00
11/16/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,117,727.2500 1.000000 1,117,727.25 -1,117,727.25 0.00
11/29/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,499,428.7500 1.000000 1,499,428.75 -1,499,428.75 0.00
11/30/2017 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,265,296.6700 1.000000 1,265,296.67 -1,265,296.67 0.00
11/10/2017 3137EADN6 SOLD PAR VALUE OF F H L M C M T N 0.750% 1/12I18/RBC CAPITAL MARKETS, -1,000,000.0000 0.999140 999,140.00 -993,500.00 5,640.00
LLC/1,000,000 PAR VALUE AT 99.914%
11/15/2017 31348SWZ3 PAID DOWN PAR VALUE OF F H L M C#786064 -16.4500 0.000000 16.45 -1605 0.40
2.762%1/01128 OCTOBER FHLMC DUE 11/15/17
2 of
U.S. Bank
Transaction History
11/01/2017 Thru 11/30/2017
PostDate CUSIPId Explanation Units Price Net Cash Amt Cost Gain/Loss
11/15/2017 3133TCE95 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 3.228% 8/15/32 -1,261.8000 0.000000 1,261.80 -1,263.12 -1.32
11/27/2017 31394JY35 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 6.500% 9/25143 -12,143.1400 7.916535 12,143.14 -13,752.11 -1,608.97
11/27/2017 31371 NUC7 PAID DOWN PAR VALUE OF F N M A#257179 -187.7000 0.000000 187.70 -198.51 -10.81
4.500%4101/28 OCTOBER FNMADUE 11/25/17
11/27/2017 31376KT22 PAID DOWN PAR VALUE OF F N M A#357969 -4,352.7600 0.000000 4,352.76 -4,679.22 -326.46
5.000%9101/35 OCTOBER FNMADUE 11/25/17
11/27/2017 31381PDA3 PAID DOWN PAR VALUE OFF N M A#466397 -636.9800 0.000000 636.98 -623.20 13.78
3.5133%11/01/20 OCTOBER FNMADUE 11/25/17
11/27/2017 31403DJZ3 PAID DOWN PAR VALUE OF F N M A#745580 -2,768.1500 0.000000 2.768.15 -2,975.76 -207.61
5.000%6101/36 OCTOBER FNMADUE 11/25/17
11/27/2017 31403GXF4 PAID DOWN PAR VALUE OF F N M A#748678 -16,9400 0,000000 16.94 -18.21 -1.27
5.000%10/01/33 OCTOBER FNMA DUE 11/25/17
11/27/2017 31406POV8 PAID DOWN PAR VALUE OF F N M A#815971 -9,810.8500 0.000000 9,810.85 -10,546.66 -735.81
5.000%3/01/35 OCTOBER FNMA DUE 11/25/17
11/27/2017 31406XWT5 PAID DOWN PAR VALUE OF F N M A#823358 A83.0000 0.000000 483.00 -479.23 3.77
3.274%2/01135 OCTOBER FNMADUE 11/25/17
11/27/2017 31407BXH7 PAID DOWN PAR VALUE OF F N M A#826080 -756.3600 0.000000 756.36 -813.09 .56.73
5.000%7101/35 OCTOBER FNMADUE 11/25/17
11/27/2017 31410F4V4 PAID DOWN PAR VALUE OF F N M A#888336 4,481,4100 0,000000 4,481.41 4,817.52 -336.11
5.000%7/01/36 OCTOBER FNMA DUE 11/25/17
11/27/2017 3138EG6F6 PAID DOWN PAR VALUE OF F N M A#AL0869 -339.7700 0.000000 339.77 -359.34 -19.57
4.500%6/01/29 OCTOBER FNMADUE 11/25/17
11/27/2017 31417VAV3 PAID DOWN PAR VALUE OF F N M A#MA0022 -733.3900 0.000000 733.39 -775.63 -42.24
4.500%4101129 OCTOBER FNMADUE 11/25/17
11/27/2017 31397QREO PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.113% 2/25/41 -5.436.5800 54.110435 5.436.58 -5,434.88 1.70
11/20/2017 36225CAZ9 PAID DOWN PAR VALUE OF G N M A 11#080023 -191.6000 0.000000 191.60 -194.77 .3.17
2.250%12/20/26 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225CC20 PAID DOWN PAR VALUE OF G N M A 11#080088 -223,7400 0,000000 223.74 -228.63 4.89
2.625% 6/20/27 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225CNM4 PAID DOWN PAR VALUE OF G N M A 1 1#080395 57.8600 0.000000 57.86 -57.34 0.52
2.625% 4/20130 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225CN28 PAID DOWN PAR VALUE OF G N M A 11#080408 -1.529.9500 0.000000 1.529.95 -1,514.41 15.54
2.625% 5120/30 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225DCB8 PAID DOWN PAR VALUE OF G N M A 11#080965 -1.942.7400 0.000000 1.942.74 -1,941.53 1.21
2.750% 7/20/34 OCTOBER GNMA DUE 11/20/17
11/16/2017 3837H4NX9 PAID DOWN PAR VALUE OF G N M A GTD REMIC 1.739% 2/16/30 -905.2700 0.000000 905.27 -905.27 0.00
11/21/2017 43814TAB8 PAID DOWN PAR VALUE OF HONDA AUTO 1,420% 7122/19 -159,446.5500 0.000000 159,446.55 -159,442.74 3.81
3 of
U.S. Bank
Transaction History
11/01/2017 Thru 11/30/2017
PostDate
11/15/2017 477877AD6 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.070%11/15/18 -175,064.170017.216204 175,064.17 •-175,14623 -82.06
11/15/2017 47786NAB4 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.090% 2/15/19 321,265.8700 0.000000 321,265.87 -321,246.27 19.60
11/15/2017 4778BMAC4 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.360% 4115/20 -35,759.8600 12.574602 35,759.86 35,754.23 5.63
11/15/2017 65476WAB1 PAID DOWN PAR VALUE OF NISSAN AUTO 1.070% 5/15/19 -154,677.8700 0.000000 154,677.87 -154,671.78 6.09
11/15/2017 654747ABO PAID DOWN PAR VALUE OF NISSAN AUTO 1.470% 1/15/20 -6,862.2200 21.876747 6,862.22 -6,862.19 0.03
11/15/2017 89236WAC2 PAID DOWN PAR VALUE OF TOYOTA AUTO 1.120% 2115/19 -165,081.0300 0.000000 165,081.03 -165,056.07 24.96
11/08/2017 06538BY80 MATURED PAR VALUE OF BANK OF TOKYO MITSUBIS C P -1,245,000.0000 1.000000 1,239,296.52 -1,239,296.52 0.00
11/08/17 1,245,000 PAR VALUE AT 100%
11/08/2017 06538BY80 MATURED PAR VALUE OF BANK OF TOKYO MITSUBIS C P -6,640.000.0000 1.000000 6,609.581.42 -6,609,581.42 0.00
11/09/2017 166764BC3 MATURED PAR VALUE OF CHEVRON CORP 1.344%11/09/17 1,000,000 PAR VALUE AT -1,000.000.0000 1.000000 1,000.000.00 -1,000,780.00 -780.00
11/13/2017 313385PEO MATURED PAR VALUE OF F H L B DISC NTS 11/1 311 7 5,000,000 PAR VALUE AT 100% 5,000.000.0000 1.000000 4,993.579.17 -4,993,579.17 0.00
11/27/2017 313385PU4 MATURED PAR VALUE OF F H L B DISC NTS 11/27/17 2,000,000 PAR VALUE AT 100% -2,000.000.0000 1.000000 1,997.393.33 -1,997,393.33 0.00
11/17/2017 3137EABA6 MATURED PAR VALUE OF F H L M C M T N 5.125%11/17/17 5.000,000 PAR VALUE AT 5,000.000.0000 1.000000 5,000.000.00 -5,113,950.00 -113.950.00
11/06/2017 62888UAAB MATURED PAR VALUE OF NCUA GUARANTEED NT 1.81397% -292.123.6300 1.000000 292.123.63 -292,122.31 1.32
11/06/17/DIRECT FROM ISSUER/11/6/17 MATURITY BASED ON ORIGINAL FACE
11/15/2017 912828G20 MATURED PAR VALUE OF U S TREASURY NT 0.875%11/15/172,000,000 PAR VALUE -2,000,000.0000 1.000000 2,000,000.00 -1,989,756.70 10,243.30
TOTAL DISPOSITIONS -57,514,277.0100 57,468,267A5 -34,768,446.91 -102,185.36
OTHER TRANSACTIONS
11/13/2017 912828WUO FED BASIS OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY 27560.00 UNITS 0.0000 0.000000 0.00 27,560.00 0.00
INCREASE TO ADJUST FOR CHANGE IN CPI
11/28/2017 912828WUO FED BASIS OF U S TREASURY I P S 0.125% 7/15124 ADJUSTED BY 28496.00 UNITS 0,0000 0,000000 0.00 28,496.00 0.00
INCREASE TO ADJUST FOR CHANGE IN CPI
11/13/2017 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 27560.00 0.0000 0.000000 0.00 0.00 0.00
UNITS INCREASE TO ADJUST FOR CHANGE IN CPI
11/28/2017 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7115124 ADJUSTED BY 28496.00 0.0000 0.000000 0.00 0.00 0.00
UNITS INCREASE TO ADJUST FOR CHANGE IN CPI
11/09/2017 CASH RECEIPT RECD FROM UNION BANK A/C XXXXXX3230 INCOMING WIRES DUE 0.0000 0.000000 15.800.000.00 0.00 0.00
Jul 16 2017 12:WIRE REC'D 1119117
1113 0/201 7 CASH RECEIPT RECD FROM UNION BANK A/C XXXXXX3230 INCOMING WIRES DUE 0,0000 0,000000 10,000,000.00 0.00 0.00
Jul 17 2017 12:WIRE REC'D 11/30/17
11/30/2017 CASH RECEIPT RECD FROM UNION BANK A/C XXXXXX3230 INCOMING WIRES DUE 0.0000 0.000000 10,000,000.00 0.00 0.00
Nov 30 2017 12:WIRE REC'D 11/30/17
11/27/2017 03215PFN4 INTEREST EARNED ON AMRESCO 0.03486% 6/25/29$1 PV ON 267.0000 0.0000 0.000000 267.00 0.00 0.00
SHARES DUE 11/25/2017$0.00003/PV ON 133.743.29 PV DUE 11/25/17
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U.S. Bank
Transaction History
11/01/2017 Thru 11/30/2017
Post Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss
11/08/2017 06538BYBO INTEREST EARNED ON BANK OF TOKYO MITSUBIS C P 11/08/17$1 PV ON 0.0000 0.000000 5,703.48 0.00 0.00
1245000.0000 SHARES DUE 1118120171,245.000 PAR VALUE AT 100%
11/08/2017 06538BY80 INTEREST EARNED ON BANK OF TOKYO MITSUBIS C P 11/08/17$1 PV ON 0.0000 0.000000 30,418.5E 0.00 0.00
6640000.0000 SHARES DUE 11/8/2017 6,640,000 PAR VALUE AT 100%
11/15/2017 084664BT7 INTEREST EARNED ON BERKSHIRE HATHAWAY 3.000% 5/15/22$1 PV ON 0.0000 0.000000 60.000.00 0.00 0.00
4000000.0000 SHARES DUE 11/1 512 01 7
11/09/2017 166764BC3 INTEREST EARNED ON CHEVRON CORP 0,0000 0,000000 6,720.00 0.00 0.00
1.344%11/09/17$1 PV ON 1000000.0000 SHARES DUE 11/9/2017
11/16/2017 166764BG4 INTEREST EARNED ON CHEVRON CORP 2.100% 5/16/21 $1 PV ON 2500000.0000 0.0000 0.000000 26,250.00 0.00 0.00
SHARES DUE 11/16/2017
11/13/2017 313385PEO INTEREST EARNED ON F H L B DISC NITS 11/13/17$1 PV ON 5000000.0000 0.0000 0.000000 6.420.83 0.00 0.00
SHARES DUE 11/13/2017 5,000,000 PAR VALUE AT 100%
11/27/2017 313385PU4 INTEREST EARNED ON F H L B DISC NITS 11/27/17$1 PV ON 2000000.0000 0.0000 0.000000 2.606.67 0.00 0.00
SHARES DUE 11/27/2017 2,000,000 PAR VALUE AT 100%
11/17/2017 3137EABA6 INTEREST EARNED ON F H L M C M T N 5.125%11/17/17$1 PV ON 5000000.0000 0.0000 0,000000 128,125.00 0.00 0.00
SHARES DUE 11/17/2017
11/15/2017 31348SWZ3 INTEREST EARNED ON F H L M C#786064 2.762% 1101/28$1 PV ON 5.1600 SHARES 0.0000 0.000000 5.16 0.00 0.00
DUE 11/15/2017 SEPTEMBER FHLMC DUE 11/15/17
11/15/2017 3133TCE95 INTEREST EARNED ON F H L M C MLTCL MTG 3.228% 8115/32$1 PV ON 75.0600 0.0000 0.000000 75.06 0.00 0.00
SHARES DUE 9/15/2017$0.00269/PV ON 27,903.55 PV DUE 9/15/17
11/28/2017 31398VJ98 INTEREST EARNED ON F H L M C MLTCL MTG 4.251% 1/25/20$1 PV ON 900000.0000 0.0000 0.000000 3.188.25 0.00 0.00
SHARES DUE 11/25/2017
11/27/2017 31394JY35 INTEREST EARNED ON F H L M C MLTCL MTG 6.500% 9125/43$1 PV ON 4854.3300 0,0000 0,000000 4,854.33 0.00 0.00
SHARES DUE 11/25/2017$0.005421PV ON 896,183.5E PV DUE 11/25/17
11/30/2017 3135GOF73 INTEREST EARNED ON F N M A 1.500%11/30/20$1 PV ON 7500000.0000 0.0000 0.000000 56,250.00 0.00 0.00
SHARES DUE 11/30/2017
11/27/2017 31371NUC7 INTEREST EARNED ON F N M A#257179 4.500% 4/01128$1 PV ON 79.6200 0.0000 0.000000 79.62 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31376KT22 INTEREST EARNED ON F N M A#357969 5.000% 9101135$1 PV ON 589.9600 0.0000 0.000000 589.96 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31381PDA3 INTEREST EARNED ON F N M A#466397 3.5133%11/01/20$1 PV ON 1034,4600 0,0000 0,000000 1,034.46 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31403DJZ3 INTEREST EARNED ON F N M A#745580 5.000% 6/01136$1 PV ON 568.4900 0.0000 0.000000 568.49 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31403GXF4 INTEREST EARNED ON F N M A#748678 5.000%10/01/33$1 PV ON 17.4400 0.0000 0.000000 17.44 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31406PQY8 INTEREST EARNED ON F N M A#815971 5.000% 3101135$1 PV ON 984.9200 0.0000 0.000000 984.92 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
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U.S. Bank
Transaction History
11/01/2017 Thru 11/30/2017
PostDate
11/27/2017 31406XWT5 INTEREST EARNED ON F N M A#823358 3.274% 2/01135$1 PV ON 362.0600 0.0000 0.000000 362.06 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31407BXH7 INTEREST EARNED ON F N M A#826080 5.000% 7/01135$1 PV ON 108.6600 0.0000 0.000000 108.66 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31410F4V4 INTEREST EARNED ON F N M A#888336 5.000% 7101136$1 PV ON 1101.6000 0.0000 0.000000 1.101.60 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 3138EG6F6 INTEREST EARNED ON F N M A#AL0869 4,500% 6/01129$1 PV ON 57.1000 0.0000 0,000000 57.10 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31417YAY3 INTEREST EARNED ON F N M A#MA0022 4.500% 4/01/29$1 PV ON 94.2100 0.0000 0.000000 94.21 0.00 0.00
SHARES DUE 11/25/2017 OCTOBER FNMA DUE 11/25/17
11/27/2017 31397QREO INTEREST EARNED ON F N M A GTD REMIC 1.113% 2/25/41 $1 PV ON 436.3300 0.0000 0.000000 436.33 0.00 0.00
SHARES DUE 11/25/2017$0.00160/PV ON 273.006.18 PV DUE 11/25/17
11/01/2017 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 3.524.30 0.00 0.00
10/31/2017 INTEREST FROM 10/1117 TO 10/31/17
11/01/2017 31846V567 INTEREST EARNED ON FIRST AM GOVT OD FD CL Z UNIT ON 0.0000 SHARES DUE 0,0000 0,000000 1,939.90 0.00 0.00
10/31/2017 INTEREST FROM 10/1/17 TO 10/31/17
11/20/2017 36225CAZ9 INTEREST EARNED ON G N M A I I#080023 2.250%12/20/26$1 PV ON 40.8100 0.0000 0.000000 40.81 0.00 0.00
SHARES DUE 11/20/2017 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225CC20 INTEREST EARNED ON G N M A 11#080088 2.625% 6120127$1 PV ON 55.1400 0.0000 0.000000 55.14 0.00 0.00
SHARES DUE 11/20/2017 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225CNM4 INTEREST EARNED ON G N M A I I40803952.625% 4/20130$1 PV ON 19.7400 0.0000 0.000000 19.74 0.00 0.00
SHARES DUE 11/20/2017 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225CN28 INTEREST EARNED ON G N M A 11#0804082.625% 5/20130$1 PV ON 158.8600 0,0000 0,000000 158.86 0.00 0.00
SHARES DUE 11/20/2017 OCTOBER GNMA DUE 11/20/17
11/20/2017 36225DCB8 INTEREST EARNED ON G N M A I I#0809652.750% 7/20134$1 PV ON 163.1600 0.0000 0.000000 163.16 0.00 0.00
SHARES DUE 11/20/2017 OCTOBER GNMA DUE 11/20/17
11/16/2017 3837H4NX9 INTEREST EARNED ON G N M A GTD REMIC 1.739% 2/16130$1 PV ON 31.4400 0.0000 0.000000 31.44 0.00 0.00
SHARES DUE 11/16/2017$0.00145/PV ON 21.696.49 PV DUE 11/16/17
11/15/2017 43814OAC2 INTEREST EARNED ON HONDA AUTO 1.390% 4115120$1 PV ON 2096.5800 0.0000 0.000000 2,096.58 0.00 0.00
SHARES DUE 11/15/2017$0.00116/PV ON 1,810,000.00 PV DUE 11/15/17
11/21/2017 43814TAB8 INTEREST EARNED ON HONDA AUTO 1.420% 7/22/19$1 PV ON 1875.7000 0,0000 0,000000 1,875.70 0.00 0.00
SHARES DUE 11/21/2017$0.0011 BIPV ON 1,585,099.51 PV DUE 11/21/17
11/20/2017 43814PAB6 INTEREST EARNED ON HONDA AUTO 1.570% 1/21120$1 PV ON 1262.5400 0.0000 0.000000 1,262.54 0.00 0.00
SHARES DUE 11/18/2017$0.00131/PV ON 965,000.00 PV DUE 11/18/17
11/13/2017 4581XOCX4 INTEREST EARNED ON INTER AMER DEV BK 1.625% 5112120$1 PV ON 0.0000 0.000000 28.771.80 0.00 0.00
3035000.0000 SHARES DUE 11/12/2017
11/15/2017 477877AD6 INTEREST EARNED ON JOHN DEERE OWNER 1.070%11/15/18$1 PV ON 245.0500 0.0000 0.000000 245.05 0.00 0.00
SHARES DUE 11/15I2017$0.00089/PV ON 274,819.31 PV DUE 11/15/17
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Transaction History
11/01/2017 Thru 11/30/2017
Post Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss
11/15/2017 47788NAB4 INTEREST EARNED ON JOHN DEERE OWNER 1.090% 2/15/19$1 PV ON 1212.9000 0.0000 0.000000 1,212.90 0.00 0.00
SHARES DUE 11/15/2017$0.000911PV ON 1,335,305.97 PV DUE 11/15/17
11/15/2017 47788MAC4 INTEREST EARNED ON JOHN DEERE OWNER 1.360% 4115/20$1 PV ON 2742.6700 0.0000 0.000000 2.742.67 0.00 0.00
SHARES DUE 11/15/2017$0.001131PV ON 2,420,000.00 PV DUE 11/15/17
11/15/2017 47787XAB3 INTEREST EARNED ON JOHN DEERE OWNER 1.500%10/15/19$1 PV ON 1762.5000 0.0000 0.000000 1,762.50 0.00 0.00
SHARES DUE 11/15/2017$0.00125IPV ON 1,410,000.00 PV DUE 11/15117
11/15/2017 47788BABO INTEREST EARNED ON JOHN DEERE OWNER 1.590% 4/15/20$1 PV ON 0,0000 0,000000 1,272.00 0.00 0.00
960000.0000 SHARES DUE 11/15/2017
11/15/2017 47788BAD6 INTEREST EARNED ON JOHN DEERE OWNER 1.820%10/15/21 $1 PV ON 0.0000 0.000000 1,023.75 0.00 0.00
675000.0000 SHARES DUE 11/15/2017
11/07/2017 6288BUAA8 INTEREST EARNED ON NCUA GUARANTEED NT 1.81397%11/06/17$1 PV ON 0.0000 0.000000 417.48 0.00 0.00
292123.6300 SHARES DUE 11/5/2017
11/01/2017 64971MSE8 INTEREST EARNED ON NEWYORK NY CITY 4.075%11/01/20$1PVON 0.0000 0.000000 28,525.00 0.00 0.00
1400000.0000 SHARES DUE 11/1/2017
11/15/2017 65478WAB1 INTEREST EARNED ON NISSAN AUTO 1.070% 5/15/19$1 PV ON 909.9400 0,0000 0,000000 909.94 0.00 0.00
SHARES DUE 11/15/2017$0.00089IPV ON 1,020,491.92 PV DUE 11/15/17
11/15/2017 654747ABO INTEREST EARNED ON NISSAN AUTO 1.470% 1/15120$1 PV ON 1672.1300 0.0000 0.000000 1,672.13 0.00 0.00
SHARES DUE 11/15/2017$0.001231PV ON 1,365,000.00 PV DUE 11/15/17
11/20/2017 747525AD5 INTEREST EARNED ON OUALCOMM INC 2.250% 5/20120$1 PV ON 5000000.0000 0.0000 0.000000 56.250.00 0.00 0.00
SHARES DUE 11/20/2017
11/15/2017 89236WAC2 INTEREST EARNED ON TOYOTA AUTO 1.120% 2115119$1 PV ON 789.5500 0.0000 0.000000 789.55 0.00 0.00
SHARES DUE 1 1/1 512 01 7$0.00093/PV ON 845,947.39 PV DUE 11/15/17
11/15/2017 912828G20 INTEREST EARNED ON U S TREASURY NT 0,875%11/15117$1 PV ON 0.0000 0,000000 8,750.00 0.00 0.00
2000000.0000 SHARES DUE 11/15/2017
11/30/2017 912828XE5 INTEREST EARNED ON U S TREASURY NT 1.500% 5/31/20$1 PV ON 5000000.0000 0.0000 0.000000 37,500.00 0.00 0.00
SHARES DUE 11/30/2017
11/30/2017 9128281361 INTEREST EARNED ON U S TREASURY NT 1.500%11/30/19$1 PV ON 0.0000 0.000000 56.250.00 0.00 0.00
7500000.0000 SHARES DUE 11/30/2017
11/30/2017 9128281.165 INTEREST EARNED ON U S TREASURY NT 1.750%11/30/21 $1 PV ON 0.0000 0.000000 61.250.00 0.00 0.00
7000000.0000 SHARES DUE 11/30/2017
11/15/2017 91336612,15 INTEREST EARNED ON UNIV OF CALIFORNIA 5.035% 5/15121 $1 PV ON 400000.0000 0.0000 0,000000 10,070.00 0.00 0.00
SHARES DUE 11/15/2017
11/07/2017 00440EAUl PAID ACCRUED INTEREST ON PURCHASE OF ACE INA HOLDINGS 2.875%11/03/22 0.0000 0.000000 453.29 0.00 0.00
11/13/2017 00440EAUl PAID ACCRUED INTEREST ON PURCHASE OF ACE INA HOLDINGS 2.875%11/03/22 0.0000 0.000000 -1,293.75 0.00 0.00
11/16/2017 00440EAUl PAID ACCRUED INTEREST ON PURCHASE OF ACE INA HOLDINGS 2.875%11/03/22 0.0000 0.000000 -1,173.16 0.00 0.00
11/15/2017 3137EADP1 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C 0.875% 3/07/18 0.0000 0.000000 -826.39 0.00 0.00
11/29/2017 3137EAEK1 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C M T N 1.875%11/17/20 0.0000 0.000000 -1,093.75 0.00 0.00
7 of
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Transaction History
11/01/2017 Thru 11/30/2017
PostDate
11/30/2017 4581XOCZ9 PAID ACCRUED INTEREST ON PURCHASE OF INTER AMER DEV BK 1.750% 9114/22 0.0000 0.000000 -5,541.67 0.00 0.00
11/10/2017 912828P20 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NIT 0.750% 1/31/18 0.0000 0.000000 -20,788.04 0.00 0.00
11/15/2017 912828P20 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.750% 1/31/18 0.0000 0.000000 -6,542.12 0.00 0.00
11/13/2017 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 27560.0000 27,560.0000 0.000000 0.00 0.00 0.00
UNITS INCREASE TO ADJUST FOR CHANGE IN CPI
11/28/2017 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 28496.0000 28.496.0000 0.000000 0.00 0.00 0.00
UNITS INCREASE TO ADJUST FOR CHANGE IN CPI
11/10/2017 3137EADN6 RECEIVED ACCRUED INTEREST ON SALE OF F H L M C M T N 0.750% 1112/18 0.0000 0.000000 2.458.33 0.00 0.00
11/13/2017 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 27560.00 0.0000 0.000000 0.00 0.00 0.00
UNITS INCREASE TO ADJUST FOR CHANGE IN CPI
11/28/2017 912828WUO STATE COST OF U$TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 28496.00 0,0000 0,000000 0.00 0.00 0.00
UNITS INCREASE TO ADJUST FOR CHANGE IN CPI
TOTAL OTHER TRANSACTIONS 56,056.0000 0 36,411,648.31 56,056.00 0.00
80f8
OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir.
12J05/17 12/20/17
AGENDA REPORT IWrnNumber Item Number
z s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: ANNUAL CCTV CONTRACT WITH FOUR ADDITIONAL RENEWALS TO
COMPLY WITH SSMP REQUIREMENTS
GENERAL MANAGER'S RECOMMENDATION
A. Award Service Contracts for annual CCTV Sewer Inspection Services to two (2)
contractors; Hoffman Southwest Corp. (Primary) and Performance Pipeline
Technologies (Secondary), for a total amount not to exceed $350,000 for the
period February 1, 2015 through January 31, 2019, with four(4)one-year renewal
options; and
B. Approve a contingency of$35,000 (10%).
BACKGROUND
Sewer inspection and condition assessments are two of the Orange County Sanitation
District's (Sanitation District) major preventive maintenance tasks in the approved Sewer
System Management Plan (SSMP). The Sanitation District has committed to inspect the
entire sewer system per industry (NASSCO) standards every five years. This data is the
most critical tool the Sanitation District has in assessing the sewer system condition and
preventing catastrophic pipeline failures. The Sanitation District also uses the CCTV data
to optimize the cleaning and repairing of the most degraded pipelines,safeguarding public
health.
RELEVANT STANDARDS
• Maintain a proactive asset management program
• Maintain a culture of improving efficiency
• Protection of Orange County Sanitation District assets
PROBLEM
The current CCTV contract is on the last renewal cycle and will expire at the end of the
2017 calendar year. Without a new contract in place, the CCTV asset management
program will fall behind.
Page 1 of 3
PROPOSED SOLUTION
The award recommendation is to award to two (2) Contractors (primary & secondary),
which will provide continuous service reliability and competitive pricing to the Sanitation
District. Staff recommends awarding two CCTV Contracts to the two lowest responsive
and responsible bidders, Hoffman Southwest Corp. (Primary) and Performance Pipeline
Technologies (Secondary).
TIMING CONCERNS
A new contract must be in place by January 2018 to avoid program disruptions.
RAMIFICATIONS OF NOT TAKING ACTION
Without new CCTV contract, the Sanitation District will be out of compliance with the
SSMP.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
A Notice Inviting Bids for CCTV Sewer Inspection Services was issued and eight bids
were received. The award recommendation is for the two lowest responsive and
responsible bidders, Hoffman Southwest Corp. and Performance Pipeline Technologies.
Bidders List:
Vendor Bid Amount Submit Date
Hoffman Southwest Corp. $314,560 11/14/17 10:25 AM
Performance Pipeline $352,900 11/14/17 11:18 AM
Downstream Services, Inc. $395,960 11/14/17 1:02 PM
Innerline Engineering, Inc. $403,540 11/14/17 3:26 PM
AIMS/PVIC CA, LLC. $626,350 11/14/17 8:12 AM
National Plant Services, Inc. $742,500 11/14/17 11:57 AM
Empire Pipe Cleaning $837,290 11/14/17 1:41 PM
Pipe and Plant Solutions, Inc. $2,147,500 1 11/14/17 1:35 PM
CECA
N/A
Page 2 of 3
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (FY 17-18 Line item: Section 6, Page 76).
Project contingency funds will be used for this contract.
Date of Approval contract Amount Contingency
12/20/2017 $350,000 $35,000 (10%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
• Service Contracts
Page 3 of 3
SERVICE CONTRACT
CCTV Sewer Inspection Services
Specification No. 5-2017-892BD
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 (hereinafter referred to as "OCSD") and Hoffman Southwest
Corporation with a principal place of business at 249 South Paseo Tesoro, Walnut, CA 91789
(hereinafter referred to as "Contractor') collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for CCTV Sewer
Inspection Services"Services" as described in Exhibit"A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on December 20,2017, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in 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
Exhibit'B" Bid Price Form
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit"D" OCSD Safety Standards
Exhibit"E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
Orange County Sanitation District 1 of 8 Specification No. 5-2017-892BD
Version 052217
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 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit"A".
1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided
under this Contract shall be a total amount not exceed Three Hundred Twenty Thousand
Dollars ($320,000.00).
3. Payments and Invoicing
3.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project
Manager or designee, of itemized invoices submitted for Services completed in accordance
with Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether
the Services have been satisfactorily completed.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(&OCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2017-892BD shall be referenced in the subject line.
4. Audit Rights Contractor 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 Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
5. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
6. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
7. Contract Term The Services provided under this Contract shall be completed within three
hundred sixty-five (365)calendar days effective February 1, 2018.
8. Renewals
8.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit W', under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
Orange County Sanitation District 2 of 8 Specification No. 5-2017-892BD
Version 052217
8.2 This Contract may be renewed by OCSD Purchase Order.
9. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
10. Performance Time is of the essence in the performance of the provisions hereof.
11. Termination
11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)
days, pay Contractor for work performed (cost and fee)to the date of termination.Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
11.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
12. Insurance Contractor 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"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
13. Indemnification and Hold Harmless Provision Contractor 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 Contractor's services under this Contract, or by its
subcontractor(s) or by anyone directly or indirectly employed by Contractor, 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,
Contractor 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 Contractor's performance under the Contract, and/or (b) on
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account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractors 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. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
14. OCSD Safety and Human Resources Policies OCSD requires all Contractor and its
subcontractor(s) to follow and ensure their employees follow all Federal, State, and local
regulations as well as OCSD Safety Standards while working at OCSD locations. If during
the course of the Contract it is discovered that OCSD Safety Standards do not comply with
Federal, State, or local regulations, then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its
employees and subcontractors, shall adhere to all applicable OCSD Safety Standards.
OCSD's Safety Standards are hereby incorporated by reference as though fully set forth
herein in Exhibit"D".
15. Warranties In addition to the warranties stated in Exhibit"A", the following shall apply:
15.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence
on the date of acceptance by the OCSD Project Manager or designee of the work as
complete.
15.2 Contractors Warranty (Guarantee): If within a one (1) year period of completion of all work
as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services
provided fails to meet the standards required under this Contract, Contractor shall, within
the time agreed to by OCSD and Contractor, take all such actions as are necessary to
correct or complete the noted deficiency(ies) at Contractors sole expense.
16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
17. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
18. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it
understands the work to be performed; and 2) it understands the facilities, difficulties, and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
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19. Reaulatony Requirements Contractor 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.
20. Licenses, Permits. Ordinances and Reaulations Contractor represents and warrants to
OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to engage in this work. Any and all fees required by Federal,
State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work
performed under the terms of this Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor'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.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor'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.
23. Governina Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails to
make delivery of the goods or Services or repudiates its obligations under this Contract, or
if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover' as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
26. Dispute Resolution
26.1 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
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Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrators decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
27. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
28. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Foram for Enforcement, shall survive termination or expiration of this Contract.
29. 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.
30. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
33. Limitations upon Subcontractina and Assignment Contractor 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.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
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35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. 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.
36. 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.
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39. 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: Larry Roberson
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Contractor: Jason Walborn
Manager
Hoffman Southwest Corporation
249 South Paseo Tesoro
Walnut, CA 91789
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Seborn, PLS
Chair, Board of Directors
Dated: By:
Kelly Lore
Clerk of the Board
Dated: By:
Contracts, Purchasing and Materials
Management Manager
HOFFMAN SOUTHWEST CORPORATION
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
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SERVICE CONTRACT
CCTV Sewer Inspection Services
Specification No. 5-2017-892BD
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 (hereinafter referred to as "OCSD") and Performance Pipeline
Technologies with a principal place of business at 5305 Industrial Drive, Huntington Beach, CA
92649 (hereinafter referred to as "Contractor") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, OCSD desires to temporarily retain the services of Contractor for CCTV Sewer
Inspection Services"Services" as described in Exhibit"A"; and
WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No.
OCSD-47; and
WHEREAS, on December 20,2017, the Board of Directors of OCSD, by minute order, authorized
execution of this Contract between OCSD and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services,
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the
Contractor. The terms and conditions herein exclusively govern the purchase of Services
as described in 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
Exhibit'B" Bid Price Form
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit"D" OCSD Safety Standards
Exhibit"E" Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects
govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
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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 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit"A".
1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Contractor as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation to be paid by OCSD to Contractor for the Services provided
under this Contract shall be a total amount not exceed Thirty Thousand Dollars
($30.000.00).
3. Payments and Invoicing
3.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project
Manager or designee, of itemized invoices submitted for Services completed in accordance
with Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether
the Services have been satisfactorily completed.
3.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at
APStaff(&OCSD.com and "INVOICE" with the Purchase Order Number and Specification
No. S-2017-892BD shall be referenced in the subject line.
4. Audit Rights Contractor 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 Contractor relating to the invoices
submitted by Contractor pursuant to this Contract.
5. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit"A". Contractor shall perform said Services in accordance with generally
accepted industry and professional standards.
6. Modifications to Scope of Work Requests for modifications to the Scope of Work
hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
7. Contract Term The Services provided under this Contract shall be completed within three
hundred sixty-five (365)calendar days effective February 1, 2018.
8. Renewals
8.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods
based upon the criteria set forth in Exhibit W', under the terms and conditions contained
herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew.
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8.2 This Contract may be renewed by OCSD Purchase Order.
9. Extensions The term of this Contract may be extended only by written instrument signed
by both Parties.
10. Performance Time is of the essence in the performance of the provisions hereof.
11. Termination
11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate.
Upon receipt of a termination notice,Contractor shall immediately discontinue all work under
this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)
days, pay Contractor for work performed (cost and fee)to the date of termination.Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OCSD from any further fee, cost or claim hereunder by Contractor
other than for work performed to the date of termination.
11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination
that Contractor is not complying with the Scope of Work requirements, if the level of service
is inadequate, or any other default of this Contract.
11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to Contractor:
• if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
• if Contractor sells its business; or
• if Contractor breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
11.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor
to OCSD upon demand, or at the termination of this Contract, whichever occurs first.
12. Insurance Contractor 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"). Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to
OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a
subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
13. Indemnification and Hold Harmless Provision Contractor 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 Contractor's services under this Contract, or by its
subcontractor(s) or by anyone directly or indirectly employed by Contractor, 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,
Contractor 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 Contractor's performance under the Contract, and/or (b) on
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account of use of any copyrighted or uncopyrighted material, composition, or process, or
any patented or unpatented invention, article or appliance, furnished or used under the
Contract, and/or (c) on account of any goods and services provided under this Contract.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Contractor of or anyone
employed by or working under Contractor. To the maximum extent permitted by law,
Contractors 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. Contractor agrees to provide this defense immediately upon written
notice from OCSD, and with well qualified, adequately insured, and experienced legal
counsel acceptable to OCSD.
14. OCSD Safety and Human Resources Policies OCSD requires all Contractor and its
subcontractor(s) to follow and ensure their employees follow all Federal, State, and local
regulations as well as OCSD Safety Standards while working at OCSD locations. If during
the course of the Contract it is discovered that OCSD Safety Standards do not comply with
Federal, State, or local regulations, then the Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its
employees and subcontractors, shall adhere to all applicable OCSD Safety Standards.
OCSD's Safety Standards are hereby incorporated by reference as though fully set forth
herein in Exhibit"D".
15. Warranties In addition to the warranties stated in Exhibit"A", the following shall apply:
15.1 Manufacturer's standard warranty shall apply. All manufacturer warranties shall commence
on the date of acceptance by the OCSD Project Manager or designee of the work as
complete.
15.2 Contractors Warranty (Guarantee): If within a one (1) year period of completion of all work
as specified in Exhibit "A", OCSD informs Contractor that any portion of the Services
provided fails to meet the standards required under this Contract, Contractor shall, within
the time agreed to by OCSD and Contractor, take all such actions as are necessary to
correct or complete the noted deficiency(ies) at Contractors sole expense.
16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of
God, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated
from the Contract.
17. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
18. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it
understands the work to be performed; and 2) it understands the facilities, difficulties and
restrictions of the work under this Contract. Should Contractor discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at
Contractor's risk, until written instructions are received from OCSD.
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19. Reaulatony Requirements Contractor 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.
20. Licenses, Permits. Ordinances and Reaulations Contractor represents and warrants to
OCSD that it has obtained all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to engage in this work. Any and all fees required by Federal,
State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work
performed under the terms of this Contract will be paid by Contractor.
21. Applicable Laws and Reaulations Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold
harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor'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.
22. South Coast Air Quality Management District's (SCAQMD) Requirements It is
Contractor'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.
23. Governina Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange, in the event
any action is brought in connection with this Contract or the performance thereof.
24. Breach The waiver of either party of any breach or violation of, or default under, any
provision of this Contract, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Contract or default
thereunder. Any breach by Contractor to which OCSD does not object shall not operate as
a waiver of OCSD's rights to seek remedies available to it for any subsequent breach.
25. Remedies In addition to other remedies available in law or equity, if the Contractor fails to
make delivery of the goods or Services or repudiates its obligations under this Contract, or
if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price
OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute
goods or Services for those due from Contractor. In the event OCSD elects to "cover' as
described in (3), OCSD shall be entitled to recover from Contractor as damages the
difference between the cost of the substitute goods or Services and the Contract price,
together with any incidental or consequential damages.
26. Dispute Resolution
26.1 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
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Services of Orange County ("JAMS"), or any similar organization or entity conducting an
alternate dispute resolution process.
26.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator
shall be selected, or in the absence of agreement, each party shall select an arbitrator, and
those two(2)arbitrators shall select a third. Discovery may be conducted in connection with
the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05.
The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter
in question. The arbitrator shall decide each and every dispute in accordance with the laws
of the State of California. The arbitrators decision and award shall be subject to review for
errors of fact or law in the Superior Court for the County of Orange, with a right of appeal
from any judgment issued therein.
27. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
28. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Foram for Enforcement, shall survive termination or expiration of this Contract.
29. 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.
30. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any
subcontractors or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OCSD.
31. Disclosure Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OCSD.
32. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OCSD
employee. During the performance of this Contract, Contractor and its officers, employees,
and agents shall act in an independent capacity and shall not act as OCSD's officers,
employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD's employees.
33. Limitations upon Subcontractina and Assignment Contractor 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.
34. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and Contractor.
Orange County Sanitation District 6 of 8 Specification No. 5-2017-892BD
Version 052217
35. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to Contractor or to its
successor, or for breach of any obligation for the terms of this Contract.
36. Read and Understood By signing this Contract, Contractor represents that he has read
and understood the terms and conditions of the Contract.
37. 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.
36. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 7 of 8 Specification No. S-2017-892BD
Version 052217
39. 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: Larry Roberson
Senior Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Contractor: Gene Glassburner
Owner
Performance Pipeline Technologies
5305 Industrial Drive
Huntington Beach, CA 92649
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Seborn, PLS
Chair, Board of Directors
Dated: By:
Kelly Lore
Clerk of the Board
Dated: By:
Contracts, Purchasing and Materials
Management Manager
PERFORMANCE PIPELINE TECHNOLOGIES
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 8 of 8 Specification No. S-2017-892BD
Version 052217
OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir.
12/0fi/17 12/20/17
AGENDA REPORT emNumber Item Number
3 fi
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations & Maintenance
SUBJECT: FLEET VEHICLE PROCUREMENT THROUGH COOPERATIVE
PROCUREMENT WITH NATIONAL AUTO FLEET GROUP
GENERAL MANAGER'S RECOMMENDATION
A. Approve the purchase of ten (10)vehicles as listed below using the National Joint
Powers Alliance (NJPA) cooperative Contract Number 120716-NAF with National
Auto Fleet Group for a total amount not to exceed $286,809 in accordance with
Ordinance No. OCSD47, Section 2.03(B), Cooperative Purchases:
1. Five (5) new/unused 2018 Ford F-150 (X1C) XL 2WD SuperCab 8' Box
$149,813.49;
2. Three (3)new/unused 2018 Ford C-Max Hybrid (P5A)SE FWD$79,040.79;
3. One (1) new/unused 2018 Ford Fusion Energi (POP) SE FWD $32,667.96;
4. One (1) new/unused 2018 Ford Transit Connect Van (S6E) XL SWB with
Rear Symmetrical Doors $25,286.82; and
B. Approve a contingency of$7,170 (2.5%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) has a fleet of over 200
vehicles, some of which are at the end of their useful life or require excessive
maintenance to keep operational. The average age of the nine vehicles identified for
replacement is 18 years. The average purchase cost of these vehicles was $19,398,
while the average maintenance and repairs costs for these vehicles is $22,195. In
addition to replacing the older vehicles, one new vehicle is being requested to support
new staff additions.
These purchases are in accordance with cooperative purchasing contracts with National
Auto Fleet Group that the Sanitation District is approved to use per the Purchasing
Ordinance Section 2.03B. The cost includes California state sales tax and freight.
RELEVANT STANDARDS
• Participate in National Joint Powers Authority (NJPA) cooperative purchasing
program
• Consider life-cycle costs in all decisions
Page 1 of 3
PROBLEM
This purchase is required to provide adequate support for Sanitation District operations
and maintenance activities in various departments. The older vehicles experience
increased maintenance costs and increased downtime due to the frequency of
maintenance and repair. The average cost to maintain these vehicles is $2,800 over the
average purchase price.
PROPOSED SOLUTION
Replace nine aging vehicles and procure one new vehicle for additional staff.
RAMIFICATIONS OF NOT TAKING ACTION
If these vehicles are not replaced, the Sanitation District will incur excessive maintenance
costs and exposure to safety and reliability issues.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The
NJPA is a public agency that serves as a cooperative for over 50,000 member agencies
nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a
multitude of cooperatively contracted products, equipment, and services opportunities to
education and government entities throughout the country.
As required by SCAQMD Rule 1191, the Sanitation District is required to purchase low
emission, zero-emission, and other "green' fleet vehicles whenever possible. These
requirements also dictate that the Sanitation District not"back slide"on the ratio of"green"
to standard vehicles. This purchase complies with the SCAQMD requirements to
maintain the current level of"green"fleet.
