HomeMy WebLinkAbout10-22-2025 Steering Committee Complete Agenda Packet
SPECIAL NOTICE
PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS
Steering Committee Meeting
Wednesday, October 22, 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: 201 214 661#
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!
October 15, 2025 NOTICE OF REGULAR MEETING
STEERING COMMITTEE ORANGE COUNTY SANITATION DISTRICT
Wednesday, October 22, 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, October 22, 2025 at 5:00 p.m.
STEERING COMMITTEE & BOARD MEETING DATES
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
September 23, 2026
October 28, 2026
* Meeting will be held on the third Wednesday of the month
ROLL CALL STEERING COMMITTEE
Meeting Date: October 22, 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 10/1/2025 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 VACANT 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, October 22, 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, October 22, 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.
1.2025-4535APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Steering Committee held September
24, 2025.
Originator:Kelly Lore
Agenda Report
09-24-2025 Steering Committee Meeting Minutes
Attachments:
NON-CONSENT:
2.2025-4180TRICKING FILTER MEDIA REPLACEMENT AT PLANT NO. 1,
PROJECT NO. P1-142
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Trickling Filter Media
Replacement at Plant No. 1, Project No. P1-142;
B. Award a Construction Contract Agreement to GSE Construction Company, Inc.
for Trickling Filter Media Replacement at Plant No. 1, Project No. P1-142, for a
Page 1 of 4
STEERING COMMITTEE Regular Meeting Agenda Wednesday, October 22, 2025
total amount not to exceed $21,565,292; and
C. Approve a contingency of $2,156,529 (10%).
Originator:Mike Dorman
Agenda Report
P1-142 Construction Contract Agreement
Presentation
Attachments:
3.2025-4543PROPERTY ACQUISITION FOR 18250 EUCLID STREET, FOUNTAIN
VALLEY, CA
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Standard Offer, Agreement, and Escrow Instructions for Purchase of
Real Estate (Purchase Agreement) with Rexford Industrial Realty L.P. for
Property at 18250 Euclid Street, Fountain Valley, APN No. 156-171-4, in a form
approved by General Counsel, for $26,710,000; and
B. Authorize the General Manager and General Counsel to execute the following:
1. Preliminary Title Report Consistent with the Standard Offer, Agreement, and
Escrow Instructions;
2. Title Approval Letter;
3. Deeds and other evidence of title to the parcels of property that are the
subject of the Purchase Agreement;
4. Preliminary Change of Ownership Report;
5. Acceptance of the Grant Deed to certain real property from Rexford
Industrial Realty, L.P;
6. Approved Estimated Closing costs;
7. Seller’s Mandatory Disclosure Statement acknowledging receipt of this
document;
8. Property Information Sheet acknowledging receipt of this document;
9. Natural Hazard Disclosure Report acknowledging receipt of this document;
and
10. Any and all other instruments related to the transaction.
Originator:Lorenzo Tyner
Agenda Report
Letter of Intent - 18250 Euclid Street
Attachments:
INFORMATION ITEMS:
None.
Page 2 of 4
STEERING COMMITTEE Regular Meeting Agenda Wednesday, October 22, 2025
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the
Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,
pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9,
54957 or 54957.6, as noted.
Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c)
employment actions or negotiations with employee representatives; or which are exempt from public disclosure
under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are
not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes
will reflect all required disclosures of information.
CONVENE IN CLOSED SESSION.
CS-1 2025-4555CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION -
GOVERNMENT CODE SECTION 54956.9(d)(1)
RECOMMENDATION: Convene in Closed Session:
Number of Cases: 1
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.
Agenda Report
Steering CS Memo re Existing Litigation-Oberly 10-22-25
Attachments:
CS-2 2025-4564CONFERENCE WITH REAL PROPERTY NEGOTIATORS -
GOVERNMENT CODE SECTION 54956.8
RECOMMENDATION: Convene in Closed Session:
Property: 18250 Euclid Street, Fountain Valley, CA - APN No.156-171-41.
Agency negotiators: General Manager Robert 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 10-22-25
Attachments:
RECONVENE IN REGULAR SESSION.
Page 3 of 4
STEERING COMMITTEE Regular Meeting Agenda Wednesday, October 22, 2025
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 November 19,
2025 at 5:00 p.m.
AFFIDAVIT OF PUBLICATION:
I hereby certify under penalty of perjury and as required by the State of California, Government Code §
54954.2(a), that the foregoing Agenda was posted online at www.ocsan.gov, in the lobby, and outside the main
door of Orange County Sanitation District Headquarters at 18480 Bandilier Cir. Fountain Valley, CA 92708 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.
/s/ Kelly A. Lore, MMC
Clerk of the Board
October 15, 2025
Page 4 of 4
STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4535 Agenda Date:10/22/2025 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 September 24, 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:
·September 24, 2025 Steering Committee meeting minutes
Orange County Sanitation District Printed on 10/13/2025Page 1 of 1
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Orange County Sanitation District
Minutes for the
STEERING COMMITTEE
Wednesday, September 24, 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, September 24, 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, Chad
Wanke and John Withers
ABSENT:Glenn Grandis
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of
Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of
Environmental Services; Kelly Lore, Clerk of the Board; Morty Caparas; Jackie Castro; Sam
Choi; Daisy Covarrubias; Raul Cuellar; Don Cutler; Thys DeVries; Martin Dix; Justin Fenton;
Dickie Fernandez; David Haug; Mark Kawamoto; Tom Meregillano; Rob Michaels; Cindy
Murra; Becky Polcyn; Valerie Ratto; Sammady Yi; Thomas Vu; Kevin Work; and Ruth Zintzun
were present in the Huntington Beach Room.
OTHERS PRESENT: Scott Smith, General Counsel, and Kevin Burton, Irvine Ranch Water
District, were present in the Huntington Beach Room.
REQUEST TO ADD URGENT ITEM TO THE AGENDA:
The Clerk of the Board announced that a request to add an urgent item to the agenda had
been received. A statement of facts and the proposed agenda report were provided in hard
copy to the Steering Committee members and were made available to the public on our
website.
Chair Gallagher asked for a motion to make the following determinations: 1) That there is an
immediate need to take action; and 2) that the need arose after the posting of the agenda. It
was moved, seconded and unanimously approved to add the item to the agenda.
AYES: Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, and John Withers
ABSENT: Glenn Grandis and Chad Wanke
Page 1 of 6
STEERING COMMITTEE Minutes September 24, 2025
Chair Gallagher directed the Clerk of the Board to add the item to the Agenda as
Non-Consent Item No. 5.
PUBLIC COMMENTS:
None.
REPORTS:
Chair Gallagher and General Manager Rob Thompson did not provide reports.
