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Home My WebLink About05-04-2022 Operations Committee Meeting Complete Agenda Packet ORANGE COUNTY SANITATION DISTRICT SPECIAL NOTICE REGARDING CORONAVIRUS (COVID-19) AND ATTENDANCE AT PUBLIC MEETINGS Governor Newsom signed Assembly Bill (AB) 361 on September 16, 2021, which, in part, addresses the conduct of public meetings in light of the continued State of Emergency order. Effective October 1, 2021, AB 361 suspends the requirements located in California Government Code, Section 54953, Subdivision (b), Paragraph (3) specifically pertaining to the conduct of public meetings. As such, the Orange County Sanitation District (OC San) Board of Directors has determined that due to the size of OC San’s Board of Directors (25), and the health and safety of the members, the Board of Directors will be participating in meetings of the Board telephonically and via Internet accessibility. PUBLIC PARTICIPATION Your participation is always welcome. OC San offers several ways in which to interact during meetings. You will find information as to these opportunities below. ONLINE MEETING PARTICIPATION You may join the meeting live via Teams on your computer or similar device or web browser by using the link below: Click here to join the meeting We suggest testing joining a Teams meeting on your device prior to the commencement of the meeting. For recommendations, general guidance on using Teams, and instructions on joining a Teams meeting, please click here. Please mute yourself upon entry to the meeting. Please raise your hand if you wish to speak during the public comment section of the meeting. The Clerk of the Board will call upon you by using the name you joined with. Meeting attendees are not provided the ability to make a presentation during the meeting. Please contact the Clerk of the Board at least 48 hours prior to the meeting if you wish to present any items. Additionally, camera feeds may be controlled by the meeting moderator to avoid inappropriate content. OC ~SAN ORANGE COUNTY SANITATION DISTRICT HOW TO PARTICIPATE IN THE MEETING BY TELEPHONE To join the meeting from your phone: Dial (213) 279-1455 When prompted, enter the Phone Conference ID: 365 545 572# All meeting participants may be muted during the meeting to alleviate background noise. If you are muted, please use *6 to unmute. You may also mute yourself on your device. Please raise your hand to speak by use *5, during the public comment section of the meeting. The Clerk of the Board will call upon you by using the last 4 digits of your phone number as identification. NOTE: All attendees will be disconnected from the meeting at the beginning of Closed Session. If you would like to return to the Open Session portion of the meeting, please login or dial-in to the Teams meeting again and wait in the Lobby for admittance. VIEW THE MEETING ONLINE ONLY The meeting will be available for online viewing only at: https://ocsd.legistar.com/Calendar.aspx HOW TO SUBMIT A COMMENT You may provide verbal comment in real time during the meeting. In order to provide a verbal comment, please raise your hand as described above or alert the Clerk of the Board before or during the public comment period. You may also submit your comments and questions in writing for consideration in advance of the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or sending them to OCSanClerk@ocsan.gov with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)” or “PUBLIC COMMENT NON-AGENDA ITEM”. You may also submit comments and questions for consideration during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx. The eComment feature will be available for the duration of the meeting. All written public comments will be provided to the legislative body and may be read into the record or compiled as part of the record. TECHNICAL SUPPORT PRIOR TO AND DURING MEETINGS For technical assistance before and during the meeting, please call 714-593-7431. For any other questions and/or concerns, please contact the Clerk of the Board’s office at 714-593-7433. Thank you, in advance, for your patience in working with these technologies. We appreciate your interest in OC San! April 27, 2022 NOTICE OF REGULAR MEETING OPERATIONS COMMITTEE ORANGE COUNTY SANITATION DISTRICT Wednesday, May 4, 2022 – 5:00 P.M. ACCESSIBILITY FOR THE GENERAL PUBLIC Your participation is always welcome. Specific information as to how to participate in this meeting is detailed in the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during meetings: you may join the meeting live via Teams on your computer or similar device or web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for consideration before or during the meeting. The Regular Meeting of the Operations Committee of the Orange County Sanitation District will be held at the above location and in the manner indicated on Wednesday, May 4, 2022 at 5:00 p.m. 0 ~SAN 10844 Ellis Avenue Fountain Valley, CA 92708 714.962.2411 ORANGE COUNTY SANITATION DISTRICT www.ocsan.gov Our Mission: To protect public health and the environment by providing effective wastewater collection, treatment, and recycling. Serving: Anaheim Brea Buena Park Cypress Fountain Valley Fullerton Garden Grove Huntington Beach Irvine La Habra La Palma Los Alamitos Newport Beach Orange Placentia Santa Ana Seal Beach Stanton Tustin Villa Park County of Orange Costa Mesa Sanitary District Midway City Sanitary District Irvine Ranch Water District Yorba Linda Water District OPERATIONS COMMITTEE MEETING DATE BOARD MEETING DATE 05/04/22 05/25/22 06/01/22 06/22/22 07/06/22 07/27/22 AUGUST DARK 08/24/22 09/07/22 09/28/22 10/05/22 10/26/22 11/02/22 11/16/22 * 12/07/22 12/21/22 * JANUARY DARK 01/25/23 02/01/23 02/22/23 03/01/23 03/22/23 04/05/23 04/26/23 * Meeting will be held on the third Wednesday of the month ROLL CALL OPERATIONS COMMITTEE Engineering and Operations & Maintenance Meeting Date: May 4, 2022 Time: 5:00 p.m. Adjourn: COMMITTEE MEMBERS (14) Brooke Jones (Chair) Ryan Gallagher (Vice-Chair) Stephen Faessel Johnathan Ryan Hernandez Steve Jones Sandra Massa-Lavitt Paulo Morales Kim Nichols Bob Ooten Jesus J. Silva Donald P. Wagner Chad Zimmerman John Withers (Board Chair) Chad Wanke (Board Vice-Chair) OTHERS Brad Hogin, General Counsel STAFF 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 Riaz Moinuddin, Director of Operations & Maintenance Lan Wiborg, Director of Environmental Services Kelly Lore, Clerk of the Board ORANGE COUNTY SANITATION DISTRICT Effective 03/07/2022 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR Anaheim Stephen Faessel Gloria Ma’ae Brea Glenn Parker Cecilia Hupp Buena Park Art Brown Connor Traut Cypress Paulo Morales Anne Hertz-Mallari Fountain Valley Patrick Harper Ted Bui Fullerton Jesus J. Silva Nick Dunlap Garden Grove Steve Jones John O’Neill Huntington Beach Kim Carr Dan Kalmick Irvine Anthony Kuo Farrah N. Khan La Habra Rose Espinoza Steve Simonian La Palma Marshall Goodman Nitesh Patel Los Alamitos Ron Bates NONE Newport Beach Brad Avery Joy Brenner Orange Kim Nichols Chip Monaco Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Nelida Mendoza Seal Beach Sandra Massa-Lavitt Schelly Sustarsic Stanton David Shawver Carol Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Chad Zimmerman Robert Collacott Sanitary/Water Districts Costa Mesa Sanitary District Bob Ooten Art Perry Midway City Sanitary District Andrew Nguyen Mark Nguyen Irvine Ranch Water District John Withers Douglas Reinhart Yorba Linda Water District Brooke Jones Ted Lindsey County Areas Board of Supervisors Donald P. Wagner Doug Chaffee OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, May 4, 2022 - 5:00 PM Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 ACCOMMODATIONS FOR THE DISABLED: If you require any special disability related accommodations, please contact the Orange County Sanitation District (OC San) Clerk of the Board’s office at (714) 593-7433 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 OC San's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the OC San’s website at www.ocsan.gov 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. MEETING AUDIO: An audio recording of this meeting is available within 24 hours after adjournment of the meeting at https://ocsd.legistar.com/Calendar.aspx or by contacting the Clerk of the Board at (714) 593-7433. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be submitted in writing to the Clerk of the Board: Kelly A. Lore, MMC, (714) 593-7433 / klore@ocsan.gov at least 14 days before the meeting. FOR ANY QUESTIONS ON THE AGENDA, BOARD MEMBERS MAY CONTACT STAFF AT: General Manager: Jim Herberg, jherberg@ocsan.gov / (714) 593-7300 Asst. General Manager: Lorenzo Tyner, ltyner@ocsan.gov / (714) 593-7550 Asst. General Manager: Rob Thompson, rthompson@ocsan.gov / (714) 593-7310 Director of Human Resources: Celia Chandler, cchandler@ocsan.gov / (714) 593-7202 Director of Engineering: Kathy Millea, kmillea@ocsan.gov / (714) 593-7365 Director of Environmental Services: Lan Wiborg, lwiborg@ocsan.gov / (714) 593-7450 Director of Operations & Maintenance: Riaz Moinuddin, rmoinuddin@ocsan.gov / (714) 593-7269 OC ~SAN ORANGE COUNTY SANITATION DISTRICT OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, May 4, 2022 CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL AND DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during meetings: you may join the meeting live via Teams on your computer or similar device or web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for consideration before or during the meeting. You may provide verbal comment in real time during the meeting. In order to provide a verbal comment, please raise your hand (directions provided in the Special Notice attached to this agenda) or alert the Clerk of the Board before or during the public comment period. You may submit your comments and questions in writing for consideration in advance of the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or sending them to OCSanClerk@ocsan.gov with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)” or “PUBLIC COMMENT NON-AGENDA ITEM”. You may also submit comments and questions for consideration during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx. The eComment feature will be available for the duration of the meeting. All written public comments will be provided to the legislative body and may be read into the record or compiled as part of the record. 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: 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. 1.2022-2283APPROVAL OF MINUTES RECOMMENDATION: Approve Minutes of the Regular Meeting of the Operations Committee held April 6, 2022. Originator:Kelly Lore Page 1 of 6 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, May 4, 2022 Agenda Report 04-06-2022 Operations Committee Minutes Attachments: 2.2022-2279INSTALLATION AND DISPOSAL OF ACTIVATED CARBON FOR PLANT NO. 1 T&D ODOR CONTROL SYSTEM, SPECIFICATION NO. S-2022-1316BD RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Purchase Order Contract to Karbonous, Inc. to provide Installation and Disposal of Activated Carbon for Plant No. 1 T&D Odor Control System, Specification No. S-2022-1316BD, for a total annual amount not to exceed $202,920 for the period beginning August 1, 2022 through July 31, 2023, with four one-year renewal options; and B. Approve an annual contingency of $20,292 (10%). Originator:Riaz Moinuddin Agenda ReportAttachments: 3.2022-2257QUARTERLY ODOR COMPLAINT REPORT RECOMMENDATION: Receive and file the Fiscal Year 2021-22 Third Quarter Odor Complaint Report. Originator:Riaz Moinuddin Agenda Report FY 2021-22 3rd Qtr Odor Complaint Report Attachments: 4.2022-2235SEAL BEACH PUMP STATION REPLACEMENT, PROJECT NO. 3-67 RECOMMENDATION: Recommend to the Board of Directors to: Approve a Monitoring Wells Relocation Agreement between the Orange County Sanitation District and Orange County Water District for Seal Beach Pump Station Replacement, Project No. 3-67, in a form approved by General Counsel. Originator:Kathy Millea Agenda Report OCWD Monitoring Wells Relocation Agreement Attachments: Page 2 of 6 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, May 4, 2022 5.2022-2265PLANT NO. 2 OXYGEN REACTOR PURGE VALVE AND ACTUATOR ASSEMBLIES REPLACEMENT RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order to Integrated Process Technologies for the purchase of four DeZurik 20” 316 SST Oxygen Cleaned Purge Air Control Valves and Limitorque Actuator assemblies for the Plant No. 2 Activated Sludge Plant in an amount not to exceed $200,597; and B. Approve a contingency of $20,059 (10%). Originator:Riaz Moinuddin Agenda ReportAttachments: NON-CONSENT: 6.2022-2273DIRECT ACCESS ENERGY PURCHASE CONTRACT RECOMMENDATION: Recommend to the Board of Directors to: A. Approve Master Service Agreements with two additional energy service providers: •Constellation NewEnergy and •NRG/Direct Energy; and B. Delegate to the General Manager and Purchasing Manager the authority to enter into Transaction Agreements, in a form approved by General Counsel, with the following energy service providers: •Shell Energy Solutions, or •Constellation NewEnergy, or •NRG/Direct Energy. Originator:Riaz Moinuddin Agenda Report Draft Master Service Agreement - Constellation NewEnergy Draft Master Service Agreement - NRG/Direct Energy Master Service Agreement - Shell Energy Solutions Attachments: Page 3 of 6 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, May 4, 2022 7.2022-2247SODIUM HYDROXIDE (CAUSTIC SODA) 50%, SPECIFICATION NO. C-2018-915BD - CONTINGENCY INCREASE RECOMMENDATION: Recommend to the Board of Directors to: Approve a unit price contingency increase of $44.40 per dry ton (an additional 6% of the base cost) to the Liquid Caustic Soda (50%) contract with Brenntag Pacific for the term July 1, 2022 through June 30, 2023, for a new total contingency amount not to exceed $112.80 per dry ton (16%) with a total estimated usage of $481,153. Originator:Riaz Moinuddin Agenda ReportAttachments: 8.2022-2266LIQUID FERRIC CHLORIDE SPECIFICATION NO. C-2019-1037BD CONTINGENCY INCREASE RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a unit price contingency of $175 per dry ton (26%) to the liquid Ferric Chloride Agreement with Pencco, Inc., Specification No.C-2019-1037BD, for the period beginning July 1, 2022 through June 30, 2023. New unit cost not to exceed $849 per dry ton, for a total estimated annual amount of $3,947,024; B. Approve a unit price contingency of $277 per dry ton (40%) to the liquid Ferric Chloride Agreement with Kemira, Inc., Specification No.C-2019-1037BD, for the period beginning July 1, 2022 through June 30, 2023. New dry ton unit cost not to exceed $965 per dry ton, for a total estimated annual amount of $1,936,062; and C. Approve a fuel surcharge of 2.5% on Ferric Chloride deliveries from Kemira, Inc. with quarterly Consumer Price Index (CPI) adjustments. Originator:Riaz Moinuddin Agenda ReportAttachments: 9.2022-2246REGIONAL ODOR AND CORROSION CONTROL SERVICES (ROCCS) PROGRAM, SPECIFICATION NO. C-2017-899BD - CONTINGENCY INCREASE RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a chemical unit price contingency increase of $146 per dry ton (an additional 20% of the base price) to the Ferrous Chloride Contract with Hill Brothers Chemical Company for the term July 1, 2022 through June 30, 2023, for a new total unit price contingency of $257.30 per dry ton (35%) for total estimated usage of $3,028,675; Page 4 of 6 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, May 4, 2022 B. Approve a unit price contingency increase of 15% for application and field services fees for Ferrous Chloride with Hill Brothers Chemical Company for a new total unit price contingency of $7.50 (30%); C. Approve a fuel surcharge of 4% on Ferrous Chloride deliveries with Hill Brothers Chemical Company, with quarterly Consumer Price Index (CPI) adjustments; D. Approve a chemical unit price contingency increase of $65 per dry ton (an additional 12% of the base price) to the Magnesium Hydroxide Contract with Hill Brothers Chemical Company for the term July 1, 2022 through June 30, 2023, for a new total unit price contingency of $146.26 per dry ton (27%) for total estimated usage of $2,637,031; and E. Approve a chemical unit price contingency increase of $0.58/gal (an additional 17% of the base price) to the Calcium Nitrate Contract with USP Technologies for the term July 1, 2022 through June 30, 2023, for a new total unit price contingency of $1.06/gal (32%) a total estimated usage of $847,427. Originator:Riaz Moinuddin Agenda ReportAttachments: INFORMATION ITEMS: 10.2022-2229CAPITAL IMPROVEMENT PROGRAM (CIP) PROPOSED BUDGET FOR FY 2022-23 & 2023-24 RECOMMENDATION: Information Item. Originator:Kathy Millea Agenda Report Presentation - CIP FY22-23_23-24 Budget Update Attachments: 11.2022-2189OPERATIONS & MAINTENANCE: WASTEWATER 101 PART 2: TREATMENT AND RECYCLING RECOMMENDATION: Information Item. Originator:Riaz Moinuddin Agenda Report Presentation - Wastewater Treatment Attachments: Page 5 of 6 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, May 4, 2022 DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: At this time Directors may request staff to place an item on a future agenda. ADJOURNMENT: Adjourn the Committee meeting until the Regular Meeting of the Operations Committee on June 1, 2022 at 5:00 p.m. Page 6 of 6 OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2283 Agenda Date:5/4/2022 Agenda Item No:1. FROM:James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: APPROVAL OF MINUTES GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve Minutes of the Regular Meeting of the Operations Committee held April 6, 2022. BACKGROUND In accordance with the Board of Directors Rules of Procedure, an accurate record of each meeting will be provided to the Directors for subsequent approval at the following meeting. RELEVANT STANDARDS ·Resolution No. OC SAN 21-04 ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: ·Minutes of the Operations Committee meeting held April 6, 2022 Orange County Sanitation District Printed on 4/27/2022Page 1 of 1 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT Orange County Sanitation District Minutes for the OPERATIONS COMMITTEE Wednesday, April 6, 2022 5:00 PM Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Operations Committee of the Orange County Sanitation District was called to order by Committee Chair Brooke Jones on Wednesday, April 6, 2022 at 5:01 p.m. in the Administration Building of the Orange County Sanitation District. Chair Jones 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 22-11, due to the continued State of Emergency Order. Chair Jones announced the teleconference meeting guidelines and led the flag salute. ROLL CALL AND DECLARATION OF QUORUM: Roll call was taken and a quorum was declared present, as follows: PRESENT:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Donald Wagner, Chad Wanke, John Withers and Chad Zimmerman ABSENT:Johnathan Ryan Hernandez and Kim Nichols STAFF PRESENT: Kelly Lore, Clerk of the Board, and Mo Abiodun 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; Riaz Moinuddin, Director of Operations and Maintenance; Lan Wiborg, Director of Environmental Services; Jennifer Cabral; Mortimer Caparas;Tanya Chong; Raul Cuellar; Donald Cutler; Mike Dorman; Marianne Klein; Tina Knapp; Anni Larkins; Rob Michaels; Jeff Mohr; Adam Nazaroff; Valerie Ratto; Charles Falzone; Richard Leon; Laura Maravilla; Victoria Pilko; Wally Ritchie; Don Stokes; Eros Yong and Ruth Zintzun were in attendance telephonically. OTHERS PRESENT: Brad Hogin, General Counsel; Jack Gundarlahalli; James Clark, Black and Veatch; Mark Briggs; and Fred Sorushian, SCO, were in attendance telephonically. PUBLIC COMMENTS: None. REPORTS: Chair Jones announced the Special Meeting of the Board of Directors on Wednesday, April 13, 2022 at 4:30 p.m. Chair Jones also provided a reminder regarding in-person tours for the Board of Directors and stated to contact the Clerk of the Board to schedule. Page 1 of 7 OC ~SAN ORANGE COUNTY SANITATION DISTRICT OPERATIONS COMMITTEE Minutes April 6, 2022 Chair Jones announced that OC San is currently requesting a second round of support letters from member cities for the Super Critical Water Oxidation Project and asked that they be returned to the Clerk of the Board by tomorrow's deadline. General Manager Jim Herberg did not provide a report, but introduced Assistant General Manager Rob Thompson who provided information regarding an upcoming item relative to anticipated escalated costs and supply issues of a necessary chemical (ferric chloride). Director of Engineering Kathy Millea provided a brief update on the progress of the Headquarters Complex construction and introduced the newest Engineering Manager, Raul Cuellar, who will oversee Construction Management. Mr. Cuellar provided a few comments. CONSENT CALENDAR: 1.APPROVAL OF MINUTES 2022-2231 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the Special Meeting of the Operations Committee held March 16, 2022. AYES:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Johnathan Ryan Hernandez, Kim Nichols and Donald Wagner ABSTENTIONS:None 2.INTERSTATE 405 WIDENING PROJECT IMPACTS ON OCSD SEWERS, PROJECT NO. 3-66 2021-1727 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve the First Amendment to Utility Agreement No. UK204650, between the Orange County Sanitation District and the Orange County Transportation Authority for Interstate 405 Widening Project Impacts on OCSD Sewers, Project No. 3-66; and B. Approve the First Amendment to Utility Agreement No. UK201113, between the Orange County Sanitation District and the Orange County Transportation Authority for Interstate 405 Widening Project Impacts on OCSD Sewers, Project No. 3-66. Page 2 of 7 OPERATIONS COMMITTEE Minutes April 6, 2022 AYES:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Johnathan Ryan Hernandez, Kim Nichols and Donald Wagner ABSTENTIONS:None 3.SANTA ANA TRUNK REHABILITATION AT PLANT NO. 1, PROJECT NO. FE20-07 2022-2199 Originator: Kathy Millea MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Santa Ana Trunk Rehabilitation at Plant No. 1, Project No. FE20-07; B. Award a Construction Contract to Sancon Technologies, Inc. for Santa Ana Trunk Rehabilitation at Plant No. 1, Project No. FE20-07, for an amount not to exceed $395,082; and C. Approve a contingency of $79,016 (20%). AYES:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Johnathan Ryan Hernandez, Kim Nichols and Donald Wagner ABSTENTIONS:None NON-CONSENT: 4.PRIMARY SEDIMENTATION BASINS NO. 3-5 REPLACEMENT AT PLANT NO. 1, PROJECT NO. P1-126 2021-1972 Originator: Kathy Millea Engineering Supervisor Don Cutler provided a PowerPoint presentation and explanation of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 3 of 7 OPERATIONS COMMITTEE Minutes April 6, 2022 A. Approve a Professional Design Services Agreement with Black & Veatch to provide engineering services for Primary Sedimentation Basins No. 3-5 Replacement at Plant No. 1, Project No. P1-126, for an amount not to exceed $14,163,000; and B. Approve a contingency of $1,416,300 (10%). AYES:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Johnathan Ryan Hernandez, Kim Nichols and Donald Wagner ABSTENTIONS:None 5.SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-23 2021-1970 Originator: Kathy Millea Engineering Supervisor Marianne Klein provided a PowerPoint presentation and explanation of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Stantec Consulting Services, Inc. to provide engineering services for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-23, for an amount not to exceed $3,880,000; and B. Approve a contingency of $388,000 (10%). AYES:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Johnathan Ryan Hernandez, Kim Nichols and Donald Wagner ABSTENTIONS:None 6.SUPPLEMENTAL ENGINEERING SERVICES, CONTRACT NO. PSA2021-002 2022-2070 Originator: Kathy Millea Engineering Manager Jeff Mohr provided a PowerPoint presentation and explanation of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 4 of 7 OPERATIONS COMMITTEE Minutes April 6, 2022 Approve Professional Services Agreements to provide Supplemental Engineering Services, Contract No. PSA2021-002, for a three-year period commencing May 1, 2022, through April 30, 2025, with two one-year renewal options, for an amount not to exceed $29,700,000 per individual agreement with the following two firms: ·AECOM Technical Services, Inc. ·Jacobs Project Management Co. AYES:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Johnathan Ryan Hernandez, Kim Nichols and Donald Wagner ABSTENTIONS:None 7.PROFESSIONAL PROGRAMMING SERVICES, CONTRACT NO. PSA2021-001 2022-2116 Originator: Kathy Millea Engineering Manager Mike Dorman provided a PowerPoint presentation and explanation of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide Professional Programming Services, Contract No. PSA2021-001, for a three-year period commencing May 1, 2022, through April 30, 2025, with two one-year renewal options, for an amount not to exceed $4,900,000 per individual agreement with the following two firms: ·Enterprise Automation ·Maverick Technologies AYES:Brooke Jones, Ryan Gallagher, Stephen Faessel, Steve Jones, Sandra Massa-Lavitt, Paulo Morales, Robert Ooten, Jesus Silva, Chad Wanke, John Withers and Chad Zimmerman NOES:None ABSENT:Johnathan Ryan Hernandez, Kim Nichols and Donald Wagner ABSTENTIONS:None INFORMATION ITEMS: Director Donald Wagner arrived at the meeting at approximately 5:57 p.m. Page 5 of 7 OPERATIONS COMMITTEE Minutes April 6, 2022 8.OPERATIONS & MAINTENANCE: WASTEWATER 101 PART 1: COLLECTIONS 2022-2188 Originator: Riaz Moinuddin Maintenance Manager Don Stokes provided a PowerPoint presentation regarding the wastewater collection system that included an overview of OC San's service area, gravity systems, pipe sizes, inverted siphon, line cleaning types, line flushing, tire mechanical cleaning, technology adoption, pressure systems, pump station maintenance, goals to prevent sewer spills, pump station resiliency, underground line locating, regional odor control, odor control chemicals, regional odor control efforts, CCTV, and team-work and coordination efforts. ITEM RECEIVED AS AN: Information Item. 9.TPAD DIGESTER FACILITY AT PLANT NO. 2, PROJECT NO. P2-128 2022-2180 Originator: Kathy Millea Engineering Manager Jeff Mohr provided a PowerPoint presentation regarding the TPAD Digester Facility at Plant No. 2 that included an overview of the solids treatment, anaerobic digestion, the status of digesters, the biosolids master plan (2017), the master plan recommendations, temperature-phased anaerobic digestion (TPAD), 20-year phased implementation, the digester complex future plan, the preliminary site rendering, the P2-128 schedule, the construction cost estimate, the key value engineering savings, and the budget status. ITEM RECEIVED AS AN: Information Item. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. Page 6 of 7 OPERATIONS COMMITTEE Minutes April 6, 2022 BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Jones declared the meeting adjourned at 6:28 p.m. to the next Regular Operations Committee meeting to be held on Wednesday, May 4, 2022 at 5:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 7 of 7 OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2279 Agenda Date:5/4/2022 Agenda Item No:2. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: INSTALLATION AND DISPOSAL OF ACTIVATED CARBON FOR PLANT NO. 1 T&D ODOR CONTROL SYSTEM, SPECIFICATION NO. S-2022-1316BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Purchase Order Contract to Karbonous, Inc. to provide Installation and Disposal of Activated Carbon for Plant No. 1 T&D Odor Control System, Specification No. S-2022- 1316BD, for a total annual amount not to exceed $202,920 for the period beginning August 1, 2022 through July 31, 2023, with four one-year renewal options; and B. Approve an annual contingency of $20,292 (10%). BACKGROUND The Thickening and Dewatering (T&D) facility at Plant No. 1 creates nuisance odors associated with operation of the thickening and dewatering centrifuges, the sludge blending tanks, truck loading, and the centrate wetwell. This foul air is treated at the Thickening and Dewatering Odor Control Facility which consists of three trains of chemical scrubbers followed by two activated carbon vessels to ensure that air emissions meet South Coast Air Quality Management District (AQMD) permit and nuisance odor requirements at all times. The Orange County Sanitation District (OC San) Plant No. 1 T&D Odor Control Facility is equipped with two activated carbon vessels/filter beds for polishing treated foul air. The carbon beds work in a duty/standby configuration to ensure all emissions from the solids processing meet the AQMD permit and nuisance limits. RELEVANT STANDARDS ·Maintain a proactive asset management program ·24/7/365 treatment plant reliability ·Protect OC San assets Orange County Sanitation District Printed on 4/27/2022Page 1 of 3 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2022-2279 Agenda Date:5/4/2022 Agenda Item No:2. PROBLEM The carbon beds in the Plant No.1 T&D Odor Control Facility adsorb odorant compounds to prevent their release into the ambient air.Over time,the activated carbon loses the ability to hold or store these odorant compounds.Fully consumed activated carbon beds must be removed and replaced with fresh activated carbon media to continue to remove odorant compounds. PROPOSED SOLUTION Staff recommends that a Purchase Order Contract be awarded to Karbonous,Inc.to replace the spent activated carbon in the Plant No.1 T&D Odor Control Facility to ensure consistent compliance with OC San’s AQMD permit to operate. TIMING CONCERNS The current contract expires July 31, 2022. RAMIFICATIONS OF NOT TAKING ACTION Odor complaints near Plant No.1 and across the Santa Ana River may occur when the polishing activated carbon is not used or is deficient. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Staff received a renewal offer from the incumbent vendor which was a 75%increase from the current cost to match current industry pricing.Staff attempted to negotiate,but the company offered no flexibility,so it was determined to re-bid.OC San received three responsive bids and the lowest bid was from the incumbent at a price slightly lower than the original renewal offer.Four bids were received as listed in the table below. Company Name Bid Amount Determination Karbonous, Inc.$202,920 Responsive Carbon Activated Corp.$227,304 Non-Responsive PureAir Filtration, LLC $240,000 Responsive Advanced Chemical Transport, Inc.$534,045 Responsive Staff has identified Karbonous, Inc. as the lowest responsive and responsible bidder. CEQA N/A Orange County Sanitation District Printed on 4/27/2022Page 2 of 3 powered by Legistar™ File #:2022-2279 Agenda Date:5/4/2022 Agenda Item No:2. FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted in the FY 2022-23 and FY 2023-24 Budget, Division 830 (Line item: 830.54030). Date of Approval Contract Amount Contingency 05/25/2022 $ 202,920 $ 20,292 (10%) ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: N/A JS:pp:cr Orange County Sanitation District Printed on 4/27/2022Page 3 of 3 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2257 Agenda Date:5/4/2022 Agenda Item No:3. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: QUARTERLY ODOR COMPLAINT REPORT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the Fiscal Year 2021-22 Third Quarter Odor Complaint Report. BACKGROUND During the third quarter of FY 2021-22, the Orange County Sanitation District (OC San) had the following attributable odor complaints: Plant No. 1 had two attributable odor complaints, Plant No. 2 had no attributable odor complaints, and the collection system had no attributable odor complaints. A summary of the odor complaints with a table tracking the history is included as an attachment. RELEVANT STANDARDS ·Zero odor incidents/events under normal operating conditions for Plant Nos. 1 and 2 ·Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting ·12 or fewer odor complaints per year under normal operating conditions in the collection system ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: ·FY 2021-22 Third Quarter Odor Complaint Report PP:cf Orange County Sanitation District Printed on 4/26/2022Page 1 of 1 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT Orange County Sanitation District Odor Complaint Report Fiscal Year 2021/22 – 3rd Quarter 1. Plant No. 1 Treatment Facility Odor Complaint Summary Plant No. 1 received two attributable odor complaints during the 3rd quarter. The first odor complaintwas associated with the headworks bioscrubber pH. The scrubber pH was adjusted to enhance performance. The second odor complaint was associated with headworks scrubber #3. Bleachdosing was increased to mitigate odors. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received no attributable odor complaints during the 3rd quarter. 2.Collections Facilities Odor Complaint Summary The Collection System received no attributable odor complaints during the 3rd quarter. All Odor Complaints Tracking Jan. 2022 to Mar. 2022 1st Qtr FY 21/22 2nd Qtr FY 21/22 3rd Qtr FY 21/22 4th Qtr FY 21/22 Cumulative FY 21/22 All Public Complaints Collections P1 P2 Total Total Total Total Total Attributable to OC San 0 2 0 2 0 2 4 Not Attributable to OC San 4 5 1 5 6 10 21 Total Public Complaints Received: 4 7 1 7 6 12 25 OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2235 Agenda Date:5/4/2022 Agenda Item No:4. FROM:James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: SEAL BEACH PUMP STATION REPLACEMENT, PROJECT NO. 3-67 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve a Monitoring Wells Relocation Agreement between the Orange County Sanitation District and Orange County Water District for Seal Beach Pump Station Replacement, Project No. 3-67, in a form approved by General Counsel. BACKGROUND Seal Beach Pump Station Replacement, Project No. 3-67, will replace the existing pump station on the same site at the corner of Seal Beach Blvd and Westminster Blvd. The Orange County Water District (OCWD) has two groundwater monitoring wells where the new pump station will be constructed. RELEVANT STANDARDS ·Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM The new pump station cannot be built without displacing OCWD’s groundwater monitoring wells. OCWD has easements for the wells, so the Orange County Sanitation District (OC San) is obligated to reimburse OCWD for the cost to relocate the wells. PROPOSED SOLUTION Approve a relocation agreement between OC San and OCWD to relocate two wells. The agreement requires OC San to demolish the existing wells and construct new wells. This work will be included in the construction contract for the pump station replacement. The cost of this work is approximately $730,000. Orange County Sanitation District Printed on 4/27/2022Page 1 of 2 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2022-2235 Agenda Date:5/4/2022 Agenda Item No:4. TIMING CONCERNS The agreement must be executed to allow OC San’s pump station contractor to demolish the wells early in construction, which is scheduled to start in May 2023. RAMIFICATIONS OF NOT TAKING ACTION Seal Beach Pump Station Replacement,Project No.3-67,cannot be built without relocating the wells. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OCWD has a separate easement from the Navy to locate their monitoring wells within the pump station area covered by OC San’s easement with the Navy.Having their monitoring wells within OC San’s pump station provides OCWD access to the wells,which would otherwise be very difficult given the Navy’s access requirements for the rest of the base.The agreement calls for OCWD to separately obtain easements for the new wells,which will also be within OC San’s pump station easement. CEQA The project is included in the Facilities Master Plan 2020 Program Environmental Impact Report, State Clearinghouse Number 2019070998. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page A-7,Seal Beach Pump Station Replacement, Project No. 3-67) and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Agreement JD: jw Orange County Sanitation District Printed on 4/27/2022Page 2 of 2 powered by Legistar™ 1 1582281.1 MONITORING WELLS OCWD-35K1P AND OCWD-35K1Q RELOCATION AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND ORANGE COUNTY WATER DISTRICT THIS MONITORING WELLS RELOCATION AGREEMENT (“Agreement”), is made and entered into on this _____ day of _______________, 2022 by and between the ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District (“OC San”), and ORANGE COUNTY WATER DISTRICT, a Water District (“OCWD”). OC San and OCWD are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as “Parties.” RECITALS WHEREAS,OC San is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700,et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; WHEREAS,OCWD is a political subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended and its suceessors and assigns, that manages the Orange County Groundwater Basin within Orange County, California; WHEREAS,OC San owns, operates and maintains sewer facilities including, but not limited to, a pump station located on Westminster Boulevard in the City of Seal Beach; WHEREAS,OC San intends to relocate and upgrade its pump station (the “Seal Beach Pump Station”) because the existing facility is aging and in need of replacement (the “Project”); WHEREAS,the U.S. Department of the Navy (“Navy”) owns the property on which the Seal Beach Pump Station and other OC San facilities are located, and OC San possesses an easement granted by the Navy to operate and maintain the Seal Beach Pump Station and other OC San facilities (“OC San Easement”); WHEREAS, OCWD owns, operates, and maintains groundwater monitoring wells (the “Wells”) near the Seal Beach Pump Station, which must be relocated as a result of the Project; WHEREAS,OCWD possesses an easement granted by the Navy to operate and maintain the Wells (“OCWD Easement”); WHEREAS, OC San agrees to do the following to OCWD standards: demolish the existing OCWD Wells, design new Wells, and construct new Wells within the OC San Easement (collectively, the “Work”) in accordance with the tentative plans attached to this Agreement as Exhibit “A” (the “Tentative Plans”), as they may be modified by the Approved Plans and Specifications (as defined below); and 2 1582281.1 WHEREAS, OC San agrees to: (a) be responsible for the design, management, and construction of the Work, which includes any demolition, abandonment, removal, replacement, and/or relocation of any existing Wells necessary to complete the Work; and (b) pay all costs and expenses related to the Work subject to the terms and conditions of this Agreement; and WHEREAS, OCWD agrees, with the good faith assistance of OC San where requested, to coordinate with the Navy to (a) quitclaim the OCWD Easement, and (b) obtain a new easement to accommodate the new Wells to be constructed as part of the Work. NOW, THEREFORE,in consideration of the mutual promises set forth herein, the Parties hereto agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated into this Agreement by this reference, as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that it is bound by the same. Section 2: Elements of Agreement. OC San and OCWD will work cooperatively together so that the Work can be completed in a manner that minimizes the cost to and impact on the public while allowing the Parties to accomplish their respective missions. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: OC San’s Specific Obligations. A. OC San shall (and shall cause its agents and contractors to) comply with all applicable laws, regulations, and ordinances in connection with performing the Work. B. OC San will obtain all required access rights (including, prior to commencing monitoring well construction, a Right-of-Entry permit from the Navy), and enter into and administer contracts for the design and field oversight/lithologic logging services needed for the Work, which includes contracting with the necessary engineering consultant(s) to accomplish the design efforts, and OC San assumes full responsibility for the design and construction services necessary to complete the Work. C. OC San shall promptly inform OCWD of any proposed changes to the construction contract as it relates to the Work. Copies of proposed changes to the construction contract affecting some or all of OCWD’s facilities will be provided to OCWD within five (5) working days after OC San’s receipt thereof. D. OC San will submit prepared plans and specifications for the design and construction of the Work for review, comment, and written approval by OCWD, such approval not to be unreasonably withheld, conditioned, or delayed. OCWD shall notify OC San, in writing, of its approval or withholding of approval of the plans and specifications within ten (10) 3 1582281.1 calendar days after OCWD’s receipt of the proposed plans and specifications from OC San. If OCWD does not approve such proposed plans and specifications, OCWD will in such written notice provide OC San with a reasonably-detailed statement of its basis for denial, whereupon OC San shall require its hired consultant to correct the plans and specifications to OCWD’s reasonable satisfaction. The final plans and specifications approved in writing by OCWD shall be referred to hereinafter as the “Approved Plans and Specifications.” E. OC San shall be responsible for advertising, awarding, and administering a contract for the construction of the Work, in conformance with all applicable laws governing construction of public works by OC San. In connection with the foregoing, OC San will issue a public works bid package as well as administer and enter into a construction contract to perform the Work in accordance with the Approved Plans and Specifications. OC San shall ensure that the contractor for the Work has the appropriate license from the California State License Board and that such contractor complies with the prevailing wage laws including, but not limited to, California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”). Upon determination of the successful bidder, OC San will submit such information to OCWD for their files. F. OC San shall not accept any portion of the Work unless it has been previously inspected and approved in writing by OCWD. In connection therewith, OC San will request, from time to time, that OCWD inspects and approves the Work or any portion thereof. Such request for inspection and approval shall be referred to herein as an “OC San Inspection Request”. G. OC San will document and inform OCWD of the date of its final acceptance of the Work, and the date when the Notice of Completion is filed. H. OC San, its agents, and contractors shall keep the Work free from any statutory or common law liens arising out of any Work performed, materials furnished, or obligations incurred by OC San, its agents, or contractors in connection with the Work. I. OC San, its agents and contractors, shall comply with all requirements of the Navy during the pendency of the Work. Section 4: OCWD’s Specific Obligations. A. OCWD will arrange to quitclaim its current easement for the Wells with the Navy and obtain new easements for the new Wells to be constructed as part of 4 1582281.1 the Work. The quitclaim process shall be completed prior to commencement of well destruction activities, and the new easement procurement shall be in- process and agreed to in concept by the Navy prior to commencement of the Work. The new easement shall be obtained by OCWD before OC San transfers ownership and responsibility of the new wells to OCWD per Section 6. B. OCWD will provide, at OCWD’s sole expense, inspection services for the Work as it deems necessary to assure compliance with the Approved Plans and Specifications, including, but not limited to, shop drawing review and material inspection. In connection therewith, OC San shall provide OCWD inspectors uninhibited access to the area of the Project where the Work is being performed to review, check and inspect the Work, and an adequate on- site work space to perform such services, provided that OCWD has given OC San twenty-four (24) hours advance notice of its desire to inspect the Work. By no later than two (2) working days after any such inspection, OCWD will promptly notify OC San in writing if any portion of the Work appears not to conform to the Approved Plans and Specifications, and OC San shall cause its contractor to correct such non-conforming Work to be consistent with the Approved Plans and Specifications. C. OCWD will respond to any OC San Inspection Request within two (2) working days and conduct the requested inspection within three (3) working days thereafter. If OCWD fails to respond to an OC San Inspection Request or conduct the requested inspection within the respective time periods prescribed above, or if OCWD fails to notify OC San that any portion of the Work appears not to conform to the Approved Plans and Specifications within two (2) working days after its inspection, the Work, in its then-current condition, shall be automatically deemed approved by OCWD. D. OCWD shall return comments to OC San on all shop drawing submittals and change order requests and respond to OC San’s requests for information within three (3) working days from receipt of such submittals by OCWD; provided, however, that OCWD shall not unreasonably withhold, condition, or delay its approval of any change order proposed by OC San that: (i) is required to perform the Work properly and/or to comply with any entitlement, permit, or approval for the Work issued, or to be issued, by any governmental body; and (ii) does not materially and adversely affect the function of OCWD’s systems or equipment. If OCWD fails to respond to any shop drawings or change order submitted by OC San within such three (3) working day period, the submitted shop drawings or change order, as applicable, shall automatically be deemed approved by OCWD. This provision shall not apply to review process for the plans and specifications. Section 5: Payment for Work. OC San shall pay 100% of the actual and necessary costs and expenses of its obligations under this Agreement as described in Section 3. 5 1582281.1 Notwithstanding the foregoing, OC San shall not be responsible for any costs or expenses incurred by OC San as a result of: (a) OCWD’s failure to timely and fully comply with its obligations under this Agreement; (b) any change order required by OCWD that is not required to perform the Work properly, but is instead done for OCWD’s convenience or to satisfy OCWD’s preference; or (c) any losses, costs, damages, or liabilities arising from negligence or willful misconduct on the part of OCWD, its officers, agents, employees, or consultants. Section 6: Final Approval of Work. Prior to OCWD’s acceptance of the Work and OC San’s recordation of a Notice of Completion, OCWD shall review and provide written approval of the Work. When the Work is ready for OCWD’s final inspection, OC San shall notify OCWD of the same in writing, and OCWD shall make arrangements with OC San to perform its final inspection of the Work within three working days following OCWD’s receipt of such notice. OCWD’s written approval shall only be withheld for Work not completed in accordance with the Approved Plans and Specifications or if based upon concerns or lack of concurrence by the Navy. OC San shall furnish OCWD with one set of record drawings for the completed Work and a copy of the recorded Notice of Completion. Upon OCWD’s written approval, OC San shall transfer to OCWD, and OCWD shall accept and assume ownership of and responsibility for operation, maintenance, upkeep, repair, and replacement of all improvements installed or constructed as part of the Work. OC San shall, promptly following written request therefor from OCWD, deliver to OCWD any documents or instruments necessary to evidence or complete such transfer to OCWD. Section 7: Encroachment Permit(s). To the extent required by OC San to perform the Work in accordance with the Approved Plans and Specifications, as determined in OC San’s sole and absolute discretion, OC San agrees to acquire, at OC San’s sole cost and expense, a well construction permit required by the Orange County Health Care Agency and an encroachment permit that may be required by the City of Seal Beach in the name of either OC San or OCWD, as appropriate. Notwithstanding the foregoing, OC San shall not be responsible for the payment of any annual fees, costs or expenses required to be paid after the original acquisition of such encroachment permit(s) unless such encroachment permit(s) are in the name of OC San. The Parties shall timely and fully cooperate with each other and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to obtain any such encroachment permits. Section 8: Indemnification. A. OC San will, and it hereby does, indemnify, defend, and hold harmless OCWD, its elected and appointed officials, officers, agents, employees, and contractors from any and all actions, suits, claims, liability, or expense for death, injury, loss, or damage to persons or property that may arise or that are claimed to have arisen during or as a result of the Work performed by or on behalf of OC San, its officers, agents, employees, or contractors, save and except to the extent that such action, suit, claim, liability, or expense is solely caused by or a result of any act, omission, or negligence of OCWD, its officers, agents, employees, or contractors. 