HomeMy WebLinkAbout10-07-09 Board Packet (Part 1)OTAY WATER DISTRICT
BOARD OF DIRECTORS MEETING
DISTRICT BOARDROOM
2554 SWEETWATER SPRINGS BOULEVARD
SPRING VALLEY,CALIFORNIA
WEDNESDAY
October 7,2009
3:30 P.M.
AGENDA
1.ROLL CALL
2.PLEDGE OF ALLEGIANCE
3.APPROVAL OF AGENDA
4.ASSOCIATION OF CALIFORNIA WATER AGENCIES PRESENTATION
(TIMOTHY QUINN,EXECUTIVE DIRECTOR)
5.APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF JULY 1,2009
6.PUBLIC PARTICIPATION -OPPORTUNITY FOR MEMBERS OF THE PUBLIC TO
SPEAK TO THE BOARD ON ANY SUBJECT MATTER WITHIN THE BOARD'S
JURISDICTION BUT NOT AN ITEM ON TODAY'S AGENDA
CONSENT CALENDAR
7.ITEMS TO BE ACTED UPON WITHOUT DISCUSSION,UNLESS A REQUEST IS
MADE BY A MEMBER OF THE BOARD OR THE PUBLIC TO DISCUSS A PAR-
TICULAR ITEM:
a)ADOPT RESOLUTION NO.4149 REVISING BOARD OF DIRECTORS
POLICIES 14,USE OF DISTRICT VEHICLES AND CAR ALLOWANCE;
AND 19,TOBACCO FREE CAMPUS
b)APPROVE REPLACING THE CURRENT PPO (SILVER PLAN)WITH A
NEW HMO THROUGH THE DISTRICT'S HEALTH BENEFITS INSURER,
SPECIAL DISTRICT RISK MANAGEMENT AUTHORITY;AND AUTHORIZE
THE GENERAL MANAGER TO EXECUTE AN AMENDMENT TO THE EX-
ISTING SERVICE AGREEMENT WITH DELTA HEALTH SYSTEMS COR-
PORATION,THE DISTRICT'S TPA,TO EXTEND THE TERM OF THE
AGREEMENT AND REPLACE THE DENTAL NETWORK
1
2
ACTION ITEMS
8.FINANCE AND ADMINISTRATION
a)DISCUSSION OF 2009 BOARD MEETING CALENDAR
INFORMATIONAL ITEMS
I
I
tI
a)ADOPT RESOLUTION NO.4147 AND NO.4148 AUTHORIZING THE SALE
AND ISSUANCE NOT TO EXCEED $9,000,000 OF OTAY WATER DIS-
TRICT IMPROVEMENT DISTRICT NO.27,2009 GENERAL OBLIGATION
REFUNDING BONDS;AND AUTHORIZING THE GENERAL MANAGER
AND THE CHIEF FINANCIAL OFFICER TO EXECUTE AND DELIVER RE-
LATED DOCUMENTS AND TAKE OTHER RELATED ACTIONS
(BEACHEM)
BOARD9.
10.THESE ITEMS ARE PROVIDED TO THE BOARD FOR INFORMATIONAL PUR-
POSES ONLY.NO ACTION IS REQUIRED ON THE FOLLOWING AGENDA
ITEMS.
a)2009 FISCAL YEAR-END CAPITAL IMPROVEMENT PROGRAM STATUS
REPORT (RIPPERGER)
b)UPDATE ON LARRY C.LARSON SAFETY AWARD FOR 2009 (CUDAL)
REPORTS
11.GENERAL MANAGER'S REPORT
a)SAN DIEGO COUNTY WATER AUTHORITY UPDATE
12.DIRECTORS'REPORTS/REQUESTS
13.PRESIDENT'S REPORT
14.ADJOURNMENT
3
All items appearing on this agenda,w_hether or not expressly listed for action,may be
deliberated and may be subject to action by the Board.
The Agenda,and any attachments containing written information,are available at the
District's website at www.otaywater.gov.Written changes to any items to be considered at
the open meeting,or to any attachments,will be posted on the District's website.Copies
of the Agenda and all attachments are also available through the District Secretary by
contacting her at (619)670-2280.
If you have any disability which would require accommodation in order to enable you to
participate in this meeting,please call the District Secretary at (619)670-2280 at least 24
hours prior to the meeting.
Certification of Posting
I certify that on October 2,2009,I posted a copy of the foregoing agenda near the
regular meeting place of the Board of Directors of Otay Water District,said time being at
least 72 hours in advance of the regular meeting of the Board of Directors (Government
Code Section §54954.2).
Executed at Spring Valley,California on October 2,2009.
4
AGENDA ITEM 5
MINUTES OF THE
BOARD OF DIRECTORS MEETING OF THE
OTAY WATER DISTRICT
July 1,2009
1.The meeting was called to order by President Croucher at 3:30 p.m.
2.ROLL CALL
Directors Present:Bonilla,Breitfelder,Croucher,Lopez and Robak
Staff Present:General Manager Mark Watton,Ass!.GM Administration
and Finance German Alvarez,Ass!.GM Engineering and
Water Operations Manny Magana,General Counsel Yuri
Calderon,Chief of Information Technology Geoff Stevens,
Chief Financial Officer Joe Beachem,Chief of Engineering
Rod Posada,Chief of Operations Pedro Porras,Chief of
Administration Rom Sarno,District Secretary Susan Cruz
and others per attached lis!.
3.APPROVAL OF AGENDA
A motion was made by Director Breitfelder,seconded by Director Lopez and
carried with the following vote:
Ayes:
Noes:
Abstain:
Absent:
Directors Bonilla,Breitfelder,Croucher,Lopez and Robak
None
None
None
to approve the agenda.
4.APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF MARCH 4,
2009
A motion was made by Director Breitfelder,seconded by Director Lopez and
carried with the following vote:
Ayes:
Noes:
Abstain:
Absent:
Directors Bonilla,Breitfelder,Croucher,Lopez and Robak
None
None
None
to approve the minutes of the regular board meeting of March 4,2009.
5.ACKNOWLEDGEMENT OF OTAY WATER DISTRICT STAFF FOR THEIR
VOLUNTEER WORK
Assistant General Manager Manny Magana indicated that the District wished to
recognize the eleven (11)district volunteers who worked as monitors throughout
1
the AWWA National Conference.He stated that they did a great job.He also
indicated that the District sponsored a golf charity tournament for Beads of
Courage.Beads of Courage is a unique program that provides assistance to
children with cancer.He stated the tournament raised over $18,000 and the
funds will be utilized to open a new program in an Orange County Hospital.He
recognized and thanked the District's eight staff members who attended the
event early to set-up and stayed late to breakdown.He stated that they were
true ambassadors for the Otay Water District (see attached presentation for
photo of District volunteers for both events).President Croucher thanked and
acknowledged Assistant General Manager Magana for his work in supporting the
community.
6.PUBLIC PARTICIPATION -OPPORTUNITY FOR MEMBERS OF THE PUBLIC
TO SPEAK TO THE BOARD ON ANY SUBJECT MATTER WITHIN THE
BOARD'S JURISDICTION BUT NOT AN ITEM ON TODAY'S AGENDA
Mr.Thomas Gaipa of EI Cajon indicated that he only lives on social security
which will end in 2016.He stated that his family saves as much water as they
can and has been utilizing grey water to irrigate his plants.He stated that our
region must find a way to supplement the water supply and suggested that
desalination plants be built.He indicated that increasing water rates is not the
answer.He asked that the board take into consideration ratepayers such as hirn
when raising rates and asked that the board consider building in an exception
into the water rates for those on fixed incomes.
CONSENT CALENDAR
7.ITEMS TO BE ACTED UPON WITHOUT DISCUSSION,UNLESS A REQUEST
IS MADE BY A MEMBER OF THE BOARD OR THE PUBLIC TO DISCUSS A
PARTiCULAR ITEM:
Director Robak requested that agenda item 7c,APPROVE THE FINAL SEWER
SYSTEM MANGEMENT PLAN (SSMP)TO MEET THE REQUIREMENTS OF
THE STATE WATER RESOURCES CONTROL BOARD ORDER NO.2006-
0003,be pulled from the consent calendar for discussion.
President Croucher recused himself from voting on item 7f.He stated that he
had discussed this item with counsel and was advised that he could vote on the
item,however,he decided for the comfort of the San Miguel Consolidate Fire
District,to recuse himself from voting on the item.
A motion was made by Director Breitfelder,seconded by Director Lopez and
carried with the following vote:
Ayes:
Noes:
Abstain:
Absent:
Directors Bonilla,Breitfelder,Croucher,Lopez and Robak
None
None
None
2
to approve the following consent calendar items:
a)
b)
d)
e)
g)
h)
i)
j)
APPROVE THE PURCHASE OF A 400 KILOWATT GENERATOR FROM
SLOAN ELECTRIC TO PROVIDE FULL EMERGENCY BACK-UP
POWER TO THE DISTRICT HEADQUARTERS BUILDING FOR AN
AMOUNT NOT-TO-EXCEED $65,941
ADOPT RESOLUTION NO.4139,IDENTIFYING THE GENERAL
MANAGER AS THE OFFICIAL AUTHORIZED TO COMMIT THE
DISTRICT TO FINANCIAL AND LEGAL OBLIGATIONS ASSOCIATED
WITH THE POTENTIAL RECEIPT OF FINANCIAL ASSISTANCE GRANT
FUNDING FROM THE UNITED STATES DEPARTMENT OF INTERIOR,
BUREAU OF RECLAMATION,FOR THE AMERICAN RECOVERY AND
REINVESTMENT ACT OF 2009 WATER MARKETING AND
EFFICIENCY GRANTS PROGRAM (CHALLENGE GRANT PROGRAM)
APPROVE AN AGREEMENT FOR JANITORIAL SERVICES FOR THE
DISTRICTS ADMINISTRATIVE AND OPERATIONS FACILITIES WITH
PROFESSIONAL MAINTENANCE SYSTEMS FOR AN AMOUNT NOT-
TO-EXCEED $32,100.84;AND,WITH AN OPTION FOR FOUR ANNUAL
RENEWALS TO BE APPROVED AT THE GENERAL MANAGER'S
DISCRETION
REAFFIRM THAT THE PROPERTY,LISTED AS PARCEL NO.7 ON THE
STAFF REPORT PRESENTED TO THE BOARD ON JULY 2,2003 AND
DECLARED SURPLUS,INCLUDES BOTH APN 640-070-34 AND APN
640-142-08 AND IS SURPLUS TO THE DISTRICT'S NEEDS
ADOPT RESOLUTION NO.4138 TO ESTABLISH THE TAX RATE FOR
IMPROVEMENT DISTRICT NO.27 AT $0.005 FOR FISCAL YEAR 2009-
2010
ADOPT RESOLUTION NO.4142 TO CONTINUE WATER AND SEWER
AVAILABILITY CHARGES TO BE COLLECTED THROUGH CUSTOMER
PROPERTY TAXES FOR FISCAL YEAR 2009-2010
ADOPT RESOLUTION NO.4137 ALLOWING FOR THE
REIMBURSEMENT OF CERTAIN EXPENDITURES FROM THE
PROCEEDS OF THE DISTRICT'S DEBT OBLIGATIONS WHICH IS
ANTICIPATED TO BE ISSUED DURING 2010
AUTHORIZE THE GENERAL MANAGER TO NEGOTIATE A CONTRACT
NOT-TO-EXCEED $81,000 WITH HARRELL &COMPANY ADVISORS,
LLC TO SERVE AS THE FINANCIAL ADVISOR FOR A DEBT
ISSUANCE OF APPROXIMATELY $41 MILLION IN CERTIFICATES OF
PARTICIPATION (COPS),AND THE POTENTIAL REFINANCING OF
THE ID 27 GENERAL OBLIGATION BONDS OF APPROXIMATELY $9
MILLION
3
k)REJECT JOEL O.ANINIPOK CLAIM
President Croucher presented item 7c and 7f for discussion:
c)APPROVE THE FINAL SEWER SYSTEM MANGEMENT PLAN (SSMP)
TO MEET THE REQUIREMENTS OF THE STATE WATER
RESOURCES CONTROL BOARD ORDER NO.2006-0003
Associate Civil Engineer Bob Kennedy indicated that in 2006 the State Water
Resources Control Board issued Order No.3,the Statewide General Waste
Discharge Requirements (WDRs)for sanitary sewer systems.In 2007 the San
Diego Regional Water Quality Control Board for the San Diego Region issued
another order titled,Waste Discharge Requirements for Sewage Collection
Agencies in the San Diego Region.He indicated that both orders require that the
District prepare and implement a Sewer System Management Plan (SSMP)in
accordance with State and Regional requirements.He stated a copy of the
SSMP must be available at the District's office or online and must be approved
by its Board of Directors at a public hearing.
He indicated to initiate the SSMP process,staff had presented to the Board on
November 7,2007 the list of the required eleven sections that comprise the
SSMP and a schedule to complete them.The approved the sections and
schedule at the board meeting and staff certified them the following day.He
indicated that the waste discharge requirements are the regulatory mechanisms
that apply to all agencies that own or operate a sanitary sewer collections
systems greater than one mile in length that collect and convey untreated or
partially treated wastewater to a publicly owned treatment facility.He stated that
the ultimate goal of this waste discharge requirement is to reduce the frequency
and volume of sanitary sewer overflows by requiring that districts,sewer
agencies,cities and other entities to properly oerate,maintain,and manage their
wastewater systems.
Associate Civil Engineer Kennedy indicated that the Engineering and Operations
Departments worked closely on the preparation of this SSMP.The SSMP is
basically a comprehensive plan that documents how all components regarding
operation and maintenance are to be accomplished on a regular basis.This
includes design and construction criteria for sewer facilities and response plans
for emergency situations and a variety of critical functions that evaluate,monitor
and audit the sewer system.He noted that there is no fiscal impact by the action
to approve the SSMP.
It was indicated that this item was reviewed by the Engineering,Operations and
Water Resources Committee.Director Breitfelder indicated that this is largely
what District staff has been doing for many years now and it is being formally
documented to meet the new regulatory requirements.He stated that the law is
probably very beneficial for those districts that have not yet developed such
plans.President Croucher indicated that the law provided the District an
opportunity to clean up its paperwork and consolidate its documentation which
will assist the District in becoming more efficient.
4
Director Robak inquired if the District has a previous SSMP that staff was just
updating.General Manager Watton indicated that staff had projected that it
would,at some point,be required and the District did have a plan entitled CMOM
before the SSMP became a requirement.He stated that the District did have
processes and procedures in place because sewer overflows are very expensive.
The SSMP formalizes the documentation of these procedures which the District
pretty much had in place.
Director Robak inquired what the next steps were.Associate Civil Engineer
Kennedy indicated that the next step is the certification with the State Water
Resources Control Board on August 2,2009.It was indicated that the SSMP
was developed internally by staff and included the CCTV element of sewer
maintenance which is a continuing CIP project that must be done every year.
A motion was made by Director Robak,seconded by Director Breitfelder and
carried with the following vote:
Ayes:
Noes:
Abstain:
Absent:
Directors Bonilla,Breitfelder,Croucher,Lopez and Robak
None
None
None
to approve staffs'recommendation.
f)ADOPT RESOLUTION NO.4140 APPROVING THE SAN MIGUEL
CONSOLIDATED FIRE PROTECTION DISTRICTS PROPOSED FIRE
PROTECTION AND EMERGENCY RESPONSE SERVICES
ASSESSMENT AND AUTHORIZING THE GENERAL MANAGER TO
VOTE "YES"AND SIGN THE OFFICIAL ASSESSMENT BALLOTS
(FOUR BALLOTS)ON BEHALF OF THE DISTRICT
A motion was made by Director Bonilla,seconded by Director Breitfelder and
carried with the following vote:
Ayes:
Noes:
Abstain:
Absent:
Directors Bonilla,Breitfelder,Lopez and Robak
None
Director Croucher
None
to approve staffs'recommendation.
ACTION ITEMS
8.BOARD
a)DISCUSSION OF 2009 BOARD MEETING CALENDAR
There were no changes to the board calendar.
5
b)ADOPT RESOLUTION NO.4143 TO AMEND POLICY NO.8,
DIRECTORS COMPENSATION,REIMBURSEMENT OF EXPENSES
AND GROUP INSURANCE BENEFITS,AND POLICY NO.34,STAFF
TRAVEL AND BUSINESS RELATED EXPENSES POLICY
General Counsel Yuri Calderon indicated that this item is presented at the
direction of by the board to review Policy 8 and provide an opinion.He indicated
that a minor modification to the policy is proposed with regard to District
sponsorships of community events for the purpose of outreach,providing
community contact,and where there is an opportunity for both staff and the
board to be present,that reimbursement would not be sought for spouse/guest
seats when a table is sponsored.The process for reimbursement is complicated,
cumbersome,and in the opinion of counsel,not necessary.Many such events
are held in the evening and it is appropriate to have a spouse present.Director
Bonilla indicated that he felt that it was important for the District to support
community events and have representatives at such events.He stated that he
felt that staff and directors were deterred from attending these events as it
becomes a financial burden.He indicated that he felt it was beneficial to both the
community and the District to participate in such events and is the reason he
supports this minor change.Director Lopez indicated that he concurred.
President Croucher noted that if individual seats are purchased,that
reimbursement will be sought.This change will only affect those sponsorships
that include a table.He indicated that he too concurred.
A motion was made by Director Bonilla,seconded by Director Lopez and carried
with the following vote:
Ayes:
Noes:
Abstain:
Absent:
Directors Bonilla,Breitfelder,Croucher,Lopez and Robak
None
None
None
to adopt Resolution No.4143 approving the amendment to Board of Directors
Policy NO.8.
INFORMATIONAL ITEMS
9.THESE ITEMS ARE PROVIDED TO THE BOARD FOR INFORMATIONAL
PURPOSES ONLY.NO ACTION IS REQUIRED ON THE FOLLOWING
AGENDA ITEMS.
a)CAPITAL IMPROVEMENT PROGRAM UPDATE REPORT FOR THE
THIRD QUARTER OF FISCAL YEAR 2009 (RIPPERGER)
Engineering Manager Ron Ripperger presented the Fiscal Year 2009 Third
Quarter CIP update in which he highlights the status of CIP expenditures,
significant issues and progress milestones on major projects.
6
He noted that the Fiscal Year 2009 CIP consists of 66 projects totaling $31.9
million.He indicated that the District's CIP is broken down into four categories:
•Capital Facility Projects
•Replacement/Renewal
•Capital Purchases
•Developer Reimbursements
TOTAL:
$23,100,000
$6,000,000
$2,200,000
$600,000
$31,900,000
He stated that overall expenditures through the third quarter of Fiscal Year 2009
totaled approximately $12.3 million,which is approximately 39%of the District's
target expenditure for the full fiscal year.He stated that the current forecast for
expenditures through June 30,2009 is $22.2 million which is 70%of the
approved bUdget.He indicated that the decrease in the projected expenditures
is due primarily to the delay of the District's 36-inch pipeline project which is
underway at the moment.He noted that construction change orders are at a
-.54%.
He presented a slide depicting a map showing the District's major CIP projects,
their status and their location within the District's service area.He stated,of the
nineteen projects in FY09,one is in the planning stage,three are in design,
seven are in construction and eight have been completed and in use.He
reviewed the status of the District's flagship projects which included the 850-4
Reservoir,36-inch Pipeline from FCF No.14,1485-1 Pump Station
Replacement,Material Storage Bins and Cover, and 450-1 Reservoir Disinfection
Facility.
Engineering Manager Ripperger presented slides which provide the status of the
various consultant contracts for planning,design,public services,
construction/inspection and environmental.He also presented slides providing a
listing of all CIP projects planned for Fiscal Year 2009 and the status of each.
Director Robak indicated with regard to the landscaping component for the 850-4
Reservoir,that it was discussed that staff was working with Conservation
Manager William Granger to develop the landscaping for the site.He inquired if
the plan had been finalized.Engineering Manager Ripperger indicated that staff
did work with Conservation Manager Granger and came up with good ideas and
changes to the plan which includes replacing the eucalyptus trees because of fire
concerns.Staff is also utilizing the same ideas at the 1296-3 Reservoir project.
b)OVERVIEW OF THE SAN DIEGO COUNTY WATER AUTHORITY
WATER SMART TARGET PROGRAM (GRANGER)
Conservation Manager Granger indicated that the Water Smart Target Program
was implemented in early 2007.He indicated that CWA looked at what the City
of San Diego had developed and felt that the program could be taken county-
wide.He stated that the program essentially takes aerial and remote sense
7
imagery and the imagery shows various colors that indicate what areas of the
property is hard scape,turf grass and shrubbery.From the image,one can
determine a water smart target/water budget.These images can be utilized to
notify customers and make them aware of programs to assist them in tracking
their water use.He stated that ultimately,the images would be available for
mixed use accounts.At the moment,however,the District is focusing on large
irrigationllandscape accounts.
He indicated that some of the benefits to the District is it is a great customer
service tool.The District can look at customers'water use and compare it to a
theoretical water budget and share some of the District's programs with
customers to help them reduce their landscape water use.The program could
also help the District comply with the BMP's if it chose to move forward with the
program.
He presented a slide showing the information that would be available in the
Water Smart Target Program system (see attached copy of presentation).He
indicated that the water smart target varies based on your climatic zone.There
are four to five different climatic zones within San Diego County.This District
overlaps zones 3 and 4.Because of the zones,a property with the same sized
landscape in Jamul may have a different Water Smart Target than a property in
Chula Vista.
The images within the Water Smart Target program will be updated every two
years,however,it should be updated periodically so current images are
available.He stated that ultimately the images in the program would be
accessible to property managers,landscape contractors,and other agencies by
permission of the property owner.
Conservation Manager Granger indicated that along with this program,the
District was provided two interns at no cost from CWA who have been working
on Water Smart Target evaluations.He indicated that they are approximately a
quarter of the way through the evaluations and the goal is to complete the
assessnwnt of all of the District's 1800 irrigation accounts by the end of 2009.
Director Robak inquired which customers the District has been working with on
the Water Smart Target evaluations.Conservation Manager Granger indicated
that the District has started with potable only and commercial customers (within
the customer groups public and commercial).Eventually,the District will develop
water targets for mixed used accounts,such as Cuyamaca and Southwestern
Colleges.
Director Breitfelder inquired if this was a permanent program.Conservation
Manager Granger indicated that the program is funded for one year by CWA.
The oversight of the project has been contracted out to CRG whose contract has
been extended another year or two.He stated that he believed that eventually
CWA will take it over and maintain the program.However,at this time,there are
still a lot of enhancements that need to be done.
8
Director Robak indicated that he felt the logo developed for the program was very
good and would be excellent to use to showcase low water use landscapes and
in advertising.
REPORTS
10.GENERAL MANAGER'S REPORT
GENERAL MANAGER'S REPORT:
General Manager Watton indicated that staff has had its first meeting with the
contractor and project manager for the 36-inch Pipeline Project.Staff also met
with the EI Cajon Sheriff's Office to assure coordination of information to
minimize disruption in the community.
He indicated that he attended the Water Conservation Summit and good
information was shared and the summit was very worthwhile.
He noted that the District has been holding conservation classes atthe Garden
and they have been well attended though attendees must pay a fee for the
classes.He stated that this is a good indicator of interest in landscape
conservation when attendees are willing to pay to attend such classes.
He stated that the District again received awards for its FY 2008-2009 Operating
and Capital Budget and Capital Comprehensive Annual Financial Report (CAFR)
from the Government Finance Officers Association and the California Society of
Municipal Finance Offficers.
General Manager Watton indicated that the board was provided in their packet a
copy of an article from the Treasury and Risk Magazine wherein the District and
Union Bank were featured for the operation of the District's lock box and how
quickly customer remittances are being deposited.
He noted that the Proposition 218 notices have all been mailed (approximately
63,000 notices).At this time,the District has received three responses to the
notices.Staff will forward copies of the responses periodically as they are
received.
He shared with regard to recycled water for the Otay Landfill,that it involved the
District's recycled water pipeline project (from the City's South Bay Water
Reclamation Plant)and the pump station and reservoir site located adjacent to
the Landfill.A component of the project was to acquire easements from the
Landfill and an agreement to allow the District to place spoil/exported dirt from
the adjacent pump station and reservoir site to the Landfill.The District saved
approximately $600,000 on the project by not having to haul the dirt offsite to
another location.This is a substantial savings and is a result of the good
relationship between the District has with the Otay Landfill.He indicated as part
of the agreement,the District will provide a recycled meter and recycled backflow
system to the Landfill at not cost (approximate cost of $88,000).Once the meter
9
has been installed,the landfill will start utilizing recycled water for dust control,
compaction,etc.
He noted that staff attended the renaming reception for the los Olivos
Wastewater Treatment Plant to Arturo Herrera Solis Treatment Plant which was
hosted by CESPT.Mr.Herrera,CllA Director,died in a plane crash a few
months ago.Mr.Herrera was well respected by the water industry in Tijuana and
they wished to recognize him by renaming the plant in his honor.
He stated that the graph on page 8 of his report will be provided each month.
The graph shows the District's water purchases,budget and allocation from
CWA.The allocations will go into effect on July 1.He stated that the District is
still below its allocation and it is expected that we will continue to see the same
trend line.We are ahead of the allocation at this time and District customers are
still conserving.
SAN DIEGO COUNTY WATER AUTHORITY UPDATE:
President Croucher indicated that CWA's board has reviewed its General
Manager and General Counsel and they received favorable reviews.Their
contracts have been extended though there will not be a pay increase this year.
He stated the groundbreaking ceremony for the San Vicente Reservoir is
scheduled on July 9,2009.He noted that CWA was also continuing to pursue
the Bay Delta issues and would continue to travel to Sacramento to keep the
issue active and obtain funding.CWA is also continuing to discuss desalination
possibilities,not only at Carlsbad,but Camp Pendleton and Mexico.He
indicated that both he and General Manager Watton have advised the CWA
General Manager,Maureen Stapleton,that Otay is continuing to work on the its
desalination project and that it was going well.
CWA is also still focused on water conservation and they are asking each agency
to provide a presentation to CWA's board on what they are doing to promote
conservation.
He noted that lake Hodges continues to be an issue between CWA,Olivenhain
MWD,the City of San Diego and Santa Fe ID with regard to water quality and
maintenance of the lake.The District is following the issue closely to assure that
the District,as a member of CWA,does not take on any undue financial burdens
from the issue that it should not have to.
11.DIRECTORS'REPORTS/REQUESTS
Director Breitfelder stated that he spoke with Mayor Cox,City of Chula Vista,and
indicated to her that the District and the City had many areas of common interest
and the District wished to work well with them at all levels.Mayor Cox was very
appreciative and asked that the District continue to keep the water flowing.
10
Director Bonilla indicated that he and General Manager Watton met with
Hernando Duran,CESPT,to explore acquiring water rights from Mexico.He
stated the desalination project is moving quickly and is looking very positive.He
asked that the board direct counsel to review the code to see if anything can be
done with regard to rates for customers on fixed incomes.President Croucher
indicated that the District has discussed the issue in the past and that there were
legal issues associated with doing so.He indicated,however,that Padre Dam
MWD had provided a presentation to CWA regarding their rates and had
mentioned a lifeline rate.He indicated that the District might explore what their
lifeline rate referenced.General Counsel Calderon indicated that he would
review and see if there are any legal issues in providing a lifeline rate.
Director Lopez indicated that he attended the AWWA conference in San Diego
and had an opportunity to meet a few of the contractors that work with the
District.He also attended some of the workshops during the conference.He
stated because he works at the convention center,his attendance was free.He
also indicated that he has been very involved with the Water Conservation
Garden.He attended a full day workshop last Monday to discuss the future and
vision of the Garden and to develop a Strategic Plan.General Manager Watton
indicated that the Strategic Plan should be completed in mid-August and will
address the future funding requirements of the Garden and where the funding will
come from.
Director Robak indicated that it was good to hear that there has been good
discussion regarding the Garden.He stated that the Garden's mission has
become more important due to the water issues.He also shared that he
attended the AWWA conference as well.He commended staff for their
presentation on the District's GIS System at the conference.He stated that he
liked that AWWA was international in scope and that it was very interesting to get
different perspectives on water issues.He indicated that the quality of their
seminars was very good and he came away with a lot of information.
Director Bonilla indicated that he would like to see the District highlight events at
the Garden by posting some of the Garden events in the lobby.
12.PRESIDENTS REPORT
President Croucher presented General Manager Watton his Service Award for
five years of service to the District and thanked him for his service.
RECESS TO CLOSED SESSION
e)CLOSED SESSION
General Counsel Calderon indicated that the board will be recessing to closed
session at 4:41 p.m.to discuss the following matter:
a)CONFERENCE WITH LEGAL COUNSEL -PENDING LITIGATION
[GOVERNMENT CODE §54956.9(a)]
11
(I)MULTIPLE CASES RELATED TO THE FENTON BUSINESS
CENTER AND FILED WITH THE SUPERIOR COURT OF THE
COUNTY OF SAN DIEGO CONSOLIDATED UNDER CASE NO.
37-2007-00077024-CU-BC-SC
(II)CITY OF BANNING v.JAMES JONES CO.,COUNTY OF LOS
ANGELES,SUPERIOR COURT,CASE NO.BC 321513
RETURN TO OPEN SESSION
f)REPORT ON ANY ACTIONS TAKEN IN CLOSED SESSION.THE BOARD
MAY ALSO TAKE ACTION ON ANY ITEMS POSTED IN CLOSED SESSION
General Counsel Calderon stated that the board reconvened from closed session
at 5:12 p.m.and that the board took no reportable actions in closed session.
13.ADJOURNMENT
With no further business to come before the Board,President Croucher
adjourned the meeting at 5:12 p.m.
President
ATTEST:
District Secretary
12
AGENDA ITEM 7a
STAFF REPORT
October 7,2009
AllDIV.NO.
German Alvarez,~~stant
Administration ~CL--
Regular Board '-fIH J MEETING DATE:
Kelli Williamson,lV'v W.O.lG.F.NO:
Human Resources Manager ~
Rom Sarno,Chief,Administrative servic~
General Manager,Finance andAPPROVEDBY:
(Ass!. GM):
SUBMITTED BY:
APPROVED BY:
(Chief)
TYPE MEETING:
SUBJECT:Adopt Resolution #4149 to Revise the Use of District Vehicles
and Car Allowance Board Policy #14 and the Tobacco Free
Campus Board Policy #19 (Smoking Policy)
GENERAL MANAGER'S RECOMMENDATION:
That the Board adopt Resolution #4149 to Revise the Use of District
Vehicles and Car Allowance Board Policy #14 and the Tobacco Free Campus
Board Policy #19 (Smoking Policy).
COMMITTEE ACTION:
See Attachment ~A".
PURPOSE:
To request the Board approve revisions to Board Policies.
ANALYSIS:
Use of District Vehicle Board Policy #14 (Attachment B)
Updates to this policy include clarification that employees should not
engage in activities that would distract them while driving to ensure a
safer driving experience (ie:eating,use of cell phones),updates to the
section regarding employees not smoking in vehicles,and other minor
updates.In addition,the updates include removing the section regarding
Board of Directors checking out a District vehicle to drive to and from
meetings since Board members are provided mileage reimbursement and have
not used this section of the policy.
