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Home My WebLink About09-25-2024 Steering Committee Meeting Complete Agenda Packet SPECIAL NOTICE PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS Steering Committee Meeting Wednesday, September 25, 2024 5:00 p.m. 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. IN-PERSON MEETING ATTENDANCE You may attend the meeting in-person at the following location: Orange County Sanitation District Headquarters Building 18480 Bandilier Circle Fountain Valley, CA 92708 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. 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: 865 804 168# 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. WATCH THE MEETING ONLINE The meeting will be available for online viewing at: https://ocsd.legistar.com/Calendar.aspx SUBMIT A COMMENT 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. For any questions and/or concerns, please contact the Clerk of the Board’s office at 714-593-7433. Thank you for your interest in OC San! September 18, 2024 NOTICE OF REGULAR MEETING STEERING COMMITTEE ORANGE COUNTY SANITATION DISTRICT Wednesday, September 25, 2024 – 5:00 P.M. Headquarters Building 18480 Bandilier Circle Fountain Valley, CA 92708 ACCESSIBILITY FOR THE GENERAL PUBLIC Your participation is always welcome. Specific information as to how to participate in this meeting is detailed on the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during this meeting: you may participate in person, 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 Steering Committee of the Orange County Sanitation District will be held at the above location and in the manner indicated on Wednesday, September 25, 2024 at 5:00 p.m. STEERING COMMITTEE & BOARD MEETING DATES October 23, 2024 November 20, 2024 * December 18, 2024 * January 22, 2025 February 26, 2025 March 26, 2025 April 23, 2025 May 28, 2025 June 25, 2025 July 23, 2025 August 27, 2025 September 24, 2025 * Meeting will be held on the third Wednesday of the month ROLL CALL STEERING COMMITTEE Meeting Date: September 25, 2024 Time: 5:00 p.m. COMMITTEE MEMBERS (7) Ryan Gallagher, Board Chair Jon Dumitru, Board Vice-Chair Pat Burns, Operations Committee Chair Christine Marick, Administration Committee Chair Glenn Grandis, Member-At-Large Chad Wanke, Member-At-Large John Withers, Member-At-Large OTHERS Scott Smith, General Counsel STAFF Rob Thompson, General Manager Lorenzo Tyner, Assistant General Manager Jennifer Cabral, Director of Communications Mike Dorman, Director of Engineering Laura Maravilla, Director of Human Resources Riaz Moinuddin, Director of Operations & Maintenance Wally Ritchie, Director of Finance Lan Wiborg, Director of Environmental Services Kelly Lore, Clerk of the Board ORANGE COUNTY SANITATION DISTRICT Effective 01/23/2024 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR Anaheim Stephen Faessel Carlos A. Leon Brea Christine Marick Cecilia Hupp Buena Park Joyce Ahn Art Brown Cypress Scott Minikus Bonnie Peat Fountain Valley Glenn Grandis Ted Bui Fullerton Bruce Whitaker Nick Dunlap Garden Grove Stephanie Klopfenstein John O’Neill Huntington Beach Pat Burns Gracey Van Der Mark Irvine Farrah N. Khan Kathleen Treseder La Habra Rose Espinoza Jose Medrano La Palma Debbie Baker Mark I. Waldman Los Alamitos Jordan Nefulda Shelley Hasselbrink Newport Beach Brad Avery Erik Weigand Orange Jon Dumitru John Gyllenhammer Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Benjamin Vazquez Seal Beach Schelly Sustarsic Lisa Landau Stanton David Shawver Carol Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Robbie Pitts Jordan Wu Sanitary/Water Districts Costa Mesa Sanitary District Bob Ooten Art Perry Midway City Sanitary District Andrew Nguyen Tyler Diep Irvine Ranch Water District John Withers Douglas Reinhart Yorba Linda Water District Phil Hawkins Tom Lindsey County Areas Board of Supervisors Doug Chaffee Donald P. Wagner STEERING COMMITTEE Regular Meeting Agenda Wednesday, September 25, 2024 - 5:00 PM Huntington Beach Room Headquarters Building 18480 Bandilier Circle 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 OC San's Headquarters Building located at 18480 Bandilier Circle, 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 those distributed less than 72 hours prior to the meeting to a majority of the Board of Directors, are available for public inspection with 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 RECORDING: A 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. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be submitted 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: Rob Thompson, rthompson@ocsan.gov / (714) 593-7110 Asst. General Manager: Lorenzo Tyner, ltyner@ocsan.gov / (714) 593-7550 Director of Communications: Jennifer Cabral, jcabral@ocsan.gov / (714) 593-7581 Director of Engineering: Mike Dorman, mdorman@ocsan.gov / (714) 593-7014 Director of Environmental Services: Lan Wiborg, lwiborg@ocsan.gov / (714) 593-7450 Director of Finance: Wally Ritchie, writchie@ocsan.gov / (714) 593-7570 Director of Human Resources: Laura Maravilla, lmaravilla@ocsan.gov / (714) 593-7007 Director of Operations & Maintenance: Riaz Moinuddin, rmoinuddin@ocsan.gov / (714) 593-7269 STEERING COMMITTEE Regular Meeting Agenda Wednesday, September 25, 2024 CALL TO ORDER 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 participate in person, 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. REPORTS: The Board 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. 1.2024-3823APPROVAL OF MINUTES RECOMMENDATION: Approve minutes of the Regular meeting of the Steering Committee held August 28, 2024. Originator:Kelly Lore Agenda Report 08-28-2024 Steering Committee meeting minutes Attachments: NON-CONSENT: 2.2024-3815SOUTHERN CALIFORNIA EDISON - REPLACEMENT OF THE POWER PURCHASE AGREEMENT AT PLANT NO. 2 RECOMMENDATION: Recommend to the Board of Directors to: Approve the Net Energy Metering Interconnection Agreement (NST-497000) and Affidavit with Southern California Edison (SCE) Company and Orange County Sanitation District (OC San) to allow service under the Net Energy Metering (NEM-ST) tariff. Originator:Riaz Moinuddin Page 1 of 4 STEERING COMMITTEE Regular Meeting Agenda Wednesday, September 25, 2024 Agenda Report Draft Net Energy Metering Interconnection Agreement Draft NEM Customer-Generator Affidavit Amendment No. 4 Amendment No. 3 Amendment No. 2 Amendment No. 1 Original Agreement Attachments: 3.2024-3854LABOR CONTRACT NEGOTIATIONS - CHIEF NEGOTIATOR RECOMMENDATION: Recommend to the Board of Directors to: Authorize the Board Chairman to execute an agreement for special services with Liebert Cassidy Whitmore and approve Laura Drottz Kalty to serve as Chief Negotiator for labor contract negotiations for an amount not to exceed $100,000. Originator:Laura Maravilla Agenda Report Agreement for Special Services - Liebert Cassidy Whitmore Attachments: INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. CS-1 2024-3819CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 Page 2 of 4 STEERING COMMITTEE Regular Meeting Agenda Wednesday, September 25, 2024 BKK Working Group, et al. v. Albertsons Companies, Inc., et al., United States District Court Central District of California, Court Case No. 2:18-CV-05836-MWF(PLAx). Agenda Report Steering CS Memo re BKK v. Albertsons Attachments: CS-2 2024-3820CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 Orange County Sanitation District, a public entity v. Bayside Village Marina, LLC, a limited liability company; Laguna Beach County Water District, a public entity; and Does 1-100, inclusive; and all Persons Unknown Claiming an Interest in the Property, Superior Court of California, County of Orange, Case No. 30-2022-01251890. Agenda Report Steering CS Memo re Bayside Village Marina Attachments: CS-3 2024-3822CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 Orange County Sanitation District v. Robert M. Jackson, et al., Orange County Superior Court Case No. 30-2024-01379706-CU-OR-CJC. Agenda Report Steering CS Memo re Jackson Attachments: CS-4 2024-3857CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(4) RECOMMENDATION: Convene in Closed Session: Number of Potential Cases: 1 Potential initiation of litigation. Agenda Report Steering CS Memo re Anticipated Litigation Attachments: RECONVENE IN REGULAR SESSION. Page 3 of 4 STEERING COMMITTEE Regular Meeting Agenda Wednesday, September 25, 2024 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: 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 meeting until the Regular Meeting of the Steering Committee on October 23, 2024 at 5:00 p.m. Page 4 of 4 STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3823 Agenda Date:9/25/2024 Agenda Item No:1. FROM:Robert Thompson, 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 Steering Committee held August 28, 2024. 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 24-09 ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·August 28, 2024 Steering Committee meeting minutes Orange County Sanitation District Printed on 9/13/2024Page 1 of 1 powered by Legistar™ Orange County Sanitation District Minutes for the STEERING COMMITTEE Wednesday, August 28, 2024 5:00 PM Conference Room A Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Board Chairman Ryan Gallagher on Wednesday, August 28, 2024 at 5:00 p.m. in the Administration Building of the Orange County Sanitation District. ROLL CALL AND DECLARATION OF QUORUM: The Clerk of the Board declared a quorum present as follows: PRESENT:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad Wanke and John Withers ABSENT:Glenn Grandis STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of Environmental Services; Kelly Lore, Clerk of the Board; Cheri Calisang; Jackie Castro; Don Cutler; Thys DeVries; Martin Dix; Rob Michaels; Aldwin Ramirez; Perla Rodriguez; Vianey Sorto-Gaona; Kevin Work; and Ruth Zintzun were present in Conference Room A. OTHERS PRESENT: Scott Smith, General Counsel; Guillermo Frias, Associate Counsel; Shawn Cobb, Special Counsel, Allen Matkins; and Mike D'Angelo, Special Counsel, Woodruff & Smart; were present in Conference Room A. PUBLIC COMMENTS: None. REPORTS: Chair Gallagher announced that all future Board and Committee meetings will be held at the Headquarters Building, starting with the Operations Committee meeting on September 4th. He also noted that the Board of Directors annual photo will be taken between the Steering Committee and Board meetings on September 25th. Additionally, Chair Gallagher provided instructions on how to exit the Plant after the meeting due to the front gate being inoperable. General Manager Rob Thompson did not provide a report. Page 1 of 6 STEERING COMMITTEE Minutes August 28, 2024 CONSENT CALENDAR: 1.APPROVAL OF MINUTES 2024-3742 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the Regular meeting of the Steering Committee held July 24, 2024. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John Withers NOES:None ABSENT:Glenn Grandis and Chad Wanke ABSTENTIONS:None 2.LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF JULY 2024 2024-3762 Originator: Jennifer Cabral MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Legislative Affairs Update for the month of July 2024. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John Withers NOES:None ABSENT:Glenn Grandis and Chad Wanke ABSTENTIONS:None 3.PUBLIC AFFAIRS UPDATE FOR THE MONTH OF JULY 2024 2024-3767 Originator: Jennifer Cabral MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Public Affairs Update for the month of July 2024. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John Withers NOES:None ABSENT:Glenn Grandis and Chad Wanke ABSTENTIONS:None Page 2 of 6 STEERING COMMITTEE Minutes August 28, 2024 NON-CONSENT: 4.BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 2024-3748 Originator: Mike Dorman Director of Engineering Mike Dorman provided an overview of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve a Project Specific Maintenance Agreement with the California Department of Transportation (Caltrans) for the construction and maintenance of force mains, drainage pipes, retaining wall, sidewalk, curb and gutter hardscape, and landscaping within the Caltrans right-of-way for the Bay Bridge Pump Station Replacement, Project No. 5-67. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John Withers NOES:None ABSENT:Glenn Grandis and Chad Wanke ABSTENTIONS:None 5.BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 2024-3749 Originator: Mike Dorman Mr. Dorman provided an overview of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Utility Permit Agreement with the County of Orange for installing force mains under the Lower Newport Bay Channel for the Bay Bridge Pump Station Replacement, Project No. 5-67; and B. Approve a one-time payment of $5,000 to the County of Orange for fees associated with the Utility Permit Agreement. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John Withers NOES:None ABSENT:Glenn Grandis and Chad Wanke ABSTENTIONS:None Page 3 of 6 STEERING COMMITTEE Minutes August 28, 2024 6.UPDATE TO RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE ORANGE COUNTY SANITATION DISTRICT 2024-3764 Originator: Jennifer Cabral Chair Gallagher provided an update on the Rules of Procedure for the Conduct of Business. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve moving the consideration of legislative and public affairs matters from the Steering Committee to the Administration Committee; and B. Adopt Resolution No. OC SAN 24-09 entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District establishing Rules of Procedure for the Conduct of Business of the Orange County Sanitation District, and repealing Resolution No. OC SAN 22-37”. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John Withers NOES:None ABSENT:Glenn Grandis and Chad Wanke ABSTENTIONS:None Director Chad Wanke arrived at the meeting at 5:05 p.m. General Manager Thompson left the meeting during the discussion and vote on this item . 7.GENERAL MANAGER’S COMPENSATION AND BENEFITS 2024-3765 Originator: Laura Maravilla Director of Human Resources Laura Maravilla provided a brief report of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OC SAN 24-10 entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District approving a salary increase and salary range adjustment for the General Manager for Fiscal Year 2024/2025.” The increase consists of a salary range adjustment and corresponding salary increase of 7.3%, effective in the first pay period of July 2024. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad Wanke and John Withers Page 4 of 6 STEERING COMMITTEE Minutes August 28, 2024 NOES:None ABSENT:Glenn Grandis ABSTENTIONS:None INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(1) & 54957.6. The Committee convened in closed session at 5:07 p.m. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. CS-1 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) 2024-3772 CONVENED IN CLOSED SESSION: Number of Cases: 1 BKK Working Group, et al. v. Albertsons Companies, Inc., et al., United States District Court Central District of California, Court Case No. 2:18-CV-05836-MWF(PLAx). CS-2 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) 2024-3750 CONVENED IN CLOSED SESSION: Number of Cases: 1 Orange County Sanitation District, a public entity v. Bayside Village Marina, LLC, a limited liability company; Laguna Beach County Water District, a public entity; and Does 1-100, inclusive; and all Persons Unknown Claiming an Interest in the Property, Superior Court of California, County of Orange, Case No. 30-2022-01251890. CS-3 CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 2024-3763 CONVENED IN CLOSED SESSION: Page 5 of 6 STEERING COMMITTEE Minutes August 28, 2024 Designated Representatives: General Manager Robert Thompson, Assistant General Manager Lorenzo Tyner, and Director of Human Resources Laura Maravilla. Employee Organizations: (3) International Union of Operating Engineers, Local 501; Orange County Employees Association; and the Supervisory and Professional Management Group. Unrepresented Employees: (3) Confidential Group; Managers Group; and Executive Managers Group RECONVENE IN REGULAR SESSION. The Committee reconvened in regular session at 5:56 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Scott Smith stated there was no reportable action. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Gallagher declared the meeting adjourned at 5:58 p.m. to the next Regular Steering Committee meeting to be held on Wednesday, September 25, 2024 at 5:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 6 of 6 STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3815 Agenda Date:9/25/2024 Agenda Item No:2. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: SOUTHERN CALIFORNIA EDISON -REPLACEMENT OF THE POWER PURCHASE AGREEMENT AT PLANT NO. 2 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve the Net Energy Metering Interconnection Agreement (NST-497000)and Affidavit with Southern California Edison (SCE)Company and Orange County Sanitation District (OC San)to allow service under the Net Energy Metering (NEM-ST) tariff. BACKGROUND OC San operates five Central Generation engines and a steam turbine at Plant No.2.The engines and steam turbine normally generate 100%of the power demand at Plant No.2 and a nominal amount that is exported. OC San and SCE entered into a Power Purchase Agreement (PPA)on September 9,1991.This agreement has had four amendments,most recently in July 2023 while SCE was processing OC San’s application for service under the NEM-ST tariff. That application has been approved. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The original PPA extension is set to expire on November 30,2024.The NEM-ST tariff agreement will incorporate a new PPA and allow OC San to continue exporting power to SCE. PROPOSED SOLUTION Approve the Net Energy Metering Interconnection Agreement and Affidavit to allow power export with a new PPA through the NEM-ST tariff. Orange County Sanitation District Printed on 9/17/2024Page 1 of 3 powered by Legistar™ File #:2024-3815 Agenda Date:9/25/2024 Agenda Item No:2. TIMING CONCERNS Not approving the NEM-ST arrangement would leave OC San without a PPA after November 2024. RAMIFICATIONS OF NOT TAKING ACTION Without this agreement, OC San will not be able to export power at Plant No. 2. PRIOR COMMITTEE/BOARD ACTIONS July 2023 -Approved and Authorized the Board Chairman to execute Amendment No.4 to the Power Purchase Agreement (QFID-04)with Southern California Edison (SCE)Company and Orange County Sanitation District,to allow for the extension of the term and to adjust the price for all energy delivered to SCE during the extension period. November 2018 -Approved Amendment No.3 to the As-Available Capacity and Energy Power Purchase Agreement with Southern California Edison Company,to allow the Orange County Sanitation District to receive monthly sale statements from Southern California Edison Company through the electronic mail system. September 2005 -Authorized the General Manager to approve Amendment No.2 to the Power Purchase Agreement (QF 1098)with Southern California Edison Company,changing the type of the Plant 2 power generating facility from small power producer to co-generator facility. February 2002 -Authorized the General Manager to execute contract amendments to the existing “As Available Capacity and Energy Power Purchase Agreements”with Southern California Edison,as follows,providing for the method of payment by Edison of money owed to the District for power sold to Edison from November 2000 through March 2001,in a form approved by General Counsel: Amendment No.1 to Agreement Implementing Section 4.4 of Amendment No.1 to Power Purchase Agreement -QFID 2640 (for Plant 1),including Conditional Release and Waiver.Amendment No.1 to Agreement Implementing Section 4.4 of Amendment No.1 to Power Purchase Agreement -QFID 1098 (for Plant 2), including Conditional Release and Waiver. August 2001 -Authorized the General Manager to execute contract amendments to the existing “As Available Capacity and Energy Power Purchase Agreements”with Southern California Edison,as follows,in a form approved by General Counsel:Amendment No.1 To Power Purchase Agreement - QFID 2640 (for Plant 1).Agreement Amending Amendment No.1 To Power Purchase Agreement - QFID 2640 (for Plant 1).Amendment No.1 To Power Purchase Agreement -QFID 1098 (for Plant 2). Agreement Amending Amendment No. 1 To Power Purchase Agreement - QFID 1098 (for Plant 2). May 1991 -Approved documents relative to arrangements with Southern California Edison Company for parallel operation of power generating facilities and for purchase and sale of excess power in connection with the new Central Treatment Plant No. 2. ADDITIONAL INFORMATION N/A Orange County Sanitation District Printed on 9/17/2024Page 2 of 3 powered by Legistar™ File #:2024-3815 Agenda Date:9/25/2024 Agenda Item No:2. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 5,Page 7,Net Operating Expense)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: ·Draft Net Energy Metering Interconnection Agreement ·Draft NEM Customer-Generator Affidavit ·Amendment No. 4 ·Amendment No. 3 ·Amendment No. 2 ·Amendment No. 1 ·Original Agreement Orange County Sanitation District Printed on 9/17/2024Page 3 of 3 powered by Legistar™ SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 1 of 23 12/2023 This Net Billing Tariff (NBT) or Net Energy Metering and Generating Facility Interconnection Agreement (“Agreement”) is entered into by and between Orange County Sanitation District (“Customer”), and Southern California Edison Company (“SCE”), sometimes also referred to herein jointly as “Parties” or individually as “Party.” 1. APPLICABILITY This Agreement is applicable only to Customers who satisfy all requirements of the definition of a Renewable Electrical Generating Facility (“Generating Facility”) sized greater than one megawatt (“MW”) as set forth in paragraph 1 of subdivision (a) of Section 25741 of the California Public Resources Code and who will be served according to the provisions of Schedule NBT or Schedule NEM-ST. 2. SUMMARY OF GENERATING FACILITY AND CUSTOMER ACCOUNT 2.1 Generating Facility Identification Number: NST-497000 2.2 Customer Meter Number: X345P-006016 2.3 Customer Service Account Number: 8015695676 2.4 Applicable Rate Schedule: TOU-8 Option D, Standby 2.5 Generating Facility Location: 22212 Brookhurst St, Huntington Beach, CA, 92646 2.5.1 This agreement is applicable only to the Generating Facility described below and installed at the above location. The Generating Facility may not be relocated or connected to SCE’s system at any other location without SCE’s express written permission. 2.5.2 This Agreement is applicable only to Renewable Electrical Generating Facilities, which includes biomass, solar thermal, photovoltaic, wind, geothermal, fuel cells (using renewable fuel), small hydroelectric generation, digester gas, municipal solid waste conversion, landfill gas, ocean wave, ocean thermal, or tidal current, and any additions or enhancements using such technology. 2.5.3 Renewable Electrical Generating Facilities using fuel cells, municipal solid waste conversion, and small hydroelectric generating will be required to sign an affidavit (Form 14-912) certifying the following criteria have been met: a) For purposes of this Agreement, qualifying “solid waste conversion” is defined pursuant to Public Resources Code Section 25741(b)(3). b) For purposes of qualifying under “fuel cell” using renewable fuels, the Generating Facility must use technology the California Public Utilities Commission (“Commission”) determines will achieve reductions in emissions of greenhouse gases and meet emissions requirements for eligibility for funding pursuant to the Self-Generation Incentive Programs. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 2 of 23 12/2023 c) A “small hydroelectric” generating facility is not an eligible Generating Facility if it will cause an adverse impact on instream beneficial uses or cause a change in the volume or timing of streamflow. 2.6 Generating Facility Technology (technologies using the renewable resources reflected above): Digester gas fueled cogeneration. 2.7 Generating Facility Nameplate Rating (kW): 16,000 kW 2.8 Generating Facility CEC-AC Rating or Equivalent (kW): 16,000 kW 2.9 Estimated annual energy production of the Generating Facility (kWh): 110,160,000 kWh 2.10 Existing Service: Total annual usage (kWh): 2,582,772 kWh 3. NBT Generating Facility Size Attestation for Existing Service 3.1 The Generating Facility should be sized such that the total annual output in kWh is primarily used to offset the customer’s own annual electrical requirements. For a customer with a SCE account that has 12 or more months of billing history, the most recent 12 months usage is used to determine the estimated size of the Generating Facility. Should the customer elect to oversize their Generating Facility (as compared to the 12-month usage history), the following attestation is required when seeking service under Schedule NBT: 3.2 By initialing each line in the section below, I attest to the following: _______ The Generating Facility is oversized to meet my expected increased future electrical usage (i.e., increased usage resulting from an electric vehicle or other electrical appliances to support electrification). _______ The Generating Facility’s estimated annual production in kWh is no larger than 150 percent of my most recent 12 months of total usage. _______ I expect to increase my electrical usage to correspond with the size of my Generating Facility within the next year (12 months after receiving Permission to Operate (PTO)). _______ I have recently increased my electrical usage and my Generating Facility’s estimated annual production in kWh is no larger than 150 percent of my current projected electrical usage over 12 months. This means that additional electrical usage is planned so that my Generating Facility’s annual kWh production is not expected to exceed 150 percent of my current usage projected over the first 12 months after PTO. _______ I understand that SCE reserves the right to further validate that the Generating Facility is sized in accordance with Schedule NBT. 4. NBT Generating Facility Size Attestation for New service or Customers with Less than 12- Month of Usage History Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 3 of 23 12/2023 4.1 The Generating Facility should be sized such that the total annual output in kWh is primarily used to offset the customer’s own annual electrical requirements. For a new customer, or a customer with less than 12 months of billing history, the following attestation is required when seeking service under Schedule NBT: 4.2 By initialing each line in the section below, I attest to the following: _______ The Generating Facility is sized to meet expected my future electrical usage. _______ I expect that my electrical usage will correspond to the size of the Generating Facility within the next year (12 months after receiving Permission to Operate (PTO)). _______ I understand that SCE reserves the right to further validate that the Generating Facility is sized in accordance with Schedule NBT. 5. GENERATING FACILITY INTERCONNECTION AND DESIGN REQUIREMENTS: 5.1 Customer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and/or permits. 5.2 Customer shall be responsible for all applicable study costs as outlined in SCE’s Electric Tariff Rule 21 – Generating Facility Interconnections (“Rule 21”). 5.3 If the studies conducted pursuant to the applicable provisions of Rule 21 result in the need for upgrades to SCE’s Distribution and/or Transmission System, SCE shall be afforded the time necessary to complete those upgrades before issuing written approval allowing the Customer to operate the Generating Facility. Costs for those upgrades and any necessary Interconnection Facilities shall be borne by the Customer, pursuant to the terms and conditions outlined in Attachments A and B of this Agreement. 5.4 The Generating Facility shall meet all applicable safety and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers (“IEEE”), and accredited testing laboratories such as Underwriters Laboratories (“UL”), and, where applicable, rules of the Commission regarding safety and reliability. This requirement shall include, but not be limited to, the provisions of IEEE Standard 929, UL Standard 1741 and SCE’s Electric Rule 21 – Generating Facility Interconnections. 5.5 The Generating Facility must have a warranty of at least 10 years for all equipment and the associated installation from the system provider. Warranties or service agreements conforming to requirements applicable to the Self-Generation Incentive Program (“SGIP”) may be used for technologies eligible for the SGIP. In appropriate circumstances conforming to industry practice, this requirement may also rely on and be satisfied by manufacturers’ warranties for equipment and separate contractors’ warranties for workmanship (i.e., installation). 5.6 All major solar system components (including PV panels and other generation equipment, inverters and meters) must be on the verified equipment list maintained by the California Energy Commission (“CEC”). Any other equipment, as determined by SCE, must be Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 4 of 23 12/2023 verified as having safety certification from a Nationally Recognized Testing Laboratory (“NRTL”). 5.7 Customer shall not commence parallel operation of the Generating Facility until written approval has been provided to it by SCE. 5.8 SCE shall have the right to have its representatives present at the final inspection made by the local authority having jurisdiction to inspect and approve the installation of the Generating Facility. 5.9 Customer shall not add generation capacity in excess of the ratings set forth in Sections 2.7 and 2.8 of this Agreement, or otherwise modify the Generating Facility without the prior written permission of SCE. 6. METERING AND BILLING: Metering requirements and billing procedures shall be set forth in the SCE, Electric Service Provider’s, Community Choice Aggregator’s and/or Community Aggregator’s rate schedule(s) applicable to the electric service account assigned to the location where the Generating Facility is connected. 7. DISCONNECTION, INTERRUPTION OR REDUCTION OF DELIVERIES: 7.1 SCE may require Customer to interrupt or reduce the output of its Generating Facility under the following circumstances: (a) Whenever SCE deems it necessary in its sole judgment, to construct, install, maintain, repair, replace, remove, investigate, or inspect any of its equipment or any part of its electric system; or (b) Whenever SCE determines in its sole judgment, that curtailment, interruption, or reduction of Customer’s electrical generation is otherwise necessary due to emergencies, forced outages, force majeure, or compliance with prudent electrical practices. 7.2 Notwithstanding any other provision of this Agreement, upon termination of this Agreement or at any time SCE determines the continued parallel operation of the Generating Facility may endanger the public or SCE personnel, or affect the integrity of SCE’s electric system or the quality of electric service provided to other customers, SCE shall have the right to require the Generating Facility to be immediately disconnected from SCE’s electric system. The Generating Facility shall remain disconnected until such time as SCE is satisfied, in its sole judgment that the condition(s) causing such disconnection have ended or have been corrected. 7.3 Whenever feasible, SCE shall give Customer reasonable notice of the possibility that interruption or reduction of deliveries may be required. 7.4 Electrical energy and capacity provided to Customer during periods of curtailment or interruption of the output of the Generating Facility shall be provided pursuant to the terms Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 5 of 23 12/2023 of the rate schedule(s) applicable to the electric service account to which the Generating Facility is connected. 8. ACCESS TO PREMISES: SCE may enter Customer’s premises at all times, without notice to Customer for emergency purposes only. (a) To inspect Customer’s protective devices or check meter(s); to ascertain there is no power flow; or (b) To disconnect the Generating Facility and/or service to Customer, whenever in SCE’s discretion, a hazardous condition exists and such immediate action is necessary to protect persons, SCE’s facilities, or property of others from damage or interference caused by the Generating Facility, or the failure of properly operating protective devices. SCE will make prior arrangements with the Customer for gaining emergency access to Customer’s premises by obtaining keys to a lock box or a padlock or by making other mutually agreeable arrangements. 9. INSURANCE 9.1 In connection with Customer’s performance of its duties and obligations under this Agreement, Customer shall maintain, during the term of this Agreement, commercial general liability insurance with a limit of two million dollars ($2,000,000) for each occurrence. Such commercial general liability insurance shall include coverage for Premises- Operations and Contractual Liability. 9.2 The commercial general liability insurance required in Section 9.1 shall, by endorsement to the policy or within the policy general condition itself, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; (d) that coverage provided is primary and not in excess to or contributing with any insurance or self-insurance maintained by SCE; (e) waiver of subrogation shall be granted to SCE; and (f) provide for thirty (30) calendar days’ written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance. 9.3 [Intentionally Blank] 9.4 Customer agrees to furnish evidence of insurance (certificates of insurance and endorsements as appropriate) to SCE prior to Parallel Operation, and thereafter for each insurance policy renewal during the term of this Agreement. