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HomeMy WebLinkAbout07-22-2026 Steering Committee Complete Agenda PacketNOTICE OF REGULAR MEETING AGENDA PUBLIC PARTICIPATION NOTICE ORANGE COUNTY SANITATION DISTRICT STEERING COMMITTEE JULY 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 ONLINE MEETING PARTICIPATION Join the meeting now PARTICIPATE BY TELEPHONE Dial: (213) 279-1455 Phone Conference ID: 593 555 797# WATCH THE MEETING ONLINE https://ocsd.legistar.com/Calendar.aspx Details on how to participate can be found on our website at Join the live meeting on Teams: The meeting will be available for online viewing at: For any questions and/or concerns, please contact the Clerk of the Board’s office at 714-593-7433. Thank you for your interest in OC San! SUBMIT A COMMENT Online at: https://ocsd.legistar.com/Calendar.aspx or by emailing: OCSanClerk@ocsan.gov ROLL CALL STEERING COMMITTEE Meeting Date: July 22, 2026 Time: 5:00 p.m. COMMITTEE MEMBERS (7) OTHERS STAFF STEERING COMMITTEE Regular Meeting Agenda Wednesday, July 22, 2026 - 5:00 PM Headquarters - 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, July 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. 1.2026-4698APPROVAL OF MINUTES RECOMMENDATION: Approve minutes of the Regular meeting of the Steering Committee held June 24, 2026. Originator:Kelly Lore 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, Page 2 of 4 STEERING COMMITTEE Regular Meeting Agenda Wednesday, July 22, 2026 pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CS-1 2026-5004CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 RECOMMENDATION: Convene in Closed Session: Designated Representatives: Board Chairman Jon Dumitru and Board Vice-Chairwoman Christine Marick Unrepresented Employee: General Manager Agenda Report Steering CS Memo - GM Labor Negotiations 7-22-26 Attachments: CONVENE IN CLOSED SESSION. RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: NON-CONSENT: 2.2026-5014GENERAL MANAGER’S COMPENSATION AND BENEFITS RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OC SAN 26-XX titled: “A Resolution of the Board of Directors of the Orange County Sanitation District approving salary adjustments for the General Manager for Fiscal Year 2026/2027.” The changes consist of a salary increase and corresponding range adjustment of 4.5%, effective in the first pay period of July 2026. Originator:Laura Maravilla Attachments: Page 3 of 4 STEERING COMMITTEE Regular Meeting Agenda Wednesday, July 22, 2026 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: At this time Directors may request staff to place an item on a future agenda. ADJOURNMENT: Adjourn the meeting until the Regular Meeting of the Steering Committee on August 26, 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 July 15, 2026 Page 4 of 4 STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-4698 Agenda Date:7/22/2026 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 June 24, 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: ·June 24, 2026 Steering Committee meeting minutes Orange County Sanitation District Printed on 7/13/2026Page 1 of 1 powered by Legistar™ Orange County Sanitation District Minutes for the STEERING COMMITTEE Wednesday, June 24, 2026 5:00 PM Headquarters - 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 Vice Chairman Jon Dumitru on Wednesday, June 24, 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:Jon Dumitru, Pat Burns, Carlos Leon, Christine Marick and Chad Wanke ABSENT:Ryan Gallagher STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of Environmental Services; Kelly Lore, Clerk of the Board; Mo Abiodun; Belen Carillo; Jackie Castro; Daisy Covarrubias; Don Cutler; Thys DeVries; Martin Dix; Justin Fenton; Al Garcia; David Haug; Rob Michaels; Aldwin Ramirez; Thomas Vu; and Kevin Work were present in the Huntington Beach Room. OTHERS PRESENT: Mal Richardson, General Counsel; Joshua Verceles, Associate Counsel; and Michael Valdez, Special Counsel, Woodruff & Smart; were present in the Huntington Beach Room. PUBLIC COMMENTS: None. REPORTS: Vice Chair Dumitru and General Manager Rob Thompson did not provide reports. CONSENT CALENDAR: 1.APPROVAL OF MINUTES 2026-4697 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Page 1 of 5 STEERING COMMITTEE Minutes June 24, 2026 Approve minutes of the Regular meeting of the Steering Committee held May 27, 2026. AYES:Jon Dumitru, Pat Burns, Carlos Leon, Christine Marick, Chad Wanke and John Withers NOES:None ABSENT:Ryan Gallagher ABSTENTIONS:None NON-CONSENT: 2.2026-4938 Originator: Wally Ritchie AYES:Jon Dumitru, Pat Burns, Carlos Leon, Christine Marick, Chad Wanke and John Withers NOES:None ABSENT:Ryan Gallagher ABSTENTIONS:None 3.AGREEMENT WITH IRVINE RANCH WATER DISTRICT MOOTING DEFUNCT PRIOR CONTRACTS AND TERMINATING SURVIVAL PROVISIONS 2026-4961 Originator: Mike Dorman Approve and authorize the General Manager to execute the