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HomeMy WebLinkAbout07-25-2018 Steering Committee Agenda Packet.pdf Orange County Sanitation District Wednesday, July 25, 2018 Regular Meeting of the `� """�' N 5:00 P.M. STEERING COMMITTEE Administration Building t Conference Rooms A & B • 10844 Ellis Avenue Fountain Valley, CA 92708 F`rN� ,"E ENv\P (714) 593-7433 AGENDA CALL TO ORDER DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form (located at the table at the back of the room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. REPORTS: The Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: The Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the Regular Meeting of the Steering Committee held June 27, 2018. 2. LEASE AGREEMENT WITH CARL KARCHER ENTERPRISES (CKE) PROVIDING DISTRICT PARCEL FOR CKE PARKING AND/OR RELATED ACTIVITIES (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Approve a one year and five-month lease agreement, beginning August 2018, with Carl Karcher Enterprises, Inc (CKE), a California Corporation, to allow paving, striping, parking, and related improvements by CKE within the Orange County Sanitation District's 4-foot wide utility corridor located at 21532 South Brookhurst Street, Huntington Beach. 07/25/2018 Steering Committee Agenda Page 1 of 3 NON-CONSENT: 3. LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE (Bob Ghirelli) RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX entitled, "A Resolution of the Board of Directors of Orange County Sanitation District establishing Rules of Procedure for the Conduct of Business of the District; and repealing Resolution No. OCSD 17-18", which will amend the rules of procedure to provide for the appointment of a Chairperson and Vice Chairperson of the Legislative and Public Affairs Committee by the Chairperson of the Board of Directors. INFORMATION ITEMS: None. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potential litigation, or personnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. (1) PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government Code Section 54957(b)(1)) Title: General Manager RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: To the Steering Committee meeting scheduled for Wednesday, August 22, 2018 at 5:00 p.m. 07/25/2018 Steering Committee Agenda Page 2 of 3 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-9433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley,California,and on the Sanitation District's website at www.ocsd.com not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klore(a)ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberg(o-)ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(a)ocsd.com Assistant General Manager Rob Thompson (714)593-7310 rthompson(cDocsd.com Director of Environmental Services Jim Colston (714)593-7450 Icolston(cDocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 ItynerC@ocsd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandlerC@ocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres@ocsd.com 07/25/2018 Steering Committee Agenda Page 3 of 3 ITEM NO. 1 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, June 27, 2018 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Boar Chairman Greg Sebourn on Wednesday, June 27, 2018 at 5:00 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager Ellery Deaton, Member-At-Large Rob Thompson, Assistant General Tim Shaw, Member-At-Large Manager Donald Wagner, Member-At-Large Ed Torres, Director of Operations & Chad Wanke, Administration Committee Maintenance Chair Lorenzo Tyner, Director of Finance & John Withers, Operations Committee Administrative Services Chair Kelly Lore, Clerk of the Board Mike Dorman COMMITTEE MEMBERS ABSENT: Alfredo Garcia Tom Grant Laurie Klinger Tina Knapp Rebecca Long Mark Manzo Laura Maravilla Kathy Millea Jeff Mohr Andrew Nau Ddaze Phuong OTHERS PRESENT: Brad Hogin, General Counsel Gary Weisberg, Assistant General Counsel Jose Zepeda, I RW D PUBLIC COMMENTS: No public comments were provided. 06/27/2018 Steering Committee Minutes Page 1 of 4 REPORTS: Chair Sebourn did not provide a report. General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held on May 23, 2018. AYES: Deaton; Sebourn, Shaw; Shawver; and Withers NOES: None ABSTENTIONS: None ABSENT: Wanke and Wagner NON-CONSENT: 2. IRVINE RANCH WATER DISTRICT OUT OF AREA SERVICE FOR LOS ALISOS ADDITION (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District supporting Irvine Ranch Water District's Local Agency Formation Commission application to expand Orange County Sanitation District's service boundary to include Portola Hills and Baker Ranch per the May 8, 2017 Agreement with Irvine Ranch Water District." AYES: Deaton; Sebourn, Shaw; Shawver; and Withers NOES: None ABSTENTIONS: None ABSENT: Wanke and Wagner Director Wagner arrived at 5:05 p.m. Director Wanke arrived at 5:06 p.m. 3. GENERAL MANAGER'S FY 2017-2018 WORK PLAN YEAR-END UPDATE (Jim Herberg) General Manager Herberg provided a PowerPoint presentation and a brief update on the FY 2017-2018 Work plan. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and File the General Manager's FY 2017-2018 Work Plan Year-End Update. 06/27/2018 Steering Committee Minutes Page 2 of 4 AYES: Deaton; Sebourn, Shaw; Shawver; Wanke; Wagner and Withers NOES: None ABSTENTIONS: None ABSENT: None 4. TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR EFFLUENT REUSE PROJECT UNDER THE WATER INFRASTRUCTURE IMPROVEMENTS FOR THE NATION (WIIN) ACT (Bob Ghirelli) Assistant General Manager Bob Ghirelli introduced the item, provided a brief informational presentation, and responded to questions from the Committee. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving and authorizing the grant application for the Title XVI Water Recycling Projects under the Water Infrastructure Improvements for the Nation (WIIN) Act including Orange County Sanitation District's Effluent Reuse Project; and the Execution of Grant Documents with the United States Department of the Interior, Bureau of Reclamation." AYES: Deaton; Sebourn, Shaw; Shawver; Wanke; Wagner and Withers NOES: None ABSTENTIONS: None ABSENT: None INFORMATION ITEMS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.8 & 54957(b)(1): The Committee convened in closed session at 5:14 p.m. to discuss two items. Closed Session Item No. CS-2 was not heard. 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 Committee reconvened in regular session at 5:56 p.m. 06/27/2018 Steering Committee Minutes Page 3 of 4 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. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 5:57 p.m. to the next Steering Committee meeting to be held on Wednesday, July 25, 2018 at 5:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board 06/27/2018 Steering Committee Minutes Page 4 of 4 STEERING COMMITTEE Meeting Date To Bd. of Dir. 07/25/18 07/25/18 AGENDA REPORT Item Number Item Number 2 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: LEASE AGREEMENT WITH CARL KARCHER ENTERPRISES (CKE) PROVIDING DISTRICT PARCEL FOR CKE PARKING AND/OR RELATED ACTIVITIES GENERAL MANAGER'S RECOMMENDATION Approve a one year and five-month lease agreement, beginning August 2018, with Carl Karcher Enterprises, Inc (CKE), a California Corporation, to allow paving, striping, parking, and related improvements by CKE within the Orange County Sanitation District's 4-foot wide utility corridor located at 21532 South Brookhurst Street, Huntington Beach. BACKGROUND • The proposed agreement is an extension of an original five-year lease agreement entered into on August 11, 1993. • The original lease was extended for 5-year periods expiring August 2003, August, 2008, August 2013, and August 2018. • The agreement provides for CKE to utilize Orange County Sanitation District (Sanitation District) land, classified as an Interplant Pipeline and Utility Corridor, for the use of parking, outdoor seating, or related activities, for the sum of $1 over the lease period. • Improvements such as paving, striping, etc. are to be maintained in good working condition by CKE for the term of the lease agreement. The Sanitation District shall not be liable for events surrounding use of Sanitation District land during the term of this agreement. • This lease may be terminated by either party with 60 days written notice of said intent. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities Page 1 of 2 PROBLEM Current lease expires August 2018. PROPOSED SOLUTION Approve new lease through December 2019. TIMING CONCERNS Current lease expires August 2018. RAMIFICATIONS OF NOT TAKING ACTION CKE would not have agreement to use the Sanitation District land. PRIOR COMMITTEE/BOARD ACTIONS August 1993 - Board approved prior lease agreement. August 2003 - Board approved 5-year lease extension. April 2008 - Board approved 5-year lease extension, which included an additional 5-year extension option. ADDITIONAL INFORMATION CKE would like agreement through December 2019 so that this lease is in line with their other land leases. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Lease Agreement Page 2 of 2 LEASE AGREEMENT THIS LEASE AGREEMENT ("Agreement"), is made and entered into, to be effective this_day of , 2018, by and between: ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "DISTRICT"; AND CARL'S JR. RESTAURANTS LLC, a Delaware limited liability company, hereinafter referred to as CKR, and the successor-in-interest to CARL KARCHER ENTERPRISES, INC., a California Corporation, hereinafter referred to as "CKE". RECITALS A. DISTRICT owns a parcel of land,approximately fifty(50)feet wide,which abuts the easterly property line of those certain premises located at 21532 South Brookhurst Street, Huntington Beach, California ("Brookhurst Premises"), of which CKE is the Lessee, and the westerly right-of-way line of the Santa Ana River Channel. B. DISTRICT owns certain utility improvements, including an Outfall Sewer, which is presently located in the subsurface of DISTRICT's land. DISTRICT undertook construction of additional improvements on its land, including a permanent retaining wall. There remains a strip of DISTRICT's land, approximately four(4) feet wide, between the retaining wall and the Brookhurst Premises (hereinafter referred to as "Parcel A"). Parcel A is more particularly described and shown on Exhibits "A" and"B," attached hereto and incorporated herein by this reference. C. The Parties now desire to provide for the lease of Parcel A by DISTRICT to CKR, as successor in interest to CKE and approved assignee of the preexisting lease 1326921.1 1 agreement between DISTRICT and CKE, to allow and maintain paving, striping,parking, and related improvements within Parcel A, as well as set forth the duties and obligations of the Parties hereto with respect to repairs and maintenance of said Parcel NOW, THEREFORE, in consideration of the terms and conditions contained herein, the Parties hereto agree as follows: Section 1: The Recitals set forth above are incorporated herein as part of this Agreement. Section 2: For the consideration of $1.00, the receipt of which is hereby acknowledged, DISTRICT hereby leases Parcel A to CKR for a term of one year and five (5) months, beginning August 1, 2018 and terminating December 31, 2019. Section 3: Notwithstanding the term of this Lease (set forth in Section 2 above), this Lease may be terminated by either Party at its option and for any reason by written notice of either Party delivered sixty (60) days prior to the date of termination selected. Section 4: CKR shall make use of Parcel A only for vehicular traffic,parking, outdoor seating, and any related activities, for the use of CKR and its employees, invitees, and customers, and for no other purpose. CKR agrees, during the term of its leasehold interest, to pave, maintain, and keep in good condition and repair the paving and improvements to be installed by CKR within Parcel A. Such maintenance shall include, but not be limited to, repairs, resurfacing, restriping, cleaning, and sweeping. Section 5: In consideration of this Lease, CKR hereby grants to DISTRICT a license to enter Parcel A at any time during the period of this Lease. Further, upon prior written notice to CKR,DISTRICT may remove the retaining wall or any paving or parking 1326921.1 2 area improvements for the purpose of accessing, maintaining, altering, or relocating DISTRICT's Outfall Sewer,which is located on DISTRICT's land and beneath the surface of Parcel A. Section 6: If DISTRICT exercises its license to enter and remove any improvements to the lease area, it agrees to act expeditiously to undertake and conclude all work affecting Parcel A. CKR shall have the option to terminate this Lease(in accordance with Section 3 above) in the event of DISTRICT's removal of improvements, but shall replace the improvements at its own expense if CKR chooses to continue the Lease. Section 7: CKR shall indemnify, assume the defense of, and hold free and harmless, DISTRICT, its agents, employees, successors, and assigns, from any and all obligations, liabilities, liens, claims, demands, losses, damages, costs, or causes of action (hereinafter "liability") arising out of or in any way connected to CKR's use of Parcel A, or any act or omission to act by CKR, including its agents, servants, employees, invitees, or guests, including but not limited to any liability arising from bodily injury (including death or personal property damage, damage to any of DISTRICT's property, and reasonable attorneys' fees) sustained at any time by any person or persons arising out of or in consequence of CKR's use of Parcel A,whether or not such bodily injury or property damage is claimed to be due to the negligence, gross negligence, or willful misconduct of CKR, its agents, servants, employees, invitees, or guests, excepting only liability arising from the sole negligence or willful misconduct of DISTRICT. Section 8: No assignment or sublease of CKR's interest hereunder may be made without the written consent of DISTRICT, which may be withheld in its sole discretion. 