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HomeMy WebLinkAbout12-16-2020 Board Meeting Minutesr ORANGE COUNTY SANITATION DISTRICT MINUTES BOARD OF DIRECTORS DECEMBER 16, 2020 Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 BOARD OF DIRECTORS Minutes December 16, 2020 CALL TO ORDER A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman David Shawver on December 16, 2020 at 6:00 p. m. in the Administration Building. Board Vice-Chairman John Withers delivered the invocation and led the Pledge of Allegiance. Chair Shawver announced that the meeting was being held telephonically and via audio/video teleconferencing in accordance with the Governor's Executive Order No. N-29-20, due to the Coronavirus Pandemic (COVID-19). 1. APPOINTMENTS TO THE ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS 2020-1346 Originator: Kelly Lore Clerk of the Board Kelly Lore stated that Late Communication was received regarding additional appointments for Item No. 1 which were delivered to the Board and provided to the public. WITHOUT OBJECTION, ACTION TAKEN TO: Receive and file minute excerpts of member agencies relating to appointments to the Orange County Sanitation District Board of Directors: Agency City of Garden Grove Midway City Sanitary District City of Anaheim City of Cypress City of Fountain Valley City of Los Alamitos City of Santa Ana City of Tustin Director Steve Jones Andrew Nguyen Stephen Faessel Stacy Berry Patrick Harper Mark Chirco Johnathan Ryan Hernandez Ryan Gallagher Alternate Director John O'Neill Sergio Contreras Jose Diaz Anne Hertz Glenn Grandis Ron Bates Nelida Mendoza Austin Lumbard ROLL CALL AND DECLARATION OF QUORUM The Clerk of the Board proceeded to roll call and declared a quorum present as follows: PRESENT: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) ABSENT: None STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Kelly Lore, Clerk of the Board; and Brian Engeln were present in the Board Room. Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Page 1 of 12 BOARD OF DIRECTORS Minutes December 16, 2020 Millea, Director of Environmental Services Lan Wiborg, Director of Human Resources Celia Chandler, Jennifer Cabral, Mortimer Caparas, Tina Knapp, Rebecca Long, Jeff Mohr, and Thomas Vu participated telephonically. OTHERS PRESENT: Brad Hagin (General Counsel) was present in the Board Room; Eric Sapirstein (ENS); Cori Takkinen and Eric O'Donnell (TPA) participated telephonically. PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: Chair Shawver announced Employee Service Awards for December 2020: 25 Years: Huan Nguyen, Senior Engineer and Brian Reed, Principal Environmental Specialist 30 Years: Linda Losurdo, Administrative Assistant 2. 3. COMMENDATIONS TO OUTGOING BOARD MEMBERS 2020-1367 Originator: Kelly Lore Chair Shawver presented Commendations to the outgoing Alternate Board Members. CITY DIRECTOR Los Alamitos Midway City Sanitary District ANNUAL LEGISLATIVE AFFAIRS UPDATE FOR 2020 Originator: Jim Herberg ALTERNATE DIRECTOR Dean Grose Margie L. Rice 2020-1340 Orange County Sanitation District's Federal and State Lobbyists provided an overview of the Legislative Affairs Program for 2020. ITEM RECEIVED AS: Information item. REPORTS: Chair Shawver reminded the Directors that they will receive Board Member talking points regarding OC San activities for use while reporting out to the members councils, boards, and community groups. Chair Shawver announced that Committee Meetings will be dark in January and the Steering and Board meetings will be held on their regularly scheduled meeting date of January 27, 2021. Page 2 of 12 BOARD OF DIRECTORS Minutes December 16, 2020 Chair Shawver announced that the first virtual Board Member Orientation will be held on Thursday, February 4, 2021 at 2:00 p.m. He indicated that the Orientation is intended for new and current Board Members and Alternate Board Members and that the agenda and other pertinent information will be sent by the Clerk of the Board. General Manager Jim Herberg provided a COVID-19 update and stated that since last month's Board meeting there were nine new positive tests for employees, for a cumulative total of 25 to date. He stated that his weekly email to the Board of Directors would be provided tomorrow containing additional pandemic progress. Mr. Herberg informed the Board that the Sanitation District was accepted into the CDC/Health and Human Services COVID-19 Wastewater Surveillance Study as a Phase 1 participant for a national wastewater surveillance program for COVID-19. Phase 1 of the program plans to enroll Publicly Owned Treatment Works (POTWs) that serve 10 percent of the US population. (Phase 2 of the program plans to enroll POTWs that serve an additional 40 percent of the US population.) He stated that the Sanitation District also committed to participate in a Wastewater Based Epidemiology Pilot Program led by the California Department of Public Health and California State Water Resources Control Board to investigate the opportunities and challenges of using wastewater to detect and monitor the presence and prevalence of COVID-19 in the community. OC San is