Agreement Mooting Defunct Prior Contracts and Terminating Survival Provisions between Orange County Sanitation District and Irvine Ranch Water District, in a form approved by General Counsel. Page 2 of 5 STEERING COMMITTEE Minutes June 24, 2026 AYES:Jon Dumitru, Pat Burns, Carlos Leon, Christine Marick, Chad Wanke and John Withers NOES:None ABSENT:Ryan Gallagher ABSTENTIONS:None 4.GENERAL MANAGER’S FY 2025-2026 WORK PLAN YEAR-END REPORT 2026-4956 Originator: Rob Thompson Receive and file the General Manager’s FY 2025-2026 Work Plan Year-End Report. AYES:Jon Dumitru, Pat Burns, Carlos Leon, Christine Marick, Chad Wanke and John Withers NOES:None ABSENT:Ryan Gallagher ABSTENTIONS:None 5.GENERAL MANAGER’S FY 2026-2027 WORK PLAN 2026-4960 Originator: Rob Thompson Receive and file the General Manager’s FY2026-2027 Work Plan. AYES:Jon Dumitru, Pat Burns, Carlos Leon, Christine Marick, Chad Wanke and John Withers NOES:None ABSENT:Ryan Gallagher ABSTENTIONS:None INFORMATION ITEMS: None. Page 3 of 5 STEERING COMMITTEE Minutes June 24, 2026 DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(1) & 54956.9(d)(2). The Committee convened in closed session at 5:05 p.m. to hear three items. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. CS-1 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) 2026-4973 CONVENED IN CLOSED SESSION: 30-2024-01379706-CU-OR-CJC. CS-2 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(2) 2026-4974 CONVENED IN CLOSED SESSION: Number of Potential Cases: (1) Significant exposure to litigation. CS-3 PUBLIC EMPLOYEE PERFORMANCE EVALUATION 54957(b)(1)2026-4959 Originator: Laura Maravilla CONVENED IN CLOSED SESSION: Public Employee Performance Evaluation Number of Employees: 1 ·General Manager RECONVENED IN REGULAR SESSION. The Committee reconvened in regular session at 6:59 p.m. Page 4 of 5 STEERING COMMITTEE Minutes June 24, 2026 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Mal Richardson did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Vice Chair Dumitru declared the meeting adjourned at 6:00 p.m. to the next Regular Steering Committee meeting to be held on Wednesday, July 22, 2026 at 5:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 5 of 5 STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-5004 Agenda Date:7/22/2026 Agenda Item No:CS-1 FROM:Jon Dumitru, Board Chairman SUBJECT: CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 RECOMMENDATION: Convene in Closed Session: Designated Representatives:Board Chairman Jon Dumitru and Board Vice-Chairwoman Christine Marick Unrepresented Employee: General Manager 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 7/13/2026Page 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 Committee will hold a closed session on July 22, 2026, for the purpose of holding a conference with its labor negotiators regarding employee compensation, terms of employment, and benefits for the Orange County Sanitation District’s General Manager. The closed session will be held pursuant to the authority of California Government Code section 54957.6. Respectfully submitted, SCOTT C. SMITH STEERING COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2026-5014 Agenda Date:7/22/2026 Agenda Item No:2. FROM:Jon Dumitru, Board Chairman SUBJECT: GENERAL MANAGER’S COMPENSATION AND BENEFITS BOARD CHAIR’S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No.OC SAN 26-XX titled:“A Resolution of the Board of Directors of the Orange County Sanitation District approving salary adjustments for the General Manager for Fiscal Year 2026/2027.”The changes consist of a salary increase and corresponding range adjustment of 4.5%, effective in the first pay period of July 2026. BACKGROUND The General Manager of the Orange County Sanitation District (OC San)is employed on an At-Will basis and serves at the pleasure of the Board of Directors. According to Section 6 of the General Manager’s At-Will Employment Agreement,the Steering Committee conducts an annual performance evaluation of the General Manager and reviews his compensation and benefits.Based on this review,the Steering Committee provides a recommendation to the Board regarding any proposed adjustments to be effective in July of the year of the review. The Steering Committee conducted the General Manager’s annual performance evaluation for Fiscal Year 2025/2026 in closed session and recommends that the Board approve the proposed salary increase and corresponding range adjustment of 4.5%.The proposed range adjustment maintains the General Manager at approximately Step 4.4 within the salary range,allowing for salary progression.Additionally,the proposed adjustment is intended to maintain a competitive total compensation package that helps achieve the Board’s targeted market position at the 75th percentile,maintains appropriate salary differentiation and supports the retention of executive leadership. RELEVANT STANDARDS ·Offer