Loading...
HomeMy WebLinkAbout03-11-2026 Administration Committee Complete Agenda PacketNOTICE OF REGULAR MEETING AGENDA PUBLIC PARTICIPATION NOTICE ORANGE COUNTY SANITATION DISTRICT ADMINISTRATION COMMITTEE MARCH 11, 2026 - 5:00 PM ACCESSIBILITY FOR THE GENERAL PUBLIC Your participation is always welcome. OC San offers several ways in which to interact during this meeting. MEETING PARTICIPATION INSTRUCTIONS www.ocsan.gov IN-PERSON MEETING ATTENDANCE OC San Headquarters: 18480 Bandilier Circle, Fountain Valley, CA 92708 ONLINE MEETING PARTICIPATION Join the meeting now PARTICIPATE BY TELEPHONE Dial: (213) 279-1455 https://ocsd.legistar.com/Calendar.aspx Details on how to participate can be found on our website at Join the live meeting on Teams: Phone Conference ID: 352 302 035# WATCH THE MEETING ONLINE The meeting will be available for online viewing at: SUBMIT A COMMENT Online at: https://ocsd.legistar.com/Calendar.aspx or by emailing: OCSanClerk@ocsan.gov ROLL CALL ADMINISTRATION COMMITTEE Finance, Information Technology, Environmental Services and Human Resources Meeting Date: March 11, 2026 Time: 5:00 p.m. COMMITTEE MEMBERS (14) OTHERS STAFF ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, March 11, 2026 - 5:00 PM Headquarters - Board Room 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 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. SUBMIT A COMMENT: You may submit your comments and questions in writing in advance of, or during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or by sending them to OCSanClerk@ocsan.gov with the subject line "PUBLIC COMMENT ITEM # [insert relevant item number]" or "PUBLIC COMMENT NON-AGENDA ITEM". 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. 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 View Current Board of Directors ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, March 11, 2026 CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL AND DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during meetings: you may 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 Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.2026-4730APPROVAL OF MINUTES RECOMMENDATION: Approve minutes of the Regular meeting of the Administration Committee held February 11, 2026. Originator:Kelly Lore Attachments: 2.2026-4802FLEET MOBILE EQUIPMENT REPLACEMENT PURCHASES RECOMMENDATION: Recommend to the Board of Directors to: A. Approve the purchase of replacement mobile equipment for Orange County Sanitation District’s fleet as initially approved in the adopted Fiscal Year 2025-26 Budget in the amount of $761,300; and B. Delegate to the General Manager and Purchasing Manager the authority to Page 2 of 6 ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, March 11, 2026 purchase replacement mobile equipment during the fiscal year in the not to exceed amount listed above, utilizing the method of procurement determined by the General Manager to be in the best interest of OC San, to include cooperative contract, competitive solicitation, or sole source. Originator:Lorenzo Tyner Attachments: NON-CONSENT: 3.2026-4807LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2026 RECOMMENDATION: Recommend to the Board of Directors to: Receive and file the Legislative Affairs Update for the month of February 2026. Originator:Jennifer Cabral Attachments: 4.2026-4812PUBLIC AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2026 RECOMMENDATION: Recommend to the Board of Directors to: Receive and file the Public Affairs Update for the month of February 2026. Originator:Jennifer Cabral Attachments: 5.2026-4814PROPERTY MANAGEMENT SERVICES FOR 18350 MT. LANGLEY STREET AND 18250 EUCLID STREET, FOUNTAIN VALLEY RECOMMENDATION: Recommend to the Board of Directors to: Ratify Amendment No. 7 to the sole source agreement with The Muller Company for Property Management Services at 18350 Mt. Langley Street and 18250 Euclid Street in Fountain Valley, on a month to month basis, for management fees of $5,241.90 per month plus other incurred expenses; and an additional renewal period of twelve (12) months. Page 3 of 6 ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, March 11, 2026 Originator:Lorenzo Tyner Attachments: 6.2026-4769COMPREHENSIVE COST OF SERVICE RATE STUDY, SPECIFICATION NO. CS-2025-711BD RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with HDR Engineering, Inc. to perform a Comprehensive Cost of Service Rate Study, Specification No. CS-2025-711BD, for a total amount not to exceed $254,280; and B. Approve a contingency of $25,428 (10%). Originator:Wally Ritchie Attachments: 7.2026-4819ORANGE COUNTY WASTE AND RECYCLING WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT AND ORGANIC SERVICES AGREEMENT RECOMMENDATION: Recommend to the Board of Directors to: A. Approve the Waste Infrastructure System Enterprise (WISE) Agreement and the Organic Services Agreement with Orange County Waste and Recycling to receive and dispose of Orange County Sanitation District’s (OC San) solid waste (grit, screenings, drying bed materials and any solids that cannot be beneficially reused) at Orange County Waste and Recycling’s landfills for a term of 10 years from July 1, 2026 through June 30, 2036 for a total amount not to exceed $18,000,000 which includes the phased-in unit price per ton approach and the associated escalation costs; and B. Approve up to one (1) additional, 10-year renewal agreement. Originator:Lan Wiborg Attachments: Page 4 of 6 ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, March 11, 2026 INFORMATION ITEMS: 8.2026-4743INVESTMENT PERFORMANCE RESULTS RECOMMENDATION: Information Item. Originator:Wally Ritchie Attachments: 9.2026-4818PROCUREMENT PROCESS, BIDS VS RFPS, SOLE SOURCE CONTRACTS VS COMPETITIVE CONTRACTS RECOMMENDATION: Information Item. Originator:Wally Ritchie Attachments: 10.2026-4745FY 2026-27 AND 2027-28 ORANGE COUNTY SANITATION DISTRICT BUDGET REVENUES AND RESERVES OVERVIEW RECOMMENDATION: Information Item. Originator:Wally Ritchie Attachments: DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. Page 5 of 6 ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, March 11, 2026 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 Administration Committee on April 8, 2026 at 5:00 p.m. AFFIDAVIT OF POSTING: 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 March 4, 2026 Page 6 of 6 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4730 Agenda Date:3/11/2026 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 Administration Committee held February 11, 2026. 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 26-02 ATTACHMENT The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda package: ·February 11, 2026 Administration Committee meeting minutes Orange County Sanitation District Printed on 2/27/2026Page 1 of 1 Orange County Sanitation District Minutes for the ADMINISTRATION COMMITTEE Wednesday, February 11, 2026 5:00 PM Headquarters - Board Room 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chair Christine Marick on Wednesday, February 11, 2026 at 5:00 p.m. in the Orange County Sanitation District Headquarters. Committee Vice Chair Jamie Valencia led the Pledge of Allegiance. ROLL CALL AND DECLARATION OF QUORUM: The Clerk of the Board declared a quorum present as follows: PRESENT:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) ABSENT:Ted Bui STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of Environmental Services; Kelly Lore, Clerk of the Board; Mo Abiodun; Jon Bradley; Mortimer Caparas; Sam Choi; Daisy Covarrubias; Thys DeVries; Al Garcia; Mark Kawamoto; Rebecca Long; Tom Meregillano; Rob Michaels; Tania Moore; Don Stokes; Thomas Vu; Kevin Work; Sammady Yi; and Ruth Zintzun were present in the Board Room. OTHERS PRESENT: Scott Smith, General Counsel; and Cori Takkinen, Townsend Public Affairs were present in the Board Room. Eric Sapirstein, ENS was present virtually. PUBLIC COMMENTS: None. Clerk of the Board Kelly Lore stated that communication had been received after the publication of the agenda. Staff requested that Item No. 3 be pulled from consideration; and the Clerk noted that additional corrections had been made to the Draft Conflict of Interest Code in Item No. 4. REPORTS: Chair Marick notified the Committee that OC San Administrative Offices would be closed on Monday, February 16, in observance of Presidents’ Day. Page 1 of 7 ADMINISTRATION COMMITTEE Minutes February 11, 2026 Chair Marick congratulated Jaime Valencia on her appointment as Vice Chair of the Administration Committee and thanked Alternate Director Glenn Grandis for his dedication and leadership as the former Committee Vice Chair. She also welcomed Director Debbie Baker to the Administration Committee and stated that Director John Withers had transferred to the Operations Committee. General Manager Rob Thompson did not provide a report. CONSENT CALENDAR: 1.APPROVAL OF MINUTES 2026-4729 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the Regular meeting of the Administration Committee held December 10, 2025. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui ABSTENTIONS:None 2.UPDATE TO RECORDS MANAGEMENT PROGRAM PROCEDURES AND RECORDS RETENTION SCHEDULE RESOLUTION 2025-4628 Originator: Jennifer Cabral Adopt Resolution No. OC SAN 26-XX entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Adopting the Records Management Program Procedures and Records Retention Schedule, Authorizing Destruction of Obsolete Records, and Repealing Resolution No. OC SAN 24-15”. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui ABSTENTIONS:None Page 2 of 7 ADMINISTRATION COMMITTEE Minutes February 11, 2026 3.THICKENING AND DEWATERING BUILDING HVAC REPLACEMENT AT PLANT NO. 1 2025-4634 Originator: Lorenzo Tyner ITEM PULLED FROM CONSIDERATION. A. Approve a Purchase Order Contract and a Master Turnkey Agreement with Trane U.S. Inc. for HVAC replacement at the Thickening and Dewatering Building at Plant No. 1, using the OMNIA Partners (formerly National IPA) Cooperative Contract No. 3341 for a total amount not to exceed $546,525; and B. Approve a contingency of $54,652 (10%). 4.2026 CONFLICT OF INTEREST CODE 2026-4660 Originator: Kelly Lore Adopt Resolution No. OC SAN 26-XX entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District adopting a Conflict of Interest Code which supersedes all prior Conflict of Interest Codes and amendments previously adopted”. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui ABSTENTIONS:None 5.MID-YEAR TREASURER’S REPORT FOR THE PERIOD ENDED DECEMBER 31, 2025 2026-4742 Originator: Wally Ritchie Receive and file the Orange County Sanitation District Mid-Year Treasurer’s Report for the period ended December 31, 2025. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None Page 3 of 7 ADMINISTRATION COMMITTEE Minutes February 11, 2026 ABSENT:Ted Bui ABSTENTIONS:None 6.PUBLIC AFFAIRS UPDATE FOR THE MONTH OF JANUARY 2026 2026-4768 Originator: Jennifer Cabral Receive and file the Public Affairs Update for the month of January 2026. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui ABSTENTIONS:None 7.GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST 2026-4779 Originator: Wally Ritchie A. Receive and file Orange County Sanitation District purchases made under the General Manager’s authority for the period of October 1, 2025, to December 31, 2025; and B. Approve the following additions to the pre-approved Original Equipment Manufacturers (OEM) Sole Source List: ·B&K Valves & Equipment - Val-Matic Series Surgebuster Check Valve ·Auvesy-MDT - Software Support Subscription License Renewal ·Val-Matic Valve and Manufacturing Corp. - Val-Matic Products ·MDT Inc - Auvesy-MDT Software Support Subscription License Renewal AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui ABSTENTIONS:None Page 4 of 7 ADMINISTRATION COMMITTEE Minutes February 11, 2026 NON-CONSENT: 8.2026-4772 Originator: Jennifer Cabral Receive and file the Legislative Affairs Update for the months of December 2025 and January 2026. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui ABSTENTIONS:None 9.ENCROACHMENT AGREEMENT AT 1820 E. 1ST STREET, SANTA ANA, CA 92705 2026-4661 Originator: Lorenzo Tyner Recommend to the Board of Director to: A. Approve and authorize the General Manager to execute an Encroachment Agreement with 1820 East 1st Street LLC, a Delaware limited liability company, for the installation of a walkway, fencing, and landscaping at 1820 E. 1st Street, Santa Ana, CA 92705, in a form approved by General Counsel; and B. That the Clerk of the Board is hereby authorized and directed to record said Agreement in the official records of the Orange County Clerk-Recorder’s Office. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui Page 5 of 7 ADMINISTRATION COMMITTEE Minutes February 11, 2026 ABSTENTIONS:None 10.MID-YEAR FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2025 2026-4665 Originator: Wally Ritchie Receive and file the Orange County Sanitation District Mid-Year Financial Report for the period ended December 31, 2025. AYES:Debbie Baker, Jon Dumitru, Ryan Gallagher, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Jamie Valencia, Chad Wanke, Erik Weigand and Kelly McBride (Alternate) NOES:None ABSENT:Ted Bui ABSTENTIONS:None INFORMATION ITEMS: 11.WET WEATHER PREPARATION AND RESPONSES 2026-4780 Originator: Riaz Moinuddin Information Item. 12.RATE SETTING PROCESS 2026-4782 Originator: Wally Ritchie Page 6 of 7 ADMINISTRATION COMMITTEE Minutes February 11, 2026 The presentation included an overview of Proposition 218, the legal requirements under Proposition 218, the proper steps, cost of service study, public transparency, the timeline, takeaways, and the recommendation. ITEM RECEIVED AS AN: Information Item. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Marick declared the meeting adjourned at 5:28 p.m. to the next Regular Administration Committee meeting to be held on Wednesday, March 11, 2026 at 5:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 7 of 7 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4802 Agenda Date:3/11/2026 Agenda Item No:2. FROM:Robert Thompson, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: FLEET MOBILE EQUIPMENT REPLACEMENT PURCHASES GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve the purchase of replacement mobile equipment for Orange County Sanitation District’s fleet as initially approved in the adopted Fiscal Year 2025-26 Budget in the amount of $761,300; and B. Delegate to the General Manager and Purchasing Manager the authority to purchase replacement mobile equipment during the fiscal year in the not to exceed amount listed above, utilizing the method of procurement determined by the General Manager to be in the best interest of OC San, to include cooperative contract, competitive solicitation, or sole source. BACKGROUND Orange County Sanitation District (OC San)maintains a fleet of mobile equipment necessary to meet business needs and support emergency operations.The fleet comprises portable pumps and generators, forklifts, loaders, and a multitude of trailer-mounted equipment, totaling 96 units. OC San’s Fleet Services Division replaces equipment based on expected useful life and disposes of units utilizing a third-party auction service.The replacement action is based on the current unit’s ability to meet the assigned departmental needs,age,maintenance cost,condition,compliance with environmental regulations,and profiled emergency response capability.All proposed replacement units were identified as required for business needs during the fiscal year 2025-26 budget preparation process. The replacement of mobile equipment is proposed annually during budget preparation.The Board subsequently approves equipment procurements under the capital equipment section of the budget in June of each year.OC San enters into purchase order agreements with entities that allow adherence to internal specifications thus eliminating unnecessary options in the retail market. RELEVANT STANDARDS ·Participate in local, state, and national cooperative purchasing programs Orange County Sanitation District Printed on 3/3/2026Page 1 of 3 powered by Legistar™ File #:2026-4802 Agenda Date:3/11/2026 Agenda Item No:2. ·Ensure the public's money is wisely spent ·Maintain a proactive asset management program PROBLEM The mobile equipment identified for replacement is nearing the end of economically useful life. Maintenance costs continue to increase,and the physical condition of the assets warrant significant restoration.Additionally,these older units lack modern safety features which are key to keeping staff safe and are terming out due to more stringent air emissions regulations. PROPOSED SOLUTION Authorize the General Manager and Purchasing Manager to utilize the method of procurement determined to be in the best interest of OC San,to include cooperative contract,competitive solicitation,or sole source.This will allow staff to obtain equipment in markets where inventory is readily available and meet the operational needs of the organization. TIMING CONCERNS OC San’s internal process requires additional committee and board action time,jeopardizing the ability to replace equipment with external deadlines beyond OC San’s control.Granting authority to the General Manager and Purchasing Manager to target the most appropriate method to obtain the replacement units ensures the most optimal and cost-effective way to source the replacement equipment. RAMIFICATIONS OF NOT TAKING ACTION The equipment selected for replacement is costly to maintain,requires significant overhaul to maintain reliability,and is facing limited operating hours annually as air emission regulations become more stringent.Unscheduled maintenance costs are increasing,and equipment reliability will compromise the ability to meet business needs. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The requested equipment type composition is shown in the table below,but may be substituted depending on the actual condition of the equipment being replaced and market availability: Purchase Type Vehicle Type Quantity Cost Replacement Forklift 2 $170,000 Replacement Portable Diesel Bypass Pump 1 $152,000 Replacement Portable Diesel Air Compressor 2 $105,200 Replacement Portable Diesel Electrical Generator 2 $225,100 Replacement Scissor Lift - Man Lift 2 $109,000 Orange County Sanitation District Printed on 3/3/2026Page 2 of 3 powered by Legistar™ File #:2026-4802 Agenda Date:3/11/2026 Agenda Item No:2. CEQA N/A 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-15,Fleet Services:Other Mobile Equipment) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 03/25/2026 $761,300 0% ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: N/A Orange County Sanitation District Printed on 3/3/2026Page 3 of 3 powered by Legistar™ ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4807 Agenda Date:3/11/2026 Agenda Item No:3. FROM:Robert Thompson, General Manager Originator: Jennifer Cabral, Director of Communications SUBJECT: LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2026 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Receive and file the Legislative Affairs Update for the month of February 2026. BACKGROUND The Orange County Sanitation District’s (OC San)legislative affairs program includes advocating for OC San’s legislative interests,sponsoring legislation (where appropriate),and seeking local,state, and federal funding for projects and programs. RELEVANT STANDARDS ·Maintain influential legislative advocacy and a public outreach program ·Build brand, trust, and support with policy makers and community leaders ·Maintain collaborative and cooperative relationships with regulators,stakeholders,and neighboring communities PROBLEM Without a strong advocacy program,elected officials may not be aware of OC San’s mission, programs, and projects, or how they could be impacted by proposed legislation. PROPOSED SOLUTION Continue to work with Local,State,and Federal officials to advocate for OC San’s interests and help identify,create,and monitor legislation and grant opportunities that would benefit OC San,the wastewater industry,and the community.To strengthen relationship building efforts,OC San will continue to engage elected officials through facility tours,one-on-one meetings,and outreach trips to Washington D.C. and Sacramento. Orange County Sanitation District Printed on 3/3/2026Page 1 of 3 powered by Legistar™ File #:2026-4807 Agenda Date:3/11/2026 Agenda Item No:3. RAMIFICATIONS OF NOT TAKING ACTION If OC San does not actively engage with Local,State,and Federal elected officials,legislation could be enacted that negatively impacts OC San and the wastewater industry.Additionally,lack of engagement may result in missed funding opportunities. ADDITIONAL INFORMATION Activities in February: ·On Thursday,February 12,OC San staff and the Federal Lobbyist attended a virtual meeting with Senators Schiff and Padilla.The Senators’staff provided an overview of the federal appropriations process,how to apply for funding,and what to expect for Fiscal Year 2027. The presentation included an overview of Congressionally Directed Spending,Programmatic Funding, and procedures for securing funding for projects in California. ·The Legislative Analyst’s Office reported that the November 2025 Cap-and-Invest auction generated about $844 million,below budget assumptions and down roughly $150 million from last year.Auctions resumed in February 2026,with the results being closely watched to determine whether Greenhouse Gas Reduction Fund revenues stabilize or remain below projections.The outcomes could influence mid-year budget adjustments and future funding availability. Upcoming Activities in March: ·State Legislature:Committees will be meeting throughout the month to hear bills leading up to the Legislative Spring recess slated for March 26. ·OC San federal lobbyists continue to work with congressional committees to advance PFAS liability exemptions for clean water agencies, to prevent potential liability associated with biosolids management. PRIOR COMMITTEE/BOARD ACTIONS N/A CEQA N/A FINANCIAL CONSIDERATIONS All items mentioned are included in OC San’s FY 2025-26 adopted Budget. Orange County Sanitation District Printed on 3/3/2026Page 2 of 3 powered by Legistar™ File #:2026-4807 Agenda Date:3/11/2026 Agenda Item No:3. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Federal Legislative Update ·Federal Matrix ·State Legislative Update ·State Matrix ·Local Legislative Update ·Presentation Orange County Sanitation District Printed on 3/3/2026Page 3 of 3 powered by Legistar™ 1 | P a g e TO: Orange County Sanitation District FROM: Eric Sapirstein DATE: February 20, 2026 SUBJECT: Washington Update Congress continues to address funding for the final Fiscal Year (FY) 2026 spending bill for the Department of Homeland Security (DHS). The effort to find common ground surrounding the funding of ICE and Border Patrol programs remains an obstacle to secure an agreement that could be passed and sent to the president. Congress recessed on Friday, February 13, without reaching an agreement on FY2026 DHS funding and will not return until the week of February 23. As a result, DHS shut down at midnight on February 13. In addition to this activity, most of the congressional activity surrounded votes on tariffs and committee consideration of cybersecurity issues. Two areas of activity of note for OC San during the past month include the introduction of water legislation and a Senate cybersecurity policy review. Effort to Develop DHS Spending Bill Remains in Limbo The House and Senate leadership, at this writing have been unsuccessful in developing a DHS funding and policy compromise that would impose limits on ICE and Border Patrol programs. Specifically, Democratic efforts to limit the use of force, require body cameras, and eliminate the use of masks have been opposed by Senate and House Republicans and the White House. Barring a final agreement, Congress would need to pass another short- term spending agreement to keep the department open. As a result of lawmakers not passing a spending bill, DHS was forced to shut down at midnight on February 13. However, DHS’ immigrations duties are fully funded through the One Big Beautiful Bill that advanced funded $1 billion to support immigration programs. Other agencies, including FEMA, would be effectively shuttered until a new spending agreement can be reached. PFAS Passive Receivers Protection Senator Pete Ricketts (R-NE) has drafted a proposal to provide passive receivers of PFAS, specifically the water, wastewater and biosolids management sectors, with the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) liability protection from third party litigation. 2 | P a g e The need for the legislation is because water and wastewater agencies must treat for PFAS and this action creates site or natural resources cleanup liability under the legal framework of CERCLA. The language was formally submitted to the Senate Committee on Environment and Public Works for committee consideration as part of its ongoing development of a new Water Resources Development Act, clean water, and safe drinking water reauthorization bills. Action on the provision is unlikely until late Spring. Water Recycling and Agriculture Water Savings Legislation Introduced Senator Alex Padilla introduced two bills, the MORE WATER Act (S.3738) and GROW SMART Act (S.3737). Both bills seek to address the declining availability of reliable water supplies in the West and the need for infrastructure modernization. The MORE legislation would renew the large-scale water recycling grants program to support projects with costs in excess of $500 million. It would also authorize assistance to support the development of water conveyance facilities that could support, among other matters, the Delta Conveyance Project. The GROW legislation seeks to establish programs that would support the conservation of agricultural water supplies through incentives provided to irrigation stakeholders. Both bills are expected to receive a hearing in late February before the Senate Committee on Energy and Natural Resources as the first step toward Senate passage. Senate Committee Examines Water Sector’s Cybersecurity Challenges The Senate Committee on Environment and Public Works held a hearing to examine the cybersecurity challenges facing the nation’s water and wastewater sectors. The purpose of the hearing was to receive testimony from cybersecurity experts and water and wastewater trade groups, including Association of Metropolitan Water Agencies, and explore what role the federal government should play to improve the sectors’ cybersecurity vulnerabilities. During the hearing, there was broad bipartisan consensus among Members and witnesses that the water and wastewater sectors lack sufficient cybersecurity protocols within their respective agencies, and that federal action would be helpful to create a baseline level of protection. Committee leadership cautioned, though, such efforts must account for the financial, treatment, and workforce challenges utilities are already managing. Chairwoman Shelley Moore Capito (R-WV) cautioned that one-size-fits-all federal mandate could be overly burdensome and unworkable and could hinder utilities’ ability to make meaningful progress. Ranking Member Sheldon Whitehouse (D-RI) stated the need to increase and expand federal support for agencies’ adoption of cybersecurity protections, which could include rebuilding the federal cyber workforce, increased funding, and reauthorizing the U.S. Environmental Protection Agency’s resilience programs. Members and witnesses agreed that federal cybersecurity mandates should be deliberate and tailored to reflect the varying needs of utilities of different sizes and locations. The committee did not identify next steps, but the hearing reaffirmed that cybersecurity concerns of the nation’s critical infrastructure are a top concern for Congress, including the security of the water and wastewater sectors. Last modified: 02/13/2026 at 07:16 PM EST OC San Federal Legislative Update February 2026 FEDERAL - 119TH CONGRESS S. 1092 WIPPES Act High Priority Support Summary: S.1092 would direct the Federal Trade Commission to estabilsh federal "Do Not Flush" labeling requirements for nonflushable wet wipes packaging. The labeling requirements would be enacted one year after the bill's enactment. The bill mirrors California's state labeling law and is supported by clean water, industry, environmental advocates, and civil engineer stakeholders. House companion legislation is HR 2269. 03/24/2025Introduced: Sen. Jeff Merkley ORSponsor: Latest Actions: 09/19/2025 - Placed on Senate Legislative Calendar under General Orders. Calendar No. 166. 09/19/2025 - Committee on Commerce, Science, and Transportation. Reported by Senator Cruz with an amendment in the n... 05/21/2025 - Committee on Commerce, Science, and Transportation. Ordered to be reported with an amendment in the nat... Senate Commerce, Science and Transportation Committees: Committee S. 1092 provides a source control solution to the problem of the flushing of Why it matters: nonflushable wipes that will reduce costs associated with fixing damaged treatment infrastructure for wastewater utilities. The labeling requirements compliment existing "Do Not Flush" labeling state law. Senator Alex Padilla is an original co-sponsor. OC San continues to publicly support the effort and has sent support letters to the delegation this Congress. Outlook: S. 1092 has high potential to be passed by the Senate this Congress based on the Committee on Commerce, Science and Transportation's bipartisan markup of the bill earlier this Spring. The committee's action raises the possibility for S. 1092 will be considered on the Floor under Unanimous Consent FEDERAL - 119TH CONGRESS H.R. 2269 Summary: H.R. 2269 would direct the Federal Trade Commission to estabilsh federal "Do Not Flush" labeling requirements for nonflushable wet wipes packaging. The labeling requirements would be enacted one WIPPES Act High Priority Support year after the bill's enactment. The bill mirrors California's state labeling law and is supported by clean water, industry, environmental advocates, and civil engineer stakeholders. Senate companion legislation is S. 1092. 03/21/2025Introduced: Rep. Lisa McClain MI-09Sponsor: Latest Actions: 06/24/2025 - Received in the Senate. 06/23/2025 - Motion to reconsider laid on the table Agreed to without objection. 06/23/2025 - On motion to suspend the rules and pass the bill Agreed to by voice vote. (text: CR H2852-2853) House Energy and Commerce CommitteeCommittees: H.R. 2269 provides a source control solution to the problem of the flushing Why it matters: of nonflushable wipes that will reduce costs associated with fixing damaged treatment infrastructure for wastewater utilities. The labeling requirements compliment existing "Do Not Flush" labeling state law. Rep. Lou Correa is a co-sponsor. OC San continues to publicly support the effort and has sent support letters to the delegation this Congress. Outlook: H.R. 2269 has high chances of passing the House this session. The legislation has been scheduled to be voted on under suspension on the House Floor the week of June 23. The Committee on Energy and Commerce's bipartisan markup of the bill also infer a bipartisan vote on the Floor. FEDERAL - 119TH CONGRESS H.R. 3898 PERMIT Act No Priority No Stance The PERMIT Act amends the Federal Water Pollution AI Summary: Control Act to streamline water quality standards, improve transparency in criteria development, reduce regulatory burdens, and enhance permitting efficiency for infrastructure and agricultural projects. 06/11/2025Introduced: Rep. Mike Collins GA-10Sponsor: Latest Actions: 12/15/2025 - Received in the Senate and Read twice and referred to the Committee on Environment and Public Works. 12/11/2025 - Motion to reconsider laid on the table Agreed to without objection. 12/11/2025 - On passage Passed by the Yeas and Nays: 221 - 205 (Roll no. 330). House Transportation and Infrastructure Committee, Committees: House Transportation and Infrastructure Committee Water Resources and Environment Subcommittee, Senate Environment and Public Works Committee H.R. 3898 represents a comprehensive Clean Water Act permitting reform Why It Matters: bill. Key provisions: Outlook. The House is expected to consider H.R. 3898 this Fall. Passage is highly likely as many of the bill's provisions passed the House during the last Congress. This included ten year permits. FEDERAL - 119TH CONGRESS H.R. 2093 To amend the Federal Water Pollution Control Act with respect to permitting terms, and for other purposes. High Priority Support Summary: H.R. 2093 would amend the Clean Water Act's permitting provisions to allow for delegated states or USEPA to issue ten year National Permit Discharge Eliminate System (NPDES) permits. The bill, if enacted, would extend current terms from five years. 03/14/2025Introduced: Rep. Ken Calvert CA-41Sponsor: Latest Actions: 03/14/2025 - Referred to the Subcommittee on Water Resources and Environment. 03/14/2025 - Referred to the House Committee on Transportation and Infrastructure. 03/14/2025 - Introduced in House House Transportation and Infrastructure Committee, Committees: House Transportation and Infrastructure Committee Water Resources and Environment Subcommittee H.R. 2093 amends the NPDES permit term to align with the current project Why it matters: construction timeline realities for water utilities and help reduce costs associated with permit renewals for both utilities and state regulators. H.R. 2093 provides this while preserving existing permit reopener provisions to ensure environmental protections are upheld. Outlook: H.R. 2093 has the potential to advance this Congress. Committee majority staff support the bill's policy intent and has expressed the desire to pursue last year's Creating Confidence Clean Water Permitting Act (HR 7023)again this Congress, which included H. R. 2093's permit extension language. H.R. 7023 passed the House in the 118th Congress. mandated 10 year NPDES permits codification of exemption from WOTUS definition for wastewater and water storage facilities expedited review and approval of section 404 permit applications ten year general permits for dredge and fill activities with requirement for 2 year advanced notification if permit not to be renewed water quality certification reviews limited to project impacts on water quality The legislation would provide important protection to water and wastewater Why It Matters: agencies against third party litigation seeking to secure cost contributions for cleanups that involve PFAS contamination. Absent an explicit liability protection provision such agencies would be exposed to liability simply because an agency treated water and wastewater that contained PFAS chemicals and disposed of residuals and biosolids. Outlook: H.R. 1267 represents a placeholder bill to address the water sector's concerns over the potential liability created by USEPA's designation of PFAS as a hazardous substance under CERCLA. Both the House and Senate committees with jurisdiction over CERCLA have expressed interest in addressing PFAS liability. However, any significant legislative activity is expected to await USEPA's recommendations on how to address passive receivers liability created by the PFAS designation. FEDERAL - 119TH CONGRESS H.R. 1265 To amend the Save Our Seas 2.0 Act to expand eligibility for certain wastewater infrastructure grants, and for other purposes. No Priority No Stance Summary: H.R. 1265 aims to expand eligibility for certain wastewater infrastructure grants under the Save Our Seas 2.0 Act12. This expansion would allow communities and projects to qualify for federal funding, which can be used to improve and modernize wastewater treatment facilities. By increasing access to these grants, the bill seeks to enhance the capacity of wastewater management systems to handle pollutants, reduce environmental impacts, and support public health. This could lead to more efficient and effective wastewater treatment processes, ultimately contributing to cleaner waterways and a healthier environment. 02/12/2025Introduced: Del. Eleanor Holmes Norton DC-At LargeSponsor: FEDERAL - 119TH CONGRESS H.R. 1267 Water Systems PFAS Liability Protection Act High Priority Support The Water Systems PFAS Liability Protection Act AI Summary: exempts water and wastewater treatment facilities from CERCLA liability for releases of certain perfluoroalkyl and polyfluoroalkyl substances, provided they comply with applicable laws and regulations. 02/12/2025Introduced: Rep. Marie Gluesenkamp Perez WA-03Sponsor: Latest Actions: 02/12/2025 - Referred to the Subcommittee on Water Resources and Environment. 02/12/2025 - Referred to the Committee on Energy and Commerce, and in addition to the Committee on Transportation an... 02/12/2025 - Referred to the Committee on Energy and Commerce, and in addition to the Committee on Transportation an... House Energy and Commerce Committee, House Committees: Transportation and Infrastructure Committee, House Transportation and Infrastructure Committee Water Resources and Environment Subcommittee Latest Actions: 04/01/2025 - Referred to the Subcommittee on Water Resources and Environment. 02/12/2025 - Referred to the House Committee on Transportation and Infrastructure. 02/12/2025 - Sponsor introductory remarks on measure. (CR E120) House Transportation and Infrastructure Committee, Committees: House Transportation and Infrastructure Committee Coast Guard and Maritime Transportation Subcommittee, House Transportation and Infrastructure Committee Water Resources and Environment Subcommittee FEDERAL - 119TH CONGRESS H.R. 1285 Water Infrastructure Subcontractor and Taxpayer Protection Act of 2025 No Priority No Stance Summary: H.R. 1285 would amend the Water Infrastructure Finance and Innovation Act of 2014. The key points: Payment and Performance Security Requirements: The bill establishes new requirements for payment and performance security for projects funded under the act. Project Funding: Ensure that projects financed through the Water Infrastructure Finance and Innovation Act have adequate financial safeguards.H.R. 2093 would amend the Clean Water Act's permitting provisions to allow for delegated states or USEPA to issue ten year National Permit Discharge Eliminate System (NPDES) permits. The bill, if enacted, would extend current terms from five years 02/13/2025Introduced: Rep. Mike Bost IL-12Sponsor: Latest Actions: 02/13/2025 - Referred to the Subcommittee on Water Resources and Environment. 02/13/2025 - Referred to the Committee on Transportation and Infrastructure, and in addition to the Committee on Ene... 02/13/2025 - Referred to the Committee on Transportation and Infrastructure, and in addition to the Committee on Ene... House Energy and Commerce Committee, House Committees: Transportation and Infrastructure Committee, House Transportation and Infrastructure Committee Water Resources and Environment Subcommittee FEDERAL - 119TH CONGRESS H.R. 2344 Water ISAC Threat Protection Act No Priority No Stance Summary: Would establish a program to enhance the preparedness and resilience of drinking water and wastewater systems against various threats. The bill's primary focus is on safeguarding these critical utilities from risks such as natural disasters, cyberattacks, and other vulnerabilities that could disrupt essential water services. 03/25/2025Introduced: Rep. Jan Schakowsky IL-09Sponsor: Latest Actions: 03/25/2025 - Referred to the Subcommittee on Water Resources and Environment. 03/25/2025 - Referred to the Committee on Transportation and Infrastructure, and in addition to the Committee on Ene... 03/25/2025 - Referred to the Committee on Transportation and Infrastructure, and in addition to the Committee on Ene... House Energy and Commerce Committee, House Committees: Transportation and Infrastructure Committee, House Transportation and Infrastructure Committee Water Resources and Environment Subcommittee FEDERAL - 119TH CONGRESS S. 857 Water Conservation Rebate Tax Parity Act No Priority No Stance Summary: Amends federal tax law so that homeowners would not need to pay income tax when they receive rebates from water utilities for water conservation and water runoff management improvements. S. 857. 03/05/2025Introduced: Sen. John Curtis UTSponsor: Latest Actions: 03/05/2025 - Read twice and referred to the Committee on Finance. 