6 1582281.1 B. OCWD will, and it hereby does, indemnify, defend, and hold harmless OC San, its elected and appointed officials, officers, agents, employees, and consultants, from any and all actions, suits, claims, liability or expense for death, injury, loss, or damage to persons or property that may arise or that are claimed to have arisen as a result of any act performed by OCWD, its officers, agents, employees, or contractors, with respect to the Work including in connection with the operation, maintenance, upkeep, repair, and/or replacement of the Work, save and except to the extent that such action, suit, claim, liability, or expense is solely caused by or a result of any act, omission or negligence of OC San, its officers, agents, employees, or contractors. Section 9. Term. This Agreement will be in full force and effect until the specified obligations of both Parties have been fulfilled or until the Parties mutually agree to terminate this Agreement in writing. Section 10: Agents. Any contractor or subcontractor performing or providing services in connection with the Work described herein on behalf of either Party will be conclusively deemed to be the servant and agent only of the Party that employed or contracted with said contractor or subcontractor, acting on behalf and within the scope of such contractor’s or subcontractor’s employment for said Party. Section 11: Notices. All notices or other communications required or permitted hereunder will be in writing and will be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and will be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications will be addressed as follows: To OC San: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Jacob G. Dalgoff, Senior Engineer Phone: 714-486-6492 E-mail: jdalgoff@ocsan.gov To OCWD: Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Attention: Gary Yoshiba, Senior Hydrogeologist Phone: (714) 378-3205 E-mail: gyoshiba@ocwd.com 7 1582281.1 Section 12: Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement will lie in the Superior Court of California for Orange County. Section 13: Cooperation. The Parties shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to fulfill their obligations described herein. The Parties further agree to use all reasonable efforts to cause the fulfillment of the conditions to the Parties’ obligations hereunder and to obtain as promptly as possible all approvals from each and every third party, whether private or governmental, required in connection with the Work contemplated by this Agreement. Section 14: No Third Party Beneficiaries. This Agreement is entered into by and for OCWD and OC San, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 15: Force Majeure. Except for the payment of money, neither Party will be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority. Section 16: Governing Law. This Agreement will be governed by the laws of the State of California. Section 17: Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations and agreements between the Parties pertaining to the subject matter hereof. Section 18: Waiver. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party will not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. Section 19: Modification. Alteration, change, or modification of this Agreement will be in the form of a written amendment, which will be signed by both Parties. Section 20: Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will continue in full force and effect. Section 21: Agreement Execution and Authorization. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf he or she is executing this Agreement. 8 1582281.1 Section 22: Counterparts Deemed Original: This Agreement may be executed in one or more counterparts (including by e-mail, other electronic transmission, and/or facsimile), all parties need not be signatories to the same documents, and all counterpart signed documents shall be deemed to be one and the same original instrument. [SIGNATURES ON THE NEXT PAGE] 9 1582281.1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first below written. ORANGE COUNTY SANITATION DISTRICT APPROVED AS TO FORM: By___________________________________John B. Withers Date Chairperson, Board of Directors By_______________________By___________________________________ Bradley R. Hogin Kelly Lore Date General Counsel,Clerk of the Board, Board of Directors Orange County Sanitation District ORANGE COUNTY WATER DISTRICT APPROVED AS TO FORM: By __________________________________ Stephen R. Sheldon Date President, Board of Directors By ________________________ By__________________________________ General Counsel Michael R. Markus, P.E. Date General Manager 10 1582281.1 EXHIBIT “A” Tentative Plans (See attached.) DE E P E S T C A S I N G 2 DETAIL 2 NOTES: ROCK COMPACTED PRIOR TO INSTALLATION OF PRECAST BOX SANITARY SEAL 18" DIAMETER CONDUCTOR BOREHOLE 14" DIAMETER CONDUCTOR CASING 2'-8" 4" MIN 1' MIN 3' - 9 " M I N 1 8 " T O 2 4 " CA S I N G H E I G H T 3" 2" LOCKING WELL CAP ON ALL CASINGS PRECAST TRAFFIC WATER BOX AND TRAFFIC STEEL COVER (H-20-44) SH A L L O W E S T C A S I N G 1 12 " M I N 1. STAGGER EACH WELL CASING HEIGHT APPROXIMATELY 2 INCHES 2. CONCRETE SKIRT SHALL SLOPE AWAY FROM THE VAULT. 3. WELL CASINGS SHALL BE SPACED EQUIDISTANT APART IN THE 12.25" DIAMETER BOREHOLE. 4. WELL CASINGS SHALL BE CENTERED IN PRECAST TRAFFIC WATER BOX. 5. PRECAST TRAFFIC WATER BOX SHALL BE 2'-0" X 3'-0" X 33" DEEP. JENSEN PRECAST K2436-FH33-08T OR EQUAL. 6. TRAFFIC STEEL COVER. CONTRACTOR SHALL MODIFY COVER WITH SKIDS. JENSEN PRECAST SC2436-TGV OR EQUAL. 12 " FINISHED GRADE PER C101518-INCH DIAMETER BOREHOLE SANITARY SEAL 14" DIAMETER CONDUCTOR CASING 12.25-INCH MINIMUM DIAMETER BOREHOLE SAND-BENTONITE ANNULAR SEAL (TYP) FILTER PACK INSTALLED 5 FEET ABOVE AND BELOW SCREEN CASING (TYP) 2-INCH, FLUSH-THREADED, SCHEDULE 80 PVC BLANK WELL CASINGS (TYP) CENTRALIZERS ABOVE AND BELOW EACH SCREENED INTERVAL AND EVERY 40 FEET (TYP) 2-INCH, FLUSH-THREADED, SCHEDULE 80 PVC SLOTTED WELL SCREEN CASING (TYP) 50 ' BO R E H O L E D E P T H P E R T A B L E WE L L D E P T H P E R T A B L E SC R E E N E D C A S I N G S ( B O T ) P E R T A B L E SC R E E N E D C A S I N G ( T O P ) P E R T A B L E 1.CASING, SCREEN, AND BACK-FILL DEPTHS ARE APPROXIMATE. EXACT PLACEMENT OF CASING, SCREEN, AND BACK-FILL WILL BE DETERMINED AFTER THE BOREHOLE HAS BEEN DRILLED AND GEOPHYSICAL LOGS HAVE BEEN EVALUATED. 2. NOT ALL CENTRALIZERS ARE DEPICTED. 3. WELL SHALL BE CONSTRUCTED IN ACCORDANCE WITH SECTION 02520. 2 - FINISHED GRADE PER C1015 DETAIL 1 NOTES: 5' BLANK CASING WITH BOTTOM END CAP (TYP) WELL SITE NESTED WELL ID AQUIFER BOREHOLE DEPTH (FT-BGS) WELL DEPTHS (FT-BGS) SCREENED CASING TOP (FT-BGS) SCREENED CASING BOT (FT-BGS) 35K1P OCWD-35K1P/1 C 190 115 90 110 OCWD-35K1P/2 B 175 130 170 35K1Q OCWD-35K1Q/1 A 405 250 195 245 OCWD-35K1Q/2 I 390 365 385 OCWD WELL 35K1Q OCWD WELL 35K1P X X X X X X X X X X X X X X X X X X X XX X X OCWD ACCESS EASEMENT OCWD WELL SITE EASEMENT A 1 2 3 4 5 6 7 8 9 10 B C D E F MARK DATE APPR.DESCRIPTION DW G : J : \ P R O J \ 1 1 9 7 O C S D S e a l B e a c h P u m p S t a t i o n \ P R O J E C T N O . 3 - 6 7 \ C O N S T R U C T I O N \ C A D S H E E T S \ C I V I L \ 3 - 6 7 - C 9 0 1 0 . d w g DA T E : M a r 2 1 , 2 0 2 2 1 : 4 5 p m U S E R : H e c t o r . R o b l e d o DRAWING NO. XXXOF(IF NOT 2"-SCALE ACCORDINGLY) AT FULL SIZE LINE IS 2 INCHES DESIGNED BY: DRAWN BY: CHECKED BY: SEAL BEACH PUMP STATION REPLACEMENT 3-67 ORANGE COUNTY SANITATION DISTRICT NOT FOR CONSTRUCTION DS3 [May 11, 2022] SCALE: DETAIL 1 -NONE SCALE: DETAIL 2 -NONE SCALE: OCWD WELLS PLAN 1" = 10' 10' 20'0'10' SCALE: 1" = 10' SE A L B E A C H B L V D . ANTICIPATED WELL DETAILS C9010 ---- OCWD MONITORING PLAN PLAN AND DETAILS Nhan Mai - 10/21 Omar Nahhas - 10/21 Amritendu Maji - XX/XX I I I I ----- I / / ---- 0 0 0 [ 0 • • 0 LEE+RO WATER INFRASTRUCTURE ENGINEERS ' ~w~ ~ ,I 1// / 1/, "\.J ..... . ' •,•· ll-(1 -· ~ . --'· ~l!,,,I • ~.: ,. ' ;,'111 ~: L 'IQ ., .. - - II = ~ ~ 17..J ~ • . ~ i,,.Y . ' . . i,., . .. I!;,,. ; .- I!; ~ ,· '~ -----I •. ' is;; It:, lb' -· -~ ·, .. I!. I!. I!. ~ . :, • I!. I!. I!. ~ -·· .. ~--; ~ ,.,. : ... ~ . ~ • 0 OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2265 Agenda Date:5/4/2022 Agenda Item No:5. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: PLANT NO. 2 OXYGEN REACTOR PURGE VALVE AND ACTUATOR ASSEMBLIES REPLACEMENT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order to Integrated Process Technologies for the purchase of four DeZurik 20” 316 SST Oxygen Cleaned Purge Air Control Valves and Limitorque Actuator assemblies for the Plant No. 2 Activated Sludge Plant in an amount not to exceed $200,597; and B. Approve a contingency of $20,059 (10%). BACKGROUND Orange County Sanitation District (OC San) Plant No. 2 operates an Activated Sludge Plant that uses high-purity oxygen. High-purity oxygen is introduced to the sealed vapor space above the biological reactors and mixed into the water and biomass. Combustible gases are created in the biological reactor and can accumulate in the vapor space above the mixed liquid. Safety purge systems are used to prevent an unsafe mixture of gases. The purge systems consist of combustible gas analyzers, valves, and purge fans. When the analyzers detect a high level of combustible gases, the oxygen feed system is stopped, the purge valves open, and the fans are started to purge the vapor space above the biological reactor with air. There are purge air systems to serve both the East and West biological reactors. Each purge air system includes two purge fans and two purge air control valves. RELEVANT STANDARDS ·24/7/365 treatment plant reliability ·Commitment to safety & reducing risk in all operations ·Maintain a proactive asset management program ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard Orange County Sanitation District Printed on 4/27/2022Page 1 of 3 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2022-2265 Agenda Date:5/4/2022 Agenda Item No:5. PROBLEM The Plant No.2 Activated Sludge Plant utilizes four Dezurik/Limitorque purge valve and actuator sets.The purge valves and actuators were installed in 1983,are obsolete,deteriorating,and beyond their useful life. PROPOSED SOLUTION Staff recommends a sole source purchase of four direct replacement Limitorque LT120 MOV actuators and four 20”stainless steel oxygen clean DeZurik high performance butterfly valves from the original equipment manufacturer (OEM)to ensure that the existing purge air system functions in accordance with original design function.The actuator and valve assembly parameters will be factory set by Integrated Process Technologies prior to shipment. TIMING CONCERNS The Activated Sludge Plant at Plant No.2 is a critical facility and without the needed replacements of the purge valves and actuators,the Activated Sludge Plant may be unavailable for an extended period due to the long lead time to procure these components. RAMIFICATIONS OF NOT TAKING ACTION Failure to replace the obsolete valve and actuator assemblies increases the safety risk of the purge air system failing to perform its intended function of purging combustible gases in the Activated Sludge Plant reactors and impacting the operation of Plant No. 2. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Integrated Process Technologies is the OEM for Limitorque and the only authorized distributor within OC San’s geographical region that can configure the valve and actuator sets.A 10%contingency is requested in the event of pricing changes due to tariffs,delays in placing the order,or other unforeseeable changes. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted in the Adopted Budget Update Fiscal Year 2021-2022,Plant No.2 Maintenance,page 44 and the budget is sufficient for the recommended action. Orange County Sanitation District Printed on 4/27/2022Page 2 of 3 powered by Legistar™ File #:2022-2265 Agenda Date:5/4/2022 Agenda Item No:5. Date of Approval Contract Amount Contingency 05/25/2022 $200,597 $20,059 (10%) ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: N/A Orange County Sanitation District Printed on 4/27/2022Page 3 of 3 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2273 Agenda Date:5/4/2022 Agenda Item No:6. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: DIRECT ACCESS ENERGY PURCHASE CONTRACT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve Master Service Agreements with two additional energy service providers: • Constellation NewEnergy and • NRG/Direct Energy; and B. Delegate to the General Manager and Purchasing Manager the authority to enter into Transaction Agreements, in a form approved by General Counsel, with the following energy service providers: • Shell Energy Solutions, or • Constellation NewEnergy, or • NRG/Direct Energy. BACKGROUND In 2009,California Senate Bill 695 established the Direct Access (DA) program, a retail electric service that allows customers to purchase electricity from a competitive provider, called Electric Service Providers (ESP), instead of from a regulated electric utility. The utility delivers the electricity that the customer purchases from the ESP over its distribution system and collects a fee for doing so. An ESP is a non-utility entity that offers electric generation service to customers within the service territory of an electric utility. The California Public Utilities Commission (CPUC) currently lists 20 ESPs for the Southern California Edison service territory, although many of them do not serve large industrial customers. The CPUC sets limits on the number of kilowatt hours a utility is required to accept from other providers. Since 2013, utilities have used a lottery system every six months to allocate their available load to customers who apply for the DA program. If there are more applicants than can be included, the unsuccessful applicants are put on a wait list. The Orange County Sanitation District (OC San) had the opportunity to transfer our major treatment Orange County Sanitation District Printed on 4/26/2022Page 1 of 3 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2022-2273 Agenda Date:5/4/2022 Agenda Item No:6. The Orange County Sanitation District (OC San)had the opportunity to transfer our major treatment plant accounts to the DA program starting in January 2022.OC San was able to transfer our remaining accounts (pump stations and various treatment plant buildings)starting in April 2022. Shell Energy Solutions was awarded a short-term contract as our ESP through June 2022. When the Board approved the DA program participation in December 2021,staff was directed to initiate the procurement of a long-term purchase agreement for continuation of service for Board approval by June 2022.Southern California Edison continues to be paid for delivering the electricity that is provided by the ESP. OC San has been working with Aviva Energy to help with the transition to the DA Program.Aviva Energy is a fiduciary that has helped the Orange County Water District,Irvine Ranch Water District, and many others through similar transitions. RELEVANT STANDARDS ·24/7/365 treatment plant reliability ·Ensure the public’s money is wisely spent PROBLEM The DA program provides an opportunity to reduce OC San’s electricity purchase costs and provide energy supply flexibility.The current DA electricity supply bridge contract expires in June 2022,so a new contract is needed for service from July 2022.The DA electricity market is very dynamic,and costs are currently at higher than normal levels.OC San also has significant electrical opportunity/flexibility with its Central Generation facilities,batteries,natural gas purchasing,and digester gas creation.Different contract types may be advantageous over time and with little notice due to market conditions. PROPOSED SOLUTION Enter into Master Service Agreements with qualified proposers to allow for future flexibility for electricity supply management.Authorize the General Manager and Purchasing Manager to execute individual Transaction Agreements with any of the three proposers,as needed for effective management of OC San energy supply and usage.This will allow staff to adapt to market conditions and more creatively utilize its electrical assets to minimize cost and resilience. TIMING CONCERNS The current electricity supply contract is intended as a short-term transition while a long-term contract can be arranged. The current contract expires at the end of June 2022. RAMIFICATIONS OF NOT TAKING ACTION Another short-term electricity supply contract could be executed,but the terms might be less favorable than a long-term contract would provide. Orange County Sanitation District Printed on 4/26/2022Page 2 of 3 powered by Legistar™ File #:2022-2273 Agenda Date:5/4/2022 Agenda Item No:6. PRIOR COMMITTEE/BOARD ACTIONS December 2021 -Approved Orange County Sanitation District’s participation in the Southern California Edison DA Program,authorized the General Manager to select an energy service provider and execute a DA 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 directed staff to initiate the procurement of a long-term direct access purchase agreement for continuation of service for Board approval by June 30, 2022. ADDITIONAL INFORMATION OC San requested and advertised for requests for qualifications for Long Term Electricity Suppliers on February 25,2022.Statements of Qualifications were received from three energy providers on March 18,2022.The submittals were reviewed for completeness and the proposed forms of contract were reviewed by OC San legal counsel.All three proposers were found responsive and qualified to provide service. In December 2021,the Board of Directors approved entering into a Master Service Agreement with Shell Energy Solutions,which is still in effect.Staff recommends also entering into Master Service Agreements with the other two qualified proposers.This will allow staff to adapt to market conditions and more creatively utilize its electrical assets to minimize cost and resilience,by entering into a Transaction Agreement with any of the successful proposers, as needed. On April 7,2022,the three qualified proposers were requested to submit weekly indicative pricing for electricity supply.To date,Shell Energy Solutions has consistently provided the lowest pricing. Proposers will continue to submit pricing weekly until May 17,2022.OC San will review the pricing to determine the appropriate supplier to execute an initial Transaction Agreement prior to June 30, 2022. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted. In the longer term, staff anticipates lower costs with DA program participation. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Draft Master Service Agreement - Constellation NewEnergy ·Draft Master Service Agreement - NRG/Direct Energy ·Master Service Agreement - Shell Energy Solutions Orange County Sanitation District Printed on 4/26/2022Page 3 of 3 powered by Legistar™ ©2020 Constellation Energy Resources, LLC. All rights reserved. Errors and omissions excepted. |FORM: Siebel – -| Page - 1 - of 6| Printed: xx/xx/xxxx| E12166 | Std. MRESA 2.0_September 2017 MASTER RETAIL ELECTRICITY SUPPLY AGREEMENT This Master Retail Electricity Supply Agreement (“Master Agreement” or “Agreement”) is entered as of , 20 (“Effective Date”) by and between <<NAME>> (“Customer” or “Buyer”) and Constellation NewEnergy, Inc. (“Constellation” or “Seller”). Constellation and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties.” This Master Agreement sets forth the general terms and conditions governing transactions for the purchase and sale of electricity and related products and services to one or more of Customer’s accounts (each an “Account”) as agreed to from time to time (each a “Transaction”). Each Transaction shall be evidenced by a pricing schedule, rider or other form of transaction confirmation (each a “TC” or “Confirmation”). This Master Agreement and each TC executed pursuant hereto shall constitute a single integrated agreement between the Parties (collectively referred to as the “Agreement”). Any conflict between the terms and conditions of this Master Agreement and any TC shall be resolved in favor of the TC. The Parties intend that they are legally bound by the terms of each TC from the moment each Party agrees to those terms, whether via (i) e-mail transmission solely by designated authorized persons listed below under the Parties’ signature, or (ii) a duly executed, written TC. Nothing in this Master Agreement obligates either Party to enter into a TC at any time. 1. Constellation and Customer Obligations. Constellation shall sell and supply, and Customer shall purchase and receive, Customer’s full requirements for electricity for each Account identified in a TC. Constellation, in its sole discretion, may select such sources of energy as it deems appropriate to meet its obligations under the Agreement. Furthermore, Constellation shall enroll each Account with the applicable UDC as being supplied by Constellation and shall take such other actions with the applicable UDC and ISO necessary for Constellation to meets its obligations under the Agreement. “UDC” or “Utility” means the local utility distribution company owning and/or controlling and maintaining the distribution system required for delivery of electricity to an Account. “ISO” means the independent system operator or regional transmission organization responsible for the service territory governing an Account, or any successor or replacement entity. 2. Term of Master Agreement. The term of this Master Agreement will commence on the Effective Date and, unless terminated earlier as provided in this Master Agreement, will continue until terminated by either Party upon 30 days prior written notice to the other; provided any TC will continue to be governed by this Master Agreement until the TC has been separately terminated or expired. Term of TC. The term of each TC (which may also be identified as a Delivery Period) shall commence on or about the date set forth under “Start Date”, and end on or about the date set forth under “End Date” in accordance with the terms of this Master Agreement. The actual Start Date is dependent on the UDC successfully enrolling the Account(s) and furnishing Constellation with all necessary information regarding the Account(s) meter read cycle and meter read date(s). The dates set forth in the TC reflect UDC information available at that time or as otherwise estimated by Constellation. The actual meter read dates may occur on or about the dates set forth in the TC. Constellation will use commercially reasonable efforts to begin service to each Account(s) on the actual meter read date on or about the Start Date set forth in a TC. If Constellation is unable to timely enroll an Account, the Start Date will commence on the next regularly scheduled UDC meter read cycle date following successful enrollment. The End Date will remain the same unless extended for a holdover term. Constellation shall not be liable for any failure to enroll or drop an Account by the Start and End Date due to circumstances beyond its control. 3. Information and Authorization. Customer hereby authorizes Constellation to take such actions it deems necessary to enroll the Account(s) with the UDC as to be served by Constellation and to otherwise meet its obligations under the Agreement. Customer’s signature on a TC or acceptance of terms via e-mail transmission constitutes its written authorization for Constellation to obtain from time to time from the UDC and ISO all current and historical energy billing, usage data and other related information. Customer shall take any actions, execute any documents and provide any information as Constellation reasonably requires. 4. Billing and Payment. Billing. After receiving Customer’s usage for the Accounts, Customer will be billed for electricity usage and related products and services supplied under the Agreement in one of the following ways based on availability and eligibility of Customer’s Account(s), which may change from time to time: (a) Dual Billing: Customer will receive two invoices, one from Constellation for the Electricity Charge and one from the UDC for the amounts payable by Customer for services provided by the UDC (“Delivery Charges”); (b) UDC/Utility Consolidated Billing: Customer will receive one invoice from the UDC that includes both the Electricity Charge and the Delivery Charges; or (c) Constellation Consolidated Billing: Customer will receive one invoice from Constellation that includes both the Electricity Charge and the Delivery Charges. ”Electricity Charge” means the product of (i) the fixed or variable price for electricity, and other related fixed and/or pass through charges for related products and services supplied, as set forth in the TC for each Account; and (ii) the billing units associated with such charges during the applicable period. Taxes. Customer shall pay all federal, state, municipal and local taxes, duties, fees, levies, premiums or other charges imposed by any governmental authority, directly or indirectly, on or with respect to the electricity and related products and services provided under the Constellation ® ©2020 Constellation Energy Resources, LLC. All rights reserved. Errors and omissions excepted. |FORM: Siebel – -| Page - 2 - of 6| Printed: xx/xx/xxxx| E12166 | Std. MRESA 2.0_September 2017 Agreement, including any taxes enacted after the Effective Date (collectively, “Taxes”). Constellation will apply all appropriate Taxes unless and until Customer provides a valid certification of tax exempt status. Each Party shall indemnify, defend and hold harmless the other Party from and against any Taxes for which the indemnifying Party is responsible. All Taxes invoiced to Customer under the Agreement will be included on the invoice or in the applicable fixed price as allowed by Law. Estimates. Constellation’s ability to invoice Customer is dependent on the UDC’s or ISO’s ability to timely furnish Constellation with all necessary information, including Customer’s metered usage. When there is a delay in receiving information from the UDC, ISO and/or other third parties, Constellation will, to the extent necessary, estimate charges and credits for a billing period and reconcile such estimates against actual charges and credits in a future invoice(s). Each invoice is also subject to adjustment for errors in arithmetic, computation, meter readings or other errors. Interest shall not accrue on such adjustments. For charges based on metered usage, if an Account is not equipped with meters that provide an hourly reading, Constellation will use either applicable load profiles provided by the UDC or, in their absence, an otherwise reasonable allocation method. Payment. Constellation’s invoices will be sent to Customer in accordance with Constellation’s normal billing cycle, as adjusted from time to time consistent with the applicable UDC’s meter read dates. The invoices will state any applicable Electricity Charge, Delivery Charges, Taxes and other amounts related to the purchase and delivery of electricity. Constellation’s invoices are due and payable on the 20th day after the invoice date, or such other date as required by Law or as set forth in a TC (“Payment Date”) without offset or reduction of any kind to the address on the invoice. If Customer disputes any invoice amount, Customer shall nonetheless pay the entire invoice amount when due. Upon resolution of a dispute, Constellation shall pay any agreed-to refund to Customer. Invoices not paid on or before the Payment Date will accrue interest daily on outstanding amounts from the Payment Date until paid in full, at the lesser of 1.5% per month or the highest rate permitted by Law. All invoices (including adjustments thereto) are conclusively presumed final and accurate unless such invoices are objected to by either Party in writing, including adequate explanation and/or documentation, within 24 months after the date such invoice was rendered, provided however, Constellation may rebill based on post-period audits or adjustments made by the ISO, UDC, or other governmental authority, commission or agency with jurisdiction in the state in which the Accounts are located. 