competitive compensation and benefits ·Maintain positive employer-employee relations ·Cultivate a highly qualified, well-trained, and diverse workforce ·Comply with OC San policy (Policy 6.1 Appraisal of Performance)and the General Manager’sOrange County Sanitation District Printed on 7/15/2026Page 1 of 4 powered by Legistar™ File #:2026-5014 Agenda Date:7/22/2026 Agenda Item No:2. ·Comply with OC San policy (Policy 6.1 Appraisal of Performance)and the General Manager’s At-Will Employment Agreement PROBLEM Board-approved salary increases for OC San’s Executive Management Team,Manager Group,and represented employees became effective in July 2026.The General Manager’s salary is currently 13.6%above that of the highest-paid direct report.Without a corresponding adjustment,the salary differential will continue to narrow,increasing salary compaction and moving the General Manager’s compensation below the Board’s target market position. PROPOSED SOLUTION Approve Resolution No.OC SAN 26-XX adjusting the General Manager proposed salary increase and corresponding range adjustment for Fiscal Year 2026/2027.The proposed salary adjustment would help maintain an appropriate level of salary differentiation and avoid salary compaction. TIMING CONCERNS The Steering Committee completed the General Manager’s annual performance evaluation in accordance with his agreement.Timely Board approval of the recommended compensation adjustment will align the General Manager’s compensation with previously approved salary adjustments for other employee groups,help maintain appropriate salary differentiation and achieve retention of key staff. RAMIFICATIONS OF NOT TAKING ACTION Delaying action would postpone implementation of any approved adjustment,not maintain the targeted market position at the 75th percentile,and contribute to salary compaction with direct reports. PRIOR COMMITTEE/BOARD ACTIONS June 2026 -Steering Committee reviewed the General Manager’s performance evaluation in closed session. August 2025 -Board of Directors adopted Resolution No.OC SAN 25-14 titled:“A Resolution of the Board of Directors of the Orange County Sanitation District approving salary and benefit adjustments for the General Manager for Fiscal Year 2025/2026.”The changes consist of a salary increase and corresponding salary range adjustment of 4.5%,effective the first pay period of July and changes to a leave bank, 457(b) contribution and mileage reimbursement. ADDITIONAL INFORMATION As a matter of reference,OC San’s accomplishments during the past year,under the direction of the General Manager, include the following: ·Created a CIP staffing plan to minimize Supplemental Engineering Services,improve Orange County Sanitation District Printed on 7/15/2026Page 2 of 4 powered by Legistar™ File #:2026-5014 Agenda Date:7/22/2026 Agenda Item No:2. ·Created a CIP staffing plan to minimize Supplemental Engineering Services,improve succession planning, and streamline project delivery. ·Completed the development,Request for Proposals,and contract award for a customer service portal to improve stakeholder access and service efficiency. ·Developed a new small-project funding process to increase transparency,efficiency,and budget control. ·Identified and prioritized opportunities to apply Artificial Intelligence (AI)to optimize administrative, operational, and treatment processes. ·Conducted a cyber penetration test and red team assessment of process control systems. ·Updated ordinances and policies related to delinquent fees and penalties for discharge permits. ·Received final technical memos outlining asset database improvements and a risk framework for major/critical assets. ·Pursued and completed a cost-saving debt refunding transaction,achieving $14 million in savings. ·Conducted a study to right-size OC San’s transportation fleet and support compliance with clean air standards. ·Developed updated Fats,Oils,and Grease (FOG)outreach materials for food service establishments within OC San’s service area. ·Updated the Industrial Waste Survey program using improved information-management tools to better identify required permittees. ·Transitioned Plant No.1 process and electrical controls from CRISP to the ABB Distributed Control System under project J-120. ·Conducted assessments of easements with encroachments or access constraints,and continued surveys. ·Completed successful vendor demonstration of the Supercritical Water Oxidation unit. ·Initiated Phase 1 permitting for biosolids deep well injection and developed the outreach Scope of Work. ·Developed and conducted a comprehensive high-flow emergency operations exercise simulating influent emergencies and SARI trunkline rupture scenarios. ·Developed a Physical Security Master Plan addressing risk mitigation,regulatory compliance, and long-term facility protection. ·Developed a wastewater laboratory and data science training curriculum to support operator certification. ·Expanded partnerships with vocational training institutions to enhance talent pipelines for hard -to-fill positions in instrumentation, electrical, and engineering. CEQA N/A FINANCIAL CONSIDERATIONS The annual cost of the proposed salary changes is approximately $18,117. The funds for the additional compensation are included in OC San’s operational budget. Orange County Sanitation District Printed on 7/15/2026Page 3 of 4 powered by Legistar™ File #:2026-5014 Agenda Date:7/22/2026 Agenda Item No:2. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Resolution No. OC SAN 26-XX ·General Manager Salary Schedules (Current & Proposed FY 26-27) ·At-Will Employment Agreement, Robert C. Thompson (eff. 7/1/26) Orange County Sanitation District Printed on 7/15/2026Page 4 of 4 powered by Legistar™ OC SAN 26-XX-1 RESOLUTION NO. OC SAN 26-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING SALARY ADJUSTMENTS FOR THE GENERAL MANAGER FOR FISCAL YEAR 2026/2027 WHEREAS, the General Manager provides organizational leadership, strategic direction, and agency oversight for Orange County Sanitation District (OC San); and WHEREAS, the General Manager serves in an at-will employment capacity, which may be terminated at any time by OC San’s Board of Directors with or without cause; and WHEREAS, it is OC San’s philosophy to compensate employee classifications competitively, which currently can be achieved through alignment with the salary market; and WHEREAS, the General Manager’s At-Will Agreement provides for the OC San Steering Committee to conduct an annual performance evaluation of the General Manager and review of his compensation and benefits. The Steering Committee shall make its recommendation(s) to the Board concerning adjustment to the compensation and/or benefits paid or provided to the General Manager. After consideration of the recommendation(s) of the Steering Committee, the Board shall determine and approve the compensation, including benefits, payable to General Manager, which generally becomes effective July of the year of the review; and WHEREAS, the Steering Committee commenced its review of the General Manager’s performance in June 2026, finalized its review and made its recommendation to the Board on July 22, 2026. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER: 1. That the At-Will Agreement with the General Manager (Attached hereto as Exhibit 1) setting forth the terms and conditions of his employment, including changes consisting of a 4.5% salary increase and corresponding salary range adjustment as determined by the Board of Directors, is hereby approved to be effective retroactively to the first pay period of July 2026; 2. That the Board Chair, or his designee, is authorized to implement the changes to salary and benefit items approved herein. OC SAN 26-XX-2 PASSED AND ADOPTED at a regular meeting of the Board of Directors held July 22, 2026. ________________________________ Christine Marick Board Vice Chairwoman ATTEST: _______________________________ Kelly A. Lore, MMC Clerk of the Board OC SAN 26-XX-3 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 26-XX was passed and adopted at a regular meeting of said Board on the 22nd of July 2026, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 22nd of July 2026. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District General Manager Salary Schedules Orange County Sanitation District Classification and Compensation Plan Pay Grade Step 1 Step 2 Step 3 Step 4 Step 5 EM37 Annual 340,018$ 357,427$ 375,710$ 394,930$ 415,085$ Monthly 28,335$ 29,786$ 31,309$ 32,911$ 33,101$ Hourly 163.47$ 171.84$ 180.63$ 189.87$ 199.56$ Pay Grade Step 1 Step 2 Step 3 Step 4 Step 5 EM37 Annual 355,326$ 373,506$ 392,621$ 412,693$ 433,763$ Monthly 29,611$ 31,125$ 32,718$ 34,391$ 36,147$ Hourly 170.83$ 179.57$ 188.76$ 198.41$ 208.54$ GENERAL MANAGER, FY 2025-26 (Current) GENERAL MANAGER, FY 2026-27 (Proposed) 1 AT-WILL EMPLOYMENT AGREEMENT Robert C. Thompson General Manager ORANGE COUNTY SANITATION DISTRICT THIS AT-WILL EMPLOYMENT AGREEMENT ("Agreement") is entered into, to be effective the 1st day of July, 2026, by and between: ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "OC San"; AND ROBERT C. THOMPSON, sometimes hereinafter referred to as "General Manager" or “Mr. Thompson”; collectively referred to herein as “the Parties” RECITALS WHEREAS, OC San desires to continue to employ Robert C. Thompson, as General Manager of OC San, pursuant to the terms and conditions as set forth in this Agreement; and WHEREAS, Mr. Thompson, by virtue of his education, training and experience, is fully qualified to fill the position of General Manager and desires to serve OC San as its General Manager, pursuant to the terms and conditions of this Agreement; and WHEREAS, per Resolution No. OC SAN 26-__ adopted on July [ ], 2026, OC San’s Board of Directors has approved and authorized the Board Chair to execute this Agreement to include a base-building salary increase of 4.5% of Mr. Thompson’s current salary. 