1326921.1 3 Section 9: CKR agrees that it will, at its expense,maintain a policy or policies of insurance, written by one or more qualified and rated insurance carriers, and insuring DISTRICT and its employees against liability for injury, death of persons, or loss or damage to property in or about the lease area. This insurance requirement may be met by the naming of DISTRICT, its employees, officers and directors, as additional insureds to CKR's general liability insurance policy. The general liability coverage shall not be less than $2,000,000 per occurrence for bodily injury, including death, and $500,000 for property damage. Section 10: Any controversy or claim between the Parties to this Agreement, including but not limited to, any claims, disputes, demands, differences, controversies, or misunderstandings arising under,out of, or in relation to this Lease, or any alleged breach thereof, shall be submitted to and determined by arbitration. The Rules of the American Arbitration Association shall apply. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs, as fixed by the Arbitrator. 1326921.1 4 Section 11: This instrument contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this instrument shall be of no force and effect, excepting a subsequent modification in writing, signed by the Party to be charged. IN WITNESS WHEREOF, DISTRICT and CKR have executed this Lease Agreement on the day and year first above written. "DISTRICT" ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn,PLS Chair, Board of Directors ATTEST Kelly Lore, Clerk of the Board APPROVED AS TO FORM Bradley R. Hogin, General Counsel "CIM,� CARL'S JR. RESTAURANTS LLC A Delawa e Limited Liability Company By V )�Kathy Steininger Vice President,Real Est to Management 1326921.1 5 ORANGE COUNTY SANITATION DISTRICT PAGE 1 OF 2 EXHIBIT "A" PARCEL A A strip of land four (4) feet wide in the City of Huntington Beach, County of Orange, State of California, lying within a 30. 00 foot wide right of way as described in deed to the Orange County Sanitation District recorded in Book 2310 Page 404 and Book 3575 Page 317 of Official Records of said County and shown on a map on file in Book 43 Page 39 of Parcel Maps in the office of the County Recorder of said County, described as follows: Beginning at the Southeast corner of Parcel 1 of said Parcel Map thence N13 '2310311E 290.54 feet along the Easterly line of said Parcel 1 and the Westerly line of said 30. 00 foot wide right of way to the Northeast corner of said Parcel 1 and the beginning of non- tangent curve, concave Northerly having a radius of 1192 . 00 feet, a radial line through said corner and point of beginning bears N05. 01118"W; thence Northeasterly 4 . 21 feet along said curve and the Northeasterly prolongation of the Northerly line of said Parcel 1 through a central angle of 00 . 12109" to a line parallel with and 4. 00 feet Southeasterly of said Easterly line of Parcel 1; thence S13 "2310311E 290.71 feet along said parallel line to the Easterly prolongation of the South line of said Parcel 1; thence S87 °2210011W 4 . 16 feet along said Easterly prolongation to the point of beginning. Shown on Exhibit "B" attached hereto and made a part hereof. Containing 1163 square feet (0. 027 acres) more or less. C:\UP\LEGALS\2530 2.LEG CITY OF HUNTINGTON BEACH to COUNTY OF ORANGE 10 ilk STATE OF CALIFORNIA I�.yl Q co lD I T� l�TT N N HAMILTON AVE - N89'36'22"E 341.02' jo �� 2 cn 114'LY LINE OF S 1/2 OF SEC 17, T6S, R10W C J U I S05'41'16"E A l 4� Li! I N87'22'00"E RAD I v 54.7a' �Z �"J m d = 03'03,16" �w+ o R = 1208.00 N �.► L = 64.40' C� Lo 1 - /\ ►f 1 ►- 1 1 1 1� O I I-l 1 \ ♦i L- l_ 1 O ►I I\/1 / ►\ / / ; 1 O I 1 1 t_ \I / a_ I I _ N 00i ) C� O (� cr)� C; N lt! co v I� 2 ^T7 o `-•J / A L N N r� 3 S ^� S' �5, N87'22'00"E 150.00' =Lv y 2 V/ q M _ 1 _1 ;o a O N �v F.O.B. / Z ��- 188.44' ,z z 4.16' � N87'22'00"E 192.60' Ci • O 12 T t f O 168.06, N89'33'11"E 183.51' v r CURVE DATA CA ) 0 = 02`16'35" R = 1208.00' L = 47.99' L - 02'56'33" u R = 1192.00' L = 61.22' ORANGE COUNTY A = 00.12'09" SANITATION DISTRICT C R = 1192.00' = Y 21' 1 "=50' EXHIBIT 'D' STEERING COMMITTEE Meeting Date To Bd. of Dir. 07/25/18 07/25/18 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 18-XX entitled, "A Resolution of the Board of Direcotrs of Orange County Sanitation District establishing Rules of Procedure for the Conduct of Business of the District; and repealing Resolution No. OCSD 17-18", which will amend the rules of procedure to provide for the appointment of a Chairperson and Vice Chairperson of the Legislative and Public Affairs Committee by the Chairperson of the Board of Directors. BACKGROUND The Legislative and Public Affairs (LaPA) Committee is one of the Orange County Sanitation District's (Sanitation District) standing committees. The Committee meets monthly to hear updates from staff and lobbyists and makes recommendations on matters related to the legislative and public affairs activities of the Sanitation District. RELEVANT STANDARDS • Make it easy for people to understand OCSD's roles and value to the community • Build brand, trust, and support with policy makers and community leaders • Maintain influential legislative advocacy and a public outreach program PROBLEM Presently, the LaPA Committee is comprised of the Chairperson of the Board, the Vice Chairperson of the Board, and five at-large members selected by the Chairperson of the Board. The Board Chairperson and Board Vice Chairperson serve as the Committee Chairperson and Committee Vice Chairperson. The Committee desires to restructure its leadership to resemble that of the other standing committees by allowing the Chairperson of the Board to appoint a Committee Chairperson and Committee Vice Chairperson who will serve at the pleasure of the Board Chairperson. PROPOSED SOLUTION The proposed solution involves amending Resolution No. OCSD 17-18, the Board's Rules of Procedure, to provide for the appointment by the Board Chairperson of a LaPA Page 1 of 2 Committee Chair and Vice Chair. A red-lined version of the proposed changes can be found in the attached document. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Should the Board of Directors decide not to take action, the present LaPA Committee leadership structure will remain in place. PRIOR COMMITTEE/BOARD ACTIONS July 2018 - The LaPA Committee directed staff to prepare a recommendation to change the leadership structure of the Committee for consideration by the Board of Directors. April 2017 - The Board of Directors approved to continue with monthly LaPA Committees on the second Monday of each month, with January dark, at a new meeting time of 12 noon. January 2015 - The Board approved the Rules of Procedure Resolution No. OCSD 15-01, which established LaPA as a standing committee. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Draft Resolution No. OCSD 18-XX Page 2 of 2 RESOLUTION NO. OCSD 47 18XX-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICT, AND REPEALING RESOLUTION NO. OCSD 17 0817-18 WHEREAS it is necessary to establish rules of procedure to facilitate the orderly handling of business to come before the Orange County Sanitation District Board of Directors and Standing, Steering, Special and Ad Hoc Committees. NOW THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: Rules of Procedure. That the following rules of procedure be adopted for the conduct of business of the District: A. Regular Meetings. There shall be a regular monthly meeting of the Board of Directors of the District on the fourth Wednesday of every month at 6:00 p.m., in the Administrative Offices of the District, located at 10844 Ellis Avenue, Fountain Valley, California; provided, however, if the fourth Wednesday of the month falls upon a legal holiday, said monthly meeting shall be held on the next day thereafter, at the same time and place, unless the Board adjourns to a different date and time. The Board of Directors may adjourn any regular, special or adjourned special meeting to a time and place certain, as specified in the order of adjournment. B. Special Meetings. A special meeting of the Board of Directors may be called in either one of the following ways: (1) By the Chairperson of the Board of Directors; or (2) By the written request of a majority of the Steering Committee delivered to the Clerk of the Board. The call or notice for special meeting shall be in writing and delivered personally or by mail at least twenty-four (24) hours before the time of such meeting, as specified in the notice. Any notice deposited in the regular mail addressed to a Director at the address he or she has on file with the Clerk of the Board postage prepaid, sixty (60) hours in advance of any such meeting as specified in the notice, shall be presumed to have been delivered. The call or notice shall specify the time and place of the special meeting, a description of the business to be transacted and copies of all pertinent written materials. OCSD 17 1818-XX-1 Such written notice may be dispensed with as to any Director or Alternate Director who, at or prior to the time the meeting convenes, files with the Clerk of the Board a written waiver of notice. Such waiver may be given by facsimile or electronic mail. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. The Clerk of the Board shall diligently attempt to notify each Director personally of the time, place and purpose of said meeting, not less than twenty-four (24) hours before the time of said meeting. The call or notice shall be posted in the administrative offices' public lobby and in a location freely accessible to the public at least twenty-four (24) hours prior to the special meeting. C. Meetings Adjourned by Clerk of the Board. If at any regular, adjourned regular, special or adjourned special meeting there is not a quorum of Directors present, the Clerk of the Board may declare the meeting adjourned to a stated time and place and shall cause written notice of the adjournment to be given in the same manner as for a special meeting, unless such notice is waived as provided for in special meetings. Within twenty-four (24) hours after the time of the adjournment, a copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held and on a IoGatio iand, in a location, freely accessible to the public. D. Notices to News Media. When any local newspaper of general circulation, radio or television station requests, in writing, notices of meetings of the Board of Directors, the Clerk of the Board shall thereafter, until receipt of a notice terminating said request, deliver notices of regular, regular adjourned and special adjourned meetings to such newspapers, radio or television stations. Delivery shall be made in the same manner as delivery is made to the Directors. E. Conduct of Meetings. (1) Procedural Rules. The procedural rules for debate and action shall be as set forth in Table 1, attached hereto and adopted herein by reference. Robert's Rules of Order shall not be applicable or govern the procedures for the conduct of Sanitation District business. (2) Legal Officer. In any case of ambiguity or uncertainty in the interpretation or application of these Rules to any procedure, the presiding officer may direct such question for a ruling to the Board's General Counsel, who shall be the parliamentarian of the Board. (3) Obtaining the Floor and Making Motions. Any member of the Board wishing to speak, or any member of the public wishing to address the Board, must first be recognized by the Chairperson. The Chairperson must recognize any member of the Board who seeks the floor when appropriately entitled to address the Board. OCSD 17 1818-XX-2 Any member of the Board, including the Chairperson, may bring a matter of business properly before the Board by making a motion. Any member, including the Chairperson, except the member making the motion, may second the motion. Once a motion is seconded, it may be opened for discussion and debate, in accordance with the procedures in Subsection (4) below. (4) Rules for Discussion, Debate and Deliberation by the Board. The procedures for consideration and action on all matters to come before the Board shall be in compliance with the terms of this Section, as follows: (a) Each item on the Agenda will be introduced in a form of a report by either the General Manager, a member of the Executive Management Team, or Counsel. (b) Upon completion of the report, the Chairperson will allow for direct questions regarding the item, by Directors, each in turn, and in the order as selected by the Chairperson. (c) Upon completion of the question period, the Chairperson will entertain a motion and second for consideration by the Board. (d) Discussion among the Directors will follow. Each Director will be recognized to address the Board in the order selected by the Chairperson, with a five (5) minute time limit for each Member wishing to speak on the Agenda item, unless the time limit is waived by the Chairperson. There will be no interruptions of the Director who has been recognized. Attempted interruptions will be declared out-of-order, and the Board Member attempting to interrupt will be asked to remain silent until recognized. (e) As an additional courtesy to everyone, repetition of comments will be discouraged in the interest of time and, at the discretion of the Chairperson, can be declared out-of-order. (f) After each Member who wishes to speak has been recognized and completed his/her remarks, a single three (3) minute period of rebuttal will be allowed any Director, unless the time limit is waived by the Chairperson. (g) If it appears to the Chairperson that any Director is pursuing a line of questioning or commentary due to lack of preparation or prior review with the District's Staff, the Director's time will be declared to have been used up, and no further inquiry will be allowed. (h) Upon adoption of a motion on an Agenda item, there will be no further discussion of that item. OCSD 17 1818-XX-3 (5) Decorum in Debate. All Members shall address their remarks to the