Tobacco Free Campus Board Policy #19 (Attachment C)
The use of tobacco products at work can cause a health risk to the public
and to employees;for both the user and non-user.In addition,smokeless
tobacco product use have hygiene specific issues,besides the obvious
adverse health affects for the user.In order to promote the health,
safety and wellness of all employees,the "Tobacco Free Campus"policy
will enhance the District's Safety and Wellness Programs.The policy
specifically bans the use of tobacco products while on District property
and field locations.
Through the District's Wellness Program,employees who currently use
tobacco products may choose to access the Smoking Cessation Program which
will generally cover the cost of cessation programs and provide the
employee a $200 incentive for staying tobacco-free for six months.
These policy updates have been provided to the Employee Association for
review.The Association provided no comments or input.
Resolution #4149 (Attachment D)
It is requested that the Board of Directors adopt Resolution #4148 in
support of the proposed revisions to the above-referenced Policies.
FISCAL IMPACT:
None.
STRATEGIC GOAL:
Optimize the District's Operating Efficiency.
LEGAL IMPACT:
Attachment A -Committee Action
Attachment B -Use of District Vehicle Board Policy #14
Attachment C -Tobacco Free Campus Board Policy #19
Attachment D -Resolution #4149
ATTACHMENT A
COMMITTEE ACTION:
Adopt Resolution #4149 to Revise the Use of District
Vehicles and Car Allowance Board Policy #14 and the
Tobacco Free Campus Board Policy #19 (Smoking Policy)SUBJECT/PROJECT:
The Finance,
reviewed this
the following
Administration and Communications
item at a meeting held on September 14,
comments were made:
Committee
2009 and
•Staff is proposing revisions to Board Policies No.14,·
Use of District Vehicles,and No.19,Tobacco Free Campus
(formerly known as Smoking Policy)
•The policy revisions were reviewed with the Safety
Committee,Employee Association and management.No
comments were received from the Employee Association.
•The changes to Board Policy No.14,Use of District
Vehicle include:
Prohibits eating,cell phone use,texting,etc.
while driving.
Updates the section regarding smoking in District
vehicles,prohibiting smoking in all District
vehicles.
Deletes language regarding Directors use of pool
vehicles as board members are provided mileage
reimbursements and have not been using this section
of the policy.
Changes to Board Policy No.19,Tobacco Free Campus
(formerly known as Smoking Policy)include:
Prohibiting the use of tobacco products on all
District property to maintain a safe and productive
working environment for employees and eliminate
threats to employee health (it was noted that the
District has a smoking cessation program available
to employees).
The committee supported staffs'recommendation and presentation
to the full board on the consent calendar.
ATTACHMENT 8
OTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject ',Policy Date Date
Number Adopted Revised
USE OF DISTRICT VEHICLES AND CAR ALLOWANCE
14 7/1/85 10/7/09
PURPOSE
TO prescribe rules and regulations for the use of District
vehicles by Directors and employees of the District and car
allowance.
BACKGROUND
Certain District vehicles are made available for the use by
designated employees and Directors during business hours and in
some instances during off-duty hours.
POLICY
The following rules shall apply to the use of District vehicles:
1.Executive Management
Certain District vehicles are assigned to specific executive
management employees on a 24-hour basis,including personal use.
These vehicles are pursuant to employment agreements authorized
by the Board of Directors or General Manager.A list of District
vehicles assigned to District employees is maintained by Human
Resources.
2.Automobile Allowance
Executive staff consisting of Department Chiefs and Assistant
General Managers may be provided a vehicle allowance,in lieu of
a vehicle,as determined by the General Manager.These employees
shall be required to maintain automobile insurance at least at
the minimum levels required by state law.These employees shall
use their personal vehicles to conduct District business within
San Diego County and may only use District vehicles for business
trips out of San Diego County,or in unusual circumstances (i.e.,
4-wheel drive necessary).
When using their personal vehicles,all operating expenses are to
be borne by these employees except employees may receive
reimbursement for mileage at established rates for portions of
any trips that are taken on District business outside San Diego
County.
3.Certain District service vehicles are assigned to specific
management,supervisory,and crew leader positions on a 24-hour
per day basis for emergency purposes.A list of District
vehicles assigned to District employees is maintained by Human
Resources.Such personnel are authorized to use the vehicles
Page 1 of 3
OTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject Policy Date Date
Number Adopted Revised
USE OF DISTRICT VEHICLES AND CAR ALLOWANCE
14 7/1/85 10/7/09
assigned to them day or night to respond to District business
requirements.
Each person is also authorized to use the vehicle for
transportation to and from his residence and to store the vehicle
at his residence when the vehicle is not being used for District
business.The above personnel may also use the vehicle for
educational activities,personal errands during lunch breaks and
on their way to and from work,and for medical appointments
occurring during work hours.Other use of such vehicles is not
authorized.Transportation of non-district personnel for non-
district business requires the approval of the General Manager or
designee.Employees must comply with all District policies,
procedures and must remain sensitive to the public's perception
of them while using District vehicles.The transportation of
firearms,alcoholic beverages or illegal drugs is prohibited.
Each employee assigned a District vehicle is responsible for
Social Security and income taxes relating to the commuting value
and will comply with Internal Revenue Service regulations
relating to de minimis use.
4.Use of other District vehicles (i.e.,pool vehicle)outside
of normal business hours may be made only upon prior approval of
the General Manager or designee.
5.Use of any District vehicle outside of San Diego County may
be made only with the prior approval of the General Manager or
designee.
6.District employees may use District pool vehicles only for
transportation required to perform their official District
duties.Authorization must be obtained from General Manager or
designee to transport non-District personnel in pool vehicle
while on District Business.
7.Only when a District pool vehicle is not available,may Dis-
trict employees,other than those mentioned in paragraph "1"
above,use their own private vehicles for transportation required
to perform their official District duties and only if the
employee maintains automobile insurance in at least the minimum
amounts required by state law.In such instances,the employee
shall receive reimbursement for mileage at established rates.
Authorization must be obtained from General Manager or designee
to transport non-District personnel in own private vehicle while
on District Business.
8.The use of tobacco products,as defined in Board Policy 19,
is prohibited in all District vehicles,including those assigned
Page 2 of 3
OTAYWATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject Policy Date Date
~Number Adopted Revised
USE OF DISTRICT VEHICLES AND CAR ALLOWANCE
14 7/1/85 10/7/09
to an employee and all vehicles available to employees for
general District business such as pool vehicles,utility trucks,
Vactor trucks,heavy equipment,etc.
9.While driving,all activities that would distract an
employee from driving a District vehicle safely are prohibited
(i.e.,eating,and drinking).The use of cell phone,while
driving,must comply with state law.Message texting is
prohibited in a moving vehicle.Passengers are also discouraged
from the above activities when they are needed to assist a driver
to safely maneuver a vehicle.Occasional snacks are acceptable
as long as it does not distract the driver or passenger from the
primary task of driving or assisting the driver.
Page 3 of 3
OTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject Policy Date Date
Number Adopted Revised
USE OF DISTRICT VEHICLES AND CAR ALLOWANCE
14 7/1/85 4/13/041-0/7/09
PURPOSE
To prescribe rules and regulations for the use of District
vehicles by Directors and employees of the District and car
allowance.
BACKGROUND
Certain District vehicles are made available for the use by
designated employees and Directors during business hours and in
some instances during off-duty hours.
POLICY
The following rules shall apply to the use of District vehicles:
1.Board of Directors
Board Directors may check out a District vehicle to drive to and
from approved meetings by reserving dates lvith the District
Secretary.
~1.Executive Management
Certain District vehicles are leased for or assigned to specific
executive management employees on a 24-hour basis,including
personal use.These vehicles are pursuant to employment
agreements authorized by the Board of Directors or General
Manager.A list of District vehicles assigned to District
employees is maintained by Human Resources.
~2.Automobile Allowance
Executive staff consisting of Department Chiefs and Assistant
General Managers may be provided a vehicle allowance,in lieu of
a vehicle,as determined by the General Manager.These employees
shall be required to maintain automobile insurance at least at
the minimum levels required by state law.These employees shall
use their personal vehicles to conduct District business within
San Diego County and may only use District vehicles for business
trips out of San Diego County,or in unusual circumstances (i.e.,
4-wheel drive necessary).
When using their personal vehicles,all operating expenses are to
be borne by these employees except employees may receive
reimbursement for mileage at established rates for portions of
any trips that are taken on District business outside San Diego
County.
Page 1 of 3-3-3-
aTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject Policy Date Date
Number Adopted Revised
USE OF DISTRICT VEHICLES AND CAR ALLOWANCE
I 14 7/1/85 4/13/041-0/7/09
4.3.Certain District service vehicles are assigned to specific
management,supervisory,and crew leader positions on a 24-hour
per day basis for emergency purposes.A list of District
vehicles assigned to District employees is maintained by Human
Resources.Such personnel are authorized to use the vehicles
assigned to them day or night to respond to District business
requirements.
Each person is also authorized to use the vehicle for
transportation to and from his residence and to store the vehicle
at his residence when the vehicle is not being used for District
business.The above personnel may also use the vehicle for
educational activities,personal errands during lunch breaks and
on their way to and from work,and for medical appointments
occurring during work hours.Other use of such vehicles is not
authorized.Transportation of non-district personnel for non-
district business requires the approval of the General Manager or
designee.Employees must comply with all District policies,---
procedures and must remain sensitive to the public's perception
of them while using District vehicles.The transportation of
firearms,alcoholic beverages or illegal drugs is prohibited.
Each employee assigned a District vehicle is responsible for
Social Security and income taxes relating to the commuting value
and will comply with Internal Revenue Service regulations
relating to de minimis use.
~4.Use of other District vehicles (i.e.,pool vehicle)during
er-outside of normal business hours may be made only upon prior
approval of the General Manager or designee.
~5 Use of any District vehicle outside of San Diego County may
be made only with the prior approval of the General Manager or
designee.
~6.District employees may use District pool vehicles only for
transportation required to perform their official District
duties.Authorization must be obtained from General Manager or
designee to transport non DistriCt personnel in pool vehicle
while on District Business.
~7.Only when a District pool vehicle is not available,may Dis-
trict employees,other than those mentioned in paragraph "1"
above,use their own private vehicles for transportation required
to perform their official District duties and only if the
employee maintains automobile insurance in at least the minimum
amounts required by state law.In such instances,the employee
shall receive reimbursement for mileage at established rates.
Page 2 of 3-3-3
OTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject Policy Date Date
Number Adopted Revised
USE OF DISTRICT VEHICLES AND CAR ALLOWANCE
I 14 7/1/85 4/13/041-0/7/09
Authorization must be obtained from General Manager or designee
to transport non-District personnel in own private vehicle while
on District Business.
8.9.In aceordance with The use of tobacco products,as
defined in Board Policy 19,smoking is prohibited in all District
vehicles,including those assigned to an employee and all
vehicles available to employees for general District business
such as pool vehicles,utility trucks,Vactor truck~,heavy
equipment,etc.
9.While driving,all activities that would distract an
employee from driving a District vehicle safely are prohibited
(i.e.,eating,and drinking).The use of cell phone,while
driving,must comply with state law.Message texting is
prohibited in a moving vehicle.Passengers are also discouraged
from the above activities when they are needed to assist a driver
to safely maneuver a vehicle.Occasional snacks are acceptable
as long as it does not distract the driver or passenger from the
primary task of driving or assisting the driver.
Page 3 of 3-3-3-
ATTACHMENT C
OTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
SUbject Policy Date Date
Number Adopted Revised
TOBACCO FREE CAMPUS 19 3/6/89 10/07/09
PURPOSE
To establish the policy regarding the use of tobacco products on
District property.This policy applies to all employees,consultants,
volunteers and visitors while on District property and areas designated
as District field work sites.
POLICY
1.Otay Water District is dedicated to maintaining a safe and produc-
tive working environment for its employees and is committed to
taking appropriate action to eliminate threats to employees'
health and safety posed by the use of tobacco products."Use"
means a method of consuming tobacco products,including but not
limited to smoking,inhaling and chewing."Tobacco product"means
any substance containing tobacco leaf,including but not limited
to cigarettes,cigars,pipe tobacco,snuff,chewing tobacco,
dipping tobacco,bidis or any other preparation of tobacco.
2.This policy prohibits the use of tobacco products within District
controlled properties where employees and other persons will be
exposed to secondhand smoke and smokeless tobacco residue.Hence,
the use of tobacco products is prohibited on all District-owned
property and on District designated field work sites.
3.No ashtrays or other ash receptacles will be placed in areas where
the use of tobacco products is prohibited.The only exceptions
will be outside the public entrances to District facilities,in
order to assist visitors in discarding of their tobacco product.
RESPONSIBILITY
Managers and supervisors are responsible for enforcing this policy in
areas under their control.
Page 1 of 1
OTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject Policy Date Date
Number Adopted Revised
I SMOKING POLICYTOBACCO FREE CAMPUS 19 3/6/89 4/13/041
0/7/09
PURPOSE
To establish the policy regarding smokingthe use of tobacco products
±Ron -District facilities property.located ~Jithin the County of San
Diego.This policy applies to all employees,consultants,volunteers
and visitors while on District property and areas designated as
District field work sites of these facilities.
County of San Diego Smoking Ordinance #7519.
POLICY
1.Otay Water District is dedicated to maintaining a safe and produc-
tive working environment for its employees and is committed to
taking appropriate action to eliminate threats to employees'
health and safety posed by the use of smokingtobacco products.
"Use"means a method of consuming tobacco products,including but
not limited to smoking,inhaling and chewing."Tobacco product"
means any substance containing tobacco leaf,including but not
limited to cigarettes,cigars,pipe tobacco,snuff,chewing
tobacco,dipping tobacco,bidis or any other preparation of
tobacco.The provisions of this policy are consistent ~Jith the San
Diego County Ordinance which prohibits smoking in public places
and in places of employment,except in areas specifically
designated for smoking.
2.This policy prohibits the use of tobacco products within District
controlled properties where employees and other persons will be
ex osed to secondhand smoke and smokeless tobacco residue.Hence,
the use of tobacco products is prohibited on all District-owned
property and on District designated field work sites.In the event
a question arises concerning the application or interpretation of
policy,preferential consideration \Jill be given to the non
smoker.
3.No ashtrays or other ash receptacles will be placed in areas where
smoking the use of tobacco products is prohibited.The only
exceptions will be outside the public entrances to District
facilities,in order to assist visitors in discarding of their
tobacco product.--
4-.-Smoking is prohibited in:
1.All Administrative and Operations 'dork areas.
2.All rest rooms.
Page 1 of 2~
OTAY WATER DISTRICT
BOARD OF DIRECTORS POLICY
Subject Policy Date Date
Number Adopted Revised
SMOKING POLICYTOBACCO FREE CAMPUS 19 3/6/89 4/13/0 41
0/7/09
3.~ll conference rooms and meeting rooms.
4.ZUl hallHays.
5.All lobbies.
6.All storage areas.
7.All District vehicles,including those assigned to an
employee as stated in Policy 14 of this Code of Ordinance and
all vehicles available to employees for general District
business such as pool vehicles,utility trucks,Vactor truck,
heavy equipment,etc.
5.Smoking is permitted only in open air outdoor areas not covered in
Section 4 above.
NOTE:
RESPONSIBILITY
Smoking areas may not be designated in areas 'dhere
employees must Halle through to get to no smoking areas.
and within 20 feet of a main exit,entrance,or operable
window of a public building.
Department and Division HanagersManagers and supervisors are
responsible for enforcing this policy in areas under their control.
Page 2 of 2~
ATTACHMENT 0
RESOLUTION NO.4149
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
OTAY WATER DISTRICT
TO REVISE POLICY 14 CONCERNING USE OF
DISTRICT VEHICLES AND CAR ALLOWANCE AND
POLICY 19 CONCERNING TOBACCO FREE CAMPUS
WHEREAS,the Board of Directors of Otay Water District
wishes to clearly communicate the District's position of
maintaining a safe work environment for employees and the public
by creating a tobacco free campus and clearly expressing the
rules and regulations for the use of District vehiclesi and
WHEREAS,it is the policy of the District to provide a
clear policy regarding the rules and regulations for employees
use of District vehiclesi and
WHEREAS,the use of tobacco products at work can cause a
health risk to the public and employeesi and
NOW,THEREFORE,BE IT RESOLVED that the Board of Directors
of the Otay Water District revise Policy 14,"Use of District
Vehicles and Car Allowance"and Policy 19,"Tobacco Free
Campus"i and
BEING FURTHER RESOLVED that the Board directs the staff of
the District to comply with the provisions of revised Policy 14,
"Use of District Vehicles and Car Allowance"and revised Policy
19,"Tobacco Free Campus".
1
PASSED,APPROVED AND ADOPTED by the Board of Directors of
the Otay Water District at a regular meeting held this 7th of
October,2009.
President
ATTEST:
Secretary
2
AGENDA ITEM 7b
STAFF REPORT
October 7,2009TYPEMEETING:
SUBMITTED BY:
APPROVED BY:
(Chief)
APPROVED BY:
(Asst.GM):
Regular Board MEETING DATE:
Kelli Williamso~4tJ W.O.lG.F.NO:
Human Resources Manager ~
Rom Sarno,Chief of Administrative servi~'--
German Ai~Assistant General Manager,Finance
Administration
DIV.NO.
and
All
SUBJECT:Approve replacing a current Preferred Provider Organization
Plan (PPO)with a new Health Maintenance Organization Plan
(HMO)through SDRMA and obtain Board approval for certain
required changes to Agreement with the dental network Thir~
Party Administrator (TPA),
GENERAL MANAGER'S RECOMMENDATION:
That the Board:
1)Approve replacing a current PPO (Silver Plan)with a new
HMO through the Special District Risk Management Authority
(SDRMA);and /
2)Authorize the General Manager to execute an Amendment to
the existing Service Agreement with Delta Health Systems
Corporation (Delta),the District's TPA,to replace the
dental network and to extend the term of the agreement.
COMMITTEE ACTION:
See Attachment A.
PURPOSE:
To present information to the Board concerning new developments
affecting the District's Health and Dental Benefits and to
obtain Board approval for certain actions to be taken by the
District.
ANALYSIS:
Hea~th Bene£its
In January 2008,the District made available three new medical
health plans through its health benefits insurer,SDRMA.The
three plans are Gold PPO,Silver PPO and an EPO plan.Prior to
signing up with SDRMA,the District was self-insured for both
health and dental benefits.Two of the reasons the District
decided to sign-up with SDRMA plans in 2008 were to save money,
and to give Staff a choice between a PPO plan and an HMO plan.
At that time,SDRMA did not offer a true HMO plan but offered
the EPO which is similar to an HMO in that it has a lower out of
pocket cost to the employee.Recently,the District was made
aware that SDRMA now offers two new HMO plans (An Access+HMO 15
and an Access+HMO 20).
Due to inherent selection risk involved,SDRMA will not allow
any of its members to offer more than three health plan options
to its employees.Since the District already offers three
options,it may not "add"a new plan to the current coverage
options.However,SDRMA will allow the District to replace one
of the existing plans with the new HMO plan.Staff is
recommending replacing the Silver PPO Plan with the Access+HMO
15 Plan.
Staff recommends replacing the Silver PPO Plan as this is the
least utilized plan.In fact,currently there are no
participants in this plan.The Staff also believes that the
Silver PPO Plan is the least beneficial plan currently available
to the employees (e.g.high deductibles and higher out of pocket
expenses than the new Access+HMO 15 Plan).Although the
Access+HMO 15 Plan and Access+HMO 20 Plan are exactly the same
with respect to the yearly deductibles and maximum co-insurance
amounts,the Access+HMO 15 Plan offers lower co-pays and lower
out of pocket expenses.
Denta~Bene£its
Although the District joined SDRMA's for health benefits,it
remained self-insured for dental benefits.The District entered
into a Services Agreement,dated January 1,2008 (the "Dental
TPA Agreement")with a Third Party Administrator (TPA),Delta.
(Attachment B).The current Agreement is set to expire on
December 31,2009 and by the end of the agreement the District
will have paid approximately $34,000 in fees to the TPA.
At a recent Strategic Planning Review meeting with the
District's Benefits Broker,Willis,the Staff was informed that
the dental network selected under the Dental TPA agreement,
Community Dental Network (CON),will dissolve by the end of the
year.A new dental network,First Dental Health Network (First
Dental),will replace CON.According to our broker,First
Dental will offer a wider pool of in-network dentists and will
also offer greater discounts to employee claims as well as to
the District Dental premiums for our 2010 open enrollment will
remain the same.
In addition,the District will be adding an EPO dental option
plan which will further save the employees and the District by
receiving greater claims discounts.
To accomplish the replacement of CON with First Dental,the
District will need to amend one of the Exhibits to the Dental
TPA Agreement.In addition,the Staff recommends that the
Dental TPA Agreement be extended for an additional two years.
This request is being presented to the Board because it is
anticipated that the aggregate fees paid to the TPA will exceed
the General Manager's authority during the proposed extension
period.
FISCAL IMPACT:
The Silver PPO Plan is the least expensive plan due to its high-
deductibles and higher out of pocket expenses.As such,it is
the least desirable plan for participants.This is confirmed by
the fact that no one is currently on the plan and last year
there were only two participants who chose the Silver PPO Plan.
By replacing the Silver PPO Plan with the Access+HMO 15 Plan,
the District estimates that the change will be close to being
cost-neutral.Since the Tier III retiree health benefits are
tied to the lowest-cost health plan,and the lowest-cost health
plan will change to the Gold PPO Plan,there will be an increase
of approximately $20,000 per year to fund the retiree health
benefits.However,if approximately 30%(estimated)of the
employees who have the EPO plan change to the Access+HMO 15
Plan,there would be an anticipated cost-savings of
approximately $16,000 per year;with a net cost to the District
of approximately $4,000 per year.The District is uncertain how
cost-neutral this option will be and we will not know for
certain until after open enrollment when employees have made
,,"
their final selections.At the most,this change will be an
increase of approximately $20,000 per year.
In addition,the addition of the EPO dental option will save the
District approximately $8,500 per year based on recent past
claims experience.
STRATEGIC GOAL:
District's FY 09-11 Strategic Plan related to "Retaining a
dedicated workforce."
LEGAL IMPACT:
None.M<rfjjj[.
General Manager
Attachment A -Committee Action
Attachment B -Dental TPA Agreement with Delta Health Systems
effective January I,2008
r......····
ATTACHMENT A
jApproveYeplaclngacurYenfPreferredProvlder
I Organization Plan (PPO)with a new Health Maintenance
I Organization Plan (HMO)through SDRMA and obtain Board
approval for certain required changes to Agreement with
SUBJECTIPROJECT:the dental network Third Party Administrator (TPA)
COMMITTEE ACTION:
The Finance,Administration
reviewed this item at a meeting
the following comments were made:
and Communications
held on September 14,
Committee
2009 and
•Staff is prepping for the upcoming open enrollment period
for Health Benefits.
•When the District initially switched to SDRMA as its
health benefits insurer in January 2008,staff had wanted
to add a HMO plan as an option.SDRMA,at the time,did
not have a HMO plan.The District has been informed that
SDRMA will begin providing two HMO plan options
(Access+HMO 15 and Access+HMO 20)in January 2010.
•The District currently provides an EPO,Gold PPO and
Silver PPO as options.SDRMA allows its members to
provide only three health plan options.Staff is
proposing that the District replace the Silver PPO with
the Access+HMO 15 option.There are no employees on the
Silver PPO plan at this time so there will be no impact
to employees by replacing the plan.
•Because the Gold PPO plan will become the least expensive
plan,there will be a cost associated with adding the HMO
as an option.However,if 30%of employees move from the
EPO to the HMO option,the cost will be approximately the
same as the District's current plan.
•It was noted that the change will not cost the employees
more,it will just add another medical plan option for
employees to choose from.Employees out-of-pocket cost
will be based on the plan they select.
•It was discussed that the proposed change was presented
to the Employee Association and they were supportive of
the change.
•Staff is also proposing the District replace its dental
network (currently CDN)with First Dental Health Network
as CDN will be dissolving by the end of the year.First
Dental Health Network has a larger pool of in-network
dentists and will also offer greater discounts to
employee claims and to the District.The District will
also be adding an EPa dental option plan.If employees
choose the EPa plan it will provide further claims
discounts to employees and the District.
The committee supported staffs'recommendation and presentation
to the full board on the consent calendar.
ATTACHMENT B
DELTA A
HEALTH SYSTEMS
ADMINISTRATIVE AGREEMENT
This Agreement,dated as of January 1,2008 shall be between Otay Water District having its principal
office at 2554 Sweetwater Springs Blvd Spring Valley,CA 91978 and Delta Health Systems
Administrative Corporation ("Delta"),a California corporation having its principal office at 1234 West
Oak Street,Stockton,CA 95203.
When the Client is acting as the Plan Sponsor (as defined in ERISA)under this Agreement,it will be
referred to as the "Plan Sponsor,"and when it is acting as the Plan Administrator (again,as defined in
ERISA)under this Agreement,it will be referred to as the "Plan Administrator."As Plan Sponsor,the
Client is acting in its capacity as the settler ofthe Plan;and,as the Plan Administrator,it is acting in its
fiduciary capacity.
WITNESSETH:
Whereas,the Client,as the Plan Sponsor,has established an employee welfare benefit plan (as defined
in the Employee Retirement Income Security Act of 1974,as amended ("ERISA"»for the purpose of
providing certain benefits to eligible participants;and
Whereas,it is the Plan Sponsor's desire that Delta provide certain administrative services with respect to
the Plan,and Delta is willing to provide such services,subject to the terms and conditions hereof.
Now,therefore,in consideration of the mutual covenants and agreements hereinafter contained,and
other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound_her~by,the parties agree as follows:
1.Responsibilities.
a.Responsibilities of Delta.Delta shall assume responsibility for the specific
administrativeduties set forth on Attachment "A,"which is attached to,and made a part
of,this Agreement.Delta shall accept no responsibility for the work performed by any
prior third party administrator,nor does Delta agree to reevaluate,reprocess or readjust
claims or work previously done by a prior administrator unless otherwise agreed upon.
Delta will perform additional administrative duties resulting from changes in benefit
plans or procedures as the Plan Administrator may legally,properly and reasonably
assign for a fee agreed upon in advance in writing.
b.Responsibilities of the Plan Sponsor and the Plan Administrator.The Plan Sponsor
and the Plan Administrator shall assume responsibility for the specific duties set forth on
Attachments "B"and "C,"respectively,which are attached to,and made a part of,this
Agreement.
G:\Account Management\AdminAgreements\Client Agreements
Page 1
2.
DELTA~
HEALTH SYSTEMS
Compensation.In consideration of services to be provided.under this Agreement,the Plan
Sponsor agrees to pay Delta the fees and reimbursements set forth on Attachment liD,II which is
attached to,and made a part of,this Agreement.Services not specifically set forth on Attachment
"A"may be subject to an additional fee.Delta agrees to provide the Plan Sponsor with sixty (60)
days'prior written notice in the event ofDelta's adjustment ofits fees.
Delta reserves the right to adjust administrative fees stated in this agreement when a division,a
subsidiary or an affiliated Client is added or deleted from this agreement or if the number of
participants decreases by 15%from the average ofthe last three months average enrollment.
.'
3.Ownership of Books and Records;Access by Plan Administrator.Delta aclmowledges that
all records and files maintained by it with regard to the Plan are the property of the Plan
Administrator.Delta will not be held liable for errors in keeping any records required under this
Agreement,except if such errors are the result of its gross negligence or willful or reckless
misconduct.In the event the Plan Administrator or its employees accesses the Plan's records or
files,whether to update eligibility information,process claims or perform some other function,
the Plan Administrator aclmowledges and agrees that Delta shall have no responsibility·or
liability in connection with any actions taken by the Plan Administrator or its employees.
4.Delta Insurance.For the protection ofthe Plan and its participants,Delta shall maintain,at its
own expense,errors and omissions coverage,which shall meet the requirements of ERISA and
any applicable state laws and regulations.
5.Plan Documentation.Delta agrees to prepare,as outlined in Attachment liD",an initial Plan
Document and Summary Plan Description (collectively,the "Plan Documents")for approval by
the Plan Sponsor.Delta further agrees to prepare,at the request of the Plan Sponsor,Plan
amendments to modify a provision of coverage and will assist the Plan Administrator in the
preparation of notices to Plan participants.In the event the Plan Sponsor elects to prepare,or
have a third party prepare,its Plan Document,Summary Plan Description or amendments,the
Plan Sponsor aclmowledges and agrees that Delta shall have no responsibility or liability in
connection with such Plan Document,Summary Plan Description or amendments,and that Delta
shall be indemnified and held harmless against all claims,damages,liabilities,reasonable
attorneys'fees and expenses in connection with any claim,action,suit,proceeding,settlement or
compromise thereof,relating to such documents.
6.Confidential and Proprietary Information.Delta shall at all times maintain and protect the
confidentiality ofPlan information and records,butshall provide with the Client's consent,to the
extent permitted by applicable law,cooperation,information and service to other providers of
services to the Plan.The Client aclmowledges that Delta's proprietary computer software,
records,reports,forms,documents and business methods remain the sole property of Delta and
may not be duplicated or disclosed in (lny manner.
G:\AccountManagement\Admin Agreements\ClientAgreements
Page2
DELTA A
HEALTH SYSTEMS
7.Acknowledgment of Certain Responsibilities.The Client acknowledges that it is the Plan
Administrator and the Plan Sponsor ofthe Plan.This provision may be disclosed byDelta in any
communication,whether oral or written,including,without limitation,periodic .statements to the
Plan Sponsor,the Plan Administrator or the Plan participants.The parties explicitly agree and
affirm that the Plan Administrator is the fiduciary ofthe Plan and,to the extent permitted by law;
Delta is not a fiduciary and has no fiduciary responsibility with respect to the Plan.The Plan
Sponsor acknowledges that it has exclusive responsibility for the design and funding ofthe Plan,
but acknowledges that it may not be amended during the term hereof except by statute or with
prior notice to Delta (although Delta's consent to any amendment is not required).
It is agreed that Delta does not have discretionary authority or discretionary control respecting
management of the funds,payment or non-payment of claims or any other determination with
respect to the Plan and the participants'rights in the Plan.To the extent discretion must be used
in making any decision regarding a claim or an appeal of a denial,Delta shall refer the claim,
together with its recommendation and any medical information needed to make a determination
with respect to the claim,to the Plan Administrator,who shall have the sole authority to make
discretionary decisions with respect to the Plan.
8.Prescription Drug Cards.In the event the Plan includes prescription drug benefits and
participants in the Plan are issued cards in connection with those benefits,the Plan Administrator
acknowledges and agrees that it is responsible for collecting such cards when a participant's
coverage under the Plan terminates,that it is liable for any misuse of such cards following a
participant's tennination and thatDelta has no liability in connection therewith.
9.Additional Payments to Claimants.The Plan Administrator may,by written notice to Delta
signed by an executive officer ofthe Plan Administrator,instruct Delta to pay claims,which are
not payable under the Plan based upon the Plan Documents,upon the condition that such
instruction expressly releases Delta from any liability in connection therewith.The Plan
Administrator hereby acknowledges that such payments will not qualifY for credit toward excess
or stop loss insurance coverage,ifany, and,as such,are considered "outside"the Plan.The Plan
Administrator assumes all legal requirements for such payments.
