HomeMy WebLinkAbout05-22-2019 Board Meeting Minutes05/22/2019
Orange County Sanitation District
MINUTES
BOARD MEETING
May 22,2019
Administration Building
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Minutes of Board Meeting Page 1 of 12
ROLLCALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
called to order by Board Chairman David Shawver on May 22, 2019 at 6:03 p.m. in the
Administration Building. Director Lucille Kring delivered the invocation and led the Pledge
of Allegiance.
The Clerk of the Board declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X David Shawver, Chair Carol Warren
X Brad Avery Joy Brenner
X Allan Bernstein Chuck Puckett
X Doug Chaffee Michelle Steel
X Robert Collacott Chad Zimmerman
James M. Ferryman X Bob Ooten
X Phil Hawkins Brooke Jones
X Cecilia Iglesias David Penaloza
Steven Jones X John O'Neill
X Peter Kim Marshall Goodman
X Lucille Kring Denise Barnes
X Sandra Massa-Lavitt ·-sch-etly~ustarsic ---------------··
Mark Murphy X Kim Nichols
X Richard Murphy Dean Grose
Steve Nagel X Patrick Harper
X Andrew Nguyen AI Krippner
X Glenn Parker Steven Vargas
X Erik Peterson Mike Posey
Tim Shaw X Tom Beamish
X Christina Shea Anthony Kuo
X Jesus J. Silva Jan Flory
X Fred Smith Sunny Park
X Chad Wanke Ward Smith
X John Withers Douglas Reinhart
X Mariellen Yare Stacy Berry
STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Rob Thompson,
Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler,
Director of Human Resources; Kathy Millea, Director of Engineering; Lan Wiborg, Director
of Environmental Services; Kelly Lore, Clerk of the Board; Stephanie Barron; Jennifer
Cabral; Thys DeVries; Damein Fabrizio; AI Garcia; Tom Grant; Mark Kawamoto; Tina
Knapp; Laura Maravilla; Jeff Mohr; Wally Ritchie; Roya Sohanaki and Thomas Vu.
05/22/2019 Minutes of Board Meeting Page 2 of 12
OTHERS PRESENT: Brad Hog in (General Counsel); Gary Weisberg, Woodruff, Spradlin
& Smart; Roger Cerda, Alston & Bird, (Special Counsel); and Laura Kalty, Liebert Cassidy
Whitmore (Special Counsel); Austin Mejia (Supervisor Chaffee's office).
PUBLIC COMMENTS:
None.
SPECIAL PRESENTATIONS:
None.
REPORTS
Chair Shawver announced that the City of Santa Ana appointed Cecilia Iglesias as their
representative to the Board, and David Penaloza as the alternate representative.
Chair Shawver reported on today's Honor Walk program and acknowledged the 2019
Honor Walk Recipients: Chris Cervellone, retired Engineer Supervisor, and Ingrid
Hellebrand, a retired Senior Staff Analyst. He stated that both former employees deserved
this recognition for their dedication and service.
General Manager Jim Herberg reported that Senate Bill (SB) 332 by Senator Hertzberg is
currently suspended, but it is anticipated to come back next year. The bill, as written,
would have mandated a 50 percent reduction of baseline volume of ocean discharge by
January 1, 2030, and a 95 percent reduction of baseline volume by January 1, 2040. He
stated that staff will continue to meet with the author and sponsors of the bill, along with
participating in CASA's SB 332 workgroup.
Mr. Herberg announced the OCSD's 65th Anniversary Open House and Centrifuge Ribbon
Cutting VIP event will take place on Saturday, July 27 from 9 a.m.-12 p.m. He stated that
the VIP event will invite elected officials throughout Orange County and local media, and
that the Open House will follow.
Mr. Herberg stated that it is with great regret and sorrow that he requests to adjourn the
meeting in honor of Gary Prater, Principal Contracts Administrator who recently passed
away and had 13 years of service with OCSD.