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2025-4484
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Steering Committee held August 27,
2025.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
NON-CONSENT:
2.BAY BRIDGE PUMP STATION AND FORCE MAINS REPLACEMENT,
PROJECT NO. 5-67
2025-4455
Originator: Mike Dorman
Director of Engineering Mike Dorman provided an overview of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Page 2 of 6
STEERING COMMITTEE Minutes September 24, 2025
A. Consider, approve, and adopt Addendum No. 2 to the Environmental Impact
Report for the Bay Bridge Pump Station and Force Mains Replacement Project
No. 5-67; and
B. Adopt Resolution No. OC SAN 25-18 titled, “A Resolution of the Board of
Directors of the Orange County Sanitation District Approving and Adopting
Addendum No. 2 to the Environmental Impact Report for the Bay Bridge Pump
Station and Force Mains Replacement Project (Project No. 5-67) Pursuant to the
California Environmental Quality Act”.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
Director Chad Wanke arrived at the meeting at 5:05 p.m.
3.IRWD/OC SAN AGREEMENT DEAL POINTS 2025-4474
Originator: Mike Dorman
Mr. Thompson provided a brief report of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Authorize the preparation of two new agreements and a resolution to streamline
operations, better align billing with services provided, and maximize the use of existing
infrastructure in Orange County as follows:
1. Agreement No. 1 between Orange County Sanitation District (OC San) and
Irvine Ranch Water District (IRWD) will realign boundaries and payment
structures with current service provisions. This agreement will consolidate many
prior agreements that were created as development occurred.
2. Agreement No. 2 between OC San, IRWD, and Orange County Water District
(OCWD) will replace the current Green Acres Project (GAP) Agreement which
expires in January 2027.
3. An OC San Board of Directors resolution will support the Orange County Local
Agency Formation Commission (OC LAFCO) process to annex the former Los
Alisos Water District (LAWD) area into OC San’s service area.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad
Wanke and John Withers
NOES:None
Page 3 of 6
STEERING COMMITTEE Minutes September 24, 2025
ABSENT:Glenn Grandis
ABSTENTIONS:None
4.SIDE LETTER TO THE MEMORANDUM OF UNDERSTANDING FOR
THE INTERNATIONAL UNION OF OPERATING ENGINEERS - LOCAL
501
2025-4512
Originator: Laura Maravilla
Director of Human Resources Laura Maravilla provided a brief update to the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Authorize the execution of a Side Letter Modifying Article 19 - Standby Pay of the
current Memorandum of Understanding between Orange County Sanitation District and
the International Union of Operating Engineers Local 501 retroactive to the first pay
period of July 2025.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad
Wanke and John Withers
NOES:None
ABSENT:Glenn Grandis
ABSTENTIONS:None
5.URGENT ITEM - NEWHOPE-PLACENTIA SEWER MANHOLE
REPLACEMENTS, PROJECT NO. FE21-08
2025-4530
Originator: Mike Dorman
Mr. Dorman provided a brief report of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a contingency increase of $1,000,556 to the existing Construction Contract
Agreement to Sancon Technologies, Inc., for Newhope-Placentia Sewer Manhole
Replacements, Project No. FE21-08, for a new total contingency of $1,081,902 (266%)
due to a time sensitive finding.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad
Wanke and John Withers
NOES:None
ABSENT:Glenn Grandis
ABSTENTIONS:None
INFORMATION ITEMS:
None.
Page 4 of 6
STEERING COMMITTEE Minutes September 24, 2025
DEPARTMENT HEAD REPORTS:
None.
CLOSED SESSION:
The Committee did not convene in Closed Session. The item was pulled from consideration.
CS-1 CONFERENCE WITH REAL PROPERTY NEGOTIATORS -
GOVERNMENT CODE SECTION 54956.8
2025-4501
DID NOT 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
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
Page 5 of 6
STEERING COMMITTEE Minutes September 24, 2025
ADJOURNMENT:
Chair Gallagher declared the meeting adjourned at 5:35 p.m. to the next Regular Steering
Committee meeting to be held on Wednesday, October 22, 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 #:2025-4180 Agenda Date:10/22/2025 Agenda Item No:2.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
TRICKING FILTER MEDIA REPLACEMENT AT PLANT NO. 1, PROJECT NO. P1-142
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Trickling Filter Media Replacement at
Plant No. 1, Project No. P1-142;
B. Award a Construction Contract Agreement to GSE Construction Company, Inc. for Trickling
Filter Media Replacement at Plant No. 1, Project No. P1-142, for a total amount not to exceed
$21,565,292; and
C. Approve a contingency of $2,156,529 (10%).
BACKGROUND
Trickling Filter Nos.1 and 2 at Plant No.1 are part of Orange County Sanitation District’s (OC San’s)
secondary treatment processes.This stage of the treatment uses naturally occurring
microorganisms to break down and remove most of the organic material remaining in the wastewater
after solids have been removed in primary treatment.These two filters were originally built in 2006
by Project No. P1-76, Trickling Filter Rehabilitation and New Clarifiers Plant No. 1.
Each trickling filter is a large circular structure that stands 30 feet tall and measures 166 feet in
diameter.Inside,they contain over 800,000 cubic feet of specially designed plastic media.The
media creates a large surface area that supports the growth of beneficial microorganisms.As
wastewater flows over a 20-foot-tall bed of this honeycombed media,these microorganisms grow on
the surface and feed on the organic pollutants,helping to clean the water.On average,each of the
trickling filters treat about 10 million gallons of wastewater per day,with the ability to handle
approximately 30 million gallons a day during peak wet weather conditions.
RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8,award construction contract to
lowest responsive, responsible bidder
·Ensure the public’s money is wisely spent
Orange County Sanitation District Printed on 10/14/2025Page 1 of 3
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File #:2025-4180 Agenda Date:10/22/2025 Agenda Item No:2.
·Sound engineering and accounting practices, complying with local, state, and federal laws
·Operate and maintain facilities to minimize impacts on surrounding communities,including
odor, noise and lighting
PROBLEM
The trickling filter media has a life expectancy of 20-25 years.The media is nearly 20 years old and
is showing signs that it is reaching the end of its useful life through reduction in removal efficiency
and increased odor.Recent inspections performed inside of the vessels have identified areas where
the protective liners have failed and need repair.Additionally,new drainage grating below the media
is required to improve ventilation and water flow through the trickling filters.
PROPOSED SOLUTION
Award a Construction Contract Agreement to replace the trickling filter media,repair any damaged
sections of the protective liners inside the trickling filters, and install new drainage grating.
TIMING CONCERNS
A future capital project will be rehabilitating Activated Sludge Facilities No.1,another portion of the
secondary treatment process at Plant No.1.Work on the activated sludge facility cannot occur at the
same time the trickling filters are offline for media replacement due to treatment capacity.Delaying
this project could delay the start of the future project.
RAMIFICATIONS OF NOT TAKING ACTION
If the media remains in place beyond its expected service life,treatment performance will continue to
decline,and odors are likely to persist or worsen.This could lead to potential operational challenges
in meeting treatment goals and increased community complaints.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
OC San advertised Project No.P1-142 for bids on June 17,2025,and six sealed bids were received
on July 29, 2025. A summary of the bid opening follows:
Engineer’s Estimate $ 30,200,000
Bidder Amount of Bid
Innovative Construction Solutions $ 19,972,000
Shimmick Construction Company, Inc.$ 20,019,620
GSE Construction Company, Inc.$ 21,565,292
Garney Pacific, Inc.$ 22,949,801
Steve P. Rados $ 24,840,000
Olsson Construction, Inc.$ 27,582,689Orange County Sanitation District Printed on 10/14/2025Page 2 of 3
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File #:2025-4180 Agenda Date:10/22/2025 Agenda Item No:2.