2 WHEREAS, at the beginning of negotiations of a new Agreement, the parties agreed that any salary changes agreed to would take effect retroactively to the first pay period of July 2026, which is the first pay period in the current fiscal year. NOW, THEREFORE, the Parties hereto agree as follows: Section 1: OC San hereby continues to employ Mr. Thompson to serve as General Manager of the Orange County Sanitation District, continuing on the effective date hereof, and continuing until termination by either Party, as provided in this Agreement. In that capacity, Mr. Thompson agrees to perform the functions and duties of General Manager, the administrative head of OC San, as prescribed by the laws of the State of California, and by the rules, regulations, decisions, and directions of the Board of Directors of OC San (hereinafter referred to as "Board"). The General Manager's duties may involve expenditures of time in excess of the regularly established workday or in excess of a forty-hour work week and may also include time outside normal office hours (including attendance at Board and Committee meetings). General Manager is classified as an exempt employee under applicable California and federal wage and hour laws and shall not be entitled to any additional compensation for hours worked in excess of forty in a work week. Section 2: Mr. Thompson shall be employed in an "at-will" capacity serving at the sole pleasure of the Board. This means that either party to this Agreement may terminate the Agreement at any time for any reason with or without cause, and without hearing, upon 30 days' notice to the other party. Mr. Thompson is advised and acknowledges that he has none of the termination rights of a regular employee of OC San. Except as expressly provided herein, and as a condition of employment, Mr. Thompson knowingly, willingly and voluntarily gives up, waives, and disclaims any and all rights he may have, express or implied, to any notice and/or hearing before or after termination, and/or to any continued employment with OC San after termination. As an "at-will" employee, Mr. Thompson understands that he may be subject to termination with or without cause at the sole discretion of the Board, notwithstanding that the other provisions of OC San’s Personnel Policies and Procedures Manual (hereinafter referred to as "Manual") apply to Mr. Thompson. If OC San terminates employment without cause, Mr. Thompson shall be given a thirty (30) day Notice of Termination, and severance pay in an amount equal to six (6) months of his then current annual base salary upon Mr. Thompson’s execution of a valid written release of legal claims and expiration of any legally required revocation period. 3 If OC San terminates this Agreement (thereby terminating Mr. Thompson’s employment) without cause, and Mr. Thompson executes a valid written release of legal claims, the severance pay is considered a cash settlement related to the termination of Mr. Thompson and waiver of legal claims and shall be fully reimbursed to OC San by Mr. Thompson if Mr. Thompson is convicted of a crime involving an abuse of his office or position. Abuse of office or position shall have the meaning set forth in Government Code 53243.4, as may be amended, of either (1) an abuse of public authority, including, but not limited to, waste, fraud, and violation of the law under color of authority, or (2) a crime against public justice, including, but, not limited to, a crime described in Title 5 (commencing with Section 67), Title 6 (commencing with Section 85), and Title 7 (commencing with Section 92) of Part 1 of the Penal Code. . Mr. Thompson shall reimburse such severance pay to OC San no later than six (6) months after such conviction. If Mr. Thompson terminates his employment with 30 days' notice, the Board shall have the right to accept his resignation effective the date notice is given. Such decision to accept his resignation earlier shall not be considered a termination without cause and shall not entitle Mr. Thompson to receive the severance pay noted above. Section 3: The term of this Agreement shall commence on the effective date above and continue for an indefinite duration, until terminated by either Party pursuant to Section 2 above, or unless terminated or amended as provided herein. Section 4: As compensation for the services to be performed hereunder, upon the effective date of this Agreement, OC San agrees to pay General Manager an annual base salary for services rendered of four hundred twenty thousand six hundred eighty dollars ($420,680.00), subject to all applicable deductions and withholdings of any and all sums required by then current state, federal or local law, along with deductions of applicable sums the General Manager is obligated to pay because