As information, the Sanitation District has hired a fleet business expert to review our fleet
business plans, practices, procedures, policies, and fleet size and composition. The draft
report and business plan will be available in early January 2018.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. These items have been budgeted through the Capital Equipment Budget
Summary (Fiscal Year 2017-2018 Budget Update - Appendix; Line Item: 822-Fleet
Services, Pages A20—A21).
Date of Approval Contract Amount Contingency
12/20/2017 $286,809 $7,170 (2.5%)
Page 2 of 3
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the
complete agenda package:
N/A
Page 3 d 3
OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir.
S2J05/17 12/20/17
AGENDA REPORT IWrnNumber Item Number
a 7
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: PURCHASE OF SIX VAPEX SENTINEL S4 UNITS
GENERAL MANAGER'S RECOMMENDATION
A. Approve a sole source Purchase Order to VAPEX ENVIRONMENTAL
TECHNOLOGIES for six VAPEX Sentinel S4 units (three units for Plant No. 1 and
three units for Plant No. 2)for a total amount not to exceed $290,636; and
B. Approve a contingency of $14,532 (5%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) operates 38 VAPEX units at
both plants, including 11 units at Plant No. 1 and 27 units at Plant No. 2. These units
monitor and control the scrubbers for foul air treatment and include hydrogen sulfide and
chlorine analyzers.
RELEVANT STANDARDS
• Zero odor incidents/events under normal operating conditions for Plants 1 and 2
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
PROBLEM
Six VAPEX units have been identified by Operations and Maintenance teams at both
plants that are either not operating or they are in poor condition due to unavailability of
spare parts.
PROPOSED SOLUTION
Staff recommends that the Sanitation District purchase six VAPEX Sentinel S4 units to
replace the units that are in poor condition. This will prevent any potential odor complaints
from the areas surrounding the treatment plants, ensure reliable foul air treatment, and
optimize chemical usage at both plants.
Page 1 of 2
TIMING CONCERNS
Delays in replacing the six VAPEX units could increase the risk of potential odor
complaints from the areas surrounding the treatment plants.
RAMIFICATIONS OF NOT TAKING ACTION
Replacement parts will likely not be available if the units fail, resulting in manual sampling
and chemical feeding,which is labor intensive and can result in over and/or under feeding
the chemicals.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
VAPEX units have been used for more than 15 years at both plants. The operations team
is satisfied with their performance due to effective conditioning and moisture removal of
foul air, reliability of performance, and accuracy of readings.
So far, the Sanitation District has not been able to identify a reliable alternative analyzer
from other manufacturers that would be able to effectively remove moisture from foul air
(before introducing to analyzer) and provide stable hydrogen sulfide readings.
Staff will continue to evaluate the availability of 112S odor sample conditioning and
measurement technologies in preparation for the eventual replacement of the remaining
32 VAPEX units.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been carried over to FY17/18 from the FY15/16 budget update,
Div. 870 (Line item: 112S Wet Gas Analyzers, Section A, Page 21).
Date of ADDroval Contract Amount Contlnoencv
12/20/2017 $290,636 $14,532 (5%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
N/A
Page 2 of 2
OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir.
12/05/17 12/20/17
AGENDA REPORT emNumber Item Number
6 8
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Ed Torres, Director of Operations and Maintenance
SUBJECT: TIFFANY PUMP STATION ODOR CONTROL FACILITY
GENERAL MANAGER'S RECOMMENDATION
Approve a Site Access and License Agreement with the Garden Grove Sanitary District
(GGSD) to allow utilization of an odor control chemical dosing station and injection of
chemicals into the Miller-Holder Interceptor at 12782 Bailey Street in the city of Garden
Grove, in a form approved by Special Counsel.
BACKGROUND
The Orange County Sanitation District (Sanitation District) currently treats the
Miller-Holder Interceptorfor odor and corrosion with a continuous feed of ferrous chloride
from Hager Corporation Yard in the city of Buena Park,on the upper reaches, and Midway
City Sanitary District Corporation Yard, on the lower reaches, to control hydrogen sulfide
(1-12S) and odor levels within the Miller-Holder System; however, the middle reaches of
this trunkline do not receive treatment for odor or corrosion control.
RELEVANT STANDARDS
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, and lighting
• 12 or fewer odor complaints per year under normal operating conditions in the
collections system
PROBLEM
High levels of vapor hydrogen sulfide (H2S) in the middle part of the Miller-Holder
Interceptor has the potential to cause odor nuisances and complaints in the cities of
Garden Grove and Westminster.
PROPOSED SOLUTION
To reduce odor nuisances in the collection system, the Sanitation District implemented
an odor and corrosion control program,which includes,among many tools,the application
of chemicals in trunk sewers to minimize the hydrogen sulfide production as the
wastewater is conveyed from the collection system to the Sanitation District's treatment
plants. Staff recommends the addition of a chemical dosing station at the GGSD's Tiffany
Pump Station, which is tributary to the middle reach of the Miller-Holder Trunk Sewer.
Page 1 d 2
The addition of this application site will address odors along the Miller-Holder Trunk
Sewer.
RAMIFICATIONS OF NOT TAKING ACTION
If not approved, corrosion control cannot be provided at this section of the Miller-Holder
Trunk Sewer and there could be a potential for odor complaints in this service area.
CEQA
The Sanitation District is the lead agency and has determined this project required CEQA
documentation for consideration, and filed the Sanitation District's Addendum No. 2 to the
Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex
and Collection System Odor R Corrosion Control Program, dated September 6, 2017,
and Board approved on September 27, 2017 (Item No. 8) to accommodate odor and
corrosion control chemical addition at GGSD's Tiffany Pump Station.
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(mm w.ocsd.coml with the complete agenda package:
• Site Access and License Agreement
Page 2 of 2
SITE ACCESS AND LICENSE AGREEMENT
(Tiffany Pump Station Odor/Corrosion Control Facilities)
This STTE ACCESS AND LICENSE AGREEMENT (Tiffany Pump Station
Odor/Corrosion Control Facilities) (`Agreement") is dated as of and for purposes of reference
2017 ("Effective Date"), and entered into between the ORANGE
COUNTY SANITATION DISTRICT, a county sanitation district ("OCSD"), and the GARDEN
GROVE SANITARY DISTRICT, a public body corporate and politic ("GGSD"). OCSD and
GGSD are sometimes individually referred to as a "Party" and collectively referred to as the
"Parties".
RECITALS
A. OCSD is a duly organized County Sanitation District organized and existing under
the County Sanitation District Act, California Health and Safety Code section 4700, et seq., that
provides for the ownership, operation, and maintenance of wastewater collection, treatment, and
disposal facilities within Orange County, and is responsible for safely collecting, treating, and
disposing of wastewater generated by more than 2.5 million people living and working in Orange
County.
B. GGSD is a special district, duly organized and validly existing under the Constitution
and the laws of the State of California,and a sanitary district that collects wastewater and is tributary
to OCSD facilities for treatment and disposal. The City Council of the City of Garden Grove acts as
the Board of Directors and governing board of the GGSD.
C. GGSD owns and operates certain real property commonly referred to as the"Tiffany
Pump Station" located at 12782 Bailey Street, Garden Grove, CA 92845, which is depicted on
Exhibit A,attached and fully incorporated herein("Property").
D. OCSD previously installed facilities and conducted a demonstration project at the
Property to evaluate the effectiveness of utilizing calcium nitrate added to wastewater to reduce odor
and corrosion in downstream wastewater facilities.
E. Based on the results of the demonstration project, OCSD desires to access the
Property to install, operate, and maintain the facilities previously installed at the Property, and
additional facilities (collectively, "Facilities"), to reduce odor and corrosion in downstream
wastewater facilities("Facilities Use's.
F. The Facilities Use will mutually benefit the Parties by reducing odors and corrosion
in sewer lines owned or controlled by GGSD and OCSD. As a reflection of thew shared interest in
treating sewage in the interest of the public's health, safety, and welfare, the Parties intend by this
Agreement for GGSD to grant to OCSD a license for the following specific and limited purposes of
(1)right of access to Property for the Facilities Use,and(2)right to use the Property for the Facilities
Use(together,"License')for the 10-year Term as defined more fully set forth herein.
NOW THEREFORE,GGSD and OCSD agree as follows:
Section 1. Grant of License. GGSD hereby grants to OCSD a right of entry and site access
onto the Property("Site Access")to install,operate,and maintain the Facilities reasonably necessary
4847-4227-0289.1 1
and convenient for OCSD's wastewater odor control program, as depicted in Exhibit B attached
hereto and incorporated by this reference, which together comprise the License hereunder. This
License may be used by OCSD, its employees, and authorized agents, including OCSD's duly
licensed and insured consultants,contractors and subcontractors under contract with OCSD.
(a) The Facilities include: one tank, a chemical dosing enclosure, and a conduit that will
carry odor control chemicals from the tank to the existing wet well at the Property. The odor control
chemicals may include, but are not limited to: calcium nitrate, ferrous chloride, and magnesium
hydroxide.
(b) OCSD acknowledges that access to the Property may necessitate access across certain
part(s)of the improved real property adjacent to the Property that has a current use of dental offices
(the "Adjacent Parcel' . In this regard, OCSD agrees during the Term of the License OCSD is
responsible to take any and all steps necessary to access and traverse this Adjacent Parcel and OCSD
is and shall remain solely responsible and liable, legally and financially, for such access, traversing
or other use of this Adjacent Parcel.
(c) In each instance when OCSD consultants, contractors or subcontractors desire to
enter onto the Property (including the Adjacent Parcel) for the Facilities Use, OCSD shall provide
GGSD prior notice in writing of the names of OCSD's duly authorized, licensed and insured
consultants, contractors and subcontractors, and each shall be identified by way of uniforms, or
vehicles with signs or logos,or other identifying measures when accessing the Property including the
Adjacent Parcel for the Facilities Use.
(i) For each and all OCSD consultants, contractors and subcontractors, OCSD
shall ensure that each contract between OCSD and consultant, and OCSD and contractor, as
applicable (including subcontractor(s)), obtain and maintain insurance policies in the amounts and
types of coverage that comply with Section 11 herein.
Section 2. Term. This Agreement and the License granted herein shall commence as of the
Effective Date and remain in effect for a term of ten(10)years("Term").The Term may be extended
at OCSD's option for an additional 10 years, provided OCSD delivers written notice to GGSD
exercising said option no less than 90 days prior to the scheduled expiration of the Term.
Section 3. Eaoiomeat. OCSD may bring onto the Property and install such equipment or
machinery as may be reasonably necessary or convenient to conduct the intended odor control
measures, subject to OCSD providing a written notice to GGSD with a description of the type of
equipment or machinery prior to installing or bringing onto the Property so that GGSD risk
management may evaluate and determine if the scope of required insurance should be modified to
cover more particularly the additional equipment or machinery.
Section 4. Material Data Handling Sheets. OCSD shall provide OGSD with a copy of each
"Safety Data Sheet" in compliance with the requirements of the United Sires Occupational Safety
and Health Administration for any chemicals used by OCSD at the Property for the Facilities Use
that may pose a hazard to GGSD employees,agents,or other persons who may access the Property or
the adjacent property.
Section 5. Mutual Non-Interference. The Parties each acknowledge that both GGSD and
OCSD will be jointly using the Property, and in doing an intend to avoid interfering with the use,
48474227-0299.1 2
operation, and maintenance of the other Party's facilities, whether related or unrelated to the
Facilities Use,except as specifically set forth in this Agreement.
(a) Except as detailed on the attached exhibits, OCSD shall not interfere with GGSD's
pumping facilities or related operations at the Property presently or in the future, which as of the
Effective Date consist of a wastewater pumping plant
(b) OCSD shall give GGSD at least two (2) business days' notice prior to entering the
Property for regular maintenance or repairs, or provide to GGSD a detailed schedule of regular
maintenance that would eliminate the need for separate notices for each Site Access.
(i) In the event of an emergency or other urgent circumstances, OCSD shall
provide GGSD with as much advance notice as reasonably possible prior to entering the Property for
emergency or other urgent repair work,subject to Section 6.1 below.
(c) Except upon the express written consent of OCSD, which consent shall not be
unreasonably withheld, conditioned or delayed, GGSD shall not, and shall cause its lessees,
licensees, or agents to not: (i) tamper with, after, or damage the Facilities, (ii)interfere with or
obstruct OCSD's activities related to the Facilities Use; and (iii) cause or permit interference,
damage,or obstruction by others.
Section 6. Maintenance of Prooerty and Facilities. During the Term of this Agreement,
OCSD shall maintain the Facilities, and shall repair any damage caused by OCSD to the Property
(and, as applicable, the Adjacent Parcel) in compliance with all applicable federal, state, regional,
county and local laws and regulations (or cause such to occur) and shall undertake the following at
OCSD's sole cost,expense,liability,and responsibility:
(a) Operate,maintain, and repair the Facilities in accordance and in conformity with any
and all of the ordinances, resolutions, rules and regulations heretofore or hereafter adopted by the
GGSD in the exercise of its Constitutional and statutory powers and not in conflict with the
paramount authority of the United States of America, the State of California and subject to all
applicable local,state,and federal laws.
(i) If not properly and timely repaired or maintained by OCSD, then to pay to
GGSD on demand all reasonable costs incurred or to be incurred by GGSD for all reasonable repairs
to the Property(including the Adjacent Pamel)caused by OCSD.
(b) Remove or relocate, at the request of GGSD and without expense to GGSD, any
conduits,pipes or appurtenances installed by OCSD(or its agents)as a part of the Facilities,or used
and/or maintained by OCSD under this Agreement if and when such removal or relocation is made
necessary by urgent public purposes of GGSD;provided, however, that OCSD shall not be required
to bear the expense of any removal or relocation made at the request of GGSD solely on behalf of or
for the sole benefit ot;any third patty developer or any other third party unless so directed by a court
of competent jurisdiction and provided further that if GGSD requests OCSD remove or relocate any
part of the Facilities for any reason,then OCSD may terminate this Agreement in OCSD's sole and
absolute discretion.The Parties shall amend this Agreement if necessary to reflect agreed changes as
to the Facilities or other provisions of this Agreement.
49474T 89.1 3
(c) In the care of emergency where work on any conduit,pipes or appurtenance must, in
the reasonable discretion of OCSD, be performed by OCSD immediately due to risk of danger or
public harm, OCSD shall perform such work and obtain appropriate permits therefor as soon as
practical thereafter.
(d) If any portion of the Property(or the Adjacent Parcel)any improvement thereto shall
be damaged by reason of defect in any of the Facilities, or otherwise in implementation of this
License, or any other conduit, pipes and appurtenances maintained, repaired or replaced under this
Agreement, or by reason of any acts or omissions of OCSD(or any of its consultants,contractors or
subcontractors) involving the operation or existence of any of the Facilities maintained, repaired or
replaced under this Agreement, OCSD shall, at its own cost and expense, immediately repair such
damage and restore such property or improvement to as good a condition as existed immediately
prior to the occurrence of such damage unless otherwise agreed in writing with GGSD. Such work is
to be done subject to approval of GGSD in consultation with legal counsel and in accordance with
any and all rules, regulations, ordinances, resolutions, standards, specifications of the GGSD and
applicable state and federal laws and regulations. GGSD shall not unreasonably withhold, condition
or delay the approval required by this section.
(e) Included within Exhibit B are renderings showing the accurate size, depth and the
length of the Facilities on the Property that are the subject matter of this Agreement If there are
changes to the location, size,depth and the length of the Facilities during the Term, OCSD agrees to
both notify GGSD in writing and within thirty(30)days to submit to GGSD revised renderings to be
appended to this Agreement and on file with GGSD.
(I) Except as may be specifically provided for elsewhere in this Agreement, if OCSD
shall fail,neglect or refuse to comply with any of the provisions or conditions hereof and shall not,
within fifteen (15) days after written demand for compliance, begin the work of compliance or
initiate communications with GGSD regarding same,or after such commencement of work,shall not
prosecute the same with due diligence and continuously to completion, GGSD may declare this
Agreement forfeited and terminated, and OCSD shall immediately close and discontinue all
operations or uses under this Agreement and the License shall be deemed terminated.
(g) GGSD may sue in its own name for(a)the forfeiture of this Agreement in the event
of breach by OCSD(if OCSD fails to cure such breach in the time permitted by the prior subsection
hereof),or(b)for my other legal cause it may assert in good faith against OCSD. In the event of any
such suit or other legal proceeding, the substantially prevailing Party shall be entitled to
reimbursement of its reasonable attorneys' fees incurred.
Section 7. Oneoine Condition of Provenly. OCSD shall maintain the Facilities in an orderly
mamer while they are located on the Property, and shall remove all debris, trash, equipment, and
other materials used by OCSD (including its consultants, contractors and subcontractors)
immediately upon completion of installation of Facilities and/or regular maintenance and repair
work. Additionally, OCSD shall (including its consultants, contractors and subcontractors), to the
extent feasible, at the completion of each day's work, maintain the Property (and as applicable the
Adjacent Parcel)to as close to the same condition as it existed at the commencement of that day.
Section 8. Condition of Proverty at Effective Date. GGSD represents and warrants, to the
best of the actual knowledge of the Sanitation Division Supervisor, who is the current lead staff
person during preparation of this Agreement, that the Property is free of hazardous materials and
4947d217-Mg.1 4
environmental contamination. Subject to the preceding sentence, OCSD accepts the Property and all
conditions thereon as may exist from now and during the Term without any further representation or
warranty from GGSD (or any of its elected or appointed officials, employees, agents or
representatives), and without any duty of GGSD to wam of any conditions. Accordingly, OCSD
(and all of its elected or appointed officials, employees, agents and representatives) knowingly and
intentionally assumes all risks associated with the Site Access, Property, the Adjacent Parcel, the
Facilities, and the Facilities Use arising out of or related in any manner to the License and/or this
Agreement
Section 9. Under round Activities. OCSD shall determine the presence or absence of
underground utilities and structures prior to conducting subsurface work, if any, at the Properly.
During the Term and as and if applicable, OCSD shall make a complete and diligent inquiry with
Underground Service Alert of Southern California (aka Dig Alert) to register, identify and mark
facilities at the Property affected by this Agreement. In addition, OCSD shall provide appropriate
notification to, and obtain all required permits from, applicable regulatory authorities prior to
conducting work at the Properly.
Section 10. Cost. Any work performed by OCSD at near,beneath, or related to the Facilities or
this Agreement shall be and remain at the sale cost and expense of OCSD. During the Term,OCSD
shall keep the Property free and clear of all liens or encumbrances, including without limitation
mechanics liens,stop notices,judgments, in any way related to the operation of OCSD's Facilities.
Section 11. Insurance: Commencement of Work OCSD and each of OCSD's consultants,
contractors and subcontractors shall not commence work under this Agreement until all certificates
and endorsements have been received and approved by GGSD risk management GGSD shall not
unreasonably withhold, condition or delay the approval required by this section or any of the
subsections listed below. OCSD shall be responsible to collect and maintain all insurance from each
and all consultants and contractors, and each subcontractor shall too obtain and maintain the same
insurance as required of OCSD and its consultants and contractors.
(a) Workers Compensation In once. For the duration of this Agreement, OCSD shall
maintain Workers Compensation Insurance in the amount and type required by California law, if
applicable. The insurer shall waive its rights of subrogation against the GGSD, City of Garden
Grove,and their respective officers,officials,agents,employees,and volunteers.
(b) Additional Coverages and Insurance Amounts. OCSD shall provide and maintain the
following insurance for the duration of this Agreement:
(i) Commercial general liability, in an amount not less than $2,000,000 per
occurrence, $4,000,000 aggregate; (claims made and modified occurrence policies are not
acceptable). Insurance companies must be acceptable to GGSD and have an AM Best's Guide
Rating of A-,Class VU or better,as approved by the GGSD.
(A) An Additional Insured Endorsement, ongoing and
products-completed operations, for the policy under Section I1(bxi) shall designate GGSD and the
City of Garden Grove as additional msmeds for liability arising out of work or operations performed
by or on behalf of the OCSD. OCSD shall provide to GGSD proof of insurance and endorsement
forms that conform to GGSD's requirements,as approved by the GGSD.
4847-4 r-Mll 5
(ii) Automobile liability in an amount not less than$1,000,000 combined single
limit;(claims made and modified occurrence policies are not acceptable). Insurance companies must
be acceptable to GGSD and have an AM Best's Guide Rating of A-,Class VII or better,as approved
by the GGSD.
(A) An Additional Insured Endorsement for the policy under Section
1l(b)(ii)shall designate GGSD and the City of Garden Grove as additional insureds for automobiles
owned, leased, hired, or borrowed by the OCSD and shall provide to GGSD proof of insurance and
endorsement forms that conform to GGSD's requirements,as approved by the GGSD.
(iii) Excess liability coverage shall be provided for any underlying policy that
does not meet the insurance requirements set forth herein (claims made and modified occurrence
policies are not acceptable).
(A) In the event any of OCSD's underlying policies do not meet policy
limits within the insurance requirements, OCSD shall provide the schedule of underlying polices for
a follows form excess liability policy under Section 11(b)(vi). The insurance tamer shall state that
the excess policy follows form on the insurance certificate and provide an additional insured
endorsement for the excess liability policy designating GGSD, City of Garden Grove, and their
respective officers, officials, employees, agents, and volunteers as additional insureds. OCSD shall
provide to GGSD proof of insurance and endorsement forms that conforn to GGSD's requirements,
as approved by the GGSD.
(e) Insurance companies must be acceptable to GGSD and have a Best's Guide Rating of
A-,Class VII or better,as approved by the GGSD.
(d) For any claims related to this Agreement, OCSD's insurance coverage shall be
primary insurance as respects GGSD and the City of Garden Grove. Any insurance or self-insurance
maintained by the GGSD and the City of Garden Grove shall be excess of the OCSD's insurance and
shall not contribute with it OCSD shall provide to GGSD proof of insurance and endorsement forms
that conform to GGSD's requirements, as approved by the GGSD.
(a) All consultants, contractors and subcontractors shall be required to provide the same
insurance as required of OCSD hereinabove. OCSD shall be responsible to collect and maintain all
insurance from all contractors and subcontractors. OCSD shall ensure that all insurance received
from all contractors, subcontractors, and consultants meets and/or exceeds the requirements of the
contract as approved by GGSD. OCSD shall provide all insurance to GGSD upon request, including
certified copies of all policies.
(1) If OCSD maintains higher insurance limits than the minimums shown above, OCSD
shall provide coverage for the higher insurance limits otherwise maintained by OCSD.
(g) OCSD may self-insure against any of the risks described in this section, and if it
elects to do so shall provide GGSD with a letter of self-insurance within five days after the Effective
Date.
4947<227-0289.1 8
Section 12. Indemnity.
(a) OCSD Indemnification of GGSD and City. OCSD shall protect,indemnify,defend
and hold harmless GGSD, the City and their respective elected and appointed officials, officers,
employees, counsels, agents and volunteers (collectively, "Indemnitees") from and against any and
all claims, demands, obligations,damages (including consequential and/or punitive damages), costs,
liabilities, actions and judgments (collectively, "Claims') including, without limitation, Claims for
injury or damage to persons or property, and Claims for penalties, fines and reasonable atromey's
fees and costs (including attorneys fees and costs incurred to enforce this indemnity), incurred in
connection with or arising from OCSD's acts or omissions related to this License; provided,
however,that this indemnity shall not apply to the extent of any negligence or willful misconduct of
Indemnitees that occurs after the Effective Date. Further, OCSD shall have no liability to
Indemaitees or to any other person or entity by reason of, nor shall OCSD have any duty to
indemnify, defend or hold any person harmless against, any claim, demand, damage, loss, action,
liability,cause of action or judgment, including,without limitation,any claim for diminution in value
of the Property or for environmental remediation or clean-up costs, arising out of or in connection
with OCSD having discovered, inadvertently disturbed and/or reported (as may be required by law)
any adverse physical condition, existing hazardous materials, or other defect with respect to the
Property that may exist on or about the Property as ofthe Effective Date.
(b) GGSD Indemnification of OCSD. GGSD shall protect, indemnify,defend and hold
harmless OCSD and its respective elected and appointed officials, officers, employees, counsel,
agents and volunteers ("OCSD Indemnified Parties") from and against any and all Claims made
against any of the OCSD Indemnified Parties arising out GGSD's operations at the Property, or my
acts,omissions,negligence,willful misconduct,or breach of this Agreement by GGSD.
Section 13. Specific Purpose License Only: No Easement or Other Interest Granted.
This Agreement is intended and shall be construed as a license to enter upon the Property for the Site
Access and to operate the Facilities at the Property, and is not and shall not be construed,directly or
indirectly, as a grant of easement or any other interest in the Property (or the Adjacent Parcel).
Except as expressly set forth herein, no other rights are created by the License granted by this
Agreement.
Section 14. Attorneys' Fees. If either of the Parties is required to engage an attorney or institute
an action in order to enforce any of the provisions of this Agreement, the prevailing Party will be
entitled to reasonable attorneys' fees and court costs which may be incurred.
Section 15. Notices. All notices required or permitted hereunder must be in writing and must be
personally delivered or seat by registered or certified mail,postage prepaid, return receipt requested,
delivered or sent by recognized overnight courier and will 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, or(ii)three(3)business days after the date of posting by the United
States Post Office if by mail. Notices or other communications shall be addressed as follows:
4a 74W-G2aa.t 7
To OCSD: Orange County Sanitation District
Post Office Box 8127
Fountain Valley,CA 92728-8127
Attention:James D.Herberg,General Manager
with a copy to: Lewis Brisbois Bisgaard&Smith LLP
633 W.Sth St.,Suite 4000
Los Angeles,CA 90012
Attn:Claire Hervey Collins,Esq.
To GGSD: Garden Grove Sanitary District
11222 Acacia Parkway
Garden Grove,CA 92840
Attention:William E.Murray,Public Works Director
With copy to: Legal Counsel,GGSD
Section 16. Jurisdiction.In the event of a dispute regarding performance or interpretation of this
Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior
Court of California for Orange County.
Section 17. No Third Party Beneficiaries. Except as to the insurance and indemnity
requirements that intentionally include the City of Garden Grove(and Indemnitees), this Agreement
is entered into by and for OCSD and GGSD and is not intended to establish rights or interests in
individuals or entities not a party hereto. This Agreement is binding upon the Parties and their
respective successors, representatives, heirs, and assigns. OCSD shall not assign this Agreement or
any rights hereunder without the prior written consent of GGSD,which may be given or withheld in
GGSD's sole,reasonable discretion.
Section 18. Force Maienre. Except for the payment of money, neither Party shall be liable for
my delays or other non-performance resulting from circumstances or causes beyond its reasonable
control,including without limitation,fire or other casualty,Act of God,strike or labor dispute,war or
other violence,acts of third-parties, or my law,order, or requirement of my governmental agency or
authority.
Section 19. Governing Law. This Agreement is governed by the laws of the State of California
Section 20. Entire Agreement. This Agreement constitutes the entire understanding and
agreement between the Parties and supersedes all previous negotiations and agreements between the
Parties pertaining to the subject matter hereof.
Section 21. 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 my succeeding breach of the same or
other covenants,conditions or obligations of this Agreement
Section 22. Amendments. This Agreement may be modified or amended only by a written
document executed by both OCSD and GGSD.
48474227-0289.1 a
Section 23. Severability.If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
Section 24. Agreement Execution and Authorization. Fach of the undersigned represents and
warrants that they are duly authorized to execute and deliver this Agreement and that such execution
is binding upon the entity on whose behalf they are executing this Agreement.
[signature blocks on next page]
48474227-0289.1 9
[continued from previous page]
This Site Access and License Agreement (Pifjany Pump Station Odor/Corrosion Control
Facilities)has been executed as of the Effective Date.
ORANGE COUNTY SANITATION DISTRICT,
a county sanitation district
By:
Gregory C.Seboum,PLS
Board Chair
ATTEST:
Kelly Lore
Clerk of the Board
APPROVED AS TO FORM:
Lewis Brisbois Bisgaard&Smith,LLP
By: �-4VW�
Claire Hervey Collins
Special Counsel
GARDEN GROVE SANITARY DISTRICT,
a public body c,orpomte and politic
By: lelor L. Aw
coS�ea,General Manager
ATTEST:
�- Wo - l Di1n l [ off_
Teresa Pomeroy,Secretary
APPROVED AS TO FORM:
Stmdling Yocca Carlson&Rauth
By:
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Garden
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Tiffany Pump Station,Electrical Service Conduit Junction Boa and Existing
Chemical Storage and Dosing Equipment located at 12782 Bailey Street
Garden Grove,CA 92845
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Conduit run, electrical se
HZ, 30A, terminating in a
10 feet of the dosing mo
48474Mr 289.1 Exhibit B
Facilities
Page 1 of 5
Tiffany Pump Station,Existing Chemical Storage and Dosing Equipment located at 12782
Bailey Street Garden Grove,CA 92845
4MMn7-0289.1 Exhibit B
Facilities
Page 2 of 5
Pump and Enclosure Details
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Facilities
Page 3 of 5
Photograph of Existing Pump and Monitor/Controller
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Facilities
Page 4 of 5
Site Plan of Facilities
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Facilities
Page 5 of 5
OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir.
12/05/17 12/20/17
AGENDA REPORT emNumber Item Number
7 9
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126
GENERAL MANAGER'S RECOMMENDATION
A. Award a Construction Contract to AMTEK Construction for the Safety
Improvements Program, Contract No. J-126 A and H, for a total amount not to
exceed $452,757; and
B. Approve a contingency of$45,276 (10%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) owns and operates facilities
that were designed and constructed from the 1950s to present. In July 2014, the Facility
Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation
District Plant Nos. 1 and 2 and pump stations. The study identified approximately 2,000
facility issues impacting worker safety and compliance with Cal/OSHA regulations,
including electrical, fall protection, machine guarding, hazardous area classifications,
skylights, and walkway hazards. Each item was assigned a high, medium, or low priority
rating. Pending resolution of the safety items, the Sanitation District took interim
measures to minimize life-safety risks.
There was approximately an even distribution between issues that would be addressed
using Sanitation District resources and those that would be addressed through the Capital
Improvement Program, depending on the nature and complexity. Items that could not be
assigned to existing projects have been assigned to the Safety Improvements Program,
Project No. J-126.
To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project
No. J-126, is being executed through multiple construction packages that can be
completed in a shorter time than using a single construction contract. Development of
multiple construction packages also allows higher priority safety items to be completed
more quickly than lower priority items.
RELEVANT STANDARDS
Provide a safe and collegial workplace
Page 1 of 3
PROBLEM
Among the various Project No. J-126 deficiencies are 11 roof and other fall protection
deficiencies at Bay Bridge and Slater Pump Stations and 31 hot surface deficiencies at
Plant Nos. 1 and 2.
PROPOSED SOLUTION
Award Construction Contract No. J-126 A and H.
TIMING CONCERNS
Delaying resolution of the safety items poses potential threats to staff, Contractor, and
visitor safety.
RAMIFICATIONS OF NOT TAKING ACTION
• Staff, Contractors, and visitors will continue to be exposed to potential safety hazards.
• Certain facilities will continue to not comply with code requirements.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Sanitation District advertised Contract No. J-126 A and H for bid on June 22, 2017,
and three sealed bids were received on August 8, 2017. A summary of the bid opening
is as follows:
Engineer's Estimate $ 646,159
Bidder Amount of Bid
AMTEK Construction $ 452,757
Schuler Constructors, Inc. $ 568,300
PCL Construction, Inc. $ 601,171
The bids were evaluated in accordance with the Sanitation District's policies and
procedures. A notice was sent to all bidders on November 9, 2017, informing them of the
intent of Sanitation District staff to recommend award of the Construction Contract to
AMTEK Construction.
Staff recommends awarding a construction contract to the lowest responsive bidder,
AMTEK Construction, for Safety Improvements Program, Contract No. J-126 A and H,for
a total amount not to exceed $452,757.
Page 2 of 3
CEQA
A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is
exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section
15301). The exemption calls for minor alteration of existing public or private structures,
facilities, mechanical equipment, involving negligible or no expansion of use beyond that
existing at the time of the lead agency's determination. This project calls for safety related
modifications of existing facilities which will have no impact to existing capacity.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted (FY2017-18 Budget Update, Appendix, Page
A-8, Project No. J-126), and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
Construction Contract
TG:dm:gc
Page 3 of 3
PART A
CONTRACT AGREEMENT
C-CA-011317
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION - 1 GENERAL CONDITIONS..................................................................1
SECTION -2 MATERIALS AND LABOR.................................................................4
SECTION -3 PROJECT..........................................................................................4
SECTION -4 PLANS AND SPECIFICATONS ........................................................5
SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5
SECTION -6 TIME IS OF THE ESSENCE .............................................................5
SECTION -7 EXCUSABLE DELAYS......................................................................6
SECTION -8 EXTRA WORK...................................................................................6
SECTION -9 CHANGES IN PROJECT...................................................................7
SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7
SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................7
SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF
FUNDS ..............................................................................................9
SECTION - 13 COMPLETION.................................................................................10
SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10
SECTION - 15 SURETY BONDS ............................................................................12
SECTION - 16 INSURANCE....................................................................................13
SECTION - 17 RISK AND INDEMNIFICATION.......................................................21
SECTION - 18 TERMINATION................................................................................21
SECTION - 19 WARRANTY....................................................................................21
SECTION -20 ASSIGNMENT.................................................................................22
SECTION -21 RESOLUTION OF DISPUTES ........................................................22
SECTION -22 SAFETY& HEALTH ........................................................................23
SECTION -23 NOTICES.........................................................................................23
C-CA-011317
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
CONTRACT NO. J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
THIS AGREEMENT is made and entered into, to be effective, this December 20, 2017, by and
between AMTEK Construction, hereinafter referred to as"CONTRACTOR" and the Orange
County Sanitation District, hereinafter referred to as "OCSD".
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OCSD and CONTRACTOR agree as follows:
SECTION-1 GENERAL CONDITIONS
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR's investigation of all such matters and is in no way relying upon
any opinions or representations of OCSD. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
"Contract Documents" refers to those documents identified in the definition of"Contract
Documents" in the General Conditions—Definitions.
CONFORMED C-CA-011317
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 1 of 24
1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements—the last in time being the first in precedence
b. Addenda issued prior to opening of Bids—the last in time being the first in
precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report(GBR), if attached as a Contract Document
I. Plans and Specifications—in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
iIL 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
C-CA-011317 CONFORMED
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 2 of 24
directed. Full-size details shall take precedence over scale Drawings as to
shape and details of construction. Specifications shall govern as to material
and workmanship.
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-011317
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 3 of 24
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. J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
C-CA-011317 CONFORMED
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 4 of 24
SECTION -4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
CONTRACT NO. J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION—5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth
in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently
prosecute the Work to completion within two hundred seventy (270) Days from the effective
date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by
OCSD as set forth in Sections 7, 6, and 9 hereof, and applicable provisions in the General
Conditions. The time for completion includes five (5) Days determined by OCSD likely to be
inclement weather when CONTRACTOR will be unable to work.
SECTION—6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
which the Work is to be performed and shall have the right to decide the time or order in which
CONFORMED C-CA-011317
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 5 of 24
the various portions of the Work shall be installed or the priority of the Work of Subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION—7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Work as specifically provided in General Conditions, "Extensions for Delay", and the General
Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work".
Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, "Extension of Time for Delay" and
"Contract Price Adjustments and Payments", and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work".
OCSD's decision will be conclusive on all parties to this Contract.
SECTION—8 EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OCSD specifying the exact nature of the Extra Work and the amount of extra
compensation to be paid all as more particularly set forth in Section 9 hereof and the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated
Changes", and "Contract Price Adjustments and Payments".
In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any,
reasonably required for CONTRACTOR to perform the Extra Work, as determined by the
ENGINEER. The decision of the ENGINEER shall be final.
C-CA-011317 CONFORMED
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 6 of 24
SECTION — 9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Documents, including but not limited to
changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER
Initiated Changes".
SECTION—10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
"Liquidated Damages."
SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the
faithful performance of this Contract, subject to any additions or deductions as provided in
approved Change Orders, the sum of Four Hundred Fifty-Two Thousand Seven Hundred
Fifty-Seven Dollars ($452,757) as itemized on the Attached Exhibit"A".
CONFORMED C-CA-011317
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 7 of 24
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 Work a schedule which shows:
1. A minimum of one (1) payment to be made to the CONTRACTOR for each
successive four-week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract.
Payment applications shall also be accompanied with all documentation, records, and
releases as required by the Contract, Exhibit A, Schedule of Prices, and General
Conditions, "Payment for Work—General'. The Total amount of Progress Payments shall
not exceed the actual value of the Work completed as certified by the ENGINEER. The
processing of payments shall not be considered as an acceptance of any part of the Work.
C-CA-011317 CONFORMED
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 8 of 24
B. As used in this Section, the following defined terms shall have the following meanings:
1. "Net Progress Payment' means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. "Progress Payment' means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
C. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
3. "Retention Amount'for each Progress Payment means the percentage of each
Progress Payment to be retained by OCSD to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions—"Retained Funds; Substitution of
Securities."
SECTION-12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions—"Retained Funds;
Substitution of Securities."
CONFORMED C-CA-011317
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 9 of 24
SECTION - 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General
Conditions.
SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION
A. Davis-Bacon Act:
CONTRACTOR will pay and will require all Subcontractors to pay all employees on said
Project a salary or wage at least equal to the prevailing rate of per diem wages as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft
or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act
shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when
twenty-five percent (25%)or more of the Contract is funded by federal assistance. If the
aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied
with are incorporated herein as a part of this Contract and referred to by reference.
B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Engineering Department. The CONTRACTOR agrees that not
less than said prevailing rates shall be paid to workers employed on this public works
Contract as required by Labor Code Section 1774 of the State of California. Per California
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Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages
at its principal office and at each job site, which shall be made available to any interested
party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00)for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the
employment of apprentices are applicable to this Contract and the CONTRACTOR shall
comply therewith if the prime contract involves thirty thousand dollars ($30,000.00)or more.
E. Workday:
In the performance of this Contract, not more than eight(8) hours shall constitute a day's
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by it hereunder except as provided in paragraph (B)above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seg.)of the
Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of
twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by
CONTRACTOR or any Subcontractor for each calendar day during which any worker is
required or permitted to labor more than eight (8) hours in any one (1)calendar day and
forty (40) hours in any one (1)week in violation of said Article. CONTRACTOR shall keep
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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: Insoection:
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(e).
SECTION—15 SURETY BONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OCSD's General Counsel—one in the amount of one hundred percent(100%) of the
Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of
one hundred percent (100%)of the Contract amount to guarantee payment of all claims for labor and
materials furnished. As changes to the Contract occur via approved Change Orders, the
CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain one hundred
percent (100%)of the Contract Price. This Contract shall not become effective until such Bonds are
supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State
Insurance Commissioner to do business in California. The Performance Bond shall remain in full
force and effect through the warranty period, as specified in Section 19 below. All Bonds required to
be submitted relating to this Contract must comply with California Code of Civil Procedure Section
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995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or
the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take
and certify acknowledgments, and either one of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION— 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OCSD pursuant to the provisions of the General
Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OCSD by
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
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obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
"Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated
Changes", the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter
OCSD Premises/worksite without Possessing the required insurance coverage.
CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"),
The Special Provisions may list such requirements and sample forms and requirements from such
Third Parties may be included in an attachment to the General Requirements. CONTRACTOR
bears the responsibility to discover and comply with all requirements of Third Parties, including
meeting specific insurance requirements, that are necessary for the complete performance of the
Work. To the extent there is a conflict between the Third Parties' insurance requirements and
those set forth by OCSD herein, the requirement(s) providing the more protective coverage for
both OSCD and the Third Parties shall control and be purchased and maintained by
CONTRACTOR.
A. Limits of Insurance
1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
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b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Five Million
Dollars ($5,000,000)which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions.
C. Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d. Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e. Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
f. Independent CONTRACTOR's Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OCSD or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
assume responsibility of insurer until the deductible, SIR or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the General Liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
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h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile
Liability Insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limits
of liability coverage:
Either(1)a combined single limit of Five Million Dollars ($5,000,000) and a general
aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury
and property damage;
Or alternatively, (2) Five Million Dollars ($5,000,000) 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. Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable by OCSD.
5. Worker's Compensation/EmDlover's Liability: CONTRACTOR shall provide such
Worker's Compensation Insurance as required by the Labor Code of the State of
California, including employer's liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
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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.
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
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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 thirty(30)days prior notice of such an event to
OCSD, or to have its insurance broker/agent send to OCSD a certified letter
describing the changes in coverage and any increase in deductible or SIR
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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 VIII, or better, in accordance with the most current A.M. Best Rating Guide. OCSD
recognizes that State Compensation Insurance Fund has withdrawn from participation in the
A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation
Insurance Fund for the required policy of worker's compensation insurance, subject to
OCSD's option, at any time during the term of this Contract, to require a change in insurer
upon twenty (20)days written notice. Further, OCSD will require CONTRACTOR to
substitute any insurer whose rating drops below the levels herein specified. Said substitution
shall occur within twenty(20) days of written notice to CONTRACTOR by OCSD or its agent.
E. Verification of Coverage
CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements
affecting coverage. Said policies and endorsements shall conform to the requirements
herein stated. All certificates and endorsements are to be received and approved by
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OCSD before Work commences. OCSD reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, affecting the coverage
required by these Specifications at any time.
F. Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations
and work. OCSD and any public agency issuing permits for the Project must be named as
"Additional Insured"on any General Liability or Automobile Liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced
required documents.
G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability Form 25
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are listed in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
a. Commercial General Liability Form CG-0001 10 01
b. Additional Insured Including Form CG-2010 10 01 and
Products-Completed Operations Form CG-2037 10 01
C. Waiver of Transfer of Rights of Form CG-2404 11 85; or
Recovery Against Others to Us/ Form CG-2404 10 93
Waiver of Subrogation
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3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Endorsement No. 2570
b. Cancellation Notice Endorsement No. 2065
4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement
SECTION—17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep OCSD and others harmless as more specifically set forth in
General Conditions, "General Indemnification".
SECTION-18 TERMINATION
This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial
failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be
terminated by OCSD for its convenience provided that such termination is effectuated in a manner
and upon such conditions set forth more particularly in General Conditions, "Termination for
Default" and/or"Termination for Convenience", provided that no termination may be effected
unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said
General Conditions. If termination for default or convenience is effected by OCSD, an equitable
adjustment in the price provided for in this Contract shall be made at the time and in the manner
provided in the General Conditions, "Termination for Default"and "Termination for Convenience".
SECTION—19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OCSD's designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final
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Completion' that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OCSD may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any
corrected deficiency until the later of(1)the remainder of the original one-year warranty period;
or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and
the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OCSD may have against the CONTRACTOR
for faulty materials, equipment or Work.
SECTION-20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OCSD unless such assignment has had prior written
approval and consent of OCSD and the Surety.
SECTION—21 RESOLUTION OF DISPUTES
OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which
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.
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SECTION—22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled "Safety" and Exhibit B OCSD Safety Standards.
SECTION-23 NOTICES
Any notice required or permitted under this Contract may be given by ordinary mail at the
address set forth below. Any party whose address changes shall notify the other party in
writing.
TO OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Clerk of the Board
Copy to: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Construction Manager
Bradley R. Hogin, Esquire
Woodruff, Spradlin & Smart
555 Anton Boulevard, Suite 1200
Costa Mesa, California 92626
TO CONTRACTOR: AMTEK Construction
12409 Slauson Avenue, Suite"I"
Whittier, CA 90606
Copy to: Steven Sayce, President
AMTEK Construction
12409 Slauson Avenue, Suite"I"
Whittier, CA 90606
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: AMTEK Construction
12409 Slauson Avenue, Suite "I"
Whittier, CA 90606
By
Printed Name
Its
CONTRACTOR's State License No. 490382 (Expiration Date—4/30/2019)
OCSD: Orange County Sanitation District
By
Gregory C. Sebourn, PLS
Chair, Board of Directors
By
Kelly A. Lore
Clerk of the Board
By
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
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EXHIBIT A
SCHEDULE OF PRICES
C-EXA-080414
TABLE OF CONTENTS
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION.............................................................................1
EXA-2 PROGRESS PAYMENTS ..................................................................................1
EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1
EXA-4 STOP PAYMENT NOTICE.................................................................................3
EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3
EXA-6 PAYMENT OF TAXES .......................................................................................3
EXA-7 FINAL PAYMENT...............................................................................................4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5
ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7
ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8
C-EXA-080414
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of
Prices, and all other applicable terms and conditions of the Contract
Documents.