ELECTIONS:
1. NOMINATIONS FOR CHAIRPERSON AND VICE CHAIRPERSON OF THE
BOARD OF DIRECTORS (Clerk of the Board)
General Counsel Brad Hogin provided instructions and facilitated the nomination
and election process.
05/22/2019 Minutes of Board Meeting Page 3 of 12
A. Mr. Hagin opened nominations for Chairperson of the Board of Directors
(Election to be held at the regular June Board Meeting unless only one
candidate is nominated). One nomination was received.
With no further nominations, David Shawver was elected as Chairman of the
Board of Directors for the 2019/20 term.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
B. Mr. Hog in opened nominations for Vice Chairperson of the Board of Directors
(Election to be held at the regular June Board Meeting unless only one
candidate is nominated). One nomination was received.
With no further nominations, John Withers was elected as Vice-Chairman of
the Board of Directors for the 2019/20 term.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
CONSENT CALENDAR:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
2. APPROVAL OF MINUTES (Clerk of the Board)
MOVED. SECONDED. AND DULY CARRIED TO: Approve the minutes of the
Regular Meeting of the Board of Directors held on April 24, 2019.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
05/22/2019
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
Minutes of Board Meeting Page 4 of 12
3. SALE OF DOIG DRIVE PROPERTY (Lorenzo Tyner)
MOVED. SECONDED. AND DULY CARRIED TO:
A. Receive and file the amended Purchase and Sale Agreement/escrow
instructions with the sale price of $6,672,000; and
B. Receive and file the closing documents from the sale of the Orange County
Sanitation District's previously owned property at 7311 Doig Drive, Garden
Grove, CA.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the
Board Chair.
4. COMMITTEE MINUTES (Clerk of the Board)
Received and filed the approved minutes of the following committees:
A Steering Committee Meeting of March 27, 2019
B. Operations Committee Meeting of April3 2019
C. LaP A Committee Meeting of April 8, 2019
D. Administration Committee Meeting of April 10, 2019
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
5. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
APRIL 2019 (Lorenzo Tyner)
Received and filed the report of the Investment Transactions for the month of
April2019.
AYES:
05/22/2019
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
Minutes of Board Meeting Page 5 of 12
NOES:
ABSTENTIONS:
ABSENT:
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
OPERATIONS COMMITTEE:
6. REHABILITATION OF WESTERN REGIONAL SEWERS, PROJECT NO. 3-64
(Kathy Millea)
MOVED. SECONDED. AND DULY CARRIED TO: Approve a Cost Sharing
Agreement between the Orange County Sanitation District and the City of Anaheim
for traffic signal construction in conjunction with the Orange-Western Sub-Trunk
Rehabilitation, Contract No. 3-64A, for an amount not to exceed $220,000.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
7. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT
(Kathy Millea)
MOVED. SECONDED. AND DULY CARRIED TO: Receive and file the Capital
Improvement Program Contract Performance Report for the period ending
March 31,2019.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
8. PLANT NO.2 CENTRAL GENERATION STEAM TURBINE REHABILITATION,
PROJECT NO. MP-105 (Kathy Millea)
MOVED. SECONDED. AND DULY CARRIED TO: Approve renegotiated Purchase
Order terms and conditions with Dresser-Rand for the assessment and standard
05/22/2019 Minutes of Board Meeting Page 6 of 12
overhaul of Plant No. 2 Central Generation Steam Turbine Rehabilitation, Project
No. MP-105.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
9. FERRIC CHLORIDE PURCHASE (Rob Thompson)
MOVED. SECONDED, AND DULY CARRIED TO:
A. Approve a Purchase Order Agreement with Pencco, Inc. for the purchase of
liquid ferric chloride, Specification No. C-2019-1037BD, for the period
beginning July 1, 2019 through June 30, 2020, for a unit price of $597 per
dry ton delivered, for an estimated annual amount of $1,791,000 (plus
applicable sales tax) with four (4) one-year renewal options.