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance. 9.5 If Customer is self-insured with an established record of self-insurance, Customer may comply with the following in lieu of Sections 9.1 through 9.2: Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 6 of 23 12/2023 (a) Customer shall provide to SCE, at least thirty (30) calendar days prior to the date of Parallel Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 9.1. (b) If Customer ceases to self-insure to the level required hereunder, or if Customer is unable to provide continuing evidence of Producer’s ability to self-insure, Customer agrees to immediately obtain the insurance coverage required under Section 9.1 and 9.2 above. 9.6 All insurance policies, certificates of insurance, statements of self-insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued and submitted to the following: Southern California Edison Company Attention: NBT Program Administrator SCE Customer Solar & Self Generation P.O. Box 800 Rosemead, CA 91770 10. LIABILITY: 10.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 10.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees, that may be incurred by the other Party in enforcing this indemnity. 10.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy. 10.4 Except as otherwise provided in Section 10.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party. 10.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 7 of 23 12/2023 10.6 Notwithstanding the provisions of Section 10.1, Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of SCE’s facilities, and SCE shall not be liable for any such damage so caused. 11. GOVERNING LAW: This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. 12. CALIFORNIA PUBLIC UTILITIES COMMISSION: 12.1 This Agreement shall at all times be subject to such changes or modifications by the Commission as the Commission may, from time to time, direct in the exercise of its jurisdiction. 12.2 Notwithstanding any other provisions of this Agreement, SCE has the right to unilaterally file with the Commission, pursuant to the Commission’s rules and regulations, an application for change in rates, charges, classification, service, or rule or any agreement relating thereto. 13. AMENDMENT, MODIFICATIONS, WAIVER OR ASSIGNMENT: 13.1 This Agreement may not be altered or modified by either of the Parties, except by an instrument in writing executed by each of them. 13.2 None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 13.3 This Agreement shall supersede any existing agreement under which Customer is currently operating the Generating Facility identified in Section 2, herein, and any such agreement shall be deemed terminated as of the date this Agreement becomes effective. 13.4 This Agreement contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement. 13.5 This Agreement shall not be assigned if such assignment would cause the Generating Facility to not comply with the provisions of Public Utilities Code Section 2827.1. The Customer shall not voluntarily assign its rights or delegate its duties under this Agreement without SCE’s written consent. Any assignment or delegation Customer makes without SCE’s written consent shall not be valid. SCE shall not unreasonably withhold its consent to Customer’s assignment of this Agreement. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 8 of 23 12/2023 14. NOTICES: 14.1 Any notice required under this Agreement shall be in writing and mailed at any United States Post Office with postage prepaid and addressed to the Party, or personally delivered to the Party, at the address below. Changes in such designation may be made by notice similarly given. All written notices shall be directed as follows: SOUTHERN CALIFORNIA EDISON COMPANY: Attn: NBT Program Administrator SCE Customer Solar & Self Generation P.O. Box 800 Rosemead, CA 91770 CUSTOMER: Account Name: Orange County Sanitation District Mailing Address 18480 Bandilier Cir Mailing City: Fountain Valley Mailing State: CA Mailing Zip Code: 92708 14.2 Customer’s notices to SCE pursuant to this Section shall refer to the Generating Facility Identification Number that is set forth in Section 2.1 15. TERM AND TERMINATION OF AGREEMENT: 15.1 This Agreement shall become effective when SCE issues written authorization to interconnect the Generating Facility after receipt of all required documents and payments, and this completed Agreement is signed by the Customer and SCE, and shall remain in effect thereafter from month to month unless terminated by either Party on thirty (30) days’ prior written notice in accordance with Section 14. 15.2 This Agreement shall terminate, without notice, upon: (a) termination of the electric distribution service provided to Customer by SCE; or (b) changes to Customer’s electric load which cause the Customer to no longer satisfy all requirements of the definition of an Eligible Customer-Generator, as set forth in Section 2827.1(a) of the California Public Utilities Code; or (c) termination of Customer’s Net Billing Tariff or Net Energy Metering arrangements with its Electric Service Provider, Community Choice Aggregator and/or Community Aggregator. 15.3 Pursuant to Public Utilities (PU) Code Section 769.2 and California Public Utilities Commission (CPUC or Commission) Decision 23-11-068, if the Customer-Generator’s contractor is found to have willfully violated Section 769.2 of the PU Code by failing to pay its workers a prevailing wage, the Renewable Electrical Generating Facility is ineligible to participate on a tariff developed pursuant to PU Code Sections 2827 or 2827.1. Upon notice of a determination of a willful violation of Section 769.2 by the Department of Industrial Relations or a court, SCE shall transition the Renewable Electrical Generating Facility (after the required 30/60-day notification)1 to the Public Utility Regulatory Policies Act of 1978 1 Pursuant to Decision 23-11-068, Customers with single generating account with no benefitting/aggregated account will get a 30-day notice. Customers with single generating account with benefitting/aggregated accounts will get a 60-day notice Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 9 of 23 12/2023 (PURPA) compliant tariff. All the terms and conditions of this agreement will remain in effect except that the Customer will not receive billing under tariffs developed pursuant to 2827 or 2827.1, including but not limited to NEM or NBT. The Customer has the right to choose an alternate applicable tariff before or after the transition. If the Customer does not choose another applicable tariff in advance of the next billing cycle, the billing will transition to the PURPA compliant tariff to avoid any delay in billing. Customer will remain on the PURPA compliant tariff (or other applicable tariff if available and chosen by the Customer unless the willful wage violation is reversed or nullified by the determining body. This provision does not apply to the following Customers that are being served by tariffs pursuant to PU Code 2827 and 2827.1: (1) Residential Renewable Electrical Generating Facilities that have a maximum generating capacity of 15 kilowatts or less of electricity; (2) Residential Renewable Electrical Generating Facilities installed on a single-family home; (3) Public Work projects that are subject to Article 2 of Chapter 1 of Part 7 of Division 2 of the Labor Code; (4) Renewable Electrical Generating Facilities that serve only a modular home, a modular home community, or multi-unit housing that has two or fewer stories. 16. TRANSITION PROVISIONS: 16.1 Customers receiving service on Schedule NEM-ST, or who have submitted all documentation necessary for receiving service on Schedule NEM-ST, are subject to the transition provisions as outlined therein. 16.2 Customers receiving service on Schedule NBT, or who submit application on or after April 15, 2023 are subject to the transition provisions as outlined therein. 17. REQUIRED DISCLOSURE: This Agreement is subject to SCE’s Rule 21 protocols, including the Confidentiality provisions (Section D.7) and the Required Disclosure (Section D.7.d). As a condition of interconnection, pursuant to the California Public Utilities Commission (CPUC) Decisions (D).14-11-001 and D.21- 06-026, SCE is required to provide certain data, including, but not limited to, confidential customer information, to the CPUC, its contractors, the California Department of Consumer Affairs Contractors State License Board, the California Department of Financial Protection & Innovation and the Department of Industrial Relations. Customer authorizes SCE to release any and all information contained in the application for interconnection to the entities identified above without further notification or consent. 18. SIGNATURES: This Agreement may be executed in counterparts, and by Electronic Signature on the part of SCE and/or the Customer, and copies of a Party’s signed signature page may be transmitted to the other Party by facsimile or other electronic means. Copies of the signature page so transmitted may be used for the purpose of enforcing the terms of this Agreement as though they were originals and Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 10 of 23 12/2023 will not be made inadmissible in any legal or regulatory proceeding concerning this Agreement on the basis of the Best Evidence Rule or similar rule of admissibility. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective as provided in Section 15.1 above. ORANGE COUNTY SANITATION DISTRICT SOUTHERN CALIFORNIA EDISON COMPANY By: By: Name: Ryan P. Gallagher Name: Marcus Lotto Title: Board Chairman Title: Senior Manager, Grid Interconnection & Contract Development Date: Date: ATTEST: By: Name: Kelly A. Lore, MMC Title: Clerk of the Board Date: APPROVED AS TO FORM: By: Name: Scott C. Smith Title: General Counsel Date: Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 11 of 23 12/2023 ATTACHMENT A Additional Terms and Conditions for Projects Requiring Interconnection Facilities and/or Upgrades to SCE’s Distribution and/or Transmission System Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 12 of 23 12/2023 Section 1. Cost Responsibility for Interconnection Facilities and Distribution Upgrades 1.1 Interconnection Facilities 1.1.1 The Customer shall pay for the cost of the Interconnection Facilities itemized in Attachment A-1 below and as provided, where applicable, in the Facilities Financing and Ownership Agreement (“FFOA”) incorporated as Attachment B below. SCE shall provide a best estimate cost, including a cost estimate pursuant to the Cost Envelope Option provisions of Rule 21, Section F.7, if applicable, including overheads any applicable Income Tax Component of Contribution (ITCC), for the purchase and construction of its Interconnection Facilities and provide a detailed itemization of such costs. Costs associated with Interconnection Facilities may be shared with other entities that may benefit from such facilities by agreement of the Customer, such other entities, and SCE. Customers who elected the Cost Envelope Option will be subject to the provisions of Rule 21, Section F.7, as applicable, for the determination of actual costs 1.1.2 The Customer shall be responsible for its share of all reasonable expenses, including overheads and any applicable ITCC, associated with (1) owning, operating, maintaining, repairing, and replacing its own Interconnection Facilities, and (2) operating, maintaining, repairing, and replacing SCE's Interconnection Facilities. 1.2 Distribution Upgrades 1.2.1 No portion of this Section 1.2 shall apply unless the interconnection of the Generating Facility requires Distribution Upgrades. 1.2.2 SCE shall design, procure, construct, install, and own the Distribution Upgrades described in Attachment A-2 below and as provided, where applicable, in the FFOA incorporated as Attachment B below. If SCE and the Customer agree, the Customer may construct Distribution Upgrades that are located on land owned by the Customer. The actual cost of the Distribution Upgrades, including overheads and any applicable IITCC, shall be directly assigned to the Customer. Customers who elected the Cost Envelope Option will be subject to the provisions of Rule 21, Section F.7, as applicable, for the determination of actual costs. Section 2. Cost Responsibility for Network Upgrades 2.1 Applicability No portion of this Section 2 shall apply unless the interconnection of the Generating Facility requires Network Upgrades. 2.2 Network Upgrades SCE shall design, procure, construct, install, and own the Network Upgrades described in Attachment A-2 below and as provided, where applicable, in the FFOA incorporated as Attachment B below. If SCE and the Customer agree, the Customer may construct Network Upgrades that are located on land owned by the Customer. Unless SCE elects to pay for Network Upgrades, the actual cost of the Network Upgrades, including overheads, shall be borne by the Customer unless Section 2.2.1 directs otherwise. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 13 of 23 12/2023 2.2.1 Repayment of Amounts Advanced for Network Upgrades To the extent that the CAISO Tariff, currently Section 14.3.2 of Appendix DD, provides for cash repayment to interconnection customers for contribution to the cost of Network Upgrades, the Customer shall be entitled to a cash repayment, equal to the total amount paid to SCE and Affected System operator, if any, for Network Upgrades, including any tax gross-up or other tax-related payments associated with the Network Upgrades, and not otherwise refunded to the Customer, to be paid to the Customer on a dollar-for-dollar basis for the non-usage sensitive portion of transmission charges, as payments are made under SCE's tariff and Affected System's tariff for transmission services with respect to the Generating Facility. Any repayment shall include interest calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date of any payment for Network Upgrades through the date on which the Customer receives a repayment of such payment pursuant to this subparagraph. The Customer may assign such repayment rights to any person. To the extent that the CAISO Tariff does not provide for cash repayment to interconnection customers for contribution to the cost of Network Upgrades, Customer is not entitled to a cash repayment for amounts paid to SCE and Affected System operator for Network Upgrades, and no cash repayment shall be made pursuant to this Agreement. 2.2.1.1 If the Customer is entitled to a cash repayment pursuant to Section 2.2.1, the Customer, SCE, and any applicable Affected System operators may adopt any alternative payment schedule that is mutually agreeable so long as SCE and said Affected System operators take one of the following actions no later than five years from the Commercial Operation Date: (1) return to the Customer any amounts advanced for Network Upgrades not previously repaid, or (2) declare in writing that SCE or any applicable Affected System operators will continue to provide payments to the Customer on a dollar-for-dollar basis for the non-usage sensitive portion of transmission charges, or develop an alternative schedule that is mutually agreeable and provides for the return of all amounts advanced for Network Upgrades not previously repaid; however, full reimbursement shall not extend beyond twenty (20) years from the Commercial Operation Date. 2.2.1.2 If the Generating Facility fails to achieve commercial operation, but it or another generating facility is later constructed and requires use of the Network Upgrades, SCE and Affected System operator shall at that time reimburse the Customer for the amounts advanced for the Network Upgrades if the Customer is entitled to a cash repayment pursuant to Section 2.2.1. Before any such reimbursement can occur, the Customer, or the entity that ultimately constructs the generating facility, if different, is responsible for identifying the entity to which reimbursement must be made. 2.3 Rights Under Other Agreements Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 14 of 23 12/2023 Notwithstanding any other provision of this Agreement, nothing herein shall be construed as relinquishing or foreclosing any rights, including but not limited to firm transmission rights, capacity rights, transmission congestion rights, or transmission credits, that the Customer shall be entitled to, now or in the future, under any other agreement or tariff as a result of, or otherwise associated with, the transmission capacity, if any, created by the Network Upgrades, including the right to obtain cash reimbursements or transmission credits for transmission service that is not associated with the Generating Facility. Section 3. Billing, Payment, Milestones, and Financial Security 3.1 Billing and Payment Procedures and Final Accounting SCE shall bill the Customer for the design, engineering, construction, and procurement costs, including any applicable ITCC and/or other taxes, of Interconnection Facilities and Distribution and/or Network Upgrades contemplated by this Agreement pursuant to the FFOA, or as otherwise agreed by the Parties. 