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05-25-2011 Board Agenda Packet
oJN�V SANITgr°N Wednesday, May 25, 2011 Orange County Sanitation District 9 6:30 P.M. Regular Meeting of the Board Room Board of Directors 4 10844 Ellis Avenue Fountain Valley, CA 92708 THE EN��Qo (714) 593-7124 AGENDA INVOCATION AND PLEDGE OF ALLEGIANCE: (Joe Carchio — Huntington Beach) DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. ELECTIONS: 1. A. Open nominations for Chair of the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). B. Open nominations for Vice Chair of the Board of Directors (Election to be held at the regular June Board Meeting, unless only one candidate is nominated). CLAIMS: 2. Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 04/15/11 04/30/11 Totals $10,951,433.05 $43,152,485.78 DIRECTORS: Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party to a contract involving OCSD. This requires that you identify the contributor by name. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with OCSD. For the specifics of Government Code Section 84308, please see your Director's Handbook or call the office of General Counsel. 05/25/11 OCSD Board of Directors'Agenda Page 1 of 6 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 3. Approve minutes for the Regular Meeting held on April 20, 2011. 4. Adopt Resolution No. OCSD 11-05, Adopting a Conflict of Interest Code Which Supersedes All Prior Conflict of Interest Codes and Amendments Previously Adopted. 5. Approve a three-year Memorandum of Understanding with California State University, Fullerton Auxiliary Services Corporation for Continued Operation of the Center for Demographic Research, for the period July 1, 2011 through June 30, 2014, for a total amount not to exceed $235,642. 6. A. Approve a Reimbursement Agreement with the City of Irvine for the construction of a portion of the Orange County Sanitation District's Gisler- Redhill System Improvements, Reach B, Contract No. 7-37 for an amount not to exceed $150,000 to be paid to the City of Irvine; in a form approved by General Counsel; B. Approve a Reimbursement Agreement with the City of Tustin for the construction of a portion of the Orange County Sanitation District's Gisler- Redhill System Improvements, Reach B, Contract No. 7-37 for an amount not to exceed $225,000 to be paid to the City of Tustin; in a form approved by General Counsel; and, C. Approve a Reimbursement Agreement with the City of Tustin, for conducting sewer repairs for the Newport Avenue/SR55 Northbound Ramp Reconfiguration Project, for the amount not to exceed $55,000 to be paid to the Orange County Sanitation District, in a form approved by General Counsel. STEERING COMMITTEE: 7. Approve minutes of the April 20, 2011, Steering Committee meeting. OPERATIONS COMMITTEE: 8. Approve minutes of the May 4, 2011, Operations Committee meeting. 9. Authorize the General Manager to issue Amendment No. 1 to Task Order 07-00-13-01 to Professional Services Agreement with Tran Consulting Engineers, Inc., providing additional design services for P2 Power Building A, B, D & CenGen HVAC Addition, Project No. FE07-32, for an additional amount of $44,401.28, increasing the total amount not to exceed $66,612.20. 05/25/11 OCSD Board of Directors'Agenda Page 2 of 6 OPERATIONS COMMITTEE: (Cont'd) 10. A. Approve Amendment No. 2 to the Professional Design Services Agreement with Black and Veatch providing additional design services for Outfall Land Section and Ocean Outfall Booster Pump Station (OOBS) Piping Rehabilitation, Project No. J-112, for an additional amount of $2,073,316, increasing the total amount not to exceed $3,365,130; and, B. Approve a contingency of $207,332 for a total contingency of $334,513 (9.94%). 11. A. Approve Amendment No. 11 to the Professional Services Agreement with Integrated Program Management Consultants, a joint venture of Parsons Water and Infrastructure, Inc. and CH2M Hill, Inc., authorizing: B. Establishing an amount not to exceed $8,400,000 for year ten (Fiscal Year 2011-12) of the ten-year agreement; and, C. Reducing the amount of the ten-year agreement by $1 ,357,838 for a total amount not to exceed $121,367,140. 12. A. Award a contract to US Peroxide, Inc. for the purchase of Hydrogen Peroxide, Specification No. C-2011-480, for the period July 1 , 2011 through June 30, 2012 for a unit price of $1.750 per gallon delivered, plus applicable sales tax for a total annual amount not to exceed $1,615,000 with four one-year renewal options; and B. Approve a unit price contingency of 10%. ADMINISTRATION COMMITTEE: 13. Approve minutes of the May 11, 2011, Administration Committee meeting. NON-CONSENT CALENDAR: 14. A. Consider, receive, and file Addendum No. 5 to the Orange County Water District (OCWD) Final Program EIR/EIS Groundwater Replenishment System (GWRS), Modified Phase II Expansion Project, also known and herein referenced as the GWRS Initial Expansion Project; B. Adopt Resolution No. OCSD 11-06, Adopting Findings with Respect to the California Environmental Quality Act in Consideration of the GWRS Final Program EIR/EIS (FEIR) as Augmented by Addendum No. 5 to the FEIR and Related Actions; 05/25/11 OCSD Board of Directors'Agenda Page 3 of 6 C. Approve Reimbursement Agreement with OCWD entitled "Reimbursement Agreement Between The Orange County Water District and The Orange County Sanitation District For Construction of Portions of GWRS Initial Expansion Under The Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102," in a form approved by General Counsel, for an estimated amount not to exceed $100,000, to be reimbursed to the Sanitation District; D. Authorize the General Manager to ratify a change order to the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102, to construct portions of the GWRS Initial Expansion Project for an amount not to exceed $100,000; and, E. Approve a Storage Tanks Lease and License Agreement By and Between the Sanitation District and OCWD, for installation of two 7.5 million gallon storage tanks on Sanitation District's Plant No. 1 site for $1 per year. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Convene in closed session, if necessary (1) CONFERENCE WITH LEGAL COUNSEL RE. EXISTING LITIGATION (Subdivision (a) of Section 54956.9) • Case: Natural Resources Defense Council v. South Coast Air Quality Management District (Orange County Sanitation District Intervenor), United States Court of Appeals for the Ninth Circuit, Case No. 09-57064 (2) CONFER WITH DISTRICT NEGOTIATORS (Government Code Section 54954.5(f)) • Agency Designated Representatives: James D. Ruth, General Manager; Robert Ghirelli, Assistant General Manager; Jim Herberg, Assistant General Manager, Jeff Reed, Director of Human Resources; and, Richard Spencer, Human Resources Supervisor. • Employee Organizations: International Union of Operating Engineers, Local 501 and Orange County Employees Association (OCEA) 05/25/11 OCSD Board of Directors'Agenda Page 4 of 6 Reconvene in regular session and consider action, if any, on matters discussed in closed session. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the Board meeting until the next regular Meeting on June 22, 2011, at 6:30 p.m. 05/25/11 OCSD Board of Directors'Agenda Page 5 of 6 Accommodations for the Disabled: The Board of Directors Meeting Room is 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) 593-7124 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all, or a majority of the Board of Directors, are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Regular Meeting of the Board of Directors, items must be submitted to the Clerk of the Board 14 days before the meeting. Lilia Kovac Associate Clerk of the Board (714)593-7124 Ikovac(a)ocsd.com 05/25/11 OCSD Board of Directors'Agenda Page 6 of 6 BOARD OF DIRECTORS Meeting Date To Ed. of Dir. 05/25/11 AGENDA REPORT Item Number Item Number 1 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Lilia Kovac, Associate Clerk of the Board SUBJECT: NOMINATIONS FOR CHAIR AND VICE CHAIR OF BOARD OF DIRECTORS GENERAL MANAGER'S RECOMMENDATION a) Open nominations for Chair of the Board of Directors (Election to be held at the regular June Board Meeting unless only one candidate is nominated). b) Open nominations for Vice Chair of the Board of Directors (Election to be held at the regular June Board Meeting unless only one candidate is nominated). SUMMARY As provided in the Board's Rules of Procedures, nominations for the Chair and Vice Chair are made at the regular May meeting, and the election will take place at the June meeting. The following is an excerpt from the current Rules of Procedures relative to the election of the Chair and Vice Chair for the Board of Directors of Orange County Sanitation District: "G. Chairperson and Vice Chairperson of the Board. A Chairperson and Vice Chairperson of the Board shall be elected by a majority vote of Directors at the regular meeting in June of each year, and will assume office July 1st. The nominations for Chairperson and Vice Chairperson shall be made at the regular Board meeting in May of each year. Any person nominated for Chairperson shall be deemed to be nominated for Vice Chairperson in the event the person is not elected as Chairperson. Thereafter, the nominees shall prepare a statement setting forth their qualifications for the office sought. The statements shall be mailed to members of the Board of Directors with the Agenda and other meeting material for the June regular meeting. If only one individual is nominated for Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Chairperson, no election shall be held in June, and the individual shall assume office July 1st. 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 1st 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 Page 1 of 2 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. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A ATTACHMENTS N/A Page 2 of 2 BOARD OF DIRECTORS Meeting Date To Bd. of Dir. 05/25/11 AGENDA REPORT Item Number Item Number 2 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PAYMENT OF CLAIMS OF THE ORANGE COUNTY SANITATION DISTRICT GENERAL MANAGER'S RECOMMENDATION Ratify Payment of Claims of the Sanitation District by Roll Call Vote. CONFLICT OF INTEREST NOTIFICATION Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party to a contract involving the Orange County Sanitation District. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with the Sanitation District. In general, you must disclose the basis of the conflict by identifying the name of the firm or individual who was the contributor. For the specifics of Government Code Section 84308, please see your Director's Handbook or call the office of General Counsel. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION See attached listing. ATTACHMENTS 1. Copies of Claims Paid reports from 04/01/11 — 04/15/11 and 04/16/11 — 04/30/11 Page 1 of 1 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description Accounts Payable Warrants A W Chesterton 38646 2,480.98 Repair&Maintenance Services and/or Supplies Abel Pumps LP 38649 919.40 Repair&Maintenance Services and/or Supplies Accounting Options, Inc. 38653 580.00 Meeting Registration -Division 610 Accurate Measurement Systems 38650 1,300.35 Repair&Maintenance Services and/or Supplies A-Check America, Inc. 38647 103.75 Human Resources Services ADS LLC 38434 8,538.00 Professional Services/Engineering Design Services ADTECH 38651 1,092.00 Repair&Maintenance Services and/or Supplies Advanced Cooling Technologies 38435 540.00 Repair&Maintenance Services and/or Supplies AECOM Technical Services, Inc. 38627 140,713.42 Professional Services/Engineering Design Services Aerotek 38436 1,920.00 Professional Services/Temporary Services Agilent Technologies, Inc. 38437 2,295.37 Laboratory Services &Supplies Ago IndustriesDBA So-Cal Sweeping 38438 980.00 Street Sweeping Services Ago IndustriesDBA So-Cal Sweeping 38652 490.00 Street Sweeping Services AIR LIQUIDE AMERICA SPECIALTY GASES 38654 54.25 Laboratory Services &Supplies Air Products &Chemicals, Inc. 38417 27,411.76 Chemicals, Water/Wastewater Treatment Airgas Safety, Inc. 38439 10,915.86 Safety, Security, Health Equipment, Supplies, and Services Airgas Safety, Inc. 38655 7,998.82 Safety, Security, Health Equipment, Supplies, and Services Airgas West 38440 1,307.80 Repair&Maintenance Services and/or Supplies Airgas West 38656 781.95 Repair&Maintenance Services and/or Supplies Alan's Lawn &Garden Center, Inc. 38441 366.86 Repair&Maintenance Services and/or Supplies Alexico, Inc. 38648 1,487.57 Reconciliation User Fee Refund Program Alhambra Foundry Co., Ltd. 38442 15,479.48 Repair&Maintenance Services and/or Supplies Alhambra Foundry Co., Ltd. 38657 8,769.60 Repair&Maintenance Services and/or Supplies All American Asphalt 38628 42,350.00 Repair&Maintenance Services and/or Supplies Allied Electronics, Inc. 38658 85.77 Electrical/Electronic Equipment, Parts &Repairs Allied Packing &Rubber, Inc. 38659 303.63 Repair&Maintenance Services and/or Supplies Allstate Insurance Company 38443 1,943.15 Claim Settlement Alta-Robbins, Inc. 38444 170.56 Electrical/Electronic Equipment, Parts&Repairs Amazing Tents & Events 38445 260.35 GWRS/OCSD Joint Event-Canopy American Express TVL Related Svcs Co., Inc. 38660 3,275.50 Purchasing Card Program for Miscellaneous Travel Expenses Amtech Elevator Services 38446 1,070.00 Miscellaneous Services Analysts, Inc. 38661 1,772.58 Repair&Maintenance Services and/or Supplies AppleOne Employment Service 38447 368.78 Professional Services/Temporary Services Applied Industrial Technology 38448 25.94 Repair&Maintenance Services and/or Supplies APWA Southern California Chapter 38449 145.00 Professional Organizations Meeting/Training/Membership Aquatic Biosystems, Inc. 38450 332.00 Laboratory Services &Supplies ARS Enterprises, Inc. 38662 826.45 Laboratory Services &Supplies Ashbrook Simon Hartley Operations, L.P. 38451 2,730.28 Repair&Maintenance Services and/or Supplies Ashbrook Simon Hartley Operations, L.P. 38663 14,367.83 Repair&Maintenance Services and/or Supplies AT&T Mobility ll, L.L.C. 38453 8,952.38 Telecommunications AT&T Mobility II, L.L.C. 38664 149.97 Telecommunications AT&T Universal Biller 38452 3,261.33 Telecommunications Atlas Underground, Inc. 38665 24,800.03 Repair&Maintenance Services and/or Supplies ATM AA, Inc. 38454 460.00 Lab Services Awards &Trophies Company 38666 886.32 Awards and Framing Services AWWA 38667 95.00 Professional Organizations Meeting/Training/Membership Barco Products Company 38668 1,834.65 Safety, Security, Health Equipment, Supplies, and Services Battery Systems, Inc. 38669 3,924.14 Repair&Maintenance Services and/or Supplies EXHIBIT A fin/210/cs Page 1 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description Baudville 38670 86.85 Office Supplies BenchPro, Inc. 38455 1,078.44 Furniture/Fixtures Black &Veatch Corporation 38418 133,983.24 Professional Services/Engineering Design Services Blue Cross of California 38419 588,465.21 Employee Benefits Bondlogistix L.L.C. 38456 2,250.00 Professional Financial Services Bondlogistix L.L.C. 38457 2,250.00 Professional Financial Services Bondlogistix L.L.C. 38458 2,250.00 Professional Financial Services Brithinee Electric 38629 30,679.51 Electrical/Electronic Equipment, Parts &Repairs Brooks Instrument Div. Emerson Electric 38671 1,000.92 Instrument Parts &Supplies Brown &Caldwell 38420 93,687.08 Professional Services/Engineering Design Services Buchalter Nemer 38459 385.00 Professional Legal Services California Dept. of Child Support 38461 1,919.51 Judgments Payable California Recreation Company 38672 2,971.89 Boat Slip Rental -Nerissa Ocean Monitoring Vessel CALPELRA 38462 54.00 Professional Organizations, and Meeting/Training Registration Caltrol, Inc. 38463 3,719.98 Electrical/Electronic Equipment, Parts &Repairs Cameron Welding Supply 38464 12.25 Repair&Maintenance Services and/or Supplies Carollo Engineers 38630 94,447.19 Professional Services/Engineering Design Services CDW Government, Inc. 38466 1,649.48 Computers, Software/Hardware Charles P. Crowley Co. 38467 3,723.26 Repair&Maintenance Services and/or Supplies City of Fullerton 38501 46.29 Water Use City of Garden Grove 38673 288.55 Water Use City of Huntington Beach 38518 10,440.58 Water Use City of Huntington Beach 38702 85.17 Water Use Colligo Networks, Inc. 38468 9,000.00 Computer Applications &Services Compressor Components of California 38469 2,686.13 Repair&Maintenance Services and/or Supplies Compsych Corporation 38674 2,751.84 Employee Benefits Condition Monitoring Solutions 38470 1,822.14 Electrical/Electronic Equipment, Parts&Repairs Connell Chevrolet\GEO 38675 244.57 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Consumers Pipe&Supply Co. 38471 2,589.81 Repair&Maintenance Services and/or Supplies Consumers Pipe&Supply Co. 38676 27.82 Repair&Maintenance Services and/or Supplies Controlled Motion Solutions 38472 1,389.31 Repair&Maintenance Services and/or Supplies CORNER BAKERY CAFE (CBC) 38465 161.49 Meeting Expenses Corporate Image Maintenance, Inc. 38421 35,995.00 Janitor&Household Service &Supplies CORRPRO Companies, Inc. 38631 41,024.00 Professional Services/Temporary Services Cortech Engineering 38473 3,442.31 Repair&Maintenance Services and/or Supplies Cotton Point Design, Inc. dba Power Design 38474 3,839.37 Electrical/Electronic Equipment, Parts &Repairs County of Orange Auditor Controller 38475 675.00 Governmental Agency Fees &Charges County of Orange Auditor Controller 38677 855.00 Governmental Agency Fees &Charges Court Order 38532 2,179.38 Judgments Payable Court Order 38537 150.00 Judgments Payable Court Order 38545 225.00 Judgments Payable Court Order 38575 108.00 Judgments Payable Court Order 38621 912.50 Judgments Payable Coventry II DDR Buena Park, L.L.C. 38460 3,246.56 Reconciliation User Fee Refund Program CSC Parts Sales/Johnson Controls 38531 624.22 Repair&Maintenance Services and/or Supplies CSI Services, Inc. 38678 20,219.50 Professional Services Cummins Allison Corp. 38476 400.79 Computer Hardware &Software Curley Wholesale Electric, Inc. 38477 2,181.81 Electrical/Electronic Equipment, Parts&Repairs CWEA Annual Conference 38478 300.00 Professional Organizations Meeting/Training/Membership EXHIBIT A fin/210/cs Page 2 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description CWEA Membership 38479 264.00 Professional Organizations Meeting/Training/Membership CWEA Membership 38679 132.00 Professional Organizations Meeting/Training/Membership David Wheeler Pest Control, Inc. 38480 1,970.00 Pest Control Services David Wheeler Pest Control, Inc. 38680 2,072.00 Pest Control Services David's Tree Service 38481 1,570.00 Groundskeeping Delta Q, Inc. 38482 1,008.16 Repair&Maintenance Services and/or Supplies Desert Pumps &Parts, Inc. 38483 4,611.41 Repair&Maintenance Services and/or Supplies DLT&V Systems Engineering, Inc. 38681 212.46 Computer Applications &Services DIME, Inc. 38484 15.19 Repair&Maintenance Services and/or Supplies DMJ Consulting Group, Inc. 38485 5,275.00 Miscellaneous Services Donna's Radius Maps 38682 450.00 Office Supplies Drake Controls -West, L.L.C. 38486 4,075.33 Electrical/Electronic Equipment, Parts&Repairs Duc M. Pham 38792 227.65 Meeting/Training Expense Reimbursement Dunn-Edwards Corporation 38683 450.51 Facilities, Maintenance, Services &Supplies Electrabond 38684 2,147.81 Repair&Maintenance Services and/or Supplies Emerson Process Management, L.L.P. 38487 357.95 Repair&Maintenance Services and/or Supplies Employee Benefits Specialists, Inc. 38488 12,801.32 Reimbursed Prepaid Employee Medical &Dependent Care Employee Benefits Specialists, Inc. 38685 240.00 Reimbursed Prepaid Employee Medical &Dependent Care Enchanter, Inc. 38489 1,520.00 Vessel Services -Monitoring Vessel Nerissa Enertech Environmental 38632 587,544.62 Biosolids Management Engineering Remediation Resources Group 38622 14,656.86 Construction Environmental Express, Inc. 38490 1,031.17 Laboratory Services &Supplies Environmental Resource Associates 38686 1,500.79 Laboratory Services &Supplies Environmental Water Solutions, Inc. 38491 5,391.25 Repair&Maintenance Services and/or Supplies Eparchy of Our Lady of Lebanon 38687 10,079.30 Reconciliation User Fee Refund Program Ernest S. Ruckman 38793 549.93 Meeting/Training Expense Reimbursement Expertune 38492 1,905.00 Professional Services Fedex Corporation 38493 117.59 Freight Services Fedex Corporation 38689 36.13 Freight Services Ferguson Waterworks 38494 774.56 Repair&Maintenance Services and/or Supplies Fisher Scientific 38495 3,686.31 Laboratory Services &Supplies Fisher Scientific 38691 3,879.84 Laboratory Services &Supplies Fleetmatics USA, Inc. 38496 152.08 Professional Services -Human Resources Fleming Environmental, Inc. 38692 13,975.00 Repair&Maintenance Services and/or Supplies Flo Systems, Inc. 38497 1,600.81 Repair&Maintenance Services and/or Supplies Fountain Valley AAA Auto Spa 38693 811.67 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Fountain Valley Paints, Inc. 38498 1,203.49 Facilities, Maintenance, Services &Supplies Fox Scientific Inc 38694 97.25 Laboratory Services &Supplies Franchise Tax Board 38499 1,549.93 Judgments Payable Funline Inc 38688 4,327.98 Connection Fee Refund Gates Fiberglass Installers 38502 4,970.00 Repair&Maintenance Services and/or Supplies General Petroleum 38503 6,105.74 Fuel and Lubricants Glandstein Neandross &Associates, L.L.C. 38695 400.00 Professional Organizations Meeting/Training/Membership Golden West Machine, Inc. 38504 3,099.38 Repair&Maintenance Services and/or Supplies Golden West Machine, Inc. 38696 3,534.38 Repair&Maintenance Services and/or Supplies Golden West Window Service 38505 1,375.00 Facilities, Maintenance, Services &Supplies Golden West Window Service 38697 762.00 Facilities, Maintenance, Services &Supplies Grainger, Inc. 38506 392.41 Repair&Maintenance Services and/or Supplies Grainger, Inc. 38698 751.54 Repair&Maintenance Services and/or Supplies EXHIBIT A fin/210/cs Page 3 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description Graybar Electric Company 38507 36.87 Electrical/Electronic Equipment, Parts&Repairs Haaker Equipment Company 387 412,306.05 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Hach Company 38509 1,107.69 Laboratory Services &Supplies Harrington Industrial Plastics, Inc. 38510 568.82 Repair&Maintenance Services and/or Supplies HD Supply 38511 2,305.50 Mechanical Parts&Supplies Health Science Associates 38512 1,650.00 Safety, Security, Health Equipment, Supplies, and Services Hewlett Packard Company 38513 7,143.25 Computers, Software/Hardware Hi Standard Automotive, L.L.C. 38514 108.28 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Hills Boat Service, Inc. 38515 936.51 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Home Depot 38516 734.65 Miscellaneous Parts and Supplies Home Depot 38700 1,539.69 Miscellaneous Parts and Supplies Hope Health/IHAC 38701 562.89 Benefits Hub Auto Supply 38517 870.34 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Hyatt Legal Plans, Inc. 38703 1,188.00 Voluntary Employee Benefit Program IEEE Institute of Electrical &Electron 38519 950.00 Professional Organizations Meeting/Training/Membership Indiana Child Support Bureau 38520 290.00 Judgments Payable Industrial Electric Machinery LLC 38521 2,070.37 Repair&Maintenance Services and/or Supplies Inflection Point Solutions 38522 500.00 Laboratory Services &Supplies Innovation Products, Inc. 38523 3,390.00 Professional Organizations Meeting/Training/Membership Inorganic Ventures, Inc. 38524 84.59 Laboratory Services &Supplies Intercare Holdings Insurance Svcs., Inc. 38704 4,116.67 Workers' Compensation Service International Institutel of Bus. Anaylsis 38525 95.00 Professional Organizations Meeting/Training/Membership Intl. Union of Oper. Eng.AFL CIO Local 501 38526 4,972.24 Dues Deductions Intratek Computer, Inc. 38527 1,913.89 Network/Server/Printer Maintenance Services IRWA Chapter 67 38528 75.00 Professional Organizations Meeting/Training/Membership ISA 38705 186.00 Professional Organizations Meeting/Training/Membership J R Filanc Construction 38633 112,706.85 Construction J. F.Shea Construction, Inc. 38639 513,059.41 Construction Jamison Engineering Contractors, Inc. 38433 98,810.00 Professional Services/Construction Support Services Jamison Engineering Contractors, Inc. 38529 5,053.50 Professional Services/Construction Support Services Jamison Engineering Contractors, Inc. 38706 7,016.36 Professional Services/Construction Support Services JCI Jones Chemicals, Inc. 384 60,432.68 Chemicals, Water/Wastewater Treatment JCI Jones Chemicals, Inc. 388 66,286.55 Chemicals, Water/Wastewater Treatment John Lisee Pumps, Inc. 38530 4,517.48 Repair&Maintenance Services and/or Supplies Kaiser Foundation Health Plan 38422 118,949.36 Employee Benefits Kanawha Insurance Company 38707 1,642.18 Voluntary Benefits -SSTD Insurance Kelly Paper 38533 72.51 Office Supplies Kemira Water Solutions 385 98,233.95 Chemicals, Water/Wastewater Treatment Kemira Water Solutions 389 57,233.35 Chemicals, Water/Wastewater Treatment L.Johnson Painting 38534 1,675.00 Facilities, Maintenance, Services &Supplies L.Johnson Painting 38708 4,490.00 Facilities, Maintenance, Services &Supplies Law Offices of Dinh Tran, APLC 38535 12,000.00 Claim Settlement Liebert Cassidy 38536 5,886.05 Professional Services/Employee Relations Mainline Information Systems 38709 676.00 Computer Applications &Services Malcolm Pirnie, Inc. 38423 123,778.02 Professional Services/Engineering Design Services Malcolm Pirnie, Inc. 38634 164,601.53 Professional Services/Engineering Design Services Marvac Electronics 38538 16.07 Electrical/Electronic Equipment, Parts&Repairs Maxim Security Systems 38539 897.50 Safety, Security, Health Equipment, Supplies, and Services McLean Thermal 38540 3,220.59 Repair&Maintenance Services and/or Supplies EXHIBIT A fin/210/cs Page 4 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description McMaster-Carr Supply Co. 38541 789.80 Repair&Maintenance Services and/or Supplies McMaster-Carr Supply Co. 38710 651.88 Repair&Maintenance Services and/or Supplies Measurement Control Systems, Inc. 38542 695.83 Repair&Maintenance Services and Supplies Mid-West Associates, Inc. 38543 30.54 Repair&Maintenance Services and/or Supplies Mid-West Associates, Inc. 38712 8,288.09 Repair&Maintenance Services and/or Supplies Mine Safety Appliance 38544 13,778.42 Electrical/Electronic Equipment, Parts&Repairs Mine Safety Appliance 38713 2,637.06 Electrical/Electronic Equipment, Parts&Repairs MJL Consulting 38424 40,575.57 Professional Services/Annual Contract Painting MSC Industrial Supply Co. 38546 355.77 Repair&Maintenance Services and/or Supplies MTM Recognition Corporation 38547 582.19 Service Awards Neal Supply Co. 38548 4,067.27 Repair&Maintenance Services and/or Supplies Neutron Products, Inc. 38549 2,950.61 Chemicals, Water/Wastewater Treatment Neutron Products, Inc. 38714 8,781.35 Chemicals, Water/Wastewater Treatment Nextteq, L.L.C. 38715 588.03 Pumps Nexus Is, Inc. 38425 42,474.43 Electrical/Electronic Equipment &Parts - IT Niagra Plumbing 38716 95.29 Repair&Maintenance Services and/or Supplies Nickell Metal Spray 38550 7,790.00 Repair&Maintenance Services and/or Supplies Nintex USA 38551 1,925.00 Computer Applications &Services Norco Delivery 38717 465.29 Delivery Services NRG Engine Services, L.L.C. 38426 87,207.29 Repair&Maintenance Services and/or Supplies NRG Engine Services, L.L.C. 38718 12,982.41 Repair&Maintenance Services and/or Supplies OCEA 38552 692.25 Dues Deductible Office Depot 38553 38.57 Office Supplies Office Depot 38719 11,244.58 Office Supplies Olin Corporation 38720 7,640.38 Chemicals, Water/Wastewater Treatment Omega Industrial Supply, Inc. 38721 3,625.87 Janitor&Household Service&Supplies OneSource Distributors, Inc. 38554 5,683.66 Electrical/Electronic Equipment, Parts&Repairs OneSource Distributors, Inc. 38722 2,630.22 Electrical/Electronic Equipment, Parts&Repairs Oracle America Inc. 38555 20,466.82 Software Maintenance Agreement Orange County Sanitation District 38626 1,203.15 Petty Cash Expense Orange County Sheriff 38556 596.46 Judgments Payable Orange County United Way 38557 40.00 Employee Contributions ORE Offshore 38558 737.96 Laboratory Services &Supplies Oxygen Service Company 38559 528.04 Laboratory Services &Supplies Oxygen Service Company 38724 1,458.20 Laboratory Services &Supplies Pacific Mechanical Supply 38725 889.42 Repair&Maintenance Services and/or Supplies Parker Supply Company 38560 2,577.38 Miscellaneous Parts and Supplies Parker Supply Company 38726 222.33 Miscellaneous Parts and Supplies Parkhouse Tire, Inc. 38727 841.48 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Parkhouse Tire, Inc. 38727 830.40 Autos, Trucks &Marine Equipment, Parts, Accessories &Services PARMA 38561 100.00 Professional Organizations Meeting/Training/Membership PBS&J 38728 15,140.53 Professional Services/Engineering Design Services Peace Officers Council of CA 38562 2,288.50 Dues Deductions, Supervisors &Professionals Performance Pipeline Technologies 38563 4,250.00 Professional Services/CCTV Inspection/Sewerline Cleaning Performance Pipeline Technologies 38729 22,921.36 Professional Services/CCTV Inspection/Sewerline Cleaning Perkinelmer Labs 38564 259.45 Laboratory Services &Supplies Phipps &Bird 38565 89.62 Electrical Parts &Supplies PL Hawn Company, Inc. 38730 993.37 Repair&Maintenance Services and/or Supplies Polydyne, Inc. 386 27,643.02 Chemicals, Water/Wastewater Treatment EXHIBIT A fin/210/cs Page 5 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description Polydyne, Inc. 390 26,871.62 Chemicals, Water/Wastewater Treatment Ponton Industries, Inc. 38566 109.48 Laboratory Services &Supplies Praxair Distribution, Inc. 38567 134.17 Laboratory Services &Supplies Precon Products 38568 1,587.75 Repair&Maintenance Services and/or Supplies Preferred Benefit Insurance Administrators, Inc. 38427 78,164.70 Employee Benefits Primary Source Office Furnishings, Inc. 38731 701.44 Minor Equipment/Furniture & Fixtures Primrose Ice Co., Inc. 38569 105.00 Water&Ice Services Procare Work Injury Center 38570 110.00 Medical Services Project Management Institute 38732 1,000.00 Professional Organizations Meeting/Training/Membership Projectline Technical Services, Inc. 38733 2,174.00 Professional Services/Engineering Design Services Prudential Insurance Company of America 38635 41,460.62 Benefits Prudential Overall Supply 38571 1,680.52 Uniforms Prudential Overall Supply 38734 1,620.21 Uniforms Pryor Seminars/Career Track 38500 25.00 Professional Organizations Meeting/Training/Membership PSOMAS 38572 8,800.00 Computer Applications &Services Pumping Solutions, Inc. 38735 606.98 Repair&Maintenance Services and/or Supplies PVF Sales, Inc. 38573 173.84 Plumbing Parts&Supplies Q Air-Calif. Div. Pump Engineering 38736 1,341.71 Repair&Maintenance Services and Supplies Quinn Power Systems 38574 109.57 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Rainbow