B. Approve a Purchase Order Agreement with Kemira Water Solutions, Inc. for
the purchase of liquid ferric chloride, Specification No. C-2019-1 037BD, for
the period beginning July 1, 2019 through June 30, 2020, for a unit price of
$630 per dry ton delivered, for an estimated annual amount of $3,150,000
(plus applicable sales tax) with four (4) one-year renewal options; and
C. Approve a unit price contingency of 10% per agreement.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Berr)stein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
10. REGIONAL ODOR AND CORROSION CONTROL SERVICES (ROCCS)
PROGRAM, SPECIFICATION NO. C-2017-899BD-CONTINGENCY INCREASE
(Rob Thompson)
MOVED. SECONDED. AND DULY CARRIED TO: Approve a unit price
contingency increase of $116.39/dry ton (11.91 %) to the Ferrous Chloride Chemical
Agreement with Hill Brothers Chemical Company for the Regional Odor and
Corrosion Control Services Program, Specification No. C-2017 -899BD, for the
period beginning July 1, 2019 through June 30, 2020, for a new total contingency
05/22/2019 Minutes of Board Meeting Page 7 of 12
amount not to exceed $136.93/dry ton (26.91%); an estimated total amount of
$2,583,000.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
ADMINISTRATION COMMITTEE:
11. IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL
SUBSCRIPTION AND SUPPORT (Lorenzo Tyner)
MOVED. SECONDED. AND DULY CARRIED TO:
A. Approve an Annual Purchase Order Contract with Dataskill, Inc. for the
renewal of software licensing and maintenance for IBM Maximo and
WebSphere, for an amount not to exceed $173,774, for the period beginning
July 1, 2019 through June 30, 2020, with four (4) one-year renewal options;
and
B. Approve a contingency of $26,066 (15%).
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
12. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE
PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner)
MOVED. SECONDED. AND DULY CARRIED TO:
A. Receive and file Orange County Sanitation District purchases made under
the General Manager's authority for the period of January 1, 2019 to March
31,2019;and
B. Approve the following additions to the pre-approved OEM Sole Source List
for the period of January 1, 2019 to March 31, 2019:
• DME-Expansion Joints
• DRAKE CONTROLS -On-site Training for Woodward Governor
05/22/2019 Minutes of Board Meeting Page 8 of 12
AYES:
Controls
• ENVIRONMENTAL RESOURCES ASSOCIATES (ERA)-Quality
Control Standards
• ORANGE COUNTY SHERIFF'S DEPARTMENT-Law Enforcement
and Security Services
• OVIVO -Trickling Filter Clarifier Assessment and Repairs
• SOT NORTH AMERICAN -On-site Training for Ultrasound Detectors
• TPC TRAINING -On-site Electricity Training
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
NOES: None
ABSTENTIONS: None
ABSENT: None
13. CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED
MARCH 31, 2019 (Lorenzo Tyner)
MOVED, SECONDED. AND DULY CARRIED TO: Receive and file the Orange
County Sanitation District Third Quarter Financial Report for the period ended
March 31,2019.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE:
14. LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF APRIL 2019
(Jim Herberg)
Received and filed the Legislative Affairs Update for the month of April 2019.