Engineer’s Estimate $ 30,200,000BidderAmount of BidInnovative Construction Solutions $ 19,972,000
Shimmick Construction Company, Inc.$ 20,019,620
GSE Construction Company, Inc.$ 21,565,292
Garney Pacific, Inc.$ 22,949,801
Steve P. Rados $ 24,840,000
Olsson Construction, Inc.$ 27,582,689
The bids were evaluated in accordance with the OC San’s policies and procedures.A notice was
sent to all bidders on October 2,2025,informing them of the intent of OC San staff to recommend
award of the Construction Contract Agreement to GSE Construction Company,Inc.Both Innovative
Construction Solutions and Shimmick Construction Company,Inc.were found to be non-responsive
to the minimum solicitation requirements.
Staff recommends awarding a Construction Contract Agreement to the lowest responsive and
responsible bidder, GSE Construction Company, Inc., for a total amount not to exceed $21,565,292.
CEQA
The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California
Code of Regulations section 15301.A Notice of Exemption will be filed with the OC Clerk-Recorder
and State Clearinghouse after the OC San Board of Directors approval of the Construction Contract
Agreement.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update FY 2025-26,Page A-6,Trickling Filter Media Replacement at Plant
No. 1, Project No. P1-142), and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Construction Contract Agreement
·Presentation
OP:lb
Orange County Sanitation District Printed on 10/14/2025Page 3 of 3
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C-CA-030525
PART A
CONTRACT AGREEMENT
C-CA-030525
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION – 1 GENERAL ............................................................................... 1
SECTION – 2 MATERIALS AND LABOR ...................................................... 4
SECTION – 3 PROJECT ................................................................................ 4
SECTION – 4 PLANS AND SPECIFICATIONS ............................................. 5
SECTION – 5 TIME OF COMMENCEMENT AND COMPLETION ................ 5
SECTION – 6 TIME IS OF THE ESSENCE ................................................... 5
SECTION – 7 EXCUSABLE DELAYS ............................................................ 6
SECTION – 8 EXTRA WORK ........................................................................ 6
SECTION – 9 CHANGES IN PROJECT ........................................................ 7
SECTION – 10 LIQUIDATED DAMAGES FOR DELAY ................................... 7
SECTION – 11 CONTRACT PRICE AND METHOD OF PAYMENT ............... 7
SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS .............................................................................. 9
SECTION – 13 COMPLETION ......................................................................... 9
SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION ............. 10
SECTION – 15 SURETY BONDS .................................................................. 12
SECTION – 16 INSURANCE ......................................................................... 12
SECTION – 17 RISK AND INDEMNIFICATION ............................................. 21
SECTION – 18 TERMINATION ...................................................................... 21
SECTION – 19 WARRANTY .......................................................................... 21
SECTION – 20 ASSIGNMENT ....................................................................... 22
SECTION – 21 RESOLUTION OF DISPUTES .............................................. 22
SECTION – 22 SAFETY & HEALTH .............................................................. 23
SECTION – 23 CALIFORNIA VOLUNTARY PROTECTION PROGRAM
ANNUAL REPORTING REQUIREMENT .............................. 23
SECTION – 24 HUMAN RESOURCES POLICIES ........................................ 23
SECTION – 25 NOTICES .............................................................................. 24
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 1 of 25
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. P1-142
TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1
This CONTRACT AGREEMENT (Contract Agreement) is made and entered into, to be
effective, this October 22, 2025, by and between GSE Construction Company, Inc., hereinafter
referred to as “CONTRACTOR” and the Orange County Sanitation District, hereinafter referred
to as “OC SAN”.
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OC SAN and CONTRACTOR agree as follows:
SECTION – 1 GENERAL
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR’s investigation of all such matters and is in no way relying upon
any opinions or representations of OC SAN. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
“Contract Documents” refers to those documents identified in the definition of “Contract
Documents” in the General Conditions, “Definitions”.
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 2 of 25
1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements – the last in time being the first in precedence
b. Addenda issued prior to the date for submittal of Bids – the last in time being the
first in precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report (GBR), if attached as a Contract Document
i. Plans and Specifications – in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
iii. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR’s Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
directed. Full-size details shall take precedence over scale Drawings as to
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 3 of 25
shape and details of construction. Specifications shall govern as to material
and workmanship.
b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well-known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
c. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR’s attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OC SAN’s
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR’s own risk and expense. The
decision of the ENGINEER shall be final.
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 4 of 25
In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions,
“Definitions”. Additional terms may be defined in the Special Provisions.
SECTION – 2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR’S own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OC SAN, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OC SAN may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OC SAN may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OC SAN receives a stop payment notice from
any laborer or material supplier alleging non-payment by CONTRACTOR, OC SAN shall be
entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited
to administrative and legal fees.
SECTION – 3 PROJECT
The Project is described as:
PROJECT NO. P1-142
TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 5 of 25
SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. P1-142
TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1
Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION – 5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth
in the “Notice to Proceed” sent by OC SAN, unless otherwise specified therein and shall
diligently prosecute the Work to completion within eight hundred forty-two (842) calendar days
from the date of the “Notice to Proceed” issued by OC SAN, excluding delays caused or
authorized by OC SAN as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in
the General Conditions. The time for completion includes fifteen (15) calendar days determined
by OC SAN likely to be inclement weather when CONTRACTOR will be unable to work.
In addition, CONTRACTOR shall accomplish such milestones within the periods of performance
set forth in Appendix A of the Special Provisions entitled “Work Completion Schedule.”
SECTION – 6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR’s Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OC SAN, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OC SAN shall have the right to assert complete control of the premises on
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 6 of 25
which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the work of subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION – 7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, “Extension of Time for Delay”, and the
General Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract
Work”. Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, “Extension of Time for Delay” and
“Contract Price Adjustments and Payments”, and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract Work”.
OC SAN’s decision will be conclusive on all parties to this Contract.
SECTION – 8 EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OC SAN specifying the exact nature of the Extra Work and the amount of
extra compensation to be paid all as more particularly set forth in Section 9 hereof and the
General Conditions, “Request for Change (Changes at CONTRACTOR’s Request)”, “OWNER
Initiated Changes”, and “Contract Price Adjustments and Payments”.
In the event a Change Order is issued by OC SAN pursuant to the Contract Documents, OC
SAN shall extend the time fixed in Section 5 for completion of the Project by the number of
days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined
by OC SAN’s ENGINEER. The decision of the ENGINEER shall be final.
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 7 of 25
SECTION – 9 CHANGES IN PROJECT
OC SAN may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Document, including but not limited to
changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OC SAN-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, “Request for Change (Changes at CONTRACTOR’s Request)” and “OWNER
Initiated Changes”.