EXA-2 PROGRESSPAYMENTS
Progress payments will be made in accordance with all applicable terms and
conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement—Section 11 —"Contract Price and Method of
Payment;"
2. General Conditions—"Payment—General";
3. General Conditions—"Payment—Applications for Payment';
4. General Conditions—"Payment— Mobilization Payment Requirements;'
5. General Conditions—"Payment— Itemized Breakdown of Contract Lump
Sum Prices";
6. General Conditions—"Contract Price Adjustments and Payments";
7. General Conditions—"Suspension of Payments";
8. General Conditions—"OCSD's Right to Withhold Certain Amounts and
Make Application Thereof"; and
9. General Conditions—"Final Payment."
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OCSD shall retain a percentage of each progress payment to assure
satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions—
"Retained Funds; Substitution of Securities". In all contracts between
CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
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B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions—"Retained Funds; Substitution of Securities." Payment of
Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may
request and OCSD shall make payment of retention earned directly to the
escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the
payments into securities consistent with Government Code §16430 and the
CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the
CONTRACTOR. Upon satisfactory completion of the Contract, the
CONTRACTOR shall receive from the escrow agent all securities, interest and
payments received by the escrow agent from OCSD, pursuant to the terms of
this article. The CONTRACTOR shall pay to each Subcontractor, not later than
twenty (20) Days after receipt of the payment, the respective amount of interest
earned, net of costs attributed to retention withheld from each Subcontractor,
on the amount of retention withheld to ensure the performance of the
Subcontractor. The escrow agreement used by the escrow agent pursuant to
this article shall be substantially similar to the form set forth in §22300 of the
California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract.
D. Additional Deductibles:
In addition to the retentions described above, OCSD may deduct from each
progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for
progress payment;
2. Deductions from previous progress payments already paid, due to OCSD's
discovery of deficiencies in the Work or non-compliance with the
Specifications or any other requirement of the Contract;
3. Sums expended by OCSD in performing any of the CONTRACTOR's
obligations under the Contract that the CONTRACTOR has failed to
perform, and;
4. Other sums that OCSD is entitled to recover from the CONTRACTOR
under the terms of the Contract, including without limitation insurance
deductibles and assessments.
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The failure of OCSD to deduct any of the above-identified sums from a
progress payment shall not constitute a waiver of OCSD's right to such sums or
to deduct them from a later progress payment.
EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other
provisions of the Contract, OCSD shall retain from progress payments
otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%)of the amount claimed under any stop payment notice under
Civil Code §9350 at. seq. or other lien filed against the CONTRACTOR for
labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other
alleged contribution thereto. In addition to the foregoing and in accordance with
Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop
payment notices by refusing to release funds held in escrow pursuant to public
receipt of a release of stop payment notice executed by a stop payment notice
claimant, a stop payment notice release bond, an order of a court of competent
jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR
has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) Days
after receipt of each progress payment as required by the California
Business and Professions Code §7108.5. Such payments to
Subcontractors shall be based on the measurements and estimates made
pursuant to article progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of
Work performed by such Subcontractors not later than seven (7) Days after
CONTRACTOR's receipt of said retention proceeds from OCSD as
required by the California Public Contract Code §7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price
includes full compensation to the CONTRACTOR for all taxes. The
CONTRACTOR shall pay all Federal, State, and local taxes, and duties
applicable to and assessable against any Work, including but not limited to
retail sales and use, transportation, export, import, business, and special taxes.
The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OCSD reviews,
confirming that tax payments are current at all times.
CONFORMED C-EXA-080414
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 3 of 8
EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, "Final Acceptance and Final Completion", and after
Resolution of the Board authorizing final payment and satisfaction of the
requirements as more particularly set forth in General Conditions—"Final
Payment", a final payment will be made as follows:
1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OCSD, including:
a. The proposed total amount due the CONTRACTOR, segregated by
items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each
Subcontractor(per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the
CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled Claims, stating claimed amounts, and copies
of any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every Claim that resulted in litigation or arbitration which
the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is
resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory
to OCSD, arising out of or filed in connection with the Work. Prior progress
payments shall be subject to correction in OCSD's review of the application
for Final Payment. Claims filed with the application for Final Payment must
be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OCSD will review the CONTRACTOR's
application for Final Payment. Any recommended changes or corrections
will then be forwarded to the CONTRACTOR. Within ten (10) Days after
receipt of recommended changes from OCSD, the CONTRACTOR will
C-EXA-080414 CONFORMED
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 4 of 8
make the changes, or list Claims that will be filed as a result of the
changes, and shall submit the revised application for Final Payment. Upon
acceptance by OCSD, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for
Final Payment, and no Claims remain unsettled within thirty-five (35) Days
after Final Acceptance of the Work by OCSD, and agreements are reached
on all issues regarding the application for Final Payment, OCSD, in
exchange for an executed release, satisfactory in form and substance to
OCSD, will pay the entire sum found due on the approved application for
Final Payment, including the amount, if any, allowed on settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims
arising under the Contract, except for Claims that with the concurrence of
OCSD are specifically reserved, and shall release and waive all unreserved
Claims against OCSD and its officers, directors, employees and authorized
representatives. The release shall be accompanied by a certification by the
CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are
related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid Claim against the
CONTRACTOR or OCSD which has not been communicated in writing
by the CONTRACTOR to OCSD as of the date of the certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any Claims remain open, OCSD may make Final Payment subject to
resolution of those Claims. OCSD may withhold from the Final Payment an
amount not to exceed one hundred fifty percent(150%) of the sum of the
amounts of the open claims, and one hundred twenty-five percent (125%)
of the amounts of open stop payment notices referred to in article entitled
stop payment notices herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on
final payment from each Subcontractor and Supplier providing Work under
the Contract(per Civil Code Section 8138) and an unconditional waiver and
release on final payment on behalf of the CONTRACTOR (per Civil Code
Section 8138)within thirty (30) Days of receipt of Final Payment.
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OCSD's acceptance of the application for Final Payment and
irrespective of whether it is before or after Final Payment has been made,
OCSD shall not be precluded from subsequently showing that:
CONFORMED C-EXA-080414
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
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1. The true and correct amount payable for the Work is different from that
previously accepted;
2. The previously-accepted Work did not in fact conform to the Contract
requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OCSD also shall not be stopped from demanding and recovering damages
from the CONTRACTOR, as appropriate, under any of the foregoing
circumstances as permitted under the Contract or applicable law.
C-EXA-080414 CONFORMED
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 6 of 8
ATTACHMENT 1 —CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows:
That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OCSD in accordance with the
Contract.
I understand that it is a violation of both the federal and California False Claims Ads to
knowingly present or cause to be presented to OCSD a false claim for payment or
approval.
A claim includes a demand or request for money. It is also a violation of the False
Claims Acts to knowingly make use of a false record or statement to get a false claim
paid. The term "knowingly" includes either actual knowledge of the information,
deliberate ignorance of the truth or falsity of the information, or reckless disregard for the
truth or falsity of the information. Proof of specific intent to defraud is not necessary
under the False Claims Acts. I understand that the penalties under the Federal False
Claims Ad and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OCSD may have either under Contract or law.
I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the
Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments
received under the Contract, and timely payments will be made from the proceeds of
the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime
CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and
4. This certification is not to be construed as Final Acceptance of a Subcontractors
performance.
Name
Title
Dale
CONFORMED C-EXA-080414
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 7 of 8
ATTACHMENT 2—SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (AMTEK Construction)
BF-14 Schedule of Prices, Pages 1-2
C-EXA-080414 CONFORMED
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 8 of 8
Bid Submitted By: AMTEK CONSTRUCTION
(Name of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For unit prices, it is understood that the following quantities are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantities in the completed Work,whether they be
more or less than those shown. Bidders compensation for the Work under the Contract
Documents will be computed based upon the lump sum amount of the Contract at time of
award, plus any additional or deleted costs approved by OCSD via approved Change Orders,
pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line item,
leaving no blanks. Any and all modifications to the Bid must be 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. Federal and/or State. and any other special taxes,sales taxes. Federal and/or State. and any other special taxesoatent riahts orriahts or
royalties shall be included inroyalties shall be included in theoricesquoted in this Bid.
this Bid.
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL
AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW.
Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and
services for the construction of the Project per the Invitation for Bids.
E"
BF-14 SCHEDULE OF PRICES C-BF-021115
CONTRACT NO.J-125 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 1 of 2
l 1
Bid Submitted By: AMTEK CONSTRUCTION
(Name of Firm)
EXHIBIT A
SCHEDULE OF PRICES
BASE BID ITEMS (Refer to Note 1 in the Instructions):
Item Oescd lion Unitof Appron
Ne. P Measurement city Unit Price Extended Price
1. Mobilization, initial progress payment for all fees, labor, materials and
equipment required for mobilization, staging area, Bonds, Baseline Lump Sum 1 = $25,000.00
Construction Schedule,and other activities in conformance with the
Contract Documents, for the lump sum price of.:
2. Furnish all labor, materials and equipment necessary for the completion of
the Contract Work, except for the Work specified for Item No. 1 above, in Lump Sum 1 = $ 427,757.00
conformance with the Contract Documents,for the lump sum price of:
TOTAL AMOUNT of BID (BASIS of AWARD) $452,757.00
BF-14 SCHEDULE OF PRICES C-BF-021115
CONTRACT NO.J-126 A and H
SAFETY IMPROVEMENTS PROGRAM
Page 2 of 2
OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir.
12J05/17 12/20/17
AGENDA REPORT emNumber Item Number
8 10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: EDINGER PUMP STATION REHABILITATION STUDY,
PROJECT NO. PS15-02
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Services Agreement with Lockwood, Andrews& Newnam,
Inc., to provide engineering services for the Edinger Pump Station Rehabilitation
Study, Project No. PS15-02, for an amount not to exceed $505,042; and
B. Approve a contingency of$50,504 (10%).
BACKGROUND
Edinger Pump Station was constructed in 1965 and is one of the Orange County
Sanitation District's (Sanitation District)smaller pump stations, located in an underground
vault below Edinger Avenue in the City of Huntington Beach. This station pumps
approximately 2 mgd of sewage from the City of Huntington Beach to the Slater Pump
Station, which then flows to Plant No. 1 in Fountain Valley.
This project will perform a planning-level study for the Edinger Pump Station to determine
if the station should be rehabilitated or abandoned and replaced. This study will develop
and evaluate multiple alternatives that will take into account code compliance, safety, and
access issues.
RELEVANT STANDARDS
• Operate and maintain facilities to minimize impacts on surrounding communities,
including odor, noise, lighting, and safety
• 24/7/365 treatment plant reliability
• Less than 2.1 sanitary sewer spills per 100 miles
• CA Government Code 4526: Select the "best qualified firm" and "negotiate fair
and equitable fees."
PROBLEM
The Edinger Pump Station has corrosion of its piping, wet well, and drywell, in addition to
code compliance, traffic, safety, and access issues.
Page 1 or 4
In its current configuration, the pump station has some major risks, including adjacency
to a flood control channel that threatened to overflow the banks during a major
wet-weather event last winter. The pump station is located in the public right of way and
is accessed through a hatch in the sidewalk. This configuration causes traffic, safety, and
maintenance vehicle parking issues.
PROPOSED SOLUTION
This study will conduct detailed investigative assessments to analyze and determine if
the pump station should be rehabilitated or abandoned and replaced.
TIMING CONCERNS
Continuous deterioration of the pump station could lead to failure, spills, fines, and costly
repairs. Conducting this study now will provide guidance to the Sanitation District's timely
decision-making process in selecting the best solution for its Capital Improvement Project
for long-term reliability, operations, maintenance, safety, and compliance.
RAMIFICATIONS OF NOT TAKING ACTION
Not performing the Edinger Pump Station Rehabilitation Study and providing
recommendations for either rehabilitation, reconstruction, or abandonment and
replacement of the pump station increases the risk of the Sanitation District not selecting
the best capital project for long-term public health and safety.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Consultant Selection:
The Sanitation District advertised a Request for Proposal (RFP) for the Edinger Pump
Station Rehabilitation Study, Project No. PS15-02, on August 9, 2017. The following
evaluation criterion were described in the RFP and used to determine the most qualified
Consultant.
CRITERION WEIGHT
Project Understanding and Approach 35%
Related Project Experience 30%
Project Team and Staff Qualifications 35%
Three proposals were received on September 14, 2017 and evaluated in accordance with
the evaluation process set forth in the Sanitation District Purchasing Ordinance No.
Page 2 d 4
OCSD47 (Purchasing Ordinance), by a pre-selected Evaluation Team consisting of the
following Sanitation District staff.
William Cassidy Engineering Supervisor— Civil and Mechanical Engineering
Raul Cuellar Engineering Supervisor—Collections Const. Management
James Cabral Maintenance Supervisor— Collections Facilities
Wendy Smith Project Engineer- Planning
Hardat Khublall CIP Project Manager— Project Management Office
The Evaluation Team also included one non-voting representative from the Contracts
Administration Division.
Following scoring by the Evaluation Team, all three Consultants were shortlisted for
interviews on October 17, 2017. Following the interviews, each member of the Evaluation
Team ranked the Consultants based on both the proposals and interviews using the
evaluation criterion and weighting described above. Based on the ranking shown below,
Lockwood, Andrews & Newnam, Inc. was selected as the most qualified Consultant.
PROPOSAL EVALUATION
Lockwood,
Andrews & AECOM Tetra Tech
Newnem Inc.
Evaluator 1st 2nd 3rd
Evaluator 1st 2nd 2nd
Evaluator C 1st 2nd 3rd
Evaluator D 2nd 3rd 1st
Evaluator E 1st 2nd 3rd
Overall Ranking 1st 2nd 3rd
The team from Lockwood, Andrews & Newnam, Inc. demonstrated where they have
worked with other agencies and cities to guide them through the process of performing a
similar feasibility Study.
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals. In accordance with the
Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after
approval by the Director of Engineering of the Evaluation Committee's recommendation.
Staff conducted negotiations with Lockwood, Andrews & Newnam, Inc. to clarify the
requirements of the Scope of Work, the assumptions used for the estimated level of effort,
and the proposed approach to meet the goals and objectives for the project.
One negotiation meeting was held that resulted in changes made to the scope of work,
fringe percentage, and overhead rate used in calculation of the Consultant's fees.
Page 3 of 4
Original Fee Negotiated Fee
Proposal
Total Hours 2338 2338
Total Fee $513,583 $505,042
The Consultant's fringe and overhead costs, which factor into the billing rate, have been
substantiated. The contract profit for the prime consultant is 10%, which is based on an
established formula based on the Sanitation District's standard design agreements.
Based on the above, staff has determined that the final negotiated fee is fair and
reasonable for the level of effort required for this project and recommends award of the
Professional Services Agreement to Lockwood, Andrews & Newnam, Inc.
CEQA
A Notice of Exemption will be filed after the Board of Directors approves the proposed
Edinger Pump Station Rehabilitation Study. The study is exempt from CEQA pursuant to
CEQA Guidelines Section 15262 [Feasibility and Planning Studies]. This study will be
used as a planning tool for possible future action. The proposed Edinger Pump Station
Rehabilitation Study will analyze and make recommendations. This will be in regards to
potential infrastructure improvements that may be needed to ensure that the Sanitation
District continues to meet its critical health and safety mandate. In addition,
environmental factors will be taken into account in the study.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. Budget for the project, PS15-02, Edinger Pump Station Rehabilitation Study,
is included in the Master Planning Studies budget update for Fiscal Year 2017-18 (Line
item: Section A-9).
Date of Approval Contract Amount Contingency
12/20/17 $505,042 $50,504 (10%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Professional Services Agreement
HK:sa:gc
Page 4 of 4
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 20' day of December,
2017, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to
as "SANITATION DISTRICT', and LOCKWOOD, ANDREWS & NEWNAM, INC. (LAN), 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 Edinger
Pump Station Rehabilitation Study, Project No. PSIS-02, to provide professional services for
the planning study of the Edinger Pump Station; 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 20, 2017 the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee to approve this
AGREEMENT between the SANITATION DISTRICT and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as
follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional 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.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
Page 1 of 19
B. CONSULTANT is responsible for the quality of work prepared under this
AGREEMENT and shall perform all work in conformance with the skill and care
normally performed by other professionals providing similar work in a similar
location at a similar time to meet industry standards for clarity, uniformity, and
completeness. CONSULTANT shall timely respond to all comments,
suggestions, and recommendations from the SANITATION DISTRICT. All
comments from the SANITATION DISTRICT, or its agent, shall be incorporated
into the work prior to the next review deadline or addressed, in writing, as to why
the comment(s) has/have not been incorporated. CONSULTANT shall ensure
that each submittal is 100% accurate for the level of work submitted (i.e. correct
references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANTS services and/or work product(s) is not to the
satisfaction of the SANITATION DISTRICT and/or does not conform to the
requirements of this AGREEMENT or the applicable industry standards, the
CONSULTANT shall, without additional compensation, promptly correct or revise
any errors or deficiencies in its work product(s)within the timeframe specified by
the Project Manager. The SANITATION DISTRICT may charge to
CONSULTANT all costs, expenses and damages associated with any such
corrections or revisions.
D. Any CADD drawings, figures, and other work produced by CONSULTANT and
Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of
CADD work from any other non-standard CADD format to the SANITATION
DISTRICT format shall not be acceptable in lieu of this requirement.
Electronic files shall conform to the SANITATION DISTRICT specifications. Any
changes to these specifications by the CONSULTANT are subject to review and
require advance written approval of the SANITATION DISTRICT.
Electronic files shall be subject to an acceptance period of 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.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
Page 2 of 19
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for services in accordance with the
following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Five Hundred Five
Thousand and Forty-Two Dollars ($505,042). 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.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
Page 3 of 19
E. Subconsultants
For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
Subconsultant total compensation in accordance with the Subconsultant amount
specified in Attachment"E"- Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000,
CONSULTANT may pay to Subconsultant total compensation on an hourly-rate
basis per Attachment"K"— Minor Subconsultants Hourly Rate Schedule and as
specified in the Scope of Work. The SANITATION DISTRICT shall pay to
CONSULTANT the actual costs of Subconsultant fees and charges in an amount
not to exceed the sum set forth in Attachment"E"- Fee Proposal.
F. Direct Costs
The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants
the actual costs of permits and associated fees, travel and licenses for an
amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The
SANITATION DISTRICT shall also pay to CONSULTANT actual costs for
equipment rentals, leases or purchases with prior approval of the SANITATION
DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION
DISTRICT receipts and other documentary records to support CONSULTANT's
request for reimbursement of these amounts, see Attachment"D"-Allowable
Direct Costs. All incidental expenses shall be included in overhead pursuant to
Section 2 -COMPENSATION above.
G. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to
modifications in scope of work resulting from field investigations and field work
required by Contract. These items may include special equipment, test
equipment and tooling and other materials and services not previously identified.
Refer to attachment"D"Allowable Direct Costs for payment information.
H. Reimbursable Direct Costs
The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable
travel and business expenses as described in this section and further described in
Attachment"D"-Allowable Direct Costs to this AGREEMENT. The reimbursement
of the above mentioned expenses will be based on an "accountable plan" as
considered by Internal Revenue Service (IRS). The plan includes a combination of
reimbursements based upon receipts and a "per diem" component approved by
IRS. The most recent schedule of the per diem rates utilized by the SANITATION
DISTRICT can be found on the U.S. General Service Administration website at
http://www.gsa.gov/portal/category/l 04711#.
The CONSULTANT shall be responsible for the most economical and practical
means of management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. The SANITATION DISTRICT shall apply the
most economic and practical method of reimbursement which may include
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
Page 4 of 19
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 geographical area which includes Orange, Los Angeles, Ventura, San
Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile
mileage is reimbursable if CONSULTANT is required to utilize personal vehicle
for local travel.
Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for
local travel. However, under certain circumstances overnight stay may be allowed
at the discretion of the SANITATION DISTRICT based on reasonableness of
meeting schedules and the amount of time required for travel by the
CONSULTANT. Such determination will be made on a case-by-case basis and at
the discretion of the SANITATION DISTRICT.
Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meal
reimbursements. Per diem rates shall be applied to meals that are appropriate for
travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment"D"-Allowable Direct Costs of this AGREEMENT.
I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services
described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of
the not-to-exceed amount of the AGREEMENT, including approved additional
compensation, CONSULTANT shall notify the SANITATION DISTRICT
immediately, and in writing. This written notice shall indicate the additional
amount necessary to complete the services. Any cost incurred in excess of the
approved not-to-exceed amount, without the express written consent of the
SANITATION DISTRICT's authorized representative shall be at CONSULTANT's
own risk. This written notice shall be provided separately from, and in addition to
any notification requirements contained in the CONSULTANT's invoice and
monthly progress report. Failure to notify the SANITATION DISTRICT that the
services cannot be completed within the authorized not-to-exceed amount is a
material breach of this AGREEMENT.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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3. REALLOCATION OF TOTAL COMPENSATION
The SANITATION DISTRICT, by its Director of Engineering, shall have the right to
approve a reallocation of the incremental amounts constituting the Total Compensation,
provided that the Total Compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period, in a format acceptable to the
SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy
of these costs and provide all support documentation required by the
SANITATION DISTRICT. CONSULTANT understands that submitted costs are
subject to Section 12 Audit Provisions.
B. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by the
SANITATION DISTRICT. The format must include, as a minimum: 1)current
billing period invoicing, 2) current billing period "total percent invoiced to date",
3)future activities, 4) previous billing period "total invoiced to date", 5) potential
items that are not included in the Scope of Work, 6) concerns and possible
delays, 7) percentage of completion to date, and 8) budget status and amount
remaining. Such requests shall be accompanied by such supporting data as may
be required by the SANITATION DISTRICT.
Upon approval of such payment request by the SANITATION DISTRICT,
payment shall be made to CONSULTANT as soon as practicable of one hundred
percent(100%)of the invoiced amount.
If the SANITATION DISTRICT determines that the work under this AGREEMENT
or any specified project element hereunder, is incomplete and that the amount of
payment is in excess of:
I. The amount considered by the SANITATION DISTRICT's Director of
Engineering to be adequate for the protection of the SANITATION
DISTRICT; or
ii. The percentage of the work accomplished for each project element,
The SANITATION DISTRICT may, at the discretion of the Director of
Engineering, retain an amount equal to that which insures that the total amount
paid to that date does not exceed the percentage of the completed work for the
Project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of
this AGREEMENT for the profit as set forth in Section 2 - COMPENSATION
above. Said profit payment request shall be proportionate to the work actually
accomplished to date on a per-project-element basis. In the event the
SANITATION DISTRICT's Director of Engineering determines that no satisfactory
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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progress has been made since the prior payment, or in the event of a delay in the
work progress for any reason, the SANITATION DISTRICT shall have the right to
withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this AGREEMENT, and upon acceptance of such work by the
SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any
money due for such work based on the monthly statements, including any
retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this AGREEMENT for such work, or prior settlement upon
termination of this AGREEMENT, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to the SANITATION DISTRICT a
release of all claims against the SANITATION DISTRICT arising under or by
virtue of this AGREEMENT other than such claims, if any, as may be specifically
exempted by CONSULTANT from the operation of the release in stated amounts
to be set forth therein.
F. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to the
SANITATION DISTRICT for compensation under the terms of this AGREEMENT
may be held liable for treble damages and up to a $10,000 civil penalty for each
false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of the SANITATION DISTRICT
a false claim or request for payment or approval; (b) knowingly makes, uses, or
causes to be made or used a false record or statement to get a false claim paid
or approved by the SANITATION DISTRICT; (c) conspires to defraud the
SANITATION DISTRICT by getting a false claim allowed or paid by the
SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or
used a false record or statement to conceal, avoid, or decrease an obligation to
the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission
of a false claim to the SANITATION DISTRICT, and fails to disclose the false
claim to the SANITATION DISTRICT within a reasonable time after discovery of
the false claim.
S. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such
employees.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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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.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants
shall furnish a copy of all certified payroll records to the SANITATION DISTRICT
and/or general public upon request, provided the public request is made through
the SANITATION DISTRICT, the Division of Apprenticeship Standards or the
Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8,
California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE
A. Ownership of Documents for the Professional Services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to,
studies, sketches, drawings, computer printouts, disk files, and electronic copies
prepared in connection with or related to the Scope of Work or Professional
Services, shall be the property of the SANITATION DISTRICT. The SANITATION
DISTRICT's ownership of these documents includes use of, reproduction or
reuse of and all incidental rights, whether or not the work for which they were
prepared has been performed. The SANITATION DISTRICT ownership
entitlement arises upon payment or any partial payment for work performed and
includes ownership of any and all work product completed prior to that payment.
This Section shall apply whether the CONSULTANT's Professional Services are
terminated: a) by the completion of the AGREEMENT, or b) in accordance with
other provisions of this AGREEMENT. Notwithstanding any other provision of this
paragraph or AGREEMENT, the CONSULTANT shall have the right to make
copies of all such plans, studies, sketches, drawings, computer printouts and disk
files, and specifications.
B. CONSULTANT shall not be responsible or liable for damage caused by
subsequent changes to or uses of the study or deliverable on any other project or
extension of this project where the subsequent changes or uses are not
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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authorized or approved or adapted for use 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
accept State Compensation Insurance Fund, for the required policy of
Worker's Compensation Insurance subject to the SANITATION
DISTRICT's option to require a change in insurer in the event the State
Fund financial rating is decreased below"B". Further, the SANITATION
DISTRICT will require CONSULTANT to substitute any insurer whose
rating drops below the levels herein specified. Said substitution shall
occur within twenty (20)days of written notice to CONSULTANT, by the
SANITATION DISTRICT or its agent.
III. Coverage shall be in effect prior to the commencement of any work under
this AGREEMENT.
B. General Liability
The CONSULTANT shall maintain during the life of this AGREEMENT, including
the period of warranty, Commercial General Liability Insurance written on an
occurrence basis providing the following minimum limits of liability coverage:
Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars
($2,000,000)aggregate. Said insurance shall include coverage for the following
hazards: Premises-Operations, blanket contractual liability (for this
AGREEMENT), products liability/completed operations (including any product
manufactured or assembled), broad form property damage, blanket contractual
liability, independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement($). 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.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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D. AutomotiveNehicle Liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of One Million Dollars ($1,000,000) or
alternatively, One Million Dollars ($1,000,000) per person for bodily injury and
One Million Dollars ($1,000,000) per accident for property damage. A statement
on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
E. Drone Liability Insurance
If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form
acceptable by the SANITATION DISTRICT.
F. Worker's Compensation Insurance
The CONSULTANT shall provide such Workers' Compensation Insurance as
required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer's Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of the
SANITATION DISTRICT. A statement on an insurance certificate will not be
accepted in lieu of the actual endorsements unless the insurance carrier is State
of California Insurance Fund and the identifier"SCIF" and endorsement numbers
2570 and 2065 are referenced on the certificate of insurance. If an exposure to
Jones Act liability may exist, the insurance required herein shall include coverage
for Jones Act claims.
G. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this
AGREEMENT, standard industry form professional negligence errors and
omissions insurance coverage in an amount of not less than Two Million Dollars
($2,000,000)with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a "claims made" basis, said policy shall be
continued in full force and effect at all times during the term of this
AGREEMENT, and for a period of five (5) years from the date of the completion
of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this
AGREEMENT. Said coverage shall be evidenced by either a new policy
evidencing no gap in coverage or by separate extended "tail" coverage with the
present or new carrier.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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In the event the present policy of insurance is written on "per occurrence" basis,
said policy shall be continued in full force and effect during the term of this
AGREEMENT or until completion of the services provided for in this
AGREEMENT, whichever is later. In the event of termination of said policy
during this period, new coverage shall be obtained for the required period to
insure for the prior acts of CONSULTANT during the course of performing
services under the term of this AGREEMENT.
CONSULTANT shall provide to the SANITATION DISTRICT a certificate of
insurance in a form acceptable to the SANITATION DISTRICT indicating the
deductible or self-retention amounts and the expiration date of said policy, and
shall provide renewal certificates not less than ten (10)days prior to the
expiration of each policy term.
H. Proof of Coverage
The CONSULTANT shall furnish the SANITATION DISTRICT with original
certificates and amendatory endorsements effecting coverage. Said policies and
endorsements shall conform to the requirements herein stated. All certificates
and endorsements are to be received and approved by the SANITATION
DISTRICT before work commences. The SANITATION DISTRICT reserves the
right to require complete, certified copies of all required insurance policies,
including endorsements, effecting the coverage required, at any time. The
following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (ISO Form) CG2010 11 85 or
(General Liability)
The combination of(ISO Forms)
CG 2010 10 01 and CG 2037 10 01
All other Additional Insured endorsements must
be submitted for approval by the SANITATION
DISTRICT, and the SANITATION DISTRICT
may reject alternatives that provide different or
less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
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I. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30)days' prior written
notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the
required thirty (30) days' written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty(30) days after written
notice is given to the SANITATION DISTRICT except for nonpayment of
premium, which shall require not less than ten (10) days written notice to the
SANITATION DISTRICT. Should there be changes in coverage or an increase in
deductible or SIR amounts, the CONSULTANT and its insurance broker/agent
shall send to the SANITATION DISTRICT a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR
amounts. The certified letter must be sent to the attention of Risk Management,
and shall be received by the SANITATION DISTRICT not less than thirty (30)
days prior to the effective date of the change(s) if the change would reduce
coverage or increase deductibles or SIR amounts or otherwise reduce or limit the
scope of insurance coverage provided to the SANITATION DISTRICT.
J. Primary Insurance
The General and Automobile liability policies shall contain a Primary and Non
Contributory Clause. Any other insurance maintained by the SANITATION
DISTRICT shall be excess and not contributing with the insurance provided by
CONSULTANT.
K. Separation of Insured
The General and Automobile liability policies shall contain a "Separation of
Insureds" clause.
L. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this AGREEMENT, or the extent
to which CONSULTANT may be held responsible for payment of damages to
persons or property.
M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to the
SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or
self-insured retentions require approval by the SANITATION DISTRICT. At the
option of the SANITATION DISTRICT, either: the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the SANITATION
DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory
to the SANITATION DISTRICT guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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N. Defense Costs
Excepting Professional Liability insurance policies shall have a provision that
defense costs for all insureds and additional insureds are paid in addition to and
do not deplete any policy limits.
O. Subronsultants
The CONSULTANT shall be responsible to establish insurance requirements for
any Subconsultant hired by the CONSULTANT. The insurance shall be in
amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant's operations and work.
P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above,
then SANITATION DISTRICT requires and shall be entitled to coverage for the
higher limits maintained by CONSULTANT.
9. SCOPE CHANGES
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.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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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.
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.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
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Notice shall be mailed to the SANITATION DISTRICT at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Attention: Michelle Hadaway, Senior Contracts Administrator
Copy: Hardat Khublall, Project Manager
Notice shall be mailed to CONSULTANT at:
LOCKWOOD, ANDREWS & NEWNAM, INC. (LAN)
770 The City Drive South
Suite 8425
Orange, CA 92868
Attention: M. Cenk Yavas, PE, D.WRE
All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other SANITATION DISTRICT staff must be approved in
writing by the SANITATION DISTRICT's Project Manager prior to action from the
CONSULTANT.
15. TERMINATION
The SANITATION DISTRICT may terminate this AGREEMENT at any time, without
cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such
termination, CONSULTANT shall be entitled to compensation for work performed on a
prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days
written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this AGREEMENT, when the same are due.
Notice of termination shall be mailed to the SANITATION DISTRICT at the address
listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of the
SANITATION DISTRICT upon the termination or completion of the work.
CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all
memoranda, correspondence, electronic materials, computation and study materials in
its files pertaining to the work described in this AGREEMENT, which is requested in
writing by the SANITATION DISTRICT.
17. COMPLIANCE
CONSULTANT certifies by the execution of this AGREEMENT that it pays employees
not less than the minimum wage as defined by law, and that it does not discriminate in
its employment with regard to race, color, religion, sex or national origin; that it is in
compliance with all federal, state and local directives and executive orders regarding
non-discrimination in employment; and that it agrees to demonstrate positively and
aggressively the principle of equal opportunity in employment.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
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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.
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:
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
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(A)the active negligence or willful misconduct of the Indemnified Parties; or
(B)a natural disaster or other act of God, such as an earthquake; or
(C)the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them.
Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT's liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to the SANITATION DISTRICT for a breach by
CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances
shall the insurance requirements and limits set forth in this AGREEMENT be construed
to limit CONSULTANT's indemnification obligation or other liability hereunder. The
terms of this AGREEMENT are contractual and the result of negotiation between the
parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed
against the drafting party, shall not be employed in the interpretation of this
AGREEMENT.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of
CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution
expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs
of defending the Indemnified Parties against such claims.
CONSULTANT's indemnification obligation hereunder shall survive the expiration or
earlier termination of this AGREEMENT until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
Page 17 of 19
24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES
CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and
procedures including the OCSD Safety Standards, as applicable, all of which may be
amended from time to time.
25. CLOSEOUT
When the SANITATION DISTRICT determines that all Work authorized under the
AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further
work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in
accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give
the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT
shall submit all outstanding billings, work submittals, deliverables, reports or similarly
related documents as required under the AGREEMENT within thirty(30) days of receipt
of notice of AGREEMENT closeout.
Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall
commence a closeout audit of the AGREEMENT and will either:
i. Give the CONSULTANT a final AGREEMENT Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must
be furnished, completed, or corrected at the CONSULTANT's cost.
CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the AGREEMENT Such support must be
provided within the timeframe requested by the SANITATION DISTRICT.
Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be
relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its
obligations to complete any portions of the work, the non-completion of which were not
disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures
were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated
under all those provisions of the AGREEMENT which expressly or by their nature extend
beyond and survive final AGREEMENT Acceptance.
Any failure by the SANITATION DISTRICT to reject the work or to reject the
CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not
be deemed to be acceptance of the work by the SANITATION DISTRICT for any
purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for
final AGREEMENT Acceptance.
26. ENTIRE AGREEMENT
This AGREEMENT constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
Page 18 of 19
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the
SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the
day and year first above written.
LOCKWOOD, ANDREWS & NEWNAM, INC. (LAN)
By
Date
Printed Name &Title
ORANGE COUNTY SANITATION DISTRICT
By
Gregory C. Sebourn, PLS Date
Chair, Board of Directors
By
Kelly A. Lore Date
Clerk of the Board
By
Marc Dubois Date
Contracts, Purchasing and Materials
Management Manager
Attachments: Attachment"A"—Scope of Work
Attachment'B"—Labor Hour Matrix
Attachment"C'—Conflict of Interest Disclaimer
Attachment"D"—Allowable Direct Costs
Attachment"E"—Fee Proposal Form
Attachment"F"— Professional Services Agreement (PSA)
Attachment"G"—Acknowledgement of PSA
Attachment"H"— Not Used
Attachment"I"— Cost Matrix and Summary
Attachment"J"—Acknowledgement of Addenda Receipt
Attachment"K"—Minor Suboonsultants Hourly Rate Schedule
Attachment"L"—OCSD Safety Standards
MH:yp
PROFESSIONAL SERVICES AGREEMENT PROJECT NO. PS15.02
CONFORMED EDINGER PUMP STATION REHABILITATION STUDY
Page 19 of 19
OPERATIONS COMMITTEE Meeting Date TOBd.Ot Dir.
12J05/17 12/20/17
AGENDA REPORT em1amber Item Number
0 11
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: 2017 FACILITIES MASTER PLAN
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 17-16 entitled, "A Resolution of the Board of Directors of the
Orange County Sanitation District Adopting the 2017 Facilities Master Plan as the Orange
County Sanitation District's New Master Plan for Future Capital Planning and Repealing
Resolution No. OCSD 09-18."
BACKGROUND
Since its inception, the Orange County Sanitation District (Sanitation District) has
managed its facilities through the preparation and implementation of long-term master
plans. Most recent master planning efforts include the 1999 Strategic Plan, 2002
Strategic Plan Update, 2006 Collection System Model and Strategic Plan Update, and
2009 Facilities Master Plan.
Since the last master planning effort, the Sanitation District has been working towards
creating a more comprehensive Capital Improvement Program (CIP) plan. The
Engineering Department has been developing a more detailed 20-year plan for facility
rehabilitation, refurbishment, and replacement. Staff has evaluated the condition,
capacity, level of service requirements, and technology opportunities in each treatment
plant process area and in the collection system. To address these needs and issues, a
list of potential projects with scope elements has been developed for the next 20 years.
The 2017 Facilities Master Plan (Master Plan)validated the scopes and budgets for these
projects, prioritized them based on needs and criticality, and developed a CIP plan for the
next 20 years. The 20-year CIP for both the collection system and treatment plants totals
$5 billion.
• The Master Plan identifies the capital improvement needs of the Sanitation District
through 2037, to meet level of service standards identified in the Five-Year Strategic
Plan.
• The Master Plan recommends a large number of capital improvements for
rehabilitation, renewal and replacement, and the supporting studies.
• The Master Plan incorporates the results of three recently completed planning projects
including the Effluent Reuse Study, the Odor Control Master Plan, and the Biosolids
Master Plan. These projects evaluated alternatives and recommended CIP projects
needed to address mid-and long-term biosolids needs, and to meet Sanitation District
initiatives such as maximizing beneficial reuse of effluent and minimizing odor impacts
Page 1 d 3
to neighbors. Three of the eight strategic goals from the Sanitation District's current
Five-Year Strategic Plan were addressed by these projects.
• The costs of these improvements were previously identified by the Asset Management
Plan and incorporated into the Rate Program in the "Rehabilitation, Renewal and
Replacement" line item. The Rate Program will be adjusted by transferring the $721
million cost from this line item to the CIP line item.
• The completion and adoption of the Master Plan allows the Sanitation District to stay
in compliance with the Capacity Assurance Planning requirement of the Statewide
Waste Discharge Requirements Order, which was adopted by the State Water
Resource Control Board in May 2, 2006.
RELEVANT STANDARDS
• 1, 5, 20-year planning horizons
• Maintain a proactive asset management program
PRIOR COMMITTEE/BOARD ACTIONS
July 2016 - Approved a Professional Services Agreement with Carollo Engineers, Inc. to
provide professional services for 2017 Facilities Master Plan, Project PS15-10, for an
amount not to exceed $3,132,052; and approved a contingency of$313,205 (10%).
ADDITIONAL INFORMATION
A rate study recommending sewer connection fees and user fees was conducted as part
of the 2017 Facilities Master Plan.
CEQA
CEQA Guidelines Section 15262 provides that a project involving only feasibility or
planning studies for possible future actions,which the agency has not approved, adopted,
or funded, does not require the preparation of an EIR or negative declaration, but does
require consideration of environmental factors. This exemption does not apply to the
adoption of a plan that will have a legally binding effect on later activities.
The 2017 Facilities Master Plan is a feasibility/planning study that will be used to assist
in the evaluation and planning of future projects. The Facilities Master Plan will not have
a legally binding effect on later activities, but will instead be used to analyze potential
future actions, which the Sanitation District has not yet approved, adopted, or funded.
Pursuant to CEQA Guidelines Section 15262, the Facilities Master Plan does not require
the preparation of an EIR or Negative Declaration. Thus, a Notice of Exemption was filed
for this project on July 28, 2016. All projects evaluated under the 2017 Facilities Master
Plan must comply with CEQA before they are approved, adopted, or implemented. The
Sanitation District may choose to perform a CEQA determination for multiple projects via
a Programmatic EIR, or for each individual project.
Page 2 of 3
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OOSD website (www.ocsd.corn with the
complete agenda package:
Resolution No. OCSD 17-16 (hard copy attached)
2017 Facilities Master Plan Executive Summary (Separate document)
2017 Draft Facilities Master Plan (Separate document)
Presentation from 12/06/2017 Operations Committee Meeting
KM:EY:gc
Page 3 d 3
RESOLUTION NO. OCSD 17-16
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT ADOPTING THE 2017 FACILITIES
MASTER PLAN AS THE ORANGE COUNTY SANITATION
DISTRICT'S NEW MASTER PLAN FOR FUTURE CAPITAL
PLANNING AND REPEALING RESOLUTION NO. OCSD 09-18
WHEREAS, on December 16, 2009, the Board of Directors of the Orange
County Sanitation District ("Sanitation District") approved Resolution No. OCSD
09-18, adopting the 2009 Facilities Master Plan, a Master Plan for new facilities
through the year 2030; and
WHEREAS, on December 20, 2017, the Board of Directors of the Sanitation
District reviewed the 2017 Facilities Master Plan, a Master Plan for new facilities
through the year 2037; and
WHEREAS, the Sanitation District is the lead agency for the 2017 Facilities
Master Plan, pursuant to the California Environmental Quality Act of 1970, as
amended, ("CEQA") and the State CEQA Guidelines.
NOW, THEREFORE, the Board of Directors of Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS:
Section 1: That the Board hereby adopts the 2017 Facilities Master Plan
for future capital planning through the year 2037.
Section 2: Resolution No. OCSD 09-18, adopted December 16, 2009,
adopting the 2009 Facilities Master Plan, a Master Plan for new facilities through
the year 2030, is hereby repealed.
1282802.1 OCSD 17-16-1
Section 3: Environmental review is not required under CEQA pursuant to
CEQA Guidelines §15262 because the 2017 Facilities Master Plan will not have a
legally binding effect on later activities it is only a feasibility/planning study for
possible future actions which the Sanitation District has not approved, adopted, or
funded and the Sanitation District has considered environmental factors as
required.
PASSED AND ADOPTED at a regular meeting of the Board of Directors
held December 20, 2017
Gregory C. Sebourn, PLS
Board Chairman
ATTEST:
Kelly A. Lore, CMC
Clerk of the Board
APPROVED AS TO FORM:
Bradley R. Hogin
General Counsel
1282802.1 OCSD 17-16-2
STATE OF CALIFORNIA )
as
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County
Sanitation District, do hereby certify that the foregoing Resolution No.
OCSD 17-16 was passed and adopted at a regular meeting of said Board on the
20'h day of December 2017, 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 20'" day of December 2017.
Kelly A. Lore, CIVIC
Clerk of the Board of Directors
Orange County Sanitation District
1282802.1 OCSD 17-16-3
ADMINISTRATION COMMITTEE Meeting Date TOBd.Ot Dir.
12/13/17 12/20/17
AGENDA REPORT emNumber Item Number
2 12
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: 2017 BENEFITS PROGRAM — ONE-TIME FUND REALLOCATION
GENERAL MANAGER'S RECOMMENDATION
Approve a one-time reallocation of budgeted funds in the amount of $195,000 to be
transferred to group health insurance benefits resulting in a total cost of $12,032,187.
The reallocation would not result in an increase to the overall 2017 budget.
SUMMARY
The Orange County Sanitation District (Sanitation District) provides group health
insurance benefits as a provision contained in its Memoranda of Understanding (MOUs)
and Board-approved policies. Group health insurance benefits costs are estimated during
annual budget planning.
BACKGROUND
Annual renewal quotes are estimates from the Sanitation District's benefits insurance
broker, Alliant Insurance Services, and are based on prior year enrollments and
negotiated plan pricing. The anticipated costs obtained from the broker were included
within the Fiscal Year 2016-17 budget. Actual costs incurred each fiscal year can differ
from the quotes as they are based on actual employee numbers and plan selection.
In September 2016, the Board approved the estimated cost for 2017 in the amount of
$11,837,187 toward group health insurance which includes: medical, dental, vision,
employee assistance program, life insurance, and disability coverage.
