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HomeMy WebLinkAbout08-27-2025 Steering Committee Complete Agenda Packet SPECIAL NOTICE PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS Steering Committee Meeting Wednesday, August 27, 2025 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 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: Join the meeting now 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: 481 596 222# 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 using *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! August 20, 2025 NOTICE OF REGULAR MEETING STEERING COMMITTEE ORANGE COUNTY SANITATION DISTRICT Wednesday, August 27, 2025 – 5:00 P.M. Headquarters 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, August 27, 2025 at 5:00 p.m. STEERING COMMITTEE & BOARD MEETING DATES September 24, 2025 October 22, 2025 November 19, 2025 * December 17, 2025 * January 28, 2026 February 25, 2026 March 25, 2026 April 22, 2026 May 27, 2026 June 24, 2026 July 22, 2026 August 26, 2026 * Meeting will be held on the third Wednesday of the month ROLL CALL STEERING COMMITTEE Meeting Date: August 27, 2025 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 2/11/2025 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR Anaheim Carlos A. Leon Ryan Balius Brea Christine Marick Cecilia Hupp Buena Park Joyce Ahn Lamiya Hoque Cypress Scott Minikus Bonnie Peat Fountain Valley Glenn Grandis Ted Bui Fullerton Jamie Valencia Shana Charles Garden Grove Stephanie Klopfenstein Cindy Ngoc Tran Huntington Beach Pat Burns Gracey Van Der Mark Irvine Melinda Liu Kathleen Treseder La Habra Jose Medrano Rose Espinoza La Palma Debbie Baker Vikesh Patel Los Alamitos Jordan Nefulda Tanya Doby Newport Beach Erik Weigand Michelle Barto Orange Jon Dumitru John Gyllenhammer Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Jessie Lopez Seal Beach Lisa Landau Ben Wong Stanton David Shawver John D. Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Jordan Wu Kelly McBride 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 Dan Ferons Yorba Linda Water District Tom Lindsey Gene Hernandez County Areas Board of Supervisors Doug Chaffee Janet Nguyen STEERING COMMITTEE Regular Meeting Agenda Wednesday, August 27, 2025 - 5:00 PM Huntington Beach Room Headquarters 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 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, August 27, 2025 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. 1.2025-4426APPROVAL OF MINUTES RECOMMENDATION: Approve minutes of the Regular meeting of the Steering Committee held July 23, 2025. Originator:Kelly Lore Agenda Report 07-23-2025 Steering Committee Meeting Minutes Attachments: NON-CONSENT: 2.2025-4433BUDGET INCREASE FOR FISCAL YEAR 2024-25 RECOMMENDATION: Recommend to the Board of Directors to: Approve a budget increase of $20,000,000 for FY 2024-25, for a total budget as follows: FY 2024-25 Net Operating $232,674,493 Self-Insurance - Worker’s Comp.$1,124,029 Page 1 of 5 STEERING COMMITTEE Regular Meeting Agenda Wednesday, August 27, 2025 Self-Insurance - Property & Gen. Liability $4,402,500 Net Capital Improvement Program $243,075,113 Debt/COP Service $61,027,421 Intra-District Joint Equity Purchase/Sale (1)$3,500,000 Total $545,803,556 (1)Cash to/from Revenue Area 14 (RA14) in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15) Originator:Wally Ritchie Agenda ReportAttachments: 3.2025-4449COMPENSATION AND BENEFITS FOR UNREPRESENTED EMPLOYEE GROUPS - CONFIDENTIAL EXEMPT AND NON-EXEMPT RECOMMENDATION: Recommend to the Board of Directors to: A. Adopt Resolution No. OC SAN 25-10 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented exempt Confidential Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028;” B. Adopt Resolution No. OC SAN 25-11 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented non-exempt Confidential Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028.” Originator:Laura Maravilla Agenda Report Proposed Resolution No. OC SAN 22-10 (Exempt Confidential Group) Proposed Resolution No. OC SAN 22-11 (Non-Exempt Confidential Group) Current Salary Schedule - Confidential Group Attachments: 4.2025-4448COMPENSATION AND BENEFITS FOR UNREPRESENTED EMPLOYEE GROUPS - EXECUTIVE MANAGEMENT TEAM AND MANAGER GROUP RECOMMENDATION: Recommend to the Board of Directors to: A. Adopt Resolution No. OC SAN 25-12 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented Executive Management Team employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028;” B. Adopt Resolution No. OC SAN 25-13 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit Page 2 of 5 STEERING COMMITTEE Regular Meeting Agenda Wednesday, August 27, 2025 adjustments for unrepresented Manager Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028.” Originator:Laura Maravilla Agenda Report Proposed Resolution No. OC SAN 25-12 (EMT) Proposed Resolution No. OC SAN 25-13 (Managers) Attachments: 5.2025-4447GENERAL MANAGER’S COMPENSATION AND BENEFITS RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OC SAN 25-14 titled: “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for the General Manager for Fiscal Year 2025/2026.” The changes consist of a salary increase and corresponding salary range adjustment of 4.5%, effective in the first pay period of July 2025, and changes to a leave bank, 457(b) contribution and mileage reimbursement. Originator:Laura Maravilla Agenda Report Proposed Resolution No. OC SAN 25-14 GM Salary Schedules (Current & Proposed) At-Will Employment Agreement, Robert C. Thompson (eff. 7/1/25) 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. Page 3 of 5 STEERING COMMITTEE Regular Meeting Agenda Wednesday, August 27, 2025 CS-1 2025-4440CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 2 A. Ddaze Phuong, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case Nos. ADJ16015389 and ADJ18947693; and B. James Cabral, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case Nos. ADJ20490382 and ADJ20620306. Agenda Report Steering CS Memo re Workers Comp Claims 08-27-25 Attachments: CS-2 2025-4439CONFERENCE WITH REAL PROPERTY NEGOTIATORS - GOVERNMENT CODE SECTION 54956.8 RECOMMENDATION: Convene in Closed Session: A.Property: 10700 Spencer Street, Fountain Valley, CA - APN No.156-154-07 and 156-163-16. Agency negotiators: General Manager Rob Thompson; Assistant General Manager Lorenzo Tyner; and Director of Finance Wally Ritchie. Negotiating parties: Shabtai Itzhak Tr Ins Tr Under negotiation: Price and Terms of payment B.Property: 18250 Euclid Street, Fountain Valley, CA - APN No.156-171-41. Agency negotiators: General Manager Rob Thompson; Assistant General Manager Lorenzo Tyner; and Director of Finance Wally Ritchie. Negotiating parties: Rexford Industrial Realty LP Under negotiation: Price and Terms of payment Agenda Report Steering CS Memo re Real Property 08-27-25 Attachments: CS-3 2025-4424CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(4) RECOMMENDATION: Convene in Closed Session: Number of Potential Cases: 1. Page 4 of 5 STEERING COMMITTEE Regular Meeting Agenda Wednesday, August 27, 2025 Initiation of litigation. Agenda Report Steering CS Memo re Potential Initiation of Litigation 08-27-25 Attachments: RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: 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 September 24, 2025 at 5:00 p.m. Page 5 of 5 STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4426 Agenda Date:8/27/2025 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 July 23, 2025. 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: ·July 23, 2025 Steering Committee meeting minutes Orange County Sanitation District Printed on 8/18/2025Page 1 of 1 powered by Legistar™ Orange County Sanitation District Minutes for the STEERING COMMITTEE Wednesday, July 23, 2025 5:00 PM Huntington Beach Room Headquarters 18480 Bandilier Circle 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, July 23, 2025 at 5:00 p.m. in the Orange County Sanitation District Headquarters. 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 and Chad Wanke ABSENT:Glenn Grandis and John Withers 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; Mo Abiodun; Jackie Castro; Raul Cuellar; Don Cutler; Thys DeVries; Martin Dix; Justin Fenton; Rob Michaels; Tania Moore; Giti Radvar; Aldwin Ramirez; Valerie Ratto; Thomas Vu; and Kevin Work. OTHERS PRESENT: Scott Smith, General Counsel; Laura Drottz Kalty, Special Counsel, Liebert Cassidy Whitmore; and Phillip Lem, Special Counsel, Payne & Fears LLP, were present in the Huntington Beach Room. PUBLIC COMMENTS: None. REPORTS: Chair Gallagher and General Manager Rob Thompson did not provide reports. CONSENT CALENDAR: 1.APPROVAL OF MINUTES 2025-4374 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Page 1 of 6 STEERING COMMITTEE Minutes July 23, 2025 Approve minutes of the Regular meeting of the Steering Committee held June 25, 2025. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns and Christine Marick NOES:None ABSENT:Glenn Grandis, Chad Wanke and John Withers ABSTENTIONS:None NON-CONSENT: 2.SUCCESSOR MEMORANDA OF UNDERSTANDING FOR THE ORANGE COUNTY EMPLOYEES ASSOCIATION 2025-4407 Originator: Laura Maravilla Special Legal Counsel Laura Drottz Kalty provided background information on the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Adopt Resolution No. OC SAN 25-06, entitled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving the Memoranda of Understanding (MOUs) between the Orange County Sanitation District and the Orange County Employees Association (OCEA), for Fiscal Years 2025/2026, 2026/2027 & 2027/2028”; and B. Direct staff to finalize and sign the Memoranda of Understanding (MOUs) between Orange County Sanitation District and the three (3) OCEA bargaining units. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns and Christine Marick NOES:None ABSENT:Glenn Grandis, Chad Wanke and John Withers ABSTENTIONS:None 3.SUCCESSOR MEMORANDUM OF UNDERSTANDING FOR THE INTERNATIONAL UNION OF OPERATING ENGINEERS - LOCAL 501 2025-4409 Originator: Laura Maravilla Special Legal Counsel Laura Drottz Kalty provided background information on the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 2 of 6 STEERING COMMITTEE Minutes July 23, 2025 A. Adopt Resolution No. OC SAN 25-07, entitled “A Resolution of the Board of Directors of the Orange County Sanitation District approving the Memorandum of Understanding (MOU) between the Orange County Sanitation District and the International Union of Operating Engineers Local 501, for Fiscal Years 2025/2026, 2026/2027 & 2027/2028”; and B. Direct staff to finalize and sign the Memorandum of Understanding (MOU) between Orange County Sanitation District and the International Union of Operating Engineers Local 501 bargaining unit. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns and Christine Marick NOES:None ABSENT:Glenn Grandis, Chad Wanke and John Withers ABSTENTIONS:None Director Chad Wanke arrived at the meeting at 5:05 p.m. 4.SUCCESSOR MEMORANDA OF UNDERSTANDING FOR THE SUPERVISOR AND PROFESSIONAL MANAGEMENT GROUPS 2025-4410 Originator: Laura Maravilla Special Legal Counsel Laura Drottz Kalty provided background information on the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Adopt Resolution No. OC SAN 25-08, entitled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving the Memoranda of Understanding (MOUs) between the Orange County Sanitation District and the Supervisory and Professional Management Group, for Fiscal Years 2025/2026, 2026/2027 & 2027/2028”; and B. Direct staff to finalize and sign the Memoranda of Understanding (MOUs) between Orange County Sanitation District and the two (2) Supervisory and Professional Management Group bargaining units. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and Chad Wanke NOES:None ABSENT:Glenn Grandis and John Withers ABSTENTIONS:None Page 3 of 6 STEERING COMMITTEE Minutes July 23, 2025 5.ACQUISITION OF RIGHTS-OF-WAY AND EASEMENTS 2025-4385 Originator: Lorenzo Tyner Mr. Thompson 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 25-09 entitled, “A Resolution of the Board of Directors of Orange County Sanitation District Authorizing the General Manager to Acquire Project-Related Permanent Easements, Rights-of-Way, and Other Interests in Real Property of $150,000 or Less and to Acquire Temporary Construction Easements of Less than Five Years for Projects Approved by the Board of Directors; and Repealing Resolution No. OCSD 98-44.” AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and Chad Wanke NOES:None ABSENT:Glenn Grandis and John Withers ABSTENTIONS:None INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54957.6, 54957(b)(1) & 54956.9(d)(1). 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 LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 2025-4375 CONVENED IN CLOSED SESSION: Page 4 of 6 STEERING COMMITTEE Minutes July 23, 2025 Designated Representatives: General Manager Robert Thompson, Assistant General Manager Lorenzo Tyner, and Director of Human Resources Laura Maravilla. Unrepresented Employees: Confidential Group, Manager Group, and Executive Managers Group. CS-2 PUBLIC EMPLOYEE PERFORMANCE EVALUATION 54957(b)(1)2025-4384 Originator: Laura Maravilla CONVENED IN CLOSED SESSION: Public Employee Performance Evaluation Number of Employees: 1 ·General Manager CS-3 CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 2025-4412 CONVENED IN CLOSED SESSION: Designated Representatives: Board Chairman Ryan Gallagher and Board Vice-Chairman Jon Dumitru Unrepresented Employee: General Manager CS-4 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) 2025-4383 CONVENED IN CLOSED SESSION: Number of Cases: 3 A. Michael Oberly v. Orange County Sanitation District, Orange County Superior Court and Does 1-25, Orange County Superior Court Case No. 30-2025-01489491-CU-OE-CJC. B. Julie Ha v. Orange County Sanitation District, Orange County Superior Court Case No. 30-2025-01484899-CU-WT-CJC. C. Joe Lara v. Orange County Sanitation District, Orange County Superior Court Case No. 30-2025-01451615-CU-OE-CJC. RECONVENED IN REGULAR SESSION. The Committee reconvened in regular session at 5:47 p.m. Page 5 of 6 STEERING COMMITTEE Minutes July 23, 2025 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Scott Smith did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Gallagher declared the meeting adjourned at 5:48 p.m. to the next Regular Steering Committee meeting to be held on Wednesday, August 27, 2025 at 5:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 6 of 6 STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4433 Agenda Date:8/27/2025 Agenda Item No:2. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: BUDGET INCREASE FOR FISCAL YEAR 2024-25 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve a budget increase of $20,000,000 for FY 2024-25, for a total budget as follows: FY 2024-25 Net Operating $232,674,493 Self-Insurance - Worker’s Comp.$1,124,029 Self-Insurance - Property & Gen. Liability $4,402,500 Net Capital Improvement Program $243,075,113 Debt/COP Service $61,027,421 Intra-District Joint Equity Purchase/Sale (1)$3,500,000 Total $545,803,556 (1)Cash to/from Revenue Area 14 (RA14) in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15) BACKGROUND In June 2024,the Board of Directors approved the Operating,Capital,Debt Service,and Self- Insurance Budgets for FY 2024-25 and FY 2025-26.Subsequently,the Board of Directors approved a land purchase in September 2024,and a construction claim settlement in December 2024.These actions are capital expenditures and were not included in the original budget.Staff did not request a budget increase at the time of approval of these expenses believing there was sufficient budget capacity.In the final months of the fiscal year,pre-planned and budgeted capital expenses were fully realized,driving the need to request a FY 2024-25 budget increase.However,cashflow remains unaffected due to receiving higher than budgeted revenues, which offset this budget increase. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Produce appropriate financial reporting -Ops &CIP budgets every two years,with annual update Orange County Sanitation District Printed on 8/19/2025Page 1 of 3 powered by Legistar™ File #:2025-4433 Agenda Date:8/27/2025 Agenda Item No:2. PROBLEM The budget authority for FY2024-25 is not adequate to cover the actual expenses for the fiscal year. The budget authority was not increased concurrently with the Board approval of the property purchase or construction claim settlement after budget adoption.Planned operating and capital expenses closely matched budgeted levels for the entire fiscal year,with capital spending picking up in the second half of the year. PROPOSED SOLUTION Approve the proposed budget increase for FY 2024-25. TIMING CONCERNS The budget increase needs to be approved prior to finalizing the audit for FY 2024-25. RAMIFICATIONS OF NOT TAKING ACTION OC San will not have a budget approved at sufficient levels to accommodate the expenses incurred in FY 2024-25. PRIOR COMMITTEE/BOARD ACTIONS December 2024 - OHL USA, Inc. v. Orange County Sanitation District September 2024 - Orange County Sanitation District, a public entity v. Bayside Village Marina, LLC June 2024 -Approved the proposed Operating,Capital,Debt Service,and Self-Insurance Budgets for FY 2024-25 and FY 2025-26 as follows: FY 2024-25 FY 2025-26 Net Operating $232,674,493 $239,114,716 Self-Insurance - Worker’s Comp.1,124,029 1,182,835 Self-Insurance - Property & Gen. Liability 4,402,500 4,767,000 Net Capital Improvement Program 223,075,113 279,436,128 Debt/COP Service 61,027,421 60,431,104 Intra-District Joint Equity Purchase/Sale (1)3,500,000 3,500,000 Total $525,803,556 $588,431,783 (1)Cash to/from Revenue Area 14 (RA14)in exchange for capital assets to/from Consolidated Revenue Area 15 (RA15) Orange County Sanitation District Printed on 8/19/2025Page 2 of 3 powered by Legistar™ File #:2025-4433 Agenda Date:8/27/2025 Agenda Item No:2. ADDITIONAL INFORMATION The table below shows the approved budget and estimated actuals for FY 2024-25, in millions. Approved Budget Estimated Actuals Variance Performance Percentage Capital Budget Approved $223 $222 $(1)100% Land Purchase -$17 $17 - Settlement -$7 $7 - Operating $233 $229 $(4)98% Debt Service $61 $60 $(1)98% Other $8 $8 $(-)100% Total $525 $543 $18 The addition of the two subsequent events totaling $24 million was partially offset by reduction in planned expenditures,resulting in OC San expenditures exceeding the budget by $18 million. However,staff are currently working on finalizing the accounting for FY 2024-25,therefore this request is to increase the prior approved budget by $20 