SECTION – 10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
“Liquidated Damages and Incentives.”
SECTION – 11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OC SAN agrees to pay and the CONTRACTOR agrees to accept as full consideration for
the faithful performance of this Contract, subject to any additions or deductions as
provided in approved Change Orders, the sum of Twenty-One Million Five Hundred Sixty-
Five Thousand Two Hundred Ninety-Two Dollars ($21,565,292) as itemized on the
attached Exhibit A.
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 8 of 25
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements, and General Conditions (including but
not limited to Sections entitled “Mobilization Payment Requirements” and “Payment
Itemized Breakdown of Contract Lump Sum Prices”), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OC SAN shall issue at
the commencement of the job a schedule which shows:
1. A minimum of one payment to be made to the CONTRACTOR for each successive
four (4) week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract. Payment
applications shall also be accompanied with all documentation, records, and releases as
required by the Contract; Exhibit A, Schedule of Prices; and General Conditions, “Payment
for Work – General”. The Total amount of Progress Payments shall not exceed the actual
value of the Work completed as certified by OC SAN’s ENGINEER. The processing of
payments shall not be considered as an acceptance of any part of the Work.
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 9 of 25
B. As used in this Section, the following defined terms shall have the following meanings:
1. “Net Progress Payment” means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. “Progress Payment” means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OC SAN;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OC SAN since the
commencement of the Work as determined by OC SAN;
c. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
3. “Retention Amount” for each Progress Payment means the percentage of each
Progress Payment to be retained by OC SAN to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be determined
as provided in the General Conditions, “Retained Funds; Substitution of Securities.”
SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions, “Retained Funds; Substitution
of Securities.”
SECTION – 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, “Final Acceptance and Final Completion”, “Final Payment”; and Exhibit A,
Schedule of Prices.
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 10 of 25
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OC SAN shall proceed with the Final Acceptance as specified in General
Conditions.
SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION
A. General Prevailing Rate:
OC SAN has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Office of the ENGINEER of OC SAN. The CONTRACTOR
agrees that not less than said prevailing rates shall be paid to workers employed on this
public works Contract as required by Labor Code Section 1774 of the State of California.
Per California Labor Code 1773.2, OC SAN will have on file copies of the prevailing rate of
per diem wages at its principal office and at each job site, which shall be made available to
any interested party upon request.
B. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OC SAN, forfeit Two Hundred Dollars ($200.00) for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
C. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding
the employment of apprentices are applicable to this Contract and the CONTRACTOR
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 11 of 25
shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00)
or more.
D. Workday:
In the performance of this Contract, not more than eight (8) hours shall constitute a day’s
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by him hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the
Labor Code of the State of California and shall forfeit to OC SAN as a penalty, the sum of
Twenty-five Dollars ($25.00) for each worker employed in the execution of this Contract by
CONTRACTOR or any Subcontractor for each calendar day during which any worker is
required or permitted to labor more than eight (8) hours in any one calendar day and forty
(40) hours in any one week in violation of said Article. CONTRACTOR shall keep an
accurate record showing the name and actual hours worked each calendar day and each
calendar week by each worker employed by CONTRACTOR in connection with the
Project.
E. Registration; Record of Wages; Inspection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 12 of 25
SECTION – 15 SURETY BONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OC SAN’s General Counsel – one in the amount of one hundred percent (100%) of
the Contract amount, to guarantee the faithful performance of the Work, and the other in the
amount of one hundred percent (100%) of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds
are supplied to and approved by OC SAN. Bonds must be issued by a Surety authorized by the
State Insurance Commissioner to do business in California. The Performance Bond shall
remain in full force and effect through the warranty period, as specified in Section 19 below. All
Bonds required to be submitted relating to this Contract must comply with California Code of
Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety
insurer under penalty of perjury, or the fact of execution of each Bond shall be duly
acknowledged before an officer authorized to take and certify acknowledgments, and either one
of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION – 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 13 of 25
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OC SAN, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OC SAN pursuant to the provisions of the General
Conditions, “Final Acceptance and Final Completion”. Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OC SAN by
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
“Request for Change (Changes at CONTRACTOR’s Request)” and/or “OWNER Initiated
Changes”, the following insurance in amounts not less than the amounts specified. OC SAN
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR’s risk at any time during the course of the Project. No vehicles may enter
OC SAN premises/worksite without possessing the required insurance coverage.
CONTRACTOR’s insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the “Third
Parties”). The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 14 of 25
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
the Third Parties’ insurance requirements and those set forth by OC SAN herein, the
requirement(s) providing the more protective coverage for both OC SAN and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
If CONTRACTOR maintains higher limits than the minimums shown in this Section, OC SAN
requires and shall be entitled to coverage for the higher limits maintained by the
CONTRACTOR.
Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation
because of deductible clauses, inadequacy of limits of any insurance policy, limitations or
exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or
employees, and any other contractor or subcontractor performing Work or rendering services on
behalf of OC SAN in connection with the planning, development and construction of the Project.
In all its insurance coverages (except for Professional Liability/Errors and Omissions coverages,
if applicable) related to the Work, CONTRACTOR shall include clauses providing that each
insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their
officers, agents, or employees, or any other contractor or subcontractor performing Work or
rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar
written express waivers and insurance clauses from each of its Subcontractors of every tier. A
waiver of subrogation shall be effective as to any individual or entity, even if such individual or
entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not
pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity
has an insurable interest in the property damaged.
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A. Limits of Insurance
1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury
and property damage. If aggregate limits apply separately to this contract (as
evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each of
the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Ten Million
Dollars ($10,000,000) which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, “Warranty (CONTRACTOR’s Guarantee)”, plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions. If aggregate limits apply separately to this
contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04),
then the aggregate limit may be equivalent to the per occurrence limit.
c. Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d. Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e. Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 16 of 25
f. Independent CONTRACTOR’s Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OC SAN or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
assume responsibility of insurer until the deductible, SIR or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the general liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
h. If divers will be used, the general liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of automobile
liability insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limit of
liability coverage: combined single limit of One Million Dollars ($1,000,000) for bodily
injury, personal injury, and property damage.
3. Umbrella Excess Liability: The minimum limits of general liability and automobile
liability insurance required, as set forth above, shall be provided for either in a single
policy of primary insurance or a combination of policies of primary and umbrella
excess coverage. Excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability.
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 17 of 25
4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable to OC SAN.
5. Workers’ Compensation/Employer’s Liability: CONTRACTOR shall provide such
workers’ compensation insurance as required by the Labor Code of the State of
California, including employer’s liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
B. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by OC SAN.
At the option of OC SAN, either: the Insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects OC SAN, its Directors, officers, agents, consultants,
and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OC
SAN guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions
1. Each such policy of general liability insurance and automobile liability insurance shall
be endorsed to contain, the following provisions:
a. OC SAN, its directors, officers, agents, consultants, and employees, and all
public agencies from whom permits will be obtained, and their directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OC SAN in connection with this
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 18 of 25
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b. Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OC SAN shall be excess
only and not contributing with insurance provided under this policy.