Chairperson and confine them to the business then pending and subject to discussion before the Board, avoiding personalities and reflections upon anyone's motives. (6) Closing or Limiting Debate. At all times, the Board shall endeavor to allow free and open debate among Members of the Board. However, in the discretion of the Chairperson, it may become necessary to close or limit debate, so that action can be taken by the Board. An order by the Chairperson closing or limiting the debate can only be set aside by a majority vote of the Board. F. Quorum. A majority of the Directors shall constitute a quorum of the Board. G. Chairperson and Vice Chairperson of the Board. A Chairperson and Vice Chairperson of the Board shall be elected by a majority vote of Directors at the regular meeting in June of each year, a-edyear and will assume office July 1st. The nominations for Chairperson and Vice Chairperson shall be made at the regular Board meeting in May of each year. Any person nominated for Chairperson shall be deemed to be nominated for Vice Chairperson in the event the person is not elected as Chairperson. Thereafter, the nominees shall prepare a statement setting forth their qualifications for the office sought. The statements should be forwarded to the Clerk of the Board who will in turnma+lturn mail to the members of the Board of Directors with the Agenda and other meeting material for the June regular meeting. If only one individual is nominated for Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Chairperson, no election shall be held in June, and the individual shall assume office July 1st. If only one individual is nominated for Vice Chairperson at the regular Board meeting in May, that individual shall be deemed elected as Vice Chairperson, no election shall be held in June, and the individual shall assume office July 1st The Chairperson and Vice Chairperson shall serve at the pleasure of a majority of the Directors. In the event the office of Chairperson becomes vacant due to resignation or retirement of the incumbent prior to the expiration of the regular term, the Vice Chairperson shall automatically succeed to the office of the Chairperson and shall continue to serve through the remainder of the regular term unless sooner removed by action of a majority of the Directors. In the event the office of Vice Chairperson becomes vacant prior to the expiration of the regular term, nominations and the election of a Director to serve in that capacity shall be conducted at the next regular Board meeting. The person so elected shall serve the balance of the regularly-scheduled term unless sooner removed as a result of action by a majority of the Directors. The Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Chairperson. The Vice Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Vice Chairperson. OCSD 47-1818-XX-4 H. Presiding Officer. The Chairperson of the Board shall preside during meetings of the Directors. In the absence of the Chairperson, the Vice Chairperson shall preside. I. Clerk of the Board and Minutes. The Board of Directors shall have a person designated to serve as Clerk of the Board. The Clerk of the Board will be appointed to the position by the General Manager and shall report to the General Manager or a Department Head as designated by the General Manager. The Clerk of the Board will be a regular full-time employee, subject to all the rules and policies applicable to all regular full-time employees. The Clerk of the Board shall attend all meetings of the Board of Directors, unless excused by the Chairperson, and shall prepare an accurate record of each meeting for submission to the Directors and subsequent approval at the following meeting; provided, however, that when an adjourned, special or special adjourned meeting of the Board of Directors immediately precedes a regular meeting, Minutes of said meeting shall be submitted for approval at the next meeting of the Board following said regular meeting. In the preparation of Official Minutes of a meeting of the Board of Directors, the Clerk of the Board will not record the name of the Director who moves or who seconds the adoption of a motion or ResolutieR b tResolution but will reflect the votes by name of each Director on each item brought before the Board. In the absence of the Clerk of the Board, a Deputy Clerk of the Board shall be appointed to exercise the duties of the Clerk of the Board. J. Regular Business to Come Before the Board of Directors. Insofar as practicable, all items of business to be taken up at a regular meeting of the Board shall be submitted to the Clerk of the Board, who shall include on the Agenda all such items submitted by Directors, the General Manager and General Counsel, and all formal communications. The Clerk of the Board shall mail to each Director a notice of such regular meetings, together with a proposed Agenda, not later than the Friday immediately preceding such regular meetings. Said Agenda, insofar as possible, shall include copies of Resolutions, except as hereafter provided, and a description of all matters to be considered, together with any pertinent written materials. Agendas shall be posted in a location freely accessible to the public not less than seventy-two (72) hours in advance of the meeting. Resolutions designated as "standard" and adopted by the Board of Directors from time to time, and approved as to form and content, need not be included with said Agenda; provided, however, that the information completing said standard Resolutions shall be set forth on the Agenda listing, and copies of said standard Resolutions shall be on file with the Clerk of the Board at the meeting time and place. OCSD 17 1818-XX-5 Items of business not known at the time the regular Agenda is mailed as herein provided, may be considered as supplemental Agenda items; provided that all requirements of the Ralph M. Brown Act (California Government Code Sections 54950 et seq.) are satisfied. No business, except with consent of two-thirds of the Directors present (a majority of Directors present for emergency actions), and only if permitted by the Ralph M. Brown Act, not appearing on the regular or supplemental Agendas may be brought before the Board of Directors. The meeting Agenda shall provide for an opportunity for members of the public to address the Board on items on the Agenda and non-Agenda items of public interest. As determined by the Chairperson, speakers may be deferred until the specific Agenda item is taken for discussion, and remarks may be limited to three (3) minutes. Speakers on non-Agenda items may address only items that are within the subject matter jurisdiction of the Board of Directors. Time allotted for such presentations is limited to three (3) minutes or less. Total time allotted for all public input on each non-Agenda item is limited to thirty (30) minutes to one (1) hour, taking into consideration the number of persons filing a request to address the Board. However, time allotments may be waived by a majority vote of the