HomeMy WebLinkAbout09-02-2026 Operations Committee Complete Agenda PacketNOTICE OF REGULAR MEETING AGENDA
PUBLIC PARTICIPATION NOTICE
ORANGE COUNTY SANITATION DISTRICT
OPERATIONS COMMITTEE
SEPTEMBER 2, 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
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OC San Headquarters: 18480 Bandilier Circle, Fountain Valley, CA 92708
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SUBMIT A COMMENT
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ROLL CALL OPERATIONS COMMITTEE
Engineering and Operations & Maintenance
Meeting Date: September 2, 2026 Time: 5:00 p.m.
COMMITTEE MEMBERS (14)
OTHERS
STAFF
OPERATIONS COMMITTEE
Regular Meeting Agenda
Wednesday, September 2, 2026 - 5:00 PM
Headquarters - Board Room
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
ACCOMMODATIONS FOR THE DISABLED: If you require any special disability related accommodations, please
contact the Orange County Sanitation District (OC San) Clerk of the Board’s office at (714) 593-7433 at least 72
hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of
accommodation requested.
AGENDA DESCRIPTION: The agenda provides a brief general description of each item of business to be
considered or discussed. The recommended action does not indicate what action will be taken. The Board of
Directors may take any action which is deemed appropriate.
MEETING RECORDING: A recording of this meeting is available within 24 hours after adjournment of the
meeting at https://ocsd.legistar.com/Calendar.aspx or by contacting the Clerk of the Board.
SUBMIT A COMMENT: You may submit your comments and questions in writing in advance of, or during the
meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or by
sending them to OCSanClerk@ocsan.gov with the subject line "PUBLIC COMMENT ITEM # [insert relevant item
number]" or "PUBLIC COMMENT NON-AGENDA ITEM". All written public comments will be provided to the
legislative body and may be read into the record or compiled as part of the record.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be
submitted to the Clerk of the Board: Kelly A. Lore, MMC, (714) 593-7433 / klore@ocsan.gov at least 14 days
before the meeting. For any questions on the agenda, Board members may contact staff at:
General Manager: Rob Thompson, rthompson@ocsan.gov / (714) 593-7110
Asst. General Manager: Lorenzo Tyner, ltyner@ocsan.gov / (714) 593-7550
Director of Communications: Jennifer Cabral, jcabral@ocsan.gov / (714) 593-7581
Director of Engineering: Mike Dorman, mdorman@ocsan.gov / (714) 593-7014
Director of Environmental Services: Lan Wiborg, lwiborg@ocsan.gov / (714) 593-7450
Director of Finance: Wally Ritchie, writchie@ocsan.gov / (714) 593-7570
Director of Human Resources: Laura Maravilla, lmaravilla@ocsan.gov / (714) 593-7007
Director of Operations & Maintenance: Riaz Moinuddin, rmoinuddin@ocsan.gov / (714) 593-7269
View Current Board of Directors
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 2, 2026
CALL TO ORDER
PLEDGE OF ALLEGIANCE
ROLL CALL AND DECLARATION OF QUORUM:
Clerk of the Board
PUBLIC COMMENTS:
Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the
Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during
meetings: you may participate in person, join the meeting live via Teams on your computer or similar device or
web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for
consideration before or during the meeting.
REPORTS:
The Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of
general interest to the Directors. These reports are for information only and require no action by the Directors.
CONSENT CALENDAR:
Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion,
without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in
the regular order of business.
1.2026-4725APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Operations Committee held July 1,
2026.
Originator:Kelly Lore
Attachments:
2.2026-5031COOPERATIVE PROCUREMENT WITH STATE OF CALIFORNIA,
DEPARTMENT OF GENERAL SERVICES FOR FUEL PURCHASE
PROGRAM
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Change Order amount of $135,000 to Blanket Purchase Order
109745-OB for the Fleet Fuel Program under the State of California Department
of General Services Master Agreement No. 5-19-99-19 with WEX Bank, for a
Page 2 of 8
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 2, 2026
total amount not to exceed $275,000 for the term July 1, 2026, through June 30,
2027;
B. Approve a one (1) year renewal option at an amount not to exceed $275,000;
and
C. Approve an annual contingency of $55,000 (20%).
Originator:Riaz Moinuddin
Attachments:
3.2026-5041QUARTERLY ODOR COMPLAINT REPORT
RECOMMENDATION:
Review and file the Fiscal Year 2025-26 Fourth Quarter Odor Complaint Report.
