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HomeMy WebLinkAbout10-13-2021 Administration Committee Meeting Complete Agenda Packet 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. OC ~SAN ORANGE COUNTY SANITATION DISTRICT 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: 137 965 081# 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 using *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@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! October 6, 2021 NOTICE OF MEETING ADMINISTRATION COMMITTEE ORANGE COUNTY SANITATION DISTRICT Wednesday, October 13, 2021 – 5:00 P.M. ACCESSIBILITY FOR THE GENERAL PUBLIC Your participation is always welcome. Specific information as to how to 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 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. A regular meeting of the Administration Committee of the Orange County Sanitation District will be held in the manner indicated herein on Wednesday, October 13, 2021 at 5:00 p.m. 0 ~SAN 10844 Ellis Avenue Fountain Valley, CA 92708 714.962.2411 ORANGE COUNTY SANITATION DISTRICT www.ocsan.gov Our Mission: To protect public health and the environment by providing effective wastewater collection, treatment, and recycling. Serving: Anaheim Brea Buena Park Cypress Fountain Valley Fullerton Garden Grove Huntington Beach Irvine La Habra La Palma Los Alamitos Newport Beach Orange Placentia Santa Ana Seal Beach Stanton Tustin Villa Park County of Orange Costa Mesa Sanitary District Midway City Sanitary District Irvine Ranch Water District Yorba Linda Water District ADMINISTRATION COMMITTEE MEETING DATE BOARD MEETING DATE 10/13/21 10/27/21 11/10/21 11/17/21 * 12/08/21 12/15/21 * JANUARY DARK 01/26/22 02/09/22 02/23/22 03/09/22 03/23/22 04/13/22 04/27/22 05/11/22 05/25/22 06/08/22 06/22/22 07/13/22 07/27/22 AUGUST DARK 08/24/22 09/14/22 09/21/22 * Meeting will be held on the third Wednesday of the month ROLL CALL ADMINISTRATION COMMITTEE Finance, Information Technology, Environmental Services and Human Resources Meeting Date: October 13, 2021 Time: 5:00 p.m. Adjourn: COMMITTEE MEMBERS (13) Glenn Parker, Chair Anthony Kuo, Vice-Chair Brad Avery Art Brown Kim Carr Mark Chirco Rose Espinoza Marshall Goodman Patrick Harper Andrew Nguyen David Shawver John Withers (Board Chair) Chad Wanke (Board Vice-Chair) OTHERS Brad Hogin, General Counsel STAFF 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 Kelly Lore, Clerk of the Board ORANGE COUNTY SANITATION DISTRICT Effective 7/13/2021 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE 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 ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, October 13, 2021 - 5:00 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, ltyner@ocsan.gov / (714) 593-7550 Asst. General Manager: Rob Thompson, rthompson@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, lwiborg@ocsan.gov / (714) 593-7450 OC ~SAN ORANGE COUNTY SANITATION DISTRICT ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, October 13, 2021 CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL AND DECLARATION OF QUORUM: 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/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. REPORTS: The Committee 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. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.2021-1875APPROVAL OF MINUTES RECOMMENDATION: Approve Minutes of the Regular Meeting of the Administration Committee held September 8, 2021. Originator:Kelly Lore Page 1 of 3 ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, October 13, 2021 Agenda Report 09-08-2021 Administration Committee Minutes Attachments: 2.2021-1859MAXIMO MOBILE SOLUTION FOR WAREHOUSE RECOMMENDATION: Recommend to the Board of Directors to: 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 Agenda Report DRAFT CS-2021-1257BD Software Agreement DRAFT 3rd Party InterPro Software Agreement Attachments: 3.2021-1862RENEWAL OF ESRI GIS ENTERPRISE LICENSE AGREEMENT SUBSCRIPTION AND SUPPORT RECOMMENDATION: Recommend to the Board of Directors to: 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 Agenda Report ESRI Amendment No. 2 Attachments: NON-CONSENT: 4.2021-1837WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2022A RECOMMENDATION: Recommend to the Board of Directors to: 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 Page 2 of 3 ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, October 13, 2021 Agenda ReportAttachments: INFORMATION ITEMS: 5.2021-1887HUMAN RESOURCES: RISK MANAGEMENT RECOMMENDATION: Information Item. Originator:Celia Chandler Agenda Report Presentation - HR Risk Management Attachments: DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. 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 meeting until the Regular Meeting of the Administration Committee on November 10, 2021 at 5:00 p.m. Page 3 of 3 ADMINISTRATION COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1875 Agenda Date:10/13/2021 Agenda Item No:1. 