3.2 Milestones The Parties shall agree on milestones for which each Party is responsible and list them in Attachment A-3 below. A Party's obligations under this provision may be extended by agreement. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Uncontrollable Force Event, it shall immediately notify the other Party of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment A-3 below. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer significant uncompensated economic or operational harm from the delay, (2) attainment of the same milestone has previously been delayed, or (3) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment. 3.3 Financial Security Arrangements At least 20 Business Days prior to the commencement of the design, procurement, installation, or construction of a discrete portion of SCE’s Interconnection Facilities and Distribution and/or Network Upgrades, the Customer shall provide SCE, at the Customer's option, a guarantee, a surety bond, letter of credit or other form of security that is reasonably acceptable to SCE and is consistent with the Uniform Commercial Code of the jurisdiction where the Point of Interconnection is located. Such security for payment shall be in an amount sufficient to cover the costs for constructing, designing, procuring, and installing the applicable portion of the SCE’s Interconnection Facilities and Distribution and/or Network Upgrades and shall be reduced on a dollar-for-dollar basis for payments made to SCE under this Agreement during its term. In addition: 3.3.1 The guarantee must be made by an entity that meets the creditworthiness requirements of SCE, and contain terms and conditions that guarantee payment of any amount that may be due from the Customer, up to an agreed-to maximum amount. 3.3.2 The letter of credit or surety bond must be issued by a financial institution or insurer reasonably acceptable to SCE and must specify a reasonable expiration date. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 15 of 23 12/2023 Section 4. Taxes 4.1 Applicable Tax Laws and Regulation The Parties agree to follow all applicable tax laws and regulations, consistent with Commission policy and Internal Revenue Service requirements. 4.2 Maintenance of Tax Status Each Party shall cooperate with the other to maintain the other Party's tax status. Nothing in this Agreement is intended to adversely affect SCE’s tax exempt status with respect to the issuance of bonds including, but not limited to, local furnishing bonds. Section 5. Environmental Releases Each Party shall notify the other Party, first orally and then in writing, of the release of any hazardous substances, any asbestos or lead abatement activities, or any type of remediation activities related to the Generating Facility or the Interconnection Facilities, each of which may reasonably be expected to affect the other Party. The notifying Party shall (1) provide the notice as soon as practicable, provided such Party makes a good faith effort to provide the notice no later than 24 hours after such Party becomes aware of the occurrence, and (2) promptly furnish to the other Party copies of any publicly available reports filed with any governmental authorities addressing such events. Section 6. Subcontractors Nothing in this Agreement shall prevent a Party from utilizing the services of any subcontractor as it deems appropriate to perform its obligations under this Agreement; provided, however, that each Party shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in providing such services and each Party shall remain primarily liable to the other Party for the performance of such subcontractor. 6.1 The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under this Agreement. The hiring Party shall be fully responsible to the other Party for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been made; provided, however, that in no event shall SCE be liable for the actions or inactions of the Customer or its subcontractors with respect to obligations of the Customer under this Agreement. Any applicable obligation imposed by this Agreement upon the hiring Party shall be equally binding upon, and shall be construed as having application to, any subcontractor of such Party. 6.2 The obligations under this article will not be limited in any way by any limitation of subcontractor’s insurance. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 16 of 23 12/2023 Attachment A-1 Description and Costs of the Generating Facility, Interconnection Facilities, and Metering Equipment Recitals This Agreement is made with reference to the following facts, among others: WHEREAS, the Customer owns and operates the Generating Facility that is described below in Section 1 of this Attachment A-1 to this Agreement. WHEREAS, Customer (as successor-in-interest to County Sanitation Districts of Orange County) and SCE are parties to a Power Purchase Agreement, dated July 2, 1992 as amended (“Existing PPA”), which includes, as an Appendix thereto, an Interconnection Facilities Agreement (the “IFA”), pursuant to which, among other things, the Customer and SCE established interconnection arrangements between the Generating Facility and the Distribution System. WHEREAS, Customer and SCE have agreed to enter into this Agreement for the purpose of (i) replacing the existing IFA which is under the jurisdiction of the CPUC, and (ii) establishing interconnection arrangements pursuant to Rule 21. WHEREAS, Generating Facility is described below in Section 1 of this Attachment A-1 to this Agreement and includes: (i) an existing 12,000 kW interconnected generation resource which was not required to submit an Interconnection Request pursuant to Rule 21 and did not participate in the Fast Track Process, Independent Study Process, Cluster Study Process or Transmission Cluster Process and was not subject to the related Interconnection Studies, and (ii) a new 4,000 kW generation resource which submitted a new Interconnection Request pursuant to Rule 21 and participated in the Fast Track Process to complete the related Interconnection Studies. WHEREAS, the existing PPA, including the IFA will terminate upon the effective date of this Agreement. WHEREAS, in the FFOA included as Attachment B to this Agreement, Existing Interconnection Facilities (“Existing”) installed pursuant to the IFA are identified as well as the Customer’s related cost responsibility. New Interconnection Facilities, Distribution Upgrades, and Network Upgrades, as applicable, (“New”) have also been identified in the FFOA included as Attachment B to this Agreement consistent with current interconnection standards pursuant to the requirements of this Agreement. WHEREAS, New Interconnection Facilities described in the FFOA included as Attachment B to this Agreement are based on SCE’s preliminary engineering and design. Such descriptions are subject to modification to reflect the actual facilities constructed and installed following SCE’s final engineering and design, identification of field conditions, and compliance with applicable environmental and permitting requirements. NOW THEREFORE, the Parties agree to the additional terms of this Agreement as follows: Equipment, including the Generating Facility, Interconnection Facilities, and metering equipment, shall be itemized and identified as being owned by the Customer or SCE. SCE will provide a best estimate itemized cost, including a cost estimate pursuant to the Cost Envelope Option provisions of Rule 21, Section F.7, if applicable, including overheads and any applicable ITCC, of its Interconnection Facilities Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 17 of 23 12/2023 and metering equipment, and a best estimate itemized cost of the annual operation and maintenance expenses associated with its Interconnection Facilities and metering equipment. 1. Description of Generating Facility: All equipment and facilities comprising the Customer’s 16,000 kW (16,000 kW CEC-AC) digester gas fueled cogeneration generating facility located at 22212 Brookhurst St, Huntington Beach, CA, 92646, as disclosed by the Customer in its Application, which includes: a. Existing Generators: a 12,000 net kW (12,000 gross kW) digester gas fueled cogeneration system which consists of (i) four (4) Ideal Electric Company SAMB Frame M-9-33 internal combustion engine each rated at 3,000 net kW (3,000 gross kW) for a total maximum output of 12,000 kW, (ii) the associated infrastructure, (iii) power factor correction equipment, as necessary, (iv) meters and metering equipment, and (v) appurtenant equipment. b. New Generators: a 4,000 net kW (4,000 gross kW) digester gas fueled cogeneration system which consists of (i) one (1) Ideal Electric Company SAMB Frame M-9-33 internal combustion engine rated at 3,000 net kW (3,000 gross kW), one (1) Kato Engineering A251460000 steam turbine synchronous generator rated at 1,000 net kW (1,000 gross kW) for a total maximum output of 4,000 kW, (ii) the associated infrastructure, (iii) power factor correction equipment, as necessary, (iv) meters and metering equipment, and (v) appurtenant equipment. 2. Description and Costs of Interconnection Facilities and Metering Equipment: See FFOA included as Attachment B to this Agreement. 3. Single-Line Diagram: See FFOA included as Attachment B to this Agreement. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 18 of 23 12/2023 Attachment A-2 Description of Distribution and/or Network Upgrades and Cost Responsibility SCE shall describe the Distribution and/or Network Upgrades and provide an itemized best estimate of the cost, including a cost estimate pursuant to the Cost Envelope Option provisions of Rule 21, Section F.7, if applicable, including overheads and any applicable ITCC, of the Distribution and/or Network Upgrades and annual operation and maintenance expenses associated with such Distribution and/or Network Upgrades. SCE shall functionalize the upgrade costs and annual expenses as either transmission or distribution related. 1. Description of Distribution Upgrades and Network Upgrades and Cost Responsibility: See FFOA included as Attachment B to this Agreement. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 19 of 23 12/2023 Attachment A-3 Milestones In-Service Date: See Milestone 10 below Critical milestones and responsibility as agreed to by the Parties: Milestone Date Responsible Party (1) Provide project payment(s) to SCE in accordance with Section 3.1 of Attachment A of this Agreement Existing Deemed to have been completed under the IFA New Within twenty (20) Business Days of the effective date of this Agreement Customer (2) Submit complete design package2 as requested by SCE Existing Deemed to have been completed under the IFA New Within twenty (20) Business Days of the effective date of this Agreement Customer (3) Review and approval of Customer’s design package3 Existing Deemed to have been completed under the IFA New Within five (5) Business Days of completion of Milestone (2) SCE (4) Draft of SCE’s preliminary design for Interconnection Facilities and Distribution Upgrades Existing Deemed to have been completed under the IFA New Within sixty (60) Business Days from approval of Milestone (3) SCE 2 See the Generating Facility’s interconnection study report dated April 3, 2024 for design package requirements. 3 Additional time will be required between Milestone (2) and (3) if the design package is not deemed complete and requires additional information. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 20 of 23 12/2023 Milestone Date Responsible Party (5) Approve preliminary design for Interconnection Facilities Existing Deemed to have been completed under the IFA New Within five (5) Business Days of completion of Milestone (4) Customer (6) Complete final design for Interconnection Facilities Existing Deemed to have been completed under the IFA New Within thirty (30) Business Days of completion of Milestone (5) SCE (7) Complete below grade civil work4 (“Civil Construction” as defined in Section 2 of Attachment A of the FFOA) with SCE oversight and receive SCE inspector release Existing Deemed to have been completed under the IFA New Within forty (40)5 Business Days following completion of Milestone (6) Customer (8) Completion of the construction of the Interconnection Facilities Existing Deemed to have been completed under the IFA New Within ninety (90) Business Days following completion of Milestone (7) SCE (9) Submit proof of insurance coverage in accordance with Section 9 of this Agreement At least ten (10) Business Days prior to the date of Parallel Operation Customer 4 Delays in obtaining requisite easements and/or permits and customer delays in constructing all civil work for the underground scope in accordance with SCE Electrical Design Standards will result in additional time required to complete Milestone (8) as completion of this milestone is dependent on completion of all civil work. 5 Timeline is only an estimate and is dependent upon project design specifications and Customer’s ability to complete. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 21 of 23 12/2023 Milestone Date Responsible Party (10) In-Service Date6 and schedule commissioning testing Existing Deemed to have been completed under the IFA New Following completion of Milestone (8) (estimated In-Service Date by 9/19/2025)6 Customer (11) Testing of SCE’s Interconnection Facilities and testing of the Customer’s Interconnection Facilities and Generating Facility in accordance with Rule 21 Sections F.5 and L.5 Existing Deemed to have been completed under the IFA New Within ten (10) Business Days following completion of Milestone 10. Customer and SCE (12) SCE’s written authorization for Parallel Operation of the Generating Facility in compliance with Rule 21 Section F.5 (b) Within five (5) Business Days after the provision of any required documentation and satisfaction of any inspections and testing requirements in Rule 21 and compliance with the terms of this Agreement SCE Agreed to by: For SCE: __________________________ Date: ______________ Marcus Lotto For the Customer: ________________________ Date: ______________ Ryan P. Gallagher 6 Customer understands and acknowledges that such timeline is only an estimate and that equipment and material lead times, labor availability, outage coordination, regulatory approvals, right-of-way negotiations, or other unforeseen events, or ESR violations could delay the actual in-service dates of SCE’s Interconnection Facilities and Distribution Upgrades beyond those specified. SCE shall use Reasonable Efforts to complete engineering, procurement and installation of the Distribution Provider’s Interconnection Facilities and Distribution Upgrades by the dates set forth above. Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 22 of 23 12/2023 For the Customer (ATTEST): ________________________ Date: ______________ Kelly A. Lore, MMC For the Customer (APPROVED AS TO FORM): ________________________ Date: ______________ Scott C. Smith Re f e r e n c e Co p y SOUTHERN CALIFORNIA EDISON COMPANY NET BILLING TARIFF OR NET ENERGY METERING AND RENEWABLE ELECTRICAL GENERATING FACILITY SIZED GREATER THAN ONE MEGAWATT INTERCONNECTION AGREEMENT ORANGE COUNTY SANITATION DISTRICT NST-497000 Form 14-974 23 of 23 12/2023 Attachment B (If Applicable) FACILITIES FINANCING AND OWNERSHIP AGREEMENT (Provided by SCE) Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-1 1. PARTIES: The Parties to this Facilities Financing and Ownership Agreement (FFOA) are, Orange County Sanitation District (Customer), and Southern California Edison Company, (SCE). Customer and SCE are sometimes referred to herein individually as "Party," and collectively as "Parties." 2. RECITALS: 2.1 Customer has applied to interconnect a 16,000 kW (Gross Nameplate capacity) Generating Facility that will be operated in parallel with SCE's Distribution System. Said Generating Facility is described in Section 2 and Attachment A-1 of the Generating Facility Interconnection Agreement (“GFIA”) between the Parties to which this FFOA is attached. SCE has assigned the Generating Facility identification number NST-497000 to this facility. 2.2 The electrical facilities installed, owned, operated and maintained by SCE described in Attachment A, attached hereto, are required to interconnect Customer’s Generating Facility to the SCE Distribution System pursuant to SCE's Rule 21. Such electrical facilities may include Interconnection Facilities, Distribution Upgrades and Network Upgrades. 2.3 Pursuant to SCE's Rule 21 all or a portion of the Interconnection Facilities, Distribution Upgrades and Network Upgrades are provided at the Customer’s expense by SCE as "Added Facilities" as defined in SCE's Rule 2.H. 3. AGREEMENT: The Parties agree as follows: 3.1 Unless otherwise defined herein, initially capitalized terms shall have the same meanings as defined in the GFIA or Section C of SCE’s Rule 21. If any term is defined in both the GFIA and Rule 21, the definition in Rule 21 shall prevail. 