Originator:Riaz Moinuddin
Attachments:
4.2026-5048FLEET VEHICLE REPLACEMENT PURCHASES
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve the purchase of replacement vehicles and electric utility carts for
Orange County Sanitation District’s fleet as initially approved in the adopted
Fiscal Year 2026-27 Budget in the not to exceed amount of $1,844,000; and
B. Authorize the General Manager and Purchasing Manager to purchase
replacement vehicles and carts during the fiscal year in the not to exceed
amount listed above, utilizing the method of procurement determined by the
Purchasing Manager to be in the best interest of the Orange County Sanitation
District.
Originator:Riaz Moinuddin
Attachments:
5.2026-5059PROCUREMENT OF COOPER LSVB INTAKE MANIFOLDS AT PLANT
NO. 1
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Cooper Machinery Services, LLS for
the procurement of two spare air intake manifolds for three engines in Central
Generation at Plant No. 1 for a total amount not to exceed $242,431, including
applicable sales tax & freight; and
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OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 2, 2026
B. Approve a contingency of $24,243 (10%).
Originator:Riaz Moinuddin
Attachments:
6.2026-5058PLANT NO. 2 TRICKLING FILTER A, B, & C FILAMENT-WOUND
BUSHINGS
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Purchase Order to Ovivo USA, LLC for four
filament-wound bushing conversions for Plant No. 2, for an amount not to
exceed $370,940, plus applicable sales tax; and
B. Approve a contingency of $37,094 (10%).
Originator:Riaz Moinuddin
Attachments:
7.2026-5063BITTER POINT PUMP STATION MAIN SEWAGE PUMP OVERHAUL
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Flo-Services, Inc. for the repair of one
Hidrostal Main Sewage Pump for the Bitter Point Pump Station, for a total
amount not to exceed $149,755, including applicable sales tax and freight; and
B. Approve a contingency of $29,951 (20%).
Originator:Riaz Moinuddin
Attachments:
8.2026-4913ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORT
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Engineering Program Contract Performance Report for the period
ending June 30, 2026.
Originator:Mike Dorman
Attachments:
Page 4 of 8
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 2, 2026
9.2026-4800PARTIAL QUITCLAIM DEED, EASEMENT RELINQUISHMENT
AGREEMENT, GRANT OF EASEMENT, AND ENCROACHMENT
AGREEMENT AT 3150 BEAR STREET, COSTA MESA
RECOMMENDATION: Recommend to the Board of Director to:
A. Approve the execution of a Partial Quitclaim Deed and the Easement
Relinquishment Agreement for an easement at 3150 Bear Street, Costa Mesa,
California, with MTHCALV-I BEAR STREET, LLC, and accept $165,000 as
consideration for the relinquished easement rights, together with a Grant of
Easement and an Encroachment Agreement, in forms approved by General
Counsel; and
B. Direct the Clerk of the Board to record documents with the Orange County
Clerk-Recorder’s Office.
Originator:Mike Dorman
Attachments:
10.2026-5035LEASE AGREEMENT WITH FOUNDERS RSG LP, PROVIDING
ORANGE COUNTY SANITATION DISTRICT PARCEL FOR PARKING
AND/OR RELATED ACTIVITIES
RECOMMENDATION: Recommend to the Board of Directors to:
Approve the execution of a Lease Agreement with Founders RSG LP, a California
limited partnership, to allow paving, striping, parking, and related improvements over a
4-foot wide portion of the Orange County Sanitation District's 50-foot wide utility
corridor which abuts 21532 South Brookhurst Street in Huntington Beach, for an initial
term of five (5) years beginning on the date the Agreement is executed; and an option
to extend for up to two (2) additional five-year periods, at an annual rent of $500, and
the collection of $442.50 in back rent, for the interim occupancy period, in a form
approved by General Counsel.