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 Regular Meeting of the Administration Committee 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 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 Administration Committee meeting held September 8, 2021 Orange County Sanitation District Printed on 10/5/2021Page 1 of 1 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT Orange County Sanitation District Minutes for the ADMINISTRATION COMMITTEE Wednesday, September 8, 2021 5:00 PM Board Room Administration Building 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 OC ~SAN ORANGE COUNTY SANITATION DISTRICT ADMINISTRATION COMMITTEE Minutes September 8, 2021 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 TO THE PRE-APPROVED OEM SOLE SOURCE LIST 2021-1805 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 Arcsafe - 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 COMMITTEE Minutes September 8, 2021 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 COMPLIANCE UPDATE 2021-1834 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 COMMITTEE Minutes September 8, 2021 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 CODE SECTION 54957) 2021-1776 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: __________________ Kelly A. Lore, MMC Clerk of the Board Page 4 of 4 ADMINISTRATION COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1859 Agenda Date:10/13/2021 Agenda Item No:2. FROM:James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: MAXIMO MOBILE SOLUTION FOR WAREHOUSE GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: 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%). 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 Printed on 10/6/2021Page 1 of 3 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2021-1859 Agenda Date:10/13/2021 Agenda Item No:2. 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 evaluation team reviewed and scored the proposals based upon the criteria 1,2,and 3.As one firm Orange County Sanitation District Printed on 10/6/2021Page 2 of 3 powered by Legistar™ File #:2021-1859 Agenda Date:10/13/2021 Agenda Item No:2. 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 (Max 20%) Criterion 2 (Max 20%) Criterion 3 (Max 30%) Subtotal Score (Max 70%) 1 Total Resource Management, Inc. 19%18%27%64% 2 Sedin Technologies, Inc.16%15%23%54% 3 3Di, 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: ·Draft Professional Services Agreement ·Draft InterPro Solutions Subscription Agreement Orange County Sanitation District Printed on 10/6/2021Page 3 of 3 powered by Legistar™ Orange County Sanitation District 1 of 19 Specification No. CS-2021-1257BD Revision 063021 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 510 King Street, Suite 200 Alexandria, VA 22314 (hereinafter referred to as "Consultant") collectively referred to as the "Parties". W I T N E S S E T H 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 2 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 3 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 4 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” Maximo 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 charge beyond the total amount of the Agreement. Orange County Sanitation District 5 of 19 Specification No. CS-2021-1257BD Revision 063021 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 Consultant application software licensed under this Agreement on any equipment at Orange County Sanitation District 6 of 19 Specification No. CS-2021-1257BD Revision 063021 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)Registration 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 7 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@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 onbe 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. 13. Extensions The term of this Agreement may be extended only by written instrument signed by both Parties. Orange County Sanitation District 8 of 19 Specification No. CS-2021-1257BD Revision 063021 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. 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. Orange County Sanitation District 9 of 19 Specification No. CS-2021-1257BD Revision 063021 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 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 Orange County Sanitation District 10 of 19 Specification No. CS-2021-1257BD Revision 063021 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 not limited to: 18.6.1.1. System is down 18.6.1.2. Application, module or Interface is down or non-operational Orange County Sanitation District 11 of 19 Specification No. CS-2021-1257BD Revision 063021 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 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, Orange County Sanitation District 12 of 19 Specification No. CS-2021-1257BD Revision 063021 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. 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, Orange County Sanitation District 13 of 19 Specification No. CS-2021-1257BD Revision 063021 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. Infringement 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 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 Orange County Sanitation District 14 of 19 Specification No. CS-2021-1257BD Revision 063021 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. 