03/05/2025 - Introduced in Senate Senate Finance CommitteeCommittees: FEDERAL - 119TH CONGRESS S. 1118 Water Intelligence, Security, and Cyber Threat Protection Act of 2025 No Priority No Stance Summary: S. 1118 would provide funding and additional access for clean water and wastewater utilities to become members of the Water Information Sharing and Analysis Center (WaterISAC). The WaterISAC is a critical source of information and best practices for water systems to protect against, mitigate, and respond to threats. House Companion bill H.R. 2344. Endorsed by American Water Works Association, Association of Metropolitan Water Agencies, National Association of Clean Water Agencies, National Association of Water Companies, and Water Environment Federation. 03/25/2025Introduced: Sen. Ed Markey MASponsor: Latest Actions: 03/25/2025 - Read twice and referred to the Committee on Environment and Public Works. 03/25/2025 - Introduced in Senate Senate Environment and Public Works CommitteeCommittees: This report was created using POLITICO's Policy Intelligence Assistant. This report is for informational purposes only. The views and opinions presented do not necessarily reflect those of POLITICO LLC. FEDERAL - 119TH CONGRESS H.R. 3184 PFAS Alternatives Act No Priority No Stance The bill establishes a research and training program to AI Summary: develop PFAS-free turnout gear for firefighters, supporting innovation and safer protective equipment through grants and partnerships. 05/05/2025Introduced: Rep. Debbie Dingell MI-06Sponsor: Latest Actions: 05/06/2025 - Referred to the Subcommittee on Water Resources and Environment. 05/05/2025 - Referred to the Committee on Science, Space, and Technology, and in addition to the Committee on Transp... 05/05/2025 - Referred to the Committee on Science, Space, and Technology, and in addition to the Committee on Transp... House Science, Space and Technology Committee, Committees: House Transportation and Infrastructure Committee, House Transportation and Infrastructure Committee Water Resources and Environment Subcommittee To: Orange County Sanitation District From Townsend Public Affairs Date: February 20, 2026 Subject: February Legislative Monthly Report California has moved deeper into the second year of its two-year legislative session, with attention focused on key procedural deadlines, the road to the 2026 election cycle, and an eventual transition from Governor Gavin Newsom’s administration. The February 20 bill introduction deadline will mark another major milestone as lawmakers unveil new proposals for the final year of the session. At the same time, the Legislature and Administration continue budget negotiations amid a growing deficit, while advancing policy priorities related to housing production, affordability, and public health. Policymakers are also working through the implementation of prior reforms and navigating ongoing fiscal and federal policy pressures, setting the stage for a consequential close to the session. February 20 also marked the deadline for the introduction of new legislation for the 2026 legislative session, and lawmakers brought forward a significant number of proposals in advance of the cutoff. On February 24, the Assembly Water, Parks, and Wildlife Committee held an informational hearing focused on the efficiency of large Commercial, Industrial, and Institutional (CII) water users, underscoring the Legislature’s continued attention to urban conservation and long-term water demand strategies. The hearing examined existing efficiency requirements, implementation and reporting challenges, and potential opportunities to enhance conservation among high-volume users. Lawmakers reviewed how improved CII performance aligns with broader statewide water resilience objectives and compliance with established urban water use standards. CALIFORNIA ADVOCACY • FEDERAL ADVOCACY • GRANT WRITING Sacramento • Washington, D.C. Northern California• Central California• Southern California MONTHLY LEGISLATIVE UPDATE STATE UPDATE FROM DROUGHT TO RECOVERY: STORM IMPACTS HIGHLIGHT STATE’S WATER RESILIENCE INVESTMENTS Page 2 Governor Newsom recently announced that winter storms have significantly improved California’s water conditions, with the U.S. Drought Monitor reporting that the state is no longer in drought, and highlighted this development as evidence of progress under California’s broader water resilience strategy. California officials announced that recent winter storms have substantially improved statewide hydrologic conditions, with the U.S. Drought Monitor indicating that the state is no longer experiencing drought conditions. The announcement was framed within the Administration’s broader Water Resilience Strategy, which emphasizes long-term system reliability in the face of increasingly volatile precipitation patterns. The Governor’s Office highlighted strong reservoir recovery, improved snowpack levels, and enhanced groundwater recharge resulting from successive storm events. State agencies credited ongoing investments in stormwater capture, groundwater sustainability implementation under Sustainable Groundwater Management Act, and expedited water infrastructure projects for improving the state’s ability to retain and manage high-flow events. Officials also pointed to continued progress on storage expansion, conveyance modernization, water recycling, and conservation initiatives designed to reduce structural vulnerability during dry cycles. Importantly for local and regional water suppliers, the Administration underscored that current hydrologic improvements do not eliminate long-term supply challenges. The state reiterated that climate-driven variability—characterized by more intense storms and longer dry periods— requires continued focus on system flexibility, diversified portfolios, and accelerated project delivery. Agencies were encouraged to leverage wet-year conditions to maximize recharge, advance capital projects, and strengthen drought contingency planning. While the near-term outlook reflects improved supply conditions, the broader policy message remains centered on resilience: maintaining momentum on infrastructure investments, groundwater sustainability, water use efficiency, and interagency coordination to ensure reliability during future drought periods. PROPOSED AMENDMENTS TO CAP-AND-INVEST REGULATIONS The California Air Resources Board has released proposed amendments to the state’s Cap-and- Invest program, implementing recent legislation that extends the program through 2045. The proposal maintains a declining, economy-wide emissions cap aligned with California’s long-term climate and carbon-neutrality goals, while still supporting a market-based structure of allowance auctions, trading, and compliance obligations. Auction proceeds will continue to support the Greenhouse Gas Reduction Fund and related climate investments outlined in the recent reauthorization. Notable regulatory changes include updated allowance budgets for post-2026 compliance periods, revisions to cost-containment tools such as price ceilings and allowance reserves, and technical updates to market participation and compliance rules. The proposal also refines allowance allocation methodologies, particularly for industrial sources, to address emissions leakage and competitiveness concerns, while incorporating adjustments related to biomass fuels, limited exemptions, and specific technologies. Updates to the offset program are intended to strengthen environmental integrity through revised eligibility, monitoring, and verification requirements. Page 3 The release of the amendments evaluates economic, environmental, and equity impacts through a regulatory impact analysis, concluding that the amendments will deliver sustained greenhouse gas reductions while managing cost and competitiveness impacts on businesses and ratepayers. With upcoming auctions, the proposed amendments seem to signal a more modest approach to temper markets while the state allocates the first round of funding post-reauthorization. TPA continues to engage on this program for potential innovative biosolids management funding for OC San. OC San State Bills of Interest BILL AUTHOR SUMMARY LATEST ACTION OC SAN POSITION LEGISLATIVE PLAN RECOMMENDED POSITION OTHER POSITIONS AB 35 Alvarez [D]This legislation, would exempt the adoption of regulations needed to effectuate or implement programs of the act from the requirements of the Administrative Procedure Act (APA). The bill would require a state entity that receives funding through Proposition 4 to administer a competitive grant program established using the Administrative Procedure Act exemption to do certain things, including develop draft project solicitation and evaluation guidelines and to submit those guidelines to the Secretary of the Natural Resources Agency, except as provided. The bill would require the Secretary of the Natural Resources Agency to post an electronic form of the guidelines submitted by a state entity and the subsequent verifications on the Natural Resources Agency’s internet website. In Senate Rules Committee waiting assignment Watch Legislative and Regulatory Policies: Grant Funding: Oppose proposals placing further requirements on grant recipients that return low value for high administrative costs Support ACC-OC - NYC LOCC - Support CASA - Support CSDA - NYC ACWA - Support AB 634 Gonzalez [R]The legislation intends to add tianeptine to the Schedule I category of controlled substances, reflecting the highest level of legal restriction. This action is intended to limit the potential misuse and abuse of the substance by prohibiting its manufacture and sale unless explicitly allowed. The bill emphasizes the importance of this classification to curb the substance's availability and mitigate associated risks to public health. In Senate Rules Committee waiting assignment Watch Legislative and Regulatory Policies Source Control: Support legislation, regulations, and funding assistance that would lead to decreased introduction of microplastics, and other contaminants of concern discharged into the sewer system. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC AB 643 Wilson [D]AB 643 mandates a 75 percent reduction in organic waste disposal to landfills by 2025 to combat methane emissions. The bill tasks the Department of Resources Recycling and Recovery, along with the State Air Resources Board, with formulating associated regulations. Local jurisdictions are empowered to utilize organic materials as agricultural soil amendments to meet these goals, provided they follow specific guidelines. This approach aims to enhance California's climate resilience through sustainable waste management practices. In Senate Rules Committee waiting assignment Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - Watch CASA - Support in concept CSDA - Watch ACWA - NYC AB 1198 Haney [D]Beginning July 1, 2027, changes in prevailing wages by the Director of Industrial Relations will affect contracts awarded or announced after this date. Affected parties can request a review within 20 days, with a final decision issued within 20 days thereafter. Certain housing projects are exempt from these updates. In Senate Rules Committee waiting assignment Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - Oppose CASA - Watch CSDA - NYC ACWA - NYC AB 1383 McKinnor [D]AB 1383 revises the pensionable compensation limits for public retirement systems in accordance with federal guidelines starting January 1, 2027. It introduces new retirement formulas for safety members, allowing for collective bargaining agreements to adjust these formulas. This bill supports the alignment of state retirement benefits with federal standards and facilitates negotiation over pension terms. In Senate Rules Committee waiting assignment Watch Legislative and Regulatory Policies: Labor Relations/Human Resources: Oppose any measure that imposes upon local government mandated employee benefits that are more properly decided at the local bargaining table ACC-OC - NYC LOCC - Oppose CASA - NYC CSDA - NYC ACWA - NYC AB 1617 Alanis [R]AB 1617 requires public agencies and contractors handling household hazardous waste to submit the Form 303 Household Hazardous Waste Collection Report annually for the prior calendar year, aligning the reporting period with the calendar year. This shift aims to improve the consistency and accuracy of hazardous waste tracking Referred to Assembly Environmental Safety Committee Watch Legislative and Regulatory Policies: Biosolids, Organics, and Biogas: Limit redundant reporting requirements on organics, recyclable material, and solid waste. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC Proposed Legislation 2026 High Priority OC San State Bills of Interest BILL AUTHOR SUMMARY LATEST ACTION OC SAN POSITION LEGISLATIVE PLAN RECOMMENDED POSITION OTHER POSITIONS AB 1710 Carrilo [D]AB 1710 redefines the criteria for "ordinances, policies, and standards" within housing development, adding materials, requirements, and standards imposed by other public agencies. It mandates compliance with existing plans and standards at the time of a preliminary application. The bill aligns with the Permit Streamlining Act, requiring projects considered for housing developments or emergency shelters to meet consistency and compliance evaluations. This bill enforces a state-mandated local program impacting all cities, including charter cities, and affects provisions for mandated cost reimbursements to local agencies. To be heard on March 7 Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - Not Favor Unless Amended AB 1729 Lee [D]AB 1729 revises existing telecommuting provisions by introducing the term "telework" and mandates the Department of General Services to create a dashboard documenting the benefits and savings of state telework programs. Each state agency must evaluate its telework program every 10 years to ensure alignment with operational needs and workforce goals. This bill is labeled an urgency statute for immediate effect and only impacts state agencies. To be heard on March 8 Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC SB 239 Arreguin [D]Current law, until January 1, 2026, authorizes specified neighborhood city councils to use alternate teleconferencing provisions related to notice, agenda, and public participation, as prescribed, if, among other requirements, the city council has adopted an authorizing resolution and 2/3 of the neighborhood city council votes to use alternate teleconference provisions, as specified. This bill would authorize a subsidiary body, as defined, to use alternative teleconferencing provisions and would impose requirements for notice, agenda, and public participation, as prescribed. The bill would require the subsidiary body to post the agenda at the primary physical meeting location. The bill would require the members of the subsidiary body to visibly appear on camera during the open portion of a meeting that is publicly accessible via the internet or other online platform, as specified. Held in the Assembly Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - Sponsor CASA - NYC CSDA - Support ACWA - Favor Legend: ACC-OC - Association of California Cities, Orange County LOCC - League of California Cities NYC - Not Yet Considered CASA - California Association of Sanitation Agencies ACWA - Association of California Water Agencies                                                                                                                                       CSDA - California Special Districts Association 1 | P age TO: Orange County Sanitation District FROM: Whittingham Public Affairs Advisors DATE: February 20, 2026 SUBJECT: Local Legislative Report Following are a few of the more notable developments and issues that have transpired in Orange County over the last several weeks: • The County Board of Supervisors engaged in a lengthy discussion at their February 10 meeting regarding the proposed expansion of Prima Deshecha Landfill’s capacity. A planned virtual community meeting regarding the project was cancelled after numerous calls and emails were received from residents near the landfill, which is adjacent to Avenida La Pata just south of San Juan Hills High School. The proposed increase in the cap on tonnage at Prima Deschecha, which was originally established in 1976, is necessary to meet demand with the imminent closure of the County’s Olinda Alpha Landfill east of the 57 Freeway above Brea. • The proposed Waste Infrastructure System Enhancements (WISE), Organic Services, and Disposal Fees and Rates Agreements between the County of Orange and a coalition of cities and sanitation districts were approved by the Board of Supervisors at its meeting on January 27. Each jurisdiction will now work to complete their respective Prop 218 hearings prior to the new fees going into effect July 1, 2026. The tiered rates for the WISE agreements will start at $67/ton in FY 26-27, increasing to $74/ton in 27-28, $81/ton in 28-29, and $81 + Consumer Price Index in Year four. • Phase II of Orange County’s Climate Action Plan, (CAP) a comprehensive roadmap detailing potential projects and programs to reduce greenhouse gas and other emissions from various sources, will now come before the Board of Supervisors on February 24. Key initiatives within the CAP included increasing stormwater capture and infiltration, reducing the amount of organic waste going to landfills by 75 percent and improving edible food recovery by 20 percent, and exploring the feasibility of regional anaerobic digestion and conversion technology facilities. The County is required to have a completed CAP in order to apply for and secure Proposition 4 grants for these targeted programs. 2 | P age • The Board of Supervisors voted to reelect 4th District Supervisor Doug Chaffee to serve as Chair for 2026, with 5th District Supervisor serving as Vice Chair for a second consecutive year. Chair Chaffee is termed out of office at the end of the year and there are currently four candidates seeking the seat: Fullerton Mayor (Metropolitan Water District of Southern California and Orange County Water District Board Member) Fred Jung, Buena Park Mayor Connor Traut, La Habra Councilmember Rose Espinosa, and OC Board of Education Trustee Tim Shaw. • Orange County Local Agency Formation Commission (OC LAFCO) reorganized its leadership at its January 14 meeting, unanimously selecting Mission Viejo Mayor Wendy Bucknum to serve as Chair and Mesa Water District Board member Jim Fisler as Vice Chair for 2026. • In addition, a number of OC LAFCO Commissioners will be up for reelection this year. County Supervisor Don Wagner (who is currently the only County Supervisor serving on LAFCO) is expected to be reappointed by the Board of Supervisors at its January 27 meeting; Yorba Linda City Council member Peggy Huang as one of the two City representatives (the election of which is handled by the City Selection Committee); Derek McGregor as the Public Member (appointed by the other LAFCO Commissioners); and Special District Commissioners Doug Davert (East Orange County Water District), and Alternate Commissioner Kathryn Freschley of El Toro Water District. OC LAFCO will be emailing notification letters to each Special District by March 9, with nominations and declarations for interested candidates due by April 13; ballots will be emailed to each special district presiding officer by May 4, with ballots due back to OC LAFCO by June 8. Results will be announced on June 15, and the Oath of Office will be administered at the July 8 OC LAFCO meeting. • CalOptima Health CEO Michael Hunn, who oversees the County’s $4 billion health care plan that serves nearly one in every three Orange County residents, announced he will be retiring at the end of the year. Hunn assumed the CEO role in 2021 and has navigated the agency through a number of controversies related to the former Chair of the CalOptima Board of Directors, Andrew Do, who is currently serving a five-year federal prison sentence. • The Orange County Power Authority (OCPA) is suing the county for nearly $1 million in costs it says are associated with the Board of Supervisors’ decision to withdraw from the agency. The OCPA lawsuit alleges the county failed to pay $913,360 in expenses incurred by its exit from the authority, and that OCPA purchased electricity for “anticipated customers within the unincorporated area of the county for November and December in 2023.” Amidst state and local audits into OCPA’s contract management and pricing strategies, the Board of Supervisors voted 3-2 in December of 2022 to remove the county’s unincorporated areas from the authority. The Board had voted to join the OCPA’s community choice aggregation program only a year earlier. 3 | P age • The Newport Beach City Council voted to rescind a General Plan Amendment (GPA) approved last October related to the proposed redevelopment of a portion of the Newport Beach Golf Course to allow construction of the Snug Harbor Surf Park. A Newport Beach resident had submitted a petition containing the required number of signatures to force either the rescission or a public vote on the GPA, which would have allowed an increased density on the parcel; the surf park is still expected to move forward under entitlements approved by the City Planning Commission and City Council, albeit with a smaller clubhouse and facilities. As part of our scope of work, Whittingham Public Affairs Advisors has continued to monitor the various City Council agendas and highlighted issues and items of relevance to OC San. We also continue to monitor activities at the South Coast Air Quality Management District, Orange County Water District, and South Orange County Wastewater Authority. It is a pleasure to work with you and to represent the Orange County Sanitation District. Sincerely, Peter Whittingham 3/3/2026 1 FEDERAL UPDATE ER I C S A P I R S TE I N E N S RE S O U R CE S March 11, 2026 1 PRESENTED TO: A D M I N I S T RA T I O N C O M M I TT E E ISSUES Legislative Priorities: Fiscal Year 2027 Budget, Clean Water and Infrastructure, Per- and Polyfluoroalkyl Substances (PFAS) Liability, Biosolids Management Executive Branch–U.S. Environmental Protection Agency (U.S. EPA) and U.S. Department of Agriculture Mid-Term Election Impacts—Lame Duck Session 2 1 2 3/3/2026 2 LEGISLATIVE PRIORITIES SECOND SESSION - 119TH CONGRESS 3 Fiscal Year 2027 Appropriations and President’s Budget RequestUSEPA Funding U.S. Department of Agriculture U.S. Department of Health and Human Services (MAHA) Clean Water Policy State Revolving Loan Fund/Water Infrastructure Finance and Innovation Act Permit Reforms PFAS Flushable Wipes PFAS Liability Exemptions Water Sector REGULATORY PRIORITIES 4 USEPA Establishes PFAS Inter-Agency Coordinating Group USEPA Rewrites PFAS Rules: Litigation USEPA and USDA Continue Research into PFAS and Soil Health Draft Risk Assessment Model Review and Finalization Department of Health and Human Services Impacts and Focus on Make America Healthy Again PFAS Treatment and Disposal Survey Update Industrial Discharge Effluent Limitations Guidelines Streamline National Environmental Policy Act Studies: Expedite Projects and Limit “bites of the apple” 3 4 3/3/2026 3 MID-TERM ELECTION POLICYMAKING CONSEQUENCES 5 Limited time to move final legislation due to Mid-Term Elections Spring and Summer Dedicated to Developing Key Legislation in Each Chamber Lame Duck Highly Probable: Outcome Rests on Election Results Key Lame Duck Focus: Infrastructure Clean Water Act Water Resources Development Act Transportation Reauthorization Water Infrastructure Modernization Act California Water Disaster Assistance (FEMA) Rewrite PFAS Liability MID-TERM OUTLOOK House Majority Redistricting Clouds Crystal Ball OC San Delegation Largely Stable, With One Seat Undetermined Senate Majority in Flux 50/50 Senate Potential Impact on Legislative Activity 5 6 3/3/2026 4 Eric Sapirstein President Sarah Sapirstein Executive Vice President 1367 Connecticut Avenue, N.W. Suite 310 Washington, D.C. 20036 WWW.ENSRESOURCES.COM 7 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4812 Agenda Date:3/11/2026 Agenda Item No:4. FROM:Robert Thompson, General Manager Originator: Jennifer Cabral, Director of Communications SUBJECT: PUBLIC AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2026 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Receive and file the Public Affairs Update for the month of February 2026. BACKGROUND Included in this report are recent activities of interest,managed by the Public Affairs Office for the month of February 2026. RELEVANT STANDARDS ·Maintain influential legislative advocacy and a public outreach program ·Maintain collaborative and cooperative relationships with regulators,stakeholders,and neighboring communities ·Listen to and seriously consider community input on environmental concerns PROBLEM The Orange County Sanitation District (OC San)is a distinguished entity in the water/wastewater industry.Despite our industry recognition,there may be limited awareness among our customers regarding the pivotal role we play in protecting public health and the environment.The absence of direct communication through a billing method may contribute to this gap in knowledge. It is our responsibility to ensure that our ratepayers understand the vital services we provide.Many customers may not realize that improper waste disposal into the sanitation system can adversely impact our sewer lines,reclamation plants,and the quality of water supplied through the Groundwater Replenishment System (GWRS).By enhancing communication channels and fostering understanding,we aim to bridge the gap and empower our ratepayers with the knowledge needed to support and appreciate the essential work we undertake for the well-being of our community and the environment. Orange County Sanitation District Printed on 3/4/2026Page 1 of 4 powered by Legistar™ File #:2026-4812 Agenda Date:3/11/2026 Agenda Item No:4. PROPOSED SOLUTION By providing tours,community outreach,education,and general communication via OC San’s website,social media,and direct mailings,we can share information with the community,local agencies,and businesses on our messaging such as the What2Flush program,energy production, water recycling,biosolids,and our source control program.This,in turn,helps improve the quality of wastewater that is recycled or released to the ocean and the knowledge and understanding of wastewater treatment. RAMIFICATIONS OF NOT TAKING ACTION Failing to inform the community,local agencies,and businesses about OC San might result in insufficient support for our mission and hinder our effectiveness. PRIOR COMMITTEE/BOARD ACTIONS December 2025 -Received and filed the Public Affairs Strategic Plan for Fiscal Years 2024-2026 Mid -Year Update. July 2025 -Received and filed the Fiscal Year 2024-2025 Year-End Update to the Public Affairs Strategic Plan (FY 2024-2026). December 2024 -Received and filed the Public Affairs Strategic Plan for Fiscal Years 2024-2026 Mid -Year Update. June 2024 - Received and filed the Public Affairs Strategic Plan for Fiscal Years 2024-2026. ADDITIONAL INFORMATION Activities in February: Outreach Report An outreach report that includes tours,website updates,social media posts,construction notifications, speaking engagements, and more is attached to this Agenda Report. Social Media - through February 23 OC San messaging,announcements,and program updates are posted across OC San’s social media platforms. Our social media handle is @OCSanDistrict. ·Facebook: 15 posts reaching 6.3k people ·X: 14 posts reaching 343 people ·Instagram: 17 posts reaching 6.9k people ·LinkedIn: 3 posts reaching 2k people ·Nextdoor: 2 posts reaching 16.3k people Presentations and Outreach Events In February staff hosted five tours welcoming groups from Pacific Academy High School,Bassett Adult School,California State University Long Beach School of Nursing,and a Headquarters tour for Cal Poly Pomona students.We also had several speaking engagements including the Fountain Orange County Sanitation District Printed on 3/4/2026Page 2 of 4 powered by Legistar™ File #:2026-4812 Agenda Date:3/11/2026 Agenda Item No:4. Cal Poly Pomona students.We also had several speaking engagements including the Fountain Valley Guidevisement Day at Fountain Valley High School,Career Day at Meadow Green Elementary,and a presentation for the Amigo Viejos community group in Newport Beach.Assistant General Manager Lorenzo Tyner attended the Midway Sanitary District’s Open House and Jennifer Cabral, Director of Communications, attended the City of Newport Beach’s Mayor dinner. OC San Film Screening OC San hosted a film screening for “Unless Something Goes Terribly Wrong”on Tuesday,February 24 at OC San Headquarters.Over 150 people attended to watch the film.The screening was followed by a panel Q&A,and a smaller group had the opportunity to tour Plant No.1.The film focuses on water sustainability,and the essential role wastewater infrastructure plays in protecting public health and the environment. Wastewater 101 Citizens’ Academy Winter 2026 Session In February,two sessions of the Citizens’Academy were held.The final session will be in March, followed by an optional in-person tour and graduation at the Board of Directors meeting on March 25. For more information on future academies, visit www.ocsan.gov/wastewater101. Show Your Love for OC San Art Contest OC San launched its first-ever art contest allowing employees to “Show Your Love for OC San”by submitting original artwork that captures the often-unseen beauty of OC San's infrastructure.The submission period was open for two weeks followed by a judging period for staff to vote for their favorite piece.The top three entries that receive the most votes will be displayed in the Headquarters lobby starting March 18 through March 31.Please stop by and enjoy the beauty of OC San. Internal Communication (as of February 23) Over the course of the month,there were 24 posts on the employee intranet -The San Box,and four emails were distributed to staff on relevant weekly topics through our Three Things to Know email. Additionally, the employee newsletter,The Pipeline, was published at the end of February. Construction Outreach Update Outreach efforts for OC San construction activities are ongoing throughout the service area.Updates were shared for projects taking place in the cities of Orange,Cypress,La Palma,Los Alamitos,Costa Mesa,Newport Beach,and Huntington Beach through our website,printed content,and email and text alerts.OC San also works with the respective cities to share construction updates via city publications and social media. For details on each project, visit www.ocsan.gov/construction. Activities in March: Social Media OC San continues to share messaging across the various social media platforms.This messaging aligns with OC San’s overall communications and includes timely,relevant content,such as rain- focused messaging during the wet weather season. March Retirement Celebration On March 18,OC San will host a celebration in the Headquarters courtyard for all employees retiring. This will give staff an opportunity to share stories and send off our dedicated employees with a Orange County Sanitation District Printed on 3/4/2026Page 3 of 4 powered by Legistar™ File #:2026-4812 Agenda Date:3/11/2026 Agenda Item No:4. heartfelt goodbye. Retirees are also invited to attend. Presentations & Outreach OC San has 12 scheduled tours for the month of March.We hope to welcome a variety of groups including Cal State Fullerton,Estancia High School,Canyon High School,Huntington Beach High School,Fullerton College,El Toro/Saddleback Valley students,a general public tour,and the graduates of Wastewater 101.Staff will also participate in a Career Day at Cerro Villa Middle School, attend and participate at a Construction Networking panel,and at the Orange County Science and Engineering Fair. Construction Outreach OC San will continue sharing construction project updates using our various communication methods to keep the community informed. Project details are available at www.ocsan.gov/construction. CEQA N/A FINANCIAL CONSIDERATIONS All items mentioned are included in OC San’s FY 2024-25 and FY 2025-26 Budget. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Outreach and Media Report for February 2026 ·Presentation Orange County Sanitation District Printed on 3/4/2026Page 4 of 4 powered by Legistar™ Outreach and Media Summary February 2026 OC San Public Affair s Of f ice Table of Contents OUTREACH REPORT…………………………………………………………PAGE 1 FACEBOOK POSTINGS ……………………………………………...............PAGE 3 TWITTER POSTINGS …………………………………………………………PAGE 4 INSTAGRAM POSTINGS………………………………………………………PAGE 5 LINKEDIN POSTINGS………………………………………………………....PAGE 6 NEXTDOOR POSTINGS……………………………………………………………………..PAGE 7 NEWS ARTICLES……………………………………………………………………………. PAGE 8 Outreach Report February 2026 Date Tours Attendees 2/9/26 Pacific Academy High School 9 Halverson/Jenna 2/14/26 Bassett Adult School 12 Shabbir Basrai 2/17/26 Cal State Long Beach 27 2/18/26 Cal State Long Beach 27 2/18/26 Cal Poly Pomona 20 Date Speaking Engagements/Events Attendees 2/4/26 700 Rivas/ Belen Carrillo 2/12/26 Wastewater 101 Session #2 55 Kawamoto/ Tom Meregillano/ Belen 2/13/26 Newport Beach Mayors Dinner 100 2/14/26 Midway City Sanitation Open House 100 2/20/26 Career Day- Meadow Green Elementary 30 2/24/26 Documentary Screening at HQ 150 2/26/26 Wastewater 101 Session #3 57 Belen Carrillo/ Kelly Newell / April Frost/ Ernest Savedra/ Project Area Outreach Notifications Orange Taft Ave. Sewer Improvement Project 63 page views 1 website post Seal Beach Seal Beach Pump Station 35 page views 1 website post Cypress Cypress Trunk Sewer Project 227 page views 372 email subscribers 2 website posts 1 email alert 1 printed notice 1 1,750 homes and businesses Costa Mesa Along the 405 30 page views 1 website post Costa Mesa Airway-Airport Loop 24 page views 1 website post External Communications Distribution # of People Reached 5 Minutes Per Month February: OC San Invites You to a Film Screening 123 One 50 Website Posts 3 posts 811 views Facebook 15 posts 6.3k reached X 14 tweets 343 reached Instagram 17 posts 6.9k reached LinkedIn 3 posts 2 k reached Nextdoor 2 post 16.3k impressions 2 Post performance - Facebook Pages Data from 01 Feb, 2026 to 23 Feb, 2026 Sources Orange County Sanitation DistrictOD Orange County Sanitation District Feb 20, 16:00OD Meet the ✨Public Aairs Oice ✨ Construction outreach, graphic design, writing, tours…no paper sales, but we are pushing toilet paper over wipes. #GovCommsDay 31 147 310 Orange County Sanitation District Feb 18, 17:25OD Need an excuse to skip the chores? We love the rain, but too much can overload our system. Do your part and wait until the storm passes to do dishes, laundry, or other water-using chores. 9 125 168 Orange County Sanitation District Feb 17, 16:01OD Going up on a Tuesday ⬆🎶 With soil work complete on our Wall and Soil Improvements Project, sections of the new concrete wall are beginning to take shape! This new wall delivers: ✅ Tsunami & seismic event protection ✅… ✅ 26 117 171 Orange County Sanitation District Feb 13, 17:00OD You can't deny that our pickup lines have a certain flow to them. With love, OCSan. If you know, you know. And if you don't, you can! Learn about SupercriticalWater Oxidation (SCWO), Central Power Generation, and more at ocsan.gov.22 117 207 Orange County Sanitation District Feb 12, 23:10OD We heard Cypress has been getting all the attention… so Los Alamitos, it’s yourturn. 😉 Starting Sun., Feb. 22, our night crews will be cleaning the regionalsewer line from Bloomfield St., heading east toward Oak St. (see map above).…9 109 144 Orange County Sanitation District Feb 12, 17:00OD Less than two weeks le 🎬 Join us on February 24 for the OC premiere ofUnless Something Goes Terribly Wrong, a documentary spotlighting America'sessential water professionals. Stay for a live Q&A with the film's director and o… 🎟👉 31 138 1,143 Orange County Sanitation District Feb 11, 19:45OD Celebrating National Women in STEM Day with a throwback to an OC San labtechnician in the ’70s. No matter the decade, we’re proud of the women whosehard work keeps OC San moving forward 🔬✨ 7 106 158 Orange County Sanitation District Feb 10, 18:25OD You’re this close 👌 to finding out where your water goes!💧 Take a joint tourwith OC San and Orange County Water District to see how your water iscollected, treated, and purified through the world-renowned Groundwater…80 220 1,650 Orange County Sanitation District Feb 09, 17:00OD Not all heroes wear capes. Some wear sun hats while maintaining the collection system ☀💧89 179 572 Orange County SanitationDistrict Feb 09, 15:15OD The OC San Administration Committee Meeting (5 PM) will be happening on Wednesday, February 11. You can view the agenda here:2 35 47 Orange County SanitationDistrict Feb 07, 17:35OD The only thing that should be blocked during the game is the other team 🏆 Thegame-winning play? Pour fats, oils, and grease from all those tasty snacks into acan, let it cool, then dispose in the trash. Visit ocsan.gov/FOG for more super…13 99 177 Orange County SanitationDistrict Feb 04, 17:00OD Reality is never scripted 🎥35 190 1,071 Orange County SanitationDistrict Feb 03, 17:45OD Sit back, relax, and enjoy the newest edition of OC San's Community Newsletter 📰 Inside, you'll find: 🚧 Major construction updates on projects in your community 🔎 A special "two truths and a lie" activity 💖 Practical tips on ho… 5 80 97 Orange County SanitationDistrict Feb 02, 16:15OD Next stop: State. 🏆 We're proud to be recognized with two awards by the Santa River Basin Section of California Water Environment Association! 🏆 Plant Operator of the Year - Scott Green 🏆 Gold – Community Engagement &… 33 141 299 Orange County SanitationDistrict Feb 02, 15:27OD The OC San Operations Committee Meeting (5 PM) will be happening on Wednesday, February 4. You can view the agenda here:7 36 53 DATE POST ENGAGEMENT FAN IMPRESSIONS (UNIQUE)REACH 3 Post performance - X Data from 01 Feb, 2026 to 23 Feb, 2026 Sources @OCSanDistrict@ @OCSanDistrict Feb 23, 17:00@ It's Engineers Week😎⚙ Planning, design, project & construction management…if it needs to get done, we're on it. Because world-class projects don't build themselves. https://twitter.com/OCSanDistrict/status/202597919… @OCSanDistrict Feb 20, 16:00@ Meet the ✨Public Aairs Oice ✨ Construction outreach, graphic design, writing, tours…no paper sales, but we are pushing toilet paper over wipes. #GovCommsDay https://twitter.com/OCSanDistrict/status/202487687298773… 5.56%2 36 @OCSanDistrict Feb 18, 17:25@ Need an excuse to skip the chores? We love the rain, but too much can overload our system. Do your part and wait until the storm passes to do dishes, laundry, or other water-using chores. https://twitter.com/OCSanDistrict/status/20241733… 0%0 16 @OCSanDistrict Feb 17, 16:01@ With soil work complete on our Wall and Soil Improvements Project, sections ofthe new concrete wall are taking shape! This new wall delivers: ✅ Tsunami &seismic event protection ✅ Enhanced security ✅ A coastal-inspired design…0%0 24 @OCSanDistrict Feb 13, 17:00@ You can't deny that our pickup lines have a certain flow to them. With Love, OCSan. If you know, you know. And if you don't, you can! Learn about SupercriticalWater Oxidation (SCWO), Central Power Generation, and more at http://ocsan.…3.85%1 26 @OCSanDistrict Feb 12, 23:10@ We heard Cypress has been getting all the attention…so Los Alamitos, it’s yourturn. 😉 Starting Feb. 22, night crews will be cleaning the regional sewer linenearBloomfield St. Work will take place from 8 p.m. – 6 a.m. See more details …0%0 32 @OCSanDistrict Feb 12, 17:00@ Less than two weeks le 🎬 Join us on February 24 for the OC premiere ofUnless Something Goes Terribly Wrong. Stay for a live Q&A with the film'sdirector and our General Manager! 👉 Learn more & reserve your spot: http://…0%0 21 @OCSanDistrict Feb 11, 19:45@ Celebrating National Women in STEM Day with a throwback to an OC San labtechnician in the ’70s. No matter the decade, we’re proud of the women whosehard work keeps OC San moving forward 🔬✨ https://twitter.com/OCSanDis…0%0 17 @OCSanDistrict Feb 10, 18:25@ You’re this close 👌 to finding out where your water goes! Take a joint tour withOC San and @ocwaterdistrict to see how your water is collected, treated, andpurified through the Groundwater Replenishment System! Learn more at http:…14.29%3 21 @OCSanDistrict Feb 09, 17:00@ Not all heroes wear capes. Some wear sun hats while maintaining the collectionsystem ☀💧 https://twitter.com/OCSanDistrict/status/2020905733378744790/photo/1 30%3 10 @OCSanDistrict Feb 07, 17:35@ The only thing that should be blocked during the game is the other team 🏆 Thegame-winning play? Pour fats, oils, and grease from all those tasty snacks into acan, let it cool, then dispose in the trash. Visit http://ocsan.gov/FOG for more…4.35%1 23 @OCSanDistrict Feb 04, 17:00@ Reality is never scripted 🎥 https://twitter.com/OCSanDistrict/status/20190936 47602401706/video/1 0%0 44 @OCSanDistrict Feb 03, 17:45@ Sit back, relax, and enjoy the newest edition of OC San's Community Newsletter 📰 Inside, you'll find: 🚧 Major construction updates 🔎 A special "two truths and a lie" activity 💖 Practical tips on how you can show your pipes some lov… 0%0 29 @OCSanDistrict Feb 02, 16:15@ We're proud to be recognized with two awards by the Santa Ana River Basin Section of @CWEA! 