million. Cashflow remains unaffected by the budget increase due to receiving higher than budgeted revenues for FY 2024-25,which offset the request to increase the expenditure budget,detailed in the table below (in millions). Adopted Budget Estimated Actuals Variance Revenues $531 $555 $24 Expenditures 525 543 18 Net Revenues $6 $12 $6 CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: N/A Orange County Sanitation District Printed on 8/19/2025Page 3 of 3 powered by Legistar™ STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4449 Agenda Date:8/27/2025 Agenda Item No:3. FROM:Robert Thompson, General Manager Originator: Laura Maravilla, Director of Human Resources SUBJECT: COMPENSATION AND BENEFITS FOR UNREPRESENTED EMPLOYEE GROUPS - CONFIDENTIAL EXEMPT AND NON-EXEMPT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Adopt Resolution No. OC SAN 25-10 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented exempt Confidential Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027- 2028;” B. Adopt Resolution No. OC SAN 25-11 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented non-exempt Confidential Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027- 2028.” BACKGROUND Confidential Group employees assist and act in a confidential capacity to and for persons who formulate,determine,and effectuate management policies with respect to Orange County Sanitation District (OC San)labor relations.They are not represented by a bargaining unit and instead may engage in informal discussions with OC San’s General Manager (or designee)regarding wages, hours, and other terms and conditions of employment. Salaries and benefits for Confidential Group employees historically have aligned with that of exempt employees in the Supervisory and Professional Management Group (SPMG)and non-exempt employees in the Orange County Employees Association (OCEA),respectively,as they are similarly situated based on the nature of the work they perform. In July 2025,the Board of Directors approved the Memoranda of Understanding (MOUs)for Fiscal Years 2025 through 2028 providing salary and benefits changes for employees who are represented by a bargaining group.Historically,benefits for unrepresented employees are proposed for Board approval the month following approval and adoption of MOUs for represented employees. The General Manager is recommending salary increases and corresponding salary range Orange County Sanitation District Printed on 8/19/2025Page 1 of 4 powered by Legistar™ File #:2025-4449 Agenda Date:8/27/2025 Agenda Item No:3. The General Manager is recommending salary increases and corresponding salary range adjustments for Confidential Group employees (exempt and non-exempt)for the next three years as follows:4.5%,4.5%,and 3%.Additionally,the General Manager is recommending vision plan changes increasing the frame/contact lens allowance to $195,safety boot allowance changes to $250 for eligible employees, and other minor changes, summarized below. Changes proposed for Confidential Group Exempt Employees only: ·Deferred Compensation Effective the first full pay period in July 2025,employees covered by OCERS Plans B and U and who participate in the deferred compensation plan,are eligible to receive a matching OC San contribution up to $445 per month. ·One-Time Lump Sum Payment Employees hired or promoted into the group as of the last day of the first full pay period in July 2025 will receive a $1,000 one-time payment.The payment shall not apply to employees hired after the first full pay period in July 2025. ·Administrative Leave Effective the first pay period in July,regular full-time exempt employees shall be granted sixty (60) hours of Administrative Leave. Changes proposed for Confidential Group Non-Exempt Employees only: ·Deferred Compensation: Effective the first full pay period in July 2025,employees covered by OCERS Plans B and U and who participate in the deferred compensation plan,are eligible to receive a matching OC San contribution up to $362 per month. ·Development Pay Increase Education Pay to $25 per pay period for an associate’s degree,and $50 per pay period for an undergraduate degree. Staff proposes salary changes, salary range adjustments, and benefit changes to take effect the first pay period of July 2025, consistent with past Board action. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Offer competitive compensation and benefits ·Cultivate a highly qualified, well-trained, and diverse workforce ·Maintain positive employer-employee relations ·Provide professional growth & development Orange County Sanitation District Printed on 8/19/2025Page 2 of 4 powered by Legistar™ File #:2025-4449 Agenda Date:8/27/2025 Agenda Item No:3. PROBLEM With the adoption of the MOUs between OC San and employees in SPMG and OCEA in July 2025,it is customary to align compensation and benefits for similarly situated unrepresented Confidential Group employees. PROPOSED SOLUTION Adopt Resolution No.OC SAN 25-10,titled,“A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented exempt Confidential Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028.” Adopt Resolution No.OC SAN 25-11,titled,“A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented non-exempt Confidential Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028.” TIMING CONCERNS The Board of Directors approved three-year MOUs with SPMG and OCEA at the Board meeting on July 23,2025.Historically,salary and benefit adjustments for similarly situated unrepresented Confidential Group employees are approved the month following approval and adoption of MOUs for represented employees. RAMIFICATIONS OF NOT TAKING ACTION Not taking timely action on salary and benefit adjustments for similarly situated unrepresented employees in the Confidential Group may impact employee morale and retention. PRIOR COMMITTEE/BOARD ACTIONS July 2025 -Approved Resolution Nos.OC SAN 25-06 and 25-08,adopting the MOUs with the OCEA and SPMG bargaining units for Fiscal Years 2025/2026, 2026/2027, and 2027/2028. July 2025 -Staff presented in closed session at the Steering Committee and Board meetings on wages and benefits for unrepresented Confidential Group employees. ADDITIONAL INFORMATION There are currently sixteen (16)exempt level Confidential Group employees at OC San in seven (7) classifications, as follows: Clerk of the Board Assistant Clerk of the Board Human Resources Analyst Human Resources Supervisor Principal Human Resources Analyst Secretary to the General Manager Senior Human Resources Analyst Orange County Sanitation District Printed on 8/19/2025Page 3 of 4 powered by Legistar™ File #:2025-4449 Agenda Date:8/27/2025 Agenda Item No:3. There are currently four (4)non-exempt Confidential Group employees at OC San in two (2) classifications, as follows: Human Resources Technician I Human Resources Technician II CEQA N/A FINANCIAL CONSIDERATIONS The total three-year cost of the proposed salary changes,salary range adjustments,and benefit changes for Confidential Group employees is approximately $986,773. This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Proposed Resolution No. OC SAN 22-10 (Exempt Confidential Group) ·Proposed Resolution No. OC SAN 22-11 (Non-Exempt Confidential Group) ·Current Salary Schedule - Confidential Group Orange County Sanitation District Printed on 8/19/2025Page 4 of 4 powered by Legistar™ OC SAN 25-10-1 RESOLUTION NO. OC SAN 25-10 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING SALARY AND BENEFIT ADJUSTMENTS FOR UNREPRESENTED EXEMPT CONFIDENTIAL GROUP EMPLOYEES FOR FISCAL YEARS 2025/2026, 2026/2027 & 2027/2028 WHEREAS, there are twenty (20) employees in the confidential job classifications at the Orange County Sanitation District ("OC San") who, with authorized access, assist and act in a confidential capacity to and for persons who formulate, determine, and effectuate management policies with respect to labor relations; and WHEREAS, there are sixteen (16) confidential employees holding exempt level classifications; and WHEREAS, exempt level confidential employees are unrepresented and meet directly with the General Manager about terms and conditions of employment; and WHEREAS, the General Manager recently entered into discussions with the exempt level confidential employees, which resulted in agreed upon proposed changes to wages and benefits that align with those agreed upon for represented employees. NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE, AND ORDER: 1. That the Board of Directors hereby authorizes and approves the following changes to wages and benefits for exempt level confidential employees that align with similarly situated represented groups, which shall become effective as noted:  Salary and Compensation o Year 1 – 4.5% Salary Increase and corresponding Salary Range Adjustment, retroactive to the first pay period of July 2025. o Year 2 – 4.5% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2026. o Year 3 – 3.0% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2027. o One-Time Lump Sum Payment – Employees hired or promoted into the Group as of the last day of the first full pay period in July 2025 will receive a $1,000 one-time payment. The payment shall not apply to employees hired after the first full pay period in July 2025. OC SAN 25-10-2  Deferred Compensation o Effective the first full pay period in July 2025, employees covered by OCERS Plans B and U and who participate in the deferred compensation plan are eligible to receive up to a $445 per month matching OC San contribution.  