one of five major California wastewater utilities that was invited to participate in and provide resources for this pilot program . Mr. Herberg indicated that CASA would be sending a letter to the California Vaccination Task Force on behalf of its member agencies asking for vaccinations for the essential employees in the wastewater industry. He stated that a joint letter with OCWD would be prepared and addressed to Dr. Chau, the Orange County Health Officer, requesting vaccinations for the Sanitation District's essential employees that are protecting the safety of 2.6 million Orange County residents. Mr. Herberg reminded the Board that the Sanitation District Administration offices will be closed December 24 and 25th in observance of Christmas , and January 1 for New Year's Day CONSENT CALENDAR: 4. APPROVAL OF MINUTES 2020-1320 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Board of Directors held November 18, 2020. Page 3 of 12 BOARD OF DIRECTORS Minutes December 16, 2020 AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen , Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None RECEIVE AND FILE: 5. 6. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF NOVEMBER 2020 Originator: Lorenzo Tyner WITHOUT OBJECTION, ACTION TAKEN TO: Report of the Investment Transactions for the month of November 2020. COMMITTEE MEETING MINUTES Originator: Kelly Lore WITHOUT OBJECTION, ACTION TAKEN TO: A. Minutes of the Steering Committee Meeting held October 28, 2020 B. Minutes of the Operations Committee Meeting held November 4, 2020 2020-1102 2020-1358 C. Minutes of the Administration Committee Meeting held November 10, 2020 OPERATIONS COMMITTEE: 7. WASTE ACTIVATED SLUDGE AND RETURN ACTIVATED SLUDGE PUMP STATION ELEVATOR MODERNIZATION AT PLANT NO. 2 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: 2020-1370 A. Approve Supplemental Service Contract to Otis Elevator Company for elevator rehabilitation services using the OMNIA Partners (formerly National IPA) cooperative contract for the Waste Activated Sludge and Return Activated Sludge Pump Station Elevator Modernization at Plant No . 2, for a total amount not to exceed $432,400; and B. Approve a contingency of $86,480 (20%). Page 4 of 12 BOARD OF DIRECTORS Minutes December 16, 2020 AYES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) NOES: None ABSENT: None ABSTENTIONS: None 8. SEAL BEACH PUMP STATION ISOLATION VALVE REPLACEMENT, 2020-1371 PROJECT NO. FRC-0004 9. Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Seal Beach Pump Station Isolation Valve Replacement, Project No. FRC-0004; Specification No. S-2020-1198BD; B. Award a Construction Contract to J.R. Filanc Construction Co., Inc. for Seal Beach Pump Station Isolation Valve Replacement, Project No. FRC-0004, in the amount of $466,830; and C. Approve a contingency of $93,366 (20%). AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None CENGEN SUPPLY AIR FAN SUPPORT REPLACEMENT AT PLANT NO. 2, PROJECT NO. MP-305 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Page 5 of 12 2020-1372 BOARD OF DIRECTORS Minutes December 16, 2020 A. Receive and file Bid Tabulation and Recommendation for CenGen Supply Air Fan Support Replacement at Plant No . 2, Project No. MP-305; B. Award a Construction Contract to J.R. Filanc Construction Co., Inc. for CenGen Supply Air Fan Support Replacement at Plant No. 2, Project No. MP-305, for a total amount not to exceed $297,000; and C. Approve a contingency of $44,550 (15%). AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco , Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None 10. PURCHASE OF TWO 220 KVA TRAILER MOUNTED DIESEL GENERATORS 2020-1374 · Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Purchase Order to Multiquip Inc. for the purchase of two Multiquip Model DCA220 Trailer Mounted Diesel 220 kVA Electric Generators (Tier-4 Final Engine) using Sourcewell Cooperative Contract No . 041719-MTQ for a total amount not to exceed $230,950; and B. Approve a contingency of $11,548 (5%). AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None Page 6of12 BOARD OF DIRECTORS Minutes December 16, 2020 11. JANITORIAL & FLOOR MAINTENANCE SERVICE CONTRACT FOR PLANT NOS. 1 AND 2 2020-1375 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Agreement with JLK Enterprise, Inc. for janitorial and floor maintenance service at Plant Nos. 1 and 2, Specification No. S-2020-1189BD, for the period February 1, 2021 through January 31, 2023, for an amount not to exceed $1,280,560, with three one-year renewal options in the amount of $640,280 per year; and B. Approve a 10% contingency per contract term: $128,056 (10%) for the initial two-year term and $64,028 (10%) for each subsequent one-year renewal period. AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None 12. PURCHASE OF 56 ELECTRIC CARTS 2020-1376 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Award a Purchase Order to Southwest Toyota Lift for the purchase of 56 electric carts using OMNIA Partners Cooperative Contract No. EV2671 for a total amount not to exceed $1, 101, 172; and B. Approve a contingency of $55,059 (5%) AYES: NOES: ABSENT: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None None Page 7 of 12 BOARD OF DIRECTORS Minutes December 16, 2020 ABSTENTIONS: None 13. CEQA -FACILITIES MASTER PLAN, PROJECT NO. PS17-08 2020-1377 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: A. Consider, receive, and certify the Final Program Environmental Impact Report for the CEQA -Facilities Master Plan, Project No. PS17-08; and B. Adopt Resolution No. OCSD 20-11, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Certifying the Program Environmental Impact Report for the Facilities Master Plan, Project No. PS17-08; Adopting a Statement of Facts and Findings; Adopting a Statement of Overriding Considerations; and Adopting a Mitigation Monitoring and Reporting Program". AYES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) NOES: None ABSENT: None ABSTENTIONS: None 14. ORANGE COUNTY SANITATION DISTRICT 2020 ASSET MANAGEMENT PLAN Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: 2020-1378 Receive and file the Orange County Sanitation District 2020 Asset Management Plan. AYES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson , Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) NOES: None ABSENT: None ABSTENTIONS: None Page 8 of 12 BOARD OF DI RECTORS Minutes December 16, 2020 ADMINISTRATION COMMITTEE: 15. PAYMENT OF ANNUAL NATIONAL POLLUTANT DISCHARGE AND ELIMINATION SYSTEM (NPDES) PERMIT FEES 2020-1382 Originator: Lan Wiborg MOVED, SECONDED, AND DULY CARRIED TO: Approve payment of $712,888 for annual NPDES ocean discharge permit fees. AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None 16. ADOPT ORANGE COUNTY SANITATION DISTRICT'S DEBT POLICY 2020-1383 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD 20-12, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Adopting the Orange County Sanitation District's Debt Policy and Repealing Resolution No. OCSD 18-16". AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None 17. INVEST AND/OR REINVEST ORANGE COUNTY SANITATION DISTRICT'S FUNDS AND ADOPT INVESTMENT POLICY STATEMENT Originator: Lorenzo Tyner Page 9 of 12 2020-1384 BOARD OF DIRECTORS Minutes December 16, 2020 MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD 20-13, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the Orange County Sanitation District's Treasurer to Invest and/or Reinvest the Orange County Sanitation District's Funds, Adopting the Orange County Sanitation District's Investment Policy Statement and Performance Benchmarks, and Repealing Resolution No. OCSD 19-21 ". AYES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) NOES: None ABSENT: None ABSTENTIONS: None LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 18. 2021 LEGISLATIVE AND REGULATORY PLAN 2020-1347 Originator: Jim Herberg MOVED, SECONDED, AND DULY CARRIED TO: Approve the Orange County Sanitation District 2021 Legislative and Regulatory Plan . AYES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson , Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) NOES: None ABSENT: None ABSTENTIONS: None STEERING COMMITTEE: None. Page 10 of 12 BOARD OF DIRECTORS Minutes NON-CONSENT: 19. PLANT WATER PIPELINE REPLACEMENT IN KINNISON, LINDSTROM, AND SCOTT TUNNELS AT PLANT NO. 2, PROJECT NO. FE18-14 Originator: Kathy M ii lea December 16, 2020 2020-1373 Director of Engineering Kathy Millea provided a brief introduction to the item. MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Plant Water Pipeline Replacement in Kinnison, Lindstrom, and Scott Tunnels at Plant No . 2, Project No. FE18-14; B. Receive and file Orange County Sanitation District's Notice of Intent to Award dated November 25, 2020; C. Receive and file Award Protest from J.F. Shea Construction, Inc. dated November 30, 2020, concerning the award to MMC Inc.; D. Receive and file response letter from MMC Inc. dated December 2, 2020, regarding the bid protest of J.F. Shea Construction, Inc.; E. Receive and file Orange County Sanitation District's determination letter dated December 7, 2020, to J.F. Shea Construction, Inc. responding to Award Protest; F. Deny Award Protest filed by J.F. Shea Construction, Inc.; G. Award a Construction Contract to MMC Inc. for Plant Water Pipeline Replacement in Kinnison, Lindstrom, and Scott Tunnels at Plant No. 2, Project No. FE 18-14, for a total amount not to exceed $1, 134,000; and H. Approve a contingency of $170,100 (15%). AYES: NOES: Brad Avery, Stacy Berry, Doug Chaffee, Mark Chirco, Robert Collacott, Stephen Faessel, Ryan Gallagher, Patrick Harper, Brooke Jones, Steve Jones, Sandra Massa-Lavitt, Mark Murphy, Andrew Nguyen, Glenn Parker, Erik Peterson, Tim Shaw, David Shawver, Jesus Silva, Chad Wanke, John Withers, Nelida Mendoza (Alternate), Anthony Kuo (Alternate), Robert Ooten, Nitesh Patel (Alternate) and Connor Traut (Alternate) None ABSENT: None ABSTENTIONS: None Page 11 of 12 BOARD OF DIRECTORS Minutes December 16, 2020 INFORMATION ITEMS: None. AB 1234 DISCLOSURE REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: At 7:08 p.m., Chair Shawver adjourned the meeting until the Regular Meeting of the Board of Directors to be held on January 27, 2021 at 6:00 p.m. Submitted by: Page 12 of 12