5. Holdover. If following termination or expiration of a TC (whether in whole or in part), for any reason, some or all of the Accounts remain designated by the UDC as being supplied by Constellation, Constellation may continue to serve such Account(s) on a month-to-month holdover basis. During such holdover term, Constellation will calculate Customer’s invoice as follows: (Each Account’s metered usage, as adjusted by the applicable line loss factor(s)) times (the applicable ISO-published Real Time or Day Ahead Locational Based Marginal Price (“LMP”) identified in each TC + the $/kWh holdover fee set forth in each TC) + (a pass through of all costs and charges incurred by Constellation for the retail supply of electricity to Customer) + Taxes. This Master Agreement will continue to govern the service of such Account(s) during such holdover term. Either Party may terminate the holdover term at any time within its discretion at which time Constellation will drop each Account as of the next possible meter read date to the then-applicable tariff service, whether default service or otherwise. 6. Adequate Assurance. If Constellation has reasonable grounds: (i) to believe that Customer’s creditworthiness has become unsatisfactory; or (ii) for insecurity with respect to Customer’s performance under the Agreement, Constellation may demand, in writing, adequate assurance of future performance from Customer in a form, in an amount, from an issuer, and for a term, all as reasonably satisfactory to Constellation (“Adequate Assurance”). To satisfy a demand, Customer shall provide Adequate Assurance to Constellation within 3 Business Days of the date of the written demand. “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday and shall open at 8:00 a.m. and close at 5:00 p.m. Eastern Prevailing Time. 7. Event of Default. An "Event of Default" means any one of the following: (a) Customer’s failure to make, when due, any payment required under the Agreement if not paid within 5 Business Days (or such longer period required by applicable Law) following written notice to Customer that a payment is past due; (b) any representation or warranty made by a Party in the Agreement is false or misleading in any material respect when made or ceases to remain true in all material respects during the term of the Agreement, if not cured within 5 Business Days after written notice from the other Party; (c) Customer fails to provide Adequate Assurance as provided in the Agreement; (d) the failure by a Party to perform any material obligation set forth in the Agreement (other than the events that are otherwise specifically covered as a separate Event of Default hereunder) where such failure is not cured within 5 Business Days after receipt of written notice thereof; (e) either Party terminates the Agreement and/or any TC (or service to certain Account(s) under a TC) before the End Date of an effective TC for any reason other than Force Majeure or for a termination resulting from an Event of Default committed by the other Party; or (f) a Party: (i) makes an assignment or any general arrangement for the benefit of creditors; (ii) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed for it or any substantial portion of its property or assets (iii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law for the protection of creditors, or has such petition filed against it; (iv) otherwise becomes bankrupt or insolvent (however evidenced); (v) is unable to pay its debts as they fall due; or (vi) is dissolved (other than pursuant to a consolidation, amalgamation or merger). 8. Remedies Upon Event of Default. If an Event of Default occurs with respect to a Party (the “Defaulting Party”), the other Party (the “Non- Defaulting Party”) may in addition to all remedies available to it at Law or in equity, in its discretion, at any time, (A) (i) suspend any deliveries hereunder and/or (ii) terminate the Agreement in whole or solely with respect to those Accounts adversely affected by such Event of Default, upon written notice to the Defaulting Party setting forth the effective date of termination (the “Early Termination Date”) and/or (B) calculate a termination payment in good faith as described below. The Early Termination Date for any Accounts located in New York shall be no less than 15 calendar days from the date of written notice of termination and for any Accounts located in New Jersey shall be no less than 30 calendar ©2020 Constellation Energy Resources, LLC. All rights reserved. Errors and omissions excepted. |FORM: Siebel – -| Page - 3 - of 6| Printed: xx/xx/xxxx| E12166 | Std. MRESA 2.0_September 2017 days from the date of written notice of termination. The Non-Defaulting Party will in good faith calculate a termination payment. The Defaulting Party shall pay such termination payment together with any other amounts due as of such date to the Non-Defaulting Party within 3 Business Days of receipt of notice of the amount of the termination payment. The Parties acknowledge and agree that any termination payment under the Agreement constitutes a reasonable approximation of harm or loss, and is not a penalty or punitive in any respect. If Customer’s property associated with an Account receiving electricity supply hereunder is closed, vacated, sold or otherwise disposed of by Customer, then either Party may terminate the TC with respect to such Account upon 30 days written notice to the other Party, in which event Customer shall make a termination payment to Constellation calculated in accordance with the next paragraph of this Section 8. If Customer is the Defaulting Party, the termination payment shall be equal to the sum of: (i) the positive difference, if any, between the Energy Price or Retail Service Price set forth in the applicable TC and the Market Price, multiplied by the estimated undelivered volume of electricity which Customer would consume from the Early Termination Date through the original term of the TC, as reasonably calculated by Constellation; (ii) Constellation’s Costs; and (iii) any unpaid amounts due from Customer to Constellation. If Constellation is the Defaulting Party, the termination payment shall be equal to the sum of: (i) the positive difference, if any, between the Market Price and the Energy Price or Retail Service Price set forth in the applicable TC, multiplied by the estimated undelivered volume of electricity which Customer would consume from the Early Termination Date through the original term of the TC, as reasonably calculated by Customer; (ii) Customer’s Costs; minus (iii) any unpaid amounts due from Customer to Constellation. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred by such Party as a result of the Event of Default. The “Market Price” shall be the price of electricity and services as of the Early Termination Date under terms substantially similar to those of the applicable terminated TC. The Non-Defaulting Party may determine the Market Price of a terminated transaction by reference to information either available to it internally or supplied by one or more third parties. The Non-Defaulting Party shall not be required to enter into a replacement transaction in order to determine or be entitled to a termination payment. Except for any unpaid amounts due prior to the Early Termination Date, no termination payment shall be owed by the Non-Defaulting Party to the Defaulting Party. 9. Change in Law. Constellation may pass through or allocate, as the case may be, to Customer any increase or decrease in Constellation’s costs related to the electricity and related products and services sold to Customer that results from the implementation of new, or changes (including changes to formula rate calculations) to existing, Laws, or other requirements or changes in administration or interpretation of Laws or other requirements. “Law” means any law, rule, regulation, ordinance, statute, judicial decision, administrative order, ISO business practices or protocol, UDC or ISO tariff, rule of any commission or agency with jurisdiction in the state in which the Accounts are located. Such additional amounts will be included in subsequent invoices to Customer. 10. Representations and Warranties. Each Party warrants and represents to the other (now and deemed repeated by each Party on each date on which a TC is executed and delivered) that: (i) it is duly organized, validly operating and in good standing under the Laws of the jurisdiction of its formation; (ii) it is authorized and qualified to do business in the jurisdictions necessary to perform under the Agreement; (iii) execution, delivery and performance of the Agreement are duly authorized and do not violate any governing documents or any of its contracts or any applicable Law; (iv) there is no material event(s) or agreement(s) which would impair that Party’s right, authority or ability to execute the Agreement and otherwise perform under the Agreement; and (v) it has the knowledge and experience to evaluate the merits and risks associated with the Agreement. Furthermore, Customer warrants, represents and covenants that: (i) the data given and representations made concerning its Account(s) are true and correct; (ii) it is entering into the Agreement to purchase its energy requirements only and not for speculative or resale purposes; and that the energy purchased under the Agreement will be consumed at the facilities to which the Account(s) relate; and (iii) it is the party of record of the Account(s), or if it is not the party of record, it has the authority to enter into and bind the party of record to the Agreement. If Customer is a Governmental Entity, Customer represents and warrants that it has complied with all applicable bidding and procurement laws in awarding this Agreement and any TC hereunder, and covenants: (i) it will not claim immunity on the grounds of sovereignty or similar grounds from enforcement of the Agreement; and (ii) it will obtain all necessary budgetary approvals, appropriations and funding for all of its obligations under the Agreement, the failure of which shall not be an excuse for Governmental Entity’s performance or failure to perform hereunder and upon request will provide proof of such authority. “Governmental Entity” means a municipality, county, governmental board or department, commission, agency, bureau, administrative body, joint action agency, court or other similar political subdivision (including a public school district or special purpose district or authority), or public entity or instrumentality of the United States or one or more states. 11. Force Majeure. Notwithstanding any other provision of the Agreement, if a Party is unable to carry out any obligation under the Agreement due to a Force Majeure (other than a payment obligation, which shall not be excused for Force Majeure), the Agreement will remain in effect but such obligation will be suspended for the duration of the Force Majeure, provided: (i) the claiming Party notifies the other Party as soon as possible in writing of the particulars of the Force Majeure; (ii) suspension of performance is of no greater scope and duration than required by the Force Majeure; and (iii) the claiming Party uses commercially reasonable efforts to remedy its inability to perform. If the Force Majeure continues for a period of 30 days or more, or where it is impossible or impracticable for the claiming Party to carry out any obligation under the Agreement due to the Force Majeure either Party may terminate the Agreement with respect to the Accounts adversely affected by the Force Majeure upon 15 days prior written notice. “Force Majeure” means an event not within the reasonable control of the Party claiming Force Majeure and that by the exercise of due diligence, such Party is unable to prevent or overcome in a commercially reasonable manner. Force ©2020 Constellation Energy Resources, LLC. All rights reserved. Errors and omissions excepted. |FORM: Siebel – -| Page - 4 - of 6| Printed: xx/xx/xxxx| E12166 | Std. MRESA 2.0_September 2017 Majeure includes, but is not limited to, acts of God; fire; war; terrorism; flood; earthquake; civil disturbance; sabotage; facility failure; strike; curtailment, disruption or interruption of distribution, transmission, or supply; declaration of emergency by the UDC or ISO; regulatory, administrative, or legislative action, or action or restraint by court order or governmental authority; or any act or omission of a third party not under the control of either Party. Force Majeure shall not include loss or failure of either Party’s markets or supplies. 12. Limitations. Notwithstanding any other provision of the Agreement to the contrary, neither Party nor their respective officers, directors, shareholders, associates, employees, agents, representatives, successors and assigns, shall be liable to the other Party for any consequential, exemplary, special, incidental, or punitive damages (including, without limitation, lost opportunities or lost profits) not contemplated by Section 8 above which are connected with or resulting from claims, losses, expenses (including reasonable attorneys’ fees and court costs), damages, demands, judgments, causes of action or suits of any kind, arising out of, or in connection with, the performance or non-performance of a Party’s obligations under the Agreement (“Claims”). The entire liability of each Party for any and all Claims will be limited to direct actual damages only as calculated pursuant to Section 8 above, subject in all cases to an affirmative obligation of each Party to mitigate its damages. Customer acknowledges and agrees that title passes from Constellation to Customer at the ISO/UDC interconnect, the UDC and ISO are exclusively responsible for the energy transmission and delivery system, that Constellation has no independent control over their systems and will have no liability for any of their acts or omissions. 13. DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO WARRANTY, DUTY, OR REMEDY, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, IS GIVEN OR INTENDED TO ARISE OUT OF THE AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, AND CONSTELLATION SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 14. Waiver and Severability. Failure to provide notice of, or object to, any default under the Agreement will not operate or be construed as a waiver of any future default, whether like or different in character. If any portion of the Agreement, or application thereof to any person or circumstance, is held legally invalid, the remainder will not be affected and will be valid and enforced to the fullest extent permitted by law and equity, and there will be deemed substituted for the invalid provisions such provisions as will most nearly carry out the mutual intent of the Parties as expressed in the Agreement to the fullest extent permitted by applicable Law; provided, however, that this severability provision will not be applicable if any provision of Sections 7 and 8 of this Master Agreement (or any definition or provision in the Agreement to the extent it relates to, or is used in connection with, such sections) is held invalid or unenforceable. 15. Assignment. Customer may assign all its rights and obligations under the Agreement; provided (A) it gives Constellation 45 days prior written notice of its intent to do so; (B) the assignee satisfies in full Constellation’s credit requirements; (C) the assignee assumes in writing all of Customer’s obligations under the Agreement; and (D) Customer continues to be liable for performance, including payment for goods and services received, prior to the assignment date. Constellation may assign, sell, pledge, transfer, or encumber any of its rights and obligations under the Agreement or the accounts, revenues, or proceeds hereof to any: (A) bank, insurer, or other financial institution; (B) person or entity (i) succeeding to all or substantially all of Constellation’s assets or business or the division or region of Constellation to which the Agreement relates or (ii) into which Constellation is merged or otherwise combined or reorganized; provided (with respect to this clause (B)) the succeeding entity agrees to be bound to the Agreement; or (C) affiliate. 16. Confidentiality. Each Party agrees to keep all terms of the Agreement and related communications (including pricing) confidential to the extent not otherwise publicly available and not to disclose them to any third parties without the prior written consent of the other Party, except as otherwise required by Law. Each Party may disclose such information to its affiliates and to its affiliates’ employees, agents, advisors, and on a need to know basis to its independent contractors, provided each such recipient agrees to hold such information in confidence. Constellation may disclose information regarding Customer to third parties that are representing Customer in the purchase of energy or related services. Furthermore, Constellation may make such other disclosures to third parties, including aggregate consumption data, provided they cannot be reasonably expected to specifically identify Customer. If disclosure of confidential information is sought through a court, or a state or federal regulatory agency or other legal compulsion, the Party receiving such request will notify the other Party immediately to afford it the opportunity to oppose such disclosure via a protective order or other relief as may be available and will provide reasonable support. 17. Choice of Law, Venue, Attorney Fees and Expenses. The Agreement will be governed and interpreted in accordance with the laws of the state in which such Account is located (provided that the governing jurisdiction shall be deemed to be the State of New York if the matter at issue involves Accounts or matters in more than one state), without giving effect to conflict of law principles. Any controversy or claim arising from or relating to the Agreement will be settled in accordance with the express terms of the Agreement by a court located in the governing jurisdiction (and each Party hereto waives any right to object to venue in this regard). TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OR TO INITIATE OR BECOME A PARTY TO ANY CLASS ACTION CLAIMS IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT. If either Party pursues court action to enforce its rights under the Agreement, the non-prevailing Party shall promptly reimburse the prevailing Party for all its reasonable attorney fees, expenses and costs. 18. Notices. To be effective, all notices must be in writing delivered by hand, by certified mail return receipt requested, or by first class mail, or express carrier to the addresses provided in the TC. Notice by hand delivery shall be effective on the delivery date. All other notices shall be ©2020 Constellation Energy Resources, LLC. All rights reserved. Errors and omissions excepted. |FORM: Siebel – -| Page - 5 - of 6| Printed: xx/xx/xxxx| E12166 | Std. MRESA 2.0_September 2017 effective on the delivery date or the date delivery is attempted. A Party may change its address by providing notice of such change in accordance herewith. An authorized person may also name other authorized persons via email. 19. Miscellaneous. The Agreement embodies the Parties’ entire agreement and understanding, supersedes all prior agreements and understandings (whether written or oral) regarding the subject matter of the Agreement, and may not be contradicted by any prior or contemporaneous oral or written agreement. A facsimile or e-mailed copy of either Party’s signature will be considered an original for all purposes under the Agreement, and each Party will provide its original signature upon request. Each Party authorizes the other Party to affix an ink or digital stamp of its signature to this Master Agreement and any TC, and agrees to be bound by a document executed in such a manner. No amendment or edits to the Agreement, including the TC(s) or any purchase orders, will be valid or given any effect unless signed by both Parties. The applicable provisions of the Agreement will continue in effect after termination or expiration hereof to the extent necessary, including but not limited to providing for final billing, billing adjustments and payments, limitations of liability, the forum and manner of dispute resolution. The section headings used in this Master Agreement are for reference purposes only and will in no way affect the meaning of the provisions of this Master Agreement. The Parties acknowledge that any document generated by the Parties with respect to the Agreement, including the Agreement, may be imaged and stored electronically and such imaged documents may be introduced as evidence in any proceeding as if such were original business records and neither Party shall contest their admissibility as evidence in any proceeding. The rights, powers, remedies and privileges provided in the Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by Law. Constellation shall have the right to set-off and net against any amounts owed to it under the Agreement, including without limitation any termination payment, any amounts owed by Constellation to Customer under the Agreement or any other agreement between the Parties, including without limitation any Adequate Assurance. Except for Section 12 above, no third party will have any rights under the Agreement whatsoever and Customer will be fully responsible for any compensation owing any third party representing Customer in connection with the Agreement and will indemnify, defend and hold Constellation harmless from all related Claims. Customer further authorizes Constellation to utilize Customer’s name for publicity and marketing purposes. 