🏆 Plant Operator of the Year - Scott Green 🏆 Gold – Community Engagement & Outreach: Project of the Year (Large) for Wastewat… 4.55%2 44 DATE POST ENGAGEMENT RATE ENGAGEMENTS IMPRESSIONS 4 Post performance - Instagram Business Data from 01 Feb, 2026 to 23 Feb, 2026 Sources ocsandistrictO ocsandistrict Feb 20, 16:00O Meet the ✨Public Aairs Oice ✨ Construction outreach, graphic design, writing, tours…no paper sales, but we are pushing toilet paper over wipes. #GovCommsDay 11.98%0 109 1,194 ocsandistrict Feb 18, 17:25O Need an excuse to skip the chores? We love the rain, but too much can overload our system. Do your part and wait until the storm passes to do dishes, laundry, or other water-using chores. 4.94%0 10 263 ocsandistrict Feb 17, 16:36O (No description)0%0 0 153 ocsandistrict Feb 17, 16:01O Going up on a Tuesday ⬆🎶 With soil work complete on our Wall and SoilImprovements Project, sections of the new concrete wall are beginning to takeshape! This new wall delivers: ✅ Tsunami & seismic event protection ✅… ✅ 11.94%0 20 201 ocsandistrict Feb 16, 19:17O (No description)0%0 0 204 ocsandistrict Feb 13, 17:01O You can't deny that our pickup lines have a certain flow to them. With Love, OCSan. If you know, you know. And if you don't, you can! Learn about SupercriticalWater Oxidation (SCWO), Central Power Generation, and more at ocsan.gov.15.07%0 31 272 ocsandistrict Feb 12, 23:10O We heard Cypress has been getting all the attention… so Los Alamitos, it’s yourturn. 😉 Starting Sun., Feb. 22, our night crews will be cleaning the regionalsewer line from Bloomfield St., heading east toward Oak St. (see map above).…3.74%0 11 615 ocsandistrict Feb 12, 17:00O Less than two weeks le 🎬 Join us on February 24 for the OC premiere ofUnless Something Goes Terribly Wrong, a documentary spotlighting America'sessential water professionals. Stay for a live Q&A with the film's director and o… 🎟👉 7.73%0 10 181 ocsandistrict Feb 11, 19:45O Celebrating National Women in STEM Day with a throwback to an OC San labtechnician in the ’70s. No matter the decade, we’re proud of the women whosehard work keeps OC San moving forward 🔬✨ 8.68%0 18 265 ocsandistrict Feb 10, 18:25O You’re this close 👌 to finding out where your water goes!💧 Take a joint tourwith OC San and @ocwaterdistrict to see how your water is collected, treated,and purified through the world-renowned Groundwater Replenishment Syste…5.3%0 61 1,452 ocsandistrict Feb 09, 17:01O Not all heroes wear capes. Some wear sun hats while maintaining the collection system ☀💧19.05%0 40 315 ocsandistrict Feb 07, 17:35O The only thing that should be blocked during the game is the other team 🏆 Thegame-winning play? Pour fats, oils, and grease from all those tasty snacks into acan, let it cool, then dispose in the trash. Visit ocsan.gov/FOG for more super…5.43%0 7 129 ocsandistrict Feb 06, 20:59O (No description)0%0 0 191 ocsandistrict Feb 06, 00:17O Career Day @fvhsbarons 0%0 0 253 ocsandistrict Feb 04, 17:00O Reality is never scripted 🎥8.61%0 43 743 ocsandistrict Feb 03, 17:45O Sit back, relax, and enjoy the newest edition of OC San's Community Newsletter 📰 Inside, you'll find: 🚧 Major construction updates on projects in your community 🔎 A special "two truths and a lie" activity 💖 Practical tips on ho… 1.96%0 4 204 ocsandistrict Feb 02, 16:15O Next stop: State. 🏆 We're proud to be recognized with two awards by the Santa Ana River Basin Section of @cweamembers! 🏆 Plant Operator of the Year - Scott Green 🏆 Gold – Community Engagement & Outreach: Project of the Yea… 13.01%0 36 292 DATE POST ENGAGEMENT RATE IMPRESSIONS LIKES REACH 5 Post performance - LinkedIn Pages Data from 01 Feb, 2026 to 23 Feb, 2026 Sources Orange County Sanitation DistrictOD Orange County Sanitation District Feb 12, 17:00OD Less than two weeks le 🎬 Join us on February 24 for the OC premiere of Unless Something Goes Terribly Wrong, a documentary spotlighting America's essential water professionals. Stay for a live Q&A with the film's director and o… 🎟👉 5.38%725 9 0 Orange County Sanitation District Feb 03, 17:45OD Sit back, relax, and enjoy the newest edition of OC San's Community Newsletter 📰 Inside, you'll find: 🚧 Major construction updates on projects in your community 🔎 A special "two truths and a lie" activity 💖 Practical tips on ho… 5.48%365 5 0 Orange County Sanitation District Feb 02, 16:15OD We're proud to be recognized with two awards by the California Water Environment Association - Santa Ana River Basin Section! 🏆 Plant Operator of the Year - Scott Green 🏆 Gold – Community Engagement & Outreach: Project … 8.84%995 28 0 DATE POST ENGAGEMENT RATE IMPRESSIONS REACTIONS SHARES 6 7 Article Date Source Link NACWA honors National Environmental Achievement 2/9/2026 Water Finance & Management NACWA honors National Environmental South OC Residents Protest Plans to Double Trash 2/11/2026 Voice of OC https://voiceofoc.org/2026/02/south-orange-county- Is Irvine Tading One Neighborhood Next to a Polluter for Another? 2/18/2026 Voice of OC https://voiceofoc.org/2026/02/bowerman-landfill- Construction Alert: Orange Ave. at Alderbury St. https://mailchi.mp/69304d474c17/hello-from-the- city-of-cypress-11046422?e=e250a02561 https://us-west4-menlo- inspect.menlosecurity.com/safeview- fileserv/tc_download/ee2c7868aa8733997a8aa0e1 6311e9f975222f6effdee75519d9ad1b0cba9e95/?& cid=N10F6CE535253&rid=0404b00e8b9c1f8d6766f be835d6c8c0&cl=od_menlo_2b&file_url=https%3A %2F%2Fcityoflosalamitos.org%2FArchiveCenter%2 Orange County Sanitation District Board to consider nearly $9 Million in Infrastrure Contracts 2/23/2026 Fullerton Observer https://fullertonobserver.com/2026/02/23/on-the- february-25-agenda-for-the-orange-county- Media Articles for February 8 3/4/2026 1 Presented by:Daisy Covarrubias, Public Affairs Supervisor Administration Committee March 11, 2026 Public Affairs Update 2 •Internal and External Communication •Support OC San’s existing programs •New Items: •Employee Art Contest •OC San Film Screening •OC San HQ receives LEED Gold Certification Public Affairs Programs 1 2 3/4/2026 2 3 Employee Engagement Internal Art Contest for OC San Employees Pipeline: Bi-monthly Employee Newsletter Recognize Staff on The San Box and Social Media Platforms 4 Education Film ScreeningWastewater 101 Citizens’ Academy Career Day 3 4 3/4/2026 3 5 Construction Outreach City of Huntington Beach – OC San Plant No. 2 NextDoor – Cypress Trunk Sewer Project Construction Webpage – ocsan.gov/construction Social Media – City of Los Alamitos 6 Experts / Govt. Affairs 5 6 3/4/2026 4 7 •OC San Connection Newsletter – Spring Issue •Member Agency Outreach Toolkit •Community Outreach Events: •OCWD’s Children’s Water Festival •Video Library •Wastewater 101 Citizens’ Academy Graduation What’s Next 8 Recommend to the Board of Directors to: Receive and file the Public Affairs Update for the month of February 2026. Recommendation 7 8 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4814 Agenda Date:3/11/2026 Agenda Item No:5. FROM:Robert Thompson, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: PROPERTY MANAGEMENT SERVICES FOR 18350 MT.LANGLEY STREET AND 18250 EUCLID STREET, FOUNTAIN VALLEY GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Ratify Amendment No.7 to the sole source agreement with The Muller Company for Property Management Services at 18350 Mt.Langley Street and 18250 Euclid Street in Fountain Valley,on a month to month basis,for management fees of $5,241.90 per month plus other incurred expenses; and an additional renewal period of twelve (12) months. BACKGROUND The Orange County Sanitation District (OC San)Board of Directors previously approved a sole source agreement with The Muller Company for property management services for OC San owned buildings at 18350 Mt Langley Street and 18368-18375-18381-18384 Bandilier Circle in Fountain Valley.The properties were occupied by staff and commercial tenants with leases that expire in 2021 and 2023. OC San purchased these properties as part of its overall strategy to build its Headquarters facilities and maximize the land available for treatment plant process area.Once the demolition of the Bandilier Circle buildings was completed,an Amendment No.6 was executed to remove those buildings and reduce the management fees. On February 24,2026,OC San closed escrow on an industrial property located at 18250 Euclid Street to support warehouse and operational functions.Warehouse operations are currently housed at Plant No.1,with the possibility of fully relocating those functions to this property,thereby allowing Plant No.1 facilities to be repurposed for core treatment process operations.The property is currently occupied by a tenant whose lease is scheduled to expire at the end of the year.Immediate property management services are necessary to safeguard and maintain the asset. RELEVANT STANDARDS ·Protect OC San assets Orange County Sanitation District Printed on 3/4/2026Page 1 of 3 powered by Legistar™ File #:2026-4814 Agenda Date:3/11/2026 Agenda Item No:5. PROBLEM OC San-owned properties have commercial tenants and there is a need to professionally manage them utilizing services such as maintenance,tenant relations,and repairs.Due to the new purchase, Amendment No.7,which adds management of the 18250 Euclid Street property,was executed by the General Manager and General Counsel with the concurrence of the Board Chairman. PROPOSED SOLUTION Ratify Amendment No.7 to add the 18250 Euclid Street property to the current sole source property management agreement until the properties are repurposed. TIMING CONCERNS The term of the agreement will remain month to month,terminable for either party on 30 days’notice to other party. RAMIFICATIONS OF NOT TAKING ACTION OC San will lose continuity of care of the property and of services to tenants. PRIOR COMMITTEE/BOARD ACTIONS November 2021 -Approved Amendment No.5 to the sole source agreement with The Muller Company for Property Management Services for 18350 Mt.Langley Street and 18368-18375-18381- 18384 Bandilier Circle in Fountain Valley,for the period of January 1,2022 through January 31,2023 for a management fee of $3,200 per month plus other incurred expenses,including an additional renewal period of twelve (12) months. July 2020 -Approved Amendment No.4 of the sole source agreement with The Muller Company for Property Management Services for 18350 Mt.Langley Street and 18368-18375-18381-18384 Bandilier Circle in Fountain Valley for the period of September 1,2020,through June 30,2021 for a management fee of $3,200 per month plus other incurred expenses,including an additional renewal period of six months. May 2019 -Approved Amendment No.3 with The Muller Company for Property Management Services,to extend the services for twelve-months from September 1,2019 through August 31,2020 with all terms and provisions of the Agreement remaining unmodified and in full force and effect. September 2018 -Approved an amendment with The Muller Company for Property Management Services,for an additional management fee of $3,293 per month plus other incurred expenses,for the additional of District acquired properties on Bandilier Circle and Pacific Street including two additional renewal periods of six months each. February 2018 -Approved a sole source agreement with The Muller Company for Property Management Services,for the period March 1,2018 through August 31,2018,for a management fee of $4,200 per month plus other incurred expenses,including two additional renewal periods of six months each. Orange County Sanitation District Printed on 3/4/2026Page 2 of 3 powered by Legistar™ File #:2026-4814 Agenda Date:3/11/2026 Agenda Item No:5. ADDITIONAL INFORMATION Monthly expenses for services such as utility bills and repair work vary month to month.All expenses will be reviewed and approved by OC San staff. CEQA N/A FINANCIAL CONSIDERATIONS The property management costs will be offset by rents collected on the commercial leases. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Executed Amendment No. 7 ·Executed Amendment No. 6 Orange County Sanitation District Printed on 3/4/2026Page 3 of 3 powered by Legistar™ ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4769 Agenda Date:3/11/2026 Agenda Item No:6. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: COMPREHENSIVE COST OF SERVICE RATE STUDY, SPECIFICATION NO. CS-2025-711BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with HDR Engineering, Inc. to perform a Comprehensive Cost of Service Rate Study, Specification No. CS-2025-711BD, for a total amount not to exceed $254,280; and B. Approve a contingency of $25,428 (10%). BACKGROUND Since 2002,the Orange County Sanitation District (OC San)has completed a rate study every five years to determine customers’fair and equitable share of collection,treatment,and disposal costs, developed an accurate rate model,and established a new five-year rate schedule which ensures full cost recovery and supports Proposition 218 notifications. For the 2026 rate study,staff has requested a comprehensive rate study on all fees and charges including annexation fees and urban runoff fees. This comprehensive rate study allocates costs to Flow,Biochemical Oxygen Demand (BOD),and Total Suspended Solids (TSS)for the purpose of billing different customer classes,including high flow and high strength dischargers. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Stable rates, no large unforeseen rate increases PROBLEM OC San’s current five-year rate schedule will end as of June 30,2028.To assess rates on the newly incorporated customers under the IRWD Agreement,approved in 2025,a new rate study and resulting rate schedule needs to be adopted by the OC San Board of Directors. Orange County Sanitation District Printed on 3/4/2026Page 1 of 3 powered by Legistar™ File #:2026-4769 Agenda Date:3/11/2026 Agenda Item No:6. PROPOSED SOLUTION Approve the Professional Consultant Services Agreement with HDR Engineering,Inc.to complete a comprehensive cost of service rate study to establish the next five-year rate schedule. TIMING CONCERNS To meet the legal requirements of Proposition 218 so the new Ordinances are adopted and the rate schedule is effective July 1,2027,the rate study should begin no later than the beginning of April 2026. RAMIFICATIONS OF NOT TAKING ACTION The rate study would be delayed,which could potentially affect the implementation of the new rate schedule and hinder OC San’s cost recovery. PRIOR COMMITTEE/BOARD ACTIONS November 2025 -Approved initiating the rate setting process a year early to allow Orange County Sanitation District to assess rates across the service area including new customer bases. ADDITIONAL INFORMATION On December 1,2025,OC San issued a Request for Proposals (RFP)and on January 5,OC San received two proposals.The proposals were evaluated in accordance with OC San’s policies and procedures and by a team consisting of the Director of Finance,Finance Manager,Accounting Supervisor,and an Engineering Supervisor.A Purchasing representative chaired the team as a non- voting member and legal counsel reviewed the proposals for process and adherence with Proposition 218 requirements. Proposals were individually scored based on the following criteria: CRITERION WEIGHT Qualifications of the Firm 30% Staffing and Project Organization 20% Work Plan 30% Cost 20% The evaluation team first reviewed and scored the proposals based on the criteria listed above, excluding the cost criterion. Rank Proposer Criterion 1 Max (30%) Criterion 2 Max (20%) Criterion 3 Max (30%) Subtotal Max (80%) 1 HDR Engineering. Inc.26.4%17.8%27.9%72.1% 2 HF & H Consultants 21.0%12.0%19.5%52.5% Orange County Sanitation District Printed on 3/4/2026Page 2 of 3 powered by Legistar™ File #:2026-4769 Agenda Date:3/11/2026 Agenda Item No:6. A sealed cost proposal accompanied all proposals.Only the cost proposal for the highest ranked firm was opened. OC San requested a Best and Final Offer. The final scores for the proposers were as follows: Rank Proposer Subtotal Before Cost (Max 80%) Cost (Max 20%) Total Weighted Score (Max 100%) 1 HDR Engineering. Inc.72.1%20.0%92.1% 2 HF & H Consultants 52.5%N/A 52.5% Based on these results,staff recommends approving a Professional Consultant Services Agreement to HDR Engineering, Inc. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget Update FY 2025-26,Page 23,Professional &Contractual Services)and is proposed to be incorporated in the FY 2026-27 budget. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Professional Consultant Services Agreement Orange County Sanitation District Printed on 3/4/2026Page 3 of 3 powered by Legistar™ Professional Consultant Services Agreement 1 of 11 Specification No. CS-2025-711BD Revision 121924 PROFESSIONAL CONSULTANT SERVICES AGREEMENT Comprehensive Cost of Service Rate Study Specification No. CS-2025-711BD This PROFESSIONAL CONSULTANT SERVICES AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and HDR Engineering, Inc. (hereinafter referred to as “Consultant”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to obtain Comprehensive Cost of Service Rate Study as described in Exhibit “A” attached hereto and incorporated herein by this reference (“Services”); and WHEREAS, Consultant is qualified to provide the Services by virtue of experience, training, and expertise; and WHEREAS, OC San desires to engage Consultant to render the Services as provided herein; and WHEREAS, OC San selected Consultant to provide the Services in accordance with OC San’s current Purchasing Ordinance; and WHEREAS, on March 25, 2026, OC San’s Board of Directors, by minute order, authorized execution of this Agreement. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General. 1.1 This Agreement and all exhibits hereto are made by OC San and the Consultant. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Agreement. Exhibit “A” – Scope of Work Exhibit “B” – Proposal and BAFO Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards Exhibit “E” – Human Resources Policies 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions in the Agreement shall control and thereafter the provisions in the document highest in precedence shall be controlling. 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Consultant as a result of work performed in anticipation of purchases of the Services by OC San. Professional Consultant Services Agreement 2 of 11 Specification No. CS-2025-711BD Revision 121924 1.5 Work Hours: The work required under the Agreement may include normal business hours, evenings, and weekends. OC San will not pay for travel time; and All work or meetings with OC San staff shall be scheduled Monday through Thursday, between the hours of 8:00 a.m. and 4:00 p.m. and shall conform to OC San work schedules. 1.6 Days: Shall mean calendar days, unless otherwise noted. 1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The provisions of this Agreement may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.9 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof. 2. Scope of Work. 2.1 Consultant shall provide the Services identified in Exhibit “A” in a competent, professional, and satisfactory manner in accordance with generally accepted industry and professional standards, including ethical practices, and standards of care and competence for its trade/profession. 2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties. 2.3 Familiarity with Work. By executing this Agreement, Consultant warrants that: (a) it has investigated the work to be performed; and (b) it understands the facilities, difficulties, and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown condition materially differing from those inherent in the work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at Consultant’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of the provisions hereof. 3. Agreement Term. 3.1 The Services provided under this Agreement shall be completed within one (1) year from the effective date of the Notice to Proceed. 3.2 Extensions. The term of this Agreement may be extended only by an amendment signed by both Parties. Professional Consultant Services Agreement 3 of 11 Specification No. CS-2025-711BD Revision 121924 4. Compensation. 4.1 As compensation for the Services provided under this Agreement, OC San shall pay Consultant a total amount not to exceed Two Hundred Fifty-Four Thousand Two Hundred Eighty Dollars ($254,280.00). 4.2 Consultant shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. 5. Payments and Invoicing. 5.1 OC San shall pay itemized invoices submitted monthly for work completed in accordance with Exhibit “A” and consistent with Exhibit “B” thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 Consultant shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. Key Personnel. Personnel, as provided in Exhibit “B,” are considered “key” to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OC San. If OC San asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OC San’s request. Consultant shall assign only competent personnel to perform Services under this Agreement. 7. Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OC San and shall be promptly delivered to OC San upon request of OC San’s Project Manager or designee or upon the termination of this Agreement and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OC San of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OC San’s sole risk and without liability to Consultant. Consultant shall ensure that all its contracts with its subconsultants provide for assignment to OC San of any documents or materials prepared by them. 8. Ownership of Intellectual Property. 8.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as “New Developments”) shall be and are assigned to OC San as its sole and exclusive property. 8.2 Consultant agrees to promptly disclose to OC San all such New Developments. Upon OC San’s request, Consultant agrees to assist OC San, at OC San’s expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, Professional Consultant Services Agreement 4 of 11 Specification No. CS-2025-711BD Revision 121924 specifications, assignments, and all other instruments and papers which OC San shall deem necessary to apply for and to assign or convey to OC San, its successors and assigns, the sole and exclusive right, title, and interest in such New Developments. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof regarding New Developments and confidential information. 8.3 Consultant warrants that Consultant will have good title to any New Developments and the right to assign New Developments to OC San free of any proprietary rights of any other party or any other encumbrance whatever. 8.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by Consultant or its subconsultants in connection with the Services hereunder shall be delivered to and shall become the exclusive property of OC San. OC San may utilize such documents, at its own risk, for OC San’s applications on other projects or extensions of this project. 9. Right to Review Services, Facilities, and Records. 9.1 OC San reserves the right to review any portion of the Services performed by Consultant under this Agreement and Consultant agrees to cooperate to the fullest extent possible in such endeavor. 9.2 Consultant shall furnish to OC San such reports, statistical data, and other information pertaining to Consultant’s Services as shall be reasonably required by OC San to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 9.3 The right of OC San to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 10. Conflict of Interest and Reporting. 10.1 Consultant shall, at all times, avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 10.2 Consultant affirms that, to the best of its knowledge, there exists no actual or potential conflict between Consultant’s families, business, or financial interest and the Services under this Agreement and in the event of change in either its private interests or Services under this Agreement, it shall raise with OC San any question regarding possible conflict of interest which may arise as a result of such change. 11. Damage to OC San’s Property. Any of OC San’s property damaged by Consultant, any subconsultant, subcontractor, or by the personnel of either will be subject to repair or replacement by Consultant at no cost to OC San. 12. Freight (F.O.B. Destination). Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. Professional Consultant Services Agreement 5 of 11 Specification No. CS-2025-711BD Revision 121924 13. Audit Rights. Consultant agrees that, during the term of this Agreement and for a period of three (3) years after its expiration or termination, OC San shall have access to and the right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 14. Contractor Safety Standards and Human Resources Policies. OC San requires Consultant, its subconsultants, and its subcontractors to follow and ensure their employees follow all Federal, State, and local regulations as well as Contractor Safety Standards while working at OC San locations. If, during the course of the Agreement, it is discovered that Contractor Safety Standards do not comply with Federal, State, or local regulations, the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OC San. Consultant, its subconsultants, and all of their employees shall adhere to all applicable Contractor Safety Standards in Exhibit “D” and the Human Resources Policies in Exhibit “E.” 15. Insurance. Consultant and all its subconsultants shall purchase and maintain, throughout the term of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OC San, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance required of the subconsultant has been obtained. Failure to obtain and maintain the required insurance coverage shall result in termination of this Agreement. 16. Indemnification and Hold Harmless Provision. Consultant shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Consultant’s Services under this Agreement, or by its subconsultant(s), or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OC San, Consultant shall indemnify, protect, defend, and hold harmless OC San, its elected and appointed officials, officers, agents, and employees from and against any and all claims, liabilities, damages, or expenses of any nature, including attorneys’ fees: (a) for injury to or death of any person, or damage to property, or interference with the use of property arising out of or in connection with Consultant’s performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Agreement, and/or (c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Consultant or anyone employed by or working under Consultant. To the maximum extent permitted by law, Consultant’s duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Consultant agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Agreement. Professional Consultant Services Agreement 6 of 11 Specification No. CS-2025-711BD Revision 121924 17. Independent Contractor. 17.1 The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 17.2 During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. OC San assumes no liability for Consultant’s action and performance nor assumes responsibility for taxes, funds, payments, or other commitments, expressed or implied, by or for Consultant. 17.3 Consultant shall not be considered an agent of OC San for any purpose whatsoever nor shall Consultant have the right to, and shall not, commit OC San to any agreement, contract, or undertaking. Consultant shall not use OC San’s name in its promotional material or for any advertising or publicity purposes without prior expressed written consent. 17.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on OC San’s payroll as regular employees including, without limitation, worker’s compensation, disability insurance, vacation, or holiday or sick pay. Consultant shall be responsible for providing, at Consultant’s expense, disability, worker’s compensation, and other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 17.5 Consultant shall be obligated to pay any and all applicable Federal, State, and local payroll and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OC San for any claims, losses, costs, fees, liabilities, damages, or penalties suffered by OC San arising out of Consultant’s breach of this provision. 17.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OC San’s payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OC San misclassified Consultant for tax purposes. 18. Subcontracting and Assignment. Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 19. Intentionally Omitted. 20. Confidentiality and Non-Disclosure. 20.1 Consultant acknowledges that, in performing the Services hereunder, OC San may have to disclose to Consultant, orally and in writing, certain confidential information that OC San considers proprietary and has developed at great expense and effort. 20.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OC San’s prior written consent, any trade secret, confidential information, knowledge, or data relating to the products, process, or operation of OC San. Professional Consultant Services Agreement 7 of 11 Specification No. CS-2025-711BD Revision 121924 20.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. 20.4 Consultant agrees as follows: 20.4.1 To use the confidential information only for the purposes described herein; to not reproduce the confidential information; to hold in confidence and protect the confidential information from dissemination to and use by anyone not a party to this Agreement; and to not use the confidential information to benefit itself or others. 20.4.2 To restrict access to the confidential information to its subconsultant or personnel of Consultant who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. 20.4.3 To return all confidential information in Consultant’s possession upon termination of this Agreement or upon OC San’s request, whichever occurs first. 20.4.4 To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 20.4.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 21. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall be personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by OC San or for any amount which may become due to Consultant or to its successor, or for breach of any obligation under the terms of this Agreement. 22. Third-Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OC San and Consultant. 23. Applicable Laws and Regulations. Consultant shall comply with all applicable Federal, State, and local laws, rules, and regulations. Consultant also agrees to indemnify and hold OC San harmless from any and all damages and liabilities assessed against OC San as a result of Consultant’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Agreement whether or not specifically included or referenced. 24. Licenses, Permits, Ordinances, and Regulations. Consultant represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. Any and all fees required by Federal, State, County, City, and/or municipal laws, codes, and/or tariffs that pertain to the work performed under this Agreement will be paid by Consultant. 25. Regulatory Requirements. Consultant shall perform all work under this Agreement in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water Codes Division 2. Professional Consultant Services Agreement 8 of 11 Specification No. CS-2025-711BD Revision 121924 26. Environmental Compliance. Consultant shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Consultant, its subconsultants, subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 27. California Air Resources Board Mobile Source Regulations. Consultant and its applicable subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 28. Dispute Resolution. 28.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County (“JAMS”), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to Code of Civil Procedure, Part 3, Title 9, sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to Code of Civil Procedure section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator’s decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Remedies. In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OC San rejects the goods or Services or revokes acceptance of the goods or Services, OC San may (a) cancel the Agreement; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods or services for those due from Consultant. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or services and the Agreement price, together with any incidental or consequential damages. Professional Consultant Services Agreement 9 of 11 Specification No. CS-2025-711BD Revision 121924 30. Force Majeure. Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government, pandemics, epidemics, quarantine restrictions, or any other cause beyond its control, but the affected party shall use reasonable efforts to minimize the extent of the delay. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties. 31. Termination. 31.1 OC San reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San, provided OC San shall not terminate with cause unless OC San provided written notice of the breach and Consultant fails to cure within ten (10) days of receipt of such notice. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) through the date of termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OC San from any further fee, cost, or claim hereunder by Consultant other than for work performed through the date of termination. 31.2 OC San reserves the right to terminate this Agreement subject to the cure opportunity set forth in Section 31.1 herein upon OC San’s determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Agreement. 31.3 OC San may also immediately terminate this Agreement for default, in whole or in part, by written notice to Consultant: • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or • if the total amount of compensation exceeds the amount authorized under this Agreement. 31.4 All OC San’s property in the possession or control of Consultant shall be returned by Consultant to OC San on demand or at the expiration or termination of this Agreement, whichever occurs first. 32. Attorney’s Fees. If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled. 33. Waiver. The waiver by either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 34. Severability. If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of Professional Consultant Services Agreement 10 of 11 Specification No. CS-2025-711BD Revision 121924 such section, subsection, or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 35. Survival. The provisions of this Agreement dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Agreement. 36. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange in the event any action is brought in connection with this Agreement or the performance thereof. 37. Notices. 37.1 All notices under this Agreement must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses: OC San: Jeremey Arbiso Senior Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jarbiso@ocsan.gov Consultant: Anna Lantin Senior Vice President HDR Engineering, Inc. 3220 El Camino Real, Suite 200 Irvine, CA 92620 Anna.Lantin@HDRinc.com 37.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 38. Read and Understood. By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 39. Authority to Execute. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 40. Entire Agreement. This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Professional Consultant Services Agreement 11 of 11 Specification No. CS-2025-711BD Revision 121924 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors Dated: _________________ By: Kelly A. Lore Clerk of the Board Dated: _________________ By: Kevin Work Purchasing & Contracts Manager HDR ENGINEERING, INC. Dated: _________________ By: Print Name and Title of Officer YP EXHIBIT A Specification No. CS-2025-711BD EXHIBIT A SCOPE OF WORK For Comprehensive Cost of Service Rate Study EXHIBIT A Page 1 of 4 Specification No. CS-2025-711BD EXHIBIT A SCOPE OF WORK COMPREHENSIVE COST OF SERVICE RATE STUDY SPECIFICATION NO. CS-2025-711BD 1 INTRODUCTION The Orange County Sanitation District (OC San) is seeking a qualified Consultant to conduct a comprehensive cost of service rate study for Regional Sewer Service, Capital Facility Capacity Charges, and ancillary services provided to customers in our service area as well as wholesale customers outside of our service area. 2 BACKGROUND, PROJECT INFORMATION AND REQUIREMENTS OC San is responsible for safely collecting, treating, and disposing the wastewater generated by 2.6 million people living in a 479-square-mile-area of central and northwest Orange County. OC San operates two wastewater treatment/reclamation plants, 15 off-site pump stations and owns and maintains 388 miles of pipes throughout our service area. Approximately 182 million gallons of wastewater is treated daily. On December 15, 2022, the OC San Board of Directors adopted a five-year rate study that recommended annual sewer rates to support OC San operations through June 30, 2028. OC San is seeking to adopt new rates for FY 2027/28 through FY 2031/32 due to a change in the customer base and the need to comply with the Proposition 218 requirements for new customers. Under this project, Consultant shall study and recommend sewer rates for the next five-year period as well as rates for other charges. OC San intends to comply with Proposition 218 Notification requirements; therefore, this rate analysis must be conducted and documented as to comply with all legal requirements. OC has other resources that will handle the preparation of the Proposition 218 notices and outreach efforts. 3 Project Elements/Requirements Consultant must prepare a comprehensive rate study update for OC San. The final product will consist of a report documenting the findings and making recommendations for OC San rates for the next five years. The study shall include but not be limited to the following: • A cost allocation assigning operations and maintenance as well as capital expenditures to Flow, Biochemical Oxygen Demand (BOD) and Total Suspended Solids (TSS). This functional allocation will be used as the basis for assigning treatment costs to the different customer classes including wholesale users; • A review of the revenue requirements, including long-term maintenance and replacement costs, for the next 5 years to be used for rate setting for both Regional Sewer Service as well as Flow, Biochemical Oxygen Demand (BOD) and Total Suspended Solids (TSS) for Industrial Waste Dischargers; EXHIBIT A Page 2 of 4 Specification No. CS-2025-711BD • Develop a wastewater cost of service and rate model for OC San covering a five-year period (Fiscal Years 2027/28 through 2031/32) for both on-going operations and planned capital improvements; • A recommended methodology and rate schedule for Capital Facility Capacity Charges as well as Supplemental Capital Facility Capacity Charges; • Develop a five-year sewer service fee program that produces revenues adequate to meet the financial needs of OC San as well as the operational and capital needs, while recognizing customer cost of service, and local and state legal and policy considerations (Prop 218 & 26); • An evaluation of the current rebate methodology for Regional sewer service fees and recommend adjustments if needed; • A review and update of other miscellaneous fees including annexation fees; • A review and determination of comparable charges for dry weather urban runoff flows; • A survey of the rates and fees charged by other, comparable, municipality wastewater utilities; • An easy-to-use electronic model in Microsoft Excel or user-friendly application, to be used by OC San for future rate setting; • Additional analyses and review as necessary to evidence compliance with applicable legal requirements. 