2. Cancellation and Policy Change Notice.
The CONTRACTOR is required to notify OC SAN in writing of any insurance
cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition
of such knowledge. Additionally, the CONTRACTOR is required to notify OC SAN in
writing of any change in the terms of insurance, including reduction in coverage or
increase in deductible/SIR, within two (2) working days of receipt of such notice or
knowledge of same.
Said notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle
Fountain Valley, CA 92708
Attention: Contracts, Purchasing & Materials Management Division
3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s) will be obtained, each policy of
general liability insurance and automobile liability insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
consultants, and employees, to be additional insureds.
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 19 of 25
D. Acceptability of Insurers
Insurers must have an “A-“, or better, Policyholder’s Rating, and a Financial Rating of at
least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide.
OC SAN recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OC SAN will accept
State Compensation Insurance Fund for the required policy of worker’s compensation
insurance, subject to OC SAN’s option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20) days written notice. Further, OC SAN will
require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20) days of written notice to
CONTRACTOR by OC SAN or its agent.
E. Verification of Coverage
CONTRACTOR shall furnish OC SAN with original certificates and mandatory
endorsements affecting coverage. Said policies and endorsements shall conform to the
requirements herein stated. All certificates and endorsements are to be received and
approved by OC SAN before Work commences. OC SAN reserves the right to require
complete, certified copies of all required insurance policies, including endorsements,
affecting the coverage required by these Specifications at any time.
F. Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor’s operations
and work. OC SAN and any public agency issuing permits for the Project must be named
as “Additional Insured” on any general liability or automobile liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 20 of 25
all Subcontractors’ policies, certificate of liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OC SAN with the above
referenced required documents.
G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability ACORD Form 25 or other equivalent
certificate of insurance form
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are Iisted in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
a. Commercial General Liability Form CG 00 01
b. Additional Insured Including Form CG 20 10 and Products-Completed Operations Form CG 20 37
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN
may reject alternatives that provide different or less coverage to OC SAN.
c. Waiver of Transfer of Rights of Form CG 24 04 Recovery Against Others to Us/ Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement
provided by carrier for OC SAN approval.
b. Cancellation Notice No endorsement is required. However, CONTRACTOR is responsible for notifying OC SAN of
any pending or actual insurance policy cancellation, as described in Article C.2., Cancellation and Policy
Change Notice, above.
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 21 of 25
4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement SECTION – 17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep OC SAN and others harmless as more specifically set forth in
General Conditions, “General Indemnification”.
SECTION – 18 TERMINATION
This Contract may be terminated in whole or in part in writing by OC SAN in the event of
substantial failure by the CONTRACTOR to fulfill its obligations under this Contract Agreement,
or it may be terminated by OC SAN for its convenience provided that such termination is
effectuated in a manner and upon such conditions set forth more particularly in General
Conditions, “Termination for Default” and/or “Termination for Convenience”, provided that no
termination may be effected unless proper notice is provided to CONTRACTOR at the time and
in the manner provided in said General Conditions. If termination for default or convenience is
effected by OC SAN, an equitable adjustment in the price provided for in this Contract shall be
made at the time and in the manner provided in the General Conditions, “Termination for
Default” and “Termination for Convenience”.
SECTION – 19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OC SAN’s designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, “Final Acceptance and Final
Completion” that the completed Work is free from all defects due to faulty materials, equipment
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 22 of 25
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OC SAN shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OC SAN may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR’s warranty shall continue as to any
corrected deficiency until the later of (1) the remainder of the original one-year warranty period;
or (2) one year after acceptance by OC SAN of the corrected Work. The Performance Bond
and the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR’s obligations under this clause are in addition to the CONTRACTOR’s
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OC SAN may have against the CONTRACTOR
for faulty materials, equipment or Work.
SECTION – 20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OC SAN unless such assignment has had prior
written approval and consent of OC SAN and the Surety.
SECTION – 21 RESOLUTION OF DISPUTES
OC SAN and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which
arise between the CONTRACTOR and OC SAN, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 23 of 25
SECTION – 22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled “Safety” and Exhibit B Contractor Safety Standards. OC SAN reserves the right
to stop Work for violations of safety and health standards until the hazardous conditions are
corrected. The right to stop Work includes the right to remove a contractor or its employees
from the worksite.
SECTION – 23 CALIFORNIA VOLUNTARY PROTECTION PROGRAM ANNUAL
REPORTING REQUIREMENT
If CONTRACTOR will potentially work 1,000 combined hours in a quarter, for the term of the
Contract Agreement, CONTRACTOR shall provide an annual report detailing its safety and
health information, including, but not limited to, its total number of employees, work hours,
number of injuries and illnesses, and number of injury and illness cases involving days away
from work, restricted work activity and/or job transfer. CONTRACTOR shall furnish this report to
OC SAN no later than January 20th each calendar year. Failure to provide this data by the
required due date may result in suspension of CONTRACTOR’s services with OC SAN. Any
delay arising out of or resulting from such suspension shall be CONTRACTOR’s sole
responsibility and considered CONTRACTOR caused delay, which shall not be compensable by
OC SAN.
SECTION – 24 HUMAN RESOURCES POLICIES
CONTRACTOR and its Subcontractors shall comply with and ensure their employees adhere to
OC SAN’s Human Resources Policies attached hereto as Exhibit C.
C-CA-030525 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 24 of 25
SECTION – 25 NOTICES
Any notice required or permitted under this Contract shall be served by personal delivery or by
certified mail, return receipt requested, at the address set forth below. Unless specified
elsewhere in the Contract Documents or otherwise required by law, any notice may alternatively
be given by electronic telecommunication to the email address set forth below. Any party
whose address changes shall notify the other party in writing.
TO OC SAN: Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, California 92708 Attn: Clerk of the Board ocsanclerk@ocsan.gov
Copy to: Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, California 92708
Attn: Construction Manager rcuellar@ocsan.gov
Scott C. Smith Best Best & Krieger LLP 18101 Von Karman Avenue, Suite 1000
Irvine, California 92612 scott.smith@bbklaw.com
TO CONTRACTOR: Dennis Gutierrez, President GSE Construction Company, Inc. 7633 Southfront Road, Suite 160 Livermore, CA 94551 estimating@gseconstruction.com
CONFORMED C-CA-030525 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 25 of 25
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: GSE Construction Company, Inc.