10.Self Funded Benefits;Insurance.The Plan is funded exclusively by Plan Sponsor and,if the
Plan Sponsor so elects,participant contributions.Delta shall have no responsibility or liability
for the adequacy or sufficiency offunds in the Plan.Bene;fits under the Plan are payable only if
and to the extent any such funds are sufficient to pay related expenses.and/or insurance
premiums required to maintain stop loss,excess or other related insurance in force.Upon
payment ofthe premiums in connection therewith,there will be in effect stop loss or excess loss
insurance.The parties acknowledge that it is the responsibility ofthe Plan Sponsor to determine
ifsuch insurance coverage is needed,to obtain such insurance coverage,to determine the terms
and conditions ofsuch coverage and to provide the funds needed to pay the premiums thereon.
Delta agrees that it shall,as soon as practicable,inform the Plan Sponsor ofthe cancellation of,
or reduction in the amount of,such insurance ifDelta is notified;but,the Plan Sponsor shall,at
all times,remain responsible for providing funds sufficient to pay such insurance premiums as
well as Plan benefits.The Plan Sponsor acknowledges that Delta may notifY Plan participants of
the Plan Sponsor's inability to fund premiums due ifnot paid within thirty (30)days oftheir due
date.
G:\Account Management\Admin Agreements\Client Agreements
Page 3
DELTA.4
HEALTH SYSTEMS
11.Broker Services.In the event the Plan Sponsor elects to utilize the services of a broker (the
"Broker"),the Plan Sponsor agrees to defend,indemnifY and hold Delta harmless against all
claims,damages,liabilities,reasonable attorneys'fees and expenses resulting from actions of,or
services provided by,the Broker.The Plan Sponsor further agrees that,in the event stop loss,
excess loss or similar insurance is obtained through the Broker,Delta shall be indemnified and
held harmless against all claims,damages,liabilities,reasonable attorneys'fees and expenses in
connection with any ciaim,action,suit,proceeding,settlement or compromise thereof,relating to
such insurance.The Plan Sponsor acknowledges that Delta has no ownership or affiliation with
the Broker.
12.Indemnification.
a.By Delta.Delta agrees to defend,indemnifY,and hold the Client harmless against all
claims,damages,liabilities,reasonable attorneys'fees and expensesreasonably incurred
or imposed on it in connection with any claim,action,suit,proceeding,settlement or
compromise thereofrelated to any breach ofthis Agreement by Delta or any negligent or
other tortious or criminal conduct of Delta,its agents or employees.The right to be
defended,indemnified and held harmless here1J11der shall extend to the employees of the
Client,their heirs,personal representatives and assigns.Delta shall iminediately notifY
the Client of any lawsuits or actions,or any threat thereof that may become known to
Delta that might adversely affect any interest ofthe Client.
b.By the Client.The Client agrees to defend,indemnifY,and hold Delta harmless against
all claims,damages,liabilities,reasonable attorneys'fees and expenses reasonably
incurred or imposed on it in connection with any claim,action,suit,proceeding,
settlement or compromise thereof related to (a)any breach of this Agreement by the
Client;(b)any negligent or other tortious or criminal conduct of the Client,its agents or
employees;'(c)any claim for benefits under the Plan.The right to be defended,
indemnified and held harmless hereunder shall extend to the employees of Delta,their
heirs,personal representatives and assigns.The Client shall immediately notifY Delta of
any lawsuits or actions,or any threat thereof that may become known to the Client that
might adversely affect any interest ofDelta.
13.Dispute Resolution.Any dispute,which may arise between the parties as to the proper
interpretation or application of this Agreement,shall be governed by the laws of the State of
California.In the event any legal action or other proceeding shall be instituted with respect to a
breach of any of the provisions of this Agreement and such a breach shall be held to have
occurred,then the prevailing party shall be entitled to recover all expenses incurred.in
connection with such action or proceeding,including reasonable attorneys'fees,through any
appeal.
14.Term and Termination.The initial term ofthis Agreement shall be for two year(s),beginning
on January 1,2008.This Agreement shall automatically renew for successive one-year terms
unless otherwise terminated in accordance with this Agreement.Either party to this Agreement
may terminate it by giving written notice thereof to the otherat least sixty (60)days prior to the
end ofthe first year or any successive year ofthe Agreement.Such termination shall be effective
on the last day of the initial term or any successive term.The provisions of Section 12 shall
G:\AccountManagement\Admin Agreements\ClientAgreements
Page 4
DELTA v""
HEALTH SYSTEMS
survive the termination of this Agreement.Delta may resign without prior notice at any time,if
the Plan Sponsor does not supply sufficient funds to pay approved claims,premiums or any fees
within thirty (30)days ofnotice by Delta ofthe amount due.
As of the date of its termination of this Agreement or of its resignation,as aforesaid;to
administer the Plan,Delta will provide the Plan Administrator,or such agent designated in
writing by the P~an Administrator,standard claims history information of not more than two
years in the fonn ofa computer printout or electronic media.Delta shall not destroy or otherwise
dispose of any Plan records in its possession or custody after the termination ofthis Agreement
unless possession or custody is first offered to the Plan Administrator in writing.
15.Assignment.Neither party may assign its rights or obligations hereunder,except as specifically
provided herein,without the prior written consent of the other.This Agreement shall not be
construed-as granting any rights in favor of any persons other than the parties and their
successors and permitted assigns.
16.Notices.All notices hereunder shall be in writing and delivered by hand,by U.S.first-class mail
or by overnight delivery.Notices to Delta shall be directed to -it as follows:
Leslie Hirschfield,VP,Consumer &Corporate Services
Delta Health Systems Administrative Corporation
1234 West Oak Street
P.O.Box 1147
Stockton,CA 95201
Notices to the Client shall be directed to it as follows:
Otay Water District
2554 Sweetwater Springs Blvd
Spring Valley,CA 91978
Either party may designate another address at any time by appropriate written notice to the other.
17;Entire Agreement;Modification.This Agreement represents the entire agreement between the
parties relating to the subject matter hereof.No provision ofthis Agreement may be modified,
except in writing,signed by the parties.
18.Controlling Law.This Agreement shall be governed by the laws of the State of California,
without regard to its conflict oflaws provisions.
19.Binding Effect.This Agreement shall be binding upon the parties hereto and their successors
and permitted assigns.
G:\AccountManagement\Admin Agreements\Clicnt Agreements
PageS
I,'I~·l
{I
11Ii[:
I
,
f
·]
HIi
f,I
DELTA 4
HEALTH SYSTEMS
In Witness Whereof,the parties have caused this Agreement to be executed as ofthe date first above
written.
DATE:THE CLIENT
BY~I'M~
Its Duly Authorized .lfCAmqh Resou rax NJOjh a.ffH
Tax ill Number:tf5~20 l./Ci2 h1
DATE:DELTA HEALTH SYSTEMS
.ADMINISTRATNE CORPORAnON
~~~¢M
It's Duly uthonzed
VP,Consumer and Corporate Services
G:\Account Management\AdminAgreements\ClientAgreements
Page 6
DELTA A
HEALTH SYSTEMS
ATTACHMENT "A"
TO
ADMINISTRATIVE AGREEMENT
Duties and Responsibilities ofDelta Health Systems
During the term ofthe Agreement,Delta agrees to perform the following service~:
1.Supplies.Provide all standard supplies necessary with respect to the Plan,including enrollment
materials,claim forms and other related documents.
2.Plan Documents.Provide benefit booklets and standard documents to communicate the benefits
available to participants in the Plan and to consult with them when necessary regarding the proper
methods of submitting claims for benefits.Charges for such booklets,documents and consultation are
set forth in Attachment "D.".
3.Communications Regarding Claims.Communicate in appropriate instances with physicians,
hospitals and other persons.or institutions supplying medical or other services,in order to clarify or
verify claims.
4.Claims Processing.Review,process and adjust claims,in accordance with the Plan Documents,
which are incurred on or after the Effective Date ofthis Agreement and are received by Delta prior to the
termination ofthis Agreement.This includes verifYing eligibility;checking for pre-existing conditions;
coordinating benefits with other group plans,auto insurance coverage,workers'compensation and any
other applicable benefit plans;applying contractual and reasonable and customary allowances to billed
charges;applying deductibles and coinsurance;and,upon receipt of funds from the Plan Sponsor,
sending explanations of benefits and non-assigned claim drafts (if any)to the employee and assigned
claim drafts to the service providers.This may also involve review by physician and dental consultants
and consulting attorneys.It is specifically agreed that Delta will not have the authority to make a
detennination with respect to claims decisions requiring the use of discretion,which are addressed in
Section 7 ofthe Agreement.
In the event the Plan Administrator does not elect to enter into a run-out agreement with Delta with
respect to claims received after the termination ofthis Agreement ("Run-Out Claims"),Delta shall have
no responsibility with respect to Run-Out Claims.Insuch event,Delta shall either return any Run-Out
Claims received to the providers or to the Plan Administrator,as shall be directed by the Plan
Administrator in writing.In the event the Plan Administrator does not direct Delta as to return of the
Run-Out Claims,Delta shall return them to the providers.
5.Claims Processing -Run-in Claims.(Initial here ~if this service is desired.)Review,
evaluate and process claims,in accordance with the Plan Documents,which were incurred prior to the
Effective Date of this Agreement and are received by Delta prior to the date set forth in Paragraph 4
above,except for decisions requiring the use of discretion,which are addressed in Section 7 of the
Agreement.
Attachment "A"to Administrative Agreement
Page 1
DELTA A
HEALTH SYSTEMS
6.Denials and Appeals.As required by the Plan Documents and applicable law,notify
participants in the Plan or their assignees of(i)any denial oftheir claim and the right to appeal the denial
and (ii)the decision on appeal.Delta shall review and provide recommendations on any appeals of
denied claims,except for decisions requiring the use of discretion,which are addressed in Section 7 of
the Agreement.
7.Excess Loss Claims.File requests for reimbursement for claims exceeding the stop loss or
excess loss insurance attaclunent point to the insurance carrier and review such reimbursement.Provide
such othernotices regarding claims as may be required by the carrier.
8.Monthly Reporting.Provide the Plan Sponsor and the Plan Administrator with a monthly check
register and a monthly accounting of the self-funded claims activity,including the fund beginning
balance,paid claims,deposits made and ending fund balance.
9.Premiums and Fees.Provide a monthlyinvoice to the Plan Sponsor for stop loss,excess loss or
similar insurance premiums,administrative fees and any other agreed-upon premiums or fees.Remit
applicable premiums and fees monthly to insurance carriers and other service providers.'
10.Cost Containment.Coordinate cost containment features to be included in the Plan.Fees for
cost containment services for which the Plan AdminIstrator contracts with independent parties are in
addition to the administrative fees set forth on Attachment "D".
11.COBRA Notices and Fees.(Initial here ~ifthis service is desired.)Notify participants of
their rights under the Consolidated Omnibus Budget Reconciliation Act of 1985,as amended
("COBRA")upon notification of a qualifying event by the Plan Administrator or a participant;and
collect and disburse premiums for COBRA participants.
12.HIPAA Administration.(Initial here ~if this service is desired.)Assist the Plan
Administrator with its HIPAA administration,including (i)preparing certificates ofcreditable coverage;
(ii)sending such certificates to individuals when they cease to be covered under the Plan,become
covered under COBRA,cease COBRA coverage or request certificates within 24 months of termination
ofcoverage;and (iii)providing information on categories ofbenefits upon request and upon payment of
the costs ofsuch disclosure by the party requesting the information.
13.Delta Network Advantage.(Initial here ~if this service is desired.)Assist the Plan
Administrator in negotiating facility charges for claims falling outside the primary PPO Network.Delta
Health Systems will attempt to negotiate payment terms for all non-network facility claims,both in-
patient and out patient services.All negotiations will be conducted via signed and dated contracts
between providers and Delta Health Systems.Fees for this service will be based on a percentage of
savings and outlined in Attaclunent D.This service is elective and if no election occurs,non-network
facility claims will be paid in accordance with Plan Administrator's benefit structure.
Attachment "A"to Administrative Agreement
Pagc2
DELTA 4
HEALTH SYSTEMS
14.Forms 1099.Issue Forms 1099 for providers ofservices,as required.
15.ERISA Required Filings.Provide data to the Plan Sponsor and the Plan Administrator for
filing documents with governmental agencies as required under ERISA.
16.State Surcharge Filiugs.File reports with the State of New York HeRA and State of
Massachusetts.
17.Other Services.Perform such additional ministerial services with respect to the administration
of the Plan as may be agreed to by the parties from time to time during the term of this
Agreement.
Attachment "A"to Administrative Agreement
Page 3
DELTA~
HEALTH SYSTEMS
ATTACHMENT"B"
TO
ADMINISTRATIVE AGREEMENT
Duties and Responsibilities of the Plan Sponsor
During the term ofthis Agreement,the Plan Sponsor shall:
1.Establishment and Amendment of the Plan.Have exclusive authority to establish,amend and
terminate the Plan,including the determination ofbenefits offered under,and eligibility to participate in,
the Plan.
2.Documentation.Have final authority and responsibility with respect to all Plan Documents,
including the initial documentation and any amendments thereof,and provide Delta with executed copies
thereof.
3.Funding.Have the responsibility to provide funds for payment of benefit Claims under the Plan.
It is expressly acknowledged.that Delta has no responsibility or liability for the adequacy offunds in the
Plan and that claims will be paid by Delta only to the extent of funds made available to it by the Plan
Sponsor.
The Plan Sponsor will provide funds to cover its responsibilities under this Agreement through wire
transfer or such other method of funding as the Plan Sponsor,in its sole discretion,may.from time to
time select,including,but not limited to,the maintenance of a zero balance bank account.Any funds
provided by the Plan Sponsor shall,to the fullest extent permitted by law,remain the exclusive property
ofthe Plan Sponsor,and the Plan shall have no interest,beneficial or otherwise,in those funds.
In the event the Plan Sponsor fails to provide funds for payment of claims within thirty (30)days
of receipt of notice of liability from Delta.Delta will notify Plan participants ofthe Plan Sponsor's
inability to fund processed claims.
In the event that a delay in funding by the Plan Sponsor causes any discounts to be no longer available,
the Plan Sponsor agrees that Delta shall have no liability with respect thereto and that Delta shall be
indemnified and held harmless against all claims,damages,liabilities,reasonable attorneys'fees and
expenses in connection with any claim,.action,suit,proceeding,settlement or compromise thereof,
relating to such lost or rescinded discounts.
4.Excess Loss Insurance.Determine if excess loss insurance coverage is needed,obtain such
insurance coverage,determine the terms and conditions ofsuch coverage and provide the funds needed to
pay thepremiums thereon;and advise Delta promptly upon acquisition of any new or different insurance
contract or adjustment in the premium rate or other changes in the Client's organization which might
affect the status ofthe Plan.
Attachment"B"to AdministrativeAgreement
Page I
l.
·1
{
DELTA A
HEALTH SYSTEMS
5.Notice ofChanges and Amendments.Provide Delta with prior notice regarding any changes in
its procedures or amendments to the Plan Documents in order to allow Delta sufficient time to implement
such changes or amendments.
6.Payment of Fees,Printing Costs and Plan Expenses.Pay to Delta the administrative fees set
forth on Attachment liD,"when due.Except as otherwise provided iIi this Agreement,the Plan Sponsor
shall be solely responsible for all costs and expenses incurred in providing benefits under the Plan,
including,but not limited to,.all costs for professional services contracted for in connection with the
administration ofthe Plan.
Attachment "B"to Administrative Agreement
Page 2
DELTA~4.
HEALTH SYSTEMS
~ATTACHMENT "C"
TO
ADMINISTRATIVE AGREEMENT
Duties and Responsibilities ofthe Plan Administrator
During the tenn ofthis Agreement,the Plan Administrator shall:
1.Eligibility and Enrollment.No later than the 5th of each month,supply Delta with all infonnation
required with respect to employees and dependents eligible to participate in the ·Plan and who are enrolled in
the Plan.Provide Delta weekly notification changes occurring thereafter with respect to the eligibility status of
all Plan participants.Funding for such eligibility premiums will be provided no later then the 15th of each
month or a 1.5%late fee will apply towards the Delta Health Systems administrative fee.
2.COBRA Qualifying Events.Advise Delta promptly ofa COBRA qualifying event.
3.COBRA Initial Notices.Provide all initial notices required by COBRA.
4.Additional Information.Provide Delta with such additional infonnation with respect to matters
incidental to the Plan as may be requested byDelta.
5.Final Authority.Have final authority with respect to all claims detenninations and operations of the
Plan.
6.Compliance with Laws.Be responsible for compliance with applicable state and federal laws.
Attachment "e"to Administrative Agreement
Page 1
DELTA~
HEALTH SYSTEMS
ATTACHMENT "D"
TO
ADMINISTRATIVE AGREEMENT
Fees
January 1,2008
During the term of this Agreement,the Plan Sponsor (Otay Water District)agrees to pay monthly fees in
accordance with the following schedule:
Dental Claims Administration:
Per Employee Per Month $3.75
This rate includes the following services from Delta:Web-site access to Claims,Eligibility and Benefits;On-
line monthly reports and ad hoc reporting;My ePhit for employee only;Eligibility and premium collection
and reporting for Dental and all lines ofcoverage.·.
Note:Separate administrative fees may be implemented based on future discussion ofplan coverage options
that do not include dental coverage.Fees for stand alone coverage options such as medical only,
dental/vision,dental and vision only or fully insured may be imposed.
COBRAIIDPAA Administration:
Per Employee Per Month $1.00
This rate includes the following services fromDelta:COBRA administration and HlPAA certificates for
Dental,Medical and FSA.
One Time Set Up Fee
This rate includes the following services from Delta:Includes initialID cards.
Community Dental Network (First Health)
This rate includes access to the Community Dental Network ofproviders.
$3,500.00
$1.61
The administrative fees shall be payable by the first ofeach month and are guaranteed bythe Delta Health Systems
until December 31,2008.The administrative services provided by Delta are set forth on Attachment "A."Delta
agrees to provide the Plan Sponsor with sixty (60)days'prior written notice in the event ofDelta's adjustment ofits
fees.
Interest earned,if any,on funds deposited in Delta's trust account shallaccrue to Delta to help to offset banking
{fees.The parties acknowledge that Delta must disclose to the Plan Sponsor and obtain specific approval of these
and any other fees derived by Delta that may receive administrative fees from various vendors who supplyservices
to the Plan to cover Delta's administrative expenses in facilitating the vendors'services.
In addition to Delta's monthly administrative fee,the following service fees may be included:
Attachment "D"to AdministrativeAgreement
Page 1
DELTA A
HEALTH SYSTEMS
Plan Documents:Preparation of plan documents and amendment drafting is $95 per hour.If DHS is asked to
have the documents printed for distribution,all printing charges will be passed on to the Plan.
ill Cards:Black and white plastic ill cards will be provided at $1.50 per card and a $1.75 per color card.There
will be an additional fee of$500 for any modifications made to the original plastic ill card by request ofthe client.
Charges may vary upon each request and will be provided to you for approval prior to printing.
Data Mart Reporting Services:Standard On~line reports are available at no extra charge.
Customized Data Analysis (including specialized reports):5 hours per calendar quarter at no charge.
Additional hours will be charged based upon staff level required to complete the task.··
5500s:Form 5500 preparation will be provided upon request at $350 per document.
Notice of change in rates:Delta will provide Employer sixty (60)days advance notice ofany Delta fee increases
beyond the initial tenn ofthe agreement.
Employee Benefit Fairs and/or Customer Service Site Visits:A Delta representative will be available for a
maximum of 16 hours per year at no charge.Additional hours will be charged at $75 per hour.Travel expenses
will be the responsibility ofDelta Health Systems.
Customized Mailings:Printing and mailing costs will be passed on to the Plan.Labor necessary to complete the
task will be charged.at $50 per hour..
Vendor Fees:Vendor pass-through fees are subject to annual adjustment..
Banking Fees:Client shall be responsible for all banking fees.
Run-in Fees:Run in claims incurred prior to January 1,2008 will be processed for a fee of$10.00 per claim.
Consultants'Fees:Fees of medical and dental consultants and any consulting attorneys will be passed on to the
Plan,at Delta's cost.
Auditors:5 hours for responding to internal auditors'requests are included at no charge and then $75 per hour
thereafter.Delta will not charge the Plan Sponsor to assist with outside Auditors requests.
Setup Fee.For initial Plan start-up,the Plan Sponsor shall pay a non-refundable fee of $15,000.00 for expenses
incurred by Delta.
Reprocessing Fee.ill the event a retroactive amendment results in the need to reprocess claims,the Plan Sponsor
agrees to pay Delta's expenses in performing that service.
Other Expenses.For any other expenses incurred by Delta in connection with administration ofthe Plan,Delta
agrees to bill such expenses,limited to the actual amount of cost to Delta,and agrees to allow the Plan Sponsor
access to records ofsaid costs and provided that such expenses are approved by the Plan Sponsor in advance.
Attachment "D"to AdministrativeAgreement
Page2
DELTA \1'
HEALTH SYSTEMS
Subrogation.For expenses incurred by Delta in connection with recovery of Plan assets through a Plan
subrogation provision,Delta shall be compensated at the rate of20%ofthea111ount recovered.Ifthe Plan Sponsor
chooses to utilize the services of an outside subrogation vendor,the Plan Sponsor agrees to pay Delta a fee of$45
per hour ofla.bor necessary to retrieve documentation requested by the vendor.
Out of Network Repricing Services.Plan Sponsor agrees to reimburse Delta or Delta's selected third party
vendor (s)for negotiating discounts offbilled charges from out ofnetworkproviders,equal to 25%ofsavings.
Claims that fall outside of both layers of PPO networks will be considered for Delta Network Advantage fee
negotiations.Delta Network Advantage will attempt tonegotia.te terms for all non-network (inpatient Or
outpatient)facility claims.AU negotiations will be conducted via signed and dated contracts.The Delta fee for
these services is 20%ofthe savings.
Late Fee.There will be a 1.5%late fee imposed on any invoice and/or billing statement ifpayment is not received
within IS-days from the date oftheinvoiceand/orbilling statement.
Translation:Translationservices needed for claims processing will bebilled at cost.
DATE:
DATE:
Attachment "D"to Administrative Agreement
Page 3
THE CLIENT
By:~~Jt~~~~
Its DUly Authorized -flwwttn Re50lArces MOhIt50Y'
TaxID Number:~f'
DELTA HEALTH SYSTEMS
ADMINISTRATIVE CORPORATION
By:/.
/'
It'sDuly Authorized
yp,Consumer and Corporate Services
stAFF REPORT
AGENDA ITEM 7c
TYPE MEETING:Regular Board
SUBMITTED BY:Mark Watton,General Manager
APPROVED BY:
MEETING DATE:
W.O.lG.F.NO:
October 7,2009
DIV.NO.All
SUBJECT:Change of Governance for the Water Conservation Garden
GENERAL MANAGER'S RECOMMENDATION:
That the Board of Directors approve the transition of the governance
of the Water Conservation Garden (Garden)as outlined below.
PURPOSE:
The purpose of the proposed change in governance of the Water
Conservation Garden is to bring about a new model of governance that
combines the benefits of financial stability and support from its
member agencies,while allowing the Garden to operate more
autonomously under the Friends of the Water Conservation Garden
(FOWCG),a more traditional nonprofit organization.
The Garden will remain as a nonprofit organization and will continue
to provide valuable water conservation training,education,and
physical demonstration needed by the water agencies throughout the
region while being allowed to operate under the direction of a board
of directors with the sole purpose of advancing water conservation.
Members of the Conservation Garden Authority (JPA)funded the
construction of the Garden and continue to fund a majority of its
operational costs.Future long-term financial support of the Garden
by members of the JPA under this new model provides valuable water
conservation programs and will continue to utilize the facilities
constructed at the Garden as intended by its founders.
COMMITTEE ACTION:
See Attachment A
BACKGROUND
Currently,the operation of the Garden is managed within a Joint
Powers Authority (JPA)consisting of the Otay Water District,Helix
Water District,San Diego County Water Authority,City of San Diego,
Sweetwater Authority (Water Agencies)and Cuyamaca College.Otay
Water District and Helix Water District provided approximately $2
million each to construct the Garden on land donated by Cuyamaca
College.To fund the annual operation of the Garden,the Water
Agencies provide various levels of financial support.Financial
support for the Garden is also obtained by the "Garden Partners"
program,grants,gifts,memberships,sponsorships,and donations.
The JPA Board of Directors (Board)is completing a strategic plan
that has focused on the governance of the Garden and is exploring
alternatives to the current JPA model.The proposed model would
transition the governance and operation of the Garden to the FOWCG,a
seperate nonprofit entity.Long-term funding for the Garden is
expected to continue in part from the Water Agencies in the JPA,but
the day-to-day operation of the Garden would be the responsibility of
the FOWCG,beginning January 1,2011.
The JPA and the Nonprofit would enter into a facilities use agreement
to define roles and responsibilities with specific performance
standards detailed.The ownership of the Garden remains with the
JPA,and the Garden will be operated by the Nonprofit FOWCG.
Financial support and transition details will be identified in the
facilities use agreement.The belief is that the Nonprofit will be
better able to raise additional funds for the operation and capital
needs beyond reliance on its JPA members.
To better understand the components of the transition plan,the
following framework elements are proposed.
Calendar
The following draft calendar would outline the major milestones and
events in the framework plan:
,
I
II
I
10/2009
10/2009 -12/2010
1/2011
Completion and approval of the Garden's Strategic
Plan.
Facilities use agreement between the JPA and the
FOWCG is prepared and approved.The FOWCG will
recruit for additional board members and hire a
development director exclusively for fundraising.
The JPA continues to operate the Garden
The FOWCG assumes all management responsibilities
of the Garden including maintenance,education,
outreach,and development.The JPA reduces the
number of positions on the Board.The Nonprofit
controls the majority of new Board's positions.
Funding is defined in the facilities use agreement.
The FOWCG and the JPA determine the appropriate
2
level of long-term financial support by JPA members
and amends the facilities use agreement as
necessary.
Governance Transition
I
,
~~.!i[:
'!,I,
10/2009-12/2010 The JPA finalizes and executes the facilities use
agreement with the FOWCG.
1/2011-FOWCG begins operating the Garden.
of Directors includes up to fifteen
consisting of the following:
The FOWCG Board
members
•Three members of JPA.
•Up to twelve board members from the FOWCG,with at least a
total of four FOWCG members to function.
•For the first year,the officers on the Nonprofit Board
will be comprised of a JPA member as president,a JPA
member treasurer,a Nonprofit board member as vice
president,and a Nonprofit board member as secretary.
staffing Transition
•The current positions remain funded at existing levels.
•The Development Director position will be a contract employee.
•The San Diego County Water Authority would provide funds for a
contract Development Director during the transition period.This
person would report to the Garden's Executive Director.An
Oversight Committee composed of the General Manager of the Helix
Water District,the Otay Water District,and the Sweetwater
Authority,as well as the Conservation Executive of the County
Water Authority,would work with the Executive Director to
monitor the Development Director's progress towards specific
funding goals.
•In addition,any contract clerical support will be funded within
the line item for the development director.
•On January 1,2011,the FOWCG will officially assume
responsibilities and expenses associated with the CWA lead
agency role for the Garden employees.
JPA Funding Plan during the Transition Period (Budget Elements for
Revenue Contributions 1/10-6/11)
•Basic Operational Funding -JPA members will provide basic
funding for the second half of FY 2009-2010 at current budget
levels.Otay's share in FY 2009-2010 is $78,750,plus $7,750 In
supplemental funding it agreed to provide to the Garden as
3
"bridge funding",approved at the 9/2/2009 Otay Board of
Directors meeting.
•JPA members commit to funding for FY 2010-2011 at 5%over FY
2009-2010.
•Supplemental Funding (additional funding over the basic
operational funding)
o San Diego County Water Authority (CWA)-$93,000 over
eighteen months (A total of $246,000 including the
development director.)
o Non CWA JPA members -$93,000 over eighteen months (Otay's
share will be $7,750 for FY 2010 and $7,750 for FY 2011.)
•Development Director -Funded by CWA at $153,000 over
eighteen months as a contract employee including clerical
support.Office space will be provided at the Helix Water
District for eighteen months.
•Formation Costs -Funded by JPA Reserves.
•JPA Reserves -Remain with and under the control of the JPA
until 7/1/2011.
•Long-term funding by the JPA for the Garden after 7/1/2011 will
be determined during the transition period and incorporated in
the facilities use agreement.
FISCAL IMPACT:
Funding for $7,750 this fiscal year to help provide "bridge"funding
during the transition period was approved at the Board of Directors
meeting on September 2,2009.
LEGAL IMPACT:
None.
General Manager
Attachments
Attachment A -Committee Action Report
4
ATTACHMENT A
SUBJECTIPROJECT:Change of Governance for the Water Conservation Garden
COMMITTEE ACTION:
The Finance,Administration and Communications Committee
reviewed this item at its meeting held on September 14,2009 and
the following comments were made:
•
•
•
•
•
Staff had presented at last months committee meeting a request
to provide the Water Conservation Garden (Garden)an
additional $7,500 in funding for this fiscal year.The
committee supported providing the additional funding and the
District's Board of Directors formally approved the funding at
their September 2 board meeting.
Staff also shared last month that the Garden was exploring a
new form of governance and would be proposing that governance
of the Garden be transitioned to the non-profit 501(c)3
organization (Friends of the Water Conservation Garden
[FOWCG]).The Garden approved this new form of governance at
their last board meeting.It was noted that CWA,at this
time,still needs to approve the governance change.
Last month a longer transition of the management of the Garden
was discussed.At that time,it was proposed that the non-
profit would assume all management responsibilities of the
Garden by June 2011.The transition date proposed today is
January 2011.However,the FOWCG Board will have an extra
year to add members.
The transition to a non-profit organization would allow the
Garden to operate more as a traditional non-profit
organization,allowing them to focus more on fundraising.
CWA has designated funding for a Development Director who will
focus on fundraising for the Garden.
5
•There was discussion for staff to encourage contractors doing
business with the District to support and promote visitation
to the Garden.
•Staff indicated that the intent of this action would be to
approve transitioning the Garden to a non-profit 501(c)3
organization and the hiring of a Development Director.
The committee supported staffs'recommendation and presentation
to the full board on the consent calendar.
6
Governance Restructuring Plan
For the
Water Conservation Garden
9-14-09
Purpose
The purpose of the for the Governance Restructuring Plan for the Water
Conservation Garden is to detail a new model of governance for the Garden
which combines the benefits of financial stability and support from the current
Joint Powers Authority water agencies while providing for the flexibility!
continuity,and fundraising potential of a traditional nonprofit board.The Garden
will continue to provide the valuable water conservation training,education,and
physical demonstration needed by water agencies throughout the region.In
return,it is expected that strong working partnerships and financial relationships
between the Garden and water agencies will continue indefinitely into the future.
Background:
Currently the operation of the Garden is managed by a Joint Powers Authority
consisting of Otay Water District,Helix Water District,San Diego County Water
Authority,City of San Diego,Sweetwater Authority and Cuyamaca College.Otay
Water District and Helix Water District provided approximately $2 million each to
construct the Garden on land donated by Cuyamaca College.To fund the
annual operation of the Garden the Water Agencies provide various levels of
financial support.Financial support for the Garden is also obtained through
individual,agency,and corporate memberships,sponsorships,donations,grants,
class fees,event income,facility rental,and gift shop income.
