HomeMy WebLinkAbout04-22-2026 Steering Committee Complete Agenda PacketNOTICE OF REGULAR MEETING AGENDA
PUBLIC PARTICIPATION NOTICE
ORANGE COUNTY SANITATION DISTRICT
STEERING COMMITTEE
APRIL 22, 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
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SUBMIT A COMMENT
Online at: https://ocsd.legistar.com/Calendar.aspx or by emailing: OCSanClerk@ocsan.gov
ROLL CALL STEERING COMMITTEE
Meeting Date: April 22, 2026 Time: 5:00 p.m.
COMMITTEE MEMBERS (7)
OTHERS
STAFF
STEERING COMMITTEE
Regular Meeting Agenda
Wednesday, April 22, 2026 - 5:00 PM
Huntington Beach 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
STEERING COMMITTEE Regular Meeting Agenda Wednesday, April 22, 2026
CALL TO ORDER
ROLL CALL AND DECLARATION OF QUORUM:
Clerk of the Board
PUBLIC COMMENTS:
Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the
Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during
meetings: you may participate in person, join the meeting live via Teams on your computer or similar device or
web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for
consideration before or during the meeting.
REPORTS:
The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters of
general interest to the Directors. These reports are for information only and require no action by the Directors.
CONSENT CALENDAR:
Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion,
without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in
the regular order of business.
1.2026-4695APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Steering Committee held March 25,
2026.
Originator:Kelly Lore
Attachments:
NON-CONSENT:
2.2026-4873ORANGE COUNTY WASTE AND RECYCLING WASTE
INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT AND
ORGANIC SERVICES AGREEMENT
RECOMMENDATION:
A. Approve the Corrected 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
solid waste (grit, screenings, drying bed materials and any solids that cannot be
Page 2 of 4
STEERING COMMITTEE Regular Meeting Agenda Wednesday, April 22, 2026
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 $18,500,000 which includes the phased-in unit price per ton approach
and the associated escalation costs; and
B. Approve up to one (1) optional renewal agreement for an additional term of ten
(10) years.
Originator:Lan Wiborg
Attachments:
3.2026-4863GENERAL SERVICES CONTRACT FOR SECURITY SERVICES
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract for Inter-Con Security Systems, Inc. to
provide Security Services, Specification No. S-2025-707BD, for an initial
13-month term with a total amount not to exceed $2,972,354 for the period
beginning June 1, 2026, through June 30, 2027, with four one-year renewal
options. Compensation for subsequent annual renewal options shall be a total
annual amount not to exceed $2,743,711; and
B. Approve an annual contingency of $274,371 (10%) for the contract period and
all remaining renewal periods.
Originator:Laura Maravilla
Attachments:
INFORMATION ITEMS:
None.
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the
Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,
pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9,
54957 or 54957.6, as noted.
Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c)
employment actions or negotiations with employee representatives; or which are exempt from public disclosure
Page 3 of 4
STEERING COMMITTEE Regular Meeting Agenda Wednesday, April 22, 2026
under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are
not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes
will reflect all required disclosures of information.
CS-1 2026-4874CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED
LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(4)
RECOMMENDATION: Convene in Closed Session:
Number of Potential Cases: 1
Initiation of litigation.
Attachments:
CONVENE IN CLOSED SESSION.
RECONVENE IN REGULAR SESSION.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
At this time Directors may request staff to place an item on a future agenda.
ADJOURNMENT:
Adjourn the meeting until the Regular Meeting of the Steering Committee on May 27, 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
Clerk of the Board
April 15, 2026
Page 4 of 4
STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4695 Agenda Date:4/22/2026 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 Steering Committee held March 25, 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:
·March 25, 2026 Steering Committee meeting minutes
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Orange County Sanitation District
Minutes for the
STEERING COMMITTEE
Wednesday, March 25, 2026
5:00 PM
Huntington Beach Room
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
CALL TO ORDER
A regular meeting of the Steering Committee of the Orange County Sanitation District was
called to order by Board Chairman Ryan Gallagher on Wednesday, March 25, 2026 at 5:00
p.m. in the Orange County Sanitation District Headquarters.
ROLL CALL AND DECLARATION OF QUORUM:
The Clerk of the Board declared a quorum present as follows:
PRESENT:Ryan Gallagher, Jon Dumitru, Pat Burns, Carlos Leon, Christine
Marick, Chad Wanke and John Withers
ABSENT:None
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; Lan Wiborg, Director of Environmental Services; Kelly Lore,
Clerk of the Board; Mortimer Caparas; Daisy Covarrubias; Raul Cuellar; Don Cutler; Thys
DeVries; Martin Dix; Justin Fenton; Al Garcia; Dave Haug; Tania Moore; Thomas Vu;, Kevin
Work; and Sammady Yi were present in the Huntington Beach Room.
OTHERS PRESENT: Scott Smith General Counsel; and Ryan Baron Assistant General
Counsel were present in the Huntington Beach Room. Chad Colton was present virtually.
PUBLIC COMMENTS:
None.
REPORTS:
Chair Gallagher did not provide a report.
General Manager Rob Thompson provided a brief update on the Miller Holder/Rhone Lane
construction for 13 homeowners who have settlement agreements with OC San. Mr.
Thompson also stated that the recent graduates of the Wastewater 101 Academy will be
celebrated at the Board meeting, and also provided a brief update on upcoming budget
requests at next month's Committee meetings.
Page 1 of 4
STEERING COMMITTEE Minutes March 25, 2026
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2026-4694
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Steering Committee held February 25,
2026.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad
Wanke and John Withers
NOES:None
ABSENT:Carlos Leon
ABSTENTIONS:None
NON-CONSENT:
2.PLANT NO. 1 ADDED FACILITIES AGREEMENT RENEWAL WITH
SOUTHERN CALIFORNIA EDISON COMPANY
2026-4813
Originator: Riaz Moinuddin
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad
Wanke and John Withers
NOES:None
ABSENT:Carlos Leon
ABSTENTIONS:None
INFORMATION ITEMS:
None.
DEPARTMENT HEAD REPORTS:
None.
Page 2 of 4
STEERING COMMITTEE Minutes March 25, 2026
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION
54956.9(d)(4).
The Committee convened in closed session at 5:07 p.m. Confidential minutes of the Closed
Sessions have been prepared in accordance with the above Government Code Sections and
are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board
and Committee Closed Session meetings.
Director Carlos Leon arrived at the meeting during Closed Session at 5:13 p.m.
CS-1 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED
LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(4)
2026-4848
CONVENED IN CLOSED SESSION:
Number of Potential Cases: 1
Initiation of litigation.
RECONVENED IN REGULAR SESSION.
The Committee reconvened in regular session at 5:31 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Scott Smith stated there was no reportable action.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Chair Gallagher declared the meeting adjourned at 5:31 p.m. to the next Regular Steering
Committee meeting to be held on Wednesday, March 25, 2026 at 5:00 p.m.
Page 3 of 4
STEERING COMMITTEE Minutes March 25, 2026
Submitted by:
__________________
Kelly A. Lore, MMC
Clerk of the Board
Page 4 of 4
STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4873 Agenda Date:4/22/2026 Agenda Item No:2.
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:
A. Approve the Corrected 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 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 $18,500,000 which includes the phased-in unit price per ton approach and the
associated escalation costs; and
B. Approve up to one (1)optional renewal agreement for an additional term of ten (10) years.
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 Orange
County Sanitation District (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-
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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.
On February 23,2026,OCWR provided OC San the WISE Agreement and OSA for adoption,which
took place at the OC San’s Board of Directors meeting on March 25, 2026.
On April 3,2026,OCWR provided OC San with a corrected version of the WISE Agreement and OSA
which changed the contract rates for Years 2 through 10.This caused an estimated increase of
approximately $500,000 over the 10-year term of the agreement.
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 (County)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:$74/ton,Year 3:$81/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,whileOrange County Sanitation District Printed on 4/15/2026Page 2 of 5
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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.
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: $74/ton Year
3: $81/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
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File #:2026-4873 Agenda Date:4/22/2026 Agenda Item No:2.
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.
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
March 2026 -Approved 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 approved up to one (1) additional, 10-year renewal agreement.
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
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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:
·Corrected WISE Agreement and OSA
·OCWR January 27, 2026 - Agenda Staff Report
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Page 1 of 69
WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT
(“WISE AGREEMENT”)
Between
THE COUNTY OF ORANGE, CALIFORNIA
and
ORANGE COUNTY SANITATION DISTRICT
Dated April 22, 2026
County Authorization Date: Sanitation District Authorization Date:
County Notice Address:
Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701
Sanitation District Notice Address:
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
Page 2 of 69
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 69
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
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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
local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the
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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, 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 AB 939 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
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).
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“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 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.
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“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 a blend of the following two indexes based on the following
percentage of each: 60% of the CPI shall be comprised of the Consumer Price Index published by the Bureau of Labor
Statistics for All Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average
(CUSR0000EHG); and, 40% of the CPI shall be comprised of the Consumer Price Index for All Urban Consumers,
not seasonally adjusted, all items index (CPI-U) – All items in Los Angeles-Long Beach-Anaheim (CUURS49ASA0).
In the event either of the forgoing indexes 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 Orange County Board of Supervisors 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.
“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
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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
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
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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 Infrastructure” means organic processing facilities designed to receive and process Organic Waste
to support the State’s Organic Legislation goals, promote local recycling, and/or assist local jurisdictions in meeting
their organic diversion requirements which are utilized by interested Cities in connection with their participating in
County-provided Organic Processing Services pursuant to a separate Organic Services Agreement
“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).
“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.
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“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 50% 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.
“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.
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“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 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
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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
(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
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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
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
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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 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
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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,
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.
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(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 increase source reduction, materials recovery, recycling,
organic processing or other waste diversion in the region as may be required by law or which result in the long-term
preservation of landfill disposal capacity and 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 new services relating to Source-Separated Household Hazardous Waste or 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 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 the event 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
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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 than 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;
(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
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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.
(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
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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. In no event shall such Importation Agreements, entered
into after the Commencement Date, include a per ton tipping fee or Disposal Rate for Imported Acceptable Waste that
is less than the Contract Rate. 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 WISE Agreements throughout the
Term thereof; and, should the delivery of waste subject to Importation Agreements adversely affect the County’s ability
to receive and dispose of Controllable Waste from Participating Cities the County will prioritize receipt and disposal of
Controllable Waste delivered pursuant to applicable WISE Agreements.
(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
(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
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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
shall be annually reviewed and adjusted every five (5) years by the County to
reflect the percentage of deliveries of Acceptable Waste from each Participating
City averaged over the last five (5) years. The County shall notify Participating
Cities of the revised percentages in Appendix 1 within one hundred and twenty
(120) days of the end of each fiscal year.