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 Orange County Sanitation District 15 of 19 Specification No. CS-2021-1257BD Revision 063021 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 Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 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 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, Orange County Sanitation District 16 of 19 Specification No. CS-2021-1257BD Revision 063021 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 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 Orange County Sanitation District 17 of 19 Specification No. CS-2021-1257BD Revision 063021 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. Damage 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 Reporting 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 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. Orange County Sanitation District 18 of 19 Specification No. CS-2021-1257BD Revision 063021 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 19 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. 510 King Street, Suite 200 Alexandria, VA 22314 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: EXHIBIT A Specification No. CS-2021-1257BD EXHIBIT A SCOPE OF WORK For Maximo Mobile Solution EXHIBIT A Page 1 of 7 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 2 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 3 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 4 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 5 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 6 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 7 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, and Integration NTP + 90 Calendar Days 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 InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com SOFTWARE SUBSCRIPTION AGREEMENT This Software Subscription Agreement (“Agreement”), dated as of __________ (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”), and Orange County Sanitation District with a principal place of business located at 10844 Ellis Avenue, Fountain Valley, CA 92708 (“Customer”). InterPro and Customer 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 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. 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. INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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. 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 or any third party any intellectual property rights or other right, title, or interest in or to the Software or related intellectual property. INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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, 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 InterPro’s 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 and 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. 4. Installation The Software must be installed either by InterPro staff, TRM 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 INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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 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 INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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 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 has given written notice of any claim, action, or allegation of infringement to InterPro within thirty (30) days after Customer first receives 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 for any settlement or compromise made without InterPro’s prior written consent. Customer shall give such assistance and information as InterPro may reasonably require in settling or opposing such claims. Customer 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 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 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 an amount equal to a pro-rata portion of the Subscription Fee paid to InterPro for the Subscription Term. InterPro and Customer 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. 7.1.1 Exclusions. InterPro will not be liable to Customer under 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. 7.1.2 Sole Remedy. SECTION 7.1 SETS FORTH CUSTOMER’S SOLE 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-party claim that any Customer data, or any use of Customer data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any third-party claims based on Customer's or any User's or any Authorized Third Party’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 INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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 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 Engineering. 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 of the Parties, 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 the Parties. The terms Initial Subscription Term and Renewal Subscription Term will be collectively referred to in this Agreement as the “Subscription Term”. INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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. 