At the September 9,2009 Water Conservation Garden Authority Board meeting,
the Board approved the concept of a new form of governance,to go into effect in
January,2011.
Overview:
•The Joint Powers Authority (JPA)would continue to exist.
•The JPA's lease with the Grossmont-Cuyamaca Community College
District for the Garden's land would continue to be in effect.
•The JPA would contract with Friends of the Water Conservation Garden
(FOWCG),an existing tax-exempt charitable organization,to operate the
Garden.The Friends would be tasked with providing water conservation
demonstration and education activities.
•JPA agencies would provide supplemental funding for the transition
period,through June 30,2011.The retail agencies would contribute a total
of $30,000 in addition to current funding in FY 2009-2010,and the Water
Authority would contribute an additional $30,000 in operating funds.
•In FY 2010-2011,the retail agencies would contribute $63,000 in
additional operating funds,and the Water Authority would contribute
$63,000 in additional operating funds.There would also be a 5%cost of
living increase in each agency's regular annual contribution.
•It is anticipated that JPA agencies would continue to fund the Garden after
this period,as long as FOWGC provides water conservation
demonstration and education programs that meet the agencies'needs.
•The San Diego County Water Authority would provide funds for a contract
Development Director during the transition period.This person would
report to the Executive Director.An Oversight Committee composed of the
General Manager of the Helix Water District,the Otay Water District,and
the Sweetwater Authority,as well as the Conservation Executive of the
County Water Authority,would work with the Executive Director to monitor
the Development Director's progress towards specific funding goals.
•Formation costs of the new entity will be funded by JPA reserves.
•An agreement will be made between the JPA and FOWCG to begin
operCilting the Garden in January 2011.
•The current JPA will continue to operate the Garden throughout calendar
year 2010.
•By calendar year 2011,the JPA will be represented by three members on
the FOWCG Board,chosen by the JPA representatives.There will be at
least four and no more than 12 other board members.
•Garden staff will become employees of FOWCG by 1/11.
•FOWCG will assume the responsibilities and expenses associated with
the CWA lead agency role by 1/11,including insurance,human resources,
and payroll responsibilities.
Conclusion:
The Water Conservation Garden Authority believes that the above elements of
governance restructuring will strengthen the Garden's ability to perform its
mission,"promoting water conservation in the southern California landscape
through excellent programs and exhibits that educate and inform the public"well
into the next decades.
AGENDA ITEM 7d
STAFF REPORT
TYPE MEETING:Regular Board MEETING DATE:October 7,2009
SUBMITTED BY:
APPROVED BY:
(Chief)
APPROVED BY:
(Ass!.GM):
SUBJECT:
Frank Anderson,Utility W.O.lG.F.NO:DIV.NO.All
Services Manager 11 ~
Pedro Porras,.f I~
Chief,Water operatl~
Manny Magana;=7f'~./A-;:.A.
Assistant General Ma1 ger,Engineering &Operations
Approval to Purchase Additional ~n -2 n AMR Meters through
Master Meter,Inc.
GENERAL MANAGER'S RECOMMENDATION:
That the Board authorize the General Manager to:
1.Purchase an additional 17,414 ~n through 2 n (small)radio-
read (AMR)meters,needed to complete the District's AMR
meter retrofit program,from Master Meter,Inc.through the
Master Meter,Inc.Agreement approved by the Board on
December 7,2005,and
2.Purchase small AMR meters required for new installs and
change-outs on an as-needed basis through the Master Meter,
Inc.Agreement approved by the Board on December 7,2005.
COMMITTEE ACTION:
See Attachment "An
PURPOSE:
To obtain Board authorization to purchase from master Meter,
Inc.the remaining AMR meters needed to complete the District's
retrofitting program,scheduled for completion through FY 2014
and purchase additional Master Meter,Inc.on an as-needed basis
to meet District's additional small meter needs through FY 2014
utilizing the Master Meter Agreement authorized by the Board on
December 7,2005.
If approved,purchase of AMR meters will be on an annual as-
needed basis dependent upon AMR retrofit progress and the
routes'needs-Additional meters required for new installation
and change-outs will also be purchased on an annual basis.
Retrofit AMR meter purchases will be funded from CIP 2458 and
funding and new meter purchase funds will be customer generated
and charged to the Meter Maintenance Annual Operating Budget.
ANALYSIS:
On December 7,2005 the Board authorized the General Manager to
enter into a ten-year agreement for the purchase of 11,500 AMRs.
The agreement set the terms and conditions for purchasing AMRs
from Master Meter,Inc.and authorized the purchase of 11,500
meters during the first three years of the agreement for initial
scheduled AMR meter retrofits.
On December 6,2006 the Board authorized the purchase of an
additional 17,000 meters for the change-out of the failing RAMAR
units.
Consequently,the total number of :J..;j"through 2"meters
authorized for purchase using the Master Meter,Inc.Agreement
is 28,500.As of this date,the District has purchased 23,685
AMRs with the remaining 4,815 already committed to be purchased.
Currently we are on schedule with the number of change outs.
It is expected that during the next five years the District will
require an additional 17,414 small meters to complete the AMR
meter retrofit program.
The purchasing of meters for new installations will be performed
separately,on an annual as-needed basis,determined from yearly
estimated expected growth and meter sales projections.
To date,Master Meter,Inc.AMR meters continue to be a reliable
and sustainable product and are meeting the District's needs
FISCAL IMPACT //
The purchase of the meters for new meter installations will be
charged against the Meter Maintenance Annual Operating Budget,
2
which will be off-set by the meter fees paid by new customers.
The purchase of new meters will take place only on an as-needed
basis to meet customer demand.
It is estimated that the cost to purchase the proposed 17,414
AMR retrofit program meters will be $2,991,208.40 to be charged
against the AMR/Manual Meter Replacement CIP 2458.The annual
purchase of these meters is dependant upon the schedule of
replacements projected from FY 2010 to FY 2014.As a condition
of the Master Meter,Inc.agreement,the per-meter cost is based
on a defined discount of Master Meter,Inc's published standard
price schedule.To date,Master Meter,Inc.has not made any
adjustments to this schedule.
The total budget for the AMR/Manual Meter Replacement CIP 2458
is $10,477,000.Current expenditures and encumbrances for the
CIP,including the meters purchased under this request ~f
approved,are $6,324,786.
Costs include contract retrofit for three-quarter-inch and one-
inch meters,angle meter stops,ball valves and meter boxes,and
in~house labor for retrofit of meters larger than one-inch.
Expenditure Summary:
AMR/Meter Replacement eIP 2458 Budget:$10,447,000
Expenditures and Encumbrances to Date:$3,333,578
Proposed Meter Purchases:$2,991,208
Total Expenditures and Encumbrances:$6,324,786
Projected Balance of AMR/Meter Replacement $4,122,214eIP2458Budget:
STRATEGIC GOAL:
Implementation of the AMR program per schedule.
LEGAL IMPACT:
None
3
General Manager
Attachment "A"Committee Action
QA/QC approval:
Name<=~~Date:9-n-;JooC{,
4
ATTACHMENT A
Approval to Purchase Additional Master Meters through
SUBJECTIPROJECT:Master Meter,Inc.
COMMITTEE ACTION:
The Engineering,Operations,and Water Resources Committee reviewed
this item at a meeting held on September 28,2009 and the following
comments were made:
•Staff indicated that on December 7,2005,the Board approved
the Master Meter,Inc.Agreement for the District'i AMR meter
retrofit program.To complete the final stage of the program by
FY 2014,staff recommends that the Board authorize the General
Manager to purchase the remaining 17,414 ~"-2"(small)radio-
read AMR meters through Master Meter,Inc.In addition,staff
is requesting authorization to purchase small AMR meters on an
as-needed basis for new installs and change-outs through the
Master Meter,Inc.agreement.
•The Committee inquired about staff's satisfaction with the AMR
meters provided by Master Meter,Inc.Staff indicated that the
AMR meters continue to be a reliable and sustainable product
and are meeting the District's needs.
•The Committee inquired if District staff plans to re-evaluate
the program and consider other alternatives.Staff is
currently evaluating alternative technology,which may include
other fixed based meter reading technology,that may prove to
be more cost effective.Staff plans to pilot test any new
technology before implementation.Staff also noted that Padre
Dam Municipal Water District is currently pilot testing the
"Datamatic Fixed Base Unit"and plans to follow their progress.
•The Committee requested that District staff provide the Board
with an update when staff is moving to the new technology and
updates on Padre Dam MWD's program.
Following the discussion,the Committee supported staffs'
recommendation and presentation to the full board on the consent
calendar.
ATTACHMENT B
Execution/Board Version
AGREEMENT
BETWEEN THE OTAY WATER DISTRICT AND MASTER METER,INC,TO PROVIDE
FOR THE PURCHASE,SALE AND WARRANTY
OF CERTAIN WATER METERS
This Agreement (the "Agreement")is made and entered into by and between the Otay Water
District ("District"),a municipal water district,formed and existing pursuant to the provisions of the
Municipal Water District Law of 1911,commencing with Section 71000 of the Water Code of the
State of California,as amended,and Master Meter,Inc.,a corporation organized,existing and in
good standing urider the laws of the State of Texas ("Seller"and together with District,the
"Parties"),to provide tenus and conditions pursuant to which District agrees to purchase,install and
operate and Seller agrees to sdl,repair,replace and warrant certain radio transmitter read water
meters,all as provided herein.This Agreement shall be dated and effective as of the date it is
approved by the Board of Directors of District,as indicated on the signature page hereof and on
District records (the "Effective Date").
WITNESSETH
WHEREAS,District desires to establish a working automated meter reader program and has
been searching for a company that produces reliable radio transmitter read water meters toautomatf<
as many of its meter reading routes as deemed advisable by District;and
WHEREAS,Seller is in the business of manufacturing,or causing to be manufactured,to its
own standard and specifications radio transmitter read water meters capable oftransmitting data to a
receiver connected to either a laptop computer or handheld devices;and
WHEREAS,Seller represents that it causes its meters to be manufactured to all applicable
AWWA and CaliforniaProposition 65 standards;and
WHEREAS,Seller has agreed to sell and deliver to District 6,500 Dialog 3G-DS radio
transmitter read water meters,as set forth in Exhibit A attached hereto (the "Scheduled AMR Water
Meters"),under the terms and conditions set forth in this Agreement;and
WHEREAS,if the Scheduled AMR Water Meters prove as accurate as anticipated by
District and if other conditions set forth herein are met,District will also purchase from Seller
additional radio transmitter read water meters of similar design,specification and function to the
Scheduled·AMR Water Meters,as set forth in ExhibitB attached hereto (the "Additional AMR
Water Meters"·and together with the Scheduled AMR Water Meters,the "AMR Meters");and
WHEREAS,if the Scheduled AMR Water Meters prove satisfactory to District,District will
order at least 5,000 Additional AMR Water Meters pursuant to one or more purchase orders to be
delivered over a period of not less than twenty-four (24)months in accordance with a schedule to be
agreed upon by the Parties;and
WHEREAS,Seller has represented to District that it has the right,tille and interest in and io
the AMR Meters and all related software and equipment,inclUding the transmitter componerit ofthe
Prior Meters (as defined below)and the AMR Meters (collectively,the "Transmitters")that transmit
the data in the manner required to automate the reading of the water meters,and including the
.authority to sell,warrant,repair,replace or otherwise provide the same to District;and
WHEREAS,in connection with the purchase of AMR Meters by District,Seller will provide
a twenty (20)year warranty to Disuict to cover each and every Tnlnsmitter purchased by District
from Seller and will also provide its standard warranty to cover all other pans of the AMR Meters
purchased by District from Seller;and
WHEREAS,prior to the execution of this Agreement,District has purchased approximately
3,600 narrow band automated meter reader water meters from Seller (the "Prior Meters"),most of
which have been installed and all of which are intended by the Parties to be covered under similar
tenus as the AMR Meters and Transmitters;and
WHEREAS,Seller's warranty will cover the cost of repair or replacement of the
Transmitters,the AMR Meters and the Prior Meters,including the cost of mao.ufacturing or
acquiring any parts needed to repair or replace said Transmitters and meters,to the extent further
described in the warrao.ties attached hereto as Exhibit D,each as hereafter extended or increased by
Seller (collectively,the "Warranty");and
WHEREAS,the warranty period for the AMR Meters and the Transmitters will commence
from the date that is sixty (60)calendar days from the date each AMR Meter and/Qr Transmitter.as
applicable,is shipped to District and,with respect to any AMR Meters that arrive in damaged
condition,District will cooperate with Seller in the filing of any required damaged claims~and
WHEREAS,Seller has provided District a warranty letter extending the coverage described
in the Warranty to the Prior Meters and Seller and District agree that,with respect to each of the
Prior Meters the warranty coverage will he retroactive,commencing on the date each Prior Meter
was shipped by Seller to District~and
WHEREAS,Seller and District agree that District shall be responsible for the initial
installation of all meters purchased from Seller;and
WHEREAS,Seller has provided initial training to designated District staff and will provide
any additional training in the proper use,confIguration,handling and/or in.staUation of its AMR
Meters,as from time to time required by District and agreed to by the Parti~s at a rate of $850.00 per
day,inclusive of transportation and other administrati~e costs incurred by Seller; and
WHEREAS,Seller and District have agreed that Seller shall provide technical support to
District on an ongoing basis and that during regular business hours Seller will respond to inquiries
from District within a period of time not to exceed four (4)hours from the time a question
.concerning the perlormance of any AMR Meters,Prior Meters,Transmitters or any related parts of
said meters supplied by Seller is tendered to the Seller,provided that District shall have performed
troubleshooting procedures as set forth in the.troubleshooting guide provided by Seller and attached
hereto as Exhibit E;and
WHEREAS,in connection with all software Seller recommends that District acquire from
Sellers subsidiary,GreenTree,to be used in connection with the AMR Meters and/or Transmitters,
Seller has informed Disuict that software support is available for one year from date of purchase as
part of the purchase,and,after the one year,under a support contract if one is executed~and
WHEREAS,Seller and District believe that.it is in their respective best interest to enter into
this Agreement for the purposes specified herei!:!.
NOW,THEREFORE,for good and valuable consideration,receipt and sufficiency of which
is hereby acknowledged,District and Seller agree as follows:
(
I';p
','
I,.:
SD 114844·9622·6304 v4 2 Execution/Board Version
1.Incorporation ofRecitals
The recitals above are accurate and true to the best of the understanding of the Parties and
are incorporated herein by reference as if fully set forth herein.
II.Scope ofUse -Right to Protocols
Upon receipt or replacement of any AMR Meters and any related hardware provided by
Seller during the term of this Agreement,District is hereby authorized to use all the aforementioned
for all legal purposes of District.Seller grants to District all right,title and interest necessary for
District to use the AMR Meters and/or calise the transmitter component of the AMR Meters to be
constructed and installed in the meters.
A.Technologv Escrow.On or prior to ninety (90)calendar days of the execution of this
Agreement by District,Seller shall place the protocols (including all technology,technical
information,and intellectual property that is necessary and vital)for the manufacturing of the AMR
Meters into a technology escrow,in form and substance acceptable to District..The technology
escrow may,at District's request,be opened with DIstrict's general counsel office or with District
provided that the reassurances as to the storage,handling and confidentiality of the information so
escrowed shall be acceptable to Seller.
B.Survival.The rights granted hereunder and under the escrow described above shall
survive the termination or expiration of this Agreement as well as any event of bankruptcy,
reorganization or transfer of assets of Seller or other similar events and shall remain in effect for as
l(jng as District owns and operates any AMR Meters purchased hereunder.
C.Integration.Proper protocols or codes and other relevant information shall be made
available by Seller as needed to support any integration with another meter or hardware
manufacturer.Seller will be compensated at its normal travel and/or programming charges,as
appropriate,to·support integration;provided that any software data for a new billing system
provider will be supplied at no cost,except any bridge programming which shall be compensated at
the normal programming rate.
Ill.Term
This Agreement shall be for the term of ten (10)years'hum the Effective Date (the "Initial
Term"),unless extended by the Parties or unless earlier terminated as set forth herein;provided that
any warranty,license,indemnity or insurance given by Seller hereunder shall continue in effect
during the term specified ill connection therewith,or as required in connection with District's
ownership and operation of the AMR Meters or the Prior Meters,as applicable.
A.Extension Terms.This Agreement may be extended for three additional two-year
terms,or one additional six year term (each an "Extension Term"),upon request of
the District and agreement by Seller.On a date that is at least sixty (60)calendar
days prior to the expiration of the Initial Tenn,District will give notice to Seller of
its intent to extend this Agreement either for one two-year term or for one six year
term.IfDistrict opts to extend for only two years,then,prior to the expiration of the
first two-year term or second two year term,as applicable,District will give notice to
Seller if it desires to extend for an additional two year tern\.
SD #4844-9622-6304 v4 3 Execulion/Board Version
..,..-.-..
B.Tenn.As used herein,-the defined term "Term"refers to the period of time during
which this Agreement is in effect,including the Initial Tenn and any Extension
Terms.
IV.Purchase;Price and Payment
A.Orders.The Scheduled AMR Water Meters will be delivered by Seller as set faIth
on Exhibit A.In connection with the purchase of any Additional AMR Water Meters,District will
contact Seller via facsimile,electronic communication or as otherwise requested by Seller to specify
the quantity of Additional AMR Water Meters being purchased and to agree on the delivery
schedule on a per order basis.
1.Special Order.On a date that is within twelve (12)ca:lendar months of the
Effective Date.if the Scheduled AMR Water Meters have proved satisfactory,District
agrees to place an order for not less than 5,000 Additional AMR Water Meters (the "Special
Order")to be delivered to District based on an agreed-upon schedule not to exceed twenty-
four (24) calendar months from the date this Special Order is placed.The price per meter
shall be calculated pursuant to the price schedule in effect at the time of each shipment made
by Seller pursuant to this Special Order.
2.Obligation to Buv.The obligation of District to purchase the Scheduled
AMRMeters,Special Order meters or any other meters or parts shall be void and non-
enforceable,and this Agreement may be terminated by District effective immediately,if it
becomes unlawful for District to order,purchase,use or install any such meters or parts
thereof.
B.Price.For the purchase of the Scheduled AMR Water Meters the District will pay
the price per meter specified in Exhibit A.For the purchase ofany Additional AMR Water Meters
described in Exhibit B,or subsequent or improved series or versions of 3G-DS meters or other
similar or improved technology meters purchased by District hereunder,the Parties agree that the
price per meter shall be calculated as set forth in Exhibit C attached hereto,as from time to time
amended or revised in the manner provided below.
I.The price schedule set forth in Exhibit C is subject to change no more than twice
annualty.Any adjustment made shall be made only as necessary to bring the
price schedule into compliance with Seller's published market rate schedule.
However,any price adjustment shall not cause the price multipliers set forth in
Exhibit C,nor any price multiplier applicable to District at the time of the
adjustment,to be increased.The price multiplier shall be applicable to any other
meters ofany kind or series purchased by District from Seller.
2.Each such adjustment shall become effective on the thirtieth (30th)calendar day
following delivery of notice together with a copy of the proposed price schedule
to District.If Seller fails to give District at least thirty (30)calendar days notice,
Seller may request a waiver and the written consent of District for an adjustment
to become effective at an earlier day,but District shall be under no obligation to
grant such waiver or consent,and the revised price schedule shall become
SD#4844-9622-6304 v4 4 Execution/Board Version
effective on the earlier of,the agreed upon date or thirty (30)calendar days from
the date of actual notice.
3.On the date a revised price schedule becomes effective,it shall replace or become
part of Exhibit C,as applicable,and shall be in effect for any purchases made by
District from the date it is effective to the date one (1)business day prior to the
day the next revised price schedule becomes effective.
4.The term "business day"for the purpose of this Section and this Agreement shall
mean all regular working days in the United States of America,composed of the
traditional five (5)calendar day work-week and excepting traditional holidays.
"Day"shall mean a lnulitional calendar day if not preceded by the word
"business.".If a date specified as the last day for the taking of any action
hereunder falls on a Saturday or Sunday,the deadline for such action shall be the
first business day following such date.
e.The Seller shall invoice District concurrently with the first scheduled delivery of the
Scheduled AMR Water Meters for all such meters in accordance with the price setforth on Ex.hibit
A,and upon delivery of any Additional AMR Water Meters for the meters·so delivered in
accordance with Exhibit C,or any revised price schedule in effect at the time of purchase,as
provided above.Inconnection with each invoice the following shall be applicable:
I.Shipment.For any shipment of $20,000 or more,Seller shall pay the freight and
the meters and/or parts shall be shipped FOB Mansfield,Texas,freight allowed.
For any shipment less than $20,000,freight will be paid by District,all prices,
handling and freight charges must be shown separately on the invoice and the
shipment shall be FOB Mansfield,Texas.If Seller moves its plant closer to a
different shippirig location,the new location may become the new shipping point
if agreed upon by the Panies,but it is the intent of the Parties that Seller will
continue to be responsible for all sh.ipplng costs on s1).ipments of $20,000 or
more.
2.Invoices.District shall have forty-five (45)calendar days from the date of receipt
of an invoice to,without incurring interest and/or penalty charges,either (1)make
payment,or (ii)provide written notice to Seller that District is contesting all or
some of the invoiced amounts.
3.Contest of Invoiced Amounts.District may contest any amounts invoiced for
damaged,defective,non conforming or non delivered items.IT District contests
an invoice,District will provide Seller with information and,if applicable,
documentation supporting the contest.District may withhold payment of the
entirety of the invoice if more than forty percent (40%)of the invoiced amounts
are being contested.Otherwise,District shall remit payment for uncontested
amounts concurrently with its written notice of contested amounts.
4.Seller Review of Contested Amounts;Resolution.Aft~r Seller has an opportunity
to review District's notice of contested amounts,Seller shall contact District to
discuss.If the Parties are able to reach an agreement on the amounts due,Seller
will issue an invoice for the agreed-upon amounts which shall be paid by District
within thirty (30)calendar days of receipt thereof.If the Parties are unable to
I
[,
so #4844-9622-6304 v4 5 ExecurionIBoard Version
-
reach an agreement concerning the amounts due within a reasonable time not less
than sixty (60)calendar days from the date negotiations commence,after good
faith effons to settle the matter are made,Seller or District may pursue any
remedy available to it hereunder or at law or equity.
V.Termination
A.This Agreement may be terminated by District or Seller as follows:
1.Upon sixty (60)calendar days notice by District to Seller of District's election to
terminate this Agreement for any reason,with or without cause,provided that
District shall have fulfilled its obligation to purchase the Scheduled AMR Water
Meters and the Special Order prior to any such termination;
2.Upon thirty (30)calendar days notice by non-defaulting Party that this Agreement
is being terminated due to the occurrence of an Event of Default by defaulting
Party which has occurred and continued for thirty (30)calendar days,provided
that defaulting Party may give non-defaulting Party written notice of its election
to cure the Event of Default,specifying a reasonable cure period (not to exceed
sixty (60)calendar days or other time period acceptable to non-defaulting Party)
during which defaulting Party will cure and present evidence of cure satisfactory
to non-defaulting Party.IT such notice is given,and non-defaulting Party agrees
to the cure period specified by defaulting Party,the notice of termination shall be
deemed rescinded and this Agreement will continue in full force and effect as if
the Event of Default had not occurred unless,after the expiration of the cure
period,non-defaulting Party notifies defaulting Party that the cure is not
satisfactory or has not been completed and the Agreement is terminated effective
on a date speci.fied in this failure to cure notice;
3.Upon thirty (30)calendar days notice by Seller to District,if District fails to pay
the Seller any amounts due by District hereunder,provided that-any amounts·
contested in the manner provided above are considered amounts due and are not
basis for termination until the Parties have reached an Agreement concerning said
amounts or have declared themselves unable to reach an Agreement despite good
faith efforts;and further provided that District shan have an opportunity to cure
the default by paying to Seller prior to the expiration of said thirty (30)calendar
day period all amounts then due,which payment shall rescind the nOtice of
termination and this Agreement shall thereafter continue in full force and effect
as if the Event of Default had not occurred;or
4.
SD #4844-9622-6304 v4
Upon twenty (20)calendar days written notice by either Party to the other if a
force majeure event continues for more than ninety (90)calendar days or if the
other Party becomes insolvent or bankrupt or makes an assignment for the benefit
of creditors.A force majeure event shall mean,for purposes of this Agreement,
damage caused by an act of God,war,terrorism or other casualty,which would
prevent or make impractical compliance with the provisions hereof,or damage
caused under circumstances where it would be impractical or impossible for
either Party to notify the other of the necessity for temporary interference with
compliance of any provision hereof.
6
B.Survival of Obligations.It is agreed and understood that Seller's obligations under
the Warranty and under Section VII,sub-paragraphs entitled "Accuracy"and "Percent Failure"shall
survive the termination of this Agreement and that SeUer,or its successors or assigns,as applicable,
shall be responsible for fulfLlling said obligations during the longer of (i)the Tenn of this
Agreement,or (ii)the tenn such obligation is applicable under the provisions thereof or the
Warranty.
VI.Events ofDefault &Remedies
A.Seller Default.An "Event of Default"as to Seller under this Agreement shall
include any or the following:
1.any breach of any proVISLon or obligation of Seller hereunder,or
misrepresentation by Seller or any person or entity other than Seller providing
warranties or security under this Agreement,which continues uncorrected for
fifieen (15)business days after notice of such breach or misrepresentation is
given by District;
2.failure of more than three percent (3%)or a determination by Seller or District
that there is a design or manufacturing problem with the Transmitters that renders
the AMR Meters not usable or unreliable for the purpose for which they are
intended,provided that Seller will have an opportunity to cure this default in the
manner provided in Section VII,below;
3.the revocation of,attempt to revoke or terminate,or failure to honor,the
Warranty"indemnity or Seller's obligation to investigate the reason for excessive
failures and to provide labor for replacement,as applicable;
4.failure by SeUer to honor an obligation to give District technical assistance with
any problems related to the AMR Meters within the time periods specified
herein;
5.the insolvency of Seller or its failure generally to pay its debts as such debts
become due;
6.the commencement as to Seller of any voluntary or involuntary proceeding under
any laws relating to bankruptcy,insolvency,reorganization,dissolution,
liquidation,arrangement,debt adjustment or relief,including any assignment by
Seller for the benefit of its creditors,the appointment,or commencement of any
proceedings for the appointment,of a receiver,trustee,custodian or similar
official for all or a substantial part of Seller's property;
7.the occurrence of an event that,in the reasonable 0pLI1LOn of District after
investigation,threatens the corporate existence or financial soundness of Seller
including the:(i)filing or recording against Seller,or the property of Seller,of
any notice of levy,notice to withhold,or other legal process for taxes other than
property taxes;(ii)default by Seller for amounts owed or on an obligation
concerning the borrowing of money;or (iii)issuance against Seller,or the
property of Seller,or,or failure of Seller to comply with,a writ of attachment,
execution, or other order,judgment,injection,decree or judicial lien.
SD #4844-9622·6304 v4 7
B.District Default.An "Event of Default"as to District under this Agreement shall
include any of the following:
1.any breach,or misrepresentation by District of any provision of this Agreement
that continues uncorrected for fifteen (15)calendar days after notice of such
breach or misrepresentation is given by Seller to District;or
2.the failure of District to pay any uncontested invoice,or any portion due,as
provided in Paragraph IV,above.
C,Remedies on Default.Remedies of the Parties upon the occurrence of an Event of
Default shall include any of the following:
1,Give written notice of the Event of Default to the defaulting Party;and
2.Give,pursue or request any remedy or cure provided under this Agreement,or
agreed by the Parties,including request for specific performance;and/or
3.In connection with a default described in paragraph A.2,above,due to a failure of
more than three (3%)of the Transmitters or a manufacturing problem,the cure
described under Section vrr,below;and/or
4,Following the ternlination of any applicable cure period.declaring this
Agreement terminated and pursuing any remedy available at law or equity,
Vll.Covenants,warranties and representations ojSeller
In connection with the AMR Meters,the Transmitters,this Agreement,and,as applicable to
the Prior Meters where indicated,the Seller represents,covenants,warrants and agrees as follows:
A.Time for Deliven Seller shall deliver,or cause to be delivered,the Scheduled AMR
Water Meters in accordance with the schedule of delivery set forth in Exhibit A,and shall deliver,
or cause to be delivered,the Special Order pursuant to the delivery schedule agreed upon by the
Parties in connection with the Special Order,and shall deliver,or cause to be delivered,any other
Additional AMR Water Meters purchased by District within standard delivery times based on
availability but,unless otherwise agreed to by District,no later than six:ty (60)calendar days from
the day an order is made.An order shall be considered "made"on the date a confinnation of receipt
of an order is given by SeHer to District following the placement of an order by the District.Each
shipment of AMR Meters,or parts,as applicable,shall contain the following:
I.Meter lnjonnation.At the time of each delivery,and subsequent thereof as
requested by District from time to time,Seller shall provide District with all data
relevant to the meters included in each shipment or delivery,including the
manufacturer name,the model number,and any serial numbers for each item
included in said delivery.This information shall be in both written and
electronic form;
2.Electronic jonn oj DaJa.The data included with each shipment in electronic
form shall be in Microsoft Excel fannat or other format agreed upon by the
Parties.Each shipment shall include only one (l)clean,final,usable fonn of the
electronic data in the agreed upon format.Seller alid District agree that Seller's
failure to deliver a clean,usable error free spreadsheet will result in delays in the
SD #4844-9622-6304 v4 8 Execution/Board Version
II
f
proper installation and incorporation of the affected meters into District's system.