3.2 The Parties agree to the arrangements as indicated in this Section 3.2 for the financing, design, installation, operation, maintenance, and ownership of the Interconnection Facilities, Distribution Upgrades and Network Upgrades described in Attachment A, attached hereto. 3.2.1 SCE, at Customer’s expense, shall install, own, operate, and maintain the Interconnection Facilities, Distribution Upgrades and Network Upgrades described as "Customer-Financed Added Facilities" in Attachment A, attached hereto. 3.2.2 Customer shall finance, install, own, operate, and maintain the Interconnection Facilities described as "Customer-Constructed and Owned Interconnection Facilities" in Attachment A, attached hereto. 4. TERM AND TERMINATION: 4.1 This FFOA shall become effective as of the last date entered in Section 11 below. The FFOA shall continue in full force and effect until terminated by (1) either Party on at least thirty (30) days advance written notice or (2) the end of the 20-year term provided under Section 6.3(b) herein or (3) termination of the GFIA to which this FFOA is attached. Upon termination, Customer shall pay all costs and charges incurred to the date of termination pursuant to Section 8.9 herein, including but not limited to charges for engineering, surveying, right-of-way and easement acquisition expenses or any other expense incurred by SCE for the Customer, even if the Interconnection Facilities, Distribution Upgrades and Network Upgrades have not been installed. Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-2 4.2 Customer agrees to utilize the Interconnection Facilities, Distribution Upgrades and Network Upgrades described in Attachment A, attached hereto, in accordance with Prudent Electrical Practices. If Customer fails to so utilize said Interconnection Facilities, Distribution Upgrades and Network Upgrades, SCE may terminate this FFOA, remove the Interconnection Facilities, Distribution Upgrades and Network Upgrades, and Customer shall be subject to the Termination Charge pursuant to Section 8.9 herein. 5. PROJECT DEVELOPMENT MILESTONES: Project development milestones, if applicable, are identified in Attachment A-3 of the GFIA. 6. INTERCONNECTION FACILITIES, DISTRIBUTION UPGRADES AND NETWORK UPGRADES PROVIDED AS CUSTOMER-FINANCED ADDED FACILITIES: The following shall apply for that portion of the Interconnection Facilities, Distribution Upgrades and Network Upgrades specified in Attachment A, attached hereto, as "Customer-Financed Added Facilities." 6.1 SCE shall, pursuant to SCE's Rule 21, engineer, design, procure equipment and materials, construct, install, own, operate, and maintain the Customer-Financed Added Facilities. 6.2 Customer shall pay to SCE in advance of construction, the estimated total Added Facilities Investment of said Customer-Financed Added Facilities, as set forth in Attachment A, attached hereto, as may be revised pursuant to Sections 8.2 and/or 8.3, herein. If applicable, said cost shall include the estimated Income Tax Component of Contributions (ITCC), pursuant to SCE's Preliminary Statement Part M as filed with the Commission and as may be revised from time to time. 6.3 In addition to the payment required under Section 6.2 herein, Customer shall pay to SCE an ownership charge determined as the product of (1) the total Added Facilities Investment in Customer-Financed Added Facilities as set forth in Attachment A, attached hereto, as may be revised pursuant to Sections 8.2 and/or 8.3 herein, and (2) the rate established for the replacement coverage option for "Customer-Financed Added Facilities" agreed to by the Parties as reflected in this Section 6.3 as set forth in SCE's Rule 2.H as filed with the Commission and as may be revised from time to time. Whenever Added Facilities are replaced, the Added Facilities Investment amount used as the basis for determining the ownership charge Customer pays SCE shall be subject to the conditions set forth in Section 8.6 or 8.7 herein. The replacement coverage option for Customer-Financed Added Facilities is as follows: Existing: ☒ (a) Replacement Coverage into Perpetuity Under this option, Customer shall pay to SCE, at SCE's sole option, either: ☒ (1) A Monthly Charge determined by SCE based upon an initial monthly rate of 0.39 % times the total Added Facilities Investment amount; or, N/A (2) A One-Time Payment determined by SCE representing the present value of the sum of the Monthly Charges for the total Added Facilities Investment amount. N/A (b) Replacement Coverage with 20-Year Term Under this Option, for a term of 20 years beginning with the date said Added Facilities are first made available for Customer’s use, Customer shall pay to SCE a Monthly Charge determined by SCE based upon an initial monthly rate Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-3 of 0.32 % times the total Added Facilities Investment amount. At the end of the 20-year term, this FFOA shall terminate. If the Customer elects to continue to utilize the Added Facilities past the term of this FFOA, Customer and SCE must execute a new Added Facilities agreement without replacement coverage or with replacement coverage in perpetuity pursuant to the provision in SCE’s Rule 2 Section H.2.f.(3). N/A (c) Without Replacement Coverage Under this option, Customer shall pay SCE a Monthly Charge determined by SCE based upon an initial monthly rate of 0.29 % times the total Added Facilities Investment amount. New: N/A (a) Replacement Coverage into Perpetuity Under this option, Customer shall pay to SCE, at SCE's sole option, either: N/A (1) A Monthly Charge determined by SCE based upon an initial monthly rate of 0.39 % times the total Added Facilities Investment amount; or, N/A (2) A One-Time Payment determined by SCE representing the present value of the sum of the Monthly Charges for the total Added Facilities Investment amount. N/A (b) Replacement Coverage with 20-Year Term Under this Option, for a term of 20 years beginning with the date said Added Facilities are first made available for Customer’s use, Customer shall pay to SCE a Monthly Charge determined by SCE based upon an initial monthly rate of 0.32 % times the total Added Facilities Investment amount. At the end of the 20-year term, this FFOA shall terminate. If the Customer elects to continue to utilize the Added Facilities past the term of this FFOA, Customer and SCE must execute a new Added Facilities agreement without replacement coverage or with replacement coverage in perpetuity pursuant to the provision in SCE’s Rule 2 Section H.2.f.(3). N/A (c) Without Replacement Coverage Under this option, Customer shall pay SCE a Monthly Charge determined by SCE based upon an initial monthly rate of 0.29 % times the total Added Facilities Investment amount. 7. INTERCONNECTION FACILITIES PROVIDED AS CUSTOMER-CONSTRUCTED AND OWNED INTERCONNECTION FACILITIES: For that portion of the Interconnection Facilities specified in Attachment A, attached hereto, as "Customer-Constructed and Owned Interconnection Facilities", the Customer is subject to the following: 7.1 At Customer’s expense, Customer shall finance, engineer, design, acquire equipment and materials, construct, obtain rights-of-way as necessary, install, own, lease or rent, operate, and maintain the Customer-Constructed and Owned Interconnection Facilities. The Customer-Constructed and Owned Interconnection Facilities shall be engineered, designed and constructed to be compatible with SCE's Interconnection Facilities, Distribution Upgrades and Network Upgrades, and in accordance with SCE's Rule 21, as applicable. Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-4 7.2 SCE shall, at Customer’s expense, review Customer’s design and require modifications that SCE reasonably determines necessary to assure compatibility with SCE's electrical system and assure SCE system integrity. 7.3 Customer shall notify SCE at least thirty (30) days prior to the Parallel Operation of Customer’s Generating Facility and SCE shall have the right to inspect the Customer-Constructed and Owned Interconnection Facilities and shall notify Customer of any deficiencies within five (5) days after inspection. Customer must correct any deficiencies prior to Parallel Operation of the Generating Facility. 8. INTERCONNECTION FACILITIES, DISTRIBUTION UPGRADES AND NETWORK UPGRADES BILLING: 8.1 Customer shall pay to SCE in advance of any construction by SCE, any one-time costs (including, when applicable, the ITCC) to rearrange existing facilities and/or to provide facilities normally installed by the Customer as set forth in Attachment A, attached hereto, as "One-Time Costs." 8.2 Unless otherwise agreed in writing, the costs and charges paid by Customer pursuant to Sections 6.2, 6.3, 7.2, 8.1, and 8.9 herein shall initially be based upon estimated costs. When the recorded book costs have been determined by SCE, the costs and charges paid by Customer under this FFOA shall be revised to be based upon such recorded costs and adjusted retroactively to the date when service was first available by means of such Added Facilities. By executing this FFOA, Customer has been informed and understands SCE's determination of recorded book cost may be delayed and that unless otherwise agreed, retroactive adjustments resulting from such determination may occur at anytime during the term of this FFOA. All amounts billed under this FFOA, unless other terms are mutually agreed upon, shall be payable to SCE within thirty (30) days from the date of presentation of a bill. Any credits resulting from such adjustments will, unless other terms are mutually agreed upon, be refunded to Customer. 8.3 SCE shall have the right to revise the initial estimated costs and bill Customer using such revised estimated costs during the period preceding determination of the recorded book costs. SCE shall indicate such revisions on Attachment A, attached hereto, or a superseding Attachment A and provide a copy to Customer. SCE shall commence billing the costs and charges paid by Customer pursuant to this FFOA using such revised estimate not earlier than thirty (30) days from the date the revised estimate is provided to Customer. 8.4 Whenever the ownership charge is to be paid by Customer as a Monthly Charge pursuant to Section 6.3 herein, the Monthly Charge shall automatically increase or decrease without formal amendment to this FFOA if the Commission subsequently authorizes a higher or lower percentage rate in the calculation of the costs of ownership for Added Facilities as stated in SCE’s Rule 2.H, effective with the date of such authorization. 8.5 If it becomes necessary for SCE to alter or rearrange the Added Facilities including, but not limited to, the conversion of overhead facilities to underground, Customer shall be notified of such necessity and shall be given the option to either terminate this FFOA in accordance with Sections 4 and 8.9 herein, or to pay to SCE additional amounts consisting of: (a) Revised costs and charges based on the total net additional installed cost of all new and remaining Added Facilities. Such revised costs and charges shall be determined, as applicable, in the same manner as described in Sections 6.2 and 6.3 herein; plus Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-5 (b) An additional payment of ITCC, and/or one-time cost, if any, for any new Added Facilities which shall be determined in the same manner as described in Sections 6.2 and 8.1 herein; plus (c) The cost to remove any portion of the Added Facilities that are no longer necessary because of alteration or rearrangement, such charge is to be determined by SCE in the same manner as described in Section 8.9 herein. 8.6 Whenever Added Facilities are replaced due to damage (caused by other than the Customer’s intentional or negligent conduct) or equipment failure and replacement coverage is provided pursuant to Sections 6.3(a) or (b) herein, such replacement will be at SCE's expense with no change in the Added Facilities Investment amount. 8.7 Whenever Added Facilities are replaced (1) due to damage or equipment failure and replacement coverage is not provided pursuant to Section 6.3(c) herein, or (2) due to Customer’s increased load or generation levels, as determined by SCE, or (3) Customer’s intentional or negligent conduct, such replacement will be made by SCE at the Customer’s expense, including any applicable ITCC. Any additional amounts due to SCE as a result of such replacement shall be payable by the Customer to SCE within thirty (30) days from the date of presentation of a bill. If such replacement results in a change in the Added Facilities Investment, the Monthly Charge will be adjusted based on the revised added investment amount effective with the date the replaced Added Facilities are first available for Customer’s use. Except that, where the replacement of Added Facilities is solely required for SCE's operating convenience or necessity or because of damage caused by the sole negligence or willful act of SCE, no increase shall be made in the Added Facilities Investment amount or the Monthly Charge. 8.8 Except as otherwise provided in this FFOA, SCE shall have the right to charge Customer under the terms and conditions of this FFOA commencing with the date SCE, in its sole opinion, determines the Added Facilities are available for Customer’s use. 8.9 Upon discontinuance of the use of any Added Facilities due to termination of service, termination of this FFOA, or otherwise: (a) Customer shall pay to SCE on demand (in addition to all other moneys to which SCE may be legally entitled by virtue of such termination) a Termination Charge defined as the removal cost less the salvage value of the Added Facilities to be removed. Commencing in the sixteenth (16) year after the date service is first rendered by means of said Added Facilities, 20 percent of the Termination Charge shall be subtracted from that charge each year until the total charge is zero. (b) SCE shall be entitled to remove and shall have a reasonable time in which to remove any portion of the Added Facilities located on the Customer’s property. (c) SCE may, at its option, alter, rearrange, convey, or retain in place any portion of the Added Facilities located on property other than Customer’s property. Where all or any portion of the Added Facilities located on property other than Customer’s property are retained in place and used by SCE to provide permanent service to other customers, the facility Termination Charge described in Section 8.9(a), herein, shall be reduced by the recorded installed cost of the retained facilities. 8.10 Customer shall not be required to pay the Termination Charge specified in Section 8.9, herein if termination of the use of the Added Facilities is caused solely by SCE. Termination pursuant to Section 4.2 herein or Section 15.2 of the GFIA shall be deemed not to have been caused solely by SCE. Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-6 8.11 Should any amount billed pursuant to this FFOA not be paid by Customer, SCE shall at any time be entitled to collect such amounts through an offset against any amount SCE may owe to Customer. 9. GENERAL PROVISIONS: 9.1 Unless otherwise provided for in this FFOA, Interconnection Facilities connected to SCE’s side of the Point of Common Coupling, Distribution Upgrades and Network Upgrades shall be provided, installed, owned, and maintained by SCE at Customer’s expense in accordance with SCE's Rule 21. 9.2 SCE shall not be obligated to begin construction of Added Facilities prior to Customer’s payment of all moneys due as described in Sections 6.2, 6.3, 8.1, and 8.9 herein. 9.3 Where it is necessary to install Added Facilities on Customer’s property, Customer hereby grants to SCE (a) the right to make such installation on Customer’s property including installation of a line extension along the shortest practical route thereon and (b) the right of ingress to and egress from Customer’s property as determined by SCE in its sole discretion for any purpose connected with the operation and maintenance of the Added Facilities. Customer shall provide rights-of-way or easements of sufficient space to provide legal clearance from all structures now or hereafter erected on Customer’s property for any facilities of SCE. 9.4 Where formal rights-of-way or easements are required in, on, under, or over Customer’s property or the property of others for the installation of the Added Facilities, SCE shall not be obligated to install the Added Facilities unless and until any necessary permanent rights-of-way or easements, satisfactory to SCE, are granted without cost to SCE. Upon termination of this FFOA in accordance with Section 4, SCE shall quitclaim all easements and rights of way in, on, under, and over Customer’s property, which are, as determined by SCE in its sole discretion, no longer required by SCE due to the removal of its Added Facilities. 