4 Study Requirements The rate study requirements shall include but are not limited to: • Using the current rate structure as the starting point for the recommendations and proposals to be developed. • The recommended rate structure shall be based on cost of service and shall be sufficient to meet the short-term and long-term revenue requirements of OC San. • The recommended rate structure shall provide direct identification of revenues appropriate to fund operating activities and infrastructure. • The recommended rate structure shall result in no decrease in stability of the revenue stream as compared to current structures. • The recommended rate structure shall consider the type and amount of reserves appropriate to the investment policy of OC San. . • The rate study shall document the methodology used in the rate recommendations and the justification for the proposed rate structure. EXHIBIT A Page 3 of 4 Specification No. CS-2025-711BD •The rate study and supporting documentation shall include all data and analysisnecessary to support legal compliance, and document findings through easilyunderstandable narrative. 5 PROJECT SCHEDULE The schedule for the completion of the study is anticipated to be five months from the effective date of the Notice to Proceed. The Consultant is encouraged to begin the study immediately after the effective date of the Notice to Proceed. Tentative Project Schedule •Board Authorization – March 2026 •Award Contract – March 2026 •Notice to Proceed – April 2026 •Draft Study Due- September 2026 •Final Study Due – October 2026 •Board Review & Discussion – November/ December 2026 •Board Adoption of Ordinances – February/March 2027 6 Additional Requirements/Meetings Meetings with OC San staff and/or OC San Board of Directors at key points throughout the course of the project to review and discuss the overall project should be anticipated. This will include at a minimum: A.Kick-Off Meeting (virtual or in-person) B.Interim Meeting where the rate structure models are run with various capital andoperating budget scenarios (virtual or in-person). C.Attendance at a minimum of two meetings/public hearings of the AdministrationCommittee and/or Board of Directors meetings where the rate study and rateschedules will be considered, these meetings require in person attendance. D.Initial discussions with legal counsel and completion of draft report with at least 3weeks for review by legal counsel and OC San staff. 7 Project Activities Task 1 – Project Management Task 2 – Project Initiation Meeting and Data Collection Task 3 – Capital Facilities Plan Assessment Task 4 – Revenue Requirement Projections Task 5 – Classification of Costs Task 6 – Cost of Service Analyses Task 7 – Review and Development of Rate Structure Task 8 – Preliminary Draft Report and Meeting Task 9 - Final Report EXHIBIT A Page 4 of 4 Specification No. CS-2025-711BD 8 Resources Available OC San staff can assist with: A. Collection of pertinent secondary source information. B. Provision of any existing level of service standards, if available. C. Identification of future Capital Improvement Program projects. D. Provision of financial, budgetary and customer documentation upon request. E. Review of draft reports prior to their reproduction and distribution. F. Coordination and scheduling of meetings between Consultant and OC San Staff. G. Provision of interim briefings to the OC San Board of Directors on the progress of the study. H. Additional team involvement as mutually agreed upon. ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4819 Agenda Date:3/11/2026 Agenda Item No:7. FROM:Robert Thompson, General Manager Originator: Lan C. Wiborg, Director of Environmental Services SUBJECT: ORANGE COUNTY WASTE AND RECYCLING WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT AND ORGANIC SERVICES AGREEMENT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A.Approve the Waste Infrastructure System Enterprise (WISE) Agreement and the Organic Services Agreement with Orange County Waste and Recycling to receive and dispose of Orange County Sanitation District’s (OC San) solid waste (grit, screenings, drying bed materials and any solids that cannot be beneficially reused) at Orange County Waste and Recycling’s landfills for a term of 10 years from July 1, 2026 through June 30, 2036 for a total amount not to exceed $18,000,000 which includes the phased-in unit price per ton approach and the associated escalation costs; and B. Approve up to one (1) additional, 10-year renewal agreement. BACKGROUND Orange County Waste and Recycling (OCWR)is responsible for managing Orange County’s (County)solid waste disposal system.The system consists of three active regional landfill operations,three organic processing facilities,20 closed solid waste disposal sites,and four household hazardous waste collection centers.Since 2013,OCWR has been providing OC San with a low-cost,in-county option to properly dispose up to 50 tons per day (tpd)of solid waste generated from the grit,screenings,drying beds,as well as from special projects such as Supercritical Water Oxidation (SCWO)at the Frank Bowerman Landfill located in the city of Irvine.In addition,OCWR provides an option for limited disposal of solids that cannot be beneficially reused at the Prima Deshecha Landfill located in the city of San Juan Capistrano. On April 8,1997,the Orange County Board of Supervisors (Supervisors)approved Waste Disposal Agreements (WDAs)for a contract term of 10 years (1997-2007)with local jurisdictions and sanitation districts whereby jurisdictional tonnage is dedicated to County landfills in exchange for stable and competitive disposal rates.On June 22,2004,the Supervisors approved the extension of the WDAs to June 30, 2010. On March 24,2009,the Supervisors approved WDAs for an additional 10-year contract term (2010- Orange County Sanitation District Printed on 3/4/2026Page 1 of 4 powered by Legistar™ File #:2026-4819 Agenda Date:3/11/2026 Agenda Item No:7. On March 24,2009,the Supervisors approved WDAs for an additional 10-year contract term (2010- 2020)and on December 15,2015,approved the First Amendment to extend the expiration date of the 2009 WDAs from June 30,2020,to June 30,2025.The WDAs included the free disposal of residential Processed Green Material for use as Alternative Daily Cover at County landfills,until the change in regulations with Assembly Bill (AB)1594 and Senate Bill (SB)1383 implementation in 2020 removed diversion credit for the material and redefined unprocessed organic material as regular waste. On May 20,2025,the Supervisors approved the Second Amendment to extend the term from June 30,2025,to June 30,2026,to provide additional time for the parties to complete negotiations regarding the successor agreement to the WDA referred to as the WISE Agreement.Local jurisdictions and sanitation districts are also being offered new organic processing services (to assist them in meeting their SB 1383 organic diversion mandates)under an optional Organic Services Agreement (OSA).The majority of the language found in the WISE Agreement is carried over from the existing WDAs and includes the County’s commitment to indemnify cities for all landfill related environmental liability. WISE Agreement The WISE Agreements that were approved by the Supervisors on January 27,2026,are the result of extensive negotiations between the County of Orange and the Orange County City Managers Association (OCCMA)Subcommittee which was tasked with negotiating on behalf of the cities and sanitation districts including OC San.Rates are structured with automatic annual escalation based on the Consumer Price/Waste Industry Index (CPI)increases intended to ensure that revenue increases along with inflationary increases to the costs of managing the Waste Infrastructure System. The County proposed two options for jurisdictions to agree to regarding the WISE Agreement.Each option presented provides for an analysis allowing for adjustments to ensure appropriate cost recovery. These options are outlined below. Option 1: $ 73 /ton in year 1 and then increasing by CPI every July 1st in subsequent years. Option 2:Phased-In Approach (Year 1:$67/ton,Year 2:$76/ton,Year 3:$78/ton,Years 4-10:Rate + CPI) The County provided these options to the OCCMA Subcommittee to present to OCCMA and the sanitation districts,including OC San,which take part in the WDAs.Additionally,both options continue the revenue sharing from imported waste delivered to the County’s solid waste disposal system with the jurisdictions taking part in the WISE Agreement.Based on the options presented, the Option 2 Phased-In Approach was selected as the approved WISE Agreement rate structure. The Option 2 rate will allow for a phased increase in rates within the County over three years,while providing OCWR the revenue to continue its operations and programs to meet its regulatory requirements,resulting in a stable landfill system to the residents of Orange County.Additionally, Option 2 continues the revenue sharing from imported acceptable waste received by the County as outlined within Section 3.6(F) of Attachment A, with jurisdictions participating in the WISE Agreement. Orange County Sanitation District Printed on 3/4/2026Page 2 of 4 powered by Legistar™ File #:2026-4819 Agenda Date:3/11/2026 Agenda Item No:7. Organic Services Agreement (OSA) In addition to the disposal of waste,the WISE Agreement had originally included organics processing for jurisdictions to take part in and deliver preprocessed organic waste to the County’s organic facilities.OCWR-produced compost and mulch are high quality products that have received US Composting Council’s STA Certification as well as OMRI Listed®by the Organic Materials Review Institute,which is certified for use in organic farming and gardening under the USDA National Organic Program. The OSA allows jurisdictions to bring preprocessed organic waste to OCWR organic facilities for processing and diversion at a guaranteed rate.The HF&H Consultant’s rate model assessed costs for organics operations and required infrastructure and is proposing an Organic Contract Rate of $67 per ton.Additionally,under the OSA,jurisdictions and their residents are entitled to receive free Seal of Assurance Testing (STA)Certified bulk compost and mulch which will assist participating jurisdictions in meeting their SB 1383 Recovered Organic Waste Procurement requirements. Jurisdictions and other non-contract customers that choose not to participate in the OSA,will be able to purchase finished compost and mulch at market rates set by the OCWR Director. Summary of the relevant Rate Adjustments: 2025 Rate 2026-2028 Proposed Rates WDA, Amendment No. 2 $48.14/ton N/A WISE Agreement N/A Year 1: $67/ton Year 2: $76/ton Year 3: $78/ton Years 4-10: Rate + CPI Organic Services Agreement (OSA)N/A $67/ton + CPI RELEVANT STANDARDS ·Maintain and adhere to appropriate internal planning documents (2025 Strategic Plan,2017 Biosolids Master Plan, etc.) ·Protect OC San assets ·Sustain 1, 5, 20-year planning horizons ·Ensure the public’s money is wisely spent ·Maintain collaborative and cooperative relationships with regulators,stakeholders,and neighboring communities PROBLEM OC San’s current one-year extension of the existing WDA Amendment No.2 with OCWR is expiring on June 30,2026,with no remaining renewal options,an agreement is needed to routinely haul solid waste to the various in-county landfills. PROPOSED SOLUTION Approve the WISE Agreement and OSA with OCWR for a term of ten years from July 1,2026, through June 30,2036,and up to one additional ten-year renewal amendment to ensure operational resiliency, rate stability, and uninterrupted service. Orange County Sanitation District Printed on 3/4/2026Page 3 of 4 powered by Legistar™ File #:2026-4819 Agenda Date:3/11/2026 Agenda Item No:7. TIMING CONCERNS OC San will need the WISE Agreement and OSA signed and processed before the WDA expires on June 30, 2026 to ensure there is no lapse in service. RAMIFICATIONS OF NOT TAKING ACTION If the agreement is not approved, OC San will not have an in-county option to dispose of the solid waste collected by OC San and its member agencies. Out-of-county alternatives pose logistical challenges and significant cost increases. PRIOR COMMITTEE/BOARD ACTIONS June 2025 - Approved Amendment No. 2 of the OC Waste and Recycling Waste Disposal Agreement, extending the initial term of the Agreement from June 30, 2025 to June 30, 2026, for a total amount not to exceed $748,000 which includes the unit price per ton for solid waste disposal and the associated escalation costs. June 2015 - Approved Amendment No. 1 of the OC Waste and Recycling Waste Disposal Agreement, extending the initial term of the Agreement from June 30, 2020 to June 30, 2025. November 2012 - Approved a Waste Disposal Agreement with the County of Orange (Orange County Waste and Recycling) for the County to receive and dispose of the Orange County Sanitation District’s biosolids at the Prima Deshecha Landfill, subject to available capacity, for the period commencing on December 1, 2012 through June 30, 2020, with a renewal option of 10-years in a total annual amount not to exceed $3,605,288. ADDITIONAL INFORMATION N/A CEQA The WISE Agreement and OSA are exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3). FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance. This item has been budgeted (Budget FY 2024-25 and 2025-2026, Section 5, Page 6, Contractual Services - Solids Removal) 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: ·WISE Agreement and OSA ·OCWR January 27, 2026 - Agenda Staff Report Orange County Sanitation District Printed on 3/4/2026Page 4 of 4 Page 1 of 71 WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT (“WISE AGREEMENT”) Between THE COUNTY OF ORANGE, CALIFORNIA and the ORANGE COUNTY SANITATION DISTRICT Dated July 1, 2026 County Notice Address: Director OC Waste & Recycling 601 N. Ross Street 5th Floor Santa Ana, CA 92701 City Notice Address: Page 2 of 71 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 DEFINITIONS ................................................................................................................................. 2 Section 1.2 INTERPRETATION ........................................................................................................................ 7 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY ........................................................ 8 Section 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY ................................................ 9 ARTICLE III DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF DISPOSAL SERVICE Section 3.1 DELIVERY OF WASTE .................................................................................................................. 9 Section 3.2 PROVISION OF DISPOSAL SERVICES BY THE COUNTY. ................................................... 11 Section 3.3 COUNTY RIGHT TO REFUSE WASTE ...................................................................................... 12 Section 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE ............................................................... 13 Section 3.5 MISCELLANEOUS OPERATIONAL MATTERS. ...................................................................... 14 Section 3.6 OTHER USERS OF THE DISPOSAL SYSTEM. ......................................................................... 14 Section 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. .................................................. 15 ARTICLE IV CONTRACT RATE Section 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE ......................................... 15 Section 4.2 CONTRACT RATE ....................................................................................................................... 15 Section 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE ........................................... 21 Section 4.4 BILLING OF THE CONTRACT RATE ........................................................................................ 21 Section 4.5 RESTRICTED RESERVES ........................................................................................................... 21 Section 4.6 AUDITED FINANCIAL STATEMENTS ..................................................................................... 22 Section 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION ............................................. 22 ARTICLE V BREACH, ENFORCEMENT AND TERMINATION Section 5.1 BREACH ........................................................................................................................................ 23 Section 5.2 CITY CONVENIENCE TERMINATION ..................................................................................... 23 Section 5.3 TERMINATION. ........................................................................................................................... 23 Section 5.4 NO WAIVERS ............................................................................................................................... 24 Section 5.5 FORUM FOR DISPUTE RESOLUTION ...................................................................................... 24 ARTICLE VI TERM Section 6.1 EFFECTIVE DATE AND TERM. ................................................................................................. 24 Section 6.2 COMMENCEMENT DATE .......................................................................................................... 25 Page 3 of 71 ARTICLE VII GENERAL PROVISIONS Section 7.1 OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM ....................................... 26 Section 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY. ....................................................... 26 Section 7.3 INDEMNIFICATION ..................................................................................................................... 27 Section 7.4 RELATIONSHIP OF THE PARTIES ............................................................................................ 27 Section 7.5 LIMITED RECOURSE................................................................................................................... 27 Section 7.6 PRE-EXISTING RIGHTS AND LIABILITIES ............................................................................. 27 Section 7.7 NO VESTED RIGHTS ................................................................................................................... 28 Section 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING .......................... 28 Section 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES .................................................................. 28 Section 7.10 AMENDMENTS ............................................................................................................................ 28 Section 7.11 NOTICE OF LITIGATION ............................................................................................................ 28 Section 7.12 FURTHER ASSURANCES ............................................................................................................ 28 Section 7.13 ASSIGNMENT OF AGREEMENT ............................................................................................... 28 Section 7.14 INTEREST ON OVERDUE OBLIGATIONS ............................................................................... 28 Section 7.15 BINDING EFFECT ........................................................................................................................ 28 Section 7.16 NOTICES ........................................................................................................................................ 28 APPENDIX 1 ESTIMATED ANNUAL TONNAGE APPENDIX 2 CUMULATIVE TONNAGE APPENDIX 3 CUMULATIVE CAPITAL COSTS APPENDIX 4 FRANCHISE HAULER ACKNOWLEDGEMENT APPENDIX 5 ORGANIC SERVICES AGREEMENT Page 4 of 71 WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT THIS WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT (“WISE Agreement” or “Agreement” are used interchangeably) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the city, special district, or sanitary district designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”. RECITALS The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills (“County Landfills”), resource recovery, recycling and organics programs, infrastructure and operations, closed landfills, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. The County is also responsible for the long-term management of twenty (20) closed landfills as required under Applicable Law. County Landfills are used for the management of municipal solid waste pursuant to legislation including but not limited to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the “Act”) and the Short-lived Climate Pollutants Reduction Act (“SB 1383”). County Landfills are also subject to other State and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment. Pursuant to Resolution, the County established the Waste Management Enterprise Fund pursuant to Government Code §25261 to ensure that all costs associated with the operation and management of the Waste Infrastructure System are financed by charges imposed for services provided by the Department and are not funded by tax revenue or the County General Fund. The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion and disposal of municipal solid waste generated within the City. A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System. Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal Agreements (“WDAs”), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs. Starting in approximately 2014, the Legislature of the State of California passed several pieces of legislation (“Organics Legislation”) that require significant reductions in the disposal of Organic Waste. The purpose of the Organics Legislation is to mandate organics recycling and curtail the impacts of climate change by reducing greenhouse gas emissions such as methane. In this regard, the decomposition of organic material in the State’s landfills was identified as a significant source of methane that could be reduced. On April 23, 2019, the Orange County Board of Supervisors passed Resolution 19-031 to respond to the State’s increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to support the region in meeting State organic recycling mandates. The County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist Page 5 of 71 local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Disposal System and is offering interested Cities the option of participating in the County provided Organic Processing Services pursuant to a separate Organic Services Agreement (“OSA”) as provided in Appendix 5. In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Waste Infrastructure System Enterprise Agreement (“WISE Agreement” or “Agreement”), on the terms and conditions set forth herein. The County and City acknowledge that the currently operative WDA shall remain in full force and effect until its expiration or the WISE Agreement Commencement Date, whichever comes first. The City has determined that the execution of this Agreement by the City will serve the public health, safety and welfare of the City by providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist in the City in meeting its Organics Legislation diversion requirements, and the continuation of sound environmental management. The County has determined that the execution by the County of this Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Waste Infrastructure System, thereby enabling the County to plan, manage, operate and finance improvements to the Waste Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government. Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof. Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof. It is, therefore, agreed as follows: ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below. “Acceptable Waste” means all garbage, refuse, rubbish, Organic Waste and other materials and substances discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection and which are normally disposed of by or collected from residential (single family and multi-family), commercial, industrial, governmental and institutional establishments and which are acceptable at Class III landfills under Applicable Law. “Act” means A B 9 3 9 the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented, superseded and replaced from time to time. “Agreement” means this Waste Infrastructure System Enterprise Agreement (“WISE Agreement”) between the County and the City as the same may be amended or modified from time to time in accordance herewith. “Appendix” means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof “Applicable Law” means the Act, Organics Legislation, the Orange County Code of Ordinances, CERCLA, RCRA, CEQA, any Legal Entitlement and any federal or State rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance Page 6 of 71 of the Waste Infrastructure System, and the transfer, handling, transportation and disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring plans and building codes). “CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System. “Capital Costs” means all costs of the Waste Infrastructure System that are classified as capital costs for purposes of the budget of the Department in accordance with procedures established by the County of Orange Auditor-Controller in compliance with the California State Controller’s Manual, including but not limited to all of the categories of costs of the Waste Infrastructure System including but not limited to “Buildings and Improvements, and Infrastructure” (Object Code 4200), “Equipment” (Object Code 4000-4040) and “Intangible” (Object Code 4250-4299) in the County of Orange – Chart of Accounts, or any successor accounting or reporting system utilized by the County. “CEQA” means the California Environmental Quality Act, codified in California Public Resources. Code Section 21000 et seq. as amended or superseded, and the regulations promulgated thereunder. “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended or superseded, and the regulations promulgated thereunder. “Change in Law” means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System or other matters to which Applicable Law applies: (1) the enactment, adoption, promulgation, issuance, material modification or written change in administrative or judicial interpretation on or after the Commencement Date of any Applicable Law (other than Applicable Law enacted by the County); or (2) the order or judgment of any Governmental Body (other than the County), on or after the Commencement Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or (3) the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting in good faith or the failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or (4) any new or revised requirements or fees relating to the funding or provision of Waste Infrastructure Services, including but not limited to, Integrated Waste Management Act Fees, Host Fees, regulations for disposal operations, organics processing and diversion, recycling initiatives or activities associated with the remediation, closure, funding or monitoring of closed landfills with respect to facilities comprising the Page 7 of 71 Waste Infrastructure System, or facilities which the County previously utilized to provide waste disposal, transfer, recycling, processing or other waste related activities. “City” means, as applicable, the City (general law, charter or other), Special District or Sanitary District designated on the cover page of this Agreement and party to this Agreement. “City Acceptable Waste” means all Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the City, and Residue from the foregoing wherever produced, whether within or outside the City (or Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3.1(D) hereof). “Consumer Price Index” or “CPI” means the Consumer Price Index published by the Bureau of Labor Statistics for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG). In the event the forgoing index is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the Director shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement. “Commencement Date” means the date on which the obligations of the parties hereto commence, established as provided in Section 6.2(B) hereof. “Contract Date” means the first date on which this Agreement has been executed by both parties hereto. “Contract Rate” has the meaning specified in Section 4.2 hereof. “Contract Year” means the fiscal year commencing on July 1 in any year and ending on June 30 of the following year. “Controllable Waste” means all City Acceptable Waste with respect to which the City has the legal or contractual ability to determine the disposal location therefor and which is: (1) Non-Recycled City Acceptable Waste; (2) not generated from the operations of the Governmental Bodies which, under Applicable Law, have the independent power to arrange for the disposal of the waste they generate; and (3) collected and hauled by Franchise Haulers. “County” means the County of Orange, a political subdivision of the State of California and party to this Agreement. “County Landfills” means all active Class III sanitary landfills located within the County of Orange and operated by the Department. At the time of execution, County Landfills consist of the Olinda Alpha Landfill located in Brea, California, the Frank R. Bowerman Landfill located in Irvine, California, and the Prima Deshecha Landfill located in San Juan Capistrano, California. (Note: The current estimated closure date for the Olinda Alpha Landfill is 2036 as specified in its Solid Waste Facility Permit. Throughout the term of this Agreement, County reserves the right to reduce, continue, expand, or cease all operation at the Olinda Alpha Landfill at its sole discretion.) “County Plan” means the integrated waste management plan of the County approved by CalRecycle pursuant to the Act as in effect from time to time. “County Acceptable Waste” means Acceptable Waste generated in the County. “County-wide Recycling Services” has the meaning set forth in subsection 3.7(A) hereof. Page 8 of 71 “Cumulative Tonnage Target” for any given Contract Year means the amount specified in Appendix 2 hereto with respect to such Contract Year. “Department” means OC Waste & Recycling, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof. “Designated Facility” means the landfill or other County facility that the Department directs or assigns City Franchise Haulers to deliver City Acceptable Waste. “Director” means the Director of OC Waste & Recycling. “Disposal Services” means the solid waste disposal and other services to be provided by the County pursuant to the Service Covenant and as otherwise provided in this Agreement. “Disposal System” means the Waste Infrastructure System which includes solid waste disposal operations at active landfills; Organics Infrastructure; regional Household Hazardous Waste Collection Centers; and other waste management related systems deemed necessary by the County, as well as services, such as post-closure maintenance and other activities, at closed landfills formerly operated by the County, as appropriate under Applicable Law. “Environmental Fund” means the fund or funds held by the County to pay unanticipated costs of environmental mitigation, remediation or liability. “Franchise Hauler” means any hauler or collector who provides Acceptable Waste collection services within the City pursuant to, or under authority granted by, a permit, contract, franchise or other agreement with the City. The term Franchise Hauler includes the City itself if Acceptable Waste collection and transportation services are provided directly by City operated municipal collection service. “Full Cost Recovery” means all facets of Department costs and responsibilities including, but not limited to; operation, maintenance and management of the Waste Infrastructure System, labor and equipment, capital projects, environmental monitoring and mitigation, site closure, legal and regulatory compliance, long-term post-closure maintenance, remediation costs, planning for contingencies associated with the County’s long-term liability and maintaining adequate financial reserves. “Governmental Body” means any federal, State, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority. “Hazardous Material” or “Hazardous Substance” has the meaning given such term in CERCLA, the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code Section §78000 et seq.), and Titles 26 and 27 of the California Code of Regulations and other regulations promulgated thereunder. “Hazardous Waste” means (a) any waste which by reason of its quality, concentration, composition or physical, chemical or infectious characteristics may do either of the following: cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code, Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et seq.) and the regulations contained in 10 CFR Part 40. The terms Hazardous Waste, Hazardous Material or Hazardous Substance shall be used interchangeably in this Agreement when not referring to specific Applicable Law. “Host Fee” means the amount paid pursuant to Cooperative Agreements, referred to in Section 1.2 (I) of this Page 9 of 71 Agreement, to compensate the cities identified in Section 1.2(I) (“Host Cities”) for costs or impacts incurred by Host Cities which might be associated with County Landfills due to their location within Host City boundaries, and not already substantially avoided or mitigated through the identification and adoption of Project Design Feature and Mitigation Measures. “Imported Acceptable Waste” means Acceptable Waste that is generated outside of the geographical boundaries of the County and delivered to the Waste Infrastructure System. “Importation Agreement” means an agreement between the County and any public or private entity for the delivery and acceptance of Imported Acceptable Waste pursuant to contract. “Independent Haulers” means those waste collection/hauler companies primarily engaged as a principal business in the collection and transportation of municipal solid waste generated in the County of Orange which are not obligated to deliver County Acceptable Waste to the Waste Infrastructure System pursuant to a franchise, contract, permit or other authorization with a City in the County. “Initial Term” has the meaning specified in Section 6.1(A) hereof. “Legal Entitlement” means all permits, licenses, approvals, authorizations, consents and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Waste Infrastructure System or the performance of any obligation under this Agreement or the matters covered hereby. “Legal Proceeding” means every action, suit, litigation, arbitration, administrative or regulatory proceeding, and other legal or equitable proceeding having a bearing upon this Agreement. “Loss-and-Expense” means any and all loss, liability, obligation, damage, delay, penalty, judgment, deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs. “MRF Fines” mean undersized or pulverized material consisting of small fractions of waste that are created during the recycling process as Material Recovery Facilities. “Net Import Revenues” has the meaning ascribed thereto in Section 3.6 (F). “Non-Recycled City Acceptable Waste” means all City Acceptable Waste other than Recycled City Acceptable Waste. “OC Waste & Recycling Enterprise Fund” means the waste management enterprise fund established and managed by the County pursuant to Section 25261 of the Government Code separate from its other funds and accounts for receipts and disbursements in connection with the Waste Infrastructure System. “Organics Legislation” means organics recycling legislation including AB 1594, AB 1826, SB 1383 and any future legislation pertaining to the management and diversion of Organic Waste. “Organics Processing Services” means the services provided by County to Cities that choose to enter into the Organic Services Agreement provided in Appendix 5. “Organics Services Agreement” (“OSA”) means that separate agreement (as provided in Appendix 5) between County and interested Cities, whereby the County agrees to provide Organic Processing Services to interested Cities pursuant to the terms of the OSA. “Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46). Page 10 of 71 “Overdue Rate” means the maximum rate of interest permitted by the laws of the State, if applicable, or the prime rate established from time to time by the Bank of America, N.A. or its successors and assigns, plus 2%, whichever is lower. “Participating City” means any City executing a WISE Agreement in accordance with Section 3.6(A) hereof and meeting all requisite conditions to the Commencement Date thereof. “Participation Threshold” means the point at which the percentage of the County’s Acceptable Waste attributable to Participating Cities which have executed and delivered Agreements shall exceed 85% percent (using the percentage rates attributed to such Participating Cities in Appendix 1). “Posted Disposal Rate” means the per ton tipping fee charged by the County for the disposal of solid waste at the Disposal System by parties which are not entitled to disposal service at the Contract Rate pursuant to this Agreement or other contractual arrangement. “Prohibited Medical Waste” means any medical or infectious waste prohibited or restricted under Applicable Law from being received by or disposed at the Disposal System. “Qualified Household Hazardous Waste” means waste materials determined by local, State, and federal regulation to be: (1) Of a nature that they must be listed as hazardous in State statutes and regulations; (2) Toxic/ignitable/corrosive/reactive; and (3) Carcinogenic/mutagenic/teratogenic; which are discarded from households as opposed to businesses. Qualified Household Hazardous Waste shall not include Unacceptable Waste. “Recycled City Acceptable Waste” means any otherwise Controllable Waste which is separated from Acceptable Waste by the generator thereof or by processing and which is “recycled” within the meaning of Section 40180 of the Public Resources Code. “Renewal Term” has the meaning specified in Subsection 6.1(C) hereof. “Residue” means any material remaining from the processing, by any means and to any extent, of City Acceptable Waste or Recycled City Acceptable Waste; provided, however, that Residue shall not include minimal amounts of material remaining after such processing (which minimal amounts shall in no event exceed 10% of the amount of such City Acceptable Waste or Recycled City Acceptable Waste prior to processing). “Resource Conservation and Recovery Act” or “RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended and superseded. “Restricted Reserves” has the meaning specified in Section 4.5. “Sanitary Districts” means the sanitary districts in the County formed pursuant to the Sanitary District Act of 1923, codified in California Health & Safety Code Section 6400 et seq., as amended, supplemented, superseded and replaced from time to time. “Self-Hauled Waste” means City Acceptable Waste and City Acceptable Organic Waste collected and hauled by Self-Haulers. “Self-Hauler” means any person not engaged commercially in waste haulage who collects and hauls Acceptable Waste generated from residential or business activities conducted by such person. Page 11 of 71 “Service Coordinator” means the service coordinator for either party designated pursuant to subsection 3.5(C) hereof. “Service Covenant” means the covenants and agreements of the County set forth in Sections 3.2 and 3.3 hereof. “Special District” means public agencies created by a Governmental Body to provide one or more specific services to a community, such as but not limited to water, sewer, refuse, parks and recreation, fire protection, pest abatement, etc. “Source-Separated Household Hazardous Waste” means Qualified Household Hazardous Waste which has been segregated from Acceptable Waste originating or generated within the geographical jurisdiction of the City at the source or location of generation. “Source-Separated Household Hazardous Waste Disposal System” means the collection centers, facilities, contracts and other arrangements owned or administered by the County for the receipt, handling and disposal of Source-Separated Household Hazardous Waste. “State” means the State of California. “Term” shall mean the term of this Agreement. “Ton” means a “short ton” of two thousand (2,000) pounds. “Transfer Station” means any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility to which solid waste collected for the City is delivered for processing before receipt in the Waste Infrastructure System. “Unacceptable Waste” means Hazardous Material; Hazardous Waste; Hazardous Substances; Prohibited Medical Waste; Qualified Household Hazardous Waste separated from Acceptable Waste; explosives, ordnance, highly flammable substances, and noxious materials and lead-acid batteries (except if delivered in minimal quantities); drums and closed containers; liquid waste, oil, human wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural equipment, trailers, marine vessels and steel cable; hot loads; and any waste which the Waste Infrastructure System is prohibited from receiving under Applicable Law. “Uncontrollable Circumstance” means any act, event or condition affecting the Waste Infrastructure System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement; provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are: (1) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance, epidemic; and (2) a Change in Law. “Unincorporated Area” means those portions of the County which are not contained within the jurisdictional boundaries of incorporated cities. “Unincorporated Area Acceptable Waste” means Acceptable Waste originating from or generated within Page 12 of 71 the Unincorporated Area. “Unrestricted Reserves” means cash and other reserves of the Waste Infrastructure System which are not Restricted Reserves. “Waste Disposal Covenant” means the covenants and agreements of the City set forth in Section 3.1 hereof. “Waste Infrastructure System” or “Disposal System” means County owned or operated waste management related facilities, including active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. “WISE” means Waste Infrastructure System Enterprise. “WISE Agreements” means each of the WISE agreements entered into between the County and any City within the County, Special District, Sanitary District, Jurisdiction, or operator of any Franchise Hauler located in the County in accordance with the terms herewith. SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires: (A) References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the Contract Date. (B) Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa. (C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals. (D) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (E) No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement. (F) Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement. (G) Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. (H) Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and Page 13 of 71 (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement. (I) Integration; Preservation of Certain Agreements. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement shall completely and fully supersede all prior understandings and agreements between the Parties with respect to such transactions; provided; however, that this Agreement shall not supersede the following Cooperative Agreements as they currently exist or as they may be amended in the future: 1) Cooperative Agreement between the City of Brea and the County of Orange regarding the Olinda Alpha Landfill. 2) Cooperative Agreement between the City of Irvine and the County of Orange regarding the Frank R. Bowerman Landfill. 3) Cooperative Agreement between the City of San Juan Capistrano and the County of Orange regarding the Prima Deshecha Landfill. ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that: (A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State. (B) Due Authorization. The City has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the City. SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that: (A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State. (B) Due Authorization. The County has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the County. ARTICLE III DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF WASTE MANAGEMENT AND DISPOSAL SERVICE SECTION 3.1 DELIVERY OF WASTE. (A) Waste Management and Disposal Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this Agreement, and subject to available Waste Infrastructure System capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Waste to the Waste Infrastructure System in accordance herewith. (B) Recycled City Acceptable Waste. The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation. Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source Page 14 of 71 separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Waste generated in the City and delivered to the Waste Infrastructure System by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Contract Rate to the extent provided in Article IV hereof) and shall not constitute a breach of this Agreement. (C) Waste Delivered to Transfer Station. All Residue from any processing of Controllable Waste by materials recovery, composting, recycling or other means, wherever performed, shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Where City Acceptable Waste is processed at a facility which concurrently processes other Acceptable Waste in a manner which produces commingled residue which cannot be traced to a geographic source, generic residues from such facility in Tonnage equal to the residues that would have been produced had City Acceptable Waste only been processed at the facility shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Any City Acceptable Waste or material derived or segregated therefrom which is held in storage and asserted by the possessor thereof to constitute Recycled City Acceptable Waste awaiting sale or distribution to the secondary materials markets shall constitute Controllable Waste if, when and to the extent that the storage or diversion thereof can be reasonably deemed to constitute an evasion of the Waste Disposal Covenant rather than generally recognized, accepted and prevailing practice in the Southern California materials recovery and recycling industry conducted in accordance with Applicable Law. In order for the owner and/or operator of a transfer station to be entitled to deliver Acceptable Waste from a Participating City to the Waste Infrastructure System for the Contract Rate as provided in Article IV, such owner and/or operator must execute a direct agreement with the County, acknowledging and agreeing to comply with the obligation of the Participating City to cause the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to this Agreement. In addition, the County shall be authorized to implement procedures to determine if Acceptable Waste delivered by the owners or operators of Transfer Stations is entitled to utilize the Waste Infrastructure System for the Contract Rate. Such procedures may include requiring Transfer Stations to certify, under penalty of perjury, the source of any such Acceptable Waste. If necessary, the County may require that, in order to qualify for use of the Waste Infrastructure System for the Contract Rate, Transfer Stations must deliver Controllable Waste in loads containing only Controllable Waste, and not commingled with Acceptable Waste from entities which are not Participating Cities or Participating Independent Haulers. (D) Power to Obligate Waste Disposal and Comply with this Agreement. On or before the Commencement Date, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall have the right without material restriction on and after the Commencement Date to direct the delivery of all Controllable Waste to the County Waste Infrastructure System (whether or not such Controllable Waste is delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, and (ii) the City shall designate the Waste Infrastructure System as the disposal location pursuant to such franchise, contract, lease or other agreement. On and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Waste Infrastructure System, and may directly enforce such obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the County’s third party beneficiary rights. (E) Controllable Waste Flow Enforcement. (1) The City, in cooperation with the Department, shall establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to and in accordance with the Waste Disposal Covenant for Controllable Waste disposal at the times and in the manner provided herein. The waste flow enforcement program shall consist of amending City franchises, permits or authorizations with all Franchise Haulers, to the extent required by this Section Page 15 of 71 and to the extent allowed by law, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the Waste Disposal Covenant, but shall not be limited to: (i) licensing or permitting Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant, (ii) providing for and taking appropriate enforcement action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise of injunctive relief against non-complying Franchise Haulers and (iii) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver certification, under the penalty of perjury, of the amounts of Controllable Waste received and Residue remaining from processing at such Transfer Station. (2) The City acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to the amount that the City would have been required to pay to the County had the Waste Disposal Covenant not been breached, which shall be calculated by: (1) subtracting the number of tons actually delivered during the month(s) of the breach from the number of tons that were delivered during the same month(s) closest in time when there was no such breach, even if such month(s) closest in time was prior to the Term, and (2) multiplying such amount by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2). In the event that the County terminates the Agreement as a result of such breach, the damages due as a result of such termination shall be equal to the average monthly deliveries by the City for the twelve (12) months prior to the commencement of the breach multiplied by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2), multiplied by the number of months that would have remained in the Term of the Agreement had the termination not occurred. The parties recognize that if the City fails to meet its obligations hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of such damages. Therefore, the parties agree that the damages specified above represent a reasonable estimate of the amount of such damages, considering all of the circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made. (F) Legal Challenges to Franchise System. The City shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or defendant), by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge. In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City’s exercise thereof establishes in a final determination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise Hauler fails to deliver Controllable Waste to the Waste Infrastructure System in breach of its franchise with the City on the grounds that a judicial determination made by any court or other Applicable Law has rendered its obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal grounds, with the result that actual waste deliveries to the Disposal System fall below the Cumulative Tonnage Targets, the County shall be entitled to avail itself of the remedies described in Section 4.2(B) hereof. (G) Franchise Haulers. The City shall compile and provide the Department with the following information concerning all Franchise Haulers: name, address and phone number; identification number; area of collection and transportation; and franchise and permit terms. (H) Waste Information System. The City shall cooperate with the Department in collecting information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement, the Act, Organics Legislation, or other Applicable Law. Such information may include information such as, data pertaining to Controllable Waste collected, transported, stored, processed and disposed of, Recycled City Acceptable Waste collected, transported, stored, processed and marketed or disposed of, Controllable Organic Waste collected, stored, processed and marketed or disposed of, Franchise Haulers’ franchise, permit or license terms, collection areas, Page 16 of 71 transportation routes and compliance with Applicable Law; and all other information which may reasonably be required by the Department in connection with this Agreement. The City agrees to include in any revised franchise, contract, license or permit or other authorization granted to Franchise Haulers an obligation of the Franchise Hauler to provide to the County information relating to the Controllable Waste collected by such Franchise Hauler, including origins from which such Controllable Waste was collected (identifying Controllable Organic Waste, Recycled City Acceptable Waste, or as otherwise may be required under this Agreement or under Applicable Law), tonnage by type of load (residential, commercial, roll-off box), customer service levels, tonnage delivered by transfer station or material recovery facility utilized, and other related information. (I) City Actions Affecting County. The City agrees to carry out and fulfill its responsibilities under this Agreement and Applicable Law so as to permit full and timely compliance by the County with its covenants and agreements with the State. In particular, the City agrees not to conduct, authorize or permit any disposal services for Controllable Waste to be provided in competition with the Disposal Services provided by the County hereunder, and not to take or omit to take any action with respect to Controllable Waste, its collection, transportation, transfer, storage, treatment, processing, or disposal that may materially and adversely affect the County’s ability to achieve such timely compliance. Notwithstanding the foregoing, the City shall not be required to deny any permit or license or refuse to grant any approval while exercising its police powers. (J) No Right of Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver or cause the delivery to the Waste Infrastructure System of Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Waste or Acceptable Organic Waste. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Waste or Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Waste or Controllable Organic Waste for any purpose hereunder. (K) Annexations and Restructuring. It is the intention of the parties that this Agreement and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and the Contract Rate, shall, to the extent permitted by Applicable Law, extend to any territory annexed by the City (or any territory with respect to which the City assumes solid waste management responsibility from a Sanitary District or other public entity) and shall bind any successor or restructured Governmental Body which shall assume or succeed to the rights of the City under Applicable Law. SECTION 3.2 PROVISION OF WASTE INFRASTRUCTURE SERVICES BY THE COUNTY. (A) Service Covenant. Commencing on the Commencement Date, and subject to available Waste Infrastructure System capacity, the County shall provide or cause the provision of the service of receiving and disposing of all Controllable Waste at the Waste Infrastructure System, and, in accordance with subsection 3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Disposal System. The County, to the maximum extent permitted under Applicable Law, shall use its best efforts to keep the Waste Infrastructure System open for the receipt of Acceptable Waste for disposal or transfer of Controllable Waste pursuant to this Agreement. The County shall do and perform all acts and things which may be reasonably necessary or desirable in connection with its covenants in this subsection, including without limitation all planning, development, administration, implementation, construction, operation, maintenance, management, financing and contract work related thereto or undertaken in connection therewith. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and under this Agreement, Applicable Law and prudent solid waste management practice and environmental considerations. (B) Source-Separated Household Hazardous Waste. The County shall maintain, as part of the Waste Infrastructure System, a Source-Separated Household Hazardous Waste Disposal System for the disposal of Source-Separated Household Hazardous Waste. The disposal service provided by such system shall constitute part of the Disposal Services, and shall be available to Participating Cities as part of the Contract Rate. The County may impose additional fees and charges for n e w services relating to Source-Separated Household Hazardous Waste o r with respect to cities which are not parties to an Agreement. The County may provide for the expansion, contraction or modification of the Source-Separated Household Hazardous Waste Disposal System Page 17 of 71 and its services to the extent necessary to ensure the Waste Infrastructure System’s viability. (C) Designated Facilities. County and City will coordinate in determining the primary landfill used for disposal and processing of Controllable Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the landfill used by the City as soon as possible. In th e even t a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System the County shall have the right to redirect Controllable Waste to another landfill within the Waste Infrastructure System for the duration of the situation, event or circumstance; provided, however, that in such circumstances the County shall utilize reasonable efforts to first redirect waste which is not Controllable Waste. In no event shall the County be required to accept Controllable Waste if it does not have sufficient permitted disposal capacity within the Waste Infrastructure System. (D) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this Agreement. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law. County failure to duly observe and comply with the Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law. If the alternative or substitute means and methods proposed for the County to observe and comply with the Service Covenant are more costly that the previously used means and methods, County shall be entitled to a corresponding Contract Rate increase to cover any associated additional costs pursuant to the provisions of Section 4.2 of this Agreement. SECTION 3.3 COUNTY RIGHT TO REFUSE WASTE. (A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of: (1) Hazardous Waste; (2) Controllable Waste delivered at hours other than those provided in Section 3.5 hereof; (3) Waste that does not constitute Acceptable Waste; (4) Acceptable Waste delivered by City but originating from or generated outside the jurisdiction of the City; (5) Controllable Waste consisting primarily of construction and demolition debris or inert material which may cause a particular facility’s daily tonnage limit to be exceeded; Page 18 of 71 (6) Acceptable Waste in excess of permitted limits; and (7) Acceptable Waste that would result in County violating Applicable Law. (B) Identification of Unacceptable Waste. The Department shall have the right (but not the duty or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Waste Infrastructure System, and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is unloaded. If the Department determines that it is impractical to separate Controllable Waste from Unacceptable Waste in any vehicle, or if the Franchise Hauler delivering such waste is unwilling to make such separation, or if any vehicle is carrying waste which may spill or leak, then the Department may reject the entire vehicle, and the City shall forthwith remove or cause the removal of the entire delivery from the Waste Infrastructure System. The Department may take all reasonable measures to prevent waste from being blown or scattered before and during unloading. The City shall cause the Franchise Haulers to observe and comply with Applicable Law, the operating rules and regulations of the Department, and the provisions of this Agreement prohibiting the delivery of Unacceptable Waste to the Waste Infrastructure System. (C) Hazardous Waste and Hazardous Substances. The parties acknowledge that the Waste Infrastructure System has not been designed or permitted to accept Hazardous Waste or Hazardous Substances, and is not intended to be used in any manner or to any extent, for the handling, transportation, storage or disposal of Hazardous Waste, Hazardous Material or Hazardous Substances. Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or Hazardous Substances to the Waste Infrastructure System. City shall be responsible for the costs of removal, and any regulatory fines, associated with the knowing delivery of any Hazardous Substances to the Waste Infrastructure System by the City or its Franchise Hauler. (D) Disposal of Unacceptable Waste and Hazardous Waste. If Unacceptable Waste or Hazardous Waste is discovered in a vehicle at any facility within the Waste Infrastructure System, the driver of the vehicle will not be permitted to discharge the load. If a vehicle is observed unloading Unacceptable Waste or Hazardous Waste in the tipping area of a facility within the Waste Infrastructure System Department personnel will use reasonable efforts to assure that such material has been characterized, properly secured and its disposition resolved. The return or reloading onto the delivery vehicle of any Hazardous Waste, Prohibited Medical Waste or other waste requiring handling or transportation shall be conducted in accordance with Applicable Law. Whenever Hazardous Waste is detected at any facility within the Waste Infrastructure System, the Department shall take immediate action in accordance with Applicable Law. SECTION 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE. Commencing on the Commencement Date, the County in accordance with Applicable Law shall provide or cause to be provided the service of disposing of non-recycled Acceptable Waste originating or generated within the Unincorporated Area and, with respect to such material, shall comply with the Waste Disposal Covenant as if the County constituted a City subject to the Waste Disposal Covenant hereunder. Rates charged by the County for the disposal of each class of non-recycled Acceptable Waste generated in the Unincorporated Area shall be the same as the Contract Fee charged for the disposal of each class of Controllable Waste. The County shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant (with respect to non-recycled Acceptable Waste generated in the Unincorporated Area) against any challenge thereto, legal or otherwise, by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The County shall bear the cost and expense of any such Legal Proceeding or other challenge (with respect to non- recycled Acceptable Waste generated in the Unincorporated Area). SECTION 3.5 MISCELLANEOUS OPERATIONAL MATTERS. (A) Operating Hours. The County shall keep the Waste Infrastructure System open for the receiving of Acceptable Waste during such regular operating hours as may be established by the Department in the operating rules and regulations applicable to the Waste Infrastructure System. The County reserves the right to modify the operating days and hours to comply with Applicable law or as otherwise may be deemed necessary by the County. Page 19 of 71 (B) Scales and Weighing. The Department shall operate and maintain permanent scales at the Waste Infrastructure System as required by Applicable Law. The Department shall weigh all vehicles delivering waste by or on behalf of the City (whether or not the County accepts such waste) and prepare a daily weight record with regard to such delivery. (C) Service Coordinator. The County and the City each shall designate in writing thirty (30) days prior to the expected Commencement Date a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a “Service Coordinator”). Either Party may designate a successor or substitute Service Coordinator at any time by notice to the other Party. (D) Review of Records. Each Party may review the other Party’s books and records with respect to matters relevant to the performance by either Party under this Agreement or otherwise related to the operation of the Waste Infrastructure System to the extent allowed under the California Public Records Act (interpreted as if the Parties to this Agreement were natural persons for purposes of the Public Records Act). SECTION 3.6 OTHER USERS OF THE DISPOSAL SYSTEM. (A) On or Before April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities with respect to Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the County, including other cities in the County, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers. Agreements entered into during this period shall have terms and provisions substantially identical to the terms and provisions of this Agreement; provided, however, that in no event shall such agreements have terms and provisions more favorable than the terms and provisions of this Agreement (including but not limited to the Contract Rate and availability of disposal capacity). (B) After April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities, including any city, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers, or otherwise accept Acceptable Waste from such parties, but only within the limitations contained in this Section. Any such agreement or waste acceptance agreement must provide that the party delivering waste shall pay a Disposal Rate at least 10% higher than the Contract Rate unless the County determines it is in the best interest of the Waste Infrastructure System to establish a Disposal Rate less than 10% higher than the Contract Rate. In no event shall the Disposal Rate be less than the Contract Rate. In addition, the County shall reserve the right in any such agreement to at any time, to the extent permitted by Applicable Law, refuse to receive and dispose of Acceptable Waste from any city, Special District, Sanitary District, Franchise Hauler and Independent Hauler if and to the extent that such receipt and disposal might materially and adversely affect the ability of the County to comply with its obligations to the Participating Cities under the WISE Agreements to which each is a party. (C) Posted Disposal Rate. The Posted Disposal Rate shall at all times be at least 10% higher than the Contract Rate. (D) Self-Haulers. The City and the County acknowledge that Self-Haulers shall be entitled to deliver Self-Hauled Waste to the Waste Infrastructure System, on a non-contract basis, at the Posted Disposal Rate. Such Self-Haulers shall not be entitled to dispose of Acceptable Waste for the Contract Rate. (E) Receipt of Imported Acceptable Waste on a Contract Basis. The County shall have the right to enter into Importation Agreement(s) with any public or private entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Waste Infrastructure System and to generate Net Import Revenues. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable W I S E Agreements throughout the Term thereof. (F) Application and Use of Revenues From Other Users. (1) County Acceptable Waste: Throughout the Term hereof, all revenues received by the County from the disposal or processing of County Acceptable Waste into the Waste Infrastructure System Page 20 of 71 (including Surcharges, and any and all fine, penalty, liquidated damages or other damages, grants, awards or revenue received by the County in connection with the Waste Infrastructure System), shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Waste Infrastructure System. (2) Imported Acceptable Waste: Throughout the Term hereof, all revenues received by the County, pursuant to an Importation Agreement, for the disposal or processing of Imported Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages or revenue received by the County in connection with the Waste Infrastructure System), shall first be applied toward all of the costs attributable to the acceptance and management of such Imported Acceptable Waste into the Waste Infrastructure System. Costs attributable to the disposal of Imported Acceptable Waste include, but are not limited to, deposits to the Environmental Fund, deposits to closure and post-closure reserves, Host Fees (if applicable), incremental operating costs (such as manpower expenditures, equipment, services and supplies expenditures), State surcharges, regulatory fees, charges or penalties, and a pro rata share of capital project costs. Revenue remaining after costs attributable to the disposal and management of Imported Acceptable Waste shall be considered “Net Import Revenues” and shall be calculated and distributed as follows: (i) Calculation: Net Import Revenues are estimated to be 30% of the revenues received by the County from the disposal of Imported Acceptable Waste (excluding any newly established per-ton fees or increases to existing per-ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Waste Infrastructure System are located.) (ii) Distribution: Net Import Revenues shall be distributed as follows; a. 50% of any Net Import Revenues shall be paid to the County General Fund. b. 50% of such Net Import Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 1 for use for any purpose by the Participating City, including but not limited to State mandated solid waste programs. Payments of such amount to the County General Fund and the Participating Cities shall be made by the County within ninety (90) days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Cities shall be apportioned in the percentages set forth in Appendix 1. c. The percentages set forth in Appendix 1 with respect to each Participating City will be annually reviewed and adjusted every five (5) years to reflect the percentage of actual deliveries of Acceptable Waste from each Participating City as compared to the total amount of actual deliveries from all of the Participating Cities. The County shall notify Participating Cities of the revised percentages in Appendix 1 within one hundred and twenty (120) days of the end of the fiscal year. SECTION 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. (A) County-Wide Recycling Services. Unless otherwise specifically provided in this Agreement, County is not required to provide for any source reduction, materials recovery, recycling, or other waste diversion services under this Agreement. However, County may choose to provide County-Wide Recycling Services funded through the County OC Waste & Recycling Enterprise Fund at its sole discretion. Unless specifically provided for this in this Agreement or otherwise paid for pursuant to a rate increase as provided in Section 4.2 of this Agreement, any such County-Wide Recycling Services may be expanded, contracted or modified by the County at any time in its sole discretion. (B) Organic Processing and Diversion Services. The County has developed Organics Infrastructure and programs available to interested Cities intended to assist Cities in meeting their diversion and Organic Legislative Recycled Organic Waste Procurement goals and to promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law . Cities interested in Page 21 of 71 receiving County provided Organic Processing Services may enter into the separate Organic Services Agreement (“OSA”) provided in Appendix 5 of this Agreement. (C) Food Waste Processing and Diversion. County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties. (D) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County-wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB 1383. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties. (E) Recycling Market Development Zone (“RMDZ”) Program. The RMDZ program, administered by the California Department of Resource Recycling and Recovery (CalRecycle), combines recycling with economic development to support business that use materials from the waste stream to manufacture their products. The program offers loans, technical assistance and product marketing to eligible businesses located within designates zones. City agrees to cooperate and collaborate with County in support of the RMDZ program. (F) Separate City-County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person to provide source reduction, materials recovery, recycling, composting or other waste diversion services. Any such program conducted by the County, whether in participation with the City, any other of the Participating Cities, other Cities, Special Districts, Sanitary Districts, Franchise Haulers, Independent Haulers, Unincorporated Area or non-County entity, shall be operated, managed and accounted for as a program separate and distinct from the Disposal Services program contemplated by the WISE Agreements and shall not be funded through the general revenues of the Disposal System. ARTICLE IV CONTRACT RATE SECTION 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE. The City acknowledges that the County shall have the right to charge and collect a Contract Rate for the acceptance, disposal, and processing of Controllable Waste delivered to the Waste Infrastructure System by City or its Franchise Hauler. The Contract Rate shall be calculated and established, and may be modified, as provided in Section 4.2 hereof. In addition, the City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Contract Rates. SECTION 4.2 CONTRACT RATE. (A) Establishment of Contract Rate. The Contract Rate payable by each City or Franchise Hauler shall be a three (3) year progressive Contract Rate of $67/ton (July 1 2026 through June 30, 2027), $76/ton (July 1, 2027 through June 30, 2028), and $78/ton (July 1, 2028 through June 30, 2029) and contingent on the delivery to the Waste Infrastructure System of an amount of City Acceptable Waste at least equal to the Cumulative Tonnage Targets identified in Appendix 2, and subject to adjustment necessary to reflect the circumstances set forth in this Section 4.2 including but not limited to: (i) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Uncontrollable Circumstances, other than Changes in Law; (ii) costs incurred by the County (in excess of available insurance proceeds and amounts available in the Environmental Fund for such purposes) remediating environmental conditions at the Disposal System or inactive or closed disposal sites in the County, which, if uncorrected, could give rise to potential Page 22 of 71 claims under CERCLA or related federal or State statutes, including costs incurred providing indemnification to any Participating City pursuant to subsection 7.3; (iii) tonnage shortfalls to the extent permitted by Sections 4.2(B); (iv) [RESERVED] (v) increased costs incurred by the County due to the occurrence of one or more Changes in Law; (vi) Capital Costs in excess of the Capital Costs at any point in time during the term hereof exceeding the Cumulative Capital Costs set forth in Appendix 3; (vii) Provision of new or expanded services, provided on terms as agreed to by the Parties. Prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (i), (ii) or (iii) above, the County shall utilize the following remedies in the following order of priority: (1) reduce the costs of operating the Disposal System to the extent practicable; and (2) at the sole discretion of the County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System. The County will not be required to utilize such remedies prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (iv), (v) (vi), or (vii) above. Any adjustments to the Contract Rate permitted by this Section shall be calculated by the County to reflect the actual costs or expenses of addressing the circumstance or circumstances pursuant to which the adjustment is authorized. The County agrees that it will evaluate the feasibility of long-term financing for significant capital costs where appropriate. (B) County Acceptable Waste Shortfall. In the event that the actual amount of County Acceptable Waste delivered to the Disposal System at the end of any Contract Year is less than the Cumulative Tonnage Target for such Contract Year for County Acceptable Waste, as specified in Appendix 2, the County shall utilize the following options, in the following order of priority, in order to remedy any adverse effects of such tonnage shortfall: (i) reduce the costs of operating the Waste Infrastructure System to the extent practicable; (ii) at the sole discretion of County, utilize Restricted Reserves described in clause (iii) of Section 4.5 to pay costs of the Waste Infrastructure System; (iii) at the sole discretion of County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System; and (iv) adjust the Contract Rate. In the event that implementation of the steps described above does not result in sufficient revenues to satisfactorily address the shortfall in tonnage, the County shall have the right to terminate the Agreement on sixty (60) days written notice to the City. In addition, in the event that Waste Infrastructure expenses are lower than estimated or actual deliveries to the Disposal System exceed the Cumulative Tonnage Target as of the end of any Contract Year, the City acknowledges the County shall have the right to establish reserves intended to reflect the potential for lower than expected annual waste deliveries in subsequent years, and that any such reserves shall constitute “Restricted Reserves”. Page 23 of 71 [ (C) [RESERVED] (D) Interim Use of Remedies. In the event that, during any Contract Year, waste deliveries to the Disposal System are 25% or more below delivery projections for such Contract Year with the result that the County determines it is unlikely that the Cumulative Tonnage Target will be achieved as of the end of such Contract Year, the County may utilize the remedies described in Section 4.2(B) prior to the end of such Contract Year; provided, however, that if at the end of such Contract Year, the Cumulative Tonnage Target is actually met, the County shall reimburse any adjustments to the Contract Rate made pursuant to this Section to Participating Cities. Such reimbursement shall occur in a manner as agreed between the parties, and may be given as a credit or adjustment to the Contract Rate for future deliveries, rather than a lump sum payment. (E) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to impose special charges for the provision of new or expanded services or the receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials. In addition, in the event that the Board of Supervisors of the County makes a determination to implement a facility (including but not limited to a transfer station, landfill, conversion technology facility, materials recovery or processing facility, or expanded Organic Waste Processing such as CASP, Anaerobic Digestion or Commercial Food Diversion), which facility would be intended to provide for disposal or diversion alternatives, within the Waste Infrastructure System County may impose an additional charge of $0.50 per ton of Acceptable Waste in order to pay the costs of the study, development, planning, construction and/or operation of such facility. Adjustments pursuant to this Section 4.2(E) shall not require compliance with the provisions of Section 4.2(I) (F) Escalation. The Contract Rate shall be adjusted each July 1, beginning 2029. The change will be equal to the percentage change in the Consumer Price Index – Consumer Price Index for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG) as measured from the October t w e n t y o n e (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment. For example: The July 1, 2029 rate adjustment shall be based upon the index change from October 2025, to October 2026, referred to as year 1 and year 2 respectively in the following example. Formula to calculate percentage change in the Contract Rate: Step 1: October Year 2 CPI - 1 = % increase in Contract Rate October Year 1 CPI Step 2: Current Contract Rate x (1+ % increase in Contract Rate) = Contract Rate as of July 1 Year 2 On each April 1, commencing April 1, 2027, the County shall provide the City with notice of the adjustment to the Contract Rate to be effective the following July 1. Such notice shall contain the calculation of the adjustment set forth above. The County will calculate the new Contract Rate each year. In the event that the change in CPI as described above is negative rathe r than p os it ive, no rate adjustment will be made for that year. No adjustment under this Section 4.2(F) will take place until the October CPI index surpasses the index level as of the October immediately preceding the last annual rate adjustment pursuant to this Section 4.1(F), which will be considered “year 1” in calculating the change in the Contract Rate. For example, if the change in CPI is measured as follows: October 2027 = 205, October 2028 = 204, October 2029 = 201, October 2030 = 208, then there would be no adjustment in July 2029, or July 2030, and an adjustment equal to the change from 205 to 208 would be implemented on July 1, 2031. Contract Rate True-up: County will notify City prior to April 30, 2030 (and every three (3) years thereafter) and advise whether actual inflation rate since execution should be frozen for a period of time (in circumstances where Page 24 of 71 Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Contract