Administrative Leave o Effective the first pay period in July, regular full-time employees shall be granted sixty (60) hours of Administrative Leave.  Boot Allowance o Employees working in divisions designated in SOP-102 Personal Protective Equipment (PPE) are eligible to receive a safety boot allowance and/or upon supervisor request shall receive an annual or bi-annual voucher in the amount of $250, as applicable.  Vision Insurance o Increase frame allowance and contact lens allowance to $195, respectively. PASSED AND ADOPTED at a regular meeting of the Board of Directors held August 27, 2025. _____________________________________ Ryan P. Gallagher Board Chairman ATTEST: ___________________________________ Kelly A. Lore, MMC Clerk of the Board OC SAN 25-10-3 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 25-10 was passed and adopted at a regular meeting of said Board on the 27th of August 2025, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th of August 2025. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OC SAN 25-10-4 OC SAN 25-10-5 OC SAN 25-10-6 OC SAN 25-11-1 RESOLUTION NO. OC SAN 25-11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING SALARY AND BENEFIT ADJUSTMENTS FOR UNREPRESENTED NON-EXEMPT CONFIDENTIAL GROUP EMPLOYEES FOR FISCAL YEARS 2025/2026, 2026/2027 & 2027/2028 WHEREAS, there are twenty (20) employees in the confidential job classifications at the Orange County Sanitation District ("OC San") who, with authorized access, assist and act in a confidential capacity to and for persons who formulate, determine, and effectuate management policies with respect to labor relations; and WHEREAS, there are four (4) confidential employees holding a non-exempt classification; and WHEREAS, non-exempt confidential employees are unrepresented and meet directly with the General Manager about terms and conditions of employment; and WHEREAS, the General Manager recently entered into discussions with the non- exempt confidential employees, which resulted in agreed upon proposed changes to wages and benefits that align with those agreed upon for similarly situated represented employees. NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE, AND ORDER THE FOLLOWING: 1. That the Board of Directors hereby authorizes and approves the following changes to wages and benefits for non-exempt confidential employees, which shall become effective as noted:  Salary and Compensation o Year 1 – 4.5% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2025. o Year 2 – 4.5% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2026. o Year 3 – 3.0% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2027.  Development Pay o Increase Education Pay to $25 per pay period for an associate’s degree, and $50 per pay period for an undergraduate degree. OC SAN 25-11-2  Deferred Compensation o Effective the first full pay period in July 2025, employees covered by OCERS Plans B and U and who participate in the deferred compensation plan are eligible to receive up to a $362 per month matching OC San contribution.  Boot Allowance o Employees working in divisions designated in SOP-102 Personal Protective Equipment (PPE) are eligible to receive a safety boot allowance and/or upon supervisor request shall receive an annual or bi-annual voucher in the amount of $250, as applicable.  Vision Insurance o Increase frame allowance and contact lens allowance to $195, respectively. PASSED AND ADOPTED at a regular meeting of the Board of Directors held August 27, 2025. ________________________________ Ryan P. Gallagher Board Chairman ATTEST: _______________________________ Kelly A. Lore, MMC Clerk of the Board OC SAN 25-11-3 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 25-11 was passed and adopted at a regular meeting of said Board on the 27th of August 2025, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th of August 2025. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OC SAN 25-11-4 OC SAN 25-11-5 OC SAN 25-11-6 STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4448 Agenda Date:8/27/2025 Agenda Item No:4. FROM:Robert Thompson, General Manager Originator: Laura Maravilla, Director of Human Resources SUBJECT: COMPENSATION AND BENEFITS FOR UNREPRESENTED EMPLOYEE GROUPS -EXECUTIVE MANAGEMENT TEAM AND MANAGER GROUP GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Adopt Resolution No. OC SAN 25-12 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented Executive Management Team employees for Fiscal Years 2025-2026, 2026-2027, and 2027- 2028;” B. Adopt Resolution No. OC SAN 25-13 titled, “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented Manager Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028.” BACKGROUND There are seven (7)Executive Management Team (EMT)employees who provide leadership, strategic direction,and department oversight for the Orange County Sanitation District (OC San). There are fifteen (15)Manager Group employees at OC San who oversee staff within a particular division and align performance with the goals of the agency. These employees are not represented by a bargaining unit and instead may engage in informal discussions with OC San’s General Manager (or designee)regarding wages,hours,and other terms and conditions of employment. Salaries and benefits for the EMT and Manager Group historically have aligned with that of employees represented by a bargaining group. In July 2025,the Board of Directors approved the Memoranda of Understanding (MOUs)for Fiscal Years 2025 through 2028 providing salary and benefits changes for employees who are represented by a bargaining group.Historically,benefits for unrepresented employees are proposed for Board approval the month following approval and adoption of MOUs for represented employees. The General Manager is recommending salary increases and corresponding salary range Orange County Sanitation District Printed on 8/19/2025Page 1 of 4 powered by Legistar™ File #:2025-4448 Agenda Date:8/27/2025 Agenda Item No:4. The General Manager is recommending salary increases and corresponding salary range adjustments for EMT and Manager Group employees for the next three years as follows:4.5%,4.5%, and 3%.Additionally,the General Manager is recommending vision plan changes,safety boot allowance changes,administrative leave increase to 60 hours per fiscal year,changes to OC San’s share of monthly medical insurance premiums up to 85%or 95%,depending on plan/tier;and changes to 457(b) deferred compensation contributions as follows: ·Executive Management Team employees who participate in the deferred compensation plan will receive a $1,000 per month matching OC San contribution. ·Manager Group employees who participate in the deferred compensation plan will receive a $750 per month matching OC San contribution. Staff proposes salary changes,salary range adjustments,and benefit changes to take effect the first pay period of July 2025, consistent with past Board action. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Offer competitive compensation and benefits ·Cultivate a highly qualified, well-trained, and diverse workforce ·Maintain positive employer-employee relations ·Provide professional growth & development PROBLEM With the adoption of the Memoranda of Understanding (MOUs)between OC San and all represented groups,it is customary to align compensation and benefits for unrepresented employees in the Executive Management Team and Manager Group. PROPOSED SOLUTION Adopt Resolution No.OC SAN 25-12 titled,“A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented Executive Management Team employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028.” Adopt Resolution No.OC SAN 25-13 titled,“A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for unrepresented Manager Group employees for Fiscal Years 2025-2026, 2026-2027, and 2027-2028.” TIMING CONCERNS The Board of Directors approved three-year MOUs with all represented groups at the Board meeting on July 23,2025.Historically,salary and benefit adjustments for unrepresented employees are approved the month following adoption and approval of MOUs. Orange County Sanitation District Printed on 8/19/2025Page 2 of 4 powered by Legistar™ File #:2025-4448 Agenda Date:8/27/2025 Agenda Item No:4. RAMIFICATIONS OF NOT TAKING ACTION Not taking timely and similar action on salary and benefit adjustments for unrepresented employees in the Executive Management Team and Manager Group may impact employee morale and retention. PRIOR COMMITTEE/BOARD ACTIONS July 2025 -Approved Resolution Nos.OC SAN 25-06,25-07,and 25-08,adopting the MOUs with the SPMG,Local 501,and OCEA bargaining units for Fiscal Years 2025/2026,2026/2027,and 2027/2028. July 2025 -Staff presented in closed session at the Steering Committee and Board meetings on wages and benefits for unrepresented EMT and Manager Group employees. ADDITIONAL INFORMATION EMT employees are in the following job classifications: ·Assistant General Manager ·Director of Communications ·Director of Engineering ·Director of Environmental Services ·Director of Finance ·Director of Human Resources ·Director of Operations & Maintenance Manager Group employees are in the following job classifications: ·Engineering