Board. K. Handling of Business and Voting. During the course of a Board meeting, routine matters listed on the Agenda for consideration will be referred to by Agenda Item Number only. Voting on all Resolutions shall be by roll call, except if waived by unanimous voice vote, in which event, the Chairperson may order a unanimous ballot cast in favor of the motion or Resolution under discussion. The name of each Director shall be called only once. On matters of considerable interest or on which there appears to be a controversy, the motion or Resolution shall be read by title or repeated by the Chairperson. The Chairperson shall thereafter call for discussion of the motion or Resolution, at which time any member may discuss the pending matter. Any person other than a Director present at the meeting may speak on the motion if recognized by the Chairperson. Sole discretion as to the extent of discussion outside of the membership of the Board shall rest with the Chairperson. At the close of discussion, the Chairperson may, at the Chairperson's discretion, repeat the motion or Resolution pending, and thereafter, call for a vote. The Clerk of the Board shall determine and state whether or not a motion or Resolution is adopted by roll call vote. On all other matters, the Chairperson shall determine the outcome of the voting. L. Committees. (1) Standing Committees. OCSD 17 1818-XX-6 (a) Steering Committee: There shall be a permanent Committee designated as the Steering Committee, comprised of the Chairperson of the Board, the Vice Chairperson of the Board, the Chairperson of each of the Standing Committees and three at-large members selected by the Chairperson of the Board. The Vice Chairperson of each of the two Standing Committees shall serve as the designated Alternate, in the absence or inability to serve by any Chairperson. In the absence or inability of any designated member of the Steering Committee to serve, his/her city/agency appointed Alternate Director may not serve in that member's absence. The Committee shall conduct an annual performance evaluation of the General Manager and submit recommendations on his/her compensation to the Board of Directors. The Committee shall also review the General Manager's evaluation and compensation of the executive management employees, based on established criteria, and executive management's goals and objectives for the following year. The Committee shall also conduct an annual performance evaluation of General Counsel and submit recommendations to the Board of Directors as provided by Resolution No. OCSD 12-03. The Committee shall make recommendations to the Board of Directors on labor negotiations and other related activities as may be needed or appropriate. The Committee shall also be authorized to assign new subjects of significant importance to the appropriate Standing Committee for study, evaluation and recommendation. The Steering Committee shall meet on the fourth Wednesday of each month at 5:00 p.m. preceding the Board's meeting, or at the call of the Chairperson of the Board of Directors. (b) Administration Committee: There shall be a permanent Administration Committee (Finance & Administrative Services and Human Resources) to advise the Staff and make recommendations on matters related to the financial, budgeting, administrative and personnel policies and programs of the District. The Committee shall review with the Staff the procedures for development, preparation and format of the annual budget and recommend appropriate change, and counsel the Staff during the budget process to assure the proper interpretation and implementation of the Board's policies and that the desired procedures have been followed. The responsibility for consideration and adoption of the District budget rests with the Board of Directors. OCSD 17 1818-XX-7 The Committee shall periodically interview and recommend the selection of outside auditors. The Committee shall review the result of the annual audit of the District's accounts with representatives of the outside audit firm, including any comments received recommending improvements. The Committee shall review management's response to these comments and make appropriate recommendations for implementation. Periodically, the Committee shall recommend employment of an outside firm to audit internal control procedures to safeguard the assets of the District. The Committee shall interview and make recommendations on the employment of investment-banking firms, bond counsel and, if necessary or desired, financial advisors, to be used in connection with the District's financing programs. The Committee shall periodically coordinate recommendations on personnel audits of the District's operations or segments of the operations on an as-needed basis. The Committee shall make recommendations on personnel policies and procedures, insurers and coverage, procurement procedures and such other related activities as may be needed or appropriate. The Chairperson of the Board of Directors shall appoint a Committee Chairperson and a Committee Vice Chairperson for the Administration Committee. The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The Administration Committee shall consist of thirteen members, as follows: (1) The Chairperson of the Board of Directors; (2) The Vice Chairperson of the Board of Directors; (3) The Committee Chair of the Administration Committee; (4) The Committee Vice Chair of the Administration Committee; and (5) Nine additional Board members appointed by the Chairperson of the Board of Directors. Other than the Board Chairperson and the Board Vice Chairperson, no Director who serves on the Operations Committee shall be eligible to serve on the Administration Committee. In the absence of the Board Chairperson, his or her alternate Director may attend meetings of the Administration Committee. The Administration Committee shall meet on the second Wednesday of each month at 5:00 p.m., or at the call of its Chairperson. OCSD 17 1818-XX-8 (c) Operations Committee: There shall be a permanent Committee designated the Operations Committee (Engineering, Operations & Maintenance and Environmental Services). With the goal of compliance with all public health and environmental laws and regulations, the Operations Committee shall review and submit appropriate recommendations on the matters pertaining to the operation of the District Treatment Works, including such matters as current and projected service/flow needs, level and quality of treatment, conservation, recycling and reuse activities and air quality issues. The Committee shall also review issues pertaining to the District's NPDES Ocean Outfall Discharge Permit, including annual review of the contractor(s) performing the ocean monitoring and research programs required as a condition of said permit, and related issues regarding protection of the marine waters off metropolitan Orange County's coastline from impacts resulting from the District's operations and discharge of treated wastewater. The Committee shall also