RELEVANT STANDARDS
• Competitive compensation and benefits
PROBLEM
As a result of the increase in the number of new employees hired in 2017 and actual
employee plan selections differing from what was anticipated, reallocation of additional
funds will be required for FY 2017-18.
The Sanitation District is obligated to provide these agreed-to benefits as provided for in
the MOUs and personnel policies, as approved by the Board of Directors.
Page 1 of 3
PROPOSED SOLUTION
Approve the one-time reallocation of funds from the 2017 operating budget toward the
cost of group health insurance to ensure continued coverage for employees and eligible
dependents.
TIMING CONCERNS
Board approval is necessary to ensure that the Sanitation District can pay all invoices
relative to employee health insurance benefits for December of 2017. Timely payments
are required to continue coverage for Sanitation District employees and eligible
dependents, in accordance with the MOUs and personnel policies.
RAMIFICATIONS OF NOT TAKING ACTION
Without Board approval, the Sanitation District cannot make the payments due for all
employee health insurance benefits. This will result in the interruption of medical, dental,
vision, EAP, life, and disability coverage and services to employees and eligible
dependents; and the Sanitation District would not be meeting its obligation to provide
these benefits as provided for in the MOUs and personnel policies.
PRIOR COMMITTEE/BOARD ACTIONS
In June of 2016, the Board of Directors adopted the proposed Sanitation District budget
for FY 2016-17 and 2017-18. In September of 2016, the Board of Directors approved the
annual estimates for health insurance benefits for the 2017 calendar year.
ADDITIONAL INFORMATION
Medical Insurance
The Sanitation District's medical benefits are designed to help maintain wellness and
protect employees and their families from major financial hardship in the event of illness
or injury.
HMO (Health Maintenance Organization) plans offer comprehensive coverage.
Employees have a choice between the Anthem Blue Cross HMO orthe Kaiser HMO plan.
The shared cost on HMO plans is 20% employee / 80% employer (10% employee / 90%
employer for employee-only coverage).
PPO (Preferred Provider Organization) plan offers a network of doctors and healthcare
facilities that provide services to plan members at special discounted rates. The PPO
plan is with Anthem Blue Cross. The shared cost on PPO plans is 20% employee / 80%
employer.
Dental Insurance
The Sanitation District provides the Delta Dental plan to all benefit eligible employees.
The shared cost on the dental plan is 20% employee / 80% employer.
Page 2 d 3
Vision Insurance
The Sanitation District currently provides vision insurance to all benefit eligible employees
through Anthem Blue View Vision. The employer pays the cost of coverage for
employees.
Basic Life Insurance
Life insurance provides protection for an employee's beneficiary in the event of death. All
benefit eligible full-time and part-time employees automatically receive Basic Life and
Accidental Death & Dismemberment insurance coverage through Prudential Insurance
Company of America. The employer pays the cost of coverage for employees.
Short-Term Disability Insurance
The short-term disability insurance plan protects employees when non-work related
illness or injury makes it impossible for them to work for a short period of time. Under the
plan, income may be continued for up to 26 weeks. The employer pays the cost of
coverage for employees.
Long-Term Disability Insurance
The long-term disability insurance plan protects employees when an illness or injury
makes it impossible for them to work for an extended period of time. The employer pays
the cost of coverage for employees with 5+ years of service.
Executive Disability
The additional long-term disability insurance plan provides increased income protection
for executives and managers. The employer pays the cost of coverage for employees.
Employee Assistance Program
The EAP plan protects employees and family members when they need help with
personal problems such as marital and relationship problems; stress, anxiety and
depression; grief and loss; or substance abuse. The employer pays the cost of coverage
for employees.
FINANCIAL CONSIDERATIONS
The funds for the 2017 amounts for group health insurance benefits were included in the
FY 2016-17 and 2017-18 Sanitation District Operating Budget. No additional budgeted
funds are needed due to budgeted savings in other salary and benefit line items.
ATTACHMENT
The following aftachment(s)may be viewed on-line at the Sanitation District's website(www.ocsd.com)with
the complete agenda package:
N/A
Page 3 of 3
ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir.
12/13/17 12/20/17
AGENDA REPORT em Number Item 13Mbar
3 3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: ENTERPRISE ASSET MANAGEMENT PHASE IV— LOCK OUT TAG
OUT (LOTO)
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Services Agreement with Total Resource Management,
Inc. for IBM-Maximo Enterprise Asset Management Phase IV— Lock Out Tag Out
(LOTO) Software, Specification No. S-2017-87113D, for a total amount not to
exceed $188,318; and
B. Approve a contingency in the amount of$37,664 (20%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) currently owns the
IBM-Maximo Enterprise Asset Management software. Total Resource Management, Inc.
(TRM) has a specialized LOTO product and an in depth understanding of LOTO concepts
and practices. TRM has successfully implemented the first three phases.
LOTO application will provide the framework to create and maintain LOTO safety
procedures as well as track the application and removal of these procedures on a piece
of equipment.
The Sanitation District issued a Request for Proposal (RFP) for a LOTO application to
supplement Maximo. Only three vendors were solicited per 10/26/11 Board Meeting, Item
No. 11 C, which approved the use of the following three vendors for subsequent phases:
Total Resource Management, Inc., EMA Group, Inc., and Starboard Consulting, LLC.
Only TRM submitted a proposal to Phase IV. There was no response from EMA Group
and Starboard Consulting, LLC noted that their Director has been on extended leave and
did not have the staffing to provide a proposal.
RELEVANT STANDARDS
• Provide a safe and collegial workplace
• Protection of Orange County Sanitation District assets
• Maintain a proactive asset management program
• Efficiency efforts reduce the cost to provide the current service level or standard
• Meet OSHA training requirements
Page 1 of 3
PROBLEM
The Sanitation District does not have a centralized system to track LOTO at both Plant
No. 1 and Plant No. 2. Operation and Maintenance staff are not aware of all the plant
equipment that is currently tagged out of service. Staff does not have a centralized place
to view all the LOTO and their statuses.
PROPOSED SOLUTION
TRM's LOTO module is an integrated application within Maximo. The application will
assist staff to seamlessly transition from the work order module to the LOTO module. The
LOTO application will also provide a central place to manage all the LOTO throughout the
plant that is easily accessible through the Maximo system.
TIMING CONCERNS
Safety is on the General Manager's work plan and a system that provides a centralized
mechanism for tracking LOTO should be implemented as soon as possible to support
and accomplish the work plan.
RAMIFICATIONS OF NOT TAKING ACTION
The centralized LOTO system will provide a method to document the LOTO process and
procedures. Not taking this action will hinder the Sanitation District from providing
documentation on safety procedures mandated by the OSHA LOTO safety standards.
Situations may arise where the Sanitation District may be liable for fines for
non-compliance as the current LOTO management process is manual and cumbersome.
PRIOR COMMITTEE/BOARD ACTIONS
Phases 1-3 were implemented between 2011 and 2013.
ADDITIONAL INFORMATION
On July 17, 2017, the Sanitation District issued a Request for Proposal (RFP)for a LOTO
application to supplement Maximo;the RFP closed on August 17, 2017. Three firms were
notified of the RFP and only one company,TRM, provided a response. A panel consisting
of seven Sanitation District staff reviewed and ranked the proposal in accordance with
Purchasing Ordinance No. OCSD-47. This RFP used the consensus scoring method.
During consensus scoring sessions,the evaluation facilitator directed the team's attention
to each item in the specifications. The evaluation team considered the proposal,
comparing the vendor's proposed offering against the specifications in the underlying
RFP. Consensus scoring sessions encouraged open discussions and questions among
members of the evaluation team.
1) Operations Supervisor
2) Senior Info Tech Analyst
3) Information Tech Supervisor
Page 2 d 3
4) Senior Mechanic
5) Maintenance Specialist
6) Lead Electric Technician
7) Human Resource Manager
Evaluators discussed the relative strengths and weaknesses of the vendor's proposal in
each area. The following criteria/weights were used to evaluate the proposals: Work
Plan (25%), Qualifications of Firm (15%), Proposed Staffing and Project Organization
(15%), and Cost Evaluation (20%). The Onsite Presentation (25%) component of the
evaluation process was not utilized. The solution proposed by TRM received a score of
640 out of 750. Staff recommends awarding the Professional Services Agreement to
Total Resource Management, Inc. for a not-to-exceed amount of$188,318.
PROPOSAL EVALUATION TABLE
Criteria Weight Weighted TRM EMA GROUP STARBOARD
Score CONSULTING
Work 25 250 200 No Response No Response
Plan/Software
Qualifications of 15 150 120 No Response No Response
the Firm
Staffing and No Response No Response
Project 15 150 120
Organization
Cost Evaluation 20 200 200 No Response No Response
Total 75 750 640
Initial Proposal $191,735
Fee
Negotiated Fee $188,318
FINANCIAL CONSIDERATION
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted under SP-100, Asset Management/CMMS
System Replacement.
ATTACHMENTS
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
Professional Services Agreement
Page 3 of 3
PROFESSIONAL SERVICES AGREEMENT
IBM-Maximo Enterprise Asset Management System Phase IV-LOTO
Specification No. S-2017-871BD
THIS AGREEMENT is made and entered into as of the date fully executed below, by and between
ORANGE COUNTY SANITATION DISTRICT, with a principal place of business at 10844 Ellis
Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Total Resource
Management, Inc. with a principal business at 510 King Street, Suite 200 Alexandria, VA 22314-
3132 (hereinafter referred to as "CONSULTANT")collectively referred to as the"Parties".
W/ TNESSETH
WHEREAS, based on CONSULTANT's expertise and experience, OCSD desires to temporarily
engage CONSULTANT to provide IBM-MAXIMO ENTERPRISE ASSET MANAGEMENT SYSTEM
PHASE IV— LOCK OUT TAG OUT (LOTO)Software and Project Management Services Related to
as described in Exhibit "A" Scope of Work; and
WHEREAS, CONSULTANT submitted its proposal, dated August 17, 2017; and
WHEREAS, OCSD has chosen CONSULTANT to conduct Services in accordance with Ordinance
No. OCSD-47; and
WHEREAS, on December 20, 2017, the Board of Directors of OCSD, by minute order, authorized
execution of this Agreement between OCSD and CONSULTANT; and
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Definitions
1.1. As-Built Documentation. The term "As-Built Documentation" means the Baseline
Documentation plus the Documentation for any Configuration Changes and Customization
Modifications. All"As-Built Documentation"shall supplement and not conflict with the terms
of this Agreement. In the event of a conflict, the terms of this Agreement shall prevail.
1.2. Configuration Changes. The term "Configuration Changes" is defined as any modification
or changes other than a Custom Modification.
1.3. CONSULTANT Application Software. The term "CONSULTANT Application Software" is
defined as any Software owned or sublicensed, installed and/or configured by
CONSULTANT as a component of the Project, whether in machine readable or printed
form, including, but not limited to any applications, modules, subsystems, Interfaces,
Configuration Changes, Custom Modifications, Updates and Documentation.
1.4. Custom Modification. The term "Custom Modification" is defined as a modification of the
CONSULTANT Application Software Source Code or data base structure, which provides
new or improved functions or features to address specific requirements of this Agreement.
1.5. Defect. The term "Defect" is defined as any error, failure, deficiency, or any other
unacceptable variance or failure of the System or any component thereof to fully conform
to the warranties and requirements described in this Agreement. With respect to the
CONSULTANT Application Software, the term "Defect" is defined as any error, failure, or
Orange County Sanitation District 1 of 20 Specification No. S-2017-871 BD
deficiency or any other unacceptable variance from any required, specified, or expected
program behaviors as may be required by OCSD or necessary for the CONSULTANT
Application Software to operate correctly and in full compliance with the terms of this
Agreement.This includes expected program behaviors as described in any CONSULTANT
Application Software Documentation. In the event of a conflict between this Agreement
and Documentation provided by CONSULTANT to OCSD, the terms and conditions of this
Agreement shall prevail.
1.6. Documentation. The term "Documentation"is defined as all written, electronic,or recorded
works including all "As-Built Documentation" that describe the uses, features, functional
capabilities, performance standards, and reliability standards of the System, or any
subsystem, component, or Interface, and that are published or provided to OCSD by
CONSULTANT or its subcontractors, including, without limitation, all end user and System
administrator manuals, help files, training aids and manuals, training and support guides,
program listings, data models,flow charts, logic diagrams, and other materials related to or
for use with the System.
1.7. Final System Acceptance. The term "Final System Acceptance" shall be defined as that
date on which all Services under Section Titled "Project Scope and Deliverable" of Exhibit
"A" Scope of Work have been successfully completed by CONSULTANT and accepted by
OCSD.
1.8. Fix Pack. The term "Fix Pack" is defined as a formal release of programming code and
Documentation that provides corrections to any CONSULTANT Application Software
programs including, but not limited to, bug fixes, error corrections and patches.
1.9. Functional, Performance and Reliability Specifications and Requirements. The term
"Functional, Performance and Reliability Specifications and Requirements" is defined as all
definitions, descriptions, requirements, criteria, warranties, and performance standards
relating to the System set forth in: (a) this Agreement; (b) any mutually agreed upon
Change Orders pursuant to Section 4, Modification to Exhibit "A" Scope of Work; and (c)
any functional and/or technical specifications which are published or provided by
CONSULTANT or its licensors or suppliers from time to time with respect to the System or
any Products.
1.10. Interfaces. The term "Interfaces" is defined as one or more of the specialized software
applications developed or sublicensed by CONSULTANT and installed as a part of the
Project for the purpose of sharing information (data) between CONSULTANT and/or
CONSULTANT Application Software and any other software program or device. Functional
requirements for each Interface to be included as a part of the System are provided Exhibit
"A", Scope of Work.
1.11. Products. The term "Products" is defined as all Software listed in the Proposal Exhibit "B"
and the Best and Final Offer listed at Attachment"C" and respectively.
1.12. Project. The term "Project" is defined as the totality of CONSULTANT's obligation under
this Agreement to develop, supply, install, configure, test, implement and maintain the
System.
1.13. Services. The term "Services" is defined as the implementation, development, training,
configuration, loading, testing, project management and other services to be provided by
CONSULTANT under this Agreement, including, without limitation, the tasks detailed in
Exhibit"A", Scope of Work.
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1.14. Software. The term "Software" includes the following components provided and licensed
by CONSULTANT under this Agreement: (a) CONSULTANT Application Software; (b)
Third-Party Software; (c) Custom Modifications and (d) Interfaces.
1.15. System. The term "System" is defined as the collective whole of all Products and Services
to be purchased, developed, licensed, supplied, installed, configured, tested and
implemented by CONSULTANT under this Agreement.
1.16. System Administrator Documentation. Is defined as that portion of the Documentation
addressing the operation and maintenance functions of the System.
1.17.Third-Party Software. The term "Third-Party Software" is defined as any Software to be
supplied under this Agreement that is purchased or licensed directly from any source
external to CONSULTANT for use with or integration into the System.
1.18. Updates. The term "Updates" is defined as modifications, improvements, additions, and
corrections to the Products and/or related Documentation, including functional and/or
product enhancements, bug fixes, patches, new releases, new versions, and replacement
modules or products that CONSULTANT makes generally available to its customers with
or without an additional fee.
1.19. Go-Live Support. The term"Go-live Support"is as described in Exhibit"B"Proposal; Exhibit
"C" Best and Final Offer; and "Exhibit"A" Scope of Work to this Agreement.
1.20.Work Product. The term "Work Product" is defined as the Products and Services and all
other programs, algorithms, reports, information,designs, plans and other items developed
by CONSULTANT under this Agreement, including all partial, intermediate or preliminary
versions thereof.
2. Miscellaneous
2.1. Access to Premises. OCSD shall provide CONSULTANT with reasonable and timely
access to the sites and personnel necessary for CONSULTANT to perform its obligations
under this Agreement. OCSD shall allow CONSULTANT personnel reasonable access to
OCSD site and facilities (telephone, facsimile, parking, etc.) during normal business hours
and at other reasonable times as requested by CONSULTANT and pre-approved by
OCSD. The assistance or presence of OCSD's personnel will not relieve CONSULTANT
of any responsibilities under this Agreement.
2.2. Amendments. No amendment or modification to this Agreement is valid unless it is
contained in a writing signed by both parties.
2.3. Renewals may be made through the OCSD Purchase Order Process.
2.4. Approvals in Writing. All approvals or consents required or contemplated by this
Agreement must be in writing to be effective.
2.5. Background Checks and Removal of Personnel. Prior to being allowed to perform any
work on this Project, all non-OCSD personnel assigned to the Project may be required to
submit to and pass a background check by the Fountain Valley, California Police
Department. In addition, OCSD shall have the sole and exclusive right to require
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CONSULTANT to immediately remove any individual from the Project for any reason
deemed to be in the best interests of OCSD. CONSULTANT shall replace any employee
removed from the project within ten (10) business days of said removal.
2.6. Compliance with Work Rules. CONSULTANT will ensure that, while they are on OCSD
premises,CONSULTANT's personnel and subcontractors will comply with OCSD's working
rules and policies, including OCSD's security and safety procedures.
2.7. Successors and Assigns. This Agreement is binding on and inures to the benefit of the
parties and their respective successors and assigns.
2.8. Advertising. CONSULTANT shall not refer to the existence of this Agreement in any press
release, advertising or materials distributed to prospective customers without the prior
written consent of OCSD.
2.9. This Agreement and all Exhibits hereto (called the "Agreement") is made by OCSD and
CONSULTANT. The Terms and Conditions herein exclusively govern the purchase of
Services as described in the Scope of Work Exhibit"A".
2.10. 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:
Exhibit"A" Scope of Work
Exhibit"B" Proposal Dated August 17, 2017
Exhibit"C" Best and Final Offer Updated December 8, 2017
Exhibit"D" Acknowledgment of Insurance Requirements (AOIR)
Exhibit"E" Professional Service Agreement Addendum
2.11. Exhibits to this Agreement are as follows in order of precedence. The Exhibits for Proposal
and Best and Final Offer,their intended use, purpose,and importance may be synonymous
as agreed by both parties until this Agreement is no longer valid.. Order of precedence will
be established as negotiated and agreed upon by both parties. The following order of
precedence is provided for reference and will be negotiated by both parties.
Exhibit"E" Professional Service Agreement Addendum
Exhibit"B" Proposal Dated August 17, 2017
Exhibit"C" Best and Final Updated December 8, 2017
Exhibit"A" Scope of Work
Exhibit"D" Acknowledgment of Insurance Requirements (AOIR)
2.12. 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.
2.13.This Agreement may not be modified, changed or supplemented, nor may any obligations
hereunder be waived or extensions of time for performance granted, except by written
instrument signed by both Parties.
2.14.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.
2.15.The term "workday". Workdays are defined as all days that are not Friday, Saturday and
Sunday, or legally OCSD observed holidays. Meetings with OCSD staff shall be scheduled
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from Monday through Thursday between the hours of 6:30AM and 4PM PST )and shall
conform to OCSD work schedules. OCSD review periods shall not include legally OCSD
observed holidays.
2.16. 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.
2.17.The term "days",when used in the Agreement, shall mean calendar days, unless otherwise
noted as workdays.
2.18.Work Hours: The work required under this Agreement may include normal Business hours,
evenings, and weekends.
2.19. CONSULTANT shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the price provided under"Compensation" below.
2.20. Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by CONSULTANT as a result of work performed
in anticipation of purchases of said services by OCSD.
2.21. Goods and Services, whether stated separately or in conjunction with each other, shall
mean IBM-MAXIMO ENTERPRISE ASSET MANAGEMENT SYSTEM PHASE IV—LOCK
OUT TAG OUT (LOTO) and the services related to the provision of such as described in
Exhibit"A".
2.22. Construction of Agreement. This Agreement is the product of joint discussions and
negotiations at arms' length between the parties, both of whom are sophisticated and
knowledgeable in business matters and both of whom have relied on the advice of
independent legal counsel. Any rule of law which would require interpretation of this
Agreement against the party that drafted it shall have no application to this Agreement.
3. Scope of Work: General requirements for the scope of this Project are listed below. A detailed
list of tasks and responsibilities are included in Exhibit"A", Scope of Work.
3.1. Scope of Work Subject to the terms of this Agreement, CONSULTANT shall perform the
Services identified in Exhibit "A Scope of Work CONSULTANT warrants that all of its
Services shall be performed in a competent, professional and satisfactory manner.
3.2. Modifications to Equipment and Facilities. OCSD shall be responsible for making OCSD-
approved modifications identified in an OCSD approved, Site Analysis Report. Thereafter,
CONSULTANT will be precluded from asserting that it is unable to perform its obligations
under this Agreement because of any pre-existing condition. During implementation, any
changes to the System or any costs that may be incurred in order to complete the
requirements of this Agreement but were not identified in the Site Analysis Report will be
the sole and exclusive responsibility of CONSULTANT. In addition, if the System is unable
to meet the Functional, Performance and Reliability Specifications and Requirements in
this Agreement after the identified upgrades and changes have been made, then
CONSULTANT will be responsible, at its own expense, for making any further upgrades or
changes necessary to achieve this result.
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3.3. User Qualifications. OCSD shall use its best efforts to ensure that persons operating the
System will be qualified, supervised, and trained in the use of personal computers and
normal operations. CONSULTANT will ensure that all training on the System or System
components will be conducted professionally and effectively so that each operator trained
by CONSULTANT is proficient in its use.
3.4. Transition. CONSULTANT will work with OCSD to ensure a smooth and efficient transition
from OCSD's current systems to the new System and to minimize disruption to current
operations, even if it necessitates working late evening, early morning, or weekend hours.
Any required disruptions to OCSD's operations shall be scheduled in advance and
approved by OCSD.
4. Modifications to Scope of Work Requests for modifications to the Scope of Work Exhibit"A"
hereunder can be made by OCSD at any time. All modifications must be made in writing and
signed by both Parties. A review of the time required for the modification will be made by OCSD
and CONSULTANT and the Agreement period adjusted accordingly.
5. License
5.1. Grant of License.
5.1.1. CONSULTANT hereby grants to OCSD a limited, nonexclusive, and
nontransferable annual license under applicable copyrights and/or trade secrets
(either site, node locked or per user as specified in Exhibit "B", Proposal)to use all
CONSULTANT Application Software provided under this Agreement for use by
OCSD. OCSD shall have the right to use all CONSULTANT Application Software
or any portion thereof on any equipment, , as a site license. OCSD shall permit
CONSULTANT reasonable, pre-scheduled access(Monday through Friday, 8:00 to
5:00 PM PST)to OCSD facilities for license administration audit purposes.
5.1.2. OCSD shall have the right to use all CONSULTANT Application Software as may
be necessary in order to operate the System purchased under this Agreement. In
addition, OCSD shall have the right to use the CONSULTANT Application Software
as necessary to (a) operate the System (b) conduct internal training and testing,
and (c) perform disaster recovery, backup, archive and restoration testing and
implementation as may be required in OCSD's judgment. This license shall apply
to all commercially available Updates throughout the term of this Agreement. OCSD
shall have the right to use all CONSULTANT Application Software licensed under
this Agreement on any equipment at any facility and at any location and may make
as many copies of the Software as it desires to support its authorized use of the
Software, provided the copies include CONSULTANT's or the third-party owner's
copyright or other proprietary notices.
5.1.3. All license rights of Third Party Software shall originate from the manufacturer. All
Third Party Software licenses shall be provided to OCSD and become effective at
the time the product is used by OCSD in a production environment.
5.1.4. The approval of CONSULTANT to use CONSULTANT Application Software and
Third Party Software and OCSD's use of it shall not constitute a waiver of OCSD's
right to reject the System, in whole or in part, if the requirements for Final System
Acceptance are not met.
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5.2. Limitations on License. Except as licensed to OCSD, CONSULTANT retains all of its
current rights, title, and interest in the CONSULTANT Application Software, including
Derivative Works, Custom Modifications, Configuration Changes and Updates. Unless
authorized by CONSULTANT or required by law, OCSD will not: (1) make available or
distribute all or part of the Software to any third party by assignment, sublicense or any
other means; or (2) disassemble, decompile, or reverse engineer the Software, or allow
any third party to do so.
5.3. Security. Certain Software Packages are required to operate in conjunction with a
hardware lock device or in conjunction with license administration Software and a license
authorization key provided by CONSULTANT or its representative. OCSD shall take no
steps to avoid or defeat the purpose of any required lock device or authorization key. Use
of any Software Package without a required lock device or authorization key shall be
unlicensed under this Agreement.
5.4. Restricted Access. OCSD shall use every reasonable method to restrict access to the
CONSULTANT Application Software, or Documentation related thereto, to persons not
authorized to use the CONSULTANT Application Software under the terms of this
Agreement. OCSD shall not copy the CONSULTANT Application Software or
Documentation except as necessary for use under this Agreement. OCSD shall not
decrypt, reverse compile or disassemble the CONSULTANT Application Software. OCSD
shall not export or re-export the CONSULTANT Application Software or Documentation.
Furthermore, OCSD shall abide by all applicable Federal and State Trademark and
Copyright laws.
6. Compensation:
Compensation to be paid by OCSD to CONSULTANT for the Services and Software provided
under this Agreement shall be a total amount not to exceed One Hundred Eighty-Eight Thousand
Three Hundred Eighteen Dollars ($188,318.00). Progress Payments for Services provided by
CONSULTANT shall be made in accordance with Exhibit"C' Best and Final Offer.
7. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND
RECORD OF WAGES (NOT USED)
8. Payment
8.1. CONSULTANT shall be paid by OCSD upon approval of invoices by OCSD Project
Manager, or his designee, for completion of milestone tasks and deliverables. Progress
payments shall be made per completed Task as stated in Section 1 of Exhibit"C' Best and
Final Offer.
8.2. OCSD, at its sole discretion, shall be the determining party as to whether the tasks and
deliverables for each milestone have been satisfactorily completed.
9. Invoices
9.1. 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.
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9.2. Invoices shall be emailed by CONSULTANT to OCSD at APStaff@OCSD.com. The
Specification and Purchase Order number shall both be referenced in the subject line.
10.Audit Rights: CONSULTANT agrees that, during the term of this Agreement and for a period of
three (3) years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of CONSULTANT relating to the invoices
submitted by CONSULTANT pursuant to this Agreement.
11. Performance:Time is of the essence in the performance of the provisions hereof.
12. Term
12.1.The Services to be provided by CONSULTANT under this Agreement shall commence on
the date of the Notice to Proceed (Effective Date), and be completed within (1) one year
from the Notice to Proceed (Effective Date).
12.2. Effect on Project Schedule. The time periods and requirements set forth in Exhibit "C"
Proposal, will not excuse CONSULTANT from complying with the completion of Tasks set
forth in the Labor Task List contained in Exhibit "B" Proposal. Unless otherwise specified,
the duration for the completion of these tasks set forth in the Labor Task List constitute the
duration by which CONSULTANT must complete the testing required by this Agreement
and achieve Final System Acceptance of the System installed.
12.3. Deadline for Final System Acceptance. Final System Acceptance must occur once the
System is accepted by OCSD as fully operational and is in full productive use by OCSD.
Final System Acceptance must be achieved by the CONSULTANT within (1)one year from
the date of the Notice to Proceed (Effective Date).
12.4.This Agreement and the license granted hereunder shall continue unless terminated in
accordance with the terms of this Agreement. The "Go-Live Date" is defined as the date
when the Licensed Software has been configured for and accepted for production use by
the Licensee and is used to set the Annual Re-licensing term.
13. Termination
13.1. OCSD reserves the right to terminate this Agreement for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a
termination notice, CONSULTANT shall immediately discontinue all work under this
Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)
days, pay CONSULTANT for work performed (cost and fee) to the date of termination.
CONSULTANT expressly waives any claim to receive anticipated profits to be earned
during the uncompleted portion of this Agreement. Such notice of termination shall
terminate this Agreement and release OCSD from any further fee, cost or claim hereunder
by CONSULTANT other than for work performed to the date of termination.
13.2. OCSD reserves the right to terminate this Agreement immediately upon OCSD's
determination that CONSULTANT is not meeting specification requirements, if the level of
service is inadequate, or any other default of this Agreement.
13.3. 00SD may also immediately cancel for default of this Agreement in whole or in part by
written notice to CONSULTANT:
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if CONSULTANT becomes insolvent or files a petition under the Bankruptcy Act; or
if CONSULTANT sells its business; or
if CONSULTANT breaches any of the terms of this Agreement; or
if total amount of compensation exceeds the amount authorized under this Agreement.
13.4.All OCSD property in the possession or control of CONSULTANT shall be returned by
CONSULTANT to OCSD on demand, or at the termination of this Agreement, whichever
occurs first. In addition, CONSULTANT will deliver to OCSD all Work Product currently in
existence and for which payment has been made.
13.5. Upon termination or expiration of this Agreement, CONSULTANT will cooperate with OCSD
to assist with the orderly transfer of services, functions, and operations provided by
CONSULTANT under this Agreement to another provider or to OCSD as determined by
OCSD in its sole discretion. Prior to the termination or expiration of this Agreement, OCSD
may require CONSULTANT to perform those transition services described below that
OCSD deems necessary to migrate CONSULTANT's work to another provider or to OCSD.
Transition services may include, but are not limited to the following:
13.5.1. Pre-Migration Services.
13.5.1.1.Working with OCSD to jointly develop a mutually agreed upon Transition
Services Plan to facilitate the termination of the services;
13.5.1.2. Notifying all affected vendors and subcontractors of CONSULTANT; and
13.5.1.3. Freezing all non-critical changes to the System.
13.5.2. Migration and Post-Migration.
13.5.2.1. Performing the Transition Services Plan activities.
13.5.2.2.Answering questions regarding the services performed by CONSULTANT
or the System on an as-needed basis;
13.5.2.3. Providing such other reasonable services needed to effectuate an orderly
transition to a new System.
13.6. OCSD agrees to pay CONSULTANT for transition services at an hourly rate of $150 per
hour, plus reasonable out-of-pocket expenses not to exceed ten percent (10%) of the
aggregate hourly compensation paid.
13.7.Termination by Either Party. CONSULTANT may terminate this Agreement 30 days
following notice to Licensee if: (i) Licensee fails to pay the license fee within thirty(30)days
of when due, or (ii) Licensee fails to comply with any material term or condition of this
Agreement and such non-compliance is not corrected to CONSULTANT's satisfaction
within thirty (30) days after written notice of the non-compliance; Licensee may terminate
this Agreement by written notice to CONSULTANT at any time, for any reason, with
disposition of the licensed Software in accordance with Section 13.7 herein. In the event
of any termination of this Agreement, any and all undisputed sums owed to CONSULTANT
hereunder shall become immediately due and payable without notice or demand.
13.8. Upon termination of this Agreement for any reason, licensee shall immediately cease using
the licensed Software and Documentation and shall either return to CONSULTANT or
destroy all copies of the licensed Software and Documentation under Licensee's control,
including without limitation, all copies of the licensed Software that are running in machines
controlled by Licensee. Within ten (10) days after any such termination, Licensee shall
provide CONSULTANT with a written statement signed by a duly authorized officer of
Licensee certifying that Licensee has complied with this Section.
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14.Indemnification and Hold Harmless Provision: CONSULTANT shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may arise
out of or be caused by CONSULTANT's services under this Agreement, or by its subcontractor
or by anyone directly or indirectly employed by CONSULTANT, and whether such damage or
injury shall accrue or be discovered before or after the termination of the Agreement. Except as
to the sole active negligence of or willful misconduct of OCSD, CONSULTANT shall indemnify,
protect, defend and hold harmless OCSD, its elected and appointed officials,officers, agents and
employees, from and against any and all claims, liabilities, damages or expenses of any nature,
including attorneys' fees: (a) for injury to or death of any person or damage to property or
interference with the use of property, arising out of or in connection with CONSULTANT's
performance under the Agreement, and/or (b) on account of use of any copyrighted or
uncopyrighted material, composition, or process,or any patented or unpatented invention, article
or appliance, furnished or used under the Agreement, and/or (c) on account of any goods and
services provided under this Agreement. This indemnification provision shall apply to any acts
or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part
of CONSULTANT of or anyone employed by or working under CONSULTANT. To the maximum
extent permitted by law, CONSULTANT's duty to defend shall apply whether or not such claims,
allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or
allegations that any of the parties to be defended were actively, passively, or concurrently
negligent, or which otherwise assert that the parties to be defended are responsible, in whole or
in part, for any loss, damage, or injury. CONSULTANT agrees to provide this defense
immediately upon written notice from OCSD, and with well qualified, adequately insured, and
experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early
termination of the Agreement.
15. Warranty
15.1. System Warranty. CONSULTANT warrants that the System will meet the Functional,
Performance and Reliability Specifications and Requirements as defined in this Agreement.
The System and/or each of its subsystems, components and Interfaces will be capable of
operating fully and correctly in conjunction with the System Hardware. CONSULTANT
warrants that for the term of this Agreement, the System will perform as described in this
Exhibit"C"Best and Final Offer and Exhibit"A"Scope of Work in material and workmanship
and will remain in good working order. In the event the System does not meet these
warranties, CONSULTANT shall provide, at no charge, the necessary software, hardware,
and/or services required to attain the levels or standards contained in these warranties.
15.2. CONSULTANT Application Software Warranties. CONSULTANT warrants that it owns or
otherwise has the right to license the CONSULTANT Application Software to OCSD and
that it possesses all rights and interests necessary to enter into this Agreement. In addition,
CONSULTANT warrants that:
15.2.1.All CONSULTANT Application Software licensed under this Agreement is free of
known Defects, viruses, worms and Trojan horses, and any code designed to
disable the Software because of the passage of time, alleged failure to make
payments due, or otherwise (except for documented security measures such as
password expiration functions);
15.2.2. During the term of the Agreement; the CONSULTANT Application Software will
meet or exceed the Functional, Performance and Reliability Specifications and
Requirements herein;
15.2.3.The CONSULTANT Application Software will: (1) store all date-related information
and process all data Interfaces involving dates in a manner that unambiguously
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identifies the century, for all date values before, during and after the Year 2000; (2)
calculate, sort, report and otherwise operate correctly and in a consistent manner
for all date information processed, whether before, during or after the Year 2000;
(3) calculate, sort, report and otherwise operate correctly, in a consistent manner
and without interruption regardless of whether the date on which the Software is
operated or executed is before,during or after the Year 2000; (4)report and display
all dates with a four-digit date so that the century is unambiguously identified; and
(5) handle all leap years correctly;
15.2.4. CONSULTANT Application Software is and will be general release versions that
have been fully tested at CONSULTANT's site in accordance with best industry
practices, and are not beta or pre-release versions (unless agreed to in writing by
OCSD); and,
15.2.5. Custom Modifications and Interfaces have been fully tested in accordance with best
industry practices and are free of known Defects. CONSULTANT further agrees
that during the term of this Agreement, CONSULTANT will provide OCSD, if OCSD
so desires, with any Updates at no additional cost (including any and all costs
associated with the installation of those Updates) immediately upon their
commercial availability to any other entity.
15.3.Work Quality Warranty. CONSULTANT warrants that all work performed by
CONSULTANT and/or its subcontractors underthis Agreement will conform to best industry
practices and will be performed in a professional and workmanlike manner by staff with the
necessary skills, experience and knowledge to do so.
15.4. Regulatory Warranty. CONSULTANT warrants that, for the Term of this Agreement, the
System will comply with all processing and reporting requirements for State and Federal
laws, and regulations. If the Software requires updating due to a change in a State or
Federal law, or regulation, affecting OCSD, CONSULTANT will provide these changes per
a mutually agreed to schedule at no additional charge to OCSD. Notwithstanding this
provision, in no event shall CONSULTANT provide said update later than the date required
by the State or Federal law or regulation affecting OCSD. In the event OCSD is notified of
a change in State or Federal law or regulations that requires updating the Software, OCSD
will notify CONSULTANT of that change as soon as reasonably possible.
15.5. Documentation Warranty. CONSULTANT warrants that, for the Term of this Agreement,
the Documentation for all licensed CONSULTANT Application Software will be complete
and accurate in all material respects. The Documentation will be revised to reflect all
Updates and Interfaces provided by CONSULTANT under this Agreement. This includes
Documentation on any Custom Modification or Configuration Changes made to the System
by CONSULTANT during the installation process.
15.6. Service Warranty. During the term of this Agreement, CONSULTANT warrants that it will
remedy any failure, malfunction, Defect or nonconformity in the System, as follows:
15.6.1. Priority One (P1) Defects. For purposes of this Warranty, a P1 Defect includes, but
is not limited to, loss of data, data corruption, a System or subsystem abort, any
condition where productive use of the System or any component thereof is
prohibited and no acceptable workaround is available. Examples of P1 Defects
include, but are not limited to:
15.6.1.1. System is down
15.6.1.2.Application, module or Interface is down or non-operational
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15.6.1.3.An Interface or application critical to System operation is substantially
impaired or problematic
15.6.1.4. Loss of data or data corruption after data has been entered
15.6.1.5.A subsystem or component thereof is non-functional
15.6.1.6. Productive use is prohibited
15.6.1.7.a Server or workstation goes down
15.6.1.8.two or more workstations or mobile devices lock up or malfunction
intermittently
15.6.1.9.a user cannot log on to the System
15.6.2. Priority Two (P2) Defects. For purposes of this Warranty a P2 Defect includes, but
is not limited to, compromise of the primary purpose of the System, subsystem or
Interface to an external system. Productive use by the end user is substantially
impacted and an acceptable workaround is not available. Examples of P2 Defects
include, but are not limited to:
15.6.2.1.a Software function does not work correctly(enteran example, if possible)
15.6.2.2.The user cannot produce a report with correct calculations
15.6.2.3. System, subsystem or an Interface performance is deemed unacceptable
per the Functional, Performance, and Reliability Specifications and
Requirements.
15.6.2.4. Incorrect cross streets are displayed on a verified address or location
15.6.2.5. Cannot create a scheduled event
15.6.2.6.A single workstation or mobile device locks up or malfunctions
intermittently
15.6.3. Priority Three (P3) Defects. For purposes of this Warranty, a P3 Defect includes,
but is not limited to, incomplete operation of a System component which impacts
productivity of staff but an acceptable workaround is generally available. Examples
of P3 Defects include but are not limited to:
15.6.3.1.Single workstation or mobile device locks up intermittently but infrequently
15.6.3.2. Minor deficiencies occur intermittently in any component of the System
15.6.3.3.A mapping function doesn't work but the failure does not interfere with the
user's ability to perform required tasks
15.6.3.4.A report does not function or report provides incorrect results
15.6.3.5.An incorrect message is presented in a dialog box
15.6.4. Priority Four(P4) Defects. For purposes of this Warranty, a P4 Defect consists of
those problems deemed by OCSD to be mainly cosmetic. Examples of P4 Defects
include, but are not limited to:
15.6.4.1.A misspelled word in the header of a report or in a help file
15.6.4.2.A minor error in output that does not interfere with the correct outputting
of statistics from the system
15.6.4.3. Minor printing errors in a report that does not impede OCSD's ability to
utilize the report for the required purpose.
15.6.4.4. Minor variances in text where the help file does not match the
Documentation
15.6.4.5. Minor variances in text where the Documentation doesn't match the
functionality but the System works properly
15.6.4.6.A print button doesn't work but the user can still print without opening or
closing multiple windows or loosing data or rebooting the System.
Orange County Sanitation District 12 of 20 Specification No. S-2017-871BD
15.6.5. Multiple Failures. Any situation involving multiple, contemporaneous failures,
regardless of their individual priorities, will be regarded as a Priority One Defect if,
in OCSD's determination, the situation results in OCSD having essentially no
productive use of the System or a major subsystem.
15.6.6. Permanent Cure. If OCSD accepts a workaround or other temporary cure as the
remedy for any reported Defect, CONSULTANT shall provide at no cost to OCSD
a permanent correction or cure and installation support within ten (10) days after
the permanent cure becomes available.
15.6.7. Third-party Warranty Coverage. Third-party products are provided with a pass-thru-
warranty from the original manufacturer.
16.Force Majeure: Neither party shall be liable for delays caused by accident, flood, ads 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.
17.Insurance: CONSULTANT and all subcontractors shall purchase and maintain, throughout the
life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to
the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit
"D". CONSULTANT shall not commence work under this Agreement until all required insurance
is obtained in a form acceptable to OCSD, nor shall CONSULTANT allow any 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.
18. Key Personnel: Personnel,as provided in Exhibit"B" Proposal, are considered"key"to the work
under this Agreement and will be available for the term of the Agreement. No person designated
as key under this Agreement shall be removed or replaced without prior written consent of OCSD.
If OCSD asks CONSULTANT to remove a person designated as key under this Agreement,
CONSULTANT agrees to do so immediately regardless of the reason, or the lack of reason, for
OCSD's request. CONSULTANT shall assign only competent personnel to perform services
pursuant to this Agreement.
19. Confidentiality and Non-Disclosure
19.1. CONSULTANT acknowledges that in performing the Services hereunder, OCSD may have
to disclose to CONSULTANT orally and in writing certain confidential information that
OCSD considers proprietary and has developed at great expense and effort.
19.2. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, or
corporation, without OCSD's prior written consent, any trade secret or confidential
information, knowledge or data relating to the products, process, or operation of OCSD.
19.3. CONSULTANT further agrees to maintain in confidence and not to disclose to any person,
firm,or corporation any data, information,technology,or material developed or obtained by
CONSULTANT during the term of this Agreement.
Orange County Sanitation District 13 of 20 Specification No. 5-2017-871BD
19.4. CONSULTANT agrees as follows:
• To use the Confidential Information only for the purposes described herein; to not
reproduce the Confidential Information; to hold in confidence and protect the
Confidential Information from dissemination to and use by anyone not a party to this
Agreement; and to not use the Confidential Information to benefit itself or others.
• To restrict access to the Confidential Information to its CONSULTANT or personnel
of CONSULTANT who (1) have a need to have such access and (2) have been
advised of and have agreed in writing to treat such information in accordance with
the terms of this Agreement.
• To return all Confidential Information in CONSULTANT's possession upon
termination of this Agreement or upon OCSD's request, whichever occurs first.
• To hold in confidence information and materials, if any, developed pursuant to the
Services hereunder.
19.5.The provisions of this Section shall survive termination or expiration of this Agreement and
shall continue for so long as the material remains confidential.
20. Ownership of Documents All drawings, specifications, reports, records, documents,
memoranda, correspondence, computations, and other materials prepared by CONSULTANT,
its employees, subcontractors, and agents in the performance of this Agreement shall be the
property of OCSD and shall be promptly delivered to OCSD upon request of the Project Manager
or upon the termination of this Agreement, and CONSULTANT shall have no claim for further
employment or additional compensation as a result of the exercise by OCSD of its full rights of
ownership of the documents and materials hereunder. Any use of such completed documents
for other projects and/or use of incomplete documents without specific written authorization by
the CONSULTANT will be at OCSD's sole risk and without liability to CONSULTANT.
CONSULTANT shall ensure that all its subcontractors shall provide for assignment to OCSD of
any documents or materials prepared by them.
21. Ownership of Intellectual Property
21.1. CONSULTANT agrees that all designs, plans, reports, specifications, drawings,
schematics, prototypes, models, inventions, and all other information and items made
during the course of this Agreement and arising from the Services (hereinafter referred to
as "New Developments") shall be and are assigned to OCSD as its sole and exclusive
property.
21.2. CONSULTANT agrees to promptly disclose to OCSD all such New Developments. Upon
OCSD's request, CONSULTANT agrees to assist OCSD, at OCSD's expense, to obtain
patents or copyrights for such New Developments, including the disclosure of all pertinent
information and data with respect thereto, the execution of all applications, specifications,
assignments, and all other instruments and papers which OCSD shall deem necessary to
apply for and to assign or convey to OCSD, its successors and assigns, the sole and
exclusive right, title and interest in such New Developments. CONSULTANT agrees to
obtain or has obtained written assurances from its employees and contract personnel of
their agreement to the terms hereof with regard to New Developments and Confidential
Information.