Manager ·Environmental Protection Manager ·Finance Manager ·Human Resources Manager ·Information Technology Manager ·Maintenance Manager ·Operations Manager ·Purchasing & Contracts Manager ·Safety & Health Manager CEQA N/A FINANCIAL CONSIDERATIONS The total cost over the three (3) year term for the EMT and Manager Groups is $2,110,858. Orange County Sanitation District Printed on 8/19/2025Page 3 of 4 powered by Legistar™ File #:2025-4448 Agenda Date:8/27/2025 Agenda Item No:4. This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Proposed Resolution No. OC SAN 25-12 EMT ·Proposed Resolution No. OC SAN 25-13 Manager Group Orange County Sanitation District Printed on 8/19/2025Page 4 of 4 powered by Legistar™ OC SAN 25-12 1 RESOLUTION NO. OC SAN 25-12 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING SALARY AND BENEFIT ADJUSTMENTS FOR UNREPRESENTED EXECUTIVE MANAGEMENT TEAM EMPLOYEES FOR FISCAL YEAR 2025/2026, FISCAL YEAR 2026/2027, AND FISCAL YEAR 2027/2028 WHEREAS, there are seven (7) Executive Management Team employees at the Orange County Sanitation District (“OC SAN”) who provide executive leadership, strategic direction, and department oversight for OC SAN; and WHEREAS, Executive Management Team employees serve in at-will employment status, which may be terminated at any time by either the General Manager or an executive management team employee with or without cause with no liability; and WHEREAS, the General Manager entered into discussions with Executive Management Team employees, which resulted in agreed upon proposed salary range adjustments; and WHEREAS, through those discussions, the parties agreed that the salary changes would take effect retroactively to the first pay period in July 2025 and the start of the new fiscal year in alignment with the other employee unit increases. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: That the Board of Directors hereby authorizes and approves the following changes to salaries and benefits for Executive Management Team employees, which shall become effective the first pay period of July 2025:  Salary Adjustments and Compensation as set forth below: o Year 1 – 4.5% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2025. o Year 2 – 4.5% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2026. o Year 3 – 3.0% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2027.  Deferred Compensation o Effective the first full pay period in July 2025, employees who participate in the deferred compensation plan will receive a $1,000 per month matching OC San contribution. OC SAN 25-12 2  Administrative Leave o Effective the first pay period in July 2025, regular full-time employees shall be granted sixty (60) hours of Administrative Leave.  Boot Allowance o Group members working in divisions designated in SOP-102 Personal Protective Equipment (PPE) are eligible to receive a safety boot allowance and/or upon supervisor request shall receive an annual or bi-annual voucher in the amount of $250, as applicable.  Vision Insurance o Increase frame allowance and contact lens allowance to $195, respectively.  Medical Insurance Premium (Cost Sharing) o Additional 5% OC San pickup (total of 85% or 95%, depending on plan/tier). That the General Manager, or his designee, is authorized to implement the changes to salary and benefits approved herein. PASSED AND ADOPTED at a regular meeting of the Board of Directors held August 27, 2025. ________________________________ Ryan Gallagher Board Chairman ATTEST: _______________________________ Kelly A. Lore, MMC Clerk of the Board OC SAN 25-12 3 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 25-12 was passed and adopted at a regular meeting of said Board on the 27th of August 2025, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th of August 2025. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OC SAN 25-12 4 OC SAN 25-12 5 OC SAN 25-12 6 OC SAN 25-12 7 OC SAN 25-13-1 RESOLUTION NO. OC SAN 25-13 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING SALARY AND BENEFIT ADJUSTMENTS FOR UNREPRESENTED MANAGER GROUP EMPLOYEES FOR FISCAL YEAR 2025/2026, FISCAL YEAR 2026/2027, AND FISCAL YEAR 2027/2028 WHEREAS, there are fifteen (15) employees in the Manager Group job classifications at the Orange County Sanitation District (“OC San”) who serve as organizational leaders and oversee staff within particular divisions and/or workgroups to align performance outcomes with the strategic goals of the agency; and WHEREAS, Manager Group employees are unrepresented and meet directly with the General Manager about terms and conditions of employment; and WHEREAS, in 2022 the Board authorized the General Manager to administer the Board approved Manager Group pay plan through a pay for performance system with pay range steps; and WHEREAS, the General Manager entered into discussions with the Manager Group employees, which resulted in agreed upon proposed salary range adjustments, and minor benefit adjustments; and WHEREAS, through those discussions, the parties agreed that the salary changes would take effect the first pay period in July 2025 and the start of the new fiscal year in alignment with the other employee unit increases. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE, AND ORDER: That the Board of Directors hereby authorizes and approves the following changes to salaries and benefits for Manager Group employees, which shall become effective the first pay period of July 2025:  Salary Adjustments and Compensation as set forth below: o Year 1 – 4.5% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2025. o Year 2 – 4.5% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2026. o Year 3 – 3.0% Salary Increase and corresponding Salary Range Adjustment, effective the first pay period of July 2027. OC SAN 25-13-2  Deferred Compensation o Effective the first full pay period in July 2025, employees who participate in the deferred compensation plan will receive a $750 per month matching OC San contribution.  Administrative Leave o Effective the first pay period in July 2025, regular full-time employees shall be granted sixty (60) hours of Administrative Leave.  Boot Allowance o Group members working in divisions designated in SOP-102 Personal Protective Equipment (PPE) are eligible to receive a safety boot allowance and/or upon supervisor request shall receive an annual or bi-annual voucher in the amount of $250, as applicable.  Vision Insurance o Increase frame allowance and contact lens allowance to $195, respectively.  Medical Insurance Premium (Cost Sharing) o Additional 5% OC San pickup (total of 85% or 95%, depending on plan/tier). That the General Manager, or his designee, is authorized to implement the changes to salary and benefits approved herein. PASSED AND ADOPTED at a regular meeting of the Board of Directors held August 27, 2025. ________________________________ Ryan P. Gallagher Board Chairman ATTEST: _______________________________ Kelly A. Lore, MMC Clerk of the Board OC SAN 25-13-3 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 25-13 was passed and adopted at a regular meeting of said Board on the 27th of August 2025, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th of August 2025. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OC SAN 25-13-4 OC SAN 25-13-5 STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4447 Agenda Date:8/27/2025 Agenda Item No:5. FROM:Ryan P. Gallagher, Board Chairman SUBJECT: GENERAL MANAGER’S COMPENSATION AND BENEFITS BOARD CHAIR’S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No.OC SAN 25-14 titled:“A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for the General Manager for Fiscal Year 2025/2026.”The changes consist of a salary increase and corresponding salary range adjustment of 4.5%,effective in the first pay period of July 2025,and changes to a leave bank,457 (b) contribution and mileage reimbursement. BACKGROUND The General Manager of the Orange County Sanitation District (OC San)is employed on an At-Will basis and serves at the pleasure of the Board of Directors. According to Section 6 of the General Manager’s At-Will Employment Agreement,“OC San’s Steering Committee shall meet with the General Manager in August of each year during the term of this Agreement to review and evaluate his performance over the prior year.”As part of the process,the Steering Committee also reviews the General Manager’s compensation and benefits provided and makes its recommendation(s)to the Board concerning any adjustments to be effective in July of the year of the review. The Steering Committee reviewed the General Manager’s job performance for Fiscal Year 2024/2025 in closed session in June and July 2025 and recommends that the Board approve the proposed salary increase and benefit adjustments.The proposed salary increase,and benefit adjustments will provide a total compensation package for the General Manager that is both competitive and designed to support retention. RELEVANT STANDARDS ·Offer competitive compensation and benefits ·Maintain positive employer-employee relations ·Cultivate a highly qualified, well-trained, and diverse workforce ·Comply with OC San policy (Policy 6.1 Appraisal of Performance)and the General Manager’sOrange County Sanitation District Printed on 8/20/2025Page 1 of 4 powered by Legistar™ File #:2025-4447 Agenda Date:8/27/2025 Agenda Item No:5. ·Comply