7633 Southfront Road, Suite 160
Livermore, CA 94551
By______________________________ Date _________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 401498 (Expiration Date – 3/31/2027)
OC SAN: Orange County Sanitation District
By______________________________ Date _________________
Ryan P. Gallagher Board Chairman
By______________________________ Date _________________ Kelly A. Lore Clerk of the Board
By______________________________ Date _________________ Kevin Work
Purchasing & Contracts Manager
C-EXA-013025
EXHIBIT A
SCHEDULE OF PRICES
C-EXA-013025
TABLE OF CONTENTS
EXHIBIT A SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION ............................................................................. 1
EXA-2 PROGRESS PAYMENTS .................................................................................. 1
EXA-3 RETENTION AND ESCROW ACCOUNTS ........................................................ 1
EXA-4 STOP PAYMENT NOTICE ................................................................................. 3
EXA-5 PAYMENT TO SUBCONTRACTORS ................................................................ 3
EXA-6 PAYMENT OF TAXES ....................................................................................... 3
EXA-7 FINAL PAYMENT ............................................................................................... 4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ... 6
ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT ......................... 7
ATTACHMENT 2 – SCHEDULE OF PRICES ................................................................... 8
CONFORMED C-EXA-013025 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 1 of 8
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract
Documents. EXA-2 PROGRESS PAYMENTS
Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement – Section 11 – “Contract Price and Method of Payment;”
2. General Conditions – “Payment – General”;
3. General Conditions – “Payment – Applications for Payment”;
4. General Conditions – “Payment – Mobilization Payment Requirements;”
5. General Conditions – “Payment – Itemized Breakdown of Contract Lump Sum Prices”;
6. General Conditions – "Contract Price Adjustments and Payments”;
7. General Conditions – “Suspension of Payments”;
8. General Conditions – “OC SAN’s Right to Withhold Certain Amounts and
Make Application Thereof”; and
9. General Conditions – “Final Payment.”
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OC SAN shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions – “Retained Funds; Substitution of Securities”. In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
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B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions – “Retained Funds; Substitution of Securities.” Payment of Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may request and OC SAN shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OC SAN, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance
of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles:
In addition to the retentions described above, OC SAN may deduct from each progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for progress payment;
2. Deductions from previous progress payments already paid, due to
OC SAN’s discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract;
3. Sums expended by OC SAN in performing any of the CONTRACTOR’S obligations under the Contract that the CONTRACTOR has failed to perform, and;
4. Other sums that OC SAN is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments.
CONFORMED C-EXA-013025 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 3 of 8
The failure of OC SAN to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OC SAN’s right to such sums
or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other provisions of the Contract, OC SAN shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OC SAN may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OC SAN that the CONTRACTOR has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be
based on the measurements and estimates made pursuant to article progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) days after CONTRACTOR’S receipt of said retention proceeds from OC SAN as
required by the California Public Contract Code §7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OC SAN reviews, confirming that tax payments are current at all times.
C-EXA-013025 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 4 of 8
EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, “Final Acceptance and Final Completion”; and after authorization by the General Manager of the final payment and satisfaction of the requirements as more particularly set forth in General Conditions – “Final
Payment”, a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OC SAN, including:
a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory to OC SAN, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OC SAN’s review of the
application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OC SAN will review the CONTRACTOR’S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OC SAN, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the
CONFORMED C-EXA-013025 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 5 of 8
changes, and shall submit the revised application for Final Payment. Upon acceptance by OC SAN, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35)
calendar days after the date of recordation of the Notice of Completion by OC SAN, and agreements are reached on all issues regarding the application for Final Payment, OC SAN, in exchange for an executed
release, satisfactory in form and substance to OC SAN, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OC SAN are specifically reserved, and shall release and waive all unreserved Claims against OC SAN and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OC SAN which has not been communicated in writing by the CONTRACTOR to OC SAN as of the date of the
certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any claims remain open, OC SAN may make Final Payment subject to resolution of those claims. OC SAN may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of
the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled Stop Payment Notice herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138) within thirty (30) days of receipt of Final Payment.
C-EXA-013025 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 6 of 8
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OC SAN’s acceptance of the application for Final Payment
and irrespective of whether it is before or after Final Payment has been made, OC SAN shall not be precluded from subsequently showing that:
1. The true and correct amount payable for the Work is different from that
previously accepted;
2. The previously accepted Work did not in fact conform to the Contract requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OC SAN also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing
circumstances as permitted under the Contract or applicable law.
CONFORMED C-EXA-013025 PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 7 of 8
ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OC SAN in accordance with the Contract.
I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OC SAN a false claim for payment or approval.
A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OC SAN may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor’s
performance. _________________________________________
Name _________________________________________
Title _________________________________________
Date
C-EXA-013025 CONFORMED PROJECT NO. P1-142 TRICKLING FILTER MEDIA REPLACEMENT AT PLANT NO. 1 Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (GSE Construction Company, Inc.) BF-14 Schedule of Prices, Pages 1-3
10/14/2025
1
Trickling Filter Media
Replacement at Plant No. 1,
Project No. P1-142
Presented by:
Mike Dorman
Director of Engineering
Steering Committee
October 22, 2025
Project Location: Plant No. 1
2
1
2
10/14/2025
2
Secondary Treatment: Trickling Filters
3
166’
Rotary Distributor
Arm
Grating
Media
Liner/Coating
Media Support New Grating
New Media Wetting System
Age and wear
Clogging and uneven flow
Reduced performance
Poor air flow and odor complaints
Coating and concrete liner failure
Reasons for the Project
4
3
4
10/14/2025
3
Media Replacement
5
•Nearly 10 Olympic swimming pools of media
•New media wetting system
Example of media
Media Installation at Plant No. 2
Coating Repair
6
5
6
10/14/2025
4
Liner Repair
7
8
Engineer’s Estimate: $30,200,000
Bid Results
Amount of BidBidder
$ 19,972,000Innovative Construction Solutions
$ 20,019,620Shimmick Construction Company, Inc.
$ 21,565,292GSE Construction Company, Inc.
$ 22,949,801Garney Pacific, Inc.
$ 24,840,000Steve P. Rados
$ 27,582,689Olsson Construction, Inc.
* Lowest, responsible, responsive bidder
*
7
8
10/14/2025
5
9
Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Trickling
Filter Media Replacement at Plant No. 1, Project No. P1-142;
B. Award a Construction Contract Agreement to GSE Construction
Company, Inc. for Trickling Filter Media Replacement at Plant No.
1, Project No. P1-142, for a total amount not to exceed
$21,565,292; and
C. Approve a contingency of $2,156,529 (10%).
Recommendation
Questions?
10
9
10
STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4543 Agenda Date:10/22/2025 Agenda Item No:3.
FROM:Robert Thompson, General Manager
Originator: Lorenzo Tyner, Assistant General Manager
SUBJECT:
PROPERTY ACQUISITION FOR 18250 EUCLID STREET, FOUNTAIN VALLEY, CA
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Standard Offer, Agreement, and Escrow Instructions for Purchase of Real Estate
(Purchase Agreement) with Rexford Industrial Realty L.P. for Property at 18250 Euclid Street,
Fountain Valley, APN No. 156-171-4, in a form approved by General Counsel, for $26,710,000;
and
B. Authorize the General Manager and General Counsel to execute the following:
1. Preliminary Title Report Consistent with the Standard Offer, Agreement, and Escrow
Instructions;
2. Title Approval Letter;
3. Deeds and other evidence of title to the parcels of property that are the subject of the
Purchase Agreement;
4. Preliminary Change of Ownership Report;
5. Acceptance of the Grant Deed to certain real property from Rexford Industrial Realty, L.P;
6. Approved Estimated Closing costs;
7. Seller’s Mandatory Disclosure Statement acknowledging receipt of this document;
8. Property Information Sheet acknowledging receipt of this document;
9. Natural Hazard Disclosure Report acknowledging receipt of this document; and
10. Any and all other instruments related to the transaction.
BACKGROUND
The Orange County Sanitation District (OC San)has been actively pursuing opportunities to acquire
additional real estate near Plant No.1 to support future operational needs,specifically additional
warehousing space.Recent supply chain issues and increased lead time for critical space parts
have resulted in the need for additional warehouse space.In February 2022,OC San staff sent
prospecting letters to property owners in the surrounding area-covering properties that were for sale,
for lease, or not currently on the market-to gauge interest in potential sales.