21.3. CONSULTANT warrants that CONSULTANT has good title to any New Developments, and
the right to assign New Developments to OCSD free of any proprietary rights of any other
party or any other encumbrance whatever.
Orange County Sanitation District 14 of 20 Specification No. S-2017-871 BD
21.4.The originals of all computations, drawings, designs, graphics, studies, reports, manuals,
photographs, videotapes, data, computer files, and other documents prepared or caused
to be prepared by CONSULTANT or its subcontractors in connection with these Services
shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize
these documents for OCSD applications on other projects or extensions of this Project, at
its own risk.
22.Infringement Claims: If an infringement claim occurs, CONSULTANT has thirty (30)days after
the receipt of OCSD's written notice of the claim or the date on which CONSULTANT first
becomes aware of the claim, whichever is sooner, to either: (a) procure for OCSD the right to
continue using the affected Product, Service, subsystem, component or Interface and deliver or
provide the Product, Service, subsystem, component, or Interface to OCSD; or (b) repair or
replace the infringing Product, Service, subsystem, component, or Interface so that it becomes
non-infringing, provided the performance of the System or any subsystems, components, or
Interfaces is not adversely affected by the replacement or modification. In the event
CONSULTANT is unable to comply with either subsection (a)or(b)of this paragraph within thirty
(30)days, OCSD may terminate this Agreement without any further obligation to CONSULTANT.
In the event of termination, in addition to any other legal remedies available to OCSD,
CONSULTANT will refund OCSD within ten (10) days of OCSD's notice of termination, the
license fees OCSD paid to CONSULTANT for the Product, Service, subsystem, component or
Interface. If the inability to comply with either subsection (a) or(b) of this paragraph causes the
System to fail to meet the Functional, Performance and Reliability Specifications and
Requirements or to otherwise become ineffective, CONSULTANT will refund OCSD all fees paid
to CONSULTANT under this Agreement.
23. No Solicitation of Employees Or Subcontractors
23.1. CONSULTANT and OCSD agree that it shall not, during the term of this Agreement and
for a period of one (1) year immediately following termination of this Agreement, or any
extension hereof, call on,solicit,or take away any of the employees or subcontractors about
whom CONSULTANT and OCSD became aware as a result of CONSULTANTS Services
to OCSD.
23.2. CONSULTANT and OCSD acknowledges that employees are critical to its business.
CONSULTANT and OCSD agree not to employ or otherwise engage either parties
employees or subcontractors during the term of this Agreement and for a period of one (1)
year following termination of this Agreement. Should CONSULTANT or OCSD violate this
provision, CONSULTANT or OCSD will pay to the party violated fifty percent (50%) of the
former employee's annual salary which payment is in addition to OCSD's rights and
remedies.
24.Independent Contractor Capacity
24.1.The relationship of CONSULTANT to OCSD is that of an independent contractor and
nothing herein shall be construed as creating an employment or agency relationship.
24.2. CONSULTANT shall act independently and not as an officer or employee of OCSD. OCSD
assumes no liability for CONSULTANT's action and performance, nor assumes
responsibility for taxes, funds, payments or other commitments, implied or expressed, by
or for CONSULTANT.
Orange County Sanitation District 15 of 20 Specification No. 5-2017-871BD
24.3. CONSULTANT shall not be considered an agent of OCSD for any purpose whatsoever,
nor shall CONSULTANT have the right to, and shall not, commit OCSD to any agreement,
contract or undertaking. CONSULTANT shall not use OCSD's name in its promotional
material or for any advertising or publicity purposes without expressed written consent.
24.4. CONSULTANT shall not be entitled to any benefits accorded to those individuals listed on
OCSD's payroll as regular employees including, without limitation, worker's compensation,
disability insurance, vacation, holiday or sick pay. CONSULTANT shall be responsible for
providing, at CONSULTANT's expense, disability, worker's compensation or other
insurance as well as licenses and permits usual or necessary for conducting the Services
hereunder.
24.5. CONSULTANT shall be obligated to pay any and all applicable local, state and federal
payroll and other taxes incurred as a result of fees hereunder. CONSULTANT hereby
indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties
suffered by OCSD arising out of CONSULTANT's breach of this provision.
24.6. CONSULTANT shall not be eligible to join or participate in any benefit plans offered to
those individuals listed on OCSD's payroll as regular employees. CONSULTANT shall
remain ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified CONSULTANT for tax purposes.
25. Licenses and Permits: CONSULTANT represents and warrants to OCSD that it has obtained
all licenses, permits, qualifications 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 CONSULTANT.
26. Governing Law: This Agreement shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in Orange County, in the event any action
is brought in connection with this Agreement or the performance thereof.
27.Applicable Laws and Regulations:OCSD and CONSULTANT shall comply with all applicable
federal, state, and local laws, rules, and regulations. CONSULTANT also agrees to indemnify
and hold harmless from any and all damages and liabilities assessed against OCSD as a result
of CONSULTANT'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.
28. Consultant's Representations: In the performance of duties under this Agreement, Consultant
shall adhere to the highest fiduciary standards, ethical practices and standards of care and
competence for their trade/profession. Consultant agrees to comply with all applicable Federal,
State and local laws and regulations.
29. Familiarity with Work: By executing this Agreement, CONSULTANT warrants that: 1) it has
investigated the work to be performed; 2) it has investigated the site of the work and is aware of
all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work
under this Agreement. Should CONSULTANT discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at CONSULTANT's risk, until
written instructions are received from OCSD.
Orange County Sanitation District 16 of 20 Specification No. S-2017-871BD
30. Dispute Resolution
30.1. 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 mediatorto 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.
30.2. 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 et 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.
31.Attorney's Fees:If any action at law or in equity or if any proceeding in the form of an Alternative
Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable, attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
32. Waiver: The waiver of either party of any breach or violation of, or default under, any provision
of this Agreement, shall not be deemed a continuing waiver by such party of any other provision
or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by
either party shall not operate as a waiver of that Party's rights to seek remedies available to it for
any subsequent breach. No remedy in this Agreement is intended to be exclusive, but each shall
be cumulative and in addition to any other remedy referenced herein or otherwise available by
law, in equity or otherwise.
33. Survival.,All provisions of this Agreement that by their nature would reasonably be expected to
continue after the termination of this Agreement will survive the termination of this Agreement,
including, without limitation, the following Sections and Paragraphs:
• Payment
• License
• Terms Included in Professional Services Agreement Addendum
• Audit
• Independent Contractor
• Warranty
• Indemnification
• Obligations Upon Expiration or Termination
• Transition of Services
Orange County Sanitation District 17 of 20 Specification No. 5-2017-871BD
• Confidentiality and Nondisclosure
• Forum for Enforcement
• Term
• Termination
• Miscellaneous
34. Right to Review Services, Facilities, and Records
34.1. OCSD reserves the right to review any portion of the Services performed by CONSULTANT
under this Agreement, and CONSULTANT agrees to cooperate to the fullest extent
possible.
34.2. CONSULTANT shall furnish to OCSD such reports, statistical data, and other information
pertaining to CONSULTANT's Services as shall be reasonably required by OCSD to carry
out its rights and responsibilities under its agreements with its bondholders or noteholders
and any other agreement relating to the development of the Project(s) and in connection
with the issuance of its official statements and other prospectuses with respect to the
offering, sale, and issuance of its bonds and other obligations.
34.3.The right of OCSD to review or approve drawings, specifications, procedures, instructions,
reports, test results, calculations, schedules, or other data that are developed by
CONSULTANT shall not relieve CONSULTANT of any obligation set forth herein.
35. Severablllty. If any section, subsection, or provision of this Agreement, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision is
held invalid, the remainder of this Agreement or instrument in the application of such section,
subsection or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate
the expectations of the Parties. If after one hundred and twenty(120)days,the parties have been
unable to reach agreement, this Agreement will be deemed terminated pursuant to Section 13.
36. OCSD Safety and Human Resources Policies: OCSD requires all contractors and consultants
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 a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with
State or Federal regulations then the CONSULTANT is required to follow the most stringent
regulatory requirement at no cost to OCSD. CONSULTANT and all their employees and
subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies
found at: hftps://www.ocsd.com/Home/ShowDocument?id=17591
37. Damage to OCSD's Property.,Any OCSD property damaged by CONSULTANT will be subject
to repair or replacement by CONSULTANT at no cost to OCSD.
38.Freight(F.O.B. Destination): CONSULTANT assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Agreement.
39.Assignments: CONSULTANT shall not delegate any duties nor assign any rights under this
Agreement without the prior written consent of OCSD. Any such attempted delegation or
assignment shall be void.
Orange County Sanitation District 18 of 20 Specification No. 5-2017-871BD
40. Changes In Control of CONSULTANT
40.1. In the event of a change in Control of CONSULTANT, OCSD shall have the option of
terminating this Agreement by written notice to CONSULTANT. CONSULTANT shall notify
OCSD within ten (10) days of the occurrence of a change in Control. As used in this
Section, 'Control" is defined as the possession, direct or indirect, of either:
40.1.1.the ownership or ability to direct the voting of fifty-one percent(51%)or more of the
equity interests, value, or voting power in CONSULTANT; or
40.1.2.the power to direct or cause the direction of the management and policies of
CONSULTANT, whether through ownership of voting securities, by contract, or
otherwise.
41. Third Party Rights: Nothing in this Agreement shall be construed to give any rights or benefits
to anyone other than OCSD and CONSULTANT.
42. Non-Liability of OCSD Officers and Employees: No officer or employee of OCSD shall be
personally liable to CONSULTANT, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to CONSULTANT or to its successor,
or for breach of any obligation of the terms of this Agreement.
43. Conflict of Interest and Reporting
43.1. CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of
interest in performance of this Agreement.
43.2. CONSULTANT affirms that to the best of its knowledge there exists no actual or potential
conflict between CONSULTANT'S families, business or financial interest or its Services
under this Agreement, and in the event of change in either its private interests or Services
under this Agreement, it will raise with OCSD any question regarding possible conflict of
interest which may arise as a result of such change.
44.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.
45.Read and Understood., By signing this Agreement, CONSULTANT represents that he has read
and understood the terms and conditions of the Agreement.
46.Entire Agreement: This Agreement constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings,
and negotiations between the Parties with respect to the subject matter hereof.
Orange County Sanitation District 19 of 20 Specification No. 5-2017-871BD
47. Notices: All notices under this Agreement must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed destination
and provides proof of delivery to the sender. Any facsimile notice must be followed within three
(3) days by written notice. Rejection or other refusal to accept or the inability to deliver because
of changed address or which no notice was given as provided hereunder shall be deemed to be
receipt of the notice, demand or request sent. All notices shall be effective when first received
at the following addresses:
OCSD: Natasha Dubrovski
Brandon Garcia
Contract Administrator Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
CONSULTANT: Garner R. Bennett, President
Total Resource Management, Inc.
510 King Street, Suite 200
Alexander, VA 22314-3132
IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands the day and year
indicated below.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly Lore
Clerk of the Board
Dated: By:
Contracts and Purchasing and Materials
Management Manager
TOTAL RESOURCE MANAGEMENT INC.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 20 of 20 Specification No. 5-2017-871BD
EXHIBIT "E"
PROFESSIONAL SERVICES AGREEMENT ADDENDUM
IBM-Maximo Enterprise Asset Management System Phase IV-LOTO
Specification No. 5-2017-871 BD
(Software Licensing Additional Terms)
THIS ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT ("Addendum') is
entered into effective as of the date of Notice to Proceeded, by and between TOTAL RESOURCE
MANAGEMENT, INC. ("CONSULTANT'), and ORANGE COUNTY SANITATION DISTRICT
("OCSD").
RECITALS
WHEREAS, the parties have entered into a Professional Services Agreement, dated on
or about the date of the Notice to Proceeded (Effective Date), pertaining to software procurement,
licensing, implementation, and maintenance;
WHEREAS, CONSULTANT utilizes terms specific to the software licensing portion of the
Agreement and services provided;
WHEREAS, the following terms are applicable to software licensing only and to the extent
that any provision of this Addendum conflicts with any provision of the Agreement,the Agreement
shall control;
WHEREAS, the parties desire to adopt terms in addition to those included in the
Agreement as set forth in this Addendum to more specifically set forth the terms upon which
CONSULTANT will license software for use by OCSD.
AGREEMENT
NOW THEREFORE, with the intent of being legally bound hereby, in consideration of the
mutual covenants and promises hereinafter set forth, and other good and valuable consideration,
which the parties acknowledge is sufficient to create a legally binding agreement, the parties
agree as follows:
1. PURPOSE. The purpose of this Addendum is to incorporate provisions specific to
software licensing into the Agreement.
2. LICENSE AND ANNUAL RE-LICENSING FEES. OCSD shall pay CONSULTANT
a non-refundable license fee for the Licensed Software (the"License Fee"), in the
amount set forth on Exhibit A of this Addendum, before start of configuration. The
first Annual Re-license fee, in the amount set forth on Exhibit A of this Addendum,
is due 12 months from the Go Live Date. OCSD shall pay CONSULTANT interest
on past-due amounts payable at a rate equal to one and one-half percent (1'/2%)
for each month the payment remains delinquent. All fees are accountable and
payable in U.S. Dollars.
1278006.1
Annual Re-licensing terms will be provided and invoiced according to TRM's
then-current prices for Re-licensing (15 percent of the then-current software
selling price). Re-licensing fee shall not be increased by more than 2% of the fee
for the previous year. TRM may change or update its Annual Re-license fee
terms from time to time, with written notice to Licensee, effective as of the next
annual License term. If Licensee does not pay an Annual Re-license fee when
due, Licensee shall be considered in breach of the Agreement and TRM shall
have no recourse but to terminate the Software License in accordance with
provisions of Section 13 of the Professional Services Agreement.
3. DOCUMENTATION. CONSULTANT will provide OCSD with one copy of
CONSULTANT's then-current standard documentation for the Licensed Software
( "Documentation"). OCSD may make one copy of the Documentation for each
controlling station.
4. OWNERSHIP OF LICENSED SOFTWARE.
a. No Copying. Except as required by law, OCSD may not copy the Licensed
Software or any other Confidential Information (as defined below) of
CONSULTANT in whole or in part, except that OCSD may make one copy of
the Licensed Software for back up and archival purposes as needed. OCSD
shall not remove any patent, trademark, copyright, restricted rights, limited
rights, proprietary rights or confidentiality notice included in or affixed to the
Licensed Software or any other Confidential Information of CONSULTANT and
shall reproduce all such notices in or on all copies of the Licensed Software or
Confidential Information of CONSULTANT made by OCSD in accordance with
this Agreement.
b. Modification/Reverse Enaineerinc. OCSD shall not alter, modify, enhance,
adapt, reverse engineer,disassemble,or make works derived from any version
of the Licensed Software or attempt to generate or access the source code for
the Licensed Software, whether by converting, translating, decompiling,
7disassembling or merging any part of the Licensed Software with any other
software.
c. Ownership. OCSD acknowledges and agrees that the Licensed Software is
owned by CONSULTANT and embodies a valuable trade secret asset of
CONSULTANT. Except as expressly licensed to OCSD herein, OCSD agrees
that all right, title, and interest in and to the Licensed Software and
Documentation, including without limitation, all copyrights, trade secrets and
other intellectual property rights pertaining thereto will remain vested in
CONSULTANT; and as between CONSULTANT and OCSD, CONSULTANT
shall own and hold all intellectual property rights in and to the Licensed
1278006.1
Software and the Documentation. CONSULTANT retains all rights not
expressly granted herein. No implied licenses shall Flow from this Agreement.
5. CONFIDENTIALITY.
a. Nondisclosure. OCSD shall retain the Confidential Information belonging to
CONSULTANT (as defined below) in the strictest confidence (i.e., a "need-to-
know" basis) and shall not disclose the Confidential Information to any third
party without CONSULTANT's prior express written consent. OCSD shall not
use the Confidential Information for any purpose not related to the use of the
Licensed Software in accordance with the terms of this Agreement, and shall
limit access to the Confidential Information to those of its employees and
agents whose work responsibilities require such access. CONSULTANT
acknowledges that OCSD is a Public Entity and must comply with the California
Public Records Act ("CPRA"). In the event OCSD receives a CPRA request
that would result in disclosure of Confidential Information belonging to
CONSULTANT, OCSD will promptly notify CONSULTANT so that
CONSULTANT may determine whether to take action to prevent the release
of information within the timeframe prescribed by the CPRA.
b. Confidential Information belonging to CONSULTANT. "Confidential
Information belonging to CONSULTANT" means (1)any data, documentation,
software, source code, inventions, know-how, ideas, product pricing
information, business methods, and/or any information disclosed by
CONSULTANT as a result of this Agreement, including, but not limited to, the
Licensed Software and Documentation; and (2) any other information,
technical data, or know-how which is designated in writing to be confidential or
proprietary or should reasonably be understood to be confidential or
proprietary, or if given orally, is designated at the time of disclosure as being
disclosed as confidential or proprietary or should reasonably be understood to
be confidential or proprietary. Confidential Information does not include
information which: (1) is in the public domain at the time of disclosure or
becomes available thereafter to the public without restriction and not as a result
of the act or omission of OCSD; (2) is rightfully obtained by OCSD from a third
party without restriction as to disclosure; (3) is lawfully in the possession of
OCSD at the time of disclosure and not otherwise subject to restriction on
disclosure; or (4) is approved for release by written authorization of
CONSULTANT.
c. Return of Information. Upon written request by CONSULTANT, OCSD shall
immediately return to CONSULTANT all written or other tangible
manifestations of material containing Confidential Information (whether
prepared by CONSULTANT, advisors or otherwise) and will not retain any
copies, extracts, storage or other reproductions in whole or in part of
1278006.1
Confidential Information. All documents, memoranda, notes, analyses,
compilations, studies and other writings and data prepared by or on behalf of
OCSD, advisors or otherwise based on the information in Confidential
Information shall be destroyed, all storage erased, and that destruction shall
be certified in writing to CONSULTANT.
6. AUDIT RIGHTS. Upon thirty (30) days written notice, CONSULTANT may audit
OCSD's use of the Licensed Software in accordance with this Addendum. OCSD
agrees to cooperate with CONSULTANT's audit and provide reasonable
assistance and access to information concerning OCSD's use of Licensed
Software. OCSD agrees to pay or contest in good faith, any underpaid License
Fees due pursuant to this Agreement within thirty (30) days of CONSULTANT's
written notification thereof.
7. ASSIGNMENT OF LICENSE. Without the express written consent of
CONSULTANT, this software license is not assignable or otherwise transferable
by OCSD, including without limitation any transfer in connection with an acquisition
in whole or in part of OCSD (or any of OCSD's assets) or a merger, consolidation,
or other reorganization, bankruptcy, or operation of law. Any purported
assignment or transfer made without CONSULTANT's consent shall be void.
8. TAXES. The License Fee and any other fees due hereunder are exclusive of all
U.S.,foreign,state, municipal and other governmental excise,sales, use,customs,
value added or other taxes, fees or duties now in force or enacted in the future,
including without limitation, all taxes in connection with the use, ownership and
licensing of software, but excluding taxes based on CONSULTANT's income.
Unless disputed and actively being contested by OCSD in good faith, OCSD shall
pay within fifteen (15) days of the applicable due date all such taxes, fees, duties
and charges which arise out of or in connection with this Agreement or any license
granted herein. If CONSULTANT is required at any time to pay any such tax, fee,
duty or charge, OCSD shall promptly reimburse CONSULTANT, at
CONSULTANT's discretion, any such taxes,fees and duties that may be added to
the License Fee. At CONSULTANT's discretion, any such taxes, fees and duties
may be added to the prices provided hereunder for the Licensed Software and
Annual Support Services or may be billed separately.
9. THIRD PARTY HOSTING. In the event OCSD desires to have a third party host
the Licensed Software and Documentation, OCSD shall give notice to
CONSULTANT and obtain CONSULTANT's prior written approval to any third
party hosting arrangement, which approval shall not be unreasonably withheld.
10. REMOTE ACCESS. Any employee of OCSD may access the Licensed Software
or Documentation remotely on a mobile computer in a home office, wireless
devices or otherwise. This provision is not intended to create any rights in third
parties or increase the number of Authorized Sites.
1278006.1
11. EXPORT CONTROLS. OCSD acknowledges that the Licensed Software is of
U.S. origin and is subject to the export control restrictions of the U.S. Export
Administration Regulations("EAR")and that the Licensed Software may not be re-
exported or otherwise retransferred except in accordance with the U.S. EAR.
Specifically, OCSD agrees that, unless an appropriate license from the U.S.
government is first obtained, the Software shall not be exported or re-exported: (i)
into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any
other country subject to a U.S. trade embargo; (ii) to any person or entity on the
U.S. Treasury Department's Specially Designated Nationals ("SDN") List or the
U.S. Department of Commerce's Denied Parties List; or (iii) for any purpose or
end-use that is otherwise prohibited by the U.S. EAR. OCSD warrants that: (1) it
is not a national or resident of a U.S. embargoed country; (ii) it is not a party
prohibited from receiving U.S. exports; and (iii) the Licensed Software is not
intended for any weapons proliferation-related end-use prohibited by the U.S.
EAR.
12. CONSTRUCTION. This Addendum shall be deemed fully incorporated into the
Agreement. Unless expressly provided to the contrary herein, to the extent that
any provision of this Addendum conflicts with any provision of the Agreement, the
Agreement shall control.
13. SEVERABILITY. If any provision of this Addendum shall be deemed for any
reason to be invalid, illegal, or unenforceable,such provision shall be severed from
the remainder of this Addendum,and that remainder shall continue in full force and
effect.
14. LIMITED LIABILITY
a. TRM warrants that it owns all intellectual property rights to the Licensed
Software and to the Documentation, and that such does not infringe on the
rights of any third party. TRM represents and warrants that, during the thirty
(30) day period following first delivery of the Licensed Software to Licensee,
the Licensed Software will operate substantially in accordance with applicable
Documentation, provided that Licensee operates the Licensed Software in
compliance with such Documentation. In the event the Licensed Software
fails to satisfy the warranty immediately above, TRM's sole obligation, and
Licensee's sole remedy for non-conformance of this warranty shall be, at
Licensee's option, to (i) use reasonable efforts to correct the nonconformity,
(ii) replace the non-conforming portion of the Licensed Software, or (iii) refund
the License Fee paid by Licensee for the non-conforming Licensed Software
upon return of the non-conforming copy thereof and terminate the license
therefore.
b. The limited warranty set forth herein will not apply to nonconformities
determined by TRM to have been caused by and to the extent of(1) deletions
1278006.1
or modification to the Licensed Software caused by a party other than TRM,
unless under the direction of TRM's customer support and Licensee performs
the changes in accordance therewith, (2) accident, misuse or negligence in
the operation or use by Licensee of the Licensed Software, (3) use,
adjustments, installation, or malfunction of any products or goods other than
those authorized by TRM, (4) combination of the Licensed Software with
hardware, software or other material not intended (as provided in the
Documentation)for combination with the Licensed Software, or(5)failure by
Licensee to incorporate any Enhancement or New Release (as such terms
are defined in Exhibit B). The limited warranties set forth in this Agreement
are made for Licensee's benefit only. The remedies in this Section 15 are the
sole and exclusive remedies for breach of these limited warranties
c. Limitation on Liability. Except for any liability of TRM for infringement, TRM's
liability, whether in contract, tort, otherwise, arising out of or in connection
with the Licensed Software shall not exceed the depreciated value
(determined using a straight-line method over a three-year life)of the License
Fee paid by Licensee to TRM for the copy of the Licensed Software giving
rise to the liability. TRM's liability whether in contract, tort, otherwise, arising
out of or in connection with Annual Support Services shall not exceed the
amount paid by Licensee in the preceding twelve (12) months in respect of
the Annual Support Services giving rise to the Iiability.IN NO EVENT SHALL
TRM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY, CONSEQUENTIAL OR TORT DAMAGES, INCLUDING
WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF
USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS
ARISING OUT OF OR IN CONNECTION WITH ANY LICENSED
SOFTWARE FURNISHED BY TRM, THE PERFORMANCE OF THE
LICENSED SOFTWARE OR ANY ANNUAL SUPPORT SERVICES, EVEN IF
THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
d. No Third Party Liability. TRM shall under no circumstances be liable for any
claim or demand by any third party based on or related to Licensee's use of
the Licensed Software or errors or alleged errors in the Licensed Software,
including, without limitation, persons using the facilities or services of
Licensee or their heirs or dependents
15. DISCLAIMER The express warranties set forth in sections 14a and 14b are the
only warranties made by TRM with respect to the licensed software and the
annual support services provided hereunder. TRM makes no warranty or
representation that licensee's use of the licensed software will be
uninterrupted or error-free, and specifically disclaims any and all other
warranties, whether written or oral, express or implied, with respect to the
licensed software, including any implied warranties of merchantability, or
fitness for a particular purpose.
1278006.1
IN WITNESS WHEREOF, the parties have executed this Second Addendum as of the
date first above written.
TOTAL RESOURCE MANAGEMENT, ORANGE COUNTY SANITATION DISTRICT
INC.
By: Gregory C. Sebourn, PLS
By: Garner R. Bennett, President Chair, Board of Directors
By: By: Kelly Lore
Clerk of the Board
By: Contracts and Purchasing and
Materials Management Manager
1278006.1
EXHIBIT A
TOTAL RESOURCE MANAGEMENT, INC.
LOTO MANAGER— SOFTWARE LICENSE AGREEMENT
Licensed Software and Fees
Licensee: ORANGE COUNTY SANITATION DISTRICT
Effective Date: GO LIVE DATE
The Licensed Software shall consist of the following:
Software ProductsQuantity Unit Cost Total Cost
TRM LOTO Manager for MAXIMO 2 Sites $25,000.00 $25,000.00
License
TRM LOTO Manager for MAXIMO 2 Sites $3,465.00
Annual Re-license Fee(first year
included in Software License fee
TOTAL FEES: $25,000.00
Authorized Site(s):
01. Plant#1
02. Plant#2
03.
04.
05.
06.
07,
08.
09.
10.
Licensee shall have the right pursuant to Section 1 of this Agreement to install(or have installed)the Licensed
Software for use at each site identified above and will not authorize or allow users or entities outside of Licensee's
own organization to access the Licensed Software.
1278006.1
EXIIIBIT B
TOTAL RESOURCE MANAGEMENT,INC.
LOTO MANAGER T'r SOFTWARE LICENSE AGREEMENT
Customer Support Services
Licensee: ORANGE COUNTY SANITATION DISTRICT
Effective Date:
For so long as Licensee has paid for Annual Re-license fees for the Licensed Software,TRM will provide the
following services:
Problem and Reporting Procedure. Licensee may report errors or problems with the Licensed Software to TRM by
telephone,email,fax,mail or TRM's Internet web site www.trnmet.com. Software support will be provided to the
Licensee during the hours of 8:00 a.m.and 5:00 p.m.U.S.Eastern Time,Monday through Friday,excluding TRM-
observed holidays. Inquiries submitted during the time period prescribed above will be responded to within two(2)
hours of notification. TRM may change its Customer Support hours from time to time upon notice to Licensee.
TRM's support hotline can be currently reached at support(dtametcom(email),(703)548-4285(phone),or(703)
548-3641 (Fax). Licensee shall send written notice of all suspected errors to TRM within five(5)days after
discovery,which notice shall include complete documentation of such errors. Software support for the Licensed
Software will consist of and be limited to telephone support line service by TRM support engineers for the purpose
of addressing product-specific technical difficulties and problems.
Upon TRM's request,Licensee shall cooperate with TRM to provide more information concerning any suspected
error or problem reported by Licensee. Upon verification by TRM of a reported error,TRM's sole obligation shall
be to use reasonable efforts to provide,at TRM's sole discretion,a software update or workaround to correct or
address such error.
1278006.1
ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir.
17J13/17 12/20/17
AGENDA REPORT emNumber Item Number
4 14
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: RIGHT OF WAY AND PROPERTY MANAGEMENT SERVICES
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Professional Consultant Services Agreement with Paragon Partners
Ltd. for Right of Way and Property Management Services, Specification No. CS-
2017-879, for the period January 1, 2018 through December 31, 2018, for a total
annual amount not to exceed $115,000, with two (2) six-month renewal options;
and
B. Approve a contingency of$11,500 (10%).
BACKGROUND
The Orange County Sanitation District(Sanitation District)owns and manages real estate,
rights-of-ways, and various properties. Recently, the Sanitation District purchased
additional properties for future use. Many of these newly acquired properties have
existing tenants and require property management resources. Additionally, the Sanitation
District maintains various rights-of-ways. Currently, the Sanitation District does not have
these property management resources on staff. While evaluating the future needs in this
area, staff recommends engaging a firm with this expertise on a short-term basis.
RELEVANT STANDARDS
• Protection of Orange County Sanitation District assets
PROBLEM
The Sanitation District owns and maintains real estate and properties which require
special expertise. At present, the Sanitation District does not employee staff with this
expertise.
PROPOSED SOLUTION
Engage an outside firm with real estate expertise on a short-term basis while evaluating
its needs and developing a long-term strategy to manage these assets.
Page 1 of 3
TIMING CONCERNS
The Sanitation District has obtained additional properties. Currently, the Sanitation
District does not have expertise in this area.
RAMIFICATIONS OF NOT TAKING ACTION
Sanitation District assets will not be maintained properly.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Sanitation District requested and advertised for proposals for Right of Way and
Property Management Services on August 17, 2017. The following evaluation criteria
were described in the request for proposals and used to determine the most qualified firm.
Cost was original weighted at 15%, but was not considered during the evaluation phase.
CRITERION WEIGHT
Qualifications of Firm 35%
Staffing and Project 15%
Organization
Work Plan 20%
Presentation 15%
Three (3) proposals were received on September 21, 2017, and evaluated in accordance
with the evaluation process set forth in Ordinance No. OCSD-47, by a pre-selected
evaluation team consisting of the following Sanitation District staff.
1) Director of Engineering
2) Accounting Supervisor
3) Engineering Manager
Following scoring by the evaluation team, two (2)firms were shortlisted for interviews on
October 17, 2017. Following the interview, each member of the evaluation team ranked
the firms based on both the proposals and interviews using the evaluation criteria and
weighting described above.
Paragon Partners Stadia Realty
Ltd. Inc.
Evaluator 1 697.50 662.50
Evaluator 850.00 720.00
Evaluator 3 675.00 600.00
Total Weighted Score 740.83 660.84
Page 2 of 3
Consultant shall provide a full array of expert property management and right of way
services including managing the Sanitation District's real property portfolio and procuring
necessary property easements, entitlements, and encroachments.
Other services include:
Title services including securing preliminary title commitments or title searches, securing
title updates and insurances for all necessary parcels.
Documentation of Sanitation District real property holdings in fee and easement right.
Develop a management strategy for each non-plant and pump station real estate interest
and identify opportunities for each interest or site (leasing or public agency cooperation).
Assistance with all stages of acquisition and disposition negotiations, including analyzing
title reports, identifying potential title problems, proposing methods to cure title
deficiencies, and assisting with closing services when necessary by obtaining updated
title commitments and certified copies of instruments of conveyance and ensuring
recordation of all instruments.
Permit and license acquisition services from private parties, federal, state, local,
regulatory, and jurisdictional agencies.
Evaluation, assessment, and documentation of the Sanitation District's real property
management needs, and recommend enhancements to existing policies and procedures.
Identification of areas in which the Sanitation District's portfolio management efforts are
not comprehensive and/or not sufficiently coordinated to meet industry standards.
Identification of areas where the Sanitation District's property rights are not being fully
utilized or protected.
Options and recommendations for the development of an organizational structure and
processes within the Sanitation District which will allow it to manage its property assets.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
• Professional Consultant Services Agreement - Right of Way and Property
Management Services
Page 3 of 3
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
Right of Way And Property Management Services
Specification No. CS-2017-879
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 Paragon Partners LTD.
with a principal place of business at 5660 Katella Ave, Suite 100 Cypress, CA 90630 (hereinafter
referred to as "Consultant") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, based on Consultant's expertise and experience, OCSD wishes to temporarily
engage Consultant to provide Right of Way and Property Management Services ("Services") as
described in Exhibit"A"; and
WHEREAS, Consultant submitted its proposal, dated September 21, 2017 and
WHEREAS, on December 20, 2017 the Board of Directors of OCSD, by minute order, authorized
execution of this Agreement between OCSD and Consultant; and
WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Ordinance
No. OCSD-47; and
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and
Consultant. The Terms and Conditions herein exclusively govern the purchase of
Services as described in Exhibit"A" Scope of Work.
1.2 Exhibits to this Agreement are incorporated by reference and made a part of this
Agreement as though fully set forth at length herein. Exhibits to this Agreement are as
follows in order of precedence:
Exhibit"A" Scope of Work
Exhibit"B" Final Cost Proposal submitted by Consultant on November 7, 2017
Exhibit"C" Proposal submitted by Consultant Dated September 21, 2017
Exhibit"D" Acknowledgement of Insurance Requirements
Exhibit"E" OCSD Safety Standards
1.3 In the event of any conflict or inconsistency between the provisions of this Agreement
and any of the provisions of the exhibits hereto, the provisions of this Agreement shall
in all respects govern and control.
1.4 This Agreement may not be modified, changed or supplemented, nor may any
obligations hereunder be waived or extensions of time for performance granted, except
by written instrument signed by both Parties.
Orange County Sanitation District 1 of 11 Specification No. CS-2017-679
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 workdays.
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 Friday 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 Work Hours: The work required under this Agreement may include normal Business
hours, evenings, and weekends. OCSD will not pay Travel Time.
1.10 Work Hours: All work shall be scheduled Monday through Friday, between 7:30AM and
5:30PM. OCSD will not pay Travel Time.
1.11 Consultant shall provide OCSD with all required premiums and/or overtime work at no
charge beyond the prices provided in Exhibit"B".
1.12 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Consultant as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Scone of Work Subject to the terms of this Agreement, Consultant shall perform the Services
identified in Exhibit"A" and Consultant warrants that all of its Services shall be performed in
a competent, professional and satisfactory manner.
3. Modifications to Scone of Work Requests for modifications to the Scope of Work hereunder
can be made by OCSD at any time. All modifications must be made in writing and signed by
both Parties. A review of the time required for the modification will be made by OCSD and
Consultant and the Agreement period adjusted accordingly.
4. Compensation Compensation to be paid by OCSD to Consultant for the Services provided
under this Agreement shall be a total amount not to exceed One Hundred and Fifteen
Thousand Dollars ($115,000.00).
5. California Department of Industrial Relations (DIR)Renislrafion and Record of Wanes
(Not Used)
Orange County Sanitation District 2 of 11 Specification No. CS-2017-879
6. Payment and Invoicing
6.1 Consultant shall be paid monthly by OCSD upon approval of invoices by OCSD Project
Manager, or his designee, for Services rendered as outlined in Exhibit "A" Scope of
Work. OCSD, at its sole discretion, shall be the determining party as to whether the
Services have been satisfactorily completed.
6.2 Invoices shall be emailed by Consultant to OCSD Accounts Payable at
APStaff()OCSD.com and"INVOICE"and the Purchase Order number and Specification
No. CS-2017-879"shall be referenced in the subject line.
7. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of
three (3)years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Consultant relating to the invoices
submitted by Consultant pursuant to this Agreement.
6. Commencementand Term The Services to be provided by Consultant underthis Agreement
shall commence on the date of the Notice to Proceed (Effective Date), and be completed
within one (1) year from the Effective Date of the Notice to Proceed.
9. Renewals
9.1 OCSD may exercise the option to renew the Agreement for up to two (2) six (6)
month periods based upon the criteria set forth in the Scope of Work, 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.
9.2 Renewals may be made through the OCSD Purchase Order Process.
10. Extensions The Term of this Agreement may be extended only by written instrument signed
by both Parties.
11. Performance Time is of the essence in the performance of the provisions hereof.
12. Termination
12.1 OCSD reserves the right to terminate this Agreement for its convenience,with or without
cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a
termination notice, Consultant shall immediately discontinue all work under this
Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty
(30) days, pay Consultant for work performed (cost and fee)to the date of termination.
Consultant expressly waives any claim to receive anticipated profits to be earned during
the uncompleted portion of this Agreement. Such notice of termination shall terminate
this Agreement and release OCSD from any further fee, cost or claim hereunder by
Consultant other than for work performed to the date of termination.
12.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's
determination that Consultant is not 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 Consultant:
Orange County Sanitation District 3 of 11 Specification No. CS-2017-879
• if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or
• if Consultant sells its business; or
• if Consultant breaches any of the terms of this Agreement; or
• if total amount of compensation exceeds the amount authorized under this
Agreement.
12.4 All OCSD property in the possession or control of Consultant shall be returned by
Consultant to OCSD on demand, or at the termination of this Agreement, whichever
occurs first.
13. Indemnification and Hold Harmless Provision Consultant shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Consultant's services under this Agreement, or by its
subcontractor or by anyone directly or indirectly employed by Consultant, and whether such
damage or injury shall accrue or be discovered before or after the termination of the
Agreement. Except as to the sole active negligence of or willful misconduct of OCSD,
Consultant shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Consultant's performance under the Agreement, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or any
patented or unpatented invention, article or appliance, furnished or used under the
Agreement, and/or(c)on account of any goods and services provided under this Agreement.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Consultant of or anyone
employed by or working under Consultant. To the maximum extent permitted by law,
Consultant's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are mantissa, or which involve claims or allegations that any of the
parties to be defended were actively, passively, or concurrently negligent, or which otherwise
assert that the parties to be defended are responsible, in whole or in part, for any loss,
damage, or injury. Consultant agrees to provide this defense immediately upon written notice
from OCSD, and with well qualified, adequately insured, and experienced legal counsel
acceptable to OCSD. This section shall survive the expiration or eady termination of the
Agreement.
14. Insurance Consultant and all subconsultant shall purchase and maintain, throughout the life
of this Agreement and any periods of warranty or extensions, insurance in amounts equal to
the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit
V. Consultant shall not commence work under this Agreement until all required insurance
is obtained in a form acceptable to OCSD, nor shall Consultant allow any
subcontractor/subconsultant 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.
15. Key Personnel Key Personnel, as provided in Exhibit"C", are considered "key" to the work
under this Agreement and will be available for the term of the Agreement. No person
designated as key under this Agreement shall be removed or replaced without prior written
consent of OCSD. If OCSD asks Consultant to remove a person designated as key under
this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack
of reason, for OCSD's request. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement.
Orange County Sanitation District 4 of 11 Specification No. CS-2017-979
16. Confidentiality and Non-Disclosure
16.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have
to disclose to Consultant orally and in writing certain confidential information that OCSD
considers proprietary and has developed at great expense and effort.
16.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or
corporation, without OCSD's prior written consent, any trade secret or confidential
information, knowledge or data relating to the products, process, or operation of OCSD.
16.3 Consultant further agrees to maintain in confidence and not to disclose to any person,
firm, or corporation any data, information,technology, or material developed or obtained
by Consultant during the term of this Agreement.
16.4 Consultant agrees as follows:
• To use the Confidential Information only for the purposes described herein; to not
reproduce the Confidential Information; to hold in confidence and protect the
Confidential Information from dissemination to and use by anyone not a party to this
Agreement; and to not use the Confidential Information to benefit itself or others.
• To restrict access to the Confidential Information to its Consultant or personnel of
Consultant who (1) have a need to have such access and (2) have been advised of
and have agreed in writing to treat such information in accordance with the terms of
this Agreement.
• To return all Confidential Information in Consultant's possession upon termination of
this Agreement or upon OCSD's request, whichever occurs first.
• To hold in confidence information and materials, if any, developed pursuant to the
Services hereunder.
16.5 The provisions of this Section shall survive termination or expiration of this Agreement
and shall continue for so long as the material remains confidential.
17. Ownership of Documents All drawings, specifications, reports, records, documents,
memoranda, correspondence, computations, and other materials prepared by Consultant, its
employees, subconsultants, and agents in the performance of this Agreement shall be the
property of OCSD and shall be promptly delivered to OCSD upon request of the Project
Manager or upon the termination of this Agreement, and Consultant shall have no claim for
further employment or additional compensation as a result of the exercise by OCSD of its full
rights of ownership of the documents and materials hereunder. Any use of such completed
documents for other projects and/or use of incomplete documents without specific written
authorization by the Consultant will be at OCSD's sole risk and without liability to Consultant.
Consultant shall ensure that all its subconsultants shall provide for assignment to OCSD of
any documents or materials prepared by them.
18. Ownership of Intellectual Property
18.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics,
prototypes, models, inventions, and all other information and items made during the
course of this Agreement and arising from the Services (hereinafter referred to as"New
Developments") shall be and are assigned to OCSD as its sole and exclusive property.
Orange County Sanitation District 5 of 11 Specification No. CS-2017-879
18.2 Consultant agrees to promptly disclose to OCSD all such New Developments. Upon
OCSD's request, Consultant agrees to assist OCSD, at OCSD's expense, to obtain
patents or copyrights for such New Developments, including the disclosure of all
pertinent information and data with respect thereto, the execution of all applications,
specifications, assignments, and all other instruments and papers which OCSD shall
deem necessary to apply for and to assign or convey to OCSD, its successors and
assigns, the sole and exclusive right, title and interest in such New Developments.
Consultant agrees to obtain or has obtained written assurances from its employees and
contract personnel of their agreement to the terms hereof with regard to New
Developments and Confidential Information.
18.3 Consultant warrants that Consultant has good title to any New Developments, and the
right to assign New Developments to OCSD free of any proprietary rights of any other
party or any other encumbrance whatever.
18.4 The originals of all computations, drawings, designs, graphics, studies, reports,
manuals, photographs,videotapes,data, computer files, and other documents prepared
or caused to be prepared by Consultant or its subconsultants in connection with these
Services shall be delivered to and shall become the exclusive property of OCSD. OCSD
may utilize these documents for OCSD applications on other projects or extensions of
this project, at its own risk.
19. No Solicitation of Employees Or Subconsultant
19.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of
one (1) year immediately following termination of this Agreement, or any extension
hereof, call on, solicit, or take away any of the employees or subconsultant about whom
Consultant became aware as a result of Consultant's Services to OCSD.
19.2 Consultant acknowledges that OCSD's employees are critical to its business.
Consultant agrees not to employ or otherwise engage OCSD's employees or
subconsultant during the term of this Agreement and for a period of one (1) year
following termination of this Agreement. Should Consultant violate this provision,
Consultant will pay OCSD fifty percent (50%) of the former employee's annual salary
which payment is in addition to OCSD's rights and remedies.
20. Independent Contractor Capacity
20.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing
herein shall be construed as creating an employment or agency relationship.
20.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD
assumes no liability for Consultant's action and performance, nor assumes responsibility
for taxes, funds, payments or other commitments, implied or expressed, by or for
Consultant.
20.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor
shall Consultant have the right to, and shall not, commit OCSD to any agreement,
contract or undertaking. Consultant shall not use OCSD's name in its promotional
material or for any advertising or publicity purposes without expressed written consent.
Orange County Sanitation District 6 of 11 Specification No. CS-2017-879
20.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on
OCSD's payroll as regular employees including, without limitation, worker's
compensation, disability insurance, vacation, holiday or sick pay. Consultant shall be
responsible for providing, at Consultant's expense, disability, worker's compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
20.5 Consultant shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies
OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by
OCSD arising out of Consultant's breach of this provision.
20.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those
individuals listed on OCSD's payroll as regular employees. Consultant shall remain
ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Consultant for tax purposes.
21. Licenses, Permits Consultant represents and warrants to OCSD that it has obtained and
will maintain 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 Consultant.
22. Consultant's Representations In the performance of duties under this Agreement,
Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of
care and competence for their trade/profession. Consultant agrees to comply with all
applicable Federal, State and local laws and regulations.
23. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has
investigated the work to be performed; 2) it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
work under this Agreement. Should Consultant discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Consultant's risk, until
written instructions are received from OCSD.
24. Rtpht to Review Services. Facilities. and Records
24.1 OCSD reserves the right to review any portion of the Services performed by Consultant
under this Agreement, and Consultant agrees to cooperate to the fullest extent possible.