with OC San policy (Policy 6.1 Appraisal of Performance)and the General Manager’s At-Will Employment Agreement PROBLEM Board-approved Fiscal Year 2025/2026 salary increases for OC San’s represented employees took effect in July 2025.Proposed salary increases for Executive Management Team and Manager Group employees also are under consideration.The General Manager’s salary is currently 13.57%above his highest paid direct report.The proposed salary increase would support maintaining this differential to avoid salary compaction. PROPOSED SOLUTION Approve the proposed salary and benefit adjustments for the General Manager for Fiscal Year 2025/2026 through Resolution No. OC SAN 25-14. TIMING CONCERNS The Steering Committee concluded the annual review and evaluation of the General Manager’s performance for FY 2024/2025 in July 2025 and historically approves any changes to salary and/or benefits in the month following completion of the evaluation process. RAMIFICATIONS OF NOT TAKING ACTION Not taking action as proposed may result in a missed opportunity to recognize good performance and support retention of highly skilled and experienced staff. PRIOR COMMITTEE/BOARD ACTIONS July 2025 -Board of Directors reviewed the General Manager's performance evaluation in closed session. June &July 2025 -Steering Committee reviewed the General Manager’s performance evaluation in closed session. August 2024 - Board of Directors adopted Resolution No. OC SAN 24-10, approving a salary increase and salary range adjustment for the General Manager for Fiscal Year 2024/2025. ADDITIONAL INFORMATION The Steering Committee is recommending minor benefit changes for the General Manager that include an increase in the OC San-paid 457(b)annual contribution from $11,000 to $12,000,an increase in Administrative Leave from 40 hours to 60 hours per fiscal year,and mileage reimbursement for business-related trips in a personal vehicle in excess of seventy five (75)miles one-way. As a matter of reference,OC San’s accomplishments during the past year,under the direction of the Orange County Sanitation District Printed on 8/20/2025Page 2 of 4 powered by Legistar™ File #:2025-4447 Agenda Date:8/27/2025 Agenda Item No:5. As a matter of reference,OC San’s accomplishments during the past year,under the direction of the General Manager, include the following: ·Selected an Owner Advisor for Progressive Design-Build by March 31,2025.Progressive Design-Build contract templates were created and used for Ocean Outfalls Rehabilitation Project. ·Hired a consultant to review Engineering’s earned value processes for project reporting and compared it with industry best practices. ·Secured legal and technical resources for 2026 NPDES permit renewal. ·Conducted regional sanitary sewer spill training for the collection system. ·Selected a consultant for the Plant No.2 Process Facilities Seismic Resiliency Study and conducted the kickoff meeting on November 14, 2024. ·Received the draft Urban Runoff Study identifying opportunities within Orange County Water District (OCWD),County of Orange,and OC San’s service area for additional dry weather urban runoff. ·Updated pretreatment/source control enforcement response plan in alignment with State of California’s 2024 water quality enforcement guidance document for legal review by June 30, 2025. ·Expanded OC San’s Pretreatment Honor Roll program to include wastehaulers. ·Finalized Memorandum of Understanding (MOU)with Orange County Waste and Recycling by December 31, 2024. Agreed on deal points for a cooperative agreement. ·Evaluated the initial feasibility of biosolids deep well injection.Evaluated the hydrogeological feasibility of Plant No.1,performed a general feasibility of Plant No.2,issued an RFI to potential deep well injection design-build-operate vendors and evaluated responses,and reviewed permitting requirements. ·Developed a siphon cleaning program which will be implemented over the next several years. ·Created development plans for each employee with associated training plans by June 30, 2025. ·Awarded a Purchase Order Agreement to ECS Imaging,Inc.for work with Environmental Services on Phase III Laserfiche to be completed by June 30, 2025. ·Completed labor agreements for all represented employee groups by June 30, 2025. ·Applied for VPP certification for Plant No. 2. ·Conducted an employee engagement survey to gather feedback on workplace environment satisfaction,communication effectiveness,recognition programs,and professional development opportunities.Utilized survey results to identify areas for improvement and developed action plans aimed at enhancing employee engagement and satisfaction levels. CEQA N/A FINANCIAL CONSIDERATIONS The annual cost of the proposed salary and benefit changes is approximately $22,222. The funds for the additional compensation are included in OC San’s operational budget. Orange County Sanitation District Printed on 8/20/2025Page 3 of 4 powered by Legistar™ File #:2025-4447 Agenda Date:8/27/2025 Agenda Item No:5. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Proposed Resolution No. OC SAN 25-14 ·General Manager Salary Schedules (Current & Proposed) ·At-Will Employment Agreement, Robert C. Thompson (eff. 7/1/25) Orange County Sanitation District Printed on 8/20/2025Page 4 of 4 powered by Legistar™ OC SAN 25-14-1 RESOLUTION NO. OC SAN 25-14 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING SALARY AND BENEFIT ADJUSTMENTS FOR THE GENERAL MANAGER FOR FISCAL YEAR 2025/2026 WHEREAS, the General Manager provides organizational leadership, strategic direction, and agency oversight for Orange County Sanitation District (OC San); and WHEREAS, the General Manager serves in an at-will employment capacity, which may be terminated at any time by OC San’s Board of Directors with or without cause; and WHEREAS, it is OC San’s philosophy to compensate employee classifications competitively, which currently can be achieved through alignment with the salary market; and WHEREAS, the July 1, 2024, At-Will Agreement with the General Manager provides that, “OC San’s Steering Committee shall meet with General Manager in August of each year during the term of this Agreement to review and evaluate his performance over the prior year. The Steering Committee shall make its recommendation(s) to the Board concerning adjustment to the compensation and/or benefits paid or provided to General Manager, to be effective in July of the year of review. After consideration of the recommendation(s) of the Steering Committee, the Board shall determine and approve the compensation, including benefits, payable to General Manager, which generally becomes effective July of the fiscal year of the review”; and WHEREAS, the Steering Committee commenced its review of the General Manager’s performance in June 2025, finalized its review and made its recommendation to the Board on August 27, 2025. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: 1. That the At-Will Agreement with the General Manager (Attached hereto as Exhibit 1) setting forth the terms and conditions of his employment, including changes consisting of a 4.5% salary increase and corresponding salary range adjustment and benefit changes as determined by the Board of Directors, is hereby approved to be effective retroactively to the first pay period of July 2025; 2. Increase the OC San-paid 457(b) deferred compensation contribution to an amount of $12,000 annually, allocated semimonthly; 3. Increase Administrative Leave to 60 hours annually; 4. Provide extended trip mileage reimbursement for business-related trips in a personal vehicle in excess of seventy-five (75) miles one-way; 5. That the Board Chairperson, or their designee, is authorized to implement the changes to salary and benefit items approved herein. OC SAN 25-14-2 PASSED AND ADOPTED at a regular meeting of the Board of Directors held August 27, 2025. ________________________________ Ryan P. Gallagher Board Chairman ATTEST: _______________________________ Kelly A. Lore, MMC Clerk of the Board OC SAN 25-14-3 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 25-14 was passed and adopted at a regular meeting of said Board on the 27th of August 2025, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th of August 2025. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District General Manager Salary Schedules Orange County Sanitation District Classification and Compensation Plan Pay Grade Step 1 Step 2 Step 3 Step 4 Step 5 EM37 Annual 325,374$ 342,035$ 359,528$ 377,915$ 397,218$ Monthly 27,115$ 28,503$ 29,961$ 31,493$ 33,101$ Hourly 156.43$ 164.44$ 172.85$ 181.69$ 190.97$ Pay Grade Step 1 Step 2 Step 3 Step 4 Step 5 EM37 Annual 340,018$ 357,427$ 375,710$ 394,930$ 415,085$ Monthly 28,335$ 29,786$ 31,309$ 32,911$ 34,590$ Hourly 163.47$ 171.84$ 180.63$ 189.87$ 199.56$ GENERAL MANAGER, FY 2024-25 (Current) GENERAL MANAGER, FY 2025-26 (Proposed) 1 AT-WILL EMPLOYMENT AGREEMENT Robert C. Thompson General Manager ORANGE COUNTY SANITATION DISTRICT THIS AT- WILL EMPLOYMENT AGREEMENT ("Agreement") is entered into, to be effective the 1st day of July, 2025, by and between: ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "OC San"; AND ROBERT C. THOMPSON, sometimes hereinafter referred to as "General Manager" or “Mr. Thompson”; collectively referred to herein as (“the Parties”) RECITALS WHEREAS, OC San desires to continue to employ Robert C. Thompson, as General Manager of OC San, pursuant to the terms and conditions as set forth in this Agreement; and WHEREAS, Mr. Thompson, by virtue of his education, training and experience, is fully qualified to fill the position of General Manager and desires to serve OC San as its General Manager, pursuant to the terms and conditions of this Agreement; and WHEREAS, per Resolution No. OC SAN 25-__ adopted on August 27, 2025, OC San’s Board of Directors has approved and authorized the Board Chair to execute this Agreement to include a base building salary increase of 4.5% of his current salary and adjustments to benefits commensurate with those provided for other members of OC San’s executive management team. 2 WHEREAS, at the beginning of negotiations of a new Agreement, the parties agreed that any salary changes agreed to would take effect retroactively to the first pay period of July 2025, which is the first pay period in the current fiscal year. NOW, THEREFORE, the Parties hereto agree as follows: Section 1: OC San hereby continues to employ Mr. Thompson to serve as General Manager of the Orange County Sanitation District, continuing on the effective date hereof, and continuing until termination by either Party, as provided in this Agreement. In that capacity, Mr. Thompson agrees to perform the functions and duties of General Manager, the administrative head of OC San, as prescribed by the laws of the State of California, and by the rules, regulations, decisions, and directions of the Board of Directors of OC San (hereinafter referred to as "Board"). The General Manager's duties may involve expenditures of time in excess of the regularly established workday or in excess of a forty-hour work week and may also include time outside normal office hours (including attendance at Board and Committee meetings). General Manager is classified as an exempt employee under applicable California and federal wage and hour laws and shall not be entitled to any additional compensation for hours worked in excess of forty in a work week. Section 2: Mr. Thompson shall be employed in an "at-will" capacity serving at the sole pleasure of the Board. This means that either party to this Agreement may terminate the Agreement at any time for any reason with or without cause, and without hearing, upon 30 days' notice to the other party. Mr. Thompson is advised and acknowledges that he has none of the termination rights of a Regular employee of OC San. Except as expressly provided herein, and as a condition of employment, Mr. Thompson knowingly, willingly and voluntarily gives up, waives, and disclaims any and all rights he may have, express or implied, to any notice and/or hearing before or after termination, and/or to any continued employment with OC San after termination. As an "at-will" employee, Mr. Thompson understands that he may be subject to termination with or without cause at the sole discretion of the Board, notwithstanding that the other provisions of OC San’s Personnel Policies and Procedures Manual (hereinafter referred to as "Manual") apply to Mr. Thompson. If OC San terminates employment without cause, Mr. Thompson shall be given a thirty (30) day Notice of Termination and severance pay in an amount equal to six (6) months of his then current annual base salary upon Mr. Thompson’s execution of a valid written release of legal claims and expiration of any legally required revocation period. 3 If OC San terminates this Agreement (thereby terminating Mr. Thompson’s employment) without cause, and Mr. Thompson executes a valid written release of legal claims, the severance pay is considered a cash settlement related to the termination of Mr. Thompson and waiver of legal claims and shall be fully reimbursed to OC San by Mr. Thompson if Mr. Thompson is convicted of a crime involving an abuse of his office or position. Abuse of office or position shall have the meaning set forth in Government Code 53243.4, as may be amended, of either (1) an abuse of public authority, including, but not limited to, waste, fraud and violation of the law under color of authority, or (2) a crime against public justice, including, but, not limited to, a crime described in Title 7 (commencing with Section 92 of Part 1 of the Penal Code). Mr. Thompson shall reimburse such severance pay to OC San no later than six (6) months after such conviction. If Mr. Thompson terminates his employment with 30 days' notice, the Board shall have the right to accept his resignation effective the date notice is given. Such decision to accept his resignation earlier shall not be considered a termination without cause and shall not entitle Mr. Thompson to receive the severance pay noted above. Section 3: The term of this Agreement shall commence on the effective date above and continue for an indefinite duration, until terminated by either Party pursuant to Section 2 above, or unless terminated or amended as provided herein. Section 4: As compensation for the services to be performed hereunder, upon the effective date of this Agreement, OC San agrees to pay General Manager an annual base salary for services rendered of four hundred and two thousand, five hundred sixty three dollars and twenty cents ($402,563.20), subject to all applicable deductions and withholdings of any and all sums required by then current state, federal or local law, along with deductions of applicable sums the General Manager is obligated to pay because of participation in plans and programs described in this Agreement, and paid biweekly in accordance with OC San’s established accounting and payroll practices at the same time and in the same manner as other employees of OC San. No increase in salary may exceed the compensation permitted by the applicable salary range for the classification established by duly adopted Resolution of the Board. Section 5: For the period of this Agreement, OC San shall provide Mr. Thompson with a fixed benefit package that includes the following:  Personal Leave – accrued based on years of service for all paid hours, including hours actually worked and hours in a paid-leave payroll status, on a biweekly basis in accordance with the Manual. Personal leave accruals shall not exceed 4 four hundred forty (440) hours as of December 31 of each year. Any hours in excess of said limit, will be paid to Mr. Thompson in January in an amount equal to the hourly rate of compensation.  Administrative Leave – 60 hours per fiscal year, granted and not eligible for annual cash out.  Investment Incentive Salary (llS) – 6% of base salary applied on a biweekly fiscal year basis, and a flat amount of one thousand two hundred fifty dollars ($1,250) annually.  Deferred Compensation – OC San-paid annual allocation of $12,000 allocated on a semimonthly calendar year basis.  Car Allowance – OC San-paid annual allocation of $8,400 issued on a semimonthly basis.  Extended Trip Mileage Reimbursement – Mileage reimbursement for business-related trips in excess of seventy five (75) miles one-way driven in Thompson’s personal vehicle.  Medical Allowance – OC San-paid annual allocation of six thousand dollars ($6,000), with any funds not used toward employee portions of insurance premiums to be returned to the employee in a mutually agreeable manner (such as flexible spending account contributions or cash payment). Mr. Thompson’s benefit package also shall include benefits consistent with the Manual for: holiday pay; medical, dental, vision and life insurance at three times base salary; long-term and short-term disability insurance; and employee assistance program. Additionally, Mr. Thompson’s benefit package shall include executive disability insurance benefits, consistent with those provided to OC San managers. These benefits shall remain in full force and effect unless and until replaced by an amendment to this Agreement, signed by Mr. Thompson and approved by the Board, which amendment shall include the effective date thereof. Section 6: OC San’s Steering Committee shall meet with General Manager in August of each year during the term of this Agreement to review and evaluate his performance over the prior year. The Steering Committee shall make its recommendation(s) to the Board concerning adjustment to the compensation and/or benefits paid or provided to General Manager, to be effective in July of the year of review. After consideration of the recommendation(s) of the Steering Committee, the Board shall determine and approve the compensation, including benefits, payable to General Manager, which generally becomes effective July of the fiscal year of the review. Failure of OC San to review and evaluate the performance of the General Manager pursuant to this section 5 shall not affect the right of OC San to terminate the General Manager's employment and shall not be considered a breach of this Agreement. Section 7: Mr. Thompson shall be a Participant Member in the Orange County Employees Retirement System ("OCERS"). OC San shall pay the required employer's contribution of Mr. Thompson’s required employee contribution rate for membership in OCERS pension Plan H which includes full payment of Employer Paid Member Contribution (“EPMC”). Section 8: OC San shall reimburse General Manager for all expenses paid by him and incurred for non-personal, job-related OC San business that are