SECTION 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES.
(A) County-Wide Recycling and Diversion Services. Unless otherwise specifically provided in
this Agreement, County is not required to provide for any source reduction, materials recovery, recycling, organic
processing 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 on
the condition that provision of said services shall be funded in a manner that does not impact the Contract Rate without
first going through the process outlined in Section 4.2 and expressly agreed to by 50% of Participating Cities.
(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
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 reasonably 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 reasonably cooperate and collaborate with County in support of the RMDZ program.
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(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), $74/ton (July 1,
2027 through June 30, 2028), and $81/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 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) County determination that the Department revenue is insufficient to meet Full Cost
Recovery requirements.
(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), (iii) (iv) or (vi)
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
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(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 (v) 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, where appropriate, it will evaluate the feasibility of long-term financing for significant capital
costs. Notwithstanding the forgoing, no adjustment to the Contract Rate shall occur as a result of costs associated with
the programs identified in Section 3.7, without first going through the process outlined in Section 4.2 and expressly
agreed to by 50% of Participating Cities.
(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 one-hundred eighty (180)
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”.
(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
establish 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. Should the County wish to provide new
or expanded services to Cities, it may charge for such services upon agreement of City. 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.
Adjustments pursuant to this Section 4.2(E) shall not require compliance with the provisions of Section 4.2(K)
(F) Annual CPI Escalation. Subject to the application of the Contract Rate True-up (provided
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below), the Contract Rate shall be adjusted each July 1, beginning 2029, in an amount equal to the percentage change
in the CPI (as defined above) as measured from the October twenty one (21) months prior to the rate adjustment to the
October immediately preceding the rate adjustment (the “Annual CPI Adjustment”). For example: The July 1, 2029
Annual CPI Adjustment to the Contract Rate shall be based upon the change in CPI from October 2027, to October
2028, referred to as year 1 and year 2 respectively in the following example.
Formula to calculate percentage change in the Contract Rate based on Annual CPI Adjustment :
Step 1:
[ October Year 2 CPI
October Year 1 CPI
- 1 = % increase in Contract Rate
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, 2029, the County shall provide the City with notice of the Annual CPI
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 shall calculate the new Contract Rate each year.
In the event that the change in CPI as described above is negative rather than positive, 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: On an annual basis, no later than each April 30, beginning April 30, 2030, the County
shall conduct an annual review of factors pertaining to the most recently completed fiscal year(s) including but not limited
to, tonnage received throughout the Waste Infrastructure System, Cumulative Tonnage Targets identified in Appendix 2,
revenue received from all sources, Department expenditures, and other factors that make up Department’s total costs.
County shall notify City prior to April 30, 2030 (and every April 30 thereafter) and advise whether the Annual CPI
Adjustment to the Contract Rate should be frozen for a period of time (in circumstances where Department revenues
exceed Department Full Cost Recovery needs) or to determine whether the Contract Rate should be increased beyond the
Annual CPI Adjustment as defined above (in circumstances where Department costs exceed CPI) to ensure that
Department revenues meet Full Cost Recovery.
Within thirty (30) days of finalizing each annual review, the County shall transmit its findings and the bases
thereof to Participating Cities at the next regularly scheduled OCCMA meeting or other forum mutually agreed to by the
County and OCCMA. If requested by the City or OCCMA, the County shall reasonably respond to requests from the City
and/or OCCMA for additional information including, but not limited to, requests to meet and discuss reviews, findings,
and bases of findings. At the request of 50% of Participating Cities, County agrees to meet and confer in good faith with
OCCMA, within sixty (60) days to discuss retention of a consultant acceptable to both the County and OCCMA to conduct
an independent review of the County’s annual review findings.
Nothing in this section shall be interpreted as limiting the County’s rights under Section 4.2(A).
(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]
]
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(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 ninety (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 forty five (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 thirty (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 the Orange
County Superior Court within forty five (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
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 deliver it as well as the County’s answer to the complaint in the Action, by electronic
means, to 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
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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 Court and
electronically serve upon County Counsel 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
the 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 electronically 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.
(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) In the event that the Court 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
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Cities shall, within twenty (20) days following the issuance of the Court’s order or decision not to do so and thereby
honor the parties’ stipulation, 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 (12). 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 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.
(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;
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(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
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
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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
Within thirty (30) calendar days of finalizing each annual update of the Ten-Year Projection, County shall transmit the
Ten-Year Projection via email to the City and OCCMA. If requested by the City or OCCMA, the County shall
reasonably respond to requests from the City and/or OCCMA for additional information including, but not limited to,
requests to meet and discuss the updated Ten-Year Projections at the next regularly scheduled OCCMA meeting or
other forum mutually agreed to by the County and OCCMA.
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
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
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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
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;
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(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 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.
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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
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
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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. 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 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.
(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.
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(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 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
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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
ORANGE COUNTY SANITATION DISTRICT
Date By
Ryan P. Gallagher
Board Chairman
Date Attest:
Kelly A. Lore
Clerk of the Board
APPROVED AS TO FORM:
By
Scott C. Smith
General Counsel
Date
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APPENDIX 1
ESTIMATED ANNUAL TONNAGE
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APPENDIX 1
PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES
FOR PURPOSE OF SECTIONS 3.6(F) AND 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 (2) 3.41%
Cypress 0.85%
Dana Point 1.33%
Fountain Valley 1.63%
Fullerton 4.08%
Garden Grove Sanitary District (Garden Grove) 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%
Midway City Sanitary District (Westminster) 2.47%
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%
Yorba Linda 1.68%
Total 100%
(1) Unincorporated County Area 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. For the
distribution of Net Import Revenues, the County of Orange shall receive 50% of any Net Import
Revenues received in accordance with Section 3.6(F)(2)(i) of this Agreement. The County of Orange
shall also receive the Unincorporated Area distribution set forth in this Appendix 1, as periodically
modified in accordance with Section 3.6(F)(2)(ii) of this Agreement. (2) The City of Costa Mesa and the Costa Mesa Sanitation District have separate WISE
Agreements. Costa Mesa Sanitation District Acceptable Waste tonnage is based on City of Costa
Mesa Acceptable Wate tonnage and Importation Revenue is calculated based on City of Costa Mesa
Acceptable Waste tonnage delivered to the Waste Infrastructure System.
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(3) NOTE: A participating City will only be included for purposes 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.
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APPENDIX 2
CUMULATIVE TONNAGE
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APPENDIX 2
Cumulative County Acceptable Waste Tonnage Target to be Used
for Purposes of Section 4.2(B)
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
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APPENDIX 3
CUMULATIVE CAPITAL COSTS
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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
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APPENDIX 4
FRANCHISE HAULER ACKNOWLEDGMENT
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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,
agree as follows:
1. Capitalized terms used and not otherwise defined herein are used as defined in the WISE Agreement.
2. The Franchise Hauler hereby waives any right which it may possess under applicable law to contest
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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 duly
authorized by all necessary action of their respective governing bodies.
4. The Franchise Hauler shall deliver or cause to be delivered all Controllable Waste (including all
Residue 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. Unless expressly authorized by the Department, the Franchise Hauler shall only haul Controllable
Waste to the Designated Facility.
6. 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.
7. The Franchise Hauler shall pay the Contract Rate imposed by the County for the disposal of all
Controllable Waste, which rate shall be subject to potential adjustment necessary to reflect the circumstances set forth
in the Agreement.
8. 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.
9. The obligations of the Franchise Hauler under this Acknowledgment shall apply notwithstanding
any provision of the Franchise which may conflict herewith.
10. This Acknowledgment may be enforced by the City by any available legal means. In any
enforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate compliance
herewith.
11. This Acknowledgment shall be in full force and effect and shall be legally binding upon the City and
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.
12. The City and Franchise Hauler agree that the County shall be an express third-party beneficiary 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.
13. The Franchise Hauler agrees to assist the County in verifying tonnage collected by the Franchise
Hauler and providing information required by the County. The Franchise 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. The Franchise
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.
IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly
authorized officers or representatives as of day of , .
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Signature:
Printed Name:
Title:
APPROVED AS TO FORM:
By
City Attorney
Date
(Franchise Hauler)
Signature:
Printed Name:
Title:
Page 46 of 69
Appendix 5
ORGANIC SERVICES AGREEMENT
Page 47 of 69
Appendix 5
ORGANIC SERVICES AGREEMENT
Between
THE COUNTY OF ORANGE, CALIFORNIA
and
ORANGE COUNTY SANITATION DISTRICT
Dated April 22, 2026
County Authorization Date: Sanitation District Authorization Date:
County Notice Address:
Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701
Sanitation Notice Address:
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
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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
support the region in meeting State organic recycling mandates. (See Attachment 4)
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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 first generator thereof within the geographical limits of the City and Residue Waste from the foregoing wherever
produced, whether withing or outside the City.
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“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
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).
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“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 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.
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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 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
Organics 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 validly existing
under the Constitution and laws of the State.
(B) Due Authorization. The County has duly authorized the execution and delivery of this OSA,
and this OSA has been duly executed and delivered by the County.
ARTICLE III
DELIVERY AND ACCEPTANCE OF
ORGANIC WASTE AND PROVISION OF
ORGANIC PROCESSING SERVICES
SECTION 3.1 DELIVERY OF ORGANIC WASTE.
(A) Organic Waste Covenant. Subject to the occurrence of the Commencement Date and
throughout 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
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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 to
meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to
practice source 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 Organic Waste generated in the City and delivered to the Organic Infrastructure 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 Organic Contract Rate as may be
negotiated by the Parties as authorized under this OSA, and shall not constitute a breach of this Agreement.)
2. Mandatory Organic Waste City Collection Programs: City shall provide data and information to County
regarding City’s mandatory Organic Waste collection programs including but not limited to the tonnage of
organics collected by the City for diversion under this OSA. The information will be used to provide
education 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’s
Controllable 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 to
meet 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 Procurement
Credit.
3. County will provide reports and allocate credit associated with City resident ROWP pickup as well as
commercial landscapers from City that collect ROWP from County Organic Infrastructure.
4. City will be eligible to receive ROWP Procurement Credit for excess Acceptable Recovered Organic
Waste Product that County is able to market beyond that needed for the County unincorporated areas or
that is not otherwise committed. (*County makes no guarantees that it will provide City with 100% ROWP
Procurement 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
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 may
request 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,
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City agrees to the following terms:
1. All Controllable Organic Waste delivered to the County’s Organics Infrastructure shall
meet the standards as set forth in Attachment 2;
2. City or its Franchise Hauler shall pay the Organics Contract Rate for all Organic Waste
delivered to the County’s Organic Infrastructure for processing into Recovered Organic
Waste Product;
3. City shall provide information to County on a quarterly basis that identifies where
Controllable Organic Waste being delivered to the County’s Organic Infrastructure
originated and shall ensure that the organic material being delivered meets the definition
of City Acceptable Organic Waste.