24.2 Consultant shall furnish to OCSD such reports, statistical data, and other information
pertaining to Consultant's Services as shall be reasonably required by OCSD to carry
out its rights and responsibilities under its agreements with its bondholders or
noteholders and any other agreement relating to the development of the project(s) and
in connection with the issuance of its official statements and other prospectuses with
respect to the offering, sale, and issuance of its bonds and other obligations.
24.3 The right of OCSD to review or approve drawings, specifications, procedures,
instructions, reports, test results, calculations, schedules, or other data that are
developed by Consultant shall not relieve Consultant of any obligation set forth herein.
Orange County Sanitation District 7 of 11 Specification No. CS-2017-879
25. Force Maieure Neither party shall be liable for delays caused by accident,Flood, acts of God,
fire, labor trouble, war, acts of government or any other cause beyond its control, but said
party shall use reasonable efforts to minimize the extent of the delay. Work affected by a
Force Majeure condition may be rescheduled by mutual consent or may be eliminated from
the Agreement.
26. Severability If any section, subsection, or provision of this Agreement, or any agreement or
instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid, the remainder of this Agreement or instrument in the application of such
section, subsection or provision to persons or circumstances other than those to which it is
held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties.
27. WaiverThe waiver of either party of any breach or violation of, or default under, any provision
of this Agreement, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Agreement or default thereunder.
Any breach by Consultant to which OCSD does not object shall not operate as a waiver of
OCSD's rights to seek remedies available to it for any subsequent breach.
28. Remedies In addition to other remedies available in law or equity, if the Consultant fails to
make delivery of the goods or Services or repudiates its obligations under this Agreement, or
if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,OCSD
may(1) 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 Consultant. In the event OCSD elects to"cover" as described in
(3), OCSD shall be entitled to recover from Consultant as damages the difference between
the cost of the substitute goods or Services and the contract price,together with any incidental
or consequential damages.
29. Governing Law This Agreement shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in Orange County, in the event any
action is brought in connection with this Agreement or the performance thereof.
30.Attorney's Fees If any action at law or in equity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
31. Dispute Resolution
31.1 In the event of a dispute as to the construction or interpretation of this Agreement, or
any rights or obligations hereunder, the Parties shall first attempt, in good faith, to
resolve the dispute by mediation. The Parties shall mutually select a mediator to
facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator,
the mediation shall be conducted in accordance with the Commercial Mediation Rules
of the American Arbitration Agreement, through the alternate dispute resolution
procedures of Judicial Arbitration through Mediation Services of Orange County
("JAMS"),or any similar organization or entity conducting an alternate dispute resolution
process.
31.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil
Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator
Orange County Sanitation District 8 of 11 Specification No. CS-2017-879
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.
32. Damage to OCSD's Property Any OCSD property damaged by Consultant will be subject to
repair or replacement by Consultant at no cost to OCSD.
33. OCSD Safety and Human Resources Policies OCSD requires all contractors and
Consultants to follow and ensure their employees and all subconsultant follow all State and
Federal regulations as well as OCSD requirements while working at OCSD locations. If during
the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do
not comply with State or Federal regulations then the Consultant is required to follow the most
stringent regulatory requirement at no cost to OCSD. Consultant and all their employees and
subconsultant, shall adhere to all applicable OCSD Safety and Human Resources Policies
found at https://www.oGsd.com/about-us/transparency/safety-and-human-resources-policy/-
folder-631 and Human Resource Policies are hereby incorporated by reference as though
fully set forth herein in Exhibit"E".
34. Freight (F.G.B. Destination) Consultant assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Agreement.
35.Assignments Consultant shall not delegate any duties nor assign any rights under this
Agreement without the prior written consent of OCSD. Any such attempted delegation or
assignment shall be void.
36. Conflict of Interest and Reporting
36.1 Consultant shall at all times avoid conflict of interest or appearance of conflict of interest
in performance of this Agreement.
36.2 Consultant affirms that to the best of its knowledge there exists no actual or potential
conflict between Consultant's families, business or financial interest or its Services under
this Agreement, and in the event of change in either its private interests or Services
under this Agreement, it will raise with OCSD any question regarding possible conflict
of interest which may arise as a result of such change.
37. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits
to anyone other than OCSD and Consultant.
38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be
personally liable to Consultant, or any successor-in-interest, in the event of any default or
breach by OCSD or for any amount which may become due to Consultant or to its successor,
or for breach of any obligation of the terms of this Agreement.
Orange County Sanitation District 9 of 11 Specification No. CS-2017-879
39.Authority to Execute The persons executing this Agreement on behalf of the Parties warrant
that they are duly authorized to execute this Agreement and that by executing this Agreement,
the Parties are formally bound.
40. Read and Understood By signing this Agreement, Consultant represents that he has read
and understood the terms and conditions of the Agreement.
41. Entire Agreement This Agreement constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Orange County Sanitation District 10 of 11 Specification No. CS-2017-879
42. Notices All notices under this Agreement must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed destination
and provides proof of delivery to the sender. Any facsimile notice must be followed within
three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver
because of changed address for which no notice was given as provided hereunder shall be
deemed to be receipt of the notice, demand or request sent. All notices shall be effective
when first received at the following addresses:
OCSD: Brandon Garcia
Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Consultant: Nellie LaValle, President& CEO
Paragon Partners LTD.
5660 Katella Avenue, Suite 100
Cypress, CA 90630
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly Lore
Clerk of the Board
Dated: By:
Contracts and Purchasing and Materials
Management Manager
PARAGON PARTNERS LTD.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 11 of 11 Specification No. CS-2017-879
ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir.
12J13/17 12/20/17
AGENDA REPORT emNumber Item Number
s 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 17-17, entitled "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; Adopting District's Investment Policy Statement and
Performance Benchmarks; and Repealing Resolution No. OCSD 16-19."
BACKGROUND
This agenda item presents an update to the Orange County Sanitation District's
(Sanitation District) 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
2018.
The Sanitation District's Investment Policy Statement was previously approved by the
Administration Committee and Board for calendar year 2017 in October 2016.
RELEVANT STANDARDS
• Orange County Sanitation District Investment Policy
• California Government Code Sections 53607 and 53646
PROBLEM
California Government Code Section 53607 allows for the Board of Directors to delegate
authority to invest and/or reinvest the Sanitation District's funds to the Treasurer for a
one-year period. California Government Code Section 53646 requires the Sanitation
District to review its Investment Policy annually and readopt its Policy at a public meeting,
which will establish specific performance benchmarks and objectives, and specific
monitoring and reports. On October 26, 2016, the Board of Directors adopted Resolution
No. OCSD 16-19, entitled "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, Adopting District's Investment Policy Statement and Performance Benchmarks;
and Repealing Resolution No. OCSD 15-25." Authority delegated by the Board of
Page 1 of 4
Directors to the Director of Finance/Treasurer to invest and/or reinvest the Sanitation
District's funds expires on December 31, 2017. Pursuant to California Government Code
Section 53646, the Sanitation District's Investment Policy must be reviewed and
readopted prior to December 31, 2017.
PROPOSED SOLUTION
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, 2018 to December 31, 2018, in compliance with the requirements of California
Government Code Section 53607. Each year, the Board of Directors will consider similar
actions, along with the annual reconsideration of the Sanitation District's Investment
Policy.
TIMING CONCERNS
The Board of Directors delegation of authority to the Director of Finance/Treasurer to
invest and/or reinvest the Sanitation District's funds will expire on December 31, 2017.
Pursuant to California Government Code Section 53646, the Sanitation District's
Investment Policy must be reviewed and readopted prior to December 31, 2017.
RAMIFICATIONS OF NOT TAKING ACTION
The Sanitation District's Director of Finance/Treasurer will not be able to invest and/or
reinvest the Sanitation District's funds and the Sanitation District will not be in compliance
with California Government Code Section 53646.
PRIOR COMMITTEE/BOARD ACTIONS
December 2016 - Board adopted Resolution No. OCSD 16-19, entitled "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,Adopting District's Investment Policy
Statement and Performance Benchmarks; and Repealing Resolution No. OCSD 15-25.
ADDITIONAL INFORMATION
The Sanitation District Investment Policy Statement is a comprehensive document
describing the policy, authorizations, benchmarks, delegations,and investment limitations
contained within these 16 distinct sections.
1.0 Policy
2.0 Scope
3.0 Standard of Prudence
4.0 Investment Objectives
5.0 Delegation of Authority
6.0 Ethics and Conflicts of Interest
7.0 Authorized Financial Dealers and Institutions
Page 2 of 4
8.0 Authorized and Suitable Investments
9.0 Collateralization
10.0 Safekeeping and Custody
11.0 Diversification
12.0 Maximum Maturities
13.0 Internal Control
14.0 Performance Objectives and Benchmarks
15.0 Reporting
16.0 Investment Policy Adoption and Revision
The Investment Policy will govern the investment activities of Chandler Asset
Management, the Sanitation District's external money manager, on behalf of the
Sanitation District. On December 11, 2012, the Sanitation District's Investment Policy
Statement received the Investment Policy Certification of Excellence Award from the
California Municipal Treasurer's Association (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.
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 Asset Management reviewed the existing policy to ensure that the language
remains current with the California Government Code.
The proposed Investment Policy is attached with redlined changes from the most recent
approved policy in October 2016. These proposed changes include:
• Adding Supranational securities to the list of securities that are not subject to the
5% limitation per issuer as requested by the District's Investment Manager,
Chandler Asset Management, for the purpose of enhancing returns.
• California Government Code Section 53601(q) allows local agencies to invest in
securities that are issued by three supranationals: (1)World Bank, (2) International
Finance Corporation (IFC), and (3) International American Development Bank
(IADB) not to exceed 30% of the agency's investment portfolio. By adding
supranational securities to the list of securities that are not subject to the 5%
limitation per issuer, the Sanitation District can invest up to 30% of its portfolio in
supranational securities. If supranational securities are not added to the list of
securities that are not subject to the 5% limitation per issuer, then the Sanitation
District would continue to be subject to an investment limit of 15% of its portfolio
on supranational securities (5% World Bank, 5% IFC, and 5% IADB).
The possible perceived lack of diversification by allowing up to 30% of the portfolio
be invested in supranationals is mostly offset by the California Government Code
Page 3 of 4
Section 53601(q) requirement that all supranational investments have a rating
category of"AA" or better by a nationally recognized statistical rating organization
(NRSRO) and the securities must be eligible for purchase and sale within the U.S.
• Updating the Sanitation District Treasury Management Procedures to reflect the
replacement of Mellon/Boston Trust with U.S. Bank as the Sanitation District's
master custodian and safekeeping bank.
• Updating the State Treasurer's Local Agency Investment Fund Wiring Instructions
Form to include the option of initiating LAW deposits or withdrawals via LAW
Online.
Annual Delegation of Investment Authority
Effective January 1, 1997, California Government Code Section 53607 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.
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(a)are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Exhibit A - OCSD Calendar Year 2017 Investment Policy Statement
• Exhibit B - Performance Monitoring and Reporting Schedule and Summary
• Proposed Resolution No. OCSD 17-17
• Orange County Sanitation District Treasury Management Procedures
Page 4 of 4
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 pursuant to this
chapter are trustees and therefore fiduciaries subject to the prudent investor standard.
When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing
Page 1
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
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
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procedures established by the Treasurer. The Treasurer shall be
responsible for all transactions undertaken by OCSD internal staff, and
shall establish a system of controls to regulate the activities of internal
staff and external investment advisors engaged in accordance with
Section 5.3.
5.2 The administrative procedures for the operation of OCSD's investment
program will provide for, but not be limited to, the following:
5.2.1 Formats for monthly and quarterly reports to the Administration
Committee, and the Board of Directors.
5.2.2 Compliance with generally accepted accounting principles of
the Government Accounting Standards Board.
5.2.3 Establishment of benchmarks for performance measurement.
5.2.4 Establishment of a system of written internal controls.
5.2.5 Establishment of written procedures for competitive bids and
offerings of securities that may be purchased or sold by internal OCSD
staff.
5.2.6 Establishment of a Desk Procedures Manual for treasury
operations and management.
5.3 The Board of Directors of OCSD may, in its discretion, engage the
services of one or more registered investment advisors to assist in the
management of OCSD's investment portfolio in a manner consistent with
OCSD's objectives. Such external investment advisors, which shall be
selected through a competitive process, shall be granted discretion to
purchase and sell investment securities in accordance with this
Investment Policy. Such advisors must be registered under the
Investment Advisers Act of 1940, or be exempt from such registration.
6.0 Ethics and Conflicts of Interest:
6.1 Officers and employees of OCSD involved in the investment process shall
refrain from personal business activities that could conflict with proper
execution of OCSD's investment program, or which could impair their
ability to make impartial investment decisions. Employees and investment
officials shall disclose to the General Manager any material financial
interests in financial institutions that conduct business within OCSD's
boundaries, and they shall further disclose any large personal
financial/investment positions, the performance of which could be related
to the performance of positions in OCSD's portfolio.
Page 3
7.0 Authorized Financial Dealers and Institutions:
7.1 For investment transactions conducted by OCSD internal staff, the
Treasurer will maintain a list of financial institutions authorized to provide
investment services to OCSD, including "primary" or regional dealers that
qualify under Securities and Exchange Commission Rule 15C3-1 (Uniform
Net Capital rule), and Federal or State of California chartered banks. No
public deposit shall be made except in a qualified public depository as
established by State law.
All financial institutions which desire to become qualified bidders for
investment transactions with OCSD must supply the following for
evaluation by the Treasurer:
7.1.1. Audited financial statements for the institution's three (3) most
recent fiscal years.
7.1.2. A statement, in the format prescribed by the Government
Finance Officers Association (GFOA), certifying that the institution has
reviewed OCSD's Investment Policy and that all securities offered to the
Districts shall comply fully and in every instance with all provisions of the
California Government Code and with this Investment Policy. The current
statement is presented in Appendix "C."
7.1.3. A statement describing the regulatory status of the dealer, and
the background and expertise of the dealer's representatives.
Selection of financial institutions, broker/dealers, and banks authorized to
engage in transactions with OCSD shall be made through a competitive
process. An annual review of the financial condition of qualified
institutions will be conducted by the Treasurer.
7.2 Selection of broker/dealers used by external investment advisors retained
by OCSD, shall be in compliance with contract provisions between OCSD
and any external investment advisors, and shall be in substantially the
following form:
Use of Securities Brokers: Neither the Investment Advisor nor any parent,
subsidiary or related firm shall act as a securities broker with respect to
any purchases or sales of securities which may be made on behalf of
OCSD, provided that this limitation shall not prevent the Investment
Advisor from utilizing the services of a securities broker which is a parent,
subsidiary or related firm, provided such broker effects transactions on a
"cost only" or"nonprofit" basis to itself and provides competitive execution.
The Investment Advisor shall provide the Districts with a list of suitable
independent brokerage firms (including names and addresses) meeting
the requirements of Government Code Section 53601.5, and, unless
Page 4
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 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
(POs); 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-term debt as provided by an NRSRO. Purchases of eligible
commercial paper may not exceed 270 days to maturity from the date of
Page 5
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 5% 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
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
Page 6
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. 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. Money market mutual funds are limited to 20%
per issuer and are not subject to the 10% stipulation.
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
et seq., and Chapter 4.5, Savings and Loan Association and Credit Union
Deposit Law, Section 16600 et 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
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
LAW 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
Page 7
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-
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
Page 8
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 8.9.1; and repurchase agreements, as
more fully described in Section 8.13.1. Collateral will always be held by an independent
third-party, as more fully described in Section 10.1. The right of collateral substitution is
granted.
10.0 Safekeeping and Custody:
10.1 All securities transactions, including collateral for repurchase agreements,
entered into by, or on behalf of OCSD, shall be conducted on a
delivery-versus-payment (I)VP) 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
Page 9
issuer, other than Supranationals, 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. No
more than 10% of the District's portfolio may be invested in shares of
beneficial interest of any one (1) mutual fund. Money market mutual funds
are limited to 20% per issuer and are not subject to the 10% stipulation.
11.9 No more than 30% of the portfolio may be invested in negotiable
certificates of deposit.
11.10 No more than 10% of the portfolio may be invested in eligible municipal
bonds.
11.11 No more than 20% of the Long Term Operating Monies portfolio may be
invested in a combination of mortgage-backed securities, CMOs and
asset-backed securities.
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.
Page 10
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 District's
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
accordance with Section 12.2.2.
12.2.4 The duration of the Long Term Operating Monies account
portfolio shall never be less than 80% of the duration as established in
accordance with Section 12.2.2
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
Page 11
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. 0054)-36-1-90CSD 17-XX
(see Appendix "E").
14.3 The Long Term Operating Monies. The investment performance
objective for the Long Term Operating Monies shall be to earn a total rate
of return over a market cycle which exceeds the return on a market index
selected by the Administration Committee and approved by the District's
Board of Directors, when the duration of the portfolio is established. This
market index is more fully described in Board Resolution No. OSSD-36-
490CSD 17-XX (See Appendix "E").
15.0 Reporting:
15.1 Monthly transaction reports in accordance with California Government
Code Section 53607 shall be submitted by the Treasurer to the District's
Board of Directors.
15.2 Quarterly investment reports 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 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 "IF." 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:
15.2.1 Cost and accurate and complete market value of the portfolio.
15.2.2 Modified duration of the portfolio compared to Benchmark.
15.2.3 Dollar change in value of the portfolio for a one-percent (1%)
change in interest rates.
15.2.4 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.
15.2.5 For the Liquid Operating Monies account only, the percent of
portfolio maturing within 90 days.
15.2.6 Average portfolio credit quality.
Page 12
15.2.7 Percent of portfolio with credit ratings below "A" by any rating
agency, and a description of such securities.
15.2.8 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.
15.2.10 State that sufficient funds are available for OCSD to meet its
operating expenditure requirements for the next six months, or if not, state
the reasons for the shortfall.
15.2 OCSD's Treasurer shall meet quarterly with the Administration Committee
to review investment performance, proposed strategies and compliance
with this Investment Policy. External investment advisors may be required
to attend said meetings at the discretion of the Chairman of the
Administration Committee.
16.0 Investment Policy Adoption and Revision:
16.1 The Investment Policy of OCSD shall be reviewed by the Administration
Committee and shall be adopted by resolution of the Board of Directors of
OCSD. The Policy shall be reviewed on an annual basis in accordance
with California Government Code Section 53646, and this Investment
Policy, by the Administration Committee, which shall recommend
revisions, as appropriate, to the Board of Directors. Any modifications
made thereto shall be approved by the Board of Directors.
16.2 The Administration Committee shall serve as the oversight committee for
the District's Investment program and shall adopt guidelines for the
ongoing review of duration, quality and liquidity of the District's portfolio.
Page 13
APPENDIX "A"
SUMMARY OF INVESTMENT AUTHORIZATION
INTERNAL AND EXTERNAL MANAGERS
SHORT TERM OPERATING FUND
INVESTMENT INTERNAL EXTERNAL
U.S. Treasuries OK OK
Federal Agencies Fixed coupon, fixed mat. OK
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
LAW 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 2018 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 2018 Board Only)
February Oct— Dec 2017
March
April
May Jan — March 2018
June
Jul
August Board only) Aril —June 2018
September
October
November Jul —Sept 2018
December
Pagel of 2
EXHIBIT "B"
ORANGE COUNTY SANTIATION DISTRICT
PERFORMANCE MONITORING & REPORTING SUMMARY
FOR THE
DISTRICT'S INVESTMENT PROGRAM
POLICY
REFERENCE PERFORMANCE CHARACTERISTIC REPORTING PARTY*
Chandler U.S. Bank Callan
15.2.1 Cost and market value of the portfolio(monthly mark-to-market). M, Q M, Q Q
15.2.2 Modified duration of the portfolio compared to benchmark. M, Q Q
15.2.3 Dollar change in value of the portfolio for a 1%change in interest rate. M, Q Q
15.2.4 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.
15.2.5 For the Liquid Operating Monies account only,the percent of portfolio maturing within 90 M, Q Q
days.
15.2.6 Average portfolio credit quality. M, Q Q
15.2.7 Percent of portfolio with credit ratings below"A" by any rating agency, and a description M, Q Q
of such securities.
15.2.8 Listing of any transaction or holdings which do not comply with this policy orwith the M, Q
California Government Code.
15.2.9 Time-weighted total rate of return for the portfolio for the prior three months,twelve M, Q Q
months, year-to-date, and since inception compared to the benchmark returns for the
same periods.
ADDL** Comparison of portfolio performance to market index benchmark. M, Q Q
ADDL** Comparison of Manager's performance to peer group benchmark. Q
ADDL** Monitoring of organizational and structural changes of investment management firm. Q
ADDL** Audit portfolios for compliance with investment policy guidelines. Q
15.2.10 OCSD will report if sufficient funds are available for it to meet operating expenditure requirements for the next six months, or if
not, state the reason for the shortfall.
Notes
*M = Monthly
*Q =Quarterly
**ADDL= Monitoring of Additional Performance Characteristics
Page 2 of 2
RESOLUTION NO. OCSD 17-17
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;
ADOPTING DISTRICT'S INVESTMENT POLICY STATEMENT AND
PERFORMANCE BENCHMARKS; AND REPEALING RESOLUTION
NO. OCSD 16-19
WHEREAS, on October 26, 2016, the Board of Directors adopted Resolution
No. 16-19, 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 17-17-1
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 16-19 is hereby repealed.
OCSD 17-17-2
PASSED AND ADOPTED at regular meeting of the Board of Directors, Orange
County Sanitation District held December 20, 2017.
Gregory C. Sebourn, PLS
Board Chair
ATTEST:
Kelly A. Lore, CIVIC
Clerk of the Board
OCSD 17-17-3
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 17-17 was passed and
adopted at a regular meeting of said Board on the 20th day of December 2017, 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 20th day of December 2017.
Kelly A. Lore, CIVIC
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 17-17-4
Appendix "B"
Revised: lsleye�..o. eF 1 ' January 1. 2018
Orange County Sanitation District
Treasury Management Procedures
1.0 Purpose
1.1 The purpose of this policy is to establish uniform guidelines and procedures
for use in the administration of the District's Treasury functions consistent with
the California Government Code and the District's adopted Investment Policy
Statement.
2.0 Authority to Investment and/or Reinvestment of District Funds:
2.1 Is delegated annually to the Director of Finance/Treasurer in accordance with
California Government Code Section 53607.
3.0 Formal Investment Policy Statement:
3.1 Is prepared by the Treasurer.
3.2 Is reviewed by the District's Administration Committee (ADM), in its role as the
finance oversight committee.
3.3 Is submitted to and adopted by the District's Board of Directors annually at a
public meeting in accordance with California Government Code Section
53646.
4.0 Delegation of some or all of the investment portfolio management to one or more
registered investment advisors (external money managers):
4.1 Is authorized by the District's Investment Policy;
4.2 Applies to the District's entire investment portfolio except for:
4.2.1 A maximum of $65 million that is maintained within the State Local
Agency Investment Fund (LAIF)for managing cash flows (i.e., deposits
of large revenues, such as property tax and user fee proceeds, and the
bi-weekly disbursements of payroll and accounts payable);
4.2.2 A peg amount of approximately $50,000 is maintained within the
District's checking account at Union Bank to serve as compensating
balances to offset banking charges (note: the District's Board of
Directors has selected Union Bank to serve as the District's commercial
bank (the "Bank"); and
4.2.3 Based on a determination by the District's Treasurer on what is most
advantageous to the District, the checking account residual amounts
may be invested as follows:
Orange County Sanitation District Treasury Management Procedures
Revised: NovemberJanuary 1, 20186
Page 2 of 7
4.2.3.1 Bank balances exceeding the peg balance (as a result of
outstanding accounts payable and payroll warrants) may be
invested overnight under a repurchase agreement with the
Bank; or
4.2.3.2 The District may elect to receive earnings credit against bank
charges on all bank balances including the peg amount equal
to the 91 Day T-Bill Average.
5.0 Investment transactions involving the LAIF are approved by the Treasurer prior to
their execution by the Controller. The approval function indicates that the
transactions are in accordance with the District's Investment Policy. The Accounting
MaaaWSupervisor will serve as backup for the approval function upon the absence
of any either of these two employees.
5.1 Specific Procedures involving LAIF include (note: all deposits and withdrawals
of funds toffrom LAIF may only be processed through the District's checking
account with the Bank):
5.1.1 A "State Treasurer's Local Agency Investment Fund Authorization
Form" (see Attachment "A") must be completed prior to the execution
of the transaction indicating:
5.1.1.1 The effective date of the transaction;
5.1.1.2 The dollar amount to be withdrawn from or deposited into
LAIF;
5.1.1.3 The date and signature approval by the Controller authorizing
the transaction; and
5.1.1.4 The date and signature approval of the Treasurer approving
the transaction.
5.1.2 The execution of the transaction will be done in accordance with the
"State Treasurer's Local Agency Investment Fund Wire Transfer
Instructions" (see Attachment "B"). Key internal control features
include:
5.1.2.1 The requirement of the District's Personnel Identification
Number (PIN)for either deposits or withdrawals, known only
by the Treasurer and Controller.
5.1.2.2 Secondary confirmation requirement by the Bank for the
Orange County Sanitation District Treasury Management Procedures
Revised: Noveml)erJanuary 1, 20186
Page 3 of 7
withdrawals/deposits from/to the Bank or LAIF. The
confirmation can be made by the Controller or Treasurer(the
person that didn't make the original request), the Accounting
MaaaWSuoervisor, or the Principal Accountant.
5.1.3 Each transaction is confirmed the next day by the Bank's Previous Day
Reporting modem service by the PrincipalSenior Accountant and
Controller.
6.0 Investment transactions involving the District's external investment program and
performed by the independent investment firms are as follows:
6.1 The District's Board of Directors has selected Chandler Asset Management
(Chandler) to manage two portfolios: the Districts' Liquid Operating Monies
Fund, and the Long-term Operating Monies Fund.
6.1.1 Chandler has authorization to purchase and sell investment securities
in accordance with the strict investment guidelines set forth in the
District's Investment Policy (Section 8.0).
6.1.2 Hard copy confirmation reporting to the District is required on all
transactions.
6.2 The District's Board of Directors has selected MWIAR'Q '^^ T'••^^ T•••^`U.S. Bank
(the "Custodian") to serve as the District's master custodian and safekeeping
bank. In their capacity as Custodian, MellealBostea--TrustU.S. Bank shall
perform the following duties to settle purchases and sales and engage in other
transactions in the administration of the District's accounts:
6.2.1 Upon execution of any transaction by Chandler, all investment
securities are recorded in book entry by the Custodian through either
the Depository Trust Company or the Federal Reserve Bank;
6.2.2 Hold the property in safekeeping facilities of the Custodian or of other
custodian banks or clearing corporations in the U.S.;
6.2.3 Collect all income payable to and all distributions due to the District's
account and sign on the District's behalf all declarations, affidavits, and
certificates of ownership required to collect income and principal
payments;
6.2.4 Collect all proceeds from securities, certificates of deposit or other
investments which may mature or be called;
Orange County Sanitation District Treasury Management Procedures
Revised: Neveml)erJanuary 1, 20186
Page 4 of 7
6.2.5 Submit or cause to be submitted to the District or the external money
manager, as designated by the District, on a best effort basis all
information received by the Custodian regarding the ownership rights
pertaining to property held in the account;
6.2.6 Attend to involuntary corporation actions;
6.2.7 Determine the fair market value of the District's account on a monthly
basis as of such dates as the Districts and the Custodian may agree
upon, in accordance with methods consistently followed and uniformly
applied;
6.2.8 Render to District, with copies to the external money manager, monthly
statements for securities held hereunder; and
6.2.9 Provide the District with copies of the Custodian's financial statements
filed with the State of California, or any agency thereof, within thirty(30)
days after such filing.
6.3 The District's Board of Directors has selected Callan Associates as the
District's Independent Investment Advisor (the `Advisor"). In their capacity as
Advisor, Callan shall perform the following duties on behalf of the District:
6.3.1 Monitor and report on Chandler's compliance with the investment
requirements of the Districts' Investment Policy, using data from
transaction reports prepared by MellenlBosten-TsustU.S. Bank, on a
quarterly basis;
6.3.2 Review Chandler's investment strategy quarterly;
6.3.3 Monitor and report on the performance of Chandler against the
performance benchmark standards established in the District's
Investment Policy for both the Liquid Operating Monies Fund and the
Long-term Operating Monies Fund on a quarterly basis; and
6.3.4 Review both Liquid and Long-term Operating Funds by asset allocation,
asset flow, quarterly factors and cumulative results on a quarterly basis.
6.4 Specific procedures in depositing to or withdrawing funds from the investment
portfolio managed by the District's external money manager include: (note: all
deposits and withdrawals of funds from the District's investment portfolio
managed by Chandler and Me"onlBosten Tru6 U.S. Bank may only be
processed through the District's checking account at the Bank):
6.4.1 A"Wire Transfer Form" (see Attachment" C")must be completed by the
Orange County Sanitation District Treasury Management Procedures
Revised: NovemberJanuary 1, 20186
Page 5 of 7
Controller prior to the execution of the transaction indicating:
6.4.1.1 The dollar amount to be withdrawn/deposited from/to the
Bank checking account to/from the Chandler Liquid
Operating or Chandler Long-term Operating Monies Funds;
6.4.1.2 The effective date of the transaction;
6.4.1.3 The date and signature or electronic review by the Controller;
and
6.4.1.4 The date and signature or electronic approval of the
Treasurer approving the transaction.
6.4.2 The execution of the transaction requires a verbal confirmation call from
the Custodian to the Controller at the time of the transaction, and a
written confirmation the following day.
6.4.3 Each transaction is confirmed the next day by the Bank's Previous Day
Reporting modem service by the PrincipalSenior Accountant and
Controller.
7.0 Recording of investment transactions:
7.1 For investment transactions conducted by District staff with the LAIF, and with
the transfer/withdrawal of funds with the Custodian:
7.1.1 Is done by the Controller who maintains a file of all investment
transactions.
7.1.2 Is done within the accounting records by the--PripeipalSenior
Accountant, who receives a signed copy of all investment transactions
from the Controller.
7.2 For investment transactions conducted by the external money manager:
7.2.1 Is done by the Custodian who posts all investment transactions daily
within their record keeping system and provides the District with a
monthly report that provides both a summary and detail listing of all
investment transactions.
7.2.2 Is done on a monthly basis by the Account:ng "anagefaenior
Accountant within the accounting records at a summary level using
Monthly Transaction Reports prepared by the Custodian.
Orange County Sanitation District Treasury Management Procedures
Revised: Noveml a January 1, 20186
Page 6 of 7
8.0 Verification of external money manager transactions is performed by:
8.1 The Custodian within their record keeping system (i.e., matching broker
confirmations to custodian records), and is reported to the District and
Chandler on a monthly basis.
8.2 Chandler through their internal compliance office and reported monthly to the
District as required by the District's Investment Policy.
8.3 The PARGipalSenior Accountant through reconciliation of Chandler's monthly
investment transaction report against the monthly transaction report provided
by the Custodian.
9.0 Safeguarding of Assets and Records:
9.1 Reconciliation of investment records to the accounting records is done by the
PFineipalSenior Accountant, or in 4etheir absence, the Asseuaiing
ManagerPrincipal Accountant on a monthly basis.
9.2 Reconciliation of investment records to bank statements is performed by the
PFinsipalSenior Accountant (or in their absence, the Asseunting
Supery seFPdncioal Accountant) within one week following the receipt of the
bank statement.
9.3 Review of financial condition, safety, liquidity, and potential yields of
investment instruments and reputation and financial condition of investment
brokers is done by the District's external money manager, who is authorized
to utilize the services of independent securities brokerage firms as deemed
appropriate, and which meets the requirements of Government Code Section
53601.5.
10.0 The periodic review of the investment portfolio, including investment types, purchase
price, market values, maturity dates, and investment yields as well as conformance
to the stated Investment Policy will be performed monthly by the Controller, quarterly
by the Advisor, and annually by the District's external independent auditors.
11.0 The District's Administration Committee will serve as the Oversight Investment
Advisory Committee to assist the Board of Directors in monitoring treasury
management activities.
11.1 The District's Treasurer submits a Quarterly Investment Program Performance
Report which includes, but is not limited to, the following information:
11.1.1 Quarterly interest earnings and rates of return;
Orange County Sanitation District Treasury Management Procedures
Revised, NevemberJanuary 1, 20186
Page 7 of 7
11.1.2 The market value of the portfolios;
11.1.3 The annualized earnings of the portfolios;
11.1.4 Market recap;
11.1.5 Comparisons with pre-determined benchmarks;
11.1.6 Market forecast; and
11.1.7 Proposed investment strategy for the upcoming quarter.
Internal Control Strengths
1. The specific responsibility for the performance of duties is assigned and lines of
authority and reporting are clearly identified.
2. Responsibilities are commensurate with the capabilities of the personnel assigned.
3. Incompatible functions have been properly segregated to prevent errors or fraud.
4. All transactions are authorized by an appropriate responsible individual.
5. Safeguards over assets and records are in place to ensure that recorded assets exist
and are properly recorded.
6. Management controls are in place to ensure that significant transactions are properly
performed and recorded.
X1 VM =0 COMMONIINVESMENT RGLIC 17 DECEMBER
ATTACHMENT"A"
Orange County Sanitation District
State Treasurer's Local Agency Investment Fund
Transaction Authorization Form
LAIF Account No. 70-30-006
Effective Date of Transaction
Confirmation Number
LAIF Representative
UBOC Representative
Wire transfer deposit from Union Bank of California
Checking Account#2740013230 in the amount of
Wire transfer (withdrawal)to Union Bank of California
Checking Account#2740013230 in the amount of
Prepared by: Authorized by: Approved by:
Name Name Name
Senior Accountant Controller Director of FinancelTreasurer
Position Position Position
Date Date Date
XME DT2%C0MMCMINVESWEW P CW09 DECEMBER
ATTACHMENT "B"
State Treasurer's Local Agency Investment Fund
Wiring Instructions Form
Deposits or withdrawals that are to take place by the end of the banking day must be made between
7:30 a.m. and 9:30 a.m.
Deposits or withdrawals that are to take place on a future date can be made between 7:30 a.m. to
9:30 a.m. or 11:00 a.m. to 4:00 p.m. You must be sure to give the effective date of the future
transaction.
To Deposit Funds:
Step 1: 1. Call LAIF at(916)-653-3001 or log in to LAIF Online, and let them know:
a. That you would like to make a wire transfer deposit.
b. The Districts LAIF account#70-30-006.
C. Your PIN number.
d. The dollar amount of deposit.
e. That the money will be coming from Union Bank Account
No. 274-0013-230.
2. LAIF will give you a confirmation number.
Step 2: 1. Call Union Bank of California at 1-800-798-6466, and let them know:
a. You're making a wire transfer from Account No. 274-0013-230.
b. The dollar amount of the wire transfer.
C. The transfer is going to the District's LAIF Account No. 70-30-006.
d. The LAIF account ABA number at Union Bank is 121000496.
2. The confirmation number of this transaction (see Step 1, Item 2 above).
Step 3: 1. Give the above information to the Senior Accountant who will confirm this
transaction with Union Bank.
To Withdraw Funds:
Step 1: 1. Call LAIF at(916)-653-3001 or log in to LAIF Online, and let them know:
a. That you would like to make a wire transfer withdrawal.
b. The Districts LAIF account#70-30-006.
C. Your PIN number.
d. The dollar amount of withdrawal.
e. The Union Bank account receiving the funds is No. 274-0013-230.
2. LAIF will give you a confirmation number.
XME DT2%COMMOMINVESWEW P CW09 DECEMBER
ATTACHMENT "C" (Deposit)
L' wvv
TO: SEE DISTRIBUTION LIST
FROM: Michael D. White, Controller
DATE: January 4, 2018
SUBJECT: RECEIPT AND INVESTMENT OF WIRE TRANSFER OF FUNDS IN THE
AMOUNT OF $XX MILLION, THURSDAY, DAY MONTH 2O18
On Thursday, Day Month 2018, you will receive a wire transfer of funds in the exact sum
of $XX million, for Immediate investment in the District's Liquid Operating Monies
Portfolio, as follows:
FROM: MUFG Union Bank, N.A.
ABA No: 122000496
Debit to: General Account
Account No: XXXXXXXXXX
TO: U.S. Bank IT&C California
ABA No: 0910000222
Credit to: OCS Chandler Liquid Operating Port 6745046600
Account No: XXXXXXXXXX
DATE: Thursday, Day Month 2018
NOTE: WIRE TRANSFER MUST BE COMPLETED AND CONFIRMED NO
LATER THAN 2:00 P.M. ON Day Month 2018.
Please confirm transfer completion with Mike White (mwhitena.ocsd.com)& Rhea de
Guzman (rdeouzman0.ocsd.com).
DISTRIBUTION LIST
Amy Marks/Tim Banach, U.S. Bank
Operations Team, Chandler Asset Management
William Dennehy/Ted Piorkowski, Chandler Asset Management
N ODEW\ M22%C0MMON9NVESTMEM Po lCY 17 DEWMBER
ATTACHMENT"C" (Withdrawal)
CO p
C�
TO: SEE DISTRIBUTION LIST
FROM: Michael D. White, Controller
DATE: January 4, 2017
SUBJECT: WIRE TRANSFER WITHDRAWAL OF FUNDS IN THE AMOUNT OF $XX
MILLION, THURSDAY, DAYMONTH2O17
On Thursday, Day Month 2018, you are instructed to wire transfer the exact sum of$XX
million, from the District's Liquid Operating Monies Portfolio to the District's general bank
account with Union Bank of California, as follows:
FROM: U.S. Bank IT&C California
ABA No: 091000022
Credit to: OCS Chandler Liquid Operating Port 6745046600
Account No: XXXXXXXXXX
TO: MUFG Union Bank, N.A.
ABA No: 122000496
Debit to: General Account
Account No: XXXXXXXXXX
DATE: Thursday, Day Month 2018
NOTE: WIRE TRANSFER MUST BE COMPLETED AND CONFIRMED NO
LATER THAN 9:00 A.M. ON Day Month 2018.
Please confirm transfer completion with Mike White (mwhite(a)ocsd.coml & Rhea de
Guzman (rdeouzman(a)ocsd.com).
DISTRIBUTION LIST
_Amy Marks/Tim Banach, U.S. Bank
Operations Team, Chandler Asset Management
William Dennehy/Ted Piorkowski, Chandler Asset Management
H DEPM501220 MM11 MNVESTMEWPo lCY 17 DEWMBER
ADMINISTRATION COMMITTEE Meeting Date TOBd.Ot Dir.
12J13/17 12/20/17
AGENDA REPORT emNumber Item Number
6 Ifi
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: ALLIANT INSURANCE SERVICES
A. Approve a Professional Consultant Services Agreement with Alliant Insurance
Services, Inc.to act as Brokerof Record forthe Orange County Sanitation District's
assets and operations insurance coverages, Specification No. CS-2017-884-BD,
for the period of January 1, 2018 through December 31, 2018 with up to four (4)
one-year renewal options; and
B. No direct payment from the Sanitation District is provided. The Broker of Record,
Alliant Insurance Services, will be compensated through commission that is paid
directly by the insurance carriers.
BACKGROUND
Annually, the Orange County Sanitation District (Sanitation District) works with the
insurance Broker of Record to purchase five major insurance coverages for its assets and
operations, which include:
1. Excess General Liability Insurance
2. Excess Workers' Compensation
3. All-Risk Property and Flood Insurance
4. Boiler& Machinery Insurance
5. Earthquake Insurance
The insurance broker also assists with smaller coverages such as crime insurance and
watercraft insurance.
The broker surveys the insurance market to find coverage that meets the Sanitation
District's specific needs at the lowest possible premiums. This ensures the Sanitation
District receives the best possible premiums and coverage.
Alliant is highly experienced with California governmental agencies, as it insures the vast
majority of California counties, along with hundreds of California cities and special
districts. Alliant also has experience with many California sanitation districts. Alliant's
Public Entity Property Insurance Program is considered one of the largest programs
available. Alliant also provides access to workers compensation insurance provided by
the California State Association of Counties (CSAC) Excess Insurance Authority which
includes multiple agencies and serves as a risk pool.
Page 1 d 3
The Sanitation District does not pay the broker directly for these services; rather, the
broker is paid by the individual insurance carrier through a commission. The commission
is included in the premiums the insurance carrier quotes.
RELEVANT STANDARDS
• Ensure the public's money is wisely spent
• Protection of Orange County Sanitation District assets
PROBLEM
Annually, through the expert services of an insurance broker, the Sanitation District
purchases a variety of insurances designed to protect its assets and operations.
PROPOSED SOLUTION
Authorize the selected firm to act as the Sanitation District's Insurance Broker of Record.
TIMING CONCERNS
The Sanitation District has a five-year agreement for insurance brokerage services that
expires on December 31, 2017. The Sanitation District will be without a Broker of Record
to approach and negotiate with insurance carriers until a new professional services
agreement is approved by the Board.
RAMIFICATIONS OF NOT TAKING ACTION
Most commercial insurance is arranged through brokers and the Sanitation District will be
unable to purchase insurance to protect its assets and operations until a new Broker of
Record is selected.
PRIOR COMMITTEE/BOARD ACTIONS
December 2012 - Competitive RFP involving large insurance brokerage firms, the Board
selected Alliant Insurance Services as the operational insurance broker of record.
ADDITIONAL INFORMATION
The Sanitation District requested and advertised for proposals for Insurance Broker
Services on August 31, 2017. The following evaluation criteria were described in the
request for proposals and used to determine the most qualified firm.
Page 2 of 3
CRITERION WEIGHT
Qualifications of Firm 40%
Staffing and Project Organization 20%
Work Plan 10%
Interview 30%
Three (3)proposals were received on September 28, 2017, and all three(3)were evaluated
in accordance with the evaluation process set forth in Ordinance No. OCSD47, by a
pre-selected evaluation team consisting of the following Sanitation District staff.
Human Resources / Risk Manager
Principal Staff Analyst
Principal Staff Analyst
Each member of the evaluation team ranked the fines based on the proposals using the
evaluation criteria and weighting described above. The following table reflects the ranking
outcome for the three (3) evaluated firms. This process is different from the professional
design services contract where cost is not included.
Alliant AON Gallagher
Evaluator 1 1at 2nd 2nd
Evaluator tat 3rd 2nd
Evaluator tat 2nd 3rd
Ranking 1st 3rd 2nd
Based on the results of the public bid process, staff recommends retaining Alliant
Insurance Services.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation DistricPs Purchasing
Ordinance.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
• Professional Consultant Services Agreement
Page 3 of 3
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
Insurance Broker of Record Services
Specification No. CS-2017-884BD
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 Alliance Insurance
Services, Inc. with a principal place of business at 1301 Dove Street Suite 200 Newport Beach,
CA 92660 (hereinafter referred to as "Consultant") collectively referred to as the "Parties".
WITNESSETH
WHEREAS, based on Consultant's expertise and experience, OCSD wishes to temporarily
engage Consultant to provide Insurance Broker of Record Services ("Services") as described in
Exhibit"A"; and
WHEREAS, Consultant submitted its proposal, dated September 28, 2017; and
WHEREAS, on December 20,2017, the Board of Directors of OCSD, by minute order, authorized
execution of this Agreement between OCSD and Consultant; and
WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Ordinance
No. OCSD-47; and
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction
1.1 This Agreement, all exhibits and appendix hereto (called the "Agreement") is made by
OCSD and Consultant. The Terms and Conditions herein exclusively govern the
purchase of Services as described in the Scope of Work.
1.2 Exhibits and appendix to this Agreement are incorporated by reference and made a part
of this Agreement as though fully set forth at length herein. Exhibits and appendix to this
Agreement are as follows in order of precedence:
Exhibit"A" Scope of Work
Appendix 1 Addendum 1 Dated September 11, 2017
Exhibit"B" Proposal Submitted by Consultant Dated September 28, 2017
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit"D" OCSD Safety Standards
1.3 In the event of any conflict or inconsistency between the provisions of this Agreement
and any of the provisions of the exhibits and appendix hereto, the provisions of this
Agreement shall in all respects govern and control.