AYES:
NOES:
05/22/2019
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
Minutes of Board Meeting Page 9 of 12
ABSTENTIONS: None
ABSENT: None
15. PUBLIC AFFAIRS UPDATE FOR THE MONTH OF APRIL 2019
(Jim Herberg)
Received and filed the Public Affairs Update for the month of April 2019.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
STEERING COMMITTEE:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
16. PROPERTY MANAGEMENT SERVICES FOR 18350 MT. LANGLEY STREET,
18429 PACIFIC STREET, 18368-18375 AND 18410-18436 BANDILIER CIRCLE,
FOUNTAIN VALLEY (Lorenzo Tyner)
MOVED, SECONDED. AND DULY CARRIED TO: Approve Amendment No. 3 with
The Muller Company for Property Management Services, to extend the services for
twelve-months from September 1, 2019 through August 31, 2020 with all terms and
provisions of the Agreement remaining unmodified and in full force and effect.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
NON-CONSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
17. SECOND READING OF PROPOSED ADOPTION OF WASTEWATER
DISCHARGE REGULATIONS, ORDINANCE NO. OCSD-53 (Lorenzo Tyner)
MOVED, SECONDED. AND DULY CARRIED TO:
A. That proposed Ordinance No. OCSD-53 be read by title only, and that
reading of said Ordinance in its entirety be, and is hereby, waived;
05/22/2019 Minutes of Board Meeting Page 10 of 12
B. Adopt Ordinance No. OCSD-53 entitled, "An Ordinance of the Board of
Directors of the Orange County Sanitation District Amending Wastewater
Discharge Regulations; and repealing Ordinance No. OCSD-48"; and
C. Direct the Clerk of the Board to publish a summary of the Ordinance as
required by law.
Clerk of the Board, Kelly Lore read the Ordinance title and called roll for the vote.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
18. SECOND READING OF PROPOSED ORDINANCE NO. OCSD-54 AMENDING
SECTION 2.06 OF ARTICLE II, TABLE A, TABLE B, AND TABLE C OF
ORDINANCE NO. OCSD-50 CONCERNING CAPITAL FACILITY CAPACITY
CHARGES (Lorenzo Tyner)
MOVED. SECONDED. AND DULY CARRIED TO:
A. That proposed Ordinance No. OCSD-53 be read by title only, and that
reading of said Ordinance in its entirety be, and is hereby, waived;
B. Adopt Ordinance No. OCSD-54 entitled, "An Ordinance of the Board of
Directors of the Orange County Sanitation District Amending Section 2.06 of
Article II, Table A, Table B, and Table C of Ordinance No. OCSD-50
Concerning Capital Facilities Capacity Charges"; and
C. Direct the Clerk of the Board to publish a summary of the Ordinance as
required by law.
Clerk of the Board Kelly Lore read the Ordinance title and called roll for the vote.
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Avery; Beamish (Alternate); Bernstein; Chaffee; Collacott;
Harper (Alternate); Hawkins; Iglesias; Kim; Kring;
Massa-Lavitt; R. Murphy; Nguyen; Nichols (Alternate); O'Neill
(Alternate); Ooten (Alternate); Parker; Peterson; Shawver;
Shea; Silva; F. Smith; Wanke; Withers and Yare
None
None
None
INFORMATION ITEMS:
None.
05/22/2019 Minutes of Board Meeting Page 11 of 12
AB 1234 DISCLOSURE REPORTS: This item allows Board members to provide a brief oral report
regarding the disclosure of outside committees, conferences, training, seminars, etc. attended at the
Agency's expense, per Government Code §53232.3(d).
None.
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS
54957.6, 54956.9(d)(1) & 54956.8:
The Board convened in closed session at 6:19p.m. to discuss three items. Confidential
minutes of the Closed Sessions have been prepared in accordance with the above
Government Code Sections and are maintained by the Clerk of the Board in the Official
Book of Confidential Minutes of Board and Committee Closed Session Meetings.
RECONVENED IN REGULAR SESSION:
The Board reconvened in regular session at 7:38 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Brad Hagin did not provide a report.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
Director Murphy thanked Assistant General Manager Rob Thompson for his recent
informational presentation at the Los Alamitos City Council meeting. Director Bernstein
invited everyone to the City of Tustin Street Fair & Chili Cook-off on Saturday, June 2.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None requested.
ADJOURNMENT:
At 7:40 p.m. Chair Shawver adjourned the meeting until the Regular Meeting of the Board
of Directors on June 26, 2019 at 6:00 p.m. in memory of former Principal Contracts
Administrator Gary Prater.
Submitted by:
05/22/2019 Minl!tes of Board Meeting Page 12 of 12