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Home My WebLink About12-15-2021 Board Meeting Minutes and Financing CorporationORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS AND ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION BOARD OF DIRECTORS MINUTES DECEMBER 15, 2021 Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 BOARD OF DIRECTORS Minutes December 15, 2021 CALL TO ORDER A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman John Withers on Wednesday, December 15, 2021 at 6:01 p.m. in the Administration Building of the Orange County Sanitation District. Chair Withers stated that the meeting was being held telephonically and via Internet accessibility in accordance with new provisions in California Government Code Section 54953 and Resolution No. OC SAN 21-20, due to the continued State of Emergency Order and announced the teleconference meeting guidelines. Director Glenn Parker delivered the invocation and led the Pledge of Allegiance. ROLL CALL AND DECLARATION OF QUORUM The Clerk of the Board declared a quorum present as follows: PRESENT:Brad Avery, Art Brown, Kim Carr, Doug Chaffee, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Johnathan Ryan Hernandez, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman and Nitesh Patel (Alternate) ABSENT:None STAFF PRESENT: Kelly Lore, Clerk of the Board, and Brian Engeln were present in the Board Room. Jim Herberg, General Manager; Rob Thompson, Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler, Director of Human Resources; Kathy Millea, Director of Engineering; Lan Wiborg, Director of Environmental Services; Jennifer Cabral; Mortimer Caparas; Brian Engeln; John Frattali; Tina Knapp; Rebecca Long; Laura Maravilla; Jeff Mohr; Wally Ritchie; Thomas Vu; and Ruth Zintzun were in attendance telephonically. OTHERS PRESENT: Brad Hogin, General Counsel, was present in the Board Room. Dan Fears, Special Counsel; Chris Palmer, CSDA; Eric Sapirstein, ENS Resources; and Eric O'Donnell, Townsend Public Affairs, were in attendance telephonically. PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: 1.CSDA PRESENTATION - DISTRICT TRANSPARENCY CERTIFICATE 2021-2033 Originator: Kelly Lore Chris Palmer, CSDA, presented the District Transparency Certificate to OC San. Page 1 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 2.EMPLOYEE SERVICE AWARDS 2021-2008 Originator: Kelly Lore Chair Withers acknowledged the following: 30-year Service Awards Gail Cain, Executive Assistant - Division 710 Jim Spears, Engineering Manager - Division 830 3.ANNUAL LEGISLATIVE AFFAIRS UPDATE FOR 2021 2021-2002 Originator: Jim Herberg Eric Sapirstein, ENS Resources, provided a PowerPoint presentation regarding the annual Federal Legislative Affairs update. Eric O'Donnell, Townsend Public Affairs, provided a PowerPoint presentation regarding the annual State Legislative Affairs update. ITEM RECEIVED AS AN: Information Item REPORTS: Chair Withers stated that the Board of Directors talking points would be distributed on December 16th. Chair Withers reported on a recent op-ed completed with Orange County Business Council (OCBC) related to OC San’s Capital Improvement Program and how it supports local environment and was featured on OCBC’s website. Chair Withers stated that a special Board Meeting was anticipated to take place on January 12, 2022 to facilitate the adoption of a resolution to allow continued virtual meetings . General Manager Jim Herberg announced that Plant No. 1 had been awarded the SARBS Large Plant Safety which evaluates nominees on number of injuries, lost-time accidents, record keeping, in-house training, emergency response, and program implementation . Mr. Herberg reminded the Directors that Committee meetings would be dark in January; and that the Steering Committee and Board of Directors meetings would meet at the regular time on January 26, 2022. Mr. Herberg requested the Board meeting be adjourned in memory of Joe Forbath, a partner at Woodruff, Spradlin & Smart, who worked for OC San for over 20 years on construction related matters. Page 2 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 CONSENT CALENDAR: 4.APPROVAL OF MINUTES 2021-2007 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Board of Directors Meeting held November 17, 2021. AYES:Brad Avery, Art Brown, Kim Carr, Doug Chaffee, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Johnathan Ryan Hernandez, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:None ABSTENTIONS:None RECEIVE AND FILE: 5.COMMITTEE MEETING MINUTES 2021-1551 Originator: Kelly Lore WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: A.Minutes of the Steering Committee Meeting held October 27, 2021 B.Minutes of the Operations Committee Meeting held November 3, 2021 C.Minutes of the Administration Committee Meeting held November 10, 2021 6.REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF NOVEMBER 2021 2021-1702 Originator: Lorenzo Tyner WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: Report of the Investment Transactions for the month of November 2021. Page 3 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 Directors Chaffee and Hernandez appeared to be away from the meeting at 6:54 p.m. OPERATIONS COMMITTEE: 7.TRICKLING FILTER 480 VOLT CABLE REPLACEMENT AT PLANT NO. 1, PROJECT NO. FR1-0008 2021-2023 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Trickling Filter 480 Volt Cable Replacement at Plant No. 1, Project No. FR1-0008; B. Award a Service Contract to Baker Electric, Inc. for Trickling Filter 480 Volt Cable Replacement at Plant No. 1, Project No. FR1-0008 for an amount not to exceed $251,586; and C. Approve a contingency of $50,317 (20%). AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 8.JANITORIAL & FLOOR MAINTENANCE SERVICE CONTRACT FOR PLANT NOS. 1 AND 2 2021-2024 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract to U.S. Metro Group, Inc. to provide Janitorial & Floor Maintenance Services at Plant Nos. 1 and 2, Specification No. S-2021-1270BD, for a total amount not to exceed $799,992 for the period beginning February 1, 2022, through January 31, 2023, with four, one-year renewal options; and B. Approve an annual contingency of $ 79,999 (10%). Page 4 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 9.PLANT NO. 2 DISTRIBUTION CENTER H, 480V SWITCHGEAR UNDERVOLTAGE RELAY UPGRADE PROJECT 2021-2025 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Purchase Order Contract with Miron Electric Construction Corp. for Plant No. 2 Distribution Center H, 480V Switchgear Undervoltage Relay Upgrade Project, per Specification No. S-2021-1280, for a total amount not to exceed $198,200; and B. Approve a contingency of $19,820 (10%). AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 10.MANHOLE FRAME AND COVER REPLACEMENT PROJECT IN THE CITY OF ANAHEIM 2021-2026 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract to Ayala Engineering, Inc. to replace and adjust 47 manhole frames and covers in the City of Anaheim per Specification No. S-2021-1254BD, for a total amount not to exceed $293,750; and B. Approve a contingency of $29,375 (10%). Page 5 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 11.USP TECHNOLOGIES INDEMNIFICATION AGREEMENT 2021-2027 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: Approve an Indemnification Agreement with USP Technologies and the Orange County Sanitation District concerning the potential claimed violation of material patents in a form approved by General Counsel. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 12.ORANGE COUNTY SANITATION DISTRICT 2021 ASSET MANAGEMENT PLAN 2021-2028 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange County Sanitation District 2021 Asset Management Plan. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez Page 6 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 ABSTENTIONS:None 13.SUPERCRITICAL WATER OXIDATION RESEARCH OPPORTUNITY 2021-2029 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Services Agreement to 374Water Systems, Inc. for the Supercritical Water Oxidation Demonstration at Plant No. 1, Project No. RE21-01, to provide goods and services for demonstration of the 374Water AirSCWO Nix6 System, for an amount not to exceed $5,139,000; and B. Approve contingency funds for Project No. RE21-01 for a combined total not to exceed $514,000 (10%). AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 14.OCEAN OUTFALL CONDITION ASSESSMENT AND SCOPING STUDY, PROJECT NO. PS18-09 2021-2030 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Approve a contingency increase of $823,200 (30%) to the Professional Services Agreement with Carollo Engineers, Inc. for Ocean Outfall Condition Assessment and Scoping Study, Project No. PS18-09, for a total contingency of $1,097,600 (40%). AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None Page 7 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 ADMINISTRATION COMMITTEE: 15.ADD RIALTO BIOENERGY FACILITY CONTRACT TO BIOSOLIDS ACCOUNT POOL 2021-2038 Originator: Lan Wiborg MOVED, SECONDED, AND DULY CARRIED TO: Ratify the addition of the Rialto Bioenergy Facility, LLC. biosolids contract to the Biosolids Account Pool effective July 28, 2021. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 16.ADOPT ORANGE COUNTY SANITATION DISTRICT’S DEBT POLICY 2021-2039 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OC SAN 21-21, 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 20-12”. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 17.DEFERRED PAYMENT AGREEMENT REQUEST FOR CHARGES AND FEES OWED BY NOR-CAL BEVERAGE CO., INC. INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE 2021-2040 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Page 8 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 Approve a deferred payment agreement with Nor-Cal Beverage Co., Inc. for charges owed for user fees in the amount of $496,231.50. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 18.INVEST AND/OR REINVEST ORANGE COUNTY SANITATION DISTRICT’S FUNDS AND ADOPT INVESTMENT POLICY STATEMENT 2021-2041 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OC SAN 21-22, 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 20-13”. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 19.WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2022A 2021-2042 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Page 9 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 A. Adopt Resolution No. OC SAN 21-23 entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the execution and delivery by the District of an Installment Purchase Agreement, a Trust Agreement, and a Continuing Disclosure Agreement in connection with the Orange County Sanitation District Wastewater Refunding Revenue Obligations, Series 2022A, authorizing the execution and delivery of such Revenue Obligations evidencing principal in an aggregate amount of not to exceed $107,315,000, approving a Notice of Intention to Sell, authorizing the distribution of an Official Notice Inviting Bids and an Official Statement in connection with the offering and sale of such Revenue Obligations and authorizing the execution of necessary documents and related actions”; and B. That the Orange County Sanitation District Financing Corporation approve the documents supporting and authorizing the Revenue Obligations in an aggregate amount not to exceed $107,315,000. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 20.NINTEX APPLICATION DEVELOPMENT SERVICES 2021-2043 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Approve a Professional Services Agreement to AgreeYa Solutions, Inc. to provide Nintex Application Development Services, Specification No. CS-2021-1243BD, for a total amount not to exceed $300,000. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None Page 10 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE: 21.DRAFT 2022 LEGISLATIVE AND REGULATORY PLAN 2021-1981 Originator: Jim Herberg MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange County Sanitation District 2022 Legislative and Regulatory Plan. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None STEERING COMMITTEE: 22.DIRECT ACCESS ENERGY PURCHASE PROGRAM 2021-2045 Originator: Rob Thompson MOVED, SECONDED, AND DULY CARRIED TO: A. Approve Orange County Sanitation District’s participation in the Southern California Edison Direct Access Program; B. Authorize the General Manager to select an energy service provider and execute a Direct Access Purchase Contract with a registered vendor for the period of January 11, 2022 to June 30, 2022, in a form approved by General Counsel; and C. Direct staff to initiate the procurement of a long-term direct access purchase agreement for continuation of service, for Board approval by June 30, 2022. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None Page 11 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None 23.BAY BRIDGE PUMP STATION FORCE MAIN ISOLATION VALVE REPLACEMENT, PROJECT NO. FRC-0013 2021-2046 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Ratify approval of a contingency increase of $52,118 (18%) to the Emergency Repair Service Contract with Charles King Company for Bay Bridge Pump Station Force Main Isolation Valve Replacement, Project No. FRC-0013, for a total contingency of $196,911 (68%). AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Stephen Faessel, Ryan Gallagher, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers, Chad Zimmerman, Nitesh Patel (Alternate) and Glenn Grandis (Alternate) NOES:None ABSENT:Doug Chaffee and Johnathan Ryan Hernandez ABSTENTIONS:None Chair Withers recessed the OC San Board of Directors Meeting at 7:02 p.m. ******************************************************************************************** Page 12 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 Director Faessel departed the meeting at approximately 7:02 p.m. ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION CALL TO ORDER Chair Withers called the Board of Directors, Orange County Sanitation District Financing Corporation meeting to order at 7:03 p.m. ROLL CALL AND DECLARATION OF QUORUM Kelly Lore, Secretary of the Financing Corporation, declared a quorum present as follows: PRESENT:Brad Avery, Art Brown, Kim Carr, Rose Espinoza, Ryan Gallagher, Marshall Goodman, Patrick Harper, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman ABSENT:Doug Chaffee, Stephen Faessel and Johnathan Ryan Hernandez Ms. Lore announced that the members of the Orange County Sanitation District Board of Directors are each being compensated $212.50 for the Board of Directors Meeting; there is no additional compensation for the Financing Corporation Meeting. APPROVAL OF MINUTES FC-1 APPROVAL OF MINUTES - ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION 2021-2020 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Orange County Sanitation District Financing Corporation held May 26, 2021. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Ryan Gallagher, Marshall Goodman, Patrick Harper, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Doug Chaffee, Stephen Faessel and Johnathan Ryan Hernandez ABSTENTIONS:None NON-CONSENT: Page 13 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 FC-2 WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2022A 2021-1839 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. FC-29 entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Financing Corporation authorizing the execution and delivery by the Corporation of an Installment Purchase Agreement and a Trust Agreement in connection with the Orange County Sanitation District Wastewater Refunding Revenue Obligations, Series 2022A, authorizing the execution and delivery of such Revenue Obligations evidencing principal in an aggregate amount of not to exceed $107,315,000 and authorizing the execution of necessary documents and related actions.” AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Ryan Gallagher, Marshall Goodman, Patrick Harper, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Doug Chaffee, Stephen Faessel and Johnathan Ryan Hernandez ABSTENTIONS:None Chair Withers adjourned the meeting of the Board of Directors, Orange County Sanitation District Financing Corporation at 7:09 p.m. ************************************************************************************************ Page 14 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 Chair Withers reconvened the Orange County Sanitation District Board of Directors meeting at 7:09 p.m. NON-CONSENT: 24.CONTINUATION OF TELECONFERENCED PUBLIC MEETINGS 2021-2035 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OC SAN 21-24 entitled, “A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the continuation of Remote Meetings pursuant to Government Code Section 54953”. AYES:Brad Avery, Art Brown, Kim Carr, Mark Chirco, Rose Espinoza, Ryan Gallagher, Marshall Goodman, Patrick Harper, Brooke Jones, Steve Jones, Anthony Kuo, Sandra Massa-Lavitt, Paulo Morales, Andrew Nguyen, Kim Nichols, Robert Ooten, Glenn Parker, David Shawver, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Doug Chaffee, Stephen Faessel and Johnathan Ryan Hernandez ABSTENTIONS:None INFORMATION ITEMS: None. AB 1234 DISCLOSURE REPORTS: None. Directors Avery and Kuo departed the meeting at approximately 7:11 p.m. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1). The Board convened in closed session at 7:12 p.m. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. CS-1 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) 2021-2044 CONVENED IN CLOSED SESSION: Page 15 of 16 BOARD OF DIRECTORS Minutes December 15, 2021 Number of Cases: 1 Arlin Blazevic v. Orange County Sanitation District; Natasha Dubrovski; Lorenzo Tyner; and Does 1-100, inclusive, Superior Court of California, County of Orange, Case No. 30-2020-01149812-CU-WT-CJC. RECONVENE IN OPEN SESSION. The Board reconvened in opened session at 7:31 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: In regard to a question posed by Director Silva during the State Legislative update, Director Brown responded that the maker of the initiative in opposition of SB 9 & SB 10 is Our Neighborhood Voices. ADJOURNMENT: Mr. Hogin provided comments regarding the passing of his long-time colleague Joe Forbath. At 7:34 p.m., Chair Withers adjourned the meeting until the next Regular Meeting of the Board of Directors to be held on Wednesday, January 26, 2022 at 6:00 p.m. in memory of Joe Forbath. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 16 of 16