1.4 This Agreement may not be modified, changed or supplemented, nor may any
obligations hereunder be waived or extensions of time for performance granted, except
by written instrument signed by both Parties.
Orange County Sanitation District 1 of 10 Specification No. CS-2017-884BD
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 workdays.
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 Work Hours: The work required under this Agreement may include normal Business
hours, evenings, and weekends. OCSD will not pay Travel Time.
1.10 Consultant shall provide OCSD with all required premiums and/or overtime work at no
charge.
1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses,
losses, or action incurred or undertaken by Consultant as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Scone of Work Subject to the terms of this Agreement, Consultant shall perform the Services
identified in Exhibit "A". Consultant warrants that all of its Services shall be performed in a
competent, professional and satisfactory manner.
3. Modifications to Scone of Work Requests for modifications to the Scope of Work Exhibit
"A" hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties. A review of the time required for the modification will be made by
OCSD and Consultant and the Agreement period adjusted accordingly.
4. Compensation Consultant's sole compensation will be a reasonable commission as
determined by OCSD at the time OCSD purchases an Insurance Premium. At the time of
presenting an Insurance Premium to OCSD, Consultant shall fully disclose to OCSD all
commission to be received as a result of OCSD's purchase of the Insurance Premium the
Consultant brokered. OCSD shall determine a reasonable commission percentage based on
industry standards
5. California Department of Industrial Relations (DIR)Registration and Record of Wages
(Not Used)
6. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of
three (3)years after its termination, OCSD shall have access to and the right to examine any
directly pertinent books, documents, and records of Consultant relating to the invoices
submitted by Consultant pursuant to this Agreement.
Orange County Sanitation District 2 of 10 Specification No. CS-2017-884BD
7. Commencement and Term The Services to be provided by Consultant under this Agreement
shall commence on the Effective Date January 1, 2018, and be completed in accordance with
this Agreement.
8. Renewals
8.1 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.
8.2 Renewals may be made through the OCSD Purchase Order Process.
9. Extensions The Term of this Agreement may be extended only by written instrument signed
by both Parties.
10. Performance Time is of the essence in the performance of the provisions hereof.
11. Termination
11.1 OCSD reserves the right to terminate this Agreement for its convenience,with or without
cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a
termination notice, Consultant shall immediately discontinue all work under this
Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty
(30) days, pay Consultant for work performed (cost and fee)to the date of termination.
Consultant expressly waives any claim to receive anticipated profits to be earned during
the uncompleted portion of this Agreement. Such notice of termination shall terminate
this Agreement and release OCSD from any further fee, cost or claim hereunder by
Consultant other than for work performed to the date of termination.
11.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's
determination that Consultant is not meeting specification requirements, if the level of
service is inadequate, or any other default of this Agreement.
11.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by
written notice to Consultant:
• if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or
• if Consultant sells its business; or
• if Consultant breaches any of the terms of this Agreement; or
• if total amount of compensation exceeds the amount authorized under this
Agreement.
11.4 All OCSD property in the possession or control of Consultant shall be returned by
Consultant to OCSD on demand, or at the termination of this Agreement, whichever
occurs first.
12. Indemnification and Hold Harmless Provision Consultant shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may
arise out of or be caused by Consultant's services under this Agreement, or by its
subcontractor or by anyone directly or indirectly employed by Consultant, and whether such
Orange County Sanitation District 3 of 10 Specification No. CS-2017-884BD
damage or injury shall accrue or be discovered before or after the termination of the
Agreement. Except as to the sole active negligence of or willful misconduct of OCSD,
Consultant shall indemnify, protect, defend and hold harmless OCSD, its elected and
appointed officials, officers, agents and employees, from and against any and all claims,
liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or
death of any person or damage to property or interference with the use of property, arising
out of or in connection with Consultant's performance under the Agreement, and/or (b) on
account of use of any copyrighted or uncopyrighted material, composition, or process, or any
patented or unpatented invention, article or appliance, furnished or used under the
Agreement, and/or(c)on account of any goods and services provided under this Agreement.
This indemnification provision shall apply to any acts or omissions, willful misconduct, or
negligent misconduct, whether active or passive, on the part of Consultant of or anyone
employed by or working under Consultant. To the maximum extent permitted by law,
Consultant's duty to defend shall apply whether or not such claims, allegations, lawsuits, or
proceedings have merit or are meritless, or which involve claims or allegations that any of the
parties to be defended were actively, passively, or concurrently negligent, or which otherwise
assert that the parties to be defended are responsible, in whole or in part, for any loss,
damage, or injury. Consultant agrees to provide this defense immediately upon written notice
from OCSD, and with well qualified, adequately insured, and experienced legal counsel
acceptable to OCSD. This section shall survive the expiration or early termination of the
Agreement.
13. Insurance Consultant and all subcontractors shall purchase and maintain, throughout the life
of this Agreement and any periods of warranty or extensions, insurance in amounts equal to
the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit
V. Consultant shall not commence work under this Agreement until all required insurance
is obtained in a form acceptable to OCSD, nor shall Consultant allow any 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. Key Personnel Personnel, as provided in Exhibit"B", are considered "key'to the work under
this Agreement and will be available for the term of the Agreement. No person designated as
key underthis Agreement shall be removed or replaced without prior written consent of OCSD.
If OCSD asks Service Provider to remove a person designated as key under this Agreement,
Service Provider agrees to do so immediately regardless of the reason, or the lack of reason,
for OCSD's request. Service Provider shall assign only competent personnel to perform
services pursuant to this Agreement.
15. Confidentiality and Non-Disclosure
15.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have
to disclose to Consultant orally and in writing certain confidential information that OCSD
considers proprietary and has developed at great expense and effort.
15.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or
corporation, without OCSD's prior written consent, any trade secret or confidential
information, knowledge or data relating to the products, process, or operation of OCSD.
15.3 Consultant further agrees to maintain in confidence and not to disclose to any person,
firm, or corporation any data, information,technology, or material developed or obtained
by Consultant during the term of this Agreement.
Orange County Sanitation District 4 of 10 Specification No. CS-2017-884BD
15.4 Consultant agrees as follows:
• To use the Confidential Information only for the purposes described herein; to not
reproduce the Confidential Information; to hold in confidence and protect the
Confidential Information from dissemination to and use by anyone not a party to this
Agreement; and to not use the Confidential Information to benefit itself or others.
• To restrict access to the Confidential Information to its Consultant or personnel of
Consultant who (1) have a need to have such access and (2) have been advised of
and have agreed in writing to treat such information in accordance with the terms of
this Agreement.
• To return all Confidential Information in Consultant's possession upon termination of
this Agreement or upon OCSD's request, whichever occurs first.
• To hold in confidence information and materials, if any, developed pursuant to the
Services hereunder.
15.5 The provisions of this Section shall survive termination or expiration of this Agreement
and shall continue for so long as the material remains confidential.
16. Ownership of Documents All drawings, specifications, reports, records, documents,
memoranda, correspondence, computations, and other materials prepared by Service
Provider, its employees, subcontractors, and agents in the performance of this Agreement
shall be the property of OCSD and shall be promptly delivered to OCSD upon request of the
Project Manager or upon the termination of this Agreement, and Service Provider shall have
no claim for further employment or additional compensation as a result of the exercise by
OCSD of its full rights of ownership of the documents and materials hereunder. Any use of
such completed documents for other projects and/or use of incomplete documents without
specific written authorization by the Service Provider will be at OCSD's sole risk and without
liability to Service Provider. Service Provider shall ensure that all its subcontractors shall
provide for assignment to OCSD of any documents or materials prepared by them.
17. Ownership of Intellectual Property
17.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics,
prototypes, models, inventions, and all other information and items made during the
course of this Agreement and arising from the Services (hereinafter referred to as"New
Developments") shall be and are assigned to OCSD as its sole and exclusive property.
17.2 Consultant agrees to promptly disclose to OCSD all such New Developments. Upon
OCSD's request, Consultant agrees to assist OCSD, at OCSD's expense, to obtain
patents or copyrights for such New Developments, including the disclosure of all
pertinent information and data with respect thereto, the execution of all applications,
specifications, assignments, and all other instruments and papers which OCSD shall
deem necessary to apply for and to assign or convey to OCSD, its successors and
assigns, the sole and exclusive right, title and interest in such New Developments.
Consultant agrees to obtain or has obtained written assurances from its employees and
contract personnel of their agreement to the terms hereof with regard to New
Developments and Confidential Information.
17.3 Consultant warrants that Consultant has good title to any New Developments, and the
right to assign New Developments to OCSD free of any proprietary rights of any other
party or any other encumbrance whatever.
Orange County Sanitation District 5 of 10 Specification No. CS-2017-884BD
17.4 The originals of all computations, drawings, designs, graphics, studies, reports,
manuals, photographs,videotapes, data, computer files, and other documents prepared
or caused to be prepared by Consultant or its subcontractors in connection with these
Services shall be delivered to and shall become the exclusive property of OCSD. OCSD
may utilize these documents for OCSD applications on other projects or extensions of
this project, at its own risk.
1 tt. No Solicitation of Employees Or Subcontractors
18.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of
one (1) year immediately following termination of this Agreement, or any extension
hereof, call on, solicit, or take away any of the employees or subcontractors about whom
Consultant became aware as a result of Consultant's Services to OCSD.
18.2 Consultant acknowledges that OCSD's employees are critical to its business.
Consultant agrees not to employ or otherwise engage OCSD's employees or
subcontractors during the term of this Agreement and for a period of one (1) year
following termination of this Agreement. Should Consultant violate this provision,
Consultant will pay OCSD fifty percent (50%) of the former employee's annual salary
which payment is in addition to OCSD's rights and remedies.
19. Independent Contractor Capacity
19.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing
herein shall be construed as creating an employment or agency relationship.
19.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD
assumes no liability for Consultant's action and performance, nor assumes responsibility
for taxes, funds, payments or other commitments, implied or expressed, by or for
Consultant.
19.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor
shall Consultant have the right to, and shall not, commit OCSD to any agreement,
contract or undertaking. Consultant shall not use OCSD's name in its promotional
material or for any advertising or publicity purposes without expressed written consent.
19.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on
OCSD's payroll as regular employees including, without limitation, worker's
compensation, disability insurance, vacation, holiday or sick pay. Consultant shall be
responsible for providing, at Consultant's expense, disability, worker's compensation or
other insurance as well as licenses and permits usual or necessary for conducting the
Services hereunder.
19.5 Consultant shall be obligated to pay any and all applicable local, state and federal payroll
and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies
OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by
OCSD arising out of Consultant's breach of this provision.
19.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those
individuals listed on OCSD's payroll as regular employees. Consultant shall remain
ineligible for such benefits or participation in such benefit plans even if a court later
decides that OCSD misclassified Consultant for tax purposes.
Orange County Sanitation District 6 of 10 Specification No. CS-2017-884BD
20. Licenses, Permits Consultant represents and warrants to OCSD that it has obtained and
will maintain 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 Consultant.
21. Consultant's Representations In the performance of duties under this Agreement,
Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of
care and competence for their trade/profession. Consultant agrees to comply with all
applicable Federal, State and local laws and regulations.
22. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has
investigated the work to be performed; 2) it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the
work under this Agreement. Should Consultant discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall
immediately inform OCSD of this and shall not proceed, except at Consultant's risk, until
written instructions are received from OCSD.
23. Riaht to Review Services. Facilities. and Records
23.1 OCSD reserves the right to review any portion of the Services performed by Consultant
under this Agreement, and Consultant agrees to cooperate to the fullest extent possible.
23.2 Consultant shall furnish to OCSD such reports, statistical data, and other information
pertaining to Consultant's Services as shall be reasonably required by OCSD to carry
out its rights and responsibilities under its agreements with its bondholders or
noteholders and any other agreement relating to the development of the project(s) and
in connection with the issuance of its official statements and other prospectuses with
respect to the offering, sale, and issuance of its bonds and other obligations.
23.3 The right of OCSD to review or approve drawings, specifications, procedures,
instructions, reports, test results, calculations, schedules, or other data that are
developed by Consultant shall not relieve Consultant of any obligation set forth herein.
24. Force Maleure Neither party shall be liable for delays caused by accident,flood, acts of God,
fire, labor trouble, war, ads 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.
25. 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.
26. Waiver The waiver of either party of any breach or violation of, or default under, any provision
of this Agreement, shall not be deemed a continuing waiver by such party of any other
provision or of any subsequent breach or violation of this Agreement or default thereunder.
Any breach by Consultant to which OCSD does not object shall not operate as a waiver of
OCSD's rights to seek remedies available to it for any subsequent breach.
Orange County Sanitation District 7 of 10 Specification No. CS-2017-884BD
27. Remedies In addition to other remedies available in law or equity, if the Consultant fails to
make delivery of the goods or Services or repudiates its obligations under this Agreement, or
if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,OCSD
may(1)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 Consultant. In the event OCSD elects to"cover as described in
(3), OCSD shall be entitled to recover from Consultant as damages the difference between
the cost of the substitute goods or Services and the contract price,together with any incidental
or consequential damages.
28. Governing Law This Agreement shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in Orange County, in the event any
action is brought in connection with this Agreement or the performance thereof.
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. Dispute Resolution
30.1 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.
30.2 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.
31. Damage to OCSD's Property Any OCSD property damaged by Consultant will be subject to
repair or replacement by Consultant at no cost to OCSD.
32. 00SD Safety and Human Resources Policies OCSD requires all contractors and
Consultants 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 a contract it is discovered that OCSD policies, safety manuals, or contracts do
not comply with State or Federal regulations then the Consultant is required to follow the most
Orange County Sanitation District 8 of 10 Specification No. CS-2017-884BD
stringent regulatory requirement at no cost to OCSD. Consultant and all their employees and
subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies
found at: https://www.ocsd.com/about-us/transparency/safety-and-human-resources-policy/-
folder-631 and Human Resource Policies are hereby incorporated by reference as though
fully set forth herein in Exhibit"D".
33. Freight (F.O.B. Destination) Consultant assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Agreement.
34.Assianments Consultant shall not delegate any duties nor assign any rights under this
Agreement without the prior written consent of OCSD. Any such attempted delegation or
assignment shall be void.
35. Conflict of Interest and Reporting
35.1 Consultant shall at all times avoid conflict of interest or appearance of conflict of interest
in performance of this Agreement.
35.2 Consultant affirms that to the best of its knowledge there exists no actual or potential
conflict between Consultant's families, business or financial interest or its Services under
this Agreement, and in the event of change in either its private interests or Services
under this Agreement, it will raise with OCSD any question regarding possible conflict
of interest which may arise as a result of such change.
36. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits
to anyone other than OCSD and Consultant.
37. 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 of the terms of this Agreement.
36.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.
39. Read and Understood By signing this Agreement, Consultant represents that he has read
and understood the terms and conditions of the Agreement.
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.
Orange County Sanitation District 9 of 10 Specification No. CS-2017-884BD
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. Any facsimile notice must be followed within
three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver
because of changed address for which no notice was given as provided hereunder shall be
deemed to be receipt of the notice, demand or request sent. All notices shall be effective
when first received at the following addresses:
OCSD: Brandon Garcia
Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
Consultant: Dennis Mulqueeney, Senior Vice President
Alliant Insurance Services, Inc.
1301 Dove Street, Suite 200
Newport Beach, CA 92660
Each party shall provide the other party written notice of any change in address as soon as
practicable.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Seborn, PLS
Chair, Board of Directors
Dated: By:
Kelly Lore
Clerk of the Board
Dated: By:
Contracts/Purchasing and Materials
Management Manager
Alliant Insurance Services, Inc.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 10 of 10 Specification No. CS-2017-884BD
ADMINISTRATION COMMITTEE Meeting Date TOBd.Ot Dir.
12J13/17 12/20/17
AGENDA REPORT IWmNumber Item Number
B 17
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: ORANGE COUNTY SANITATION DISTRICT WASTEWATER REVENUE
PROGRAM RATE STUDY
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Orange County Sanitation District's 2017 Wastewater Revenue
Program Rate Study completed by Carollo Engineers.
BACKGROUND
To ensure the appropriate allocation of costs and fees, the Orange County Sanitation
District (Sanitation District) has engaged an engineering consulting firm, Carollo
Engineers, to provide an independent analysis of the Sanitation District's cash flow
modeling and a cost of service study. The study demonstrates that the Sanitation
District's proposed fees are appropriate and reasonable and will support its projected
capital and operating requirements.
Carollo Engineers has just completed the facilities master plan update. In conjunction
with this update, Carollo was tasked with performing an updated sewer rate study to
determine the appropriate rates going forward to support the facilities master plan update.
RELEVANT STANDARDS
• Stable rates, no large unforeseen rate increases
PROBLEM
The Sanitation District's Board of Directors approved a five-year rate schedule which
expires at the end of the current fiscal year.
PROPOSED SOLUTION
Develop a new proposed five-year rate schedule based on the 2017 rate study completed
by Carollo Engineers.
TIMING CONCERNS
Based on the 2017 rate study, staff will be developing a proposed five-year rate schedule,
beginning in July 2018, for Administration and Board consideration in February 2018.
Page 1 d 2
RAMIFICATIONS OF NOT TAKING ACTION
Sewer service fees will be insufficient to support the facilities master plan update.
PRIOR COMMITTEE/BOARD ACTIONS
January 2013-Approval of the previous Sanitation District Wastewater Revenue Program
Rate Study.
ADDITIONAL INFORMATION
Based on the results of the rate study completed by Carollo Engineers, Sanitation District
staff is in the process of recommending a five-year revenue program which includes an
increase of approximately 1.2 percent annually for the next five years.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the
complete agenda package:
• Orange County Sanitation District Wastewater Revenue Program Rate Study
(Separate Document)
• PowerPoint Presentation from Administration Committee Meeting of 12/13/17
Page 2 of 2
Rate Program Summary
2018 - 2023
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Preparation and Analysis
Rate increase assumptions of 1 %-2% were
included in each of the last five budgets
2) Cashflow estimates are updated annually
looking forward for a ten year period
3) Facilities Master Plan has been completed
4) Staff engaged an engineering consultant to
develop an Independent Rate Study to
validate financial assumptions
.4
Rate Study Scope
, Allocation of Unit Cost Expenditures
2) Single Family Residential Rates
s) Capital Facility Capacity Charge (CFCC)
Calculation
Rebate process review
5) Miscellaneous Fees and Charges
6) Five-Year Financial Projections
s�
Allocation of Unit Cost Expenditures
1 ) Treatment Constituents
Flow, Strength (BOD) , Solids (TSS )
2) Cost Categories
O&M , CIP , Debt Service , In Plant Service
d.
Majority of OCSD Revenue comes
from the Single Family User Fee
1) General User Fees $ 300 M 63%
2) Property Taxes $ 100 M 21%
3) Interest/Assessments $ 50 M 11%
4) Other Fees/Charges $ 25M 5%
Total Fees & Charges $475 M 100%
Comparison of Single Family Residential Rates
(July 2017)
$900 93
$800
$700
t
$600
L
d
a $500
L
o $400 $331
$300
$200 $163 .
$100
$0
Efficiency Measures
1 ) Debt Refunding - $67 Million
2) Unfunded Actuarial Accrued Liability (UAAL)
s) Efficiencies in Chemical Purchases
4) Dewatering Projects
s�
General User Fees (63% of total revenue)
Staff recommends 1 % annual increases
Half of Anticipated Inflation
Year 2013 2017 Proposed
2017 $339 $331 $331
2018 $347 $337 $335
2019 $355 $344 $339
2020 $364 $351 $343
2021 $372 $358 $347
2022 $382 $365 $351
.4
Industrial User O&M Fee
High Strength Dischargers
Represents $13M million (3% of total Revenue)
Increase Rationale
Full Secondary Treatment component costs were not
incorporated after the 2013 Rate Study
Rates increases were tied to the Single Family Rate
and were not adjusted for these individual cost changes
Staff recommends annual increases of 1 %-4% over
a five year period to minimize impacts to the users
Capital Facilities Capacity Charge
One-Time Connection Charge
Represents $8M (2% of total revenue)
Charges are calculated based on the projected funding
needs for the next two decades.
"Growth pay for Growth" vs. "Buy In" Methodologies
However, there is much less expansion today
Returning to a Buy In Methodology is now appropriate
.4
Capital Facilities Capacity Charge
Increase Rationale
OCSD's Current Single Family Charge is $3855
The Current State Average is $6000
The OCSD charge will move to $5719 using a five-year
phase-in approach, minimizing the impacts to the users:
2017 2018 2019 2020 2021 2022
$3855 $4228 $4601 $4973 $5346 $5719
The OCSD charge in five years will be lower than the
current State Average 4
s�
Supplemental Capital Facilities Capacity Charge (SCFCC)
Annual charge for exceeding established baselines
Represents $2M (1 % of total revenue)
Currently, there are 36 users
Users would see increases of approximately 1 %-3%
.4
Five-Year Financial Projection
Year Reserves Policy Variance
2018 $586 $523 $ 63
2019 $629 $521 $ 108
2020 $675 $527 $ 148
2021 $649 $529 $120
2022 $584 $534 $ 50
2023 $503 $537 $(34)
.4
Rebates and Refunds
Staff recommends the Flow-only Approach
Examples with a 10% flow reduction
Current Methodology
10,000 Flow 1,000 BOD 100 TSS
(1,000) 100 10
9,000 Flow 900 BOD 9 TSS
Proposed Methodology
10,000 Flow 11000 BOD 100 TSS
(1,000) (0) (0)
9,000 Flow 11000 BOD 10 TSS
�5
Customers can provide sampling data if they believe the
calculation is not representative of their system impact
Schedule
1 ) November Steering Committee — Rate Plan Overview
2) December Operations Committee:
Facilities Master Plan and Rate Plan Overview
3) December Administration Committee:
Facilities Master Plan and Rate Plan Overview
4) December Board :
Facilities Master Plan , Rate Study, Prop. 218 Notices
5) February 2018 — Mail Prop. 218 Notices
6) February Board — First Reading of the Ordinance
7) March Board — Second Reading and Adoption
8) July 1 , 2018 — New Rates go into effect .4
QUESTIONS
d.
ADMINISTRATION COMMITTEE Meeting Date TOBd.Ot Dir.
17J13/17 12/20/17
AGENDA REPORT emNumber Item Number
9 IB
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: PROPOSITION 218 NOTIFICATIONS
GENERAL MANAGER'S RECOMMENDATION
Direct staff to prepare and mail Proposition 218 compliant notifications to affected
property owners outlining a five-year regional sewer service fee schedule with annual
increases of approximately 1.2 percent over the next five fiscal years beginning with
Fiscal Year 2018-19.
BACKGROUND
The Orange County Sanitation District's (Sanitation District) current five-year sewer fee
rate schedule expires at the end of the current fiscal year. The Sanitation District engaged
Carollo Engineers, an engineering consulting firm, to provide an independent analysis of
the Sanitation District's cash flow modeling and a cost of service study to ensure the
appropriate allocation of costs and fees. This study has been completed and presented
to the Administration Committee at this meeting as a separate agenda item. Based on
this information, the Facilities Master Plan,forecasted operating expenses, and cash flow
modeling, staff recommends annual increases of approximately 1.2%.
RELEVANT STANDARDS
• Stable rates, no large unforeseen rate increases
PROBLEM
Proposition 218 requires that the Sanitation District notify the affected property owners
within the Sanitation District service area of proposed rate increases and to conduct a
public hearing that coincides with the second reading of the ordinance. Notices must be
mailed to property owners 45 days prior to the public hearing.
PROPOSED SOLUTION
With Board approval, a notice of rate changes will be mailed to every affected property
owner within the Sanitation District service area. These rates will be scheduled for
adoption through the ordinance process that requires a public hearing, two Board
meetings, and a 2/3 majority approval of the Board. The estimated cost of mailing is
approximately $300,000.
Page 1 d 2
TIMING CONCERNS
Rate approval schedule:
• December 2017: Administration & Operations Committees— Rate Structure
presentation
• December 2017: Board Meeting —Approval of Proposition 218 Notices
• February 2018: Proposition 218 45-day notices mailed for Sanitary Sewer Fees
• February 2018: Board Meeting — let Reading of the Ordinance
• March 2018: Board Meeting —2"d Reading of the Ordinance, Public Hearing &
Adoption
• July 1, 2018: New rates go into effect
RAMIFICATIONS OF NOT TAKING ACTION
Existing sewer service fees will be insufficient to support the Sanitation District's operating
expenses and new facilities included in the Facilities Master Plan update.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Proposed Annual Single Family Residential Fee Schedule:
Current $331
FY 2018-19 $335
FY 2019-20 $339
FY 2020-21 $343
FY 2021-22 $347
FY 2022-23 $351
FINANCIAL CONSIDERATION
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted in the FY 2017-18 budget.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the
complete agenda package:
N/A
Page 2 of 2
LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE rez 11117 TO12/20/17r
AGENDA REPORT emNumber Item Number
2 19
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Robert P. Ghirelli, Assistant General Manager
SUBJECT: LEGISLATIVE/REGULATORY PLAN AND YEAR-END REVIEW
GENERAL MANAGER'S RECOMMENDATION
Approve the Orange County Sanitation District 2018 Legislative and Regulatory Plan.
BACKGROUND
Annually, staff provides a legislative and regulatory year-end review. Additionally, the
Orange County Sanitation District (Sanitation District) Board of Directors consider
approval of the annual Legislative and Regulatory Plan (Plan)which provides a list of key
issues for staff, management, Board of Directors and legislative advocates to follow
during the legislative year. The Plan provides direction to staff and management on how
to coordinate advocacy efforts with wastewater associations and state and federal
legislative bodies.
RELEVANT STANDARDS
• Unified legislative advocacy and public outreach program
Build brand, trust, and support with policy makers and community leaders
PROBLEM
Without a strong advocacy program, elected officials may not be aware that the Sanitation
District is more than a wastewater treatment plant — treating and sending water to the
ocean.
The Sanitation District is an environmentally engaged organization which recycles more
than 50 percent of the wastewater. Additionally, to help meet the goal of 100 percent
recycling, the Sanitation District uses the byproducts from the wastewater treatment
process to produce biosolids and energy used to help run the two plants in Fountain
Valley and Huntington Beach.
PROPOSED SOLUTION
Approve the 2018 Legislative and Regulatory Plan. Advise staff to work with Local, State
and Federal officials to advocate the Sanitation District's legislative interests and help to
pursue grants and create/monitor legislation that would benefit the Sanitation District, the
wastewater industry and the community as a whole. To assist in our relationship building
Page 1 of 2
activities, we will continue to reach out to our elected officials providing facility tours, one-
on-one meetings and trips to D.C. and Sacramento.
RAMIFICATIONS OF NOT TAKING ACTION
If we do not work with the Local, State and Federal elected officials, legislation could be
passed that negatively affects the Sanitation District and the wastewater industry as a
whole. Additionally, this could affect our chances of receiving grant funding.
ATTACHMENT
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• OCSD 2018 Legislative & Regulatory Plan
• Presentation from 12/11/2017 Legislative & Public Affairs Committee Meeting
Page 2 of 2
ORANGE COUNTY SANITATION DISTRICT
2018 Legislative and
Regulatory Plan
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Orange County Sanitation District
2018 Legislative&Regulatory Plan
Legislative & Regulatory Affairs Team
OCSD Staff
Rebecca Long (714)593-7444 rlong@ocsd.com
Senior Public Affairs Specialist
Jennifer Cabral (714)593-7581 jcabral@ocsd.com
Public Affairs Supervisor
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
State 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
Christopher Townsend (949)399-9050 ctownsend@TownsendPA.com
Townsend Public Affairs
Regulatory Advocacy Team
James Colston,Director of Environmental (714)593-7450 jcolston@ocsd.com
Services
Tom Meregillano,Senior Regulatory Specialist (714)593-7457 tmeregillano@ocsd.com
2
January 2018
Orange County Sanitation District
2018 Legislative 8 Regulatory Plan
Introduction
The Orange County Sanitation District(OCSD) recognizes the need for an active local,state and federal legislative
and regulatory advocacy program to ensure that the interests of the ratepayers and the Board of Directors
(Board)are protected and supported.Towards that end,the legislative and regulatory team actively engages,
pursues,and monitors activities in California and Washington, D.C. and takes appropriate action in support of or
opposition to legislative and regulatory initiatives.
Each year,the Board of Directors adopts a legislative and regulatory plan,which is a summary of OCSD's goals, key
issues, and policy positions. The legislative and regulatory policies in this document were developed taking into
consideration OCSD's priorities, the wastewater industry, and 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 and regulatory plan is a dynamic document, adopted annually and is modified to meet the
needs of OCSD as federal,state,and local policymaking agendas change throughout the year.
The legislative and regulatory team,in conjunction with the Board,may take appropriate action consistent with the
legislative and regulatory plan, including, but not limited to, drafting letters, lobbying legislators, regulators, staff,
and crafting bills and proposing legislation and regulations.
Procedure for Taking Positions on Bills and Proposed Regulations
1. Staff will track bills and proposed regulations of greatest interest to OCSD,particularly those that fall within
the goals and objectives identified by the Board and included in this plan. Staff will monitor bills and
proposed regulations 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 Southern California Alliance of Publicly Owned Treatment Works (SCAP), California
Special Districts Association (CSDA),Association of California Water Agencies (ACWA),National Association
of California Water Agencies (NACWA), Association of California Cities Orange County (ACC-OC), and the
League of California Cities(LOCC).
2. For those bills and proposed regulations that are being tracked,where there is clear policy direction stated
in the Board-adopted legislative and regulatory plan or adopted goals, staff can send letters to legislators
and regulators 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
and the General Manager or Designee approves the letter.
4. When a bill does not fall within the scope of the legislative and regulatory plan or is a 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 Association of California Cities Orange
County (ACCOC), California Association of Sanitation 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 2018
Orange County Sanitation District
2018 Legislative 8 Regulatory Plan
Guiding Priorities
• Seek funds for OCSD projects through grants, appropriations,or other means;
• Maintain local control over governance of special districts and other local entities;
• Oppose redundant regulatory requirements;
• Support regulatory streamlining that promotes public health and the environment.
Federal Priorities
• Advocate for funding of the Water Infrastructure Improvements for the Nation (WIIN)Act including water
infrastructure provisions.
• Identify and work to secure general federal grants assistance,Water Infrastructure Finance and Innovation
(W IFIA)Act assistance,green infrastructure, renewable energy, and water recycling project assistance.
• Work with Congress and United States EPA to advance implementation of the Watersense Program to
increase the use of energy efficient technologies at the Sanitation District while protecting against OCSD
treatment cost increases.
• Monitor federal agency grants for funding of alternative renewable energy, bioenergy, water recycling,
biosolids beneficial use, and beach protection.
• Work with Administration and Congress to advance commonsense permitting processes including ten year
National Pollutant Discharge Elimination System (NPDES) permits and programmatic permits issued by
United States EPA and the U.S.Army Corps of Engineers to promote reduced costs to ratepayers.
• Work with OCSD's congressional delegation and administration officials to advance resiliency and
infrastructure policies that promote the funding of OCSD's water recycling and other conservation projects.
Seek to secure adequate funding of programs authorized in drought relief legislation to facilitate funding of
OCSD's project priorities.
• Support legislation, policies and regulations that offer to provide below market bonding rate assistance to
construct treatment facilities, including credit assistance and infrastructure banks. Focus should be on
energy recovery technologies,core infrastructure assistance related wastewater treatment,funding of final
stage of water recycling needs, and related demonstration of evolving technologies to address brine line
needs.
• During the fiscal year 2019 appropriations, identify opportunities to secure federal support of Sanitation
District project needs as part of any budget decision making process for the coming fiscal year.
• Oppose federal tax reform initiatives that would eliminate state and local tax payment deductibility and/or
elimination or restriction on the use or availability of tax-exempt financing for public infrastructure.
• Support at least$3 billion in annual federal appropriations for the Clean Water Act State Revolving Fund
(CWSRF). Work with Congress and the United States Environmental Protection Agency to streamline the
Clean Water Act permitting processes. Provide assurances that CWSRF appropriations are not transferred
to State Drinking Water State Revolving Fund(SRF)needs.Additionally,support legislation to revise the SRF
allocation formula to allow for appropriate and fair share of funding to California consistent with United
States EPA study(20%increase in share).
• Support removal of private activity Bond State Volume Cap on water and wastewater facilities to allow for
innovative financing options such as public private partnerships.
• Work with the EPA on emerging regulatory issues of concern including integrated plans and monitoring
effluent limitations and guidelines including but not limited to the dental amalgam program.
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• OCSD will continue to advocate for federal policies that minimize regulatory burdens imposed upon
communities and public agencies that seek to adopt programs for the giveback of pharmaceuticals that will
result in the reduction of disposal of pharmaceuticals through wastewater treatment facilities. Additionally,
OCSD will advocate for federal funding of programs currently authorized that support the development of
pharmaceutical management programs including education.
• Support development of infrastructure assistance legislation and policies that support projects and
programs addressing resiliency needs that protect OCSD investments.
• Work with U.S. Department of Energy and U.S. Environmental Protection Agency (EPA) to identify and
support efforts to secure funding assistance for OCSD energy water nexus project demonstrations.
• Oppose EPA's reform to change the cellulosic biofuel value of the co-digestion of organics,which will lower
Renewable Identification Number(RIN)credit.
State Priorities
• Secure funding through grants and legislation for the final expansion of the Groundwater Replenishment
System as well as infrastructure, collection improvements and alternative renewable energy at the
Fountain Valley, Plant No. 1 and Huntington Beach, Plant No.2.
• Promote a regional distribution/statewide equity approach to the disbursement of State Revolving Fund
monies.
• Oppose legislation or any regulations that would mandate volumetric pricing of wastewater.
• Continue to monitor the state budget process and actively protect local property taxes.
• Work with legislators who introduce legislation such as SB 163(Hertzberg,2015) in order to ensure that no
unrealistic regulations are placed on wastewater treatment facilities, including OCSD.
• Oppose state mandates,regulations,or legislation such as AS 1217(Daly,2015)that set,alter,or otherwise
modify the governance structure of special districts,joint powers authorities, or other local government
entities.
• Support efforts to competitively seek funding for projects that meet the State's goals of expanded water
supply and energy reduction.
• 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.
• Support and participate in Integrated Regional Water Management planning efforts in the Santa Ana River
watershed.
• Oppose additional and redundant regulatory requirements for biosolids.
• Support the creation of a Statewide Organics Management Plan that includes the beneficial uses of
biosolids.
• Support funding through grants and legislation for a Food Waste/Organic Co-Digestion facility at OCSD.
• Support legislation or regulations that would prevent the disposing of drugs down the drain and would
provide for alternative safe disposal of unwanted/unused medications.
• Monitor pension reform legislation for clean-up bills and relevant proposed regulations.
• Support the State's efforts to increase the effectiveness and efficiencies of Local Agency Formation
Commissions.
• Support efforts to reform the California Environmental quality Act(CEQA)to streamline current procedures
and regulations for projects to refurbish or replace existing infrastructure facilities.
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• Actively monitor the Little Hoover Commission hearings and reports related to climate change adaptation,
special districts and other topics as it relates to OCSD.
• Support the inclusion of recycled water credits during the development of long-term water conservation
legislation and regulations.
• Support legislation or regulations that restrict the use of microplastics in any product that is disposed of
through the sewer system.
• Support legislation or regulations that discourage the flushing of wipes through the sewer system.
Appendix
A. Federal Tactics
B. State Tactics
C. Legislative and Regulatory Policies
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Appendices
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' rr �
Federal Tactics
Initiative Action
1. Identify and advise on federal • Schedule meetings with federal agency stakeholders and senior
funding opportunities for OCSD officials in Washington D.C.and district offices to build support for
infrastructure projects OCSD priority projects
• Develop white papers etc.tojustify requested assistance
2. Seek funding assistance to • Meet with federal agency officials to discuss funding opportunities
advance recovery of energy and and options related to the energy water nexus
other resources from biosolids 9 Workwith U.S. Environmental Protection Agency and other
agencies to advance energy and water efficient technologies
related to WaterSense
3. Seek Infrastructure assistance • Develop priorities and disseminate to OCSD congressional
delegation
A. Robustfundingof State 9 Advocate before Congressional Infrastructure Committees and
RevolvinglyingFuandd (SRF)and applicable Executive Branch officials to provide enhanced
revise SRF Allocation Formula alternative water infrastructure financing including credit, loans,
B. Innovative Financing public-private-partnerships and grants
C. Project Streamlining • Work to secure legislation and policies that expedite the National
Environmental Policy Act and related reviews and approvals
• Work with Washington-based stakeholders to support policies
• Work with Congress and U.S. Bureau of Reclamation on proposals
to provide enhanced alternative water infrastructure financing
4. Support tax reform that • Work with NACWA and CASA in support of continued use of tax-
protects public agencies exempt financing and feasible innovative financing approaches
such as infrastructure banks to supplement traditional funding
approaches
• Work with state and local government stakeholders to preserve
state and local tax deductibility and advocate before
congressional delegation
• Submit testimony and transmit communications on tax-exempt
financing and where possible present testimony
S. Support resiliency legislation • Work with delegation and regulators to ensure incorporation of
and policies that support new programs for water recycling assistance
protection of OCSD investments
and promote water recycling Work with NACWA,CASA and ACWAto advance priority
assistance • Work with congressional infrastructure committees to secure
assistance for resiliency projects
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6. Work with federal agencies on • Work with U.S. Department of Energy on alternative energy
permitting issues permitting issues
• Work with U.S. Fish and Wildlife Service on environmental site
assessment issues
• Advocate to extend the term of National Pollutant Discharge
Elimination System (NPDES) permits from 5-years to at least 10-
years
• Seek introduction of amendment to Clean Water Act to address
conflict language to allow qualified candidates to serve on
California Water Boards
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State Tactics
Initiative Action
1. Develop a proactive legislative • Identify legislation that has potential to benefit or impact OCSD, as
and regulatory advocacy legislation is introduced and amended
agenda • Identify proposed federal,state,and local regulations that are
introduced that have potential to benefit or impact OCSD
• Recommend positions on identified legislation and proposed
regulation in alignment with OCSD's legislative and regulatory plan
• Create and continually update a legislative and regulatory matrix to
track identified pieces of priority legislation and proposed
regulations
• Schedule advocacy days in Sacramento with legislators and
committee staff and regulators
• Continue an active letter writing campaign in support or opposition
of priority legislation and proposed regulations
• Schedule meetings with legislators, regulators,stakeholders and
senior officials in Sacramento and district offices to build support for
OCSD priority projects
• Participate in CASA's legislative committees and Regulatory
Workgroup and SCAP's water and biosolids committees
2. Compile a comprehensive list • Meet with EMT to discuss future capital projects and priorities
of Capital Improvement • Match capital improvements with funding opportunities based on
projects
project eligibility
3. Monitor and advise on possible • Proactively engage in the drafting of grant funding guidelines and
funding opportunities, provide input to drafting agency or committee to ensure eligibility
including but not limited to and competitiveness of OCSD projects and priorities
funding through Statewide bonds Proactively engage on proposed legislation and regulations that
would have an impact on the implementation of funding programs
• Identify funding opportunities and provide recommendations for
eligible projects. Create an advocacy and outreach schedule on the
planning and execution of efforts to seek funds
4. Monitor and advise on funding • Monitor the rollout of the$40 million included in the 2017 Cap and
available through Cap and Trade Expenditure Plan for waste diversion projects. Continue to
Trade advocate for additional funding in future Cap and Trade Expenditure
Plans that OCSD is eligible for
• Identify eligible and competitive projects and programs
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• Create a schedule on planning and execution of efforts to seek
funds, including outreach and advocacy strategy
5. Monitor and advise on energy • Track energy related grant opportunities
or other resource recovery • Identify potential projects for funding, including, but not limited to:
related funding opportunities alternative renewable energy, biosolids to energy conversion,
organic waste(high strength food waste and fats, oils,and grease)
to energy conversion,and greenhouse gas reduction projects
• Ensure wastewater interests are protected as significant decisions
are made related to renewable energy production financing,
mandates, climate change goals, programs and continued efforts to
extend the state's emissions reduction target
• Schedule meetings with local delegation as well as key members to
discuss project benefits and funding opportunity
• Support initiatives that helps OCSD strive for energy independence
by minimizing energy utilization and maximizing useful energy
recovery from the sewage it receives
• Support renewable energy initiatives that are reasonable and fair
6. Schedule and attend advocacy • Educate current administration, key staff and agencies on priority
and outreach meetings to projects and advocate for funding allocations that align with OCSD
provide OCSD project updates priorities
• 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 the California Environmental Protection Agency,
water recycling and expansion Department of Toxic Substances,State Water Resources Control
of GWRS Board, Regional Water Quality Control Board,the governor's office,
legislative leadership and other appropriate stakeholders
8. Development and advocacy for • Support and advocate for legislation that will expand the approved
design-build legislation uses of design-build for OCSD specific projects
targeted at OCSD projects
Schedule briefings and updates with Orange County legislative
delegation to discuss potential design build legislation
9. Development and • Work in conjunction with CASA and SCAP to outreach,educate and
implementation of a statewide develop an advocacy strategy for regulatory framework that will
biosolids land application support statewide objectives to manage biosolids land application
management policy
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10. Development and • Work with relevant legislators and committees to draft legislation
implementation of a strategy to that will lessen the cost burden on OCSD of complying with
relieve OCSD of cumbersome outdated bid advertising requirements
and outdated bid advertising 0 Conduct outreach with various other Sanitation Districts across the
costs State to form a coalition to support any efforts
11. Development and advocacy for • Meet with local labor groups to initially present the issue
legislation to raise the • Brainstorm proposed solutions that will give OCSD and other
contracting and bid threshold Sanitation District's more flexibility to complete small scale public
for Sanitation Districts
works projects in house
• Work in conjunction with CASA to outreach,educate,and develop
an advocacy strategy that will target all Sanitation Districts affected
by the current threshold limitations
• Develop and advocate for legislation that will raise the threshold for
work that can be performed in house as well as work that is
required to be bid
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Legislative and Regulatory Policies
1. Air Quality:OCSD is committed to complying with federal,state,and local air quality laws, rules,
regulations,and policies.
a. Support air quality legislations, regulations,rules,and policies that emphasize the use of
advanced technologies and promote greater flexibility and financial incentives to reduce air
emission.
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 and regulations to ensure greater consistency between the California and
Federal Clean Air Acts.
d. Support strategies that clearly demonstrate and provide for the most cost-effective means for
meeting air quality goals.
e. Continue to commit to adhere to OCSD's odor policy to assure that OCSD is a good neighbor to
the surrounding communities.
f. Monitor legislation and regulations that would mandate OCSD to act as an air quality regulator
and enforcer
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, regulations and policies that support the beneficial use of biosolids on
agricultural lands, landscape, horticulture,California Healthy Soils Initiatives, mine reclamation,
fire ravaged lands,superfund sites, brownfields, overgrazed lands,carbon sequestration and
wetland restoration.
b. Supportthe promotion and funding of local pilot programs,studies and research forthe beneficial
use of biosolids.
c. Oppose legislation, regulations,and policies that imposes bans or restrictions on use of biosolids
for land application in any region,county,or state.
d. Support alternative energy legislation, regulation and policies that encourage use of biosolids as a
renewable energy resource.
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, special projects and capital improvement
projects.
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a. Support 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,wastewater
recycling, biosolids and organics management,water quality improvement, resource recovery,or
alternative energy.
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. Innovative Funding: OCSD is committed to supporting programs that provide the highest quality services
to its ratepayers.
a. Support programs to leverage federal assistance such as credit assistance and highly subsidized
loan assistance.
b. Support Public-Private-Partnerships, Public to Public and other financing approaches that can
reduce costs.
c. Support the fully funding of the Clean Water Act-State Revolving Fund Program at$3 billion
annually.
d. Seek federal assistance to support water conservation projects such as water recycling,green
infrastructure through the Water Infrastructure Finance and Innovation Act(WIFIA)and direct
grants to reduce project costs.