If Seller sends an incomplete or otherwise non-complaint spreadsheet to
District,District shall be entitled to reject any and all future shipments,
in'duding those for which advanced orders have been placed,ifany,and shall
not be obligated to pay for the shipment containing the non-compliant
spreadsheet until an error free spreadsheet is provided and data is
incorporated into District's meter reader system;
3.Software.District intends to use Green Tree meter reading software,or other
software as from time to time recommended by Seller,for all meters purchased
under this Agreement.As long as District is using any software at any time
recommended by Seller,Seller shall insure that its AMR Meters continue to
properly function with that software and any modification or updates to said
software;
B.Quality.Seller will exert its best efforts to deliver high quality AMR Meters in
conformance with its published specifications;
C.Accuracy.Seller will exert its best efforts to ensure that at least ninety-eight percent
(98%)of the meter readings resulting from transmissions from its Transmitters will be accurate,
exclusive of errors due to installation or programming by District or other vendors.If inaccurate
readings in excess of two percent (2.0%)are evident,in addition to all other remedies available to
District hereunder or at law or equity,D.istrict may request Seller,and Seller agrees,to designate at
least one fult rime person from itsslaff for as long as needed for such person or persons to inspect
all meter readers and run all software or hardware tests required to detennine why inaccurate
readings are being provided and to correct the problem;
D.Percent Failure.Seller warrants,represents and will make best efforts to ensure that
the percent failure on the aggregate of the Transmitters and parts provided to District by Seller does
not exceed three percent (3.0%),provided that the following terms shall apply:
1.while tbe aggregate failure rate ofAMR Meters,Transmitters and/or parts sold or
provided by Seller to District is equal to or below two percent (2.0%),Seller will
only be obligated to repair or replace,as applicable,in the manner provided under
the Warranty,provided that a subsequent failure of a 3GDS Meter or part
previously repaired or replaced shall also he counted towards the total percentage
offailure;
2.if the aggregate failure rate of the Transmitters and/or parts sold or provided to
District by Seller exceeds two percent (2.0%)but is less than tqree percent
(3.0%),Seller shall repair or replace,as appropriate under the Warranty,all the
Transmitters that are in disrepair at the time the aggregate failure exceeded two
percent (2%).Seller shall be responsible forall costs related to and incurred in
connection with the repair and/or replacement of all such Transmitters,as
applicable,and shall,in addition do the following:
a.within fifteen (15)business days of the date District informs Seller,either in
writing or via telephone or facsimile communication,that the failure rate has
exceed two percent (2%),Seller shall either (i)notify District that Seller will,
within a time frame not to exceed sixty (60)calendar days,or as otherwise
SD #4844·9622·6304 v4 9
accepted by District in writing,provide or cause to be provided actual labor to
accomplish the repair or replacement of all Transmitters in disrepair at the
time the failure rate exceeded two percent (2%),or (ii)notify District that
Seller will compensate District for the costs incurred by District to'repair
and/or replace,or cause to be repaired and/or replaced,all such Transmitters,
including all administrative costs and aU costs associated with shipping and
handling of the Transmitters and,if applicable and necessary,the actual AMR
Meters,If Seller fails to give this notice to District within said fLfteen (15)
business days,District may undertake to do all acts necessary to accomplish
the repair and replacement and ,Seller shall be responsible for reimbtrrsing all
costs incurred by District in connection therewith upon the written request of
District;AND
b.designate and appoint,at its sale cost and expense,at least one full time
person from its staff,or a contractor,in either case acceptable to District for
as long as needed for such person or persons to (A)test and inspect all
Transmitters,and run all software or hardware tests reqUired to determine
why the meters are failing,(B)prepare a report indicating 'the source of the
problem and the recommended steps and/or procedures for fixing the problem
and preventing same from occurring in the future;and (C)correct the
problem.District agrees to cooperate with such person or persons by making
the software and hardware,including lists of location as maintained by
District,available to such person or persons.Seller shall be obligated to
comply with this provision even if District has undertaken the responsibility
to repair or replace the non-functioning meters in the manner provided in
subparagraph (a)above;
3.if the aggregate failtrre rate of the AMR Meters and/or Transmitters purchased by
or otherwise provided to District by Seller exceeds three percent (3%),Seller
shall be in default hereunder (the "Failure Rate Default").Seller will have sixty
(60)calendar days,or if requested by Seller in writing,Qther longer period of
time agreed to by District,from the date notice is given by District that the failure
rate has exceeded three percent (3%)to cure such default.Cure shall include but
not be limited to the following:(i)within ten (10)business days of the date of
notice,provide or cause to be provided,actual labor to accomplish the repair or
replacement of all the Transmitters in disrepair at the time the failure rate
exceeded three percent (3%);(ii)promptly retain or designate professionals
acceptable to District to investigate the reason for the repeated failures,to inspect
and test all Transmitters provided by Seller to District and to provide or cause to
be provided to District,no later than forty-five (45)calendar days from the date
the professionals are agreed upon,a report making findings as to the cause for the
excessive failure rate;and (iii)within a reasonable time agreed upon by Seller
and District,Seller shall make or cause to be made,at its sole cost and expense,
all other repairs,replacements or corrections recommended by the report,
including any corrections,repair or replacement required to be made to non-
failed meters to ensltre the proper functioning of the AMR Meters in accordance
with the goals of the District as set forth in this Agreement;
so #/4844-9622-6304 v4 10
4.if Seller becomes aware that the failure rate of any series of AMR Meters or
Transmitters sold to District and manufactured as a batch,or by the same
subcontractor of Seller,exceeds ten percent (10%),Seller shall notify District of
that fact and shall inform District of the actions Seller intends to take to correct
the problem,which actions may include but not be limited to the replacement of
all Transmitters manufactured in that batch at the sale cost and expense of Seller.
In computing the number of failures,Seller shall not be held responsible for any
failures attributable to damage due to improper installation of any hardware delivered
to District,and any such failure shall not be considered in the calculation offailure rate
contemplated herein.It is also agreed that if a Transmitter fails due to an act of
District or its agents or employees and is replaced by Seller within ninety (90)calendar
days of initial installation by District,the failure will not be counted towards the failure
rates identified above,provided that any failure due to a manufacturing defect,missing
part or other similar cause will be counted against such failure rates;
E.Technical Support.Seller shall maintain offices or locations staffed by a sufticient
trained and capable staff,adequate to provide District with assistance and instnictions on setup,
installation,and use of the Scheduled AMR Water Meters and Additional AMR Water Meters as
needed:Said staff shall be available at the numbers specified herein or at such other numbers as
from time to time provided by Seller to District;
I.During the term of this Agreement,Seller shall provide technical support to
District within no more than four (4)hours from an initial request for assistance
made during Seller's regular business hours (8:00 a.m.to 6:00 p.m.)CST
Monday through Friday via telephone or facsimile to:
MasterMeter Inc.-Service Center
Phone:(800)765"6518
Fax:(817)842-8100
.email:jpotter@mastermeter.com
2.District may obtain software support directly from Greentree during regular
business hours (7:00 a.m.to 6:00 p.m.EST)or as agreed between District and
Greentree in any software support contract effective from time to time;
3.Seller shall also provide on-site support at the request of District,provided that
District shall fIrst apply any troubleshooting procedures described in the guide
provided by Seller,entitled 3G Troubleshooting Guide and attached hereto as
Exhibit E;and
4.Seller shall provide free software updates for purchased software as such updates
are available or necessary to correct any software problem and will provide
upgrades to the software if so agreed by the Parties under a separate software
contract;
F.Rights Covenant.Seller warrants and represents to District that it has the right,title
and interest in and to the AMR Meters,and all related software and equipment,and the authority to
sell or otherwise provide the same to District.Seller represents that the AMR Meters and all
associated hardware and software contemplated hereunder are proprietary.If District determines or
elects to purchase similar meters or meter reading products from another vendor,Seller agrees to
so #4844·9622·6304 v4 11 ExecuriolllBourd Version f)1
promptly provide all access informati-on and protocols to the new vendor as needed to insure a
seamless incorporation of the other vendor's meters or product;
G.Pedomzance.Seller warrants that the Transmitters will,when properly installed,
transmit reliable meter readings to a receive manufactured by Seller and connected to either a laptop
or a handheld device;
H.Warrant\'.Seller hereby provides District with a twenty (20)year warranty for the
registers and Transmitters consisting of a full replacement warranty for ten (10)years and a tiered
warranty for an additional ten (10)years reflecting a percent discount from years 11 through 20 of
the warranty,all as set forth in Exhibit D under the form of warranty entitled "Dialog 3G-DS
Component Warranty".Seller hereby extends such warranty to provide District with the same
coverage for the Prior Meters as set forth in the letter entitled "Supplemental Warranty"and
attached hereto under Exhibit D.In addition,Seller hereby provides coverage for the body of the
AMR Meters and Prior Meters in accordance with the terms of the warranty entitled "Utility
Products Performance Warranty"attached hereto under Exhibit D.Seller will extend or upgrade
such warranties from time to time as'required to provide District any benefits greater than the ones
described under the Warranty which SeHer makes available to another customer or to all its
customers.In connection with each meter sold or provided by Seller to District,and each meter or
Transmitter replaced by Seller pursuant to the Warranty,the Warranty shall become effective sixty
(60)calendar days from the date the meter or Transmitter is shipped to District,and,for every
replacement meter,Transmitter or other part,on the date the part is either shipped to District or
installed by Seller,as applicable,and shall remain in effect as provided under the Warranty;
1.Compliance with laws,All items sold by Seller hereunder shall be in conformance
with AWWA Standards (including ANSIIAWWA C708-05,as hereinafter·amended or
supplemented)and all other applicable laws,rules and regulations,including Proposition 65 of the
State of California.Seller shall be responsible for obtaining any required permits,inspection
certificates or any other documentation of compliance required in connection with any such items.
Failure to comply with those standards or permits may subject Seller to a product's liability action
in accordance with the laws of the State of California;
J.Manufacturini Standards and Testing.Seller shall test or cause to be tested each
batch of meters in accordance with its practice and procedures before delivering same to District;
K.Product Recall.IT a government entity with jmisdiction over Seller,the AMR
Meters or the Transmitters,a court of competentjurisdiction or Seller at any time detennines,finds
and determines (or orders)that the AMR Meters,or any particular batch or series,should be
recalled,or that a manufacturing defect renders the meters not fit for the purpose for which they are
intended,Seller shall be responsible for all costs and expenses of the recall.For purposes of this
Agreement,said costs and expenses include without limitation,the removal,transportation,disposal
and replacement of the AMR Meters.Replacement meters shall be reliable radio transmitter read
water meters capable of transmitting data to either a laptop or handbelq device;
L.Time is of the Essence.Seller agrees and understands that time and accuracy are of
the essence to District in connection with meter readings.Seller will place an agreed upon number
of meters and parts in consignment with District to facilitate the replacement or repair of any meters
under the warranty within forty-eight (48)hours of notification of failure of a meter;
SO #4844-9622-6JD4 v4 12 ~Execution/Board Version \;JI
\
M.Rejected Meters/Shortages.Upon notice by District to Seller that a meter arrived in
a damaged,defective or nonconforming condition,or any shortage in quantity of any shipment of
meters,Seller shall replace the rejected meter or make up the shortage as soon as possible at no cost
to District;
N.Consignment Meters.At all times during the term of this Agreement,Seller will
maintain no less than two (2)boxes of %x 7.5"and two (2)boxes of %x 9"on consignment with
District to be used to replace any defective,nonconforming or failed meter and shall replace such
consignment meters when used in accordance herewith.Seller will provide a greater number of
consignment meters,or different sizes of meters,upon agreement by the Parties.There will be no
charge or cost to District for consignment meters,provided that said meters,or pans thereof,shall
only be used as needed under the Wan'anty or as provided above upon failure rate of meters.
VITI.Insurance and Indemnification
A.Seller Insurance.Seller shall procure,and maintain during the term of this Agreement,
from insurMlce companies with a Best rating of A VII or better,commercial.general liability
insurance and all other insurance required to be maintained by Seller under all laws applicable to
Seller.
B.Seller Indemnification.Seller shall defend,indemnify and hold harmless District,its
Board of Directors and each member thereof,its officers,agents,attorneys;insurers and
representatives against any and all liability,damages,costs or expenses resulting from any claim,
action,proceeding,lawsuit or other occurrence of similar nature,in connection with the
manufacture,design,sale,title,intellectual property or any other right or interest in or to the AMR
Meters and/or the Prior Meters and/or arising out of the negligence of Seller,its board,
subcontractors,agents or employees.The extent of this indemnification includes,but is not limited
to,Seller'&obligation to reimburse an amounts paid by District to Seller hereunder if a court
determines that Seller had no right to sell the meters to District as provided under this Agreement or
that the meters were no manufactured in accordance with the applicable AWWA or California
Proposition 65 standards.
C.District Indemnification.District shall defend,indemnify,and hold harmless Seller,its
board,agents and employees ag-dinst any and all Liability,damages,costs or expenses resulting from
any third-party claims made or suits brought against Seller (that are not related to the issues covered
by Seller Indemnification)and which arise out of the negligent storage,handling,installation or use
by District of the AMR Meters,Prior Meters or Transmitters.
IX.Successors andAssigns;Notice
A.This Agreement and all of the terms,conditions,and provisions hereof shall inure to
the benefit of and be binding upon the Parties hereto,and their respective successors and assigns;
provided,however,that no assignment of this Agreement shall be made without prior written
consen~of the other Party to this Agreement.Any attempt by the Seller to assign or otherwise
transfer any interest in this Agreement without the prior written consent of District shall be void.
Since the primary consideration of District in entering this Agreement is the qualifications of the
SO 1t4844-9622-6304 v4 l3
Seller,as opposed to a low bid.District will refuse to consent to assignments if it considers the
assignee to have lesser qualifications.
B.Notice.Any notice or instrument required to be given or delivered by this
Agreement may be given or delivered by depositing the same in any United States Post Office,
registered or certified,postage prepaid,or via facsimile,provided that sender shall retain and be able
to produce proofof successful fax,addressed to:
District:
Otay Water District
2554 Sweetwater Springs Boulevard
Spring Valley,California 91978-2004
Phone:(619)670-2280
Fax:(619)660-0829
Attention:General Manager
Seller:
Master Meter,Inc.
10 1 Regency Parkway
Mansfield,Texas 76063
Phone:(800)765-6518
Fax:(817)842-8100
Attention:Jerry Potter,President
Any notice given as indicated above shall be effective upon date of mailing or facsimile
delivery.
X.Miscellaneous
A.Entire ANeement.This Agreement and the attached Exhibits represent the entire
understanding by and between District and the Seller as to those matters contained herein.All
Exhibits,documents or certificates attached to or referenced in this Agreement are incorporated into
this Agreement as if fully set forth herein.No prior oral or written understanding shall be of any
force or etIect with respect to those matters covered hereunder
B.Amendment.This Agreement may not be modified or altered except in writing signed
by the Parties.
C.Applicable Laws.The Agreement shall be interpreted in accordance with the laws of
the State of California without regard to its conflict of laws principles.
D.Venue.The proper vellue for the resolution of ally dispute hereunder which the Parties
are unable to resolve in an amicable manner shall be with the superior courts within the County of
San Diego,California.Each Party hereby submits to the jurisdiction of said courts.
E.Drafting.The terms of this Agreement have been negotiated by the Parties and the
.Agreement shall be considered to have,and shall be construed as it has.been drafted by both
Parties.
F.Effect of Waiver.No waiver of any default or other provision hereof,or failure of
either Party to enforce a right hereunder,shall be deemed a permanent waiver of said term,right or
provision or prevent or limit the enforcement of any other concurrent violation of the waived right,
default or provision in the future..
SD 114844·962:2-6304 v4 14 Execution/Board Version
Effective Date=Date of,Approval by Board of Directors of District ==IZ---7 ,2005
Date:\2:""'~-D 5'
Its:General Manager
Jerry Pott
XI.Execution.Each person executing and delivering this Agreement represents to the other
Party that it hasfull authority to enter into and execute this Agreement and bind the Party
on whose behalfit is signing to comply with all terms and conditions ofthis Agreement.
Its:President
·Date:#1-
COPIES:o Fll...E (l Orig.), 0 Seller (I Orig),0 PROJECT MANAGER,0 ACCOUNTS PAYABLE
APPROVED AS TO FORM:
~~Yur~cald~I~-7-2-00:;:
General Counsel
Otay Water District
....~...
SD 1t4844-9622-6304 v4 15 Execwion/Board Version
/EXHIBITB
Additional AMR Water Meters
Dialog Meter Descriptions
3;4 x 7.5
3;4 X 9
I"
11/2"
2"
BL06-20D-NAA-2-3G or equal or superior Master Meter meter
BL07-20D-NAA-2-3G or equal or superior Master Meter meter
MJ09-2(G or L)D-(N or A)AA-2-3G or equal or superior Master Meter meter
MJ 11-2(0 or L)D-(N or A)AA-2-3G or equal or superior Master Meter meter
MJ13 -2(0 or L)D-(N or A)AA-2 -30 orequal or superior Master Meter meter
At the option of District,as specified at the time each order is placed,an Additional AMR Water
Meter will be either as identified above,or any other similar,eqnivalent or better meter.All meters
purchased shall be counted towards the aggregate number used to identify the pricing category of
the meter purchase,provided that,if the pricing schedule for the meter ordered is different from the
pricing schedule attached to this Agreement as Exhibit C,the proper pricing schedule shall be used
,to set the pri~e of the meter so purchased.
so #4844-9622-6304 v4
Execution/Board Version
EXHIBIT A
Scheduled AMR Water Meters
Price and Delivery Schedule
Price Schedule for Scheduled AMR Meters
Size I}rice per meter
%x 7.5"$112.50
%x 9"1.25.00
1"135.38
1-Y2"215.38
2"275.38
Price and Delivery Schedule for Scheduled AMR Meters
\",----Delivery Date Quantity Description Price per Meter Total
January 1,2006 500 %x 7.5"$112.50 $56,250
2750 %"x9"125.00 343,750
March 25,2006 500 %x 7.5"112.50 56,250
2750 34"x 9"125.00 -~.nQ
TOTAL 6,500 $800,000
\[(,
EXHIBITB
Additional AMR Water Meters
Dialog Meter Descriptions
3,4 X 7.5 BL06-2GD-NAA-2-3G or equal or superior Master Meter meter
%x 9 BL07·2GD~NAA-2~3G or equal or superiorMaster Meter meter
I"MJ09-2(G or L)D-(N or A)AA-2~3G or equal or superior Master Meter meter
11/2"MJl1-2(G orL)D-(N or A)AA-2-3G or equal or superior Master Meter meter
2".MJl3~2(G or L)D-:(N or A)AA-2-3G orequal or superior Master Meter meter
At the option of District.as specified at the time each order is placed,an Additionat AMRWater
Meter will be·either asidentified above,or any other similar,equivalent or better meter.Allmetets
purchased shall be counted towards the aggregate number used to identify the pricing category of
th~nieterpurchase,provided that;if the pricing schedule for the meter ordered·is different from the '
pricing schedule attached to this Agreement as Exhibit C,the proper pricing schedule shall·be usedtosetthepriceofthemetersopurchased.
SO #4844-9622-6304 v4
EXHIBITC
Price Schedule for Purchase of
3G Meters by the Otay Water District
No.of
Meters 0-5,000 5001-1 0,000 10,001-15,000 :::15,001+
List Pricel
Multiplier 0.51 0.49 0,48 0.46
METER Material PRICE PRICE PRICE PRICE
SIZE (per meter)(per meter)(per meter)(per meter)
3/4 x 7.5"EnviroBrass $312.52 $159.39 $153.13 $150.01 $143.76
I"Bronze 365.22 186.26 178.96 175.31 168.00
1.5"Bronze 574.12 292.80 281.32 275.58 264.10
'1"Bronze 705.34 359.72 345.62 338.56 324.46...
I"EnviroBrass 401.69 204.86 196.83 192.81 184.78
1.5"EnviroBrass 661.02 337.12 323.90 317.29 304.07
2"EnviroBrass 825.26 420.88 404.38 396.12 379.62
-'No.of
Meters 0-5,000 5001-10,000 10,001-15,000 :::15,001+
List Pricel
Multiplier 0.49 0.47 0.46 0.45
METER Material PRICE PRICE PRICE PRICE
SIZE (per meter)(per meter)(per meter)(per meter)
3/4 x 9"EnviroBrass 348.56 170.79 163.82 160.34 156.85
Seller and District have agreed that,in consideration of the discount given be Seller to District in
connection with the Scheduled AMR Water Meters,District will initially purchase Additional AMR
Water Meters at the list price mUltiplier under the first column,above,(.51),except for any %x 9"
meters in connection with which the special schedule above has been agreed upon.There will be no
credits or reimbursement for any meters purchased under a higher multiplier,however,District and
Seller has agreed that the multipliers identified above will apply to the purchase by District of any
other meters ofSeller.~
SD #4844-9622-6304 \'4
See Attached
SD #4844-9622·6304 v4
EXffiBITD
Warranty
.I(
D1ALOG®3G·DS Component Warranty
DIALOG 3G-DS registers and external transmitters (herein know as ·product")are warranted to be free from defects in materials and workmanship for Ten
(10)years from date ofshipment by M~slerMeter and at a prorated replacement cost of list price during the following Ten (10)years based on the
discounted rate value listing below,
All other 3G-DS System components are warranted 10 be free from defects in materials and workmanship for One (1)year from dateofshipmen!by Master
Meter.
If a product fails to perform as warranled,Master MeIer will repair or replace the product.at Master Meter's sale option.at no charge 10 the customer,subject
to the terms ofthe warranty.This warranty shall not be applicable to products that have been damaged by willful misconduct,negligence,vandalism,act of
God,exposure to adverse service conditions or improper installation,use or repair.
Master Meter's liability under this warranty is expressly limited to repair or replacement of the product,at Master Meter's option.The repaired Dr replacement
product will maintain the original meter's warranty based on the original purchase date.The customer must pay for freight cost of the relUrned product or
products to the factory or service center designated by Master Meter.The product replaced becomes the property ofMasterMeter.
Master Meter further warrants that any 3G register or external transmitter installed shall be free from batterydefects in manufacturing and design for a period
often (10)years from the date of shipment in the relevant DIALOG3G-DS product (such period is defined as the "Battery Warranty Period").Master Meter
will repair or replace a product that is non-performing due to battery failure free of charge for the first Ten (10)years and at a proraled replacement cost
based on the current list price dUring the remaining Ten (10)years as folloWS:
Year of Failure Replacement Cost
1-10 Full Replacement
11 30%
12 35%
13 40%
14 45%
15 50%
16 55%
17 60%
18 65%
19 70%
~20 75%
,DISCOUNT PERCENTAGES \NILL BE APPLIED AGAINST PUBLISHED LIST PRICES IN EFFECT AT THE TIME THE PRODUCT IS ACCEPTED BY .J~'"~MASTER METER UNDER WARRANTY CONDITIONS.THE WARRANTIES CONTAINED ABOVE HEREOF ARE THE ONLY WARRANTIES WITH RESPECT 1~1 .~.
,-,);TO THE LISTED PRODUCTS.AND ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED,BETWEEN THE PARTIES OR ARISING BY ;./fi.li,'...:~!,
'"~LAW IN PARTICULAR.WASTER METER DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR II PIIRTICULAR ]1'"<'.,!PURPOSE THESE WARRANTIES SHALL BE VOID IN TIlE EVENT THAT THE FAILURE OR DEFECT IN TliE LISTED PRODUCT HAS ARISEN AS II I~'.'.
;1'RESULT OF THE PRODUCT BEING USED FOR ANY PURPOSE OTHER THAN THAT WHICH WAS INTENDED AND APPROPRIATE AT THE TIME O~'[~.,,"."7
. .i!MANUFACTURE INCLUDING USE IN A CONFIGURATION OTHER THAN AS RECOMMENDED OY MASTER METER OR AS A RESULT OF IMPROPER 1("";~',"/i.f MASTER INSTALLATION OR MAINTENANCE.MASTER METER'S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE.MASTER METER SHALL NOT ::-<:;~~,i,:.;~a BE SUBJECT TO AND DISCLAIMS THE FOLLOWING:(1)ANY OTHEROBLlGA.TIONS OR LIABILITIESARISING OUT OF BREA:H OFCONTRACT OR OF I~t~f;~-i ".1~·,J WARRAI-rrY (2)ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NeGLIGENCE AND STRICT L1ABIUTY)OR ARISING ~P~~\I(J~I~METER UNDER OTHER THEORIES OF LAWWITH RESPECTTO PROOUCTS SOLDOR SERVICFS RENDERED BY MASTER METER,OR ANY UNDERTAKINGS.It)...fri'.[rt .~ACT OR OMISSIONS RELATING THERETO.AND (3)ALL CONSEQUENTIAL,INCIDENTAL,SPECIAL.MULTIPLE,EXE.I.lPLARY.AND PUNITIVE '(";r'~lr~t~~f;DAMAGES WHATSOEVER.FORM MM1008 06/20/2005 ~~;~:~:.;1£~~1J1r,.._-.-..._-.....--..._.---_._-...._-__._-_......__.~._....,.._-.......-__....,'"..._.1:;::tt«.~.I'''''''''...o::.i iF',""~!!;~....•..••.•.•,"'I-··)"···~'··''>-·''.~...>,."r~l~"',,"..',[.'-",..".~~".-','~"'~'~"~-""'""""""".-,,,_.,.~,__.<=o.'-"'1"~~.-<"~~~:";:~:;-.·.:.;.,:Yfl~~~'·, :-<.~~~iliS;:~'~1~~~·P'r~·,.;.'i$"".!,)1:;1 ~'F,?717"~7t~:"'::~{;?-~~-,:.~~~qr{~"""~~.,,..~/~:~'~·:r'i}Y~K;Z~&.~~F·,.~'~-"',::~1i¥'.,.I,~~f~'''"~;~"~~~'(&.,~":J"~~.4"l ~4 ~~~?",I ~"~?!Ji.-~"~~~",R1:::,,;~~l.Thi~~~~)\·4fr.·"~ft~~jl&;W">~:~,..,~...r~~.WI/lfJl·~~1 :t~~:;~~~~:=-'if'-\~I.I·";~.~:'-I1!~.$Ji.i-;!!'0"J",]gf.l.~~-Cl:'.-:-...:.~",~\B~·-"".,-:::,..,rT,1'\~';"-""r-,'-~"'"":~lf~,,,"E'z:-;"''-'C;:.,.~f;;lp;J'.';~_lq ...:,......,s''~f~~-''~,-::..-....<~J¥G'-:o.,...._.:.=.7''-':'--~.:'·.::...~:,."r--\~r·-"~~A~'Z~~~'~~~~--··~~~~~r-~~··~~
....-..-."1.",---"-.#~---.~•.-...~...,...'-~.,--"~~~~'~...._.__~
101 REGENCY PARKWAY
MANSFIELD,TX 76063
817-842-8000
FAX 817-842-8100......._...._.__._---.--.__..__~_."-_.
Supplemental Warranty
Master Meter specifically agrees to extend our 3GDS warranty to all of the 3GNB units that
the Otay Water District currently has within its coverage area as of November 1,2005,
The warranty period on these units began when they were shipped to the District or an
authorized Master meter Distributor.The additional Warranty becomes effective when and
only when the contract titled "Agreement Between the Otay Water District and Master Meter
Inc.to provide for the purchase,sale,a~d warranty of certain water meters"is executed.
Jerry Potter
President
Master Meter Inc.
- 1 .
Problems that can occur our in the field when reading 30 installed routes:
1.No transmission from unit (3G under the glass,universal 3G single or dual switch,and WR clip on).
2,Transmitter number mismatches,
3.Receiver failure.
4.Cable failure:Antenna cable between the receiver and antenna,USB cable or RS 232 cable between
the receiver and PC.
5.Reads not matching:PC read to odometer read.
6.Wrong user codes
r~,~
MASTER
METER
EXHIBITE
13G Trouble Shooting Guide
No Transmission from unit or weak transmission:
I.List of things to check.
a)Check cable connection between receiver and computer is not loose
b)Check the antenna connection to the receiver is not loose.
c)Check that the receiver is on,and the led is blinking orange orsolid orange.
d)Check that the stop button in your route management software wasn't accidentally clicked.
e)Make sure you've imported the correct route,
f)Make sure you are dose to the pit of transmitting register if trouble shooting.
g)Check the pit status,it can be filled with dirt or water which can at times attenuate RF signals
h)Cross check the transmitting number on the register or Universal to the number and address it
corresponds to in the route.n Try corrununicating with another unit then try the problematic unit once more.
j)Query the unit using the 30 technician software for TX ON/OFF;ifTX is of,activate unit.IfTX is
ON check Transmission interval;the transmission interval for a drive-by system should be ]0
seconds and for fixed area network,Sub-metering only,it should be 300 seconds.
k)If the unit is transmitting,check the user code and make changes ifit is different.
I)If all above is checked and the unit is not responding replace register or WR.Note;when replacing
the 30 register on a bottom load meter you don't have to turn the water off and take the meter out of
the pit.Refer to 3Gregister change out guide.If you are replacing WR,refer to the WR installation
guide.
Transmitter number mismatches:
When a transmitting number doesn't match the number ill the route management software,you will get a no
response meaning the number/address will not clear from the list in the bottom window ofyour Route
management software;it could be possible that the number assigned to the particular address may in fact be
transmitting from another location.It is always good to cross check numbers in your software to the
transmitting number for verification when ever you are confronted with an unusual read or no read.
Ifnumbers are mismatched,make necessary corrections in local data base
SO #4844·9622·6304 v4
,-
Receiver failure:
Make sure the receiver is fully charged at all times;when charging,make sure the receiver is turned off.
When using in drive-by,make sure the power is always plugged.
Cable failure:
Cables are very important components of the system.Be careful when handling,plugging,unplugging;and
installing cables to your recei ver and computer.
Typical failures of cables are:loose connections,cuts in the cable,tangled cables,and end connections
stripped from the cable.
Reads not matching:PC read to odometer read.
ll1is is identified when there isan abnormal difference in usage in the reports printed form the reads.
Note:berore any changes verify that the number in the route is the same as the transmitter number you are
trouble shooting.
I.In this case you need to compare the pc read to the odometer read of the meter
with the problem using the 30 technician software.
2.If the read difference is more than 3 pulses,this means that the register is not
registering properly,if this is the case replace register.Refer to register change
out guide.
Alerts/statuses:
Leak (Alarm),CCW,and Tamper are the three statuses transmitted from the 30 register.
Leak (Alann):This means that there is a leak at that location on the customer's side.This will appear on
your screen only if water is being used continuously for 24 hours.
Locations with leaks need to be doublechecked to verify the leak status.Some leaks will not be noticeable.
The register is very sensitive and will detect the slightest movement in the line.It will detect a leak as small
as a commode leak in the bathroom.If it is a temporary leak the alarm will reset itself.
CCW:This means counter clockwise read.This will appear on your screen if water flows in the opposite
direction asrnuch as 30 gallons or more,.or ifthe meter was installed in the wrong direction....
When you receive a CCW status you can interrogate the unit to see how much water passed through the
meter CCW.You can reset the status and the CCW read to zero any time after problem is taken care of.
CCW is also helpful in installations.If a meter is installed facing the wrong direction,once 30 gallons of
water passes through the meter,it will send a CCW status
Tamper:This will appear on your screen when meter is tampered with a magnet.
SD #4844·9622·6304 v4
AGENDA ITEM 7e
5TAFF REPORT
TYPE MEETING:Regular Board MEETING DATE:October 7,2009
SUBMITTED BY:
APPROVED BY:
(Chief)
APPROVED BY:
(Ass!.GM):
SUBJECT:
Frank Anderson,Utility W.O.lG.F.NO:DIV.NO.All
Services Manager~~1
Pedro Porras,
Chief,Water Oper lons
Manny Magana,~~
Assistant General Man~er,Engineering &Operations
Authorize the General Manager to Purchase Large Meters
GENERAL MANAGER'S RECOMMENDATION:
That the Board authorize the General Manager to:
1.Purchase 3"and larger (large)Master Meter,Inc.radio-
read (AMR)meters as needed to complete the retrofit of
existing manual read meters to AMR meters within the
District's existing AMR routes,and
2.Purchase additional large Master Meter,Inc.,or other
manufacuted,radio-read meters on an as-needed basis as
required to meet the Districts large meter needs.
COMMITTEE ACTION:
See Attachment "A"
PURPOSE:
To obtain Board authorization for the General Manager to
purchase large meters to complete the District's AMR meter
retrofitting program and as required to meet the District's on-
going large meter needs.
It is anticipated that the AMR retrofit program should be
completed no later than FY 2014.Meters for the AMR retrofit
program will be purchased under the AMR Retrofit CIP.
Large meters purchased to replace under-registering meters per
AWWA standards and for new meter requirements will be purchased
separately on an as-needed basis from Master Meter,Inc.or from
a different vendor,as dictated by its application.These meters
will be purchased from a specific Large Meter Testing Program
CIP funding account or from the an operating budget as
appropriate.