of participation in plans and programs described in this Agreement, and paid biweekly in accordance with OC San’s established accounting and payroll practices at the same time and in the same manner as other employees of OC San. No increase in salary may exceed the compensation permitted by the applicable salary range for the classification established by duly adopted Resolution of the Board. Section 5: For the period of this Agreement, OC San shall provide Mr. Thompson with a fixed benefit package that includes the following: • Personal Leave – accrued based on years of service for all paid hours, including hours actually worked and hours in a paid-leave payroll status, on a biweekly basis in accordance with the Manual. Personal leave accruals shall not exceed 4 four hundred forty (440) hours as of December 31 of each year. Any hours in excess of said limit, will be paid to Mr. Thompson in January in an amount equal to the hourly rate of compensation. • Administrative Leave – 60 hours per fiscal year, granted and not eligible for annual cash out. • Investment Incentive Salary (llS) – 6% of base salary applied on a biweekly fiscal year basis, and a flat amount of one thousand two hundred fifty dollars ($1,250) annually. • Deferred Compensation – OC San-paid annual allocation of $12,000 allocated on a biweekly calendar year basis. • Car Allowance – OC San-paid annual allocation of $8,400 issued on a semimonthly basis. • Extended Trip Mileage Reimbursement – Mileage reimbursement for business-related trips in excess of seventy five (75) miles one-way driven in Thompson’s personal vehicle. • Medical Allowance – OC San-paid annual allocation of six thousand dollars ($6,000), with any funds not used toward employee portions of insurance premiums to be returned to the employee in a mutually agreeable manner (such as flexible spending account contributions or cash payment). Mr. Thompson’s benefit package also shall include benefits consistent with the Manual for: holiday pay; medical, dental, vision and life insurance at three times base salary; long-term and short-term disability insurance; and employee assistance program. Additionally, Mr. Thompson’s benefit package shall include executive disability insurance benefits, consistent with those provided to OC San managers. These benefits shall remain in full force and effect unless and until replaced by an amendment to this Agreement, signed by Mr. Thompson and approved by the Board, which amendment shall include the effective date thereof. Section 6: OC San’s Steering Committee shall meet with General Manager in connection with the conclusion of each fiscal year of service during the term of this Agreement to review and evaluate his performance over the prior year. The Steering Committee shall make its recommendation(s) to the Board concerning adjustment to the compensation and/or benefits paid or provided to General Manager, to be effective in July of the year of review. After consideration of the recommendation(s) of the Steering Committee, the Board shall determine and approve the compensation, including benefits, payable to General Manager, which generally becomes effective July of the fiscal year of the review. Failure of OC San to review and evaluate the performance of 5 the General Manager pursuant to this section shall not affect the right of OC San to terminate the General Manager's employment and shall not be considered a breach of this Agreement. Section 7: Mr. Thompson shall be a Participant Member in the Orange County Employees Retirement System ("OCERS"). OC San shall pay the required employer's contribution of Mr. Thompson’s required employee contribution rate for membership in OCERS pension Plan H which includes full payment of Employer Paid Member Contribution (“EPMC”). Section 8: OC San shall reimburse General Manager for all expenses paid by him and incurred for non-personal, job-related OC San business that are reasonably necessary to the General Manager's service to OC San and are not specifically provided for herein. OC San agrees to either pay such expenses in advance or to reimburse the expenses, so long as the expenses are incurred and submitted according to the criteria established by OC San’s budget and/or normal expense reimbursement procedures pursuant to applicable policy Resolutions. To be eligible for reimbursement, all expenses must be supported by documentation meeting OC San’s policies and requirements and must be submitted within time limits established by OC San. Such reimbursement shall not be considered a benefit. Section 9: During the period of this Agreement, it is agreed that General Manager shall devote his full time, skills, labor, and attention to said employment. At no time may General Manager undertake outside activities consisting of consultant work, speaking engagements, writing, lecturing, or other similar professional activities for money or other