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HomeMy WebLinkAbout10-27-2021 Board Meeting Complete Agenda Packet 10-20-2021 OC6SAN ORANGE COUNTY SANITATION DISTRICT ORANGE COUNTY SANITATION DISTRICT SPECIAL NOTICE REGARDING CORONAVIRUS (COVID-19) AND ATTENDANCE AT PUBLIC MEETINGS Governor Newsom signed Assembly Bill (AB) 361 on September 16, 2021, which, in part, addresses the conduct of public meetings in light of the continued State of Emergency order. Effective October 1, 2021, AB 361 suspends the requirements located in California Government Code, Section 54953, Subdivision (b), Paragraph (3) specifically pertaining to the conduct of public meetings. As such, the Orange County Sanitation District (OC San) Board of Directors has determined that due to the size of OC San's Board of Directors (25), and the health and safety of the members, the Board of Directors will be participating in meetings of the Board telephonically and via Internet accessibility. PUBLIC PARTICIPATION Your participation is always welcome. OC San offers several ways in which to interact during meetings. You will find information as to these opportunities below. ONLINE MEETING PARTICIPATION You may join the meeting live via Teams on your computer or similar device or web browser by using the link below: Click here to join the meeting We suggest testing joining a Teams meeting on your device prior to the commencement of the meeting. For recommendations, general guidance on using Teams, and instructions on joining a Teams meeting, please click here. Please mute yourself upon entry to the meeting. Please raise your hand if you wish to speak during the public comment section of the meeting. The Clerk of the Board will call upon you by using the name you joined with. Meeting attendees are not provided the ability to make a presentation during the meeting. Please contact the Clerk of the Board at least 48 hours prior to the meeting if you wish to present any items. Additionally, camera feeds may be controlled by the meeting moderator to avoid inappropriate content. HOW TO PARTICIPATE IN THE MEETING BY TELEPHONE To join the meeting from your phone: Dial (213) 279-1455 When prompted, enter the Phone Conference ID: 246 190 404# All meeting participants may be muted during the meeting to alleviate background noise. If you are muted, please use *6 to unmute. You may also mute yourself on your device. Please raise your hand to speak by use *5, during the public comment section of the meeting. The Clerk of the Board will call upon you by using the last 4 digits of your phone number as identification. NOTE: All attendees will be disconnected from the meeting at the beginning of Closed Session. If you would like to return to the Open Session portion of the meeting, please login or dial-in to the Teams meeting again and wait in the Lobby for admittance. VIEW THE MEETING ONLINE ONLY The meeting will be available for online viewing only at: https://ocsd.legistar.com/Calendar.aspx HOW TO SUBMIT A COMMENT You may provide verbal comment in real time during the meeting. In order to provide a verbal comment, please raise your hand as described above or alert the Clerk of the Board before or during the public comment period. You may also submit your comments and questions in writing for consideration in advance of the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or sending them to OCSanClerk(o)_ocsan.gov with the subject line "PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)" or "PUBLIC COMMENT NON-AGENDA ITEM". You may also submit comments and questions for consideration during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx. The eComment feature will be available for the duration of the meeting. All written public comments will be provided to the legislative body and may be read into the record or compiled as part of the record. TECHNICAL SUPPORT PRIOR TO AND DURING MEETINGS For technical assistance before and during the meeting, please call 714-593-7431. For any other questions and/or concerns, please contact the Clerk of the Board's office at 714-593-7433. Thank you, in advance, for your patience in working with these technologies. We appreciate your interest in OC San! 1 Ellis Avenue Fountainuntain Valley,CA 92708 OC6SAN7.4.962.24., ORANGE COUNTY SANITATION DISTRICT www.ocsan_gov October 20, 2021 Serving: -,naheim Brea NOTICE OF MEETING Buena Park Cypress BOARD OF DIRECTORS Fountain Valley ORANGE COUNTY SANITATION DISTRICT cullert°n ,crcen Grove Huntington Beach Wednesday, October 27, 2021 — 6:00 P.M. Irvine La Habra ACCESSIBILITY FOR THE GENERAL PUBLIC La Palma Your participation is always welcome. Specific information as to how to Los Alamitos participate in this meeting is detailed in the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact Newport Beach during meetings: you may join the meeting live via Teams on your Orange computer or similar device or web browser, join the meeting live via Placentia telephone, view the meeting online, and/or submit comments for Santa Ana consideration before or during the meeting. Seal Beach The Regular Meeting of the Board of Directors of the Orange County Sanitation Stanton District will be held in the manner indicated above on Wednesday, October 27, 2021 at 6:00 p.m. Tustin Villa Park County of Orange Costa Mesa Sanitary District lerk o e Ooard Midway City Sanitary District Upcoming Meetings: Irvine Ranch Water District Steering Committee - Wednesday, November 17, 2021 at 5:00 p.m. Yorba Linda Board Meeting - Wednesday, November 17, 2021 at 6:00 p.m. Water District Our Mission:To protect public health and the environment by providing effective wastewater collection, treatment, and recycling. BOARD MEETING DATES November 17, 2021 * December 15, 2021 * January 26, 2022 February 23, 2022 March 23, 2022 April 27, 2022 May 25, 2022 June 22, 2022 July 27, 2022 August 24, 2022 September 21 , 2022 November 16, 2022 *Meeting will be held on the third Wednesday of the month ORANGE COUNTY SANITATION DISTRICT Effective 7/13/2021 BOARD OF DIRECTORS Complete Roster ALTERNATE AGENCY/CITIES ACTIVE DIRECTOR DIRECTOR Anaheim Stephen Faessel Jose Diaz Brea Glenn Parker Steven Vargas Buena Park Art Brown Connor Traut Cypress Paulo Morales Anne Hertz Fountain Valley Patrick Harper Glenn Grandis Fullerton Jesus J. Silva Nick Dunlap Garden Grove Steve Jones John O'Neill Huntington Beach Kim Carr Dan Kalmick Irvine Anthony Kuo Farrah N. Khan La Habra Rose Espinoza Jose Medrano La Palma Marshall Goodman Nitesh Patel Los Alamitos Mark A. Chirco Ron Bates Newport Beach Brad Avery Joy Brenner Orange Kim Nichols Chip Monaco Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Nelida Mendoza Seal Beach Sandra Massa-Lavitt Schelly Sustarsic Stanton David Shawver Carol Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Chad Zimmerman Robert Collacott Sanitary/Water Districts Costa Mesa Sanitary District Bob Ooten Art Perry Midway City Sanitary District Andrew Nguyen Sergio Contreras Irvine Ranch Water District John Withers Douglas Reinhart Yorba Linda Water District Brooke Jones Phil Hawkins County Areas Board of Supervisors Doug Chaffee Donald P. Wagner "'06SAN ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 - 6:00 PM Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA POSTING: In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsan.gov not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all, or a majority of the Board of Directors, are available for public inspection in the office of the Clerk of the Board. AGENDA DESCRIPTION: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. MEETING AUDIO: An audio recording of this meeting is available within 24 hours after adjournment of the meeting. Please contact the Clerk of the Board's office at(714) 593-7433 to request the audio file. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be submitted in writing to the Clerk of the Board: Kelly A. Lore, MMC, (714) 593-7433/klore@ocsan.gov at least 14 days before the meeting. FOR ANY QUESTIONS ON THE AGENDA, BOARD MEMBERS MAY CONTACT STAFF AT: General Manager: Jim Herberg,jherberg@ocsan.gov/(714) 593-7300 Asst. General Manager: Lorenzo Tyner, Ityner@ocsan.gov/(714) 593-7550 Asst. General Manager: Rob Thompson, rhompson@ocsan.gov/(714)593-7310 Director of Human Resources: Celia Chandler, cchandler@ocsan.gov/(714) 593-7202 Director of Engineering: Kathy Millea, kmillea@ocsan.gov/(714) 593-7365 Director of Environmental Services: Lan Wiborg, Iwiborg@ocsan.gov/(714) 593-7450 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 CALL TO ORDER Board Chairman John Withers INVOCATION AND PLEDGE OF ALLEGIANCE Kim Carr (Huntington Beach) ROLL CALL (Clerk of the Board) Clerk of the Board PUBLIC COMMENTS: Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during meetings: you may join the meeting live via Teams on your computer or similar device or web browser,join the meeting live via telephone, view the meeting online, and/or submit comments for consideration before or during the meeting. You may provide verbal comment in real time during the meeting. In order to provide a verbal comment, please raise your hand (directions provided in the Special Notice attached to this agenda) or alert the Clerk of the Board before or during the public comment period. You may submit your comments and questions in writing for consideration in advance of the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or sending them to OCSanClerk@ocsan.gov with the subject line "PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)"or"PUBLIC COMMENT NON-AGENDA ITEM". You may also submit comments and questions for consideration during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Ca/endar.aspx. The eComment feature will be available for the duration of the meeting. All written public comments will be provided to the legislative body and may be read into the record or compiled as part of the record. SPECIAL PRESENTATIONS: 1. EMPLOYEE SERVICE AWARDS 2021-1892 20-year Service Awards George Crawford Senior Mechanic Division 870 Luis Kawile Machinist Division 870 Originator: Kelly Lore REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. Page 1 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 2. APPROVAL OF MINUTES 2021-1893 RECOMMENDATION: Approve Minutes of the Board of Directors Special Meetings held September 29, 2021 and October 6, 2021. Originator: Kelly Lore Attachments: Agenda Report 09-29-2021 Board Special Meeting Minutes 10-06-2021 Board Special Meeting Minutes RECEIVE AND FILE: 3. COMMITTEE MEETING MINUTES 2021-1549 RECOMMENDATION: Receive and file the following: A. Minutes of the GWRS Steering Committee Meeting held July 12, 2021 B. Minutes of the Steering Committee Meeting held August 25, 2021 C. Minutes of the Operations Committee Meeting held September 1, 2021 D. Minutes of the Administration Committee Meeting held September 8, 2021 Originator: Kelly Lore Attachments: Agenda Report 07-12-2021 GWRS Steering Committee Meeting Minutes 08-25-2021 Steering Committee Minutes 09-01-2021 Operations Committee Minutes 09-08-2021 Administration Committee Minutes 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH 2O21-1699 OF SEPTEMBER 2021 RECOMMENDATION: Receive and file the following: Report of the Investment Transactions for the month of September 2021. Originator: Lorenzo Tyner Attachments: Agenda Report Investment Transactions for the Month of September 2021 Page 2 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 5. ORANGE COUNTY SANITATION DISTRICT ANNUAL REPORT - 2021-1888 FISCAL YEAR 2020-2021 RECOMMENDATION: Receive and file the Orange County Sanitation District Annual Report for Fiscal Year 2020-2021. Originator: Jim Herberg Attachments: Agenda Report 2020-2021 Annual Report OPERATIONS COMMITTEE: 6. PLANT NO. 1 BUILDING A FEEDER CABLES REPLACEMENT 2021-1894 (MP-337) RECOMMENDATION: A. Approve a Service Contract to AMTEK Construction for P1 Building A Feeder Cables Replacement (MP-337), for 480V feeder cables, per Specification No. S-2021-1261 BD, for a total amount not to exceed $356,333; and B. Approve a contingency of $35,633 (10%). Originator: Rob Thompson Attachments: Agenda Report S-2021-1261 BD Final Contract 7. SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1, PROJECT NO. 2021-1895 FE19-04 RECOMMENDATION: A. Receive and file Bid Tabulation and Recommendation for Sunflower Pump Replacement at Plant No. 1, Project No. FE 19-04; B. Award a Construction Contract to GSE Construction Company Inc. for Sunflower Pump Replacement at Plant No. 1, Project No. FE19-04, for a total amount not to exceed $2,123,200; and C. Approve a contingency of $212,320 (10%). Originator: Kathy Millea Attachments: Agenda Report FE19-04 Contract Agreement & Exhibit A (Schedule of Prices) Presentation - FE19-04 Sunflower Pump Replacement Page 3 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 8. NEWHOPE-PLACENTIA TRUNK REPLACEMENT, SEGMENT B, 2021-1896 PROJECT NO. 2-72B RECOMMENDATION: Approve a contingency increase of $1,164,840 (2%) to the Construction Contract with Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Project Nos. 2-72B and 2-72C, for a total construction contingency of $6,989,040 (12%). Originator: Kathy Millea Attachments: Agenda Report Presentation - 2-72B Contingency ADMINISTRATION COMMITTEE: 9. MAXIMO MOBILE SOLUTION FOR WAREHOUSE 2021-1913 RECOMMENDATION: A. Approve a Professional Services Agreement to Total Resource Management, Inc. to provide a Maximo Mobile Solution, Specification No. CS-2021-1257BD, for a total amount not to exceed $174,722; and B. Approve a contingency of $26,208 (15%). Originator: Lorenzo Tyner Attachments: Agenda Report CS-2021-1257BD Agreement InterPro Solutions Software Agreement 10. RENEWAL OF ESRI GIS ENTERPRISE LICENSE AGREEMENT 2021-1914 SUBSCRIPTION AND SUPPORT RECOMMENDATION: A. Approve Amendment No. 2 of Agreement 334620 with Environmental Systems Research Institute, Inc. for the renewal of the Sole Source GIS Enterprise License Agreement, for a three-year period commencing December 31, 2021 through December 30, 2024, for a total amount not to exceed $382,000; and B. Approve a not to exceed contingency of $19,100 (5%). Originator: Lorenzo Tyner Attachments: Agenda Report ESRI Amendment No. 2 Page 4 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 11. WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2021-1915 2022A RECOMMENDATION: Authorize the General Manager to issue new fixed rate Certificates of Participation, to be referred to as Wastewater Refunding Revenue Obligations, in an amount sufficient to refund (1) up to $100,645,000 of Wastewater Refunding Revenue Obligations, Series 2012A and (2) up to $6,670,000 of Wastewater Refunding Revenue Obligations, Series 2012B. Originator: Lorenzo Tyner Attachments: Agenda Report Presentation - Debt Program Update Presentation - Refunding Revenue Obligations LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 12. LABOR RELATIONS - CHIEF NEGOTIATOR AGREEMENT 2021-1928 RECOMMENDATION: Authorize the Board Chair to execute an agreement with Liebert Cassidy Whitmore, for Laura Drottz Kalty to serve as the external Chief Negotiator for labor contract negotiations and related items, for an amount not to exceed $150,000. Originator: Celia Chandler Attachments: Agenda Report Liebert Cassidy Whitmore Agreement 13. SUCCESSION MANAGEMENT - EXECUTIVE MANAGEMENT TEAM 2021-1929 RECOMMENDATION: Authorize recruitment and selection for the vacant Director of Operations and Maintenance position. Originator: Jim Herberg Attachments: Agenda Report Page 5 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 NON-CONSENT: 14. CONTINUATION OF TELECONFERENCED PUBLIC MEETINGS 2021-1898 RECOMMENDATION: Adopt Resolution No. OC SAN 21-15 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the continuation of Remote Meetings pursuant to Government Code Section 54953". Originator: Lorenzo Tyner Attachments: Agenda Report Resolution No. OC SAN 21-15 INFORMATION ITEMS: None. AB 1234 DISCLOSURE REPORTS: This item allows Board members to provide a brief oral report regarding the disclosure of outside committees, conferences, training, seminars, etc. attended at the Agency's expense, per Government Code§53232.3(d). CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson 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 the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. CS-1 CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE 2021-1930 SECTION 54957.6 RECOMMENDATION: Convene in Closed Session: Agency Designated Representatives: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, and Director of Human Resources Celia Chandler. Employee Organizations: International Union of Operating Engineers Local 501, Orange County Employees Association, Supervisory and Professional Management Group, and unrepresented: Confidential, Managers, and Executive Managers. Page 6 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 Attachments: Agenda Report CS-1 General Counsel Memo re Labor Negotiations Board 10-27-2021 CS-2 CONFERENCE WITH REAL PROPERTY NEGOTIATORS - 2021-1931 GOVERNMENT CODE SECTION 54956.8 RECOMMENDATION: Convene in Closed Session: Property: 7292 Slater Avenue Huntington Beach, CA - APN No. 110-010-39 Agency negotiators: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, and Assistant General Manager Rob Thompson Negotiating parties: Northington Huntington Beach Investors LLC Under negotiation: Price and terms of payment Attachments: Agenda Report CS-2 General Counsel Memo re Real Property Board 10-27-21 CS-3 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - 2021-1932 GOVERNMENT CODE SECTION 54956.9(d)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 3 A. Gilbert Barela v. Orange County Sanitation District; Steve Thornburg; Roy Reynolds; and Does 1-100, inclusive. Superior Court of California, County of Orange, Case No. 30-2021-01220927-CU-WT-CJC. B. Heidi M. Janz v. Orange County Sanitation District; Its Board of Directors, Officers, Officials, Agents and Celia Chandler, Director of Human Resources and Does 1 through 10, Superior Court of California, County of Orange, Case No. 30-2021-01208616-CU-OE-CJC. C. Raul Palazuelos v. Orange County Sanitation District, a government entity; Richard Kwiecien, an individual; and Does 1 through 100, inclusive. Superior Court of California, County of Orange, Case No. 30-2021-01217839-CU-OE-CJC. Page 7 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 Attachments: Agenda Report CS-3A General Counsel Memo re Barela Litigation Board 10-27-21 CS-313 General Counsel Memo re Janz Litigation Board 10-27-21 CS-3C General Counsel Memo re Palazuelos Litigation Board 10-27-21 CS-4 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED 2021-1933 LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(4) RECOMMENDATION: Convene in Closed Session: Number of Potential Cases: 1 Potential initiation of eminent domain litigation regarding property owned by Bayside Village Marina, LLC. Attachments: Agenda Report CS-4 General Counsel Memo re Eminient Domain Litigation Board 10-27-21 CS-5 CONFERENCE WITH REAL PROPERTY NEGOTIATORS - 2021-1934 GOVERNMENT CODE SECTION 54956.8 RECOMMENDATION: Convene in Closed Session: Property: Portions of 300 East Coast Highway, Newport Beach, CA; APN No. 440-132-60. Agency negotiators: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Millea, and Controller Wally Ritchie. Negotiating parties: Bayside Village Marina, LLC Under negotiation: Price and terms of payment Attachments: Agenda Report CS-5 General Counsel Memo re Real Property Board 10-27-21 RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: Page 8 of 9 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 27, 2021 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: At this time Directors may request staff to place an item on a future agenda. ADJOURNMENT: Adjourn the Board meeting until the Regular Meeting of the Board of Directors on November 17, 2021 at 6:00 p.m. Page 9 of 9 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1893 Agenda Date: 10/27/2021 Agenda Item No: 2. FROM: James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: APPROVAL OF MINUTES GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve Minutes of the Board of Directors Special Meetings held September 29, 2021 and October 6, 2021. BACKGROUND In accordance with the Board of Directors Rules of Procedure, an accurate record of each meeting will be provided to the Directors for subsequent approval at the following meeting. RELEVANT STANDARDS • Resolution No. OC SAN 21-04 ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Minutes of the Board of Directors meeting held September 29, 2021 • Minutes of the Board of Directors meeting held October 6, 2021 Orange County Sanitation District Page 1 of 1 Printed on 10/19/2021 powered by LegistarTM ORANGE COUNTY SANITATION DISTRICT MINUTES BOARD OF DIRECTORS SPECIAL MEETING SEPTEMBER 29, 2021 A� AN ORANGE COUNTY SANITATION DISTRICT Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 BOARD OF DIRECTORS Minutes September 29, 2021 CALL TO ORDER A special meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman John Withers on September 29, 2021 at 6:15 p.m. in the Administration Building. Director Steve Jones delivered the invocation and led the Pledge of Allegiance. Chair Withers announced that the meeting was being held telephonically and via audio/video teleconferencing in accordance with the Governor's Executive Order No. N-29-20, due to the Coronavirus Pandemic (COVID-19). Chair Withers announced the meeting guidelines. ROLL CALL AND DECLARATION OF QUORUM The Clerk of the Board declared a quorum present as follows: PRESENT: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) ABSENT: Patrick Harper and Johnathan Ryan Hernandez STAFF PRESENT: Kelly Lore, Clerk of the Board, and Brian Engeln were present in the Board Room. Jim Herberg, General Manager; Rob Thompson, Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler, Director of Human Resources; Kathy Millea, Director of Engineering; Lan Wiborg, Director of Environmental Services; Eddie Baker; Angela Brandt; Andrew Brown; Jennifer Cabral; Mortimer Caparas; Ron Cortez; Raul Cuellar; Tyler Hoang; Tina Knapp; Laura Maravilla; Rob Michaels; Jeff Mohr; Andrew Nau; Wally Ritchie; Jim Spears; Thomas Vu; and Ruth Zintzun were in attendance telephonically. OTHERS PRESENT: Brad Hogin, General Counsel, and Gary Weisberg, Associate Counsel, were present in the Board Room; Dan Fears, Special Counsel, was in attendance telephonically. PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: 1. EMPLOYEE SERVICE AWARDS 2021-1851 Originator: Kelly Lore Chair Withers recognized the following employee service awards: Page 1 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 30-year Service Awards Ron Cortez - Operations Supervisor, Division 830 Tyler Hoang - Lead Plant Operator, Division 830 REPORTS: Chair Withers stated that Executive Orders N-25-20 and N-29-20, which temporarily suspended portions of the Brown Act that allowed for public meetings to be held virtually, will expire on September 30, 2021; and explained that AB 361, recently signed by the Governor, will allow Committee and Board meetings to remain virtual under a declared emergency. Chair Withers shared the specifics of the new law and stated that a Special Meeting of the Board of Directors will be held on October 6, 2021 at 5:00 p.m. to hear the initial Resolution. This will be just prior to the Regular Meeting of the Operations Committee Meeting which will meet at a special time of 5:30 p.m. Char Withers acknowledged and thanked the following 12 employees who lend their time to assist in outreach goals and provide tours or presentations about OC San: Pegah Behravan, Andrew Brown, Raul Cuellar, Andy DaSilva, Dickie Fernandez, Brad Moore, Cindy Murra, Eros Yong, Cortney Light, Sam Choi, Violet Renick, and Mike Zedek Chair Withers reported on his recent participation in a Federal Legislative Briefing at OCWD regarding PFAS in the water and wastewater world and the potential impacts to the water industry. He stated that OCWD's President Sheldon and General Manager Mike Markus participated in the forum, along with attendees that included Congressional staff and local elected officials. Chair Withers reminded the members that they would receive their OC San monthly talking points tomorrow to assist with reporting out to their councils, boards, and community groups. General Manager Jim Herberg stated that the Annual Capital Improvement Program Report was provided in the agenda packet. Chair Withers requested that a hard copy be provided to all of the new Directors. Mr. Herberg provided a brief update on the construction of the Headquarters Building stating the site is now cleared and the contractor has begun to bring in equipment. He stated that updates will continue to be provided as construction progresses. Mr. Herberg provided an update on completion of the Newhope-Placentia project in Anaheim and Fullerton allowing additional water to be made available for the GWRS. He stated that an additional 6 MGD of wastewater that previously flowed into the Santa Ana River Interceptor line, which cannot be reclaimed, is being diverted to Plant No. 1; and that once the Yorba Linda Pump Station is abandoned, an additional 2 MGD will also be diverted for GWRS. Page 2 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 CONSENT CALENDAR: 2. APPROVAL OF MINUTES 2021-1860 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Board of Directors held August 25, 2021. AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: Rose Espinoza and Farrah Khan (Alternate) RECEIVE AND FILE: 3. CAPITAL IMPROVEMENT PROGRAM ANNUAL REPORT 2021-1424 Originator: Kathy Millea WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: Receive and file the Capital Improvement Program Annual Report for Fiscal Year 2020-2021. 4. COMMITTEE MEETING MINUTES 2021-1548 Originator: Kelly Lore WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: A. Minutes of the Operations Committee Meeting held July 7, 2021 B. Minutes of the Legislative and Public Affairs Committee Meeting held July 12, 2021 C. Minutes of the Administration Committee Meeting held July 14, 2021 D. Minutes of the Steering Committee Meeting held July 28, 2021 5. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH 2O21-1698 OF AUGUST 2021 Originator: Lorenzo Tyner Page 3 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: Report of the Investment Transactions for the month of August 2021. OPERATIONS COMMITTEE: 6. PUMP STATION PORTABLE GENERATOR CONNECTORS, 2021-1840 PROJECT NO. FE19-01 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Pump Station Portable Generator Connectors, Project No. FE19-01; B. Award a Construction Contract to Pacific International Electric Company, Inc., dba Pacific Industrial Electric, for Pump Station Portable Generator Connectors, Project No. FE19-01, for an amount not to exceed $1,207,479; and C. Approve a contingency of $120,748 (10%). AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 7. CONDITION ASSESSMENT ON-CALL CONTRACTOR SUPPORT 2021-1841 SERVICES SPECIFICATION NO. S-2021-1255BD Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract with Jamison Engineering for Condition Assessment On-Call Contractor Support Services, Specification S-2021-1255BD, for the period of November 1, 2021 through October 31, 2022, for a total amount not to exceed $783,470, with four, one-year renewal options; and B. Approve an annual contingency of $78,347 (10%). Page 4 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 8. EPSA MOTOR COOLING IMPROVEMENTS AT PLANT NO. 2, 2021-1842 PROJECT NO. FE19-06 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for EPSA Motor Cooling Improvements at Plant No. 2, Project No. FE19-06; B. Award a Construction Contract to Mehta Mechanical Company Inc. dba MMC Inc. for EPSA Motor Cooling Improvements at Plant No. 2, Project No. FE19-06, for a total amount not to exceed $854,000; and C. Approve a contingency of $85,400 (10%). AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 9. ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORT 2021-1843 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Engineering Program Contract Performance Report for the period ending June 30, 2021. Page 5 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 10. PLANT NO. 2 PRIMARY DISTRIBUTION STRUCTURE B GATES 2021-1844 REPAIR Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract to J.R. Filanc Construction Co. to repair ten slide gates for Plant No. 2 Primary Distribution Structure, per Specification No. S-2021-124913D, for a total amount not to exceed $309,500, including sales tax and freight; and B. Approve a contingency of $46,425 (15%). AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 11. FLEET PURCHASE OF REPLACEMENT VEHICLES, LIGHT DUTY 2021-1845 TRUCKS, AND MEDIUM DUTY TRUCKS FOR FY21-22 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Purchase Order to National Auto Fleet Group to purchase one Ford F550 service body utility truck and five Ford F250 service body utility trucks using Sourcewell Cooperative Contract No. 120716-NAF, for a total amount of $326,408; and B. Approve a 5% contingency of $16,321. Page 6 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 12. ON-CALL MAINTENANCE AND REPAIR MASTER SERVICES 2021-1846 CONTRACTS - SPECIFICATION NO. S-2021-1234BD Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Master Services Contracts to provide on-call maintenance and repair services, Specification No. S-2021-1234BD, for a one-year period effective December 1, 2021 through November 30, 2022, with two, one-year renewal options, in accordance with Ordinance No. OC SAN-56, Section 2.03(F), with the seven qualified firms, for bids less than $300,000: 1. Jamison Engineering Contractor, Inc. 2. Charles King Company 3. J.R. Filanc Construction Company, Inc. 4. Shimmick Construction Company, Inc. 5. W.A. Rasic Construction Company, Inc. 6. Kiewit Infrastructure West Co. 7. O'Connell Engineering & Construction, Inc.; and B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to seven firms in accordance with the Request for Qualifications Specification No. S-2021-123413D. AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 13. PROCUREMENT OF 21 ELECTRIC CARTS 2021-1847 Originator: Rob Thompson Page 7 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Purchase Order to Southwest Toyota Lift for the purchase of 21 electric carts using OMNIA Partners Cooperative Contract No. EV2671 for a total amount not to exceed $432,283, including tax and freight; and B. Approve a contingency of $21,615 (5%). AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 14. MANHOLE FRAME AND COVER SERVICES, SPECIFICATION NO. 2021-1848 S-2021-1258BD Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract to Ayala Engineering, Inc. to provide Manhole Frame & Cover Replacement Services, Specification No. S-2021-125813D, for a total amount not to exceed $992,105 for the period beginning November 1, 2021 through October 31, 2022, with four, one-year renewal options; and B. Approve a contingency of $148,816 (15%). AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 15. AGREEMENT FOR PURCHASE OF ANIONIC POLYMER, 2021-1849 SPECIFICATION NO. C-2021-1252BD Originator: Rob Thompson Page 8 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Chemical Supplier Agreement to Polydyne, Inc. for the purchase of Liquid Anionic Polymer, Specification No. C-2021-125213D, for the period of November 1, 2021 through October 31, 2022, for a unit price of $4.50 per active pound delivered, plus applicable sales tax for a total estimated annual amount of $685,125, with four, one-year renewal options; and B. Approve an annual unit price contingency of 10%. AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 16. REDHILL RELIEF SEWER RELOCATION AT STATE ROUTE 55, 2021-1850 PROJECT NO. FE18-13 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Approve the First Amendment to Utility Agreement No. OCSD-1005, between the Orange County Sanitation District and the Orange County Transportation Authority agreeing to a funding increase for the relocation and protection of the Redhill Relief Sewer at State Route 55 in the City of Santa Ana. AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None ADMINISTRATION COMMITTEE: 17. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS 2021-1856 TO THE PRE-APPROVED OEM SOLE SOURCE LIST Originator: Lorenzo Tyner Page 9 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of April 1, 2021 to June 30, 2021; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of April 1, 2021 to June 30, 2021: • CBS Aresafe - Remote Switch Actuators • MILTON ROY - Pumps and Equipment • MONTEREY BAY AQUARIUM RESEARCH INSTITUTE (MBARI) - Ocean Mooring Support • RDI TECHNOLOGIES, INC. - Iris M and Iris MX Systems • SEAL ANALYTICAL, INC - DEENA Automated Digestion System, Parts, and Software AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 18. REIMBURSEMENTS TO BOARD MEMBERS AND STAFF 2021-1857 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Receive and file report of reimbursements to Board Members and Staff per Government Code Section 53065.5 for the period July 1, 2020 through June 30, 2021. AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None Page 10 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 19. PUBLIC AFFAIRS UPDATE FOR THE MONTHS OF JULY AND 2021-1863 AUGUST 2021 Originator: Jim Herberg MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Public Affairs Update for the months of July and August 2021. AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None 20. LEGISLATIVE AFFAIRS UPDATE FOR THE MONTHS OF 2021-1864 JULY/AUGUST 2021 Originator: Jim Herberg MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Legislative Affairs Update for the month of July and August 2021. AYES: Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Farrah Khan (Alternate) NOES: None ABSENT: Patrick Harper and Johnathan Ryan Hernandez ABSTENTIONS: None STEERING COMMITTEE: None. NON-CONSENT: None. Page 11 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 INFORMATION ITEMS: 21. STRATEGIC PLAN 2021 2021-1871 Originator: Jim Herberg ITEM RECEIVED AS: Information Only. AB 1234 DISCLOSURE REPORTS: Director Dave Shawver provided information regarding his recent attendance at the monthly OCCOG meeting. Director Faessel provided information regarding his attendance at the recent ISDOC meeting. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(4), 54956.8, 54957.6 & 54956.9(d)(1). The Board convened in closed session at 6:49 p.m. Items CS-2(B), CS-2(C), and CS-3 were not heard. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. CS-1 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED 2021-1881 LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(4) CONVENED IN CLOSED SESSION: Number of Potential Cases: 2 A. Initiation of litigation regarding permittee: Aseptic Technology and Beverage Visions, LLC. B. Potential initiation of eminent domain litigation regarding property owned by Bayside Village Marina, LLC. CS-2 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - 2021-1882 GOVERNMENT CODE SECTION 54956.9(d)(1) CONVENED IN CLOSED SESSION: Item CS-213 and CS-2C were not heard. Page 12 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 Number of Cases: 3 A. Arlin Blazevic v. Orange County Sanitation District; Natasha Dubrovski; Lorenzo Tyner; and Does 1-100, inclusive. Superior Court of California, County of Orange, Case No. 30-2020-01149812-CU-WT-CJC. B. Heidi M. Janz v. Orange County Sanitation District; Its Board of Directors, Officers, Officials, Agents and Celia Chandler, Director of Human Resources and Does 1 through 10, Superior Court of California, County of Orange, Case No. 30-2021-01208616-CU-OE-CJC. C. Raul Palazuelos v. Orange County Sanitation District, a government entity; Richard Kwiecien, an individual; and Does 1 through 100, inclusive. Superior Court of California, County of Orange, Case No. 30-2021-01217839-CU-OE-CJC. CS-3 CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT 2021-1879 CODE SECTION 54957.6 ITEM NOT HEARD: Agency Designated Representatives: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, and Director of Human Resources Celia Chandler. Employee Organizations: International Union of Operating Engineers, Local 501; Orange County Employees Association; and the Supervisors and Professionals Group. CS-4 CONFERENCE WITH REAL PROPERTY NEGOTIATORS - 2021-1880 GOVERNMENT CODE SECTION 54956.8 CONVENED IN CLOSED SESSION: Number of Cases: 1 Property: Portions of 300 East Coast Highway, Newport Beach, CA; APN No. 440-132-60. Agency negotiators: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Millea, and Controller Wally Ritchie. Negotiating parties: Bayside Village Marina, LLC Under negotiation: Price and terms of payment Page 13 of 14 BOARD OF DIRECTORS Minutes September 29, 2021 RECONVENED IN REGULAR SESSION. The Board reconvened in regular session at 7.29 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: At 7:30 p.m., Chair Withers adjourned the meeting until the Regular Meeting of the Board of Directors to be held on Wednesday, October 27, 2021 at 6:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board Page 14 of 14 ORANGE COUNTY SANITATION DISTRICT MINUTES BOARD OF DIRECTORS SPECIAL MEETING OCTOBER 6, 2021 A� AN ORANGE COUNTY SANITATION DISTRICT Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 BOARD OF DIRECTORS Minutes October 6, 2021 CALL TO ORDER A special meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman John Withers on October 6, 2021 at 5:02 p.m. in the Administration Building. Chair Withers announced that the meeting was being held telephonically and via audio/video teleconferencing in accordance with California Government Code Section 54953, Subdivision (b), Paragraph (3) due to the continued Coronavirus Pandemic (COVID-19). Chair Withers announced the meeting guidelines and protocols. ROLL CALL AND DECLARATION OF QUORUM The Clerk of the Board declared a quorum present as follows: PRESENT: Brad Avery, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Patrick Harper, Brooke Jones, Anthony Kuo, Sandra Massa-Lavitt, Andrew Nguyen, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke and John Withers ABSENT: Art Brown, Johnathan Ryan Hernandez, Steve Jones, Paulo Morales, Kim Nichols and Chad Zimmerman STAFF PRESENT: Jim Herberg, General Manager; Kelly Lore, Clerk of the Board; and Mortimer Caparas were present in the Board Room. Rob Thompson, Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler, Director of Human Resources; Kathy Millea, Director of Engineering; Lan Wiborg, Director of Environmental Services; Jennifer Cabral; Sam Choi; Dean Fisher; John Frattali; Tina Knapp; Laura Maravilla; Joshua Martinez; Rob Michaels; Wally Ritchie; and Thomas Vu were in attendance telephonically. OTHERS PRESENT: Brad Hogin, General Counsel, was in attendance telephonically. PUBLIC COMMENTS: None. NON-CONSENT: 1. IMPLEMENTATION OF AB 361 TO ALLOW TELECONFERENCED 2021-1886 PUBLIC MEETINGS Originator: Lorenzo Tyner Chair Withers provided an introduction to the item and explained the necessity of the Resolution. Page 1 of 2 BOARD OF DIRECTORS Minutes October 6, 2021 MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OC SAN 21-14 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing Remote Meetings pursuant to Government Code Section 54953". AYES: Brad Avery, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Marshall Goodman, Patrick Harper, Brooke Jones, Anthony Kuo, Sandra Massa-Lavitt, Andrew Nguyen, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke and John Withers NOES: None ABSENT: Art Brown, Johnathan Ryan Hernandez, Steve Jones, Paulo Morales, Kim Nichols and Chad Zimmerman ABSTENTIONS: None OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: At 5:15 p.m., Chair Withers adjourned the Special Meeting until the Regular Meeting of the Board of Directors to be held on Wednesday, October 27, 2021 at 6:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board Page 2 of 2 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1549 Agenda Date: 10/27/2021 Agenda Item No: 3. FROM: James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: COMMITTEE MEETING MINUTES GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the following: A. Minutes of the GWRS Steering Committee Meeting held July 12, 2021 B. Minutes of the Steering Committee Meeting held August 25, 2021 C. Minutes of the Operations Committee Meeting held September 1, 2021 D. Minutes of the Administration Committee Meeting held September 8, 2021 BACKGROUND In accordance with the Board of Directors Rules of Procedure, an accurate record of each meeting will be provided to the Directors for subsequent approval at the following meeting. RELEVANT STANDARDS • Resolution No. OC SAN 21-04 ADDITIONAL INFORMATION The minutes of the Committee meetings are approved at their respective Committees and brought forth to the Board of Directors for receive and file only. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Minutes of the Monthly Committee Meetings Orange County Sanitation District Page 1 of 1 Printed on 10/19/2021 powered by LegistarTM DocuSign Envelope ID: 19144159-F263-438A-947A-FA3B72285262 MINUTES OF THE MEETING GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE Monday, July 12, 2021 OCWD Director Cathy Green called the Groundwater Replenishment System Steering Committee meeting to order via Zoom webinar. Following the Pledge of Allegiance to the flag, the Secretary called the roll and reported a quorum. Committee Members David Shawver (arrived @ 5:05 pm) Roger Yoh Cathy Green Bob Ooten Tri Ta (arrived @ 5:10 pm) Ryan Gallagher Alternates Kelly Rowe Jesus Silva Dina Nguyen (absent) Brooke Jones Steve Sheldon (absent) John Withers (absent) OCWD Directors Whitaker and Mendoza were in attendance. OCWD Staff OC SAN Staff Mehul Patel, Sandy Scott-Roberts, Gina Ayala, Jim Herberg, Jennifer Cabral Leticia Villarreal, Recording Secretary CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Green, seconded by Director Ooten and carried [6-0] as follows. Yes— Shawver, Yoh, Green, Ooten, Gallagher, Rowe 1. Minutes of Previous Meeting The minutes of the GWRS Steering Committee meeting held April 12, 2021 are approved as presented. Director Ta arrived during discussion of the following item. INFORMATIONAL ITEMS 2. GWRS Operations Update Executive Director of Operations Mehul Patel reported that the average daily production for the quarter, April through July 2021, was 90 mgd. He reported that as of June 30, 2021, the GWRS Fiscal Year 2020-2021 final production total was 99,236 acre feet (af) which is 3,764 of below the target fiscal year production due to the GWRS final expansion construction related outages. He advised that GWRS was offline a total of four days over the FY20-21 as part of the GWRS Final Expansion construction project. Mr. Patel stated that production was better overall than anticipated even with all the construction related outages. He noted that going into the next fiscal year, there is a large outage scheduled in August that will likely last 10 to 14 days. 3. Update on GWRS Final Expansion DocuSign Envelope ID: 19144159-F263-438A-947A-FA3B72285262 GWRS Program Manager Sandy Scott-Roberts provided a presentation on construction activities and schedules, completion status of project elements and the project budget. She also provided an update on the Headworks Modification Project and Pipeline Rehabilitation Project. Director Rowe questioned whether there was a lot of dewatering going on at the project. Ms. Scott-Roberts advised that Shimmick Construction has dewatering wells set up for the pipeline to Plant 2 to the screen facility, in addition to the microfiltration basement, pump station at Plant 2 and the new pipeline that is being built. 4. GWRS Second Quarter Outreach Report (April-June 2021) Ms. Scott-Roberts previewed a new 10-minute video that was created to compliment a previous 30-minute on-demand technical tour. Senior Communications Specialist Kira Erquiaga reported that OCWD continues to facilitate GWRS outreach with its virtual tour program. She stated that that there were 13 virtual tours and one essential in-person tour. ADJOURNMENT There being no further business to come before the Committee, the meeting was adjourned at 6:10 p.m. Doau8igned by: �° 10/12/2021 • C063B759162646F... OC San Director David Shawver, Chair 2 Orange County Sanitation District Wednesday, August 25, 2021 Minutes for the 5:00 PM STEERING COMMITTEE Board Room SAN Administration Building ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Board Chairman John Withers on Wednesday, August 25, 2021 at 5.00 p.m. in the Administration Building of the Orange County Sanitation District. Chair Withers stated that the meeting was being held telephonically and via audio/video teleconferencing in accordance with the Governor's Executive Order No. N-29-20, due to the Coronavirus Pandemic (COVID-19). Due to technical difficulties, the meeting recording was without audio and, once resolved, the meeting resumed at 5:24 p.m. ROLL CALL AND DECLARATION OF QUORUM: Roll call was taken and a quorum was declared present, as follows: PRESENT: John Withers, Chad Wanke, Ryan Gallagher, Brooke Jones, Sandra Massa-Lavitt, Jesus Silva and Glenn Parker ABSENT: None STAFF MEMBERS PRESENT: General Manager Jim Herberg, Clerk of the Board Kelly Lore, and Joshua Martinez were present in the Board Room. Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Millea, Director of Environmental Services Lan Wiborg, Director of Human Resources Celia Chandler, Andrew Brown, Jennifer Cabral, Tanya Chong, Raul Cuellar, Martin Dix, Laurie Klinger, Tina Knapp, Laura Maravilla, Jeffrey Mohr, Andrew Nau, and Thomas Vu participated telephonically. OTHERS PRESENT: Brad Hogin, General Counsel, and Gary Weisberg, Associate Counsel, were present in the Board Room. PUBLIC COMMENTS: No public comments were provided. Clerk of the Board Kelly Lore stated that late communication was received regarding a change to the attachment on Item No. 2 which was provided to the Committee Members and made available to the public. Page 1 of 5 STEERING COMMITTEE Minutes August 25, 2021 REPORTS: Chair Withers did not provide a report. General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2021-1791 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held July 28, 2021. AYES: John Withers, Chad Wanke, Ryan Gallagher, Brooke Jones, Sandra Massa-Lavitt, Jesus Silva and Glenn Parker NOES: None ABSENT: None ABSTENTIONS: None 2. GENERAL MANAGER'S FISCAL YEAR 2021-22 WORK PLAN 2021-1790 Originator: Jim Herberg MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the General Manager's Fiscal Year 2021-22 Work Plan. AYES: John Withers, Chad Wanke, Ryan Gallagher, Brooke Jones, Sandra Massa-Lavitt, Jesus Silva and Glenn Parker NOES: None ABSENT: None ABSTENTIONS: None NON-CONSENT: 3. GENERAL MANAGER'S COMPENSATION AND BENEFITS 2021-1801 Originator: Celia Chandler Mr. Herberg left the Board Room during the discussion on Item No. 3. Chair Withers provided a brief recap of the General Manager's performance evaluation. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 2 of 5 STEERING COMMITTEE Minutes August 25, 2021 Approve a performance-based non-base building lump sum merit payment of 2.5% for the General Manager based on Fiscal Year 2020/2021 job performance, as authorized in Resolution No. OCSD 19-12. AYES: John Withers, Chad Wanke, Ryan Gallagher, Brooke Jones, Sandra Massa-Lavitt, Jesus Silva and Glenn Parker NOES: None ABSENT: None ABSTENTIONS: None Director Jesus Silva departed the meeting at approximately 5:40 p.m. 4. BAY BRIDGE PUMP STATION FORCE MAIN ISOLATION VALVE 2021-1804 REPLACEMENT, PROJECT NO. FRC-0013 Originator: Kathy Millea Director of Engineering Kathy Millea provided a PowerPoint presentation which explained the necessary repairs. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Ratify Approval of an Emergency Repair Service Contract to Charles King Company for Bay Bridge Pump Station Force Main Isolation Valve Replacement, Project No. FRC-0013, for an amount not to exceed $289,585; and B. Approve a contingency of $144,793 (50%). AYES: John Withers, Chad Wanke, Ryan Gallagher, Brooke Jones, Sandra Massa-Lavitt and Glenn Parker NOES: None ABSENT: Jesus Silva ABSTENTIONS: None 5. BAY BRIDGE PUMP STATION VALVE REPLACEMENT, PROJECT 2021-1792 NO. FRC-0002 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve a contingency increase of $269,100 (45%) to the service contract with Innovative Construction Solutions for Bay Bridge Pump Station Valve Replacement, Project No. FRC-0002, Specification No. S-2020-119213D, for a total contingency of $328,900 (55%). Page 3 of 5 STEERING COMMITTEE Minutes August 25, 2021 AYES: John Withers, Chad Wanke, Ryan Gallagher, Brooke Jones, Sandra Massa-Lavitt and Glenn Parker NOES: None ABSENT: Jesus Silva ABSTENTIONS: None INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(4), 54956.9(d)(1) & 54956.8. The Committee convened in closed session at 5:48 p.m. to hear three items. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. CS-1 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED 2021-1745 LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(4) CONVENED IN CLOSED SESSION: Number of Cases: 1 Potential initiation of eminent domain litigation regarding property owned by Bayside Village Marina, LLC. CS-2 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - 2021-1752 GOVERNMENT CODE SECTION 54956.9(d)(1) CONVENED IN CLOSED SESSION: Number of Cases: 1 Bayside Village Marina, LLC v. Orange County Sanitation District; Orange County Sanitation District Board of Directors; and Does 1-25, Inclusive, Superior Court of the State of California for the County of Orange - Central Justice Center Case No. 30-2021-01194238-CU-W M-CXC. Page 4 of 5 STEERING COMMITTEE Minutes August 25, 2021 CS-3 CONFERENCE WITH REAL PROPERTY NEGOTIATORS - 2021-1822 GOVERNMENT CODE SECTION 54956.8 CONVENED IN CLOSED SESSION: Number of Cases: 1 Property: Portions of 300 East Coast Highway, Newport Beach, CA; APN No. 440-132-60. Agency negotiators: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Millea, and Controller Wally Richie. Negotiating parties: Bayside Village Marina, LLC Under negotiation: Price and terms of payment RECONVENE IN REGULAR SESSION. The Committee reconvened in regular session at 5:53 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Withers declared the meeting adjourned at 5:54 p.m. to the Special Meeting of the Steering Committee to be held on Wednesday, September 29, 2021 at 5:00 p.m. Submitted by: ��/—&1Z Kelly A. Lore, MMC Clerk of the Board Page 5 of 5 Orange County Sanitation District Wednesday, September 1, 2021 Minutes for the 5:00 PM OPERATIONS COMMITTEE Board Room SAN Administration Building ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Operations Committee was called to order by Committee Chair Brooke Jones on Wednesday, September 1, 2021 at 5.02 p.m. in the Administration Building of the Orange County Sanitation District. Chair Jones stated that the meeting was being held telephonically and via audio/video teleconferencing in accordance with the Governor's Executive Order No. N-29-20, due to the Coronavirus Pandemic (COVID-19). Chair Jones led the Flag Salute. ROLL CALL AND DECLARATION OF QUORUM: Roll call was taken and a quorum was declared present, as follows: PRESENT: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten, Jesus Silva, Chad Wanke and Chad Zimmerman ABSENT: Steve Jones and John Withers STAFF MEMBERS PRESENT: Clerk of the Board Kelly Lore and Brian Engeln were present in the Board Room. General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Millea, Director of Environmental Services Lan Wiborg, Director of Human Resources Celia Chandler, Jennifer Cabral, Tanya Chong, Mortimer Caparas, Tina Knapp, Tom Meregillano, Rob Michaels, Jeff Mohr, Thomas Vu, and Ruth Zintzun participated telephonically. OTHERS PRESENT: Brad Hogin, General Counsel, was present in the Board Room. PUBLIC COMMENTS: None. REPORTS: Chair Jones did not provide a report. General Manager Jim Herberg also did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2021-1814 Page 1 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Operations Committee held July 7, 2021. AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 2. PUMP STATION PORTABLE GENERATOR CONNECTORS, 2021-1657 PROJECT NO. FE19-01 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Pump Station Portable Generator Connectors, Project No. FE19-01; B. Award a Construction Contract to Pacific International Electric Company, Inc., dba Pacific Industrial Electric, for Pump Station Portable Generator Connectors, Project No. FE19-01, for an amount not to exceed $1,207,479-1 and C. Approve a contingency of $120,748 (10%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 3. CONDITION ASSESSMENT ON-CALL CONTRACTOR SUPPORT 2021-1782 SERVICES SPECIFICATION NO. S-2021-1255BD Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 2 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 A. Approve a Service Contract with Jamison Engineering for Condition Assessment On-Call Contractor Support Services, Specification S-2021-125513D, for the period of November 1, 2021 through October 31, 2022, for a total amount not to exceed $783,470, with four, one-year renewal options; and B. Approve an annual contingency of $78,347 (10%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 4. EPSA MOTOR COOLING IMPROVEMENTS AT PLANT NO. 2, 2021-1793 PROJECT NO. FE19-06 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for EPSA Motor Cooling Improvements at Plant No. 2, Project No. FE19-06; B. Award a Construction Contract to Mehta Mechanical Company Inc. dba MMC Inc. for EPSA Motor Cooling Improvements at Plant No. 2, Project No. FE19-06, for a total amount not to exceed $854,000; and C. Approve a contingency of $85,400 (10%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 5. ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORT 2021-1769 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Engineering Program Contract Performance Report for the period ending June 30, 2021. Page 3 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 6. QUARTERLY ODOR COMPLAINT REPORT 2021-1808 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Fiscal Year 2020-21 Fourth Quarter Odor Complaint Report. AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 7. PLANT NO. 2 PRIMARY DISTRIBUTION STRUCTURE B GATES 2021-1627 REPAIR Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Service Contract to J.R. Filanc Construction Co. to repair ten slide gates for Plant No. 2 Primary Distribution Structure, per Specification No. S-2021-124913D, for a total amount not to exceed $309,500, including sales tax and freight; and B. Approve a contingency of $46,425 (15%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 8. FLEET PURCHASE OF REPLACEMENT VEHICLES, LIGHT DUTY 2021-1781 TRUCKS, AND MEDIUM DUTY TRUCKS FOR FY21-22 Originator: Rob Thompson Page 4 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Purchase Order to National Auto Fleet Group to purchase one Ford F550 service body utility truck and five Ford F250 service body utility trucks using Sourcewell Cooperative Contract No. 120716-NAF, for a total amount of $326,408; and B. Approve a 5% contingency of $16,321. AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 9. ON-CALL MAINTENANCE AND REPAIR MASTER SERVICES 2020-1295 CONTRACTS - SPECIFICATION NO. S-2021-1234BD Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Master Services Contracts to provide on-call maintenance and repair services, Specification No. S-2021-1234BD, for a one-year period effective December 1, 2021 through November 30, 2022, with two, one-year renewal options, in accordance with Ordinance No. OC SAN-56, Section 2.03(F), with the seven qualified firms, for bids less than $300,000: 1. Jamison Engineering Contractor, Inc. 2. Charles King Company 3. J.R. Filanc Construction Company, Inc. 4. Shimmick Construction Company, Inc. 5. W.A. Rasic Construction Company, Inc. 6. Kiewit Infrastructure West Co. 7. O'Connell Engineering & Construction, Inc.; and B. Authorize the General Manager to add or delete firms as necessary to maintain a qualified base of up to seven firms in accordance with the Request for Qualifications Specification No. S-2021-1234BD. AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman Page 5 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 ABSTENTIONS: None 10. PURCHASE OF BAR SCREEN DRIVE SHAFT ASSEMBLY FOR 2021-1803 PLANT NO. 2 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Sole Source Purchase Order with Infilco Degremont Inc. for the purchase of one spare drive shaft assembly for Plant No. 2 Bar Screening Facility, Model 316SS, for a total amount not to exceed $96,771 plus applicable sales tax & freight charges; and B. Approve a contingency of $4,839 (5%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 11. PROCUREMENT OF 21 ELECTRIC CARTS 2021-1764 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Purchase Order to Southwest Toyota Lift for the purchase of 21 electric carts using OMNIA Partners Cooperative Contract No. EV2671 for a total amount not to exceed $432,283, including tax and freight; and B. Approve a contingency of $21,615 (5%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None 12. MANHOLE FRAME AND COVER SERVICES, SPECIFICATION NO. 2021-1806 S-2021-1258BD Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 6 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 A. Approve a Service Contract to Ayala Engineering, Inc. to provide Manhole Frame & Cover Replacement Services, Specification No. S-2021-1258BD, for a total amount not to exceed $992,105 for the period beginning November 1, 2021 through October 31, 2022, with four, one-year renewal options; and B. Approve a contingency of $148,816 (15%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten and Jesus Silva NOES: None ABSENT: Steve Jones, Chad Wanke, John Withers and Chad Zimmerman ABSTENTIONS: None NON-CONSENT: Director Chad Zimmerman joined the meeting at approximately 5:10 p.m. 13. AGREEMENT FOR PURCHASE OF ANIONIC POLYMER, 2021-1626 SPECIFICATION NO. C-2021-1252BD Originator: Rob Thompson Assistant General Manager Rob Thompson provided a verbal update to the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Chemical Supplier Agreement to Polydyne, Inc. for the purchase of Liquid Anionic Polymer, Specification No. C-2021-125213D, for the period of November 1, 2021 through October 31, 2022, for a unit price of $4.50 per active pound delivered, plus applicable sales tax for a total estimated annual amount of $685,125, with four, one-year renewal options; and B. Approve an annual unit price contingency of 10%. AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten, Jesus Silva and Chad Zimmerman NOES: None ABSENT: Steve Jones, Chad Wanke and John Withers ABSTENTIONS: None 14. EROSION CONTROL AT SANTA ANA RIVER AND HAMILTON AVE., 2020-1216 PROJECT NO. FE18-12 Originator: Kathy Millea Page 7 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 Director of Engineering Kathy Millea gave a PowerPoint presentation that provided an overview of this project including the site vicinity. MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Erosion Control at Santa Ana River and Hamilton Ave., Project No. FE18-12; B. Award a Construction Contract to Engineering & Environmental Construction, Inc. for Erosion Control at Santa Ana River and Hamilton Ave., Project No. FE18-12, for a total amount not to exceed $162,281; and C. Approve a contingency of $24,342 (15%). AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten, Jesus Silva and Chad Zimmerman NOES: None ABSENT: Steve Jones, Chad Wanke and John Withers ABSTENTIONS: None 15. REDHILL RELIEF SEWER RELOCATION AT STATE ROUTE 55, 2021-1430 PROJECT NO. FE18-13 Originator: Kathy Millea Ms. Millea provided a brief PowerPoint presentation describing the location and need for the agreement. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the First Amendment to Utility Agreement No. OCSD-1005, between the Orange County Sanitation District and the Orange County Transportation Authority agreeing to a funding increase for the relocation and protection of the Redhill Relief Sewer at State Route 55 in the City of Santa Ana. AYES: Brooke Jones, Ryan Gallagher, Doug Chaffee, Stephen Faessel, Johnathan Ryan Hernandez, Sandra Massa-Lavitt, Paulo Morales, Kim Nichols, Robert Ooten, Jesus Silva and Chad Zimmerman NOES: None ABSENT: Steve Jones, Chad Wanke and John Withers ABSTENTIONS: None Board Vice-Chair Chad Wanke joined the meeting at approximately 5:32 p.m. Page 8 of 9 OPERATIONS COMMITTEE Minutes September 1, 2021 INFORMATION ITEMS: 16. ORANGE COUNTY SANITATION DISTRICT REGULATORY 2021-1689 COMPLIANCE UPDATE Originator: Lan Wiborg Environmental Services Supervisor Tom Meregillano provided an informative PowerPoint regarding the Environmental Compliance Program including the reporting governance, overview of the compliance area, NPDES Permit discharge, water quality, solids monitoring reporting, air quality reporting and monitoring, and noncompliance risk and liabilities. ITEM RECEIVED AS AN: Information item. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Jones declared the meeting adjourned at 5.41 p.m. to the next Operations Committee meeting to be held on Wednesday, October 6, 2021 at 5:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board Page 9 of 9 Orange County Sanitation District Wednesday, September 8, 2021 Minutes for the 5:00 PM ADMINISTRATION COMMITTEE Board Room SAN Administration Building ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Administration Committee was called to order by Committee Chair Glenn Parker on Wednesday, September 8, 2021 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. Chair Parker stated that the meeting was being held telephonically and via audio/video teleconferencing in accordance with the Governor's Executive Order No. N-29-20, due to the Coronavirus Pandemic (COVID-19). Chair Parker led the flag salute and announced the teleconference meeting guidelines. ROLL CALL AND DECLARATION OF QUORUM: Roll call was taken and a quorum was declared present, as follows: PRESENT: Glenn Parker, Anthony Kuo, Art Brown, Kim Carr, Rose Espinoza, Marshall Goodman, Andrew Nguyen, David Shawver, Chad Wanke, John Withers and Glenn Grandis (Alternate) ABSENT: Brad Avery and Mark Chirco STAFF PRESENT: Kelly Lore, Clerk of the Board, and Brian Engeln were present in the Board Room. Jim Herberg, General Manager; Lorenzo Tyner, Assistant General Manager; Kathy Millea, Director of Engineering; Lan Wiborg, Director of Environmental Services; Tina Knapp; Laura Maravilla; Tom Meregillano; Wally Ritchie; and Thomas Vu were in attendance telephonically. OTHERS PRESENT: Brad Hogin, General Counsel, was present in the Board Room. PUBLIC COMMENTS: None. REPORTS: Chair Parker did not provide a report. General Manager Jim Herberg introduced Assistant General Manager Lorenzo Tyner who provided an update as to the status of the recent Request For Proposals for a Section 115 Trust vendor. Mr. Tyner stated that he anticipates providing a recommendation for one or more vendors for the Board of Directors' approval in the near future. Page 1 of 4 ADMINISTRATION Minutes September 8, 2021 COMMITTEE CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2021-1825 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Administration Committee held July 14, 2021. AYES: Glenn Parker, Anthony Kuo, Kim Carr, Marshall Goodman, Andrew Nguyen, David Shawver, Chad Wanke and John Withers NOES: None ABSENT: Brad Avery, Art Brown, Mark Chirco and Rose Espinoza ABSTENTIONS: Glenn Grandis (Alternate) 2. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS 2021-1805 TO THE PRE-APPROVED OEM SOLE SOURCE LIST Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of April 1, 2021 to June 30, 2021; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of April 1, 2021 to June 30, 2021: • CBS Aresafe - Remote Switch Actuators • MILTON ROY - Pumps and Equipment • MONTEREY BAY AQUARIUM RESEARCH INSTITUTE (MBARI) - Ocean Mooring Support • RDI TECHNOLOGIES, INC. - Iris M and Iris MX Systems • SEAL ANALYTICAL, INC - DEENA Automated Digestion System, Parts, and Software AYES: Glenn Parker, Anthony Kuo, Kim Carr, Marshall Goodman, Andrew Nguyen, David Shawver, Chad Wanke and John Withers NOES: None ABSENT: Brad Avery, Art Brown, Mark Chirco and Rose Espinoza ABSTENTIONS: Glenn Grandis (Alternate) Page 2 of 4 ADMINISTRATION Minutes September 8, 2021 COMMITTEE 3. REIMBURSEMENTS TO BOARD MEMBERS AND STAFF 2021-1810 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file report of reimbursements to Board Members and Staff per Government Code Section 53065.5 for the period July 1, 2020 through June 30, 2021. AYES: Glenn Parker, Anthony Kuo, Kim Carr, Marshall Goodman, Andrew Nguyen, David Shawver, Chad Wanke and John Withers NOES: None ABSENT: Brad Avery, Art Brown, Mark Chirco and Rose Espinoza ABSTENTIONS: Glenn Grandis (Alternate) NON-CONSENT: None. INFORMATION ITEMS: 4. ORANGE COUNTY SANITATION DISTRICT REGULATORY 2021-1834 COMPLIANCE UPDATE Originator: Lan Wiborg Environmental Supervisor Tom Meregillano provided a PowerPoint presentation regarding the environmental services department including: environmental compliance and reporting governance, the compliance area, NPDES permit discharge monitoring reporting, water quality monitoring, solids monitoring, air quality compliance reporting and monitoring, sanitary sewer overflow reporting and storm water construction, future concerns and collaborations, noncompliance risk and liabilities, and an introduction to the team. ITEM RECEIVED AS AN: Information item. DEPARTMENT HEAD REPORTS: None. Director Rose Espinoza arrived at the meeting at approximately 5:20 p.m. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54957. Page 3 of 4 ADMINISTRATION Minutes September 8, 2021 COMMITTEE The Committee convened in closed session at 5:24 p.m. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. CS-1 THREAT TO PUBLIC SERVICES OR FACILITIES (GOVERNMENT 2021-1776 CODE SECTION 54957) CONVENED IN CLOSED SESSION: Consultation with the Information Technology Systems & Operations Manager regarding cyber security. RECONVENE IN REGULAR SESSION. The Committee reconvened in regular session at 5:39 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. Director Art Brown arrived at the meeting at approximately 5:39 p.m. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: Director Shawver requested an item be brought to the LaPA Committee regarding the feasibility of local agencies receiving credit for liquid waste being brought to OC San for processing. ADJOURNMENT: Chair Parker declared the meeting adjourned at 5:43 p.m. to the next Regular Administration Committee meeting to be held on Wednesday, October 13, 2021 at 5:00 p.m. Submitted by: Kel:y A. Lore, MMC Clerk of the Board Page 4 of 4 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1699 Agenda Date: 10/27/2021 Agenda Item No: 4. FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF SEPTEMBER 2021 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the following: Report of the Investment Transactions for the month of September 2021 . BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended September 30, 2021. RELEVANT STANDARDS • CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Report of the Investment Transactions for the Month of September 2021 Orange County Sanitation District Page 1 of 1 Printed on 10/19/2021 powered by LegistarTM U.S. Bank Transaction History September 2021 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss ACQUISITIONS 09/02/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 166.4100 1.000000 -166.41 166.41 0.00 09/02/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 120.0500 1.000000 -120.05 120.05 0.00 09/07/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 118,481.2500 1.000000 -118,481.25 118,481.25 0.00 09/08/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 168,750.0000 1.000000 -168,750.00 168,750.00 0.00 09/10/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 5,086,038.8900 1.000000 -5,086,038.89 5,086,038.89 0.00 09/13/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 98,025.0000 1.000000 -98,025.00 98,025.00 0.00 09/14/2021 58989V2D5 PURCHASED PAR VALUE OF MET TOWER MTN 1.250% 9/14/26/BOFA 3,745,000.0000 0.999080 -3,741,554.60 3,741,554.60 0.00 SECURITIES, INC./FXD INC/3,745,000 PAR VALUE AT 99.908% 09/14/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 56,875.0000 1.000000 -56,875.00 56,875.00 0.00 09/15/2021 06368FAC3 PURCHASED PAR VALUE OF BANK OF MONTREAL MTN 1.250% 9/15/26/BMO 1,020,000.0000 0.998790 -1,018,765.80 1,018,765.80 0.00 CAPITAL MARKETS CORP/BONDS/1,020,000 PAR VALUE AT 99.879% 09/15/2021 06368FAC3 PURCHASED PAR VALUE OF BANK OF MONTREAL MTN 1.250% 9/15/26/J.P. 1,980,000.0000 0.997920 -1,975,881.60 1,975,881.60 0.00 MORGAN SECURITIES LLC/1,980,000 PAR VALUE AT 99.792% 09/15/2021 09690AAC7 PURCHASED PAR VALUE OF BMW VEHICLE LEASE 0.330%12/26/24/WELLS FARGO 2,070,000.0000 0.999897 -2,069,786.38 2,069,786.38 0.00 SECURITIES, LLC/2,070,000 PAR VALUE AT 99.98968019% 09/15/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 89,062.5000 1.000000 -89,062.50 89,062.50 0.00 09/15/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 2,227.9600 1.000000 -2,227.96 2,227.96 0.00 09/16/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 8,648,282.6900 1.000000 -8,648,282.69 8,648,282.69 0.00 09/17/2021 931142ERO PURCHASED PAR VALUE OF WALMART INC 1.050% 9/17/26/MIZUHO 1,725,000.0000 0.998110 -1,721,739.75 1,721,739.75 0.00 SECURITIES USA FXD INC/1,725,000 PAR VALUE AT 99.811 % 09/20/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,783.6000 1.000000 -1,783.60 1,783.60 0.00 09/20/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 31,188.6700 1.000000 -31,188.67 31,188.67 0.00 09/21/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 146,871.9700 1.000000 -146,871.97 146,871.97 0.00 09/23/2021 4581XODZ8 PURCHASED PAR VALUE OF INTER AMER BK M T N 0.500% 9/23/24/J.P.MORGAN 10,775,000.0000 0.999260 -10,767,026.50 10,767,026.50 0.00 SECURITIES LLC/10,775,000 PAR VALUE AT 99.926% 09/24/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,247,128.6500 1.000000 -1,247,128.65 1,247,128.65 0.00 09/27/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 36,296.3400 1.000000 -36,296.34 36,296.34 0.00 09/29/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 6,749,826.8800 1.000000 -6,749,826.88 6,749,826.88 0.00 09/30/2021 91282CCX7 PURCHASED PAR VALUE OF U S TREASURY NT 0.375% 9/15/24/GOLDMAN 3,000,000.0000 0.995156 -2,985,468.75 2,985,468.75 0.00 SACHS&CO.LLC/3,000,000 PAR VALUE AT 99.515625% 09/30/2021 91282CCW9 PURCHASED PAR VALUE OF U S TREASURY NT 0.00001% 8/31/26/GOLDMAN 3,000,000.0000 0.988203 -2,964,609.38 2,964,609.38 0.00 SACHS&CO.LLC/3,000,000 PAR VALUE AT 98.82031267% 09/30/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 19,000,000.0000 1.000000 -19,000,000.00 19,000,000.00 0.00 09/30/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 52,703.8000 1.000000 -52,703.80 52,703.80 0.00 09/30/2021 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 510,356.0200 1.000000 -510,356.02 510,356.02 0.00 TOTAL ACQUISITIONS 69,359,185.6800 -69,289,018.44 69,289,018.44 0.00 1 of 7 U.S. Bank Transaction History September 2021 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss DISPOSITIONS 09/10/2021 912828J76 SOLD PAR VALUE OF U S TREASURY NT 1.750% 3/31/22/BOFA SECURITIES, -5,000,000.0000 1.009414 5,047,070.31 -4,976,383.94 70,686.37 INC./FXD INC/5,000,000 PAR VALUE AT 100.9414062% 09/14/2021 3135GOS38 SOLD PAR VALUE OF F N M A 2.000% 1/05/22/MORGAN STANLEY&CO. -3,000,000.0000 1.006010 3,018,030.00 -2,994,570.00 23,460.00 LLC/3,000,000 PAR VALUE AT 100.601 % 09/14/2021 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -649,977.7200 1.000000 649,977.72 -649,977.72 0.00 09/15/2021 31348SWZ3 PAID DOWN PAR VALUE OF F H L M C#786064 2.262% 1/01/28 AUGUST FHLMC -22.9000 0.000000 22.90 -22.34 0.56 DUE 9/15/21 09/15/2021 3133TCE95 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 3.823% 8/15/32 -74.3000 0.000000 74.30 -74.38 -0.08 09/15/2021 47788EAC2 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 3.080%11/15/22 -110,835.0700 0.000000 110,835.07 -110,826.67 8.40 09/15/2021 58770FAC6 PAID DOWN PAR VALUE OF MERCEDES BENZ AUTO 1.840% 12/15/22 -199,334.2300 0.000000 199,334.23 -199,307.96 26.27 09/15/2021 65479JAD5 PAID DOWN PAR VALUE OF NISSAN AUTO 1.930% 7/15/24 -288,957.5500 0.000000 288,957.55 -288,942.29 15.26 09/15/2021 65479GAD1 PAID DOWN PAR VALUE OF NISSAN AUTO 3.060% 3/15/23 -150,640.7900 0.000000 150,640.79 -150,635.91 4.88 09/15/2021 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -4,229,901.9500 1.000000 4,229,901.95 -4,229,901.95 0.00 09/16/2021 912828XW5 SOLD PAR VALUE OF U S TREASURY NT 1.750% 6/30/22/J.P. MORGAN -5,000,000.0000 1.013281 5,066,406.25 -4,973,454.25 92,952.00 SECURITIES LLC/5,000,000 PAR VALUE AT 101.328125% 09/16/2021 9128281-24 SOLD PAR VALUE OF U S TREASURY NT 1.875% 8/31/22/J.P. MORGAN -3,500,000.0000 1.017266 3,560,429.69 -3,492,902.35 67,527.34 SECURITIES LLC/3,500,000 PAR VALUE AT 101.72656257% 09/17/2021 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,721,739.7500 1.000000 1,721,739.75 -1,721,739.75 0.00 09/20/2021 36225CAZ9 PAID DOWN PAR VALUE OF G N M A 1 1#080023 2.125%12/20/26 AUGUST GNMA -153.6500 0.000000 153.65 -156.19 -2.54 DUE 9/20/21 09/20/2021 36225CC20 PAID DOWN PAR VALUE OF G N M A 1 1#080088 2.000% 6/20/27 AUGUST GNMA -879.7000 0.000000 879.70 -898.94 -19.24 DUE 9/20/21 09/20/2021 36225CNM4 PAID DOWN PAR VALUE OF G N M A 1 1#080395 1.875% 4/20/30 AUGUST GNMA -147.6400 0.000000 147.64 -146.30 1.34 DUE 9/20/21 09/20/2021 36225CN28 PAID DOWN PAR VALUE OF G N M A 1 1#080408 1.875% 5/20/30 AUGUST GNMA -304.0300 0.000000 304.03 -300.94 3.09 DUE 9/20/21 09/20/2021 36225DCB8 PAID DOWN PAR VALUE OF G N M A 1 1#080965 2.250% 7/20/34 AUGUST GNMA -627.2500 0.000000 627.25 -626.86 0.39 DUE 9/20/21 09/21/2021 43815HAC1 PAID DOWN PAR VALUE OF HONDA AUTO 2.950% 8/22/22 -145,664.5000 0.000000 145,664.50 -145,644.51 19.99 09/23/2021 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -10,752,664.0000 1.000000 10,752,664.00 -10,752,664.00 0.00 09/23/2021 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -1,247,128.6500 1.000000 1,247,128.65 -1,247,128.65 0.00 09/27/2021 31394JY35 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 6.500% 9/25/43 -3,841.5000 0.000000 3,841.50 -4,350.50 -509.00 09/27/2021 31371 NUC7 PAID DOWN PAR VALUE OF F N M A#257179 4.500% 4/01/28 AUGUST FNMA -418.1400 0.000000 418.14 -442.22 -24.08 DUE 9/25/21 09/27/2021 31376KT22 PAID DOWN PAR VALUE OF F N M A#357969 5.000% 9/01/35 AUGUST FNMA -3,631.2600 0.000000 3,631.26 -3,903.60 -272.34 DUE 9/25/21 09/27/2021 31403DJZ3 PAID DOWN PAR VALUE OF F N M A#745580 5.000% 6/01/36 AUGUST FNMA -1,077.3000 0.000000 1,077.30 -1,158.10 -80.80 DUE 9/25/21 2of7 U.S. Bank Transaction History September 2021 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 09/27/2021 31403GXF4 PAID DOWN PAR VALUE OF F N M A#748678 5.000% 10/01/33 AUGUST FNMA -4.0100 0.000000 4.01 -4.31 -0.30 DUE 9/25/21 09/27/2021 31406PQY8 PAID DOWN PAR VALUE OF F N M A#815971 5.000% 3/01/35 AUGUST FNMA -1,888.6500 0.000000 1,888.65 -2,030.30 -141.65 DUE 9/25/21 09/27/2021 31406XWT5 PAID DOWN PAR VALUE OF F N M A#823358 2.035% 2/01/35 AUGUST FNMA -564.2400 0.000000 564.24 -559.83 4.41 DUE 9/25/21 09/27/2021 31407BXH7 PAID DOWN PAR VALUE OF F N M A#826080 5.000% 7/01/35 AUGUST FNMA -63.0700 0.000000 63.07 -67.80 -4.73 DUE 9/25/21 09/27/2021 31410F4V4 PAID DOWN PAR VALUE OF F N M A#888336 5.000% 7/01/36 AUGUST FNMA -2,363.7400 0.000000 2,363.74 -2,541.02 -177.28 DUE 9/25/21 09/27/2021 3138EG61`6 PAID DOWN PAR VALUE OF F N M A#AL0869 4.500% 6/01/29 AUGUST FNMA -116.4600 0.000000 116.46 -123.17 -6.71 DUE 9/25/21 09/27/2021 31417YAY3 PAID DOWN PAR VALUE OF F N M A#MA0022 4.500% 4/01/29 AUGUST FNMA -303.1400 0.000000 303.14 -320.60 -17.46 DUE 9/25/21 09/27/2021 31397QREO PAID DOWN PAR VALUE OF F N M A GTD REMIC 2.472% 2/25/41 -4,348.0800 0.000000 4,348.08 -4,346.72 1.36 09/29/2021 912796D30 SOLD PAR VALUE OF U S TREASURY BILL 2/24/22/WELLS FARGO -1,250,000.0000 0.999864 1,249,714.22 -1,249,714.22 0.00 SECURITIES, LLC/1,250,000 PAR VALUE AT 99.986392% 09/29/2021 912796M22 SOLD PAR VALUE OF U S TREASURY BILL 10/05/21 /WELLS FARGO -5,500,000.0000 0.999999 5,499,304.25 -5,499,304.25 0.00 SECURITIES, LLC/5,500,000 PAR VALUE AT 99.99994509% 09/30/2021 9127961`61 MATURED PAR VALUE OF U S TREASURY BILL 9/30/21 19,000,000 PAR VALUE -19,000,000.0000 1.000000 18,998,765.63 -18,998,765.63 0.00 AT 100% 09/30/2021 9128281-57 SOLD PAR VALUE OF U S TREASURY NT 1.750% 9/30/22/J.P. MORGAN -6,000,000.0000 1.016641 6,099,843.75 -5,876,484.38 223,359.37 SECURITIES LLC/6,000,000 PAR VALUE AT 101.6640625% 09/30/2021 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -35,000,000.0000 1.000000 35,000,000.00 -35,000,000.00 0.00 TOTAL DISPOSITIONS -102,767,673.2700 103,057,237.37 -102,580,422.55 476,814.82 OTHER TRANSACTIONS 09/01/2021 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 166.41 0.00 0.00 8/31/2021 INTEREST FROM 8/1/21 TO 8/31/21 09/01/2021 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 120.05 0.00 0.00 8/31/2021 INTEREST FROM 8/1/21 TO 8/31/21 09/07/2021 06051GHF9 INTEREST EARNED ON BANK OF AMERICA 3.550% 3/05/24$1 PV ON 6675000.0000 0.0000 0.000000 118,481.25 0.00 0.00 SHARES DUE 9/5/2021 09/08/2021 313383YJ4 INTEREST EARNED ON F H L B DEB 3.375% 9/08/23$1 PV ON 10000000.0000 0.0000 0.000000 168,750.00 0.00 0.00 SHARES DUE 9/8/2021 09/10/2021 912828J76 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.750% 3/31/22 0.0000 0.000000 38,968.58 0.00 0.00 09/13/2021 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 30264.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 09/13/2021 912828WUO FED BASIS OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 30264.00 UNITS 0.0000 0.000000 0.00 30,264.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 3 of 7 U.S. Bank Transaction History September 2021 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 09/13/2021 00440EAP2 INTEREST EARNED ON CHUBB INA HLDGS INC 2.700% 3/13/23$1 PV ON 0.0000 0.000000 27,000.00 0.00 0.00 2000000.0000 SHARES DUE 9/13/2021 09/13/2021 313OA2UW4 INTEREST EARNED ON F H L B DEB 2.875% 9/13/24$1 PV ON 2500000.0000 0.0000 0.000000 35,937.50 0.00 0.00 SHARES DUE 9/13/2021 09/13/2021 46647PBH8 INTEREST EARNED ON JPMORGAN CHASE CO 2.005% 3/13/26$1 PV ON 0.0000 0.000000 35,087.50 0.00 0.00 3500000.0000 SHARES DUE 9/13/2021 09/13/2021 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 30264.0000 30,264.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 09/13/2021 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 30264.