Disposal Co. 38737 3,881.72 Waste Disposal RBF Consulting 38576 4,434.50 Professional Services/Engineering Design Services Reliastar 38738 4,113.30 Voluntary Employee Life&Cancer Insurance Robert Half International, Inc. 38577 2,338.50 Computer Applications &Services Robert Half International, Inc. 38739 2,182.60 Computer Applications &Services Roberto's Auto Trim Shop 38578 1,760.83 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Roken Industries Inc 38740 224.97 Repair&Maintenance Services and/or Supplies Rosen S Electrical 38741 3,882.38 Repair&Maintenance Services and/or Supplies Roto Rooter NOC#11 38579 195.00 Repair&Maintenance Services and/or Supplies Royale Cleaners 38580 85.20 Miscellaneous Services Royale Cleaners 38742 55.80 Miscellaneous Services RPM Electric Motors 38581 1,164.38 Repair&Maintenance Services and/or Supplies RSA Soil Products 38582 2,270.63 Miscellaneous Parts and Supplies Russell Sigler, Inc. dba Sigler Wholesale 38583 2,170.65 Electrical/Electronic Equipment, Parts &Repairs Sachs Electric Company 38623 24,540.04 Professional Services/Central Generation Automation Safeworker.com 38743 476.45 Safety, Security, Health Equipment, Supplies, and Services San Diego/Orange Fluid System Technologies, 38584 1,069.34 Repair&Maintenance Services and/or Supplies San Diego/Orange Fluid System Technologies, 38744 3,874.97 Repair&Maintenance Services and/or Supplies Sancon Engineering, Inc. 38745 18,520.00 Repair&Maintenance Services and/or Supplies SARBS-CWEA 38746 50.00 Professional Organizations Meeting/Training/Membership SAWPA (Santa Ana Water Protection Agency) 38747 871.80 Governmental Agency Fees &Charges Sea Coast Designs, Inc. 38749 580.87 Furniture Sewer Equipment Company of America 38585 126.86 Repair&Maintenance Services and/or Supplies Shamrock Supply Co., Inc. 38586 616.96 Repair&Maintenance Services and/or Supplies Shamrock Supply Co., Inc. 38750 1,775.40 Repair&Maintenance Services and/or Supplies Shepard Brothers, Inc. 38751 2,573.90 Chemicals, Water/Wastewater Treatment Shureluck Sales &Engineering 38752 3,273.55 Repair&Maintenance Services and/or Supplies Siemens c/o Jensen Instrument Co. 38587 2,001.69 Electrical/Electronic Equipment, Parts&Repairs Siemens c/o Jensen Instrument Co. 38753 403.58 Electrical/Electronic Equipment, Parts &Repairs Sigma-Aldrich, Inc. 38588 4,327.51 Laboratory Services &Supplies EXHIBIT A fin/210/cs Page 6 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description Simma Lieberman Association 38754 3,500.00 Professional Services -Management Training Smardan Supply Company 38755 56.46 Repair&Maintenance Services and/or Supplies Smith Paint and Supply 38589 93.29 Painting Services and Supplies Smith Pipe&Supply, Inc. 38590 37.26 Facilities, Maintenance, Services &Supplies So. Cal Gas Company 38756 13,034.21 Utilities South Coast Air Quality Management District 38428 27,003.10 Governmental Agency Fees&Charges Southern Califoria Setac 38591 120.00 Professional Organization Southern California Edison 38757 1,576.37 Utilities Southern California Material Handling 38758 140.28 Miscellaneous Services Sparklett-Dallas 38759 466.59 Miscellaneous Services SPEX Certiprep, Inc. 38592 90.56 Laboratory Services &Supplies Square D Company 38748 611.00 Computer Applications and Services St. Croix Sensory, Inc. 38593 353.00 Outside Laboratory Services Stantec Consulting Services, Inc. 38594 1,883.00 Professional Services/Surveying Staples 38595 64.99 Office Supplies Staples 38760 545.26 Office Supplies Steven R.Speakman 38794 124.96 Meeting/Training Expense Reimbursement Stratus Environmental, Inc. 38761 3,375.00 Professional Services/Groundwater Removal Summit Steel 38596 3,568.79 Repair&Maintenance Services and/or Supplies Summit Steel 38762 744.94 Repair&Maintenance Services and/or Supplies Sunset Industrial Parts 38597 1,905.86 Repair&Maintenance Services and/or Supplies Sunset Industrial Parts 38763 131.28 Repair&Maintenance Services and/or Supplies Synagro West, Inc. 38636 179,034.79 Biosolids Management TEG STAFFING, INC. 38598 4,104.00 Temporary Employment Services TEG STAFFING, INC. 38764 6,384.00 Temporary Employment Services TekSystems 38599 5,503.95 Professional Services/Temporary Services Teledyne RD Instruments, Inc. 38765 1,133.29 Laboratory Services &Supplies TestAmerica Ontario 38600 372.00 Laboratory Services &Supplies The Fire X-Tinguisher Service Co. 38690 698.99 Safety, Security, Health Equipment, Supplies, and Services The Orange County Register 38723 1,890.00 Notices &Ads The Standard Insurance Company 38766 2,702.08 Disability Insurance The Wackenhut Corporation 38508 6,503.52 Safety, Security, Health Equipment, Supplies, and Services The Wackenhut Corporation 38699 4,007.07 Safety, Security, Health Equipment, Supplies, and Services Theresa Evans 38625 609.20 Meeting/Training Expense Reimbursement Thermo Electron North America, L.L.C. 38601 1,615.62 Laboratory Services &Supplies Thermo Electron North America, L.L.C. 38767 1,586.65 Laboratory Services &Supplies Thompson Industrial Supply, Inc. 38602 17,401.48 Repair&Maintenance Services and/or Supplies Thomson Scientific, Inc. 38603 10,577.02 Books &Publications Tortuga Pool Service 38604 310.00 Repair&Maintenance Services and/or Supplies Townsend Public Affairs 38768 7,500.00 Professional Services -State Legislative Advocacy Tran Consulting Engineers 38769 652.96 Professional Services/Engineering Design Services Transcat 38770 5,566.11 Repair&Maintenance Services and/or Supplies Tropical Plaza Nursery, Inc. 38605 12,497.50 Landscape Maintenance Services Truck&Auto Supply, Inc. 38771 633.78 Autos, Trucks &Marine Equipment, Parts, Accessories &Services TSG Enterprises, Inc. 38772 2,261.00 Professional Services/Construction Support Services Tule Ranch/Magan Farms 38637 176,130.38 Biosolids Management Two Wheels One Planet 38606 470.31 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Ultra Scientific 38773 338.50 Laboratory Services &Supplies Underground Service Alert of So.Calif 38774 1,536.00 Professional Services -Dig Alert Notification Service EXHIBIT A fin/210/cs Page 7 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description United Parcel Service 38607 33.01 Freight Services United Parcel Service 38775 115.55 Freight Services Univar USA 38776 1,024.18 Miscellaneous Supplies University of Arizona 38608 3,000.00 Marine Research UPDATE INTERNATIONAL INC 38777 3,995.00 Professional Organizations Meeting/Training/Membership US Equipment Co., Inc. 38778 441.67 Repair&Maintenance Services and/or Supplies US Netting 38609 720.31 Repair&Maintenance Services and/or Supplies US Peroxide, L.L.C. 38429 113,753.04 Chemicals, Water/Wastewater Treatment US Peroxide, L.L.C. 38638 45,897.44 Chemicals, Water/Wastewater Treatment USA Mobility Wireless, Inc. 38779 488.29 Telecommunications Valley Power Systems, Inc. 38780 321.51 Repair&Maintenance Services and/or Supplies Valve Automation &Controls 38610 715.40 Repair&Maintenance Services and/or Supplies Vanh Phonsiri 38624 146.10 Meeting/Training Expense Reimbursement Vapex Products, Inc. 38781 7,948.95 Electrical/Electronic Equipment, Parts &Repairs Verizon California 38612 99.99 Telecommunications Verizon California 38611 1,698.84 Telecommunications Verizon Wireless 38782 660.25 Telecommunications Verne's Plumbing 38613 6,269.59 Plumbing Services &Supplies Verne's Plumbing 38783 10,461.31 Plumbing Services &Supplies Village Nurseries 38614 237.01 Repair&Maintenance Services and/or Supplies Village Nurseries 38784 47.87 Repair&Maintenance Services and/or Supplies Vision Financial Corporation 38785 1,136.56 Employee Voluntary Benefits Voided Check 38640 0.00 Voided Check 38642 0.00 Voided Check 38644 0.00 Vortex Corp. 38615 806.29 Repair&Maintenance Services and/or Supplies Vortex Corp. 38786 4,834.25 Repair&Maintenance Services and/or Supplies Voyager Fleet Systems, Inc. 38430 25,667.89 Autos, Trucks &Marine Equipment, Parts, Accessories &Services VWR Scientific Products 38616 2,477.91 Laboratory Services &Supplies VWR Scientific Products 38787 3,617.17 Laboratory Services &Supplies Waters Corporation 38788 1,110.77 Laboratory Services &Supplies Waxie Sanitary Supply 38617 132.58 Janitor&Household Service &Supplies Wells Fargo Bank Esc 80556300 Kiewit 38641 84,854.11 Construction, Retention Wells Fargo Bank Escrow 23518600 38643 102,753.80 Construction, Retention Wells Fargo Bank Escrow 23861100 Kiewit 38645 28,918.30 Construction, Retention West Coast Safety Supply Co. 38618 1,262.69 Safety, Security, Health Equipment, Supplies, and Services West Coast Safety Supply Co. 38789 3,585.45 Safety, Security, Health Equipment, Supplies, and Services West Lite Supply Company, Inc. 38790 143.78 Electrical/Electronic Equipment, Parts &Repairs Weston Solutions, Inc. 38431 79,983.00 Laboratory Services &Supplies Weston Solutions, Inc. 38711 2,200.00 Outside Laboratory Services -Core Ocean Monitoring Program Woodruff Spradlin &Smart 38432 49,525.39 Professional Services -Legal Xpedex Paper&Graphics (formerly Kirk) 38619 148.99 Office Supplies Yale/Chase Materials Handling, Inc. 38620 616.11 Electrical/Electronic Equipment, &Electric Cart Parts &Repairs 3CMA 38791 649.00 Professional Organizations Meeting/Training/Membership Total Accounts Payable -Warrants $ 5,827,975.73 Payroll Disbursements Employee Paychecks 46629 - 46655 $ 4,640.00 Interim Payroll -ARBA (04/01/11) Employee Paychecks 46656 46715 101,666.48 Biweekly Payroll (04/06/11) EXHIBIT A fin/210/cs Page 8 of 9 4/20/2011 Claims Paid From 04/01/11 to 04/15/11 Vendor Warrant No. Amount Description Employee Paychecks 46716 - 46717 - Interim Payroll -Termination &Payouts (03/31/11)* Employee Paychecks 46718 - 46719 3,900.65 Interim Payroll -Terminations (04/07/11) Employee Paychecks 46720 46721 1,024.63 Interim Payroll -Termination Payouts (04/07/11) Employee Paychecks 46722 3,943.94 Interim Payroll -Retirement (04/12/11) Employee Paychecks 46723 9,195.26 Interim Payroll -Retirement Payouts (04/12/11) Direct Deposit Statements 202105 -202234 21,752.50 Interim Payroll -ARBA (04/01/11) Direct Deposit Statements 202235 -202804 1,381,376.66 Biweekly Payroll (04/06/11) Total Payroll Disbursements $ 1,527,500.12 *Warrants 46716-46717 printed out of order from previous period. Wire Transfer Payments OCSD Payroll Taxes &Contributions $ 793,680.16 Biweekly Payroll (04/06/11) Kiewit Infrastructure West Co. $ 1,617,228.14 Construction 3-58 Kiewit/Mass, A Joint Venture $ 924,784.20 Construction 5-49 Kiewit/Mass, A Joint Venture $ 260,264.70 Construction 5-50 Total Wire Transfer Payments $ 3,595,957.20 Total Claims Paid 04/01/11 -04/15/11 $ 10,951,433.05 EXHIBIT A fin/210/cs Page 9 of 9 4/20/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description Accounts Payable Warrants A W Chesterton 38802 977.70 Repair&Maintenance Services and/or Supplies A W Chesterton 38973 2,834.28 Repair&Maintenance Services and/or Supplies Abel Scale, Inc. 38974 870.00 Repair&Maintenance Services and/or Supplies Accurate Measurement Systems 38975 1,437.79 Repair&Maintenance Services and/or Supplies Advanced Infrastructure Technologies 38976 16,638.75 Mechanical Parts &Supplies AECOM Technical Services, Inc. 38803 6,082.89 Professional Services/Engineering Design Services Aerotek 38977 3,027.00 Professional Services/Temporary Services Agilent Technologies, Inc. 38978 42.65 Laboratory Services &Supplies AIR LIUUIDE AMERICA SPECIALTY GASES LLC 38804 21.70 Laboratory Services &Supplies Airgas Safety, Inc. 38805 94.81 Safety, Security, Health Equipment, Supplies, and Services Airgas Safety, Inc. 38979 5,467.85 Safety, Security, Health Equipment, Supplies, and Services Airgas West 38980 2,801.60 Repair&Maintenance Services and/or Supplies AKM Consulting Engineers 38981 17,400.00 Professional Services/Dig Alert Associate Engineer Alhambra Foundry Co., Ltd. 38806 15,390.30 Repair&Maintenance Services and/or Supplies All American Asphalt 38958 49,011.00 Repair&Maintenance Services and/or Supplies Allied Packing &Rubber, Inc. 38807 54.94 Repair&Maintenance Services and/or Supplies Allied Packing &Rubber, Inc. 38982 111.99 Repair&Maintenance Services and/or Supplies Alloy Machining Services, Inc. 38983 4,938.75 Repair&Maintenance Services and/or Supplies American Express 38795 45,595.69 Purchasing Card Program for Miscellaneous Parts and Supplies American Machinery &Blade, Inc. 38984 199.22 Repair&Maintenance Services and/or Supplies American Payroll Association 38985 219.00 Professional Organizations Meeting/Training/Membership American Public Works Association 38808 2,975.00 Professional Organizations Meeting/Training/Membership Ameritrol, Inc. 38986 1,306.37 Electrical/Electronic Equipment, Parts&Repairs Ametek Inc. 38987 394.56 Repair&Maintenance Services and/or Supplies Amtech Elevator Services 38988 3,900.00 Miscellaneous Services AON Risk Insurance Services West 38796 36,689.97 Insurance (Owner Controlled Insurance Program) Applied Industrial Technology 38809 1,029.62 Repair&Maintenance Services and/or Supplies Applied Industrial Technology 38990 108.32 Repair&Maintenance Services and/or Supplies ARB/PERP -Air Resources Board 38810 575.00 Governmental Agency Fees &Charges Ashbrook Simon Hartley Operations, L.P. 38811 11,051.42 Repair&Maintenance Services and/or Supplies Ashbrook Simon Hartley Operations, L.P. 38992 12,080.49 Repair&Maintenance Services and/or Supplies ASTM 38993 148.99 Books and Publications AT&T 38972 220.85 Telecommunications AT&T Long Distance. 38813 56.44 Telecommunications AT&T Mobility ll, L.L.C. 38994 549.89 Telecommunications AT&T Universal Biller 38812 118.13 Telecommunications Atlas Underground, Inc. 38959 52,900.73 Repair&Maintenance Services and/or Supplies ATM AA, Inc. 38995 280.00 Lab Services Avi-Con Inc., dba CA Construction 38800 68,844.47 Construction AWSI 38996 203.00 Professional Services -DOT Program Administration Bakersfield Pipe&Supply, Inc. 38814 588.07 Repair&Maintenance Services and/or Supplies Barco Products Company 38997 627.50 Safety, Security, Health Equipment, Supplies, and Services EXHIBIT B fin/210/cs Page 1 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description Battery Specialties 38815 285.01 Batteries, Various Battery Systems, Inc. 38816 3,722.64 Repair&Maintenance Services and/or Supplies Beach Wire and Cable 38998 100.33 Telecommunications BioMerieux Vitek, Inc. 38817 209.59 Laboratory Services &Supplies Biospherical Instruments, Inc. 38818 3,241.60 Repair&Maintenance Services and/or Supplies Black &Veatch Corporation 38819 2,435.77 Professional Services/Engineering Design Services BNI Building News 38820 1,231.06 Books &Publications Bongarde Holdings, Ltd. 38999 4,799.00 Professional Organizations Meeting/Training/Membership BREA IMPERIAL, INC. 39000 2,500.00 Miscellaneous Services Burlington Safety Laboratory of CA, Inc. 39001 387.49 Safety, Security, Health Equipment, Supplies, and Services Bush &Associates, Inc. 38821 9,014.00 Professional Services/Surveying Services Business &Legal Reports, Inc. 39002 238.16 Books and Publications California Barricade Rentals 39003 21,040.00 Miscellaneous Services California Dept. of Child Support 38823 1,919.51 Judgments Payable California Special District Association 39010 450.00 Professional Organizations Meeting/Training/Membership Carollo Engineers 39004 5,675.78 Professional Services/Engineering Design Services Cavanaugh Machine Works 38824 858.25 Repair&Maintenance Services and/or Supplies Certified Laboratories 38825 176.47 Laboratory Services &Supplies City of Los Angeles 38826 118.80 Governmental Agency Fees &Charges City of Newport Beach 39070 625.71 Water Use Coastal Traffic Systems, Inc. 38827 8,700.00 Safety, Security, Health Equipment, Supplies, and Services Coastal Traffic Systems, Inc. 39005 6,825.00 Safety, Security, Health Equipment, Supplies, and Services Cole-Parmer Instrument Co. 38828 195.76 Laboratory Services &Supplies Construction Dictionary 38829 70.98 Office Supplies Consumers Pipe&Supply Co. 38830 527.33 Repair&Maintenance Services and/or Supplies Consumers Pipe&Supply Co. 39006 2,372.70 Repair&Maintenance Services and/or Supplies Control Factors Seattle, Inc. 38831 1,052.75 Repair&Maintenance Services and/or Supplies Controlled Motion Solutions 38832 1,151.60 Repair&Maintenance Services and/or Supplies Converse Consultants 38833 13,878.00 Professional Services/Professional Services/Materials &Geotechnical Testing Cortech Engineering 39007 5,396.58 Repair&Maintenance Services and/or Supplies County of Orange Auditor Controller 38834 149.50 Governmental Agency Fees &Charges County of Orange Auditor Controller 38835 675.00 Governmental Agency Fees &Charges County of Ventura (Contract Host) 38836 20,151.50 Computer Applications &Services Court Order 38880 2,179.38 Judgments Payable Court Order 38881 150.00 Judgments Payable Court Order 38889 225.00 Judgments Payable Court Order 38918 108.00 Judgments Payable Court Order 38953 912.50 Judgments Payable CPS Human Resource Services 39008 897.00 Professional Organizations Meeting/Training/Membership CR&R, Inc. 39009 315.00 Waste Disposal Crane Veyor Corp. 38837 288.00 Repair&Maintenance Services and/or Supplies CSMFO 38822 275.00 Professional Organizations Meeting/Training/Membership Culligan of Orange County 38838 55.85 Repair&Maintenance Services and/or Supplies EXHIBIT B fin/210/cs Page 2 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description Curley Wholesale Electric, Inc. 38839 497.89 Electrical/Electronic Equipment, Parts &Repairs Curley Wholesale Electric, Inc. 39011 479.78 Electrical/Electronic Equipment, Parts &Repairs CWEA Membership 38840 264.00 Professional Organizations Meeting/Training/Membership CWEA Membership 39012 264.00 Professional Organizations Meeting/Training/Membership CWEA Specialty Conference 39013 336.00 Professional Organizations Meeting/Training/Membership Dapper Tire Co. 38841 391.71 Autos, Trucks &Marine Equipment, Parts, Accessories &Services David's Tree Service 38842 640.00 Groundskeeping Detector Electroincs Corporation 38843 308.01 Repair&Maintenance Services and/or Supplies Dionex Corporation 38844 1,909.71 Laboratory Services &Supplies DLT Solutions, Inc. 39014 6,758.79 Computer Applications &Services DIME, Inc. 38845 2,765.81 Repair&Maintenance Services and/or Supplies Duke's Root Control, Inc. 38960 37,049.10 Sewer Root Control Service Dunn-Edwards Corporation 39015 72.87 Facilities, Maintenance, Services &Supplies Eagle Protection of California 39016 275.00 Safety, Security, Health Equipment, Supplies, and Services Eberhard Equipment 38846 319.14 Tractor Repair ELAP (Environmental Lab Accredition Pgm) 38956 4,619.00 Lab Certification Electrabond 38847 2,807.77 Repair&Maintenance Services and/or Supplies Employee Benefits Specialists, Inc. 38848 12,901.32 Reimbursed Prepaid Employee Medical &Dependent Care Employee Benefits Specialists, Inc. 39017 825.00 Reimbursed Prepaid Employee Medical &Dependent Care Enchanter, Inc. 38849 1,900.00 Vessel Services -Monitoring Vessel Nerissa ENS Resources, Inc. 39018 7,500.00 Professional Services -Federal Advocacy Environmental Express, Inc. 38850 1,110.18 Laboratory Services &Supplies Environmental Express, Inc. 39019 365.49 Laboratory Services &Supplies Environmental Resource Associates 38851 577.42 Laboratory Services &Supplies Environmental Water Solutions, Inc. 39020 2,959.59 Repair&Maintenance Services and/or Supplies Ewing Irrigation 38852 706.44 Irrigation Repair&Maintenance Services and/or Supplies Fedex Corporation 39021 60.26 Freight Services First American Corelogic 39022 1,985.17 Software Maintenance Agreement Fisher Scientific 39023 6,382.40 Laboratory Services &Supplies Five Star Metals, Inc. 39024 1,715.00 Miscellaneous Parts and Supplies Flat&Vertical, Inc. 39025 1,250.00 Repair&Maintenance Services and/or Supplies Fleetmatics USA, Inc. 39026 152.08 Professional Services -Human Resources Fleming Environmental, Inc. 39027 1,004.43 Repair&Maintenance Services and/or Supplies Flo Systems, Inc. 39028 57.71 Repair&Maintenance Services and/or Supplies Flomax Products, Inc. 39029 1,293.02 Electrical/Electronic Equipment, Parts &Repairs Fluid Components Int. c/o Ponton Industries 38801 625.58 Repair&Maintenance Services and/or Supplies Franchise Tax Board 38853 1,518.40 Judgments Payable Franklin Covey 39030 78.18 Office Supplies FTI, Inc. 39031 794.54 Routine Forms -Check Stock, W-2 Forms or Envelopes GA Industries, L.L.C. c/o CS-AMSCO 39032 4,583.21 Repair&Maintenance Services and/or Supplies Garden Grove Professional Building 38854 934.52 Reconciliation User Fee Refund Program Garratt Callahan Company 39033 2,555.38 Chemicals, Water/Wastewater Treatment Geary Pacific Supply 38855 3,495.41 Repair&Maintenance Services and/or Supplies General Petroleum 38856 1,672.15 Fuel and Lubricants EXHIBIT B fin/210/cs Page 3 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description George Yardley Co. 39034 989.99 Repair&Maintenance Services and/or Supplies GHD, L.L.C. 38857 10,300.00 Professional Services/Engineering Design Services Gierlich-Mitchell, Inc. 38858 6,871.09 Repair&Maintenance Services and/or Supplies Global Awards, Inc. 39035 1,216.37 Repair&Maintenance Services and/or Supplies Goal/QPC 39036 118.61 Publications &Books Golden State Overnight Delivery Service 38859 247.74 Courier Services Golden West Window Service 38860 2,835.00 Facilities, Maintenance, Services &Supplies Golden West Window Service 39037 3,325.00 Facilities, Maintenance, Services &Supplies Grainger, Inc. 38861 181.37 Repair&Maintenance Services and/or Supplies Grainger, Inc. 39038 1,281.12 Repair&Maintenance Services and/or Supplies Graybar Electric Company 38862 1,250.28 Electrical/Electronic Equipment, Parts &Repairs Graybar Electric Company 39039 1,659.48 Electrical/Electronic Equipment, Parts &Repairs Great Western Sanitary Supplies 38863 320.05 Janitor&Household Service &Supplies Guarantee Records Management 38864 572.84 Professional Services -Document Storage &Shredding Guy L.Warden &Sons 39040 251.45 Repair&Maintenance Services and/or Supplies Haaker Equipment Company 393 8,932.52 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Haaker Equipment Company 38961 412,306.05 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Hardy Diagnostics 38865 861.04 Laboratory Services &Supplies Harrington Industrial Plastics, Inc. 38866 3,753.39 Repair&Maintenance Services and/or Supplies Harvard University 39042 11,200.00 Professional Organizations Meeting/Training/Membership HDR Engineering, Inc. 38962 512,887.30 Professional Services/Engineering Design Services Home Depot 38867 80.40 Miscellaneous Parts and Supplies Home Depot 39043 1,377.42 Miscellaneous Parts and Supplies IDEXX Distribution, Inc. 38868 1,196.25 Laboratory Services &Supplies Indiana Child Support Bureau 38869 290.00 Judgments Payable Industrial Electric Machinery LLC 38870 2,456.17 Repair&Maintenance Services and/or Supplies Industrial Filter Manufacturers, Inc. 39044 1,168.11 Repair&Maintenance Services and/or Supplies Industrial Threaded Products, Inc. 38871 166.20 Repair&Maintenance Services and/or Supplies Industrial Threaded Products, Inc. 39045 2,726.97 Repair&Maintenance Services and/or Supplies Inplant Sales, L.L.C. 39046 811.73 Repair&Maintenance Services and/or Supplies Insight Public Sector, Inc. 39047 9,359.84 Computers, Software/Hardware Integrated Process Technologies, Inc. 39048 1,836.09 Repair&Maintenance Services and/or Supplies International Business Machines 39049 5,947.26 Computer Applications &Services Interstate Batteries of Cal Coast 38872 1,190.65 Repair&Maintenance Services and/or Supplies Intl. Union of Oper. Eng.AFL CIO Local 501 38873 4,972.24 Dues Deductions Intratek Computer, Inc. 39050 3,961.10 Network/Server/Printer Maintenance Services Invensys Systems, Inc. 39051 2,263.56 Electrical/Electronic Equipment, Parts &Repairs Ironman Parts &Services 38874 137.03 Repair&Maintenance Services and/or Supplies Ironman Parts &Services 39052 187.59 Repair&Maintenance Services and/or Supplies Irvine Pipe&Supply 38875 1,258.24 Repair&Maintenance Services and/or Supplies Irvine Ranch Water District 38876 8.00 Water Use Irvine Ranch Water District 39053 251.02 Water Use J F Shea Construction, Inc. 38971 157,110.05 Construction Jamison Engineering Contractors, Inc. 38877 3,569.13 Professional Services/Construction Support Services EXHIBIT B fin/210/cs Page 4 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description Jamison Engineering Contractors, Inc. 39054 2,760.00 Professional Services/Construction Support Services Jays Catering 38878 1,380.14 Catering Services JCI Jones Chemicals, Inc. 391 45,278.51 Chemicals, Water/Wastewater Treatment JCI Jones Chemicals, Inc. 396 63,451.30 Chemicals, Water/Wastewater Treatment Jesus Baez 38954 145.00 Meeting/Training Expense Reimbursement Johnstone Supply 38879 99.13 Repair&Maintenance Services and/or Supplies Johnstone Supply 39055 222.74 Repair&Maintenance Services and/or Supplies Joscelynn M. Gadzinski 39149 447.68 Meeting/Training Expense Reimbursement Kemira Water Solutions 392 27,789.75 Chemicals, Water/Wastewater Treatment Kemira Water Solutions 397 121,449.94 Chemicals, Water/Wastewater Treatment Koff&Associates, Inc. 39056 12,345.00 Professional Services/Comp &Class Study KSR Associates, LLC 39057 147.90 Repair&Maintenance Services and/or Supplies KTA-TATOR, Inc. 39058 2,647.26 Maint. Consulting Service L&N Image Apparel 39059 72.93 Safety, Security, Health Equipment, Supplies, and Services Lee&Ro, Inc. 38963 27,527.52 Professional Services/Engineering Design Services Liberty Mutual Claims 39060 14,207.87 Insurance Linda Losurdo 39150 317.86 Meeting/Training Expense Reimbursement Lucci's Gourmet Foods, Inc. 38882 81.43 Catering Services Luis Kawile and Fry's Electronics 39152 594.44 Employee Computer Loan Program M.J.Schiff and Associates, Inc. 39061 14,110.08 Professional Services Malcolm Pirnie, Inc. 38964 32,836.92 Professional Services/Engineering Design Services Marinus Scientific 38883 100.05 Laboratory Services &Supplies Marvac Electronics 39062 21.64 Electrical/Electronic Equipment, Parts &Repairs Maxim Security Systems 38884 4,997.63 Safety, Security, Health Equipment, Supplies, and Services McMaster-Carr Supply Co. 38885 2,569.37 Repair&Maintenance Services and/or Supplies McMaster-Carr Supply Co. 39063 1,908.77 Repair&Maintenance Services and/or Supplies Media Resurfacing Systems, Inc. 38886 420.00 Repair&Maintenance Services and/or Supplies Midway Mfg. &Machining Co. 39064 2,414.25 Repair&Maintenance Services and/or Supplies Mine Safety Appliance 39065 2,247.09 Electrical/Electronic Equipment, Parts&Repairs Mission Abrasive &Janitorial Supplies 38887 216.78 Janitorial &Household Services &Supplies MJL Consulting 38888 2,754.01 Professional Services/Annual Contract Painting MJL Consulting 38965 80,621.87 Professional Services/Annual Contract Painting MTM Recognition Corporation 38890 133.26 Service Awards MTM Recognition Corporation 39066 531.37 Service Awards MWH Americas, Inc. 38798 25,000.00 Professional Services/Engineering Design Services MWH Americas, Inc. 38966 442,426.40 Professional Services/Engineering Design Services National Institute of Standards &Tech-R 38891 717.00 Laboratory Services &Supplies Neal Supply Co. 38892 3,290.45 Repair&Maintenance Services and/or Supplies Neal Supply Co. 39067 512.43 Repair&Maintenance Services and/or Supplies Neutron Products, Inc. 38893 2,944.08 Chemicals, Water/Wastewater Treatment Neutron Products, Inc. 39068 8,759.17 Chemicals, Water/Wastewater Treatment Newark Electronics 39069 420.14 Electrical/Electronic Equipment, Parts&Repairs Ninyo&Moore 39071 5,831.75 Professional Services/Geotech &Material Testing Norco Delivery 39072 930.58 Delivery Services EXHIBIT B fin/210/cs Page 5 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description NRG Engine Services, L.L.C. 38894 763.75 Repair&Maintenance Services and/or Supplies O C Tanner Recognition Company 39073 500.79 Service Awards OCB Reprographics 38991 295.09 Printing/Reprographics Services OCEA 38895 692.25 Dues Deductible Office Depot 39074 2,046.50 Office Supplies Officemax Incorporated 38896 1,652.83 Furniture/Fixtures Olin Corporation 38897 4,138.00 Chemicals, Water/Wastewater Treatment Olin Corporation 39075 4,065.17 Chemicals, Water/Wastewater Treatment OneSource Distributors, Inc. 39076 1,399.18 Electrical/Electronic Equipment, Parts&Repairs Operatorstar 38898 7,200.00 Professional Organizations Meeting/Training/Membership Oracle America Inc. 39077 2,282.02 Software Maintenance Agreement Orange County Hose Company 38899 621.92 Miscellaneous Parts and Supplies Orange County Sanitation District 38957 1,530.56 Petty Cash Expense Orange County Sheriff 38900 596.46 Judgments Payable Orange County United Way 38901 40.00 Employee Contributions Orange County Vector Control District 39078 156.81 Pest Control Oxygen Service Company 38902 640.95 Laboratory Services &Supplies Oxygen Service Company 39079 584.94 Laboratory Services &Supplies Pace, Inc. 38903 8,065.50 Professional Services Pacific Mechanical Supply 38904 452.34 Repair&Maintenance Services and/or Supplies Pacific Mechanical Supply 39081 3,089.62 Repair&Maintenance Services and/or Supplies Palanjian, Jerry 39080 667.19 Reconciliation User Fee Refund Program Parker Supply Company 38905 2,972.18 Miscellaneous Parts and Supplies Parker Supply Company 39082 4,950.01 Miscellaneous Parts and Supplies Partsmaster 39083 571.34 Repair&Maintenance Services and/or Supplies Paul L.Armstrong Co., Inc. 38906 24,251.13 Repair&Maintenance Services and/or Supplies Paul Ward 39151 190.00 Meeting/Training Expense Reimbursement PC Mall Gov 38907 10,232.64 Software Maintenance Agreement Peace Officers Council of CA 38908 2,277.00 Dues Deductions, Supervisors &Professionals Performance Pipeline Technologies 38967 38,760.50 Professional Services/CCTV Inspection/Sewerline Cleaning PL Hawn Company, Inc. 38909 528.53 Repair&Maintenance Services and/or Supplies Plumbers Depot, Inc. 38910 195.75 Repair&Maintenance Services and/or Supplies Polydyne, Inc. 394 17,371.55 Chemicals, Water/Wastewater Treatment Polydyne, Inc. 398 24,505.25 Chemicals, Water/Wastewater Treatment Ponton Industries, Inc. 39084 10,592.15 Laboratory Services &Supplies PR Electronics, Inc. 38911 1,648.38 Electrical/Electronic Equipment, Parts &Repairs Precon Products 38912 690.56 Repair&Maintenance Services and/or Supplies Primrose Ice Co., Inc. 38913 105.00 Water&Ice Services Primrose Ice Co., Inc. 39085 105.00 Water&Ice Services Procare Work Injury Center 38914 635.00 Medical Services Procare Work Injury Center 39086 340.00 Medical Services Propipe Professional Pipe Services 399 15,342.90 Professional Services/CCTV Sewerline Inspections Prudential Overall Supply 38915 1,583.49 Uniforms Prudential Overall Supply 39087 1,756.85 Uniforms EXHIBIT B fin/210/cs Page 6 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description Q Air-Calif. Div. Pump Engineering 38916 6,723.75 Repair&Maintenance Services and Supplies Quickstart Intelligence 39088 3,900.00 Professional Organizations