consideration without prior approval of OC San’s Steering Committee. However, the expenditure of reasonable amount of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities do not conflict or materially interfere with the services required under this Agreement and shall not require the prior written consent of the Steering Committee. This Agreement shall not be interpreted to prohibit General Manager from making passive personal investments or conducting private business affairs, provided those activities are not deemed to be a conflict of interest by state law nor do they conflict or materially interfere with the services required under this Agreement. Nothing in this At-Will Employment Agreement shall be construed to prevent General Manager from engaging in lawful conduct outside of working hours that does not materially interfere with General Manager’s employment. Section 10: The Board has the sole discretion to determine whether OC San shall pay General Manager pending an investigation into any alleged misconduct by General Manager. In the event that OC San’s Board determines, in its sole discretion, that it is in the best interest of OC San for General Manager to be placed on paid administrative leave pending such an investigation, 6 General Manager shall fully reimburse any salary provided for that purpose if the misconduct for which the General Manager was under investigation results in the General Manager being convicted of a crime involving an abuse of his office or position as defined in Section 2 of this Agreement. General Manager shall reimburse such salary to OC San no later than six months after such conviction. Section 11: In the event that OC San provides funds for the legal criminal defense of General Manager, General Manager shall fully reimburse said funds to OC San if the General Manager is convicted of a crime involving an abuse of his/her office or position as defined in Section 2 of this Agreement. General Manager shall reimburse such criminal legal defense fees to OC San no later than six months after such conviction. Section 12: Other employment benefits for General Manager not specifically provided for in this At-Will Employment Agreement are set out in the Manual. Section 13: This Agreement supersedes any and all other prior agreements, either oral or in writing, between the Parties hereto with respect to the employment of Mr. Thompson by OC San and contains all of the covenants and agreements between the Parties with respect to that employment in any manner whatsoever. Each Party to this Agreement acknowledges that no representation, inducement, promise, or agreement, orally or otherwise, has been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement or Employment shall be valid or binding on either Party. Section 14: Any notices to be given hereunder by either Party to the other shall be in writing and may be transmitted by personal delivery, or by mail, registered or certified, postage prepaid, with return receipt requested. Mailed notices shall be addressed to the Parties at the addresses maintained in the personnel records of OC San, but each Party may change that address by written notice in accordance with this Section. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of mailing. Section 15: Any modifications of this Agreement will be effective only if set forth in writing and signed by the Parties. 7 Section 16: The failure of either Party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other Party, shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. Section 17: If any term or other provision of this At-Will Employment Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms, provisions, and conditions shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. Section 18: This Agreement shall be governed by and construed in accordance with the laws of the State of California and all applicable ordinances, policies, and resolutions. Section 19: General Manager acknowledges that he has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement. General Manager acknowledges that he has made an independent judgment upon the financial and legal effects of the Agreement and has not relied upon representation of OC San, its elected or appointed officers and officials, agents, or employees other than those expressly set forth in this Agreement. General Manager acknowledges that he has been advised to obtain, and has availed himself of, legal advice with respect to the terms and provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this At-Will Employment Agreement as follows. GENERAL MANAGER By:___________________________ Robert C. Thompson 8 VICE CHAIR, BOARD OF DIRECTORS By:_____________________________ Christine Marick APPROVED AS TO FORM: ___________________________________ Scott C. Smith General Counsel Date:_______________________________ 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.