9.5 SCE shall not be responsible for any delay in completion of the installation of the Added Facilities including, but not limited to, delays resulting from shortage of labor or materials, strike, labor disturbances, war, riot, weather conditions, governmental rule, regulation, or order, including orders or judgments of any court or commission, delay in obtaining necessary rights-of-way and easements, act of God, or any other cause or condition beyond control of SCE. SCE shall have the right in the event it is unable to obtain materials or labor for all of its construction requirements, to allocate materials and labor to construction projects which it deems, in its sole discretion, most important to serve the needs of its customers, and any delay in construction hereunder resulting from such allocation shall be deemed to be a cause beyond SCE's control. 9.6 SCE shall not be liable for any loss, damage, or injury arising from SCE’s installation, operation, maintenance, or control of the Added Facilities, unless such loss, damage, or injury results from SCE’s sole negligence, and, in no event, shall SCE be liable for loss of profits, revenues, or other consequential damages. No adjustment shall be made to reduce billings if damages to, or malfunction of the Added Facilities results from any cause other than the negligence or willful act of SCE. 9.7 Added Facilities provided hereunder shall at all times remain the property of SCE. 9.8 This FFOA supplements the appropriate application and contract(s) for electric service presently in effect between the Parties. 9.9 Customer may assign this FFOA only with SCE's written consent. Such consent shall not be unreasonably withheld. Such assignment shall be deemed to include, unless Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-7 otherwise specified therein, all of Customer’s rights to any refunds, which might become due upon discontinuance of the use of any Added Facilities. 10. GOVERNING LAW This FFOA shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California and shall, to the extent provided by law, at all times be subject to applicable tariff rules and modification of such rules as directed by the Commission in the exercise of its jurisdiction. 11. SIGNATURES This FFOA may be executed in counterparts, and by Electronic Signature on the part of SCE and/or the Customer, and copies of a Party’s signed signature page may be transmitted to the other Party by facsimile or other electronic means. Copies of the signature page so transmitted may be used for the purpose of enforcing the terms of this FFOA as though they were originals and will not be made inadmissible in any legal or regulatory proceeding concerning this FFOA on the basis of the Best Evidence Rule or similar rule of admissibility. IN WITNESS WHEREOF, the Parties hereto have caused this FFOA to be executed by their duly authorized representatives. This FFOA is effective as provided in Section 4.1 above. ORANGE COUNTY SANITATION DISTRICT SOUTHERN CALIFORNIA EDISON COMPANY By: By: Name: Ryan P. Gallagher Name: Marcus Lotto Title: Board Chairman Title: Senior Manager, Grid Interconnection & Contract Development Date: Date: ATTEST: By: Name: Kelly A. Lore, MMC Title: Clerk of the Board Date: Re f e r e n c e Co p y ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-8 APPROVED AS TO FORM: By: Name: Scott C. Smith Title: General Counsel Date: Re f e r e n c e Co p y ATTACHMENT A TO ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-A-1 1. Added Facilities Investment for Customer- Financed Facilities (Existing – Installed Pursuant to the IFA) (Provided per Section 3.2.1) Component Original Estimate Revised Estimate Recorded Cost A. Interconnection Facilities* - Huntington Beach Generating Station – Install telesync circuit equipment $11,486.84 - Huntington Beach-La Fayette-Plant 66 kV transmission line – Install three spans of 954 KCMIL SAC conductor and two KPF switches $50,205.47 - Ellis Substation – Install telesync circuit equipment $9,809.84 - Ellis Substation – Engineer and install a telesync transmitter $36,583.92 Orcogen Substation – Install telesync circuit equipment $6,589.01 Orcogen Substation – Construct a 22.4 MVA 66/12 kV customer substation with 66 kV circuit breaker, HCB pilot wire protection and metering $613,048.06 Orcogen Substation – Engineer and construct the required additions to equip the substation as a cogen interface facility $558,814.75 Orcogen Substation – Install terminal blocks in communication terminal pole to provide pilot wire circuits $3,352.01 Huntington Beach Generating Station – Install 12,000 feet of 12/19 cable on existing route and on 5,000 feet of new messenger $19,347.13 B. Total Added Facilities Investment $1,309,237.03 C. Income Tax Component of Contribution (ITCC) (B x 24%) (eff. 1/1/2018) Not Applicable. D. One-Time Costs - None. $0.00 E. Customer shall pay to SCE a Monthly Charge determined by SCE based upon an initial monthly rate of 0.39% times the Added Facilities Investment amount shown in Row B. above pursuant to Section 6.3 of this FFOA. (($1,309,237.03) x 0.39%) $5,106.02** Re f e r e n c e Co p y ATTACHMENT A TO ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-A-2 F. Total Amount to be Advanced by Customer (B.+ C.+ D.) Not Applicable. *Note: The Interconnection Facilities described in Item A above were installed pursuant to the IFA. **Note: The Monthly Charge of $5,106.02 will commence upon the effective date of this Agreement and FFOA. 1.a. Added Facilities Investment for Customer- Financed Facilities (New – Installed Pursuant to this Agreement, FFOA) (Provided per Section 3.2.1) Component Original Estimate Revised Estimate Recorded Cost A. Interconnection Facilities - None. $0.00 B. Total Added Facilities Investment $0.00 C. Income Tax Component of Contribution (ITCC) (B x 24%) (eff. 1/1/2018) $0.00 D. One-Time Costs - Protection Coordination $3,500.00 E. Customer shall pay to SCE a Monthly Charge determined by SCE based upon an initial monthly rate of N/A% times the Added Facilities Investment amount shown in Row B. above pursuant to Section 6.3 of this FFOA. (($0.00) x N/A%) $0.00 F. Total Amount to be Advanced by Customer (B.+ C.+ D.) $3,500.00 2. Description of Customer - Constructed and Owned Facilities (Provided per Section 3.2.2) Interconnection Facilities Component a. All generating unit protective relays, controls and switchgear in compliance with SCE’s Rule 21 and Electrical Service Requirements (ESR). b. If applicable, Customer is responsible to procure and construct underground duct banks and related structures required for the Customer-Financed Added Facilities (“Civil Construction”) in accordance with specifications and designs provided by SCE. SCE may subsequently determine that the Civil Construction, or a portion thereof, may need to be Re f e r e n c e Co p y ATTACHMENT A TO ATTACHMENT B FACILITIES FINANCING AND OWNERSHIP AGREEMENT SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT NST-497000 B-A-3 owned by SCE. Upon such determination, the Civil Construction, or a portion thereof, will be reclassified as Customer-Financed Added Facilities, and Customer shall be required to transfer ownership to SCE. Customer understands and acknowledges that upon such transfer, it shall provide to SCE the final costs of the Civil Construction actually transferred in a form acceptable to SCE, and Customer shall be responsible for the ITCC and Monthly Charge, for the portion of the Civil Construction transferred to SCE. Note: Cost information need not be provided for Customer-Constructed and Owned Facilities. 3. Financial Security (Provided per Section 3.3 of Attachment A of the GFIA) Not applicable. Customer will provide full payment for the amounts identified in Section 1 of this Attachment A in accordance with Section 6.2 of the FFOA. 4. Single Line Diagrams a. Single Line Diagram (provided by Customer): See Attachment 1 to this FFOA Attachment A. b. Single Line Diagram (method of service provided by SCE): Re f e r e n c e Co p y MCC-BSNO1 MCC-PQS MCC-DT MCC-PQ MCC-RSS MCC-RS BUS G PNL SC SWBD-MSB MCC-BSNO2 480V STANDBY SWGR-SB SCE ORCO-GEN 66KV POWER BUILDING C ELECTRIC SERVICE CENTER BUS A - 12.47KV ELECTRIC SERVICE CENTER BUS B - 12.47KV CENTRAL GENERATION BUS A - 12.47KV CENTRAL GENERATION BUS B - 12.47KV SWGR-BUS-BSWGR-BUS-A SWGR-HA-A SWGR-HA-B BUS AA SWGR-H-A BUS AB SWGR-H-B BUS BABUS BB MCC-PTA MCC-PTB SWGR-HB-A SWGR-HB-B MCC-PTG MCC-PTDMCC-PTC MCC-PTH SWGR-HC-A SWGR-HC-B MCC-PTJ MCC-PTFMCC-PTE MCC-PTK HEADWORKS STANDBY POWER BUILDING 12.47KV SWGR DISTRIBUTION CENTER H 12.47KV SWGR-H SWGR-HWC SWGR-HWD SWGR-SSA SWGR-DCD-A SWGR-DCD-B MCC-MBC HVAC-OBF MCC-HVAC SWBD-OCSB SWBD-OBSWBD-OBC SWGR-OBB MCC-CWBMCC-CWA SWGR-CWS MCC-V MCC-SMA MCC-SMB SWB-MBB SWGR-SSB DISTRIBUTION CENTER D 12.47KV SWGR-DCD SWGR-JA-B SWGR-J-A SWGR-J-B SWGR-JA-A MCC-STA MCC-STB SWGR-JB-A SWGR-JB-B MCC-STC SWGR-JC-A SWGR-JC-B MCC-STH MCC-STGMCC-STE MCC-STF DISTRIBUTION CENTER J 12.47KV SWGR-J MCC-FA MCC-G POWER BUILDING D 12.47KV MCC-UTA SWGR-DCA-A SWGR-DCA-B MCC-PBB TO PGB CRITICAL LOADS TO PGA CRITICAL LOADS MCC-PW MCC-RSPB2 DISTRIBUTION CENTER A 12.47KV SWGR-DCA SWGR-PWPS-A SWGR-PWPS-B PLANT WATER 480V SWGR-PWPS MCC-W MCC-E MCC-U MCC-DC MCC-T2 MCC-SL MCC-RC SWGR-RC SWGR-DCSL-A SWGR-DCSL-B MCC-H2 MCC-BSPQ2MCC-BSPQ1 MCC-H1 MCC-T1 MCC-P1 MCC-P2 POWER BUILDING B 480V SWGR-DCSL MCC-SHC MCC-SHD MCC-S MCC-D1MCC-SSC MCC-I1 MCC-F MCC-I2MCC-D2 SWGR-EPSAA SWGR-EPSAB MCC-EPSAA MCC-EPSAB MCC-SBA MCC-SBB SWBD-DS-EPSAA SWBD-DS-EPSAB SWGR-GEPSA-A SWGR-GEPSA-B EPSA ELECTRICAL BUILDING 12.47KV SWGR-EPSA SWGR-DCC-B DISTRIBUTION CENTER C 12.47KV SWGR-DCC MCC-CAMCC-BB MCC-SHB SWGR-BC-B MCC-STN MCC-CG SWGR-RASW-B MCC-RAS-W2MCC-RAS-W1 MCC-RAS-W3 MCC-DBS SWGR-DSS SWGR-DS MCC-DB MCC-RAS-E3MCC-RAS-E1 MCC-RAS-E2 SWGR-RASE-B MCC-PEPA SWBD-PEPC BUS A BUS B SWGR-RASW-A SWGR-RASE-A SWGR-BC-A MCC-SHA GAS COMPRESSOR BLDG 4.16KV MCC-GCA THICKENER BUILDING 480V SWGR-BC SWGR-DCB-A SWGR-DCB-B MCC-RAS-W4 MCC-RAS-E4 DISTRIBUTION CENTER B 12.47KV SWGR-DCB MCC-STL MCC-STJ MCC-STKMCC-STM SWGR-K-A SWGR-K-B DISTRIBUTION CENTER K 12.47KV SWGR-K SWGR-KB-A SWGR-KB-B SWGR-KA-A SWGR-KA-B MCC-SHM PNL-KB2 SWBD-SHJ SWBD-SHH MCC-SHL MCC-SHK PNL-SHM1 PNL-SHM2 PNL-SHK1 PNL-SHL1 MCC-CGB MCC-PGB FROM MCC-UTA UTA-403 MCC-CGA SWBD-CG MCC-PGA FROM MCC-UTA UTA-402 480V SWGR-CPB SBF ELECTRICAL BUILDING 480V SWGR-KB 480V SWGR-KA SWBD-SHFSWBD-SHG SWBD-SHE PNL-TDP 480V DPN-SBA 12.47KV SWGR-GA12.47KV SWGR-GEPSA EPSA STANDBY POWER FACILITY DPN-SBA SWGR-SB SWGR-CPB POWER BLDG D PNL-UPSBB1 PNL-STL1 DAFT REGIONAL UPS EPSA STBY REGIONAL UPS TEMPORARY CONDITION PER J-117B PHASED CONSTRUCTION. PLEASE CONFIRM ACTUAL CONFIGURATION STATE. TEMP PWR FOR CONTRACTOR'S TRAILER PER P2-110. PLEASE CONFIRM ACTUAL CONFIGURATION STATE. TEMPORARY CONDITION PER J-117B PHASED CONSTRUCTION. PLEASE CONFIRM ACTUAL CONFIGURATION STATE. TO GWRS PS SWGR-DCCA-A MCC-BA P2-98A CONTRACTOR POWER TO NEW TFR-CGB DW G : J : \ F a c i l i t y M o d e l s \ S L D s \ P l a n t 2 \ P 2 - O V E R A L L S L D . d w g DA T E : M a r 2 8 , 2 0 2 3 2 : 2 2 p m U S E R : d i a z j P L A N T 2 - O V E R A L L S L D - 0 3 / 2 0 2 3 LOCATION: Orange Co. Sanitation Dist. 22212 Brookhurst St., Huntington Beach, CA 92646 Generators: 5 Ideal Electric Co. SAMB Frame M-9-33, 3000 kW rating each, connected to IC engines. 1 Kato Engineering A251460000, 1000 kW, connected to steam turbine. 16.8 MVA16.8 MVA----- Attachment 1 to FFOA Attachment A (Provided by Customer - NST-497000) Re f e r e n c e Co p y Page 1 of 3 Form 14-912 01/2023 NBT OR NEM CUSTOMER-GENERATOR WARRANTY THAT IT MEETS THE REQUIREMENTS FOR AN ELIGIBLE CUSTOMER-GENERATOR AND IS AN ELIGIBLE RENEWABLE ELECTRICAL GENERATION FACILITY PURSUANT TO SECTION 2827 OR SECTION 2827.1 OF THE CALIFORNIA PUBLIC UTILITIES CODE (This Affidavit needs to be completed and submitted to SCE by the Customer-Generator every time a new NEM/NBT interconnection agreement for a Renewable Electrical Generation Facility is executed or whenever there is a change in ownership of the Generating Facility) Interconnection Customer Information (T) (T) Interconnection Customer: Attention: Address: City, State, zip code: Phone: Fax: Location of Generator Address: City, State, zip code: Utility Log# (from SCE) SCE SA-ID Circle Type of Renewable Electrical Generation Facility biomass geothermal municipal solid waste solar thermal fuel cell landfill gas photovoltaic small hydroelectric generation ocean wave wind digester gas ocean thermal tidal current NEM or NBT Customer-Generator (Customer) declares that it meets the requirements for an “Eligible Customer-Generator” and the Generating Facility meets the requirements of an “Renewable Electrical Generation Facility”, as defined Sections 2827(b)(5) and 2827.1(a) of the California Public Utilities Code and satisfies the definitions of the renewable resource for the Renewable Electrical Generation Facility in the latest version of the California Energy Commission’s (CEC’s) Renewables Portfolio Standard (RPS) Eligibility Guidebook and the Overall Program Guidebook1 (Eligibility Requirements). Included in these eligibility requirements (check as applicable) pursuant to Public Utilities Code Sections 2827(b)(5) and 2827.1(a), and Public Resource Code Section 25741 paragraph (a) 1: If the Renewable Electrical Generation Facility uses "municipal solid waste conversion" customerwarrants that the “municipal solid waste is as defined in PR Code Section 25741(b). (T) (T) 1 The RPS Guidebooks can be found at: http://www.energy.ca.gov/renewables/documents/index.html#rps Orange County Sanitation District 18480 Bandilier Cir Fountain Valley CA 92708 Robert Thompson / Jeff Brown (714) 593-7083 N/A / Email: jbrown@ocsan.gov 22212 Brookhurst St Huntington Beach, CA, 92646 NST-497000 8015695676 X Page 2 of 3 Form 14-912 01/2023 If the Renewable Electrical Generation Facility uses fuel cell, Eligible Customer-Generator warrantsthat the fuel cell is powered solely with renewable fuel. If the Renewable Electrical Generation Facility is a Small hydroelectric generating facility, customerwarrants that it will not cause an adverse impact on instream beneficial uses, nor cause a change in thevolume or timing of streamflow. Eligible Customer-Generator warrants that, beginning on the date of Initial Operation and continuing for as long the Customer-Generator is taking service on an applicable NEM or NBT rate schedule (term of this Agreement), Eligible Customer-Generator and the Generating Facility shall continue to meet the Eligibility Requirements. If Eligible Customer-Generator or the Generating Facility ceases to meet the Eligibility Requirements, Eligible Customer-Generator shall promptly provide SCE with Notice of such change pursuant to the Notification of this Agreement. If at any time during the term of this Agreement SCE determines, at its reasonable discretion, that Eligible Customer-Generator or Generating Facility may no longer meet the Eligibility Requirements, SCE may require Eligible Customer-Generator to provide evidence, that Eligible Customer-Generator and/or Generating Facility continues to meet the Eligibility Requirements, within 20 business days of SCE’s request for such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer’s Generating Facility and/or require documentation from Eligible Customer- Generator to monitor the Generating Facility’s compliance with the Eligibility Requirements. SCE will provide a minimum of 10 business days notice to the Eligible Customer Generator should SCE decide an inspection is required. If SCE determines in its reasonable judgment that Eligible Customer-Generator either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Generating Facility continues to meet the Eligibility Requirements, then the Eligibility Status shall be deemed ineffective until such time as Eligible Customer-Generator again demonstrates to SCE’s reasonable satisfaction that Eligible Customer-Generator meets the requirements for an Eligible Customer–Generator and/or the Generating Facility meets the requirements for a Eligible electrical generating facility (the Eligibility Status Change). SCE shall revise its records and the administration of this Agreement to reflect the Eligibility Status Change and provide Notice to Eligible Customer-Generator of the Eligibility Status Change pursuant to the Notification Section of this Agreement. Such Notice shall specify the effective date of the Eligibility Status Change. This date shall be the first day of the calendar year for which SCE determines in its reasonable discretion that the Eligible Customer-Generator and/or Generating Facility first ceased to meet the Eligibility Requirements. SCE shall invoice the Eligible Customer-Generator for any tariff charges that were not previously billed during the period between the effective date of the Eligibility Status Change and the date of the Notice in reliance upon Eligible Customer-Generator’s representations that Eligible Customer-Generator and/or Generating Facility complied with the Eligibility Requirements and therefore was eligible for the rate treatment available under the Net Energy Metering provisions of SCE’s applicable Net Energy Metering rate schedules for Eligible Customer-Generators. Any amounts to be paid or refunded by Eligible Customer-Generator, as may be invoiced by SCE pursuant to the terms of this warranty, shall be paid to SCE within 30 days of Eligible Customer-Generator’s receipt of such invoice. Unless otherwise ordered by the CPUC, this Agreement at all times shall be subject to such modifications as the CPUC may direct from time to time in the exercise of its jurisdiction. (T) (T) (T) (T) Page 3 of 3 Form 14-912 01/2023 Notification Unless otherwise provided in this Agreement, any written notice, demand, or request required or authorized in connection with this Agreement (Notice) shall be deemed properly given if delivered in person, delivered by recognized national currier service, or sent by first class mail, postage prepaid, to the person specified below: If to the Eligible Customer-Generator: (T) Interconnection Customer: Attention: Address: City, State, zip code: Phone: Fax: If to SCE: U.S. Mail Courier Southern California Edison Company Southern California Edison Company Attention: - Net Metering Program Administrator Attention: Net Metering Program Administrator P.O. Box 800 2244 Walnut Grove Ave Rosemead, CA 91770 Rosemead, CA 91770 Scott C. Smith (866) 600-6290 (T) (D) Email: customer.generation@sce.com Signatures Customer-Generator Signature: Name: Title: Date: Orange County Sanitation District Robert Thompson / Jeff Brown 18480 Bandilier Cir Fountain Valley CA 92708 (714) 593-7083 N/A / Email: jbrown@ocsan.gov Attest: By: Name: Title: Date: Approved as to form: By: Name: Title: Date: Ryan P. Gallagher Board Chairman Kelly A. Lore, MMC Clerk of the Board Telephone: General Counsel Southern California Edison i ORIGINAL QFID.