20. Affirmation; Acknowledgements. Customer affirms that it has read the Agreement in its entirety and agrees to the terms and conditions contained herein. Any ambiguity or question of intent or interpretation under the Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of the Agreement. The Parties acknowledge and agree that: (i) Constellation is an independent contractor under the Agreement and except as otherwise explicitly provided in the Agreement, neither Party has the authority to execute documents that purport to bind the other, and nothing in the Agreement will be construed to constitute a joint venture, fiduciary relationship, partnership or other joint undertaking; (ii) the Agreement and TCs entered into hereunder will constitute “forward contracts” under the U.S. Bankruptcy Code, as amended, the rights of the Parties under Section 8 above will constitute contractual rights to liquidate them, and the Parties are entities entitled to the rights and protections afforded to “forward contracts” by the U.S. Bankruptcy Code; (iii) Constellation is not Customer’s consultant or advisor for any purpose including advice regarding the value or advisability of trading in “commodity interests” as defined in the Commodity Exchange Act, 7 U.S.C. §§ 1-25, et seq., as amended (“CEA”), including futures contracts and commodity options or any other activity which would cause Constellation or any of its affiliates to be considered a commodity trading advisor under the CEA; and (iv) Customer is making its own decisions based solely upon its own analysis and the advice of its own advisors, if any. *Signature page to follow* ©2020 Constellation Energy Resources, LLC. All rights reserved. Errors and omissions excepted. |FORM: Siebel – -| Page - 6 - of 6| Printed: xx/xx/xxxx| E12166 | Std. MRESA 2.0_September 2017 IN WITNESS WHERE OF, the Parties have executed this Master Agreement through their duly authorized representatives as of the Effective Date. Constellation NewEnergy, Inc. Signature: Printed Name: Title: Date: Customer: Signature: Printed Name: Title: Date: Address: Phone: Facsimile: Customer Authorized Persons: Printed Name: Title: email: Phone: Constellation Authorized Persons: Commodities Management Group: 1-800-243-2113; cmg@constellation.com Transaction Group: #emailtransactions@constellation.com Notices for Constellation entities: Address: 1001 Louisiana Street Constellation Suite 2300 Houston, TX 77002 Phone: (844)-6-ENERGY Facsimile: Page 1 of 8 This Commodity Master Agreement ("CMA") among Direct Energy Business, LLC, Direct Energy Business Marketing, LLC d/b/aDirect Energy Business, (collectively "Seller"), each a Delaware limited liability company, and Orange County Sanitation District("Buyer" or "Customer") (each a "Party" and collectively, the "Parties") is entered into and effective as of March 21, 2022. Line 1. Transactions: The terms of this CMA apply to all enduse sales of electric power and/or natural gas as applicable (each a“Commodity” and collectively, the “Commodities”), by the applicable Seller to Buyer (each sale a “Transaction”) which will bememorialized in a transaction confirmation signed by both Parties (each a “Transaction Confirmation”). Each Transaction Confirmationshall set forth the Seller party providing service to Customer for such Transaction. This CMA, any amendments to this CMA and relatedTransaction Confirmation(s) (together, a single integrated, “Agreement”) is the entire understanding between Parties with respect tothe Commodities and supersedes all other communication and prior writings with respect thereto; no oral statements are effective.2. Performance: Buyer is obligated to purchase and receive, and Seller is obligated to sell and provide, the Contract Quantity ofCommodity specified in a Transaction Confirmation. Buyer will only use the Commodity at the listed Service Locations in the applicableTransaction Confirmation and will not resell the Commodity.3. Term: The Delivery Period and any Renewal Term are set forth in the applicable Transaction Confirmation. This CMA shall remain ineffect until terminated by either Party pursuant to Section 14 or as otherwise terminated by either Party for convenience upon at least30 days’ prior written notice; provided, however, that this CMA will remain in effect with respect to Transactions entered into prior to theeffective date of the termination until both Parties have fulfilled all outstanding obligations.4. Purchase Price: Buyer will pay the Purchase Price stated in each Transaction Confirmation, subject to Sections 5 and 10. If thePurchase Price incorporates an index and the index is not announced or published on any day for any reason or if the Sellerreasonably determines that a material change in the formula for or the method of determining the Purchase Price has occurred, thenthe Parties will use a commercially reasonable replacement price calculated by the Seller.5. Changes to Purchase Price: In the event there is a change to any tariff, law, order, rule, tax, regulation, transmission rate, or anyLDC, EDC or ISO changes to supplier obligations to serve, which increase Seller’s costs, the Purchase Price may be adjusted by Sellerto include such costs.6. Billing and Payment: Seller will invoice Buyer for the Actual Quantity of Commodity and for any other amounts for which Buyer isresponsible under this Agreement. Except as otherwise set forth herein, payment is due within days of the date of the invoice. If Sellercannot verify the Actual Quantity at the time an invoice is issued, Seller will estimate the Actual Quantity. Seller will adjust Buyer’saccount following (i) confirmation of the Actual Quantity, (ii) any Utility adjustment or (iii) any other corrections or adjustments,including adjustments to, or recalculation of Taxes. Buyer will pay interest on late payments for any amount due under this Agreementat % per month or, if lower, the maximum rate permitted by law (“Interest Rate”). Buyer is also responsible for all costs and fees,including reasonable attorney’s fees, incurred in collecting any amounts owed to Seller and any fee charged to Seller for insufficientfunds of Buyer. “Actual Quantity” means the actual quantity of Commodity that is either delivered or metered, as applicable, to Buyer'saccount. “Utility” means a state regulated entity engaged in the distribution of the applicable Commodity.7. Taxes: The Purchase Price does not include Taxes that are or may be the responsibility of the Buyer, unless such inclusion isrequired by law. Buyer will reimburse Seller for any Taxes that Seller is required to collect and pay on Buyer’s behalf and will indemnify,defend and hold Seller harmless from any liability against all Taxes for which Buyer is responsible. Buyer must provide Seller with anyapplicable Tax exemption documentation and Buyer will be liable for any Taxes assessed against Seller because of Buyer’s failure totimely provide or properly complete any such documentation. “Taxes” means all applicable federal, state and local taxes, including anyassociated penalties and interest and any new taxes imposed in the future during the term of this Agreement. Liabilities imposed in thisSection will survive the termination or expiration of this Agreement.8. Disputes: If either Party in good faith disputes amounts owed hereunder, the disputing Party will contact the nondisputing Party inwriting and pay the undisputed amount by the payment due date. The Parties will have 15 Business Days to negotiate a resolution. Ifsuch dispute is not resolved, the disputing Party will pay the balance of the original invoice and either Party may exercise any remedyavailable to it at law or equity. “Business Day” means any day on which banks are open for commercial business in New York, NewYork; any reference to “day(s)” means calendar days.9. Title and Risk of Loss: Title to, possession of and risk of loss to the Commodity will pass to Buyer at the Delivery Point specified inthe applicable Transaction Confirmation.10. Material Deviation: Seller may in its sole discretion pass through to Buyer any losses and/or costs incurred by Seller related to adeviation of +/25% from Contract Quantity (or, as applicable, estimated Contract Quantities) stated in the applicable TransactionConfirmation (which is not caused by weather).11. Force Majeure: Other than payment obligations, a Party claiming Force Majeure will be excused from its obligations under Section2 only if it provides prompt notice of the Force Majeure, uses due diligence to remove its cause and resumes performance as promptlyas reasonably possible. During a Force Majeure, Buyer will not be excused from its responsibility to pay for Balancing Charges norfrom its responsibility to pay for Commodity received. “Force Majeure” means a material, unavoidable occurrence beyond a Party’scontrol, and does not include inability to pay, an increase or decrease in Taxes or the cost of Commodity, the economic hardships of aParty, the full or partial closure of Buyer’s facilities, unless such closure itself is due to Force Majeure.12. Financial Responsibility: Seller’s entry into this Agreement and each Transaction is conditioned on Buyer, its parent, anyguarantor or any successor maintaining its creditworthiness during the Delivery Period and any Renewal Term. When Seller has •! Direct Energy ■• Business Page 2 of 8 reasonable grounds for insecurity regarding Buyer’s ability or willingness to perform all of its outstanding obligations under anyagreement between the Parties, Seller may require Buyer to provide adequate assurance, which may include, in the Seller’s discretion,security in the form of cash deposits, prepayments, letters of credit or other guaranty of payment or performance (“Credit Assurance”).13. Default: “Default” means: (i) failure of either Party to make payment by the applicable due date and the payment is not made withinBusiness Days of a written demand; (ii) failure of Buyer to provide Credit Assurance within Business Days of Seller’s demand; (iii) anyrepresentation or warranty made by a Party in this Agreement proves to have been false or misleading in any material respect whenmade or ceases to remain true and such breach is not cured within 15 Business Days after written notice; (iv) a secured party hastaken possession of all or any substantial portion of its assets or is dissolved or has a resolution passed for its windingup, officialmanagement or liquidation (other than pursuant to a consolidation or merger; (v) failure of a Party to fulfill any of its obligations in thisAgreement (except as otherwise provided in subsections (i), (ii) (iii) and (iv) hereof) and such failure is not cured within 15 BusinessDays after written notice; provided that no cure period or demand for cure applies to an early termination of a Transaction Confirmationby Buyer or under Section 15(A)(iii).14. Remedies: In the event of a Default, the nondefaulting Party may: (i) withhold any payments or suspend performance; (ii) accelerate any amounts owing between the Parties and terminate any Transactions and/or this Agreement between the Parties and/ortheir affiliates; (iii) calculate a settlement amount by calculating all amounts due to Seller for Actual Quantity and the Closeout Valuefor each Transaction being terminated; and/or (iv) net or aggregate all settlement amounts and all other amounts owing between theParties and their affiliates under this Agreement and other energyrelated agreements between them and their affiliates, whether or notdue and whether or not subject to any contingencies, plus costs, into one single amount (“Net Settlement Amount”). Any NetSettlement Amount due from the defaulting Party to the nondefaulting Party will be paid within 3 Business Days of written notice fromthe nondefaulting Party. Interest on any unpaid portion of the Net Settlement Amount will accrue daily at the Interest Rate. “CloseoutValue” is the sum of (a) the amount due to the nondefaulting Party regarding the Contract Quantities (or, as applicable, estimatedContract Quantities) remaining to be delivered as stated in the applicable Transaction Confirmation(s) during the Delivery Period or, ifapplicable, the current Renewal Term, calculated by determining the difference between the Purchase Price and the Market Price forsuch quantities; and (b) without duplication, any net losses or costs incurred by the nondefaulting Party for terminating theTransaction(s), including costs of obtaining, maintaining and/or liquidating commercially reasonable hedges, Balancing Chargesand/or transaction costs. “Market Price” means the price for similar quantities of Commodity at the Delivery Point during the DeliveryPeriod or Renewal Term. For purposes of determining Closeout Value, Market Price may be established by Seller through informationavailable to Seller internally or through third parties. The Parties agree that Closeout Value constitutes a reasonable approximation ofdamages and is not a penalty or punitive in any respect. Physical liquidation of a Transaction or entering into a replacementtransaction is not required to determine Closeout Value or Net Settlement Amount. The defaulting Party is responsible for all costsand fees incurred for collection of Net Settlement Amount, including, reasonable attorney’s fees and expert witness fees.15. Representations, Warranties and Covenants: Each of the following are deemed to be repeated each time a Transaction isentered into and during the Delivery Period and any Renewal Period: A. Each Party represents that: (i) it is duly organized, validlyexisting and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in thosejurisdictions necessary to perform to this Agreement; (ii) the execution of this Agreement is within its powers, has been duly authorizedand does not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any law applicableto it; and (iii) there are no bankruptcy, insolvency, reorganization, receivership or other similar proceedings pending or beingcontemplated by it, its parent or guarantor or to its knowledge, threatened against it, its parent or guarantor. B. Buyer represents,warrants and covenants that: (i) it is not a residential customer; (ii) execution of this Agreement initiates enrollment and service for theDelivery Period and any Renewal Term; (iii) if it is the person or entity executing this Agreement is doing so in its capacity as an agent,such Party represents and warrants that it has the authority to bind the principal to all the provisions contained herein and agrees toprovide Seller true, correct and complete documentation of such agency relationship, and (iv) (a) it has and will provide, to Seller, allinformation reasonably required to substantiate its usage requirements; (b) acceptance of this Agreement constitutes an authorizationfor release of such usage information; (c) it will assist Seller in taking all actions necessary to effectuate Transactions, includingproviding an authorization form permitting Seller to obtain its usage information; and (d) the usage information provided is true andaccurate as of the date furnished and as of the effective date of the Agreement. C. Each Party acknowledges that: (i) this Agreement isa forward contract and a master netting agreement as defined in the United States Bankruptcy Code (“Code”); (ii) this Agreement shallnot be construed as creating an association, trust, partnership, or joint venture in any way between the Parties, nor as creating anyrelationship between the Parties other than that of independent contractors for the sale and purchase of Commodity; (iii) Seller is not a“utility” or an “energy generation facility” as defined in the Code; (iv) Commodity supply will be provided by Seller under thisAgreement, but delivery will be provided by Buyer’s Utility; (v) Seller does not own or operate transmission and distribution systemsthrough which the Commodity is delivered to Buyer, and Seller is not liable for any damages or Losses associated with suchtransmission or distribution systems; and (vi) Buyer’s Utility, and not Seller, is responsible for responding to leaks or emergenciesshould they occur. D. Seller warrants that (i) it has good title to Commodity delivered, (ii) it has the right to sell the Commodity, and (iii)the Commodity as delivered will be free from all royalties, liens, encumbrances, and claims. EXCEPT AS EXPRESSLY SET FORTHIN THIS SECTION, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITYOR FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.16. Confidentiality: Buyer will not disclose the terms of this Agreement, without prior written consent of the Seller, to any third party,other than Buyer's employees, affiliates, agents, auditors and counsel who are bound by substantially similar confidentialityobligations, trading exchanges, governmental authorities, courts, adjudicatory proceedings, pricing indices, and credit ratingsagencies; provided that if Buyer receives a demand for disclosure pursuant to court order or other proceeding, it will first notify Seller, tothe extent practicable, before making the disclosure. Page 3 of 8 17. Indemnification; Limitation of Liability: A. Buyer will be responsible for and shall indemnify Seller against all losses, costs andexpenses, including court costs and reasonable attorney’s fees, arising out of claims for personal injury, including death, or propertydamage from the Commodity or other charges (collectively, “Losses”) which attach after title passes to Buyer. B. Seller will beresponsible for and indemnify Buyer against any Losses which attach before title passes to Buyer. C. NEITHER PARTY WILL BELIABLE TO THE OTHER UNDER THIS AGREEMENT FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, LOSTPROFITS OR SPECIFIC PERFORMANCE.Other: (A) The Agreement, and any dispute arising hereunder, is governed by the law of the state in which the Service Locations are located, without regard to any conflict of rules doctrine. (B) Each Party waives its right to a jury trial regarding any litigation arising from this Agreement. (C) No delay or failure by a Party to exercise any right or remedy to which it may become entitled under this Agreement will constitute a waiver of that right or remedy (D) Any notice or waiver including without limitation any termination or disconnection notice, shall be provided in writing and, if sent to Seller, a copy delivered to: Direct Energy Business, Attn: Customer Services Manager, 1001 Liberty Avenue, Pittsburgh, PA 15222, Phone: (888) 9259115; Fax: (866) 4210257; Email: CustomerRelations@NRG.com. Notice sent by electronic means shall be deemed to have been received by the close of the Business Day on which it was transmitted, or such earlier time as is confirmed by the receiving Party. Notice delivered by overnight courier shall be deemed to have been received on the Business Day after it was sent, or such earlier time as is confirmed by the receiving Party. Notice delivered by first class mail (postage prepaid) shall be deemed to have been received at the end of the third Business Day after the date of mailing. (E) No amendment to this Agreement will be enforceable unless reduced to writing and executed by both Parties. (F) Seller may pledge, encumber or assign this Agreement or the accounts, revenues and proceeds thereof without Buyer’s consent. Buyer may not assign this Agreement without Seller’s consent not to be unreasonably withheld. (G) This Agreement may be executed in separate counterparts by the Parties, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument. (H) Any capitalized terms not defined in this CMA are defined in the Transaction Confirmation or shall have the meaning set forth in the applicable Utility rules, tariffs or other governmental regulations, or if not defined therein then it shall have the generally accepted meaning customarily attributed to it in the natural gas or electricity generation industries, as applicable. (I) Any document generated by the Parties with respect to the Agreement, including the Agreement, may be imaged and stored electronically and may be introduced as evidence in any proceeding as if it were an original business record and shall not be contested by either party as admissible evidence. (J) Where multiple parties are Party to this Agreement with Seller and are represented by the same agent, this Agreement will constitute a separate agreement with each such Party, as if each such Party executed a separate Agreement, and that no such Party shall have any liability under this document for the obligations of any other Parties. (K) If a conflict arises between the terms of this CMA and a Transaction Confirmation, the Transaction Confirmation will control with respect to that particular Transaction. (L) If a broker or agent has been involved in any Transaction, such broker is an agent of Buyer only and not an agent of Seller. IN WITNESS WHEREOF, this CMA is entered into and effective as of the date written above. Buyer:Orange County Sanitation District Seller:Direct Energy Business, LLC Direct Energy Business Marketing, LLC By:\vlcSignHere1\ By: Name:\vlcFullName1\ Name: Title: Title: Date:\vlcSignDate1\ Date: INTERNAL USE ONLY: BOLT ID: SFDC ID: TCPower Template FLAT CAISO w/New DR Version 14 Page 4 of 8 Direct Energy Business, LLC 1001 Liberty Avenue Pittsburgh, PA 15222 1.888.925.9115 www.directenergy.com Date: March 21, 2022 Product Code: CAISO_DA_Index_CA Contract ID: CUSTOMER INFORMATION Customer Name: Orange County Sanitation District Billing Contact: Contact Name: 3rd Party Bill Pay: Address: 10844 Ellis Ave, Fountain Valley, CA, 927087018 Billing Address: Telephone: Telephone: Fax: Fax: Email: Email: ELECTRICITY TRANSACTION CONFIRMATION California Day Ahead Index with Purchasing Options This Transaction Confirmation confirms the terms of the Electricity Transaction entered into between Direct Energy Business, LLC (“Seller”), and the customer above (“Buyer” or “Customer”) pursuant to the terms of the Commodity Master Agreement between Customer and Seller and/or Seller’s affiliate Direct Energy Business Marketing, LLC, d/b/a Direct Energy Business dated ______________,_____, as may be amended (the "CMA"). If the referenced CMA is between Customer and Direct Energy Business Marketing, LLC, d/b/a Direct Energy Business, Customer and Seller agree that this Transaction Confirmation shall be governed by and incorporate the terms of such CMA. All attachments and exhibits hereto, including any request for a Forward Purchase or Purchase Confirmation are made a part of and incorporated into this Transaction Confirmation. The Purchase Price excludes Utility transmission and distribution charges and Taxes that are or may be the responsibility of Customer. Customer’s execution and submission of this Transaction Confirmation, including Exhibit A hereto, to Seller shall constitute an offer from Customer to Seller to purchase the Commodity on the terms set forth in the CMA. This Transaction Confirmation shall become effective only upon (i) execution by Customer of this Transaction Confirmation, including Exhibit A, and CMA; and (ii) the earlier of (a) execution of the CMA and this Transaction Confirmation by Seller or (b) written confirmation by Seller of its acceptance of the Transaction Confirmation to Customer. DELIVERY PERIOD For each Service Location, the first meter read date will be on or after: , and will continue for a term of Months. Seller will request the Utility to enroll Customer on the first meter read date in the first month of the Delivery Period as defined by the Utility. The service start date hereunder will be the date that the Utility enrolls Customer for Seller’s services. Seller shall not be liable for any lost savings or lost opportunity as a result of a delay in service commencement due to actions or inactions of the Utility. Upon the expiration of the Delivery Period, this Transaction shall continue for successive one month terms (collectively the “Renewal Term”) until either Party notifies the other Party in writing of its intention to terminate, at least 15 days prior to the end of the Delivery Period or 15 days prior to the end of each successive month Renewal Term. The termination date shall be the next effective drop date permitted by the Utility. All terms of the Agreement will remain in effect through the termination date as set by the applicable Utility. During the Renewal Term, the Purchase Price for each successive month Renewal Term will be the then marketbased price for similar quantities of Commodity at the Delivery Point, including all Taxes, costs, charges or fees which are set forth herein, unless otherwise agreed to in writing by the Parties. DELIVERY POINT The Delivery Point shall be the point(s) where Commodity is delivered to the Utility. The Utility is specified on Exhibit A. BILL TYPE DUAL CONTRACT QUANTITY Customer and Seller agree that the Contract Quantity purchased and received means a positive volume up to or greater than the estimated quantities listed on the Exhibit A, provided, that for purposes of determining whether a material deviation has occurred and for purposes of calculating Contract Quantities remaining to be delivered under the Remedies section of the CMA, Contract Quantity shall be determined by reference to the historical monthly usage for such Service Locations. PURCHASE PRICE The Purchase Price per kWh to be paid by Buyer for the services provided hereunder during the Delivery Period of this Agreement shall be that set forth on Exhibit A. The Purchase Price includes a Services Fee, as well as the components marked below as "Included". For those components marked "Pass through",they will be passed through to you at cost and shown as a line item on your bill. _________________________________ 111'11 Direct ■JI Energy. Business Page 5 of 8 CAISO Value Energy Pass Through Ancillaries Pass Through Losses Pass Through MRTU Congestion Pass Through Resource Adequacy Pass Through RPS Pass Through Applicable Taxes Pass Through _________________________________ Any Actual Quantities of Electricity necessary to meet Customer’s full usage requirements not covered by a Forward Purchase will be priced at the Day Ahead LMP. Customer understands and agrees that the combination of Forward Purchase(s) and Electricity priced and purchased at DayAhead LMP shall equal 100% of Customer’s metered kWh usage. DEFINITIONS Ancillaries: Wholesale commodity services and products intended to support reliable operation of the transmission system, including California ISO grid management fees, PEAK and NERC/WACC charges, as well as all other administrative, miscellaneous charges that are assessed to Seller’s load by California ISO, all as allocated by Seller to Customer on a prorata basis. DayAhead Locational Marginal Price (LMP): The hourly Integrated Forward Market Locational Marginal Price (“LMP”) for the default Load Aggregation Points(“LAPs”) and Trading Hubs associated with the Service Locations, as published by the California ISO for each trading hour of the next trading day. Exhibit A: The list of Service Locations attached to this Transaction Confirmation, which list specifies the Service Locations covered under the scope of this Transaction Confirmation for PowerPortfolio, DayAhead, RealTime and other index products. For fixed price products, it refers to the pricing attachment to this