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 09/14/2021 313OA4CH3 INTEREST EARNED ON F H L B DEB 2.375% 3/14/25$1 PV ON 5225000.0000 0.0000 0.000000 62,046.88 0.00 0.00 SHARES DUE 9/14/2021 09/14/2021 4581XOCZ9 INTEREST EARNED ON INTER AMER DEV BK 1.750% 9/14/22$1 PV ON 0.0000 0.000000 56,875.00 0.00 0.00 6500000.0000 SHARES DUE 9/14/2021 09/14/2021 3135GOS38 RECEIVED ACCRUED INTEREST ON SALE OF F N M A 2.000% 1/05/22 0.0000 0.000000 11,500.00 0.00 0.00 09/15/2021 00440EAS6 INTEREST EARNED ON ACE INA HOLDING 3.150% 3/15/25$1 PV ON 2000000.0000 0.0000 0.000000 31,500.00 0.00 0.00 SHARES DUE 9/15/2021 09/15/2021 084670BR8 INTEREST EARNED ON BERKSHIRE HATHAWAY 2.750% 3/15/23$1 PV ON 0.0000 0.000000 34,375.00 0.00 0.00 2500000.0000 SHARES DUE 9/15/2021 09/15/2021 31348SWZ3 INTEREST EARNED ON F H L M C#786064 2.262% 1/01/28$1 PV ON 2.6600 SHARES 0.0000 0.000000 2.66 0.00 0.00 DUE 9/15/2021 JULY FHLMC DUE 9/15/21 09/15/2021 3133TCE95 INTEREST EARNED ON F H L M C MLTCL MTG 3.823% 8/15/32$1 PV ON 12.2000 0.0000 0.000000 12.20 0.00 0.00 SHARES DUE 9/15/2021 $0.00319/PV ON 3,830.05 PV DUE 9/15/21 09/15/2021 44934KAC8 INTEREST EARNED ON HTUNDAI AUTO REC TR 0.380% 1/15/26$1 PV ON 1912.6700 0.0000 0.000000 1,912.67 0.00 0.00 SHARES DUE 9/15/2021 $0.00032/PV ON 6,040,000.00 PV DUE 9/15/21 09/15/2021 44891VAC5 INTEREST EARNED ON HYUNDAI AUTO LEASE 0.330% 6/17/24$1 PV ON 1142.6300 0.0000 0.000000 1,142.63 0.00 0.00 SHARES DUE 9/15/2021 $0.00027/PV ON 4,155,000.00 PV DUE 9/15/21 09/15/2021 44933LAC7 INTEREST EARNED ON HYUNDAI AUTO REC 0.380% 9/15/25$1 PV ON 665.0000 0.0000 0.000000 665.00 0.00 0.00 SHARES DUE 9/15/2021 $0.00032/PV ON 2,100,000.00 PV DUE 9/15/21 09/15/2021 47789QAC4 INTEREST EARNED ON JOHN DEERE OWN 0.936% 3/16/26$1 PV ON 2199.6000 0.0000 0.000000 2,199.60 0.00 0.00 SHARES DUE 9/15/2021 $0.00078/PV ON 2,820,000.00 PV DUE 9/15/21 09/15/2021 47788UAC6 INTEREST EARNED ON JOHN DEERE OWNER 0.360% 9/15/25$1 PV ON 690.0000 0.0000 0.000000 690.00 0.00 0.00 SHARES DUE 9/15/2021 $0.00030/PV ON 2,300,000.00 PV DUE 9/15/21 09/15/2021 47787NAC3 INTEREST EARNED ON JOHN DEERE OWNER 0.510% 11/15/24$1 PV ON 629.0000 0.0000 0.000000 629.00 0.00 0.00 SHARES DUE 9/15/2021 $0.00042/PV ON 1,480,000.00 PV DUE 9/15/21 09/15/2021 47788EAC2 INTEREST EARNED ON JOHN DEERE OWNER 3.080% 11/15/22$1 PV ON 749.2600 0.0000 0.000000 749.26 0.00 0.00 SHARES DUE 9/15/2021 $0.00257/PV ON 291,920.48 PV DUE 9/15/21 09/15/2021 58769KAD6 INTEREST EARNED ON MERCEDES BENZ AUTO 0.400% 11/15/24$1 PV ON 1105.0000 0.0000 0.000000 1,105.00 0.00 0.00 SHARES DUE 9/15/2021 $0.00033/PV ON 3,315,000.00 PV DUE 9/15/21 09/15/2021 58770FAC6 INTEREST EARNED ON MERCEDES BENZ AUTO 1.840% 12/15/22$1 PV ON 2657.9900 0.0000 0.000000 2,657.99 0.00 0.00 SHARES DUE 9/15/2021 $0.00153/PV ON 1,733,470.57 PV DUE 9/15/21 4of7 U.S. Bank Transaction History September 2021 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 09/15/2021 65479JAD5 INTEREST EARNED ON NISSAN AUTO 1.930% 7/15/24$1 PV ON 6053.6000 0.0000 0.000000 6,053.60 0.00 0.00 SHARES DUE 9/15/2021 $0.00161/PV ON 3,763,898.36 PV DUE 9/15/21 09/15/2021 65479GAD1 INTEREST EARNED ON NISSAN AUTO 3.060% 3/15/23$1 PV ON 2115.0100 0.0000 0.000000 2,115.01 0.00 0.00 SHARES DUE 9/15/2021 $0.00255/PV ON 829,416.22 PV DUE 9/15/21 09/15/2021 89237VAB5 INTEREST EARNED ON TOYOTA AUTO RECV 0.440% 10/15/24$1 PV ON 1085.3300 0.0000 0.000000 1,085.33 0.00 0.00 SHARES DUE 9/15/2021 $0.00037/PV ON 2,960,000.00 PV DUE 9/15/21 09/15/2021 9128286H8 INTEREST EARNED ON U S TREASURY NT 2.375% 3/15/22$1 PV ON 7500000.0000 0.0000 0.000000 89,062.50 0.00 0.00 SHARES DUE 9/15/2021 09/16/2021 912828XW5 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.750% 6/30/22 0.0000 0.000000 18,546.20 0.00 0.00 09/16/2021 9128281-24 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.875% 8/31/22 0.0000 0.000000 2,900.55 0.00 0.00 09/20/2021 09247XAL5 INTEREST EARNED ON BLACKROCK INC 3.500% 3/18/24$1 PV ON 1000000.0000 0.0000 0.000000 17,500.00 0.00 0.00 SHARES DUE 9/18/2021 09/20/2021 36225CAZ9 INTEREST EARNED ON G N M A 1 1#080023 2.125%12/20/26$1 PV ON 17.1600 0.0000 0.000000 17.16 0.00 0.00 SHARES DUE 9/20/2021 AUGUST GNMA DUE 9/20/21 09/20/2021 36225CC20 INTEREST EARNED ON G N M A 1 1#080088 2.000% 6/20/27$1 PV ON 12.7000 0.0000 0.000000 12.70 0.00 0.00 SHARES DUE 9/20/2021 AUGUST GNMA DUE 9/20/21 09/20/2021 36225CNM4 INTEREST EARNED ON G N M A 1 1#080395 1.875% 4/20/30$1 PV ON 6.1500 SHARES 0.0000 0.000000 6.15 0.00 0.00 DUE 9/20/2021 AUGUST GNMA DUE 9/20/21 09/20/2021 36225CN28 INTEREST EARNED ON G N M A 1 1#080408 1.875% 5/20/30$1 PV ON 49.0200 0.0000 0.000000 49.02 0.00 0.00 SHARES DUE 9/20/2021 AUGUST GNMA DUE 9/20/21 09/20/2021 36225DCB8 INTEREST EARNED ON G N M A 1 1#080965 2.250% 7/20/34$1 PV ON 50.1600 0.0000 0.000000 50.16 0.00 0.00 SHARES DUE 9/20/2021 AUGUST GNMA DUE 9/20/21 09/20/2021 43813KAC6 INTEREST EARNED ON HONDA AUTO 0.370% 10/18/24$1 PV ON 997.4600 0.0000 0.000000 997.46 0.00 0.00 SHARES DUE 9/18/2021 $0.00031/PV ON 3,235,000.00 PV DUE 9/18/21 09/20/2021 808513BN4 INTEREST EARNED ON SCHWAB CHARLES 0.750% 3/18/24$1 PV ON 0.0000 0.000000 10,443.75 0.00 0.00 2785000.0000 SHARES DUE 9/18/2021 09/20/2021 89239CAC3 INTEREST EARNED ON TOYOTA LEASE OWNER 0.420% 10/21/24$1 PV ON 0.0000 0.000000 1,783.60 0.00 0.00 1783.6000 SHARES DUE 9/20/2021 $0.00056/PV ON 3,185,000.00 PV DUE 9/20/21 09/21/2021 43813GAC5 INTEREST EARNED ON HONDA AUTO 0.270% 4/21/25$1 PV ON 361.1300 0.0000 0.000000 361.13 0.00 0.00 SHARES DUE 9/21/2021 $0.00023/PV ON 1,605,000.00 PV DUE 9/21/21 09/21/2021 43815HAC1 INTEREST EARNED ON HONDA AUTO 2.950% 8/22/22$1 PV ON 846.3400 0.0000 0.000000 846.34 0.00 0.00 SHARES DUE 9/21/2021 $0.00246/PV ON 344,273.94 PV DUE 9/21/21 09/23/2021 3137EAEX3 INTEREST EARNED ON F H L M C M T N 0.375% 9/23/25$1 PV ON 7660000.0000 0.0000 0.000000 14,362.50 0.00 0.00 SHARES DUE 9/23/2021 09/27/2021 03215PFN4 INTEREST EARNED ON AMRESCO 1.12684% 6/25/29$1 PV ON 111.7700 0.0000 0.000000 111.77 0.00 0.00 SHARES DUE 9/25/2021 $0.00094/PV ON 119,021.64 PV DUE 9/25/21 09/27/2021 3137BFE98 INTEREST EARNED ON F H L B GTD REMIC 3.171% 10/25/24$1 PV ON 13212.5000 0.0000 0.000000 13,212.50 0.00 0.00 SHARES DUE 9/25/2021 $0.00264/PV ON 5,000,000.00 PV DUE 9/25/21 09/27/2021 31394JY35 INTEREST EARNED ON F H L M C MLTCL MTG 6.500% 9/25/43$1 PV ON 2730.4700 0.0000 0.000000 2,730.47 0.00 0.00 SHARES DUE 9/25/2021 $0.00542/PV ON 504,083.99 PV DUE 9/25/21 5of7 U.S. Bank Transaction History September 2021 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 09/27/2021 31371 NUC7 INTEREST EARNED ON F N M A#257179 4.500% 4/01/28$1 PV ON 29.3300 SHARES 0.0000 0.000000 29.33 0.00 0.00 DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31376KT22 INTEREST EARNED ON F N M A#357969 5.000% 9/01/35$1 PV ON 266.3300 0.0000 0.000000 266.33 0.00 0.00 SHARES DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31403DJZ3 INTEREST EARNED ON F N M A#745580 5.000% 6/01/36$1 PV ON 244.0800 0.0000 0.000000 244.08 0.00 0.00 SHARES DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31403GXF4 INTEREST EARNED ON F N M A#748678 5.000% 10/01/33$1 PV ON 3.3500 SHARES 0.0000 0.000000 3.35 0.00 0.00 DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31406PQY8 INTEREST EARNED ON F N M A#815971 5.000% 3/01/35$1 PV ON 365.1000 0.0000 0.000000 365.10 0.00 0.00 SHARES DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31406XWT5 INTEREST EARNED ON F N M A#823358 2.035% 2/01/35$1 PV ON 117.0700 0.0000 0.000000 117.07 0.00 0.00 SHARES DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31407BXH7 INTEREST EARNED ON F N M A#826080 5.000% 7/01/35$1 PV ON 49.3700 SHARES 0.0000 0.000000 49.37 0.00 0.00 DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31410F4V4 INTEREST EARNED ON F N M A#888336 5.000% 7/01/36$1 PV ON 424.5500 0.0000 0.000000 424.55 0.00 0.00 SHARES DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 3138EG6F6 INTEREST EARNED ON F N M A#AL0869 4.500% 6/01/29$1 PV ON 20.5200 0.0000 0.000000 20.52 0.00 0.00 SHARES DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31417YAY3 INTEREST EARNED ON F N M A#MA0022 4.500% 4/01/29$1 PV ON 35.1600 0.0000 0.000000 35.16 0.00 0.00 SHARES DUE 9/25/2021 AUGUST FNMA DUE 9/25/21 09/27/2021 31397QREO INTEREST EARNED ON F N M A GTD REMIC 2.472% 2/25/41 $1 PV ON 67.1500 0.0000 0.000000 67.15 0.00 0.00 SHARES DUE 9/25/2021 $0.00064/PV ON 105,426.23 PV DUE 9/25/21 09/28/2021 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 28600.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 09/28/2021 912828WUO FED BASIS OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 28600.00 UNITS 0.0000 0.000000 0.00 28,600.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 09/28/2021 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 28600.0000 28,600.0000 0.000000 0.00 0.00 0.00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 09/28/2021 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY 28600.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 INCREASE TO ADJUST FOR CHANGE IN CPI 09/29/2021 912796D30 INTEREST EARNED ON U S TREASURY BILL 2/24/22$1 PV ON 1250000.0000 0.0000 0.000000 115.68 0.00 0.00 SHARES DUE 9/28/2021 1,250,000 PAR VALUE AT 99.986392% 09/29/2021 912796M22 INTEREST EARNED ON U S TREASURY BILL 10/05/21 $1 PV ON 5500000.0000 0.0000 0.000000 692.73 0.00 0.00 SHARES DUE 9/28/2021 5,500,000 PAR VALUE AT 99.99994509% 09/30/2021 CASH DISBURSEMENT PAID TO BANC OF CALIFORNIA OUTGOING DOMESTIC WIRE 0.0000 0.000000 -35,000,000.00 0.00 0.00 PER DIR DTD 9/29/2021 09/30/2021 912796F61 INTEREST EARNED ON U S TREASURY BILL 9/30/21 $1 PV ON 19000000.0000 0.0000 0.000000 1,234.37 0.00 0.00 SHARES DUE 9/30/2021 19,000,000 PAR VALUE AT 100% 09/30/2021 91282CAM3 INTEREST EARNED ON U S TREASURY NT 0.250% 9/30/25$1 PV ON 6500000.0000 0.0000 0.000000 8,125.00 0.00 0.00 SHARES DUE 9/30/2021 6of7 U.S. Bank Transaction History September 2021 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 09/30/2021 91282CBT7 INTEREST EARNED ON U S TREASURY NT 0.750% 3/31/26$1 PV ON 0.0000 0.000000 37,500.00 0.00 0.00 10000000.0000 SHARES DUE 9/30/2021 09/30/2021 912828YH7 INTEREST EARNED ON U S TREASURY NT 1.500% 9/30/24$1 PV ON 0.0000 0.000000 105,000.00 0.00 0.00 14000000.0000 SHARES DUE 9/30/2021 09/30/2021 9128281-57 INTEREST EARNED ON U S TREASURY NT 1.750% 9/30/22$1 PV ON 0.0000 0.000000 140,000.00 0.00 0.00 16000000.0000 SHARES DUE 9/30/2021 09/30/2021 9128284D9 INTEREST EARNED ON U S TREASURY NT 2.500% 3/31/23$1 PV ON 0.0000 0.000000 125,000.00 0.00 0.00 10000000.0000 SHARES DUE 9/30/2021 09/30/2021 91282CCX7 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.375% 9/15/24 0.0000 0.000000 -466.16 0.00 0.00 09/30/2021 91282CCW9 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.00001% 8/31/26 0.0000 0.000000 -1,864.64 0.00 0.00 TOTAL OTHER TRANSACTIONS 58,864.0000 -33,768,218.93 58,864.00 0.00 7 of 7 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1888 Agenda Date: 10/27/2021 Agenda Item No: 5. FROM: James D. Herberg, General Manager SUBJECT: ORANGE COUNTY SANITATION DISTRICT ANNUAL REPORT - FISCAL YEAR 2020-2021 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the Orange County Sanitation District Annual Report for Fiscal Year 2020-2021. BACKGROUND Every fall, the Orange County Sanitation District (OC San) produces an annual report capturing the agency's accomplishments, statistics, and financial data for the previous fiscal year. The report provides a snapshot into the work of OC San and how we serve the community, elected officials, businesses, and various stakeholders. RELEVANT STANDARDS • Build brand, trust, and support with policy makers and community leaders • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities • Make it easy for people to understand OC San's roles and value to the community ADDITIONAL INFORMATION The annual report will be printed on demand/request in addition to its availability online. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • 2020-2021 Annual Report Orange County Sanitation District Page 1 of 1 Printed on 10/19/2021 powered by LegistarTM sjmbiw1 An4 i AIL � Oe � N s O ki7 uj. Q ° (AZ 1 QO Z -"�`•� W ;s ID z O a A L QN t 1' Vi - 7 Table o on en s Who We Are 4 Our Mission and Vision 5 Letter from the General Manager 7 Board of Directors 8 Executive Management Team 9 Transparent New Logo 12 COVID-19 13 Looking Ahead 14 Protecting our Community's Assets 16 Managing Your Money Wisely 17 Resilient i We are Partners 20 Partnering for Solid Waste Resiliency 21 We Are In It Together 22 Groundwater Replenishment System 23 Reliable OC San's Ocean Discharge Permit Renewed 26 x=' i Capital Improvement Program 27 Looking Ahead Ensuring Our Reliability 28 _ 1 Headworks Rehabilitation Project 29 Making the Grade 30 �r ., 2020-21 Awards 32 Our Workforce Facts 33 Legislative, Social Media, Community Outreach, Stats 34 Highlights from 2021 Surge tower at Plant No.2 y Looking Forward 2022 in Huntington Beach. 2 1 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 3 n: Our io e re. . . . . . public . . . . . effective wastewater collection, . • The Orange County Sanitation District (OC San) is a special district governed by a 25-member Board of Directors comprised of 20 cities, four special districts, and one representative from the Jur Vision Orange County Board of Supervisors, Orange County Sanitation District Will Be A Leader In: OC San provides wastewater collection, treatment, and recycling for approximately 2.6 million Pr Providing reliable, responsive, • affordable services customer needs people living within a 480 square-mile area of central and northwestern Orange County, • • expectations. Our wastewater collection facilities include 388 miles of sewer pipes and 15 off-site pump Protecting public health and the environment ' all practical and effective stations, located throughout our service area. Each day, we treat more than 180 million gallons of means for " • • solids resource • " wastewater from residential, commercial, and industrial sources at our two plants; Reclamation Continually seeking efficiencies to ensure that the • •lic's money is wisely spent. Plant No. 1 in Fountain Valley and Treatment Plant No. 2 in Huntington Beach, Communicating our . and strategies with those we serve and all other stakeholders. Partnering with others to benefit our customers, Ws region, and our industry. Creating the best possible workforce in terms of safety, productivity, customer • • lk "lag 1 4 4 I ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 15 f 7 Letter rom the General —� II Transparent, Resilient and Reliable service — this continues to be OC San's commitment to its customers, community, board members, and fellow agencies. r - �► This pandemic has shown us the importance of remaining resilient. As we have navigated through the ever-evolving challenges of the past year, OC San's dedicated staff have continued their work to deliver reliable service 24 hours a day, every day. We have also continued planning and building for the future to ensure that our community has resilient infrastructure with up-to-date technology, At the same time, we have worked to maintain visibility and transparency with the public while implementing COVID-19 safety precautions. OC San has utilized -~� technology to conduct our external-facing work virtually,for example Board Meetings, pre-bid job walks, employee recruitment, and plant tours. _ - = Our agency continued to move forward with important projects during Fiscal Year 2020-21, awarding over$475 million in construction contracts for more than - 20 capital projects.These projects are not only essential to deliver our mission safely and reliably, but the dollars spent are also providing a much-needed boost - - - to our economy. u I would like to thank our current and past Board Members for their vision and A foresight. Under their leadership, we are ensuring that we continue to thrive and innovate under these trying times. And thank you to our community for their continued trust and support for our agency, and to our staff for their commitment all to protecting public health and the environment — even under the most challenging of circumstances, Sincerely, James D. Herberg P ' General Manager _M 1/1- Plant No. •. Fountain Valley. Aq 6 1 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 17 Boardof D Executowe City Active Director a n a e m e n Anaheim Stephen Faessel Brea Glenn Parker Buena Park Art Brown Cypress Paulo Morales Fountain Valley Patrick Harper Fullerton Jesus J. Silva Garden Grove Steve Jones Huntington Beach Kim Carr Irvine Anthony Kuo La Habra Rose Espinoza James Herberg La Palma Marshall Goodman General Manager Los Alamitos Mark Chirco Newport Beach Brad Avery Orange Kim Nichols Placentia Chad Wanke (Vice-Chairman) Santa Ana Johnathan Ryan Hernandez _ Seal Beach Sandra Massa-Lavitt Stanton David Shawver Tustin Ryan Gallagher Villa Park Chad Zimmerman Robert Thompson Lorenzo Tyner Assistant General Manager and Director Assistant General Manager and Director Sanitary Districts of Operations and Maintenance of Finance and Administrative Services Costa Mesa Sanitary District Robert Ooten Midway City Sanitary District Andrew Nguyen Water Districts Irvine Ranch Water District John Withers (Chairman) .�- Yorba Linda Water District Brooke Jones County Areas Member of the Board of Supervisors Doug Chaffee Kathleen Millea Celia Chandler Lan Wiborg Director of Director of Director of Engineering Human Resources Environmental Services $ I ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 19 a. - ✓J - � is _ •x;.. ?;�� ��, �1 '�R pit' �': '. ..`'- '� _I ♦NV.1 ! (. �.. � .- i � ,. �. - ...,. - >�� ���� �', � � y4, �' � ,. - _��� _` ••�' `,�.. jam` jc. >� ��\ f- - -„�. 1, - L f+4 � �x . r� i • !• j `�' r�I�, a-_�_ - � •-. 1 .�i,�'• ':v._7��`�•- y'1►p.. � '7': •� Mrw mw 14 lu Cons 2 it nti Bea IN " r - 11.\ -AND New Logo. . . OC San Plays a Key Role Same Great Service in COVID=19 Public Health We are proud to announce that earlier this year, we updated our name and logo. We want to continue to be a transparent agency with a name and logo that clearly reflect u rve I a n c eSystem who we are and the work that we do. The rebranding was designed to bring clarity to the work of OC San to reflect the water resource recovery agency it has become, and to avoid confusion with other Orange County agencies. As the COVID-19 pandemic continues and new variants appear,the Centers for Disease Control "Our new logo is a representation of the work we do and the community that we serve," and Prevention (CDC) established a National Wastewater Surveillance System (Surveillance said OC San General Manager Jim Herberg, "Changing the abbreviated version of Program), a public health surveillance system for COVID-19.The CDC defines a public health Orange County Sanitation District from OCSD to OC San will help our agency be easily surveillance system as an ongoing, systematic collection, analysis, and interpretation of health- recognized and more clearly associated with our mission," related data essential to planning, implementation, and evaluation of public health practice. In California, the Department of Public Health (CDPH), State Water Resources Control Board, OC San and four other wastewater treatment agencies have been leading the state's wastewater surveillance efforts also known as Wastewater Based Epidemiology since December of 2020.To support the CDC's Surveillance Program and to be transparent, OC San analyzes the raw influent that comes in from throughout Orange County and provides the data to the CDPH three times a week. The reports provided to the CDPH include the findings (if any) of the SARS-CoV-2 genetic material. Once CDPH reviews the data, it is uploaded to CDC's Surveillance Program data portal. After the data is reviewed and interpreted by CDC, information is shared with public health officials and stakeholders to better understand the extent of COVID-19 infection in communities. Individuals infected with SARS-CoV-2, both asymptomatic and symptomatic, shed the virus in SA I stool that ends up in the sewage system. Fortunately, SARS-CoV-2 has not been shown to remain infectious in wastewater, but its genetic material can be detected and used as an indicator of the presence of COVID-19 in a community. ORANGE COUNTY SANITATION DISTRICT 12 I ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 113 ■ OC San strives for transparency in all that we do, After a long journey and hard work, we ookLing Ahead . . . have officially broken ground on our new headquarters building, which is located across from Plant No. 1 in Fountain Valley. ■ The design and technology integrated into the building will provide a world class working OC a Sn Builds New environment to accommodate up to 350 staff currently spread out over 100 acres of Plant No. 1 in Fountain Valley, in various aging buildings and trailers. The staff will be brought together under one roof of the new three-story, 11O,00O-square foot building.The new building will also allow us to showcase what we do with the addition of a grant funded eadquarters Bumildo educational center on OC San's resource recovery efforts for our visitors. Construction is scheduled for completion towards the end of 2023. The design of the building integrated the most environmentally friendly features and materials and has won several awards including; Honorable Mention (2020) Unbuilt — Green Category, Best of Design Awards Architect's Newspaper World Changing Ideas Honorable Mention (2020) Spaces, Places, and Cities Category Fast Company Merit Award (2019) Committee on the Environment NEXT American Institute of Architects Los Angeles We thank our community for their support and can't wait till the project is complete and we jare able to open our doors, ORANGE COUNTY SANITATION XL s 1 Jim Architectural rendering . . . . . . bridge at night,view from Ellis Avenue. Architectural rendering of the front lobby with mass timber elements. 14 1 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 115 Foinancoial ■Protectming Money Wisely OC San is proud to announce that it has received an Investment Policy Certification by the ourCommunmitolesAssets California Municipal Treasurers Association (CMTA). CMTA is the professional society of active public treasurers of California counties, cities, and special districts. It sets ethical standards for the OC San strives to ensure we are financially stable while keeping our rates affordable. Recently, OC treasury profession in state and local government in California. San had its AAA credit rating reaffirmed by Fitch Ratings, Standard & Poor's, and Moody's Investors CMTA's Investment Policy Certification program began in 2012 with the support from the California Service Incorporated, These ratings are based on our management practices and financial strength, Debt and Investment Advisory Commission. It is open to all government agencies within the State The AAA rating is the highest possible credit rating an agency can receive,which means that we have of California including special districts, cities, and countries. access to low interest rate financing on infrastructure improvements, resulting in cost savings for OC San's customers, OC San is the only California utility with a AAA rating from all three major rating To receive certification, OC San's policy must adhere with the State of California Government Code agencies, and meet the program requirements within 18 different topic areas deemed to be best practices for investment policies such as delegation of authority, internal controls, performance standards, Many government agencies are faced with growing long-term liabilities, particularly in the area of reporting, investment policy adoption, ethics, and conflicts of interest. employee pensions. Following the Great Recession, like many agencies OC San had a significant Unfunded Actuarial Accrued Liability(UAAL).Through the proactive stance of our Board of Directors, "As a public agency, we make every effort to be completely diligent we paid down the unfunded liability, which will save our ratepayers nearly seven percent a year in and comprehensive in our investments, This is the first time we have premium payments, At this time, OC San's pension obligations are current with zero UAAL. applied for the certification, and 1 am proud to say that it reaffirms our efforts to maintain such high standards,"stated Lorenzo Tyner, Where The Money Comes From OC San Assistant General Manager and Director of Finance and Administrative Services. Interest Intradistrict $14.5M Transfers 2.2% $3.5°M Where The Money Goes 0.5/° Property Taxes Other Operating Capital $1°7% $19.1M Expenses Improvement 2.9% $183.9M Program 28.3% $224.6M 34.6% Fees & Charges $352.4M Debt Proceeds 53.7% $163.8M Other 25.0% Requirements $7.0M Debt Service 1.0% $234.5M 36.1% 16 I ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 177 LAW sir IP NI `�� � `/� ��, � x a �� -=�► _'j' �� `— is �I �.^�,.�' � � a, � � (�/ INC TO— ilk 40F At / ri { e'ze kip CenGen Facilities at Plant No. 1 in Fountain Valley. ` ?� Partnering f 'r J: X- - Solid W Resiliency In 2016, a California law (SB 1383) established methane emissions reduction targets in a statewide t'' r effort to reduce emissions of short-lived climate pollutants.The bill aimed to address the many impacts of climate change on human health. The new law established targets to achieve a 50 percent reduction in the level of the statewide disposal of organic waste from the 2014 level by r. 2020 and a 75 percent reduction by 2025. 1 . Acting as regional partners to assist cities in our service area with SB 1383 requirements, OC San has designed an Interim Food Waste Receiving Facility to be constructed at our Plant No. 2 in Huntington Beach. The station is designed to accept approximately 150 tons per day of As community partners, OC San works to preprocessed food waste slurry from waste haulers and feed it into our existing digester complex, r!�•cfi�"+��� beneficially reuse all of the products generated Adding the food waste slurry to our digesters can increase the production of methane gas used for on-site power generation. This project will, once constructed, assist OC San's member agencies in as part of the wastewater treatment process. We are more than a wastewater treatment facility; meeting Senate Bill 1383 organic diversion goals, _ we are an energy producer. We generate an SB 1383 also encourages the use and purchase of biosolids-based amendments and products. As average of 7.8 million kilowatt hours of energy regional partners, we are working with our local cities to help them meet the requirements of SB per month by converting biogas, a byproduct 1383 and encourage composting as a tool to meet the statewide mandate. For more information, of the wastewater treatment process, into visit www.ocsan.gov/compost. electricity and heat. This renewable gas is used at our facilities to save energy, reduce greenhouse gas emissions and save about$5.6 �� million annually in power that would otherwise be purchased from Southern California Edison. CenGen at Pla 'No. Fountain Valley. K We haven't stopped there, we are utilizing the latest energy storage technology , _� too. OC San operates a 4,9-megawatt, _ - . 32,5-megawatt-hour Tesla lithium-ion _ f energy storage system which is the I largest single customer-sited battery _ 1 _ , system in the United States. The battery storage system is saving OC San ratepayers at least$300,000 per year, Battery storage system at , a. ! Plant No. 1 in Fountain Valley. 20 I ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 121 We Are In It Together Groundwater We understand the financial hardship the pandemic has caused for many in our community. We e eni s men stem want to do our part by providing some relief to our ratepayers and lend a helping hand during these challenging times. In response, OC San did not charge late penalties to our customers during the last year. Also,the OC San Board of Directors voted to not raise sewer fees for all customers for the 2020-21 fiscal year. The sewer service fee for asingle-family residence remained at$339 for the With a long standing goal of improving water supply resiliency in Orange County, OC San and year, less than one dollar a day. Sewer service fees for commercial users and permitted industrial the Orange County Water District (OCWD) embarked on the final expansion of the Groundwater users also remained flat during fiscal year 2020-21, Replenishment System (GWRS). The project is a collaboration between OC San and OCWD and is the world's largest water purification system for indirect potable reuse. At the same time, OC San reverted to a previous rebate methodology allowing non-residential customers to apply for an additional rebate that could grant them more relief. In an ongoing effort The system takes highly treated wastewater from OC San that would have otherwise been released to keep our staff, Board of Directors, vendors and community safe we implemented a variety of into the ocean and purifies it using athree-step advanced treatment process. The result is high safety protocols including virtual meetings, online services, and created an environment where our quality water that meets or exceeds all state and federal drinking water standards, administrative staff are able to work from home to prevent the spread of COVID-19. Additionally, we n 4A The GWRS final expansion includes a total of four projects,two OC San projects and two OCWD knew we had to find a way to conduct business while providing an opportunity for our leadership -- projects, The GWRS will maximize water reuse, reducing the amount of treated wastewater to continue to guide us, Through technological advances and the implementation of the Governor's released through the ocean outfall and helping us to meet our goal of recycling 100 percent of our Executive Order, for the first-time ever virtual Board Meetings were conducted. reclaimable flows. The final expansion projects will increase treatment capacity from 100 to 130 As partners in our community and leaders in the world of research OC San and four other �� million gallons per day, enough water for 1 million people! The final phase of the project is under wastewater treatment facilities have been leading the state's wastewater surveillance efforts also `` construction and expected to be completed in 2023. known as Wastewater Based Epidemiology. OC San analyzes the raw influent that comes in from u throughout Orange County and provides the data to the California Department of Public Health \� _ (CDPH), three times a week. '+ _ Individuals infected with SARS-CoV-2, both asymptomatic and symptomatic, shed the virus in stool that ends up in the sewage system. Fortunately, SARS-CoV-2 has not been shown to remain �''�` l 'f- d "� `' = infectious in wastewater, but its genetic material can be detected and used as an indicator of the presence of COVID-19 in a community, 0 V "As this pandemic continues to change the landscape of our V " community, OC San is committed to providing this essential service. Our fiscal stewardship over the years has allowed us to maintain our -- level of service and protecting public health and the environment is G W R S our top priority,"stated John Withers, OC San Board Chairman. y •� GROUNDWATER REPLENISHMENT SYSTEM u I _ L John Withers ° Board Chairman Y u 22 I ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 d y ORANGE OOUNTY SANITATION,L IISTRICT—ANNUAL REPORT 2020/21 123 4'3 4 i - f . 001; °T j _ 7 7 A �` Sf'.f Y/'YU � ,��. ��. � - -�'- ,_ -�. � ill !�' � -�►,. - y +. . old 1. If?' 1d' ., �� •f`', �- II zoo y -_- ,��' �1�I;) ' • ANN i q �� • - q ` • �� ��klow� Construction at Plant No. 1 in Fountain Valley. o` 24 1 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 125 OC San's Ocean Discharge Capoltal Improvement erm l e n ewe OC San's Capital Improvement Program (CIP) is a 20-year plan to maintain and replace the infrastructure required to provide essential wastewater service to 2.6 million residents of Orange County. Last fiscal year, over 20 projects were advertised for construction with contracts valued at Every five years, OC San is required to apply for the renewal of its ocean discharge permit. over$475 million.The projected spending is expected to increase from $160 million for this past year The permit formally known as the National Pollutant Discharge Elimination System to $225 million this coming year; and over$250 million each year for at least the next ten years, (NPDES) permit, is jointly administered by the United States Environmental Protection Agency (EPA) and the Santa Ana Regional Water Quality Control Board. After reviewing extensive technical data provided by OC San, and conducting their own research, the Santa Ana Regional Water Control Board held a public hearing on June 18, 2021, that resulted in a joint agreement with the EPA to reissue the NPDES permit.The Future Rehabilitation renewed permit became effective on August 1, 2021 and will be effective until 2026. In and Replacement $349 pillion addition to the renewal of our permit, we have more good news—OC San's effluent quality 11.7/o is better (80 percent lower) than our permit limits. This is just another example of our Collection System commitment to the work we do and our mission to protect public health and environment. $547 million 18.4% -� Ten Year .' '•�c.`� .. Net CIP Outlay FY 2021-22 through Plant No.2 ,;• �'� r ti� �� -�� � _ $859 million FY 2030-31 .Joint Facilities 28.9% $464 million $2.97 Billion 15.6% Non-Engineering $15 million Plant No.1 $739 million - 24.9% 26 I ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 127 Lookoin he d 9-4 For Today and F Tomorrow l LLtttll�Itlt� Ensuflng Our R 1 0 II,II � - - << e ia i I eadworksH Rehabilitation OC San continues to look ahead and plan for the future as Maways expect the Project unexpected. It is said that practice makes perfect — we believe planning makes perfect. � By continuously assessing and managing our critical assets we are able to be resilient. 1; t Ensuring we are reliable not just today but in the future, OC San has begun one of our largest projects to ' During this fiscal year, we completed the Asset Management Plan ahead of schedule. '�4� date — the Headworks Rehabilitation Project at Plant No, 1, in Fountain Valley, This project will rehabilitate The plan reviews and updates the ongoing and future capital improvement projects and provide major upgrades to our Headworks — the heart of our plant — which is the first process as and serves as a tactical document that captures OC San's operational strategies, water enters from six regional trunk sewers throughout Orange County. maintenance plans, and capital improvement plan implementation on an annual basis. Updating this plan was no small feat and provided an opportunity for us to understand Headworks lifts the wastewater from the deep sewers and prepares it for treatment. Large debris and other the condition and performance of all our critical, major assets and begin the planning coarse solids are removed from the water; without the Headworks, the water would contain debris capable process. of damaging our pumps and clogging our treatment systems. This process plays a vital role in OC San's _ .. 0 mission to protect public health and the environment. The budget for this project is over$340 million and is currently underway. The Headworks Rehabilitation project in expected to be complete in the fall of 2027, — 14.1 dp • • WLJa dw - - r - _.- r -- ---a I k..1. " `ram - s.. - `AD - r s - Replacement of engine number one at Plant No. I TA in Fountain Valley. • it ;�,•a ,,,,-���'� � �i1 28 I ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 •' ! �{ T i ■ aing the Grade Even during the toughest of times, we continue our tradition of providing the best available service to our community. Every year, Heal the Bay grades over 500 beaches up and down the west coast based on their water quality, This year's report card had 35 beaches on the Honor Roll, Orange County had the most beaches on the Honor Roll with 10. Statewide, 93 percent of the more than 500 beaches surveyed along the 840 miles of coast earned an A or B in summer months. In Orange County, Summer dry grades were excellent and just below the five-year average with 96 percent of the beaches receiving A and B grades.This is a clear indicator that our collection, treatment and monitoring efforts, and our dry weather urban runoff diversion program are protecting the ocean water quality. -VAR,4ft • r .. _-. _ rr..�� r as �._.o ;• _ - 4'• _ �- "'SSLrI 6 ...•7t*_I ��� �- - - - M i `=ice •.. ` / - ' ; �,I - j�'.k»Qit ` �� �� .�, IWO. i 1 I 30 I ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 137 Y'4 1 2020=21 Awards Utility of the Future Today, Energy Generation and Recovery— 2020 Water Environmental Research Foundation, National Association of Clean Water Agencies, Water Environment Federation and Environmental Authorized Full-Time Employees Protection Agency Platinum Peak Performance Award — 2020 National Association of Clean � 639 Water Agencies � Average Age Gold Recognition, Excellence in Management — 2020 National Association of Clean Water Agencies 46A Excellence Award — 2020 Municipal Information Systems Association Average Years of Service of California Santa Ana River Basin — 2021 • Operator of the Year (Gold Catagory) — Michael Huls • Collection System Person of the Year — Steve Grande ! New Hires • Collection System of the Year — 200-500 miles 46 • Gimmicks and Gadgets — Alkaline Enhanced Iron Odor Control .y National Safety Council — 2021 Number of Retirements • Occupational Excellence (Plant No, 1) • Milestone Award (Plant No. 2) 23 Collections System of the Year, 2nd Place — 2021 California Water Environmental Association Retirements Years of Service = •�� , ♦Distinguished Budget Presentation Award — 2021 Government Finance 560 Officers Association Platinum Peak Performance Award — 2021 National Association of Clean EDUCATION LEVEL: Water Agencies Bachelor's Degree or Higher Gold Recognition, Excellence In Management — 2021 National 65% Association of Clean Water Agencies Award of Excellence,Asset Management — 2021 California Association Master's Degree or Higher of Sanitation Agencies 18% Percentage of employees holding positions G� that require a state license or certification C��EA o,. ^J6 Cedfiw,e ����� N/\C W/\ 48% ® x \ y �o M IS A C Peak Performance AWARDS 1 32 I ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT—ANNUAL REPORT 2020/21 33 Legislative o c i a e i a Education Inside the Outdoors Du■ ring the 2020-2021 school year, ommun City a total of 1,171 students were reached; 850 elementary students for the "Drip Drop Traveling Scientist" program and 321 middle/high school students for the "Scientists of the Sewer" Social program, Y.E.S. Legislative Media Youth Education Summit 56 755 Previously called the Children's Legislative Bills Tracked Social Media Water Education Festival, OC San Posts participated in the Youth Education 13 Federal Position Letters Summit entitled Y,E,S, reaching more than 6,000 teachers, students and 4 parents throughout Orange County, State Position Letters OC San staff presented on a variety 24 of topics including; the What2Flush Letters of Support program, OC San and the Received wastewater system. Speakers Bureau OC San "U" 30 Through this internal educational Speaking university, 12 sessions were provided with Engagements an average attendance of 60 employees per session. The session topics pertain to leadership, technology, communications, and organizational awareness. The Tours university also offers mentoring, a First-time Ever leadership academy, and online courses. Virtual Tours Nearly 300 employees have participated in 35 Tours Reaching at least one university learning option, 1,144 people First-Ever Virtual qF State of the OCSAN District 140 guests 34 ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 35 0 0 - - 1. __ I 1 1­11-- s om2mm Cleaned six digesters (three at Plant No. 1 and three at Plant No. 2). Completed maintenance service on 16 primary clarifiers at Plant No. 1. Major overhaul of six secondary clarifiers at Plant No. 2. Completed over 25,000 work orders. in Cleaned more than 40 miles of gravity sewers. AO In the collections system, removed 44 cubic yards of grit from our gravity I I �- . sewers. Met our levels of service for odor complaints in the collections system. Received one-third less odor complaints. xc� our goal to reach 5,000 people through tours, social media, events �i and publications. We reached nearly 200,000 peoplesIncreased pump station asset availability from 86 percent to 90 percent. �— ---- �� Managed sanitary sewer overflows to 1.25/100 miles of pipe which is below I� the Board adopted Levels of Service of 2.1/100 miles of pipe. Lookoing • Rialto Bioenergy Facility (RBF) pilot project, The project will process up to 100 wet tons per day of biosolids, which includes drying and thermal conversion service, 1W • Refunding the variable rate debt to a lower fixed rate to save our ratepayers $163 million. • Conduct a study to find alternatives for treatment plant energy recovery. F - 1 • Create a preliminary design for a perimeter wall at Plant No. 2 as part of 1, our Climate Resiliency Plan, • Continue interagency collaboration to continue developing a _vt V Wastewater Surveillance program for COVID-19 and beyond• �- ` * _ , •, Qualify for and complete the Voluntary Protection Program through the California Division of Occupational Safety and Health (Cal/OSHA). • OC San will work with the Heritage Museum of Orange County to bring a newly revamped educational program for school-aged children that focuses on wastewater treatment and the What2Flush Program, -� • Through the Inside the Outdoors Program, OC San will create a new educational program for middle school and high school students in Orange County that will teach the methodologies in treating wastewater and focus on the What2Flush Program. ry - r 38 I ORANGE COUNTY SANITATION DISTRICT-ANNUAL REPORT 2020/21 1 � - •� _ f. ---�� yam- - \4'1 ' \ � -- "��\\ Wastewater Facilities at Plant No. I in Fountain Valley. Reclamation Plant No. 1 (Administration Offices) 10844 Ellis Avenue, Fountain Valley, California 92708 Treatment Plant No. 2 22212 Brookhurst Street, Huntington Beach, California 92646 Phone; 714.962.2411 www.ocsan.gov Follow us on; M t_A % 9 , SAN ORANGE COUNTY SANITATION DISTRICT 10/2021 Administration Building OPERATIONS COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1894 Agenda Date: 10/27/2021 Agenda Item No: 6. FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: PLANT NO. 1 BUILDING A FEEDER CABLES REPLACEMENT (MP-337) GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve a Service Contract to AMTEK Construction for P1 Building A Feeder Cables Replacement (MP-337), for 480V feeder cables, per Specification No. S-2021-1261 BD, for a total amount not to exceed $356,333-1 and B. Approve a contingency of $35,633 (10%). BACKGROUND Plant No. 1 Maintenance Building A houses the rebuild shop support facilities and equipment. The rebuild shop is a support function of the Orange County Sanitation District (OC San) where major mechanical equipment such as pumps, valves, and structural components are rebuilt or fabricated. Electrical power to Building A is fed from a power building located within Plant No. 1. RELEVANT STANDARDS • Protect OC San assets • 24/7/365 treatment plant reliability • Maintain a proactive asset management program PROBLEM Routine predictive maintenance testing discovered that the insulation on the feeder cables for Plant No. 1 Maintenance Building A is failing. The cable was taken out of service to prevent a catastrophic cable failure. PROPOSED SOLUTION Replace existing feeder cables to restore full utility to the rebuild shop facilities. Orange County Sanitation District Page 1 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1894 Agenda Date: 10/27/2021 Agenda Item No: 6. TIMING CONCERNS Proceeding in a timely fashion is recommended to prevent operational disruption and delays. Currently, the rebuild shop is running with a lower capacity temporary arrangement using the remaining parallel conductors of the original feed. RAMIFICATIONS OF NOT TAKING ACTION Not acting will impact the ability of the rebuild shop to overhaul and repair plant assets. There is also a potential for a prolonged outage due to catastrophic cable failure of the remaining cable system. Catastrophic cable failures can damage additional equipment and create more expensive emergency repair situations. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OC San advertised for bids on July 21, 2021. Four sealed bids were received on August 24, 2021. The bids were evaluated in accordance with OC San's policies and procedures. Staff recommends awarding a Service Contract to the lowest responsive and responsible bidder, AMTEK Construction. Summary information on the bid opening is as follows: Bidder Amount of Bid AMTEK Construction $356,333 Eco Energy Solution, Inc. dba High Volt Electric $481,589 Baker Electric $586,675 M. Brey Electric, Inc. 1$617,130 A contingency of 10% is recommended because of the potential of additional repairs discovered during removal and installation of ancillary or adjacent cabling. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the OC San's Purchasing Ordinance. This recommendation will be funded under the Repair and Maintenance line item for Plant No. 1 Operations and Maintenance Department (Budget Update - Fiscal Year 2021-2022, Page 45). The available funding is sufficient for this action. Orange County Sanitation District Page 2 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1894 Agenda Date: 10/27/2021 Agenda Item No: 6. Date of Approval Contract Amount Contingency 10/27/2021 $356,333 $35,633 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Service Contract RM:iq:mv:nb:ab Orange County Sanitation District Page 3 of 3 Printed on 10/20/2021 powered by LegistarTM SERVICE CONTRACT Plant No. 1 Building A Feeder Cables Replacement (MP-337) Specification No. S-2021-1261 BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OC San") and AMTEK Construction with a principal place of business at 946 North Lemon Street, Orange, California 92867 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OC San desires to temporarily retain the services of Contractor for feeder cable replacement at Plant 1 Building A (MP-337) as described in Exhibit "A" (Services); and WHEREAS, OC San has chosen Contractor to conduct the Services in accordance with Ordinance No. OC SAN-56; and WHEREAS, on October 27, 2021, the Board of Directors of OC San, by minute order, authorized execution of this Contract between OC San and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto is made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit "A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibit "A" Scope of Work Exhibit "B" Bid Price Form Exhibit "C" Determined Insurance Requirement Form Exhibit "D" Contractor Safety Standards Exhibit "E" Human Resources Policies Exhibit "F" General Conditions 1.1 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract is set forth below: a. Addenda issued prior to opening of Bids—the last in time being the first in precedence b. Service Contract c. Exhibit "F" General Conditions d. Exhibit "C" Determined Insurance Requirement Form e. Exhibit "Y Contractor Safety Standards f. Permits and other regulatory requirements g. Exhibit "E" Human Resources Policies h. Exhibit "A" Scope of Work i. Exhibit "B" Bid Price Form Orange County Sanitation District 1 of 9 Specification No. S-2021-1261BD Revision 031021 1.2 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.3 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. 1.4 The term "hours", when used in this Contract, shall be as defined in Exhibit "A". 1.5 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under "Compensation" below. 1.6 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of the purchase of the Services by OC San. 2. Compensation The compensation to be paid by OC San to Contractor for the Services provided under this Contract shall be a total amount not to exceed Three Hundred Fifty-six Thousand, Three Hundred Thirty-three Dollars ($356,333.00). 3. California Department of Industrial Relations (DIR) Re_pistration and Record of Wa_pes 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work during the design and preconstruction phases of a construction contract or perform Work under a maintenance contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code section 1720 et seq., Contractor and its Subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its Subcontractors shall maintain accurate payroll records, shall comply with all the provisions of Labor Code section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Penalties for non-compliance with the requirements of Labor Code section 1776 may be deducted from progress payments per Labor Code section 1776. 3.3 Pursuant to Labor Code section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OC San and/or general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). 3.5 In addition, refer to General Conditions, Exhibit "F", GC-4, LAWS TO BE OBSERVED. 4. Payments and Invoicing 4.1 OC San shall pay, net thirty (30) days, upon receipt and approval, by OC San's Project Manager or designee, of an itemized invoice submitted for all Services completed in accordance with Exhibit"A". OC San, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OC San's Accounts Payable at APStaff(a)OCSan.gov. In the subject line, reference "INVOICE" with the Purchase Order Number and S-2021-1261 BD. Orange County Sanitation District 2 of 9 Specification No. S-2021-1261BD Revision 031021 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3)years after its termination, OC San shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OC San at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The Services provided under this Contract shall be completed within seventy (70) calendar days from the effective date of the Notice to Proceed. 9. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. In addition, refer to General Conditions, Exhibit "F", GC-27, EXTENSION OF TIME FOR DELAY. 10. Performance Time is of the essence in the performance of the provisions hereof. 11. Termination 11.1 OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for Work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost or claim hereunder by Contractor other than for Work performed to the date of termination. 11.2 OC San reserves the right to terminate this Contract immediately upon OC San's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract. 11.3 OC San may also immediately cancel for default of this Contract, in whole or in part, by written notice to Contractor: ■ if Contractor becomes insolvent or files a petition under the Bankruptcy Act, or ■ if Contractor sells its business, or ■ if Contractor breaches any of the terms of this Contract, or ■ if the total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OC San property in the possession or control of Contractor shall be returned by Contractor to OC San upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Contractor and all Subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Determined Insurance Requirement Form (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OC San, nor shall Contractor allow any Subcontractor to commence service pursuant to a subcontract until all Orange County Sanitation District 3 of 9 Specification No. S-2021-1261BD Revision 031021 insurance required of the Subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Bonds Not Used 14. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its Subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OC San, Contractor shall indemnify, protect, defend and hold harmless OC San, its elected and appointed officials, officers, agents and employees,from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. 15. Contractor Safety Standards and Human Resources Policies OC San requires Contractor and its Subcontractor(s) to follow and ensure their employees follow all Federal, State, and local regulations as well as the Contractor Safety Standards while working at OC San locations. If during the course of the Contract it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor and all of its employees and Subcontractors, shall adhere to the safety requirements in Exhibit "A", all applicable Contractor Safety Standards attached hereto in Exhibit "D," and the Human Resources Policies in Exhibit "E". 16. Warranties Refer to General Conditions, Exhibit "F'; GC-19 WARRANTY (CONTRACTOR'S GUARANTEE). 17. Liquidated Dama_pes Not Used 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. Orange County Sanitation District 4 of 9 Specification No. S-2021-1261BD Revision 031021 20. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the Work to be performed; and 2) it understands the facilities, difficulties and restrictions of the Work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at Contractor's risk, until written instructions are received from OC San. 21. Regulatory Requirements Contractor shall perform all Work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. In addition, refer to General Conditions, Exhibit "F", GC-35, STORMWATER REQUIREMENTS. 22. Environmental Compliance Contractor shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Contractor, its Subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 23. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this Work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. Applicable Laws and Re-gulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OC San as a result of Contractor's noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 25. Contractor's Employees Compensation In addition, refer to General Conditions, Exhibit "F"' GC-4, LAWS TO BE OBSERVED 25.1 Davis-Bacon Act— Contractor will pay and will require all Subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty- five percent (25%) or more of the Contract is funded by Federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 25.2 General Prevailing Rate — OC San has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the Work is to be performed for each craft or type of work needed to execute this Contract, and copies of same are on file in the Engineering Department. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code section 1774 of the State of California. Per California Labor Code section 1773.2, OC San will have on file copies of the prevailing rate of per diem wages at its principal office and at each project site, which shall be made available to any interested party upon request. 25.3 Forfeiture For Violation —Contractor shall, as a penalty to OC San, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director Orange County Sanitation District 5 of 9 Specification No. S-2021-1261BD Revision 031021 of Industrial Relations, in accordance with sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with section 1775 of the Labor Code of the State of California. 25.4 Apprentices — sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5) working days or more. 25.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter 1, Part 7 (section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OC San as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 25.6 Record of Wages; Inspection—Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its Subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or Subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its Subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code section 1776, in general. Penalties for non-compliance with the requirements of section 1776 may be deducted from project payments per the requirements of section 1776. 26. South Coast Air Quality Mana_pement District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the SCAQMD. All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OC San does not object shall not operate as a waiver of OC San's rights to seek remedies available to it for any subsequent breach. Orange County Sanitation District 6 of 9 Specification No. S-2021-1261BD Revision 031021 29. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods or Services, OC San may (1) cancel the Contract; (2) recover whatever amount of the purchase price OC San has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or services for those due from Contractor. In the event OC San elects to "cover" as described in (3), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or services and the Contract price, together with any incidental or consequential damages. 30. Dispute Resolution Refer to General Conditions, Exhibit "F'; GC-25, DISPUTES 31. Attorney's Fees Refer to General Conditions, Exhibit "F'; GC-24, CLAIMS 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 34. Damage to OC San's Property Any of OC San's property damaged by Contractor, any Subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. In addition, refer to General Conditions, Exhibit "F", GC-9, PRESERVATION OF PROPERTY. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OC San. 36. Independent Contractor The legal relationship between the Parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San's employees. 37. Limitations upon Subcontractin_p and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 39. Non-Liability of OC San Officers and Employees No officer or employee of OC San shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. Orange County Sanitation District 7 of 9 Specification No. S-2021-1261BD Revision 031021 41. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 42. Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 43. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OC San: Jackie Lagade, Principal Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Contractor: Alan Sayce, Vice President AMTEK Construction 946 North Lemon Street Orange, California 92867 Each party shall provide the other party written notice of any change in address as soon as practicable. [INTENTIONALLY LEFT BLACK. SIGNATURES FOLLOW ON NEXT PAGE] Orange County Sanitation District 8 of 9 Specification No. S-2021-1261BD Revision 031021 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: John B. Withers Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Ruth Zintzun Purchasing & Contracts Manager AMTEK CONSTRUCTION Dated: By: Print Name and Title of Officer CMM Orange County Sanitation District 9 of 9 Specification No. S-2021-1261BD Revision 031021 Exhibit "A" SCOPE OF WORK EXHIBIT"A" Specification No. S-2021-1261BD EXHIBIT A SCOPE OF WORK Plant No.1 Building A Feeder Cables Repair Scope of Work SPECIFICATION NO. S-2021-1261BD SCOPE OF WORK 1 Location of Work The work covered under this Task Order will take place at the Orange County Sanitation District's ("OC San's"): Plant No. 1 located at 10844 Ellis Avenue, Fountain Valley, CA 92708. 2 General The Contractor shall furnish all labor, equipment, materials, machinery, tools, supplies, insurance, bonds, permits, licenses, transportation, and other incidentals necessary to complete all tasks and items of work described within Attachment A and within other portions of the Contract Documents and Drawings and as more specifically described below. 3 Description of the Work 3.1 The work involves replacing existing feeder cabling system - feeder cables for Plant 1 Building A 480 Panelboard "PNL-D" located in the Plant 1 Process Area 19 "Misc. Structures and Grounds", with new feeder cables. See other portions of the Contract Documents for further details and requirements. 3.2 List of As-Built Project P1-115A, J-33-1A, J-33-3 As-Built Electrical Drawings, OC San Baseline Drawings, MP-337 Sketches and Specifications: Drawing Title Dwg No. Sheet No. Project P1-115A As Built Electrical Drawings First Floor Power and Auxiliary SYS Plan SAE1003 58 Project J-33-1A As Built Electrical Drawings J-33-1A Standby Power & reliability Improvements Plant No. 1 MCC-SP-Power Building 4 Equipment Key Plan & MCC Al E-167 87 Elevation (FRONT) Project J-33-3 As Built Electrical Drawings Power Building 4 Electrical Room Power and Control Plan E1015 22 OC San Baseline Drawings Pwr BLDG 4; MCC-R, MCC-SP PRIMARY BASINS 1,2&5; MCC-AAA; CHILLER BUILDING; MCC-CB Baseline Single PL1-13 N/A Line Diagram City Water; MCC-CWA, MCC-CWB, Bldg. A, PNL-D, PNL- PL1-21 N/A DA, PNL-D1, BLDG B; PNL-DBS&DBB/BLDG6;PNL-2D Site Electrical Plan MCC, SWGR, SWBD, Panel, XFMR and N/A N/A Generator Reclamation Plan 1 OC San Process Areas-Reclamation Plant No. 1 N/A N/A EXHIBIT A Page 1 of 5 Specification No. S-2021-1261 BD Area Classification Zone Primary Clarifiers 6 thru 15, E-15 N/A Primary Scrubbers 5 thru 8. Area Classification Zone Primary Clarifiers 6 thru 15 Waste E-21 N/A Sidestream Pump Station MP-337 Sketches Partial Site plan E1001 N/A Control Panel Elevation and Schematic E1002 N/A Electrical Details E1003 N/A Specifications Specification Section 16120 "Conductors and Cables" N/A N/A Specification Section 16080 "Electrical Testing" N/A N/A Specification Section 16075 "Electrical Identification N/A N/A Nameplates and Warning Signs" 3.3 OC San Maintenance staff shall witness all tasks performed by Contractor. 3.4 Tasks involved in this work shall include: a) Coordination of shutdowns and startups with OC San Operations and Maintenance staff. b) Identification and verification of feeder circuits and location in duct banks to be repaired and all functional conductors occupying the same pullbox or manhole. c) Careful removal and documentation of existing wiring and retention of that wiring for detailed inspection by OC San Maintenance staff. Note, existing feeder routing, feeder cable size, and power source was modified under multiple Projects. Contractor's responsibility is to verify existing feeder cable routing plan and conductor size routed via chain of existing manholes. d) Mandrelling and cleaning of all conduits runs for the new feeder circuit runs. e) Provision and installation of new 6#750kcmil with 2#4/0 ground XHHW-2 600V copper wire in (2) existing 4" conduits to match known existing conductor size per Specification Section 16120, using all possible precautions while handling to prevent cable damage. f) Dressing new conductors in all manholes, pullboxes, and equipment. g) Provision and installation of conductor terminations. h) Electrical testing of new feeder circuit and final functionality of the circuit. i) Installation in hazardous areas shall comply with NEC500 and 501. (including conduit seal-offs). Contractor shall remove any existing conduit seal-offs for conductor repair/replacement and install new replacement seal-offs. j) Startup assistance to Operations and Maintenance to recommission affected equipment. 3.5 There are existing utilities in vicinity of Building A and electrical duct banks. Contractor shall protect existing utilities in place while accessing the pullboxes and manholes. 4 Project/Work Elements 4.1 General Prior to cable repair, the Contractor shall perform electrical testing on existing feeder cables for Plant 1 Building A 480V panelboard "PNL-D" Main (entire length, including cut sections) to assess condition of the feeder. EXHIBIT A Page 2 of 5 Specification No. S-2021-1261 BD Contractor shall perform electrical testing of newly installed cable. Contractor shall test entire feeder length after splicing, repairs, and final securing the cable. Note, one of the phases of existing feeder was removed from service during initial troubleshooting. OC San will allow tying (splicing) new cabling system in order to replace failed cable sections and minimize Building A down time. Quantity of splices shall be kept to minimum and approved by OC San Electrical Engineering. Tying/splicing of the conductors shall be done with UL Listed or CSA/Us approved splice kits suitable for direct burial and submersible locations. Estimated length of the feeder cable entire run is 1200'. Final location of the new cable tying/splicing (if any) and cable replacement actual length will be finalized during the Project execution after review of the Contractor's electrical test report on the existing conductors. All work to deenergize existing pull boxes and manholes shall be coordinated with OC San. The Contractor shall inspect the internal surfaces and joints off all ducts and conduit paths being affected by feeder circuits repair and replacement in order to reveal possible defects that may have contributed to wire insulation damage resulting in failure. 4.2 Inspection Report and Post-Inspection Inspection Report and Post-Inspection Meeting with OC San Staff: Upon completion of the inspection process, the Contractor shall provide a hardcopy written report documenting inspection findings in detail and shall subsequently meet with OC San Maintenance staff to review the report. 4.3 Safety Submit Equipment and Procedures: The Contractor shall submit confined space training certifications and entry procedures for manholes entry prior to work execution. The Contractor will be responsible for all aspects of health and safety on the worksite, as required under the provisions of General Conditions Attachment B, and OC San Safety Standards, and of California and Federal OSHA. The following items represent some of the documents and procedures required of the Contractor during the course of the work: A. Job Site Safety Analysis (JSSA) and Job Hazard Analysis (JHA): These two assessments must be completed prior to the beginning of the work to identify hazards at the work location. EXHIBIT A Page 3 of 5 Specification No. S-2021-1261 BD B. Any other documents that are required by OC San during its safety evaluation and review as described herein or by regulatory agencies shall be provided by the Contractor. C. The Contractor shall barricade and make safe the work area in order to prevent egress by unauthorized personnel. The Contractor shall provide proper personal protective equipment including safety goggles for Contractor's workers and subcontractors during all stages of the work. 4.4 Submittals A. Work Plan B. Construction Schedule C. Specification Section 16120 "Conductors and Cables: 1. Conductor Technical Data for OC San approval prior to installation 2. Conductor Splice Kit Technical Data for OC San approval prior to installation. 4.5 Equipment Removal Not Used. 4.6 Equipment Installation Not Used 4.7 Material Requirements Refer to attached Specification Section 16120 "Conductors and Cables". 4.8 Permits/Licenses None 4.9 Commissioning Refer to attached Specification Section 16080 Electrical Testing and 16120 Conductors and Cables. 4.10 Deliverables/As Built Drawings/Manufacturer's Documentation A. Conduit/Duct Inspection Report B. Electrical Insulation Tests of existing conductors (as found). C. Electrical Insulation Tests of newly installed conductors D. Electrical Insulation Tests of complete repaired feeder circuit (as installed) 4.11 Training Not used. 5 Resources Available • Laydown and Staging Area • Temporary Power and Utilities — Including Water • Use of Restroom Facilities 6 Project Schedule The Contractor shall complete the project within 70 calendar days from the date of Notice to Proceed. EXHIBIT A Page 4 of 5 Specification No. S-2021-1261 BD Milestones/Timeline Deadline Review Period Cumulative (Weeks from Kick- (Weeks) Weeks Off/NTP) Kick-Off Meeting (NTP) - 0 0 Submittal of Schedule 1 1 2 Submittals 2 1 3 Final Completion of 10 0 10 Work 7 Project Management 7.1 Project Kick-Off Meeting A. A minimum of one week prior to start of work, a meeting with OC San staff shall be held to establish appropriate contacts and review the Contractor's plan to implement this work. B. Conferences shall be held on an on-call basis with OC San staff to keep OC San apprised of the job, review work in progress, and receive comments. Conferences may be held virtually or at OC San's offices. All notes and decision items shall be captured by the Contractor and reported in electronic format. The formal agenda shall be submitted with the previous meeting notes at least one week prior to each meeting. At a minimum, progress meetings will be held once a week though-out the duration of the project. 8 Staff Assistance The Contractor will be assigned a single point of contact on this project. Any meetings and/or correspondence related to this project shall be scheduled and approved by the Project Manager. EXHIBIT A Page 5 of 5 Specification No. S-2021-1261 BD Administration Building OPERATIONS COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1895 Agenda Date: 10/27/2021 Agenda Item No: 7. FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1, PROJECT NO. FE19-04 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Receive and file Bid Tabulation and Recommendation for Sunflower Pump Replacement at Plant No. 1, Project No. FE 19-04; B. Award a Construction Contract to GSE Construction Company Inc. for Sunflower Pump Replacement at Plant No. 1, Project No. FE19-04, for a total amount not to exceed $2,123,200; and C. Approve a contingency of $212,320 (10%). The Sunflower Pump Station transfers flows into the Headworks from the deepest of the trunk sewers feeding Plant No. 1. The pump station uses two 40-million gallon per day screw pumps to lift flow from the Sunflower Trunk into Plant No. 1. The screws for those pumps are approximately 32 feet long, have a 9-foot diameter, and are driven through a large gearbox to reduce the speed of the 150- horsepower motor down to 28 revolutions per minute. These pumps are subject to erosion of the screws, corrosion from the sewer gas, and wear and tear on bearings submerged in wastewater. The pump station is in the same area where the $222 million Headworks Rehabilitation at Plant No. 1, Project No. P1-105, is currently in construction. RELEVANT STANDARDS • Comply with California Public Contract Code Section 20103.8, award construction contract to lowest responsive, responsible bidder • Maintain a proactive asset management program PROBLEM Due to age, condition, and recent failures, both Sunflower pumps and pump components at the station are near the end of their useful life. One of two pumps in particular needs immediate Orange County Sanitation District Page 1 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1895 Agenda Date: 10/27/2021 Agenda Item No: 7. replacement, while the other pump can delay replacement for a few more years. Replacement of the pumps must occur during the dry season because both pumps are needed during high flow events in the winter. Only one pump can be replaced at a time, and replacement of one pump takes most of the six-month dry season. PROPOSED SOLUTION Award a construction contract for Sunflower Pump Replacement at Plant No. 1, Project No. FE19-04. This project will replace one of the two pumps and associated equipment. The second pump will be replaced later because replacing it on this contract would impact Headworks Rehabilitation at Plant No. 1, Project No. P1-105, which will be working in the same area. TIMING CONCERNS Awarding this contract now is important to allow the pump replacement to be completed before the 2023-2024 wet season. RAMIFICATIONS OF NOT TAKING ACTION One of the pumps could fail during peak wet weather flows, which could result in a spill. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Orange County Sanitation District (OC San) advertised Project No. FE19-04 for bids on May 26, 2021, and eight on-line bids were received on July 15, 2021. A summary of the bid opening follows: Engineer's Estimate $2,700,000 Bidder Amount of Bid GSE Construction Company Inc. $2,123,200 Tharsos Inc. $2,151,000 PCL Construction, Inc. $2,306,448 Kiewit Infrastructure West Co. $2,365,000 Shimmick Construction Inc. $2,559,000 Orion Construction Corporation $2,647,000 Mehta Mechanical Company Inc. $2,954,000 Abhe & Svoboda Inc. $3,241,679 The bids were evaluated in accordance with OC San's policies and procedures. A notice was sent to all bidders on September 8, 2021, informing them of the intent of OC San staff to recommend award of the Construction Contract to GSE Construction Company Inc. Orange County Sanitation District Page 2 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1895 Agenda Date: 10/27/2021 Agenda Item No: 7. Staff recommends awarding a Construction Contract to the lowest responsive and responsible bidder, GSE Construction Company Inc., for a total amount not to exceed $2,123,200. CEQA The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations Section 15301. A Notice of Exemption will be filed with the OC Clerk-Recorder after OC San's Board of Directors' approval of the construction contract. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San's Purchasing Ordinance. This item has been budgeted (Budget Update, Fiscal Year 2021-2022, Appendix A, Page A-8, Small Construction Projects Program, Project No. M-FE) and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Construction Contract • Presentation SS:dm:gc Orange County Sanitation District Page 3 of 3 Printed on 10/20/2021 powered by LegistarT" PART A CONTRACT AGREEMENT C-CA-103020 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS.................................................................1 SECTION -2 MATERIALS AND LABOR................................................................4 SECTION - 3 PROJECT ........................................................................................4 SECTION -4 PLANS AND SPECIFICATIONS.......................................................5 SECTION - 5 TIME OF COMMENCEMENT AND COMPLETION..........................5 SECTION -6 TIME IS OF THE ESSENCE ............................................................5 SECTION - 7 EXCUSABLE DELAYS.....................................................................6 SECTION -8 EXTRA WORK.................................................................................6 SECTION -9 CHANGES IN PROJECT..................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS.............................................................................................9 SECTION - 13 COMPLETION................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS...........................................................................12 SECTION - 16 INSURANCE ..................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION......................................................21 SECTION - 18 TERMINATION...............................................................................21 SECTION - 19 WARRANTY...................................................................................21 SECTION - 20 ASSIGNMENT................................................................................22 SECTION - 21 RESOLUTION OF DISPUTES........................................................22 SECTION - 22 SAFETY & HEALTH.......................................................................23 SECTION - 23 NOTICES .......................................................................................23 C-CA-103020 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 THIS AGREEMENT is made and entered into, to be effective, this October 27, 2021, by and between GSE Construction Company, Inc., hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION — 1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions — Definitions. C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 1 of 24 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements —the last in time being the first in precedence b. Addenda issued prior to the date for submittal of Bids —the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document i. Plans and Specifications— in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR's Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 2 of 24 shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 3 of 24 In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION —2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION — 3 PROJECT The Project is described as: PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 4 of 24 SECTION —4 PLANS AND SPECIFICATIONS The Work to be done is shown in a set of Plans and Specifications entitled: PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within seven hundred sixty (760) calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes five (5) calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION — 6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 5 of 24 and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION — 7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, "Extension of Time for Delay", and the General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION — 8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 6 of 24 SECTION —9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION — 10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Two Million One Hundred Twenty-Three Thousand and Two Hundred Dollars ($2,123,200) as itemized on the Attached Exhibit "A". Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 7 of 24 not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four (4) week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work— General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 8 of 24 B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount" for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions —"Retained Funds; Substitution of Securities." SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions — "Retained Funds; Substitution of Securities." C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 9 of 24 SECTION — 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION — 14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 10 of 24 agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00) for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 11 of 24 required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration; Record of Wages; Inspection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). SECTION — 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel — one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 12 of 24 Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION — 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 13 of 24 CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or "OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 14 of 24 all its insurance coverages (except for Professional Liability/Errors and Omissions coverages, if applicable) related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. A. Limits of Insurance 1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury and property damage. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least per occurrence and a general aggregate limit of Five Million Dollars ($5,000,000) which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty (CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. If aggregate limits apply separately to this contract (as evidenced by submission C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 15 of 24 of ISO form CG 25 03 or CG 25 04), then the aggregate limit may be equivalent to the per occurrence limit. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 16 of 24 Either (1) a combined single limit of One Million Dollars ($1,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) per person for bodily injury, per accident for bodily injury, and per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable to OCSD. 5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such self-insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 17 of 24 guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10) days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 18 of 24 twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s) will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 19 of 24 OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured" on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 20 of 24 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION — 17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION — 18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION — 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 21 of 24 The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion" that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of (1) the remainder of the original one-year warranty period; or (2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION —20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION —21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 22 of 24 arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION —22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B Contractor Safety Standards. SECTION —23 NOTICES Any notice required or permitted under this Contract shall be sent by certified mail, return receipt requested, at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: GSE Construction Company, Inc. 7633 Southfront Road, Suite 160 Livermore, CA 94551 Copy to: Dennis Gutierrez, President GSE Construction Company, Inc. 7633 Southfront Road, Suite 160 Livermore, CA 94551 C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 23 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: GSE Construction Company, Inc. 7633 Southfront Road, Suite 160 Livermore, CA 94551 By Printed Name Its CONTRACTOR's State License No. 401498 (Expiration Date — 03/31/2023) OCSD: Orange County Sanitation District By John B. Withers Board Chairman By Kelly A. Lore Clerk of the Board By Ruth Zintzun Purchasing & Contracts Manager C-CA-103020 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 24 of 24 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION ...........................................................................1 EXA-2 PROGRESS PAYMENTS.................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS.......................................................1 EXA-4 STOP PAYMENT NOTICE ...............................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS...............................................................3 EXA-6 PAYMENT OF TAXES......................................................................................3 EXA-7 FINAL PAYMENT .............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT....5 ATTACHMENT 1 - CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2 - SCHEDULE OF PRICES..................................