Meeting/Training/Membership Quinn Power Systems 38917 2,578.14 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Quinn Power Systems 39089 3,249.33 Autos, Trucks &Marine Equipment, Parts, Accessories &Services R L Abbott&Associates 39090 1,000.00 Professional Services/Advocacy Efforts RBF Consulting 39091 2,166.32 Professional Services/Engineering Design Services Rightstar Systems, Inc. 39092 9,643.00 Computer Applications &Services RMC Water and Environment 39093 6,203.54 Professional Services Robert A.Amaro 39147 309.81 Meeting/Training Expense Reimbursement Roto Rooter NOC#11 38919 195.00 Repair&Maintenance Services and/or Supplies Roto Rooter NOC#11 39094 267.75 Repair&Maintenance Services and/or Supplies Royale Cleaners 38920 62.90 Miscellaneous Services Royale Cleaners 39095 71.00 Miscellaneous Services Russell Sigler, Inc. dba Sigler Wholesale 38921 3,108.08 Electrical/Electronic Equipment, Parts &Repairs Ryan Herco Products Corp. 39096 819.33 Repair&Maintenance Services and/or Supplies Safety Environmental Consulting 39097 2,500.00 Safety, Security, Health Equipment, Supplies, and Services Safety Max 39099 2,775.59 Safety, Security, Health Equipment, Supplies, and Services Safety-Kleen 39098 330.26 Repair&Maintenance Services and/or Supplies San uiego/orange riuid System i echnoiogies, 39100 1,347.17 Repair&Maintenance Services and/or Supplies Inc. Sancon Engineering, Inc. 38968 106,372.00 Repair&Maintenance Services and/or Supplies Santiago A. Escobar 39153 812.02 Meeting/Training Expense Reimbursement Schwing Bioset 395 17,581.41 Repair&Maintenance Services and/or Supplies Schwing Bioset 400 262.71 Repair&Maintenance Services and/or Supplies SCP Science 38922 570.00 Laboratory Services &Supplies Sea Coast Designs, Inc. 39102 364.86 Furniture Shamrock Supply Co., Inc. 38923 751.74 Repair&Maintenance Services and/or Supplies Shamrock Supply Co., Inc. 39103 1,567.61 Repair&Maintenance Services and/or Supplies Shureluck Sales &Engineering 38924 1,199.79 Repair&Maintenance Services and/or Supplies Shureluck Sales &Engineering 39104 156.92 Repair&Maintenance Services and/or Supplies Siemens c/o Jensen Instrument Co. 39105 4,686.90 Electrical/Electronic Equipment, Parts&Repairs Sigma-Aldrich, Inc. 38925 95.14 Laboratory Services &Supplies SkillPath Seminars 39106 299.00 Professional Organization &Meeting/Training Registration Snap On, Inc. DBA Shopkey 39107 445.81 Repair&Maintenance Services and/or Supplies South Coast Environmental Co. 39101 1,252.54 Professional Services -Air Quality Monitoring Southern Califoria Setac 39108 15.00 Professional Organization Southern California Edison 38969 298,752.01 Utilities Southern Counties Lubricants 38926 1,804.03 Fuel and Lubricants Southern Counties Lubricants 39109 846.99 Fuel and Lubricants Stantec Consulting Services, Inc. 39110 12,368.00 Professional Services/Surveying Staples 39111 334.12 Office Supplies Steven Enterprises, Inc. -Remit 39112 12,212.63 Office Supplies Summit Steel 39113 485.04 Repair&Maintenance Services and/or Supplies Sunny Express 38927 46.00 Freight Charges EXHIBIT B fin/210/cs Page 7 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description Sunset Industrial Parts 38928 112.18 Repair&Maintenance Services and/or Supplies Sunset Industrial Parts 39114 269.48 Repair&Maintenance Services and/or Supplies Systea Scientific, L.L.C. 38929 609.85 Laboratory Services &Supplies TEG STAFFING, INC. 39116 4,360.50 Temporary Employment Services TekSystems 39117 2,916.00 Professional Services/Temporary Services Tektronix Service Solutions 38930 950.00 Laboratory Services &Supplies Terra Renewal, L.L.C. 39118 4,645.26 Grit&Screenings Disposal TestAmerica Ontario 38931 1,286.00 Laboratory Services &Supplies Tetra Tech, Inc. 38932 11,359.35 Professional Services/Engineering Design ServicesS The Crab Cooker of Newport Beach 39115 2,384.69 Reconciliation User Fee Refund Program The Integration Works, L.L.C. 38933 1,602.00 Repair&Maintenance Services and/or Supplies The Wackenhut Corporation 39041 14,347.52 Safety, Security, Health Equipment, Supplies, and Services Thermo Electron North America, L.L.C. 38934 78.30 Laboratory Services &Supplies Thermo Fisher Scientific 39119 1,248.45 Repair&Maintenance Services and/or Supplies Thompson Industrial Supply, Inc. 38935 9,478.89 Repair&Maintenance Services and/or Supplies Thompson Industrial Supply, Inc. 39120 10,331.40 Repair&Maintenance Services and/or Supplies Tiano Construction 39121 2,000.00 Facilities, Maintenance, Services &Supplies Time Warner Communications 39122 59.20 Telecommunications T-Mobile 39123 109.63 Telecommunications Tom B. Meregillano 38955 368.40 Meeting/Training Expense Reimbursement Tony's Lock&Safe Service &Sales 38936 382.97 Repair&Maintenance Services and/or Supplies Tony's Lock&Safe Service &Sales 39124 264.72 Repair&Maintenance Services and/or Supplies Traffic Control Service, Inc. 39125 85.00 Safety, Security, Health Equipment, Supplies, and Services Transcat 39126 180.35 Repair&Maintenance Services and/or Supplies Triad Pacific 39127 200.00 Freight Tropical Plaza Nursery, Inc. 38937 2,215.00 Landscape Maintenance Services Tropical Plaza Nursery, Inc. 39128 3,180.00 Landscape Maintenance Services Truck&Auto Supply, Inc. 39129 97.78 Autos, Trucks &Marine Equipment, Parts, Accessories &Services Tule Ranch/Magan Farms 38970 123,486.48 Biosolids Management TW Telecom Holdings, Inc. 38938 3,508.47 Telecommunications Tyco Valves &Controls LP 39130 5,752.31 Repair&Maintenance Services and/or Supplies U Line 38939 562.37 Miscellaneous Parts and Supplies Ultra Scientific 38940 339.50 Laboratory Services &Supplies Union Bank of California Escrow 39146 8,268.95 Construction, Retention United Parcel Service 38941 799.74 Freight Services United Parcel Service 39131 72.52 Freight Services United States Plastic Corp. 38942 28.07 Miscellaneous Parts and Supplies US Peroxide, L.L.C. 38799 34,183.24 Chemicals, Water/Wastewater Treatment Valin Corporation 38943 117.09 Repair&Maintenance Services and/or Supplies Verizon California 38944 149.21 Telecommunications Verne's Plumbing 38945 3,392.50 Plumbing Services &Supplies Verne's Plumbing 39132 4,074.26 Plumbing Services &Supplies Vibralign, Inc. 38946 1,964.51 Repair&Maintenance Services and/or Supplies Vibralign, Inc. 39133 239.58 Repair&Maintenance Services and/or Supplies EXHIBIT B fin/210/cs Page 8 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Description Village Nurseries 38947 286.21 Repair&Maintenance Services and/or Supplies Voided Check 38797 0.00 - Vortex Corp. 39134 1,973.83 Repair&Maintenance Services and/or Supplies VWR Scientific Products 38948 4,242.49 Laboratory Services &Supplies VWR Scientific Products 39135 1,202.77 Laboratory Services &Supplies Water Environment Federation 38949 440.00 Professional Organizations Meeting/Training/Membership Water Environment Federation 39137 974.00 Professional Organizations Meeting/Training/Membership Waxie Sanitary Supply 38950 560.17 Janitor&Household Service &Supplies Waxie Sanitary Supply 39138 582.90 Janitor&Household Service &Supplies West Coast Safety Supply Co. 38951 337.35 Safety, Security, Health Equipment, Supplies, and Services West County Commerce Realty Holding Co. 39136 2,307.48 Reconciliation User Fee Refund Program West Lite Supply Company, Inc. 38952 488.54 Electrical/Electronic Equipment, Parts &Repairs West Lite Supply Company, Inc. 39139 248.12 Electrical/Electronic Equipment, Parts &Repairs Westin Engineering, Inc. 39140 4,625.00 Professional Services/Software Program Consulting Westland Engineering C/O API BASCO 38989 2,771.92 Mechanical Parts&Supplies William D. Cassidy 39148 118.45 Professional Organizations Meeting/Training/Membership WorldatWork 39141 245.00 Professional Organizations Meeting/Training/Membership Xerox Corporation 39142 20,261.13 Computers, Software/Hardware &Managed Services Xpedex Paper&Graphics (formerly Kirk) 39143 96.77 Office Supplies 1-800-Conference(R) 39144 154.61 Telecommunications 24 Hour Fire Protection, Inc. 39145 2,098.10 Repair&Maintenance Services and/or Supplies Total Accounts Payable -Warrants $ 3,771,273.90 Payroll Disbursements Employee Paychecks 46724 - 46771 $ 100,572.80 Biweekly Payroll (04/20/11) Employee Paychecks 46772 - 46773 2,451.17 Interim Payroll -Non-base Building Payments (04/19/11) Employee Paychecks 46774 2,480.32 Interim Payroll -Retirement (04/21/11) Employee Paychecks 46775 4,487.55 Interim Payroll -Retirement Payouts (04/21/11) Employee Paychecks 46776 - 46802 4,355.00 Interim Payroll -ARBA (04/29/11) Direct Deposit Statements 202805 -203361 1,376,546.01 Biweekly Payroll (04/20/11) Direct Deposit Statements 203662 -203494 22,402.50 Interim Payroll -ARBA (04/29/11) Total Payroll Disbursements $ 1,513,295.35 Wire Transfer Payments OCSD Payroll Taxes &Contributions $ 796,401.38 Biweekly Payroll (04/20/11) IPMC c/o Parsons 986,758.00 Professional Services/Temporary Services (04/20/11) Intercare Insurance Services 26,472.43 Workers' Compensation Services US Bank 22,408.01 Series 2000 A&B Refunding Certificates of Participations Interest Payment Merrill Lynch, Pierce, Fenner and Smith Inc. 35,876.71 Series 2000 A&B Refunding COPs Remarketing Fee County of Orange 36,000,000.00 Santa Ana Regional Interceptor (SARI) Line Loan and Repayment Agreement No Total Wire Transfer Payments $ 37,867,916.53 EXHIBIT B fin/210/cs Page 9 of 10 5/9/2011 Claims Paid From 04/16/11 to 04/30/11 Vendor Warrant No. Amount Descri tion Total Claims Paid 04/16/11 -04/30/11 $ 43,152,485.78 EXHIBIT B fm/210/cs Page 10 of 10 5/9/2011 Orange County Sanitation District MINUTES BOARD MEETING April 20, 2011 �O � L� <cr��• N� TH E EN�� Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 04/20/11 Minutes of Board Meeting Page 1 of 6 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was held on April 20, 2011, at 6:30 p.m., in the Administration Building. Following the Pledge of Allegiance and invocation, a quorum was declared present by the Associate Clerk of the Board as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X Larry Crandall, Chair Steve Nagel X Troy Edgar, Vice Chair Ken Stephens X John Anderson Jim Winder X Tom Beamish Rose Espinoza X Joe Carchio Matthew Harper X Bill Dalton Andrew Do X Jon Dumitru Denis Bilodeau X James M. Ferryman Bob Ooten X Michael Levitt Gordon Shanks A Jeffrey Lalloway Steven Choi X Roy Moore Ron Garcia X Prakash Narain Doug Bailey X Joy Neugebauer Al Krippner X Janet Nguyen Shawn Nelson X John Nielsen Jerry Amante X Sharon Quirk-Silva Pat McKinley X Brad Reese Robert Fauteux X Steven Rosansky Nancy Gardner X David Shawver Carol Warren X Harry Sidhu Gail Eastman X Fred Smith Steve Berry X Sal Tinajero David Benavides X Constance Underhill Joseph Aguirre X Mark Waldman Steven Hwangbo X John Withers Douglas Reinhart STAFF MEMBERS PRESENT: Jim Ruth, General Manager; Jim Herberg, Assistant General Manager; Nick Arhontes, Director of Facilities Support Services; Lorenzo Tyner, Director of Finance & Administrative Services; Jeff Reed, Director of Human Resources; Lilia Kovac, Associate Clerk of the Board; Cindi Ambrose; Emilio Ariston; Deon Carrico; Dean Fisher; Michael Gold; Tod Haynes; Dave Heinz; Ingrid Hellebrand; Mike Larkin; Joe Park; Mary Sue Thompson; Ron Wade; Simon Watson; Paula Zeller. OTHERS PRESENT: Brad Hogin, General Counsel; Denis Bilodeau, Drew Kolosky, Al Krippner; Ryal Wheeler 04/20/11 Minutes of Board Meeting Page 2 of 6 PUBLIC COMMENTS: There were no public comments. REPORTS: Board Chair Larry Crandall introduced Ms. Pei-Chin Low, Past President of CWEA who presented the "Plant of the Year Award" to Dave Heinz, Ron Wade and Simon Watson. Mr. Watson recognized Emilio Ariston for reaching his achievement of being named second statewide CWEA Technician of the Year. Chair Crandall also acknowledged staff for receiving the Film Festival Professional award for "Wastewater 101", as well as Ddaze Phuong for receiving 1st Place Photo award; Paul Ward for receiving 2nd Place photo award; and Adam Newsom for receiving the Honorable Mention recognition. Mr. Crandall also announced that retired plant operator Doug Hauser was inducted into the WEF Quarter Century Operators Club Assistant General Manager, Jim Herberg, recognized Dean Fisher for being named the 2011 Certified Construction Manager of the Year by the Southern California Chapter of the Construction Management Association of America at their Annual Awards event on April 7. Mr. Herberg also recognized Dean Fisher for reaching his 20-year anniversary with OCSD. Director of Facilities Support Services, Nick Arhontes, presented 25-year service awards to Mary Sue Thompson and to Deon Carrico. General Manager, Jim Ruth, briefly delivered an overview of the EnerTech agreement status, labor negotiations progress, SAWPA agreement status. Board Chair Crandall reviewed the meeting schedule for May. RATIFICATION OF PAYMENT OF CLAIMS: 1. MOVED, SECONDED, AND DULY CARRIED: Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 03/15/11 03/31/11 Totals $11,550,561.60 $14,533,341.66 Directors Nguyen, Nielsen, and Sidhu abstained from discussion and voting on all warrants pursuant to California Government Code Section 84308. 04/20/11 Minutes of Board Meeting Page 3 of 6 CONSENT CALENDAR: 2. MOVED, SECONDED, AND DULY CARRIED: Approve minutes for the Special Meeting, Board Members Orientation held on February 23, 2011. 3. MOVED, SECONDED, AND DULY CARRIED: Approve minutes for the Special Meeting Plant Tour held on March 16, 2011. 4. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes for the Regular Meeting held on March 23, 2011 . STEERING COMMITTEE: 5. MOVED, SECONDED, AND DULY CARRIED: Approve minutes of the March 23, 2011, Steering Committee meeting. OPERATIONS COMMITTEE: 6. MOVED, SECONDED, AND DULY CARRIED: Approve minutes of the April 6, 2011, Operations Committee meeting. 7. A. MOVED, SECONDED, AND DULY CARRIED: Approve a Sole Source Professional Design Services Agreement with RBF Consulting to provide field survey monitoring and construction staking services for the Santa Ana River Interceptor Inspection and Mitigation, Contract No. 2-41-7, for the period May 1, 2011 through June 30, 2013, for a total amount not to exceed $143,320; and, B. Approve a contingency of $28,664 (20%). 8. A. MOVED, SECONDED, AND DULY CARRIED: Approve renewal of contract with Terra Renewal, LLC. for Grit and Screening Material Removal, Specification No. S-2007-336, for the period June 13, 2011 through June 12, 2012, authorizing an additional amount of $59,675, increasing the total amount not to exceed $620,000; B. Approve one additional contract renewal option for the period June 13, 2012 through June 12, 2013, for a total annual amount not to exceed $620,000; and, C. Approve a contingency of $62,000 (10%). 04/20/11 Minutes of Board Meeting Page 4 of 6 9. A. MOVED, SECONDED, AND DULY CARRIED: Approve exceptions to Resolution No. OCSD 07-04, Section 5.04, authorizing the following: i. Approve an additional one-year extension to the Professional Design Services Agreements with AECOM; Carollo Engineers; Dudek; Infrastructure Engineering Corporation; Lee & Ro, Inc.; Pacific Advanced Civil Engineering, Inc.; ProjectLine Technical Services, Inc.; RBF Consulting; RMS Engineering & Design, Inc.; DLT&V Systems Engineering; Tran Consulting Engineers, Inc.; RMC Water & Environment; and Willdan and Associates, for Engineering Design Services (Job No. FE07-00) necessary in supporting Facilities Engineering Projects, commencing July 1, 2011; ii. Approve a maximum annual fiscal year contract limitation not to exceed $250,000 for each Agreement toward Facility Engineering Projects, with $50,000 for each Agreement specifically set aside for repair or minor modification projects to existing facilities, for a total amount not to exceed $3,250,000; and iii. Approve the use of the pre-approved list of Professional Design Consultants and the simplified proposal process under Section 5.04 of the Resolution for repair or minor modification projects to existing facilities, which are not incidental to the Orange County Sanitation District awarding a contract for Public Works. B. Authorize the General Manager to execute amendments to the Agreements consistent with the Board approvals herein. ADMINISTRATION COMMITTEE: 10. MOVED, SECONDED, AND DULY CARRIED: Approve minutes of the April 13, 2011, Administration Committee meeting. 11. Item was pulled by Staff. GWRS STEERING COMMITTEE: 12. MOVED, SECONDED, AND DULY CARRIED: Receive and file Minutes of the Joint Groundwater Replenishment System Steering Committee meeting held on March 14, 2011. 04/20/11 Minutes of Board Meeting Page 5 of 6 CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(b). The Board convened in closed session at 6:59 p.m. 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 Meetings. RECONVENE IN REGULAR SESSION: The Board reconvened in regular session at 7:38 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None ADJOURNMENT: The Chair declared the meeting adjourned at 7:40 p.m. until May 25, 2011 at 6:30 p.m. Lilia Kovac, CIVIC Associate Clerk of the Board 04/20/11 Minutes of Board Meeting Page 6 of 6 BOARD OF DIRECTORS Meeting Date To Bd. of Dir. 05/25/11 AGENDA REPORT Item Number Item N 4umber Orange County Sanitation District FROM: James D. Ruth, General Manager Bradley R. Hogin, General Counsel SUBJECT: CONFLICT OF INTEREST CODE GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 11-05, Adopting A Conflict of Interest Code Which Supersedes All Prior Conflict of Interest Codes And Amendments Previously Adopted. SUMMARY See attached General Counsel's memorandum dated May 16, 2010. PRIOR COMMITTEE/BOARD ACTIONS December 2010 — Board amended the Conflict of Interest Code ADDITIONAL INFORMATION None CEQA N/A ATTACHMENTS 1. General Counsel's Memorandum 2. Proposed Resolution No. OCSD 11-05 3. Conflict of Interest Code Page 1 of 1 kv VA WOODRUFF,SPRADLIN s SMART 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Board of Directors Orange County Sanitation District FROM: Bradley R. Hogin, Esq. DATE: May 16, 2011 RE: Revisions to Conflict Code This memo briefly discusses a revision to the Sanitation District's Conflict of Interests code that is necessary in order to obtain approval of the County of Orange ("County"). Pursuant to state law, the County is the code reviewing body for the Sanitation District's conflict code. The existing conflict code contains the following language: "For purposes of this Conflict of Interest Code, the term 'gift' shall not include gifts from sources that are located outside the Sanitation District's jurisdiction, do not do business within the Sanitation District's jurisdiction, do not plan to do so business within the Sanitation District's jurisdiction in the future, and have not done business within the jurisdiction during the prior five years." The County approved this language last year. Earlier this year, however, the County Clerk informed the Sanitation District that the she was not prepared to approve this limitation on the definition of"gift" again because, according to County Counsel, such a limitation is inconsistent with state law. The County Clerk sought guidance on this issue from the Fair Political Practices Commission("FPPC"). In a very cursory email response, the FPPC agreed with County Counsel's interpretation. While I disagree with that interpretation, the Sanitation District must defer to the County because the County ultimately has the authority to approve or disapprove of the Sanitation District's conflict code. Therefore, the Conflict Code has been amended to delete the above language. RESOLUTION NO. OCSD 11-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT Adopting A Conflict of Interest Code Which Supersedes All Prior Conflict of Interest Codes And Amendments Previously Adopted WHEREAS, the Political Reform Act of 1974, Government Code Section 81000 et. seq. ("the Act"), requires a local government agency to adopt a Conflict of Interest Code pursuant to the Act; and WHEREAS, the Orange County Sanitation District ("Sanitation District") has previously adopted a Conflict of Interest Code and that Code now requires updating; and WHEREAS, amendments to the Act have in the past and foreseeably will in the future require conforming amendments to be made to the Conflict of Interest Code; and WHEREAS, the Fair Political Practices Commission has adopted a regulation, 2 California Code of Regulations, Section 18730, which contains terms for a standard model Conflict of Interest Code, which, together with amendments thereto, may be adopted by public agencies and incorporated by reference to save public agencies time and money by minimizing the actions required of such agencies to keep their codes in conformity with the Political Reform Act. NOW THEREFORE, BE IT RESOLVED: Section 1. The terms of 2 California Code of Regulations, Section 18730, any amendments to it duly adopted by the Fair Political Practices Commission, and all additional guidance by the Fair Political Practices Commission, are hereby incorporated by reference and, together with Exhibits A and B in which members Pagel of 8 and employees are designated and disclosure categories are set forth, constitute the Conflict of Interest Code of the Orange County Sanitation District. Section 2. The provisions of all Conflict of Interest Codes and Amendments thereto previously adopted by the Orange County Sanitation District are hereby superseded. Section 3. The Filing Officer is hereby authorized to forward a copy of this Resolution to the Clerk of the Orange County Board of Supervisors for review and approval by the Orange County Board of Supervisors as required by California Government Code Section 87303. PASSED AND ADOPTED at a regular meeting held May 25, 2011. Chair, Orange County Sanitation District ATTEST: Clerk of the Board Page 2 of 8 2011 CONFLICT OF INTEREST CODE FOR THE ORANGE COUNTY SANITATION DISTRICT The Political Reform Act, Government Code Sections 81000, et seq., requires state and local government agencies to adopt and promulgate Conflict of Interest Codes. The Fair Political Practices Commission has adopted a regulation (2 Cal. Code of Regs. Section 87300) which contains the terms of a standard Conflict of Interest Code, which may be incorporated by reference in an agency's code. After public notice and hearing it may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations Section 18730, any amendments to it duly adopted by the Fair Political Practices Commission, and all additional guidance by the Fair Political Practices Commission, are hereby incorporated by reference. This regulation and the attached Exhibits designating officials and employees and establishing disclosure categories, shall constitute the Conflict of Interest Code of the Orange County Sanitation District. Designated employees shall file statements of economic interests with the Sanitation District's Clerk of the Board who will make the statements available for public inspection and reproduction (Government Code Section 82008). Upon receipt of the statements of the Orange County Sanitation District Board of Directors, General Manager, General Counsel, Assistant General Manager, Director of Engineering, Director of Finance & Administrative Services, Director of Operations and Maintenance, Director of Facilities Support Services, Director of Human Resources, and the Clerk of the Board, the Filing Officer shall make Page 3 of 8 and retain a copy and forward the original of these statements to the Clerk of the Orange County Board of Supervisors. Statements for all other designated employees will be retained by the Filing Officer. Page 4 of 8 EXHIBIT A ORANGE COUNTY SANITATION DISTRICT 2011 LIST OF DESIGNATED POSITIONS CONFLICT OF INTEREST CODE Disclosure Designated Positions Categories General Manager OC-01 General Counsel OC-01 Assistant General Manager OC-01 Director of Engineering OC-01 Director of Facilities Support Services OC-01 Director of Finance & Administrative Services OC-01 Director of Operations and Maintenance OC-02 Director of Human Resources OC-02 Clerk of the Board OC-02 Accounting Manager OC-02 Contracts and Purchasing Manager OC-08 Controller OC-02 Engineering Manager OC-02 Environmental Compliance & Regulatory Affairs Manager OC-02 Facilities Manager OC-02 Human Resources & Employee Relations Manager OC-11 Information Technology Manager OC-08 Information Technology Systems & Operations Manager OC-08 Public Information Manager OC-02 Environmental Laboratory & Ocean Monitoring Manager OC-02 Maintenance Manager OC-02 Operations Manager OC-02 Source Control Manager OC-02 Accounting Supervisor OC-02 Chief Plant Operator OC-02 Purchasing Supervisor OC-05 Contracts Supervisor OC-05 Construction Inspection Supervisor OC-02 Senior Construction Inspection Supervisor OC-02 Engineering Supervisor OC-02 Environmental Supervisor OC-29 Human Resources Supervisor OC-11 Page 5 of 8 EXHIBIT A ORANGE COUNTY SANITATION DISTRICT 2011 LIST OF DESIGNATED POSITIONS CONFLICT OF INTEREST CODE Laboratory Supervisor OC-21 Maintenance Supervisor OC-02 Materials Control Supervisor OC-02 Operations Supervisor OC-02 Safety & Health Supervisor OC-05 Source Control Supervisor OC-02 Principal Accountant OC-01 Principal Financial Analyst OC-12 Buyer OC-05 Senior Buyer OC-05 Capital Improvement Program Project Manager OC-01 Capital Improvement Program Project Management Supervisor OC-01 Construction Inspector OC-10 Senior Construction Inspector OC-10 Contracts Administrator OC-05 Senior Contracts Administrator OC-05 Principal Contracts Administrator OC-05 Senior Engineer OC-05 Regulatory Specialist OC-29 Risk Manager OC-12 Senior Scientist OC-21 Consultant OC-30 Page 6 of 8 EXHIBIT B ORANGE COUNTY SANITATION DISTRICT DISCLOSURE CATEGORIES 2011 CONFLICT OF INTEREST CODE Disclosure Category Disclosure Description OC-01 All interests in real property in Orange County or the District, as well as investments, business positions and sources of income (including gifts, loans and travel payments). OC-02 All investments, business positions and sources of income (including gifts, loans and travel payments). OC-05 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that provide services, supplies, materials, machinery, equipment (including training and consulting services) used by this department or District. OC-08 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that develop or provide computer hardware/software, voice data communications, or data processing goods, supplies, equipment, or services (including training and consulting services) used by the department or district. OC-10 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that are engaged in any real estate activity including, but not limited to real estate appraisal, development, construction, planning/architectural design, engineering, sales, brokerage, leasing, lending, insurance, rights of way, and/or studies; and/or property or facilities management/maintenance/custodial and utility services as used by the department or provides capital for the urchase of property used or sold by Orange County or the District. OC-11 All interests in real property in Orange County or located entirely or partly within district boundaries, as well as investments in, business positions with and income (including gifts, loans and travel payments) from sources that are engaged in the supply of equipment related to recruitment, employment search & marketing, classification, training, or negotiation with personnel; employee benefits, and health and welfare benefits. OC-12 All interests in real property in Orange County, as well as investments in, business positions with and income (including gifts, loans and travel payments) from sources that invest funds or engage in the business of insurance including, but not limited to insurance companies, carriers, holding companies, underwriters, brokers, solicitors, agents, adjusters, claims mangers and actuaries; from financial institutions including but not limited to, banks, savings & loan associations and credit unions or sources that have filed a claim, or have a claim pending, against Orange County. Page 7 of 8 EXHIBIT B ORANGE COUNTY SANITATION DISTRICT DISCLOSURE CATEGORIES 2011 CONFLICT OF INTEREST CODE Disclosure Category Disclosure Description OC-21 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that provide laboratory or chemical — related goods, supplies, equipment, or services (including training and consulting services). OC-29 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that are subject to inspection or regulation by the department. OC-30 Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest category in the code subject to the following limitation: The Department Head/Director/General Manager/Superintendent/etc. may determine that a particular consultant, although a "designated position," is hired to perform a range of duties that is limited in scope and thus is not required to fully comply with the disclosure requirements in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure required. The determination of disclosure is a public record and shall be filed with the Form 700 and retained by the Filing Officer for public inspection. Page 8 of 8 RESOLUTION NO. OCSD 11-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT Adopting A Conflict of Interest Code Which Supersedes All Prior Conflict of Interest Codes And Amendments Previously Adopted WHEREAS, the Political Reform Act of 1974, Government Code Section 81000 et. seq. ("the Act"), requires a local government agency to adopt a Conflict of Interest Code pursuant to the Act; and WHEREAS, the Orange County Sanitation District ("Sanitation District") has previously adopted a Conflict of Interest Code and that Code now requires updating; and WHEREAS, amendments to the Act have in the past and foreseeably will in the future require conforming amendments to be made to the Conflict of Interest Code; and WHEREAS, the Fair Political Practices Commission has adopted a regulation, 2 California Code of Regulations, Section 18730, which contains terms for a standard model Conflict of Interest Code, which, together with amendments thereto, may be adopted by public agencies and incorporated by reference to save public agencies time and money by minimizing the actions required of such agencies to keep their codes in conformity with the Political Reform Act. NOW THEREFORE, BE IT RESOLVED: Section 1. The terms of 2 California Code of Regulations, Section 18730, any amendments to it duly adopted by the Fair Political Practices Commission, and all additional guidance by the Fair Political Practices Commission, are hereby incorporated by reference and, together with Exhibits A and B in which members Page 1 of 8 and employees are designated and disclosure categories are set forth, constitute the Conflict of Interest Code of the Orange County Sanitation District. Section 2. The provisions of all Conflict of Interest Codes and Amendments thereto previously adopted by the Orange County Sanitation District are hereby superseded. Section 3. The Filing Officer is hereby authorized to forward a copy of this Resolution to the Clerk of the Orange County Board of Supervisors for review and approval by the Orange County Board of Supervisors as required by California Government Code Section 87303. PASSED AND ADOPTED at a regular meeting held May 25, 2011. 