4. Bulk ROWP: City shall be entitled to arrange for the Take Back (at City cost) from
County Organic Infrastructure compost, mulch and other Recovered Organic Waste
Product in bulk form free of charge.
5. Non-Bulk ROWP: County may establish separate fees for provision of non-bulk
material including but not limited to bagged material or compost wattles. City shall be
entitled 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 Controllable
Organic Waste City delivers to County’s Organics Infrastructure by City.
(H) No Right of Organic Waste Substitution. Nothing in this Agreement shall authorize or
entitle 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 shall
provide 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 efforts
on 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 organic
processing 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
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
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within the Waste Infrastructure System.
(E) 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 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 refuse
delivery of:
(1) Hazardous Waste;
(2) Acceptable Organic Waste delivered by City but originating from or generated outside
the jurisdiction of the City;
(3) Acceptable Organic Waste delivered in excess of the City Organic Tonnage Limit listed
in 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
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 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 SB1383.
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(C) 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,
jurisdiction, or entity to provide source reduction, materials recovery, recycling, composting or other waste diversion
services.
ARTICLE IV
ORGANIC 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 Organic Contract Rate for the
acceptance and processing of Controllable Organic Waste delivered to the Organic Infrastructure by City or its Franchise
Hauler. 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 Organic Contract Rates.
SECTION 4.2 ORGANIC CONTRACT RATE.
(A) Establishment of Contract Rate. The Organic Contract Rate payable by each City or
Franchise 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 to impose
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 twenty one (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 than positive, 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 adjustments
specified 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 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 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.
Page 57 of 69
(B) Bi-Annual Opener. In light of the significant changes in law by the California Legislature
to 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 of the
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.
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.
Page 58 of 69
Signature Page to Follow
Page 59 of 69
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
ORANGE COUNTY SANITATION DISTRICT
Date By
Ryan P. Gallagher
Board Chairman
Date Attest:
Kelly A. Lore
Clerk of the Board
APPROVED AS TO FORM:
By
Scott C. Smith
General Counsel
Date
Page 60 of 69
Attachment 1
COUNTY OF ORANGE ORGANIC INFRASTRUCTURE
Page 61 of 69
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 62 of 69
Attachment 2
SPECIFICATIONS FOR CONTROLLABLE ORGANIC WASTE AS PROCESSED GREEN WASTE
MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE
Page 63 of 69
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.
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,
Page 64 of 69
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.
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 65 of 69
Attachment 3
CITY ORGANIC TONNAGE LIMIT
Page 66 of 69
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 67 of 69
Attachment 4
ORGANIC INFRASTRUCTURE RESOLUTION
Attachment A
Page 68 of 69
RESOLUTION NO. 19-19-031
RESOLUTION Of THE BOARD Of SUPERVISORS OF ORANGE COUNTY, CALIFORNIA DIRECTING OC WASTE &
RECYCLING TO UTILIZE EXISTING COUNTY RESOURCES TO RESEARCH OPPORTUNITIES AND DEVELOP STRATEGIES
TO ACHIEVE STATE IMPOSED ORGANICS RECYCLING MANDATES.
WHEREAS, In 1989 the State of California enacted AB 939 (Sher), The Integrated Waste Management Act,
requiring jurisdictions to divert a minimum of 50% of waste then going to landfills;
WHEREAS, in 2014 the State of California enacted AB 1594 (Williams, Chapter 719, Statutes of 2014),
mandating that as of January 1, 2020, the use of green material as alternative daily cover will no longer constitute
diversion through recycling and will instead be considered disposal in terms of measuring a jurisdiction's annual
50% per capita disposal rate;
WHEREAS, In 2018, Orange County cities delivered approximately 513,000 tons of processed green
material to Orange County landfills accepted for free to be used as alternative daily cover, saving the residents of
Orange County more than $17,000,000 over the comparable cost of disposal;
WHEREAS, beginning in 2020, due to the new lnnux of previously diverted processed green material
several Orange County cities will have difficulty meeting the mandated 50% diversion rate due to a lack of organics
processing infrastructure within Orange County;
WHEREAS, m 2016 the State of California enacted SB 1383 (Lara, Chapter 395, Statues of 2016),
establishing methane emissions reduction targets, to be achieved via even greater diversion of organics from
landfills, In a statewide effort to reduce emissions of short-lived climate pollutants;
WHEREAS, the state continually increases the type and volume of organics that must be diverted from
landfills and recycled;
WHEREAS, transportation is the most significant cost component to managing any waste stream, and the
County Landfill system is well suited to receive and process organic material;
WHEREAS, the Orange County Board of Supervisors has considered the needs of Orange County and the
need for add1t1onal organic recycling infrastructure;
WHEREAS, the Orange County Board of Supervisors supports protecting consumers via the creation of an
organics recycling Infrastructure within Orange County;
WHEREAS, the Orange County Board of Supervisors Is committed to fulfilling its legal obligations to meet
state mandates In a manner that is least burdensome to taxpayers;
NOW, THEREFORE BE IT RESOLVED, the Orange County Board of Supervisors acknowledges that the
County has an interest in utilizing County resources to support the region In developing additional organics
recycling infrastructure. The Board HEREBY ORDERS as follows:
SECTION 1. OC Waste & Recycling (OCWR) shall research opportunities and use available county resources
to develop strategies and programs to achieve state-imposed organics recycling mandates for County
unincorporated areas and where feasible leverage and extend similar opportunities to serve other public agencies
and incorporated portions of Orange County.
SECTION 2. OCWR shall work transparently with all stakeholders to achieve the above-stated goals.
SECTION 3. Authorize OCWR to seek opportunities for organics recycling grants to help offset the costs of
organics recycling research, program implementation and other related expenses. OCWR shall comply with County
policies In applying for and accepting grants.
Resolution No. 19·031, Item 48
Attachment A
Page 69 of 69
The foregoing was passed and adopted by the following vote of the Orange County Board of
Supervisors, on April 23, 2019, to wit:
AYES: Supervisors: LISA A. BARTLETT, ANDREW DO, MICHELLE STEEL
DONALD P. WAGNER, DOUG CHAFFEE
NOES:
EXCUSED:
ABSTAINED:
Supervisor(s):
Supervisor(s):
Supervisor(s):
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
I, ROBIN STIELER, Clerk of the Board of Orange County, California, hereby certify that
a copy of this document has been delivered to the Chairman of the Board and that the above and
foregoing Resolution was duly and regularly adopted by the Orange County Board of Supervisors
IN WITNESS WHEREOF, I have hereto set my hand and seal.
Clerk of the Board
County of Orange, State ofCahfom,a
Resolution No: 19-031
Agenda Date: 04/23/2019
Item No: 48
I ccn,fy lhat lho foregomg 1s a true and coJTcct copy of lhe
Resolution adopted by lhe Board of Supervisors , Orange County,
State ofCahfom,a
Robin Sheler, Clerk oflhe Board of Supemsors
By. _
Deputy
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STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4863 Agenda Date:4/22/2026 Agenda Item No:3.
FROM:Robert Thompson, General Manager
Originator: Laura Maravilla, Director of Human Resources
SUBJECT:
GENERAL SERVICES CONTRACT FOR SECURITY SERVICES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract for Inter-Con Security Systems, Inc. to provide Security
Services, Specification No. S-2025-707BD, for an initial 13-month term with a total amount not
to exceed $2,972,354 for the period beginning June 1, 2026, through June 30, 2027, with four
one-year renewal options. Compensation for subsequent annual renewal options shall be a
total annual amount not to exceed $2,743,711; and
B. Approve an annual contingency of $274,371 (10%) for the contract period and all remaining
renewal periods.
BACKGROUND
The Orange County Sanitation District (OC San)utilizes a third-party firm to provide Security
Services at both treatment plants,Headquarters,Mount Langley property,Warehouse Building,and
the outlying pump stations.These services are intended to minimize risk and to protect people,
critical infrastructure,and operations against threats of injury and loss or damage by criminal,hostile,
or malicious acts.
OC San currently contracts with Universal Protection Service (DBA Allied Universal)for security
services under Agreement No. S-2023-1429BD, which is set to expire May 31, 2026.
In October 2025,the Board of Directors approved a proposal evaluation criteria in anticipation of a
Request for Proposal (RFP)process that was launched in December 2025,seeking qualified security
firms.The approved changes to the criteria placed greater emphasis on comparable experience,
officer screening and training requirements,and ensured alignment with OC San’s performance
expectations and risk mitigation requirements.
OC San received a total of 22 proposals,20 of which were deemed responsive and evaluated by a
panel of OC San staff.Following an independent review of the proposals,scoring based on
established criteria and interviews of the top four highest ranking firms,the process concluded in April
2026, with Inter-Con Security Systems, Inc. (Inter-Con) being identified for further consideration.
Orange County Sanitation District Printed on 4/15/2026Page 1 of 5
powered by Legistar™
File #:2026-4863 Agenda Date:4/22/2026 Agenda Item No:3.
RELEVANT STANDARDS
·Protect OC San assets
·Commitment to safety & reducing risk in all operations
·Provide a safe and collegial workplace
PROBLEM
OC San requires comprehensive physical Security Services to protect its critical infrastructure to
ensure the continuous operation and delivery of services to protect public health and the
environment. The current Contract with Allied Universal expires on May 31, 2026.
PROPOSED SOLUTION
Approve a General Services Contract with Inter-Con.
TIMING CONCERNS
The RFP process was initiated in December 2025 and completed in April 2026,resulting in Inter-Con
being identified for consideration by the Board of Directors.Proposals are valid for 180 calendar
days from the proposal due date of January 28, 2026.
RAMIFICATIONS OF NOT TAKING ACTION
Without approval of the General Services Contract,Security Services will no longer be available after
May 31, 2026, thereby posing a security risk to OC San’s critical infrastructure.
PRIOR COMMITTEE/BOARD ACTIONS
October 2025 -Approved the proposal evaluation criteria to support the upcoming competitive
solicitation process for contracted security services:
PROPOSED EVALUATION CRITERIA PROPOSED WEIGHT
1. Firm Background, Qualifications, Experience and References 30%
2. Security Officer Qualifications, Screening, Training 25%
3. Work Plan 30%
4. Completeness of Response/Degree of Compliance 5%
5. Cost 10%
April 2024 - Approved a General Services Contract for Universal Protection Service LP DBA
Allied Universal Security Services (Allied Universal)to provide Security Services,Specification No.S
-2023-1429BD,for a total annual amount not to exceed $2,246,973 for the period beginning June 1,
2024,through May 31,2025,with four one-year renewal options;and approved an annual
contingency of $224,697 (10%) for the contract period and all remaining renewal periods.