reasonably necessary to the General Manager's service to OC San and are not specifically provided for herein. OC San agrees to either pay such expenses in advance or to reimburse the expenses, so long as the expenses are incurred and submitted according to the criteria established by OC San’s budget and/or normal expense reimbursement procedures pursuant to applicable policy Resolutions. To be eligible for reimbursement, all expenses must be supported by documentation meeting OC San’s policies and requirements and must be submitted within time limits established by OC San. Such reimbursement shall not be considered a benefit. Section 9: During the period of this Agreement, it is agreed that General Manager shall devote his fulltime, skills, labor and attention to said employment. At no time may General Manager undertake outside activities consisting of consultant work, speaking engagements, writing, lecturing, or other similar professional activities for money or other consideration without prior approval of OC San’s Steering Committee. However, the expenditure of reasonable amount of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities do not conflict or materially interfere with the services required under this Agreement and shall not require the prior written consent of the Steering Committee. This Agreement shall not be interpreted to prohibit General Manager from making passive personal investments or conducting private business affairs, provided those activities are not deemed to be a conflict of interest by state law nor do they conflict or materially interfere with the services required under this Agreement. Nothing in this At-Will Employment Agreement shall be construed to prevent General Manager from engaging in lawful conduct outside of working hours that does not materially interfere with General Manager’s employment. Section 10: The Board has the sole discretion to determine whether OC San shall pay General Manager pending an investigation into any alleged misconduct by General Manager. In the event that OC San’s Board determines, in its sole discretion, that it is in the best interest of OC San 6 for General Manager to be placed on paid administrative leave pending such an investigation, General Manager shall fully reimburse any salary provided for that purpose if the misconduct for which the General Manager was under investigation results in the General Manager being convicted of a crime involving an abuse of his office or position as defined in Section 2 of this Agreement. General Manager shall reimburse such salary to OC San no later than six months after such conviction. Section 11: In the event that OC San provides funds for the legal criminal defense of General Manager, General Manager shall fully reimburse said funds to OC San if the General Manager is convicted of a crime involving an abuse of his/her office or position as defined in Section 2 of this Agreement. General Manager shall reimburse such criminal legal defense fees to OC San no later than six months after such conviction. Section 12: Other employment benefits for General Manager not specifically provided for in this At-Will Employment Agreement are set out in the Manual. Section 13: This Agreement supersedes any and all other prior agreements, either oral or in writing, between the Parties hereto with respect to the employment of Mr. Thompson by OC San and contains all of the covenants and agreements between the Parties with respect to that employment in any manner whatsoever. Each Party to this Agreement acknowledges that no representation, inducement, promise, or agreement, orally or otherwise, has been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement or Employment shall be valid or binding on either Party. Section 14: Any notices to be given hereunder by either Party to the other shall be in writing and may be transmitted by personal delivery, or by mail, registered or certified, postage prepaid, with return receipt requested. Mailed notices shall be addressed to the Parties at the addresses maintained in the personnel records of OC San, but each Party may change that address by written notice in accordance with this Section. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of mailing. Section 15: Any modifications of this Agreement will be effective only if set forth in writing and signed by the Parties. 7 Section 16: The failure of either Party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other Party, shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. Section 17: If any term or other provision of this At-Will Employment Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. Section 18: This Agreement shall be governed by and construed in accordance with the laws of the State of California and all applicable ordinances, policies and resolutions. Section 19: General Manager acknowledges that he has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement. General Manager acknowledges that he has made an independent judgment upon the financial and legal effects of the Agreement and has not relied upon representation of OC San, its elected or appointed officers and officials, agents or employees other than those expressly set forth in this Agreement. General Manager acknowledges that he has been advised to obtain, and has availed himself of, legal advice with respect to the terms and provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this At-Will Employment Agreement as follows. GENERAL MANAGER By:___________________________ Robert C. Thompson Date:__________________________ 8 VICE CHAIRMAN, BOARD OF DIRECTORS By:_____________________________ Jon Dumitru Date:____________________________ APPROVED AS TO FORM: By:___________________________________ Scott C. Smith General Counsel Date:_______________________________ STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4440 Agenda Date:8/27/2025 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) RECOMMENDATION: Convene in Closed Session: Number of Cases: 2 A. Ddaze Phuong,Workers’ Compensation Claim, Workers Compensation Appeals Board, Case Nos. ADJ16015389 and ADJ18947693; and B. James Cabral, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case Nos. ADJ20490382 and ADJ20620306. 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 8/20/2025Page 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: August 27, 2025 Re: Closed Session Items The Steering Committee will hold a closed session on August 27, 2025, for the purpose of conferring with its legal counsel regarding existing litigation to which the Orange County Sanitation District is a party. The titles of the matters are Ddaze Phuong, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case Nos. ADJ16015389 and ADJ18947693 and James Cabral, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case Nos. ADJ20490382 and ADJ20620306. 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 Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4439 Agenda Date:8/27/2025 Agenda Item No:CS-2 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH REAL PROPERTY NEGOTIATORS - GOVERNMENT CODE SECTION 54956.8 RECOMMENDATION: Convene in Closed Session: A.Property: 10700 Spencer Street, Fountain Valley, CA - APN No.156-154-07 and 156-163-16. Agency negotiators: General Manager Rob Thompson; Assistant General Manager Lorenzo Tyner; and Director of Finance Wally Ritchie. Negotiating parties: Shabtai Itzhak Tr Ins Tr Under negotiation: Price and Terms of payment B.Property: 18250 Euclid Street, Fountain Valley, CA - APN No.156-171-41. Agency negotiators: General Manager Rob Thompson; Assistant General Manager Lorenzo Tyner; and Director of Finance Wally Ritchie. Negotiating parties: Rexford Industrial Realty LP Under negotiation: Price and Terms of payment 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. Orange County Sanitation District Printed on 8/20/2025Page 1 of 2 powered by Legistar™ File #:2025-4439 Agenda Date:8/27/2025 Agenda Item No:CS-2 RELEVANT STANDARDS ·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: ·Memorandum from General Counsel Orange County Sanitation District Printed on 8/20/2025Page 2 of 2 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: August 27, 2025 Re: Closed Session Items The Steering Committee will hold a closed session on August 27, 2025, for the purpose of holding a conference with its real property negotiators regarding the price and terms of payment for the potential acquisition of real property located at 10700 Spencer Street in Fountain Valley and 18250 Euclid Street in Fountain Valley. The closed session will be held pursuant to the authority of California Government Code section 54956.8. Respectfully submitted, SCOTT C. SMITH STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4424 Agenda Date:8/27/2025 Agenda Item No:CS-3 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(4) RECOMMENDATION: Convene in Closed Session: Number of Potential Cases: 1. 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 8/20/2025Page 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: August 27, 2025 Re: Closed Session Items The Steering Committee will hold a closed session on August 27, 2025, for the purpose of conferring with its legal counsel regarding potential litigation. Based on existing facts and circumstances, 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.