'g& 4 Chair, ange County Sanitation District ATTEST: t:�&' ykz�� r� •Clerk of the Board Page 2 of 8 2011 CONFLICT OF INTEREST CODE FOR THE ORANGE COUNTY SANITATION DISTRICT The Political Reform Act, Government Code Sections 81000, et seq., requires state and local government agencies to adopt and promulgate Conflict of Interest Codes. The Fair Political Practices Commission has adopted a regulation (2 Cal. Code of Regs. Section 87300) which contains the terms of a standard Conflict of Interest Code, which may be incorporated by reference in an agency's code. After public notice and hearing it may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations Section 18730, any amendments to it duly adopted by the Fair Political Practices Commission, and all additional guidance by the Fair Political Practices Commission, are hereby incorporated by reference. This regulation and the attached Exhibits designating officials and employees and establishing disclosure categories, shall constitute the Conflict of Interest Code of the Orange County Sanitation District. Designated employees shall file statements of economic interests with the Sanitation District's Clerk of the Board who will make the statements available for public inspection and reproduction (Government Code Section 82008). Upon receipt of the statements of the Orange County Sanitation District Board of Directors, General Manager, General Counsel, Assistant General Manager, Director of Engineering, Director of Finance &Administrative Services, Director of Operations and Maintenance, Director of Facilities Support Services, Director of Human Resources, and the Clerk of the Board, the Filing Officer shall make Page 3 of 8 and retain a copy and forward the original of these statements to the Clerk of the Orange County Board of Supervisors. Statements for all other designated employees will be retained by the Filing Officer. Page 4 of 8 EXHIBIT A ORANGE COUNTY SANITATION DISTRICT 2011 LIST OF DESIGNATED POSITIONS CONFLICT OF INTEREST CODE Disclosure Designated Positions Categories General Manager OC-01 General Counsel OC-01 Assistant General Manager OC-01 Director of Engineering OC-01 Director of Facilities Support Services OC-01 Director of Finance &Administrative Services OC-01 Director of Operations and Maintenance OC-02 Director of Human Resources OC-02 Clerk of the Board OC-02 Accounting Manager OC-02 Contracts and Purchasing Manager OC-08 Controller OC-02 Engineering Manager OC-02 Environmental Compliance & Regulatory Affairs Manager OC-02 Facilities Manager OC-02 Human Resources & Employee Relations Manager OC-11 Information Technology Manager OC-08 Information Technology Systems & Operations Manager OC-08 Public Information Manager OC-02 Environmental Laboratory & Ocean Monitoring Manager OC-02 Maintenance Manager OC-02 Operations Manager OC-02 Source Control Manager OC-02 Accounting Supervisor OC-02 Chief Plant Operator OC-02 Purchasing Supervisor OC-05 Contracts Supervisor OC-05 Construction Inspection Supervisor OC-02 Senior Construction Inspection Supervisor OC-02 Engineering Supervisor OC-02 Environmental Supervisor OC-29 Human Resources Supervisor OC-11 Page 5 of 8 EXHIBIT A ORANGE COUNTY SANITATION DISTRICT 2011 LIST OF DESIGNATED POSITIONS CONFLICT OF INTEREST CODE Laboratory Supervisor OC-21 Maintenance Supervisor OC-02 Materials Control Supervisor OC-02 Operations Supervisor OC-02 Safety & Health Supervisor OC-05 Source Control Supervisor OC-02 Principal Accountant OC-01 Principal Financial Analyst OC-12 Buyer OC-05 Senior Buyer OC-05 Capital Improvement Program Project Manager OC-01 Capital Improvement Program Project Management Supervisor OC-01 Construction Inspector OC-10 Senior Construction Inspector OC-10 Contracts Administrator OC-05 Senior Contracts Administrator OC-05 Principal Contracts Administrator OC-05 Senior Engineer OC-05 Regulatory Specialist OC-29 Risk Manager OC-12 Senior Scientist OC-21 Consultant OC-30 Page 6 of 8 EXHIBIT B ORANGE COUNTY SANITATION DISTRICT DISCLOSURE CATEGORIES 2011 CONFLICT OF INTEREST CODE Disclosure Category Disclosure Description OC-01 All interests in real property in Orange County or the District, as well as investments, business positions and sources of income (including gifts, loans and travel payments). OC-02 All investments, business positions and sources of income (including gifts, loans and travel payments). OC-05 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that provide services, supplies, materials, machinery, equipment (including training and consulting services) used by this department or District. OC-08 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that develop or provide computer hardware/software, voice data communications, or data processing goods, supplies, equipment, or services (including training and consulting services) used by the department or district. OC-10 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that are engaged in any real estate activity including, but not limited to real estate appraisal, development, construction, planning/architectural design, engineering, sales, brokerage, leasing, lending, insurance, rights of way, and/or studies; and/or property or facilities management/maintenance/custodial and utility services as used by the department or provides capital for the purchase of property used or sold by Orange County or the District. OC-11 All interests in real property in Orange County or located entirely or partly within district boundaries, as well as investments in, business positions with and income (including gifts, loans and travel payments) from sources that are engaged in the supply of equipment related to recruitment, employment search & marketing, classification, training, or negotiation withpersonnel; employee benefits, and health and welfare benefits. OC-12 All interests in real property in Orange County, as well as investments in, business positions with and income (including gifts, loans and travel payments) from sources that invest funds or engage in the business of insurance including, but not limited to insurance companies, carriers, holding companies, underwriters, brokers, solicitors, agents, adjusters, claims mangers and actuaries; from financial institutions including but not limited to, banks, savings & loan associations and credit unions or sources that have filed a claim, or have a claim pending, against Orange County. Page 7 of 8 EXHIBIT B ORANGE COUNTY SANITATION DISTRICT DISCLOSURE CATEGORIES 2011 CONFLICT OF INTEREST CODE Disclosure Category Disclosure Description OC-21 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that provide laboratory or chemical — related goods, supplies, equipment, or services (including training and consulting services). OC-29 All investments in, business positions with and income (including gifts, loans and travel payments) from sources that are subject to inspection or re ulation by the department. OC-30 Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest category in the code subject to the following limitation: The Department Head/Director/General Manager/Superintendent/etc. may determine that a particular consultant, although a "designated position," is hired to perform a range of duties that is limited in scope and thus is not required to fully comply with the disclosure requirements in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure required. The determination of disclosure is a public record and shall be filed with the Form 700 and retained by the Filing Officer for public inspection. Page 8 of 8 BOARD OF DIRECTORS Meeting Date To Bd. of Dir. 05/25/11 AGENDA REPORT Item Number Item Number 5 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Originator: Jim Herberg, Assistant General Manager Project Manager: Jim Burror, Engineering Supervisor SUBJECT: 2011-14 SPONSORSHIP OF THE CENTER FOR DEMOGRAPHIC RESEARCH GENERAL MANAGER'S RECOMMENDATION Approve a three-year Memorandum of Understanding with California State University, Fullerton Auxiliary Services Corporation for Continued Operation of the Center for Demographic Research, for the period July 1, 2011 through June 30, 2014, for a total amount not to exceed $235,642. SUMMARY The Center for Demographic Research (CDR), located at California State University Fullerton, develops demographic and related information for Orange County. Since 1996, CDR has been supported by sponsoring agencies, including the Orange County Sanitation District (Sanitation District). The Sanitation District uses CDR information to develop flow projections, to project revenues from connection fees, and to assess capacity needs for sewer conveyance and treatment facilities. This Memorandum of Understanding covers the three-year period required to update the CDR population projection model used by the Sanitation District to update flow projections and estimated revenues from connection fees. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION The Center for Demographic Research produces core demographic products such as the "Orange County Progress Report," "Orange County Projections" and census, and employment data by traffic analysis zone (TAZ). Recognizing the importance of local area expertise in developing demographic projections and associated products, a number of agencies sponsor CDR: the County of Orange, the Orange County Transportation Authority, the Orange County Local Agency Formation Commission, the Southern California Association of Governments (SCAG), the Orange County Council of Governments, the Sanitation District, the Transportation Corridor Agencies, the Municipal Water District of Orange County, and the Orange County Water District. Page 1 of 2 Respective fees shall be as follows for the following fiscal year: 2011-2012 2012-2013 2013-2014 TOTALS Orange County Transportation Authority $ 77,238 $ 78,487 $ 79,917 $ 235,642 Orange County Council of Governments 77,238 78,487 79,917 235,642 County of Orange 77,238 78,487 79,917 235,642 Orange County Sanitation District 77,238 78,487 79,917 235,642 Transportation Corridor Agencies 77,238 78,487 79,917 235,642 Municipal Water District of Orange 38,619 39,243 39,959 117,821 County Orange County Water District 38,619 39,243 39,959 117,821 Southern California Association of 77,238 78,487 79,917 235,642 Governments Orange County Local Agency Formation 15,000 15,000 15,000 45,000 Commission TOTALS $555,666 $564,408 $574,420 $1,694,494 The 2011 to 2014 Memorandum of Understanding established the Sanitation District sponsorship fees at $77,238 for 2011-12, $78,487 for 2012-13, and $79,917 for 2013-14. CEQA The project is statutorily exempt under Section 15262, Feasibility and Planning Studies. The project involves only feasibility or planning studies for possible future actions which the agency, board, or commission has not approved, adopted, or funded. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted within the Operational Budget of Division 740 under memberships. (Line item: Section 6, Page 56). Date of Approval Contract Amount Continaencv 05/25/11 $235,642 N/A JB:sa:gc Page 2 of 2 BOARD OF DIRECTORS Meeting Date To Bd. of Dir. 05/25/11 AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Hardat Khublall, CIP Project Manager SUBJECT: GISLER-REDHILL SYSTEM IMPROVEMENTS, REACH B, CONTRACT No. 7-37 GENERAL MANAGER'S RECOMMENDATION A. Approve Reimbursement Agreement with the City of Irvine for the construction of a portion of the Orange County Sanitation District's Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, for an amount not to exceed $150,000 to be paid to the City of Irvine, in a form approved by General Counsel; B. Approve Reimbursement Agreement with the City of Tustin for the construction of a portion of the Orange County Sanitation District's Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, for an amount not to exceed $225,000 to be paid to the City of Tustin, in a form approved by General Counsel; and, C. Approve a Reimbursement Agreement with the City of Tustin for conducting sewer repairs for the Newport Avenue/SR55 Northbound Ramp Reconfiguration Project, for an amount not to exceed $55,000 to be paid to the Orange County Sanitation District, in a form approved by General Counsel. SUMMARY The City of Irvine is constructing the Barranca/Dyer/Redhill Intersection Improvement (CIP 327030) Project located along Redhill Avenue in the Cities of Irvine and Santa Ana. Adjacent to the City of Irvine's project, the City of Tustin is also constructing its Annual Roadway and Public Infrastructure Maintenance Project located at Redhill Avenue between Barranca Parkway and Valencia Avenue. The Orange County Sanitation District (Sanitation District) is also currently designing the Gisler-Redhill System Improvements, Reach B, Project located within the both City projects limits. The proposed Reimbursement Agreement with the City of Irvine provides that the City of Irvine's contractor for the Barra nca/Dyer/Redhill Intersection Improvement Project will also construct a portion of the Sanitation District's Gisler-Redhill System Improvements. Reach B, Sewer Project simultaneously. Performing the work in this manner will minimize public impact and save costs. DW-102 Board AR, Rev 10/04/10 Page 1 of 3 The City of Tustin has also requested the Sanitation District conduct repairs to the City's sewer lines on its Newport Avenue/SR55 Northbound Ramp Reconfiguration Project located in Newport Avenue in the City of Tustin. The proposed Reimbursement Agreement with the City of Tustin provides that the City of Tustin's contractor for its Annual Roadway and Public Infrastructure Maintenance Project will also construct a portion of the Sanitation District's Gisler-Redhill System Improvements, Reach B, Sewer Project simultaneously. The Sanitation District will also retain a contractor to perform repairs to City of Tustin Newport Avenue/SR55 Northbound Ramp Reconfiguration Project. Performing the work in this manner will also minimize public impacts and save costs. The Sanitation District will reimburse the City of Irvine for an amount not to exceed $150,000 to cover construction and administrative costs, as well as any change orders associated with the Sanitation District's Sewer Project. The Sanitation District will also reimburse the City of Tustin for an amount not to exceed $225,000 to cover construction and administrative costs, as well as any change orders associated with the Sanitation District's Sewer Project. The City of Tustin will reimburse the Sanitation District an amount not to exceed $55,000 to cover construction and administrative costs, as well as any change orders associated with the City's sewer repair project. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Upon completion of the street improvement projects in both the Cities of Irvine and Tustin, a street pavement moratorium will be implemented preventing the Sanitation District from performing sewer improvements involving pavement excavation. Performing the Sanitation District's sewer repairs now, utilizing the City's contractor will save costs and minimize road closures. The Cities of Irvine and Tustin have agreed to issue change orders and have their contractor construct the Sanitation District's facilities. In mutual cooperation, the Sanitation District has agreed to conduct repairs to the City of Tustin sewer. CEQA This project was included in the 1999 Strategic Plan Program EIR, certified on October 27, 1999. A Notice of Determination was filed on October 29, 1999. DW-102 Board AR, Rev 10/04/10 Page 2 of 3 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted. (Line item: FY 2010/2011 Budget Update Section 8, Page 32). Date of Approval Contract Amount Contingency 05/25/11 $ 150,000 05/25/11 $ 225,000 05/25/11 $ 55,000 JH:DF:el:gc DW-102 Board AR, Rev 10/04/10 Page 3 of 3 REIMBURSEMENT AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND CITY OF TUSTIN FOR THE GISLER RED HILL SYSTEM IMPROVEMENTS AND NEWPORT/SR 55 RAMP RECONFIGURATION PROJECT IN THE CITY OF TUSTIN OCSD CONTRACT No. 7-37 CITY OF TUSTIN CIP PROJECT NO. 70130 THIS REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into on this 7th day of ,Tune , 2011, by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, hereinafter referred to as ("OCSD"); AND CITY OF TUSTIN, a municipal corporation, hereinafter referred to as ("City"). OCSD and City are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." WHEREAS, OCSD is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700 et seq., providing for the ownership, operation, and maintenance of wastewater collection,treatment, and disposal facilities within Orange County, California; and WHEREAS, the City is a municipal corporation duly organized and validly existing under the laws of the State of California; and WHEREAS, OCSD is constructing the Gisler-Redhill System Improvements Reach B, City of Tustin Manhole Rehabilitation project ("OCSD Project") located in Red Hill Avenue, in the City of Tustin; and WHEREAS, the City is constructing its Annual Roadway and Public Infrastructure Maintenance Project ("City Project"), a portion of which is located along Red Hill Avenue in the City of Tustin ("City's Project Area"); WHEREAS, the OCSD Project (see attached Exhibit A) is within the City's Project Area; WHEREAS, the City has already engaged the services of a contractor for the construction of the City Project. 768987.2 WHEREAS, OCSD and City desire to perform the OCSD Project and City Project in a manner that minimizes the impacts to the environment, the public and surrounding community; and WHEREAS, the City desires to have OCSD repair City-constructed sewer lines under Tustin's Newport Avenue/SR 55 Northbound Ramp Reconfiguration Project, located in Newport Avenue and Valencia Avenue in the vicinity of the northbound SR- 55 ramp ("Sewer Repair"); and WHEREAS, the Parties desire to enter into this Reimbursement Agreement to memorialize the duties and obligations of each respective Party for the completion of the OCSD Project, the City Project and the Sewer Repair. NOW THEREFORE, based on the Recitals and the mutual covenants and promises herein, the City and OCSD agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. Section 2: Elements of Agreement. OCSD and City shall work cooperatively together so the OCSD Project, the City Project, and the Sewer Repair can be constructed in a manner that minimizes the costs and impacts to the public. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: City's Specific Obligation Relating to OCSD Project. A. Upon OCSD's authorization, the City will have its contractor proceed with the OCSD Project. B. City shall be responsible for administering the construction contract and the construction of the OCSD Project and the City Project. C. City shall be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) for all activities associated with City Project and City shall be the Lead Agency for purposes of CEQA. D. City shall require a one-year warranty on the OCSD Project from its construction contractor, and the portion which covers the OCSD Project shall be assigned to OCSD upon City's transfer of OCSD's Project. Such warranty shall comply with the City's General Provisions Section 2-4 "Contract Bonds" (see attached Exhibit B). E. City shall promptly inform OCSD during the course of construction of any proposed change orders to the construction contract that affect the OCSD Project. Copies of proposed change orders affecting OCSD will be provided to OCSD within five (5) working days of submission to City. All change orders shall be subject to OCSD's 768987.2 approval if, and to the extent, OCSD's Improvements are affected thereby. OCSD agrees not to unreasonably withhold its approval to such change orders. F. City shall furnish and deliver to OCSD all as-built redlined Contractor's plans of OCSD Project and copies of any additional project-related documents requested by OCSD at no cost to OCSD. Section 4: OCSD's Specific Obligations Relating to OCSD Project. A. OCSD shall (i) be responsible for the design and preparation of the plans and specifications for the OCSD Project; (ii) obtain City's approval of the plans and specifications for the OCSD Project; and (iii) obtain all required permits for the construction of the OCSD Project and easements related thereto. B. OCSD shall be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) for all activities associated with the OCSD Improvements and OCSD shall be the Lead Agency for purposes of CEQA. C. Upon completion and acceptance of OCSD's Project by OCSD, OCSD will reimburse the City for all costs and expenses for the construction of the OCSD Project in an amount not-to-exceed two hundred twenty-five thousand dollars ($225,000) (the "OCSD Project Cost Cap"), which includes, a four percent (4%) administration fee to cover City staff time. OCSD's reimbursement of costs shall not include costs and services for the design and construction of City's Project. D. OCSD shall pay the City within 30 days after receiving a detailed invoice from the City. E. OCSD shall have the sole and absolute discretion to approve all aspects of the design and construction of the OCSD Project, as well as construction change orders related thereto, provided that OCSD agrees not to unreasonably withhold its approval of change orders. OCSD shall assign a Resident Engineer to oversee change orders, if any. F. OCSD shall provide construction inspection and support services for the OCSD Project. OCSD shall inspect construction of the OCSD Project as it deems necessary to assure compliance with the approved Plans and Specifications, including shop drawing review, requests for information and clarifications, material inspection, surveying, geotechnical testing and recommendations, specialty inspections, permit compliance, construction meetings, and design changes thereof. OCSD shall promptly notify City if any portion of the work appears not to conform to the Plans and Specifications, and shall work with the City on all items associated with the OCSD Project's construction. G. OCSD shall prepare its own Record Drawings. 768987.2 Section 5: OCSD's Specific Obligation Relating to the Sewer Repair. A. At the request of the City, OCSD will obtain quotes from at least three contractors to complete the Sewer Repair. OCSD will review the lowest quote OCSD receives for the Sewer Repair with City staff and provide City staff an opportunity to authorize OCSD to proceed with the Sewer Repair utilizing the lowest responsible bidder. Upon the City's authorization, OCSD will have its contractor proceed with Sewer Repair. B. OCSD shall be responsible for administering the contract for the Sewer Repair. C. OCSD shall require a one-year warranty on the Sewer Repair from its contractor, which warranty shall be assigned to City upon OCSD's transfer of Sewer Repair. Such warranty shall comply with the City's General Provisions Section 2-4 "Contract Bonds." (See Exhibit B.) D. OCSD shall promptly inform the City during the course of the Sewer Repair of any proposed change orders to the repair contract. Copies of proposed change orders affecting the City will be provided to the City within five (5) working days of submission to OCSD. All change orders shall be subject to the City's approval. The City agrees not to unreasonably withhold its approval to such change orders. E. OCSD shall provide construction inspection and support services for the Sewer Repair. OCSD shall inspect construction of the Sewer Repair as it deems necessary to assure compliance with the approved Plans and Specifications, including shop drawing review, requests for information and clarifications, material inspection, surveying, geotechnical testing and recommendations, specialty inspections, permit compliance, construction meetings, and design changes thereof. OCSD shall promptly notify City if any portion of the work appears not to conform to the Plans and Specifications, and shall work with the City on all items associated with the Sewer Repair. F. OCSD shall furnish and deliver to the City all as-built redlined Contractor's plans for the Sewer Repair and any additional project-related documents requested by the City at no additional cost to the City. Section 6: The City's Specific Obligations Relating to the Sewer Repair. A. The City shall (i) be responsible for the design and preparation of the plans and specifications for the Sewer Repair; and (ii) obtain all required permits for the Sewer Repair and easements related thereto. B. Upon completion and acceptance of Sewer Repair by the City, the City will reimburse OCSD for all costs and expenses for the Sewer Repair in an amount not- 768987.2 to-exceed one hundred thousand dollars ($100,000) (the "Sewer Repair Cost Cap"), which includes, a four percent (4%) administration fee to cover OCSD staff time. C. OCSD shall promptly inform City during the course of construction of any proposed change orders to the construction contract that affect the Sewer Repair. Copies of proposed change orders affecting City will be provided to City within five (5) working days of submission to OCSD. All change orders shall be subject to City's approval. City agrees not to unreasonably withhold its approval to such change orders. D. The City shall pay OCSD within 30 days after receiving a detailed invoice from the OCSD. E. The City shall oversee the Sewer Repair work as it deems necessary. The City shall promptly notify OCSD if any portion of the Sewer Repair work appears not to be in conformance with the applicable plans and specifications. Section 7: Indemnification. A. City shall indemnify, defend and hold OCSD, its elected and appointed officials, its officers, agents, employees, and consultants harmless from any and all actions, suits, claims, liability or expense for death, injury, loss, or damage to persons or property (collectively "Claims") which may arise or is claimed to have arisen as a result of any act performed by City, its officers, agents, employees or consultants, with respect to the construction or undertaking of the OCSD Project, the Sewer Repair, and/or City Project, save and except in those instances where such Claims are solely caused by any act, omission, or negligence of OCSD, its officers, agents, employees or consultants. B. OCSD shall indemnify, defend and hold City, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all Claims which may arise or is claimed to have arisen as a result of any act performed by OCSD, its officers, agents, employees or consultants, with respect to the construction or undertaking of the OCSD Project or the Sewer Repair and/or City Project, as a result of or in connection with the maintenance and operation of the OCSD Project or the Sewer Repair, save and except in those instances where such Claims are solely caused by any act, omission or negligence of City, its officers, agents, employees or consultants. Section 8: Insurance. The Parties shall require their respective contractors to maintain insurance policies in compliance with the City's General Provisions Section 7-3 "Liability Insurance" (see Exhibit C.) during all times of the construction projects. Both parties shall be named as additional insureds on each liability insurance policy. Neither party shall allow its contractor or subcontractor(s)to commence the work covered by this Reimbursement Agreement until such insurance is obtained in accordance with the requirements of this section. 768987.2 Section 9: Term. This Agreement shall commence on the above written date, and be in full force and effect until the specified obligations of both Parties have been fulfilled or the Agreement is terminated as set forth herein. Section 10: Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of. (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: To OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clerk of the Board Facsimile: (714) 962-5018 To CITY: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Director of Public Works/City Engineer Facsimile: (714) 734-8991 Section 11: 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 12: No Third Party Beneficiaries. This Agreement is entered into by and for the OCSD and the City, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 13: Force Majeure. Except for the payment of money, neither Party shall be liable for any 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 any law, order, or requirement of any governmental agency or authority. 768987.2 Section 14: Governing Law. This Agreement shall be governed by the laws of the State of California. Section 15: 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, and supersedes the Letter of Intent previously entered into by the Parties. Section 16: Waiver. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. Section 17: Modification. Alteration, change, or modification of this Agreement shall be in the form of a written amendment, which shall be signed by both Parties. Section 18: 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 19: Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS REIMBURSEMENT AGREEMENT the day and year described herein. ORANGE COUNTY SANITATION DISTRICT By " , Z, J' Ruth, General Manager APPROVED AS TO FORM: SPECIAL COUNSEL By L� M. Katherine Jenson, Rutan& Tucker, LLP 768987.2 CITY OF TUSTIN By Am te, ayor AT ST: By i` amela Stoker, City Clerk APPROVED AS TO FORM By -�L I A- Q,ouUggk1as"R. Holland, City Att me 768987.2 00 00 00 2 2 4 GARVEGIE AVE I I ", v. ,I gHGim RED HILL AVE WARNER AVE ---777777777�dPM= ---�-gr -------- -- --- --------- ------- - - --—-—-- ------------------------ -— ---- --------------------- 2 RED HILL AVE I It JF NTS ORANGE COUNTY SANITATION DISTRIC EXHIBITA i 1012 1 a 5 6 a, II t 00 -t t 00 N ! , , •ueati.«_(per qua m�°o+`" --_ =- az-"-A�—=vF=�"•"" ":�rt-�' '�- " tM'"'-� =.saw �_�---�;,;,.� :r-.�'"1� .�:_..-_..•_'- ...,._--^--T`""__..._ �_-- _s y�=��--��==�]�'4�'r'='. _ • HILLAVE y t SM AVE }jlie - _r + ! __ _ , i � CPC�� =r�"�"�- Iry r-= --'` ie•. _ _::�=_r_^�a�2==JGn..�ri�--==__-- �5'�c"'� __- -- _=- 3T — �:L�-=-��•-.. - � - �T'-riur�f+�a---..._-.-�;�1MOJ,�rq-_-----�- �^' __....._ _.a.- Y� =- -- s-- p`EpHILLAVE [[f}a T^ NT$ i� F i! �,a+epHurnuw ORANGE COUNN ExH1SIT A kggNITATION DISTRICT s cx �i EXHIBIT B 2-4 CONTRACT BONDS Both the Faithful Performance Bond and the Labor and Materials Payment Bond shall each be for not less than one hundred percent(10011/6)of the total contract amount. Bonds shall be of the form attached to Section C and secured from a surety company duly authorized to issue such bonds in the State of California and shall be subject to the approval and acceptance of the City Council and City Attorney. The Labor and Materials Payment Bond and the Faithful Performance Bond shall remain in force until one (1) year after the date of recordation of the Notice of Completion. Additionally, the Contractor shall concurrently submit, with the bonds, a certified copy of the most recent Certificate of Authority issued to the bonding company by the California Insurance Commissioner. 