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, either Party may disclose or make available to the 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 INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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 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 either Party be liable to the other Party, 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. INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com 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 is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts located in the Commonwealth of Massachusetts in each case located in the city of Boston and County of Suffolk, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 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 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] INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com InterPro Solutions, LLC [Customer] ____________________________________ ____________________________________ Signature Signature ____________________________________ ____________________________________ Printed Name Printed Name ____________________________________ ____________________________________ Title Title ____________________________________ ____________________________________ Date Date INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com EXHIBIT A Territory: • United States InterPro Software: • EZMaxMobile • Cloud Services Bundle INT8 ?RO SOLUTIONS--------- InterPro Solutions | 105 Central Street Stoneham, MA 02180 | Telephone 781.213.1166 | InterProSoft.com SCHEDULE 1 Subscription Terms Subscription License Tier: 10 Users Initial Subscription Term: [60 months] Start Date: [ ] End Date: [ ] 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. INT8 ?RO SOLUTIONS--------- ADMINISTRATION COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1862 Agenda Date:10/13/2021 Agenda Item No:3. 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: Recommend to the Board of Directors to: 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 Printed on 10/5/2021Page 1 of 2 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2021-1862 Agenda Date:10/13/2021 Agenda Item No:3. 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 Printed on 10/5/2021Page 2 of 2 powered by Legistar™ Amendment 2 To Agreement 334620 Page 1 of 3 00181632.2 Orange County Sanitation District (“OCSD”) and Environmental Systems Research Institute, Inc. (“Esri”) have entered into Enterprise Agreement for Term Licenses No 334620 (the “EA”) 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 expiringon 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, thefollowing appendices are updated with new appendices, both attached hereto and incorporated herein byreference: 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. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Signature: Printed Name: Title: ORANGE COUNTY SANITATION DISTRICT Signature: Printed Name: John B. Withers Title: Board Chairman Date: Date: THE SCIENCE OF WHERE• Page 2 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 Product Total Qty. to Be 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 Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS GIS Server: Advanced, Standard, Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server, ArcGIS GeoEvent Server Uncapped ArcGIS Monitor Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop, ArcGIS for Maritime, Charting and ArcGIS for Maritime Bathymetry Uncapped Table A-2 EA Products (Term Licenses)—Capped Quantities Product Rolled-In Qty. (if applicable) Qty. to Be Deployed Total ArcGIS Data Interoperability Desktop Extension: Single Use Licenses N/A 2 2 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 Subscription N/A 1 1 ArcGIS Enterprise User Types: Creator User Type N/A 15 15 Product Number of Subscriptions Named Users per Subscription Annual Credits per Subscription ArcGIS Online User Types: Organizational Subscription 1 150 Creator User Types 75,000 Page 3 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 Extended Term of EA Three (3) years from December 31, 2021 through December 30, 2024. I ADMINISTRATION COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1837 Agenda Date:10/13/2021 Agenda Item No:4. FROM:James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2022A GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: 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 Printed on 10/5/2021Page 1 of 4 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2021-1837 Agenda Date:10/13/2021 Agenda Item No:4. 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 Printed on 10/5/2021Page 2 of 4 powered by Legistar™ File #:2021-1837 Agenda Date:10/13/2021 Agenda Item No:4. 