Rate should be increased beyond CPI as described above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery. Adjustments pursuant to this Section 4.2(F) shall not require compliance with the provisions of Section 4.2(I). (G) Adjustment Resulting from Increased Fees. In addition to the other adjustments specified herein, the Contract Rate shall be adjusted to reflect the imposition of new fees or increase in existing fees relating to the disposal of Controllable Waste imposed by State, federal or other agencies (e.g., the State’s Integrated Waste Management fee, which is currently $1.40 per ton, but is expected in increase during the term of this Agreement). The adjustment shall be equal to the amount of any new or increased fee, and the adjustment shall take effect so as to coincide with the imposition of the new or increased fee. The County shall provide notice of any increase pursuant to this Section 4.2(G) as soon as practicable after becoming aware of the imposition of any fees described above. Adjustments pursuant to this Section 4.2(G) shall not require compliance with the provisions of Section 4.2(I). (H) [RESERVED] (I) Procedure for Rate Adjustments. In the event the County determines that it is entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A) (other than 4.2(A)(iv)) or Section 4.2(B), it shall utilize the procedures described in this Section 4.2(I). The County shall be required to provide the City with at least n i n e t y (90) days prior written notice of the adjustment, which notice shall identify the specific event(s) or circumstances which require the adjustment. The notice shall also specify the earliest date on which the County Board of Supervisors shall consider the proposed adjustment. At least f o r t y f i v e (45) days prior to such meeting of the Board of Supervisors, the County shall provide the City with a report which shall contain the following information: a description of the specific event(s) or circumstances which require the adjustment; a description (including cost estimates) of any activities (which may include, but not be limited to capital improvements to the Waste Infrastructure System) required in order to remedy such event or circumstance; certification by the County that it has implemented the remedies described in Section 4.2(A) or (B) prior to requiring the rate adjustment; and a description of the methodology used by the County to calculate the adjustment to the Contract Rate (hereinafter the “County Report”). In the event the City disputes the adjustment, it shall provide the County with a written description of the reason for the dispute at least ten (10) days prior to the meeting of the Board of Supervisors identified in the initial notice of the County (hereinafter the “City Report”). The City Report shall be provided to the Board of Supervisors for consideration at such meeting in connection with the proposed rate adjustment. At any time from and after the date that the County provides the City with the County Report, upon the request of either party, the City and County shall meet and confer in good faith to resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In any such meeting, the County shall be represented by the Director of the Department or his or her designee. In the event the Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall become effective on the date identified in the initial notice sent by the County regardless of whether or not the procedures in Section 4.2(J) are utilized, but subject to potential reimbursement pursuant to clause (11) of Section 4.2(J). (J) Procedure for Expedited Judicial Review of Contested Rate Adjustment. In the event that, within t h i r t y (30) days after the effective date of any Contract Rate adjustment made pursuant to Section 4.2(I), Participating Cities which, in the aggregate, accounted for more than 50% of the County Acceptable Waste delivered to the County System in the twelve (12) months preceding the Contract Rate adjustment, provide notice to the County of their election to utilize the procedures described in this Section 4.2(J), then the provisions of this Section 4.2(J) shall be utilized by such Participating Cities and the County to resolve the dispute over the Contract Rate Adjustment. In the event that Participating Cities which have delivered the amount of waste contemplated in the preceding sentence do not provide notice to the County of such election, the County shall have no obligation to participate in or cooperate in the implementation of the procedures described below in this Section 4.2(J). (1) In order to pursue the expedited judicial determination described in this Section (the “Expedited Rate Determination”), the Participating Cities which have made the election described in the paragraph above (the “Challenging Cities”) must commence a civil action for breach of contract (the “Action”) in Page 25 of 71 the Orange County Superior Court within f o r ty f iv e (45) days of the date on which the Board of Supervisors approves the challenged adjustment to the Contract Rate. (2) Within two (2) Court days of filing the Action, the Challenging Cities shall s personally serve on the County Counsel, with copy provided to the Clerk of the Board both the summons and complaint, and a stipulation and request for the entering of an order incorporating all of the procedural provisions relating to the Expedited Rate Determination as set forth in this Section 4.2(J) (such stipulation and request for order is hereinafter referred to as the “Expedited Rate Determination Stipulation”). The Expedited Rate Determination Stipulation shall be signed by each of the Challenging Cities, or on behalf of them by their legal counsel. (3) Within fifteen (15) days of the date of service upon the County of the summons and complaint, and Expedited Rate Determination Stipulation, County Counsel shall execute the Expedited Rate Determination Stipulation and d e l i v e r i t a s w e l l a s the County’s answer to the complaint in the Action, b y e l e c t r o n i c m e a n s , t o the Challenging Cities through their counsel of record. The Stipulation shall also include a waiver by each of the parties of their right to a jury trial of the issues raised in the Action. The Parties agree that the duty to execute the Expedited Rate Determination Stipulation and comply with the procedures set forth for Expedited Rate Determination in this Section 4.2(J) shall be, and are hereby deemed to be, ministerial duties which the law specifically enjoins upon each of them, and shall be subject to enforcement by the parties herein pursuant to Code of Civil Procedure Section 1085, et seq., or by means of a complaint for specific performance. (4) Within three (3) days of the date of service by the County upon the Challenging Cities of the fully signed Expedited Rate Determination Stipulation, the County and the Challenging Cities shall jointly make ex parte application to the Orange County Superior Court in the Action for the issuance of an order reflecting the procedural requirements and timelines contained in the Expedited Rate Determination Stipulation, provided however, the timelines may be adjusted by the Court as it deems may be needed for its convenience. As part of such ex parte application, the County and the Challenging Cities shall expressly seek to confirm with the Orange County Superior Court the briefing schedule, and request a hearing date (effectively a trial date) in accordance with the procedures set forth in this Section 4.2(J). (5) Within ten (10) days of the date of service by the County upon the Challenging Cities of the answer in the Expedited Rate Determination, the Challenging Cities shall file with the C ourt and e l e c t r o n i c a l l y serve upon County C o u n s e l the Challenging Cities’ opening brief and the Record in the Expedited Rate Determination. The opening brief shall not exceed 15 pages in length. The Record shall consist of, and be limited to, the record of the proceedings before the Board of Supervisors with respect to the adjustment of the Contract Rate, including but not limited to the County Report and the City Report prepared by each or any of the Challenging Cities pursuant to Section 4.2(I), any materials filed or lodged with the Board of Supervisors and the Orange County Waste Management Commission in connection with its decision, the transcript of the proceedings of the Board of Supervisors meeting(s), and the Orange County Waste Management Commission, the minutes of the Board of Supervisors and the Orange County Waste Management Commission meeting, and the resolution and/or other documentation evidencing t h e action by the Board of Supervisors and the Orange County Waste Commission to adjust the Contract Rate pursuant to Section 4.2(A) or (B). The record shall also include the most recent reports prepared pursuant to Sections 4.6 and 4.7. The Expedited Rate Determination shall be decided solely on the evidence in the Record, and no extrinsic evidence shall be submitted to or considered by the Court. (6) Within ten (10) days of service by the Challenging Cities of their opening brief and the Record, the County shall file and elec tron ica l ly serve upon the Challenging Cities’ Counsel the County’s opposition brief. The opposition brief shall not exceed 15 pages in length. (7) Within five (5) days of service by the County upon the Challenging Cities of the opposition brief, the Challenging Cities may file and electronically serve upon County Counsel a reply rebuttal brief, which shall not exceed 10 pages in length. (8) The trial of the Expedited Rate Determination shall be conducted as a law and motion hearing, similar to a hearing on a writ, which shall be conducted at the date set by the Court in connection with the ex parte application conducted pursuant to Section 4.2(J)(4), or such other date and time ordered by the Court. If the Court requests the parties to prepare supplemental briefs in response to any question or issue raised by the Court, the parties may do so. Page 26 of 71 (9) The standard of review for the Expedited Rate Determination shall be the preponderance of the evidence based upon the Record. The burden of proof shall be borne by the Challenging Cities, and the burden of proof shall be the same as with respect to a plaintiff in a damages action for breach of contract. Both parties have participated in the drafting of this Agreement. Accordingly, nothing set forth in this Agreement shall be interpreted or construed for or against either of the parties as a consequence of their participation in the drafting of this Agreement. (10) The court shall be advised that the Parties request that it issue a written statement of decision and enter judgment within thirty (30) days of the date of the hearing in the Expedited Rate Determination, although the Parties recognize that the Court has discretion to act as it deems appropriate in accord with applicable laws in connection with the timing thereof. (11) If the court determines that any portion of the County’s adjusted Contract Rate which is the subject of the Expedited Rate Determination was improperly imposed, the County shall, within thirty (30) days of the date of the statement of decision, reimburse to the City the amount improperly imposed, together with interest calculated at the Overdue Rate. If agreed by the Parties, as an alternative such reimbursement may be made in the form of a reduction in the Contract Rate for a future period (not to exceed twelve (12) months), applied in a manner such that it provides full reimbursement of the amounts described above (including the Overdue Rate, to be applied consistent with provisions of Section 7.14 hereof.) (12) If for any reason the court does not sign the order contained in the Expedited Rate Determination Stipulation, the City shall, within 30 days of the court’s denial of such requested order, file with the court and personally serve upon the County a motion for summary judgment and/or motion for judgment on the pleadings, in accordance with Code of Civil Procedure Section 437(c) and 438. By executing this Agreement, the parties hereby stipulate that, in the event that the Challenging Cities file such summary judgment motion and/or motion for judgment on the pleadings, the Record shall be deemed to have been incorporated into the complaint and answer filed by the Challenging Cities and the County, and no evidence outside of the Record is relevant or material to the dispute raised in the Expedited Rate Determination. The briefing schedule and hearing on such motion for summary judgment and/or motion for judgment on the pleadings shall be in accordance with Code of Civil Procedure Section 437(c). The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (12). (13) In the event that the Court both does not sign the order contained in the Expedited Rate Determination Stipulation and set the matter for disposition as contemplated herein, the County and the Challenging Cities shall, within twenty (20) days following the issuance of the Court’s order or decision not to honor the parties’ stipulation or not to hear the parties’ motion for summary judgment, make application to the Orange County Superior Court for an expedited hearing or trial date. The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (13). In this regard, and without limiting the foregoing, the only evidence to be presented at the hearing or trial shall be the Record, no testimony shall be presented at the hearing or trial; and both the County and the Challenging Cities waive all rights to a jury trial, to any reconsideration of the decision of the court, to a new trial after the court renders a decision, and to any appeal or review of the decision of the court. SECTION 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE, AND OTHER AMOUNTS DUE. (A) Payment by City. In the event and to the extent (1) the City uses municipal collection forces directly for the haulage of Controllable Waste to the Waste Infrastructure System or (2) the City uses non-municipal Franchise Haulers for collection but nonetheless elects to pay the Contract Rate and other amounts due from City revenues, the City, as its own Franchise Hauler, shall have direct responsibility for payment of the Contract Rate and other amounts due, and shall take all such budgetary, appropriation and other action as may be necessary to provide for the timely payment of the Contract Rate and other amounts due. Such action may include, depending upon the means authorized by the City to provide for such payment, the levy and collection of general or special taxes, the imposition of benefit assessments, or the collection of user fees, generator charges or other similar impositions for municipal solid waste disposal. The City shall use best efforts in accordance with Applicable Law to levy and impose all such taxes, assessments, fees or charges, and will take all steps, actions and proceedings for the Page 27 of 71 enforcement, collection and payment of all such amounts which shall become delinquent, to the full extent permitted by Applicable Law. (B) Payment by Franchise Haulers. With respect to Controllable Waste delivered by Franchise Haulers on behalf of City other than City municipal collection forces, the obligation to pay the Contract Rate and other amounts due shall rest with such Franchise Haulers. Franchise Hauler shall pay the Contract Rate or other amounts due or any portion thereof when due. In the event of any such failure by Hauler, the County and the City shall cooperate with each other and use their best efforts to obtain timely payment from Franchise Hauler. Such efforts by the County may include, as appropriate, requiring cash payments for disposal rights from such Franchise Hauler and bringing a legal proceeding for payment and damages. Such efforts by the City may include, as appropriate, legal proceedings to suspend, revoke or terminate the Franchise Hauler’s franchise, permit or license rights. In the event that Franchise Hauler is determined bankrupt by a court of competent jurisdiction or is otherwise unable or unwilling to pay amounts due, City shall be responsible for any outstanding amounts due to County by Franchise Hauler in connection with Franchise Hauler’s provision of collection services on behalf of City. (C) Disputes. If the City or the Franchise Hauler disputes any amount billed by the County in any Billing Statement, the City or the Franchise Hauler shall nonetheless pay the billed amount and shall provide the County with written objection within thirty (30) days of the receipt of such Billing Statement indicating the amount that is being disputed and providing all reasons then known to the City or the Franchise Hauler for any objection to or disagreement with such amount. If the City or the Franchise Hauler and the County are not able to resolve such dispute within thirty (30) days after the City’s or the Franchise Hauler’s objection, either party may pursue appropriate legal remedies. SECTION 4.4 BILLING OF THE CONTRACT RATE OR OTHER AMOUNTS DUE. The County shall continue to bill Contract Rates and other amounts due after the Commencement Date, in the same manner as it has customarily billed tipping fees. Subject to the other provisions of this Agreement, the County shall have the right to modify or amend such manner of billing on reasonable notice to affected parties. SECTION 4.5 RESTRICTED RESERVES. For purposes of this Agreement, “Restricted Reserves” means cash and other reserves of the Waste Infrastructure System which are restricted to specific uses or are otherwise being reserved by the County to meet its obligations hereunder throughout the term of the Agreement with respect to the Waste Infrastructure System pursuant to any Applicable Law, contract, adopted budget, budgetary policy of the County with respect to the Waste Infrastructure System, or other arrangement. Such cash and other reserves are not required to be deposited in separate accounts or funds in order to constitute “Restricted Reserves” hereunder, and may be commingled with Unrestricted Reserves or other funds of the County attributable to the Waste Infrastructure System. “Restricted Reserves” shall include, but not be limited to, the following: (i) reserves for closure of components of the Waste Infrastructure System to the extent required by Applicable Law; (ii) amounts reserved by the County for funding of post closure maintenance and monitoring with respect to components of the Waste Infrastructure System; (iii) reserves established to protect the Waste Infrastructure System against the adverse financial impact of potential decreases in waste deliveries pursuant to Section 4.2(B); (iv) amounts reserved to pay the costs of capital improvements with respect to the Waste Infrastructure System; (v) amounts funded from revenues during the early years of the term of the Agreement reserved to enable the County to provide disposal services for the Contract Rate during the later years of the Agreement; (vi) amounts temporarily held by the County prior to payment to the State or other Governmental Bodies pursuant to Applicable Law (including any fees or charges payable to CalRecycle); (vii) reserves required to meet bond covenants pursuant to financing agreements for Page 28 of 71 Waste Infrastructure System assets to the extent such amounts must be legally separate and distinct from other reserves identified in this Section; (viii) security deposits from landfill deferred payment program users; (ix) amounts held by the County in the Environmental Fund (provided, however, that such amounts in the Environmental Fund will be made available and used by the County if required to pay costs relating to environmental remediation or other related costs); (x) AB 939 surcharges; (xi) amounts held by the County in the Corrective Action Fund held pursuant to CCR Title 27 to demonstrate financial assurance to pay for potential groundwater contamination; and (xii) an amount equal to three (3) months of budgeted expenses for the Disposal System for the current fiscal year, representing working capital of the Disposal System. SECTION 4.6 AUDITED FINANCIAL STATEMENTS. The County shall annually, on or before January 1 each year, prepare or cause to be prepared and have on file for inspection an annual report for the preceding Contract Year, accompanied by a certificate of an independent public accountant or of the County Auditor and Controller as to the examination of the financial statements therein (describing such statements as fairly presenting the information therein in conformity with generally accepted accounting principles) relating to the Waste Infrastructure System, services, and the fiscal activities of the OC Waste Disposal Enterprise Fund, and including statements in reasonable detail of the financial condition of the OC Waste Disposal Enterprise Fund as of the end of the Contract Year and revenue and expenses for the Contract Year. SECTION 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION. The County shall annually, on or before May 1 of each year, prepare or cause to be prepared, an updated Ten-Year Financial Projection for the Waste Infrastructure System. Said Financial Projection shall include at least two full years of prior actual data and ten years of future projections including the following elements: 1. County Acceptable Waste, in tons; 2. Imported Acceptable Waste, in tons; 3. Revenues and expenditures; 4. Cash fund balances, including all monies in the County Solid Waste Enterprise Fund, with specific delineation of monies in the Environmental Fund, Restricted Reserves, Unrestricted Reserves, and all other funds of the System; and 5. Projected liabilities for closure and post closure as well as reasonable reserves for other environmental costs. The purpose of the Ten-Year Financial Projection is to keep the City fully informed about the future financial condition of the Waste Infrastructure System. The County shall cause a copy of the Ten-Year Financial Projection to be delivered to the City Manager/General Manager of the City no later than May 1 of each year. Upon request, the County shall make available to the Cities supporting information related to the ten-year financial projection ARTICLE V BREACH, ENFORCEMENT AND TERMINATION SECTION 5.1 BREACH. The Parties agree that in the event either Party breaches any obligation under this Agreement or any representation made by either Party hereunder is untrue in any material respect, the other Party shall have the right to take any action at law or in equity (including actions for injunctive relief, mandamus and specific performance) it may have to enforce the payment of any amounts due or the performance of any obligations to be Page 29 of 71 performed hereunder. Neither Party shall have the right to terminate this Agreement except as provided in Section 5.2 and Section 5.3 hereof or as otherwise provided in this Agreement. SECTION 5.2 CITY CONVENIENCE TERMINATION. The City shall have the right to terminate this Agreement in its sole discretion, for its convenience and without cause at any time during the Term hereof upon ninety (90) days’ written notice to the County. If the City exercises its rights to terminate the Agreement pursuant to this Section, the City shall pay the County a termination fee equal to the Contract Rate in effect at the time of such termination (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2) multiplied by the number of tons of City Acceptable Waste delivered to the Disposal System during the preceding twelve (12) months (or, if the City had been in breach of the Waste Disposal Covenant during such prior months, such amount as would have been delivered if the City had complied with the Waste Disposal Covenant), multiplied by the number of years remaining in the Term of the Agreement. SECTION 5.3 TERMINATION. (A) By City. Except as expressly provided herein, the City shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the County substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the City the right to terminate this Agreement for cause under this subsection unless: (1) The City has given prior written notice to the County stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the County and which will, in its opinion, give the City the right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The County has neither challenged in an appropriate forum (in accordance with Section 5.5) the City’s conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the County shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the County is continuing to take such steps to correct such breach). (B) By County. Except as expressly provided herein, the County shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the City or its Franchise Hauler to substantially perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the County the right to terminate this Agreement for cause under this subsection unless: (1) The County has given prior written notice to the City stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the City and which will, in its opinion, give the County right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The City has neither challenged in an appropriate forum (in accordance with Section 5.5) the County’s conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the City shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to correct such breach). SECTION 5.4 NO WAIVERS. No action of the County or the City pursuant to this Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either Party of the other Party’s compliance with any term or provision of this Agreement. No course of dealing or delay by the County Page 30 of 71 or the City in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or otherwise prejudice such Party’s rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the County or the City under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right, power or remedy. ARTICLE VI TERM SECTION 6.1 EFFECTIVE DATE AND TERM. (A) Initial Term. This Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of ten (10) years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2035. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire. (C) Contract Rate During Renewal Term. In connection with the parties’ right to renew this Agreement for an additional ten-year term pursuant to Section 6.1(C), the parties shall, on or before January 31, 2036 negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the Contract Rate to be applicable during any renewal period, in addition to the circumstances described in Section 4.2(A), the parties may take into consideration the following parameters, including but not limited to: (i) actual cost of operations; (ii) population growth; (iii) increase or decrease in available tonnage; (iv) economic and disposal market conditions in the Southern California region; (v) new regulatory requirements; (vi) Changes in Law; (vii) changes in transportation and technology; (viii) closure and expansion of nearby landfills; (ix) capacity of the Disposal System; (x) provision of new and/or expanded services; and (xi) available reserves which are in excess of the amount reasonably required as reserves. (D) Survival; Accrued Rights. The rights and obligations of the parties hereto pursuant to Sections 3.1(E)(2), 5.1, 5.3, 7.2, 7.3, 7.6, 7.7, 7.8, and 7.9 hereof shall survive the termination or expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination or expiration. At the end of the Term of Page 31 of 71 this Agreement, all other obligations of the parties shall terminate. SECTION 6.2 COMMENCEMENT DATE. (A) Obligations of the Parties Prior to the Commencement Date. The Parties acknowledge that the Agreements may be executed and delivered on different dates and that, except as provided in this subsection, neither the County nor the City shall be obligated to perform its obligations hereunder until the Participation Threshold provided herein has been met and the other conditions to the occurrence of the Commencement Date have occurred. Prior to the Commencement Date, each Party hereto shall at its own expense exercise good faith and due diligence and take all steps within its reasonable control in seeking to satisfy the conditions to the Commencement Date set forth herein as soon as reasonably practicable. The County and the City, each at its own expense, shall cooperate fully with each other and the other Participating Cities in connection with the foregoing undertaking. Until the Commencement Date occurs, the Original WDAs shall remain in full force and effect until they expire or are terminated. (B) Condition to the Commencement Date. The Commencement Date for the Agreement shall be the date on which Participating Cities reach the Participation Threshold. Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with this Section 6.2(b) and Appendix 1 of this Agreement. (C) Satisfaction of Condition and Commencement Date. Upon the satisfaction or waiver of the condition to the Commencement Date, the County shall give written notice thereof to the Cities which have theretofore executed Agreements. The parties shall thereupon hold a formal closing acknowledging the satisfaction or waiver of the condition to the Commencement Date, certifying that the Commencement Date has occurred and designating the Participating Cities. Copies of all of the documents or instruments constituting or evidencing satisfaction of the Commencement Date conditions shall be furnished to each party prior to or on the Commencement Date. (D) Newly Incorporated Cities. Any city within Orange County which becomes incorporated after the Commencement Date shall upon request be offered the opportunity by the County to become a Participating City on substantially the same terms and conditions as this Agreement. (E) Failure of Condition. If by June 30, 2026, or such later date as the County may agree, the condition to the Commencement Date specified in this Section is not satisfied, either party hereto may, by notice in writing to the other party, terminate this Agreement. Neither party shall be liable to the other for the termination of this Agreement pursuant to this subsection, and each of the parties shall bear its respective costs and expenses incurred in seeking to satisfy the condition to the Commencement Date. ARTICLE VII GENERAL PROVISIONS SECTION 7.1 OPERATION AND MAINTENANCE OF THE WASTE INFRASTRUCTURE SYSTEM. The County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate, or caused to be operated, the Waste Infrastructure System in accordance with Applicable Law and the operating rules and regulations of the Department and other applicable regulatory agencies. SECTION 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY. (A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance. (B) Notice, Mitigation. The Party experiencing an Uncontrollable Circumstance shall notify the other Party by telecommunication or telephone and in writing, on or promptly after the date the Party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within fifteen (15) days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date Page 32 of 71 the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such Party’s obligations hereunder will be delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such Party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each Party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the Party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Waste Infrastructure System. While the delay continues, the County or City shall give notice to the other Party, before the first day of each succeeding month, updating the information previously submitted. (C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing Waste Infrastructure Services to the Participating Cities in accordance herewith, the County shall be entitled to an increase in the Contract Rate as provided in Section 4.2 herein or an extension in the schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation measures, as applicable. SECTION 7.3 INDEMNIFICATION. To the extent permitted by law, the County agrees that, it will protect, indemnify, defend (with counsel selected by County) and hold harmless the City from and against all Loss-and- Expense arising from the City’s activity as an “arranger” (for purposes of and as such term is defined under CERCLA or comparable State statutes) of municipal solid waste disposal pursuant to this Agreement. In the event the City shall determine for any reason, other than a disabling conflict of interest, that it wishes to be defended by legal counsel other than the legal counsel provided by the County, the cost of providing such legal counsel shall be the City’s sole responsibility. Any costs incurred by the County pursuant to this Section shall be considered an Uncontrollable Circumstance cost and the County shall be entitled to adjust the Contract Rate as provided in subsection 4.2(A) herein. The County shall not, however, be required to indemnify or defend the City from and against all Loss-and-Expense arising from any willful, knowing, illegal or negligent disposal of hazardous waste (other than incidental amounts of Household Hazardous Waste commonly found in municipal solid waste and permitted to be disposed in Class III landfills under RCRA) which violates the County’s landfill permits or Applicable Law. The parties agree that this provision constitutes an indemnity under CERCLA (to the extent of the specific provisions of this Section). The parties acknowledge that this subsection is not intended to and does not create any obligation on the part of the County to provide any indemnification or defense to any Franchise Hauler, whether franchised or not, or any Independent Hauler or Transfer Station, under any circumstances. The City acknowledges the County’s legitimate interest in actively participating in any defense, litigation or settlement, whether the County or the City provides legal counsel and shall, as a condition to County’s provision of this indemnity, coordinate and cooperate fully with the County in the defense of any claims to which this Section applies. SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties. SECTION 7.5 LIMITED RECOURSE. (A) To the City. Except in the event the City has not established or maintained a City Solid Waste Enterprise Fund that maintains funds available to cover at least one year’s anticipated cost for disposal and processing of City Acceptable Waste, no recourse shall be had to the general funds or general credit of the City for the payment of any amount due the County hereunder, or the performance of any obligation incurred hereunder, including Page 33 of 71 any Loss-and-Expense of any nature arising from the performance or non-performance of the City’s obligations hereunder. If the City maintains a City Solid Waste Enterprise Fund with at least one year’s anticipated costs for disposal and processing of City Acceptable Waste the sole recourse of the County for all such amounts shall be to the funds held in any such City Solid Waste Enterprise Fund. All amounts held in any City Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the County. The City shall make adequate provision in the administration of any City Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder. If City fails to maintain a City Solid Waste Enterprise Fund with at least one year’s anticipated cost for disposal and processing of City Acceptable Waste, City general fund or general credit shall be liable to County for payment of amounts due to the County. (B) To the County. No recourse shall be had to the general funds or general credit of the County for the payment of any amount due the City hereunder, or the performance of any obligation incurred hereunder, including any Loss-and-Expense of any nature arising from the performance or non-performance of the County’s obligations hereunder. The sole recourse of the City for all such amounts shall be to the funds held in the County Solid Waste Enterprise Fund in accordance with the terms of this Agreement. All amounts held in the County Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the City. The County shall make adequate provision in the administration of the County Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder. SECTION 7.6 PRE-EXISTING RIGHTS AND LIABILITIES. Nothing in this Agreement is intended to affect, release, waive or modify any rights, obligations or liabilities which any Party hereto may have to or against the other Party as of the Contract Date relating to the receipt of Acceptable Waste in the Waste Infrastructure System or any other related matter. SECTION 7.7 NO VESTED RIGHTS. The City shall not acquire any vested property, license or other rights in the Waste Infrastructure System by reason of this Agreement. SECTION 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING. Any liability incurred by the City as a result of collecting, transporting or processing of Acceptable Waste, or as a result of causing, franchising, permitting, licensing, authorizing or arranging any of the foregoing, shall be the sole liability of City, except as expressly otherwise provided herein. SECTION 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory. SECTION 7.10 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties. SECTION 7.11 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith. SECTION 7.12 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement. SECTION 7.13 ASSIGNMENT OF AGREEMENT. (A) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the Page 34 of 71 other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party. (B) Sale. The County shall not enter into any agreement for the sale of the Waste Infrastructure System which provides for an effective date for such sale prior to the termination of this Agreement. SECTION 7.14 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue or reimbursements, that are not paid when due shall bear interest at the Overdue Rate on the amount outstanding from time to time, on the basis of a 365-day year, counting the actual number of days elapsed, and all such interest accrued at any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due, as accrued. SECTION 7.15 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 7.13 hereof. SECTION 7.16 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party. Section 7.17 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney’s fees, costs and expenses. Signature Page to Follow Page 35 of 71 IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written. COUNTY OF ORANGE By Director, OC Waste & Recycling By Ryan P. Gallagher Board Chairman Orange County Sanitation District Attest : Kelly A. Lore Clerk of the Board Orange County Sanitation District Date APPROVED AS TO FORM: COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By Date Date Date APPROVED AS TO FORM: By Scott C. Smith, General Counsel Date ORANGE COUNTY SANITATION DISTRICT Page 36 of 71 APPENDIX 1 ESTIMATED ANNUAL TONNAGE Page 37 of 71 APPENDIX 1 PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR PURPOSE OF SECTION 6.2(b) Jurisdiction Percentage of County Acceptable Waste Aliso Viejo 0.82% Anaheim 14.78% Brea 2.62% Buena Park 1.02% Costa Mesa (Costa Mesa Sanitary District) 3.41% Cypress 0.85% Dana Point 1.33% Fountain Valley 1.63% Fullerton 4.08% Garden Grove (Garden Grove Sanitary District) 4.74% Huntington Beach 5.91% Irvine 9.64% La Habra 1.72% La Palma 1.27% Laguna Beach 1.18% Laguna Hills 0.89% Laguna Niguel 1.44% Laguna Woods 0.28% Lake Forest 2.14% Los Alamitos 0.33% Mission Viejo 2.33% Newport Beach 3.58% Orange 5.25% Placentia 1.39% Rancho Santa Margarita 1.03% San Clemente 2.43% San Juan Capistrano 2.93% Santa Ana 9.45% Seal Beach 0.52% Stanton 1.47% Tustin 2.04% Unincorporated Orange County (1) 3.19% Villa Park 0.16% Westminster (Midway City Sanitary District) 2.47% Yorba Linda 1.68% Total 100% (1) Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. (2) A Participating City will only be included for purposing of determining the Commencement Date upon (i) execution of a WISE Agreement by that Participating City and (ii) execution of a Hauler Acknowledgement(s) by the Franchise Hauler(s) operating within such Participating City. Page 38 of 71 APPENDIX 2 CUMULATIVE TONNAGE Page 39 of 71 APPENDIX 2 Cumulative County Acceptable Waste Tonnage Target to be Used Fiscal Year (Ending June 30) County Acceptable Waste Tonnage Cumulative County Acceptable Waste Tonnage 2026 3,343,282 3,343,282 2027 3,278,595 6,621,877 2028 3,029,924 9,651,801 2029 2,982,454 12,634,255 2030 2,411,983 15,046,238 2031 2,261,201 17,307,439 2032 2,225,152 19,532,591 2033 2,181,838 21,714,429 2034 2,187,041 23,901,470 2035 2,219,362 26,120,832 2036 2,224,792 28,345,624 Page 40 of 71 APPENDIX 3 CUMULATIVE CAPITAL COSTS Page 41 of 71 APPENDIX 3 CUMULATIVE CAPITAL COSTS to be Used for Purposes of Section 4.2(A)vi Fiscal Year (Ending June 30) Annual Capital Costs Cumulative Capital Costs 2026 $72,599,664 $72,599,664 2027 $79,950,000 $152,549,664 2028 $155,135,000 $307,684,664 2029 $136,185,000 $443,869,664 2030 $41,171,500 $485,041,164 2031 $16,745,000 $501,786,164 2032 $18,165,000 $519,951,164 2033 $36,605,000 $556,556,164 2034 $30,100,000 $586,656,164 2035 $1,510,000 $588,166,164 2036 $25,000,000 $613,166,164 Page 42 of 71 APPENDIX 4 FRANCHISE HAULER ACKNOWLEDGMENT Page 43 of 71 FRANCHISE HAULER ACKNOWLEDGMENT THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of_______________(the “Acknowledgment”), and between the __________ (the “City”) and ______________ (the “Franchise Hauler”). WITNESSETH WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled ______________ dated as of_____________ (the “Franchise”); and WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the “Authorization”) which allows the Franchise Hauler to provide solid waste collection services within the City; and WHEREAS, the Franchise [SUBSTITUTE “AUTHORIZATION” THROUGHOUT IF APPLICABLE]] provides for the collection and disposal of certain municipal solid waste as described therein (“Franchise Waste”) generated within the City; and WHEREAS, the County of Orange (the “County”) owns, manages and operates a Waste Infrastructure System that is permitted to accept or process Acceptable Waste for disposal or diversion; and WHEREAS, the City and the County have heretofore entered into a Waste Infrastructure System Enterprise Agreement (the “WISE Agreement”), dated as of______________; and WHEREAS, the WISE Agreement details responsibilities for disposal of municipal solid waste and may include processing of identified Organic Waste for diversion, generated within the boundaries of the City, and determine that the execution of the WISE Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Waste Infrastructure System and providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist the City in meeting its organics diversion requirements, and the continuation of sound environmental management; and WHEREAS, under the WISE Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and may also provide for Organic Waste processing under an OSA and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Waste Infrastructure System; and WHEREAS, the provisions of the WISE Agreement guarantee capacity for the long term disposal and processing of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Waste Infrastructure System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the WISE Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the WISE Agreement through the delivery of waste by the Franchise Hauler to the Waste Infrastructure System; and WHEREAS, the Franchise Hauler’s agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler’s right to receive the Contract Rate for such disposal and processing as provided in the WISE Agreement. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, Page 44 of 71 agree as follows: 1.Capitalized terms used and not otherwise defined herein are used as defined in the WISEAgreement. 2.The Franchise Hauler hereby waives any right which it may possess under applicable law tocontest on any ground, constitutional, statutory, case law, administrative or otherwise, (a) the right, power or authority of the County or the City to enter into or perform their respective obligations under the WISE Agreement, (b) the enforceability against the County or the City of the WISE Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance with this Acknowledgment. 3.The City and the Franchise Hauler each hereby represent that this Acknowledgment has been dulyauthorized by all necessary action of their respective governing bodies. 4.The Franchise Hauler shall deliver or cause to be delivered all Controllable Waste (including allResidue from the processing by any means, wherever conducted, of Controllable Waste), to the Designated Facility in the Waste Infrastructure System/Disposal System, and shall otherwise assist the City in complying with its obligations under the Waste Disposal Covenant in Section 3.1 of the WISE Agreement. 5.The Franchise Hauler shall not haul Controllable Waste to any materials recovery facility,composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility unless the contract or other agreement or arrangement between the Franchise Hauler and the operator of such facility is sufficient in the opinion of the County to assure that the Residue from such facility constituting City Acceptable Waste (or Tonnage equivalencies) and the City Acceptable Waste transferred by such facility shall be delivered to the Disposal System in compliance with the Waste Disposal Covenant. 6.The Franchise Hauler shall pay the Contract Rate imposed by the County for the disposal ofall Controllable Waste, which rate shall be subject to potential adjustment necessary to reflect the circumstances set forth in the Agreement. 7.Nothing in this Acknowledgment is intended to restrict any right or responsibility explicitly given the Franchise Hauler in any City Franchise Agreement to recycle City Acceptable Waste, except as provided in paragraph 5 above with respect to Residue from any such recycling operations. 8.The obligations of the Franchise Hauler under this Acknowledgment shall apply notwithstandingany provision of the Franchise which may conflict herewith. 9.This Acknowledgment may be enforced by the City by any available legal means. In anyenforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate compliance herewith. 10.This Acknowledgment shall be in full force and effect and shall be legally binding upon the Cityand Franchise Hauler from the date hereof and shall continue in full force and effect until the earlier of (i) the end of the term of the Franchise or (ii) the end of the Term of the WISE Agreement. 11.The City and F r a n c h i s e Hauler agree that the County shall be an express third-partybeneficiary of this Acknowledgment, and shall be entitled to independently enforce the obligations of the Franchise Hauler hereunder. There shall be no additional third party beneficiaries under this Acknowledgement. 12.The Franchise Hauler agrees to assist the County in verifying tonnage collected by the FranchiseHauler and providing information required by the County. T h e F r a n c h i s e Hauler will provide upon request refuse tonnage collected within the County, and outside the County (if relevant to confirming tonnage origination), separated by jurisdiction, by load type (residential, commercial, roll-off box, etc.), and by facility to which it was delivered (specify which landfill or transfer station). Hauler will provide customer service levels and route lists. T h e F r a n c h i s e Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors. Page 45 of 71 IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of day of , ______. Signature: Printed Name: Title: APPROVED AS TO FORM: By City Attorney Date (Franchise Hauler) Signature: Printed Name: Title: Page 46 of 71 Page 47 of 71 Appendix 5 ORGANIC SERVICES AGREEMENT Page 48 of 71 Appendix 5 ORGANIC SERVICES AGREEMENT Between THE COUNTY OF ORANGE, CALIFORNIA and __________________________ Dated , 2025 County Authorization Date: City Authorization Date: County Notice Address: Director OC Waste & Recycling 601 N. Ross Street 5th Floor Santa Ana, CA 92701 City Notice Address: Page 49 of 71 ORGANIC SERVICES AGREEMENT THIS ORGANIC SERVICES AGREEMENT (“Organics Agreement” or “OSA”) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the City designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”. RECITALS The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills (“County Landfills”), resource recovery, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. County Landfills are used for the management of municipal solid waste pursuant to legislation including but not limited to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the “Act”) and the Short-lived Climate Pollutants Reduction Act (“SB 1383”). County Landfills are also subject to other State and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment. Pursuant to Resolution, the County established the Waste Management Enterprise Fund pursuant to Government Code §25261 to ensure that all costs associated with the operation and management of the Waste Infrastructure System are financed by charges imposed for services provided by the Department and are not funded by tax revenue or the County General Fund. The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion and disposal of municipal solid waste generated within the City. A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System. Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal Agreements (“WDAs”), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs. Starting in approximately 2014, the Legislature of the State of California passed several pieces of legislation (“Organics Legislation”) that require significant reductions in the disposal of Organic Waste. The purpose of the Organics Legislation is to mandate organics recycling and curtail the impacts of climate change by reducing greenhouse gas emissions such as methane. In this regard, the decomposition of organic material in the State’s landfills was identified as a significant source of methane that could be reduced. Prior to the passage of Organics Legislation, Processed Green Material (“PGM”) could be utilized as Alternative Daily Cover (“ADC”) for landfill operations and qualified for diversion credit. However, passage of Assembly Bill 1594 resulted in PGM used as ADC no longer being eligible for diversion credit starting on January 1, 2020. In addition to the loss of diversion eligibility for PGM used as ADC, SB 1383 requires a 50% reduction in the disposal of Organic Waste by January 1, 2020 and a 75% reduction of Organic Waste by January 1, 2025. In addition, the law requires 20% of edible food waste be recovered by 2025. On April 23, 2019, the Orange County Board of Supervisors passed Resolution 19-031 to respond to the State’s increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to Page 50 of 71 support the region in meeting State organic recycling mandates. (See Attachment 4) To respond to Organics Legislation requirements, the County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Disposal System. In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Organics Agreement, on the terms and conditions set forth herein. With the exception of the terms and organic specific provisions found in this Organics Agreement, the Parties intend that the provisions of the currently operative WDA and the replacement WISE Agreement that is being negotiated between the County and City are anticipated to become operative on July 1, 2026, be applied to this OSA. The City has determined that the execution of this Organics Agreement by the City will serve the public health, safety and welfare of the City by providing enhanced organics processing to assist in the City in meeting its Organics Legislation diversion requirements, and the continuation of sound environmental management. The County has determined that the execution by the County of this Organics Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of organic material and the resulting service payment revenue to the Organics Infrastructure, thereby enabling the County to plan, manage, operate and finance improvements to the Organics Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government. Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof. Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof. It is, therefore, agreed as follows: ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 DEFINITIONS. The definitions provided in the WDA and yet to be executed WISE Agreement shall be incorporated into this Agreement. The following terms shall be added and have the meanings set forth below. “Acceptable Organic Waste” means Residential Organic Waste that consists of Green Material/Wood Waste, Agricultural Material, Manure, Vegetative Food Material, Food Waste and other organic material as may be authorized under the County’s Compostable Material Handling Permits. “Attachment” means an attachment to this OSA, as the same may be amended or modified from time to time in accordance with the terms hereof. “CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System. ”City Acceptable Organic Waste” means all Acceptable Organic Waste which was originally discarded by the Page 51 of 71 first generator thereof within the geographical limits of the City and Residue Waste from the foregoing wherever produced, whether withing or outside the City. “City Organic Tonnage Limit” the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Covenant as provided in Attachment 3. “Commencement Date” means the date on which the obligations of the parties hereto commence. “Contract Date” means the first date on which this OSA has been executed by both parties hereto. “Controllable Organic Waste” means all City Acceptable Organic Waste with respect to which the City has the legal or contractual ability to determine the processing location and procurement requirements as they relate to the City’s Organics Legislation compliance requirements. “Consumer Price Index” or “CPI” means the Consumer Price Index published by the Bureau of Labor Statistics for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG). In the event the forgoing index is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement. “Initial Term” has the meaning specified in Section 5.1(A) hereof. “Manure/Stable Bedding Program” means the programs used by the County to mix source separated uncontaminated horse manure and stable bedding into its Organic Infrastructure to create organic product. Current permit requirements set a maximum percentage of 20% manure/stable bedding (“Material”) by weight of total incoming feedstock. County agreement to accept Material is subject to payment of the Organic Contract Rate, available capacity, and compliance with the terms found in Attachment 2. “Organic Contract Rate” has the meaning specified in Section 4.2 hereof. “Organic Diversion Credit” means credit provided to a local jurisdiction or entity for implementing the diversion of Organic Waste from landfilling through specific activities recognized by the Department of Resources Recycling and Recovery (CalRecycle) including composting, anaerobic digestion, or other methods to meet the State’s waste diversion goals and statutes such as Assembly Bill 939, Assembly Bill 341, Assembly Bill 1594, Assembly Bill 1826, and SB 1383 through waste prevention, reuse, and recycling. “Organic Infrastructure” means the County’s organics processing facilities and programs used to recycle and promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law as described in more detail in Attachment 1. “Organics Legislation” means organics recycling legislation including Assembly Bill 1594, Assembly Bill 1826, SB1383 and any future legislation pertaining to the management and diversion of Organic Waste. “Organic ROWP Procurement Credit” means credit provided to a jurisdiction to meet their Recovered Organic Waste Procurement Target under SB 1383 by procuring Recovered Organic Waste Products as permitted by CalRecycle. “Organics Agreement” means this Organic Services Agreement (“OSA”) between the County and the City as the same may be amended or modified from time to time in accordance herewith. “Organic Take-Back Goal” means the programs that City and County will work toward to create City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application. “Organic Waste” means solid wastes containing material originated from living organisms and their metabolic Page 52 of 71 waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46). “Processed Green Material” (“PGM”) as defined in Title 27, California Code of Regulations §20690(b)(3) means any plant material that is either separated at the point of generation, or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed. This PGM standard is the standard that Controllable Organic Waste must meet in order to be accepted at County’s Organic Infrastructure under the OSA. “Proportional Share” means 60% of the weight of Controllable Organic Waste City delivered by City to County’s Organics Infrastructure. “Recovered Organic Waste Product” or “ROWP” means compost, mulch, renewable energy (transportation fuel, electricity, and gas for heating) from anaerobic digestion, and electricity from biomass conversion. “Recycled City Organic Waste” means any otherwise Controllable Organic Waste which is separated from Acceptable Organic Waste by the generator thereof and composted by generator at home, community gardens or other processing and which is not placed in Franchise Hauler bin for collection. “Renewal Term” has the meaning specified in Subsection 5.1(C) hereof. “Residential Organic Waste” means Acceptable Organic Waste normally disposed of by or collected from residential (single family and multi-family) residences. "Residual Waste” means any contaminants, inert materials, overs, or Acceptable Organic Waste that could not be processed at the Department’s Organic Infrastructure that required to be dispose within the Disposal System. “Waste Disposal Agreement” (“WDA”) means the currently operative agreement between the Parties for the disposal of municipal solid waste that is currently set to expire on June 30, 2026. With the exception of specific or conflicting provisions provided in this Organics Agreement, the Parties agree that the terms found in the WDA shall be applied to the interpretation of this OSA. For the purpose of interpretation of this OSA, the Parties also intend that the WDA be read to include terms such as Controllable Organic Waste, where appropriate. “Waste Infrastructure System” or “Disposal System” means active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. “Waste Infrastructure System Enterprise Agreement” or “WISE Agreement” means each of the agreement between the parties that is expected to replace the current WDA that is set to expire on June 30, 2026. SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires: References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the Contract Date. Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa. Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as Page 53 of 71 individuals. Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement. Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement. Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that: (A)Existence. The City is a general law or charter city or a Special District or SanitaryDistrict validly existing under the Constitution and laws of the State. (B)Due Authorization. The City has duly authorized the execution and delivery of thisOrganics Agreement, and this Organics Agreement has been duly executed and delivered by the City. SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that: (A)Existence. The County is a political subdivision of the State of California validlyexisting under the Constitution and laws of the State. (B)Due Authorization. The County has duly authorized the execution and delivery of thisOSA, and this OSA has been duly executed and delivered by the County. ARTICLE III DELIVERY AND ACCEPTANCE OF ORGANIC WASTE AND PROVISION OF Page 54 of 71 ORGANIC PROCESSING SERVICES SECTION 3.1 DELIVERY OF ORGANIC WASTE. (A)Organic Waste Covenant. Subject to the occurrence of the Commencement Date andthroughout the Term of this OSA, and subject to available Organic Infrastructure capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Organic Waste (up to City’s Organic Tonnage Limit as provided in Attachment 3) to the Waste Infrastructure System in accordance with the terms of this OSA. (B)Recycled City Organic Waste. 1.Non-Mandatory Organic Waste City Programs: The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation.Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City tomeet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City topractice source separation, recycling, composting or other materials recovery activities, or to restrict theright of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in theamount of Controllable Organic Waste generated in the City and delivered to the Organic Infrastructure byor on behalf of the City which may result from any such source separation or recycling program shallcause the City any liability hereunder (other than potential adjustment to the Organic Contract Rate asmay be negotiated by the Parties as authorized under this OSA, and shall not constitute a breach of thisAgreement.) 2.Mandatory Organic Waste City Collection Programs: City shall provide data and information to Countyregarding City’s mandatory Organic Waste collection programs including but not limited to the tonnage oforganics collected by the City for diversion under this OSA. The information will be used to provideeducation and outreach for participation with the goal of minimizing contamination and increasing diversion. (C)Organic Diversion Credit. City shall receive Organic Diversion Credit for City’sControllable Organic Waste minus any Residual Waste delivered by City and accepted by County and processed into Recovered Organic Waste Product at the County’s Organic Infrastructure. (D)Organic ROWP Procurement Credit. City shall receive Organic ROWP reports for finished recovered organics waste products procured from County that meets the procurement requirements of Title 14 of the California Code of Regulations, Section 18993.1 et seq. City shall receive Organic ROWP Procurement Credit as follows: 1.County will assist City in developing local City programs and opportunities designed to enable the City tomeet its own ROWP requirements. 2.City shall be entitled to “take back” its Proportional Share of SB 1383 compliant, STA Certified compost,mulch or other ROWP products from County Organics Infrastructure and used as ROWP ProcurementCredit. 3.County will provide reports and allocate credit associated with City resident ROWP pickup as well ascommercial landscapers from City that collect ROWP from County Organic Infrastructure. 4.City will be eligible to receive ROWP Procurement Credit for excess Acceptable Recovered OrganicWaste Product that County is able to market beyond that needed for the County unincorporated areas orthat is not otherwise committed. (*County makes no guarantees that it will provide City with 100% ROWPProcurement Credit.) (E)Organic Take-Back Goal. City is not required to “take back” its Proportional Share of STA Certified finished compost, mulch, or other ROWP from the County’s Organic Infrastructure, however City and County will work toward creating City programs that have the goal of City taking back its Proportional Share of Page 55 of 71 finished compost or other Recovered Organic Waste Product for local application (“Organic Take-Back Goal”) to meet City’s ROWP procurement requirements. (F)Procurement of Additional ROWP. Pursuant to terms agreeable to both Parties, City mayrequest to procure Recovered Organic Waste Product in addition to its Proportional Share within the same Contract Year. (G)OSA Conditions. As a condition of participating in the County’s Organics Infrastructure,City agrees to the following terms: 1.All Controllable Organic Waste delivered to the County’s Organics Infrastructure shallmeet the standards as set forth in Attachment 2;2.City or its Franchise Hauler shall pay the Organics Contract Rate for all Organic Wastedelivered to the County’s Organic Infrastructure for processing into Recovered OrganicWaste Product;3.City shall provide information to County on a quarterly basis that identifies whereControllable Organic Waste being delivered to the County’s Organic Infrastructureoriginated and shall ensure that the organic material being delivered meets the definitionof City Acceptable Organic Waste.4.Bulk ROWP: City shall be entitled to arrange for the Take Back (at City cost) fromCounty Organic Infrastructure compost, mulch and other Recovered Organic WasteProduct in bulk form free of charge.5.Non-Bulk ROWP: County may establish separate fees for provision of non-bulkmaterial including but not limited to bagged material or compost wattles. City shall beentitled to arrange for the Take Back of Non-Bulk ROWP at City cost.6.City’s Proportional Share shall be calculated as 60% of the weight of ControllableOrganic Waste City delivers to County’s Organics Infrastructure by City. (H)No Right of Organic Waste Substitution. Nothing in this Agreement shall authorize orentitle the City to deliver, or cause the delivery to the County’s Organic Infrastructure, Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Organic Waste into the Waste Infrastructure System. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Organic Waste for any purpose hereunder. SECTION 3.2 PROVISION OF ORGANIC PROCESSING SERVICES BY THE COUNTY. (A)Organic Service Covenant. Commencing on the Commencement Date, the County shallprovide or cause the provision of the service of receiving and processing of City’s Controllable Organic Waste (up to the City Organic Tonnage Limit provided in Attachment 3) at the County’s Organics Infrastructure as described in more detail in Attachment 1. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Organic Service Covenant consistent with prudent solid waste management practice and environmental considerations and under Applicable Law. (B)Receipt of Controllable Organic Waste. Upon acceptance of the Controllable Organic Waste that meets the PGM standards provided in Attachment 2, County shall process the Organic Waste into compost, mulch or other ROWP as specified in Title 14 of the California Code of Regulations Section 18993.1 (C)Education and Outreach. The Department will assist the City and its hauler in their effortson Organic education and outreach with the goal of the City meeting its organic diversion and ROWP procurement requirements. (D)Designated Facilities. County and City will coordinate in determining the primary organicprocessing facilities and tonnages (as reflected in Attachment 1) used for receiving and processing of Controllable Organic Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular Page 56 of 71 County Organics Infrastructure within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the Organics Infrastructure primarily used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System the County shall have the right to redirect Controllable Organic Waste to another landfill or County Organics Infrastructure within the Waste Infrastructure System for the duration of the situation, event or circumstance; In no event shall the County be required to accept Controlled Organic Waste if it does not have sufficient permitted organic processing capacity within the Waste Infrastructure System. (E)Compliance with Service Covenant Not Excused for any Reason. Commencing on theCommencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Organic Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this OSA. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Organic Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law. County failure to duly observe and comply with the Organic Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Organics Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law. If the alternative or substitute means and methods proposed for the County to observe and comply with the Organic Service Covenant are more costly than the previously used means and methods, the Parties shall negotiate a mutually agreeable new Organic Contract Rate. If the Parties are unable to agree on a new Organic Contract Rate, the Parties may terminate this agreement without penalty with ninety (90) days notice. SECTION 3.3 COUNTY RIGHT TO REFUSE ORGANIC WASTE. (A)Right of Refusal. Notwithstanding any other provision hereof, the County may refusedelivery of: (1)Hazardous Waste; (2)Acceptable Organic Waste delivered by City but originating from or generatedoutside the jurisdiction of the City; (3)Acceptable Organic Waste delivered in excess of the City Organic Tonnage Limit listedin the Attachment 3; (4)Acceptable Organic Waste in excess of permitted limits; (5)Acceptable Organic Waste that would result in County violating Applicable Law; (6)Controllable Organic Waste that does not meet the requirements found in Attachment 2; SECTION 3.4 COUNTY PROVISION OF OTHER ORGANIC WASTE DIVERSION SERVICES. (A)Food Waste Processing and Diversion. County is in the process of evaluating the options Page 57 of 71 and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, City will be provided an opportunity to participate in this service on terms separately agreed to by the Parties. (B)Edible Food Recovery Programs. County is in the process of evaluating the options andfeasibility of development of regional County-wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB1383. (C)Separate City -County Diversion Service Agreements. Nothing in this Agreement isintended to limit the right of the County to enter into a separate agreement with the City or any other person, jurisdiction, or entity to provide source reduction, materials recovery, recycling, composting or other waste diversion services. ARTICLE IV O R G A N I C CONTRACT RATE SECTION 4.1 CHARGING AND SECURING PAYMENT OF ORGANIC CONTRACT RATE. The City acknowledges that the County shall have the right to charge and collect an Organ ic Contract Rate for the acceptance and processing of Controllable O r g a n i c Waste delivered to the Organic Infrastructure by C i t y o r its Franchise Hauler. City acknowledges that the County shall have the right to establish as part of theoperating rules and regulations reasonable measures to secure the payment of all Organic Contract Rates. SECTION 4.2 ORGANIC CONTRACT RATE. (A)Establishment of Contract Rate. The Organic Contract Rate payable by each City orFranchise Hauler shall be $67/Ton up to the City Organic Tonnage Limit. (B)Special Charges. Notwithstanding Section 4.2(A), the County shall have the right toimpose special charges for items such as bagged material or compost wattles; new or expanded services; or receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps, biosolids and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials. (C)Escalation. 1.Annual CPI Adjustment: The Organics Contract Rate shall be adjusted each July 1,beginning 2027. The change will be equal to the percentage change in the Consumer Price Index - Consumer Price Index for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG) as measured from the October t w e n t y o n e (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment. In the event that the change in the change in CPI as described above is negative rather th an po si ti ve, no rate adjustment will be made for that year. Organic Contract Rate True-up: County will notify City prior to April 30, 2029 (and every three (3) years thereafter) and advise whether actual inflation rate since execution should be frozen for a period of time (in circumstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Organic Contract Rate should be increased beyond CPI as described above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery. 2. Adjustment Resulting from Increased Fees: In addition to the other adjustmentsspecified herein, the Organic Contract Rate shall be automatically adjusted to reflect the imposition of new fees or increases in existing fees relating to the County’s processing of Controllable Organic Waste imposed by State, federal or other agencies. The County shall provide notice of any increase pursuant to this Section as soon as practicable Page 58 of 71 after becoming aware of the imposition of any fees described above. ARTICLE V TERM SECTION 5.1 EFFECTIVE DATE AND TERM. (A)Initial Term. This Organic Services Agreement shall become effective, shall be in full forceand effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B)Bi-Annual Opener. In light of the significant changes in law by the California Legislatureto address climate change, the Parties agree to meet at least bi-annually or earlier at the request of County to review the Organic Contract Rate and discuss the need for additional investment into the Organic Infrastructure to respond to existing or new legislative requirements, diversion requirements, provision of new services, or other matters of mutual concern to the Parties. (C)Option to Renew. This Agreement shall be subject to renewal by mutual agreement ofthe Parties, on or before June 30, 2036 for an additional term of 10 years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2034. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire. ARTICLE VI GENERAL PROVISIONS SECTION 6.1 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party. SECTION 6.2 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney’s fees, costs and expenses. SECTION 6.3 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties. SECTION 6.4 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory. SECTION 6.5 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties. SECTION 6.7 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith. Page 59 of 71 SECTION 6.8 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement. SECTION 6.9 ASSIGNMENT OF AGREEMENT. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party. SECTION 6.10 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 6.9 hereof. Signature Page to Follow Page 60 of 71 IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written. COUNTY OF ORANGE Date By Director, OC Waste & Recycling APPROVED AS TO FORM: COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By Date Date By Ryan P. GallagherBoard ChairmanOrange County Sanitation District Date Attest: Kelly A. LoreClerk of the BoardOrange County Sanitation District APPROVED AS TO FORM: By Scott C. Smith, General Counsel Date ORANGE COUNTY SANITATION DISTRICT Page 61 of 71 Attachment 1 COUNTY OF ORANGE ORGANIC INFRASTRUCTURE Page 62 of 71 Attachment 1 COUNTY OF ORANGE ORGANIC INFRASTRUCTURE The County of Orange owns and operates a network of three commercial organic processing facilities co-located at each of the active landfills. Each of the organic processing facilities have the ability to receive organic material and to produce organic products for cities to meet their Take-Back requirements specified within this agreement. Products produced at the organic processing facilities meet CalRecycle’s SB 1383 procurement requirement and are certified under the US Composting Council’s Standard of Testing Assurance (STA) Program. Product offerings include compost and composted mulch. Additional products may be offered as determined by the County. A summary of each of the organic processing facilities is listed below: Valencia Greenery (Co-Located at Olinda Alpha Landfill) 1942 N. Valencia Avenue Brea, CA 92823 Permitted Maximum Tonnage (Open Windrow): 94 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 228 tons per day Permitted Hours of Operation: Monday through Saturday 6:00 am to 4:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Bee Canyon Greenery (Co-Located at Frank R. Bowerman Landfill) 11002 Bee Canyon Access Road Irvine, CA 92602 Permitted Maximum Tonnage (Open Windrow): 210 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 876 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Capistrano Greenery (Co-Located at Prima Deshecha Landfill) 32250 Avenida La Pata San Juan Capistrano, CA 92675 Permitted Maximum Tonnage (Open Windrow): 204 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 536 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week This list may be modified/expanded at the discretion of the County. Page 63 of 71 Attachment 2 SPECIFICATIONS FOR CONTROLLABLE ORGANIC WASTE AS PROCESSED GREEN WASTE MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE Page 64 of 71 Attachment 2 SPECIFICATIONS FOR CONTROLLABLE ORGANICE WASTE AS PROCESSED GREEN WASTE MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE DESCRIPTION Processed Green Material (PGM) consists of yard waste, grass clippings, leaves, tree trimmings and plant-based materials which have been sorted to remove contamination and processed by shredding or grinding. PGM should not contain manure, stable waste or pet waste, which can create odors. Processed Green Material is defined as following (California Code of Regulations, Title 27, Division 2, Subdivision 1, Chapter 3, Subchapter 4, Section 20690 [b] [3]): • Processed Green Material – means any plant material that is either separated at the point of generation or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed. CONTAMINANT DEBRIS The PGM should be free from all contaminant debris (glass, plastic, film plastic, metals, etc.) as well as salt and deleterious material such as clods, coarse objects, rocks, inert debris, and Material Recovery Facility (“MRF”) fines. County personnel visually inspect the PGM loads as they come in, making sure that the specifications are met and to determine if the loads are contaminated (i.e., mixed with paper, plastics and other trash.) If the loads appear to have unacceptable contamination in excess of 0.5% either by weight or volume, the PGM loads will not be allowed into the Organic Infrastructure and the City and/or hauler will be notified that contaminated PGM loads are unacceptable. The PGM will be deemed as municipal solid waste and the City and/or hauler will have the option to take the material to the landfill for disposal or be returned to the hauler’s facility for additional processing. For material that is physically dumped at the unloading area and is deemed unacceptable by OC Waste & Recycling staff, the material will be re- loaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal. Hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material. SIZE The particle size of the PGM acceptable is between ½-inch and 3 inches in length between ½-inch and 1 inch in width and between ½-inch and 1 inch in thickness. No particle should exceed 3 inches in any dimension. MOISTURE CONTENT The moisture content of the PGM should be in the range of 50-60 percent. If the PGM’s moisture content is unacceptable and cannot be received for processing at the County’s Organic Infrastructure Facilities, the material will be re-loaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal. Page 65 of 71 The hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material. FOOD WASTE Residential food waste mixed with PGM as part of a city organic collection program is acceptable provided that the food waste is free of contaminant debris (glass, plastic, food packaging, non-compostable silverware, soiled napkins, etc.). No commercial or source-separated food waste will be accepted except for cases where the County has entered into an agreement with a City to accept specific source separated organic material as Additional Feedstock as described below. SOURCE SEPARATED MANURE Subject to available capacity, City and/or Hauler may bring non-residential, source separated manure and stable bedding pursuant to the following Manure/Stable Bedding Program requirements: 1. Material Quantity: manure/stable bedding must be uncontaminated which means free of any hazardous materials, food waste packaging, plastics, glass, and any large bulky items and inert materials that need to be further sized or removed for composting. (“Material”) 2. Material Volume: County and City/Hauler will determine the anticipated volume of Material to ensure that the County’s Organic Infrastructure has sufficient capacity to manage the proposed amount of Material. 3. Material will be load checked to determine if it meets the established quality standards. If contaminants exceed 0.5% (by weight or volume), the load is deemed contaminated and not meeting quality standard for use in the Manure/Stable Bedding Program. 4. Material that is deemed unacceptable will be subject to the fees established by OCWR for this material type. Material that does not meet the established quality standards will be charged as follows: a. If determined not to meet quality standards before Material is unloaded, standard disposal rates will apply. b. If determined not to meet quality standards after Material is unloaded (or partially unloaded), hard-to-handle disposal rates will apply. 