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File #:2026-4863 Agenda Date:4/22/2026 Agenda Item No:3.
ADDITIONAL INFORMATION
The RFP was issued on December 17,2025 via OpenGov.Proposals were due on January 28,
2026.OC San received 22 proposals valid for 180 calendar days from the proposal opening date.
Two proposers were deemed non-responsive due to financial considerations,and one proposer
withdrew their proposal.
Prior to receipt of proposals,an evaluation team was formed consisting of the Director of Human
Resources,the Safety and Health Manager,and the Security and Emergency Planning Specialist.
The evaluation team was chaired by a Purchasing representative as a non-voting member.On
February 12,2026,the evaluation team met to discuss the policies and procedures for the evaluation
process.
Individual scoring was the chosen method of evaluation for this procurement.Members of the
evaluation team performed an independent review of the proposals and later met as a group with the
assigned Purchasing representative to discuss their preliminary scores and discuss any questions or
concerns they had. Proposals were evaluated based on the following criteria:
CRITERION WEIGHT
1. Firm Background/Qualifications 30%
2. Security Officer Qualifications, Screening, Training 25%
3. Work Plan 30%
4. Completeness/Compliance 5%
5. Cost 10%
The evaluation team first reviewed and scored all 19 proposals based upon the criteria listed above,
other than cost.In accordance with procedures,only the four highest ranking firms,Inter-Con,Good
Guard,Allied Universal,and American Guard Services were selected to move forward to the
interview phase.The interviews were conducted on March 30 and March 31,2026.Following the
interviews,the evaluation team adjusted their scores based on the clarification received during the
interview process, as reflected in the table below.
Rank Proposer Criterion 1
(Max 30%)
Criterion 2
(Max 25%)
Criterion 3
(Max 30%)
Criterion 4
(May 5%)
Subtotal Score
(Max 90%)
1 Inter-Con Security
Systems, Inc.
29%23%29%5%86%
2 American Guard
Services, Inc.
25%23%26%5%79%
3 Good Guard
Security, Inc.
24%22%24%4%74%
4 Universal
Protection Service
dba Allied
Universal
27%20%22%4%73%
All proposals were accompanied by a sealed cost proposal.The cost proposals for the four highest
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File #:2026-4863 Agenda Date:4/22/2026 Agenda Item No:3.
All proposals were accompanied by a sealed cost proposal.The cost proposals for the four highest
ranked firms were opened.
Rank Proposer Subtotal Score
Without Cost (Max
90%)
Cost (Max
10%)
Total Weighted
Score (Max 100%)
1 Inter-Con Security
Systems, Inc.
86%9%95%
2 American Guard
Services
79%8%87%
3 Good Guard
Security
74%10%84%
4 Universal
Protection Service
dba Allied
Universal
73%10%83%
The four firms were selected to submit a Best and Final Offer (BAFO).
Rank Proposer ORIGINAL COST BAFO
1 Inter-Con Security Systems,
Inc.
$2,780,930.80 $2,743,710.80
2 American Guard Services $2,929,866.80 $2,929,866.80
3 Good Guard Security $2,433,254.80 $2,392,968.00
4 Universal Protection Service
dba Allied Universal
$2,508,768.80 $2,483,681.11
Based on these results,staff recommend approving the General Services Contract to Inter-Con.The
term of this General Services Contract will begin June 1,2026,through June 30,2027,with four
optional one-year renewals.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (FY 2025-2026),Section 6,Page 12,Professional &Contractual Services)and the
budget is sufficient for the recommended action.
Date of Approval Contract Amount Contingency
04/22/2026 $2,743,710.80 $274,371 (10%)
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File #:2026-4863 Agenda Date:4/22/2026 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:
·General Services Contract
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General Services Contract 1 of 10 Specification No. S-2025-707BD Revision 121924
GENERAL SERVICES CONTRACT Security Services Specification No. S-2025-707BD
This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), 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 Inter-Con Security Systems, Inc. (hereinafter referred to
as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for general security guard services by uniformed armed and unarmed security officers (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and
WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on April 22, 2026, OC San’s Board of Directors, by minute order, authorized execution
of this Contract.
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 Contract and all exhibits hereto are made by OC San and Contractor. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Contract. 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 Contract and
any of the provisions of the exhibits hereto, the provisions in the Contract 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 Contractor as a result of work performed in anticipation of acquisition of the Services by OC San. 1.5 Work Hours: Shall be as specified in Exhibit “A.”
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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 Work: Shall mean all work, labor, and materials necessary to provide the Services.
1.9 The provisions of this Contract may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.10 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. 2. Scope of Work.
2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally accepted industry and professional standards.
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 Contract, Contractor 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 Contract. Should Contractor 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 Contractor’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. Contract Term. 3.1 The term of this Contract shall commence on June 1, 2026 continuing through June 30, 2027.
3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to four (4) one-year periods. This Contract may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay
Contractor a total amount not to exceed Two Million Nine Hundred Seventy-Two Thousand Three Hundred Fifty-Three Dollars and Eighty Cents ($2,972,353.80) for the initial term.
4.2 Compensation for each subsequent annual term shall be a total amount not to exceed Two Million Seven Hundred Forty-Three Thousand Seven Hundred Ten Dollars and Eight
Cents ($2,743,710.80).
General Services Contract 3 of 10 Specification No. S-2025-707BD Revision 121924
4.3 Contractor 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 for work completed in accordance with Exhibit “A” 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 Contractor 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. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees perform work related to this Contract for which
Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable work under this Contract. It
is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject to compliance
monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages
is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD. 6.4 Contractor shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor shall submit payroll records to the Labor
Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, Contractor shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC
San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted
from progress payments. 6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San, along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount,
General Services Contract 4 of 10 Specification No. S-2025-707BD Revision 121924
until certified payroll forms and any other required documents are properly
submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract.
6.6 Contractor shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, Contractor shall forfeit to OC San a penalty of not more than
two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor.
6.7 Contractor shall comply with Labor Code sections 1810 through 1815. Contractor shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except
that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. Contractor shall forfeit, as a penalty to OC
San, twenty-five dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through
1815. 6.8 Contractor shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7
concerning the employment of apprentices by Contractor. 6.9 Pursuant to Labor Code sections 1860 and 3700, Contractor will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of
this contract.” 7. Davis-Bacon Act – Not Applicable.
8. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor or its personnel will be subject to repair or replacement by Contractor at no cost to OC San.
9. Freight (F.O.B. Destination). Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 10. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three (3) years after its expiration or termination, OC San shall have access to and the right to
General Services Contract 5 of 10 Specification No. S-2025-707BD Revision 121924
examine any directly pertinent books, documents, and records of Contractor relating to the
invoices submitted by Contractor pursuant to this Contract. 11. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor
to follow and ensure its employees follow all Federal, State, and local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal,
State, or local regulations, Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor and its employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources Policies in Exhibit “E.” 12. Insurance. Contractor shall purchase and maintain, throughout the term of this Contract and any periods of extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence
work under this Contract until all required insurance is obtained in a form acceptable to OC San. Failure to obtain and maintain the required insurance coverage shall result in termination of this Contract.
13. Bonds – Not Applicable.
14. Indemnification and Hold Harmless Provision. Contractor 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 Contractor’s Services under this Contract, or by anyone directly or
indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OC San, Contractor 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 Contractor’s performance under the Contract, 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 Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor’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. Contractor 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 Contract.
15. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San
employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights
to any benefits which accrue to OC San’s employees.
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16. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any
rights under this Contract. Any such attempted delegation or assignment shall be void. 17. Disclosure. Contractor agrees not to disclose, to any third party, data or information
generated from this Contract without the prior written consent from OC San. 18. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, 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 Contractor or to its successor, or for breach of any obligation under the terms of this Contract. 19. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 20. Applicable Laws and Regulations. Contractor shall comply with all applicable Federal, State,
and local laws, rules, and regulations. Contractor also agrees to indemnify and hold OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract whether or not specifically included or referenced. 21. Licenses, Permits, Ordinances, and Regulations. Contractor 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 Contract will be paid by Contractor. 22. Regulatory Requirements. Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements. 23. Environmental Compliance. Contractor shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to Contractor and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations.
24. South Coast Air Quality Management District’s Requirements – Not Applicable. 25. California Air Resources Board Mobile Source Regulations.
Contractor 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 26. California Voluntary Protection Program Annual Reporting Requirement. If Contractor will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, Contractor shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work,
General Services Contract 7 of 10 Specification No. S-2025-707BD Revision 121924
restricted work activity and/or job transfer. Contractor shall furnish this report to OC San no
later than January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of Contractor’s
services with OC San. Any delay arising out of or resulting from such suspension shall be Contractor’s sole responsibility and considered Contractor caused delay, which shall not be compensable by OC San.
27. Warranties – Not Applicable. 28. Dispute Resolution. 28.1 In the event of a dispute as to the construction or interpretation of this Contract, 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. Liquidated Damages - Not Applicable.
30. Remedies. In addition to other remedies available in law or equity, if Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San
may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in
(c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 31. Force Majeure. Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government, 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.
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32. Termination.
32.1 OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract
(unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) through the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost, or claim hereunder by Contractor other than for work performed through the date of termination. 32.2 OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract.
32.3 OC San may also immediately terminate this Contract for default, in whole or in part, by written notice to Contractor:
if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
if Contractor sells its business; or
if Contractor breaches any of the terms of this Contract; or
if the total amount of compensation exceeds the amount authorized under this Contract.
32.4 All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the expiration or early termination of this Contract, whichever occurs first. 33. 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 Contract, 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. 34. Waiver. The waiver by either party of any breach or violation of, or default under, any provision
of this Contract shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor 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. 35. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of 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. 36. Survival. The provisions of this Contract dealing with payment, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract.
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37. Governing Law. This Contract 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 Contract or the performance thereof. 38. Notices. 38.1 All notices under this Contract 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: Elsa Garcia Buyer Orange County Sanitation District
18480 Bandilier Circle Fountain Valley, CA 92708 egarcia@ocsan.gov
Contractor: Kevin Hernandez
Chief Strategy Officer Inter-Con Security Systems, Inc 210 S. De Lacey Avenue
Pasadena, CA 91105 khernandez@icsecurity.com 38.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 39. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract.
40. Authority to Execute. The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the
Parties are formally bound. 41. Entire Agreement. This Contract 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.