Initial negotiations took place with the owner of 10700 Spencer Street;however,those discussions
Orange County Sanitation District Printed on 10/15/2025Page 1 of 3
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File #:2025-4543 Agenda Date:10/22/2025 Agenda Item No:3.
Initial negotiations took place with the owner of 10700 Spencer Street;however,those discussions
have since concluded.As part of ongoing outreach,OC San inquired about a nearby property that
was listed for lease.While that specific lease opportunity was not pursued,the listing broker
representing the lease property contacted OC San regarding another nearby parcel.OC San learned
that the owners of this third property-referred to here as the subject property-were open to selling due
to changes in their portfolio strategy.
OC San staff provided an update during a closed-session Board meeting in August regarding the
concluded negotiations for 10700 Spencer Street and requested authorization to initiate negotiations
for a new potential property located at 18250 Euclid Street.The Board authorized staff to enter into
negotiations with the property owner within a provided not-to-exceed amount.
On September 12,2025,OC San submitted an unsolicited Letter of Intent (LOI)for the subject
property.The owner responded with a counter offer on September 25,2025.Negotiations have
concluded and an agreement has been reached for the purchase of the property for $26,710,000,
which is within the not-to-exceed amount authorized by the Board.
RELEVANT STANDARDS
·1, 5, 20 year planning horizons
·24/7/365 treatment plant reliability
PROBLEM
OC San is real estate limited in its current and future operations.There is a need for additional
space for construction and new treatment process areas to replace end-of-life facilities and provide
treatment facilities for new regulatory requirements.
PROPOSED SOLUTION
Approve the acquisition of the property at 18250 Euclid Street, Fountain Valley, CA
TIMING CONCERNS
N/A
RAMIFICATIONS OF NOT TAKING ACTION
N/A
PRIOR COMMITTEE/BOARD ACTIONS
August 2025 -Staff presented in closed session at the Steering Committee and Board meetings
regarding real property negotiations for 18250 Euclid Street,Fountain Valley,CA -APN No.156-171-
41.
Orange County Sanitation District Printed on 10/15/2025Page 2 of 3
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File #:2025-4543 Agenda Date:10/22/2025 Agenda Item No:3.
ADDITIONAL INFORMATION
N/A
CEQA
OC San will perform all environmental reviews required under the California Environmental Quality
Act before the close of escrow.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance and is within the
Board authorization given in August 2025.This item has been budgeted (Budget Update FY 2025-26,
Page A-17) and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Letter of Intent (Purchase Agreement to follow)
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Docusign Envelope ID: 4181996E-862C-4AB2-9D07-B8417E0EA98D
Docusign Envelope ID: 4181996E-862C-4AB2-9D07-B8417E0EA98D
Docusign Envelope ID: 4181996E-862C-4AB2-9D07-B8417E0EA98D
John Nahas
Oct 14, 2025 | 1:24 PM PDT
Docusign Envelope ID: 4181996E-862C-4AB2-9D07-B8417E0EA98D
11620 Wilshire Boulevard, 10th Floor Los Angeles, California 90025 P 310.966.1680 | F 310.966.1690 www.rexfordindustrial.com
October 10, 2025
Mr. Wade Tift
JLL
17877 Von Karaman Ave. Ste. 500
Irvine, CA 92614
Re: 18250 Euclid St., Fountain Valley, CA 92708
Dear Wade:
Thank you for your offer to purchase 18250 Euclid St. in Fountain Valley, California (“Property”). The Property is comprised of an approximately 62,838 square foot building on approximately 3.54 acres of land.
The following in this letter (“Letter”) outlines the general terms and conditions under which REXFORD INDUSTRIAL REALTY L.P. (“Seller”) may sell the above referenced Property to ORANGE COUNTY
SANITATION DISTRICT (“Buyer”):
1.PURCHASE PRICE: The total purchase price payable from Buyer to Seller for the Property shall beTwenty-Six Million Seven Hundred Ten Thousand Dollars ($26,710,000) (“Purchase Price”). ThePurchase Price shall be paid on an all-cash basis upon the close of escrow.
2.DEPOSIT: A deposit of Eight Hundred Thousand Dollars ($800,000) (the “Initial Deposit”) will be
placed in escrow with the Escrow Holder (defined below) within two (2) business days following theexecution of the Purchase and Sale Agreement (defined below) and shall be refundable until the expirationof the due diligence period. Following the expiration of the Due Diligence Period, the Initial Deposit shallbecome non-refundable and shall be applied to the Purchase Price subject to the terms and conditions of the
Purchase and Sale Agreement or released to Seller if the Buyer fails to complete this transaction as intended.
3.PURCHASE & SALE AGREEMENT: Buyer and Seller shall expeditiously work toward entering into apurchase and sale agreement with respect to the transaction contemplated hereby (“Purchase and SaleAgreement”) within ten (10) business days. The form of Purchase and Sale Agreement is to be provided bySeller.
4.DUE DILIGENCE PERIOD:
a. The due diligence period for Buyer's review of the Property shall commence upon the signing ofthe Access Agreement described below, provided Buyer has executed and delivered this Letter
to Seller prior to the expiration of this Letter, and end at 5:00 pm Pacific Time forty-five (45) days thereafter (“Due Diligence Period”). Buyer shall have the right to terminate the Purchase and Sale Agreement for any reason or no reason whatsoever during the Due Diligence Period.
Upon mutual execution of this Letter and Seller’s form of Standard Confidentiality and Nondisclosure Agreement, Seller shall deliver to Buyer the following items requested by Buyer to the extent that they are in Seller’s possession and without representation or warranty (“Due Diligence Materials”): leases, operating statements for the current year and prior year, Seller’s existing survey, if any, building plans, and other non-confidential items reasonably requested by
Buyer that may be in Seller’s possession. If Buyer does not execute a Purchase and Sale Agreement for any reason or no reason whatsoever, then Buyer agrees to promptly destroy all such documents provided by Seller.
b. Buyer shall be entitled to a limited one-time extension of the Due Diligence Period for thirty (30) additional days solely for the purpose of completing its environmental due diligence provided that: (1) Buyer has waived all other due diligence contingencies; (2) a commercially reasonable condition or issue arises which reasonably warrants further investigation; (3) Buyer and Seller has mutually agreed upon the scope and parameters of any intrusive testing on the
Property; and (4) Buyer provides written notice to Seller of its intent to extend the Due Diligence Period no later than five (5) business days prior to the expiration of the Due Diligence Period, which written notice shall specify the nature of the issue requiring additional review.
c. Prior to accessing the Property, Buyer shall execute and deliver to Seller an access agreement on the form which Seller has delivered to Buyer contemporaneously with this Letter (the “Access Agreement”). The scope of Buyer’s inspection shall be as set forth in such Access Agreement and the Purchase and Sale Agreement.