768997.2 EXHIBIT C 7-3 LIABILITY INSURANCE Public Liability and Pro a Damages. Contractor shall take out and maintain during the life of the contract, commercial general liability, automobile liability and workers compensation insurance. The amount of the commercial general liability and automobile insurance shall not be less than the following: Single limit coverage applying to bodily and personal injury liability and property damage: $2,000.000.00. The following insurer endorsements are required if not part of the policy: 1. The City of Tustin, its elective and appointive boards, officers, agents and employees named as additional insureds in the policy as to the work being performed under the contract; t 2. The coverage is primary and no other insurance carried by the City of Tustin will be ! called upon to contribute to a loss under this coverage; I 3. The policy covers blanket contractual liability; 4. The policy limits or liability are provided on an occurrence basis; I 5. The policy covers broad form property damage liability; ` 6. The policy covers personal injury as well as bodily injury liability; 4 7. The policy covers explosion,collapse,and underground hazards; S. The policy covers products and completed operations; 9. The policy covers use of non-owner automobiles;and 10. The coverage shall not be cancelled or terminated unless thirty (30) days written notice is given to the City of Tustin. 11. Insurers shall be authorized to do business in the State by the Department of Insurance and shall meet the following qualifications: A.M. Best's Key Rating of Grade A and Class VII (seven) (if an Admitted Insurer),and Grade A-or better and Class X(ten)or better(if offered by a Surplus Line Broker), is acceptable. Workers' compensation insurance rated Grade B-or better and Class VII (seven)or better, or offered by the State Compensation Fund,is acceptable. 12. The worker's compensation and employer's liability insurance policies shall contain a waiver of subrogation in favor of the City. Contractor shall provide to the City within ten (10) working days after the date of notice of award of the contract evidence of the aforementioned insurance with insurer endorsements, which must meet the requirements of this Article. An Acord Certificate will be accepted solely MA as evidence of the name of the insurers and the amounts of insurance, Failure to comply with these requirements will result in annulment of the award, forfeiture of the proposal guarantee,and the City will pursue award to the next qualified responsive bidder. Contractor is advised that insurance requirements are non-negotiable and City will not consider waiving insurance requirements. There are no exceptions. 768987.2 DUPLICATE REIMBURSEMENT AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT (OCSD) AND CITY OF IRVINE FOR THE GISLER REDHILL SYSTEM IMPROVEMENTS IN THE CITY OF IRVINE. OCSD Contract No. 7-37 THIS REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into on this zest day of ru�'E , 2011, by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, hereinafter referred to as ("OCSD"); AND CITY OF IRVINE, a municipal corporation, hereinafter referred to as ("City"). OCSD and City are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." WHEREAS, the Orange County Sanitation District ("OCSD") is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700 et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; and WHEREAS, the City of Irvine ("City") is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City; and WHEREAS, OCSD is constructing the Gisler-Redhill System Improvements Reach B, City of Irvine Manhole Rehabilitation project ("OCSD Project") located in Redhill Avenue, in the City of Irvine; and WHEREAS, the City is constructing the Barranca/Dyer/Redhill Intersection Improvement (CIP 327030) project ("City Project") located at/in Cities of Irvine, Tustin and Santa Ana ("City's Project Area"); WHEREAS, OCSD's Project(see attached Exhibit A) is within the City's Project Area; WHEREAS,the City has already engaged the services of a contractor for the construction of the City's Project. 7691861 WHEREAS, OCSD and City desire to perform OCSD's Project and City's Project in a manner that minimizes the impacts to the environment, the public and surrounding community; and WHEREAS, the Parties desire to enter into this Reimbursement Agreement to memorialize the duties and obligations of each respective Party for the completion of the OCSD Project and the City Project. NOW THEREFORE, based on the Recitals and the mutual covenants and promises herein, the City and OCSD agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. Section 2: Elements of Agreement. OCSD and City shall work cooperatively together so the OCSD Project and City Project can be constructed in a manner that minimizes the costs and impacts to the public. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: CitsSpecific Obligation A. Upon OCSD's authorization, the City will have its contractor, for the City Project, perform OCSD's Project. B. Upon OCSD's authorization, City shall be responsible for administering the construction contract and the construction work for the OCSD Project and the City Project. C. City shall be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) for all activities associated City Project and City shall be the Lead Agency for purposes of CEQA and, in such capacity, shall conduct such environmental review (whether by Environmental Impact Report, Mitigated Negative Declaration, Negative Declaration, or Notice of Exemption) as CEQA may require. City shall supply to OCSD a copy of the City-approved environmental review document. D. If City is authorized to perform the OCSD Project, City shall require a one-year warranty on the OCSD Project from its construction contractor, and the portion of which covers the OCSD Project shall be assigned to OCSD upon City's transfer of OCSD's Project. Such warranty shall read as set forth in City's standard provisions section "6-8.4 Guarantees", as modified by special provisions to include the following: "Contractor's warranty shall continue, including for purposes of Section 6-8.4, 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 Agency or its assigns of the corrected work." 769186.1 "Contractor agrees that this warranty and guarantee shall be freely assignable to the Orange County Sanitation District without any further notice to or consent from Contractor. All guarantees and warranties, expressed or implied shall inure to the benefit of Agency and its assigns and Contractor during the performance of the work. Upon final completion of the work, such guarantees and warranties shall inure to the benefit of Agency and its assigns." E. If City is authorized to perform the OCSD Project, City shall promptly inform OCSD during the course of construction of any proposed change orders to the construction contract that affect the OCSD Project. Copies of proposed change orders affecting OCSD will be provided to OCSD within five (5) working days of submission to City. All change orders shall be subject to OCSD's approval if, and to the extent, OCSD's Improvements are affected thereby. OCSD agrees not to unreasonably withhold its approval to such change orders. F. City shall furnish and deliver to OCSD all Record Drawings of OCSD Project and any additional project-related documents requested by OCSD at no cost to OCSD. Section 4: OCSD's Specific Obligations. A. OCSD shall (i) be responsible for the design and preparation of the plans and specifications for the OCSD Project; (ii) obtain City of Irvine's approval of its plans and specifications; and (iii) obtain all required permits for the construction of the OCSD Project and easements related thereto. B. OCSD shall be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) for all activities associated with the OCSD Improvements and OCSD shall be the Lead Agency for purposes of CEQA and, in such capacity, shall conduct such environmental review (whether by Environmental Impact Report, Mitigated Negative Declaration, Negative Declaration, or Notice of Exemption) as CEQA may require. OCSD Improvements were included in its 1999 Strategic Plan Program EIR, Certified on October 27, 1999. A Notice of Determination was filed on October 29, 1999. OCSD shall supply to City a copy of the OCSD-approved environmental review document. C. Upon completion and acceptance of OCSD's Project by OCSD, OCSD will reimburse the City for all costs and expenses for the construction of OCSD's Project for a total estimated amount not-to-exceed one hundred fifty thousand dollars ($150,000), which includes, a four percent (4%) administration fee to cover City staff time; however, the amount to be reimbursed by OCSD shall be based on the actual costs of construction of OCSD's Project. If OCSD's obligation to reimburse the City for OCSD's Project exceeds one hundred fifty thousand dollars ($150,000), the City shall not be responsible for bearing the cost for construction of OCSD's Project. The City agrees to notify OCSD at the earliest opportunity and within reasonable time for OCSD to obtain approval by its Board of Directors if OCSD's share is expected to exceed one hundred fifty thousand dollars ($150,000) anytime during the project. If reimbursement over and above one hundred fifty thousand dollars ($150,000) is requested by City, OCSD staff will request approval from OCSD's Board of Directors to increase the maximum reimbursement amount. In the event the cost to construct OCSD's Project exceeds one 769186.1 hundred fifty thousand dollars ($150,000) and OCSD's Board of Directors fails to approve an increase in the maximum reimbursement amount, OCSD will be responsible for taking whatever action is necessary to complete the OCSD Project in a timely manner so as to avoid interference with the City's completion of the City Project. Notwithstanding the forgoing, if the $150,000 cost is exceeded and OCSD fails to increase the maximum reimbursement amount or initiate completion of the OCSD Project within 30 days (continuously work thereon until completion) of notice provided by City to OCSD that such amount will be exceeded, the City shall have the right to take reasonable action, including but not limited to, discontinuing and securing the OCSD Project in order to prevent interference to the City's Project. OCSD's reimbursement of costs shall not include costs and services for the design and construction of City's Project. D. OCSD shall pay the City within 30 days after receiving a reasonably detailed invoice from the City. E. OCSD shall have the sole and absolute discretion to approve all aspects of the design and construction of OCSD's Project, as well as construction change orders related thereto. OCSD shall assign a Resident Engineer to oversee change orders, if any. F. OCSD shall provide construction inspection and support services for OCSD's Project. OCSD shall inspect construction of the OCSD's Project as it deems necessary to assure compliance with the approved Plans and Specifications, including shop drawing review, requests for information and clarifications, material inspection, surveying, geotechnical testing and recommendations, specialty inspections, permit compliance, construction meetings, and design changes thereof. OCSD shall promptly notify City if any portion of the work appears not to conform to the Plans and Specifications, and shall work with the City on all items associated with the OCSD Project's construction. G. OCSD shall prepare its own Record Drawings. H. City shall furnish and deliver to OCSD all as-built redlined Contractor's plans of the OCSD Project and any additional project-related documents requested by OCSD. Section 5: Indemnification. A. City shall indemnify, defend and hold OCSD, its officers, agents, employees, and consultants harmless from any and all actions, suits, claims, liability or expense for death, injury, loss, or damage to persons or property which may arise or is claimed to have arisen during or out of construction of the OCSD Project and/or City Project, as a result of any work or action performed by or on behalf of City, its officers, agents, employees or consultants, save and except in those instances where such expense, liability or claim is caused by any act, omission, or negligence of OCSD, its officers, agents, employees or consultants. B. OCSD shall indemnify, defend and hold City, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability or expense for death, injury, loss or damage to persons or property which may arise or is claimed to have arisen as a result of any act performed by OCSD, its officers, agents, employees 769186.1 or consultants, with respect to the construction of the OCSD Project, as a result of or in connection with the maintenance and operation of the OCSD Project, save and except in those instances where such expense, liability or claim is caused by any act, omission or negligence of City, its officers, agents, employees or consultants. Section 6: Insurance. City shall require the construction contractor to maintain insurance policies in the amounts stated in City's standard provisions section 7-3.1.1 during all times of the construction project. City shall not allow contractor or subcontractor(s) to commence work on the OCSD Project until such insurance is obtained in accordance with the requirements of this section. City shall require that insurers be admitted carriers and authorized to transact business in the State of California and that insurers have an "A- ', or better, Policyholder's Rating, and a Financial Rating of at least Class VII, or better, in accordance with the most current A.M. Best Rating Guide, unless otherwise approved by the City in writing. City shall include a provision in its contract with contractor that City may require contractor to substitute any insurer whose rating drops below the levels herein specified and that the substitution shall occur within twenty (20) days of written notice to contractor by City or its agent. City shall require contractor to furnish OCSD 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 City and the 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. City shall require that all general liability and automobile liability policies be endorsed to name the OCSD and City, their officers, employees, agents, and consultants as additional insureds. City shall require that each insurance policy required herein be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' written notice. City shall require coverage in at least the following amounts: A. General Liability. $2,000,000.00 per occurrence for bodily injury, personal injury, and property damage and $4,000,000.00 aggregate for bodily injury, personal injury, and property damage. B. Automobile Liability. $2,000,000.00 combined single limit per accident for bodily injury and property damage, including non-owned and hired vehicles. C. Workers' Compensation. Workers' Compensation, in accordance with the Workers' Compensation Act of the State of California for a minimum of $1,000,000.00, or such minimum limits as required by the State, whichever is greater. Such Workers' Compensation Insurance shall be endorsed to provide for a waiver of subrogation against City and OCSD. 769186.1 Section 7: Term. This Agreement shall commence on the above written date, and be in full force and effect until the specified obligations of both Parties have been fulfilled or the Agreement is terminated as set forth herein. Section 8: Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of. (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: To OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clerk of the Board Facsimile: (714) 962-5018 To CITY: City of Irvine 1 Civic Center Plaza Irvine, CA 92606-5207 Attention: City Clerk Facsimile: (949) Section 9: 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 10: No Third Party Beneficiaries. This Agreement is entered into by and for the OCSD and the City, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 11: Force Majeure. Except for the payment of money, neither Party shall be liable for any 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 any law, order, or requirement of any governmental agency or authority. Section 12: Governing Law. This Agreement shall be governed by the laws of the State of California. 769186.1 Section 13: 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 14: Waiver. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. Section 15: Modification. Alteration, change, or modification of this Agreement shall be in the form of a written amendment, which shall be signed by both Parties. Section 16: 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 17: Expenses, fees and Costs to Prevailing Party. In the event any action is brought between the Parties hereto relating to this Agreement or the breach thereof, the prevailing party in such action shall be entitled to recover from the other party reasonable expenses, attorney's fees and costs in connection with such action or proceeding. Section 18: Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS Letter of Intent the day and year described herein. [Signatures on the following page] 769186.1 ORANGE COUNTY SANITATION DISTRICT By uth, Genera Man ager. APPROVED AS TO FORM: GENERAL COUNSEL By 411,5- Z' Br ey ogi CITY OF IRVINE By Sean Joyce, City ager ATTEST: By ' Sharie Apodacjf APPROVE FORM City C1 rk o the City of Irvine By Phil. _ ohn By N. 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III ° r T l 7+4 7- d-E I�III t Is;. •REPLACE FRAME AND COVERREPLACE STA 107+82.30(TRUNK) RED HILL AVE STA 114+42.DO(TRUNK) I .� �• MH RED0040-0000 I MH �8ggpFRAME AND COVER FjF II II II I BARRANCA PKWY 9.1 i' F 6 NITS 7� GISLER-RED HILL TRUNK IMPROVEMENTS,REACH B sa ORANGE COUNTY CITY OF IRVINE MANHOLE CONE S COVER REPLACEMENT SANITATION DISTRICT EXHIBIT �a MINUTES STEERING COMMITTEE MEETING Orange County Sanitation District The Steering Committee meeting convened on Wednesday, April 20, 2011, at 5:00 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: Larry Crandall, Chair STAFF PRESENT: Troy Edgar, Vice Chair Jim Ruth, General Manager Tom Beamish, Operations Committee Bob Ghirelli, Assistant General Manager Chair Jim Herberg, Assistant General Manager John Anderson, Administration Committee Nick Arhontes, Director of Facilities Support Chair Services Brad Reese Jeff Reed, Director of Human Resources John Withers Lorenzo Tyner, Director of Finance & Administrative Services Michael Gold, Public Affairs Manager Lilia Kovac, Assoc. Clerk of the Board COMMITTEE MEMBERS ABSENT: Alex Shaaban Sharon Quirk-Silva Rich Spencer OTHERS PRESENT: Brad Hogin, General Counsel Drew Kolosky * * * * * * * * * * PUBLIC COMMENTS: None COMMITTEE CHAIR REPORT: Committee Chair Larry Crandall announced that the Honor Walk Ceremony would be taking place immediately after the Steering Committee meeting. Chair Crandall also announced that the CWEA past President would be presenting the "Plant of the Year" Award to Staff at the board meeting. Minutes of the Steering Committee April 20, 2011 Page 2 of 2 GENERAL MANAGER REPORT: General Manager Jim Ruth briefly reported on current discussions with SAWPA delegates, EnerTech's agreement final negotiations; and labor negotiations with representatives from OCEA and Local 501. CONSENT CALENDAR: 1. MOVED, SECONDED AND DULY CARRIED: Approve the minutes of the March 23, 2011 Steering Committee meeting. INFORMATION ITEM: 2. Public Affairs Report. Michael Gold, Public Affairs Manager, presented a brief report on the status of the State property tax issue. The Legislative Matrix will reflect the Sanitation District's position based on the Legislative Platform adopted annually by the Steering Committee. CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54954.5(f). The Steering Committee convened in closed session at 5:15 p.m. to discuss one matter. Confidential Minutes of the Closed Session held by the Steering Committee 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 Meetings. ADJOURNMENT: The Chair declared the meeting adjourned at 5:40 p.m. Submitted by: Lilia Kovac Associate Clerk of the Board MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on May 4, 2011, at 5:00 p.m. in the District's Administrative Office. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Tom Beamish, Chair Jim Ruth, General Manager Joseph Aguirre Bob Ghirelli, Assistant General Manager Bill Dalton Jim Herberg, Assistant General Manager Michael Levitt Nick Arhontes, Director of Facilities Support Roy Moore Services Joy Neugebauer Jeff Reed, Director of Human Resources David Shawver Ed Torres, Director of Operations & Harry Sidhu Maintenance Fred Smith Lorenzo Tyner, Director of Finance & Larry Crandall, Board Chair Administrative Services Troy Edgar, Board Vice Chair Dean Fisher, Engineering Manager Tod Haynes, Engineering Manager Operations Directors Absent: Lilia Kovac, Assoc. Clerk of the Board Sharon Quirk-Silva, Vice Chair John Linder, Engineering Manager Jim Ferryman Cindi Ambrose Steven Rosansky Mark Esquer Pam Koester Alex Shaaban Rob Thompson Simon Watson Others: Brad Hogin, General Counsel Gino Rapagna PUBLIC COMMENTS: There were no public comments. 05/04/11 Operations Committee Minutes Page 1 of 4 REPORT OF COMMITTEE CHAIR: Committee Chair Beamish did not give a report. REPORT OF GENERAL MANAGER: The Director of Finance, Lorenzo Tyner, would be presented an overview of the annual budget. CONSENT CALENDAR: 1. MOVED, SECONDED AND DULY CARRIED: Approve minutes of the April 6, 2011, Operations Committee meeting. 2. MOVED, SECONDED AND DULY CARRIED: Recommend to the Board of Directors to authorize the General Manager to issue Amendment No. 1 to Task Order 07-00-13-01 to Professional Services Agreement with Tran Consulting Engineers, Inc., providing additional design services for P2 Power Building A, B, D & CenGen HVAC Addition, Project No. FE07-32, for an additional amount of $44,401.28, increasing the total amount not to exceed $66,612.20. NON-CONSENT CALENDAR: Project Manager, Pam Koester, presented an overview of the Ocean Outfall Booster Station, Project J-112, and the proposed rehabilitation work. Due to an unexpected time constraint, the General Manager approved Amendment No. 1 issued prior to the Operations Committee meeting, and the recommendation was revised to reflect the updated information. It was then, 3. MOVED, SECONDED AND DULY CARRIED: Recommend to the Board of Directors to: A: Approve Amendment No. 2 to the Professional Design Services Agreement with Black and Veatch providing additional design services for Outfall Land Section and Ocean Outfall Booster Pump Station (OOBS) Piping Rehabilitation, Project No. J-112, for an additional amount of $2,073,316, increasing the total amount not to exceed $3,365,130; and, B. Approve a contingency increase of $207,332 for a total contingency of $334,513 (9.94%). 4. MOVED, SECONDED AND DULY CARRIED: Recommend to the Board of Directors to: Approve Amendment No. 11 to the Professional Services Agreement with Integrated Program Management Consultants, a joint venture of Parsons Water and Infrastructure, Inc. and CH2M Hill, Inc., authorizing: A. Establishing an amount not to exceed $8,400,000 for year ten (Fiscal Year 2011-12) of the ten-year agreement; and, 05/04/11 Operations Committee Minutes Page 2 of 4 NON-CONSENT CALENDAR — Cont'd B. Reducing the amount of the ten-year agreement by $1,357,838 for a total amount not to exceed $121,367,140. 5. MOVED, SECONDED AND DULY CARRIED: Recommend to the Board of Directors to: A. Award a contract to US Peroxide, Inc. for the purchase of Hydrogen Peroxide, Specification No. C-2011-480, for the period July 1, 2011 through June 30, 2012 for a unit price of $1.750 per gallon delivered, plus applicable sales tax for a total annual amount not to exceed $1,615,000 with four one-year renewal options; and, B. Approve a unit price contingency of 10%. INFORMATIONAL ITEMS: 6. MJL Consulting Contract Update Maintenance Manager, Simon Watson, briefly presented an update on the success and expansion of the painting and coatings program. DEPARTMENT HEAD REPORTS: Director of Operations and Maintenance, Ed Torres, provided a brief update on the upcoming commissioning of trickling filters both at Plant 1 and Plant 2 and its Plan of Secondary Treatment process. Assistant General Manager, Jim Herberg informed the committee that Staff will be submitting a Board agenda report requesting approval for a reimbursement agreement with OCWD for construction work to support the GWRS expansion storage tanks. The reimbursement agreement will be for $350,000 for work to be completed concurrent with OCSD CIP work using contingency funds. Mr. Herberg also announced that Santa Ana River Interceptor Relocation project bid opening date was being delayed until May 11, however, contract award by the County Board of Supervisors is still scheduled for June 7, 2011. OTHER BUSINESS, COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Chair Crandall reported that he had received a letter of appreciation from past Board Chair Doug Davert thanking the Board for the induction to the Honor Walk. 05/04/11 Operations Committee Minutes Page 3 of 4 ADJOURNMENT: The Chair declared the meeting adjourned at 6:11 p.m. Submitted by: Lilia Kovac, Committee Secretary 05/04/11 Operations Committee Minutes Page 4 of 4 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 05/04/11 05/25/11 AGENDA REPORT Item Number Item Number 2 9 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Dean Fisher, Engineering Manager SUBJECT: P2 POWER BUILDING A, B, D & CENGEN HVAC ADDITION PROJECT NO. FE07-32 GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to issue Amendment No. 1 to Task Order 07-00-13-01 to Professional Services Agreement with Tran Consulting Engineers, Inc., providing additional design services for P2 Power Building A, B, D & CenGen HVAC Addition, Project No. FE07-32, for an additional amount of $44,401.28, increasing the total amount not to exceed $66,612.20. SUMMARY Project No. FE07-32 originally included the preparation of plans and specifications to provide three new HVAC systems to existing Power Buildings A, B, and D, and the replacement of one existing HVAC system at the Central Generation Building at Plant No. 2. Tran Consulting Engineers was selected through the Facilities Engineering competitive proposal process to prepare bid plans and specifications as a Task Order to their agreement in an amount of $22,210.92. Staff has identified additional scope of work that needs to be completed on the Power Buildings listed above. The added work includes replacement of existing roofing for Power Buildings A and B, and the addition of a fall protection system (guard rail) on the roof parapets for Power Buildings A, B, and D. The revisions to the original scope include the deletion of all work associated with the Central Generation Building. Staff has already replaced the existing HVAC system at the Central Generation Building; therefore, this scope is no longer required. It is recommended that the work to remove and replace the existing roofing at Power Buildings A and B and the installation of fall protection system at Power Buildings A, B, and D be added to Project No. FE07-32. Staff recommends that the Task Order issued to Tran Consulting Engineers, Inc., is increased to perform the additional work. Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA The Notice of Exemption for the FE07-32 Project was filed on May 5, 2008. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Orange County Sanitation District's Delegation of Authority. This item has been budgeted (FY2010-11 Section 8, Page 98, FE-P2). Date of Approval Contract Amount Contingency 08/05/08 $22,210.92 (Original Task Order) N/A 05/04/11 $44,401.28 $66,612.28 JH:DD:aln:sa:gc Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 05/04/11 05/25/11 AGENDA REPORT Item Number Item Number 3 10 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Pam Koester SUBJECT: OUTFALL LAND SECTION AND OCEAN OUTFALL BOOSTER PUMP STATION PIPING REHABILITATION, PROJECT NO. J-112 GENERAL MANAGER'S RECOMMENDATION A. Approve Amendment No. 2 to the Professional Design Services Agreement with Black and Veatch providing additional design services for Outfall Land Section and Ocean Outfall Booster Pump Station (OOBS) Piping Rehabilitation, Project No. J-112, for an additional amount of $2,073,316, increasing the total amount not to exceed $3,365,130; and, B. Approve a contingency increase of $207,332 for a total contingency of $334,513 (9.94%). SUMMARY Project No. J-112 originally included a corrosion evaluation of the Ocean Outfall Booster Station (OOBS) piping and portions of the ocean outfall pipeline within Treatment Plant No. 2, and to design needed repairs to these facilities. Staff has identified additional outfall evaluation and design efforts necessary to ensure reliable continued operation of the effluent conveyance system. Work includes critical rehabilitation of the effluent junction structure on the beach adjacent to the Santa Ana River, as well as inspections and repairs to the upstream portion of this line that must be performed while the outfall is removed for service. It is recommended that the work representing the most risk to the Orange County Sanitation District (Sanitation District) be added to Project No. J-112 in order to mitigate the risk of an outfall system failure in a timely fashion. Staff recommends that Black and Veatch be selected to perform the additional work. This item is recommended to be budgeted in the Capital Improvements Program (CIP) starting in FY 2011-12. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS May 2011 — General Manager authorized Amendment No. 1 to the Professional Design Services Agreement with Black and Veatch providing additional design services, for an additional amount of$20,000 increasing the total amount not to exceed $1 ,291,814. March 2011 - Authorized to negotiate an Amendment to the Professional Design Services Agreement with Black and Veatch for additional design services for the Outfall Land Section and Ocean Outfall Booster Station Piping Rehabilitation, Project No. J-112. December 2009 — Approved a Professional Design Services Agreement with Black and Veatch for Outfall Land Section and Ocean Outfall Booster Station Piping Rehabilitation, Project No. J-112, providing for engineering design services for an amount not to exceed $1,271 ,814 with a contingency of$127,181 (10%). ADDITIONAL INFORMATION Since the inception of the Sanitation District Asset Management Division, considerable effort has been spent identifying the various outfall assets which should receive condition assessment and potential rehabilitation. These assets have been grouped into a series of CIP projects. It is suggested that the assets posing the greatest risk to the continued reliable operation of the effluent conveyance system be addressed first. Project No. J-112 is currently addressing rehabilitation of the on-shore portion of the outfall pipeline between OOBS and Surge Tower No. 2. Staff believes that including the following critical asset condition assessment and rehabilitation efforts are logical and timely extensions of this project: • Install flow metering and sampling equipment on the one-mile outfall. • Rehabilitate Surge Tower No. 2 components, provide a new permanent flow meter, and rehabilitate steel access risers on the five-mile outfall. • Rehabilitate the Ocean Outfall Beach Junction Box • Inspect and rehabilitate the on-shore portion of the five-mile outfall. • Provide appropriate contingency plans and environmental documents to support these rehabilitation efforts. In order to complete the design and construct the facilities in a timely manner, there will be two bid packages. Bid Package 1 will include original work and new items that need to be done as a priority. While this work is being bid and constructed, Bid Package 2 will be completed and bid once the EIR process is complete. The original project included one bid package totaling 27 drawings. With the additional work, the total number of drawings in the two bid packages is expected to increase to 136. The construction periods for Bid Packages 1 and 2 will overlap. A cost breakdown for the major project deliverables are as follows: Page 2 of 3 • Preliminary Design $ 723,185 • Final Design $ 612,815 • Inspection Plan/Inspection $ 126,550 • Equipment Pre-purchase $ 73,908 • Permitting Assistance $ 45,080 • Environmental Impact Report $ 456,879 • Bid Support Services $ 34,899 Total $2,073,316 Black and Veatch has done an excellent job in executing the J-112 project to date. They have a thorough understanding of the additional work that needs to be done and are in the best position to execute this work in a timely fashion. CEQA The original Scope of Work for Project No. J-112 has been determined to be categorically exempt in accordance with Section 15301 (b). A notice of exemption was filed on April 6, 2009. An Environmental Impact Report (EIR) will be prepared for the additional Scope of Work related to Surge Tower No. 2, the on-shore portion of the five-mile outfall and the Ocean Outfall Beach Junction Box as part of Amendment No. 1. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted and will be funded from the current project (FY 2010-2011 Update CIP, Page 60). A proposed budget for the 2011-2012 CIP Budget will include a revised budget for the construction portion of this project. Date of Approval Contract Amount Contingency 12/16/09 $1,271,814 $127,181 (10%) 05/03/11 (GM) $ 20,000 $ 0 05/25/11 $2,073,316 $207,332 (10%) $3,365,130 $334,513 (9.94%) JH:DF:PM:el:gc:sa Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 05/04/11 05/25/11 AGENDA REPORT Item Number Item Number 4 11 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager Project Manager: Dean Fisher, Engineering Manager SUBJECT: INTEGRATED PROGRAM MANAGEMENT CONSULTANTS GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 11 to the Professional Services Agreement with Integrated Program Management Consultants, a joint venture of Parsons Water and Infrastructure, Inc. and CH2M Hill, Inc., authorizing: A. Establishing an amount not to exceed $8,400,000 for year ten (Fiscal Year 2011-12) of the ten-year agreement; and, B. Reducing the amount of the ten-year agreement by $1 ,357,838 for a total amount not to exceed $121,367,140. SUMMARY We are currently in the ninth year of a ten-year agreement with Integrated Program Management Consultants (IPMC). The current Capital Improvement Program (CIP) will require the use of IPMC through Fiscal Year (FY) 2011-12 to coincide with the completion of the secondary treatment expansion projects. The cumulative budget savings of$9,757,836, during the first eight years of the ten-year agreement is sufficient to fund the recommended FY 2011-12 budget of $8,400,000, with a $1 ,357,838 reduction to the current contract. Staff will be working on 73 active projects during FY 2011-12 with estimated CIP expenditures of approximately $107,300,000. A detailed planning effort, along with resource forecasting, has identified the need for 37 IPMC staff to augment the Orange County Sanitation District (Sanitation District) staff to complete FY 2011-12 work. This total is 17 less staff than the FY 2010-11 authorization of 54 staff. IPMC will augment Sanitation District staff in Division 750 (Project Management) and Division 760 (Engineering and Construction). The functions these people will perform are described in more detail below. The benefits provided by IPMC include the rapid mobilization of highly- skilled/technical staff, flexibility to change the mix of staff positions on an immediate and as-needed basis, the ability to reduce staff as workloads decrease, expertise in project controls, single point responsibility for contracted work, training and development of Sanitation Page 1 of 7 District staff, access to technical expert to support special efforts, and many years of experience working on similar programs throughout the United States and the world. Staff believes that using a Program Management Consultant approach is a practical, cost-effective, and efficient way to augment Sanitation District staff to deliver the CIP during the last year of peak CIP work. The Sanitation District is also pleased with the professionalism, expertise, and overall level of service that we have received from IPMC to date. PRIOR COMMITTEE/BOARD ACTIONS May 2010 - Approved Amendment No. 10 to the Professional Services Agreement with Integrated Program Management Consultants for $13,770,000, increasing the total amount not to exceed $122,724,978. May 2009 - Approved Amendment No. 9 to the Professional Services Agreement with Integrated Program Management Consultants for $15,877,732, increasing the total amount not to exceed $108,954,978. May 2008 - Approved Amendment No. 8 to the Professional Services Agreement with Integrated Program Management Consultants for $16,987,271, increasing the total amount not to exceed $93,077,246. May 2007 - Approved Amendment No. 7 to the Professional Services Agreement with Integrated Program Management Consultants for $15,997,936, increasing the total amount not to exceed $76,089,975, and extending the PDSA for an additional five-year period through FY 2011-12. May 2006 - Approved Amendment No. 6 to the Professional Services Agreement with Integrated Program Management Consultants for $14,999,656, increasing the total amount not to exceed $60,092,039. June 2005 - Approved Amendment No. 5 to the Professional Services Agreement with Integrated Program Management Consultants for $15,585,558, increasing the total amount not to exceed $45,092,383. June 2004 - Approved Amendment No. 4 to the Professional Services Agreement with Integrated Program Management Consultants for $12,836,801, increasing the total amount not to exceed $29,506,825. June 2003 - Approved Amendment No. 3 to the Professional Services Agreement with Integrated Program Management Consultants for $150,000, and an additional $12,484,750 for year two of the contract, FY 2003-04, increasing the total amount not to exceed $16,670,024. Page 2 of 7 June 2003 - Approved Amendment No. 2 to the Professional Services Agreement with Integrated Program Management Consultants for $50,000, increasing the total amount not to exceed $4,035,274. June 2003 - Approved Amendment No. 1 to the Professional Services Agreement with Integrated Program Management Consultants for $50,000, increasing the total amount not to exceed $3,985,274. August 2002 - Approved Professional Services Agreement with Integrated Program Management Consultants for an amount not to exceed $3,935,274. ADDITIONAL INFORMATION Based on the current schedule and project workload, staff has estimated the level of effort that will be required from IPMC through FY 2011-2012. It is currently anticipated that no IPMC Staff will be required after FY 2011-2012; however, we will continually estimate the need for staff, both permanent and temporary, to support the CIP. The Sanitation District is continually evaluating whether to hire permanent staff and reduce the number of IPMC staff. For the anticipated ten-year duration of the IPMC agreement, the overall staff cost associated with the CIP is approximately $310 million (currently estimated at $190 million for Sanitation District staff, and $120 million for IPMC staff). During this period of time, the Sanitation District will be expending approximately $2 billion for engineering, design, and construction of capital facilities. The $120 million planned to be expended for IPMC support equates to approximately 6% of the total CIP expenditures. The average hourly billing rate for IPMC field staff during FY 2010-11 was approximately $138/hr. IPMC billing rates include salaries, benefits, fixed costs which are sometimes referred to as overhead (buildings, administration, utilities, insurance, etc.), and a 5% profit. The "overhead" rate which is applied to an employee's raw salary is approximately 145% for IPMC. As a comparison, the engineering consultants who conduct studies and develop designs for the Sanitation District typically have an overhead rate range of about 190 to 200%. The IPMC overhead rate is less than typical consultant contracts because the Sanitation District is providing office space and equipment for IPMC field staff. The costs for IPMC will be charged to the individual CIP projects. Funding for IPMC costs are included in individual project budgets. Each fiscal year, as projects are planned, scheduled, budgeted, and resource needs identified, the projected cost has been presented to the Operations Committee for approval. Page 3 of 7 Project Management Office (Division 750): The Project Management Office (PMO) is home to the project management and project controls staff. Project Management Staff: In FY 2011-12, the PMO will be managing 73 active projects with a total budget of $1,664,954,000. The individual project budgets range in size from $1,000,000 to approximately $250,000,000. The Sanitation District has completed a staffing analysis, and believes a workload of three to six projects per Project Manager (PM) (based on size and complexity) is appropriate. IPMC will provide personnel to augment the Sanitation District's Project Management Personnel in the PMO. The positions are described below: One Program Manager (Rapagna) to provide general management and supervision of all IPMC staff. The Program Manager will work with the Director of Engineering and Engineering Managers to ensure compliance with contracts, policies, and procedures. The Program Manager will provide technical oversight and direction in all aspects of the program and help ensure successful delivery of the CIP. The Program Manager manages technical work executed by the home office staff. Five Project Managers (Acevedo, Davis, MacDonald, MacLeod, Schock) to supplement Sanitation District PMs. The PMs provide day-to-day management and technical knowledge to deliver the assigned projects. One Business Manager (Billhardt) to provide assistance in the areas of IPMC time keeping, resources, accounting, and contracts management. One Administrative Assistant (Noya) to provide clerical and general administrative support, e.g., preparing agenda reports, and general correspondence. Project Controls Staff: Including new FY 2011-12 projects, there are 278 projects being tracked by the Project Controls Group. Of these, 73 are active engineering projects, 57 are scheduled for the future, and 148 are cancelled or completed. These projects require a variety of monthly updates including cost reporting, development of performance measures, reports, and other presentation materials. Each staff function is described below: One Project Controls Manager/Project Scheduler (Michael) to provide scheduling and cost reporting support, QA/QC, technical oversight, and direction to controls staff. Page 4 of 7 One Project Controls Analyst (Reichenbach) to assist in time reporting, charge numbers, and general quality assurance of data used in the system. Other duties include preparation of the semi-annual reports and maintaining portions of the automated weekly timesheet in PCS to support project resource tracking. She will also serve as part-time scheduler on a number of Engineering CIP projects. Three Construction Cost Estimators (Baig, Davison, Zimmermann) assigned to prepare estimates for change orders, help negotiate changes during construction, review design consultant estimates, and provide cost estimate input during the annual CIP validation process. One Construction Scheduling Lead (Alexander) to provide oversight on all matters related to the construction scheduling. Other duties include review and guidance in the preparation of monthly construction schedule analysis reports prepared by IPMC and the Sanitation District field schedule personnel. Will also participate in the preparation of time impact analysis and review of contractor submitted claims. Two Construction Schedulers (Dedhia, Lim) assigned to ensure that contractors provide quality baseline schedules and keep them current (a vital element in our claims avoidance program). Field Schedulers review the contractor's initial schedule submittal and the schedule of values, as well as monthly updates of contractor progress. Progress claimed by the contractors must be reviewed against the schedule plan each month for payment, and any request for additional time through change orders must be analyzed. Engineering & Construction Management (Division 760) IPMC is providing personnel to augment the Sanitation District's Engineering and Construction Management (E&CM) staff. E&CM is responsible for providing all the technical resources to the Project Managers. General assignments and duties are as follows: Six Resident Engineers/Construction Managers (Bissonnette, Bomkamp, Bryan, Tovar, Waite, Vohra) to support construction management of CIP projects within the boundaries of the Sanitation District's two operating treatment facilities and outside of the plant boundaries, i.e., for pipeline and pump station contracts. They will utilize existing Sanitation District CM policies and procedures to represent the Sanitation District, coordinate construction activities, manage the construction contract, and document contractor compliance with the contract requirements. Two Electrical and Instrumentation & Control (I&C) Engineers (Etemadi, Olson). These Engineers are assigned to the CIP projects to provide specialized technical support to the project teams during both the design and construction phases. They ensure consultant and construction contractor compliance with Sanitation District requirements, guidelines, and polices. Page 5 of 7 One Project Engineer (Aghanian). Project Engineers serve as the technical leads within the Sanitation District's project teams, and assist the PMs with verification of the project elements, coordinating project requirements with the O&M Department, developing the design consultant SOW, selecting the design consultant, and ensuring the construction documents are prepared using the Sanitation District standards. During the construction phase, they resolve design questions and issues for the Resident Engineers. One Civil Designer/Computer Assisted Design & Drafting (CADD) Technician (Tran) to provide technical support and assistance to PMs and PEs for project implementation. Four Electrical, Instrumentation & Control Inspectors (Hozu, Leak, Makela, Whitney), to support Quality Assurance (QA) of CIP projects within the two Treatment Facilities. They will utilize existing Sanitation District QA policies and procedures to represent the Sanitation District, coordinate construction and O&M activities, monitor construction site safety, and document contractor compliance with the contract requirements. One Commissioning Specialist (Shreve) to support commissioning and start-up of CIP projects within the two Treatment Facilities. Six Administrative Assistants (Chamberlain, Corona, Hays, Inman, Moore, Yousef) to provide a variety of administrative support including Submittals/Document Clerks (Corona, Hays, Yousef) for processing and tracking of construction contractor submittals; Project Administrative Assistant (Moore) for processing project correspondence and filing; general administrative support (Chamberlain, Inman) for processing project correspondence, Agenda Reports, and preparing CIP policy and procedures manual updates. Home Office Support: "Home Office Support" is supplementary services from the offices of the Joint Venture Parties, Parsons and CH2M Hill, made readily available to support the needs of the Engineering Department. Technical study (task orders) work is based on providing engineering and other technical support for specific assignments using a pre-agreed upon scope of work, fee, and schedule. These tasks will be as authorized by the Director of Engineering when required, and may include assistance in the following areas: General Administration and Home Office Technical Support — general administration support includes accounting, contract administration, invoices, reproduction, and safety reports and reviews. Routine home office technical support includes urgent technical support (usually task less than 40 hours) in all areas of waste water engineering, construction, and project controls. Page 6 of 7 CEQA and NEPA Assistance — support to the Planning Division on a variety of treatment, collections, and pump station projects in preparing environmental documentation. CIP Related O&M Studies — Support O&M with studies on various issues related to the CIP. Community Outreach Support — assist as needed on all collections projects in preparing outreach plans, conducting meetings, crisis management plans, etc. IT and PCS systems programming support, including support for troubleshooting and system upgrades. General technical support — throughout the year issues come up which need technical support and/or immediate attention. For example, in FY 2009-2010, IPMC provided support related to CADD drafting, software configuration and technical support, master plan preparation, process performance testing and value engineering. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This item has been budgeted and the budget is sufficient for the recommended action. Funding for IPMC costs are included in individual project budgets. Date of Approval Contract Amount Contingency 05/25/10 $8,400,000 for FY 2011-12 N/A JH:tc:sa:gc Page 7 of 7 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 05/04/11 05/25/11 AGENDA REPORT Item Number Item Number 5 12 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CONTRACT FOR HYDROGEN PEROXIDE, SPECIFICATION NO. C-2011-480 GENERAL MANAGER'S RECOMMENDATION A. Award a contract to US Peroxide, Inc. for the purchase of Hydrogen Peroxide, Specification No. C-2011-480, for the period July 1, 2011 through June 30, 2012 for a unit price of $1 .750 per gallon delivered, plus applicable sales tax for a total annual amount not to exceed $1,615,000 with four one-year renewal options; and B. Approve a unit price contingency of 10%. SUMMARY Hydrogen peroxide is utilized in the treatment plants to reduce odors. It is used in the chemical scrubbers for foul air odor control as well as direct dosing in the liquid stream as the trunklines enter the plants, the headwork's and flow splitter boxes within the facilities. It is estimated that 800,000 gallons of hydrogen peroxide will be required during this contract period. Through June 30, 2011, US Peroxide (USP) has been our supplier of hydrogen peroxide for the last nine years. This supplier has proven themselves to be prompt and dependable on deliveries. Recent bid outcomes from OCSD and other public agencies have resulted in USP being the only viable and competitive hydrogen peroxide distributor. USP bid came in at a lower unit cost than their previous contract. PRIOR COMMITTEE/BOARD ACTIONS May 2007: The Board of Directors approved a change order to P.O. 102520-OB, Specification No. C-2006-277, for a unit gallon price increase from $1.47 per unit gallon to $1.607 per unit gallon due to high global demand and increases in freight costs and fuel surcharges. Form No.DW-102-2 Revised 04/19/11 Page 1 ADDITIONAL INFORMATION The impact of natural gas prices is particularly severe on chemicals such as hydrogen peroxide that use natural gas as its primary raw material. The supplier selection was conducted in accordance with the District's adopted policies and procedures. USP was the sole bidder. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted in Division 830 operating budget line item 52032. Date of Approval Contract Amount Continuency 05/25/11 $1,615,000.00. 10% Form No.DW-102-2 Revised 04/19/11 Page 2 MINUTES OF THE REGULAR MEETING OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, May 11, 2011, at 5:30 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was held on May 11, 2011, at 5:30 p.m., in the Sanitation District's Administration Building. Following the Pledge of Allegiance, a quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Anderson, Chair Jim Ruth, General Manager Brad Reese, Vice Chair Bob Ghirelli, Assistant General Manager Joe Carchio Jim Herberg, Assistant General Manager Jon Dumitru Lorenzo Tyner, Director of Finance Jeffrey Lalloway & Administrative Services Prakash Narain Lilia Kovac, Assoc. Clerk of the Board Janet Nguyen Jeff Reed, Director of Human Resources John Nielsen Mike White, Controller Mark Waldman Wes Bauer Larry Crandall, Board Chair Norbert Gaia Troy Edgar, Board Vice Chair Randy Kleinman COMMITTEE MEMBERS ABSENT: Sal Tinajero OTHERS PRESENT: John Withers Gino Rapagna PUBLIC COMMENTS: There were none REPORT OF COMMITTEE CHAIR: Committee Chair Anderson did not give a report. REPORT OF GENERAL MANAGER: General Manager, Jim Ruth, reported briefly on status of labor negotiations. Assistant General Manager, Jim Herberg, announced that staff would be submitting a request to the Board for approval of reimbursement agreements with cities of Irvine and Tustin for the Gisler-Redhill System Improvements. The agreements are being proposed to complete necessary repair work in anticipation of paving moratoriums. 5/11/11 Administration Committee Minutes Page 1 of 3 REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Mr. Herberg presented an overview of the multi-year contract with IPMC, its performance and effectiveness in managing the CIP program, and the Sanitation District's plan to utilize the last year's services upon approval by the Board. Wes Bauer, Safety & Health Supervisor, presented an overview of the Sanitation District's Emergency Preparedness Plan and mitigation steps in the event of different types of emergencies. CONSENT CALENDAR: 1. MOVED, SECONDED AND DULY CARRIED: Approve minutes of the the April 13, 2011, Administration Committee meeting. ACTION ITEMS: Staff presented two options for the Committee members to consider based on input at the April Administration Committee meeting, and the counter proposal from McGladrey & Pullen's unwillingness to reduce the number of hours proposed to complete a thorough level of audit. After a brief discussion, it was then: 2. MOVED, SECONDED AND DULY CARRIED: Approve a professional consulting services agreement with McGladrey & Pullen for External Financial Auditing Services, Specification No. CS-2011-473BD for the period June 1, 2011 through May 31, 2012, with four one-year renewal options, for the following fiscal periods at the maximum annual amount as follows: Fiscal Year McGladrey & Pullen FY 2010-11 $70,650 FY 2011-12 $72,800 FY 2012-13 $75,000 FY 2013-14 $77,300 FY 2014-15 $79,650 Director Waldman opposed. INFORMATIONAL ITEMS: There were none. CLOSED SESSION: There was no closed session. 5/11/11 Administration Committee Minutes Page 2 of 3 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: There were none. ADJOURNMENT The Chair declared the meeting adjourned at 6:15 p.m. Submitted by: Lilia Kovac, Committee Secretary 5/11/11 Administration Committee Minutes Page 3 of 3 BOARD OF DIRECTORS Meeting Date To Bd. of Dir. 05/25/11 AGENDA REPORT Item Number Item Number 14 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Jim Herberg, Assistant General Manager CIP Project Manager: Dean Fisher, Engineering Manager SUBJECT: SECONDARY ACTIVATED SLUDGE FACILITY 2 AT PLANT NO. 1, JOB NO. P1-102, AND GROUNDWATER REPLENISHMENT SYSTEM INITIAL EXPANSION GENERAL MANAGER'S RECOMMENDATION A. Consider, receive, and file Addendum No. 5 to the Orange County Water District (OCWD) Final Program EIR/EIS Groundwater Replenishment System (GWRS), Modified Phase II Expansion Project, also known and herein referenced as the GWRS Initial Expansion Project; B. Adopt Resolution No. OCSD 11-06, Adopting Findings with Respect to the California Environmental Quality Act in Consideration of the GWRS Final Program EIR/EIS (FEIR) as Augmented by Addendum No. 5 to the FEIR and Related Actions; C. Approve Reimbursement Agreement with OCWD entitled "Reimbursement Agreement Between The Orange County Water District and The Orange County Sanitation District For Construction of Portions of GWRS Initial Expansion Under The Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102," in a form approved by General Counsel, for an estimated amount not to exceed $100,000, to be reimbursed to Sanitation District; D. Authorize the General Manager to ratify a change order to the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102, to construct portions of the GWRS Initial Expansion Project for an amount not to exceed $100,000; and, E. Approve a Storage Tanks Lease and License Agreement By and Between the Sanitation District and OCWD, for installation of two, 7.5 million gallon storage tanks on Sanitation District's Plant No. 1 site for $1 per year. SUMMARY The Orange County Water District (OCWD) has completed the design of the Groundwater Replenishment System (GWRS) Modified Phase II Expansion Project which includes: (1) Demolition of the OCWD existing laboratory; (2) Expansion of OCWD's treatment facilities — Microfiltration, Reverse Osmosis, and Ultraviolet Light facilities; and (3) Construction of two flow equalization storage tanks on the Orange County Sanitation District's (Sanitation District) plant site. DW-102 Board AR, Rev 10/04/10 Page 1 of 5 The GWRS Initial Expansion Project requires pipelines to be located on the Sanitation District's site within the boundaries of the Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102 (P1-102) construction site and with connections to structures being built under P1-102. Duplication of work, disruption to Sanitation District facilities and operations, excavation in new roadways on the Sanitation District site, and coordination requirements between contractors can be eliminated and the associated cost savings realized by performing some construction activities for the GWRS Initial Expansion Project under P1-102. With the implementation of the Reimbursement Agreement, OCWD will reimburse the Sanitation District for all work associated with the portions of the GWRS Initial Expansion Project constructed under P1-102. Finally, while the Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the GWRS and Green Acres Project contemplated that the Sanitation District would offer to lease OCWD property for the construction of the two storage tanks, a formal lease and license agreement with OCWD is necessary to clarify the duties and obligations of the Parties, including, but not limited to, indemnifying the Sanitation District from liability arising from or related to construction or maintenance of the two storage tanks and related pipelines, granting permission to use available Sanitation District property for a contractor staging/ laydown area, landscape improvements, and/or placement of OCWD mobile trailers for the construction duration of the GWRS Initial Expansion Project, at no cost to the Sanitation District. PRIOR COMMITTEE/BOARD ACTIONS March 2011 - The OCWD Board of Directors considered Addendum No. 5 to OCWD's Final Program EIR/EIS GWRS Modified Phase II Expansion Project and adopted Resolution No. 11-3-51 entitled "Making CEQA Findings, Approving an Engineer's Report and Budget for the Initial Expansion of the Groundwater Replenishment System, Hiring Necessary Consultants for the Project; Authorizing Public Advertisement of Bids for the Construction of the Project; and Related Actions." April 2010 - Approved Amended Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the GWRS and Green Acres Project. January 2009 — Adopted Resolution No. 09-01, Supporting the Water District Development of the Initial Expansion of the GWR System. April 2007 - Awarded a construction contract to Kiewit Infrastructure West Co. for P1-102, for a total amount not to exceed $202,904,000. DW-102 Board AR, Rev 10/04/10 Page 2 of 5 ADDITIONAL INFORMATION In the course of the design of the GWRS Initial Expansion project flow equalization facilities it was discovered that there would be a benefit to portions of the project being constructed by Kiewit Infrastructure West Co. under the current P1-102. The GWRS Initial Expansion project design engineer, Black & Veatch, has identified three work items that OCWD would like the Sanitation District to include in the current P1-102 construction project. The items identified for inclusion are as follows: • Installation of a portion of a sodium hypochlorite feed pipeline • Installation of Reclaimed Water/Plant Water Tie-Ins • Installation of a drain line connection to existing manholes The design drawings for these three items have been submitted to the Sanitation District staff by Black & Veatch and quotations have been formally requested of Kiewit Infrastructure West Co. as a change order to the P1-102 construction project. Inclusion of these three items into the current P1-102 construction project would eliminate duplication of work such as roadway construction, minimize impacts to the P1-102 facilities in the future and eliminate coordination of contractors in the same work area during construction of the GWRS Initial Expansion project. OCWD shall compensate the Sanitation District for the entire actual construction costs incurred for the three requested items. It is estimated that the total cost of the three requested items would not exceed $100,000. However, OCWD is committed to compensating the Sanitation District for the actual construction costs