\'o.2!:i04,Orange County Saniiaiion Disiricl AMENDMENT NO.4 To the POWER PURCHASE AGREEMENT Between SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT QFID No.2804 This Amendment No. 4 ("Amendment No.4")to the Agreement (as that term is defined below)is entered into between Southern California Edison Company,a California corporation ("SCE")and Orange County Sanitation District,a special district organized and existing under the County Sanitation District Act,Health and Safety Code Section 4700 et seq.("Seller").SCE and Seller are hereinafter sometimes referred to individually as a "Party"and jointly as the ''Parties". Capitalized terms used and not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to such terms in the Agreement. RECITALS The Parties enter into this Amendment No.4 with reference to the following facts: A. SCE and Seller are parties to that certain Power Purchase Agreement,dated as of September 9,1991.as amended by that certain Amendment No. 1 to the Power Purchase Contract dated August 22.2001.that certain Amendment No. 2 to the Power Purchase Contract,dated June 16,2006 and that certain Amendment No.3 to the Power Purchase Contract,dated December 6.2018 (as amended from time to Ume,the "Agreement"). B. The term ofthe Agreement is to end on July 26, 2023. which date is thirty (30) years from Initial Operation. C. The Parties desire to amend the Agreement to allow for the extension of the term and to adjust the price for all energy delivered by Seller to SCE during the extension period, subject to the terms and conditions described herein. The contents ofthis dnciment are subject to restrictions on disclosure as set forth in the A^eement. Amendment No. 4 to the Power Purchase Agreement Southern California Edison QFID No. 2804,Orange County Sanitation District AGREEMENT NOW THEREFORE,in consideration ofthe promises,mutual covenants and agreements set forth in this Amendment,and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1.Section 3 ofthe Agreement is deleted in its entirety and replaced with the following: "This Agreement shall be binding upon execution by the Parties and shall remain effective until 11:59 P.M.Pacific Time on the earliest to occur of: (a)November 30,2024,(b) the date ofthe Permission to Operate letter issued from Edison to the Seller for the Generating Facility to allow for net metering,or (c) the fourteenth (14^)day after Edison receives written notice oftermination via overnight mail at 2244 Walnut Grove Avenue,Rosemead, California 91770,Attention: Energy Contract Management, or electronic mail at EnergyContracts@sce.com (the earliest ofthe date in (a), (b) or (c) the "Term End Date"). Upon the Term End Date, this Agreement will expire without any further action by the Parties and be of no further force and effect,except as to obligations that survive such expiration as provided for herein." 2. Section 13.2 ofthe Agreement is amended to add the following sentence at the end of the paragraph: "Notwithstanding the foregoing,for all electricity delivered by Seller beginning 12:01 A.M.Pacific Time on July 27, 2023 until the Term End Date,Edison shall pay Seller zero dollars ($0) per kilowatt-hour for energy." 3.MISCELLANEOUS (a)Reservation of Rights.Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement. (b) Legal Effect.Except as expressly modified as set forth herein,the Agreement remains unchanged and, as so modified,the Agreement shall remain in full force and effect. (c)Governing Law.THIS AMENDMENT NO. 4 AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED,ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.TO THE EXTENT ENFORCEABLE AT SUCH TIME,EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY The contents ofthisdocument are subject torestrictions on disclosure assetforth intheAgreement. Amendment No. 4 to the Power Purchase Agreement Southern California Edison QFID No. 2804,Orange County Sanitation District JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AMENDMENT NO.4. (d) Successors and Assigns. This Amendment No. 4 shall be binding upon and inure to the benefit ofthe Parties hereto and their respective successors and assigns. (e) Authorized Signatures: Notices. Each Party represents and warrants that the person who signs below on behalfof that Party has authority to execute this Amendment No. 4 on behalf of such Party and to bind such Party to this Amendment No. 4. Any written notice required to be given under the terms ofthis Amendment No. 4 shall be given in accordance with the terms ofthe Agreement. (f)Effective Date.This Amendment No. 4 shall be deemed effective as ofthe date the last Party hereto executes this Amendment No. 4 (the "Effective Date''). (g)Further Agreements.This Amendment No. 4 shall not be amended,changed, modified,abrogated or superseded by a subsequent agreement unless such subsequent agreement is in the form ofa written instrument signed by the Parties. (h)Counterparts:Electronic Signatures.This Amendment No. 4 may be executed in one or more counterparts,each of which will be deemed to be an original of this Amendment No. 4 and all of which,when taken together,will be deemed to constitute one and the same agreement.The exchange ofcopies ofthis Amendment No. 3 and ofsignature pages by facsimile transmission.Portable Document Format (i.e.,PDF),or by other electronic means shall constitute effective execution and delivery of this Amendment No. 4 as to the Parties and may be used in lieu ofthe original Amendment No. 4 for all purposes. [Signature pagefollows] The contents ofthis document are subject to restrictions ondisclosure assetforth intheAgreement. Amendment No. 4 to the Power Purchase Agreement DocuSign Envelope ID:D9538638-3AA5-489F-9062-ACA1E6ACFA27 Southern California Edison OFID No. 2804,Orange County Sanilalion District IN WITNESS WHEREOF,the Parties hereto have caused this Amendment No. 4 to be executed by their duly authorized representatives on the dates indicated below their respective signatures. ORANGE COUNTY SANITATION SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation.g —uocusignea by: Wanke Board Chairman Date: T,,C62SDEA6B24E427...MarK irwin Director ofEnergy Contract Management 7/22/2023 Date: Attest: KelWA.IMre,MMC Clei^of the Board Orange County Sanitation District ^7 /^/Date: The contcuts ofthis cJocument are subjecl tnrestrictions ondisclosure assetforth inthe Agrecmenf. Amendment No. 4 to the Power Purchase Agreement OC6SAN ORANGE COUNTY SANITATION DISTRICT MINUTE EXCERPT MEMORANDUM REGULAR MEETING OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT Wednesday,July 26,2023 at 6:00 p.m. Administration Building 10844 Ellis Avenue, Fountain Valley,California. Chairman Chad Wanke of the Orange County Sanitation District called the meeting to order at 6:01 p.m. The Clerk of the Board of Directors reported a quorum present. STEERING COMMITTEE: 15.SOUTHERN CALIFORNIA EDISON -AMENDMENT NO.4 TO 2023-3110 THE POWER PURCHASE AGREEMENT AT PLANT NO.2 MOVED.SECONDED.AND DULY CARRIED TO: Approve and Authorize the Board Chairman to execute Amendment No. 4 to the Power Purchase Agreement (QFID-04)with Southern California Edison Company and Orange County Sanitation District, to allow for the extension of the term and to adjust the price for all energy delivered to SCE during the extension period. AYES:Brad Avery,Pat Bums,Doug Chaffee,Jon Dumitru,Rose Espinoza,Stephen Faessel,Ryan Gallagher,Marshall Goodman,Glenn Grandis,Johnathan Ryan Hernandez, Farrah Khan,Christine Marick,Scott Minikus,Jordan Nefulda, Andrew Nguyen,Robert Ooten,David Shawver,Schelly Sustarsic,Chad Wanke,Bruce Whitaker,John Withers and Jordan Wu (Alternate) NOES:None ABSENT:Phil Hawkins,Steve Jones,and Susan Sonne ABSTENTIONS:None ADJOURNMENT:The Chair declared the meeting adjourned at 6:43 p.m. STATE OF CALIFORNIA) )SS. COUNW OF ORANGE ) I,Kelly A. Lore, Clerk of the Board of the Board of Directors of Orange County Sanitation District, do hereby certify that the above and foregoing to be a full,true,and correct copy of a minute excerpt of the meeting of said Board of Directors on the 26^^^ day of July 2023. 2023. IN WITNESS WHEREOF,I have hereunto set my hand this 26thth day of July Kelly A.LotferMM. 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Questions?VisitourWeb siteatfedex.com or call 1.800.6o.FedB(®600.4633339.0272582303 ByZoningyausuttiorireustodeliverthisshlpmantwithoutobtaining asignatureandagreetoindemn^and1^usharmlessfmnanyresuBing claim SAF'AnDateS/1l3*Pin<1S7eil!«OI»4-2ga3FHEi>mNIE0INUSA Southern California Edison ~ORIGINAL ID #2804, Orange County Sanitation District AMENDMENT NO. 3 to the AS-AVAILABLE CAPACITY AND ENERGY POWER PURCHASE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMP ANY and ORANGE COUNTY SANITATION DISTRICT (RAP ID #2804) This Amendment No. 3 ("Amendment No. 3") to the Agreement (as that term is defined below) is entered into between Southern California Edison Company, a California corporation ("SCE"), and Orange County Sanitation District, a special district organized and existing under the County Sanitation District Act, Health and Safety Code Section 4700 et seq. ("Seller"). SCE and Seller are hereinafter sometimes referred to individually as a "Party" and jointly as the "Parties". Capitalized terms used and not otherwise defined in thi s Amendment o. 3 shall have the meanings ascribed to such ter~s in the Agreement. RECITALS The Parties enter into this Amendment o. 3 with reference to the following facts: A. SCE and Sell er are Parties to that certain As-Available Capacity and Energy Power Purchase Agreement, dated as of September 9, 1991 (as amended, supplemented or otherwise modified from time to time, the "Agreement"), which provides for the sale to Edison of electrical power from Seller's Generating Facility (as that term is defined in the Agreement). B. The Parties wish to amend the Agreement in order to update the payment provisions set forth in Section 17.1 of the Agreement. The contents of this document are subject to restrictions on disclosure as set forth in the Agreement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement Southern California Edison ID #2804, Orange County Sanitation District AGREEMENT In consideration of the promises, mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, as set forth herein, the Parties agree as follows: I. Section 17.1 of the Agreement is deleted in its entirety and replaced with the following: "Edison shall deliver via electronic mail to Seller's email address (SCESale@ocsd.com) not later than thirty (30) calendar days after the end of each monthly billing period (a) a statement showing the energy and capacity delivered to Edison during on-peak, mid-peak, off-peak, and super-off-peak periods during the monthly billing period, and (b) Edison's computation of the amount due Seller. Edison shall make payment to Seller in said amount not later than thirty (30) calendar days after the end of each monthl y billing period. Edison may make payments to Seller via check mailed to Seller's designated address (I 0844 Ellis Avenue, Fountain Valley, CA 92708) or by Automated C learing House ("ACH") transaction." 2. MISCELLANEOUS (a) Reservation of Rights. Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement. (b) Legal Effect. Except as expressly modified as set forth herein, the Agreement remains unchanged and, as so modified, the Agreement shall remain in full force and effect. (c) Governing Law. THIS AMENDMENT NO. 3 AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AMENDMENT NO. 3. (d) Successors and Assigns. This Amendment No. 3 shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. (e) Authorized Signatures; Notices. Each Party represents and warrants that the person who signs below on behalf of that Party has authority to execute this Amendment No. 3 on behalf of such Party and to bind such Party to this Amendment No. 3. The contents of this document are subject to restrictions on disclosure as set forth in the Agreement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement 2 Southern California Edison ID #2804, Orange County Sanitation District Any written notice required to be given under the terms of this Amendment o. 3 shall be given in accordance with the terms of the Agreement. (f) Further Agreements. This Amendment No. 3 shall not be amended, changed, modified, abrogated or superseded by a subsequent agreement unless such subsequent agreement is in the form of a written instrument signed by the Parties. (g) Counterparts; Electronic Signatures. This Amendment No. 3 may be executed in one or more counterparts, each of which will be deemed to be an original of this Amendment No. 3 and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment No. 3 and of signature pages by facsim ile transmission, Portable Document Format (i.e., PDF), or by other electronic means shal l constitute effective execution and delivery of this Amendment No. 3 as to the Parties and may be used in lieu of the original Amendment No. 3 for all purposes. [Remainder of Page Left Intentionally Blank.] The contents of this document are subject to restrictions on disclosure as set f orth in the Agreement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement 3 Southern California Edison ID #2804, Orange County Sanitation District IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3 to be executed by their duly authorized representatives on the dates indicated below their respective signatures. ORANGE COUNTY SANITATION DISTRICT a special district organized and existing under the County Sanitation District Act, Health and Safety Code Section 4 700 et seq. Board Chairman Date: __ 11_._)--'--z.-=-8_,_/w_1-=-g __ _ Date: _I J_/:;__g_Jt?-D~f 8' __ SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation. Director, Energy Contracts Management /i Date: / 2-ft IM/8 I I The contents of this document are subject to restrictions on disclosure as set forth in the Agreement. Amendment No. 3 lo the As-Available Capacity and Energy Power Purchase Agreement 4 STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3854 Agenda Date:9/25/2024 Agenda Item No:3. FROM:Ryan Gallagher, Board Chairman Originator: Laura Maravilla, Director of Human Resources SUBJECT: LABOR CONTRACT NEGOTIATIONS - CHIEF NEGOTIATOR GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Authorize the Board Chairman to execute an agreement for special services with Liebert Cassidy Whitmore and approve Laura Drottz Kalty to serve as Chief Negotiator for labor contract negotiations for an amount not to exceed $100,000. BACKGROUND The Orange County Sanitation District (OC San)is preparing for labor contract negotiations with all three recognized employee organizations which include the Supervisor and Professional Management Group (SPMG)comprised of two bargaining units,the Orange County Employees Association (OCEA)comprised of three bargaining units,and the International Union of Operating Engineers Local 501 (Local 501). In October 2023,the Board of Directors approved a professional services agreement with Liebert Cassidy Whitmore (LCW)for Human Resources legal services for the period of November 1,2023 through October 31,2026 with renewal options.The selection was made following a Request for Qualifications (RFQ)process,through which OC San sought qualified employment legal firms to serve as OC San’s outside counsel for legal advice and defense on human resources matters. Contract labor negotiations was not included as part of the RFQ process based on the nature and scope of the work requiring specialized knowledge and experience in public sector labor contract negotiations. In accordance with OC San’s Purchasing Ordinance No.OC SAN-61,professional services agreements are subject to a specified procurement process such as an RFQ or Request for Proposal process,except for firms or individuals that are selected by and report directly to the Board.For such contracts,the Board shall determine the method of selection,consistent with the requirements of applicable law.Based on this ordinance exception,staff is recommending an agreement for special services with LCW and specifically Laura Drottz Kalty,to serve as Chief Negotiator for OC San in the upcoming labor negotiations.Ms.Drottz Kalty has extensive experience with public sector labor contract negotiations and possesses the institutional knowledge with OC San as she successfully negotiated three-year agreements with all three bargaining groups in 2016,2019,and more recently Orange County Sanitation District Printed on 9/18/2024Page 1 of 3 powered by Legistar™ File #:2024-3854 Agenda Date:9/25/2024 Agenda Item No:3. negotiated three-year agreements with all three bargaining groups in 2016,2019,and more recently in 2022. Once a Chief Negotiator is approved,the OC San labor negotiations team will seek authority and direction from the Steering Committee on negotiation parameters ahead of the expiration of the current MOUs. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Cultivate a highly qualified, well-trained, and diverse workforce ·Offer competitive compensation and benefits ·Negotiate fair and equitable labor agreements ·Maintain positive employer-employee relations PROBLEM The MOUs for all bargaining groups expire on June 30,2025.Preparations for contract negotiations are anticipated to begin October 2024 to ensure successor agreements are in place prior to the expiration of the contracts. PROPOSED SOLUTION Authorize staff to execute an agreement for special services with LCW/Laura Drottz Kalty to serve as Chief Negotiator in accordance with OC San’s Purchasing Ordinance No. OC SAN-61. TIMING CONCERNS On June 30,2025,the MOUs with all bargaining groups will expire with demand letters from the bargaining groups generally received by OC San six months prior to contract expiration.The approval of a Chief Negotiator at the September 2024 meeting will allow time to identify Board priorities and negotiating parameters. RAMIFICATIONS OF NOT TAKING ACTION Delays in the appointment of a Chief Negotiator would delay preparations for labor contract negotiations and may impact OC San’s ability to finalize successor agreements before the expiration of the current MOUs. PRIOR COMMITTEE/BOARD ACTIONS October 2021 -Board authorized the Board Chair to execute an agreement with Liebert Cassidy Whitmore,for Laura Drottz Kalty to serve as the external Chief Negotiator for labor contract negotiations and related items, for an amount not to exceed $150,000. December 2018 -Board authorized the Board Chair to execute an agreement with Liebert Cassidy Orange County Sanitation District Printed on 9/18/2024Page 2 of 3 powered by Legistar™ File #:2024-3854 Agenda Date:9/25/2024 Agenda Item No:3. December 2018 -Board authorized the Board Chair to execute an agreement with Liebert Cassidy Whitmore,the external Chief Negotiator selected by the Ad Hoc Committee for an amount not to exceed $120,000. February 2016 -Board approved the execution of an agreement with Liebert,Cassidy &Whitmore,at a cost not to exceed $100,000,to serve as OCSD’s Chief Negotiator as selected by the Ad Hoc Committee. ADDITIONAL INFORMATION OCEA represents 100 OC San employees,who perform para-professional,technical,and administrative jobs.Local 501 represents 193 OC San employees,who perform operations, maintenance,and other trade-related jobs.SPMG is affiliated with American Federation of State, County and Municipal Employees (AFSCME).SPMT/AFSCME represent 64 OC San employees that are responsible for supervisory duties across all divisions.In addition,SPMT/AFSCME represents 227 OC San employees holding professional, exempt-level positions who perform analytical work. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted and the budget is sufficient for this 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 for Special Services - Liebert Cassidy Whitmore Orange County Sanitation District Printed on 9/18/2024Page 3 of 3 powered by Legistar™ AGREEMENT FOR SPECIAL SERVICES This Agreement is entered into between the law firm of LIEBERT CASSIDY WHITMORE, A Professional Corporation (“Attorney”), and the ORANGE COUNTY SANITATION DISTRICT (“District”). 1. Conditions This Agreement will not take effect, and Attorney will have no obligation to provide services, until District returns a properly signed and executed copy of this Agreement. 2. Attorney’s Services Attorney agrees to provide District with consulting, representational and legal services pertaining to the employment relations matter, including representation in negotiations and in administrative and court proceedings, as requested by District or otherwise required by law. 3. Fees, Costs, Expenses District agrees to pay Attorney the sums billed monthly for time spent by Attorney in providing the services, including reasonable travel time, and not to exceed 180 hours unless approved by the District. The current range of hourly rates for Attorney time is from Two Hundred Seventy to Four Hundred Fifty Dollars ($270.00 - $450.00). See Schedule I for a full hourly rates on an annual basis and, if appropriate, adjusts them effectively July 1. Attorney will provide the Client with written notification of any adjustment in the range of rates. Attorney bills its time in minimum units of one-tenth of an hour. Fee Schedule. The current hourly rate for Laura Kalty is $450.00. Attorney reviews its Other Expenses District agrees to reimburse Attorney for necessary costs and expenses incurred by Attorney on behalf of District. Attorney bills photocopying charges at Fifteen Cents ($0.15) per page. See Schedule I attached. Payment by District against monthly billings is due upon receipt of statements, and is considered delinquent if payment is not received within thirty (30) days of the date of the invoice. 4. Artificial Intelligence ATTORNEY policy permits attorneys to utilize generative artificial intelligence (“AI”) tools, e.g. Lexis+ AI, in the performance of their work, but only in compliance with the firm’s Use of Artificial Intelligence Tools policy. Attorneys may use AI tools to assist in researching and preparing initial drafts. Attorneys may not use AI work product without applying their own independent legal judgment. They may not disclose confidential information to unsecure AI tools, and carefully check all AI-generated results for both accuracy and bias. 5. Professional Liability Insurance The California Business & Professions Code requires us to inform you whether we maintain errors and omissions insurance coverage applicable to the services to be rendered to you. We hereby confirm that the firm does maintain such insurance coverage. 3 9906566.5 LC001-009 6. Arbitration of Professional Liability or Other Claims Disputes. If a dispute between District and Attorney arises over fees charged for services, the controversy will be submitted to binding arbitration in accordance with the rules of the California State Bar Fee Arbitration Program, set forth in California Business and Professions Code, sections 6200 through 6206. The arbitrator or arbitration panel shall have the authority to award to the prevailing party attorneys’ fees, costs and interest incurred. Any arbitration award may be served by mail upon either side and personal service shall not be required. 7. File Retention After our services conclude, Attorney will, upon District’s request, deliver the file for the matter to District, along with any funds or property of District’s in our possession. If District requests the file for the matter, Attorney will retain a copy of the file at the District’s expense. If District does not request the file for this matter, we will retain it for a period of seven (7) years after this matter is closed. If District does not request delivery of the file for this matter before the end of the seven (7) year period, we will have no further obligation to retain the file and may, at our discretion, destroy it without further notice to District. At any point during the seven (7) year period, District may request delivery of the file. 8. Assignment This Agreement is not assignable without the written consent of District. 4 9906566.5 LC001-009 9. Independent Contractor It is understood and agreed that Attorney, while engaged in performing the terms of this Agreement, is an independent contractor and not an employee of District. 10. Authority The signators to this Agreement represent that they hold the positions set forth below their signatures, and that they are authorized to execute this Agreement on behalf of their respective parties and to bind their respective parties hereto. 11. Term thirty (30) days written notice. by mutual agreement of the parties. This agreement shall be terminable by either party upon This Agreement is effective September 12, 2024, ongoing and may be modified LIEBERT CASSIDY WHITMORE, ORANGE COUNTY A Professional Corporation SANITATION DISTRICT By: ________________________ By: _______________________ Name: ______________________ Name: _____________________ Title: _______________________ Title: ______________________ Date: _______________________ Date: ______________________ 5 9906566.5 LC001-009 SCHEDULE I – FEES & COSTS 1. Hourly Rates (As of Agreement Effective Date) Partners $450.00 Senior Counsel $375.00 Associates $270.00 - $355.00 Labor Relations/HR Consultant $290.00 Compensation/Classification Consultant $210.00 Paralegals $145.00 E- Discovery Specialists $175.00 Law Clerks $145.00 - $185.00 2. COSTS 1. Photocopies $0.15 per copy STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3819 Agenda Date:9/25/2024 Agenda Item No:CS-1 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 BKK Working Group, et al. v. Albertsons Companies, Inc., et al., United States District Court Central District of California, Court Case No.2:18-CV-05836-MWF(PLAx). BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board,the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential litigation;(c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act,may be reviewed by the Board during a permitted closed session and are not available for public inspection.At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS ·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Memorandum from General Counsel Orange County Sanitation District Printed on 9/18/2024Page 1 of 1 powered by Legistar™ Scott C. Smith (949) 263-6561 scott.smith@bbklaw.com 18101 Von Karman Avenue.Suite 1000.Irvine, CA 92612 Phone: (949) 263-2600 | Fax: (949) 260-0972 bbklaw.com Memorandum To: Honorable Chair and Members of the Orange County Sanitation District Steering Committee From: General Counsel Date: September 25, 2024 Re: Closed Session Items The Steering Committee will hold a closed session on September 25, 2024, for the purpose of conferring with its legal counsel regarding existing litigation to which the Orange County Sanitation District is a party. The title of the case is: BKK Working Group, et al. v. Albertsons Companies, Inc., et al., United States District Court Central District of California, Court Case No. 2:18-CV-05836-MWF(PLAx). The closed session will be held pursuant to the authority of California Government Code section 54956.9(d)(1). Respectfully submitted, SCOTT C. SMITH STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3820 Agenda Date:9/25/2024 Agenda Item No:CS-2 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 Orange County Sanitation District,a public entity v.Bayside Village Marina,LLC,a limited liability company;Laguna Beach County Water District,a public entity;and Does 1-100,inclusive;and all Persons Unknown Claiming an Interest in the Property,Superior Court of California,County of Orange, Case No. 30-2022-01251890. BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board,the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential litigation;(c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act,may be reviewed by the Board during a permitted closed session and are not available for public inspection.At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS ·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Memorandum from General Counsel Orange County Sanitation District Printed on 9/18/2024Page 1 of 1 powered by Legistar™ Scott C. Smith (949) 263-6561 scott.smith@bbklaw.com 18101 Von Karman Avenue.Suite 1000.Irvine, CA 92612 Phone: (949) 263-2600 | Fax: (949) 260-0972 bbklaw.com Memorandum To: Honorable Chair and Members of the Orange County Sanitation District Steering Committee From: General Counsel Date: September 25, 2024 Re: Closed Session Items The Steering Committee will hold a closed session on September 25, 2024, for the purpose of conferring with its legal counsel regarding existing litigation to which the Orange County Sanitation District is a party. The title of the case is: Orange County Sanitation District, a public entity v. Bayside Village Marina, LLC, a limited liability company; Laguna Beach County Water District, a public entity; and Does 1-100, inclusive; and all Persons Unknown Claiming an Interest in the Property, Superior Court of California, County of Orange, Case No. 30-2022-01251890. The closed session will be held pursuant to the authority of California Government Code section 54956.9(d)(1). Respectfully submitted, SCOTT C. SMITH STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3822 Agenda Date:9/25/2024 Agenda Item No:CS-3 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 Orange County Sanitation District v. Robert M. Jackson, et al., Orange County Superior Court Case No.30-2024-01379706-CU-OR-CJC. BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board,the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential litigation;(c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act,may be reviewed by the Board during a permitted closed session and are not available for public inspection.At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS ·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Memorandum from General Counsel Orange County Sanitation District Printed on 9/18/2024Page 1 of 1 powered by Legistar™ Scott C. Smith (949) 263-6561 scott.smith@bbklaw.com 18101 Von Karman Avenue.Suite 1000.Irvine, CA 92612 Phone: (949) 263-2600 | Fax: (949) 260-0972 bbklaw.com Memorandum To: Honorable Chair and Members of the Orange County Sanitation District Steering Committee From: General Counsel Date: September 25, 2024 Re: Closed Session Items The Steering Committee will hold a closed session on September 25, 2024, for the purpose of conferring with its legal counsel regarding existing litigation to which the Orange County Sanitation District is a party. The title of the case is: Orange County Sanitation District v. Robert M. Jackson, et al., Orange County Superior Court Case No. 30-2024-01379706-CU-OR-CJC. The closed session will be held pursuant to the authority of California Government Code section 54956.9(d)(1). Respectfully submitted, SCOTT C. SMITH STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3857 Agenda Date:9/25/2024 Agenda Item No:CS-4 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(4) GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Convene in Closed Session: Number of Potential Cases: 1 Potential initiation of litigation. BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board,the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential litigation;(c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act,may be reviewed by the Board during a permitted closed session and are not available for public inspection.At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS ·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Memorandum from General Counsel Orange County Sanitation District Printed on 9/18/2024Page 1 of 1 powered by Legistar™ Scott C. Smith (949) 263-6561 scott.smith@bbklaw.com 18101 Von Karman Avenue.Suite 1000.Irvine, CA 92612 Phone: (949) 263-2600 | Fax: (949) 260-0972 bbklaw.com Memorandum To: Honorable Chair and Members of the Orange County Sanitation District Steering Committee From: General Counsel Date: September 25, 2024 Re: Closed Session Items The Steering Committee will hold a closed session on September 25, 2024, for the purpose of conferring with its legal counsel regarding potential litigation. Based on existing facts and circumstances, the Board of the Orange County Sanitation District has decided to initiate or is deciding whether to initiate litigation for one potential case. The closed session will be held pursuant to the authority of California Government Code section 54956.9(d)(4). Respectfully submitted, SCOTT C. SMITH 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.