[Intentionally left blank. Signatures follow on the next page.]
General Services Contract 10 of 10 Specification No. S-2025-707BD Revision 121924
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract 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
INTER-CON SECURITY SYSTEMS, INC
Dated: _________________ By:
Print Name and Title of Officer
EG
EXHIBIT A Specification No. S-2025-707BD
EXHIBIT A SCOPE OF WORK
For Security Services
EXHIBIT A Page 1 of 17 Specification No. S-2025-707BD
EXHIBIT A SCOPE OF WORK SECURITY SERVICES SPECIFICATION NO. S-2025-707BD
EXECUTIVE SUMMARY/OVERVIEW
The Orange County Sanitation District (OC San) operates the third largest wastewater agency west of the Mississippi River. Since 1954, we have safely collected, treated, and disposed of and/or reclaimed the wastewater generated by 2.6 million people living and working in central and northwestern Orange County, California. Each day, we treat approximately 185 million gallons of wastewater, enough water to fill Anaheim stadium over two and a quarter times. About 80 percent of the wastewater comes from homes – sinks, toilets, showers, laundry, and dishwashers. The remaining comes from businesses – retail stores, restaurants, manufacturers, hotels, offices, and other industries. A professional staff of more than 600 employees manages the day-to-day activities of OC San. Our
facilities include 396 miles of sewer pipes, located throughout the county, and two treatment Plants – one in Fountain Valley, CA and the other in Huntington Beach, CA – where wastewater is treated in accordance with strict state and federal standards.
Our employees are on duty protecting health and the environment by ensuring the sewer system efficiently operates 24 hours a day, 7 days a week, and 365 days a year. We are very proud of the
job we do and take pride in providing our customers with quality service.
1.0 Purpose
1.1 OC San provides employees, visitors, and contractors a safe and secure environment and strives for the protection of the public’s significant investment in facilities. 1.2 OC San seeks to enter into a services contract for general security guard services by armed and unarmed security officer(s).
1.3 OC San expects the Contractor to be solutions-oriented and proactive in assisting OC San mitigate risk and protect people, capital assets, and operations against the threats of injury and loss or damage by criminal, hostile, or malicious acts. 2.0 Description
2.1 Contractor will provide armed and unarmed security officers who will be responsible for overseeing and conducting Plant and building access control, security patrol, closed-circuit television (CCTV) monitoring and surveillance, daily checks of critical buildings and facilities,
incident reporting, and other security related activities as directed by OC San. 3.0 Work Elements 3.1 Contractor shall furnish qualified security guard services for the protection of all current and future real property owned, leased, or operated by OC San and provide uniformed armed and unarmed security officers as follows:
3.1.1 Headquarters Complex located at 18480 Bandilier Circle, Fountain Valley, CA 92708
3.1.2 Mount Langley Building located at 18350 Mt Langley Street, Fountain Valley, CVA 92708
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3.1.3 Reclamation Plant 1 (Plant 1) located at 10844 Ellis Avenue, Fountain Valley, CA 92708
3.1.4 Reclamation Plant 2 (Plant 2) located at 22212 Brookhurst Street, Huntington Beach, CA 92646
3.1.5 Warehouse Building located at 18250 Euclid Street, Fountian Valley, CA 92708
3.1.6 Orange County Water District (OCWD) located at 18700 Ward Street, Fountain Valley, CA 92708
3.1.7 Other critical sites located within our service area (see attached Appendix A-1) that require general security services by armed and unarmed security officers.
3.2 Security officers shall be employees of Contractor, and Contractor shall pay all employee salaries, benefits, and expenses; and all federal Social Security taxes, federal and state unemployment taxes, and any similar taxes relating to such employees. Contractor shall not subcontract security personnel for assignment at OC San. 3.3 Contractor shall furnish qualified security officers to support the protection of public infrastructure by deterring and responding to incidents of vandalism, theft, trespass, and fire; maintaining order during demonstrations, assemblies, or public events; and attending any
other events as requested by OC San. 3.4 Security officers shall possess two (2) years of experience in providing security guard
services or another applicable service. Law enforcement, military, or high-level security guard services working with governmental agencies is preferred. 3.5 Contractor shall provide security officers at the locations, on the days of the week, and during the times specified in Section 5.1 below. The number of posts and the corresponding roles are detailed in the table and shall be maintained as outlined to ensure adequate coverage and operational support.
3.5.1 Armed Account Manager (1 Post) – This position provides overall management of security officers, including, but not limited to, hiring, training, scheduling, oversight, and disciplinary action; ensures proper staffing coverage; monitors compliance with licensing and firearms qualifications; serves as the primary point of escalation for concerns raised by OC San, security supervisors, and officers; and is responsible for resolving issues in a timely and professional manner.
Additionally, the Armed Account Manager maintains and updates Post Orders to reflect current procedures, site-specific requirements, and client expectations.
3.5.2 Armed Security Supervisors (2 Posts) – This position is responsible for
overseeing security operations at OC San facilities during assigned shifts; conducting patrols and performing post checks to ensure compliance with established security protocols, including those related to uniforms and equipment;
responding to incidents and emergencies; and providing leadership and coordination as needed. Armed Security Supervisors are authorized to recommend disciplinary actions to the Account Manager based on the performance of security officers. Additionally, they provide direction and guidance to on-duty officers, ensure all personnel are properly briefed before assuming their posts, and serve as the primary point of contact for resolving security-related issues when the Armed Account Manager is unavailable.
3.5.3 Armed Security Patrol Officers (2 Posts) – Armed Security Patrol Officers are responsible for providing continuous mobile patrol coverage at Plant 1 and Plant 2, which operate 24 hours a day, seven (7) days a week. In addition to on-site
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patrols, these officers deliver security services to OC San’s offsite facilities, including pump stations and easements. Armed Security Patrol Officers respond to incidents and emergencies as they arise, ensuring timely and appropriate action is taken to protect personnel and property. Their role is essential in maintaining a visible security presence, deterring unauthorized activity, and
supporting the overall safety and security of all OC San facilities. Armed Security Patrol Officers shall patrol the perimeter of OCWD or provide guard services on an as-needed basis.
3.5.4 Armed Security Officers (2 Posts) – Armed Security Officers are stationed at the Plant 1 main gate and Plant 2 main gate, providing 24-hour coverage, seven (7) days a week. These officers are responsible for maintaining access control by
verifying and approving entry for visitors, contractors, and vendors in accordance with OC San’s security protocols. They ensure the security and integrity of the facility perimeter by monitoring gate activity, enforcing identification procedures,
and maintaining detailed access logs. In addition to their gate duties, Armed Security Officers provide limited oversight of CCTV systems to support situational awareness and incident response. Their presence is critical to maintaining a secure and controlled environment at all primary points of entry.
3.5.5 Armed Security Officers (4 Posts) – Armed Security Officers assigned to the Plant 1 Garfield Contractor Gate, Plant 2 Banning Contractor Gate, Plant 2 Bushard Contractor Gate, and the Headquarters Complex Lobby are responsible for securing these access points during regular business hours. These officers work
ten (10) hours per day, Monday through Friday, and may provide after-hours coverage upon request by OC San. Their duties include verifying and approving access for contractors, vendors, and visitors in accordance with established
security protocols; maintaining access logs; and ensuring compliance with identification and safety requirements. While stationed at these locations, they help maintain a secure perimeter and provide a visible security presence. These
officers also perform limited oversight of CCTV systems to support situational awareness and assist in incident response when necessary. Their role is essential in managing controlled access during peak operational hours and supporting the overall security posture of OC San facilities.
3.5.6 Armed Security Operations Officer (1 Post) – The Armed Security Operations Officer assigned to the Headquarters Complex is responsible for continuous monitoring of the facility’s CCTV system to detect and report suspicious activity. In addition to surveillance duties, this officer conducts routine patrols of the building’s perimeter and sensitive interior areas to ensure the safety and security of personnel, assets, and infrastructure. This post operates 24 hours per day, seven (7) days per week, providing a critical layer of protection through both
proactive monitoring and physical presence.
3.5.7 Unarmed Security Officer (1 Post) – The Unarmed Security Officer conducts continuous surveillance via CCTV to detect and report suspicious activity,
ensures safety compliance, and supports incident response. This post is located at Plant 1 Security Monitoring Station and operates 24 hours per day, seven (7) days per week.
3.6 Upon reasonable notice from OC San, Contractor shall provide personnel protective service as requested by OC San. Personnel protective service shall utilize an unmarked vehicle when providing individual protective services for OC San employees who require elevated levels of security. 3.7 Security officers shall actively monitor their assigned area for unusual or suspicious activity; record visitors’ names; implement OC San’s visitor access and control policy; issue visitor
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badges; record license plate numbers; give directions; respond quickly to security and/or emergency related incidents; secure and regularly patrol Plant facilities, Headquarters Complex and other OC San buildings, and perimeter barriers; monitor security footage; coordinate with law enforcement or emergency services; detect and deter criminal activity; and conduct other security related operations as directed by OC San.
3.8 Upon reasonable notice from OC San, Contractor shall provide additional security officers as requested by OC San for special events, during emergencies, to aid in the removal of
homeless encampment, or for other related services. 3.9 Contractor’s managerial or supervisory personnel shall be readily available to respond to all
security related issues at the request of OC San. Management and supervisory services, including, but not limited to, contract administration, supervisory oversight, incident management, training, performance management, discipline, and scheduling of personnel
shall be the responsibility of Contractor. 3.10 Security officers shall meet all requirements for licensures as identified under the California Bureau of Security and Investigative Service (BSIS) requirement for licensures and shall undergo a criminal history background check through the California Department of Justice and Federal Bureau of Investigation. 3.11 All armed security officer positions (Exposed Firearms Permitted Officers) shall meet the
requirements established under Article 4 (commencing with Section 7540) of Chapter 11.3, Article 4 (commencing with Section 7583) of Chapter 11.5, and Article 6 (commencing with Section 7596) or Chapter 11.6 of Division 3 of the Business and Professions Code.
Additionally, all armed security officers shall maintain firearms proficiency and meet standards established by Contractor.
3.11.1 Firearms caliber and model shall be based on industry standards and anticipated operational needs.
3.11.2 Firearms shall not be stored onsite.
3.11.3 Weapons clearing, unloading, and loading areas are not provided by OC San.
3.12 Security officers shall adhere to all safety guidelines established by OC San. Contractor shall provide all required training. Contractor shall provide all American National Standards Institute (ANSI) approved personnel protective equipment (PPE) necessary for security officers to operate within the Plants and all designated areas. Security officers working in mandatory designated process areas shall wear the following approved PPE:
3.12.1 Hard Hat
3.12.2 Steel toe boots or shoes
3.12.3 Eye protection
3.12.4 Ear protection (in designated areas)
3.12.5 High-visibility safety vest
3.12.6 Personal 4-gas meter capable of monitoring hydrogen sulfide, carbon monoxide,
LEL, and percent oxygen.