review matters pertaining to contractual arrangements by the District to provide sewerage services to areas outside the District's boundaries or approved spheres of influence. The Committee shall review plans for the future needs of the District, explore alternatives and make recommendations to the Board of Directors. The Operations Committee shall also review and submit appropriate recommendations on matters pertaining to capital projects which address operational needs, including the selection of professional consulting services to assist in studying, planning and designing needed District Treatment Works and support facilities, including computerized systems, in accordance with the Board's established policies and procedures for procuring such services; the Committee shall further review construction projects for said facilities in accordance with applicable public works laws and Board policies. Said oversight shall include the contracts for professional services and public works construction projects and addenda or change orders thereto. In carrying out its responsibilities, the Committee shall receive advance notice and regular status reports on the projects from Staff, and monitor, visit and observe the District Treatment Works' operational functions and major capital construction projects. The Chairperson of the Board of Directors shall appoint a Committee Chairperson and a Committee Vice Chairperson of the Operations Committee. The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The Operations Committee shall consist of fourteen members, as follows: (1) The Chairperson of the Board of Directors; (2) The Vice Chairperson of the Board of Directors; OCSD 17 1818-XX-9 (3) The Committee Chair of the Operations Committee; (4) The Committee Vice Chair of the Operations Committee; and (5) Ten (10) additional Board members appointed by the Chairperson of the Board of Directors. Other than the Board Chairperson and the Board Vice Chairperson, no Director who serves on the Administration Committee shall be eligible to serve on the Operations Committee. In the absence of the Board Vice-Chairperson, his or her Alternate Director may attend meetings of the Operations Committee. The Operations Committee shall meet on the first Wednesday of each month at 5:00 p.m., or at the call of its Chairperson. (d) Legislative and Public Affairs Committee: There shall be a permanent Committee designated as the Legislative and Public Affairs (LaPA) Comm ittee.com of the Chairperson of the Rid TiGe Chairperson of the Board, and a at large 0 members seleoterd by the Chairperson of the Board The Committee shall review issues pertaining to the impact on OCSD of legislative and regulatory proposals and submit appropriate recommendations on the matters. The Committee shall also be responsible for overseeing the contractual arrangements with the Sanitation District's legislative advocates to provide advocacy services in Sacramento and Washington, D.C. In carrying out its responsibilities, the Committee shall receive regular status reports from the advocates and staff and monitor and recommend positions on legislative and regulatory proposals. The Committee shall also review issues pertaining to the District's public outreach, branding, and communications activities, evaluate alternatives and make recommendations to the Board of Directors. The Chairperson of the Board of Directors shall appoint a Committee Chairperson and a Committee Vice Chairperson to the LaPA committee. The Committee Chairperson and Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The LaPA Committee shall consist of seven members, as follows: (1) The Chairperson of the Board of Directors (2) The Vice Chairperson of the Board of Directors (3) The Committee Chairperson of the LaPA Committee OCSD 17 1818-XX-10 (4) The Committee Vice Chairperson of the LaPA committee (5) Three (3) additional Board Members appointed by the Chairperson of the Board of Directors The LaPA Committee shall meet on the second Monday of each month at 12:00 p.m. or at the call of its Chairperson." The Gemmottee shall advise Staff and make reGemmeRdatiORS OR matters rel to the legislative and public affairs programs of the floc The Legislative and P blip Affairs Committee shall on the ceGend Monday of each month at 12•00 p.m. or at the call of the Board Ghairnercon (2) Special and Ad Hoc Committees. In addition to the Standing Committees, the Chairperson of the Board of Directors, the Chairperson of a Standing Committee or a majority of the Directors, may appoint from time to time, Special or Ad Hoc Committees to study and report on specific matters. Such Committees shall be temporary in nature, and their assignments shall pertain to a current, specific issue. Upon completion of the assigned task, the Ad Hoc or Special Committee will be dissolved. The Chairperson and Vice Chairperson of Special and Ad Hoc Committees shall be appointed by the Chairperson of the appointing authority. Each Special and Ad Hoc Committee shall meet at the call of its Chairperson. M. Alternate Directors: If a regular Director cannot attend a meeting of the Operations Committee, the Administration Committee or the full Board of Directors, the Director's alternate may attend in place of his or her regular Director. An alternate Director may not, however, attend a meeting of any other Committee in the absence of his or her regular Director. If the regular Director and the Alternate Director are both unable to attend the meeting, the regular Director may request that the meeting be teleconferenced. The request may be approved, at the Board Chairperson's discretion, provided that all requirements of the Ralph M. Brown Act (California Government Code Sections 54950 et seg.) are able to be satisfied. N. Motion to Refer to a Standing Committee. Any Director at a Board meeting may move to have a policy or any other activity affecting the Sanitation District, or any one of the member Agencies, referred to a Standing Committee for study and report. This motion shall be a privileged motion, and when duly seconded, discussion thereof shall be limited to Directors only. Said motion shall receive an affirmative vote of a majority of the Directors for adoption. Section 2: Procedure for Consideration of Demands for Corrective Action. OCSD 17 1818-XX-11 A. Requirement of Written Demand. Prior to any person commencing a judicial action for injunction or mandamus to declare any action taken by the Board void because of failure to observe Brown Act requirements, such person must first serve upon the Clerk of the Board a written demand describing the alleged violation and demanding corrective action. Such demand must be served upon the Clerk of the Board within thirty (30) days of the complained of action. Failure to serve any such demand within this thirty (30) day period shall result in the loss of any right to challenge any action to have been taken in violation of Sections 54953, 54954.2 or 54956 of the California Government Code. B. Consideration of Corrective