Transaction Confirmation that sets forth (together with this Transaction Confirmation) the Purchase Price applicable to, and the Service Locations covered by, this Transaction Confirmation. Exhibit B: The Exhibit that Customer may complete, execute, and submit to Seller to confirm their offer to Seller to make a Forward Purchase. Load Following Forward Purchase: Converting percentages of Electricity in 1% increments up to a maximum of 100% of Customer’s metered kWh usage from the DayAhead LMP index to a fixed price. Load Following Forward Purchase Request: The first document Customer submits to Seller to describe the details of the requested Load Following Forward Purchase. MRTU Congestion: The difference in the DayAhead Market LMP at the Load Aggregation Point and the Trading Hub associated with the Service Locations, as published by the California ISO. Purchase Confirmation: The written confirmation sent by Seller to confirm its acceptance of Customer’s offer of a Forward Purchase. Renewable Energy Certificate(s) or RECs means a certificate which represents the environmental attributes associated with 1 MWh of electricity delivered into a power grid in the United States by a generator producing electric power from solar, wind, or other such source defined “renewable” by the U.S. Environmental Protection Agency. Renewable Portfolio Standard (RPS): A regulation that requires the increased production of energy from renewable energy sources. Services Fee: The fee for the services provided by Seller to meet the Service Locations' load requirements, including any applicable broker fee, which is included in the Purchase Price to be paid by Buyer. Voluntary Purchase Renewable Energy or “Certificate” will be sourced from the below asset type(s) and at the listed %(s). Percentage Asset Type National GreenE Wind Purchase price displayed on the Exhibit A Pricing Attachment includes Voluntary Renewables Purchase. SPECIAL PROVISIONS 1.. Load Following Forward Purchase: Customer may purchase a percentage of its Electricity requirements, plus losses associated with transmission and delivery service, as a Load Following Forward Purchase. Such losses will be billed as a separate charge but at the same price as Electricity as fixed in accordance with the Load Following Forward Purchase and will be invoiced as either a separate item or included in the total aggregate charge for the Load Following Forward Purchase. Such purchases may not be less than 1% or more than 100% of Customer's total Actual Quantities for a minimum term of one (1) month. To initiate a Load Following Forward Purchase, Customer should fully complete and execute the required information in the attached "Request for Load Following Forward Purchase" and submit to Seller five business days prior to the desired start date. Seller will review and provide additional details and optionality in a form substantially similar to Exhibit B. If Customer finds the terms acceptable, it should execute the form and submit to Seller. All Load Following Forward Purchase orders are binding upon being filled and are made a part of this Transaction Confirmation. Seller will send a Purchase Confirmation to Buyer each time a Load Following Forward Purchase is filled. If more than one Load Following Forward Purchase is in effect for any month of the Delivery Period, Seller shall invoice Customer at the weighted average fixed price of said Load Following Forward Purchases. In all cases, the failure of Seller to send a Purchase Confirmation or the failure of Customer to acknowledge receipt of such shall not invalidate the Forward Purchase as agreed to by the Parties. If there are any inconsistencies between this Transaction Confirmation and any finalized Forward Purchase, such inconsistencies will be resolved in favor of the latter for that applicable purchase. 2.. Email Transactions: The Parties consent to the use of electronic agreements and to conduct Transactions and/or Load Following Forward Purchases via email and/or facsimile. Such electronic correspondence shall be deemed a “writing”, by which the Parties intend to be bound, for purposes of satisfying any applicable state and federal legal requirements. The Parties agree that a typed name and title, including the use of an automated email signature block, in such writing(s) is the legal equivalent of such Party’s representative’s manual signature (an “Esignature”). The Parties agree that no certification of authority or other thirdparty verification shall be necessary to validate an Esignature and lack of such certification or thirdparty verification will not in any way affect the Page 6 of 8 enforceability of a Party’s Esignature. 3.. PRICE INDEX MOVEMENT: BY EXECUTION OF THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT THE DAYAHEAD LMP INDEX IS A CONSTANTLY FLUCTUATING MARKET PRICE AND WILL VARY. CUSTOMER ASSUMES ALL RISKS OF PRICE MOVEMENTS AND AGREES TO PAY FOR THE SERVICES PROVIDED IN ACCORDANCE WITH THIS AGREEMENT. 4.. Change in Utility Account Numbers: The account number for a Service Location shall be the Utility Account Number set forth in the Service Locations attached in the Exhibit A, or any replacement account number issued by the Utility from time to time. 5.. Third Party Charges: Customer acknowledges that any costs assessed by the Utility or any third party as a result of Customer’s switch to or from Seller, including but not limited to switching costs, are not included in the Purchase Price and shall be the responsibility of the Customer. 6.. Billing and Payment:The following is hereby added to the Billing and Payment section of the CMA: "Seller and Buyer agree upon the following condition regarding its noninterval monthly meter accounts, if any: Seller will deaggregate the Buyer’s usage, based on Utility and ISO settlement protocols, and Buyer agrees to accept the results of this deaggregation as its hourly billing determinants. Where Buyer has interval meters, Seller will use the interval meter hourly usage for billing only to the extent that the hourly usage is used by the applicable Utility and ISO for settlementpurposes with Seller. In the event of an interval meter where the Utility and ISO do not use the hourly usage for settlements, Seller will deaggregate Buyer’s usage, based on Utility and ISO settlement protocols, and Buyer agrees to accept the results of this deaggregation as its hourly billing determinants." 7.. Risk Acknowledgements: By selecting and executing this Transaction Confirmation, Buyer acknowledges that it is acting for its own account, and it has made its own independent decision to enter into this Agreement based solely upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of Seller or its affiliates (or its respective representatives) in any respect, and in particular, not as investment advice or as a recommendation to enter into any Agreement, it being understood that information and explanations related to the terms and conditions of any Agreement will not be considered investment advice or a recommendation to enter into the Agreement. Buyer understands and agrees that the energy market is a volatile market and that except as to any agreed prices between the Parties described in this Agreement no warranties (express or implied) and no guarantees regarding market movement or price trends are made by Seller or its affiliates in connection with this Agreement. No communication (written or oral) received from Seller or its affiliates (or their respective representatives) will be deemed to be an assurance or guarantee as to the expected results of any transaction elected by Buyer under this Agreement. 8.. The Transactions section of the CMA is amended by inserting the following after the last sentence: “If specified in a Transaction Confirmation as applicable, all contracts for the purchase and sale of Greene Energy certified Renewable Energy Certificates (“RECs”) shall be subject to the Agreement, and every provision in which “Commodity” is referenced will be construed as referencing both Commodity (or Commodities) and RECs, excluding those sections regarding title and risk of loss and material deviation.” 9.. The Performance section of the CMA is amended by inserting the following at the end: “Seller shall retire the Product Quantity of REC Certificates, on Buyer’s behalf, at the end of the Greene® reporting year in which the RECs were purchased.” 10.. The Greene RECs purchased herein are Greene® Energy certified and meet the environmental and consumer protection standards set forth by the nonprofit Center for Resource Solutions. The REC itself does not contain Electricity. A REC represents the environmental benefits of 1 megawatt hour (MWh) of renewable energy that can be paired with electricity. For more information, see www.greene.org/rec. 11.. With respect to each REC component of a Transaction, Seller represents and warrants to Buyer on each date that Seller retires RECs on Buyer’s behalf: (i) the RECs meet the specifications set forth in the Transaction Confirmation and (ii) Seller has not transferred the RECs to any other person or used RECs to meet compliance requirements under any regulatory or voluntary program or standard.” 12.. Illegality: The REC component of a Transaction shall terminate automatically if any judicial, regulatory or legislative action or change renders performance of the material obligations contained in such REC component of the Transaction illegal. 13.. Record Retention: The Parties shall keep (or as necessary cause to be kept by their respective agents), for a period of five (5) years, a history of all deliveries of RECs hereunder. For matters in dispute, the Parties shall keep the records related to such matters until the dispute has been resolved. This Section shall survive the expiration or termination of Transactions under the Agreement. TAX EXEMPTION STATUS If exempt, must attach certificate In order to ensure accurate billing, tax status indication is required. Please check the appropriate status below: [_] NonExempt [_] Exempt (e.g. Residential, NonProfit Organization, Manufacturing, Small Business, Agricultural, Resale, etc.) Buyer:Orange County Sanitation District Seller:Direct Energy Business, LLC By:\vlcSignHere1\ By: Name:\vlcFullName1\ Name: Title: Title: Date:\vlcSignDate1\ Date: Contract ID: Internal ID: Page 7 of 8 DE Proprietary DE Proprietary EXHIBIT A PRICING ATTACHMENT This Exhibit A is to the Transaction Confirmation dated March 21, 2022 between DIRECT ENERGY BUSINESS LLC and Orange County Sanitation District for a term of Month Contract ID: CAISO_DA_Index_CA Account Number Service Location Utility Utility Rate Class Zone *Estimated Meter Read Start Date (MM/DD/YYYY) Purchase Price (cents/KWh) Annual Historical Usage (kWh) *The Estimated Meter Read Start Date is merely an approximation based upon Seller’s best estimation as to when the service will begin and may not reflect the actual start date. Seller shall not be liable for any lost savings or lost opportunity relating to this estimation. Monthly Contract Quantity KWh Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec *Usage values in the above table represent the aggregated Usage for all Service Locations for a month. Material Usage Deviation includes for the purposes of this Exhibit A, any deviation caused by net metering or other Buyer initiated energy efficiency measures. This Exhibit is based on a Weighted Average Price. Any strikeouts of any of the accounts provided with a Weighted Average Price will render pricing for the accounts assigned with a Weighted Average Price null and void. Term of Months: Month Meter Read Start Date: [_]Please aggregate my account onto one invoice (If more than 50 accounts are to be aggregated, accounts will be separated by meter read date) Accepted and Agreed to: By:\vlcSignHere1\ Date: \vlcSignDate1\ I I Page 8 of 8 Exhibit B to the Transaction Confirmation Forward Purchase Order Form Contract ID: Exhibit "B" FORWARD PURCHASE ORDER FORM This Exhibit B is being provided pursuant to and in accordance with the Transaction Confirmation dated () and Commodity Master Agreement dated () between Customer ("Buyer") and Direct Energy (“Seller”) (the “Agreement”), and is hereby incorporated into and made part of the Agreement. Buyer’s execution and submission of this Exhibit B to Seller shall constitute an offer by Buyer to Seller to purchase Electricity in accordance with the terms set out below. This Exhibit B will become valid upon i) execution by the Buyer and ii) written confirmation of the Seller’s acceptance of the terms herein to the Buyer. 1. Transaction details including the Term, Times of Delivery, Quantity and Energy Price are shown below: Delivery Zone Term Start Term End Time of Day Energy/Commodity Price ($/MWh) Block Size (MW or %) Quantity (MWH) 2. Special Provision(s), if any: In no event shall Buyer have any recourse against Seller for any purchase that is transacted under this Forward Purchase Order Form so long as the Commodity Price stated above is achieved. Following written confirmation by Seller of its acceptance, Seller will make reasonable efforts to send Buyer an executed copy of this Exhibit B. However and inall cases, the failure of Seller to send an Exhibit B or the failure of Buyer to acknowledge receipt of an Exhibit B shall not invalidate the Forward Purchase agreed to by the Parties. Unless specifically modified herein, all terms and conditions of the Agreement remain the same. Terms used but not defined herein shall have the meanings ascribed to them in the Agreement. This Exhibit B may be executed in one or more counterparts and each executed counterpart shall be considered an original, provided that such counterpart is delivered to the other Party by facsimile, mail, courier or electronic mail, all of which together shall constitute one and the same Agreement. DIRECT ENERGY BUSINESS, LLC Orange County Sanitation District By: By: \vlcSignHere1\ Print Name: Print Name: \vlcFullName1\ Title: Title: Date: Date: \vlcSignDate1\ PLEASE EMAIL to the attention of: EnergyAdvisors@directenergy.com 11.'II Direct ■JI Energy. Business Shell ENERGY MASTER ENERGY SALES AGREEMENT This Master Energy Sales Agreement (the "MSA" or "Master Agreement")"is entered into by and between MP2 Energy LLC, a Shell Energy North America Subsidiary and an authorized agent for its Applicable Licensed Subsidiaty in each instance (the Applicable Licensed Subsidiary, the "Seller"), and Orange County Sanitation District ("Customer"). Seller and Customer are sometimes referred to herein individually as a "Party" and collecti vely as the "Parties." I.I Form and Construction of Agreement. The terms of this MSA apply to all end-use sales of Energy by Seller to Customer (each sale a "Transaction"). Each Transaction shall be memorialized with a written confirm executed by the Seller and Customer (each a "Transaction Confi rmation" or a "TC"). Each TC will include the commercial tenm of the Transaction, including but not li mited to the Delive1y Period, Contract Price, contract quantities in MWh, costs and EDC Regulatory Charges, Delivery Points and any other special provisions agreed to between the Pa1t ies. Customer's execution of a TC shall constitute an offer from Customer to Seller to purc hase Energy on the terms set forth in the TC and the MSA. Upon Seller's execution of the TC Seller shall sell. and Customer shall purchase and receive tbe Total Contract Quantity pursuant to the tenns and conditions of this MSA and any applicable TC during the Delive1y Period set fo1th on an applicable TC. Any conflict between the terms and conditions of this Agreement and a TC shall be resolved in favor o f the applicable TC. This MSA, associated TC(s), and any amendments, addendums, annexes to either the MSA or a TC set forth the single integrated "Agreement" among the Parties with respect to the subject matter hereof and thereof, and supersede all prior or contemporaneous agreements and understandings (oral or othetw ise) among the Parties with respect to the subject matter hereof and thereof. The Agreement may only be modified by a written agreement signed by both Parties. 1.2 Term. This MSA commences on the date when the fi rst TC hereunder is executed by both Customer and Seller and continues until terminated in writing by both Parties or terminated under Secti ons 1.7 and 1.8 hereunder, it being the intent of the Parties that even if the MSA is terminated all T ransactions between the Parties will be governed by th e terms and conditions set forth in this MSA, as such MSA may be amended in writing from time to time and the termination of this MSA shall in no way release a Party from any obligations existing hereunder or under any effective TC prior to the end of a Delivery Period or Renewal Period. Upon expiration of a Delivery Period unless the Parties have executed a new TC with respect to the Delivery Points, Customer shall continue to purchase and receive the Energy deli vered to the Delivety Points at the Hold-Over Rate for successive one-month terms (each a "Renewal Period") until either Party notifies the other Party in writing of its inte ntion to tem,inate the TC at least twenty (20) days prior to the end of each Renewal Period. Upon timely notice of termination being received by the non-terminating Party, the te1mination date shall be the next effective drop date after the notice period as pem1itted by the EDC. The Contract Price during the Renewal Period shall be the Hold-Over Rate set forth on the applicable TC. The te1ms of this MSA will govern during the Renewal Period(s). l.3 Title, Risk of Loss and Taxes. T itle, liability and risk of loss associated with the Energy purchased and sold hereunder shall pass to C ustomer at the Delivery Point(s) specified on the applicable TC. Seller is responsible for Taxes arising prior to the Delivery Point and Customer is responsible for Taxes arising at and after the Delivery Point. If Customer c laims exemption from Taxes, Customer shall provide Seller a certificate of exemption. 1.4 C redit. Seller's entry into this MSA and each Transaction is contingent upon Customer, any guarantor or any successor maintaining its creditworthiness during the term of any Transaction and any Renewal Period. If Customer's payment history. credit or financial condition becomes unsatisfactory as detennined by Seller in a commercially reasonable manner Seller may request, a nd Customer shall furnish Seller, Performance Assurance in a fotm and amount acceptable to Seller within three (3) Business Days of the request. ln no event wi ll the amount of the Perfom1ance Assurance be more than three (3) times Customer's estimated largest monthly invoice amount. 1.5 Billing and Payment. The method of billing applicable to a Transaction will be as set forth on a TC and will be either Utility Consolidated Billing (''UCB"), Dual Bill Option ("DBO" or "Dual Billing") or Supplier Consolidated Billing ("SBO"). If Customer elects UCB Customer's EDC will invoice Customer monthly for a) the Energy supplied by Seller under this Agreement. b) the EDC Regulatory Charges, and c) any applicable Taxes and payment will be made directly to the EDC by the date specified on the UCB invoice. If Customer elects DBO Customer will instead receive both a monthly invoice fro m Seller for Energy and a separate monthly in voice from the EDC for EDC Regulatory Charges and Taxes, then following each meter read date. Seller w ill deliver to Customer an invoice setting forth the charges due for Energy. If available and Customer elects SBO Customer will receive one invoice from Seller fo r i) Energy supplied by Seller under thi s Agreement, ii) the EDC Regul atory Shell ENERGY Charges, and iii) any applicable Taxes and payment will be made directly to Seller by the date specified on the SBO invoice. In the event that Seller does not receive usage data from the EDC, Seller may reasonably estimate Customer's use and such estimate shall be adjusted when the actual consumption is received from the EDC. In the event of SBO or Dual bi lling, Seller's invoice will be sent via email or mail to Customer. In the case of SBO or DBO the day the invoice is sent is hereafter reftmed to as the "Sent Date." Payment shall be made by ACH, wire transfer, or check within thirty (30) days of the Sent Date and unless directed otherw ise by Seller. Overdue invoices will accrnc interest at the statuto1y rate referenced for governmental entities in the state in which the Delive1y Points are located. With respect to all forms of billing and invoices, Customer is responsible for all reasonable costs and fees incurred by Seller in collecting payment. Cf Customer disputes any amount on an invoice in good faith, Customer will contact Seller promptly in writing, stating the basis for the dispute and shall pay the undisputed amount by the due date; the amount in dispute may be withheld until the dispute is resolved. If the amount disputed is determined to be correct, it shall be paid (plus interest accrued under the above calculation method) within five (5) Business Days of such determination. l.6 Force Majeure. ff a Party is unable because of Force Majeure to perform its obligations hereunder and that Party gives notice of the event to the other Party as soon as practicable after its occurrence, then the obligations of the Party affected by the event (other than payment for Energy received and performance of other transactions or other obligations incurred before the Force Majeure event) will be suspended for the duration of the Force Majeure event. "Force Majeure" means a material, unavoidable occurrence beyond a Party's control, but shall not include inability to pay, an increase or decrease in Taxes or the cost of Energy, the economic hardships of a Party, or the full or partial closure of Customer's facilities, unless such closure itself is due to Force Majeure. 1.7 Events of Default. "Default" means any one of the fo llowing: (a) the failure by either Party to make, when due, any payment required under the Agreement and such fa ilure is not remedied within seven (7) Business Days after written notice; (b) any assignment or general arrangement for the benefit of creditors made by either Party; or the Bankruptcy or Insolvency of either Party or its guarantor; (c) any unauthorized assignment of a Party's rights or obligations hereunder; (d) failure of a Party to provide Performance Assurance pursuant to the terms of the Agreement and such failure is not remedied within five (5) Business Days after w ritten notice; (e) either Party consolidates or merges into or transfers all or substantially all of its assets to another entity and the resulting transferee or surviving entity fails to assume the obligations of such patty under the Agreement; (t) Customer switches to another supplier or otherwise terminates a TC after the date Seller accepts a TC and before the Estimated Start Date as indicated on a TC or Customer switches to another supplier or otherwise terminates a TC after the Estimated Start Date and prior to the end of the Delivery Period; (g) Customer fails to receive all of part of the Total Contract Quantity pursuant to a Transaction and such failure is not excused by Seller's failure to perform or by Force Majeure; or (h) any breach of this Agreement by either Party and such breach is not cured within seven (7) Business Days after written notice. If an event of Default listed in subsection (b) above occurs, the Default will be deemed to have automatically occurred just prior to such event. 