ANALYSIS'
For the purpose of these projects,large meters are considered
three-inch and larger;therefore,in order to fully complete the
routes as AMR routes,and ensure a more accurate consumption
reading,a specific amount of large meters need to be purchased.
This process is expected to be completed in conjunction with the
AMR Retrofit Program,estimated to take four more years.Staff
determined that there is a need to purchase 112 large meters to
complete the District's retrofit program.
It is also expected that as a best management practice that the
District will regularly flow test all large meters starting with
the remaining large meters not yet in AMR routes.During this
testing,several meters could be deemed inaccurate and under-
registering based on AWWA standards thus reducing revenue to the
District.Larger meters typically consume more water and create
more revenue for the District.Due to the higher expense of
larger meters,expediting the purchase of these large meters in
order to recover water loss from the under-registering meters
could surpass the current purchase level approval of the General
Manager.
The purchasing of new large meters for new installations will be
performed separately,on an annual basis,from expected growth,
estimated every year per meter sale projections.
FISCAL IMPACT:
It is estimated that the cost to purchase the proposed 112 large
AMR retrofit program meters will total $410,088 to be charged
against the AMR/Manual Meter Replacement CIP 2458.The annual
purchase of these meters is dependant upon the schedule of
replacements projected from fiscal year 2010 to fiscal year
2014.
2
The total budget for the AMR/Manual Meter Replacement CIP 2458
is $10,447,000.Current expenditures and encumbrances for the
CIP,including the meters purchased under this request,and the
retrofit meter request if approved,are $6,734,874.
The total budget for the Large Meter Testing CIP 2484 is
$535,000.This CIP account will fund the contractual testing
large meters,meter testing data analysis by District
Engineering staff,and for any large meter purchase deemed
necessary due to failing test results.Current expenditures
encumbrances for this CIP are $7,524.
AMR/Manual Meter Replacement Expenditure Summary:
of
and
AMR/Meter Replacement CIP 2458 Budget:$10,447,000
Expenditures and Encumbrances to Date with
proposed purchase of two-inch and smaller $6,324,786
AMR meters:
Proposed Large Meter Purchase:$410,088
Total Expenditures and Proposed $6,734,874Encumbrances:
Projected Balance of AMR/Meter Replacement $3,712,126CIP2458Budget:
Large Meter Testing CIP 2484 Budget:$535,000
Current Expenditures:$7,524
Current Balance of Large Meter Testing CIP $527,4762484Budget:
STRATEGIC GOAL:
Implementation of the AMR/Meter Replacement program and Large
Meter Testing program per schedule.
LEGAL IMPACT:
None
LEGAL IMPACT:
None
General Manager
Attachment "AU,Committee Action
QA/QC approval:
Nam63<~
4
ATTACHMENT A
SUBJECTIPROJECT:Approval to Purchase Additional Large Meters
COMMITTEE ACTION:
The Engineering,Operations,and Water Resources Committee reviewed
this item at a meeting held on September 28,2009 and the following
comments were made:
•Staff is requesting that the General Manager be authorized to
purchase 3 u and larger (large)Master Meter,Inc.~adio-read
(AMR)meters to replace the existing manual read meters to AMR
meters within the District's existing AMR routes.In order to
meet the District's large meter needs,staff also recommended
the purchase of additional large radio-read meters on an as-
needed basis.
•Staff stated that the new large meters could be master meters
and will meet AWWA standard requirements.
•Staff indicated that the District will regularly flow test all
large meters,starting with the remaining large meters that are
not yet in AMR routes.
•The committee inquired if there is an industry average for
quantifying what is considered an "inaccurateU meter.It was
noted that the District utilizes AWWA M6 Standards to test
meters.The standard indicates that the average accuracy limit
is ±5%(note that the specific percentage is related to the
size of the meter).
•The Committee inquired about the "Large Meter Testing CIP 2484
Budget U of $535,000,and asked why the "Proposed Large Meter
Purchase u is only $410,088.Staff indicated that there are two
CIP's related to this request.CIP 2458 identifies $410,088
for the purchase of large meters for the AMR/Meter Replacement
Program.CIP 2484 identifies $535,000 to obtain a contractor
to test all large meters,analyze the test data,and retrofit
existing infrastructure.The total requested by staff is
$945,088 (or $410,088 +$535,000).
Following the discussion,the Committee supported staffs'
recommendation and presentation to the full board on the consent
calendar.
6
,
AGENDA ITEM 7f
MEETING DATE:October 7,2009
W.O./G.F.NO:P2010-DIV.NO.ALL
001101
TYPE MEETING:
SUBMITTED BY:
APPROVED BY:
(Chief)
APPROVED BY:
(Asst.GM):
SUBJECT:
STAFF REPORT
Regular Board 'If
James F.Peasley
Engineering,Mana er
Rod posada~I)~.
Chief,Engineering
Manny Magafia-·1it~4ol!.....::~
Assistant Generalfanager,Engineering &Operations
Authorization of ~eneral Manager to Execute a Non-Competitive
Professional Services Agreement with MWH Americas Inc.for a
North District-South District Service Area Intertie Study
GENERAL MANAGER'S RECOMMENDATION:
That the Otay Water District's (District)Board of Directors
(Board)authorize the General Manager to execute a non-
competitive professional services agreement with MWH Americas
Inc.(MWH),a professional engineering consulting firm,to
prepare for the District a North District-South District Service
Area Intertie Study in an amount not to exceed $119,505.
COMMITTEE ACTION:
Please see Attachment A.
PURPOSE:
That the Board authorize the General Manager to execute a non-
competitive professional services agreement with MWH in an
amount not to exceed $119,505 for preparation of a North
District-South District Service Area Intertie Study (Study).
ANALYSIS:
In April 2007 staff made a presentation to the Board regarding
the Integrated Water Resources Plan (IRP).The IRP formalized
the development of strategies and approaches for water supply
diversification,which included the continued exploration of the
feasibility for local water treatment plant supply opportunities
and pursuit of a North District to South District inter-
connection.
The Sweetwater Authorities (SWA)Robert A.Perdue Water
Treatment Plant (Perdue WTP)is one such obvious example of
supply diversification and the conveyance system can also be
used for a North District to South District interconnection.
Staff has had discussions with SWA staff regarding the
feasibility of potential cooperative efforts to implement
mutually beneficial projects consistent with the goals and
objectives of the lRP.
Given the current water supply uncertainties and supportive
encouragement from SWA,it is believed that it is a good time to
pursue the important Perdue WTP opportunity.
The scope of work for the Study,Attachment B,includes the
evaluation of conveyance,pumping,and storage system
requirements to convey the SWA Perdue WTP supply and
interconnection between the North District and South District
Systems,as well as an evaluation of various routing arid site
alternatives.The South District to North District
interconnection would be capable of conveying Rosarito
Desalination water supplies to the North District.
Mr.William Moser,with MWH,has recent and extensive past
experience of 37 years with regional water systems in San Diego
County working on water supply and conveyance for SDCWA,SWA,
Helix Water District,and the District.Mr.Moser is well
respected,is held in high regard,and has developed an
excellent level of trust with SWA and District staff.Staff
believes,and is confident,that it is in the District's best
interest to have MWH,with Mr.Moser as project manager,to
perform the Study scope of work.
Mr.Moser is very familiar with Water District facilities,
through preparation of the District's 1995 Water Resources
Master Plan,and familiar with the water facilities and SWA
Perdue WTP's numerous projects since 1985 and its past Master
Plans.Mr.Moser recently prepared a brief technical memorandum
on options for connection to SWA system,which will serve as a
starting point for this proposed Study.
The schedule to award the MWH professional services consultant
contract for the Study is October 2009.The Study effort is
projected to take four to five months,with completion projected
in March 2010.
FISCAL IMPACT:?~
The total budget for ClP P2010,Sweetwater Authority Perdue WTP
Connection to 36-lnch Main,for the next six years is $4,000,000
approved as a part of the Fiscal Year 2010 budget process.
Expenditures to date are $11,209.86.
outstanding commitments and -forecasts
$130,714.86.
Total expenditures,plus
to date,are approximately
Based on a review of the budget,the Project Manager anticipates
the budget will be sufficient to support the Study effort.
Finance has determined that 40%of the funding is available from
the Expansion Fund and 60%of the funding is available from the
Betterment Fund.
STRATEGIC GOAL:
Preparation of a North District-South District Service Area
Intertie Study supports the District's Mission Statement,"To
provide the best quality of water and wastewater service to the
customers of the Otay Water District,in a professional.,
effective,and efficient manner,"and the District's Strategic
Goal,in planning for infrastructure and supply to meet current
and future potable water demands.
LEGAL IMPACT:
Legal counsel reviewed District policies and determined that the
Board,at its discretion,may authorize and direct the General
Manager to enter into non-competitive professional services
agreements.
P:\jpeasley\BD 10-07-09,Staff Report,Otay Sweetwater Supply Feasibility Study-MWH,(JP-R~).doc
JFP/RP:jf
Attachments:Attachment A
Attachment B
QA/QC Approval:
_BQ~-
NAME
SUBJECT/PROJECT:
P2010-001101
ATTACHMENT A
Authorization of General Manager to Execute a Non-
Competitive Professional Services Agreement with MWH
Americas Inc.for a North District-South District Service
Area Intertie Study
COMMITTEE ACTION:
The Engineering,Operations,and Water Resources Committee
reviewed this item at a meeting held on September 28,2009 and
the following comments were made:
•Staff is requesting approval of a non-competitive
professional services agreement with MWH Americas Inc.to
prepare the North District-South District Service Area
Intertie Study in an amount not-to-exceed $119,505.
•Staff is recommending that the contract be awarded to MWH
Americas,Inc.,with Mr.Moser as project manager,to
perform the Study.Mr.Moser is very familiar with the
District's facilities as he prepared the District's 1995
Water Resources Master Plan.He is also familiar with
SWA's water facilities and the Perdue WTP's numerous
projects.Staff stated that Mr.Moser has 37 years of
experience with regional water systems in San Diego
County working on water supply and conveyance for SDCWA,
SWA,Helix Water District,and Otay Water District.
Staff stated that Mr.Moser was instrumental in
documenting the justification in obtaining $4.2 million
from CWA for the District's East County Regional Treated
Water Improvement Program and that he has developed a
high level of mutual trust with SWA and the District.
•Staff indicated that the additional purpose of the Study
is to consider another alternative supply for potable
water from the SWA Perdue WTP should it prove viable.
•Staff noted that the intertie project would allow the
District to move any acquired water supplies available to
the North District,such as the Helix WD Levy WTP source,
to the South District and also move any acquired water
supplies available in the South District,such as the
possible Rosarito sea water desalination source,to the
North District.The study will focus on the Coral Canyon
alignment along with a SWA Perdue WTP supply opportunity.
•In addition,should the alternative water supply from the
SWA Perdue WTP any time of the year become a reality,it
would allow for the deletion of a large reservoir
currently identified in the District's CIP as it would no
longer be required.
•There was discussion regarding the decision to sole
source the study contract.It was indicated that Mr.
Moser has the expertise and knowledge of both SWA and
District's system and should other vendors bid on the
contract,they would need to contract with Mr.Moser to
complete the study.Thus,it was decided to sole source
the contract.
Following the discussion,the Committee supported staffs'
recommendation and presentation to the full board on the consent
calendar.
5
ATTACHMENT B
OTAY WATER DISTRICT
North District-South District Service Area Intertie Study
Scope of Work
Objectives:
The North District to South District Service Area Intertie Study (Study)and subsequent report
preparation will address three potential alternatives to meet the following two primary
objectives:
1.Obtain perhaps up to 10,000 gallons per minute (gpm)from Sweetwater Authority
(SWA)in the winter months and possibly in emergency conditions such as scheduled
or unscheduled treated water pipeline shutdowns (i.e.,Pipeline Number 4)by the San
Diego County Water Authority (SDCWA).
2.Convey treated water from the Gtay Water District (WD)North District to the South
District and from the South District to the North District service areas during normal
or emergency conditions.Water supplied from the proposed Rosarito Desalination
Plant could be conveyed to the North District via the interconnection.
Three general alignments are to be addressed;Western alignment,RWCWRF force main,
alignment,and Proctor Valley alignment.The goal is to provide two benefits,(1)a link between
the 640 Pressure Zone of Regulatory System using the existing 36-inch transmission main in San
Carlos Street as the northern connection point,which is connected to the SDCWA Gtay WD No.
11 Flow Control Facility (FCF)in Paradise Valley Road and the 624 Pressure Zone in the
Central Area System in H Street and (2)as an emergency 10,000 gpm supply source connected
to SWA with the treatment at the Robert A.Perdue Water Treatment Plant (Perdue WTP)located
at the Sweetwater Reservoir.
Approach:
Brief descriptions of the RWCWRF force main and the Proctor Valley alignment options will be
presented in the report along with the reasons that they are not competitive with the western
alignment possibilities.These reasons include the need to wait for development along Proctor
Valley Road (not build now and then later having to move a pipeline),pumping to 1296
hydraulic grade elevation only to bleed back to 640 elevation,the need to upgrade existing pump
stations,etc.
The RWCWRF force main alignment involves three pump stations (all new)-two feed north to
south and one feeds south to north.It would also be necessary to review the capacities of pump
stations from the 624 Pressure Zone to the 980 Pressure Zone to assure water can flow in this
direction.
The Proctor Valley Road alignment would require one new pump station at Perdue WTP and
evaluation of the 832-1 Pump Station,944-1 Pump Station,and 1296-1 Pump Station for the
north to south flow.The south to north would require review of existing pump stations plus a
new station to the 1296 Pressure Zone.
There are a number of potential pipeline alignments for the western alternative as could be
multiple connection points to the SWA system.It has been assumed that two connection points
and no more than four pipeline alignments will be presented.
It has also been presumed that Otay WD will provide support.One area will be in the
preparation of GIS graphics that can be used to illustrated pipeline locations and to determine
pipeline construction lengths.The second will be to run the Otay WD network model to provide
hydraulic information in determining pipeline size and pump station total dynamic head.
Western Alternative(s)
A previously prepared technical memorandum described a pump station and pipeline that would
connect to pipelines of the SWAin Bonita Valley and run in Central Avenue and Corral Canyon
Road to H Street or in a combination of Conduit Road,San Miguel Road.,Proctor..Valley Road.,
and Corral Canyon Road to H Street.From either of these an extension to the San Carlos Street
or to the FCF on Paradise Valley Road needs to be identified and costs estimated.
For the South District to North District flow condition it has been determined that water would
be pumped from the 624 Pressure Zone into the 711 Pressure Zone (the existing pumping
capacity is adequate)and from there through the proposed pipeline to the North District 640
Pressure Zone.
For the North District to South District flow condition it has been determined that a pipeline be
also connected to the South 624 Pressure Zone and that a booster pump station would be required
to move the water from the 640 Pressure Zone in the north to the 624 Pressure Zone in the south.
A second pump station would be required to move water from SWA to either of the Otay WD
pressure zones.
Valving and metering will be required to allow the multiple flow scenarios.
The ability for SWA to take water from the new pipeline in an emergency will also be defined
including the type of facility required.
Scope of Work
Project Administration and report QAlQC.
Project Meetings:
Kickoff meeting with Otay WD and SWA
Progress Meetings with Otay WD (assume three)
Coordination meetings with Otay WD and SWA (assume three)
Establish design condition for 10,000 gpm emergency supply outage scenario
•Perdue WTP to Central Area System 624 Pressure Zone
2
I
I
t~~-
•Perdue WTP to Regulatory System 640 Pressure Zone
•Month of emergency,i.e.what is demand condition of the system
•Flow to be taken from Perdue WTP during winter months
•Flow to be taken from Perdue wTp during summer to keep pipeline water fresh
•Flow to be transferred from 640 Pressure Zone to 624 Pressure Zone
•Flow to be transferred from 624 Pressure Zone to 640 Pressure Zone
Determine and map up to four pipeline alignment possibilities and points ofconnection to SWA,
the North District service area,and the South District service area.Meet with Otay WD and
SWA to verify and modify as necessary.Identify major utility crossings such as drainage,
SDCWA aqueduct,Otay WD,and SWA transmission mains.Have Otay WD staff prepare GIS
scaled maps illustrating pipeline locations.
Prepare hydraulic analyses of each alignment for each flow condition and for the likely demand
in two seasons (summer or winter).Prepare schematics that illustrate connection points,valve
arrangements,and meter locations to satisfy all flow conditions.This requires network analyses
by OtayWD.
Prepare preliminary hydraulic profiles.
Determine makeup of each pump station for three conditions;pumping from Perdue WTP,
pumping from North to South District and South to North District service areas.Determine if
one or two pump stations are required.Make preliminary selection of pumps and prepare scaled
mechanical layout.
Identify two potential locations for each pump station.
Meet with SWA and Otay WD to present preliminary layout and findings and solicit comment
and input on SWA facilities that need to be upgraded,expanded,modified,etc.Modify,as
appropriate,and estimate operating costs for annual and emergency take from the Perdue WTP.
Prepare table(s)of total capital cost for each of the three alternatives using unit cost estimates for
pipeline and pump station construction estimates.Add reasonable factor for engineering and
administration and contingency costs.
The construction cost estimates will be an AACE International CLASS 5 Cost Estimate.
Class 5 estimates are generally prepared based on very limited information,and subsequently
have wide accuracy ranges.Typically,engineering is from 2%to 10%complete.They are often
prepared for strategic planning purposes,market studies,assessment of viability,project location
studies,and long range capital planning.Virtually all Class 5 estimates use stochastic estimating
methods such as cost curves,capacity factors,and other parametric techniques.Expected
accuracy ranges are from -20%to -50%on the low side and +30%to +100%on the high side,
depending on technological complexity of the project,appropriate reference information,and the
inclusion of an appropriate contingency determination.Ranges could exceed those shown in
unusual circumstances.
Prepare table(s)of annual cost using data from SWA for purchase from Perdue WTP and energy
costs assuming $0.16/kWh.Add pump station maintenance costs but no annual maintenance for
pipelines.
3
Show annual costs with and without capital amortization;for annual cost ofcapital assume
projects are funded using 25 year bonds at 5%interest.
Coordinate with the Otay WD environmental staff to prepare Initial Check List -provide
mapping,and respond to questions.
Prepare a draft and final reports.Draft report will be submitted in pdf and word format on a
compact disc.The final report will be printed with 10 copies for Otay WD and 10 copies for
SWA.
The scope and fee are based on the assumption that Otay WD and SWA will provide the
following:
•GIS support by Otay WD to prepare graphics ofpipeline alignments and site plans for
pump stations.
•Hydraulic network analyses ofexisting and proposed major pipelines in the 640, 624,and
711 Pressure Zones to determine the hydraulic grade line required at the pump station
location options.
•Participation in the initial workshop to define alignments and connection points to
existing facilities.
•Details on existing facilities (i.e.,pipeline materials and size,etc.)that will be part of,or
connected to,new facilities developed in the Study.
4
Fee Proposal
OTAY WATER DISTRICT
NORTH SOUTH SERVICE AREA INTERTlE &SWA Emergency Conn
Hours Non-Salarv Costs
Task No.Pri"
Project Engr-Senior-Prin-Prin-Suprv Senior Assoc Suprv
Manager Chk OM Elect/Ie Mech/Str Prof Prof Prof Prof Design Design Admin Labor Total Labor CAD CAD $9.50 Mise Subtotal 10%Total Total
Activity $250 $210 $190 $175 $190 $150 $140 $120 $100 $125 $110 $85 Hours Cost Hours Cost APC ODCs Subs Nonsalary Markup Non-Salary Costs
Pro·eet ManaQement
Admin 12 40 52 $6,400 $ $494 $494 $49 $543 $6,943
ONOC 8 24 12 44 $7,580 $$418 $418 $42 $460 $8,040
$
Pro·ect MeetinQs 34 34 $8,500 $$323 $250 $573 $57 $630 $9,130
$-
Establish Desion Conditions 8 8 $2,000 $$76 $76 $8 $84 $2,084
$
West Evaluation $
alionmentstudies &MappinqlUtilityRes 8 8 $2,000 $ $76 $76 $ 8 $84 $2,084
hydraulics,schematics,hyd profile 16 40 56 $9,600 $$532 $532 $53 $585 $10,185
pumpselec!bldo lavout 16 24 40 80 $12,960 40 $670 $760 $1,430 $143 $1,573 $14,533
Pumpsta location s 8 8 $2,000 $ $76 $76 $8 $84 $2,084
Review session 8 8 $2,000 $ $76 $76 $8 $84 $2,084
Refinement 8 24 32 $4,640 24 $402 $304 $706 $71 $777 $5,417
$
construction cost estimatin 2 8 40 50 $8,020 $$475 $475 $48 $523 $8,543
$
Capital and O&Mcostevaluation 8 8 $2,000 $ $76 $76 $ 8 $84 $2,084
$
Coordination with Environmental Consultant 24 12 36 $7,680 $ $342 $342 $34 $376 $8,056
$
DraftReport 60 40 40 140 $22,800 $ $1,330 $500 $1,830 $183 $2,013 $24,813
$
Final Recart 40 20 60 $11,700 $$570 $1,000 $1,570 $157 $1,727 $13,427
$
Total 260 0 32 0 24 40 52 0 0 0 104 112 624 $109,880 64 $1,072 $5,928 $1,750 $$8,750 $875 $9,625 $119,505
Z:IOtay WaterDistrlct\MarketlnglNoth SouthService EmergencylOWD Intertie PBW input (4),xls
STAFF REPORT
AGENDA ITEM 79
TYPE MEETING:Regular Board MEETING DATE:October 7,2009
SUBMITTED BY:
PPROVED BY:
(Chief)
Lisa Coburn-Boyd O<~
Environmental Compliance
Specialist
Ron Ripperger ~
Engineering Manager
Rod posada~~~~
Chief,Engineering
PROJECTI
SUBPROJECTS:
R2096-004000
R2095-004000
S2018-004000
DIV.NO.4
Award of a Professi al Engineering Services Contract for the
Ralph W.Chapman Water Reclamation Facility Upgrade Project
APPROVED BY:
(Ass!.GM):
SUBJECT:
Manny Magafia---i
Assistant General Engineering and Operations
GENERAL MANAGER'S RECOMMENDATION:
That the Otay Water District (District)Board of Directors
(Board)authorize the General Manager to execute a Professional
Engineering Services agreement with MWH Americas,Inc.(MWH),a
professional engineering consulting firm,for the Ralph W.
Chapman Water Reclamation Facility (RWCWRF)Upgrade Project in
an amount not to exceed $460,000.
COMMITTEE ACTION:
Please see Attachment A.
PURPOSE:
That the Board authorize the General Manager to execute a
Professional Engineering Services agreement with MWH in an
amount not to exceed $460,000 for the RWCWRF Upgrade Project
ANALYSIS:
The District's RWCWRF Upgrade Project consists of three CIP
projects (CIP Nos.R2095,R2096,and S2018)that were combined
for this engineering services contract.The three projects are
related because they are all components of an overall upgrade of
the RWCWRF.
The first component of the upgrade project is the modification
of the treatment process at the facility to improve the
reduction of Total Nitrogen in the treat~ent plant effluent.
The RWCWRF treatment process must be modified to improve
nitrogen reduction because the Facility has not been meeting its
monthly average effluent discharge limit of 9.4 mg/L total
nitrogen.A Nitrogen Reduction Study of the treatment process
was conducted in early 2009 by PBS&J.The conclusion of the
Study was that the treatment process could be modified by the
addition of an anoxic zone prior to the aeration zone (pre-
anoxic)to meet the effluent requirements for total nitrogen (T-
N).An abandoned aeration basin on the east side of the current
aeration basin can be refurbished for use as the anoxic basin.
The second upgrade component is the rehabilitation of the
facility's process air blower system.Currently,the RWCWRF
blower system consists of two sets of blowers and associated
piping.One set,which was installed in 1980,is seldom used
since they were replaced in 1992 by two larger blowers.Under
current plant operations,a single blower is used to supply air
to the grit chamber,aerated channels,activated sludge basins,
and filters.A Study of the process air blower system was done
by District staff earlier this year.This Study concluded that
the replacement of the existing blower equipment,controls,and
piping would make the system more efficient and result in
significant cost savings.
The third part of the facility upgrade is the enhancement of the
level of automation at the RWCWRF.An Automation Enhancements
Assessment of the facility was completed by Westin Engineering
in 2008.The report provided an assessment of the processes,
control approaches,and SCADA system with recommendations for
improvements and an Action Plan.The work for this task under
the contract will include miscellaneous improvements of facility
automation at the Process Area Controller level utilizing some
of the recommendations from the Westin Study as a basis for the
design of the system.
The final component of the project is the removal of the damaged
filter backwash storage reservoir floating cover at the facility
and the design of a replacement cover.The replacement cover
may be another floating cover or a fixed cover depending on the
existing needs of the facility.
2
A Request for Proposals to provide the engineering services was
issued on August 13,2009 to eleven consulting firms.These
eleven firms had submitted Letters of Interest and Statements of
Qualifications in response to the advertisement for engineering
services for the project.On September 2,2009,three proposals
were received from the following firms:
•Lee &Ro
•Malcolm-Pirnie
•MWH
The eight firms that chose not to propose are AECOM,Alfa Tech,
Bailey Environmental,Carollo,PBS&J,RBF,RMC,and Tetra Tech.
In accordance with the District's Policy 21,staff evaluated and
scored all written proposals and also conducted oral interviews
with the three firms.The interview selection panel was
comprised of five (5)Staff members.After completion of the
interviews,the panel completed the consultant ranking process
and concluded that MWH was the most qualified consultant,with
the best overall proposal.References for MWH were checked and
received high ratings.A summary of the complete evaluation is
shown in Attachment B.
District Staff met with MWH to negotiate the fee and review the
proposed scope of work.Staff added a component to the scope of
work to provide construction support services and asked MWH to
provide a cost proposal for these services.MWH reduced their
costs for the project management,preliminary design and bid
services tasks of their original cost proposal from $160,000 to
$124,500 and added the costs for construction support services,
$70,000.These changes resulted in a net increase of $34,500 in
the cost of the project.District Staff is confident that MWH
::::A:e:::::T:O aver~evel.
The funding for the engineering services for the RWCWRF Upgrade
Project will be available from the budgets of the three CIP
projects,R2095,R2096,and S2018.The approved total budget
for R2095 is $75,000,the approved total budget for R2096 is
$1,000,000,and the approved total budget for S2018 is $50,000
Based on a review of the budget,the Project Manager anticipates
the budgets will be sufficient to support the engineering
services.The funds for the engineering services will be
3
expended in FY2010.See Attachment C-1, C-2,and C-3 for
additional details on the expenditures for each CIP Project.
Finance has determined that 100%of the funding is available
from the General Replacement Fund for CIP projects R2095 and
R2096 and that 100%of the funding is available from the Sewer
Betterment Fund for CIP project S2018.
STRATEGIC GOAL:
This project supports the District's Mission Statement,"To
provide the best quality of water and wastewater service to the
customers of the Otay Water District,in a professional,
effective,and efficient manner."This project also supports
the District's Strategic Goal,"To develop and implement
Treatment Plant Enhancements including automation for remote
operation and shutdown,technology improvements,and upgrade of
facilities."
LEGAL IMPACT:
None.
P:\WORKING\CIP R2096 -RWCWRF Blower System Rehab-Replace\Staff Reports\RWCWRF Upgrade Project -
Staff Report_09-14-09 doc
LCB/RR:jf
Attachments:Attachment A
Attachment B
Attachment C-1
Attachment C-2
Attachment C-3
QA/QC Approved:
D-4Y
4
DATE
ATTACHMENT A
Award of a Professional Engineering Services Contract for
the Ralph W.Chapman Water Reclamation Facility Upgrade
Project
SUBJECT/PROJECT:!
R2096-004000
R2095-004000
S2018-004000
COMMITTEE ACTION:
The Engineering,Operations,and Water Resources Committee
reviewed this item at a meeting held on September 28,2009 and
the following comments were made:
•Staff is requesting approval of a Professional
Engineering Services agreement with MWH Americas,Inc.
for the Ralph W.Chapman Water Reclamation Facility
(RWCWRF)Upgrade Project in an amount not-to-exceed
$460,000.
• A request for proposal was sent to eleven consulting
firms on August 13,2009 and three proposals were
received.Staff indicated that in accordance with Policy
21,staff evaluated and scored all written proposals and
conducted oral interviews with the three firms.The
interview selection panel was comprised of five (5)staff
members from various departments.After completing the
consultant ranking process,staff concluded that MWH was
the most qualified consultant,with the best overall
proposal.
•Staff explained the four components of the Upgrade
Project:
-Modify the treatment process to improve the
reduction of total nitrogen in the treatment plant
effluent;
Rehabilitate the facility's process air blower
system to increase efficiency and lower energy cost;
Enhance the level of automation at the RWCWRF;
Remove the damaged filter backwash storage reservoir
floating cover and design a replacement cover.
•Staff indicated that the reduction in total nitrogen is
necessary to meet the permit limits for the facility.
Also,an evaluation had been conducted to determine the
benefits of the components of the Upgrade Project.Staff
indicated that the upgraded facility would provide energy
savings through the enhancement of the blower system and
the repair of leaks in the process air piping.It was
found that the blowers were oversized for the facility
and they will be replaced with a system that allows for
various speeds that are appropriate for the individual
processes.The study also identified that the pipes were
leaking air at various areas (energy is lost through air
loss).A separate study had also identified ways to
optimize the plant through automation to make it more
efficient and require less manpower.The upgrade project
should provide a significant amount of cost savings,
however,it is difficult to quantify until the system
design is complete and operational.
Following the discussion,the Committee supported staffs'
recommendation and presentation to the full board as a consent
item.