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement— Section 11 — "Contract Price and Method of Payment;" 2. General Conditions—"Payment— General"; 3. General Conditions—"Payment—Applications for Payment"; 4. General Conditions—"Payment— Mobilization Payment Requirements;" 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions— "Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions — "Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR'S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 4 of 8 acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138) within thirty (30) days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 5 of 8 2. The previously accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 6 of 8 ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 7 of 8 ATTACHMENT 2 — SCHEDULE OF PRICES See next pages for Bid Submittal Forms: GSE Construction Company, Inc. BF-14 SCHEDULE OF PRICES, Pages 1 -2 C-EXA-080414 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 CONFORMED Page 8 of 8 Bid Submitted By: GSE Construction Company, Inc. (Name of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work, whether they be more or less than those shown. CONTRACTOR's compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit overhead etc unless otherwise specified in the Contract Documents. All applicable sales taxes state and/or federal and any other special taxes patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Contract Documents. BF-14 SCHEDULE OF PRICES C-BF-010521 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 Page 1 of 2 Bid Submitted By: GSE Construction Company, Inc. (Name of Firm) EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS (Refer to Note 1 in the Instructions): Item Description Unit of Extended Price No. Measurement 1. Mobilization: Mobilization, initial progress payment for all fees, labor, materials and equipment required for mobilization, staging area, and surety bonds, and Lump Sum $ 100,000 other acitivities in conformance with the Contract Documents, for a fixed amount of: 2. Completion of Work: Furnish all labor, materials and equipment necessary for the completion of the Contract Work, except for the Work specified for Bid Lump Sum $ $2,023,200 Item 1, in conformance with the Contract Documents, for a lump sum price of: TOTAL AMOUNT OF BID (BASIS OF AWARD) $ $2,123,200 BF-14 SCHEDULE OF PRICES C-BF-010521 PROJECT NO. FE19-04 SUNFLOWER PUMP REPLACEMENT AT PLANT NO. 1 Page 2 of 2 • 1 1 Sunflower • Replacement Plant • Project • 0I Construction Contract Award Presented by: Kathy Millea Director of Engineering ,k Operations A Committee R a October 6,2021 OC SAN ORANGE COUNTY SANITATION DISTRICT Site Vicinity - - - - - F, f <E i i r i • 1 1 Archimedes Screw Pump r us..'k. Sunflower Pump Station Scope of Work Overview Replace Electrical and Instrumentation Replace Gearbox Assembly ' Replace Archimedes Screw ary yrI Replace Upper and Lower Bearing and Foundations 9/30/2021 Screw Pump 9ft I 5 • Results • • - Amount of Bid Engineer's Estimate $2,700,000 GSE Construction Company Inc. $2,123,000 Tharsos Inc. $2,151,000 PCL Construction Inc. $2,306,448 Kiewit Infrastructure West Co. $2,365,000 Shimmick Construction Inc. $2,559,000 Orion Construction Corporation $2,647,000 Mehta Mechanical Company Inc. $2,954,000 Abhe & Svoboda Inc. $3,241,679 6 3 9/30/2021 Recommendation Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Sunflower Pump Replacement at Plant No. 1, Project No. FE19-04; B. Award a Construction Contract to GSE Construction Company Inc. for Sunflower Pump Replacement at Plant No. 1, Project No. FE19-04, for a total amount not to exceed $2,123,200; and C. Approve a contingency of $212,320 (10%). Questions g 4 Administration Building OPERATIONS COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1896 Agenda Date: 10/27/2021 Agenda Item No: 8. FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: NEWHOPE-PLACENTIA TRUNK REPLACEMENT, SEGMENT B, PROJECT NO. 2-72B GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve a contingency increase of $1,164,840 (2%) to the Construction Contract with Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Project Nos. 2-72B and 2-72C, for a total construction contingency of $6,989,040 (12%). BACKGROUND The upper reaches of the Newhope-Placentia Trunk Sewer carry flows from the cities of Brea, Fullerton, Placentia, and Anaheim to Plant No. 1 for reclamation. The Newhope-Placentia Trunk Replacement, Project No. 2-72, increases the capacity of the trunk sewer to satisfy current and future flows, allows abandonment under a subsequent project of the Yorba Linda Pump Station, and adds flexibility to the collections system to divert reclaimable flows to Plant No. 1 . In May 2018, a Construction Contract was awarded to Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Project Nos. 2-72B and 2-72C. The contract replaces four miles of pipeline within sensitive areas along State College Boulevard, including Anaheim's Platinum Triangle, and business and residential areas. The work includes traffic control sequencing, deep excavations, multiple shifts, sewer bypassing, pipeline abandonment, four trenchless jack and bore crossings through major arterial streets and railroads, and sewer pipe crack repair work on the Rolling Hills Sub -Trunk. The pipeline work is complete with the paving and restoration work scheduled to be complete by the end of September. Only pavement striping and punch-list work will remain outstanding to be completed at the beginning of October. At the time of award, the work was scheduled to be complete in February 2021, however, due to construction delays, it is expected to be substantially complete in October 2021. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Maintain a proactive asset management program • Achieve less than 2.1 sewer spills per 100 miles Orange County Sanitation District Page 1 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1896 Agenda Date: 10/27/2021 Agenda Item No: 8. PROBLEM Unforeseen conditions encountered during construction have resulted in higher than expected contract changes. The approved Construction Contract contingency is not estimated to be sufficient to complete the project. PROPOSED SOLUTION Approve a contingency increase of $1,164,840 (2%) to the Construction Contract for a total contingency of $6,989,040 (12%). This increase will cover additional costs incurred during construction work and provide funds for additional construction-related risks. TIMING CONCERNS Additional contingency funds are required to resolve construction changes associated with completing the work. Physical work is 98% complete and staff is finalizing costs with the Contractor such that Substantial Completion can be achieved. Project closeout will require resolution of open change orders. RAMIFICATIONS OF NOT TAKING ACTION If the Contract contingency is not increased, the Orange County Sanitation District (OC San) will not be able to resolve construction changes with the Contractor, which would delay project closeout and could potentially increase business risk to OC San, as well as potentially stopping remaining punch list work, street restoration, and demobilization. The project will be delayed and impacts to the public roadway will be prolonged due to remaining construction work not being completed. PRIOR COMMITTEE/BOARD ACTIONS April 2021 - Approved a contingency increase of $2,038,470 (3.5%) to the construction contract with Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Project Nos. 2-72B and 2- 72C for a total construction contingency of $5,824,200 (10%). May 2018 - Awarded a construction contract with Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C, for a total amount not to exceed $58,242,000, and approved a contingency of$3,785,730 (6.50%). ADDITIONAL INFORMATION In April 2021, staff presented an item to increase contingency on this project to complete the construction work and settle all known undisputed items. Over the last six months, there have been a significant number of contract changes in the last phase of construction. These were primarily due to unknown conditions impacting the City of Anaheim waterline relocations and lateral installations, including additional costs for sewer bypass pumping. Additionally, staff settled a disputed landscape restoration item, and granted a compensable time extension for unknown conditions to mitigate Contractor claims exposure. These items were not included as part of the contingency forecast presented to the Board of Directors in April 2021. Orange County Sanitation District Page 2 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1896 Agenda Date: 10/27/2021 Agenda Item No: 8. With the work nearly complete, this requested contingency increase will be sufficient to resolve the remaining known and undisputed construction changes, however staff is also continuing to participate in a formal dispute resolution process provided in the Public Contract Code to resolve the Contractor's change requests and claims that staff has not found to be justified. Depending on the outcome of this process, additional contingency may be needed in the future to settle disputes and claims. CEQA The project is included in the Addendum to the "1999 OCSD Strategic Plan" Program Environmental Impact Report, State Clearinghouse No. 2006101018. FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San's Purchasing Ordinance. This item has been budgeted (Adopted Budget, Fiscal Years 2020-2021 and 2021-22, Section 8, Page 19, Newhope- Placentia Trunk Replacement, Project No. 2-72) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 04/21/2018 $58,242,000 $3,785,730 (6.5%) 04/28/2021 $2,038,470 (3.5%) 10/27/2021 $1,164,840 (2%) ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Presentation AL:DF:dm:gc Orange County Sanitation District Page 3 of 3 Printed on 10/20/2021 powered by LegistarTM 9/29/2021 NEWHOPE PLACENTIA TRUNK SEWER REPLACEMENT, SEGMENT B and C, PROJECT NO. 2-72B & 2-72C Construction Contract Contingency 1 Newh • • Demolish Fullerton I Yorba Linda Rolling Hills Pump Station (Future Project) Sub-Trunk Contract Fullerton 2-72C Contract 2-65 Grade Separation Fullerton&Anaheim (Complete) Contract 2-72A (2+miles) (Complete) Anaheirn CD Anaheim rD 65 Contract 2-72B Disne land 2 2 1 9/29/2021 Project Details Reclaim 8 mgd for GWRS • Approx. 4 miles of pipe • Work for City of Anaheim — Waterline replacements 0. rD — Misc. sewer upgrades M W — Transfer 2 miles of existing Q line for City use • Tie-in to 2-72A Project • Rolling Hills Sub-Trunk Sewer Rehabilitation 3 a• 4 4 2 9/29/2021 PHI t 5 5 ' I s r ^' 1 k 6 3 9/29/2021 Schedule Actual Forecasted Description Date Platinum Triangle Mar 2019 July 2020 Substantial Completion: Field work complete Dec 2020 Oct 2021 Final Completion: Punchlist and closeout Feb 2021 Dec 2021 • Ten months behind schedule • Schedule impacts due to: -'Unknown conditions(utilities and pavement restoration) -'Traffic control and work hour changes ✓Contractor productivity 7 Current Project Status • Currently 98% complete • Remaining field - work ✓Striping - ✓Punchlist • Paving -- collaboration with City 8 s 4 9/29/2021 Authorized Change Changes since April 2021 Unknown Utility Conflicts&Bypassing Costs $ 645,900 Resolution of Disputed Landscape Item $ 442,000 Time Extension and Associated Costs $ 427,200 TOTAL $1,515,200 T 't( 9 Type ofChange Orders • Date Type of Change . Unknown Utility Conflicts&Bypassing Costs $ 1,598,100 City Inspection Fees&Waterline Changes $879,100 Design Modifications $413,500 Paving Changes $859,000 Unforeseen Obstructions&Existing Utility Repairs $648,400 Traffic Control Changes&Work Resequencing $378,300 Resolution of Disputed Landscape Item $442,000 Time Extension and Associated Costs $427,200 TOTAL $5,645,600 10 5 9/29/2021 Contingency Increase Request Additional Contingency Requirements_ Undisputed Changes Pending Negotiation $1,343,470 2.3% Remaining Contingency $ 178,630 0.3% Forecasted Contingency Need $1,164,840 2.0% 11 Contingency Increase Request Additional Contingency Requirements — Undisputed Changes Pending Negotiation $1,343,470 2.3% Remaining Contingent 178 630 0.30 Forecasted Contingency Need $1,164,840 2-0° Contract Status Original Contract $58,242,000 Approved Contingency Amount $ 5,824,200 10% Forecasted Contingency Need $ 1,164,840 2% Total Contingency Requested $ 6,989,040 12% 12 6 9/29/2021 • Project budget is $112,000,000 • Budget is sufficient for this action • Approximately $2.8M Project reimbursement from City of Anaheim Budget • Dispute resolution process ongoing related to Contractor Requests -'Disputed work ✓Delays and associated costs 13 Recommendation Recommend to the Board of Directors to: Approve a contingency increase of $1,164,840 (2%) to the Construction Contract with Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C, for a total construction contingency of $6,989,040 (12%). 14 7 9/29/2021 Questions? �I a �5 15 8 Administration Building ADMINISTRATION COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1913 Agenda Date: 10/27/2021 Agenda Item No: 9. FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: MAXIMO MOBILE SOLUTION FOR WAREHOUSE GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve a Professional Services Agreement to Total Resource Management, Inc. to provide a Maximo Mobile Solution, Specification No. CS-2021-125713D, for a total amount not to exceed $174,722-1 and B. Approve a contingency of $26,208 (15%). BACKGROUND The Orange County Sanitation District (OC San) desires to implement a mobile solution for Maximo Warehouse and Inventory Applications. The solution as specified will be capable of providing warehouse and inventory functionality on a mobile device, with software that works seamlessly with existing business rules and logic written using Total Resource Management Rules Manager. Total Resource Management, Inc. (TRM) was selected in accordance with OC San's Request for Proposal (RFP) process. The software for the mobile solution is provided to TRM by a third party, InterPro Solutions. Therefore, in consultation with OC San's General Counsel, a three-party Software Subscription Agreement between TRM, InterPro Solutions, and OC San is included as part of the TRM's Professional Services Agreement. Once TRM completes mobile solution integration, the Software Subscription Agreement will continue between OC San and InterPro Solutions. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Protect OC San assets • Maintain a proactive asset management program Orange County Sanitation District Page 1 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1913 Agenda Date: 10/27/2021 Agenda Item No: 9. PROBLEM OC San's current warehouse processes lack mobile capability to document the tasks performed, resulting in the following inefficiencies: - Inconsistent and inefficient documentation of packing slips upon receiving - Inefficient documentation of item images - Inability to get electronic signature acknowledgment on material delivery - Inefficient and time-consuming cycle counting process - Resource inefficiencies In addition, the proposed plan for eliminating the physical Plant No. 2 warehouse and replacing it with a remote warehouse will exaggerate these inefficiencies without a proper mobile solution. PROPOSED SOLUTION Procure and implement the EZMAX Mobile software proposed by TRM. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION OC San will be unable to improve or eliminate inefficiencies in warehouse processes which will be exaggerated with the future elimination of the warehouse at Plant No. 2. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION On July 1, 2021, OC San issued an RFP for a Maximo Mobile Solution for warehouse applications. The following evaluation criteria were described in the RFP and used to determine the most qualified firm. CRITERION WEIGHT 1. Qualifications & Experience of Firm 20% 2. Proposed Staffing & Project Organization 20% 3. Work Plan 30% 4. Presentation 10% 5. Cost 20% The RFP closed on August 4, 2021. OC San received responses from three vendors. The RFP evaluation team consisted of the Purchasing Supervisor, a Data Mgmt. Tech I, a Principal Info Tech Analyst, and a Senior Info Tech Analyst. This RFP used the individual scoring method. The Orange County Sanitation District Page 2 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1913 Agenda Date: 10/27/2021 Agenda Item No: 9. evaluation team reviewed and scored the proposals based upon the criteria 1, 2, and 3. As one firm had the high score in each of the first three categories, presentations and opening of cost submissions were deemed not necessary, bringing the max score possible to 70%. Rank Proposer Criterion 1 Criterion 2 (Max Criterion 3 (Max Subtotal Score (Max 20%) 20%) 30%) (Max 70%) 1 Total Resource 19% 18% 27% 64% Management, Inc. 2 Sedin Technologies, Inc. 16% 15% 23% 54% 3 13Di, Inc. 12% 12% 15% 39% Based on these results, staff recommends awarding the Agreement to Total Resource Management, Inc. The term of this Agreement will begin upon effective date of Notice to Proceed. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San's Purchasing Ordinance. This item has been budgeted in the FY2020-21 & 2021-22 Budget, EAM Software & Process Implementation SP-100 (Section 8, Page 83). Date of Approval Contract Amount Contingency 10/27/2021 $174,722 $26,208 (15%) ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Professional Services Agreement • InterPro Solutions Subscription Agreement Orange County Sanitation District Page 3 of 3 Printed on 10/20/2021 powered by LegistarTM PROFESSIONAL SERVICES AGREEMENT Maximo Mobile Solution Specification No. CS-2021-1257BD THIS AGREEMENT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OC San") and Total Resource Management, Inc. (TRM) with a principal place of business at 5695 King Centre Drive, Suite 200 Alexandria, VA 223154 (hereinafter referred to as "Consultant") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on Consultant's expertise and experience, OC San desires to temporarily engage Consultant to provide Maximo Mobile Solution "Services" as described in Exhibit "A"; and WHEREAS, Consultant submitted its Proposal, dated August 4, 2021; and WHEREAS, on October 27, 2021, the Board of Directors, by minute order, authorized execution of this Agreement between OC San and Consultant; and WHEREAS, OC San has chosen Consultant to conduct Services in accordance with Ordinance No. OC SAN-56; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Definitions 1.1. As-Built Documentation. The term "As-Built Documentation" means the Baseline Documentation plus the Documentation for any Configuration Changes and Customization Modifications. All "As-Built Documentation" shall supplement and not conflict with the terms of this Agreement. In the event of a conflict, the terms of this Agreement shall prevail. 1.2. Configuration Changes. The term "Configuration Changes" is defined as any modification or changes other than a Custom Modification. 1.3. Consultant Application Software. The term "Consultant Application Software" is defined as any Software owned or sublicensed, installed and/or configured by Consultant as a component of the Services provided, whether in machine readable or printed form, including, but not limited to any applications, modules, subsystems, Interfaces, Configuration Changes, Custom Modifications, Updates and Documentation. 1.4. Custom Modification. The term "Custom Modification" is defined as a modification of the Consultant Application Software Source Code or data base structure, which provides new or improved functions or features to address specific requirements of this Agreement. 1.5. Defect. The term "Defect" is defined as any error, failure, deficiency, or any other unacceptable variance or failure of the System or any component thereof to fully conform to the warranties and requirements described in this Agreement. With respect to the Consultant Application Orange County Sanitation District 1 of 19 Specification No. CS-2021-1257BD Revision 063021 Software, the term "Defect" is defined as any error, failure, or deficiency or any other unacceptable variance from any required, specified, or expected program behaviors as may be required by OC San or necessary for the Consultant Application Software to operate correctly and in full compliance with the terms of this Agreement. This includes expected program behaviors as described in any Consultant Application Software Documentation. In the event of a conflict between this Agreement and documentation provided by Consultant to OC San, the terms and conditions of this Agreement shall prevail. 1.6. Documentation. The term "Documentation" is defined as all written, electronic, or recorded works including all "As-Built Documentation" that describe the uses, features, functional capabilities, performance standards, and reliability standards of the System, or any subsystem, component, or Interface, and that are published or provided to OC San by Consultant or its subcontractors, including, without limitation, all end user and System administrator manuals, help files, training aids and manuals, training and support guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 1.7. Final System Acceptance. The term "Final System Acceptance" shall be defined as that date on which all Services under Section Titled "Project Scope and Deliverable"of Exhibit"A" Scope of Work have been successfully completed by Consultant and accepted by OC San. 1.8. Fix Pack. The term "Fix Pack" is defined as a formal release of programming code and Documentation that provides corrections to any Consultant Application Software programs including, but not limited to, bug fixes, error corrections and patches. 1.9. Functional, Performance and Reliability Specifications and Requirements. The term "Functional, Performance and Reliability Specifications and Requirements" is defined as all definitions, descriptions, requirements, criteria,warranties, and performance standards relating to the System set forth in: (a) this Agreement; (b) any mutually agreed upon Amendment; and (c)any functional and/or technical specifications which are published or provided by Consultant or its licensors or suppliers from time to time with respect to the System or any Products. 1.10. Interfaces. The term "Interfaces" is defined as one or more of the specialized software applications developed or sublicensed by Consultant and installed as a part of the Project for the purpose of sharing information (data) between Consultant and/or Consultant Application Software and any other software program or device. Functional requirements for each Interface to be included as a part of the System are provided Exhibit "A", Scope of Work. 1.11. Products. The term "Products" is defined as all Software listed in the "Exhibit "A" Scope of Work. 1.12. Project. The term "Project" is defined as the totality of Consultant's obligation under this Agreement to develop, supply, install, configure, test, implement and maintain the System. 1.13. Services. The term "Services" is defined as the implementation, development, training, configuration, loading, testing, project management and other services to be provided by Consultant under this Agreement, including, without limitation, the tasks detailed in Exhibit"A", Scope of Work. 1.14. Software. The term "Software" includes the following components provided and licensed by Consultant under this Agreement: (a) Consultant Application Software; (b) Third-Party Software; (c) Custom Modifications and (d) Interfaces. Orange County Sanitation District 2 of 19 Specification No. CS-2021-1257BD Revision 063021 1.15. System. The term "System" is defined as the collective whole of all Products and Services to be purchased, developed, licensed, supplied, installed, configured, tested and implemented by Consultant under this Agreement. 1.16. System Administrator Documentation. Is defined as that portion of the Documentation addressing the operation and maintenance functions of the System. 1.17. Third-Party Software. The term "Third-Party Software" is defined as any Software to be supplied under this Agreement that is purchased or licensed directly from any source external to Consultant for use with or integration into the System. 1.18. Updates. The term "Updates" is defined as modifications, improvements, additions, and corrections to the Products and/or related Documentation, including functional and/or product enhancements, bug fixes, patches, new releases, new versions, and replacement modules or products that Consultant makes generally available to its customers with or without an additional fee. 1.19. Go-Live Support. The term "Go-live Support" is as described in "Exhibit "A" Scope of Work. 1.20. Work Product. The term "Work Product" is defined as the Products and Services and all other programs, algorithms, reports, information, designs, plans and other items developed by Consultant under this Agreement, including all partial, intermediate or preliminary versions thereof. 2. Miscellaneous 2.1. Access to Premises. OC San shall provide Consultant with reasonable and timely access to the sites and personnel necessary for Consultant to perform its obligations under this Agreement. OC San shall allow Consultant personnel reasonable access to OC San site and facilities (telephone, facsimile, parking, etc.) during normal business hours and at other reasonable times as requested by Consultant and pre-approved by OC San. The assistance or presence of OC San's personnel will not relieve Consultant of any responsibilities under this Agreement. 2.2. Amendments. No amendment or modification to this Agreement is valid unless it is contained in a writing signed by both Parties. 2.3. Approvals in Writing. All approvals or consents required or contemplated by this Agreement must be in writing to be effective. 2.4. Background Checks and Removal of Personnel. Prior to being allowed to perform any work on this project, all non-OC San personnel assigned to the project may be required to submit to and pass a background check by the Fountain Valley, California Police Department. In addition, OC San shall have the sole and exclusive right to require Consultant to immediately remove any individual from the project for any reason deemed to be in the best interests of OC San. Consultant shall replace any employee removed from the project within ten (10) business days of said removal. 2.5. Compliance with Work Rules. Consultant will ensure that, while they are on OC San premises, Consultant's personnel and subconsultant(s) will comply with OC San's working rules and policies, including OC San's security procedures. Orange County Sanitation District 3 of 19 Specification No. CS-2021-1257BD Revision 063021 2.6. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and assigns. 2.7. Advertising. Consultant shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers without the prior written consent of OC San. 2.8. This Agreement and all Exhibits hereto (called the "Agreement") is made by OC San and Consultant. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Work Exhibit "A". 2.9. Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibit "A" Scope of Work Exhibit "B" Proposal Exhibit "C" Determined Insurance Requirement Form Exhibit "D" Contractor Safety Standards Exhibit "E" Human Resources Policies Exhibit "F" Interpro Solutions Software Subscription Agreement 2.10. In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the Exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 2.11. This Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 2.12. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof. 2.13. Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OC San will not pay for travel time. 2.14. The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 2.15. The term "workday". Workdays are defined as all days that are not Saturday and Sunday, or OC San observed holidays. Meetings with OC San staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OC San work schedules. OC San review periods shall not include OC San observed holidays. 2.16. OC San holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 2.17. Consultant shall provide OC San with all required premiums and/or overtime work at no Orange County Sanitation District 4 of 19 Specification No. CS-2021-1257BD Revision 063021 charge beyond the total amount of the Agreement. 2.18. Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or action incurred or undertaken by Consultant as a result of work performed in anticipation of purchases of said services by OC San. 3. Scope of Work 3.1. Subject to the terms of this Agreement, Consultant shall perform the Services identified in Exhibit "A" Scope of Work. Consultant warrants that all of its Services shall be performed in a competent, professional, and satisfactory manner. 3.2. Modifications to Equipment and Facilities. OC San shall be responsible for making OC San- approved modifications identified in an OC San approved, site analysis report. Thereafter, Consultant will be precluded from asserting that it is unable to perform its obligations under this Agreement because of any pre-existing condition. During implementation, any changes to the system or any costs that may be incurred in order to complete the requirements of this Agreement but were not identified in the site analysis report will be the sole and exclusive responsibility of Consultant. In addition, if the system is unable to meet the functional, performance and reliability specifications and requirements in this Agreement after the identified upgrades and changes have been made, then Consultant will be responsible, at its own expense, for making any further upgrades or changes necessary to achieve this result. 4. Transition Consultant shall work with OC San to ensure a smooth and efficient transition from OC San's current system to the new System and to minimize disruption to current operations, even if it necessitates working late evening, early morning, or weekend hours. Any required disruptions to OC San's operations shall be scheduled in advance and approved by OC San. 5. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OC San at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OC San and Consultant and the Agreement period adjusted accordingly. 6. License 6.1. Grant of License. 6.1.1. Consultant hereby grants to OC San a perpetual, irrevocable, nonexclusive, and nontransferable license under applicable copyrights and/or trade secrets (either site, node locked or per user as specified in Exhibit "A", to use all Consultant application software provided under this Agreement for use by OC San. OC San shall have the right to use all Consultant application software or any portion thereof on any equipment, either locked on a single computer node (as determined by a specific LAN address), as a site license, or concurrently on a number of computer nodes so long as the number of concurrent uses does not exceed the number licensed for the LAN, or on one or more backup computer nodes. 6.1.2. OC San shall have the right to use all Consultant application software as may be necessary in order to operate the system purchased under this Agreement. In addition, OC San shall have the right to use the Consultant application software as necessary to (a)operate the system (b)conduct internal training and testing, and (c) perform disaster recovery, backup, archive and restoration testing and implementation as may be required in OC San's judgment. This license shall apply to all commercially available updates throughout the term of this Agreement. OC San shall have the right to use all Orange County Sanitation District 5 of 19 Specification No. CS-2021-1257BD Revision 063021 Consultant application software licensed under this Agreement on any equipment at any facility and at any location and may make as many copies of the software as it desires to support its authorized use of the software, provided the copies include Consultant's or the third-party owner's copyright or other proprietary notices. 7. Final System Acceptance 7.1. All license rights of third party software shall originate from the manufacturer. All third party software licenses shall be provided to OC San and become effective at the time the product is used by OC San in a live environment. 7.2. The approval of Consultant to use Consultant Application Software and Third Party Software and OC San's use of it shall not constitute a waiver of OC San's right to reject the System, in whole or in part, if the requirements for Final System Acceptance are not met. 7.3. Limitations on License. Except as licensed to OC San, Consultant retains all of its current rights, title, and interest in the Consultant application software, including derivative works, custom modifications, configuration changes and updates. Unless authorized by Consultant or required by law, OC San will not: (1) make available or distribute all or part of the software to any third party by assignment, sublicense or any other means; or (2) disassemble, decompile, or reverse engineer the software, or allow any third party to do so. 7.4. Security. Certain software packages are required to operate in conjunction with a hardware lock device or in conjunction with license administration software and a license authorization key provided by Consultant or its representative. OC San shall take no steps to avoid or defeat the purpose of any required lock device or authorization key. Use of any software package without a required lock device or authorization key shall be unlicensed under this Agreement. 7.5. Restricted Access. OC San shall use every reasonable method to restrict access to the Consultant application software, or documentation related thereto, to persons not authorized to use the Consultant application software under the terms of this Agreement. OC San shall not copy the Consultant application software or documentation except as necessary for use under this Agreement. OC San shall not decrypt, reverse compile or disassemble the Consultant application software. OC San shall not export or re-export the Consultant application software or documentation. Furthermore, OC San shall abide by all applicable Federal and State trademark and copyright laws. 8. Compensation Compensation to be paid by OC San to Consultant for the Services provided under this Agreement shall be a total amount not to exceed Two Hundred Ten Thousand Three Hundred Sixty Dollars ($210,360). 9. California Department of Industrial Relations (DIR)Re_gistration and Record of Wages 9.1. To the extent Consultant's employees and/or subconsultants who will perform work for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 9.2. The Consultant and subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. Orange County Sanitation District 6 of 19 Specification No. CS-2021-1257BD Revision 063021 9.3. Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to OC San and/or general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 9.4. The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 10. Payment and Invoicing 10.1. OC San shall pay, net thirty (30) days, upon receipt and approval, by OC San's Project Manager or designee, of itemized invoices submitted for Milestones completed as follows: • A payment equal to 10% of the total cost upon OC San approval of Milestone #1; o Payment of Section 2—Software, as listed in Exhibit"B" Proposal will be made in its entirety during this milestone. • A payment equal to 40% of the total cost upon OC San approval of Milestone #2; • A payment equal to 10% of the total cost upon OC San approval of Milestone #3; • A payment equal to 10% of the total cost upon OC San approval of Milestone #4; • A payment equal to 20% of the total cost upon OC San approval of Milestone #5 • A payment equal to 10% of the total cost upon OC San approval of Milestone #6 10.2. OC San, at its sole discretion, shall be the determining party as to whether each milestone has been satisfactorily completed. 10.3. Invoices shall be emailed by Consultant to OC San Accounts Payable at APStaff(a)_OCSan.gov and "INVOICE"with the Purchase Order Number and CS-2021-1257BD shall be referenced in the subject line. 11.Audit Rights Consultant agrees that, during the term of this Agreement and for a period of three (3)years after its termination, OC San shall have access to and the right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 12. Commencement and Term The Services to be provided by Consultant under this Agreement shall commence be completed within 180 calendar days from the effective date of the Notice to Proceed. 12.1. Effect on Project Schedule. The time periods and requirements set forth in system acceptance, Exhibit A, will not excuse Consultant from complying with the completion dates set forth in the project schedule. Unless otherwise specified, the completion dates set forth in the project schedule constitute the dates by which Consultant must complete the testing required by this Agreement and achieve final system acceptance of the system installed. 12.2. Deadline for Final System Acceptance. The system must be fully operational and in full productive use and final system acceptance must occur no later than duration established in section 5 Schedule of Exhibit A. 12.3. Exhibit F Maximo Software Subscription Agreement will remain in effect after the completion of Services established in Exhibit A. Orange County Sanitation District 7 of 19 Specification No. CS-2021-1257BD Revision 063021 13. Extensions The term of this Agreement may be extended only by written instrument signed by both Parties. 14. Performance Time is of the essence in the performance of the provisions hereof. 15. Termination 15.1. OC San reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) to the date of termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OC San from any further fee, cost or claim hereunder by Consultant other than for work performed to the date of termination. 15.2. OC San reserves the right to terminate this Agreement immediately upon OC San's determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Agreement. 15.3. OC San may also immediately terminate for default of this Agreement in whole or in part by written notice to Consultant: • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or • if Consultant breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 15.4. All OC San property in the possession or control of Consultant shall be returned by Consultant to OC San on demand, or at the termination of this Agreement, whichever occurs first. In addition, Consultant will deliver to OC San all work product currently in existence and for which payment has been made. 15.5. Upon termination or expiration of this Agreement, Consultant will cooperate with OC San to assist with the orderly transfer of services, functions, and operations provided by Consultant under this Agreement to another provider or to OC San as determined by OC San in its sole discretion. Prior to the termination or expiration of this Agreement, OC San may require Consultant to perform those transition services described below that OC San deems necessary to migrate Consultant's work to another provider or to OC San. Transition services may include, but are not limited to the following: 15.5.1. Pre-Migration 15.5.1.1. Working with OC San to jointly develop a mutually agreed upon transition services plan to facilitate the termination of the Services; 15.5.1.2. Notifying all affected vendors and subconsultants by Consultant; and 15.5.1.3. Freezing all non-critical changes to the system. 15.5.2. Migration and Post-Migration. 15.5.2.1. Performing the transition services plan activities. Orange County Sanitation District 8 of 19 Specification No. CS-2021-1257BD Revision 063021 15.5.2.2. Answering questions regarding the services performed by Consultant or the System on an as-needed basis; 15.5.2.3. Providing such other reasonable services needed to effectuate an orderly transition to a new system. 16. Indemnification and Hold Harmless Provision Consultant shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Consultant's services under this Agreement, or by its subconsultant(s) or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OC San, Consultant shall indemnify, protect, defend and hold harmless OC San, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Consultant's performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Agreement , and/or(c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Consultant or anyone employed by or working under Consultant. To the maximum extent permitted by law, Consultant's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Consultant agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Agreement. 17. Insurance Consultant and all subconsultants shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Determined Insurance Requirement Form, Exhibit "C". Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OC San, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance required of the subconsultant has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 18. Warranty 18.1. System Warranty. Consultant warrants that the System will meet the Functional, Performance and Reliability Specifications and Requirements as defined in this Agreement. As applicable, the System and/or each of its subsystems, components and Interfaces will be capable of operating fully and correctly in conjunction with the System Hardware. Consultant warrants that for the term of this Agreement, the System will perform as described in Exhibit "A" Scope of Work, and in material and workmanship and will remain in good working order. In the event the System does not meet these warranties, Consultant shall provide, at no charge, the necessary software, hardware, and/or services required to attain the levels or standards contained in these warranties. 