3.13 Security officers shall maintain Cardiopulmonary Resuscitation (CPR) certification from the American Red Cross or American Heart Association.
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3.14 Security officers shall utilize visitor management software to record visitors’ names and implement visitor access and control policy, issue visitor badges, record license plate numbers, and restrict visitor access using integrated mechanisms that flag restricted persons from accessing OC San properties. Additionally, security officers shall be responsible for giving directions to visitors, responding to security or emergency related incidents, and
communicating visitor and contractor access with Plant Operations and Risk Management. 4.0 Uniforms and Equipment
4.1 Contractor shall supply all uniforms as specified by OC San and ensure they are cleaned and maintained at Contractor’s expense. All Contractor’s personnel shall wear complete
uniforms (with PPE when appropriate), badges, and a company designation patch as issued by Contractor. Safety hard hats and reflective safety vests shall be issued at Contractor’s expense. Prior to use, uniforms must be accepted by OC San. All security officers shall arrive
at the facility in complete uniform and fully prepared to begin their assigned duties at the start of their shift. 4.2 Uniforms shall meet the following requirements:
4.2.1 Trouser – Gray or Black color and may be flat or cargo type pant
4.2.2 Shirt – White, blue, or grey shirt with short and / or long sleeves
4.2.3 Belt – Black tactical law enforcement type
4.2.4 Socks - White or black mid-calf socks
4.2.5 Jacket – Rain and/or windbreaker jacket or authorized poncho during inclement weather
4.2.6 Holster – Hip holster and up to two (2) magazine cases
4.2.7 Optional radio pouch or holder
4.2.8 Footwear – Solid black steel toed shoes or boots
4.2.9 Glasses – Prescription or black protective sunglasses
4.2.10 Security badge (pinned or sewn) 4.3 Contractor shall provide all weather gear, flashlights, cellular telephones, patrol vehicle(s), safety equipment, and other equipment required to perform the services required herein or as specified by OC San. Contractor shall immediately replace or repair any Contractor supplied equipment damaged or lost through neglect by Contractor personnel or normal wear
and tear associated with ordinary use and exposure over time. 4.4 Each security officer shall wear a visible OC San-issued contractor badge and a nametag at all times while on duty. Both the badge and nametag shall be worn on the outside of the uniform and remain clearly visible. The nametag shall be provided by Contractor as part of
the uniform. OC San will issue an access control card that includes the security officer’s name and photo identification. 4.5 Contractor shall immediately notify OC San when there is a change in security officer employment. 4.6 Security officers are not authorized to wear handcuffs, batons, or tactical type plate carriers. Pepper spray may only be carried if the security officer is trained and certified in its use.
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4.7 OC San will issue to security officers two-way radio units with the capacity to communicate with OC San personnel and monitor all radio traffic. Should radio equipment be lost or damaged, Contractor shall reimburse OC San for the full replacement cost of the new unit. 4.8 Contractor shall provide, at its expense, cellular phones for applicable security personnel for
use during daily operations. 4.9 OC San will provide security booths and/or designated workspaces for security officer’s use.
Contractor shall not make any modifications or alterations to these workspaces without the prior written permission of OC San. OC San will provide normal maintenance and repair of the facilities. Cleanliness in the spaces used by Contractor employees shall be the
responsibility of Contractor. OC San will provide janitorial service for all security booths and/or designated workspaces. Additionally, OC San will provide the necessary items to support day-to-day security operations, including:
4.9.1 Desktop or laptop computer (Personal use of computers is prohibited.)
4.9.2 Phone system (Personal use of phone systems is prohibited.)
4.9.3 Microwave
4.9.4 Refrigerator
4.9.5 Air conditioning / heating unit
4.9.6 Restroom
4.10 Contractor shall provide four (4) security vehicles which shall support patrol of OC San properties within the service area and other administrative functions as necessary to perform security related activities. Contractor shall be responsible for the cost of fuel, insurance, maintenance, and all other miscellaneous costs. Vehicles shall meet the following requirements:
4.10.1 Each vehicle shall not have more than 100,000 miles, nor shall the vehicles be
more than five (5) years old. If Contractor’s vehicles reach the specified mileage or age, Contractor shall immediately replace said vehicles at no additional cost to OC San.
4.10.2 Vehicles shall not have damaged or dented bodies, damaged paint finishes, damaged windows, or missing parts.
4.10.3 Each vehicle shall be clearly marked as a security vehicle and have an overhead
amber colored light bar for visibility.
4.10.4 Each vehicle shall have 4-wheel drive to traverse rough terrain such as dirt or muddy roads.
4.10.5 Vehicle maintenance shall not be performed onsite.
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5.0 Duty Assignments & Provider Service Contract 5.1 Security officers will be assigned to the following duty assignments:
SECURITY POST
Armed Account Manager
Armed Security Supervisors
Armed Security Officer – HQ Lobby M-F, 0630-1630 Headquarters Complex - 18480 Bandilier Circle, Armed Security Operations Officer - HQ 24 hours / 7 days
Armed Security Officer – Plant 1 Main Gate 24 hours / 7 days
Plant 1 - 10844
Ellis Avenue, Fountain Valley
Armed Security Patrol Officer – Plant 1 24 hours / 7 days
24 hours / 7 days
24 hours / 7 days
Plant 2 - 22212
Brookhurst Street, Huntington Beach
Armed Security Patrol Officer – Plant 2 24 hours / 7 days
Upon Request All
5.2 The Contract is non-exclusive. If Contractor fails to provide consistent and reliable service, OC San reserves the right, at its sole discretion, to obtain security personnel from an alternative provider to supplement staffing and ensure uninterrupted business and operational continuity. Such action may be taken as necessary to protect OC San personnel, property, and operations. Any additional costs incurred by OC San as a result of this action will be charged to Contractor. 5.3 OC San will not pay any overtime for personnel due to Contractor’s failure to provide the number of security officers required for each assignment and each shift as specified in this
Scope of Work. Overtime bill rates may apply if requested and previously approved in writing by OC San for security services outside of the agreed upon services or for non-standard scheduling and events.
5.4 OC San reserves the right to modify security staffing levels or reallocate security posts at its sole discretion based on operational requirements.
5.5 Contractor shall not subcontract any services to a third-party. 5.6 OC San does not specify or monitor health or other benefits for Contractor’s employees. All costs relating to health or other benefits shall be borne by Contractor at no additional cost to OC San. OC San shall only be billed based on a flat hourly bill rate for actual hours worked on-site. The hourly bill rate for each position shall include all Contractor’s costs, including, but not limited to, salaries, overtime pay, benefits, overhead, etc. With exception to the Headquarters Armed Security Operations Officers, Plant 1 Patrol Officers, Plant 2 Patrol
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Officers, Plant 1 Main Gate Officers, Plant 2 Main Gate Officers, and Plant 1 Security Monitoring Station, security services staffing will observe OC San holiday schedule. 5.7 Contractor shall ensure continuous management coverage, including during the Armed Account Manager’s absences due to vacation, leave of absence, or participation in off-site
meetings or training. During such periods, an Armed Security Supervisor or Armed Security Patrol Officer may serve as the Acting Armed Account Manager, subject to OC San’s prior written approval. OC San will compensate Contractor only at the Armed Account Manager’s
approved hourly bill rate, regardless of the individual temporarily fulfilling the role. 6.0 Responsibilities
6.1 Security officers assigned to OC San’s account shall execute his/her responsibilities in a positive and professional manner. Contractor shall clearly demonstrate its commitment to
provide personnel who consistently project this positive image to employees, customers, suppliers, and the public. 6.2 Contractor shall ensure the security officers deliver the required services, including, but not limited to, the following:
6.2.1 Ensure the safety of personnel, property, and OC San’s critical infrastructure. Coordinate with Plant Operations, the Control Center, OC San Risk Management,
Fountain Valley Police Department (FVPD), Huntington Beach Police Department (HBPD), and other law enforcement agencies as needed during incidents. In the event of an emergency, promptly notify Plant Operations, Risk Management,
FVPD, HBPD, and/or other relevant agencies or individuals.
6.2.2 Implement and enforce OC San visitor control and access policies.
6.2.3 Deter and promptly respond to incidents of physical attack, vandalism, fire, theft,
damage, and trespass on OC San properties.
6.2.4 Report any unusual incidents or hazardous conditions.
6.2.5 Be familiar with fire and evacuation procedures for all sites. Additionally, security officers shall assist OC San staff, as needed, including assisting in evacuating OC San employees, contractors, and visitors during emergencies and directing evacuees to safety assembly areas.
6.2.6 OC San is vulnerable to the following natural and manmade hazards:
6.2.6.1 Tsunami warnings
6.2.6.2 Suspicious packages
6.2.6.3 Medical emergencies
6.2.6.4 Terrorism or other acts of violence such as an active shooter
6.2.6.5 Building evacuations or shelter-in-place
6.2.6.6 Elevator entrapments
6.2.6.7 Criminal incidents
6.2.6.8 Hazardous materials release or biosolid spill within the Plants
6.2.6.9 Fire alarm activation, both legitimate and false
6.2.7 Be familiar with intrusion alarms or panic alarms in buildings.
6.2.8 Security officers shall only use designated cell phones, as required, to perform their duties. Personal electronic devices, including personal cell phones, and any
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reading materials not directly related to security responsibilities are strictly prohibited while on duty.
6.2.9 Monitor CCTV for suspicious, illegal, or criminal activities and report such activities, as required.
6.2.10 Operate radios, computers, and telephones, provided by both Contractor and OC
San, to facilitate communications with OC San management, Plant operations, and Risk Management division staff as required.
6.2.11 Monitor all vehicular and pedestrian traffic, appropriately screen and assist
visitors, and ensure that persons without legitimate business on OC San properties are promptly asked to leave or escorted off the premises.
6.2.12 Issue temporary parking passes and visitor identification cards / badges
according to OC San Workplace Violence Prevention and Security Program.
6.2.13 Direct visitors to lobby or other common areas.
6.2.14 Maintain accurate key control of all keys and access cards issued to Contractor
personnel.
6.2.15 Assist in emergency evacuation of OC San facilities and aid the Building Evacuation Coordinators, or designee, as directed.
6.2.16 Wear issued uniform for field and office environment. Contractor shall provide all uniforms, at Contractor’s expense, tailored to the employee, which shall be the same for all assigned security officers, Armed Account Manager, and Armed Security Supervisors.