S. Labor Relations:OCSD is committed to 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 that rely on 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.
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2018 Legislative 8 Regulatory Plan
6. 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.
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.
7. 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 and environment through the construction and
implementation of advanced wastewater treatment technology.
d. Support sharing critical information and data from state and county agencies in the interest of
protecting the public health and saving taxpayer dollars.
8. 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
sewage collection systems.
b. Support legislation and regulation that allow public agencies to procure goods and services in
manners similar to private industry,thereby reducing overall costs of delivery.
c. Support legislation and regulation that improve 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.
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2018 Legislative 8 Regulatory Plan
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 and regulation that allow 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.
g. Monitor legislation that would require the inspection and possible repair of sewer laterals at the
time of sale in residential,commercial,and industrial areas
9. Tax Reform/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 that 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 shift existing local revenue sources back to the state,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.
f. Oppose elimination or restriction of state and local tax deduction from federal tax liability of local
taxpayers.
g. Oppose elimination or restriction on the availability of municipal tax-exempt financing for public
infrastructure projects.
10. 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.
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2018 Legislative 8 Regulatory Plan
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.
11. 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(generally)measures to increase water supply and improve water quality in the region,
including drought relief legislations and regulations.
b. 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 wastewater recycling.
c. Support measures that promote and provide for the use of reclaimed water.
d. Support policy development,funding, and research for addressing urban runoff,stormwater, and
beach closures, including funding for studies that identify the sources of bacterial,viral and other
microbial contaminants and human pathogens.
e. Support measures to evaluate water quality standards,as needed,to ensure the objectives are
appropriately protecting the designated use.
f. Support legislation and regulation that would direct U.S. EPA levied fines to remain in the region.
g. Support legislation and regulation that clarifies the use of Clean Water Act citizen suits that are
frivolous and/or abusive of congressional intent.
h. 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.
j. Support legislation and regulation that promote 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.
k. Support legislation and regulation that provide for the development of the watershed approach,
including watershed management plans and watershed-based permitting.
I. Support legislation and regulation that necessitate the responsible use of water in residential,
commercial,and industrial areas.
m. Support environmental guidelines on government agencies that would safeguard the region while
providing increased protections.
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n. 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).
o. Support approaches to reduce compliance costs associated with stormwater controls including
the use of integrated plans.
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January 2018
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AB 574 (Quirk) — Potable Reuse Support Signed by the Governor
AB 967 (Gloria) — Hydrolysate Watch Signed by the Governor
SB 231 (Hertzberg) — Sewer Watch Signed by the Governor
Definition
SB 5 (De Leon) — Parks Bond Support Signed by the Governor
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Advocacy and Grants
ORANGE COUNTY SANITATION DISTRICT
2018 Legislative and
Regulatory Plan
Potential Legislation
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Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Robert P. Ghirelli, Assistant General Manager
SUBJECT: ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE
GENERAL MANAGER'S RECOMMENDATION
Adopt Resolution No. OCSD 17-18, entitled, "A Resolution of the Board of Directors of
Orange County Sanitation District Establishing Rules of Procedure for the Conduct of
Business of the District, and Repealing Resolution No. OCSD 17-08."
BACKGROUND
At this time, the procedures are being updated to add language regarding
teleconferencing of meetings and minor clerical revisions.
RELEVANT STANDARDS
• CA Government Code Section 54950 at seq.
• Comply with transparency and communication requirements, including the Brown
Act
PRIOR COMMITTEE/BOARD ACTIONS
May 2017-Adopted Resolution No. OCSD 17-08, "A Resolution of the Board of Directors
of Orange County Sanitation District Establishing Rules of Procedure for the Conduct of
Business of the District, and Repealing Resolution No. OCSD 15-27."
ADDITIONAL INFORMATION
N/A
ATTACHMENT
The following attachment(s)is attached in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.com) with the complete agenda package:
• Resolution No. OCSD 17-18
Page 1 of 1
RESOLUTION NO. OCSD 17-0818
A RESOLUTION OF THE BOARD OF DIRECTORS OF
ORANGE COUNTY SANITATION DISTRICT
ESTABLISHING RULES OF PROCEDURE FOR THE
CONDUCT OF BUSINESS OF THE DISTRICT, AND
REPEALING RESOLUTION NO. OCSD 45 2717-08
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 10844 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.
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.
OCSD 17-1888-1
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 and in
a location freely accessible to the public 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 and in a location freely accessible to the public.
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 17-1808-2
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 Staffthe General Manager, a member of -the Executive Management
Teem 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 timer 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 17-1808-3
(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 should be forwarded to the Clerk of the Board who will in turnshall-be
mailedmail teto the 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
1s'. 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 1s'.
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 17-1808-4
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#u44h;+efull-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 ind v due' Director`hall-be
but will reflect the votes by name of
each Director on each item brought before the Board. heR •^^6 i Fed by^•^•^^'^^^ ^f^tot^
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
OCSD 17-18N-5
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.
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 et
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 17-18e9-6
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. In the absence or inability of any
designated member of the Steering Committee to serve, his/her city/agency appointed
Alternate Director may not serve in that member's absence.
The Committee shall 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 No. OCSD 12-03.
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 & Administrative Services-and Human Resources
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 interpretation and
implementation of the Board's policies and that the desired procedures have been
followed.
ocsD 17-1 se9-7
The responsibility for consideration and adoption of the District budget rests with
the Board of Directors.
The Committee shall periodically interviewand 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
(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. In the absence of the Board Chairperson, his or her alternate Director may
attend meetings of the Administration Committee.
OCSD 17-1888-8
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 Environmental 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.
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:
OCSD 17-1898-9
(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 the Administration Committee shall be eligible to serve on the Operations
Committee. In the absence of the Board Vice-Chairperson, his or her Alternate Director
may attend meetings of 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 12:00 p.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.
Each Special and Ad Hoc Committee shall meet at the call of its Chairperson.
(e k Alternate Directorss: If a regular Director cannot attend a meeting of the
Operations Committee, the Administration Committee or the full Board of Directors, the
Directors alternate may attend in place of his or her regular Director. An alternate
Director may not, however, attend a meeting of any other Committee in the absence of
OCSD 17-1808-10
his or her regular Director. - If the regular Director and the Alternate Director are both
unable to attend the meeting, the regular Director may request that the meeting be
teleconferenced. The request may be approved, at the Board Chairperson's discretion,
provided that all requirements of the Ralph M. Brown Act (California Government Code
Sections 54950 at sea.) are able to be satisfied.
MN. 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 ajudicial
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
from the date of the initial action. A motion implementing corrective action resulting from
OCSD 17-1808-11
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 2717=08 is hereby repealed.
Section 4: This Resolution shall become effective immediately.
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
May-24December 20, 2017.
Gregory C. Sebourn PLS
Board Chairman
ATTEST:
Kelly A. Lore
Clerk of the Board
APPROVED AS TO FORM:
Bradley R. Hogin
General Counsel
OCSD 17-1808-12
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 17-08-18 was passed and
adopted at a regular meeting of said Board on the 24-20th day of May-December 2017,
by the following vote, to wit:
AYES: Barnes; Bernste n; rnuacott; Delgle z ; Hawkins; h.. es; vim;
DnnHn.; Sebo ; Shaw; Chnwye ; F. Cm'th� T. Smith. Sleek
Wagner; Wanke; Withers; and Yarc;
NOES: Neae
ABSTENTIONS: Neae
ABSENT: Deat^^-and-T^ajere
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
Orange County Sanitation District this 24th 20th day of MayDecember, 2017.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
OCSD 17-1808-13
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 a
Main motion
Motion
Substitute Yes Yes Yes Majority To replace the main
Motion motion entirely
OCSD 17-1808-14
Previous Yes No No Majority To close debate on
Question the main or
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 the
Motion group a motion
from the previously tabled
Table
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 in
Committee 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 vote on a motion
by a previously voted
Director upon
who voted
for the
prevailing
side on
the
original
motion
OCSD 17-1808-15
C. INCIDENTAL RULES
NON-RANKING
Kind of Second Vote
Motion Required Debatable Amendable Required Purpose
Request to Yes No No Two- To facilitate business
Suspend Thirds ordinarily contrary to
the Rules the rules of the
organization
Override Yes No No Majority To have Board
Order of majority rule on the
the Chair order
Point of No No No None To enforce the rules
Order of the organization
OCSD 17-1808-16
STEERING COMMITTEE Meeting Date TOBd.Of Dir.
1JJ2o/17 12/20/17
AGENDA REPORT emNumber Item Number
3 zl
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: DISTRICT 6 TRUNK SEWER RELIEF, PROJECT NO. 6-17
GENERAL MANAGER'S RECOMMENDATION
Approve a contingency increase of $369,930 (10%) to the construction contract with
Charles King Co., Inc. for District 6 Trunk Sewer Relief, Project No. 6-17, for a total
contingency of$739,860 (20%).
BACKGROUND
The purpose of this project is to increase the wet weather capacity of the District 6 Trunk,
extend the life of the sewer by 30 years, and to provide safe access to the manholes. The
District 6 Trunk Sewer was built by the Orange County Sanitation District (Sanitation
District) in the early 1950s and serves the cities of Costa Mesa and Newport Beach. The
existing 3,700-foot long sewer ranges from 12 to 18 inches in diameter and extends along
Pomona Avenue in Costa Mesa, and along Newport Boulevard to Pacific Coast Highway
in Newport Beach. Four manhole stretches within this sewer reach require up-sizing to
reduce the risk of wet weather sewer spills. The selected technique used is called pipe
bursting, which uses a hydraulic bursting hammer that expands the existing sewer pipe
and pulls a new pipe behind it. The benefit of pipe bursting is that it minimizes open-cut
excavations.
The construction for this project is 30% complete. During the first pipe bursting attempt,
the bursting hammer stopped 70 feet short of its destination and required rescue via an
excavated pit. Within this pit, it was discovered that the existing pipe was surrounded on
the top and sides by 2-inch thick redwood boards. These boards were confined by the
outside soil and did not allow the bursting hammer to expand the pipe and soil around it,
and it could not pass.
RELEVANT STANDARDS
• Meet or exceed sanitary sewer overflow regulations
• Ensure the public's money is wisely spent
PROBLEM
Change orders and construction delays have resulted in cost impacts to the project. The
recent pipe bursting failure is estimated to use at least 50%of the authorized contingency.
There are two pipe bursting sections remaining. If further pipe bursting failures occur, the
Page 1 of 3
approved construction contract contingency might not be sufficient for construction
completion, resulting in further potential delay.
PROPOSED SOLUTION
The Contractor, the Sanitation District, and the Design Engineer of record are
cooperatively working to identify other areas where a pipe bursting failure might occur so
future cost impacts can be mitigated. Staff requests an increase in the construction
contract contingency of $369,930 (10%) from $369,930 (10%) for a total contingency of
$739,860 (20%). The project budget is sufficient for this change and no additional funding
is needed.
TIMING CONCERNS
The contingency increase will allow any required changes to be addressed without
causing additional project delays.
RAMIFICATIONS OF NOT TAKING ACTION
If the construction contract contingency is insufficient to cover the costs for potential
unknown conditions, critical path change order work would be delayed further and
completion of the project in a timely fashion would not be possible.
PRIOR COMMITTEE/BOARD ACTIONS
September 2016 -Awarded a Construction Contract to Charles King Co., Inc. for District
6 Trunk Sewer Relief, Project No. 6-17, for a total amount not to exceed $3,699,301 and
approve a contingency of$369,930 (10%).
ADDITIONAL INFORMATION
N/A
CEQA
The Sanitation District, as lead agency, prepared a Program Environmental Impact
Report (PEIR) entitled Collection System Improvement Plan. The Board certified the
PEIR on August 22, 2007 and the Sanitation District filed a Notice of Determination on
August 23, 2007. The Sanitation District has determined that the project is within the
scope of the PEIR.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation DistricPs Purchasing
Ordinance. This item has been budgeted (Budget FY2016-17&2017-18, Section 8, Page
32) and the budget is sufficient for the recommended action.
Page 2 d 3
Date of Approval Contract Amount Contingency
09/28/2016 $3,699,301 $369,930 (10%)
12/20/2017 $369,930 (10%)
$739,860 (20%)
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.Ocsd.com) with the
complete agenda package.:
N/A
AN:dm:gc
Page 3 of 3
STEERING COMMITTEE Meeting Date TOBd.01Dir.
iz/zo1v iz/zo1v
AGENDA REPORT IWmNumber Item Number
a zz
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: DEFERRED PAYMENT AGREEMENT REQUEST FOR CHARGES AND
FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE
PERMITTEE
GENERAL MANAGER'S RECOMMENDATION
Deny the request for a 3'd deferred payment agreement for charges and fees owed for
sanitary sewer service charges from Aseptic Technology, LLC.
BACKGROUND
Aseptic Technology, LLC (Aseptic Technology) is the holder of an industrial wastewater
discharge permit issued by the Orange County Sanitation District (Sanitation District)that
requires payment of sanitary sewer service charges for the cost of conveying, treating,
and disposing of wastewater discharged. Based on the terms of the permit, the permittee
is required to pay estimated, quarterly sewer service charges that are reconciled annually
with actual discharge flows and strength. The permittee currently owes $252,315.72 that
comprises the 2016-17 Annual Reconciliation Invoice, the 2016-17 Supplemental Capital
Facilities Capacity Charge Invoice, and the 2017-18 First Quarter Invoice. The 2017-18
Second Quarter Invoice in the amount of $112,091.76 will be issued on December 31,
2017 and the 2017-18 Third Quarter Invoice in the amount of$112,091.76 will be issued
on March 31, 2018. If all past due amounts remain unpaid, the total monies due through
March 31, 2018 will accumulate to $476,499.24.
Aseptic Technology was first issued a permit in November 2014. They paid their first two
quarterly invoices for March and June of 2015. However, subsequently they were
delinquent on their: (1) FY 2014-15 annual reconciliation invoice; (2) FY 2014-15
supplemental capital facilities capacity charge; and (3) FY 2015-16 first and second
quarterly invoices.
In 2016, The Board of Directors approved a 12-month payment agreement for Aseptic
Technology that Aseptic Technology made timely payments against and paid off as of
January 2017. However, Aseptic Technology failed to make payments against their
current quarterly invoices for services rendered after January 2016, thus necessitating the
second payment agreement request in July 2017. The second payment agreement
required Aseptic Technology to remit timely payments against new obligations occurring
during the term of the agreement.
Page 1 of 3
In July 2017, the Board of Directors approved the second payment agreement for six (6)
months of which Aseptic Technology currently has one payment remaining. This payment
agreement requires that the account balance be paid in full by December 31,2017 to allow
their industrial discharge permit to be renewed on January 1, 2018.
Although they made their past obligations, in accordance with this payment agreement,
they failed to make the payments against their current quarterly invoices for services
rendered after January 2016,which was in violation of the agreement. Aseptic Technology
has not been current with their Sanitation District obligations since January 2016 when
they requested and received a second deferred payment in agreement in July 2017 (for
six months). Following the first six months, after they were first issued their permit in
November 2014., Aseptic Technology has never been current with their outstanding
obligations
Aseptic Technology has requested an administrative extension on their industrial
discharge permit through March 31, 2018 along with a deferred payment agreement
through March 31, 2018 to pay the charges that will accumulate to a total of$476,499.24.
The request is to make three payments of $158,833.08 by January 8' , by February 27tn
and March 31e'. At that time, the account balance would be paid in full and the permit
could be renewed.
RELEVANT STANDARDS
Resolution No. OCSD 11-04
PROBLEM
Aseptic Technology currently owes the Sanitation District $252,315.72 on their account
that, if unpaid, will accumulate to $476,499.24 through March 31, 2018.
PROPOSED SOLUTION
Deny Aseptic Technology's request for a new deferred payment agreement and enforce
the existing deferred payment agreement which states that the account balance must be
current by December 31, 2017, or their permit will not be renewed.
TIMING CONCERNS
Aseptic Technology's industrial discharge permit expires December 31, 2017.
RAMIFICATIONS OF NOT TAKING ACTION
Aseptic Technology's industrial discharge permit expires December and will only be
renewed if the account balance is zero.
Page 2 af3
PRIOR COMMITTEE/BOARD ACTIONS
July 2017- Board of Directors approved 6-month Deferred Payment Agreement with
Aseptic Technology for outstanding invoices totaling $451,161.54.
January 2016 — Board of Directors approved Deferred Payment Agreement with Aseptic
Technology for prior outstanding invoices.
ATTACHMENT
The following attachments)are included in hard copy and may also be viewed on-line at the OCSD website
(wwwocsd.com) with the complete agenda package:
• July 2017 Deferred Payment Agreement—Aseptic Technology, LLC
• November 28, 2017 Letter received from Aseptic Technology, LLC
Page 3 d 3
A
DEFERRED PAYMENT AGREEMENT 0R/GjNq�
THIS AGREEMENT, is entered into, to be effective July 26, 2017, by and
between Orange County Sanitation District ("District"), a county sanitation district duly
organized and existing pursuant to Section 4700 at. seq. of the Health & Safety Code of
the State of California and Aseptic Technology, LLC ("Permitee").
RECITALS
A. District is a wastewater treatment agency which awns and operates
wastewater treatment facilities which receive, treat and discharge, through an ocean
outfall, wastewater received from dischargers within its jurisdictional boundaries. In the
course of its wastewater treatment operations, and pursuant to Ordinance No. OCSD-
48 Wastewater Discharge Regulations ("District's Ordinance"), District issues industrial
wastewater discharge permits to certain persons/entities which discharge wastewater
into the District's sewerage system.
B. As part of the District's wastewater treatment operations, District imposes
user fees on permittees, requiring such permittees to pay their share of the District's
costs of conveying, treating and disposing of wastewater discharged by such
permittees.
C. Permittee is the holder of an industrial wastewater discharge permit issued
by District and is responsible for paying user fees for the cost of conveying, treating and
disposing of wastewater discharged from Permittee's facility located at 24855 Corbit
Place, Yorba Linda, California.
D. District has issued to Permittee Invoice Nos. 52996, 909924, 910080,
530302, 530620, 53274, 53273, 53272, 530942, 53796 and 53875 in the amount of
$451,161.54 for user fees and penalties then due and owing to the District.
E. Permitee has failed to pay the presently owing sum of$451,161.54 and
has requested additional time to pay this outstanding obligation.
F. Pursuant to Resolution 11-04, District is authorized to enter into deferred
1
payment agreements for limited sums and of limited duration, pursuant to approval by
the District's Board of Directors.
G. The District intends to provide additional time for Permitee to pay to
District the amounts presently due on Invoice Nos. 52996, 909924, 910080, 530302,
530620, 53274, 53273, 53272, 530942, 53796 and 53875 in accordance with the
requirements of District Resolution 11-04.
NOW, THEREFORE, in consideration of the facts recited above and the
conditions, covenants and promises set forth below, District and Aseptic Technology
LLC agree as follows:
AGREEMENT
1. Permittee shall make payments (including principal and interest)to the
District, pursuant to the following payment schedule:
Admin
Installment Due Date Principal Interest Charaes Total Date
1 8/15/2017 $74 259.14 $2 255.81 $25.00 $76 539.95
2" 8/15/2017 $74 830.43 $1 884.52 $25.00 $76 539.95
3 9/15/2017 $75 003.59 $1 511.36 $25.00 $76 539.95
4 10115/2017 $75 378.61 $1136.34 $25.00 $76 539.95
5 11/15/2017 $75 755.50 $759.45 $25.00 $76 539.95
6 12/15/2017 $76,134.28 $380.67 $25.00 $76,539.95
Following approval by the Board of Directors, the first and second installment
payments will be due on August 15, 2017. Permittee acknowledges Permitee will be
required to submit a total payment of$153,079.90 on or before August 15, 2017.
2. Permittee shall pay to District all other invoices issued by the District
during the term of this Agreement in accordance with the provisions of District's
Ordinance.
3. If any payment described in Paragraph 1 herein is not received by the
District on or before the due date specified, or if any payment described in Paragraph 2
2
herein is not received by District in accordance with the provisions of District's
Ordinance, the entire balance then owing shall become immediately due and payable
and interest at the rate of ten percent (10%) per annum shall accrue on any such unpaid
balance from the date of acceleration until the date that the balance due is fully paid to
the District.
4. Permitee acknowledges that the failure to pay current invoices, or failure
to pay any installment in accordance with the schedule set forth in Paragraph 1 herein,
may be grounds for suspension of any industrial wastewater discharge permit issued to
Permitee by District, and shall additionally be deemed a breach of this Agreement,
thereby giving rise to all legal remedies available to District. Permitee agrees that by
executing this Settlement Agreement, Permitee waives the right to an administrative
hearing for non-payment of invoices or any other means to challenge the amount owed,
and further agrees that failure to pay District in accordance with the terms of this
Agreement will result in immediate permit suspension until such time as the all
outstanding amounts owed are current.
5. In consideration of the foregoing, District agrees to refrain from instituting
collection or permit suspension or revocation proceedings, which remedies are
presently available to the District as a result of Permitee's current failure to pay Invoice
Nos. 52996, 909924, 910080, 530302, 530620, 53274, 53273, 53272, 530942, 53796
and 53875. This provision to refrain from instituting such proceedings shall be effective
with regard only to Invoice Nos. 52996, 909924, 910080, 530302, 530620, 53274,
53273, 53272, 530942, 53796, and 53875 only for so long as Permitee remains in
compliance with the terms of this Agreement.
6. Should any litigation be commenced between the District and
Permitee regarding enforcement of this Agreement, or the rights and any duties of the
parties in relation thereto, the prevailing party in such litigation shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum as and for its
3
attorney fees and costs in the litigation which shall be determined by the court in such
litigation or in a separate action brought for that purpose.
7. Nothing in this Agreement shall affect Permitee's obligation to pay current
and/or future charges for use of District's sewerage system or Permitee's obligation to
comply with all other conditions and requirements of its industrial wastewater discharge
permit and the District's Ordinance.
8. Nothing herein shall affect the District's right to enforce all requirements
and conditions of the District's Ordinance.
9. This Agreement is made only for the benefit of the parties hereto. It is not
intended that any right under this Agreement shall accrue to any third person.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first written above.
Orange County Sanitation District
BY:
Wgorylt. Abourn, PLS
Board Chair
*Clek
Aseptic Technology LLC
BY:
low Co
Board Alee46epne
�OSek+..rr C4-l�
4
Aseptic Technology
November 28, 2017
Angela Brandt
OCSD
10844 Ellis Avenue
Fountain Valley, CA 92708
RE: Aseptic Technology, LLC
Dear Ms. Brandt:
I am writing to you on behalf of Aseptic Technology, LLC in reference to the Deferred Payment
Agreement entered into on July 26, 2017. As you know,the Agreement required Aseptic to make
six payments of$76,539.95 between August 15,2017 and December 15, 2017. To date,the first
five of the payments have been made and the sixth and final payment will be paid in a timely
manner within the next two weeks.
The purpose of this letter is to request another payment plan to allow Aseptic to catch up on its
current invoices which I believe total approximately$252,000.00. My client and I are aware that
this request is extraordinary in nature,as this will be the third such request. I have been working
with Aseptic Technology since mid-2014 and have assisted in resolving several unfortunate
financial situations that have plagued the organization. I have known Mr. Cua for over 20 years
and in all that time he has never backed away from an obligation. Unfortunately the past 24
months have proven to be more challenging than anyone could imagine.
The silver lining in this situation is that Aseptic Technology has plenty of customers and the
business model is sound. Revenue has Increased from $12M in 2016 to$14.5M in 2017 and
forecast for 2018 is estimated at$17M. Three of our largest existing customers have entered into
multi-year contracts extending to 2020. All of the financial difficulties experienced are a result of a
few unexpected equipment breakdowns, and some untimely and meritless legal disputes. While it
is hard to imagine at the present time,the future of Aseptic Technology looks bright once the last
few challenges are resolved.
24855 Corbit Place . Yorba Linda , CA . 92887
P: (714) 694-0168 . F: (714) 694-0179
In addition to the boiler issue and the January 2017 lawsuit resolution which led to the current
payment plan being required,Aseptic has been brought Into two additional lawsuits, both of
which are scheduled to commence trial in 2018. In previous matters I have been successful in
representing the company at minimal expense. However,the two new actions are outside of my
area of practice with one being filed in Federal Court and the other being commenced in Colorado.
This has caused the company to incur legal fees and expenses it otherwise could have avoided by
my representation of the company. The out of pocket legal expenses for 2017 amount to
$599,215.67 to date. [See attached spreadsheet]
The most troubling of the two currently pending lawsuits involves one of Aseptic's former major
customers White Wave Foods. Since approximately 2014,Aseptic had been manufacturing several
almond milk based products for WWF and had entered into a multi-year contract to produce their
products through 2017. In June 2016 WWF offered Aseptic a contract extension along with
promises of additional business beyond Aseptic's current capacity. Relying upon the additional
volume of products to be produced for WWF,Aseptic ordered additional equipment(totaling
approximately$15M) and began construction of a second manufacturing facility located in
Anaheim, California. In October 2016,WWF decided their product was not profitable and abruptly
cancelled all of its orders and refused to extend the contract. These actions by WWF not only
caused loss of Immediate business revenue, but also caused a significant delay in completion of
the Anaheim facility that was estimated to be completed by April 2017. Since May of this year,
Aseptic has incurred direct out of pocket expenses of$620,076.68 relating to delay in completing
the Anaheim facility, plus the loss of business revenue that was anticipated from the Anaheim
production facility.
While Aseptic may have been able to absorb one of the significant events and still generate
sufficient cash flow to meet Its financial obligations,the combination of the above events has
made it Impossible to keep current on all of its payable obligations. Notwithstanding these
setbacks,Aseptic is still optimistic it will be able to fulfill its obligations and meet the terms of a
payment plan as it has previously done. Aseptic and Mr. Cua have taken significant steps to cut
expenses beginning 2018 including divestiture of all interest in the Anaheim facility thereby
concentrating all efforts in keeping the Yorba Linda plant profitable. Aseptic has absorbed the loss
of WWF business, as well as the aforementioned legal expenses and those associated with the
Anaheim facility. In addition, Mr. Cua has personally taken out mortgages on his home to help
with cash flow evidencing his personal commitment to the Company's recovery efforts.
Mr. Cua and I are willing to meet with representatives of the District and provide any additional
documentation that may be requested to consider our request. The past year has been a struggle
and it is not our desire to utilize the District as our personal bank. The sole intention of our
request for another payment plan is to keep the company operational while we work through the
remaining obstacles. While we were able to meet the terms of the payment plan for past due
amounts, we acknowledge we fell short with respect to current charges. We need our discharge
24855 Corbit Place . Yorba Linda . CA . 92887
P: (714) 694-0168 . F: (714) 694-0179
permit to remain in effect next year and have done everything we could think of to keep the
business operating.
It is our hope that the District can make an extraordinary exception to its policy and grant us this
additional request. We area small company, but to the 60 employees that are employed by
Aseptic and their families, a shutdown of the business would be a life-changing event. I sincerely
hope those in the decision making role can see their way clear to assisting our company through
this predicament. The management of Aseptic is committed to seeing the company continue and
succeed and will cooperate in any way possible.
Sincere ,
o J. Dan o
General Counsel
24855 Corbit Place Yorba Linda . CA . 92887
P: (714) 694-0168 . F: (714) 694-0179
2:37 PN Aseptic Technology LLC
11WMT Account QulckReport
Acu1rN Baste January 1 through November 27.2017
TyPe Dale Num Name YkN1p At11eHg
Legal lgrn..a
Check O110W2017 USA Robert J Danko 3.076.92
Check 0111=017 11017D3 Craig's Courthouse Cale Wanu Case 20.63
Check 01/11/2017 11117M OC Parking Civic Center Wanu 20.00
Check 011192017 11917W Craig's Courthouse Cale 32.36
Check 01=017 2803 Robert J Danko 3.076.92
Check 01202017 12017M OC Parking Civic Center 20.00
Check 0124/2017 12417N Craig's Courthouse Cale 29.11
Check 01252017 1251702 OC Parking Civic Center 16.50
Check 012b/2017 12517N Central Justice Center 394.63
Check 01252017 12517M Craig's Courthouse Cale 10.59
Check 0121I 1251707 Craig's Courthouse Cab 11.28
Check 01QBQ017 12617N OC Parking CNic Center 20.00
Check 01282017 12617M Central Justice Center 269.63
Check 01262017 1261709 Craig's CouMOuw Cale 25.67
Check 01272017 12717N OC Parking CNic Center 20.00
Check 0151a017 1311701 Central Justice Canter 222.51)
Check 01I312017 13117D2 Craig's CouMwse Cale 22.14
Check 02/012017 M117N OC Parking Civic Center 20.00
Check O2 017 W21702 Central Justice Caner 251189
Check 02N32017 2845 Robsrt J Danko 3,076.92
Check 02Po 017 2846 Robert J Danko 189.42
Check 02J0312017 W317W OC Parking CNic Center 12W
Check 021072017 2859 Robert J Danko 1,15 00
Check 02W74!017 Xlr1701 Central Justice Center 2W.89
Check O2J0812017 208/701 OC Parking Civic Center 20.00
Check 02/OBQ017 W817M Central Justice Center 501.78
Check 02N92017 M1703 OC Parking Civic Center 10.50
Check 02/OB2017 2091704 Central Justice Center 626.78
Check DVIOQO17 M91708 OC Parking CNic Center im
Check OV1712017 2892 Robert J Danko 3,076.92
Check O2 QO17 2897 Robert J Danko 1,154.00
Check 03/0212017 2816 %%can J Danko 3,076.92
Check 03/02Q017 2917 Robert J Danko 1,154.00
Check OW1612017 2974 Robert J Danko 4,230.77
Check 03282017 3021 Lew Cllces of Kateb A.Honey,P.C. Legal Expense 5,0DO.00
Check 03/W12017 3D28 RObart J Danko 4,230.77
Check 03/3012017 W29 Robert J Danko 239.65
Check mmt2o/7 W72 Robert J Danko 4,230.77
Check 042812017 3111 Patricia S BNlac Law Fkm,LLC 5,000.00
Check 04282017 3115 Robert J Danko 4,230.77
Gerwral Journal 05/012017 804 Wanu Water,Inc. Wanu Legal Caw 400,000.00
Check 05 62017 3159 Patricia S Be lac Law Flom,LLC 5,000.00
Check OS/122017 3177 Robert J Danko 4,230.77
Check 05282017 3226 Robert J Danko 2,3D7.69
Check 06/09/2017 3284 Robert J Danko 2,3D7.69
Check MIW017 mm Robert R.ReaMt S Co. 5.284.50
Cheek OB/162017 3288 Law Offices of Kelab A.Honey,P.C. 7.500.00
Check 08120/2017 M98 Patricia S Bali Law Finn,LLC 5,OW.W
Check 0823Q017 3314 Robert J Danko 2,307.69
Check 07M7Q017 11W0 Robert J Danko 2,307.69
Check 07/072017 WIN Patriote S BNlac Law Finn,LLC 5,000.00
Check 07/12Q017 7121701 OC Parking CNic Center 4118 8.01)
Check 07212017 3392 Robert J Danko 2.307.69
Check 07Q12017 3387 Law Offices of"lab A.Honey,P.C. 7,SW.W
Check 08/01Q017 M20 Patricia S BNlac Law Firm,LLC 5,OW.W
Check OSAMP2017 3428 Robert J Danko 2,307.69
Check OB/16QO17 M72 JAMS,Inc 2,10000
Check OWIW017 M81 Roben J Danko 2,307.69
Check 09/012017 3618 Robert J Danko 2,307.69
Check M112017 3522 Patricia S Bellac Law Firm,LLC 8,500.00
Check W15/2017 3564 Robert J Danko 2,307.69
Check OW15QO17 3W6 JAMS,Inc Invatce DOD4118636-200 300.00
Check N/15Q017 3567 Patrick,S Seltec Lew Firm,LLC 14.765.00
Check O9/18Q017 9181701 Lwslo 8 Associates LLD-COLTAF W W F 10.000.00
Check 09Q1/2017 3683 Paul Hachigian 1.401.00
Page t
2:37 M Aseptic Technology LLC
1127n7 Account QulckReport
Aee11W 9rh January 1 through November 27,2017
TT9a Deb Num Name Nano Amount
Check 09WI2047 3593 Ruben J Danko 2,307.59
Check 1&1312017 3555 Robed J Danko 2,207.59
Check 10/1512017 3551 Lew Omcee of Raab A.Honey,PC 13.276.11
Check 102712017 3710 Robes J Danko 2.307.69
Check 11/102017 3751 Robed J Danko 2,307.59
&II 11/1&A 17 1224217 Robed R.ReEwih A Co. 13,000.00
Check 11222017 11221702 Laszlo A Aeeodetes LLC-COLTAF W WF 10,000.00
Check 11242017 3792 Robes J Danko 2,307.69
Total Legal Expenses 599.215.67
TOTAL NUILU
pgp2
2:01 PM Aseptic Technology LLC
11mR0v Account QuickReport
M.1 eleb All Transactions
TYq D. Num Name l4mp NOxM
Lwn MceNYW N
C5MM017 3131 Mxnubc NO.
Pormr9a�ltl Pro CNL Hem&ant MnWY PaN I8.68341
CO.MNi OMMD17 11i2 Nueem PuxYC UIYY'e¢ Al21 72S.71
LMM O5gyR01] 11100 Rep..h Al . fgxgnmll payment IO.$13.23
CMrY 0542wo1] W61]U] T Wx¢onrvneh T nAN FCdll Man 51323
Bi OUt3R01) 3005P110 Toyab CommNWl Finns Tw Am F.M1 h*Peymenl iW61
Bi OMIR01) IWIB.19B1] Ta Ia CornmatiN F'aunm Toypb FMM MmNN Pgmonl 1.20,28
BE 08/31R01T Use86BB0] Tayob CanmNWlFYunce Teyde Ei,O,n ft mr,mnnnn 1.416.]B
CO. Ofi l01] W71 CrOleDI.Ca F1n00]EyyB pgm 1. 8A18.W
chid, 050]rz01T W]I)01 PAC ,Omfi Emalh Pcw Brent H.IN Pgmenl I,8]B]6
Chid 050M01T U72 PACOPembg LimNW PammmhP 313T8.09
Chid 0MIND17 3213 CmsneM ImbmNMG312 SJ.15205
Chid OBI15R01) U83=5 StANnnManift unieB UUMENN B]8]0 WDIONIG312)Ot6 381.00
CON1hl OLt&R01T M1 MCMM Pi ft InneA B010BAn*201830ELeMon 7.00188
oil N/X;201] 5381]01 PACOpenlihe Llil F. PeMenxP Te Ihi WJftM J1,24320
BE DIVIVUnW201) 4001"39 Toyola CNnMMW Finanm Tp W FlmW MonNry PeltW 1243.28
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Lhed 090B2011 M1 M.AC Cap"I Lmilen PeMmeMp EOaARvar Nnd9 N810.T0
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Chid IN16201] 3888 Cralenin 811MINDON, Papnenl 61,415M
Chid VW% 011 37M 0.L.,Fu6YC UMNM IM10M18Ws tA1553
Chid 1IM72017 Pb Oe ..Lenten Fnm®IServba,lnc. 25JJM
Chid 110)R01) 11O Dwred M AnmlEmaNi Epupmen Pm CN 8188786
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Chid 11074017 11011)Ot OxedG C T1 PexanBeM Pm CNC Pmw&Me 1,58T55
Chid 11NBRUIT 137UIM cu.PetlNC LammunkNlone T1 2A76AB
CMch 1111QR01] 11201]W Luslem LeekeM WY AILmh Rehey i]6A8
TOM Laen gNFNWe-N 6204I855
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Ppe 101
•T WOODRUFF,.spRADLIN&SMART
555 ANTON BOULEVARD, BUITC1200
C.sIA MNsA, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: December 13,2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on December 20, 2017 for the
purpose of conferring with its legal counsel regarding existing litigation to which the District is a
parry. The title of the case is Kiean Waters, Inc. v. Orange County Sanitation District, United
States District Court, Central District of California, Southern Division, Case No. 8:15-cv-00627.
The closed session will be held pursuant to the authority of California Government Code Section
54956.9(d)(1).
Respectfully submitted,
By
Bradle . Hogin, Qeneral Counsel
1284868.1
•T WOODRUFF,.spRADLIN&SMART
555 ANTON BOULEVARD, BUTTE 1200
COSTA MAsA, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: December 13,2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on December 20, 2017 for the
purpose of conferring with its legal counsel regarding existing litigation to which the District is a
parry. The title of the case is Klean Waters, Inc. v. Orange County Sanitation District, United
States District Court, Central District of California, Southern Division, Case No. 8:15-cv-01498.
The closed session will be held pursuant to the authority of California Government Code Section
54956.9(d)(1).
Respectfully submitted,
By
Bradle . Hogin, Qeneral Counsel
1284866.1
•T WoDDRDFF,.spRADLIN&SMART
555 ANTON BOULEVARD, BUTTE 1200
C09TA MAsA, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: December 13,2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on December 20,2017 for the
purpose of conferring with its legal counsel regarding existing litigation to which the District is a
parry. The title of the case is Wesley Bauer v. Orange County Sanitation District, Orange
County Superior Court, Central Justice Center, Court Case No. 30-2017-00956252. The closed
session will be held pursuant to the authority of California Government Code Section
54956.9(d)(1).
Respectfully submitted,
By &-�' e&
Bradley R.Hogin, general Counsel
1284871.1
•T WooDRUFF,.SFRADLIN&SMART
555 ANTON BOULEVARD, BUTTE 1200
C09TA MAsA, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: December 13,2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on December 20,2017 for the
purpose of conferring with its legal counsel regarding existing litigation to which the District is a
parry. The title of the case is APP Winddown, LLC et al. v. Orange County Sanitation District,
United States Bankruptcy Court District of Delaware, Case No. 16-12551, Adversary No. 17-
51609. The closed session will be held pursuant to the authority of California Government Code
Section 54956.9(d)(1).
Respectfully subbmmmiitted,
By ,
Bradle R.Hogin, eneral Counsel
1284863.1
WOODRUFF SPRADLW&SMART
♦ A P . . . . , . .
555 ANTON BOULEVARD, SUITE 1200
COSTA MESA, CA 92626-7670
(714)556-7000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: December 13,2017
RE: Closed Session Items
The Board of Directors will hold a closed session on December 20, 2017 for the purpose
of conferring with its negotiators regarding the purchase of real property. The negotiating parties
and properties are as follows: K&A Investments LP,APN Nos. 156-154-08 & 156-163-17;Valley
Business Park,APN Nos. 156-165-05, 156-165-06, 156-163-07; DK-USA LLC,APN No.156-165-
04; Fountain Valley Industrial Parcel 13, APN No.156-165-08; Sukut Real Properties LLC, APN
Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai,Nevon, APN No. 156-163-16;
The Ins Trust, APN No. 156-154-07; Fountain Valley Star LLC,APN No. 156-154-06; TN Sheet
Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-
Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties,
APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC,
APN No. 156-151-03. The District's negotiators are Jim Heiberg, Bob Ghirelli, Lorenzo Tyner,
Rob Thompson, Kathy Millea and Jeff Mohr, Tom Grant, Kevin Turner and John Gallivan,
Cushman and Wakefield. Said closed session will be held pursuant to authority of California
Government Code Section 54956.8.
Respectfully submitted,
By 4J
BradleY R. Hogin, Vieneral Counsel
1284875.1
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology
Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARS California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CIP Capital Improvement Program
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA US Environmental Protection Agency
FOG Fats, Oils, and Grease
gpd gallons per day
GWRS Groundwater Replenishment System
ICS Incident Command System
IERP Integrated Emergency Response Plan
LOS Level Of Service
MGD Million Gallons Per Day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O & M Operations & Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
OOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
PCSA Professional Consultant/Construction Services Agreement
PDSA Professional Design Services Agreement
POTW Publicly Owned Treatment Works
ppm parts per million
PSA Professional Services Agreement
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
Glossary of Terms and Abbreviations
SARFPA Santa Ana River Flood Protection Agency
SARI Santa Ana River Interceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAW PA Santa Ana Watershed Project Authority
SCADA Supervisory Control And Data Acquisition
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SRF Clean Water State Revolving Fund
SSMP Sewer System Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
W ERF Water Environment & Reuse Foundation
WIFIA Water Infrastructure Finance and Innovation Act
WIIN Water Infrastructure Improvements for the Nation Act
W RDA Water Resources Development Act
Activated sludge process — A secondary biological wastewater treatment process where
bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume
dissolved nutrients in the wastewater.
Benthos —The community of organisms, such as sea stars, worms, and shrimp, which live on,
in, or near the seabed, also known as the benthic zone.
Biochemical Oxygen Demand (BOD) — The amount of oxygen used when organic matter
undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of
organic matter in water.
Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a
digester tank that can be used as a fuel.
Biosolids—Biosolids are nutrient rich organic and highly treated solid materials produced by the
wastewater treatment process. This high-quality product can be recycled as a soil amendment on
farmland or further processed as an earth-like product for commercial and home gardens to
improve and maintain fertile soil and stimulate plant growth.
Glossary of Terms and Abbreviations
Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of
assets. Also includes treatment improvements, additional capacity, and projects for the support
facilities.
Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but
also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most
common bacteria in wastewater.
Collections system— In wastewater, it is the system of typically underground pipes that receive
and convey sanitary wastewater or storm water.
Certificate of Participation (COP)—A type of financing where an investor purchases a share of
the lease revenues of a program rather than the bond being secured by those revenues.
Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic
wastewater contaminants.
Dilution to Threshold (DIT) — The dilution at which the majority of people detect the odor
becomes the D/T for that air sample.
Greenhouse Gases (GHG) — In the order of relative abundance water vapor, carbon dioxide,
methane, nitrous oxide, and ozone gases that are considered the cause of global warming
("greenhouse effect').
Groundwater Replenishment System (GWRS) — A joint water reclamation project that
proactively responds to Southern California's current and future water needs. This joint project
between the Orange County Water District and the Orange County Sanitation District provides 70
million gallons per day of drinking quality water to replenish the local groundwater supply.
Levels Of Service (LOS) — Goals to support environmental and public expectations for
performance.
N-Nitrosodimethylamine (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has
been found in the Groundwater Replenishment System process and is eliminated using hydrogen
peroxide with extra ultra-violet treatment.
National Biosolids Partnership (NBP)—An alliance of the National Association of Clean Water
Agencies and Water Environment Federation, with advisory support from the US Environmental
Protection Agency. NBP is committed to developing and advancing environmentally sound and
sustainable biosolids management practices that go beyond regulatory compliance and promote
public participation to enhance the credibility of local agency biosolids programs and improved
communications that lead to public acceptance.
Plume — A visible or measurable concentration of discharge from a stationary source or fixed
facility.
Glossary of Terms and Abbreviations
Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant.
Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million
gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean
for disposal, after treatment.
Sanitary sewer—Separate sewer systems specifically for the carrying of domestic and industrial
wastewater. Combined sewers carry both wastewater and urban runoff.
South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that
develops plans and regulations designed to achieve public health standards by reducing
emissions from business and industry.
Secondary treatment — Biological wastewater treatment, particularly the activated sludge
process, where bacteria and other microorganisms consume dissolved nutrients in wastewater.
Sludge—Untreated solid material created by the treatment of wastewater.
Total Suspended Solids (TSS)—The amount of solids floating and in suspension in wastewater.
Trickling filter — A biological secondary treatment process in which bacteria and other
microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in
wastewater as it trickles over them.
Urban runoff—Water from city streets and domestic properties that carry pollutants into the storm
drains, rivers, lakes, and oceans.
Wastewater—Any water that enters the sanitary sewer.
Watershed—A land area from which water drains to a particular water body. The Orange County
Sanitation District's service area is in the Santa Ana River Watershed.