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 (1) Series 2021A 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 Call Date 2012B 02/01/2023 $ 1,605,000 4.00%02/01/2022 2012B 02/01/2024 1,630,000 3.00%02/01/2022 2012B 02/01/2025 1,715,000 3.00%02/01/2022 2012B 02/01/2026 1,720,000 3.00%02/01/2022 2012A 02/01/2031 28,990,000 3.00%02/01/2022 2012A 02/01/2032 29,055,000 4.00%02/01/2022 2012A 02/01/2033 42,600,000 4.00%02/01/2022 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 series (Series 2012A and Series 2012B)comprising the 2012 Revenue Obligations can be combined Orange County Sanitation District Printed on 10/5/2021Page 3 of 4 powered by Legistar™ File #:2021-1837 Agenda Date:10/13/2021 Agenda Item No:4. series (Series 2012A and Series 2012B)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: N/A Orange County Sanitation District Printed on 10/5/2021Page 4 of 4 powered by Legistar™ ADMINISTRATION COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1887 Agenda Date:10/13/2021 Agenda Item No:5. FROM:James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: HUMAN RESOURCES: RISK MANAGEMENT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Information Item. BACKGROUND Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month’s topic: Orange County Sanitation District Human Resources: Risk Management. RELEVANT STANDARDS ·Commitment to safety & reducing risk in all operations ·Provide a safe and collegial workplace ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: ·Presentation Orange County Sanitation District Printed on 10/5/2021Page 1 of 1 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT 10/5/2021 1 Human Resources: Risk Management Presented By:  John Frattali,  Safety and Health  Supervisor Administration  Committee October 13, 2021 Core Business Functions SecuritySafety &  Health Emergency Management 2 1 2 10/5/2021 2 •Oversees both operational and construction  safety •Develops and implements policies and  procedures to ensure a safe work environment •Provides job specific safety training •Conducts audits, inspections, and incident  investigations •Reviews and approves of all high hazard work •Conducts design and specification reviews •Regulatory Liaison (i.e., Cal OSHA, Fire  Department) •COVID‐19 Response and Recovery •Pursuing safety excellence through  coordination and application to Cal OSHA’s  Voluntary Protection Program (Cal VPP) Safety &  Health 3 What is VPP? OSHA Initiative Labor – Management – Government Performance Based Two Major Programs •STAR •REACH 4 3 4 10/5/2021 3 Improved employee morale and motivation to work  safely Improved labor and management relations Community recognition and esteemed public image Improved quality of work and productivity  Improved partnership with Cal/OSHA Reduction in injuries and illness Exemption from routine Cal/OSHA programmed  inspections Networking with government and industry Lower workers’ compensation and other insurance costs Potential Benefits of VPP 5 The Six Elements  Management  Commitment Employee  Involvement  Worksite Analysis Hazard Prevention  and Control Health and Safety  Training Continual  Improvement 6 5 6 l I I 10/5/2021 4 •Developed, implemented, and  maintains the Integrated Emergency  Response Plan (IERP) and Continuity of  Operations Plan (COOP) •Collaborations with local agencies and  municipalities, such as the Water  Emergency Response Organization of  Orange County (WEROC) for mutual  aid and resources  •Conducts emergency response  exercises to ensure staff are prepared  and ready for responding to workplace  emergencies Emergency  Management 7 •Exercise Date: April 28, 2021 •Exercise Description: Contractor digging along pipeline right of way  between Plant 1 and Plant 2, struck the pipeline causing explosion,  damage to neighborhood, and contractor fatalities.  •Exercise Objectives: 1. Coordinate the emergency response and shutdown of the IDGP in accordance with Department of Transportation (DOT) standards 2. Report incident in accordance with the Pipeline and Hazardous Material  Safety Administration (PHMSA)  3. Maintain command, control, and coordination structures, consistent with  the National Incident Management System (NIMS) to stabilize the incident and transition to recovery. 4. Mobilize all critical resources and establish command, control and  coordination structures within the affected community and across OC San service area throughout the duration of an incident. 5. Engage the whole organization as appropriate in the development of executable strategic, operational, and/or tactical‐level approaches to meet defined objectives. 6. Provide all decision makers with decision‐relevant information regarding the nature and extent of hazard, any cascading effects, and the status of the response.  Interplant Digester Gas Pipeline (IDGP) Emergency  Response Exercise 8 7 8 10/5/2021 5 Exercise Strengths •Appropriate notification made to alert OC San personnel and leadership teams. Low pressure information utilities to formulate and shutdown the pipeline.  •EOC was activated within 11 minutes of the incident, with full organization structure established and roles and responsibilities detailed.  •Staff identified that incident would be long‐term and advised on formulating long‐term record plan within first hour of response. •Consultant notified of emergency which started notifications to PHMSA.  •Field personnel effectively communicated up the chain to acquisition materials and equipment.  Areas for Improvement  •Consider updating procedure for closing DOT regulated valve immediately after isolation of non‐ DOT regulated valve.  •Shutdown and isolation process lacks the ability to isolate the Plant and blowdown upstream and downstream at one centralized location while monitoring pressure in the pipeline. •Provide clarity and direction with information sharing over the radio; inconsistent between  plants.  •Procedure lacks ability to isolate plant and blowdown ad different locations along the pipeline. •Action planning did not fully occur, where emphasis was mostly placed on operations which lessened develop of the incident action plan which consists of formulating objectives and  operational activities for next operational period. IDGP Emergency Response Exercise [contd.] 9 Exercise Improvement Plan •Conduct tabletop emergency response exercises (TTX) for the IDGP, focusing on  potential hazards that could occur, with implementation of Incident Command,  Planning, field operations, and plant safety procedures into TTX scenarios.  •Conduct annual reviews of SOPs / EOPs related to the IDGP and ensure procedures  remain in compliance with DOT regulations.  •Assess viability and project to augment OQ valve flange sections with a tee, blowoff  valve, and pressure gauge. •Conduct review of ICS Forms and how the ICS Forms help formulate and plan  response activities and safety plan updates. Integrate form training in TTX exercises  and scenario‐based training.  •Implement refresher online ICS training via FEMA Independent Study or conducting in  person refresher training on Section roles and responsibilities, including EOC Action  Planning and Future Planning.  IDGP Emergency Response Exercise [contd.] 10 9 10 l 10/5/2021 6 •Manages third‐party security vendor  who monitors the physical campus,  which includes patrols and video  surveillance •Oversees Security Advisory Committee  (Physical and Cyber Threats)  •Manages door access, assignment of  badges, and parking.  •Assists Engineering with physical  security on new projects. Security 11 • Developed in May 2020 • Requires site risk assessment during design, utilizing customized Risk Assessment Scorecard. • Physical security components recommended based on risk-level • Provides consistent descriptions and features for OC San’s construction projects. Physical Security Plan 12 11 12 10/5/2021 7 Questions ? 13 13 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California Water Agencies LOS Level Of Service RFP Request For Proposal APWA American Public Works Association MGD Million Gallons Per Day RWQCB Regional Water Quality Control Board AQMD Air Quality Management District MOU Memorandum of Understanding SARFPA Santa Ana River Flood Protection Agency ASCE American Society of Civil Engineers NACWA National Association of Clean Water Agencies SARI Santa Ana River Interceptor BOD Biochemical Oxygen Demand NEPA National Environmental Policy Act SARWQCB Santa Ana Regional Water Quality Control Board CARB California Air Resources Board NGOs Non-Governmental Organizations SAWPA Santa Ana Watershed Project Authority CASA California Association of Sanitation Agencies NPDES National Pollutant Discharge Elimination System SCADA Supervisory Control And Data Acquisition CCTV Closed Circuit Television NWRI National Water Research Institute SCAP Southern California Alliance of Publicly Owned Treatment Works CEQA California Environmental Quality Act O & M Operations & Maintenance SCAQMD South Coast Air Quality Management District CIP Capital Improvement Program OCCOG Orange County Council of Governments SOCWA South Orange County Wastewater Authority CRWQCB California Regional Water Quality Control Board OCHCA Orange County Health Care Agency SRF Clean Water State Revolving Fund CWA Clean Water Act OCSD Orange County Sanitation District SSMP Sewer System Management Plan CWEA California Water Environment Association OCWD Orange County Water District SSO Sanitary Sewer Overflow EIR Environmental Impact Report OOBS Ocean Outfall Booster Station SWRCB State Water Resources Control Board EMT Executive Management Team OSHA Occupational Safety and Health Administration TDS Total Dissolved Solids EPA US Environmental Protection Agency PCSA Professional Consultant/Construction Services Agreement TMDL Total Maximum Daily Load FOG Fats, Oils, and Grease PDSA Professional Design Services Agreement TSS Total Suspended Solids gpd gallons per day PFAS Per- and Polyfluoroalkyl Substances WDR Waste Discharge Requirements GWRS Groundwater Replenishment System PFOA Perfluorooctanoic Acid WEF Water Environment Federation ICS Incident Command System PFOS Perfluorooctanesulfonic Acid WERF Water Environment & Reuse Foundation IERP Integrated Emergency Response Plan POTW Publicly Owned Treatment Works WIFIA Water Infrastructure Finance and Innovation Act JPA Joint Powers Authority ppm parts per million WIIN Water Infrastructure Improvements for the Nation Act LAFCO Local Agency Formation Commission PSA Professional Services Agreement WRDA Water Resources 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) – A joint water reclamation project that proactively responds to Southern California’s current and future water needs. This joint project between the Orange County Water District and 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.