Action. Upon receipt of such a demand, consideration of the demand shall immediately be placed on the Agenda for the next meeting of the Board of Directors. If the demand is received less than seventy-two (72) hours prior to the time set for the next meeting, the Board may determine that the notice constitutes the initiation of litigation, and that the need to take action on the threatened litigation arose subsequent to the posting of the Agenda, an- Agenda and may consider it at that meeting pursuant to Section 1(J) above. A description of any item so placed on the Agenda shall include both consideration of the demand, and the possibility of corrective action, by the Board. In considering such demands, the Board shall first determine, by motion, whether corrective action should be taken. If no motion to take corrective action is carried, the Clerk of the Board shall inform the demanding party in writing of the Board's decision not to cure or correct the challenged action. C. Implementing Corrective Action. If a motion to take corrective action passes, the Chairperson may entertain a motion implementing corrective action. Any motion implementing corrective action shall address the concerns raised in the consideration of corrective action. The motion implementing corrective action may include a motion to rescind prior action taken, as appropriate. Passage of a motion to rescind invalidates prior action only as of the time of the passage of the motion, and not from the date of the initial action. A motion implementing corrective action resulting from a written demand is out-of-order if the action complained of(a) was in connection with the sale or issuance of notes, bonds or other evidences of indebtedness, or any contract, agreement or incident thereto; or (b) gave rise to a contractual obligation upon which a party has, in good faith, detrimentally relied. In any event, the Board shall notify the party making the demand in writing of its decision to take corrective aGt+sn, aadaction and shall describe any corrective action taken. This notice shall be given to the demanding party as soon as possible after the meeting, but in no event more than thirty (30) days after receipt of the demand. Section 3: Resolution No. OCSD 17-0817-18 is hereby repealed. Section 4: This Resolution shall become effective immediately. OCSD 17- 818-XX-12 PASSED AND ADOPTED at a regular meeting of the Board of Directors held DeGember 2-0,2-017july 25, 2018. Gregory C. Sebourn, PLS Board Chairman ATTEST: Kelly A. Lore, MMC Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel OCSD 17-1818-XX-13 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 171818-XX was passed and adopted at a regular meeting of said Board on the 2-0t'-25t—"_day of DeGe ber 2047july 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 20th 25th day of OeGernberr2017july 2018. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OCSD 17- 818-XX-14 TABLE 1 BOARD PROCEDURES AND ORGANIZATION SUMMARY OF MOTIONS A. PRIVILEGED MOTIONS Kind of Second Vote Motion Required Debatable Amendable Required Purpose Adjourn Yes No No Majority To end the meeting To Take a Yes No No Majority To interrupt a Recess meeting for a short time or to provide an intermission Raise a No No No None To obtain action Question of immediately in an Privilege emergency B. MAIN MOTION AND RELATED SUBSIDIARY MOTIONS Kind of Second Vote Motion Required Debatable Amendable Required Purpose Main Yes Yes Yes Majority To introduce new Motion business Amend Yes Yes Yes Majority To modify or alter a Main motion Motion Substitute Yes Yes Yes Majority To replace the main Motion motion entirely OCSD 17- 818-XX-15 Previous Yes No No Majority To close debate on Question the main or amended motion immediately Continue to Yes Yes Yes Majority To defer action a Certain Time To Table Yes No No Majority To discontinue consideration until brought back by vote of the Board Take a Yes No No Majority To bring before the Motion group a motion from the previously tabled Table Limit or Yes No Yes Majority To limit or extend Extend limits of debate Limits of Debate Refer to a Yes Yes Yes Majority To place business in Committee hands of a Committee Withdraw a No No No None To withdraw a Motion motion before it is voted on Reconsider Yes Yes No Majority To secure a new must be vote on a motion by a previously voted Director upon who voted for the prevailing side on the original motion OCSD 17- 818-XX-16 C. INCIDENTAL RULES NON-RANKING Kind of Second Vote Motion Required Debatable Amendable Required Purpose Request to Yes No No Two- To facilitate business Suspend Thirds ordinarily contrary to the Rules the rules of the organization Override Yes No No Majority To have Board Order of majority rule on the the Chair order Point of No No No None To enforce the rules Order of the organization OCSD 17-1818-XX-17 RITA WOODRUFF, $PRADLIN&$MART CLOSED SESSION 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Steering Committee FROM: Bradley R. Hogin, Esq. General Counsel DATE: July 17, 2018 RE: Closed Session Items The Steering Committee desires to hold a closed session on July 25, 2018 to discuss the General Manager's performance. Said closed session will be held pursuant to the authority of Government Code Section 54957(b)(1). Respectfully submitted, By: Ale A"� Bradley k Hogin, G neral Counsel 1331749.1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS Association of California Local Agency Formation Regional Water Quality ACWA Water Agencies LAFCO Commission RWQCB Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority CARB California Air Resources NEPA National Environmental SCADA Supervisory Control And Board Policy Act Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O& M Operations&Maintenance SRF Clean Water State Program Revolving Fund CRWQCB California Regional Water OCCOG Orange County Council of SSMP Sewer System Quality Control Board Governments Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency CWEA California Water Environment OCSD Orange County Sanitation SWRCB State Water Resources Association District Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team OOBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and TSS Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats, Oils, and Grease PCSA Consultant/Construction WDR Requirements Services Agreement gpd gallons per day PDSA Professional Design Services WEF Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERF Water Environment& System Works Reuse Foundation ICS Incident Command System ppm parts per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority RFP Request For Proposal WRDA Water Resources Development Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (D/T) —The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE (LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS (POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR (SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. SANITARY SEWER — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.