once the exact costs are determined. CEQA To comply with California Environmental Quality Act (CEQA), as lead agency for the GWRS Initial Expansion project, OCWD prepared an Initial Study and Addendum No. 5 to OCWD's Final Program EIR/EIS (FEIR) GWRS Modified Phase II Expansion Project. Addendum No. 5 was considered and reviewed by OCWD Board of Directors on March 30, 2011, and on that same date OCWD adopted a resolution which found, based on the evidence presented to the Board of Directors, including the FEIR, the staff report, initial study, and Addendum No. 5 to the FEIR, pursuant to State CEQA Guidelines section 15164 as follows: "(1) No substantial changes are proposed in the project covered by the FEIR which will require major revisions in the FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. As the Initial Study indicates, the Revised Project would not result in any environmental impacts not previously addressed in the FEIR with respect to the originally approved Project. DW-102 Board AR, Rev 10/04/10 Page 3 of 5 (2) No substantial changes would occur with respect to the circumstances under which the project covered by the FEIR is undertaken which will require major revisions of the FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. The physical and environmental circumstances analyzed in the FEIR and Addenda No. 5 with respect to the Revised Project are not substantially different than those affecting the originally approved Project analyzed in the FEIR. (3) No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence, at the time the FEIR was certified as complete, shows either that the Revised Project will have any significant effects not discussed in the FEIR, that the significant effects of the Revised Project will be substantially more severe than shown in the FEIR, that mitigation measures or alternatives found in the FEIR to be infeasible would in fact be feasible, or that any mitigation measures or alternatives are considerably different than those analyzed in the FEIR. The information in the F[P]EIR regarding the environmental impacts, environmental circumstances, mitigation measures and alternatives relating to the Project have not changed, and are the same as those relating to the Revised Project." Pursuant to CEQA, an addendum is the appropriate document to describe the minor modifications to the GWRS Project. Addendum No. 5 was circulated for public review by OCWD at their discretion. However, according to CEQA, no public circulation or review period is required for an addendum prepared for a previously circulated and certified FEIR. OCWD filed a Notice of Determination on April 4, 2011 The Sanitation District is a responsible agency for the GWRS Initial Expansion Project. The Sanitation District Board of Directors is required to consider Addendum No. 5 with the FEIR prior to making a discretionary decision regarding the GWRS Initial Expansion Project. The Sanitation District may thereafter receive and file Addendum No. 5. The Sanitation District Board of Directors must also make certain CEQA findings, which are included in the attached Resolution. The GWRS FEIR was certified by the Sanitation District and the OCWD Board of Directors on March 24, 1999. Minor modifications to the GWRS Project were approved based upon the GWRS FEIR as augmented by Addendum No. 1 in March 2001, Addendum No. 2 in January 2002, Addendum No. 3 in November 2003, and Addendum No. 4 in February 2005. The Sanitation District Subsequent Environmental Impact Report (SEIR) that included Job No. P1-102 was certified by the Board of Directors on May 25, 2005. DW-102 Board AR, Rev 10/04/10 Page 4 of 5 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted and the budget is sufficient for the recommended action (Line item: Section 8, Page 47). Date of Approval Contract Amount Contingency 04/25/07 $202,904,000 $5,579,860 (2.75%) ATTACHMENTS 1. OCSD Resolution 11-06 2. P1-102 Reimbursement Agreement JB: WS:el:sa DW-102 Board AR, Rev 10/04/10 Page 5 of 5 RESOLUTION NO. OCSD 11-06 ADOPTING FINDINGS WITH RESPECT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT IN CONSIDERATION OF THE GROUNDWATER REPLENISHMENT SYSTEM FINAL PROGRAM EIR/EIS (FEIR) AS AUGMENTED BY ADDENDUM NO. 5 TO THE FEIR AND RELATED ACTIONS A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ADOPTING FINDINGS WITH RESPECT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT IN CONSIDERATION OF THE GROUNDWATER REPLENISHMENT SYSTEM FINAL PROGRAM EIR/EIS (FEIR) AS AUGMENTED BY ADDENDUM NO. 5 TO THE FEIR AND RELATED ACTIONS WHEREAS, the Boards of Directors of the Orange County Sanitation District (Sanitation District) and Orange County Water District (OCWD) certified the Groundwater Replenishment System (GWRS) (the "Project") Final Program EIR/EIS on March 24, 1999; and WHEREAS, the Sanitation District and OCWD approved minor modifications to the Project, which were approved based upon the Final Program EIR/EIS as augmented by Addendum No. 1 in March 2001, Addendum No. 2 in January 2002, Addendum No. 3 in November 2003, and Addendum No. 4 in February 2005 (the Final Program EIR/EIS, as augmented by Addenda Nos. 1, 2, 3, and 4, is referred to herein as "FEIR"); and WHEREAS, the Sanitation District and OCWD entered into an agreement dated November 12, 2002 entitled "Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("Original 2002 Agreement"). The Original 2002 Agreement sets forth (1) certain rights and obligations relating to the planning, design, construction, operation, and maintenance of the Groundwater Replenishment System ("System") and (2) certain rights and obligations relating to the operation of the Green Acres Project and OCWD's sale of Reclaimed Water to OCSD. OCSD and OCWD amended the 2002 Agreement on October 15, 2003 and April 26, 2006. (The Original 2002 Agreement, as amended on October 15, 2003 and April 26, 2006, is hereinafter referred to as the "2002 Agreement"); and WHEREAS, pursuant to the 2002 Agreement, the Sanitation District and OCWD have planned, designed, and constructed the System. The System commenced operation on January 10, 2008, and has operated continuously since that date; and WHEREAS, on or about May 5, 2010, the Sanitation District and OCWD entered into the "Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres 767986.2 Project" ("Amended Agreement") which was intended to replace the 2002 Agreement while, at the same time, preserve all of the rights and obligations set forth in those portions of the 2002 Agreement incorporated by reference; and WHEREAS, OCWD is planning to expand the System, at its own expense, by expanding the production capacity of the AWT Facilities and related post-treatment facilities to increase treatment capacity by 30 million gallons per day (the "Initial Expansion"). The Initial Expansion includes the construction of two 7.5 million gallon flow equalization storage tanks on property adjacent to the Project site owned by the Sanitation District. OCWD is responsible for the planning, design, construction, and operation of the Initial Expansion; and WHEREAS, on March 30, 2011, as lead agency for the Initial Expansion, OCWD's Board of Directors approved the Initial Expansion. In connection with that approval, and in order to comply with the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. ("CEQA"), OCWD's Board of Directors considered an initial study prepared by OCWD staff and Addendum No. 5 to the FEIR ("Addendum No. 5") and made CEQA findings. On April 4, 2011, OCWD filed a Notice of Determination under CEQA with respect to its approval of the Initial Expansion ("NOD"). Addendum No. 5 was circulated for public review by OCWD at their discretion; and WHEREAS, the Sanitation District is constructing improvements to its secondary treatment system at Reclamation Plant No. 1 entitled "Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102" (hereinafter, "Project P1-102") at its own expense. OCSD is responsible for the planning, design, construction, and operation of Project P1-102, and construction of Project P1-102 is in progress; and WHEREAS, the Sanitation District's Board of Directors certified the Subsequent Environmental Impact Report (SEIR) that included Project P1-102 on May 25, 2005; and WHEREAS, in the course of the design of the Initial Expansion, OCWD discovered that there would be a benefit to constructing portions of the Initial Expansion as part of the Sanitation District's current Project P1-102. The portions of the Initial Expansion identified for potential inclusion as part of Project P1-102 include: i) Installation of a portion of a sodium hypochlorite feed pipeline; ii) Installation of Reclaimed Water/Plant Water Tie-Ins; and iii) Installation of a drain line connection to existing manholes (collectively, the "Reimbursable Project P1-102 Items"); and WHEREAS, the Sanitation District has already engaged the services of Kiewit Infrastructure West Co, a construction contractor, for the construction of Project P1-102; and 767986.2 WHEREAS, the Sanitation District and OCWD desire to perform portions of the Initial Expansion and Project P1-102 in a manner that minimizes the impacts to the environment, the public and surrounding community and which would eliminate duplication of work and minimize the impact to new facilities being constructed as part of Project P1-102; and WHEREAS, the Sanitation District and OCWD staff have negotiated a Reimbursement Agreement to memorialize the duties and obligations of each respective Party for the completion of the Reimbursable Project P1-102 Items and Project P1-102; and WHEREAS, Paragraph 31 of the Amended Agreement indicates that in the event the Initial Expansion requires construction of two 7.5 million gallon storage tanks, then the Sanitation District will offer to lease its property to OCWD; and WHEREAS, the Sanitation District and OCWD staff have negotiated a Storage Tanks Lease and License Agreement to facilitate OCWD's Initial Expansion of the Project. NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District, does hereby resolve, declare, determine, and order as follows: Section 1: Based on evidence presented to the Board of Directors, including the FEIR, documents provided by OCWD, and Addendum No. 5 to the FEIR, the Board of Directors of OCSD, as a responsible agency for the Initial Expansion, does hereby consider the FEIR and Addendum No. 5 to the FEIR and finds that pursuant to California CEQA Guidelines Section 15164: (1) No substantial changes are proposed in the project covered by the FEIR which will require major revisions in the FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (2) No substantial changes would occur with respect to the circumstances under which the project covered by the FEIR is undertaken which will require major revisions of the FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. The physical and environmental circumstances analyzed in the FEIR and Addendum No. 5 with respect to the Initial Expansion are not substantially different than those affecting the originally approved Project analyzed in the FEIR. (3) No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence, at 767986.2 the time the FEIR was certified as complete, shows either that the Initial Expansion will have any significant effects not discussed in the FEIR, that the significant effects of the Initial Expansion will be substantially more severe than shown in the FEIR, that mitigation measures or alternatives found in the FEIR to be infeasible would in fact be feasible, or that any mitigation measures or alternatives are considerably different than those analyzed in the FEIR. The information in the FEIR regarding the environmental impacts, environmental circumstances, mitigation measures and alternatives relating to the Project have not changed, and are the same as those relating to the Initial Expansion. Based on the foregoing, the FEIR, as augmented by Addendum No. 5, adequately analyzes all of the impacts of the Initial Expansion, including the Reimbursable Project P1-102 Items and the construction of the 7.5 million gallon storage tanks on OCSD's property. Section 2: OCWD's Addendum No. 5 is hereby received and filed. Section 3: OCSD staff is hereby authorized and directed to file a Notice of Determination. Section 4: The Reimbursement Agreement under Project P1-102 with OCWD for the construction of Reimbursable Project P1-102 Items is hereby approved, in a form approved by General Counsel, for an estimated amount not to exceed $100,000, to be reimbursed to OCSD by OCWD. Section 5: The General Manager, or his designee, is authorized to negotiate and enter into a Lease and License Agreement with OCWD, in a form approved by General Counsel, for installation of two 7.5 million gallon storage tanks on OCSD's Plant No. 1 site for$1 per year. Section 6: OCSD staff is hereby authorized and directed to take such other steps as are reasonably necessary to effect the construction of the Reimbursable Project P1-102 Items as part of Project P1-102. PASSED AND ADOPTED at a regular meeting held May 25, 2011. Larry PlOrrandall, Chair ATTEST: i; L - , -k�� Clerk of the Board 767986.2 REIMBURSEMENT AGREEMENT BETWEEN THE ORANGE COUNTY WATER DISTRICT AND THE ORANGE COUNTY SANITATION DISTRICT FOR CONSTRUCTION OF PORTIONS OF GWRS INITIAL EXPANSION UNDER THE SECONDARY ACTIVATED SLUDGE FACILITY 2 AT PLANT NO. 19 JOB NO. P1-102 THIS REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into on this day of , 2011,by and between the: ORANGE COUNTY WATER DISTRICT, a County Water District, hereinafter referred to as "Water District"; AND ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, hereinafter referred to as "Sanitation District". The Water District and the Sanitation District are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." A. The Parties entered into an agreement dated November 12, 2002 entitled"Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("Original 2002 Agreement"). The Original 2002 Agreement sets forth(1) certain rights and obligations relating to the planning, design, construction, operation, and maintenance of the Groundwater Replenishment System ("System") and(2) certain rights and obligations relating to the operation of the Green Acres Project and the Water District's sale of Reclaimed Water to the Sanitation District. The Parties amended the 2002 Agreement on October 15, 2003 and April 26, 2006. (The Original 2002 Agreement, as amended on October 15, 2003 and April 26, 2006, is hereinafter referred to as the "2002 Agreement"); and B. Pursuant to the 2002 Agreement, the Parties have planned, designed, and constructed the System. The System commenced operation on January 10, 2008, and has operated continuously since that date; and C. On or about May 5, 2010, the Parties entered into the "Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("Amended Agreement") which was intended to replace the 2002 Agreement while, at the same time,preserving all of the rights and obligations set forth in those portions of the 2002 Agreement incorporated by reference; and 768047.1 D. The Water District is planning to expand the System, at its own expense, by expanding the production capacity of the AWT Facilities and related post- treatment facilities (the "Initial Expansion"). The Water District is responsible for the planning, design, construction, and operation of the Initial Expansion; and E. On March 30, 2011, the Water District's Board of Directors approved the Initial Expansion. In connection with that approval, and in order to comply with the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. ("CEQA"), the Water District's Board of Directors considered Addendum No. 5 to the Water District's previously certified environmental impact report for the System ("Addendum No. 5"). On April 4, 2011, the Water District filed a Notice of Determination under CEQA with respect to its approval of the Initial Expansion("NOD"). F. The Sanitation District is constructing improvements to its secondary treatment system at Reclamation Plant No. 1 entitled "Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P 1-102" (hereinafter, "Project P 1-102") at its own expense. The Sanitation District is responsible for the planning, design, construction, and operation of Project P1-102, and construction of Project P1-102 is in progress; and G. In the course of the design of the Initial Expansion, it was discovered that there would be a benefit to constructing portions of the Initial Expansion as part of the current Project P1-102. The portions of the Initial Expansion identified for potential inclusion as part of Project P1-102 include: i) Installation of a portion of a sodium hypochlorite feed pipeline; ii) Installation of Reclaimed Water/Plant Water Tie-Ins; and iii) Installation of a drain line connection to existing manholes (collectively, the "Reimbursable Project P1-102 Items"); and H. The Sanitation District has already engaged the services of a construction contractor for the construction of Project P 1-102; and I. The Water District and the Sanitation District desire to perform portions of the Initial Expansion and Project P1-102 in a manner that minimizes the impacts to the environment, the public and surrounding community and which would eliminate duplication of work and minimize the impact to new facilities being constructed as part of Project P 1-102; and J. Design drawings for Reimbursable Project P1-102 Items have been submitted to the Sanitation District and quotations for their construction cost have been formally requested from the Project P1-102 construction contractor; and 768047.1 K. The Parties desire to enter into this Reimbursement Agreement to memorialize the duties and obligations of each respective Party for the completion of the Reimbursable Proj ect P 1-102 Items and Proj ect P I-102. NOW THEREFORE, based on the Recitals and the mutual covenants and promises herein, the Water District and the Sanitation District agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. Section 2: Elements of Agreement. The Water District and the Sanitation District shall work cooperatively together so the Reimbursable Project P1-102 Items and Project P1-102 can be constructed in a manner that minimizes the costs and impacts to the public and new facilities being constructed as part of Project P1-102 and which would eliminate duplication of work. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: Water District's Specific Obli-ag tion A. The Water District shall (i) be responsible for the design and preparation of the plans and specifications for the Reimbursable Project P I-102 Items, (ii) obtain all required permits and easements, and (iii) transmit all applicable documents to the Sanitation District to be included in a change order to the Sanitation District's construction contractor. B. The Water District shall supply to the Sanitation District a copy of the NOD and Addendum No. 5. C. The Water District shall obtain all necessary permits for construction of the Initial Expansion from federal, state and local authorities. D. The Water District shall reimburse the Sanitation District for all costs and expenses for the construction attributable to Reimbursable Project PI-102 Items and services related thereto. The estimated total costs for the Reimbursable Project P I-102 Items are anticipated not-to-exceed one hundred thousand dollars ($100,000). However, the Water District shall compensate the Sanitation District for the actual Reimbursable Project PI-102 Items' construction costs once the exact costs are determined. E. The Water District shall have the sole and absolute discretion to approve all aspects of the design and construction of the Reimbursable Project PI-102 Items, as well as all construction change orders related thereto. F. Upon the completion of the Reimbursable Project P1-102 Items and the formal acceptance of their construction by the Sanitation District following approval of final inspection by the Water District, the Water District shall accept ownership and control of the Reimbursable Project P I-102 Items and shall be responsible for maintaining such projects and/or facilities thereafter. 768047.1 Section 4: Sanitation District's Specific Obligations. A. Upon the execution of this Reimbursement Agreement and submittal of all applicable documents by the Water District to be included in a change order to Project P1-102's construction contractor, the Sanitation District, by way of change order, will have the construction contractor proceed with the portions of the Initial Expansion agreed to herein. B. The Sanitation District shall be responsible for administering the construction contract and construction related to Project P1-102 and the Reimbursable Project P1-102 Items, which includes: i) Installation of a portion of a sodium hypochlorite feed pipeline; ii) Installation of Reclaimed Water/Plant Water Tie-Ins; and iii) Installation of a drain line connection to existing manholes. C. The Sanitation District shall require a one-year warranty on the Reimbursable Project P1-102 Items from its construction contractor, which shall be assigned to the Water District upon completion of the Reimbursable Project P 1-102 Items. Section 5: Timing and Amount of Reimbursement. The Reimbursable Project P1- 102 Items shall be completed consistent with the schedule of construction for Project P1-102. Concurrent with the time period for progress payments the Sanitation District makes to the construction contractor, the Sanitation District shall submit an invoice to the Water District setting forth the Water District's share of the costs and expenses, accompanied by a copy of any supporting documentation that substantiates the calculation of the Water District's portion. Within forty-five (45) days following receipt of the invoice, the Water District shall pay to the Sanitation District the full amount of such invoice. Section 6: Indemnification. A. The Sanitation District shall indemnify, defend and hold the Water District, its officers, agents, employees, and consultants harmless from any and all actions, suits, claims, liability or expense for death, injury, loss, or damage to persons or property which may arise or is claimed to have arisen during or out of construction of the Reimbursable Project P1-102 Items and/or Project P1-102, as a result of any work or action performed by or on behalf of the Sanitation District, its officers, agents, employees or consultants, save and except in those instances where such expense, liability or claim is solely caused by any act, omission, or negligence of the Water District, its officers, agents, employees or consultants. B. The Water District shall indemnify, defend and hold the Sanitation District, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability or expense for death, injury, loss or damage to persons or property which may arise or is claimed to have arisen as a result of any act performed by the Water District, its officers, agents, employees or consultants, with respect to the construction of the Reimbursable Project P 1-102 Items, save and except in those instances where such expense, 768047.1 liability or claim is solely caused by any act, omission or negligence of the Sanitation District, its officers, agents, employees or consultants. The Water District shall also indemnify, defend and hold the Sanitation District, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability, cost or expense which may arise or is claimed to have arisen as a result of the Water District's denial of any change order or part thereof relating to the Reimbursable Project P 1-102 Items. Section 7: Term. This Agreement shall commence on the above written date, and be in full force and effect until the specified obligations of both Parties have been fulfilled or the Agreement is terminated as set forth herein. Section 8: Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of. (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Street Fountain Valley, CA 92708-7018 Telecopier: 714-962-03 5 6 E-Mail:jruth@ocsd.com Attention: General Manager With a copy to: Sanitation District General Counsel: Bradley R. Hogin Woodruff, Spradlin& Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Telecopier: 714-415-1106 E-Mail: bhogin@wss-law.com ORANGE COUNTY WATER DISTRICT 18700 Ward Street Fountain Valley, CA 92708-8300 Telecopier: 714-378-3373 E-Mail: mmarkus@ocwd.com Attention: General Manager With copy to: 768047.1 Water District General Counsel: Joel D. Kuperberg, Esq. Rutan& Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Telecopier: 714-546-903 5 E-Mail jkuperberg@rutan.com Section 9: 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 10: No Third Party Beneficiaries. This Agreement is entered into by and for the Sanitation District and the Water District, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 11: Force Majeure. Except for the payment of money, neither Party shall be liable for any 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 any law, order, or requirement of any governmental agency or authority. Section 12: Governing. This Agreement shall be governed by the laws of the State of California. Section 13: 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 14: Waiver. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. Section 15: Modification. Alteration, change, or modification of this Agreement shall be in the form of a written amendment, which shall be signed by both Parties. Section 16: 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 17: Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. This Agreement may be executed in counterparts. [SIGNATURES ON FOLLOWING PAGE] 768047.1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last day and year written below. ORANGE COUNTY SANITATION DISTRICT By: Larry R. Crandall Chair, Board of Directors Date: By: Clerk of the Board Date: APPROVED AS TO FORM: Bradley R. Hogin General Counsel Orange County Sanitation District ORANGE COUNTY WATER DISTRICT By: President, Board of Directors Date: By: General Manager Date: APPROVED AS TO FORM: Joel Kuperberg General Counsel Orange County Water District 768047.1 REIMBURSEMENT AGREEMENT BETWEEN THE ORANGE COUNTY WATER DISTRICT AND THE ORANGE COUNTY SANITATION DISTRICT FOR CONSTRUCTION OF PORTIONS OF GWRS INITIAL EXPANSION UNDER THE SECONDARY ACTIVATED SLUDGE FACILITY 2 AT PLANT NO. 19 JOB NO. P1-102 THIS REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into on this [501 day of Cdne , 2011, by and between the: ORANGE COUNTY WATER DISTRICT, a County Water District, hereinafter referred to as "Water District"; AND ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, hereinafter referred to as "Sanitation District". The Water District and the Sanitation District are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." A. The Parties entered into an agreement dated November 12, 2002 entitled"Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("Original 2002 Agreement"). The Original 2002 Agreement sets forth(1) certain rights and obligations relating to the planning, design, construction, operation, and maintenance of the Groundwater Replenishment System ("System") and (2) certain rights and obligations relating to the operation of the Green Acres Project and the Water District's sale of Reclaimed Water to the Sanitation District. The Parties amended the 2002 Agreement on October 15, 2003 and April 26, 2006. (The Original 2002 Agreement, as amended on October 15, 2003 and April 26, 2006, is hereinafter referred to as the"2002 Agreement"); and B. Pursuant to the 2002 Agreement, the Parties have planned, designed, and constructed the System. The System commenced operation on January 10, 2008, and has operated continuously since that date; and C. On or about May 5, 2010, the Parties entered into the "Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("Amended Agreement") which was intended to replace the 2002 Agreement while, at the same time,preserving all of the rights and obligations set forth in those portions of the 2002 Agreement incorporated by reference; and 768047.1 D. The Water District is planning to expand the System, at its own expense,by expanding the production capacity of the AWT Facilities and related post- treatment facilities (the "Initial Expansion"). The Water District is responsible for the planning, design, construction, and operation of the Initial Expansion; and E. On March 30, 2011, the Water District's Board of Directors approved the Initial Expansion. In connection with that approval, and in order to comply with the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. ("CEQA"), the Water District's Board of Directors considered Addendum No. 5 to the Water District's previously certified environmental impact report for the System ("Addendum No. 5"). On April 4, 2011, the Water District filed a Notice of Determination under CEQA with respect to its approval of the Initial Expansion("NOD"). F. The Sanitation District is constructing improvements to its secondary treatment system at Reclamation Plant No. 1 entitled "Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102" (hereinafter, "Project P1-102") at its own expense. The Sanitation District is responsible for the planning, design, construction, and operation of Project P1-102, and construction of Project P1-102 is in progress; and G. In the course of the design of the Initial Expansion, it was discovered that there would be a benefit to constructing portions of the Initial Expansion as part of the current Project P1-102. The portions of the Initial Expansion identified for potential inclusion as part of Project P 1-102 include: i) Installation of a portion of a sodium hypochlorite feed pipeline; ii) Installation of Reclaimed Water/Plant Water Tie-Ins; and iii) Installation of a drain line connection to existing manholes (collectively, the "Reimbursable Project P1-102 Items"); and H. The Sanitation District has already engaged the services of a construction contractor for the construction of Proj ect P 1-102; and I. The Water District and the Sanitation District desire to perform portions of the Initial Expansion and Project P1-102 in a manner that minimizes the impacts to the environment, the public and surrounding community and which would eliminate duplication of work and minimize the impact to new facilities being constructed as part of Project P 1-102; and J. Design drawings for Reimbursable Project P1-102 Items have been submitted to the Sanitation District and quotations for their construction cost have been formally requested from the Project P1-102 construction contractor; and 768047.1 K. The Parties desire to enter into this Reimbursement Agreement to memorialize the duties and obligations of each respective Party for the completion of the Reimbursable Proj ect P 1-102 Items and Proj ect P 1-102. NOW THEREFORE, based on the Recitals and the mutual covenants and promises herein, the Water District and the Sanitation District agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. Section 2: Elements of Agreement. The Water District and the Sanitation District shall work cooperatively together so the Reimbursable Project P1-102 Items and Project P1-102 can be constructed in a manner that minimizes the costs and impacts to the public and new facilities being constructed as part of Project P1-102 and which would eliminate duplication of work. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: Water District's Specific Obligation A. The Water District shall (i) be responsible for the design and preparation of the plans and specifications for the Reimbursable Project P1-102 Items, (ii) obtain all required permits and easements, and (iii) transmit all applicable documents to the Sanitation District to be included in a change order to the Sanitation District's construction contractor. B. The Water District shall supply to the Sanitation District a copy of the NOD and Addendum No. 5. C. The Water District shall obtain all necessary permits for construction of the Initial Expansion from federal, state and local authorities. D. The Water District shall reimburse the Sanitation District for all costs and expenses for the construction attributable to Reimbursable Project P1-102 Items and services related thereto. The estimated total costs for the Reimbursable Project P1-102 Items are anticipated not-to-exceed one hundred thousand dollars ($100,000). However, the Water District shall compensate the Sanitation District for the actual Reimbursable Project P1-102 Items' construction costs once the exact costs are determined. E. The Water District shall have the sole and absolute discretion to approve all aspects of the design and construction of the Reimbursable Project P1-102 Items, as well as all construction change orders related thereto. F. Upon the completion of the Reimbursable Project P 1-102 Items and the formal acceptance of their construction by the Sanitation District following approval of final inspection by the Water District, the Water District shall accept ownership and control of the Reimbursable Project P1-102 Items and shall be responsible for maintaining such projects and/or facilities thereafter. 768047.1 Section 4: Sanitation District's Specific Obligations. A. Upon the execution of this Reimbursement Agreement and submittal of all applicable documents by the Water District to be included in a change order to Project P1-102's construction contractor, the Sanitation District, by way of change order, will have the construction contractor proceed with the portions of the Initial Expansion agreed to herein. B. The Sanitation District shall be responsible for administering the construction contract and construction related to Project P 1-102 and the Reimbursable Project P 1-102 Items, which includes: i) Installation of a portion of a sodium hypochlorite feed pipeline; ii) Installation of Reclaimed Water/Plant Water Tie-Ins; and iii) Installation of a drain line connection to existing manholes. C. The Sanitation District shall require a one-year warranty on the Reimbursable Project P1-102 Items from its construction contractor, which shall be assigned to the Water District upon completion of the Reimbursable Project P1-102 Items. Section 5: Timing and Amount of Reimbursement. The Reimbursable Project Pl- 102 Items shall be completed consistent with the schedule of construction for Project P1-102. Concurrent with the time period for progress payments the Sanitation District makes to the construction contractor, the Sanitation District shall submit an invoice to the Water District setting forth the Water District's share of the costs and expenses, accompanied by a copy of any supporting documentation that substantiates the calculation of the Water District's portion. Within forty-five (45) days following receipt of the invoice, the Water District shall pay to the Sanitation District the full amount of such invoice. Section 6: Indemnification. A. The Sanitation District shall indemnify, defend and hold the Water District, its officers, agents, employees, and consultants harmless from any and all actions, suits, claims, liability or expense for death, injury, loss, or damage to persons or property which may arise or is claimed to have arisen during or out of construction of the Reimbursable Project P1-102 Items and/or Project P1-102, as a result of any work or action performed by or on behalf of the Sanitation District, its officers, agents, employees or consultants, save and except in those instances where such expense, liability or claim is solely caused by any act, omission, or negligence of the Water District, its officers, agents, employees or consultants. B. The Water District shall indemnify, defend and hold the Sanitation District, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability or expense for death, injury, loss or damage to persons or property which may arise or is claimed to have arisen as a result of any act performed by the Water District, its officers, agents, employees or consultants, with respect to the construction of the Reimbursable Project P1-102 Items, save and except in those instances where such expense, 768047.1 liability or claim is solely caused by any act, omission or negligence of the Sanitation District, its officers, agents, employees or consultants. The Water District shall also indemnify, defend and hold the Sanitation District, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability, cost or expense which may arise or is claimed to have arisen as a result of the Water District's denial of any change order or part thereof relating to the Reimbursable Project P1-102 Items. Section 7: Term. This Agreement shall commence on the above written date, and be in full force and effect until the specified obligations of both Parties have been fulfilled or the Agreement is terminated as set forth herein. Section 8: Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Street Fountain Valley, CA 92708-7018 Telecopier: 714-962-0356 E-Mail:jruth@ocsd.com Attention: General Manager With a copy to: Sanitation District General Counsel: Bradley R. Hogin Woodruff, Spradlin& Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Telecopier: 714-415-1106 E-Mail: bhogin@wss-law.com ORANGE COUNTY WATER DISTRICT 18700 Ward Street Fountain Valley, CA 92708-8300 Telecopier: 714-378-3373 E-Mail: mmarkus@ocwd.com Attention: General Manager With copy to: 768047.1 Water District General Counsel: Joel D. Kuperberg, Esq. Rutan&Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Telecopier: 714-546-903 5 E-Mail jkuperberg@rutan.com Section 9: 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 10: No Third Party Beneficiaries. This Agreement is entered into by and for the Sanitation District and the Water District, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 11: Force Majeure. Except for the payment of money, neither Party shall be liable for any 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 any law, order, or requirement of any governmental agency or authority. Section 12: Governing Law. This Agreement shall be governed by the laws of the State of California. Section 13: 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 14: Waiver. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. Section 15: Modification. Alteration, change, or modification of this Agreement shall be in the form of a written amendment,which shall be signed by both Parties. Section 16: 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 17: Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. This Agreement may be executed in counterparts. [SIGNATURES ON FOLLOWING PAGE] 768047.1 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last day and year written below. OR TY S TATI TRICT By: Larry R. andall Chair,Board of Directors Date: By: 4Lal .Clerk of the Board Date: APPROVED AS TO FORM: Brad ogin General Counsel Orange County Sanitation District ORANGE COUNTYWATER DISTRICT By: X w..,.sK�:� C ��inr President, Board oj Direct rs Date: © " 20 / By: Gelieraf anager Date: APP VED AS TO ORM: Id Joel K&Jjberg Gener Counsel Orang ounty Water District 768047.1 RESOLUTION NO. OCSD 11-06 ADOPTING FINDINGS WITH RESPECT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT IN CONSIDERATION OF THE GROUNDWATER REPLENISHMENT SYSTEM FINAL PROGRAM EIR/EIS (FEIR) AS AUGMENTED BY ADDENDUM NO. 5 TO THE FEIR AND RELATED ACTIONS A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ADOPTING FINDINGS WITH RESPECT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT IN CONSIDERATION OF THE GROUNDWATER REPLENISHMENT SYSTEM FINAL PROGRAM EIR/EIS (FEIR) AS AUGMENTED BY ADDENDUM NO. 5 TO THE FEIR AND RELATED ACTIONS WHEREAS, the Boards of Directors of the Orange County Sanitation District (Sanitation District) and Orange County Water District (OCWD) certified the Groundwater Replenishment System (GWRS) (the "Project") Final Program EIR/EIS on March 24, 1999; and WHEREAS, the Sanitation District and OCWD approved minor modifications to the Project, which were approved based upon the Final Program EIR/EIS as augmented by Addendum No. 1 in March 2001, Addendum No. 2 in January 2002, Addendum No. 3 in November 2003, and Addendum No. 4 in February 2005 (the Final Program EIR/EIS, as augmented by Addenda Nos. 1, 2, 3, and 4, is referred to herein as "FEIR"); and WHEREAS, the Sanitation District and OCWD entered into an agreement dated November 12, 2002 entitled "Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("Original 2002 Agreement"). The Original 2002 Agreement sets forth (1) certain rights and obligations relating to the planning, design, construction, operation, and maintenance of the Groundwater Replenishment System ("System") and (2) certain rights and obligations relating to the operation of the Green Acres Project and OCWD's sale of Reclaimed Water to OCSD. OCSD and OCWD amended the 2002 Agreement on October 15, 2003 and April 26, 2006. (The Original 2002 Agreement, as amended on October 15, 2003 and April 26, 2006, is hereinafter referred to as the "2002 Agreement"); and WHEREAS, pursuant to the 2002 Agreement, the Sanitation District and OCWD have planned, designed, and constructed the System. The System commenced operation on January 10, 2008, and has operated continuously since that date; and WHEREAS, on or about May 5, 2010, the Sanitation District and OCWD entered into the "Amended Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres 767986.2 Project" ("Amended Agreement") which was intended to replace the 2002 Agreement while, at the same time, preserve all of the rights and obligations set forth in those portions of the 2002 Agreement incorporated by reference; and WHEREAS, OCWD is planning to expand the System, at its own expense, by expanding the production capacity of the AWT Facilities and related post-treatment facilities to increase treatment capacity by 30 million gallons per day (the "Initial Expansion"). The Initial Expansion includes the construction of two 7.5 million gallon flow equalization storage tanks on property adjacent to the Project site owned by the Sanitation District. OCWD is responsible for the planning, design, construction, and operation of the Initial Expansion; and WHEREAS, on March 30, 2011, as lead agency for the Initial Expansion, OCWD's Board of Directors approved the Initial Expansion. In connection with that approval, and in order to comply with the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. ("CEQA"), OCWD's Board of Directors considered an initial study prepared by OCWD staff and Addendum No. 5 to the FEIR ("Addendum No. 5") and made CEQA findings. On April 4, 2011 , OCWD filed a Notice of Determination under CEQA with respect to its approval of the Initial Expansion ("NOD"). Addendum No. 5 was circulated for public review by OCWD at their discretion; and WHEREAS, the Sanitation District is constructing improvements to its secondary treatment system at Reclamation Plant No. 1 entitled "Secondary Activated Sludge Facility 2 at Plant No. 1, Job No. P1-102" (hereinafter, "Project P1-102") at its own expense. OCSD is responsible for the planning, design, construction, and operation of Project P1-102, and construction of Project P1-102 is in progress; and WHEREAS, the Sanitation District's Board of Directors certified the Subsequent Environmental Impact Report (SEIR) that included Project P1-102 on May 25, 2005; and WHEREAS, in the course of the design of the Initial Expansion, OCWD discovered that there would be a benefit to constructing portions of the Initial Expansion as part of the Sanitation District's current Project P1-102. The portions of the Initial Expansion identified for potential inclusion as part of Project P1-102 include: i) Installation of a portion of a sodium hypochlorite feed pipeline; ii) Installation of Reclaimed Water/Plant Water Tie-Ins; and iii) Installation of a drain line connection to existing manholes (collectively, the "Reimbursable Project P1-102 Items"); and WHEREAS, the Sanitation District has already engaged the services of Kiewit Infrastructure West Co, a construction contractor, for the construction of Project P1-102; and 767986.2 WHEREAS, the Sanitation District and OCWD desire to perform portions of the Initial Expansion and Project P1-102 in a manner that minimizes the impacts to the environment, the public and surrounding community and which would eliminate duplication of work and minimize the impact to new facilities being constructed as part of Project P1-102; and WHEREAS, the Sanitation District and OCWD staff have negotiated a Reimbursement Agreement to memorialize the duties and obligations of each respective Party for the completion of the Reimbursable Project P1-102 Items and Project P1-102; and WHEREAS, Paragraph 31 of the Amended Agreement indicates that in the event the Initial Expansion requires construction of two 7.5 million gallon storage tanks, then the Sanitation District will offer to lease its property to OCWD; and WHEREAS, the Sanitation District and OCWD staff have negotiated a Storage Tanks Lease and License Agreement to facilitate OCWD's Initial Expansion of the Project. NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District, does hereby resolve, declare, determine, and order as follows: Section 1: Based on evidence presented to the Board of Directors, including the FEIR, documents provided by OCWD, and Addendum No. 5 to the FEIR, the Board of Directors of OCSD, as a responsible agency for the Initial Expansion, does hereby consider the FEIR and Addendum No. 5 to the FEIR and finds that pursuant to California CEQA Guidelines Section 15164: (1) No substantial changes are proposed in the project covered by the FEIR which will require major revisions in the FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (2) No substantial changes would occur with respect to the circumstances under which the project covered by the FEIR is undertaken which will require major revisions of the FEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. The physical and environmental circumstances analyzed in the FEIR and Addendum No. 5 with respect to the Initial Expansion are not substantially different than those affecting the originally approved Project analyzed in the FEIR. (3) No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence, at 767986.2 the time the FEIR was certified as complete, shows either that the Initial Expansion will have any significant effects not discussed in the FEIR, that the significant effects of the Initial Expansion will be substantially more severe than shown in the FEIR, that mitigation measures or alternatives found in the FEIR to be infeasible would in fact be feasible, or that any mitigation measures or alternatives are considerably different than those analyzed in the FEIR. The information in the FEIR regarding the environmental impacts, environmental circumstances, mitigation measures and alternatives relating to the Project have not changed, and are the same as those relating to the Initial Expansion. Based on the foregoing, the FEIR, as augmented by Addendum No. 5, adequately analyzes all of the impacts of the Initial Expansion, including the Reimbursable Project P1-102 Items and the construction of the 7.5 million gallon storage tanks on OCSD's property. Section 2: OCWD's Addendum No. 5 is hereby received and filed. Section 3: OCSD staff is hereby authorized and directed to file a Notice of Determination. Section 4: The Reimbursement Agreement under Project P1-102 with OCWD for the construction of Reimbursable Project P1-102 Items is hereby approved, in a form approved by General Counsel, for an estimated amount not to exceed $100,000, to be reimbursed to OCSD by OCWD. Section 5: The General Manager, or his designee, is authorized to negotiate and enter into a Lease and License Agreement with OCWD, in a form approved by General Counsel, for installation of two 7.5 million gallon storage tanks on OCSD's Plant No. 1 site for $1 per year. Section 6: OCSD staff is hereby authorized and directed to take such other steps as are reasonably necessary to effect the construction of the Reimbursable Project P1-102 Items as part of Project P1-102. PASSED AND ADOPTED at a regular meeting held May 25, 2011. Larry R. Crandall, Chair ATTEST: Clerk of the Board 767986.2 ORIGINAL STORAGE TANKS LEASE AND LICENSE AGREEMENT BY AND BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE ORANGE COUNTY WATER DISTRICT This Lease and License Agreement("Lease") is entered into by and between the Orange County Sanitation District(the "Sanitation District") and the Orange County Water District(the "Water District"). The Sanitation District and the Water District are sometimes collectively referred to herein as the "Parties," and individually referred to as each "Party." The Lease shall be effective as of the date executed by both Parties. RECITALS A. The Sanitation District owns that certain real property situated in the City of Fountain Valley, County of Orange, State of California, as shown in Exhibit "A" attached hereto and incorporated herein by reference(the "Property"). B. On November 12, 2002, the Parties entered into that certain Agreement entitled the "Joint Exercise of Powers Agreement for the Development, Operation and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("GWRS Agreement"). C. On March 1, 2003, the Parties entered into a lease agreement entitled "Lease", whereby the Sanitation District leased a portion of its property to the Water District to be used exclusively for purposes related to the Groundwater Replenishment System ("2003 Lease Agreement"). C. On May 5, 2010, the Parties amended the GWRS Agreement by way of a written amendment entitled "Amended Joint Exercise of Powers Agreement for The Development, Operation, and Maintenance of the Groundwater Replenishment System and the Green Acres Project" ("Amendment"). Paragraph 31 of the Amendment indicates that in the event the Initial Expansion requires construction of two 7.5 million gallon storage tanks, then the Sanitation District will offer to lease its property as shown in "Exhibit G" to the Amendment to the Water District. This Lease is the lease referenced in Paragraph 31 of the Amendment. NOW, THEREFORE, in consideration of the foregoing facts and of the terms and conditions set forth herein, the Parties agree as follows: AGREEMENT 1. Lease and Use of the Property. The Sanitation District does hereby lease to the Water District and the Water District does hereby lease from the Sanitation District the Property in the area shown in Exhibit G to the Amendment ("Lease Area"). The Parties intend that all costs or expenses relating to or arising out of the Lease Area are to be paid by the Water District, except as agreed to herein. The Lease Area is to be used exclusively for the purposes of construction and operation of two 7.5 million gallon storage tanks for the storage of Specification Influent as described in the Amendment. Any change in the use of the Lease Area 767439.1 from that permitted in this paragraph without the prior written consent of the Sanitation District is absolutely prohibited. 2. Term. The term of this Lease shall commence on the effective date of this Lease, and the Lease shall continue unless terminated by either Party. If the Sanitation District determines that it requires the Lease Area for Sanitation District upgrades, the Sanitation District may terminate this Lease at any time upon five(5)years'notice to the Water District. 3. Rent. The Water District shall pay to the Sanitation District rent in the amount of one dollar ($1.00) per year. The rent is set at the nominal sum of one dollar ($1.00) per year because the Sanitation District will otherwise receive adequate and substantial consideration from the Water District under the GWRS Agreement and Amendment. 4. Grant of License to the Water District for Temporary Construction Staging/Laydown Area. The Sanitation District hereby grants to the Water District, its employees, consultants, contractors, sub-contractors and designated agents and representatives, a license to use the temporary construction staging area outside the Lease Area as highlighted in Exhibit "B", (hereinafter "License Area"), as may be necessary for construction of the storage tanks and landscaping and in support of the GWRS Initial Expansion Project as long as these staging operations do not unreasonably interfere, in the Sanitation District's reasonable judgment, with the Sanitation District's operations. The term of the license for the License Area shall begin upon execution of this Lease and continue until the storage tanks, GWRS Initial Expansion and landscaping are constructed. Once the storage tanks, GWRS Initial Expansion and landscaping are constructed, the Water District shall remove or cause to be removed by its contractors all equipment, spoils, and structures from the License Area and the Water District shall no longer have access thereto. 5. Utilities. The Water District shall use the Lease Area, License Area and each and every part thereof and the storage tanks, mobile trailers, construction staging/laydown area, facilities,machinery and equipment therein at its own cost and expense, and shall pay or cause to be paid all charges for gas, electricity, light, water, heat, power, telephone, maintenance, landscaping services, and other services used, rendered or supplied upon or in connection with the Lease Area and License Area and each and every part thereof. 6. Repairs and Maintenance. The Water District shall, at its own expense, put, place and keep the Lease Area and License Area in first class order and repair. The Water District shall promptly make any and all interior and exterior repairs and replacements necessary for that purpose, extraordinary as well as ordinary, whether or not such repairs or replacements shall be of structural nature, whether or not such repairs or replacements provide relatively greater benefit to the Sanitation District than the Water District, whether or not such repairs or replacements can be said to be within the present contemplation of the Parties hereto and without regard to the length of the Lease and/or License term, the cost of the repair or replacement, or the degree of interference with the Water District's use while repairs or replacements are being made. 7. Landscaping. The Water District shall install, establish, and maintain landscaping along Ward Street for the first two (2) years following the completion of construction of the two 767439.1 storage tanks in the Lease Area as a buffer and as mitigation for the visual impact of the storage tanks. Design for such landscaping must be approved by the Sanitation District. The Water District will provide the water necessary to establish and maintain healthy growth of the landscape. At the end of the two years, the Sanitation District will take over the obligation to maintain the landscaping along Ward Street, at the intersection of Ward and Egret and extending to the corner of Ward and Garfield as outlined in"Exhibit C". The Water District will continue to provide water at no cost to the Sanitation District. All other landscaping facing Ward Street will be maintained by the Water District. 8. Incorporation of Miscellaneous Provisions. The "Indemnities" provisions of Paragraph 69 in the GWRS Agreement, the "Compliance with Laws" provisions in Paragraph 26 and Paragraph 32 of the Amendment, the "Lease of Space for Storage Tanks" in Paragraph 31 of the Amendment, the "Security" provision in Paragraph 38 of the Amendment, the "Insurance" requirements in Paragraph 39 of the Amendment, the "Independent Contractor Status" in Paragraph 40 of the Amendment, Exhibit "G" of the Amendment, the "Hazardous Materials" provision in Paragraph 6 of the 2003 Lease Agreement, and the "Environmental Indemnity" provision in Paragraph 7 of the 2003 Lease Agreement are incorporated herein by reference as though fully set forth in this Lease. In addition, Paragraphs 71 through 81 of the GWRS Agreement and the "Notices"provision in Paragraph 48 of the Amendment are also incorporated herein by reference as though fully set forth in this Lease. 9. Access. The Sanitation District shall have access to the Lease Area and License Area at reasonable times for the purpose of inspecting the Lease Area and/or License Area, including, but not limited to, taking measures reasonably necessary to evaluate compliance of the Lease Area and/or License Area with all applicable governmental statutes, regulations, ordinances, orders or guidelines relating, in any way, to the environment. Such measures may include taking samples of soil and groundwater and analyzing those samples. Such right of access, however, shall not be construed as obliging the Sanitation District to make repairs to any part of the Lease Area and/or License Area or as obliging the Sanitation District to make any such inspection. The Sanitation District shall also have access to the area outside the Lease Area and License Area to maintain the landscaping as provided herein. 10. Condition of the Lease Area and License Area. The Water District acknowledges that it has had, prior to entering into this Lease, the opportunity to inspect and investigate the Lease Area and License Area to its complete satisfaction, including but not limited to the following: the physical condition of the Lease Area and License Area, including the improvements thereon; the environmental condition of the Lease Area and License Area, including any presence of Hazardous Materials; any covenants and restrictions, easements, zoning ordinances, building and use restrictions, and any other laws, ordinances, rulings or regulations applicable to the Lease Area and License Area. The Water District hereby accepts the Lease Area and License Area in its present condition, subject to all faults of every kind and nature whatsoever whether latent or patent and whether now or hereafter existing, including any presence of Hazardous Materials, and takes the Lease Area and License Area subject to restrictions, easements, zoning ordinances, building and use restrictions and all other laws, ordinances, rulings or regulations applicable to the Lease Area and License Area. The Water District acknowledges that it has not relied upon any representations or warranties whatsoever 767439.1 made by the Sanitation District or any of the Sanitation District's agents which are not expressly set forth in this Lease. The Water District agrees that the Sanitation District shall not be obligated to do any restoration, repairs, or other work in connection with the Lease Area and/or License Area, other than the landscaping obligations set forth herein, and that the Sanitation District shall not be responsible for any work or improvements necessary to cause the Lease Area and/or License Area to meet any applicable laws, ordinances, regulations or be suitable for any particular use. 11. Surrender. The Water District shall, at the termination of this Lease, surrender and deliver up the Lease Area into the possession of the Sanitation District, its successors or assigns, in as good order, condition and repairs as when delivered to the Water District. The Water District shall be responsible for removal of the storage tanks and contractor staging/laydown area and restoring the site to the original condition. 12. Assignment and Subletting. Neither party shall assign, transfer, hypothecate or mortgage this Lease or any interest herein nor sublet the Lease Area or any part thereof without the prior written consent of the other Party; and any assignment (whether it is voluntary, involuntary or by operation of law), transfer, hypothecation, mortgaging or subletting without such prior written consent shall be void, shall entitle the non-consenting Party to terminate the term of this Lease and shall constitute a default hereunder. 13. Effect of Waiver; Remedies Cumulative. The failure of either Party to insist, in any one or more instances, upon the strict performance of any of the terms, covenants, conditions and agreements of this Lease or to exercise any option herein conferred, shall not be considered as waiving or relinquishing for the future any such terms, covenants, conditions, agreements or options, and they shall continue and shall remain in full force and effect. 14. Holding Over. In the event that the Water District remains on the Lease Area after the termination of the term of this Lease without having executed a new written lease with the Sanitation District, such holding over shall not constitute a renewal or extension of this Lease. The Sanitation District may, at its option, elect to treat the Water District as one who has not removed at the of the term and thereupon be entitled to all remedies against the Water District as provided by law in that situation. ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Street Fountain Valley,CA 92708-7018 Telecopier: 714-962-0356 E-Mail:jruth@ocsd.com Attention: General Manager With a copy to: Sanitation District General Counsel: Bradley R. Hogin Woodruff, Spradlin& Smart 767439.1 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Telecopier: 714-415-1106 E-Mail: bhogin@wss-law.com ORANGE COUNTY WATER DISTRICT 18700 Ward Street Fountain Valley, CA 92708-8300 Telecopier: 714-3 78-3 3 73 E-Mail: mmarkus@ocwd.com Attention: General Manager With copy to: Water District General Counsel: Joel D. Kuperberg, Esq. Rutan&Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Telecopier: 714-546-903 5 E-Mail jkuperberg@rutan.com [SIGNATURES ON FOLLOWING PAGE] 767439.1 IN WITNESS WHEREOF, the Parties hereto have executed this Lease as of the last day and year written below. ORANGE C UNTY SANITATION DISTRICT By: rry RCCjafidall, Chair,Bh4d of Directors Date: By: Clerk of the Board Date: APPROVED AS TO F RM: r Brao ey R. 116gin General Counsel Orange County Sanitation District ORANGE COUNTY WATER DI TRICT By: C. 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