6.3 Conducting Administrative and Supervisory Duties
6.3.1 Contractor shall implement an automated daily activity reporting and incident reporting software management system, with the capability to send emails of reports to applicable OC San officials.
6.3.1.1 Contractor shall have the responsibility to send daily reports to OC San Risk Management and other officials as needed. OC San does not
specify the type of automated daily activity reporting and incident reporting software management system.
6.3.1.2 Contractor shall maintain legible digital records of security officer force activities and provide daily written reports which pertain to occurrences relating to the security of OC San facilities, employees, contractors, and visitors.
6.3.1.3 Contractor Armed Account Manager/Management shall meet with Risk Management at least once per month to discuss issues or concerns.
6.3.1.4 Contractor shall maintain and provide daily shift overview reports which include, but are not limited to, shift notes or the daily report, security checkpoints, security observations, and times of security related activities.
6.3.2 Contractor shall recommend solutions to OC San for recurring security problems. Contractor shall have the ability to work with OC San management to solve security related issues throughout all OC San facilities. Contractor is expected to be proactive in ensuring a safe and secure environment is established and maintained in the service areas.
6.3.3 Operate OC San-supplied radio units for internal security communication related operations.
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6.3.4 Duties at OC San facilities involve protecting OC San property and personnel, traffic control, and reporting violations of OC San rules or safety policies.
6.3.5 Control the entrance and movement of pedestrian and vehicular traffic at all gates.
6.3.6 OC San Risk Management shall schedule and meet with the Armed Account Manager on a regular basis to discuss issues which involve OC San security
matters and personnel. The frequency of the meeting shall be mutually acceptable to both parties.
6.3.7 Contractor shall ensure that security officers receive meals and periodic breaks
as required by law. Meal and rest periods for all gate officers and security monitoring station shall be covered by Armed Security Patrol Officer, Armed Security Supervisor, or Armed Account Manager. OC San will not compensate
Contractor for meal periods or any other non-working hours.
6.3.8 Contractor personnel may be required to operate access control program software, and other technologies such as motorized or non-motorized gates or
gate arms at the Plant entrance, security post, or centralized security monitoring station which is provided and maintained by OC San. The cost of repair for any damage to such equipment beyond the scope of normal wear and usage shall be the responsibility of Contractor, and the next following invoice submitted shall reflect a credit of such amount.
6.3.9 Security personnel shall be required to operate OC San’s electronic visitor management system and adhere to OC San Workplace Violence Prevention and Security Program.
6.4 Contractor shall document incidents and provide oral reports, followed up with written reports, of any incident that occurs on any shift by the close of that shift period. This report shall be provided to the shift supervisor and to Risk Management. An incident is defined as, but not limited to, the following:
6.4.1 Any apparent or suspected criminal attack exercised against OC San, its assets, or personnel, including employees of Contractor assigned to the site or any authorized visitors thereon.
6.4.2 Any criminal or civil charges brought against Contractor or its personnel as it may relate to the contracted services.
6.4.3 Any apparent trespass of OC San’s property.
6.4.4 Any verbal or physical confrontation resulting between a security officer and an OC San employee, guest, or visitor of OC San.
6.4.5 Any performance failure of Contractor.
6.4.6 Any federal, state, or county regulatory requirement in which the Contractor is in noncompliance.
6.4.7 Any equipment or system failure associated with Contractor’s performance of the contracted services.
6.4.8 Any fire or unsafe condition existing within OC San’s environment and observed by or reported to a security officer, and the emergency actions taken by the security officer to eliminate or ameliorate such conditions.
6.4.9 Any incidents in which procedures governing the safe and orderly operations of
the site are violated.
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7.0 General Requirements 7.1 Contractor’s staff shall demonstrate the highest levels of competence and professionalism in the performance of their job duties. Security officer’s duties are generally routine; however, security personnel carry a special trust and responsibility. As such, security officers shall adhere to a strict code of ethics and consistently project a positive and professional image. Contractor’s staff shall abide by OC San’s Human Resources Policies.
7.2 Contractor shall ensure security officers are highly qualified and recognized as valuable assets to OC San. OC San reserves the right to review and approve Contractor’s job
descriptions and qualifications for security officers assigned to OC San security posts and retain the ability to require modifications to the job descriptions and qualifications should these fail to meet OC San’s requirements.
7.3 Contractor shall facilitate a meeting for OC San’s representative to meet with all newly hired security officers prior to their assignment. 7.4 Contractor shall be responsible for managing and maintaining Department of Motor Vehicles driving records for all personnel operating Contractor-owned vehicles. This includes verifying valid licenses, monitoring driving status, and ensuring compliance with applicable regulatory and contractual requirements. Contractor shall notify OC San of any of its drivers that have suspended driver’s licenses. Such drivers shall not be permitted on OC San facilities. 7.5 Contractor shall investigate the background and references of each security officer assigned
to OC San. Contractor shall provide OC San copies of completed background checks, including criminal history checks. Contractor shall conduct background checks, including criminal history checks, for all security officers assigned to OC San at least annually.
7.6 Contractor shall provide copies of Individual State Officer License or “Guard Card” and open Carry Permit (if applicable) of each security officer assigned to OC San.
7.7 Contractor shall ensure that each security officer assigned to OC San is fluent in English, including ability to read, write, and speak English. The ability to speak and understand Spanish is desirable. 7.8 Contractor shall ensure that each security officer is free from narcotics, marijuana, and dangerous drugs by conducting medical examination/drug screenings in compliance with applicable law. Contractor shall submit all new hires to drug screening prior to placement on the OC San account. Whenever there is reasonable suspicion that a security officer is under the influence of alcohol or drugs while on duty, that employee shall be subject to immediate drug and alcohol screening by the Contractor. Annual and/or random drug screening shall
be completed and results provided to OC San. 7.9 OC San may request the Contractor to remove any security officer from performing services
under the Contract at any time with or without reason. Contractor shall remove and replace personnel when requested by OC San. 7.10 Contractor shall remove and replace, if necessary, security officers within 60 minutes of OC San request for any cause or condition that renders the security officer incapable of performing his or her duties. Violations include, but are not limited to, sleeping on duty, theft, and on-duty use of alcoholic beverages or illegal drugs.
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7.11 OC San will not accept any Contractor employees who have been involved in or are reasonably suspected of any conduct that may compromise safety, security, or OC San’s reputation, including, but not limited to:
7.11.1 Violent behavior
7.11.2 Criminal activity
7.11.3 Theft
7.11.4 Harassment
7.11.5 Felony conviction(s)
7.11.6 Sex crime offense
7.11.7 Conviction of drunk or reckless driving within the last three (3) years; or a pattern
of irresponsible behavior including, but not limited to, unsatisfactory driving or employment records; and
7.11.8 History of dishonest behavior in the work environment and/or poor or negative
work history with OC San.
7.12 The expected levels of conduct and proficiency for security officers are listed below. It is not
intended to be an inclusive list and is subject to modification. OC San shall maintain the right to adjust performance standards if they are found to be lacking and/or reflect poorly upon OC San.
7.12.1 A professional attitude and demeanor that is cooperative, tactful, and conveys a
sense of confidence to employees and all others contacted in the course of work.
7.12.2 Exhibit trustworthiness and honesty with OC San officials, contractors, and visitors. Dishonest and inappropriate behavior shall result in removal from assignment at OC San.
7.12.3 Project a favorable image at all times through their appearance, demeanor, attitude, courtesy, and knowledge of the job. Visible neck or facial tattoos are not
permitted.
7.12.4 Exhibit good judgment and presence of mind in making decisions.
7.12.5 A consistent clean, neat uniform appearance. No unauthorized clothing articles. All shirts must be correctly buttoned.
7.12.6 Prompt and regular attendance to maintain effective and efficient operations. Security officers are expected to report to work as scheduled, unless proper
arrangements have been made.
7.12.7 Roving Armed Security Patrol Officer will leave the Plant only when driving between all OC San facilities or properties. If the Armed Security Patrol Officer must drive to another location, the Armed Security Patrol Officer shall obtain prior approval from the authorized designated Armed Account Manager, Armed Security Supervisor, or Risk Management representative.
7.12.8 Security Patrol Officers shall patrol areas to include Plant 1, Plant 2, Headquarters Complex, Mt. Langley, OCWD, and all other OC San facilities as required.
7.12.9 Security Patrol Officers shall be responsible for securing and observing check points per the Post Orders and assisting at the main gate during high traffic flow.
7.12.10 Submission of security officer reports that are accurate, complete, legible, and
timely. No abbreviations, police radio codes, personal opinions, editorial
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comments, or graphics are to be used. Sketches or pictures of the incident shall be included if available.
7.12.11 Proper English grammar shall be used to prepare official security incident reports.
7.12.12 Accurate and timely submission of incident reports when applicable.
7.12.13 Accurate and timely submission of injury reports and vehicle accident reports as
required.
7.12.14 In the event a security officer is involved in a vehicle collision on OC San property, the security officer shall undergo alcohol and drug testing that day. The security officer involved in the vehicle accident cannot be assigned to OC San facilities pending the results of the alcohol and drug test.
7.12.15 Prompt reporting of security discrepancies.
7.12.16 Basic computer skills, which include Microsoft Office, Outlook, and other security related software applications acquired and utilized by OC San.
7.12.17 Proper care and accountability of OC San property.
7.12.18 Demonstrated competence in using security related equipment, such as radios, CCTV monitors, cellular telephones, alarm monitors, electronic visitor management system, and keypads.
7.12.19 Maintain assigned post in a clear and organized appearance.
7.12.20 Proper radio communication procedure and courtesy in all transmissions. (No profanity or foul language shall be used.)
7.12.21 Make all communications check-in calls on time or report anticipated delays or absences prior to the check-in time.
7.12.22 Timely renewal of security officer registration and open carry permits (90 days prior to expiration).
7.12.23 Maintain valid California driver’s license.
7.12.24 Excellent attendance record with no abuse of sick leave.
7.12.25 Knowledge and compliance with appropriate department directives. (Manual, post orders, department memorandums, security bulletin.)
7.12.26 Adherence to OC San regulations and policies.
7.12.27 Being knowledgeable of emergency plans for assigned facility.
7.12.28 Being knowledgeable of key management personnel at assigned facility.
7.12.29 Make constructive suggestions for improvements within the security operating procedures as appropriate.
7.12.30 Engagement in any activity that may detract from the security officer’s alertness
and undivided attention to their duties shall not be permitted. This includes sleeping while on duty, unreasonable delays, failure to carry out assigned tasks, or conducting personal affairs.