1.8 Remedies Upon an Event of Default. [n the event of a Default, the non-defaulting Party shall have the right to: (a) accelerate any or all amounts owing between the Parties and liquidate and te1minate any and all Transactions hereunder and/or this MSA; (b) withhold any payments due to the defaulting Party; (c) immediately suspend perfo1mance under this Agreement; and/or (d) calculate an Early Termination Fee ("ETF"). The ETF shall be due from the defaulting Party to the non-defaulting Party within (5) days of written notice of the ETF ("ETF Notice") being delivered by the non-defaulting Party to the defaulting Party. In the case where Customer is the defaulting Party the ETF is the sum of the positive dollar amount obtained by multiplying (i) Contract Price minus the Underlying Value by (ii) the remaining amount of the Total Contract Quantity that would have been delivered under this Agreement had it not been terminated early plus amounts owed for Energy delivered but not paid plus fees and expenses, inc luding reasonable attorneys' fees incurred by Seller in connection with collecting all amounts due under this Agreement. In the case where Seller is the defaulting Party the ETF is the sum of the net sum of the positive dollar amount obtained by multiplying (i) Underlying Value minus the Contract Price by (ii) the remaining amount of the Total Contract Quantity that would have been delivered under this Agreement had it not been tenninated early less amounts owed for Energy delivered, but not paid plus fees and expenses, including reasonable attorneys' fees incurred by Customer in connection with collecting all amounts due under this Agreement. The provisions of this section shall be without prejudice and shall be in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). lfCustomer has elected to terminate this Agreement due to Seller's Default such termination shall be rescinded and ofno force and effect if Shell Energy North America (US), L.P. (SENA) elects, during the cure period afforded Seller under this Agreement, to cure the Default or to take an assignment of this Agreement and assume Seller's duties and obligations under this Agreement. The Parties agree that the ETF constitutes a Shell ENERGY reasonable approximation of damages and is not a penalty or punitive in any respect. Seller may, but is not required to, physically liquidate a Transaction or enter into a replacement transaction to detennine the ETF. 1.9 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INClDENT AL, PUNITIVE, EXEMPLARY OR IN DIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE. 1.10 Representations and Warranties. As a material inducement to entering into this MSA and each Transaction hereunder, each of the following is made upon execution of this Agreement and are deemed to be repeated each time a TC or additional agreement is entered into by the Parties: A. Each Pa11y, with respect to itself, represents and wan ants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction o f its fonnation and is qualified to conduct its business in those jurisdi ctions necessary to pe1f orm this Agreement; (b) the execution, de livery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any law, rule, regulation, order, writ, judgment, decree or other legal or rcgulato1y determination applicable to it; (c) this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses; (d) it is not Bankrupt or lnsolvent and there are no reorganization, receivership or other arrangement proceedings pending or being contemplated by it, or to its knowledge tl1reatened against it. B. Customer further represents and warrants to Seller as fo llows: (a) Customer's claims of exemption from Taxes, if any, are consistent with the laws and regulations of the applicable taxing authorities; (b) it fully understands its rights and obligations under this Agreement; (c) the Person executing this MSA and each TC is expressly authorized to enter into and bind Customer; (d) it shall provide Seller all information reasonably required to substantiate its usage requirements, which in substantial part fo rm the basis for the calculation of charges for the Transactions entered into hereunder and execution of this MSA constitutes an a uthorization for release of Customer's information from the EDC or other applicable third parties including but not limited to the Utility Account Nwnber(s), data about meter readings, rate class and electric usage, the Customer's name, address(es) and telephone number; (c) any usage information and utility class information provided is true and accurate as of the date furnished and as of the effective date of the Agreement; and (f) it is the intended end-use customer for all Energy purchased under this Agreement and it has entered into this Agreement for non-speculative purposes, and will not resell any of the Energy purchased under this Agreement. C. Cus tomer further affirn1s, represents and warrants that it is not a residential or small commercial customer (as those terms are defined in the jurisdiction(s) applicable to the Transaction) and the Delivery Points hereunder are not classified as such. l.l I Confidentiality. Neither Party shall disclose, unless a uthorized in writing by the other Party, the terms of this Agreement except that: a) a Party may disclose the tenns of this Agreement to any of its employees, consultants and advisors who have a reasonable need to know the info rmation in order to allow the Party to perfonn its obligations under this Agreement, (b) as may be required under the Califo rnia Public Records Act, upon which Customer shall immediately contact Seller to notify them of the disclosure request and to defin e a time period to allow for input in release of the documents; and c) Seller may disclose the terms of this Agreement to its affiliates, including but not limited to Shell Energy North America (US), LP ("SEN A"). 1.1 2 Material Regulatory Changes. [n the event that aft.er the date of executio n of this MSA, any new c harges, fees, obligations. and/or requirements, are imposed by any Regul ato1y Body or if there is a change in law, administrative regulation, change in market design, or material change to the applicable capacity rate or transmission rate used to detem1ine Customer's Capacity Charge or Transmission Charge by the EDC/ISO, whe re applicable (each a "Material Regulatory Change" or "MRC"), a nd as a result of the MRC, Seller incurs material incremental costs in order to maintain the same level, location and/or quantity of services contemplated under this Agreement, Seller sha ll pass through the cost of such MRC, w ithout markup, to Customer and Customer shall pay such cost to Seller. 1.13 On-site Generation and Material Adverse Change ("Material Adverse Change" or "MAC"). (a) Customer hereby represents and warra nts that it has disclosed and accounted for all current or planned "behind-the-meter" distributed generation, storage, and net metering at its place of business and/or with respect to any Delivery Point location. C ustomer also covenants and agrees to promptly notify Seller if, after the Effective Date hereof, Customer adds, removes, increases or decreases "behind-the- meter" distri buted generation, storage, and net metering at its place of bus iness and/or w ith respect to any Delivery Point. Shell ENERGY (b) Further, ifthere is change in Customer's business operations for any reason that produces a MAC in Customer's usage pattern and that usage pattern materially impacts Seller's ability to provide electric service to Customer, including, but not limited to, material increases in the costs to serve the Customer, then, in its sole discretion, acting reasonably, Seller may either (i) pass through such increased in costs to Customer without mark-up; provided such costs are documented and verifiable or (ii) provide 60 days' prior written notice to Customer of Seller's termination of this Agreement. 1.14 Governing Law. The Agreement between the Pariies shall be governed by and construed in accordance with the laws of the State set forth on the applicable TC, without reference to principles of conflict of laws. l.1 5 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHT TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WlTH THIS MSA AND ANY TRANSACTION HEREUNDER. 1.16 Severability; Counterparts; Electronic Signature. [n the event any provision of this MSA or any TC is found to be invalid or unenforceable, such provision shall be invalid and unenforceable only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable any other provision. This MSA and any TC may be executed in multiple counterparts and exchanged via email or facsimile and shall be construed as one as of the date it is executed by both Parties. 1.17 Survival. The applicable provisions of the Agreement shall continue in effect and survive the termination of the Agreement to the extent necessary to provide for final accounting, invoicing, billing, billing adjustments, resolution of any billing disputes, realization of any collateral or other performance assurance, set-off, final payments, or payments pertaining to liability obligations arising from acts or events that occurred in connection with the Agreement prior to tem1ination. 1.18 Assignment. The Agreement shall be binding upon and shall inure to the benefit of, and may be performed by, the successors and assigns of the Parties, except that, no assignment by either Party shall operate to release the assignor from any of its obligations under the Agreement, unless: (a) the other Party consents in writing to such assignment and releases, the assignor from any of its obligations hereunder (such assignment not to be unreasonably withheld or delayed); or (b) such transfer is incident to a merger or consolidation with, or transfer of all, or substantially all, of the assets of the transferor to another Person that shall have the financial capability to assume, and who does assume all of the obligations of the assignor under the Agreement. Customer acknowledges that under some circumstances Seller may be required to assign Seller's future interests, rights, and obligations in the Agreement to SENA, and Customer hereby consents to any such assignment. 1.19 Forward Contract; Master Netting Agreement. Each Party acknowledges and agrees (a) that this Agreement constitutes a forward contract and a master netting agreement as defined by the United States Bankruptcy Code (the "Code"); (b) each Party is a "forward contract merchant" within the meaning of the United States Bankruptcy Code; (c) Seller is not a "utility" as defined in Section 366 of the Code; (d) each Party waives and agrees not to assert the applicability of the provision of such Section 366 in any bankruptcy proceeding wherein such Party is a debtor; and (e) this is an agreement for the sale and purchase of a commodity and nothing in this Agreement shall be construed as creating any other relationship between the Pa1ties other than that of independent contractors. l.20 Anti-Corruption. Each Party represents, warrants and covenants to the other that: (i) it will comply with the Anti- Co1rnption Laws (as defined herein) with respect to all transactions under this Agreement; (ii) it has not made and will not make, offer, authorize, or accept any payment, gift, or other benefit, directly or indirectly (whether via its affiliates, agents, contractors or other third parties), to or from any government official or any other Person for the purpose of facilitating or carrying out any transaction hereunder which would violate the Anti-Corruption Laws; (iii) it will promptly notify the other Party if it becomes aware of any violation of the Anti-Corruption Laws in connection with any transaction hereunder, subject to the preservation of legal privilege; and (iv) except as the other Party may agree in writing, all payments payable to a Party pursuant to this Agreement shall be made only to the account of such Party, and not to the account of any other Person. 1.2 1 Notices. All notices will be made in writing and may be delivered by hand delivery, first class mail (postage prepaid). overnight courier service or facsimile to the address set forth below each Parties' signature and shall be effective upon receipt; provided however, that any notice of tennination may only be sent by hand or by overnight courier service and, if Customer Shell ENERGY terminates the Agreement due to an alleged breach by Seller, a copy must be simultaneously delivered to SENA, I 000 Main, Level 12 Houston, Texas 77002 Attn: Contracts North America, Facsimile: 7 I 3-767-5414. Either Party may change its address for notice by advising the other Party in writing. In the event Customer fails to add its address below its signature on this MSA, Customer agrees that the billing address of the Customer shall be the legal notices address and hereby waives any objection to that address as the legal notices address and any claim that the address is not the proper legal notice address. 1.22 Additional Definitions. The following definitions shall apply hereunder whether stated in the singular or plural. Any capitalized terms not defined in this Master Agreement are defined in the TC or shall have the meaning set fo1th in the applicable EDC /utility rules, tariffs or other governmental regulahons. or if such tenn is not defined therein then it shall have the well- known and generally accepted technical or trade meaning customarily attributed to it in the electricity industry. "Anti-Corruption Laws" mean (a) the United States Forei0n Corrupt Practices Act of 1977; (b) the United [(jn_gdom Bribery Act 201 O· ana (c) all a1wlicable laws that prohibit money Yaundering, or otherwise dealing in the proceeds otcrime, or the bribery of, or tlie provia,ng of unlawful gratuities, facilitation payments, or other benefits fo any government official or any other Person, or tax evasion. "Applicable Licensed Subsidiar-y" means MP2 Energy Texas LLC d/b/a Shell Energy Solutions and/or MP2 Energy NE LLC d/b7a Shell Energy Solutions. "Bankrupt" or "Bankruptcy" means with resRect to any entity, such entity (i) files a petition or othen,vise commences, autho1izes or acquiesces in the commencement or a proceeaing or cause of action under a oankrupt, Insolvent, reorganization or similar la~ or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benent of creditors, (iii) otherwise becomes bankrupt or Insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. "Business Day" means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and c lose at 5:00 p.m. local time for the relevant Party's principal place of business. The relevant Party, in eacb instance unless otherwise specifiedbshall be the Party to whom the notice, payment or delivery is being sent a nd by whom the notice or payment or delivery is to e received. Any reference to "days" means calendar days. "Capa~ity Charge" means the prodt)Ct of the applicable capacity rate and capacity quantity for the utility account as dctcnrnned by the EDC/ISO or otherwise. "Contract Price" means that "Contract Price" set forth on a TC. "Delivery Point" means each of Customer's meters associated with the "Utility Account Number" as listed on a TC, or any replacement account number issued by the ISO/ EDC/utility from time to time. "Delivery Period" means the period during which Seller has agreed to sell and Customer has agreed to buy Energy for the Deliveryl'oint(s) as set forth on a TC. "EDC" means the utility or eL1tity that has control of the transmissioll and / or distribution system and associated metering that is connected to a Utility Accounf Number. "EOC ReJ;?;ulatory Charges" means those costs listed on a TC as "Pass-through charges" which are levied by an EDC and taxing autlforities and shan be invoiced to Customer on an actual cost basis witliout any markup. "Energy" means electric energy and related products and services and includes trnnsmission and capacity in certain markets. "Estimated Start Date" shall have the meaning set forth on a TC. "Hold-over Rate" means the apr>licable rate set forth on a TC, that Customer agrees to pay for Energy delivered to the Delivery Points during the automatic Renewal Period. "Insolvent" or "Insolvency" means with respect to any Party, when such Party shall be unable to pay liabilities as they matlrre, or such entity shall admit in writing its inabifity to pay its debts generally as they become due. "ISO" means the applicable Independent System Operator as identified on each TC. "Performance Assurance" means collateral in the form of cash, irrevocable standby lettcr(s) of credit, corporate guaranty. or other security all as reasonably acceptable to Seller. "Pers.on" 111eans any n_atural pcrs9n,. corporation, general _p~rtnership, limited partrn;rship, limited liability company propnctorshrp, other busmess organ1zat1on, 1rust, u111on, assoc1at1on, governmental authonty or agency or other fonn or legal entity. "Regulatory Body" means any ISO, EDC, state uti lity commission, FERC, CFTC or other similar body or federal, state, local. muri1cipal or ot~er _goyer:nn:iental, regulatory or adm111istrative. agency. commission or any authority lawfully exercising or entitled to exercise Junsd1ct1on over tT,e Parties or any Transaction. "Taxes" means any and all sales, use, gross receipts, ad va!orem, franchise, excise, or any other taxes or similar charges ,mposed by c\!1Y governmental a uthqrity on, or with respect to the Energy o r other products sold hereunder but excludrng 111comc taxes unposed on tbc respective Parties. "Total. Contract Quantity" means Customer's total forecasted usage for all contracted Delivery Points for the Delivery Period as set forth on a TC. Shell ENERGY 'T ransmission Charge" means the product of the applicable transmission rate and transmission quantity forthe utility accow1t as determined by the EDC/lSO or ofhe,wise. "Un~erlying Value" means the P.rice ~ third-party who is active in the Energy market would transact (sell or purchase as applicable) tor Energy and related services. (REMAINDE R OF THE PAGE LEFT INTENTIONALLY BLANK) ---- OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2247 Agenda Date:5/4/2022 Agenda Item No:7. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: SODIUM HYDROXIDE (CAUSTIC SODA) 50%, SPECIFICATION NO. C-2018-915BD - CONTINGENCY INCREASE GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve a unit price contingency increase of $44.40 per dry ton (an additional 6% of the base cost) to the Liquid Caustic Soda (50%) contract with Brenntag Pacific for the term July 1, 2022 through June 30, 2023, for a new total contingency amount not to exceed $112.80 per dry ton (16%) with a total estimated usage of $481,153. BACKGROUND The Orange County Sanitation District (OC San) uses chemical treatment in its sewage collection system to reduce the odor and corrosion potential of the vapor space in its system. One of these treatments involve slug dosing caustic soda to temporarily kill the biological “slime layer” that naturally forms on pipes and structures. This biological “slime layer” generates sulfides in the wastewater which, in turn, forms hydrogen sulfide. In May 2018, OC San awarded an agreement to Brenntag Pacific Inc. for Specification No. C-2018- 915BD to supply, delivery, and dosing services of caustic soda 50% (NaOH solution). The agreement directly delivers and injects caustic soda into sewer manholes at strategic locations. RELEVANT STANDARDS ·12 or fewer odor complaints per year under normal operating conditions in the collections system ·Zero odor incidents/events under normal operating conditions for Plant Nos. 1 and 2 ·Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting Orange County Sanitation District Printed on 4/27/2022Page 1 of 3 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2022-2247 Agenda Date:5/4/2022 Agenda Item No:7. PROBLEM When staff initiated the agreement renewal process with the caustic soda supplier,the supplier notified staff of an increase in the unit price of caustic soda,which exceeds the Board authorized contingency. PROPOSED SOLUTION Staff recommends the approval of the negotiated unit price increase for caustic soda and additional contingency for the remaining year of a multi-year contract and, re-bid for a new service period. TIMING CONCERNS Without action,dosing of caustic soda in the collection system will be impacted,resulting in high level of odors and high levels of hydrogen sulfide resulting in elevated corrosion levels and unsafe maintenance environment. RAMIFICATIONS OF NOT TAKING ACTION Without action,caustic soda addition in the collection system will cease.Normal biological action in the sewer system will produce hydrogen sulfide in an uncontrolled manner,which causes odor and corrosion problems in the collection system and public nuisances. PRIOR COMMITTEE/BOARD ACTIONS May 2018 -Awarded a Chemical Supplier Agreement to Brenntag Pacific,Inc.for the purchase of Sodium Hydroxide (Caustic Soda)50%solution,Specification No.C-2018-915BD,for the period ofJuly 1,2018 through June 30,2019,for a unit price of $684/dry ton,delivered,plus sales tax,for an estimated annual amount of $967,005 with four (4)one-year renewal options;and approved a unit price contingency of 10%. ADDITIONAL INFORMATION Staff was notified of the additional unit price increase for the caustic soda during the agreement renewal period.The primary reason cited for the increase in unit price is the tightening of the overall global caustic soda market as foreign suppliers are operating at lower than normal production rates based in large part on energy restrictions.This has tightened up supply in the market.In addition, US producers are still not able to build inventories during production disruptions due to the multiple weather issues that have hit the US Gulf in 2021.Staff was able to negotiate a reduction in the increase in price from 32% ($875 per dry ton) to 20% ($796.80). Staff is continuously monitoring the hydrogen sulfide levels throughout the collections systems and adjusting dosing rates to limit the concentration of hydrogen sulfides in the vapor phase to the desired concentration.Staff is also looking at alternative chemicals and combinations of alternative chemicals for odor control and has initiated a Chemical Resiliency Study. For Fiscal Year 2023-24,staff intends to bid out the caustic soda agreement.The estimated caustic soda usage in the Fiscal Year 2022-23 is 604 dry tons. Orange County Sanitation District Printed on 4/27/2022Page 2 of 3 powered by Legistar™ File #:2022-2247 Agenda Date:5/4/2022 Agenda Item No:7. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San's Purchasing Ordinance.This item is budgeted in the FY 2021-22 Budget Update,Operating Expense,Operating Materials and Supplies, Paragraph 3, Page 29. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: N/A DS:ct:sr Orange County Sanitation District Printed on 4/27/2022Page 3 of 3 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2266 Agenda Date:5/4/2022 Agenda Item No:8. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: LIQUID FERRIC CHLORIDE SPECIFICATION NO. C-2019-1037BD CONTINGENCY INCREASE GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a unit price contingency of $175 per dry ton (26%) to the liquid Ferric Chloride Agreement with Pencco, Inc., Specification No.C-2019-1037BD, for the period beginning July 1, 2022 through June 30, 2023. New unit cost not to exceed $849 per dry ton, for a total estimated annual amount of $3,947,024; B. Approve a unit price contingency of $277 per dry ton (40%) to the liquid Ferric Chloride Agreement with Kemira, Inc., Specification No.C-2019-1037BD, for the period beginning July 1, 2022 through June 30, 2023. New dry ton unit cost not to exceed $965 per dry ton, for a total estimated annual amount of $1,936,062; and C. Approve a fuel surcharge of 2.5% on Ferric Chloride deliveries from Kemira, Inc. with quarterly Consumer Price Index (CPI) adjustments. BACKGROUND Ferric Chloride is used at both treatment plants to enhance primary solids coagulation and maintain hydrogen sulfide levels below Air Quality Management District (AQMD) permit levels. Ferric Chloride also reduces plant odors and corrosion. When staff initiated the agreement renewal process for July 1, 2022 through June 30, 2023, both Pencco and Kemira notified staff that there will be an increase in the unit price. The unit price increase is related to higher demand, escalating raw material pricing, supply chain issues, and increases in transportation costs. Particularly, the price increases in hydrochloric acid and iron have resulted in an increase in the price of ferric chloride. Staff recommends not to rebid these contracts at this time because of the volatile market conditions and the probability of being locked into higher pricing, based on an understanding of market conditions. The use of two vendors helps to maintain supply reliability and cost competition. Staff will evaluate rebidding both contracts next year. Orange County Sanitation District Printed on 4/27/2022Page 1 of 3 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2022-2266 Agenda Date:5/4/2022 Agenda Item No:8. RELEVANT STANDARDS ·24/7/365 treatment plant reliability ·Zero odor incidents/events under normal operating conditions for Plant Nos. 1 and 2 ·Meet volume and water quality needs for the GWRS PROBLEM When staff initiated the agreement renewal process with the suppliers,Pennco and Kemira,the suppliers notified staff of an increase in the unit price of ferric chloride and a fuel surcharge fee, which exceeds the Board authorized contingencies. PROPOSED SOLUTION Staff recommends the approval of the unit price increases and additional fuel surcharge fee.Staff will evaluate and initiate a re-bid next year for a new contract. TIMING CONCERNS The current contract expires on June 30, 2022. RAMIFICATIONS OF NOT TAKING ACTION Without action,problems with primary treatment settleability,air and water permit compliance,and odor complaints in the treatment plant are possible at both Plant Nos.1 and 2. PRIOR COMMITTEE/BOARD ACTIONS May 2021 -Approved a unit price contingency increase of $78.70 per dry ton (13.18%)to the liquid Ferric Chloride Agreement with Pennco,Inc.,Specification No.C-219-1037BD for the term July 1, 2021 through June 30,2022.New dry ton unit cost not to exceed $675.70 per dry ton.New contract estimated total is $2,027,100 plus applicable sales tax. May 2019 -Awarded a Purchase Order Agreement with Pencco,Inc.for the purchase of liquid ferric chloride,Specification No.C-2019-1037BD,for the period beginning July 1,2019 through June 30, 2020,for a unit price of $597 per dry ton delivered,for an estimated annual amount of $1,791,000 (plus applicable sales tax)with four (4)one-year renewal options;and approved a unit price contingency of 10% per agreement. May 2019 -Awarded a Purchase Order Agreement with Kemira,Inc.for the purchase of liquid ferric chloride,Specification No.C-2019-1037BD,for the period beginning July 1,2019 through June 30, 2020,for a unit price of $630 per dry ton delivered,for an estimated annual amount of $3,150,000 (plus applicable sales tax)with four (4)one-year renewal options;and approved a unit price contingency of 10% per agreement. Orange County Sanitation District Printed on 4/27/2022Page 2 of 3 powered by Legistar™ File #:2022-2266 Agenda Date:5/4/2022 Agenda Item No:8. ADDITIONAL INFORMATION Staff was notified of the additional unit price increases for liquid Ferric Chloride as well as the fuel surcharge fee.The vendors cited increase in fuel and transportation costs,energy costs,and inflation of commodities.Staff was unable to negotiate a reduction in increases for ferric chloride from the two suppliers. Some of the reasons cited for the unit price increase are trucking and rail freight fee increases,the limited supply of critical raw materials,and tight market conditions for iron.In addition,escalating fuel costs are significantly impacting the cost of operations for the chemical manufacturers,who are imposing a temporary 2.5%fuel surcharge until the average price of diesel fuel falls below $3.50/gallon. Staff is continuously monitoring the use of ferric chloride in the treatment plant processes and adjusting dosing rates and evaluating effects of changing ferric chloride dosing rates at primary treatment,and within the digesters,for a net reduction in the use of ferric chloride.Staff is also looking at alternative chemicals and combinations of alternative chemicals for potential use for odor control and treatment as part of an on-going Chemical Resiliency Study.Based on the study,staff will trial alternative process strategies to minimize chemical cost and usage and maximize resilient operations. Staff intends to bid out the contract for the Fiscal Year 2023-24.The estimated usage for the Fiscal Year 2022-23 is 6,100 dry tons of ferric chloride for the two treatment plants. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted in the FY 2021-22 Budget Update,Operating Expense,Operating Materials and Supplies, Paragraph 3, Page 29. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: N/A JS:pp:cr Orange County Sanitation District Printed on 4/27/2022Page 3 of 3 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2246 Agenda Date:5/4/2022 Agenda Item No:9. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: REGIONAL ODOR AND CORROSION CONTROL SERVICES (ROCCS) PROGRAM, SPECIFICATION NO. C-2017-899BD - CONTINGENCY INCREASE GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a chemical unit price contingency increase of $146 per dry ton (an additional 20% of the base price) to the Ferrous Chloride Contract with Hill Brothers Chemical Company for the term July 1, 2022 through June 30, 2023, for a new total unit price contingency of $257.30 per dry ton (35%) for total estimated usage of $3,028,675; B. Approve a unit price contingency increase of 15% for application and field services fees for Ferrous Chloride with Hill Brothers Chemical Company for a new total unit price contingency of $7.50 (30%); C. Approve a fuel surcharge of 4% on Ferrous Chloride deliveries with Hill Brothers Chemical Company, with quarterly Consumer Price Index (CPI) adjustments; D. Approve a chemical unit price contingency increase of $65 per dry ton (an additional 12% of the base price) to the Magnesium Hydroxide Contract with Hill Brothers Chemical Company for the term July 1, 2022 through June 30, 2023, for a new total unit price contingency of $146.26 per dry ton (27%) for total estimated usage of $2,637,031; and E. Approve a chemical unit price contingency increase of $0.58/gal (an additional 17% of the base price) to the Calcium Nitrate Contract with USP Technologies for the term July 1, 2022 through June 30, 2023, for a new total unit price contingency of $1.06/gal (32%) a total estimated usage of $847,427. BACKGROUND The Orange County Sanitiation District (OC San) uses chemical injection systems in its sewage collection system to reduce the formation of Hydrogen Sulfide in the vapor space of the system. Hydrogen Sulfide is a nuisance odorant that smells like rotten eggs and can cause corrosion of concrete and steel. The ROCCS program currently operates 10 continuous chemical dosing sites located in nine member-agency cities to reduce odors in the OC San service area and extend sewer pipes' life expectancy. Staff maintains oversight and daily interaction with the outsourced service Orange County Sanitation District Printed on 4/27/2022Page 1 of 4 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT File #:2022-2246 Agenda Date:5/4/2022 Agenda Item No:9. pipes'life expectancy.Staff maintains oversight and daily interaction with the outsourced service providers. In May 2018,OC San awarded an agreement to Hill Brothers Chemical Company and USP Technologies for the ROCCS Program,Specification No.C-2017-899BD,for the supply,delivery,and dosing services of ferrous chloride,magnesium hydroxide,and calcium nitrate.These agreements provide continuous chemical dosing within the regional trunk system and major tributary sewers using a combination of three chemicals for various applications.In addition to supplying the chemicals,the suppliers will provide all necessary equipment,including tanks,containment,pumps, piping, secure fencing, and equipment monitoring to determine tank levels, leaks, and pump rates. RELEVANT STANDARDS ·12 or fewer odor complaints per year under normal operating conditions in the collection system ·Zero odor incidents/events during normal operating conditions for Plant Nos. 1 and 2 ·Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting PROBLEM When staff initiated the agreement renewal process with the suppliers,the suppliers notified staff of an increase in the unit price of ferrous chloride,magnesium hydroxide,and calcium nitrate, associated field services,and a fuel surcharge fee,which exceeds the Board authorized contingencies. PROPOSED SOLUTION Staff recommends the approval of the negotiated unit price increases and additional contingencies for the remaining year of a multi-year contract. Staff will re-bid for future services. TIMING CONCERNS If no action is taken, then a lapse in service for odor control will occur. RAMIFICATIONS OF NOT TAKING ACTION Without action,ferrous chloride and magnesium hydroxide addition in the collection system will cease.Normal biological action in the sewer system will produce hydrogen sulfide in an uncontrolled manner, which causes odor and corrosion problems in the collection system. PRIOR COMMITTEE/BOARD ACTIONS May 2021 -Approved a unit price contingency increase of $0.74/gal to the Calcium Nitrate Contract with US Peroxide,LLC dba USP Technologies for the term July 1,2021,through June 30,2022,for a new total amount of $3.21/gal;for a total estimated usage of $1,071,339;and approved Amendment No.2 to the contract with Hill Brothers Chemical Company to approve an additional application service rate of $80/per site per day and a field service rate of $80/per site per day,and a flat Orange County Sanitation District Printed on 4/27/2022Page 2 of 4 powered by Legistar™ File #:2022-2246 Agenda Date:5/4/2022 Agenda Item No:9. service rate of $80/per site per day and a field service rate of $80/per site per day,and a flat surcharge delivery fee of $400 for a small truck delivered for low dosage site of ferrous chloride only, including, but not limited to Crystal Cove Pump Station and Tiffany Lift Station. April 2018 -Awarded an Agreement to Hill Brothers Chemical Company for the ROCCS Program, Specification No.C-2017-899BD for ferrous chloride chemical supply and dosing services for the period July 1,2018,through June 30,2019,with four (4)one-year renewal options for the supply and delivery of ferrous chloride at the unit price of $508.82/dry ton delivered (plus applicable sales tax) with application services at a unit price of $25/per site per day and field services at a unit price of $25/per site per day for an estimated total annual amount of $2,001,263,and approved annual unit price and program price contingency of 15% per agreement. ADDITIONAL INFORMATION Staff was notified of the additional unit price increases for the three chemicals,as well as a fuel surcharge fee.The vendors cited increases in fuel and transportation costs,energy costs,and inflation of commodities.Staff was able to negotiate a reduction in increases on the field service rates for ferrous chloride from a 52%increase to a 30%increase.Magnesium Hydroxide was negotiated down from 32%to a 24%increase and Calcium Nitrate was negotiated down from 32%to 28%.Due to the extreme volatility in chlorine manufacturing,staff was unable to negotiate a lower price for Ferrous Chloride. Some of the reasons cited for the unit price increases are trucking and rail freight fee increases,the limited supply of critical raw materials,and market conditions.In addition,escalating energy costs are significantly impacting the cost of operations for the chemical manufacturers,who are imposing a temporary 4% fuel surcharge until the average price of diesel fuel falls below $3.50/gallon. Staff is continuously monitoring the use of the chemicals in the collections systems and adjusting dosing rates,monitoring the effects of chemical ratio changes,and generally investigating ways to optimize chemical usage to increase chemical odor treatment efficiency in the collections system. Staff is also looking at alternative chemicals and combinations of alternative chemicals for potential use for odor control and has initiated a Chemical Resiliency Study.Based on the study,staff will commence trials of changes to chemical dosages. Staff intends to bid out the ROCCS contracts for the Fiscal Year 2023-24.The estimated usage for the Fiscal Year 2022-23 is 2,913 dry tons of Ferrous Chloride,3,509 dry tons of Magnesium Hydroxide, and 181,314 gallons of Calcium Nitrate. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted in the FY 2021-22 Budget Update,Operating Expense,Operating Materials and Supplies, Paragraph 3, Page 29. Orange County Sanitation District Printed on 4/27/2022Page 3 of 4 powered by Legistar™ File #:2022-2246 Agenda Date:5/4/2022 Agenda Item No:9. ATTACHMENT The following attachment(s)may be viewed online at the OC San website (www.ocsan.gov)with the complete agenda package: N/A DS:ct:sr Orange County Sanitation District Printed on 4/27/2022Page 4 of 4 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2229 Agenda Date:5/4/2022 Agenda Item No:10. FROM:James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: CAPITAL IMPROVEMENT PROGRAM (CIP) PROPOSED BUDGET FOR FY 2022-23 & 2023-24 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Information Item. BACKGROUND Staff will present the proposed Capital Improvement Program (CIP) budget to be included in the upcoming Fiscal Year 2022-23 & 2023-24 Budget recommendation. RELEVANT STANDARDS ·Protect OC San assets ·Ensure the public’s money is wisely spent ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: ·Presentation AN:sa Orange County Sanitation District Printed on 4/27/2022Page 1 of 1 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT 4/27/2022 1 Capital Improvement Program (CIP) Proposed Budget for FY2022‐23 & 23‐24 Presented by: Eros Yong, Engineering Manager Operations Committee May 4, 2022 FY 2022‐23 & 23‐24 Budget 2 Board Presentations: February – Budget Assumptions, Insurance Overview March – Revenue, Reserves April –Operational Expenditures May – Capital Improvement Program June –Board adopts FY 2022‐23 & 23‐24 Budget 1 2 4/27/2022 2 3 FY 2021‐22 CIP Activities $202 million Planning 7% Design 34% Construction 59% New Design Contracts 10 Totaling $38 M New Construction Contracts 25 Totaling $100 M FY 2021‐22 CIP Performance Performance Measure Goal Performance Projection Net CIP Outlay 85% ‐105% ($191M‐$236M) 90% ($202M) Non‐Construction Cost (% of Construction Costs)< 37.5%35.0% Cumulative Change Order Rate < 5%5.8% 4 3 4 $202 million 4/27/2022 3 0 50 100 150 200 250 300 350 400 Mi l l i o n s Ref: FY 2022‐23 & 23‐24 Budget, Section 4 5 10‐Year Net CIP Outlay: $3.08B 0 50 100 150 200 250 300 350 400 Mil l i o n s Projected FY 2022‐23 Proposed Net CIP Outlay FY2021‐22 Approved Net CIP Outlay Ref: FY 2022‐23 & 23‐24 Budget, Section 4 6 10‐Year Net CIP Outlay: $3.08B 5 6 -Projected -FY 2022-23 Proposed Net CIP Outlay --..... 4/27/2022 4 0 50 100 150 200 250 300 350 400 Mi l l i o n s Projected FY 2022‐23 Proposed Net CIP Outlay FY2021‐22 Approved Net CIP Outlay Ref: FY 2022‐23 & 23‐24 Budget, Section 4 7 10‐Year Net CIP Outlay: $3.08B $95M Decrease Over 5 Years $21M Decrease Over 10 Years 8 Total CIP Budget Authority Ref: FY 2021‐22 Budget, Appendix A & FY 2022‐23 & 23‐24 Budget, Section 8 Total CIP Budget Authority Budget FY 22‐23 Proposed Total CIP Budget Authority $4.289 billion FY 21‐22 Approved Total CIP Budget Authority $4.254 billion Net Change $35 million (0.8%) 7 8 --..... 4/27/2022 5 9 Total CIP Budget Authority Ref: FY 2022‐23 & 23‐24 Budget, Section 8 Net Change $35 million Proposed New Projects $98 million Proposed Project Budget Increases $261 million Proposed Project Budget Decreases ‐$133 million Proposed Project Cancellations/Closures ‐$192 million $359M ‐$324M 10 New Projects Ref: FY 2022‐23 & 23‐24 Budget, Section 8 Project No.Project Name Proposed Budget Start Date P1‐141 Administrative Facilities and Power Building 3A Demolition $8.9 M 2023 J‐137 120‐inch Ocean Outfall Rehabilitation $65 M 2023 P2‐140 Truck Loading Bay Odor Control Improvements at Plant No. 2 $7.6 M 2024 2‐78 Santa Ana Canyon South River Trunk Rehabilitation $16.3 M 2024 9 10 4/27/2022 6 11 Top Budget Increases Project Proposed Budget P2‐128 TPAD Digester Facility at Plant No.2 $475 M P2‐133 B/C‐Side Primary Sedimentation Basins Rehabilitation at Plant No. 2 $306 M P1‐126 Primary Sedimentation Basins No. 3‐5 Replacement at Plant No. 1 $183 M 5‐67 Bay Bridge Pump Station Replacement $106 M 3‐64 Rehabilitation of Western Regional Sewers $101 M Ref: FY 2022‐23 & 23‐24 Budget, Section 8 12 Top Budget Decreases Project Proposed Budget P2‐98 Primary Treatment Rehabilitation at Plant No. 2 $188 M P2‐138 Operations and Maintenance Complex at Plant No. 2 $84 M P1‐127 Central Generation Rehabilitation at Plant No. 1 $33 M 11‐34 Slater Pump Station Rehabilitation $29 M Ref: FY 2022‐23 & 23‐24 Budget, Section 8 11 12 4/27/2022 7 0 50 100 150 200 250 300 350 400 Mi l l i o n s Projected FY 2022‐23 Proposed Net CIP Outlay Ref: FY 2022‐23 & 23‐24 Budget, Section 4 13 10‐Year Net CIP Outlay: $3.08B 0 50 100 150 200 250 300 350 400 Mil l i o n s Projected FY 2022‐23 Proposed Net CIP Outlay Ref: FY 2022‐23 & 23‐24 Budget, Section 4 14 10‐Year Net CIP Outlay: $3.08B $268 million 13 14 ■ ■ ■ ■ 4/27/2022 8 15 Projected FY 2022-23 Net CIP Outlay $268 million Planning 9% Design 11% Construction 80% Ref: FY 2022‐23 & 23‐24 Budget, Section 8 Rehabilitation and Replacement 68% Strategic Initiatives 16% Additional Capacity 4% Regulatory 12% 0 50 100 150 200 250 300 350 400 FY 2 2 ‐23 FY 2 3 ‐24 FY 2 4 ‐25 FY 2 5 ‐26 FY 2 6 ‐27 FY 2 7 ‐28 FY 2 8 ‐29 FY 2 9 ‐30 FY 3 0 ‐31 FY 3 1 ‐32 FY 3 2 ‐33 FY 3 3 ‐34 FY 3 4 ‐35 FY 3 5 ‐36 FY 3 6 ‐37 FY 3 7 ‐38 FY 3 8 ‐39 FY 3 9 ‐40 FY 4 0 ‐41 FY 4 1 ‐42 Mi l l i o n s ($ ) 16 20‐Year Net CIP Outlay: $6 Billion Ref: FY 2022‐23 & 23‐24 Budget, Section 4 10‐Year CIP 15 16 $268 Ilion 4/27/2022 9 0 50 100 150 200 250 300 350 400 FY 1 2 ‐13 FY 1 3 ‐14 FY 1 4 ‐15 FY 1 5 ‐16 FY 1 6 ‐17 FY 1 7 ‐18 FY 1 8 ‐19 FY 1 9 ‐20 FY 2 0 ‐21 FY 2 1 ‐22 FY 2 2 ‐23 FY 2 3 ‐24 FY 2 4 ‐25 FY 2 5 ‐26 FY 2 6 ‐27 FY 2 7 ‐28 FY 2 8 ‐29 FY 2 9 ‐30 FY 3 0 ‐31 FY 3 1 ‐32 FY 3 2 ‐33 FY 3 3 ‐34 FY 3 4 ‐35 FY 3 5 ‐36 FY 3 6 ‐37 FY 3 7 ‐38 FY 3 8 ‐39 FY 3 9 ‐40 FY 4 0 ‐41 FY 4 1 ‐42 Mi l l i o n s ($ ) Actual Proposed Net CIP Outlay 17 Annual CIP Outlay –Next 20 Years Ref: FY 2022‐23 & 23‐24 Budget, Section 4 18 Proposed Staff Positions Construction Management Position FY 21‐22 FY 22‐23 Manager 1 1 Engineering Supervisor 2 3 Senior Engineer 3 4 Engineer 7 8 Associate Engineer 2 2 Inspection Supervisor 3 3 Senior Inspector 6 7 Inspector 11 14 Support Staff 3 3 Admin/Clerical 4 4 TOTAL 42 49 17 18 ■ ■ 11fttdtl 4/27/2022 10 19 Operating Expenses Grow with Inflation $0 $50 $100 $150 $200 $250 $300 $350 $400 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Expenditure Summary ($M) Operating CIP Debt Service/Other Budget Projected Proposed Proposed 21‐22 21‐22 22‐23 23‐24 Salaries, Wages & Benefits $ 108.1 $ 106.9 $ 112.8 $ 118.1 Materials, Supplies & Services 97.6 98.3 109.1 113.1 Cost Allocation (21.7) (21.5) (20.8) (21.6) Net Operating Costs $ 184.0 $ 183.7 $ 201.1 $ 209.6 % Change from Projected 9.5% 4.2% % Change from Budget 9.3% 4.2% Summary 20 19 20 4/27/2022 11 Expense Overview 21 Description 2021-22 Budget 2021-22 Projected 2022-23 Proposed % Change 2023-24 Proposed % Change Salaries, Wages & Benefits $ 108.1 $ 106.9 $ 112.8 5.5% $ 118.1 4.7% Repairs & Maintenance 29.7 34.8 32.1 -7.8% 33.8 5.3% Operating Materials & Supplies 22.0 21.8 24.3 11.5% 26.0 7.0% Contractual Services 19.1 17.6 20.1 14.2% 21.3 6.0% Utilities 9.3 10.9 12.8 17.4% 12.6 -1.6% Professional Services 6.9 5.2 7.8 50.0% 7.6 -2.6% Other 10.6 8.0 12.0 50.0% 11.8 -1.7% Total Non-Salary 97.6 98.3 109.1 11.0% 113.1 3.7% Total Before Allocation 205.7 205.2 221.9 8.1% 231.2 4.2% Cost Allocation (21.7) (21.5) (20.8) -3.3% (21.6) 3.8% Net Operating Requirements $ 184.0 $ 183.7 $ 201.1 9.5% $ 209.6 4.2% 2022-23 and 2023-24 Budget Development - Expense Summary (In Millions) 22 Projected Rates Less than Projected Inflation 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Projected Rates Increases vs. Historical Inflation OC San Inflation 21 22 4/27/2022 12 23 Rates Questions ? 24 23 24 Los Angeles County City of Fresno Irvine Ranch Water District Oro Loma Sanitaf)'District Orange county sanitation District Orange County Sanitation District Sacramento County City of Hayward East Bay MUD Dublin San Ramon Services District UnionSanitaJ)'District City of San Diego CityofLosAngeles Central Contra Costa Sanitary District Vallejo Sanitation/Rood Control District San Francisco S- Annual Single Family Residential Rates (July 2021) ·, .. FY 2027-28 S200 $400 $600 $800 $1,000 $1,200 $1,400 OPERATIONS COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2022-2189 Agenda Date:5/4/2022 Agenda Item No:11. FROM:James D. Herberg, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: OPERATIONS & MAINTENANCE: WASTEWATER 101 PART 2: TREATMENT AND RECYCLING GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Information Item. BACKGROUND Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month’s topic: Orange County Sanitation District Operations & Maintenance Wastewater 101 Part 2, Treatment and Recycling. RELEVANT STANDARDS ·24/7/365 treatment plant reliability ·Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting ·Listen to and seriously consider community input on environmental concerns ·Build brand, trust, and support with policy makers and community leaders ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: ·Presentation Orange County Sanitation District Printed on 4/27/2022Page 1 of 1 powered by Legistar™ OC6SAN ORANGE COUNTY SANITATION DISTRICT 4/27/2022 1 Orange County Sanitation District Wastewater Treatment Presented By: April Frost, Chief Plant Operator Plant No. 1 Operations Committee May 4, 2022 Water Reclamation Process 2 1 2 lnfluents Water Preliminary Water Primary Water Secondary Treatment Residential, Industrial ---Treatment ---Treatment ---and Commerical Resource Recovery of Solids --J, Secondary Sludge r ,;.,# Water Groundwater ReplenishmentS;ste~ OROcean ~ Compost & Land Application 4/27/2022 2 Metering and Diversion Structure 3 Preliminary Treatment Barscreen Grit Chamber Grit is mostly inorganic material like sand, gravel, and eggshells. Grit is very abrasive and heavy. It clogs flow channels and digesters and wears out pumps. 4 3 4 raw sewage grit chamber __J L .~.-•. ," • I • sewage with grit removed grit removed l===::::::.a-. periodically from collection trap 4/27/2022 3 Primary Treatment Secondary Treatment Trickling Filter at Plant No. 1 Activated Sludge Process 6 5 6 Return activated sludge 4/27/2022 4 Effectiveness of Water Treatment Raw Sewage Primary Treated Effluent Secondary Treated Effluent 7 Solids Recovery Process Anaerobic Digester 8 7 8 4/27/2022 5 Dewatering Operation Centrifuge System at Plant No. 1 9 Truckloading 10 9 10 liquid • solids .J 4/27/2022 6 Central Generation Engines Plant No. 2 Central Generation Engines 11 Evolution of Ocean Discharge 12 11 12 Fiscal Year 1990-1991 1996-1997 2008-2009 (GWRS Initial Exapnsion) 2019-2020 (GWRS Final Expansion) OC San Daily Ocean Outfall Effluent Average [MGD] 262 242 167 92 101 •mostly non-reclaimable : SAWPA discharge and GWRS RO reject 4/27/2022 7 Agency Partnerships Coordination and Communication to ensure Discharge Quality for OCWD and the Ocean Outfall •Flow management and infrastructure soundness •Change in wastewater stream/source •Change in influent and effluent characteristics •Change in operations 13 Environmental Compliance and Reporting Governance 14 13 14 MfriMIM ►fa·◄ +iiHi+Hi ~ ~ Water Boards I'' Irvine Ranch 1.j Water District \ Santa Ana Watershed Project Authority Urban Runoff ft EPA Unl1ed S1a1es O ~=mental Prolection t: heal 11 CAREAGF I Y Cal Recycle~ 4/27/2022 8 FY 2020/21 Operating Costs 15 Questions ? 15 16 2020-21 Direct Costs $65.5 Million Odor Control, 12%A ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California Water Agencies LOS Level Of Service RFP Request For Proposal APWA American Public Works Association MGD Million Gallons Per Day RWQCB Regional Water Quality Control Board AQMD Air Quality Management District MOU Memorandum of Understanding SARFPA Santa Ana River Flood Protection Agency ASCE American Society of Civil Engineers NACWA National Association of Clean Water Agencies SARI Santa Ana River Interceptor BOD Biochemical Oxygen Demand NEPA National Environmental Policy Act SARWQCB Santa Ana Regional Water Quality Control Board CARB California Air Resources Board NGOs Non-Governmental Organizations SAWPA Santa Ana Watershed Project Authority CASA California Association of Sanitation Agencies NPDES National Pollutant Discharge Elimination System SCADA Supervisory Control And Data Acquisition CCTV Closed Circuit Television NWRI National Water Research Institute SCAP Southern California Alliance of Publicly Owned Treatment Works CEQA California Environmental Quality Act O & M Operations & Maintenance SCAQMD South Coast Air Quality Management District CIP Capital Improvement Program OCCOG Orange County Council of Governments SOCWA South Orange County Wastewater Authority CRWQCB California Regional Water Quality Control Board OCHCA Orange County Health Care Agency SRF Clean Water State Revolving Fund CWA Clean Water Act OCSD Orange County Sanitation District SSMP Sewer System Management Plan CWEA California Water Environment Association OCWD Orange County Water District SSO Sanitary Sewer Overflow EIR Environmental Impact Report OOBS Ocean Outfall Booster Station SWRCB State Water Resources Control Board EMT Executive Management Team OSHA Occupational Safety and Health Administration TDS Total Dissolved Solids EPA US Environmental Protection Agency PCSA Professional Consultant/Construction Services Agreement TMDL Total Maximum Daily Load FOG Fats, Oils, and Grease PDSA Professional Design Services Agreement TSS Total Suspended Solids gpd gallons per day PFAS Per- and Polyfluoroalkyl Substances WDR Waste Discharge Requirements GWRS Groundwater Replenishment System PFOA Perfluorooctanoic Acid WEF Water Environment Federation ICS Incident Command System PFOS Perfluorooctanesulfonic Acid WERF Water Environment & Reuse Foundation IERP Integrated Emergency Response Plan POTW Publicly Owned Treatment Works WIFIA Water Infrastructure Finance and Innovation Act JPA Joint Powers Authority ppm parts per million WIIN Water Infrastructure Improvements for the Nation Act LAFCO Local Agency Formation Commission PSA Professional Services Agreement 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) – A joint 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 OCSD 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 GWRS process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP) – An alliance of the NACWA and WEF, with advisory support from the EPA. 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. PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – A large group (over 6,000) of human-made compounds that are resistant to heat, water, and oil and used for a variety of applications including firefighting foam, stain and water-resistant clothing, cosmetics, and food packaging. Two PFAS compounds, perfluorooctanesulfonic acid (PFOS) and perfluorooctanoic acid (PFOA) have been the focus of increasing regulatory scrutiny in drinking water and may result in adverse health effects including developmental effects to fetuses during pregnancy, cancer, liver damage, immunosuppression, thyroid effects, and other effects. PERFLUOROOCTANOIC ACID (PFOA) – An ingredient for several industrial applications including carpeting, upholstery, apparel, floor wax, textiles, sealants, food packaging, and cookware (Teflon). PERFLUOROOCTANESULFONIC ACID (PFOS) – A key ingredient in Scotchgard, a fabric protector made by 3M, and used in numerous stain repellents. 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. 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. ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS 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. OCSD’s service area is in the Santa Ana River Watershed.