18.2. Consultant Application Software Warranties. Consultant warrants that it owns or otherwise has the right to license the Consultant application software to OC San and that it possesses all Orange County Sanitation District 9 of 19 Specification No. CS-2021-1257BD Revision 063021 rights and interests necessary to enter into this Agreement. In addition, Consultant warrants that: 18.2.1.All Consultant application software licensed under this Agreement is free of known Defects, viruses, worms and Trojan horses, or otherwise (except for documented security measures such as password expiration functions); 18.2.2. During the term of the Agreement; the Consultant Application Software will meet or exceed the Functional, Performance and Reliability Specifications and Requirements herein; 18.2.3. Consultant Application Software is and will be general release versions that have been fully tested at Consultant's site in accordance with best industry practices, and are not beta or pre-release versions (unless agreed to in writing by OC San); and, 18.2.4. Custom Modifications and Interfaces have been fully tested in accordance with best industry practices and are free of known Defects. Consultant further agrees that during the term of this Agreement, Consultant will provide OC San, if OC San so desires, with any Updates at no additional cost (including any and all costs associated with the installation of those Updates) immediately upon their commercial availability to any other entity. 18.3. Work Quality Warranty. Consultant warrants that all work performed by Consultant and/or its subcontractors under this Agreement will conform to best industry practices and will be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge to do so. 18.4. Regulatory Warranty. Consultant warrants that, for the Term of this Agreement, the System will comply with all processing and reporting requirements for State and Federal laws, and regulations. If the Software requires updating due to a change in a State or Federal law, or regulation, affecting OC San, Consultant will provide these changes per a mutually agreed to schedule at no additional charge to OC San. Notwithstanding this provision, in no event shall Consultant provide said update later than the date required by the State or Federal law or regulation affecting OC San. In the event OC San is notified of a change in State or Federal law or regulations that requires updating the Software, OC San will notify Consultant of that change as soon as reasonably possible. 18.5. Documentation Warranty. Consultant warrants that, for the Term of this Agreement, the Documentation for all licensed Consultant Application Software will be complete and accurate in all material respects. The Documentation will be revised to reflect all Updates and Interfaces provided by Consultant under this Agreement. This includes Documentation on any Custom Modification or Configuration Changes made to the System by Consultant during the installation process. 18.6. Service Warranty. During the term of this Agreement, Consultant warrants that it will remedy any failure, malfunction, Defect or nonconformity in the System, as follows: 18.6.1. Priority One (P1) Defects. For purposes of this Warranty, a P1 Defect includes, but is not limited to, loss of data, data corruption, a System or subsystem abort, any condition where productive use of the System or any component thereof is prohibited and no acceptable workaround is available. Examples of P1 Defects include, but are Orange County Sanitation District 10 of 19 Specification No. CS-2021-1257BD Revision 063021 not limited to: 18.6.1.1. System is down 18.6.1.2. Application, module or Interface is down or non-operational 18.6.1.3. An Interface or application critical to System operation is substantially impaired or problematic 18.6.1.4. Loss of data or data corruption after data has been entered 18.6.1.5. A subsystem or component thereof is non-functional 18.6.1.6. Productive use is prohibited 18.6.1.7. two or more workstations or mobile devices lock up or malfunction intermittently 18.6.1.8. a user cannot log on to the System 18.6.2. Priority Two (P2) Defects. For purposes of this Warranty a P2 Defect includes, but is not limited to, compromise of the primary purpose of the System, subsystem or Interface to an external system. Productive use by the end user is substantially impacted and an acceptable workaround is not available. Examples of P2 Defects include, but are not limited to: 18.6.2.1. a Software function does not work correctly (enter an example, if possible) 18.6.2.2. The user cannot produce a report with correct calculations 18.6.2.3. System, subsystem or an Interface performance is deemed unacceptable per the Functional, Performance, and Reliability Specifications and Requirements. 18.6.2.4. Incorrect cross streets are displayed on a verified address or location 18.6.2.5. Cannot create a scheduled event 18.6.2.6. A single workstation or mobile device locks up or malfunctions intermittently 18.6.3. Priority Three (P3) Defects. For purposes of this Warranty, a P3 Defect includes, but is not limited to, incomplete operation of a System component which impacts productivity of staff but an acceptable workaround is generally available. Examples of P3 Defects include but are not limited to: 18.6.3.1. Single workstation or mobile device locks up intermittently but infrequently 18.6.3.2. Minor deficiencies occur intermittently in any component of the System 18.6.3.3. A mapping function doesn't work but the failure does not interfere with the user's ability to perform required tasks 18.6.3.4. A report does not function or report provides incorrect results 18.6.3.5. An incorrect message is presented in a dialog box 18.6.4. Priority Four (P4) Defects. For purposes of this Warranty, a P4 Defect consists of those problems deemed by OC San to be mainly cosmetic. Examples of P4 Defects include, but are not limited to: 18.6.4.1. A misspelled word in the header of a report or in a help file 18.6.4.2. A minor error in output that does not interfere with the correct outputting of statistics from the system 18.6.4.3. Minor printing errors in a report that does not impede OC San's ability to utilize the report for the required purpose. 18.6.4.4. Minor variances in text where the help file does not match the Documentation 18.6.4.5. Minor variances in text where the Documentation doesn't match the functionality but the System works properly Orange County Sanitation District 11 of 19 Specification No. CS-2021-1257BD Revision 063021 18.6.4.6. A print button doesn't work but the user can still print without opening or closing multiple windows or loosing data or rebooting the System. 18.6.5. Multiple Failures. Any situation involving multiple, contemporaneous failures, regardless of their individual priorities, will be regarded as a Priority One Defect if, in OC San's determination, the situation results in OC San having essentially no productive use of the System or a major subsystem. 18.6.6. Permanent Cure. If OC San accepts a workaround or other temporary cure as the remedy for any reported Defect, Consultant shall provide and install at no cost to OC San a permanent correction or cure and installation support within ten (10) days after the permanent cure becomes available. 18.6.7. Third-party Warranty Coverage. Third-party products are provided with a pass-thru- warranty from the original manufacturer. 19. Key Personnel Personnel, as provided in Exhibit "B", are considered "key" to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OC San. If OC San asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OC San's request. Consultant shall assign only competent personnel to perform Services pursuant to this Agreement. 20. Confidentiality and Non Disclosure 20.1. Consultant acknowledges that in performing the Services hereunder, OC San may have to disclose to Consultant orally and in writing certain confidential information that OC San considers proprietary and has developed at great expense and effort. 20.2. Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OC San's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OC San. 20.3. Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. 20.4. Consultant agrees as follows: • To use the confidential information only for the purposes described herein; to not reproduce the confidential information; to hold in confidence and protect the confidential information from dissemination to and use by anyone not a party to this Agreement; and to not use the confidential information to benefit itself or others. • To restrict access to the confidential information to its subconsultant or personnel of Consultant who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all confidential information in Consultant's possession upon termination of this Agreement or upon OC San's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. Orange County Sanitation District 12 of 19 Specification No. CS-2021-1257BD Revision 063021 20.5. The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 21. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OC San and shall be promptly delivered to OC San upon request of OC San's Project Manager or designee, or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OC San of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OC San's sole risk and without liability to Consultant. Consultant shall ensure that all its subconsultants shall provide for assignment to OC San of any documents or materials prepared by them. 22. Ownership of Intellectual Property 22.1. Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OC San as its sole and exclusive property. 22.2. Consultant agrees to promptly disclose to OC San all such New Developments. Upon OC San's request, Consultant agrees to assist OC San, at OC San's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OC San shall deem necessary to apply for and to assign or convey to OC San, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and confidential information. 22.3. Consultant warrants that Consultant has good title to any New Developments, and the right to assign New Developments to OC San free of any proprietary rights of any other party or any other encumbrance whatever. 22.4. The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by Consultant or its subconsultants in connection with these Services shall be delivered to and shall become the exclusive property of OC San. OC San may utilize these documents for OC San applications on other projects or extensions of this project, at its own risk. 23. Infrin_gement Claims If an infringement claim occurs, Consultant has thirty (30) days after the receipt of OC San's written notice of the claim or the date on which Consultant first becomes aware of the claim, whichever is sooner, to either: (a) procure for OC San the right to continue using the affected Product, Service, subsystem, component or Interface and deliver or provide the Product, Service, subsystem, component, or Interface to OC San; or(b) repair or replace the infringing Product, Service, subsystem, component, or Interface so that it becomes non- infringing, provided the performance of the System or any subsystems, components, or Interfaces is not adversely affected by the replacement or modification. In the event Consultant is unable to comply with either subsection (a) or (b) of this paragraph within thirty (30) days, OC Orange County Sanitation District 13 of 19 Specification No. CS-2021-1257BD Revision 063021 San may terminate this Agreement without any further obligation to Consultant. In the event of termination, in addition to any other legal remedies available to OC San, Consultant will refund OC San within ten (10) days of OC San's notice of termination, the license fees OC San paid to Consultant for the Product, Service, subsystem, component or Interface. If the inability to comply with either subsection (a) or (b) of this paragraph causes the System to fail to meet the Functional, Performance and Reliability Specifications and Requirements or to otherwise become ineffective, Consultant will refund OC San all fees paid to Consultant under this Agreement. 24. No Solicitation of Employees 24.1. Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees whom Consultant became aware of as a result of Consultant's Services to OC San. 24.2. Consultant acknowledges that OC San's employees are critical to its business and OC San expends significant resources to hire, employ, and train employees. Should Consultant employ or otherwise engage OC San's employees during the term of this Agreement and for a period of one (1)year following termination of this Agreement, Consultant will pay OC San fifty percent (50%) of the former employee's most recent annual salary earned at OC San to accurately reflect the reasonable value of OC San's time and costs. This payment is in addition to any other rights and remedies OC San may have at law. 25. Independent Contractor Capacity 25.1. The relationship of Consultant to OC San is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 25.2. Consultant shall act independently and not as an officer or employee of OC San. OC San assumes no liability for Consultant's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Consultant. 25.3. Consultant shall not be considered an agent of OC San for any purpose whatsoever, nor shall Consultant have the right to, and shall not, commit OC San to any agreement, contract or undertaking. Consultant shall not use OC San's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 25.4. Consultant shall not be entitled to any benefits accorded to those individuals listed on OC San's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Consultant shall be responsible for providing, at Consultant's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 25.5. Consultant shall be obligated to pay any and all applicable Federal, State and local payroll and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OC San for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OC San arising out of Consultant's breach of this provision. 25.6. Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OC San's payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OC San misclassified Consultant for tax purposes. Orange County Sanitation District 14 of 19 Specification No. CS-2021-1257BD Revision 063021 26. Licenses, Permits Consultant represents and warrants to OC San that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Consultant. 27. Consultant's Representations In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Consultant agrees to comply with all applicable Federal, State and local laws and regulations. 28. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at Consultant's risk, until written instructions are received from OC San. 29. Right to Review Services, Facilities, and Records 29.1. OC San reserves the right to review any portion of the Services performed by Consultant under this Agreement, and Consultant agrees to cooperate to the fullest extent possible. 29.2. Consultant shall furnish to OC San such reports, statistical data, and other information pertaining to Consultant's Services as shall be reasonably required by OC San to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 29.3. The right of OC San to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 30. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 31. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OC San does not object shall not operate as a waiver of OC San's rights to Orange County Sanitation District 15 of 19 Specification No. CS-2021-1257BD Revision 063021 seek remedies available to it for any subsequent breach. 33. Survival All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement, including, without limitation, the following Sections and Paragraphs: • Payment • License • Audit • Independent Contractor • Warranties • Indemnification • Obligations Upon Expiration or Termination • Transition of Services • Confidentiality and Nondisclosure • Forum for Enforcement 34. Remedies In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OC San rejects the goods or Services or revokes acceptance of the goods or Services, OC San may (1) terminate the Agreement; (2) recover whatever amount of the purchase price OC San has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Consultant. In the event OC San elects to"cover" as described in (3), OC San shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or Services and the Agreement price, together with any incidental or consequential damages. 35. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 36. Environmental Compliance Consultant shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Consultant, its sub-consultants, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 37.Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 38. Dispute Resolution 38.1. In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 38.2. In the event the Parties are unable to timely resolve the dispute through mediation, the issues Orange County Sanitation District 16 of 19 Specification No. CS-2021-1257BD Revision 063021 in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 39. Dama-ge to OC San's Property Any OC San property damaged by Consultant will be subject to repair or replacement by Consultant at no cost to OC San. 40. Contractor Safety Standards and Human Resources Policies OC San requires Consultant and its subconsultants to follow and ensure their employees follow all Federal, State and local regulations as well as Contractor Safety Standards while working at OC San locations. If during the course of the Agreement it is discovered that Contractor Safety Standards do not comply with Federal, State or local regulations, then the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OC San. Consultant and all of its employees and subconsultants, shall adhere to all applicable Contractor Safety Standards attached hereto in Exhibit "D" and the Human Resources Policies in Exhibit "E". 41. Freight (F.O.B. Destination) Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 42.Assignments Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 43. Changes In Control of Consultant 43.1. In the event of a change in Control of Consultant, OC San shall have the option of terminating this Agreement by written notice to Consultant. Consultant shall notify OC San within ten (10) days of the occurrence of a change in Control. As used in this Section, "Control" is defined as the possession, direct or indirect, of either: 43.1.1. the ownership or ability to direct the voting of fifty-one percent (51%) or more of the equity interests, value, or voting power in Consultant; or 43.1.2. the power to direct or cause the direction of the management and policies of Consultant, whether through ownership of voting securities, by contract, or otherwise. 44. Conflict of Interest and Reportin_g 44.1. Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 44.2. Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OC San any question regarding possible conflict of interest which Orange County Sanitation District 17 of 19 Specification No. CS-2021-1257BD Revision 063021 may arise as a result of such change. 45. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OC San and Consultant. 46. Non-Liability of OC San Officers and Employees No officer or employee of OC San shall be personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by OC San or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 47.Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 48. Read and Understood By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 49. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 18 of 19 Specification No. CS-2021-1257BD Revision 063021 50. Notices All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OC San: Heather Park, Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Jason Thrower, Account Manager Total Resource Management Inc. 5695 King Centre Drive, Suite 200 Alexandria, VA 223154 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: John B. Withers Board Chairman Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Ruth Zintzun Purchasing and Contracts Manager TOTAL RESOURCE MANAGEMENT INC. Dated: By: Print Name and Title of Officer CMM:BG: Orange County Sanitation District 19 of 19 Specification No. CS-2021-1257BD Revision 063021 EXHIBIT A SCOPE OF WORK For Maximo Mobile Solution EXHIBIT A Specification No. CS-2021-1257BD EXHIBIT A SCOPE OF WORK Maximo Mobile Solution CS-2021-1257BD The Orange County Sanitation District (OC San) operates the third largest wastewater agency west of the Mississippi River. Since 1954, OC San has safely collected, treated, and disposed of and/or reclaimed the wastewater generated by 2.6 million people living and working in central and northwestern Orange County, California. Each day OC San treats approximately 185 million gallons of wastewater. About 80 percent of the wastewater comes from homes — sinks, toilets, showers, laundry, and dishwashers. The remaining come from businesses— retail stores, restaurants, manufacturers, hotels, offices, and other industries. A professional staff of more than 600 employees manages the day-to-day activities of OC San. OC San's facilities include 587 miles of sewer pipes, located throughout the county, and 2 treatment plants —one in Fountain Valley, CA and the other in Huntington Beach, CA—where wastewater is treated in accordance with strict Federal, State, and local standards. 1 PURPOSE The Orange County Sanitation District is seeking a qualified Consultant to implement a Mobile solution for Maximo Warehouse and Inventory Applications. The software is used for the collection and reporting of instrumentation data from calibration, maintenance and inspection activities performed on equipment used in the plant processes, in accordance with various regulatory requirements and process systems sustainability. 2 SUMMARY OF DESCRIPTION OF GOODS/SERVICES TO BE PROVIDED The software shall be capable of providing warehouse and inventory functionality on a mobile device in both connected and disconnected mode. The software shall work seamlessly with existing business rules and logic written using TRM Rules Manager. The service provided by the Consultant includes but is not limited to project management, implementation, installation, configuration, integration, training, and documentation. The Consultant shall work with OC San staff and its consultant(s) in designing and implementing the integration of the software with the existing Maximo Asset Management software. 3 PROJECT MANAGEMENT SERVICES REQUIRED 3.1 Consultant shall provide project management Services for the duration of the Agreement and is responsible to attend all scheduled project meetings, develop and submit weekly progress reports as outlined by the OC San Project Manager, and serve as the single point of contact for project communications. 3.2 Consultant shall maintain a weekly updated project schedule (including: project milestones, estimated level of effort, and proposed resource requirements) in a format approved by the OC San Project Manager and include this item in status reports to the OC San Project Manager or as otherwise directed by the OC San Project Manager. Consultant will follow the processes/guidelines of the Project Management Body of Knowledge (PMBOK) published by the Project Management Institute. EXHIBIT A Page 1 of 7 CS-2021-1257BD 3.3 Project Management services include but are not limited to the following: 3.1.1 Assign a project manager dedicated directly to this project. A Project Management Professional (PMP) certification is preferred. 3.1.2 Identify and provide a senior level associate familiar with the Scope of Work, to be available to OC San during the duration of the Agreement to resolve project team or implementation issues that cannot be resolved at the project manager's level of authority. 3.1.3 Identify and provide all "key" project members; "key" project members will not be changed during the duration of the Agreement without written approval by the OC San Project Manager. 3.1.4 Provide a formal Project Charter to be jointly developed by the Consultant and OC San project team. OC San will have the final approval on the Project Charter. 3.1.5 Prepare and submit a project communications plan to the OC San Project Manager for approval, in a format consistent with PMBOK. 3.1.6 Prepare and submit a change management plan to the OC San Project Manager for approval, in a format consistent with PMBOK. 3.1.7 Prepare and submit a project schedule and work breakdown structure for the project and each project element to the OC San Project Manager for approval, in a format consistent with PMBOK. 3.1.8 Prepare and submit weekly status reports to the OC San Project Manager for approval, in a format consistent with PMBOK. 3.1.9 Prepare and submit a quality assurance plan to the OC San Project Manager for approval, in a format consistent with PMBOK. 3.1.10 Project Kickoff Meeting — Consultant shall conduct a project kick-off meeting with OC San staff to introduce key members of the Consultant 's team within 2 weeks of the effective date of the Notice To Proceed (NTP). The discussion topics will be established by the OC San Project Manager and may include, but not be limited to: OC San's responsibilities, Consultant's responsibilities, project schedule, communication plan, and project methodology for successful implementation. 3.1.11 Progress Meetings—The Consultant shall meet with OC San as required throughout the duration of the Agreement. Weekly project management meetings with the Consultant will be required. These meetings will be conducted via conference call or WebEx. 3.1.12 OC San Coordination - OC San will coordinate with Consultant during all phases of the project. Coordination will include but not be limited to the following: 3.1.12.1 Assistance from OC San staff or subject matter experts as needed to develop, test, and implement the software. 3.1.12.2 Other assistance as requested by Consultant and approved by the OC San Project Manager to support the project efforts. 3.1.12.3 Access to OC San resources must be planned to ensure OC San staff are able to accomplish their primary task assignments within the organization. Consultant shall coordinate resource requests with the OC San Project Manager at a minimum of 2 weeks in advance of the actual need. Resources are identified but not limited to: OC San staff, OC San computer or network systems, OC San hardware not related to Information Technology systems. EXHIBIT A Page 2 of 7 CS-2021-1257BD 3.1.12.4 On-going coordination with OC San resources shall be managed by the OC San Project Manager. 4 PROJECT SCOPE AND DELIVERABLES 4.1 MILESTONE 1 - Detail Requirements and Design — Consultant shall conduct detailed requirements analysis to clarify Consultant's understanding of OC San's current procedure and process workflow. This includes either on-site or virtual interviews and meetings to review, discuss and document business requirements, existing business rules, existing business practices and the business process currently in effect at OC San. Consultant will conduct meetings with applicable OC San staff and management, discuss and review the results of the interview process and update OC San's business rules, business practices and workflow as may be necessary to adequately prepare for the implementation process. Consultant will include in this process a detailed workflow analysis and prepare flowcharts and diagrams as applicable and necessary for the project. Consultant will work with OC San staff to determine the role base assignment.All final business rules, business processes and workflow documented for planned use in the project shall be prepared in written form including applicable flow charts and subject to the OC San Project Manager's approval prior to completion of the project. Payment for Milestone No. 1 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 1 is contingent upon the assigned OC San Project Manager's acceptance of the final version of the submittal. Payment for Milestone No. 1 will include the following: Milestone 1 Deliverables: • Workflow diagrams and flowcharts • Business practices and process Role based assignment 4.2 MILESTONE 2 - System Implementation, Configuration, and Integration — Consultant shall work with OC San staff and its consultant(s)to implement the selected software. The Software and Services provided shall include, but not be limited to the following: 4.2.1 Ability to work in both connected and disconnected mode 4.2.2 Ability to function with existing business rules and logic implemented using TRM Rules Manager 4.2.3 Ability to support multiple mobile operating systems and device form factors 4.2.4 Ability to support warehouse receiving functionality. The functionality shall include, but not be limited to the following: - Ability to search by Purchase Order number and pull up information related to the Purchase Order - Ability to choose specific item(s) and quantities to receive - Ability to input packing slip/order/delivery number - Ability to view and update item image during receiving - Ability to print the Purchase Order Receiver report - Ability to manually input and view discrepancy information related to a Purchase Order EXHIBIT A Page 3 of 7 CS-2021-1257BD - Ability to void receipts and enter reason for voiding 4.2.5 Ability to support warehouse issues and returns functionality. The functionality shall include, but not be limited to the following: - Ability to search inventory usage records based on but not limited to employee id, workorder number, and record status - Ability to see item number, bin location, and available quantity - Ability to change status of inventory usage record - Ability to view and update item image during issues and returns - Ability to issue all usage lines on status change of usage record to COMPLETE - Ability to manually input information relevant to returns including but not limited to warehouse, workorder number, subledger, item number, lot, and quantity to be returned - Ability to return multiple items under single usage record - Ability to create a new inventory usage record 4.2.6 Ability to support warehouse cycle count functionality. The functionality shall include, but not be limited to the following: - Ability to pull up cycle counts based on existing queries - Ability to sort/filter counts based on criteria including but not limited to bin location and item number - Ability to do blind counts - Ability to input and save physical count - Ability to view and update item image during cycle count - Ability to correct physical count of previous counter - Ability to rectify counts upon completion 4.2.7 Support at least 10 user accounts with groups in multiple facilities. 4.2.8 Consultant must provide support for installation and configuration of the product 4.2.9 Consultant must provide support for integration of the product with existing systems like Maximo 4.2.10 Consultant must provide end user training for at least 10 users, and system administration training for at least 4 users 4.2.11 Consultant must provide project management services for implementation of the software system 4.2.12 Consultant shall work with OC San staff and its consultant(s) to design and implement integration of its software system with Maximo Payment for Milestone No. 2 shall be forty percent(40%) of the not to exceed amount of the Agreement. Payment for Milestone No. 1 is contingent upon the assigned OC San Project Manager's acceptance of the final version of the submittal. Payment for Milestone No. 2 will include the following: EXHIBIT A Page 4 of 7 CS-2021-1257BD Milestone 2 Deliverables: • An Instrumentation Data Management software that is integrated with the existing IBM Maximo Asset Management System that delivers all functions listed above to enhance the safe execution of maintenance and operations related work. 4.3 MILESTONE 3—Training — Consultant shall develop training material and provide training to at least 15 OC San staff. All training material shall be reviewed and approved by the OC San Project Manager prior to the start of the training class. Training shall be role-based and be held on OC San's property using OC San training environment with OC San specific data. Consultant will develop all role base training and reference materials for OC San staff for review and approval prior to training session. The Consultant will develop and conduct training based on, but not limited to, the following roles: 4.3.1 System Administrator 4.3.2 Data Form creation and modification 4.3.3 Field User 4.3.4 Report configuration and generation 4.3.5 Change Management configuration and audit Payment for Milestone No. 3 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 1 is contingent upon the assigned OC San Project Manager's acceptance of the final version of the submittal. Payment for Milestone No. 3 will include the following: Milestone 3 Deliverables: • Role-based training manuals • Role-based training for at least 15 OC San staff 4.4 MILESTONE 4- Knowledge Transfer—Consultant shall work with OC San staff to transfer knowledge. Consultant shall conduct periodic knowledge transfer sessions. These sessions will be performed with the OC San Project Manager and assigned IT personnel. 4.4.1 The scope of these sessions will include, but not be limited to: 4.4.1.1 Review of all existing documentation 4.4.1.2 Actual hands-on installation and setup of the software and tools being used for the project 4.4.1.3 Setup of the data and database connections to the software and tools, a demonstration of how the software and tools work and how to maintain and upgrade the data. 4.4.1.4 Consultant shall also provide a hands-on review of the installation of any custom applications, tools and steps relating to the installation or setup. Payment for Milestone No. 4 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 1 is contingent upon the assigned OC San Project Manager's acceptance of the final version of the submittal. Payment for Milestone No. 4 will include the following: Milestone 4 Deliverable: • Scheduled knowledge transfer session throughout the duration of the Agreement. EXHIBIT A Page 5 of 7 CS-2021-1257BD 4.5 MILESTONE 5 - Testing, Go-live, and Support — Consultant shall develop a comprehensive formal testing process approved by the OC San Project Manager. Consultant shall develop a test plan for each component/module or system function establishing roles/responsibilities of team members for each test plan. Consultant shall develop and load test data into a test system and facilitate the completion of each test plan. 4.5.1 Testing shall be coordinated with efforts between the OC San Project Manager, OC San Technical Lead, and OC San staff. 4.5.2 All testing procedures shall be developed and documented by Consultant and submitted to OC San for review and approval no less than 2 weeks before testing begins. Testing scenarios shall reflect real-world processes and situations encountered by OC San employees. 4.5.3 Prior to moving the software into a production environment, Consultant shall remedy all known defects and install and test the most current, commercially available fix pack(s) from IBM and remedy all problems and deficiencies that may surface during that process. 4.5.4 All tests shall be performed on-site at OC San on standard computers and servers with OC San standard software and hardware. 4.5.5 Tests shall not be considered complete until the OC San Project Manager and assigned IT personnel are satisfied that the software and data performed properly and is compliant with OC San standards in accordance with the Scope of Work. All training shall be completed prior to go-live. 4.5.6 Upon successful completion of testing and written certification by Consultant that the software is complete in all respects, and all known defects have been remedied by Consultant, the software will be prepared for live operations. 4.5.7 Consultant shall provide dedicated remote support during go-live for not less than 15 business days. If the module is deemed not functioning, then the response time will be 4 hours next business day. If defects surface during that period, OC San reserves the right to require Consultant to remain on-site until the software is stable and material defects have been remedied. Payment for Milestone No. 5 shall be twenty percent (20%) of the not to exceed amount of the Agreement. Payment for Milestone No. 1 is contingent upon the assigned OC San Project Manager's acceptance of the final version of the submittal. Payment for Milestone No. 5 will include the following: Milestone 5 Deliverables: • Test plan • User acceptance test • System test • Go-live • Go-live support 4.6 MILESTONE 6 - Project Documentation — All project-related documentation shall be updated and provided to OC San prior to training. 4.6.1 Project documentation shall include, but not be limited to: hardware configuration, software configuration, security setup and administration, training manuals, collected data, installation procedures, and testing procedures. EXHIBIT A Page 6 of 7 CS-2021-1257BD 4.6.2 All documentation shall be delivered in the form of electronic files. All project documentation deliverables shall be in their original format (e.g., Word or Excel). The final documentation deliverable shall consist of a complete set of electronic user manuals and electronic system administration manuals exclusive of IBM-MAXIMO user/system manuals procured by OC San. Payment for Milestone No. 6 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 1 is contingent upon the assigned OC San Project Manager's acceptance of the final version of the submittal. Payment for Milestone No. 6 will include the following: Milestone 6 Deliverables: • Software/Application configuration. • Software/Application security setup. • Software/Application workflow documentation. • Software/Application test plans and test plan results. • Finalized version of workflow diagrams &flowcharts • Finalized version of standard operating procedures • Finalized version of training manuals All other documentation generated by other project tasks (e.g., status reports, logs, and training materials) 5 SCHEDULE Consultant shall adhere to the following deadlines in creating its schedule and work breakdown structure for accomplishing the SOW. Consultant shall coordinate all meetings and presentations with the assigned OC San representative. All meetings and presentations will be held at OC San's Plant 1 facility located in the City of Fountain Valley. ACTIVITY DEADLINE Notice to Proceed (NTP) NTP = Effective Date Kick-Off Meeting NTP + 21 Calendar Days Detail Requirements and Design NTP + 42 Calendar Days System Implementation, Configuration, NTP + 90 Calendar Days and Integration Project Documentation NTP + 120 Calendar Days Training NTP + 135 Calendar Days Knowledge Transfer NTP + 180 Calendar Days Testing and Go-Live NTP + 180 Calendar Days EXHIBIT A Page 7 of 7 CS-2021-1257BD INTERPRO SOLUTIONS INTERPRO SOLUTIONS SOFTWARE SUBSCRIPTION AGREEMENT This Software Subscription Agreement ("Agreement"), dated as of October 27, 2021 (the "Effective Date") is by and between InterPro Solutions, LLC, a Massachusetts limited liability company with a principal place of business located at 105 Central Street, Stoneham, Massachusetts ("InterPro"), Orange County Sanitation District with a principal place of business located at 10844 Ellis Avenue, Fountain Valley, CA 92708 ("Customer") and Total Resource Management, Inc. (TRM) with the principal place of business located at 5695 King Centre Drive, Suite 200 Alexandria, VA 22315 . InterPro, Customer and TRM may be referred to herein collectively as the "Parties" or individually as a"Party." WHEREAS,InterPro manufactures and licenses certain computer software products set forth in Exhibit A that are the subject of this Agreement; and WHEREAS, Customer desires to have access to and use certain InterPro software products pursuant to the terms and conditions set forth herein; and WHEREAS, Customer executed an Agreement with Total Resource Management(TRM) for implementation of InterPro's software. WHEREAS,TRM is an Authorized Third Party as defined in this Agreement and is responsible for the InterPro software installation and other system integration services as more specifically described in the Agreement between TRM and Customer; WHEREAS all Parties agreed that upon completion of the Initial Subscription Term,TRM authorization as an Authorized Third party will cease and this agreement will continue in its full force between Customer and InterPro, except that TRM shall remain an indemnified party in Section 7.1 NOW THEREFORE, in consideration of the mutual covenants,terms, and conditions set forth herein, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,InterPro and Customer agree as follows: 1. Definitions Unless otherwise defined herein, the following capitalized terms shall have the meaning set forth below: 1.1 "Authorized Third Parties" means any person(s) not a direct employee of the Customer but authorized in writing by both the Customer and InterPro to have access to the Software (as defined herein). 