ATTACHMENT B
SUMMARY OF PROPOSAL RANKINGS BY PANEL MEMBERS
<RWCWRF UPGRADE PROJECT>
(WRITTEN )ORAL'
TOTAL AVERAGE ReferencesUnderstandingofSoundnessandConsultanrsAVERAGEAdditionalPresentation,Qualityof SCORE SCOREQualificationsofscope,schedule,Viabilityof ProposedFee commitment SUBTOTAL SUBTOTAL creativity,insight10 Strength ofproject communication responsetoStaffProposedresourcestoDBESCOREissuesmanagerskillsquestionsProjectPlan
SCORE 20 20 25 35 YIN 100 15 15 10 10 150 ..PassIFail
LisaCoburn-BoJ!!j e----!?____11__~.35 80 11 11 .7 6 115
Brandon DiPierro 18 18 24 35 __9_5__--)g-_.11 5 6 129
Lee &Ro -:!J!!J.E.'!i'JI!.l_____10___10 15 35 Y 70 86 8 7 8 5 jl8__119
RodPosada 20 ._-19 24 35 ___98__10 12 8 8 136
Gary SIa/i<er 16 15 20 35 86 10 8 6 8 118
Lisa Coburn-Bovd 18 17 20 15 -_79.___12 11 7 7 107
BrandonDjPielTo 17 16 J~15 67 ___13___15 8 8 111
Malcolm-Pirnie Jim Peas/a"/......f-------g~20 25 15 Y 80 71 14 15 10.8 127 110
RodPosada 20 18 ~15 75 10 12 7 7 111
GarySlalkar 15 14 20 15 64 9 9 7 7 96
LisaCobum-Bovd 20 19 -I-24 29 92 14 15 9 10 140
Brandon DiPielro 17 __1§23 29 87 15 15 8 10 135
MWH JimPeas/ev 15 15 20 29 Y 79 87 15 15 10 9 128 133 PASS-
RodPosada 20 18 22 29 I---§~-c-----E-14 9 9 133
GarySlalker 18 18 23 29 88 13 12 9 9 131
.i %Above
Consultant !Proposed Fee·lowestFee Score
~~~:_.!~.29,854 ---,l:::o"-,w.~e,,,-,s::.t-,--F.::ee=-,_.3_
~~H ~_$424.3O.ll_~,_21-30%29 __
Malcolm-Pimie .$659,954 91-100%15
Project Manager:~Cc~.'13~
QC CheCk:-$L {~
Engineering Manager:~r¥I7-==
Date:4/141d.,r I
Date:"'\{1<;10'1
Date:'(1'5'(01
ATTACHMENT C-1
I·SUBJECfi'iRoJECf:-·····-r--·-····-·····-·-·········------.....--.-.-----..-.----.---.---.---.-----------.----.-.--------.--------.-.----.---.-------.-----.---'--"-1
\R2096-004000 jAward of a Professional Engineering Services Contract for II
IR2095-004000 Ithe ,Ralph W.Chapman Water Reclamation Facility Upgrade
U?_?g_~~.~_Q2:tgg_9.__._J__~E~1~~_~.__._..____._._.. .__..__.........._.________________________......_..l
Otay Water District
R2095 -RWCWRF -Filter Storage Reservoir Cover
Updated:09114/09
Outstanding ProjectedFinal Vendor/Budget Committed Expenditures Commibnent &Cost Comments
$75,000 Forecast
Planning I
In House/Labor 14~149 149-------'-f=---_._--_._-----------C----'------
Total Planning $149 $149 $-$149
Design ._..-------
In House/Labor 2,500 2,500 2,500-------_._---_.-1-------_..._._._-.-_-··.0._____---------------_.-.._-_.__._---
Consultant Contracts 7,500 7,500 7,500 MWH AMERICAS,INC--_._------_._.-.----.._.._._-----------._---_.__._-----_._.._-
--..-r--..----_.
--_..----
Total Design $10,000 $-$10,000 $10,000
Construction ---In House/Labor -
---_.f-----..._------------------_.--------.--_..--------....-f--------_._.----_.__..--_.~---'-----.__._-_.---._._..._----_._--
--1---------r-----.._.-~_...____0"_•-----_._-_.------
I --
Total Construction $-$-$-$-
Grand Total $10,149 $149 $10,000 $10,149
PM Signature~~.'B1l"'""QC ~LSL..fL-=Eng.Mgr.~~
ATTACHMENT C-2l·sUBJecijpRoJecT:'!"··········,············1
I R2096-004000 1 Award of a Professlonal Englneerlng 8ervices Contract for I
I !iiR2095-004000 I the.Ralph W.Chapman Water Reclamation Facility Upgrade
182018-004000 ,ProJect '....._.......•.........•.•........................•_.....................•.....L.._•........•.•_ _•........•....••....•.•.........•.........._.....•..._._•.............•....•.••...__._.................................. _•..._..••_._.___.................•....._._j
Otay Water District
R2096 -RWCWRF -Blower System Rehabilitation/Re
Updated:09/14/09
Outstanding Projected Final Vendor/Budget Committed Expenditures Commitment &Cost Comments$1,000,000 Forecast
Planning
In House/Labor 7,319 7,319 7,319._-.---,--
Consultant Contracts 1,225 1,225 -1,225 MWH CONSTRUCTORS INC
Service Contracts 250 250 -250 UNION TRIBUNE PUB CO
.._---.__.__._.._-_.._----68 68 -68 SD DAILY TRANSCRIPTS-------_._--._._--_.-.- ----
Total Planning $8,861 $8,861 $-$8;861
Design .__.._'--.--f----.---.-....•----__-_0.______•-_._--------
In House/Labor -
c--._.....---.--_.---_..._---_._------Consultant Contracts 447,500 447,500 447,500 MWH AMERICAS,INC
.-1----_._-._----------1---.--- -
Total Design $447,500 $-$447,500 $447,500
Construction
In House/Labor ---.--_.--_._--_.N._____•_____._~__•---_.- -----_.--
_..,----,-_.-----.__..._.---_.--
Total Construction $-$-$-$-
Grand Total $456,361 $8,861 $447,500 $456,361
PM Signatureoy,."~_~Qc~l\1:-b'VL__~__Eng.Mgr.~~
·....1
!
ATTACHMENT C-3[--sUBJEcT/PROJEcT:]·m_·m.m.._.....m....m_m ........__....._m_m...
!R2096-004000 !Award of a Professional Engineering Services Contract for
!R2095-004000 I the Ralph W.Chapman Water Reclamation Facility Upgrade
L.§.?-.2~_?--=.Q._Q~9.2_9_.l._~E~je '::_t:_._..______.___....._._...._.._....__..__..___....__..___.___i
Otay Water District
S2018 -RWCWRF -Secondary Process Automation
Updated:09/14/09
Budget Outstanding ProjectedFinal Vendor/
$50,000 Committed Expenditures Commitment &Cost Comments
Planning
In House/Labor -
--._---------
---.__._._.----.,~-_._---
Total Planning $-$-$-$-
Design I
In House/Labor 1,500 1,500 1,500
--,_._----------_.--_.,~-----~------------_..---_._-_._.__.•
5,000 5,000 5,000-_._------------_._----------_._--------_.._--_.._--------------------
Total Design $6,500 $-$6,500 $6,500
Construction
In House/Labor 2,060 2,060 2,060--Materials &Supplies 4,113 4,113 -4,113 CABLES PLUS LLC
--
--_.__.._------_.
--
Total Construction $6,173 $6,173 $-$6,173
Grand Total $12,673 $6,173 $6,500 $12,673
PM Signature~c.<""",.,.:;,,1l""QC ~<.l S..~Eng_Mgr.]1&v,11#~(I
AGENDA ITEM 7h
STAFF REPORT
MEETING DATE:October 7,2009TYPEMEETING:Regular Board
SUBMITTED BY:Daniel Kay D\L.
Associate Civil Engineer
PROJECTI
SUBPROJECT:
P1210-
003000
DIV.NO.ALL
APPROVED BY:
(Chief)
APPROVED BY'
(Ass\.GM):
SUBJECT:
Ron Ripperger ~
Engineering Manager
Rod posad~~
Chief,Engineering
Manny Magan '.~:;flra ~
Assistant General Ma~ger,Engineering and Operations
Award of an As-Needed Electrical Design Services Contract for
Fiscal Years 2010 and 2011
GENERAL MANAGER'S RECOMMENDATION:
That the Otay Water District (District)Board of Directors
(Board)authorizes the General Manager to enter into an
agreement for Professional Services for As-Needed Electrical
Design Services with Engineering Partners,Inc.(EPI)in an
amount not to exceed $100,000 during Fiscal Years 2010 and 2011
(ending June 30,2011)
COMMITTEE ACTION:
Please see Attachment A.
PURPOSE:
To obtain Board authorization for the award of a professional
services contract for electrical design services on an as-needed
basis in support of the District's Capital Improvement Program
(CIP).The contract amount is not to exceed $100,000 for Fiscal
Years 2010 and 2011 commencing upon Board approval.
ANALYSIS:
The District will require the professional services of an
electrical design consultant to perform electrical design in
support of the District's CIP projects for Fiscal Years 2010 and
2011.The As-Needed Electrical Design Services contract will
provide the District with the ability to obtain consulting
services in a timely and efficient manner and on an as-needed
basis.
The District will require the expertise of an electrical design
consultant to design electrical systems for a variety of CIP
projects.The District incurs expenses in requesting,
reviewing,and ranking proposals,checking references,and
preparing staff reports for Committee and Board approval.The
electrical design services,individually,are small enough that
preparation of formal proposals by consultants becomes expensive
and these costs are then passed on to the District and the time
that is lost in obtaining these formal proposals can delay
projects.For these reasons,it is more efficient and cost
effective to issue a contract on an as-needed basis.This
concept has also been used in the past for other disciplines
like geotechnical,engineering design,and environmental
services.
The District will issue task orders to the Consultant for
specific projects during the contract period.The Consultant
will then prepare a detailed scope of work,schedule,and cost
estimate for each task order assigned under the contract.Upon
written task order and authorization from the District,the
Consultant will then proceed with the project as described in
the scope of work.
The CIP projects that are estimated to require electrical design
services for Fiscal Years 2010 and 2011,at this time,are
listed below:
CIP DESCRIPTION ESTIMATED COST
P2185 640 Reservoirs -Pump Station $15,000Modifications
P2473 711-1 Pump Station Modification $10,000
P2487/Interconnection Projects $10,000P2488
P2370 Dorchester Reservoir and Pump Station $5,000Demolition
P2474 Fuel Storage Covers and Containment $5,000
R2048 Otay Mesa Distribution Pipelines and $5,000Conversions
R2087 20-inch Recycled Pipeline -Wueste $10,000Road-Pressure Reducing Station
R2091 944-1 Pump Station Upgrade $20,000
TOTAL:$80,000
2
The electrical design scopes for the above projects are
estimated from preliminary information and past projects.
Future CIP projects may require the need for electrical design
services during Fiscal Years 2010 and 2011.Therefore,staff
believes that a $100,000 cap on the As-Needed Electrical Design
Services contract is adequate.
The contract is not to exceed $100,000 for all task orders.
Fees for professional services will be charged to the CIP
Projects for which the electrical designs are performed.
This As-Needed Electrical Design Services contract does not
commit the District to any expenditure until a task order is
approved to perform work on a CIP Project.The District does
not guarantee work to the consultant,nor does the District
guarantee to the consultant that it will expend all of the funds
authorized by the contract on professional services.
The District solicited electrical design services by placing an
advertisement on the District's website,San Diego Union
Tribune,and the San Diego Daily Transcript on August 3,2009.
Nine (9)firms submitted a letter of interest and a statement of
qualifications.The Request for Proposal (RFP)for As-Needed
Electrical Design Services was sent to all nine (9)firms
resulting in four (4)proposals received on August 25,2009.
They are as follows:
•BSE Engineering
•Engineering Partners I Inc.
•Lee &Ro I Inc.
•Richard Brady &Associates
The five (5)firms that chose not to propose are Carollo
Engineers,G4 Engineering,MPA,Malcom Pirnie,and Tanner
Engineering.
In accordance with the District's Policy 21,staff evaluated and
scored all written proposals.Since the value of the contract
amount is less than $200,000,no interviews are required.EPI
received the highest score for their services based on their
experience,understanding of the scope of work,proposed method
to accomplish the work,and their composite hourly rate.EPI
was the most qualified consultant with the best overall
proposal.A summary of the complete evaluation is shown in
Attachment B.
3
FISCAL IMPACT:
The funds for this contract will be expended from the CIP
projects noted previously.The fees for professional services
requested herein are available in the authorized CIP project
budgets.This contract is for professional services based on
the District's need and schedule,and expenditures will not be
made until a task order is approved by the District for the
consultant's professional services on a specific CIP project.
The Project Manager anticipates that the budget will be
sufficient to support the professional services required for
specific CIP projects previously noted.
STRATEGIC GOAL:
This projects supports the District's Mission Statement!"To
provide the best quality of water and wastewater service to the
customers of the Otay Water District,in a professional,
effective,and efficient manner,"and the District's Strategic
Goal,in planning for infrastructure and supply to meet current
and future potable water demands.
LEGAL IMPACT:
General Manager
P:\WORKING\As Needed Services\Electrical\FY 2010-2011\Staff Report\BD 10-07-09,As-Needed
Electrical Services.doc
DK/RR:jf
Attachments:Attachment A
Attachment B
QA/QC Approval:
~~.23'(f=
Name
4
""j." •0"7
Date
ATTACHMENT A
iSUBjECTjpR6jECT:·TA;;;ai=d;;fa~As-Needed Electrical Design Services Contract
P1210-003000 for Fiscal Years 2010 and 2011
.......................1
COMMITTEE ACTION:
The Engineering,Operations,and Water Resources Committee
reviewed this item at a meeting held on September 28,2009 and
the following comments were made:
•Staff is requesting approval of an agreement for
Professional Services for As-Needed Electrical Design
Services with Engineering Partners,Inc.(EPI)in an
amount not-to-exceed $100,000 during Fiscal Years 2010
and 2011 (ending June 30,2011).
•Staff indicated that in accordance with the District's
Policy 21,staff evaluated and scored all written
proposals;and since the value of the contract amount is
less than $200,000,no interviews were required.Staff
stated that EPI received the highest score and was the
most qualified consultant with the best overall proposal.
In addition,staff indicated that the District has worked
with EPI on the 1296-3 Reservoir and the 36-Inch Pipeline
projects.
•The Committee inquired if staff was considering an as-
needed contract because it would provide flexibility in
obtaining services as opposed to including it in
proposals.Staff indicated that it is more efficient to
issue a contract on an as-needed basis because bids are
expensive and time consuming,and the time that is lost
in obtaining formal proposals can delay projects.
•Staff indicated that the As-Needed Electrical Design
Services contract does not commit the District to any
expenditure until a task order is approved to perform
work on a CIP Project.In addition,the District does
not guarantee work to the consultant,nor does the
District guarantee to the consultant that it will expend
all of the funds authorized by the contract.
Following the discussion,the Committee supported staffs'
recommendation and presentation to the full board on the consent
calendar.
II,
ATTACHMENT B
SUMMARY OF PROPOSAL RANKINGS BY PANEL MEMBERS
Professional As-Needed Electrical Design Services
Engineering Manager:T2rrrA ~
WRITTEN
Understanding Soundness Consultant'sQualifications0ofscope,and Viability of Composite TOTAL AVERAGE References
Staff schedule,Proposed HourlyRate'commitment SCORE SCOREtoDBEresourcesProjectPlan
SCOR.E 20 20 25 35 YIN 100 Pass/Fail
Danie/Kay 18 18 22 35 93
Ron Ripperger 17 16 20 35 88BSEy 88EngineeringDonAnderson16 16 17 35 84
Bob KennedY 12 15 15 35 77
Rod Posada 20 20 24 35 99
Danie/Kay 17 17 21 34 89
Engineering Ron Ripperger 17 18 22 34 91
Partners,Inc.Don Anderson 18 17 17 34 Y 86 91 Pass
(EPI)Bob Kennedy 18 18 22 34 92
Rod Posada 19 19 24 34 96
Danie/Kay 18 18 21 33 90
Ron Ripperger 17 17 21 33 88
Lee &Ro,Inc.Don Anderson 17 18 17 33 Y 85 89
Bob Kennedy 17 17 20 33 87
Rod Posada 19 18 23 33 93
Danie/Kay 17 16 20 25 78
Richard Ron Rippemer 15 15 18 25 73
Brady &Don Anderson 11 12 11 25 Y 59 74
Associates Bob Kennedy 18 16 20 25 79
Rod Posada 18 18 22 25 83
1.Hourly Rale Calculation Fonnula =35 -lConsultanlRale -Min.Ralej"10 PM Signature:~,t)V-(Max.Rate -Min.Rale)
QC:-;/d.'
/"'".
P:\V\()RKING\A.sNeededSefVicn\Elecmcal\FY2Oto-2011\SelectionProcess\RFPEvaluation_Electtical.xls
AGENDA ITEM 7i
STAFF REPORT
MEETING DATE:October 7,2009TYPEMEETING:Regular Board
SUBMITTED BY:Dani e 1 Kay 01-
Associate Civil Engineer
PROJECT!
SUBPROJECT:
N/A DIV.NO.ALL
APPROVED BY:
(Chief)
APPROVED BY:
(Ass!.GM):
SUBJECT:
Ron Ripperger vV-""
Engineering Manager
Rod Posada ~~~
Chief,Engineering
Manny Magana~~~
Assistant General Manager,Engineering and oper~tifns·~
Award of As-Needed Geotechnical Services Contract for ~scal
Years 2010 and 2011
GENERAL MANAGER'S RECOMMENDATION:
That the Otay Water District (District)Board of Directors
(Board)authorizes the General Manager to enter into an
agreement for Professional Services for As-Needed Geotechnical
Services with Southern California Soil and Testing,Inc.(SCST)
for an amount not to exceed $175,000 during Fiscal Years 2010
and 2011 (ending June 30,2011).
COMMITTEE ACTION:
Please see Attachment A.
PURPOSE:
To obtain Board authorization for the award of a professional
services cohtract for geotechnical services.on an as-needed
basis in support of the District's Capital Improvement Program
(CIP).The contract amount is not to exceed $175,000 for Fiscal
Years 2010 and 2011 commencing upon Board approval.
ANALYSIS:
The District will require the services of a geotechnical
consultant to perform studies in support of the District's CIP
projects for Fiscal Years 2010 and 2011.The As-Needed
Geotechnical Services contract will provide the District with
the ability to obtain consulting services in a timely and
efficient manner and on an as-needed basis.
The District will require the expertise of a geotechnical
consultant to conduct investigations for a variety of CIP
projects.The District incurs expenses in requesting,
reviewing,and ranking proposals,checking references,and
preparing staff reports for Committee and Board approval.The
investigations,individually,are small enough that preparation
of formal proposals by consultants becomes expensive and these
costs are passed on to the District.For these reasons,it is
more efficient and cost effective to issue a contract on an as-
needed basis.This concept has also been used in the past for
other disciplines like engineering design,electrical,and
environmental services.
The District will issue task orders to the Consultant for
specific projects during the contract period.The Consultant
will then prepare a detailed scope of work,schedule,and cost
estimate for each task order assigned under the contract.Upon
written task order authorization from the District,the
Consultant shall then proceed with the project as described in
the scope of work.
The CIP projects that are estimated to require geotechnical
investigations for Fiscal Years 2010 and 2011,at this time,are
listed below:
ESTIMATED
CIP DESCRIPTION COST
P2434 Rancho Del Rey Groundwater Well $30,000Development
P2482 Otay Mesa Lot 7 Groundwater Well System $20,000
P2488/Interconnection Projects $20,000P2489
R2058 16-inch Recycled Pipeline -Airway Road $15,000
R2077 24-inch Recycled Pipeline -Alta Road $15,000
P2087 20-inch Recycled Pipeline -Wueste Road $15,000
S2019 Avocado Blvd.8-inch Sewer Replacement $15,000
S2020 Calavo Dr.8-inch Sewer Replacement $15,000
TOTAL:$145,000
The geotechnical scopes for the above projects are estimated
from preliminary information~and planning studies.The
geotechnical scopes of the projects may change during the design
phase,potentially increasing geotechnical study costs.
Similarly,industry-wide increases in the cost of performing
geotechnical investigations,such as fees for drilling and
excavation subcontractors,insurance,and regulatory compliance,
may also increase the cost of performing geotechnical studies.
Therefore,staff believes that a $175,000 cap on the As-Needed
Geotechnical Services contract is appropriate.
The contract is not to exceed $175,000 for all task orders.
Fees for professional services will be charged to the CIP
Projects for which the investigations are performed.
This As-Needed Geotechnical Services contract does not commit
the District to any expenditure until a task order is approved
to perform work on a CIP Project.The District does not
guarantee work to the consultant,nor does the District
guarantee to the consultant that it will expend all of the funds
authorized by the contract on professional services.
The District solicited geotechnical services by placing an
advertisement on the District's website,San Diego Union
Tribune,and the San Diego Daily Transcript on August 3,2009.
Twenty-Three (23)firms submitted a letter of interest and a
statement of qualifications.The Request for Proposal (RFP)for
As-Needed Geotechnical Services was sent to all twenty-three
(23)firms resulting in ten (10)proposals received on August
25,2009.They are as follows:
•GEl Consultants
•Geocon,Inc.
•Geo-Logic Associates
•Geotechnics,Inc.
•Koury Geotechnical Services,Inc.
•MTGL,Inc.
•Ninyo &Moore
•Nova Engineering &Environmental
•Southern California Soils &Testing
•TGR Geotechnical,Inc.
The thirteen (13)firms that chose not to propose are Bureau
Veritas North America Inc.,Carollo Engineers,Construction
Testing &Engineering,EEl Geotechnical &Environmental,Group
Delta,Kleinfelder,KPR Consulting,Krazan &Associates Inc.,
Leighton Consulting,Professional Services Industries Inc.,
3
III:'
I",'
~:
Southern California Geotechnical,Southland Geotechnical
Consultants,and United Inspection &Testing.
In accordance with the District's Policy 21,staff evaluated and
scored all written proposals.SCST received the highest score
for their services based on their experience,understanding of
the scope of work,proposed method to accomplish the work,and
their composite hourly rate seST was the most qualified
consultant with the best overall proposal.A summary of the
complete evaluation i~Sshownin Attachment B.
FISCAL IMPACT:.----:;"L-~--
The funds for this contract will be expended from the CIP
projects noted previously.The fees for professional services
requested herein are available in the authorized CIP project
budgets.This contract is for professional services based on
the District's need and schedule,and expenditures will not be
made until a task order is approved by the District for the
consultant's professional services on a specific CIP project.
The Project Manager anticipates that the budget will be
sufficient to support the professional services required for
specific eIP projects previously noted.
STRATEGIC GOAL:
This project supports the District's Mission statement,"To
provide the best quality of water and wastewater service to the
customers of the Otay Water District,in a professional,
effective,and efficient manner,"and the District's Strategic
Goal,in planning for infrastructure and supply to meet current
and future potable water demands.
LEGAL IMPACT:
None.
General Manager
P:\WORKING\As Needed Services\Geotechnical\FY 2010-2011\Staff Report\BD 10-07-09,As-Needed
Geotechnical Services.doc
4
DK/RR/RP:jf
Attachments:
QA/QC Approval:
Attachment A
Attachment B
Name:~~-&o Date:
5
SUBJECT/PROJECT:
Various
ATTACHMENT A
Award of As-Needed Geotechnical Services Contract for
Fiscal Years 2010 and 2011
COMMITTEE ACTION:
The Engineering,Operations,and Water Resources Committee
reviewed this item at a meeting held on September 28,2009 and
the following comments were made:
•Staff is requesting approval of an agreement for
Professional Services for As-Needed Geotechnical Services
with Southern California Soil and Testing,Inc.(SCST)in
an amount not-to-exceed $175,000 during Fiscal Years 2010
and 2011 (ending June 30,2011).
•Staff indicated that in accordance with the District's
Policy 21,staff evaluated and scored all written
proposals;and since the value of the contract amount is
less than $200,000,no interviews were required.Staff
stated that SCST received the highest score and was the
most qualified consultant with the best overall proposal.
•The Committee inquired about staff's consideration of
other consultants'scoring second or third,as opposed to
awarding the contract to the highest scorer.Staff
indicated that the review panel consists of various staff
members from Operations to Engineering (different panel
members are selected for each project).Panel members do
not only consider the "Summary of Proposal Rankings by
Panel Members"worksheet score,but also hold discussions
to decide which consultant is the most qualified to
perform the District's needs.
•The Committee thanked staff for identifying the projects
that would utilize the Geotechnical Services contract on
page 2 of the staff report.It is very helpful to
members of the board to see how monies will be utilized.
Following the discussion,the Committee supported staffs'
recommendation and presentation to the full board on the consent
calendar.
ATTACHMENT B
SUMMARY OF PROPOSAL RANKINGS BY PANEL MEMBERS
Professional As-Needed Geotechnical Services
WRITTEN
Understanding Soundness Consultant'sQualificationsofscope,and Viability of Composite commitment TOTAL AVERAGE References
of Staff schedule,Proposed Hourly Rate1
to DBE SCORE SCORE
resources Proiect Plan
SCORE 20 20 25 35 YIN 100 Pass/Fail
Daniel Kay 18 18 22 30 88
Lisa Coburn-Boyd 18 19 24 30 91
GEl Consultants Jerry Munoz 18 20 22 30 Y 90 88
Brandon DiPietro 18 16 20 30 84
RodPosada 18 19 22 30 89
Daniel Kay 19 19 23 27 88
Lisa Coburn-Boyd 18 18 23 27 86
GeoCon,Inc.Jerry Munoz 15 17 18 27 Y 77 82
Brandon DiPietro 16 17 20 27 80
Rod Posada 16 18 20 27 81
Daniel Kay 18 18 23 25 84
Lisa Coburn-Boyd 19 18 23 25 85Geo-Logic Y 81AssociatesJerryMunoz1618202579
Brandon DiPietro 16 17 18 25 76
Rod Posada 16 17 21 25 79
DanielKay 16 16 20 33 85
Lisa Coburn-Boyd 19 17 22 33 91Geotechnics,Y 84Inc.Jerry Munoz 12 15 15 33 75
Brandon DiPietro 17 17 18 33 85
RodPosada 16 16 19 33 84
Daniel Kay 16 11 14 28 69
Koury Lisa Coburn-Boyd 16 15 20 28 79
Geotechnical Jerry Munoz 17 17 18 28 Y 80 74
Services,Inc.Brandon DiPietro 12 11 13 28 64
Rod Posada 16 16 19 28 79
Daniel Kay 17 17 21 34 89
Lisa Coburn-Boyd 18 18 22 34 92
MTGL,Inc.Jerry Munoz 18 20 21 34 Y 93 91
Brandon DiPietro 18 18 20 34 90
Rod Posada 17 19 22 34 92
DanielKay 18 17 22 29 86
Lisa Coburn-Boyd 19 19 23 29 90
Ninyo &Moore JerryMunoz 19 18 23 29 Y 89 87
Brandon DiPietro 18 19 20 29 86
Rod Posada 18 18 20 29 85
Daniel Kay 17 17 21 35 90
Nova Lisa Coburn-Boyd 18 17 22 35 92
Engineering &JerryMunoz 15 14 14 35 Y 78 87
Environmental Brandon DiPietro 16 18 16 35 85
RodPosada 17 16 20 35 88
P:\WORKING\As Needed Services\Geolechnical\FY201Q·2011\SelectionProcess\RFPEvaluation_Geolech,xls
WRITTEN
Understanding Soundness Consultant'sQualificationsofscope,and Viability of Composite commitment TOTAL AVERAGE References
of Staff schedule,-Proposed Hourly Rate1 SCORE SCOREtoOSEresourcesProiectPlan
SCORE 20 20 25 35 YIN 100 PasslFail
Daniel Kay 18 18 23 32 91
Southern Lisa Coburn-Boyd 18 18 22 32 90
California Soli &Jerry Munoz 19 20 25 32 Y 96 92 Pass
Testing Brandon DiPietro 18 19 20 32 89
RodPosada 20 20 24 32 96
Danie/Kay 17 16 16 29 78
TGR Lisa Coburn-Boyd 17 16 21 29 83
Geotechnical,Jerry Munoz 13 15 16 29 Y 73 80
Inc.Brandon DiPietro 18 17 17 29 81
Rod Posada 18 18 22 29 87
1.Hourly Rate Calculation Formula =35·(ConsultantRate·Min.RatetlO
(Max.Rate Min.Rate)
P:\WORKING\As NeededServkes\Geotechnical\FY2010·2011\SelectlonProcess\RFP Evaluation_Geotech.X1S
PM Signature:----J~.:=-........"'7--~7""-I---
Engineering Manager:TZrr.t ~
SfAFF REPORT
TYPE MEETING:Regular Board
SUBMITTED BY:Daniel Kay O\L
Associate Civil Engineer
AGENDA ITEM 7j
MEETING October 7,2009
DATE:
PROJECT/Various DIV.NO.ALL
SUBPROJECT:
APPROVED BY:
(Chief)
APPROVED BY:
(Ass!.GM):
SUBJECT:
Ron Ripperger~
Engineering Manager
Rod posada~~~
Chief,Engineering
Manny Magan~~,.A·-.A
Assistant General M~ager,Engineering and Operations
Award of As-Needed Engineering Design Services Contract for
Fiscal Years 2010 and 2011
GENERAL MANAGER'S RECOMMENDATION:
That the Otay Water District (District)Board of Directors (Board)
authorizes the General Manager to enter into an Agreement for
Professional Services for As-Needed Engineering Design Services with
Lee &Ro,Inc.(Lee &Ro)in an amount not to exceed $175,000 during
Fiscal Years 2010 and 2011 (ending June 30,2011).
COMMITTEE ACTION:
Please see Attachment A.
PURPOSE:
To obtain Board authorization for the award of a professional
services contract for engineering design services on an as-needed
basis in support of the District's Capital Improvement Program
(CIP).The contract amount is not to exceed $175,000 for Fiscal
Years 2010 and 2011 commencing upon Board approval.
ANALYSIS:
The District will require the professional services of an
engineering consultant in support of the District's CIP projects for
Fiscal Years 2010 and 2011.The As-Needed Engineering Design
Services contract will provide the District with the ability to
obtain consulting services in a timely and efficient manner and on
an as-needed basis.
The District will require the expertise of an engineering consultant
to provide civil engineering design for a variety of crp projects.
The District incurs expenses in requesting,reviewing and ranking
proposals,checking references,and preparing staff reports for
Committee and Board approval.The engineering design services,
individually,are small enough that preparation of formal proposals
by consultants becomes expensive and these costs are passed on to
the District.For these reasons,it is more efficient and cost
effective to issue a contract on an as-needed basis.This concept
has also been used in the past for other disciplines like
geotechnical,electrical,and environmental services.
The District will issue task orders to the Consultant for specific
projects during the contract period.The Consultant will then
prepare a detailed scope of work,schedule,and cost estimate for
each task order assigned under the contract.Upon written task
order authorization from the District,the Consultant shqll then
proceed with the project as described in the scope of work.
The crp projects that are estimated to require engineering design
services for Fiscal Years 2010 and 2011,at this time,are listed
below:
ESTIMATED
CIP DESCRIPTION COST
P2496 Otay Lakes Road Utility Relocations $90,000
S2019 Avocado Blvd.8-inch Sewer Replacement $35,000
S2020 Calavo Drive 8-inch Sewer Replacement $20,000
S2021 Jamacha Road 8-inch Sewer Replacement $15,000
S2022 Hidden Mesa Drive 8-inch Sewer Rehabilitation $15,000
TOTAL:$175,000
The engineering design scopes for the above projects are estimated
from preliminary information and past projects.Therefore,staff
believes that a $175,000 cap on the As-Needed Engineering Design
Services contract is adequate.
The contract is not to exceed $175,000 for all task orders.Fees
for professional services will be charged to the crp Projects for
which the engineering designs are performed.
This As-Needed Engineering Design Services contract does not commit
the District to any expenditure until a task order is approved to
perform work on a crp Project.The District does not guarantee work
to the consultant,nor does the District guarantee to the consultant
2
that it will expend all of the funds authorized by the contract on
professional services.
The District solicited engineering design services by placing an
advertisement on the OWD website,San Diego Union Tribune,and the
San Diego Daily Transcript on August 3,2009.Twenty-Two (22)firms
submitted a letter of interest and a statement of qualifications.
The Request for Proposal (RFP)for As-Needed Design Services was
sent to all twenty-two (22)firms resulting in fifteen (15)
proposals received on August 25,2009.They are as follows:
•Carollo Engineers
•Fuscoe Engineering
•HDR Engineering,Inc.
•Hunsaker &Associates,Inc.
•J.C.Heden &Associates,Inc.
•Kennedy/Jenks Consultants
•Lee &Ro,Inc.
•Masson &Associates,Inc.