5. Material Delivery: a. All Material deliveries will be scheduled and coordinated with OCWR prior to delivery. Any changes to material delivery quantities or days will be coordinated with OCWR prior to making the change. b. While OCWR will remain as flexible as possible on timing of deliveries, material deliveries will be limited to Monday through Friday between 8:00 am and 2:00 pm and subject to holiday schedules. Should the delivery times change, then OCWR shall give two (2) days prior notice of the delivery time change. c. Upon delivery, OCWR staff will record exact tonnage, name of hauler/transporter provider, and note distinguishing characteristics of feedstock and other pertinent information. d. Deliveries made without OCWR prior approval may be refused or charged at the established rate. e. OCWR reserves the right to deny a request to deliver for any reason. (i.e., OCWR does not guarantee that it will accept manure/stable bedding under this program. Instead, OCWR will accept Material based on its operational need and will make every effort to accommodate City’s/hauler Material except when a reduction or stoppage is needed.) ADDITIONAL FEEDSTOCK The County at its discretion may accept additional material types such as food waste and manure based on availability and permitting conditions at each of the County’s organic processing facilities. The County will work with City to identify the specifications for accepting the material types including scheduling of deliveries and quantities. Page 66 of 71 CHANGES TO SPECIFICATIONS County reserves the right to modify the Specifications found in this Appendix due to a change in law or regulation or in consideration of operational or Organic Processing Infrastructure needs. County shall provide 90 days notice regarding changes to this Appendix. Page 67 of 71 Attachment 3 CITY ORGANIC TONNAGE LIMIT Page 68 of 71 Attachment 3 CITY ORGANIC TONNAGE LIMIT The City Organic Tonnage Limit listed in the Attachment is the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Agreement. Jurisdiction Designated Greenery City Organic Tonnage Limit Daily Limit1 Monthly Limit2 Annual Limit TBD ________tons _________ tons _______ tons TBD TBD TBD 1. Daily Limit includes up to 20% by weight of source separated manure and stable bedding. 2. In the event City delivers less than their monthly limit, County may allocate unused City capacity at its discretion. Page 69 of 71 Attachment 4 ORGANIC INFRASTRUCTURE RESOLUTION Page 70 of 71 Page 71 of 71         !"#" %&  '()*+(,-./0*123(*35 678 9::;23<*2=<3  %>   ?@A)3<0BC0=D=:2EFG9//*(10+H    78 I(JK(.<*(.:23G#!LMLL!HC(N0*<-0+2<)G#!LMLLL!H9//*(10AP-QR?*F)E2=-0*12=03)E+;23/(3):S003)E+C)<039F*00J0E<3 5 TUVWXTUVYZ[Z\]Z^ [Z_`TaWbE=.* 9//*(10+9F*00J0E<G3H)E+C03(:.<2(EG3H e.N: Mg(<03'()*+"9 j %l k"9 jl k" op k( qmln nl  jp k"p%rj k"9jp k"9 j sjn nl tsl k(rnu o  k"9 p n ""v-#fR!"!"!vRM"L"wvMwR""LvM   78 y)<<y03.Ni0=</*(i0=<23-<)<.<(*2:DQz0J/<,*(J<y0/*(1232(E3(,@Q{9/.*3.)EGNHGH(,<y0e.N:2=C03(.*=03@(+0)E+-0=<2(E!#M(,<y0@Q{9|.2+0:23yJ0E<(*J(+2,2=)<2(E}3<*.=<.*2EFR*03<*.=<.*2EF(*)//*(1):(,*)<03R<(::3R,)*03ND)/.N:2=)F0E=D~y2=y)*0,(*<y0/.*/(30(,J00<2EF(/0*)<2EF0z/0E303D00~)F0*)<03)E+,*2EF0N0E0,2<3R/.*=y)32EF(*:0)32EF3.//:203R0.2/J0E<(*J<yy0*02Ex=<)e.N:2=f0)*2EFx<y0)<<)=y0+C03(:.<2(E)//*(12EF<y0A)3<0PE,*)3<*.=<.*0-D3<0JQE<0*/*230*F)E2=-0*12=039F*00J0E<)E+./+)<0E(E=(E<*)=<F)<0*)<03,(*+23/(3):R(*F)E2=10*32(E30*12=03)E+(<y0**0:)<0+=y)*F03)<<y0@(.E<D:)E+,2::3)E+(<y0**0:)<0+*2€0?@A)3<0BC0=D=:2EF;2*0=<(*(*+032FE00<(0z0=.<0<y0)F*00J0E<3)E+J)<0*2):0+2<3)3J)DN0*0.2*0+~2<y(.<,.*<y0*'()*+)//*(1):x             !"#$%&'(&)$#*+($&,- ./     - .1    2 0  2  5 0 99:2; -; .  < 6- 84 -899:=344:.0 >   0/>   ?  /     ? <6@B423484 C 3A234496   84=  -3484=3434. </8D2348E6??  3449 <6@B423 <6  FGC  -FGC  -6< .   2  06/ ;-;.8B7B 3434     0 H <62   I0  /= 2/  0   / 343D2;  6?@J2      <6   K- K.6     /0 - ;8B7B   .    6   K6 ?     /SRTU/;   /0      C  6 00  V0 /     /      / /-WE W.1  > 2 0       2          0      /  FX    0      G  /    0       1   / 0V F12      F  =        0   61  K6X 6 Y=                                                                     "#$%&'  "      ()"    *  +#( ,  -."#$/%' .+#$%0' .&#$1"' .      !5      !5   6   7            8              9       ! +( ,       ! +          !2        *               ! +                  &/-:4        <E@ADBF=<DDGD?HI;CFJ            6           8        *      K     ;LMNO@BHDPQ  ! 5   2          K7R ! (      !5    *          ( * !2    !                    S:TS    *        !      !           6                (  *  )     ,       !            27   R ,!! (  2                             !                               !                         R ,!(  2    U 2    ,*       6!2     !2            !                      W             !" #$%& !"#$'&!"#$&(%!"#$&(%!")*+*"$./$0$&+-"11"56.$74"3$((89":;6ABCDEF@GHIJKLLMNJOJPEQCR>QS@UV@FWX?R@NU>QFABYLLZ[G@@DE?AUB\UKLZ]L^L_cG?>Q?GABd@>Qe>BFAGW>G@FUB>?@FOgabcVA>?R@hUDDUiABSED>jaUB?Q>C?=>?@kabckILgUhQ>C?=>?@kHIJMNJOJlAV@QGAUB>QS@_  !" #$%&m'8!"#$'&%888!"#$&%8(%8!"n#$&%%8!"4.24.6poq ,!  !r")*+.4$5,"-oo$4.+".664,! s"55"t6,"-*"$.s5$0$&:"6u9$66442$6u6<xU>FGi@ASRABSD@GG?R>BOZLFGK_y88 %y88)*+zs5$0$&+4.z:9:.z6u:45472$6u2$6<xU>FGi@ASRABSD@GG?R>B{{LFGK_'888 888)*+-"-|$;5s&;;44"$511""-3$;5465"3$64}1TD@GjTA@C@GUhiUUF[hEQBA?EQ@[@GG@G[@?CK_y88!" %y88!")*+4.6$4$5o;*$.55$4"s9$55q ,! y888)*+os4463;o$4.+";:.*3$ ,! $z+4.$66€7433}.94""1393$6;4$61"3$;"-."$$6t4554.$6€7*+6$4‚:57%u'8'$99"2$5uo*0t4551"$557}.:6$;o6t434u$4$4" 464.6$;3s$.4547o9$"6+36"137.446u$4$4" 464.6u$;s$.4547o9$"63$2:459458u'8' u"6r3*":7626343"4.$63."$.$€7%8„1"$3945;$;547…:46;4.4"3$.3""66""}.:$†:4;"9$739"6;"-."$.$$ut34.34.5:;63$;;44"$5.3$$99"2;€73ƒ"$;4'88                  !"# !"#"+',#-./  01& 23%04 5-./  01& 27  85-8  09 & -: 6 0 93 8 9   01 8  09 &  1  3 <: ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4743 Agenda Date:3/11/2026 Agenda Item No:8. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: INVESTMENT PERFORMANCE RESULTS GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Information Item. BACKGROUND Insight Investment (Insight)serves as the Orange County Sanitation District’s (OC San)Investment Manager.Insight’s Senior Portfolio Manager Jason Celente,CFA,CTP and Senior Relationship Manager Thierno Sylla,CFA will be providing an informational presentation on the performance of OC San’s liquidity and long-term investment portfolios over the past year. RELEVANT STANDARDS ·Ensure that investment proposals and decisions are based on clearly defined standards ·Comply with OC San’s Investment Policy ·Ensure the public’s money is wisely spent ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Presentation Orange County Sanitation District Printed on 3/4/2026Page 1 of 1 powered by Legistar™ 1 FOR PROFESSIONAL CLIENTS ONLY, NOT TO BE DISTRIBUTED TO RETAIL CLIENTS THIS DOCUMENT SHOULD NOT BE REPRODUCED IN ANY FORM WITHOUT PRIOR WRITTEN APPROVALPLEASE REFER TO THE RISK DISCLOSURES AT THE BACK OF THIS DOCUMENT Orange County Sanitation Administration Committee Meeting – March 11, 2026 INSIGHT NORTH AMERICA (INA) PORTABILITY LANGUAGE TO GO ON INSIDE FRONT COVER ALL NEW US BUSINESS TO BE CONTRACTED UNDER THIS ENTITY This document has been prepared by Insight North America LLC (INA), a registered investment adviser under the Investment Advisers Act of 1940 and regulated by the US Securities and Exchange Commission (SEC). Registration with the SEC does not imply a certain level of skill or training. The SEC has not reviewed or approved any calculation or presentation of performance results included in these materials. INA is part of ‘Insight’ or ‘Insight Investment’, the corporate brand for certain asset management companies operated by Insight Investment Management Limited including, among others, Insight Investment Management (Global) Limited and Insight Investment International Limited. The performance of Insight is being presented to show the historical performance of the portfolio management team responsible for managing the strategy. The track records presented include all accounts managed by Insight with substantially similar investment objectives, policies and strategies for which the strategy management teams were responsible. Advisory services referenced herein are available in the US only through INA. INA and its Insight affiliates are part of the GIPS® firm Insight Investment, which claims compliance with GIPS. Please refer to the important disclosures at the back of this document. 3 •Firm Update •Economic review and outlook •Portfolio update •Important disclosures Agenda 4P0000 Getting to know Insight Investment As of December 31, 2025. Diversification cannot ensure a profit or protect against loss in declining markets. All investments involve some level of risk, including loss of principal. ¹ Assets under management (AUM) are represented by the value of the client’s assets or liabilities Insight is asked to manage. These will primarily be the mark-to-market value of securities managed on behalf of clients, including collateral if applicable. Where a client mandate requires Insight to manage some or all of a client’s liabilities (e.g. LDI strategies), AUM will be equal to the value of the client specific liability benchmark and/or the notional value of other risk exposure through the use of derivatives. Insight North America (INA) is part of ‘Insight’ or ‘Insight Investment’, the corporate brand for certain asset management companies operated by Insight Investment Management Limited including, among others, Insight Investment Management (Global) Limited, Insight Investment International Limited and Insight Investment Management (Europe) Limited. Advisory services referenced herein are available in the US only through INA. Figures shown in USD. FX rates as per WM Reuters 4pm spot rates. AUM Globally Global Reach Local Presence Key Investment Capabilities 1,101 Employees worldwide 248 US-based employees 10 Cities 6 Countries $850bn¹ Custom Solutions Multi-Sector Fixed Income Systematic Fixed Income Sector-Specific Fixed Income Specialist fixed income firm with global reach and boutique approach •Fixed income is at the core of everything we do •A focus on precision and diversification designed to enhance long-term client outcomes 5 Insight Client Team Mary Donovan,CFA Senior Portfolio Manager +1 720 603 8165 Mary.Donovan@InsightInvestment.com Thierno Sylla, CFA Senior Relationship Manager +1 347 354 3060 Thierno.Sylla@InsightInvestment.com Michael Morin Associate Portfolio Manager +1 781 691 4627 Michael.Morin@InsightInvestment.com Caroline Cahill Client Service Specialist +1 347 714 7420 Caroline.Cahill@InsightInvestment.com Portfolio Management Client Solutions Group Jason Celente,CFA,CTP Senior Portfolio Manager +1 347 504 8528 Jason.Celente@InsightInvestment.com Economic review and outlook 7 A couple of good years for fixed income Source: Bloomberg, as of December 31, 2025. Treasury yield curve over time Falling yields and normalizing curve produced positive returns 3.63 3.47 3.73 4.17 3.00 4.00 5.00 3 m 2 yr 5 yr 7 yr 10 yr 12/31/25 12/31/24 8 Source: Bloomberg, as of December 31, 2025. Opinions expressed herein are as of the date stated and are subject to change without notice. Insight assumes no responsibility to update such information or to notify a client of any changes. Any projections or forecasts contained herein are based upon certain assumptions considered reasonable. Projections are speculative in nature and some or all of the assumptions underlying the projections may not materialize or vary significantly from the actual results. Accordingly, the projections are only an estimate. •Downside risks to employment invoked policy response in 2025, although pace is expected to slow in 2026 •Market pricing anticipates higher rates in the future, which is at odds with long-term projections •Began additional $40bn per month in T-Bill purchases, and continued reinvesting MBS paydowns into T-Bills Fed nears neutral policy rate 12/31/26, 3.38 12/31/27, 3.13 0.0 1.0 2.0 3.0 4.0 5.0 6.0 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 % Federal funds rate FOMC median estimates Market expectations 9 0 500 1,000 1,500 2,000 2,500 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Q1 Q2 Q3 Q4 Announced job layoffs (in thousands) Layoff announcements have picked up considerably Source: Challenger, Gray & Christmas, as of January 8, 2026. Layoffs exceeded 1.2 million in 2025, the most since the Global Financial Crisis (excluding the COVID year 2020) 10 Economic data projections¹ •The economy has momentum going into the new year with an ongoing AI boom, expansionary fiscal policy, less restrictive monetary policy and strong stock market as tailwinds •However, the sluggish labor market conditions pose challenges to the outlook with unemployment on the rise and job growth concentrated in a handful of industries •We anticipate the Fed will cut the federal funds rate two more times by mid-2026 and we view upside and downside risks to our baseline outlook as evenly balanced Key takeaways Source: Insight, as of December 31, 2025. Any projections or forecasts contained herein are based upon certain assumptions considered reasonable. Projections are speculative in nature and some or all of the assumptions underlying the projections may not materialize or vary significantly from the actual results. Accordingly, the projections are only an estimate. Opinions expressed herein are as of the date stated and are subject to change without notice. Insight assumes no responsibility to update such information or to notify a client of any changes. ¹ F = forecast. 2025 CPI and Real GDP actual, all other values projected. 2025 2026F 2027F 2.1 2.2 2.5 3.253.25 2.1 2.8 3.75 2.9 Real GDP Consumer Price Index Policy rate (year-end) Portfolio update 12 OC San Liquid Operating Portfolio Portfolio summary as of December 31, 2025 Source: Insight/Northern Trust. Inception date for performance purposes: February 29, 2024. Portfolio summary ●Value: $122,978,752 ●Benchmark: ICE BofA US 3-Month Treasury Bill blank 3 months Year to date 1 year Since inception %%%% p.a. Portfolio – gross of fees 1.01 4.42 4.42 4.87 Portfolio – net of fees 1.01 4.39 4.39 4.84 Benchmark 0.97 4.18 4.18 4.67 Relative – gross of fees 0.04 0.24 0.24 0.19 Relative – net of fees 0.03 0.22 0.22 0.16 Performance RECAP OF SECURITIES HELD As of December 31,2025 OC SAN LIQUID OPERATING PORTFOLIO Historical cost Amortized cost Fair value Unrealized gain (loss) Weighted average final maturity (days) Percent of portfolio Weighted average effective duration (years) Cash and Cash Equivalents 730,257.02 730,257.02 730,257.02 0.00 1 0.60 0.00 Commercial Paper 17,259,792.82 17,280,438.99 17,279,300.37 (1,138.62)12 14.12 0.03 Corporate Bonds 18,300,481.32 18,353,243.72 18,360,221.95 6,978.23 57 14.97 0.14 GovernmentAgencies 32,662,832.83 32,740,328.42 32,757,399.29 17,070.87 90 26.71 0.16 GovernmentBonds 12,472,472.66 12,475,911.40 12,474,899.85 (1,011.55)28 10.20 0.02 Gov't-issued Commercial 990,039.06 990,454.48 990,093.60 (360.88)298 0.81 0.66 Short Term Bills And Notes 39,863,191.98 39,917,905.48 39,921,640.98 3,735.50 44 32.60 0.11 Total 122,279,067.69 122,488,539.51 122,513,813.06 25,273.55 54 100.00 0.11 Rating (%) 75.2 19.2 0.6 5.0 100.0 0 50 100 150 AAA AA A BBB BIG Cash NRPortfolioBenchmark Duration (%) 0.6 18.3 49.5 19.5 10.3 1.8 100.0 0 40 80 120 1 day 2-7 days 8-30 days 31-90 91-180 181+ Portfolio Benchmark Approach used for credit rating: Average. All durations are effective duration. 13 14 blank 3 months Year to date 1 year Since inception %%%% p.a. Portfolio – gross of fees 1.19 6.35 6.35 5.63 Portfolio – net of fees 1.19 6.32 6.32 5.60 Benchmark 1.13 5.92 5.92 5.42 Relative – gross of fees 0.07 0.43 0.43 0.21 Relative – net of fees 0.06 0.40 0.40 0.18 OC San Long Term Portfolio Portfolio summary as of December 31, 2025 Source: Insight/Northern Trust. Inception date for performance purposes: February 29, 2024. Portfolio summary ●Value: $646,408,958 ●Benchmark: ICE BofA 1-5 Year AAA-A US Corporate & Government Index Performance RECAP OF SECURITIES HELD As of December 31,2025 OC SAN LONGTERM PORTFOLIO Historical cost Amortized cost Fair value Unrealized gain (loss) Weighted average final maturity (days) Percent of portfolio Weighted average effective duration (years) Asset Backed Securities 90,119,764.78 90,108,184.54 90,783,014.58 674,830.04 1,148 14.29 1.25 Cash and Cash Equivalents 569,982.04 569,982.04 569,982.04 0.00 1 0.09 0.00 Corporate Bonds 145,358,326.33 145,900,777.18 148,003,269.26 2,102,492.08 920 23.05 1.93 GovernmentAgencies 85,310,717.26 86,595,539.31 87,298,326.48 702,787.17 1,381 13.53 2.37 GovernmentBonds 243,269,058.79 246,766,952.06 249,662,468.70 2,895,516.64 1,343 38.57 3.46 GovernmentMortgage Backed 5,222,107.36 5,343,023.02 5,385,215.23 42,192.21 1,841 0.83 3.54 Gov't-issued Commercial 57,461,869.44 57,387,487.71 58,172,398.95 784,911.24 960 9.11 2.32 Miscellaneous 1,334,418.54 1,328,721.22 287,560.00 (1,041,161.22)0 0.21 0.00 Municipal/Provincial Bonds 2,000,000.00 2,000,000.00 2,042,714.40 42,714.40 1,035 0.32 2.62 Total 630,646,244.54 636,000,667.08 642,204,949.64 6,204,282.56 1,187 100.00 2.53 15 Approach used for credit rating: Average. All durations are effective duration. Rating (%) 15.3 62.6 22.0 0.13.8 80.4 15.8 0 50 100 AAA AA A BBB BIG Cash NRPortfolioBenchmark Duration (%) 10.9 24.3 29.4 26.0 9.4 4.6 33.6 28.2 22.3 11.2 0 10 20 30 40 0-1 1-2 2-3 3-4 4-5 5+ Portfolio Benchmark Important disclosures 17 Past performance is not indicative of future results. Investment in any strategy involves a risk of loss which may partly be due to exchange rate fluctuations. The performance results shown, whether net or gross of investment management fees, reflect the reinvestment of dividends and/or income and other earnings. Any gross of fees performance does not include fees and charges and these can have a material detrimental effect on the performance of an investment. The performance shown is for the stated time period(s) only. Any target performance aims are not a guarantee, may not be achieved and a capital loss may occur. Funds which have a higher performance aim generally take more risk to achieve this and so have a greater potential for the returns to be significantly different than expected. Investments are subject to risks, including loss of principal. There can be no guarantee that any investment strategy will meet the liability funding needs of a particular client. Performance information for certain accounts may reflect performance achieved while the account was managed at a prior firm. In addition, the performance and customized benchmark information for these periods are based on Information from 3rd parties that Insight believes to be accurate, but Insight has not independently verified such information and no representation is made regarding its accuracy or completeness. The quoted benchmarks do not reflect deductions for fees, expenses or taxes. These benchmarks are unmanaged and cannot be purchased directly by investors. Benchmark performance is shown for illustrative purposes only and does not predict or depict the performance of any investment. There may be material factors relevant to any such comparison such as differences in volatility, and regulatory and legal restrictions between the indices shown and the strategy. Any currency conversions performed for this presentation, use FX rates as per WM Reuters 4pm spot rates, unless noted otherwise. Funds and portfolios with an ESG objective follow a sustainable or ESG related investment approach, which may cause them to perform differently than funds that are not required to integrate sustainable investment criteria when selecting securities. Funds and portfolios with no ESG objective are not required to integrate sustainable investment criteria when selecting securities so any ESG approach shown is only indicative and there is no guarantee that the specific approach will be applied across the whole portfolio. This is a client report intended for professional clients only. This material is for professional clients only and is not intended for distribution to retail clients. This document must not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or otherwise not permitted. This document is intended only for the parties to whom it was delivered or its authorised agents and should not be copied or passed to any other person. Please contact the Client Services Team if there has been any change in your financial circumstances or risk tolerance since the previous valuation that could affect the investment objective of your portfolio. Insight obtains market data and prices from an independent pricing source for all of our currency positions on a daily basis. For trading activity the Clearing broker will be reflected. In certain cases the Clearing broker will differ from the Executing broker. Some information contained in this client report comes from external sources which Insight believes to be reliable. A list of sources is available on request. All statistics represent month end figures unless otherwise noted. It should not be assumed that any of the security transactions or holdings referenced herein have been or will prove to be profitable or that future investment decisions will be profitable or will equal or exceed the past investment performance of the securities listed. Tax treatment depends on the individual circumstances of each investor and may be subject to change in the future. Insight does not provide tax or legal advice to its clients and all investors are strongly urged to seek professional advice regarding any potential strategy or investment. Material in this publication is for general information only and is not advice, investment advice, or the recommendation of any purchase or sale of any security. Insight Investment is the corporate brand for certain companies operated by Insight Investment Management Limited (IIML). Insight includes, among others, Insight Investment Management (Global) Limited (IIMG), Insight Investment International Limited (IIIL) and Insight North America LLC (INA), each of which provides asset management services. This group of companies may be referred to as 'Insight' or 'Insight Investment'. Please compare the information provided in this statement to the information provided in the statement received from your Custodian. This report is not intended to replace your custodial statement which is your official record for all pertinent account information. Please notify us promptly if you do not receive from your custodian on at least a quarterly basis account statements that contain the amount of funds and each security in the account at the end of the period and all transactions in the account during that period. Disclosures 18 For clients based in North America: This material is for professional clients only and is not intended for distribution to retail clients.Investment advisory services in North America are provided through two different investment advisers registered with the Securities and Exchange Commission (SEC), using the brand Insight Investment: Insight North America LLC (INA) and Insight Investment International Limited (IIIL). The North American investment advisers are associated with other global investment managers that also (individually and collectively) use the corporate brand Insight Investment and may be referred to as 'Insight' or 'Insight Investment'. INA is registered with the CFTC as a Commodity Trading Advisor and a Commodity Pool Operator and are members of the NFA. Information about the indices shown here is provided to allow for comparison of the performance of the strategy to that of certain well-known and widely recognized indices. There is no representation that such index is an appropriate benchmark for such comparison. You cannot invest directly in an index and the indices represented do not take into account trading commissions and/or other brokerage or custodial costs. The volatility of the indices may be materially different from that of the strategy. In addition, the strategy’s holdings may differ substantially from the securities that comprise the indices shown. The ICE BofA 3 Month US T-Bill index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income. The ICE BofA 6 Month US T-Bill index measures the performance of Treasury bills with time to maturity of less than 6 months. The ICE BofA 1-Year US Treasury Index is a one-security index comprised of the most recently issued 1-year US Treasury note. The index is rebalanced monthly. In order to qualify for inclusion, a 1-year note must be auctioned on or before the third business day before the last business day of the month. The ICE BofA 3-Year US Treasury Index is a one-security index comprised of the most recently issued 3-year US Treasury note. The index is rebalanced monthly. In order to qualify for inclusion, a 3-year note must be auctioned on or before the third business day before the last business day of the month. The ICE BofA 5-Year US Treasury Index is a one-security index comprised of the most recently issued 5-year US Treasury note. The index is rebalanced monthly. In order to qualify for inclusion, a 5-year note must be auctioned on or before the third business day before the last business day of the month. The ICE BofA 1-3 US Year Treasury Index is an unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years. The ICE BofA 1-5 US Year Treasury Index is an unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than five years. © 2025 Insight Investment. All rights reserved. Disclosures (continued) ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4818 Agenda Date:3/11/2026 Agenda Item No:9. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: PROCUREMENT PROCESS,BIDS VS RFPS,SOLE SOURCE CONTRACTS VS COMPETITIVE CONTRACTS GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Information Item. BACKGROUND Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month’s topic: Orange County Sanitation District Procurement Processes RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Participate in local, state, and national cooperative purchasing programs ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Presentation Orange County Sanitation District Printed on 3/4/2026Page 1 of 1 powered by Legistar™ 3/3/2026 1 Purchasing, Contracts, and Materials Management Department Overview Presented By: Kevin Work, Purchasing and Contracts Manager Administration Committee March 11, 2026 2 The Team Purchasing and Contracts Manager Contracts Purchasing Materials Management •Public Works Construction •Architectural Agreements •Construction support •Planning Studies •Equipment •Services •Consulting Services •Supplies •Maintenance •IT support •Receiving •Inventory control •Deliveries •Shipping •Property Disposal 1 2 3/3/2026 2 3 Materials Management Materials Management Shipping and receiving Stocking and distribution Inventory control DisposalUniform management Tool crib Quality control •6,974 inventory items •$12M+ of inventory 4 Contracts Public Works Construction Professional Services Contract Administration Template Updates 12 construction contracts awarded last year. 33 Professional Agreements awarded last year. 44 total contracts representing almost $1B in active administration. Continually updated to reflect evolving practices and updated regulations. 3 4 3/3/2026 3 5 Purchasing 53 $152M 5K+ Annual solicitations Annual PO value POs issued annually 6 Rules and Regulations •State Law •Public Contract Code •Mini-Brooks Act •CA Government Code •Federal and State Grant Requirements •OC San Policies •Ordinance No. OC SAN-61 5 6 3/3/2026 4 7 Procurement Process 8 Procurement Methods Public Works Construction Construction, erection, or alteration of any type of structure, building, or improvement. •Publicly advertised competitive solicitation if work is over $35,000 •Awarded to lowest Responsive & Responsible Bidder •No contract negotiations Request for Proposals/ Qualifications Services provided by professionals that involve specialized judgement, skill, and expertise. •Competitive solicitation if service is over $25,000 •Award is based on Best Value •Contract negotiations may occur Goods and Services Bids Fixed, movable, disposable, and/or reusable products, equipment, materials, or supplies; orfurnishing of materials, labor, time, or effort by a Contractor. •Competitive solicitation if goods or services are over $25,000 •Awarded to lowest Responsive & Responsible bidder •No contract negotiations 7 8 3/3/2026 5 9 Master Contracts •Request for Qualifications •Experience •Capacity •Specialized expertise •Current Master Contracts Individual Task Order Limit Current Number of Contracts Maximum DurationType $500,000153 yearsMaintenance and Repairs $500,00065 yearsPlanning $500,000155 yearsProfessional Design 10 Exemptions Emergency Purchases that are required to prevent immediate interruption or cessation of necessary services or to safeguard life, property, or the public health and welfare Sole Source Goods and/or services are:1) Of a unique nature based on the quality, durability, availability, fitness or qualifications for a particular use; or 2) Only available from one source •General Manager or designee determines the urgent need or sole source •Awarded through negotiated procurement •Board Chairman concurrence if emergency over $150,000 Board ratified at next regular meeting 9 10 3/3/2026 6 11 Approval Thresholds •Ordinance No. OC SAN-61 Sufficient Budget Available and Authorized General Manager up to $150K Standing Committees up to $250K Board Approval if over $250K 12 Threshold Matrix 11 12 3/3/2026 7 13 Recommendation Information item. 13 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4745 Agenda Date:3/11/2026 Agenda Item No:10. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: FY 2026-27 AND 2027-28 ORANGE COUNTY SANITATION DISTRICT BUDGET REVENUES AND RESERVES OVERVIEW GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Information Item. BACKGROUND Staff will provide an informational presentation on the revenues and reserves of the Orange County Sanitation District’s Proposed Fiscal Year 2026-27 and Fiscal Year 2027-28 Budget. The Proposed Budget will be presented for adoption at the June 24,2026 Board of Directors meeting. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Stable rates, no large unforeseen rate increases ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·FY 2026-27 and FY 2027-28 Budget Revenue Detail ·Reserve Summary - FY 2025-26 ·Presentation Orange County Sanitation District Printed on 3/4/2026Page 1 of 1 powered by Legistar™ 1 Orange County Sanitation District FY 2026-27 and FY 2027-28 Budget Revenue Detail Revenue Summary (in millions) Category FY 2026-27 Proposed FY 2027-28 Proposed Revenues: Service Fees 372.8 395.3 Permit User Fees 22.1 22.9 Capital Facility Capacity Charge 16.3 16.8 Property Taxes 145.7 148.7 Interest 37.5 37.2 Other Revenue 32.2 52.5 Debt Proceeds 0.0 0.0 Total Revenue $626.6 $673.4 The Orange County Sanitation District (OC San) has a variety of revenue sources available for operating and capital expenses. The major revenue sources are as follows: • Service Fees • Permit User Fees • Capital Facilities Capacity Charges (CFCC) • Property Taxes • Interest • Other Revenue • Debt Proceeds FY2026-27 FY2027-28 Service Fees – User fees are ongoing fees for service paid by customers connected to the sewer system. A property owner, or user, does not pay user fees until connected to the sewer system and receiving services. Once connected, a user is responsible for his share of the system’s costs, both fixed and variable, in proportion to his demand on the system. These fees are for both Single Family Residences (SFR) and Multiple Family Residences (MFR). FY 2026-27 will be the forth year of the most recent five-year sewer service fee rate schedule to be approved by the Board. The SFR rate (the underlying basis for all sewer rates) will increase by 3.4 percent ($13) to $397 in FY 2026-27, and 3.65 percent ($14) to $411 in FY 2027-28. These rates are still well below the average annual sewer rate currently being charged throughout the state. $372.8 $395.3 2 FY2026-27 FY2027-28 Permit User Fees – Fees paid by large industrial and commercial properties owners connected to the sewer system. These fees are for the owner’s share of the system’s costs, both fixed and variable, in proportion to his demand on the system. Since the inception of the Permit User Fee program in 1970, users of OC San’s system that discharge high volumes or high strength wastewater are required to obtain a discharge permit and pay for the full cost of service. $22.1M $22.9M Capital Facilities Capacity Charges (CFCC) – Capital Facilities Capacity Charge is a one-time, non-discriminatory charge imposed at the time a building or structure is newly connected to OC San’s system, directly or indirectly, or an existing structure or category of use is expanded or increased. This charge pays for OC San facilities in existence at the time the charge is imposed, or to pay for new facilities to be constructed in the future, that are of benefit to the property being charged. $16.3M $16.8M Property Taxes – The County is permitted by State law (Proposition 13) to levy taxes at 1% of full market value (at time of purchase) and can increase the assessed value no more than 2% per year. OC San receives a share of the basic levy proportionate to what was received in the 1976 to 1978 period less $3.5 million, the amount that represents the State’s permanent annual diversion from special districts to school districts that began in 1992-93. OC San’s share of this revenue is dedicated for the payment of debt service. $145.7M $148.7M Interest – Interest earnings are generated from the investment of accumulated reserves consisting of a cash flow/contingency, a capital improvement, a renewal/replacement, and a self-insurance reserve. $37.5M $37.2M Other Revenue – Other revenue includes solids handling and capital assessments from the Irvine Ranch Water District (IRWD); and O&M sewer services provided to IRWD, the Santa Ana Watershed Protection Authority (SAWPA), Capital Improvement Program reimbursements from OCWD, and the Sunset Beach Sanitary District. $32.2M $52.5M 3 FY2026-27 FY2027-28 Debt Proceeds – Certificates of Participation (COPs) are OC San’s primary mechanism for financing capital projects. COPs are repayment obligations based on a lease or installment sale agreement. COPs are viewed by the State of California as a share in an installment arrangement where OC San serves as the purchaser. No new debt issuances are projected in the near-term. $0.0M $0.0M Financing If it is necessary that OC San utilize debt financing to meet its total obligations and to meet projected construction schedules, OC San uses long-term borrowing (Certificates of Participation (COP)) for capital improvements that cannot be financed from current revenue. Before any new debt is issued, the impact of debt service payments on total annual fixed costs is analyzed. No new debt issuance is currently being planned. OC San Maintains its AAA Rating OC San maintains ratings of “AAA” from Standards and Poor and “AAA” from Fitch. A triple A rating is the highest obtainable for any governmental agency. To maintain this rating, OC San adheres to its 2023 Debt Policy and coverage ratios requirements. This Board-adopted policy serves as the agency’s guide in the management of existing debt and in the issuance of future debt. OC San Has Contractual Covenants OC San has contractual covenants within the existing COP agreements which require minimum coverage ratios of 1.25. The minimum coverage ratio is the ratio of net annual revenues available for debt service requirements to total annual debt service requirements for all senior lien COP debt. The coverage ratio for senior lien COP debt was approved at 5.68 for FY 2026-27. Orange County Sanitation District Reserve Summary - FY 2025-26 Orange County Sanitation District (OC San) has a Board of Directors Reserve Policy that sets forth seven criteria to be used to determine its reserve level. As part of the OC San financial and operating process, we have developed a Reserve Policy which governs the establishment of our reserve level and the use of those funds. To ensure an adequate and diverse reserve policy, we have established seven different criteria. These are not seven different reserves, but seven criteria used to set the total reserve level. Reserves can only be used with the approval of the Board of Directors. Below is a summary of the OC San Reserve Criteria. Reserve Policy Summary Non-Discretionary 1) Debt Covenants and Other Requirements – Required by OC San bondholders – $57 million – RESTRICTED This level is set by various bond covenants. As OC San issues debt, it is required to maintain certain levels of reserves held specifically for repayment of that debt and cannot be reduced or used prior to repayment of all outstanding debt issuances. 2) “Dry Period” – Property Tax Payments – 50% of Operating Costs – $126 million The largest portion of OC San revenues are user fees, approximately $360 million. These fees are listed on and collected through the County property tax bill. Since we receive payments twice each year, we hold funds in reserve specifically to pay operating expenses pending receipt of those payments. 3) “Dry Period” – Property Tax Payments – 100% of August Debt Service Costs – $13 million The largest portion of OC San revenues are user fees, approximately $360 million. These fees are listed on and collected through the County property tax bill. Since we receive payments twice each year, we hold funds in reserve specifically to pay debt service pending the receipt of those payments. Discretionary 4) Operating Budget – 10% of the total Operating Budget as a Contingency – $25 million We hold ten percent of our operating budget as an operating contingency for non-recurring and unanticipated expenditures. 5) Capital Improvement Budget – 50% of the average 10-year CIP Program – $178 million OC San currently has a ten-year, $3.6 billion Capital Improvement effort. We hold the equivalent of 5% of that total as a contingency specifically related to these Capital Improvement Program efforts. 6) Rehabilitation and Refurbishment – $75 million In 2002, OC San established a reserve level related to rehabilitation efforts at $50 million based on the rehabilitation or replacement costs at that time. Although the total costs for rehabilitation or replacement has increased substantially since 2002 as a result of the move to Full Secondary Treatment and the Construction of GWRS, this reserve guideline has been increased to $75 million. 7) Catastrophic loss / Self-insurance – $100 million OC San is Self-Insured for Catastrophic Loss. $100 million of OC San’s total reserves are related to holding funds for this category. Although OC San now has approximately $14 billion in asset replacement value and this level has been increased, it is potentially under-funded. Current FY 2025-26 Reserve Policy Requirement $574 million 3/3/2026 1 FY 2026-27 and FY 2027-28 Revenues and Reserves Presented by: Ruth Zintzun, Finance Manager Administration Committee March 11, 2026 Four Major Revenue Categories 2 403.4 411.2 435.0 142.8 145.7 148.7 70.9 69.7 89.7 $0 $100 $200 $300 $400 $500 $600 $700 $800 Estimated FY 25-56 Proposed FY 26-27 Proposed FY 27-28 Mil l i o n s Debt Proceeds Other/Interagency General Income Fees and Charges 1 2 3/3/2026 2 Fees and Charges 3 Service Fees $372.8M91% Permit User Fees $22.1M5% Capital Facilities Capital Charge $16.3M4% Proposed FY 26-27 $411.2M Service Fees$395.3M 91% Permit User Fees $22.9M 5% Capital Facilities Capital Charge $16.8M4% Proposed FY 27-28 $435.0 M General and Other Income 4 Property Taxes $145.7M 68% Interest $37.5M 17% Other Revenue $32.2M 15% Proposed FY 26-27 $215.4M Property Taxes $148.7M62% Interest$37.2M 16% Other Revenue $52.5M22% Proposed FY 27-28 $238.4M 3 4 3/3/2026 3 Reserve Policy Summary 5 Non-Discretionary Criteria 1) Operating Expense – Dry Period $ 126 M2) Debt Service – Dry Period $ 13 M 3) Debt Service Requirements $ 57 MSub-Total $ 196 M Discretionary Criteria 4) Operating Contingencies $ 25 M5) Capital Improvement Program $ 178 M6) Catastrophe Funds $ 100 M7) Replacement/Refurbishment $ 75 M Sub-Total $ 378 M TOTAL $ 574 M Discretionary Reserves $378M Assets $16B Discretionary Reserves are 2.3% of Assets Key Meeting Dates 6 January February March April May June Revenues and Reserves Operations Administration Expenditures Operations Administration CIP Operations Administration Proposed 2-Year Budget Operations Administration Board Insurance Administration Budget Assumptions and Calendar Board 5 6 3/3/2026 4 7 Information item. Recommendation 7 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 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 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 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.