1.2 "Documentation" means InterPro's user manuals, handbooks, and guides relating to the Software provided by InterPro to Customer either electronically or in hard copy form. 1.3 "Initial Subscription Term" shall have the meaning set forth in Section 10.1 herein. 1.4 "Subscription Fee" means the cost of procuring and utilizing a Subscription as set forth on Schedule 1. 1.5 "Renewal Subscription Term" shall have the meaning set forth in Section 10.1 herein. InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS 1.6 "Software" means the InterPro software products (and associated user interfaces) listed in Exhibit A. 1.7 "Subscription"means a license that authorizes a User(as defined herein) or Authorized Third Party to access the Software as specified in this Agreement during the Subscription Term (as defined herein). 1.8 "Subscription Term" shall have the meaning set forth in Section 10.1 herein. 1.9 "User" means any direct employee of Customer identified on Schedule 1, who shall be authorized to access and use the Software subject to the terms of this Agreement. 1.10 "Territory"means the countries and regions set forth in Exhibit A. 2. Subscription Access 2.1 Subject to the full and timely payment of the Subscription Fee and compliance with all other terms and conditions of this Agreement and the Documentation, InterPro grants, and Customer hereby accepts, a non- exclusive, limited license to access and use the Software within the Territory during the Subscription Term. The Subscription is non-transferable; provided, however, that under the Subscription the Software may be accessed and used by any User or an Authorized Third Party, subject to the terms of this Agreement. The Subscription is prohibited from being otherwise transferred, sub-licensed or resold by Customer. 2.2 Restrictions 2.2.1 Limitations on Use. Customer may use the Software for its own internal business purposes only, and may not use the Software to process data on behalf of third parties or otherwise time-share the Software with others or act as a service bureau. Customer shall not at any time,directly or indirectly,and shall not permit any Users or Authorized Third Party to: (i)copy,modify,or create derivative works of the Software, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software, in whole or in part; (iv) remove any proprietary notices from the Software; or (v) use the Software in any manner or for any purpose that infringes,misappropriates,or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. The Subscription does not include any licensed access to the non-InterPro enterprise system with which it is intended to interface and such licensed access is the sole responsibility of Customer. 2.2.2 Limitations on Number of Users. Only Users and Authorized Third Parties may access the Software under the Subscription. The number of Users and Authorized Third Parties configured for access to the Software must not exceed the total number of Subscriptions purchased as set forth in Schedule 1. The Subscription pursuant to this Agreement pertains to a single production environment. In the event Customer wishes to use the Software in multiple production environments, then: (i) Customer shall notify Interpro and request additional license keys corresponding to the number of additional production environments, and (ii) the total number of Subscriptions purchased hereunder shall be allocated across license keys and production environments. Customer represents and warrants that a license key shall not be replicated or used in multiple production environments. InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS 2.2.3 Audit. InterPro, at its expense and no more than once per year,may request Customer to verify its compliance with Section 2 of this Agreement. In such an event, Customer agrees to provide a report on the number of Users and Authorized Third Parties having access to the Software or Documentation sufficient to permit a reasonable person to verify Customer's compliance with the terms of Section 2 of this Agreement. 2.2.4 Reservation of Rights. InterPro reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement,nothing in this Agreement grants,by implication,waiver, estoppel, or otherwise,to Customer,TRM or any third party any intellectual property rights or other right, title, or interest in or to the Software or related intellectual property. 2.3 Customer Responsibilities 2.3.1 Customer is responsible and liable for all uses of the Software and Documentation resulting from access to or use of the Software or Documentation provided by Customer,directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing,Customer is responsible for all acts and omissions of Users and Authorized Third Parties,and any act or omission by a User or an Authorized Third Party that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall ensure all Users and Authorized Third Parties are aware of this Agreement's provisions as applicable to such User's and Authorized Third Parties' use of the Services, and shall cause Users and Authorized Third Parties to comply with such provisions. 3. Subscription Fees. 3.1 Payment of Fees. For the Initial Subscription Term as specified in Schedule 1, Customer will pay Total Resource Management Inc. (TRM)the Subscription Fee by check, EFT or as otherwise specified in Schedule 1. For any Renewal Subscription Term, Customer will pay InterPro the Subscription Fee by check, EFT or as otherwise specified in Schedule 1. The Subscription Fee for the Initial Subscription Term shall be in the amounts set forth on Schedule 1. Upon each renewal, the Subscription Fee for the associated Renewal Subscription Term will be adjusted by the aggregate percentage change in the U.S. Consumer Price Index for all urban consumers,U.S. city average, as published by the U.S. Bureau of Labor Statistics, or adjusted by the number of months of the prior Subscription Term multiplied by .25%, whichever is less. Unless specified otherwise in Schedule 1, Customer will make all payments in US dollars within thirty (30) days of receipt of invoice. InterPro may impose a finance charge of 1.0%per month on amounts unpaid by Customer following their due date. 3.2 Taxes, etc. Subscription Fees do not include taxes or levy (including interest and penalties). Customer will reimburse InterPro or TRM and hold InterPro and TRM harmless for all sales,use,VAT,excise, property or other taxes or levies which InterPro or TRM are required to collect or remit to applicable tax authorities. This provision does not apply to InterPro's or TRM's income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished InterPro and TRM with a valid tax exemption certificate. InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS 4. Installation The Software must be installed either by InterPro staff, TRM as an Authorized Third Party or by Customer in accordance with the guidance and instructions provided by InterPro staff,by a consultant certified by InterPro or any combination thereof. 5. Limited Warranty and Warranty Disclaimer 5.1 Software Performance. InterPro warrants that the Software will substantially perform in accordance with the functional specifications for a period of one year from the date of installation("Warranty Period"). If during the Warranty period the Software does not substantially perform in accordance with the functional specifications, InterPro, shall, at the Customer's option correct or replace the Software free of additional charge. Any replacement Software shall be warranted for ninety(90) days or the remainder of the Warranty Period,whichever is longer. If InterPro is unable to correct or replace the nonconforming Software under this warranty within the Warranty Period or as otherwise agreed in writing between the Parties, then InterPro shall refund Customer that portion of the Subscription Fee attributable to the balance of the Subscription Term, on a pro-rata basis. InterPro does not warrant that the Software shall be error free or meet all Customer requirements. 5.2 Media. InterPro warrants that the media on which the Software is supplied is free from defects in materials and workmanship for a period of one-hundred twenty (120) days from the date of installation. InterPro will replace any defective media returned to it within the one-hundred twenty (120) day period free of additional charge. Any replacement media will be warranted for ninety (90) days or the remainder of the original warranty period,whichever is longer. If InterPro is unable to supply Customer with media that is free from defects in materials or workmanship, such that the Software cannot perform substantially in accordance with the functional specifications, then InterPro shall refund Customer that portion of the Subscription Fee attributable to the balance of the Subscription Term, on a pro-rata basis. 5.3 Software. InterPro warrants that the Software shall be free from all computer viruses,worms, back doors, disabling devices and other harmful or malicious code intended to or which may damage, disrupt, inconvenience or permit access to the Software user's or another's software, hardware, networks, data or information. If during the Subscription Term,the Software is not in compliance with any term of this section 5.3, InterPro, shall, at the Customer's option, correct or replace the Software free of additional charge, and shall, in the event that the Software contains any computer viruses,worms,back doors, disabling devices and other harmful or malicious code that in fact damages Customer's or any Authorized Third Party's software, hardware, networks, data or information, provide Customer with technical assistance in remedying such damage at no additional cost to Customer. 5.4 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5 ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND INTERPRO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. INTERPRO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5 ABOVE, INTERPRO MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 5.5 Sole Remedy. The remedies contained in sub-sections 5.1, 5.2 and 5.3 above are the Customer's sole remedies for breach of warranty. 5.6 Ownership Warranty. InterPro warrants that it is the owner of and has the right to grant a license to use the Software specified in this Agreement free of all liens, claims, encumbrances and other restrictions and without otherwise violating any rights of any third party, including any patent, copyright,trade secret or other intellectual proprietary rights, and there are currently no actual or threatened suits or claims pending based on Licensor's alleged violation of the foregoing. 6. Intellectual Property 6.1 Ownership. Subject only to the license expressly granted in Section 2 hereof,InterPro and its licensors own and shall retain all right, title and interest, including all copyrights,patents,trade secrets,moral rights and all intellectual or industrial property rights of every kind and description, in and to (i)the Software and Documentation, (ii) any and all corrections, Customer feedback or corrections, bug fixes, enhancements, updates, service patches and all new versions (major and minor)provided by InterPro to Customer under this Agreement; and (iii) all developments, inventions, works of authorship, ideas, trade secrets, documents, software, data, information and all tangible and intangible property contained or embodied in the Software or the Documentation, or otherwise licensed or delivered hereunder, and all derivatives of any of the foregoing (i), (ii) or (iii). Customer acknowledges and agrees that the licensed Software constitutes a valuable trade secret and asset of InterPro. 7. Indemnification 7.1 InterPro Indemnification. InterPro shall indemnify, defend, and hold Customer and TRM harmless from and against any legal claim or proceeding that the Software infringes any U.S.patent,copyright, or trade secret of any third party,provided that Customer orTRM has given written notice of any claim, action, or allegation of infringement to InterPro within thirty (30) days after Customer, or TRM first receive notice thereof. InterPro shall have the exclusive right to defend any such claim, action, or allegation and make settlements thereof at its own discretion. InterPro will not be responsible or indemnify Customer or TRM for any settlement or compromise made without InterPro's prior written consent. Customer and TRM shall give such assistance and information as InterPro may reasonably require in settling or opposing such claims. Customer and TRM may participate in such defense at its own discretion and cost. If any such infringement occurs or, in InterPro's opinion, may occur, InterPro may, at its sole option and expense (i) procure for Customer and TRM the right to continue use of the Software,or(ii) modify or amend the Software, or replace the Software with other software having similar capabilities, or(iii) if the above options are not commercially reasonable in InterPro's sole opinion, InterPro may request that the Customer and TRM return the infringing Software to InterPro along with a written notice of termination of this Agreement, and upon receipt of the infringing Software, InterPro shall repay to Customer or, if fees were collected by TRM, repay TRM, an amount equal to a pro-rata portion of the Subscription Fee paid to InterPro for the Subscription Term. InterPro, Customer, and TRM will then be released from any further obligations to the other under this Agreement, except for the obligations of indemnification provided for above and any such other obligations that survive termination. InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS 7.1.1 Exclusions. InterPro will not be liable to Customer or TRMunder the terms of the above clause 6.1 or otherwise, if any infringement or claim thereof is based upon (i) the use of the Software in violation of this Agreement, or(ii)use of a superseded or altered release of the Software if such infringement would have been avoided by the use of a current unaltered release of the Software otherwise available to Customer and TRM. 7.1.2 Sole Remedv. SECTION 7.1 SETS FORTH CUSTOMER'S AND TRM'SSOLE REMEDIES AND INTERPRO'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 7.2 Customer Indemnification. Customer shall indemnify,hold harmless,and,at InterPro's option, defend InterPro from and against any Losses resulting from any third-parry claim that any Customer data, or any use of Customer data in accordance with this Agreement, infringes or misappropriates such third parry's intellectual property rights and any third-party claims based on Customer's or any User's or any Authorized Third Parry's (i)negligence or willful misconduct; (ii)use of the Software in a manner not authorized by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not supported by InterPro or authorized by InterPro in writing; or(iv)modifications to the Software not made by InterPro, provided that Customer may not settle any third-party claim against InterPro unless InterPro consents to such settlement in writing, and further provided that InterPro will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice. 8. Limitations of Liability 8.1 IN NO EVENT WILL INTERPRO BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER INTERPRO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR INTERPRO'S INDEMNITY OBLIGATIONS HEREIN, IN NO EVENT WILL INTERPRO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE AND ONE-HALF (1.5) TIMES THE TOTAL AMOUNTS PAID TO INTERPRO UNDER THIS AGREEMENT RELATING TO THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9. Copying and reverse engineering InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS 9.1 Copies. Customer may make copies of the Software, as reasonably required for backup, disaster recovery or archival purposes. Such copies may not be used in a production environment and Customer agrees to reproduce trademarks, logos and proprietary notice from the original copy. 9.2 No Reverse En ing eering. Neither Customer nor any third party company associated with the Customer may reverse engineer, disassemble, decompile or otherwise attempt to generate the source code of the Software. 10. Term and Termination 10.1 Subscription Term. Unless terminated earlier in accordance with this Section 10, the initial subscription term of this Agreement is specified in Schedule 1 ("Initial Subscription Term"). This Agreement can be extended or renewed by mutual agreement between InterPro and Customer, and by Customer providing InterPro with written notice of Customer's intent to renew the Agreement at least thirty (30) days prior to expiration of the Subscription Term. Each consecutive renewal term shall equal the number of months specified in Schedule 1 (each, a"Renewal Subscription Term") at the Renewal Subscription Fee specified in Schedule 1 (plus any adjustment per Section 3.1 of the Agreement) or as specified in an approved purchase order between InterPro and Customer. The terms Initial Subscription Term and Renewal Subscription Term will be collectively referred to in this Agreement as the "Subscription Term". 10.2 Termination. In addition to any other express termination right set forth in this Agreement: (i) InterPro may terminate this Agreement, effective on written notice to Customer, if Customer: (A)fails to pay any amount when due hereunder and such failure continues more than fourteen(14) days after InterPro's delivery to Customer of a written demand for such payment; or (B) breaches any of its obligations under Section 2.2.1 or Section 11; (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or(B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C)makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 10.2 Consequences of Termination. If this Agreement is terminated for any reason, Customer shall erase or destroy the original and all copies of the Software and Documentation and certify in writing that the original and all copies have been erased or destroyed. All Subscription Fees through the termination date due to InterPro shall become immediately due and payable without further notice. InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS 10.3 This Section 10.3 and Sections 1,2.3,5,6,7,8, 11 and 14,survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 11. Confidential Information 11.1 From time to time during the Term, each Party may disclose or make available to the an other Party information about its business affairs, products, confidential intellectual property, trade secrets, third- party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that,at the time of disclosure is: (a)in the public domain; (b)known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non- confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required(i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law,provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order;or(ii)to establish a Party's rights under this Agreement,including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies,whether in written, electronic,or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 12. Assignment Customer may not assign,transfer or sub-license its rights under this Agreement without InterPro's prior written consent,which consent may be withheld in InterPro's sole discretion. 13. Publicity InterPro shall have the right, but not the obligation, to use Customer's name and logo in promotional and marketing materials, customer lists (both in print and on its website), press releases, product brochures, and the like indicating that Customer is a customer of InterPro,provided that any press releases shall be subject to Customer's prior written approval,which shall not be unreasonably withheld. 14. Miscellaneous 14.1 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, including but not limited to the Documentation and any Schedules attached hereto, constitutes InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. 14.2 Notices. All notices,requests, consents,claims,demands,waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement(or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. 14.3 Force Majeure. In no event shall any Party be liable to the other Parties, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement(except for any obligations to make payments),if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority,including imposing an embargo. 14.4 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 14.5 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 14.6 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County,in the event any action is brought in connection with this Agreement or the performance thereof. 14.7 Assignment. InterPro may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, to any person without the prior consent of Customer. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily,by operation of law or otherwise,without the prior written consent of InterPro, which consent shall not be unreasonably withheld, conditioned, or delayed. Any InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 14.8 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original,but all of which together are deemed to be one and the same agreement. [SIGNATURE PAGE FOLLOWS] InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS InterPro Solutions, LLC Orange County Sanitation District Signature Signature Printed Name Printed Name Title Title Date Date Total Resource Management,Inc. Signature Printed Name Title Date InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTE-RPRO SOLUTIONS EXHIBIT A Territory: • United States InterPro Software: • EZMaxMobile • Cloud Services Bundle InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com INTERPRO SOLUTIONS SCHEDULEI Subscription Terms Subscription License Tier: 10 Users Initial Subscription Term: [60 months] Start: At time of Notice to Proceed (NTP) End: 60 months from NTP Renewal Term: [60 months] Subscription Fee(s): Initial Subscription Fee: [$7,842] Renewal Subscription Fee: [$7,842],plus any adjustment per Section 3.1 of the Agreement. InterPro Solutions 1 105 Central Street Stoneham, MA 02180 1 Telephone 781.213.1166 1 InterProSoft.com Administration Building ADMINISTRATION COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1914 Agenda Date: 10/27/2021 Agenda Item No: 10. FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: RENEWAL OF ESRI GIS ENTERPRISE LICENSE AGREEMENT SUBSCRIPTION AND SUPPORT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve Amendment No. 2 of Agreement 334620 with Environmental Systems Research Institute, Inc. for the renewal of the Sole Source GIS Enterprise License Agreement, for a three-year period commencing December 31, 2021 through December 30, 2024, for a total amount not to exceed $382,000; and B. Approve a not to exceed contingency of $19,100 (5%). BACKGROUND Geographic Information System (GIS) solutions for desktop, web, database, and mobile GIS currently being used at the Orange County Sanitation District (OC San) are provided by Environmental Systems Research Institute, Inc. (ESRI). The GIS provides a framework for gathering, managing, and analyzing data through a map interface. The Information Technology (IT) Division maintains the different GIS applications to support the business needs of OC San. To properly maintain OC San's enterprise GIS program, the IT Division requires the purchase of software licensing and maintenance for the ESRI GIS suite of products through the Enterprise License Agreement (ELA). The ELA will help maintain our existing programs including hydraulic modeling, pipeline condition assessment, underground service alerts, and integration with OC San's asset management software IBM Maximo. The Amendment is for a renewal agreement for three years and payment for software support and maintenance is executed on an annual basis. RELEVANT STANDARDS • Protect OC San assets • Maintain a proactive asset management program • Maintain and adhere to appropriate internal planning documents including the Facilities Master Plan and the Sewer System Management Plan • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard Orange County Sanitation District Page 1 of 2 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1914 Agenda Date: 10/27/2021 Agenda Item No: 10. PROBLEM The annual software maintenance for ESRI GIS software expires on December 30, 2021. PROPOSED SOLUTION Renew the annual software maintenance for ESRI GIS software before December 31, 2021 to maintain continued support and software enhancements from ESRI. TIMING CONCERNS The renewal must be completed prior to December 31, 2021. RAMIFICATIONS OF NOT TAKING ACTION Not renewing the annual software maintenance will cause OC San to lose support and software enhancements from ESRI and consequently negatively impact the stated relevant standards. PRIOR COMMITTEE/BOARD ACTIONS October 2018 - Board approved the renewal of the Sole Source ESRI GIS Enterprise License Agreement for a three-year period commencing December 31, 2018 through December 30, 2021, for a total amount not to exceed $317,000; and approved a contingency of $15,850 (5%). ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San's Purchasing Ordinance. The items purchased through the process are budgeted in the FY 2020-21 and 2021-22 Annual Budget. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • ESRI GIS Enterprise License Agreement Orange County Sanitation District Page 2 of 2 Printed on 10/20/2021 powered by LegistarTM THE Amendment 2 esri0 0� SCIENCE To Agreement 334620 WHERE Orange County Sanitation District ("OCSD")and Environmental Systems Research Institute, Inc. ("Esri") have entered into Enterprise Agreement for Term Licenses No 334620 (the"EX) on December 31, 2019. The parties now amend the EA to extend the period of performance and to update product list and pricing for eh extended term, as follows: 1. Article 7.1 Term. The following sentence is added to Article 7.1 term: The term of the EA is extended for another three years beginning on December 31, 2021 and expiring on December 30, 2024 unless this EA is terminated earlier as provided herein. 2. Appendices. For the extend period beginning December 31, 2021 through December 30, 2024, the following appendices are updated with new appendices, both attached hereto and incorporated herein by reference: Appendix A—Products and Deployment Schedule Term Licenses Appendix B—EA Fee schedule All other terms and conditions of the EA, including any previous amendments, shall remain in full force and effect, except as amended herein. The EA and this Amendment are the sole and final agreement of the parties and supersede any previous agreements, understandings, and arrangements relating to such subject matter. ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Signature: Signature: Printed Name: John B. Withers Printed Name: Title: Board Chairman Title: Date: Date: Page 1 of 3 00181632.2 APPENDIX A PRODUCTS AND DEPLOYMENT SCHEDULE TERM LICENSES For the extend period beginning December 31, 2021 through December 30, 2024, OCSD may Deploy the EA Products up to the total quantity of licenses indicated below. Table A-1 EA Products Term Licenses —Uncapped Quantities Total Qty. to Be Product Deployed ArcGIS Desktop: Advanced, Standard, Basic (Single and Concurrent Use) Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager(Single and Concurrent Use) Uncapped ArcGIS Enterprise: Enterprise and Workgroup (Advanced and Standard) Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS Uncapped Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager ArcGIS GIS Server: Advanced, Standard, Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server, ArcGIS Uncapped GeoEvent Server ArcGIS Monitor Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop, ArcGIS for Uncapped Maritime, Charting and ArcGIS for Maritime Bathymetry Table A-2 EA Products (Term Licenses)—Capped Quantities Rolled-In Qty. Qty. to Be Product (if applicable) Deployed Total ArcGIS Data Interoperability Desktop N/A 2 2 Extension: Single Use Licenses Insights in ArcGIS Online N/A 2 2 Insights in ArcGIS Enterprise N/A 3 3 Drone2Map for ArcGIS Online N/A 1 1 Site Scan Single Operator Term License N/A 1 1 Site Scan Single Access Term License N/A 1 1 ArcGIS Developer Subscription: Professional N/A 1 1 Subscription ArcGIS Enterprise User Types: Creator User N/A 15 15 Type Number of Named Users per Annual Credits Product Subscriptions Subscription per Subscription ArcGIS Online User Types: Organizational 1 150 Creator User 75,000 Subscription Types Page 2 of 3 00181632.2 APPENDIX B EA FEE SCHEDULE The EA Fee is $382,000.00 for the extend period beginning December 31, 2021 through December 30, 2024. The EA Fee is in consideration of the EA Products, EA Maintenance, and Esri User Conference registrations. Year 1 Year 2 Year 3 EA Fee Payments $120,000 $127,500 $134,500 $382,000 Number of Esri User Conference Registrations per Year 5 Number of Tier 1 Help Desk Callers That May Contact Esri for Tier 2 Support 2 Number of Sets of Backup Media, if Requested 1 Three (3) years from December 31, 2021 through Extended Term of EA December 30, 2024. Page 3 of 3 00181632.2 Administration Building ADMINISTRATION COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1915 Agenda Date: 10/27/2021 Agenda Item No: 11. FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2022A GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Authorize the General Manager to issue new fixed rate Certificates of Participation, to be referred to as Wastewater Refunding Revenue Obligations, in an amount sufficient to refund (1) up to $100,645,000 of Wastewater Refunding Revenue Obligations, Series 2012A and (2) up to $6,670,000 of Wastewater Refunding Revenue Obligations, Series 2012B. BACKGROUND A portion of the Orange County Sanitation District's (OC San) Wastewater Refunding Revenue Obligations Series 2012A and Series 2012B (2012 Revenue Obligations) are subject to optional redemption on February 1, 2022. As interest rates are now lower than in 2012, there is the potential opportunity to refinance some of the outstanding 2012 Revenue Obligations to reduce interest costs for OC San. Under current market conditions, a refunding of $107,315,000 of the 2012 Revenue Obligations would generate more than 3% net present value savings (the minimum percentage required by OC San's debt policy). RELEVANT STANDARDS • OC San Debt Policy - Financial Management Policy and Procedure 201-3-1; Net present value savings are at least three (3) percent of the par amount of the refunded bonds from refunding outstanding bonds • Easy access to low cost credit PROBLEM $107,315,000 of the 2012 Revenue Obligations are currently accruing interest at rates ranging from 3.00% to 4.00%, which are higher than current market yields, and will soon be available for optional redemption on February 1, 2022. Not refunding the 2012 Revenue Obligations subject to optional redemption by February 1, 2022 would result in OC San paying above market rates on $107,315,000 of 2012 Revenue Obligations. Orange County Sanitation District Page 1 of 4 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1915 Agenda Date: 10/27/2021 Agenda Item No: 11. PROPOSED SOLUTION OC San could refund up to $107,315,000 of the 2012 Revenue Obligations for present value debt service savings, net of all costs, of approximately $21.7 million (equal to 20.2% of refunded principal), based on current market conditions as of September 29, 2021, with a refunding amortization structured with the objective of providing level annual debt service savings. TIMING CONCERNS The Tax Cuts and Jobs Act of 2017 eliminated the ability of issuers to conduct advance refundings (more than 90 days prior to the optional redemption date) on a tax-exempt basis. Therefore, November 3, 2021 is the earliest closing date for a tax-exempt refinancing of the callable 2012 Revenue Obligations which is 90 days before the February 1, 2022 optional redemption date. A closing earlier than February 1, 2022 would subject OC San to additional costs, known as negative arbitrage, as refunding proceeds would be borrowed at a higher cost than invested to February 1, 2022, at low short-term interest rates. A refunding past February 1, 2022 would result in OC San continuing to pay interest costs above current market yields. RAMIFICATIONS OF NOT TAKING ACTION Not refunding the 2012 Revenue Obligations would result in OC San continuing to pay above market interest costs. PRIOR COMMITTEE/BOARD ACTIONS May 2021 - Approved Resolution No. OC SAN 21-09, authorizing the execution and delivery by the District of an Installment Purchase Agreement, a Trust Agreement, a Continuing Disclosure Agreement and Escrow Agreements in connection with the Orange County Sanitation District Wastewater Refunding Revenue Obligations, Series 2021A, authorizing the execution and delivery of such Revenue Obligations evidencing principal in an aggregate amount of not to exceed $163,775,000, approving a Notice of Intention to Sell, authorizing the distribution of an Official Notice Inviting Bids and an Official Statement in connection with the offering and sale of such Revenue Obligations and authorizing the execution of necessary documents and related actions. September 2018 - Approved Resolution No. OCSD 18-17, authorizing the execution and delivery by the Sanitation District of an Installment Purchase Agreement, a Trust Agreement and a Continuing Disclosure Agreement in connection with the execution and delivery of Orange County Sanitation District Revenue Refunding Certificate Anticipation Notes, Series 2018A, such Notes evidencing principal in an aggregate amount of not to exceed $109,875,000, approving a Notice of Intention to Sell, authorizing the distribution of an Official Notice Inviting Bids and an Official Statement in connection with the offering and sale of such Notes and authorizing the execution of other necessary documents and related actions. Orange County Sanitation District Page 2 of 4 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1915 Agenda Date: 10/27/2021 Agenda Item No: 11. ADDITIONAL INFORMATION 2012 Revenue Obligations OC San currently has 10 series of debt issuances outstanding (including the two series of 2012 Revenue Obligations) in the par amount of $879,355,000 as shown in the table below: Outstanding Par Amount 0) Series 2021 A Refunding $ 133,510,000 Series 2017A Refunding 65,815,000 Series 2016A Refunding 136,830,000 Series 2015A Refunding 127,510,000 Series 2014A Refunding 56,080,000 Series 2012B Refunding (2) 8,170,000 Series 2012A Refunding (2) 100,645,000 Series 2011A Refunding 13,795,000 Series 2010C 157,000,000 Series 2010A 80,000,000 Total: $ 879,355,000 (1) As of September 1, 2021 (2) 2012 Revenue Obligations Depending on market conditions, staff is proposing to refund up to $107,315,000 of the 2012 Revenue Obligations maturing in years 2023 through 2026 and 2031 through 2033 with annual coupon rates ranging between 3.00 to 4.00%, as shown in the table below: Series Maturity Principal Amount Coupon all Date 2012B 02/01/2023 $ 1,605,000 4.00% 2/01/2022 2012B 02/01/2024 1,630,000 3.00% 2/01/2022 2012B 02/01/2025 1,715,000 3.00% 2/01/2022 2012B 02/01/2026 1,720,000 3.00% 2/01/2022 2012A 02/01/2031 28,990,000 3.00% 2/01/2022 2012A 02/01/2032 29,055,000 4.00% 2/01/2022 2012A 02/01/2033 42,600,000 4.00% 2/01/2022 Total: $ 107,315,000 Timeline Assuming that the Board approves pursuing the refinancings of the 2012 Revenue Obligations, staff will return to the Administration Committee in December 2021 with financing documents for final approval to complete the refinancings by February 1, 2022. There is the possibility that interest rates may change before December and, at the time of approval of the financing documents and based on then market conditions, staff may recommend a modified refinancing plan. The refunding of the two Orange County Sanitation District Page 3 of 4 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1915 Agenda Date: 10/27/2021 Agenda Item No: 11. series (Series 2012A and Series 201213) comprising the 2012 Revenue Obligations can be combined into a single refunding issuance which will minimize issuance costs while being sold on a competitive basis in order to obtain the lowest financing cost possible. Staff and consultants will be available to answer any questions at the Administration Committee meeting. Following is a chart summarizing the remaining major steps to be completed for the debt refinancings: December: - Board approval of legal and disclosure documents - Financing Corporation approval of legal and disclosure documents - Request ratings from bond rating agencies January: - Receive ratings from rating agencies - Marketing and sale through a competitive sale process - Closing - Begin debt administration All costs involved with the refinancings, including costs for Norton Rose Fulbright, Special Counsel and Disclosure Counsel and Public Resources Advisory Group, Municipal Advisor, will be paid from the proceeds of the new refunding issue. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Presentations from Administration Committee 10/13/2021 Orange County Sanitation District Page 4 of 4 Printed on 10/20/2021 powered by LegistarTM 10/11/2021 Debt Program Update DEBT 1 POLICY • Last updated December 2020 • Sets forth the parameters for issuing debt and managing outstanding debt, and provides guidance to decision makers • Proceeds from long-term debt shall not be used for current on-going operations • AAA Rating from Fitch, Moodys, S&P • No current plans to issue any new money debt, only refundings 2 1 10/11/2021 CURRENT . Total Outstanding COP Balance 7/1/21 $ 909,620,000 Blended Interest Rate 3.05% • Refunding debt issue 2021A was completed in July 2021 to replace 2011A and 2018A in the amount of$163.8M • Fixed rate and terms • True Interest Cost—1.06% • Generated approximately$7.5M in savings • Planned Refunding issue 2022A to replace 2012A and 2012B for February 2022 in the amount of$107.3M • Lower interest rates • Significant savings • All outstanding debt to be paid off by 2044 3 DEBT SERVICE PAY-OFF Outstanding Debt 1,000 900 800 ]00 c 600 � 500 400 300 200 100 0 2020 2025 2030 2035 2040 2045 * No New Debt Issues are Planned 4 4 2 1 1 _ r lift at 4`3 Presented by: CA* Ed Soong Public Resources Advisory GroupRefunding of Wastewater Refunding Revenue Obligations Administration Series Committee October 13,2021 ' 12A and Series ' OC SAN ORANGE COUNTY SANITATION DISTRICT Refunding Candidates 11 . lose Maturity Series (February 1) Principal ($) Coupon (%) 1 1 .1 111 � 11 1 : 1 111 11 1 : 1 1 111 11 1 � 1 ••1 111 11 10/11/2021 Refunding Opportunity ■ Current yields are substantially less than existing coupons ■ Without refunding, OC San will unnecessarily continue to pay higher than market coupons starting on the call date 4.50 4.00 3.50 Existing Coupon —Current Yields 3.00 2.50 2.00 - 1.50 1.00 0.50 0.00 it 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 3 3 Refunding Structure ■ The refunding is expected to amortize principal with the objective of producing level annual debt service savings ■ Final refunding maturity will match the 2033 final maturity of the Series 2012A (no extension of final maturity) 4 2 10/11/2021 Issuance Costs • Underwriters' Discount (est.) $ 202,550 Bond Counsel and Expenses 121,000 Municipal Advisor 100,000 Rating Agencies 119,175 Trustee and Counsel 5,500 Printing 5,000 Digital Assurance Certification 2,500 The Bond Buyer 2,000 Contingency 9,825 Total: $ 567,550 5 Potential Savings ■ OC San's debt policy requires a minimum of 3% net present value savings (of the refunding bond amount) for refundings to achieve debt service savings ■ Under current market conditions, a refunding, net of all costs, is estimated to produce $21.7 million of present value savings (20.2% of refunding principal) 6 3 10/11/2021 October/ ■ Staff and consultants draft legal and disclosure November documents in preparation for refunding sale December ■ Board and Financing Corporation approves legal and disclosure documents ■ Request credit ratings January ■ Receive credit ratings ■ Marketing and sale through competitive process February ■ Closing ■ Redeem callable Series 2012A and Series 2012B ■ Begin debt administration Questions 8 4 Administration Building STEERING COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1928 Agenda Date: 10/27/2021 Agenda Item No: 12. FROM: John Withers, Board Chairman Originator: Celia Chandler, Director of Human Resources SUBJECT: LABOR RELATIONS - CHIEF NEGOTIATOR AGREEMENT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Authorize the Board Chair to execute an agreement with Liebert Cassidy Whitmore, for Laura Drottz Kalty to serve as the external Chief Negotiator for labor contract negotiations and related items, for an amount not to exceed $150,000. BACKGROUND The Orange County Sanitation District (OC San) is preparing for labor negotiations with all three recognized employee organizations which include the Supervisory and Professional Management Group (SPMG), the Orange County Employees Association (OCEA), and the International Union of Operating Engineers Local 501 (Local 501). The collective bargaining agreements or Memoranda of Understanding (MOU's) for each of these groups are set to expire on June 30, 2022. Labor contract negotiations are governed by the Meyers-Milias-Brown Act (MMBA), Government Code Section 3500. The MMBA requires that local agencies meet and confer in good faith regarding wages, hours, and other terms and conditions of employment with representatives of recognized collective bargaining units. OC San is requesting authorization to retain labor attorney Laura Drottz Kalty of Leibert Cassidy Whitmore to serve as Chief Negotiator in upcoming labor contract negotiations and advise the Board/staff on all issues under the MMBA. This includes any preparatory work for labor contract negotiations including an internal and external assessment of wages, benefits, economic factors, and labor costs, as well as involvement in OC San's agencywide Classification & Compensation study, which is currently in progress. The contract amount is not to exceed $150,000 and includes the fees, costs, and expenses for labor negotiation services and associated pre- and post- negotiation activities for Ms. Kalty, paraprofessionals, and litigation support staff. Ms. Kalty will work closely with the Steering Committee, Board, and Human Resources staff to negotiate and execute tentative agreements consistent with authority granted by the OC San's Board of Directors. The Board previously authorized contracts with Ms. Kalty, who served as Chief Negotiator with all represented units during the last two (2) rounds of labor contract negotiations. Ms. Kalty successfully Orange County Sanitation District Page 1 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1928 Agenda Date: 10/27/2021 Agenda Item No: 12. negotiated three (3) year labor contracts for all units in 2016 and again in 2019. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Cultivate a highly qualified, well-trained, and diverse workforce • Offer competitive compensation and benefits • Negotiate fair and equitable labor agreements • Maintain positive employer-employee relations PROBLEM The collective bargaining agreements for all three (3) bargaining groups, representing six (6) different units are set to expire on June 30, 2022. Based on past practice, contract negotiations for successor agreements should begin prior to the expiration of the current contracts. PROPOSED SOLUTION Authorize the Board Chair to execute a one-year agreement with an external Chief Negotiator in accordance with Ordinance No. OCSD-56, Section 3.03.B Contractors Reporting to the Board. OCSD-56 is an ordinance of the Board of Directors of the Orange County Sanitation District establishing requirements and procedures for the purchase of goods, services, and public works projects. OCSD-56, Section 3.03.B Contractors Reporting to the Board lists that the provisions listed under Article 3 (Professional Services) shall not apply to the retention of Professional Service firms or individuals that are selected by the Board and report directly to the Board. For such contracts, the Board shall determine the method of selection, consistent with the requirements of applicable law. TIMING CONCERNS Authorization to hire the Chief Negotiator is recommended for approval by the Board of Directors in October 2021, leaving approximately eight (8) months for the Chief Negotiator and staff to begin preparations and execute successor agreements with all three (3) bargaining groups before the current labor contracts expire on June 30, 2022. RAMIFICATIONS OF NOT TAKING ACTION Delays in the selection of a Chief Negotiator would postpone initiation of labor contract negotiations and may negatively impact OC San's ability to finalize successor agreements before the MOU's expire on June 30, 2022, which may lead to labor unrest and instability. PRIOR COMMITTEE/BOARD ACTIONS N/A Orange County Sanitation District Page 2 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1928 Agenda Date: 10/27/2021 Agenda Item No: 12. ADDITIONAL INFORMATION OC San has 639 authorized full time equivalent (FTE) staff. Of this total, 571 FTEs are assigned to one of six formal bargaining units which are represented by three recognized employee organizations. Three (3) of the bargaining units are represented by OCEA. OCEA represents 96 OC San employees, who perform para-professional, technical, and administrative jobs. One (1) bargaining unit is represented by Local 501. Local 501 represents 200 OC San employees, who perform operations, maintenance, and other trade-related jobs. The remaining two (2) bargaining units are represented by the SPMG affiliated with the American Federation of State, County, and Municipal Employees (AFSCME). SPMG/AFSCME represent 63 OC San employees that are responsible for supervisory duties across all divisions. In addition, SPMG/AFSCME represent 212 OC San employees holding professional, exempt-level positions who perform analytical work. CEQA N/A FINANCIAL CONSIDERATIONS It is estimated that the cost for labor relations consulting for all negotiations will total $150,000. This request complies with authority levels of OC San's Purchasing Ordinance. This item has been budgeted for FY 2020-21 and FY 2021-22. (Line item: FY 2021-22 Budget Section 5, Page 6; Object Account 53210). ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Liebert Cassidy Whitmore Agreement Orange County Sanitation District Page 3 of 3 Printed on 10/20/2021 powered by LegistarTM AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation("Attorney"), and the ORANGE COUNTY SANITATION DISTRICT ("District"). 1. Conditions This Agreement will not take effect, and Attorney will have no obligation to provide services,until District returns a properly signed and executed copy of this Agreement. 2. Attorney's Services Attorney agrees to provide District with consulting, representational and legal services pertaining to employment relations matters, including representation in negotiations and in administrative and court proceedings, as requested by District or otherwise required by law. 3. Fees, Costs, Expenses In consideration of the labor negotiation services to be provided under this Agreement, the District agrees to pay Attorney retainer fees in the amount of Five Thousand Two Hundred Ninety Dollars ($5,290.00)per month for three bargaining unit negotiations for a period of twelve (12) months. This retainer fee includes up to one hundred seventy-four(174) hours of Attorney time over the term of this agreement. Attorney time in excess of 174 hours and time devoted to post-mediation impasse proceedings, such as factfinding or interest arbitration, will be billed at the regular hourly rates identified below. Attorney's regular hourly rates are from Two Hundred Ten to Three Hundred Eighty Dollars ($210.00 - $380.00) for Attorneys. See Schedule I for a full Fee Schedule. 9813428.1 LC001-009 I The current hourly rate for Laura Kalty is $380.00. Attorney reviews its hourly rates on an annual basis and, if appropriate, adjusts them effective July 1. Attorney will provide the District with written notification of any adjustment in the range of rates. Attorneys, paraprofessionals and litigation support staff bill their time in minimum units of one-tenth of an hour. Other Expenses District agrees to reimburse Attorney for necessary costs and expenses incurred by Attorney on behalf of District. Attorney bills photocopying charges at Fifteen Cents ($0.15)per page. See Schedule I attached. Payment by District against monthly billings is due upon receipt of statements, and is considered delinquent if payment is not received within thirty(30) days of the date of the invoice. 4. Professional Liability Insurance The California Business &Professions Code requires us to inform you whether we maintain errors and omissions insurance coverage applicable to the services to be rendered to you. We hereby confirm that the firm does maintain such insurance coverage. 5. Arbitration of Professional Liability or Other Claims Disputes. If a dispute between District and Attorney arises over fees charged for services, the controversy will be submitted to binding arbitration in accordance with the rules of the California State Bar Fee Arbitration Program, set forth in California Business and Professions Code, sections 6200 through 6206. The arbitrator or arbitration panel shall have the authority to award to the prevailing party attorneys' fees, costs and interest 9813428.1 LC001-009 2 incurred. Any arbitration award may be served by mail upon either side and personal service shall not be required. If a dispute arises between District and Attorney over any other aspect of the attorney-client relationship, including, without limitation, a claim for breach of professional duty, that dispute will also be resolved by arbitration. It is understood that any dispute as to any alleged breach of professional duty(that is, as to whether any legal services rendered under this agreement were allegedly unnecessary, unauthorized, omitted entirely, or were improperly, negligently or incompetently rendered)will be determined by submission to arbitration as provided by California law, and not by a lawsuit or resort to court process except as California law provides for judicial review of arbitration proceedings. Both parties to this agreement, by entering into it, are giving up their constitutional right to have any such dispute decided in a court of law before a jury, and instead are accepting the use of arbitration. Each party is to bear its own attorney's fees and costs. 6. File Retention After our services conclude, Attorney will, upon District's request, deliver the file for the matter to District, along with any funds or property of District's in our possession. If District requests the file for the matter, Attorney will retain a copy of the file at the District's expense. If District does not request the file for this matter, we will retain it for a period of seven(7) years after this matter is closed. If District does not request delivery of the file for this matter before the end of the seven (7) year period, we will have no further obligation to retain the file and may, at our discretion, destroy it without further notice to District. At any point during the seven(7) year period, District may request delivery of the file. 9813428.1 LC001-009 3 7. Assignment This Agreement is not assignable without the written consent of District. 8. Independent Contractor It is understood and agreed that Attorney, while engaged in performing the terms of this Agreement, is an independent contractor and not an employee of District. 9. Authority The signators to this Agreement represent that they hold the positions set forth below their signatures, and that they are authorized to execute this Agreement on behalf of their respective parties and to bind their respective parties hereto. 10. Term The term of this Agreement shall be for Twelve (12)months for the period covering October 1, 2021 through October 31, 2022, and may be modified by mutual agreement of the parties. LIEBERT CASSIDY WHITMORE, ORANGE COUNTY A Professional Corporation SANITATION DISTRICT By: By: Name: Name. John B. Withers Title: Title: Board Chairman Date: Date: 9813428.1 LC001-009 4 I. PUBLIC AGENCY FEE SCHEDULE Hourly Rates (As of Agreement Effective Date) Partners $3 80.00 Senior Counsel $325.00 Associates $210.00 - $305.00 Labor Relations/HR Consultant $240.00 Paraprofessionals & Litigation Support $135.00 - $175.00 I1. COST SCHEDULE 1. Photocopies $0.15 per copy 9813428.1 LC001-009 5 Administration Building STEERING COMMITTEE 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1929 Agenda Date: 10/27/2021 Agenda Item No: 13. FROM: James D. Herberg, General Manager SUBJECT: SUCCESSION MANAGEMENT - EXECUTIVE MANAGEMENT TEAM GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Authorize recruitment and selection for the vacant Director of Operations and Maintenance position. BACKGROUND Orange County Sanitation District's (OC San) present organizational structure was put in place in 2018 in anticipation of the retirement of the Assistant General Manager (AGM) after 20 years with the agency. The approved structure included a second AGM position with responsibility for the Operations and Maintenance (O&M) and Engineering Departments. One of the existing department heads, Rob Thompson, was appointed to the new AGM role while retaining responsibilities as Director of O&M. The Director of Finance and Administrative Services (F&A), Lorenzo Tyner, was appointed to the vacant position created by the AGM's retirement, retaining his duties as Director of F&A and providing oversight to the Environmental Services Department. These changes resulted in a vacant Department Head position that has remained unfilled. While none of the Executive Management Team (EMT) have set a retirement date, a majority of the EMT are eligible for retirement, including the General Manager (GM), with 29 years of service. The GM is recommending filling the vacant Director of O & M position in anticipation of pending retirements and to align our structure with OC San's initiatives and challenges. With retirements expected among the EMT, the opportunity to streamline the EMT structure can be addressed in the next one (1) to three (3) years. RELEVANT STANDARDS • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Plan for and execute succession, minimizing vacant position times Orange County Sanitation District Page 1 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1929 Agenda Date: 10/27/2021 Agenda Item No: 13. PROBLEM With the majority of the EMT eligible for retirement, OC San is faced with a potential loss of leadership continuity in the next 1 to 3 years. In addition to the EMT, most of OC San's managers reporting to the EMT will be eligible to retire within three years. OC San is currently carrying out major projects and initiatives focused on infrastructure maintenance, resource recovery, and operational resiliency. Successful completion of these efforts will require continuity of leadership at the executive management level, particularly in O&M due to the complexity and interrelated nature of the work. PROPOSED SOLUTION Staff has evaluated OC San's organizational structure in anticipation of retirements from the EMT and recommends filling the vacant Director of O&M position as an initial step to ensure organizational stability. Filling the Director of O&M position will relieve the AGM of O&M department head duties. This will allow more focus on the Engineering Department's Capital Improvement Program which is doubling over the next two years, and the program's resultant impacts on O&M. TIMING CONCERNS Most of the EMT are currently eligible to retire, with about half expected to announce their retirement in the next 1 to 3 years. RAMIFICATIONS OF NOT TAKING ACTION OC San would miss the opportunity to strengthen our management structure in advance of expected leadership attrition, which will necessitate a more reactive stance with risk of project delays, infrastructure or operational problems, and other inefficiencies. PRIOR COMMITTEE/BOARD ACTIONS January 2018 - Board approved creation of a second AGM position with responsibility for the O&M and Engineering Departments, and appointment of one of the existing department heads to assume these additional responsibilities; and approved appointment of one of the existing department heads to the existing AGM position, overseeing the Finance & Administrative Services and Environmental Services Departments, upon the retirement of the existing AGM. ADDITIONAL INFORMATION OC San will have more flexibility to streamline the organization should the GM and/or one of the AGMs retire in the next 1 to 3 years. There are multiple options for streamlining the organization depending on the timing of individual retirements. When the second AGM position was created in 2018, OC San eliminated/held open the Director of O&M and Director of Finance positions. This agenda item recommends filling the Director O&M position. In the upcoming budget process, staff will consider recommending that the Director of Finance position be added to the budget as well. Orange County Sanitation District Page 2 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1929 Agenda Date: 10/27/2021 Agenda Item No: 13. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San's Purchasing Ordinance. The Director of O & M position is included in the approved FY 2021-22 budget update. No change to the budget is required for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: N/A Orange County Sanitation District Page 3 of 3 Printed on 10/20/2021 powered by LegistarTM BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1898 Agenda Date: 10/27/2021 Agenda Item No: 14. FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: CONTINUATION OF TELECONFERENCED PUBLIC MEETINGS GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Adopt Resolution No. OC SAN 21-15 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the continuation of Remote Meetings pursuant to Government Code Section 54953". BACKGROUND Under Section 54943(b)(3), a legislative body may use teleconferencing in connection with any meeting if it posts agendas in all teleconference locations, identifies each teleconference location in the meeting notice, makes each teleconference location accessible to the public, and allows members of the public to address the legislative body from each teleconference location. On September 16, 2021, Governor Newsom signed AB 361. The bill amends Government Code Section 54943 to allow legislative bodies to use teleconferencing for public meetings without complying with the requirements of Section 54943(b)(3) if 1) the Governor has proclaimed a state of emergency and the County of Orange recommends social distancing for vulnerable populations, and 2) the legislative body has determined that meeting in person would present an imminent risk to the health of Board members, staff, and the public. The first condition is currently satisfied because the Governor's proclaimed State of Emergency remains in effect, and the County of Orange currently recommends measures to promote social distancing for vulnerable populations. In addition, the following facts support a finding by the Board that meeting in person would present an imminent risk to the health of Board members, staff, and the public: • While effective COVID-19 vaccines are widely available, many Orange County residents have not been vaccinated. • In order to slow down the transmission of COVID-19, public health officials recommend that unvaccinated persons avoid gatherings and practice social distancing. • Some individuals who contract COVID-19 have no symptoms or have only mild symptoms and are therefore unaware that they carry the virus and may be transmitting it to others. Orange County Sanitation District Page 1 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1898 Agenda Date: 10/27/2021 Agenda Item No: 14. • Older adults and individuals with medical conditions are at higher risk of severe illness from COVID-19. • The age, condition, and health of a significant portion of residents within the Orange County Sanitation District's (OC San) jurisdiction place them at risk for serious health complications, including hospitalization and death, from COVID-19. • Younger and otherwise healthy people are also at risk for serious health problems and may transmit COVID-19 to others. In order to hold remote meetings without complying with Section 54943(b)(3), the legislative body must: 1) give notice of the means by which members of the public may access the meeting and offer public comment, 2) provide a call-in or internet based option, and 3) provide an opportunity for the public to address the legislative body in real time. Microsoft Teams will allow OC San to comply with the second and third requirements. RELEVANT STANDARDS • Comply with Government Code Section 54943 • Commitment to safety & reducing risk in all operations • Provide a safe and collegial workplace PROBLEM A recent surge in COVID-19 cases has been reported across California as well as the country. The state of emergency continues to directly impact the ability of the members of the OC San Board of Directors and its Board Committees to meet safely in person, and OC San officials continue to impose or recommend measures to promote social distancing in OC San facilities. PROPOSED SOLUTION OC San staff recommends continuing Board of Directors and its Board Committees meetings to remain fully virtual, provided the public has the ability to participate, and the Board of Directors adopt a resolution every 30 days to continue using the relaxed Brown Act teleconferencing requirements. TIMING CONCERNS If the Resolution is not adopted, Board of Directors and Committee meetings will be required to meet in person pursuant to Government Code Sections 54950, et seq. PRIOR COMMITTEE/BOARD ACTIONS October 2021 - Special Board Meeting Adopted Resolution No. OC SAN 21-14 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing Remote Meetings pursuant to Government Code Section 54953". Orange County Sanitation District Page 2 of 3 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1898 Agenda Date: 10/27/2021 Agenda Item No: 14. ADDITIONAL INFORMATION The Board of Directors must make certain findings by majority vote every 30 days to continue using the relaxed Brown Act teleconferencing requirements pursuant to Government Code Section 54953 (e). CEQA N/A FINANCIAL CONSIDERATIONS Staff will provide an analysis of the financial considerations associated with virtual and hybrid meetings. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Resolution No. OC SAN 21-15 Orange County Sanitation District Page 3 of 3 Printed on 10/20/2021 powered by LegistarT" RESOLUTION NO. OC SAN 21-15 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AUTHORIZING THE CONTINUATION OF REMOTE MEETINGS PURSUANT TO GOVERNMENT CODE SECTION 54953 WHEREAS, Government Code Section 54953(e) allows a legislative body to hold remote meetings through teleconferencing without complying with the requirements of Government Code Section 54953(b)(3), subject to certain conditions and requirements; and WHEREAS, on March 4, 2020, the Governor proclaimed a State of Emergency based on the threat of COVID-19, and the State of Emergency remains in effect; and WHEREAS, based on the threat of COVID-19, the County of Orange recommends measures to promote social distancing for vulnerable populations; and WHEREAS, while effective COVID-19 vaccines are widely available, many Orange County residents have not been vaccinated; and WHEREAS, in order to slow down the transmission COVID-19, public health officials recommend that unvaccinated persons avoid gatherings and practice social distancing; and WHEREAS, some individuals who contract COVID-19 have no symptoms or have only mild symptoms and are therefore unaware that they carry the virus and may be transmitting it to others; and WHEREAS, older adults and individuals with medical conditions are at higher risk of severe illness from COVID-19; and WHEREAS, sustained COVID-19 community transmission continues to occur; and WHEREAS, the age, condition, and health of a significant portion of residents within the Orange County Sanitation District's jurisdiction place them at risk for serious health complications, including hospitalization and death, from COVID-19; and WHEREAS, younger and otherwise healthy people are also at risk for serious health problems and may transmit COVID-19 to others; and OC SAN 21-15-1 WHEREAS, the Board of Directors of the Orange County Sanitation District finds that the conditions stated above have caused, and will continue to cause, conditions of peril to the safety of persons within the Orange County Sanitation District that are likely beyond the control of services, personnel, equipment, and facilities of the Orange County Sanitation District. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The above recitals are true and correct and are incorporated herein by reference. Section 2. The conditions described in Government Code Section 54953(e) are present, in that (a) the Governor has proclaimed a state of emergency and the County of Orange recommends social distancing for vulnerable populations, and (b) the Board of Directors has determined that meeting in person would present an imminent risk to the health of Board members, staff, and the public based on the circumstances described above. Section 3. The Board of Directors and the Committees of the legislative body shall conduct its meetings as authorized by Government Code Section 54953(e) and comply with the requirements set forth therein. Section 4. The General Manager of the Orange County Sanitation District is authorized and directed to take all actions necessary to carry out the intent and purpose of this Resolution, including conducting open and public meetings in accordance with Government Code Section 54953(e) and other applicable provisions of the Brown Act. Section 5. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED at a Regular meeting of the Board of Directors held October 27, 2021. John B. Withers Board Chairman OC SAN 21-15-2 ATTEST: Kelly A. Lore, MMC Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel OC SAN 21-15-3 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 21-15 was passed and adopted at a regular meeting of said Board on the 27t" day of October 2021 , by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th day of October 2021 . Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OC SAN 21-15-4 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1930 Agenda Date: 10/27/2021 Agenda Item No: CS-1 FROM: James D. Herberg, General Manager SUBJECT: CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 RECOMMENDATION: Convene in Closed Session: Agency Designated Representatives: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, and Director of Human Resources Celia Chandler. Employee Organizations: International Union of Operating Engineers Local 501, Orange County Employees Association, Supervisory and Professional Management Group, and unrepresented: Confidential, Managers, and Executive Managers. BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. 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 the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information RELEVANT STANDARDS • Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Memorandum from General Counsel Orange County Sanitation District Page 1 of 1 Printed on 10/20/2021 powered by LegistarTM RITA WOODRUFF, $PRADLIN SMART c .555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 20, 2021 RE: Closed Session Items The Board of Directors will hold a closed session on October 27, 2021 for the purpose of conferring with its labor negotiators to discuss negotiations with the International Union of Operating Engineers Local 501, the Orange County Employees Association, the Supervisory and Professional Management Group, and unrepresented: Confidential, Managers, and Executive Managers. The Agency Designated Representatives are Jim Herberg, Lorenzo Tyner, and Celia Chandler. The closed session will be held pursuant to authority of California Government Code Section 54957.6. Respect submitted, By. Bradley It. Hogin, Gederal Counsel 1425979.1 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1931 Agenda Date: 10/27/2021 Agenda Item No: CS-2 FROM: James D. Herberg, General Manager SUBJECT: CONFERENCE WITH REAL PROPERTY NEGOTIATORS - GOVERNMENT CODE SECTION 54956.8 RECOMMENDATION: Convene in Closed Session: Property: 7292 Slater Avenue Huntington Beach, CA - APN No. 110-010-39 Agency negotiators: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, and Assistant General Manager Rob Thompson Negotiating parties: Northington Huntington Beach Investors LLC Under negotiation: Price and terms of payment BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. 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 the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS • Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Memorandum from General Counsel Orange County Sanitation District Page 1 of 1 Printed on 10/20/2021 powered by LegistarTM WOODRUFF, SPRADUN G$MART 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 20, 2021 RE: Closed Session Items The Board of Directors will hold a closed session on October 27, 2021 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and property are as follows: 7292 Slater Avenue Huntington Beach, CA—APN No. 110-010-39. The District's negotiators are General Manager Jim Herberg,Assistant General Manager Lorenzo Tyner, and Assistant General Manager Rob Thompson. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /4 4 Bradle R. Hogin, general Counsel 1395680.1 Administration Building BOARD OF DIRECTORS 10844 Ellis Avenue Fountain Valley,CA 92708 ' AN (714)593-7433 owANGECoUN ��,TpT Agenda Report File #: 2021-1932 Agenda Date: 10/27/2021 Agenda Item No: CS-3 FROM: James D. Herberg, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 3 A. Gilbert Barela v. Orange County Sanitation District; Steve Thornburg; Roy Reynolds; and Does 1-100, inclusive. Superior Court of California, County of Orange, Case No. 30-2021-01220927 -CU-WT-CJC. B. Heidi M. Janz v. Orange County Sanitation District; Its Board of Directors, Officers, Officials, Agents and Celia Chandler, Director of Human Resources and Does 1 through 10, Superior Court of California, County of Orange, Case No. 30-2021-01208616-CU-OE-CJC. C. Raul Palazuelos v. Orange County Sanitation District, a government entity; Richard Kwiecien, an individual; and Does 1 through 100, inclusive. Superior Court of California, County of Orange, Case No. 30-2021-01217839-CU-OE-CJC. BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. 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 the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS • Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted Orange County Sanitation District Page 1 of 2 Printed on 10/20/2021 powered by LegistarTM File #: 2021-1932 Agenda Date: 10/27/2021 Agenda Item No: CS-3 ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Memoranda from General Counsel Orange County Sanitation District Page 2 of 2 Printed on 10/20/2021 powered by LegistarTM RITA WOODRUFF, $PRADLIN SMART c .555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 20, 2021 RE: Closed Session Items The Board of Directors desires to hold a closed session October 27, 2021 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is Gilbert Barela v. Orange County Sanitation District; Steven Thornburg; Roy Reynolds; and Does 1-100, inclusive, Superior Court of California, County of Orange, Case No. 30-2021-01220927. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted, By Bradley/R. Hogin, eneral Counsel 1411290.1 RITA WOODRUFF, $PRADLIN SMART c .555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 20, 2021 RE: Closed Session Items The Board of Directors desires to hold a closed session October 27, 2021 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a parry. The title of the case is Heidi M. Janz v. Orange County Sanitation District; its Board of Directors, Officers, Officials, Agents and Celia Chandler, Director of Human Resources; and Does 1-10, inclusive, Superior Court of California, County of Orange, Case No. 30-2021-01208616. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted, By _ A,/� Bradle R. Hogin, eneral Counsel 1411290.1 RITA WOODRUFF, $PRADLIN SMART c .555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 20, 2021 RE: Closed Session Items The Board of Directors desires to hold a closed session October 27, 2021 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is Raul Palazuelos v. Orange County Sanitation District; a government entity; Richard Kwiecien, an individual; and Does I-100, inclusive, Superior Court of California, County of Orange, Case No. 30-2021-01217839 The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted, By Bradley/R. Hogin, eneral Counsel 1411290.1 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1933 Agenda Date: 10/27/2021 Agenda Item No: CS-4 FROM: James D. Herberg, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(4) RECOMMENDATION: Convene in Closed Session: Number of Potential Cases: 1 Potential initiation of eminent domain litigation regarding property owned by Bayside Village Marina, LLC. BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. 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 the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS • Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Memorandum from General Counsel Orange County Sanitation District Page 1 of 1 Printed on 10/20/2021 powered by LegistarTM RITA WOODRUFF, $PRADLIN SMART c .555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 20, 2021 RE: Closed Session Items The Board of Directors desires to hold a closed session on October 27, 2021 for the purpose of conferring with its legal counsel regarding potential litigation. Based on existing facts and circumstances, the Board is deciding whether to initiate litigation against another party. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(4). The facts and circumstances are as follows. The District is planning to construct the Bay Bridge Pump Station and Force Mains Rehabilitation Project. In order to construct the project, the District must acquire certain property and easements adjacent to the current pump station. Negotiations with the property owner have proven unsuccessful, so the Board of Directors must meet to consider possible initiation of an eminent domain action. Respectfully submitted, By1,,017 /4,t Bradl R. Hogm eneral Counsel 1114541.2 BOARD OF DIRECTORS Administration Building 10844 Ellis Avenue SAIV Fountain Valley, CA 92708 ORANGE COUNTY SANITATION DISTRICT Agenda Report (714)593 7433 File #: 2021-1934 Agenda Date: 10/27/2021 Agenda Item No: CS-5 FROM: James D. Herberg, General Manager SUBJECT: CONFERENCE WITH REAL PROPERTY NEGOTIATORS - GOVERNMENT CODE SECTION 54956.8 RECOMMENDATION: Convene in Closed Session: Property: Portions of 300 East Coast Highway, Newport Beach, CA; APN No. 440-132-60. Agency negotiators: General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Millea, and Controller Wally Ritchie. Negotiating parties: Bayside Village Marina, LLC Under negotiation: Price and terms of payment BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. 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 the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS • Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: • Memorandum from General Counsel Orange County Sanitation District Page 1 of 1 Printed on 10/20/2021 powered by LegistarTM WOODRUFF, SPRADUN G$MART 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: October 20, 2021 RE: Closed Session Items The Board of Directors will hold a closed session on October 27, 2021 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and property are as follows: portions of 300 East Coast Highway,Newport Beach, CA -APN No. 440-132-60. The District's negotiators are General Manager, Jim Herberg; Assistant General Manager, Lorenzo Tyner; Assistant General Manager, Rob Thompson; Director of Engineering, Kathy Millea; and Controller Wally Ritchie. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. G�, 4 Bradle R. Hogin, lKeneral Counsel 1395680.1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California LOS Level Of Service RFP Request For Proposal Water Agencies APWA American Public Works MGD Million Gallons Per Day RWQCB Regional Water Quality Association Control Board AQMD Air Quality Management MOU Memorandum of SARFPA Santa Ana River Flood District Understanding Protection Agency ASCE American Society of Civil NACWA National Association of Clean SARI Santa Ana River Engineers Water Agencies Interceptor BOD Biochemical Oxygen Demand NEPA National Environmental Policy SARWQCB Santa Ana Regional Water Act Quality Control Board California Air Resources Non-Governmental Santa Ana Watershed CARB Board NGOs Organizations SAWPA Project Authority CASA California Association of NPDES National Pollutant Discharge SCADA Supervisory Control And Sanitation Agencies Elimination System Data Acquisition National Water Research Southern California CCTV Closed Circuit Television NWRI Institute SCAP Alliance of Publicly Owned Treatment Works CEQA California Environmental O& M Operations&Maintenance SCAQMD South Coast Air Quality Quality Act Management District Capital Improvement Orange County Council of SOCWA South Orange County CIP Program OCCOG Governments Wastewater Authority CRWQCB California Regional Water OCHCA Orange County Health Care SRF Clean Water State Quality Control Board Agency Revolving Fund CWA Clean Water Act OCSD Orange County Sanitation SSMP Sewer System District Management Plan CWEA California Water Environment OCWD Orange County Water District SSO Sanitary Sewer Overflow Association EIR Environmental Impact Report OOBS Ocean Outfall Booster Station SWRCB State Water Resources Control Board EMT Executive Management Team OSHA Occupational Safety and TDS Total Dissolved Solids Health Administration US Environmental Protection Professional EPA Agency PCSA Consultant/Construction TMDL Total Maximum Daily Load Services Agreement FOG Fats, Oils, and Grease PDSA Professional Design Services TSS Total Suspended Solids Agreement Per-and Polyfluoroalkyl Waste Discharge gpd gallons per day PFAS Substances WDR Requirements GWRS Groundwater Replenishment PFOA Perfluorooctanoic Acid WEF Water Environment System Federation Water Environment& ICS Incident Command System PFOS Perfluorooctanesulfonic Acid WERF Reuse Foundation IERP Integrated Emergency POTW Publicly Owned Treatment WIFIA Water Infrastructure Response Plan Works Finance and Innovation Act Water Infrastructure JPA Joint Powers Authority ppm parts per million WIIN Improvements for the Nation Act Local Agency Formation PSA Professional Services WRDA Water Resources LAFCO Commission I Agreement I Development Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (D/T) —The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and OCSD provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE (LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the GWRS process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP(NBP)—An alliance of the NACWA and WEF,with advisory support from the EPA. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PER-AND POLYFLUOROALKYL SUBSTANCES (PFAS) — A large group (over 6,000) of human-made compounds that are resistant to heat,water,and oil and used for a variety of applications including firefighting foam,stain and water-resistant clothing, cosmetics, and food packaging. Two PFAS compounds, perfluorooctanesulfonic acid (PFOS)and perfluorooctanoic acid (PFOA) have been the focus of increasing regulatory scrutiny in drinking water and may result in adverse health effects including developmental effects to fetuses during pregnancy, cancer, liver damage, immunosuppression,thyroid effects, and other effects. PERFLUOROOCTANOIC ACID (PFOA) — An ingredient for several industrial applications including carpeting, upholstery, apparel, floor wax, textiles, sealants,food packaging, and cookware(Teflon). PERFLUOROOCTANESULFONIC ACID (PFOS)—A key ingredient in Scotchgard, a fabric protector made by 3M, and used in numerous stain repellents. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS (POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR (SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal,after treatment. SANITARY SEWER—Separate sewer systems specifically for the carrying of domestic and industrial wastewater. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.