8.0 Qualifications and Training 8.1 Contractor shall facilitate meetings for OC San to interview all prospective security officers prior to being placed on OC San’s account. Contractor shall provide to OC San a copy of the individual’s resume, BSIS card, and any other requested documentation prior to the interview.
EXHIBIT A Page 14 of 17 Specification No. S-2025-707BD
8.2 Contractor understands that security officer personnel proposed to be assigned to OC San shall, as a minimum, possess the following:
8.2.1 Proof of having passed all state requirements for armed or unarmed security officers. Officers shall possess an identification card issued by the BSIS, State of
California Consumer Affairs Department, which allows them to be employed by a licensed security agency. A copy of this security officer card or “guard card” shall be sent to OC San prior to the security officer reporting for duty. No Contractor
employee is exempt from this requirement.
8.2.2 A high school diploma or GED.
8.2.3 At least two (2) years of prior satisfactory employment in a similar capacity.
8.2.4 Demonstrated ability to read, write, and speak English.
8.2.5 Demonstrated psychological ability to deal with issues confronted by security officers in the performance of their duties.
8.2.6 Random drug and alcohol tests may be required by the Contractor if there is reasonable suspicion that a security officer is under the influence of alcohol or an illegal substance while on duty.
8.2.7 Security personnel shall not work at any other Contractor serviced location, while permanently assigned to OC San.
8.2.8 Security personnel shall not be required to work more than sixteen (16) continuous hours in one (1) shift or 24-hour day.
8.2.9 Security personnel shall not be required to work more than two (2) different shifts
within a normal work week unless the necessity for such assignment can be justified to the satisfaction of OC San.
8.2.10 Possess valid First Aid and CPR certification from the American Heart Association or American Red Cross.
8.2.11 Security officers shall be fully capable of performing duties requiring moderate to arduous physical exertion under either normal or emergency conditions. They
must possess good distance vision in each eye (corrected to at least 20/30 on the Sneller Chart), normal fields of vision, good depth perception, close vision correctable to Jaeger #4 type test of both eyes, and ability to distinguish basic colors. Hearing loss not to exceed 30 decibels in both ears, and 35 decibels in the poorer ear with or without hearing aids. Contractor shall submit to OC San each proposed security officer’s proof of medical examination prior to assignment
to OC San. Anything to the contrary notwithstanding, the fitness standards set forth herein shall apply only to the extent those are job-related and consistent with business necessity, in accordance with applicable law.
8.2.12 Medical examination of security officers to ensure their physical fitness shall be conducted prior to initial request for OC San assignment at Contractor’s expense. Additional medical examinations shall also be performed at Contractor’s expense whenever Contractor or OC San has reason to believe based on objective evidence that the officer’s ability to perform essential job functions may be impaired due to a medical condition and/or the officer may pose a direct threat due to a medical condition, in accordance with applicable law.
8.2.13 Security officers shall be mentally alert and capable of exercising mature
judgment, implementing instructions, and assimilating necessary specialized training. Emotional and mental stability is essential since duties normally require
EXHIBIT A Page 15 of 17 Specification No. S-2025-707BD
contact with the public and, in emergency situations, may involve long periods of duty without relief.
8.3 Contractor shall clearly show OC San it has implemented a comprehensive training program for personnel to be assigned to OC San. The training shall include coverage of
OC San policies and procedures and the corporate culture. Security officer trainings shall be regularly reviewed with OC San to ensure that security officers are up to date on trainings. Copies of training records shall be provided to OC San.
8.4 Contractor shall submit a detailed description of Contractor’s security officer training program including content, instructor backgrounds, classroom instruction hours and
written, audio/visual training material, and how the training program relates to OC San's Substance Abuse and Workplace Violence and Weapons Policies. Emphasis in training in the areas of sexual harassment and recognition of potential workplace violence shall be
emphasized in the training of all security officer personnel assigned to OC San facilities. In addition, at Contractor’s expense, each security officer shall successfully complete a course in basic security officer training prior to assignment and thereafter shall complete an annual refresher course each year they are assigned to OC San. The security officer training program shall include:
8.4.1 General orientation
8.4.2 Purposes and principles of the system of security
8.4.3 Security as applied to OC San facilities
8.4.4 Organization of the security officer force
8.4.5 Functions of the security officer force
8.4.6 Authority of the individual security officer
8.4.7 Discipline – obedience to orders
8.4.8 Hazardous materials and safety course (provided by OC San)
8.4.9 Employee and public relations
8.4.10 Self-defense
8.4.11 Communications facilities and procedures
8.4.12 Elementary first aid and fire protection
8.4.13 Report writing
8.4.14 Riot control
8.4.15 Traffic control
8.4.16 Use of two-way radios and FCC regulations
8.4.17 Operation and use of special equipment used by OC San such as electrically operated gates, CCTV, etc.
9.0 Project Management 9.1 OC San will designate one (1) or more individuals to work with Contractor’s assigned Project Manager (Armed Account Manager or Off-site Executive Management) to ensure that implementation and transition of security services are met along with delivery of all deliverables outlined in this Scope of Work.
EXHIBIT A Page 16 of 17 Specification No. S-2025-707BD
10.0 Deliverables 10.1 Within 30 days of the Contract’s effective start date, the selected Contractor shall:
10.1.1 Review current OC San Post Orders and provide suggestions on how to improve the visitor management and access control procedures along with all other relevant security procedures.
10.1.2 Review applicable OC San’s Emergency Operational Plans (EOPs) and procedures.
10.1.3 Provide reporting requirements for security officers.
10.1.4 Proposed Uniform Design to be worn in both field and office operating environments.
10.1.5 Security Officer and Supervisor Contact List
10.1.6 Reporting Templates:
10.1.6.1 Daily Duty and Operational Reports
10.1.6.2 Security Incident Reports
10.1.7 Proposed Security Schedule
10.2 Contractor shall conduct tours of all relevant facilities. 10.3 Contractor shall integrate all established scan points and relevant information into their guard tour software and shall provide training on use to all security officers and relevant OC San personnel. 11.0 Safety and Health Requirements
11.1 Contractor shall comply with all applicable provisions of the OC San Contractor Safety Standards, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent shall be applied.
11.2 Contractor shall wear hard hats, high-visibility safety vests, safety footwear, four-gas monitor, and safety glasses while in the Plant industrial areas.
11.3 Contractor shall provide security officers who will enter the Plant process areas with a four-gas meter, capable of mearing the Lower Explosive Limit (%LEL), hydrogen sulfide (H2S),
carbon monoxide (CO), and percent oxygen (O2). The four-gas monitor shall be readily available for security personnel. OC San will assist with the training in the use of the four-gas monitor.
11.3.1 Contractor shall provide a calibration station at each Plant for the security officers
to calibrate their four-gas monitors.
11.3.2 Monitors shall be calibrated per the manufacturer’s required calibration schedule.
11.3.3 Contractor shall be responsible for maintaining and replacing all monitors and
calibration stations for their equipment.
11.3.4 Monitors shall be worn by all security officers entering the Plant process areas.
11.4 Contractor shall attend a contractor safety orientation (CSO) meeting prior to the start of work. The CSO is an OC San safety orientation conducted between Risk Management staff
EXHIBIT A Page 17 of 17 Specification No. S-2025-707BD
and Contractor. The CSO is conducted once per year or as job conditions or Scope of Work changes. Contractor shall sign the CSO documentation. 11.5 Confined spaces and potentially hazardous atmosphere may exist in OC San facilities. OC San will provide hazard awareness training to all security officers.
11.6 Security officers will be working around hazardous materials and chemicals. Personnel assigned to OC San will be provided locations of all chemicals on site and will report any
immediate release or spill or perceived hazard once it is recognized. 11.7 Contractor shall submit a copy of their written, Injury and Illness Prevention Program (IIPP).
The IIPP must address responsibility, compliance, communication, hazard assessment, incident investigation, hazard correction, and training as required by Title 8, California Code of Regulations, Section 3203.
11.8 All chemicals brought onsite shall be accompanied by a safety data sheet (SDS). Contractor must store and use those chemicals in accordance with the SDS and manufacturer instructions. 11.9 Contractor shall submit copies of its employee trainings records to Risk Management for retention.
STEERING COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4874 Agenda Date:4/22/2026 Agenda Item No:CS-1
FROM:Robert Thompson, General Manager
SUBJECT:
CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE
SECTION 54956.9(D)(4)
RECOMMENDATION: Convene in Closed Session:
Number of Potential Cases: 1
Initiation of litigation.
BACKGROUND
During the course of conducting the business set forth on this agenda as a regular meeting of the
Board,the Chairperson may convene the Board in closed session to consider matters of pending real
estate negotiations, pending or potential litigation, or personnel matters.
Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential
litigation;(c)employment actions or negotiations with employee representatives;or which are exempt
from public disclosure under the California Public Records Act,may be reviewed by the Board during
a permitted closed session and are not available for public inspection.At such time the Board takes
final action on any of these subjects, the minutes will reflect all required disclosures of information.
RELEVANT STANDARDS
·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Memorandum from General Counsel
Orange County Sanitation District Printed on 4/14/2026Page 1 of 1
powered by Legistar™
Scott C. Smith
(949) 263-
Phone: (949) 263-2600 | Fax: (949) 260-0972
bbklaw.com
Memorandum
Honorable Chair and Members of the Orange County Sanitation District Steering Committee
From:
Date:
Re:
The Steering Committee will hold a closed session on April 22, 2026, for the purpose of conferring with its legal counsel regarding potential litigation. Based on existing facts and circumstances, the Orange County Sanitation District is contemplating whether to initiate litigation for one potential
case. The closed session will be held pursuant to the authority of California Government Code section 54956.9(d)(4). Respectfully submitted,
SCOTT C. SMITH
ORANGE COUNTY SANITATION DISTRICT
COMMON ACRONYMS
ACWA Association of California
Water Agencies LOS Level Of Service RFP Request For Proposal
APWA American Public Works
Association MGD Million Gallons Per Day RWQCB Regional Water Quality
Control Board
AQMD Air Quality Management
District MOU Memorandum of
Understanding SARFPA Santa Ana River Flood
Protection Agency
ASCE American Society of Civil Engineers NACWA National Association of Clean Water Agencies SARI Santa Ana River Interceptor
BOD Biochemical Oxygen Demand NEPA National Environmental Policy
Act SARWQCB Santa Ana Regional Water
Quality Control Board
CARB California Air Resources
Board NGOs Non-Governmental
Organizations SAWPA Santa Ana Watershed
Project Authority
CASA California Association of
Sanitation Agencies NPDES National Pollutant Discharge
Elimination System SCADA Supervisory Control And
Data Acquisition
CCTV Closed Circuit Television NWRI National Water Research
Institute SCAP
Southern California
Alliance of Publicly Owned
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.