•Nasland Engineering
•Q'Day Consultants
•PBS&J
•RCE Consultants,Inc.
•Richard Brady &Associates
•Spear &Associates,Inc.
•Tran Consulting Engineers
\
The seven (7)firms that chose not to propose are AECOM,Psomas,
Harris &Associates,Tetra Tech,KPR Consulting Inc.,Malcom Pirnie,
and MWH.
In accordance'with the District's Policy 21,staff evaluated and
scored all written proposals.Lee &Ro received the highest score
for their services based on their experience,understanding of the
scope of work,proposed method to accomplish the work,and their
composite hourly rate.Lee &Ro was the most qualified consultant
with the best overall proposal.A summary of the complete
evaluation is shown in Attachment B.
FISCAL IMPACT:
The funds for this contract will be expended from the CIP projects
noted previously.The fees for professional services requested
3
herein are available in the authorized CIP project budgets.This
contract is for professional services based on the District's need
and schedule,and expenditures will not be made until a task order
is approved by the District for the consultant's professional
services on a specific CIP project.
The Project Manager anticipates that the budget will be sufficient
to support the professional services required for the specific CIP
projects previously noted.
STRATEGIC GOAL:
This project supports the District's Mission statement,"To provide
the best quality of water and wastewater service to the customers of
the Otay Water District,in a professional,effective,and efficient
manner,"and the District's Strategic Goal,in planning for
infrastructure and supply to meet current and future potable water
demands.
LEGAL IMPACT:
None.
1h2-uJi1C-Gen~ral Manager
P:\WORKING\As Needed Services\Engineering Design\FY 2010-2011\Staff Report\BD 10-7-09,As-Needed Engineering Design
Services.doc
DK/RR/RP:jf
Attachments:Attachment A
Attachment B
QA/QC Approved:
4
~111:l I JECT:
Various
ATTACHMENT A
Award of As Needed Engineering Design Services Contract for
Fiscal Years 2010 and 2011
COMMITTEE ACTION:
The Engineering,Operations,and Water Resources Committee
reviewed this item at a meeting held on September 28,2009 and
the following comments were made:
•Staff is requesting approval of an agreement for
Professional Services for As-Needed Engineering Design
Services with Lee &Ro,Inc.(Lee &Ro)in an amount not-
to-exceed $175,000 during Fiscal Years 2010 and 2011
(ending June 30,2011).
•Staff indicated that representatives from Lee &Ro were
in attendance to answer any questions the Committee may
have.
•Staff indicated that Lee &Ro was instrumental with the
engineering design of the 36-Inch Pipeline project.
•Staff indicated that in accordance with the District's
Policy 21,staff evaluated and scored all written
proposals;and since the value of the contract amount is
less than $200,000,no interviews were required.Staff
stated that Lee &Ro received the highest score and was
the most qualified consultant with the best overall
proposal.
•The Committee inquired about staff's request of the exact
amount of $175,000 for the CIP projects that are
estimated to require Engineering Design services and did
not include a buffer similar to the request for
Geotechnical or Electrical Design services contracts.
Staff indicated that in order to stay in compliance with
Policy 21,the fund request would need to be less that
$200,000.The Committee recommended to increase the
request to $199,000 to include a buffer.
Following the discussion,the Committee supported staffs'
recommendation and presentation to the full board on the consent
calendar.
ATTACHMENT B
SUMMARY OF PROPOSAL RAN KINGS BY PANEL MEMBERS
Professional As-Needed Civil Engineering Design Services
WRITTEN
Understanding Soundness Consultant'sQualifications0ofscope,and Viability of Composite commitment TOTAL AVERAGE References
Staff schedule,Proposed Hourly Rate'to DBE SCORE SCORE
resources Proiect Plan
SCORE 20 20 25 35 YIN 100 PasslFail
Danie/Kav 18 13 21 29 81
Ron Ripperger 15 15 20 29 79Carolloy 77EngineersFrankAnderson19 16 22 29 86
Bob Kennedy 6 6 15 29 56
David Charles 16 17 21 29 83
Daniel Kay 17 17 21 27 82
Ron Ripperger 14 15 18 27 74Fuscoey 80EngineeringFrankAnderson1720 23 27 87
Bob Kennedy 16 16 20 27 79
David Charles 16 15 19 27 77
DanielKav 19 18 21 27 85
HDR Ron Ripperger 16 15 18 27 76
Engineering,Frank Anderson 19 20 24 27 y 90 83
Inc.Bob Kennedv 18 18 22 27 85
David Charles 16 17 20 27 80
DanielKav 17 15 15 31 78
Hunsaker &Ron RiDDeraer 14 14 16 31 75
Associates,Frank Anderson 18 17 22 31 y 88 77
Inc.Bob Kennedv 11 11 16 31 69
David Charles 15 12 18 31 76
Daniel Kay 16 17 21 35 89
J.C.Heden &Ron RiDDerqer 15 15 20 35 85
Associates,Frank Anderson 19 18 22 35 y 94 89
Inc.16 18 22 35 91BobKennedy
David Charles 16 17 20 35 88
DanielKav 17 18 22 28 85
Kennedy I Ron Ripperger 15 15 20 28 78
Jenks Frank Anderson 17 17 22 28 y 84 80
Consultants Bob Kennedv 10 13 16 28 67
David Charles 18 17 23 28 86
Daniel Kay 17 17 21 33 88
Ron RiDDerger 17 15 22 33 87
Lee &Ro,Inc.Frank Anderson 19 18 22 33 y 92 90 Pass
Bob Kennedv 16 19 23 33 91
David Charles 18 18 23 33 92
DanielKav 11 11 15 35 72
Masson &Ron Ripperger 14 14 18 35 81
Associates,Frank Anderson 15 15 15 35 y 80 75
Inc.6 6 14 35 61BobKennedy
David Charles 13 13 18 35 79
P:\WORKING\AsNeededServioes\EogineeringDesign\FY201G-2011\SelectionProce!l~\RFPEvaluatioo_De&ign.xls
WRITTEN
Understanding Soundness Consultant'sQualifications0ofscope,and Viability 0 Composite commitment TOTAL AVERAGE References
Staff schedule,Proposed Hourly Rate'to DBE SCORE SCORE
resources Proiect Plan
SCORE 20 20 25 35 YIN 100 Pass/Fail
Daniel Kay 17 15 20 30 82
Ron Ripperger 15 15 19 30 79Naslandy 78EngineeringFrankAnderson1716203083
Bob Kennedy 11 14 16 30 71
David Charles 14 14 17 30 75
Danie/Kav 18 17 17 34 86
Ron Ripperger 14 14 17 34 79O'Day 15 15 14 34 Y 78 83ConsultantsFrankAnderson
Bob Kennedy 17 17 20 34 88
David Charles 16 14 18 34 82
Daniel Kay 18 17 22 30 87
Ron Ripperger 16 15 20 30 81
PBS&J Frank Anderson 18 17 21 30 Y 86 86
Bob Kennedy 19 19 24 30 92
David Charles 17 17 22 30 86
Daniel Kav 15 15 18 29 77
RCE Ron Ripperger 15 14 18 29 76
Consultants,Frank Anderson 14 16 15 29 Y 74 73
Inc.Bob Kennedv 10 12 15 29 66
David Charles 15 12 18 29 74
Danie/Kav 18 16 15 25 74
Richard Ron Ripperger 13 14 18 25 70
Brady &Frank Anderson 19 18 22 25 Y 84 78
Associates Bob Kennedy 16 18 21 25 80
David Charles 17 18 22 25 82
Daniel Kay 8 8 12 31 59
Spear &Ron Ripperger 13 14 18 31 76
Associates,Frank Anderson 15 15 15 31 y 76 69
Inc.Bob Kennedy 6 6 16 31 59
David Charles 15 11 18 31 75
Danie/Kav 20 19 22 34 95
Tran Ron Ripperger 15 14 18 34 81
Consulting Frank Anderson 17 18 18 34 Y 87 84
Engineers Bob Kennedy 12 15 17 34 78
David Charles 14 14 19 34 81
1.HourlyRate Calculation Formula =35-(Consul/ant Rate-Min.Ralet10
(Max.Rate -Min.Rate)
P:\WORKlNG\AsNeededSetviOBs\EnQinleringOllsign\fY2D1().2011\SellctionProcess\RFP Evaluation_Design.xls
PM Signature:-....rs..~-=""7'=---:I""'6'---
Engineering Manager:JZevt ~
AGENDA ITEM 7k
of California et
al.and City of
October 7,2009
DIV.NO.
MEETING DATE:
W.O.lG.F.NO:Yuri Calderon,General counse~
Mark Watton,General Manager VJ
Draft Settlement Agreement in matters of State
al"ex reI.Armenta v.James Jones Co.I et
Banning et al.v.James Jones Co.et al.
APPROVED BY'
SUBJECT:
TYPE MEETING:Regular Board
SUBMITTED BY:
ATTORNEY'S RECOMMENDATIONS:
Approve the draft settlement reached in the referenced
authorize the General Manager to execute and deliver
settlement agreement,subject to review and approval of
the General Counsel and the General Manager;and
matter and
the final
changes by
Authorize the General Manager and the General Counsel to take all
actions necessary to carry out the purpose of the settlement,
including accepting settlement payments,delivering documents
necessa~y to dismiss the lawsuits and other related actions.
BACKGROUND:
The written settlement agreement contains substantially the terms
previously approved by the Board.The General Counsel recommends
that the Board approve the draft settlement agreement and authorize
the General Manager to execute and deliver it and to take other
related actions in connection with the settlement.
FISCAL IMPACT:
Net settlement payment to the District of approximately $750,000.
LEGAL IMPACT:
The settlement will include dismissal of the Armenta and Banning
lawsuits,including the pending appeal in the Banning case.
COMMITTEE ACTION:None.
l/~l~(2;k'~'~7-G-e-n-e'>'r"'l~l Counsel'
Attachment:Draft Settlement Agreement
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Release (hereinafter,the "Agreement")is made
and entered into by and between the following:
A.Alameda County Water District,City ofBurbank,Helix Water District,
Irvine Ranch Water District,Padre Dam Municipal Water District,Cityof
Pomona,Rancho California Water District,City ofSan Diego,City ofSan
Jose,Sweetwater Authority,Valley Center Municipal Water District
(collectively,the "Armenta Intervenors");and
B.City ofBanning,City ofCarlsbad,City of Colton,Contra Costa Water
District,City ofCorona,City ofDel Mar,City ofDelano,Elsinore Valley
Municipal Water District,City ofFullerton,City ofGlendale,City of
Hemet,City ofHuntington Beach,City ofLaHabra,City ofLorna Linda,
City ofLompoc,Mesa Consolidated Water District,Moulton Niguel
Water District,City ofOceanside,Olivenhain Municipal Water District,
Otay Water District,City ofOxnard,Palmdale Water District,City of
Pasadena,City ofPetaluma,City ofPico Rivera,City ofPoway,Rainbow
Municipal Water District,City ofRedlands,City ofRiverside,City of
Sacramento,San Bernardino Municipal Water Department,CityofSanta
Barbara,City of Santa Cru,z,Santa Margarita Water District,City ofSanta
Maria,City ofSantaRosa,City ofSouth Pasadena,City ofUpland,
Vallecitos Water District,City ofVallejo,Valley ofthe Moon Water
District,City ofWestminster,Town ofWindsor (collectively,the
"Banning Plaintiffs");and
C.Nora Armenta and the Real Parties in Interest on whose behalfRelator has
asserted claims (the "Relator"or "Qui Tam Plaintiff');and
2127792 ~..:
D.James Jones ConipanyLLC ("Jones"),Mueller Co.Ltd ("Mueller"),Tyco
International ("Tyco"),and Watts Water Technologies,Inc.,formerly
known as Watts mdustries,me.("Watts")(collectively,the "Defendants").
E."Plaintiffs'Attorneys"shall include counsel and the law firms that have
appeared for the Armenta mtervenors,the Banning Plaintiffs,and the
Relator.
1.RECITALS
WHEREAS,the complaints filed by the Relator in the Armenta Action (as
defined herein)allege violations by Defendants ofthe California False Claims Act and
were brought in the names ofvarious governmental entities identified in Relator's
complaints;and
WHEREAS,the Armenta mtervenors intervened in the Armenta Action,and
certain ofthe Armenta mtervenors filed Complaints-in-mtervention in the Armenta
Action incorporating Relator's allegations and asserting claims under the California False
Claims Act and various common-law theories ofrecovery;and
WHEREAS,the Banning Plaintiffs filed complaints alleging certain misconduct
by Defendants in the Banning Action and asserting claims under various common-law
theories ofrecovery;and
WHEREAS,Defendants have denied all liability in the Armenta and Banning
Actions (collectively the "Actions");and
WHEREAS the Parties presented their disputes regarding the Claims in mediation
to the Honorable Peter D.Lichtman,and on June 10,2009,reached a settlement subject
to approval by the governing boards ofthe Armenta mtervenors and the Banning
Plaintiffs;
NOW,THEREFORE,the Parties hereby agree as follows:
2127792
. " . "...-.-.:::.._.;:.>.~::.:,.;;-->'_..~.•~':,-.
.2-
2.AGREEMENT
In consideration ofthe mutual promises,agreements,releases,covenants,and
conditions contained in the recitals above and the provisions set forth below,the
sufficiency ofsuch conditions being hereby acknowledged,the Parties agree to settle
their disputes regarding the Claims pursuant to the terms stated below.
3.DEFINITIONS
The following definitions shall apply in this Agreement:
3.1.As used herein,the term "Actions"shall mean and refer to the Armenta
Action and the Banning Action,as defined herein.
3.2.As used herein,the term "Armenta Action"shall mean and refer to the
legal action captioned State ofCalifornia,et aI.,ex reI.Nora Armenta v.James Jones
Company,et al.,Case No.BC 173487,pending in the Superior Court ofthe State of
California,County ofLos Angeles.The term "Armenta Action"shall include,without
limitation,all complaints and complaints-in-intervention and shall encompass all
allegations made in any pleading or document filed or lodged in the Armenta Action.
3.3.As used herein,the term "Banning Action"shall mean and refer to the
legal action captioned City ofBanning,et al.v.James Jones Company,LLC,et aI.,Case
No.BC 321513,pending in the Superior Court ofthe State ofCalifornia,County of Los
Angeles.The term "Banning Action"also shall include the pending appeal entitled City
ofBanning,et al.v.James Jones Company,et al.,Case No.B 214057,pending in the
Court ofAppeal ofthe State ofCalifornia,Second Appellate District,Division One.The
term "Banning Action"shall include,without limitation,all complaints and shall
encompass all allegations made in any pleading or document filed or lodged in the
Banning Action.
3.4.As used herein,the term "Claims"shall mean and refer to the claims that
were or could have been advanced in the Actions bythe Plaintiffs.
2127792 -3-
..-.\,-
3.5.As used herein,the "Effective Date"shall mean and refer to the date by
which the governing boards ofall ofthe Armenta Intervenors and Banning Plaintiffs have
approved the settlement,all ofthe Parties have executed this Agreement,and the Court
has approved the settlement.
3.6.As used herein,the term "Parties"shall mean and refer collectively to the
Plaintiffs and Defendants,and the term "Party"shall mean and refer to any individual
Plaintiff,Defendant,or Real Party in Interest,as those terms are defined herein.
3.7.As used herein,the term "Payment Date"shall mean and refer to the date
on which the Relator's Attorneys'Fees and Costs and the Settlement Sum,as those terms
are defined herein,are paid in full pursuant to the terms ofthis Agreement.
3.8.As used herein;the term "Plaintiffs"shall mean and refer to the Relator,
the Armenta Intervenors,the Armenta Real Parties in Interest,and the Banning Plaintiffs
collectively.
3.9.As used herein,the term "Real Parties in Interest"should mean and refer
to all the cities,water districts or other government entities (other than the Armenta
Intervenors)identified in the Armenta Action or on whose behalfthe Relator instituted or
prosecuted the Armenta Action.
3.10.As used herein,the term "Relator's Attorneys'Fees and Costs"shall mean
and refer to the sum of$30,000,000,to be paid by Defendants to Relator pursuant to
California Code ofCivil Procedure Section 12652(g)(8).The Relator's Attorneys'Fees
and Costs are exclusive of and in addition to the Settlement Sum and any sums
previously paid to settle any portion ofthe Actions.Neither the payment ofthe
.Settlement Sum nor the prior payment ofany amount to settle any portion ofthe Actions
shall operate to reduce the amount ofthe Relator's Attorneys'Fees and Costs to be paid
under this Agreement.
3.11.As used herein,the term "Settlement Sum"shall mean and refer to the
sum of$39,000,000,to be paid byDefendants in settlement ofthe Claims.The
2127792 ·4·
Settlement Sum is exclusive ofand in~addition to the Relator's Attorneys'Fees and Costs
and any sums previously paid to settle any portion ofthe Actions.Neither the payment
ofany amount representing Relator's Attorneys'Fees and Costs nor the prior payment of
any amount to settle any portion ofthe Actions shall operate to reduce the amount ofthe
Settlement Sum to be paid under this Agreement.
4.PAYMENT
4.1.Within fifteen days after the latest of(i)approval bythe Court ofthis
Settlement Agreement;(ii)approval by the Court ofthe allocation ofthe Settlement Sum
to be proposed by the Relator,the Armenta Intervenors,and the Banning Plaintiffs;or
(iii)execution ofthis Settlement Agreement by all Parties;Defendants shall pay Plaintiffs
the Settlement Sum by wire transfer to the Phillips &Cohen Client Trust Account for
distribution as the Court may approve pursuant to Paragraph 8.The Plaintiffs will pay
the Relator's share and/or any contingency payment out ofthe Settlement Sum.
4.2.At the same time as the payment in Paragraph 4.1,Defendants shall pay
Relator the Relator's Attorneys'Fees and Costs by wire transfer to the Phillips &Cohen
Client Trust Account for distribution to Relator's counsel.
4.3.After payment ofthe Settlement Sum and the Relator's Attorneys'Fees
and Costs pursuant to Paragraphs 4.1 and 4.2,Plaintiffs shall file a dismissal ofthe
Actions with prejudice and Defendants shall have no further liability to the Plaintiffs for
the Claims.Phillips &Cohen shall not distribute the sums deposited to its Client Trust
Account before the dismissal is filed with the Court.
5.BASIS OF SETTLEMENT
No Defendant admits liability for any claim alleged in the Actions,including
without limitation any claim under the False Claims Act or for fraud or other intentional
wrongdoing or misconduct,whether alleged in any complaint or complaint-in-
intervention in the Armenta or Banning Actions,and this Agreement shall not be
construed as an admission ofany wrongdoing or liability by Defendants.
i;
~.~'.
2127792 - 5 -
6.RELEASES
6.1.Subject to the other provisions and limitations set out in this Agreement
and effective as ofthe later ofthe Effective Date or the Payment Date,Plaintiffs,for
themselves,their governing bodies,boards,and commissions,officers,agents,
.employees,administrators,successors,and assigns,do hereby forego,release,and forever
discharge the Defendants,as well as each ofDefendants'respective past and present
affiliates,parents,subsidiaries,divisions,branches,departments,agencies,predecessors,
successors,and the heirs,principals,employees, associates,owners,stockholders,
assigns,devisees,agents,distributors,directors,officers,representatives,insurers,
lawyers,and predecessors and successors in interest,and each ofthem,and all persons
acting by,through,under,or in concert with Defendants (collectively,the "Defendant
Released Parties")from any and all actions;grounds for complaint;causes ofaction,in
law or in equity,in contract,in tort,or otherwise;suits;guarantees ofindebtedness;
suretyships;debts;liens; contracts;agreements;promises;liability,including all direct
and/or indirect liability (including,without limitation,vicarious liability);claims;
demands;damages;losses;costs;expenses;defenses;set-offs;or recoupments,ofany
nature whatsoever,known or unknown to Plaintiffs (regardless oftheir diligence),
suspected or unsuspected,fixed or contingent,which Plaintiffs now have,ever had,or
shall have against the Defendant Released Parties,or any ofthem,arising out of or in any
way connected with the Claims or Actions or the facts alleged or asserted or which could
have been alleged or asserted in the Claims or in the Actions.The Parties agree to
request Judge Ann I.Jones,or such otherjudge as is presiding over the Actions,to order
that the Real Parties in Interest on whose behalfRelator has submitted claims are bound
by the releases herein and this Settlement Agreement and Release to the fullest extent
permitted by law.Defendants,the Armenta Intervenors,the Banning Plaintiffs,and
Relator shall jointly submit to the Court a Proposed Order approving this Agreement in
the form appended hereto as Exhibit A.
,-:\;~
!
2127792 -6-
~
6.2.Subject to the other provisions and limitations set out in this Agreement,
and effective as ofthe Effective Date,Defendants,for themselves,their administrators,
successors,and assigns,do hereby forego,release,and forever discharge Plaintiffs,as
well as each Plaintiffs respective past and present affiliates,governing bodies,boards,
commissions,agents,administrators,parents,subsidiaries,divisions,branches,
departments,agencies,predecessors,successors,and the heirs,principals,employees,
associates,owners,stockholders,assigns,devisees,agents,distributors,directors,
officers,representatives,insurers,lawyers,and predecessors and successors in interest,
and each ofthem,and all persons acting by,through,under,or in concert with them
(collectively,the "PlaintiffReleased Parties")from any and all actions;grounds for
complaint;causes ofaction,in law or in equity,in contract,in tort,or otherwise;suits;
guarantees ofindebtedness;suretyships;debts;liens;contracts;agreements;promises;
liability,including all direct and/or indirect liability (including,without limitation,
vicarious liability);claims;demands;damages;losses;costs;expenses;defenses;set-offs;
or recoupments,ofany nature whatsoever,known or unknown to Defendants (regardless
of diligence),suspected or unsuspected,fixed or contingent,which they now have,ever
had,or shall have against the PlaintiffReleased Parties,or any ofthem,arising out ofor
in any way connected with the Claims or Actions or the facts alleged or asserted or which
could have been alleged or asserted in the Claims or in the Actions.
6.3.The Parties hereby waive any and all rights that they may have under any
and all statutes or laws that purport to limit the scope ofa general release,including,
without limitation,Section 1542.ofthe California Civil Code,which provides as follows:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time
of executing the release,which if known by him or her must
have materially affected his or her settlement with the debtor.
".,0..
2127792 -7-
~
6.4.The release in Paragraph 6.1 above shall not preclude Plaintiffs from
asserting claims for indemnification or contribution in the event that the Plaintiffs are
sued bythird parties as a result ofharm allegedly caused by the parts supplied to the
Armenta Intervenors,the Banning Plaintiffs or the Real Parties in Interest on whose
behalfRelator has submitted claims.In any such action,the Plaintiffs will not take the
position that Defendants'parts have created any health risk.In addition,neither
Plaintiffs nor Plaintiffs'Attorneys in the Actions presently have any evidence indicating
that any particular person has suffered actual adverse health effects caused by the parts
supplied to the Armenta Intervenors,the Banning Plaintiffs or the Real Parties in Interest.
The representations respecting health effects containedin this paragraph shall not be used
for any purpose other than in connection with an action by a third party against any ofthe
Plaintiffs.Nothing in this Agreement waives,releases oraffects any rights,defenses or
claims that any Plaintiffor Defendant may have against any party in response to any
claim for indemnification or contribution.
7.DISMISSAL OF ACTIONS
7.1.Promptly upon Court approval ofthis Agreement,Plaintiffs will take all
actions necessary to obtain the dismissal ofthe Actions with prejudice,except that the
Parties stipulate that all disputes arising from or related to this Agreement shall be
referredto the Honorable Peter D.Lichtman,or ifJudge Lichtman is unable or not
available to hear the dispute,suchjudge as is then presiding over the Actions,and that
said trial court shall retain jurisdiction to resolve any such disputes pursuant to California
Code ofCivil Procedure §664.6.
7.2.Other than the payment by Defendants ofthe Relator's Attorneys'Fees
and Costs pursuant to Paragraph 4.2 above,Plaintiffs shall bear their own attorneys'fees
and costs,subject to any separate agreements among them or orders ofthe Court
concerning the allocation ofthe Settlement Sum,and Defendants shall bear their own
attorneys'fees and costs,subject to any separate agreements among them.
2127792
......~•...~~.~~~~.'.'
-8-
8.CONTINGENCIES
The Parties'obligations and releases under this Agreement are contingent upon
approval ofthis Agreement by the governing boards ofthe Armenta Intervenors and the
Banning Plaintiffs,upon Court approvalofthe settlement and this Agreement,upon the
approval ofthe allocation ofthe Settlement Sum to be proposed by the Relator,the
Armenta Intervenors,and the Banning Plaintiffs,upon the dismissal ofthe Actions (as set
forth in Section 7 above),and ~pon payment ofthe Settlement Sum and the Relator's
Attorneys'Fees and Costs (as set forth in Section 4 above).
9.GENERAL PROVISIONS
9.1.The Parties have been represented bytheir respective attorneys throughout
the negotiation and execution ofthis Agreement and have not relied upon any advice or
representation ofopposing parties or their attorneys in entering into this Agreement.The
Parties have entered into this Agreement freely,without compulsion,and with full
understanding and voluntary acceptance ofits terms and they hereby assume the risk of
any mistake offact in connection with the true facts involved,which may now be
unknown.
9.2.The Parties acknowledge that,subsequent to the execution ofthis
Agreement,the Parties may discover facts or incur or suffer claims which,ifknown or
anticipated,might have materially affected the Parties'or a Party's decision to execute
this Agreement.The Parties expressly acknowledge this risk and agree that this
Agreement applies to such unlmown,unanticipated,or different facts and/or claims,and
that the enforceability ofthis Agreement shall not in anyway be affected by such
discovery ofunknown or unanticipated facts and/or claims.
9.3.This Agreement constitutes the entire agreement between the Plaintiffs
and the Defendants with respect the subject matter contained herein and represents the
final,complete,and exclusive expression ofthe terms and conditions ofthe Agreement
between the Plaintiffs and Defendants.All prior or contemporaneous agreements
.j.';
1:
2127792 - 9 -
between the Plaintiffs and the Defendants,oral or written,with respect to the subject
matter ofthis Agreement are merged herein and superseded hereby.The Defendants and
theircontribliting insurers have pursuant to separate agreement agreed to their respective
contributions to the Relators'Attorneys'Fees and Costs and the Settlement Sum.This
Agreement is subject to Defendants and their contributing insurers finalizing that separate
agreement and depositing their agreed upon portions ofRelator's Attorneys'Fees and the
Settlement Sum in the trust account described in Paragraphs 4.1 and 4.2.As between the
Plaintiffs and Defendants,Plaintiffs and Defendants acknowledge that no Party,or any
agent of any Party,has made any promise,representation,orwarranty whatsoever,
express or implied,not contained herein concerning the subject matter hereof,to induce
the Parties (or any individual Party D;amed or referred to herein)to execute this
Agreement,and each Party acknowledges that it has not executed this Agreement in
reliance on any such promise,representation,or warranty.Notwithstanding anything in
this paragraph,prior settlement agreements executed in this action involving any
government entities that are not parties to this Agreement are not merged herein or
superseded hereby.
9.4.This Agreement may not be altered,amended,modified,or otherwise
changed in any respect whatsoever except by a writing duly executed by the Parties
hereto.
9.5.Ifany covenant,term,condition,or provision ofthis Agreement shall,to
any extent,be invalid or unenforceable,the remainder ofthis Agreement shall be valid
'and enforceable to the fullest extent permitted by law.
9.6.For purposes ofconstruction,this Agreement shall be deemed to have
been negotiated and drafted by all ofthe Parties hereto,and no ambiguity shall be
resolved against any Party by virtue ofits participation in the drafting ofthis Agreement.
The Agreement shall be construed neutrally and shall not be applied more strictly against
one Party than against another.
~....
2127792 -10-
9.7.This Agreement shall be binding upon each Party and its assigns,
successors,heirs,executors,and administrators.
9.8.The Parties agree to use their best efforts to cooperate with each other in
good faith and will,without further consideration,execute and deliver further documents
or instruments and take such other action as may be reasonably necessary to carry out and
effectuate the purposes ofthis Agreement.
9.9.All notices required or permitted hereunder shall be in writing,and may be
sent by facsimile or any form offirst-class mail service and addressed to the Party for
whom it is intended as follows:
[insert notice addresses]
The Parties may change the addresses provided in this Paragraph 9.9 bynotice in writing
in accordance with this Paragraph 9.9 to all Parties signed by an appropriate
representative ofthe Party requesting the change.
9.1 O.Counsel for each Party may retain one complete set ofnon-electronic
records related to the Actions,consisting ofpleadings,documents from Plaintiffs,
Defendants'or third party files,and work product generated by Plaintiffs'attorneys or
experts ("Litigation Documents").All documents related to the Actions,including any
electronic copies,shall be maintained in confidence by Plaintiffs and Plaintiffs'Attorneys
and not be disclosed to any third party or used to initiate or prosecute litigation against
Defendants,their agents,affiliates,or insurers,except as required by law or ethical rules
governing the conduct of attorneys.However,documents that have been filed in open
court are not deemed confidential and their use is not restricted by this Agreement.Two
years following dismissal ofthe Actions,Defendants may request that Intervenors'
outside counsel and Plaintiffs'Attorneys destroy or return to Defendants all copies of
documents produced by Defendants in the Actions,and those law firms shall comply with
that request.This confidentiality provision does not preclude the use ofLitigation
2127792 -11 -
Documents in defending against malpractice claims or collateral disputes arising directly
from this litigation or the conduct ofthis litigation.
9.11.It is understood and agreed by the Parties hereto that this Agreement is a
compromise ofdisputed claims and allegations and that each Party denies liability for all
claims and allegations asserted against it in the Actions.Neither the execution ofthis
Agreement,nor the consideration therefore shall be construed as an admission as to the
merits ofany such claim or allegation,or as an admission ofany allegation oflaw or fact
by any Party hereto.
9.12.The Parties hereby agree that this Agreement is a good-faith settlement of
litigation as provided under the laws ofthe State ofCalifornia.
9.13.Each person signing this Agreement represents and warrants that he or she
has.full authority to sign this Agreement on behalfofthe Party for whom he or she is
signing and warrants that he or she has the ability to bind that Party to the obligations and
commitments set forth herein;provided,however,that Nora Annenta represents and
warrants only that she has the authority to sign this Agreement on her own behalfand that
she has the ability to bind the Real Parties in Interest on whose behalfshe has asserted
claims only to the extent pennitted by law.Nora Annenta disclaims any ability to bind
any Real Party in Interest beyond the extent pennitted bylaw.
9.14.This Agreement shall be construed and interpreted in accordance with the
laws ofthe State ofCalifornia,without regard to its conflict oflaws principles.The
validity and effect ofthis Agreement,including any claims for breach ofany ofthe tenns
hereof,shall be governed by the laws ofthe State ofCalifornia.
9.15.Duplicate originals ofthis Agreement will be executed by the Parties.
This Agreement may be executed in one or more counterparts,each ofwhich shall be
deemed an original but all ofwhich shall together constitute one and the same agreement.
IN WITNESS WHEREOF,the Parties have executed this Agreement effective as
ofthe Effective Date as defined above.
~,;.
2127792 -12 -
[signature blocks --including all law finns and counsel]
I
f:
2127792 -13·
,
i
t..:·
!I~;~;!
;':'~.~
~:~.
.,