5. CLOSE OF ESCROW: The purchase shall close on the date that is fifteen (15) days following expiration of
the Due Diligence Period; however, Seller, in Seller’s sole discretion, shall have the one-time right to extend Closing for a period up to sixty (60) days, provided that written notice of such extension is delivered to Buyer no later than five (5) days prior to the original Closing date. During the extended Closing period, Seller may then accelerate the Closing upon written notice to Buyer, at which time Buyer shall be required to
close within fifteen (15) days upon receipt of such written notice to accelerate Closing.
6. AS-IS SALE: The Property shall be sold “As-Is, Where-Is.” Seller will not provide any representations or warranties regarding the physical, environmental, legal or other condition of the Property, or the Due Diligence Materials. The parties shall include customary representations and warranties in the Purchase and Sale Agreement, including, Seller’s authority to sell the property and no knowledge of any pending lawsuits
or eminent domain proceedings.
7. MAINTENANCE: Until the close of escrow, Seller shall maintain the Property in substantially the same condition as exists on the date of the Agreement, including maintenance of insurance, leases and service contracts. During the Due Diligence Period, Seller may enter into agreements affecting the Property; however, Seller shall not enter into any new leases, nor may Seller amend the existing lease to either extend
the term of the lease or reduce any monetary obligations of the tenant without Buyer’s prior written consent. Upon expiration of the Due Diligence Period, the Buyer shall not enter into any new leases, service contracts or other agreements that would obligate the owner of the Property beyond the close of escrow, except with
Buyer’s consent, not to be unreasonably withheld.
8. ESTOPPEL THRESHOLD: Seller shall use commercially reasonable efforts to cause the single, occupying tenant to provide a tenant estoppel in accordance with its lease obligations, the receipt of such estoppel by Buyer shall be a contingency to Closing.
9. ESCROW/TITLE: The escrow company shall be Chicago Title Company, Los Angeles, Attention:
Michael Slinger, 725 South Figueroa Street, Suite 200, Los Angeles, California 90017 (Telephone: (213)
612-4131; E-Mail: mike.slinger@ctt.com) (“Escrow Holder”) and the title company shall be Chicago Title Company, Attention: Michael Slinger, 725 South Figueroa Street, Suite 200, Los Angeles, California 90017 (Telephone: (213) 612-4131; E-Mail: mike.slinger@ctt.com). Seller shall provide a CLTA policy, and Buyer shall pay for any applicable update or premium for ALTA insurance to the
extent that premium exceeds the premium cost of a CLTA policy of title insurance.
10. CLOSING COSTS: Buyer shall be responsible for its own legal fees, costs of any and all inspections or reports it obtains, the title insurance premium associated with any extended coverage (including, without limitation, endorsements) and one-half of the escrow fee. Seller shall be responsible for its own legal fees, standard owner’s title insurance policy, documentary transfer tax, real estate commission per
paragraph 10 below and one half of the escrow fee. Current income and expenses, taxes and assessments shall be prorated as of the date of closing. Rents shall be prorated as current at close of escrow. All other costs will be allocated between Buyer and Seller in accordance with the customary practice in the County of Orange.
11. BROKERAGE COMMISSION: Buyer and Seller represent and warrant to each other that no brokerage
commission, finder’s fee, or other compensation is due or payable with respect to the transaction contemplated hereby other than commissions to be paid by Seller to JLL under a separate agreement.
12. NON-BINDING/SUBJECT TO SELLER APPROVAL: Buyer and Seller acknowledge that, except for Section 4 (Due Diligence Period) and Section 13 (Confidentiality) below, this proposal is non-binding
and is merely intended as the basis for negotiating a transaction for the Property. Following the mutual execution of this document, the business points of this proposal shall be incorporated into a Purchase and Sale Agreement and only a mutually executed Purchase and Sale Agreement shall be deemed binding on either party. Either party may terminate these discussions for any reason or no reason. Execution of this document shall not imply a duty to negotiate in good faith or to negotiate at all. Each party shall bear
their respective costs of negotiation.
13. CONFIDENTIALITY: Except as required by law, the terms of this Letter and the proposed transaction shall be kept strictly confidential by both parties; provided, however, that either party may disclose such terms to its employees, officers, shareholders, financial advisors, consultants, partners, affiliates, lenders
and attorneys who need to know such terms for purposes of evaluating the proposed transaction.
14. 1031 EXCHANGE: The parties agree to reasonably cooperate with each other in the event either or both parties wish to affect the purchase and/or sale of the Property through a tax‐deferred (Section 1031) exchange, provided that such exchange shall not modify the parties’ liabilities or obligations under the
Purchase and Sale Agreement. We appreciate the written acknowledgment of your acceptance of the terms of this Letter by 5:00 pm PST on
Friday, October 17, 2025 (“Acceptance Deadline”), after which time this offer shall automatically expire. If the
terms of this proposal are acceptable to you, kindly sign a copy of this letter and return it to the undersigned prior
to the Acceptance Deadline.
Sincerely,
SELLER:
REXFORD INDUSTRIAL REALTY L.P.
a Maryland limited partnership
By: REXFORD INDUSTRIAL REALTY, INC.,
a Maryland corporation,
Its General Partner
By: __________________________________
John Nahas
Managing Director, Asset Management
ACCEPTED & AGREED TO: BUYER: ORANGE COUNTY SANITATION DISTRICT
By: _____________________ Name: ___________________ Title: ____________________
Date:__________________
STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4555 Agenda Date:10/22/2025 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: 1
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.
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 10/15/2025Page 1 of 1
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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: October 22, 2025
Re: Closed Session Items
The Steering Committee will hold a closed session on October 22, 2025, for the purpose of conferring with its legal counsel regarding existing litigation to which the Orange County Sanitation District is a party. The title of the matter is Michael Oberly v. Orange County Sanitation
District and Does 1-25, Orange County Superior Court Case No. 30-2025-01489491-CU-OE-CJC. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1).
Respectfully submitted, SCOTT C. SMITH
STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4564 Agenda Date:10/22/2025 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:
Property: 18250 Euclid Street, Fountain Valley, CA - APN No.156-171-41.
Agency negotiators: General Manager Robert 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.
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 10/15/2025Page 1 of 1
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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: October 22, 2025
Re: Closed Session Item
The Steering Committee will hold a closed session on October 22, 2025, for the purpose of holding a conference with its real property negotiators regarding the acquisition of real property located at 18250 Euclid Street in Fountain Valley, California. The closed session will be held pursuant to the
authority of California Government Code section 54956.8. 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.