Originator:Mike Dorman
Attachments:
Page 5 of 8
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 2, 2026
NON-CONSENT:
11.2026-4837SIPHON ASSESSMENTS IN ANAHEIM, NEWPORT BEACH, AND
ORANGE, PROJECT NO. PS25-01
RECOMMENDATION: Recommend to the Board of Directors to:
A. Find that the recommended action is exempt from the California Environmental
Quality Act (CEQA) under the Class 6 categorical exemption set forth in CEQA
Guidelines Section 15306, Information Collection, and the statutory exemption
set forth in CEQA Guidelines Section 15262, Feasibility and Planning Studies;
B. Approve a Professional Services Agreement with HDR Engineering, Inc., to
provide engineering services for the Siphon Assessments in Anaheim, Newport
Beach, and Orange, Project No. PS25-01, for an amount not to exceed
$2,781,000; and
C. Approve a contingency of $278,100 (10%).
Originator:Mike Dorman
Attachments:
12.2026-5060MANHOLE FRAME AND COVER REPLACEMENT SERVICES,
SPECIFICATION NO. S-2026-729BD
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract to Ayala Engineering, Inc. to provide
Manhole Frame and Cover Replacement Services, Specification No.
S-2026-729BD, for a total amount not to exceed $1,260,350 for the period
beginning November 1, 2026, through October 31, 2027, with four (4) one-year
renewal options; and
B. Approve an annual contingency of $126,035 (10%).
Originator:Riaz Moinuddin
Attachments:
13.2026-5043CHEMICAL SUPPLIER AGREEMENT FOR THE PURCHASE OF
LIQUID ANIONIC POLYMER, SPECIFICATION NO. SSJ 2945
RECOMMENDATION: Recommend to the Board of Directors to:
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OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 2, 2026
A. Approve a Sole Source Chemical Supplier Agreement with Polydyne, Inc. for the
purchase of Liquid Anionic Polymer, Specification No. SSJ 2945, for a five-year
term beginning November 1, 2026, through October 31, 2031, for a total unit
price of $5.18 per active pound delivered plus applicable sales tax for a total
estimated first-year cost of $600,880; and
B. Approve an annual unit price contingency increase of up to 5%, estimated at
$30,044 for the first year.
Originator:Riaz Moinuddin
Attachments:
INFORMATION ITEMS:
14.2026-5027SALE OF ENERGY CREDITS
RECOMMENDATION:
Information Item.
Originator:Wally Ritchie
Attachments:
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
None.
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 Operations Committee on October 7,
2026 at 5:00 p.m.
Page 7 of 8
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 2, 2026
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
August 26, 2026
Page 8 of 8
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4725 Agenda Date:9/2/2026 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 Operations Committee held July 1, 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:
·July 1, 2026 Operations Committee meeting minutes
Orange County Sanitation District Printed on 8/24/2026Page 1 of 1
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Orange County Sanitation District
Minutes for the
OPERATIONS COMMITTEE
Wednesday, July 1, 2026
5:00 PM
Headquarters - Board Room
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
CALL TO ORDER
A regular meeting of the Operations Committee of the Orange County Sanitation District was
called to order by Committee Vice Chairman Carlos A. Leon on Wednesday, July 1, 2026 at
5:00 p.m. in the Orange County Sanitation District Headquarters. Vice Chair Leon led the
Pledge of Allegiance.
ROLL CALL AND DECLARATION OF QUORUM:
Assistant Clerk of the Board Tania Moore declared a quorum present as follows:
PRESENT:Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Lisa
Landau, Tom Lindsey, Carlos Leon, Christine Marick, Robert Ooten,
Bonnie Peat, John Withers, Janet Nguyen (Alternate) and Cindy Tran
(Alternate)
ABSENT:Joyce Ahn and Pat Burns
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; Tania Moore, Assistant Clerk of the Board; Mo Abiodun; Jon
Bradley; Jackie Castro; Sam Choi; Don Cutler; Thys DeVries; Martin Dix; Justin Fenton; Al
Garcia; David Haug; Tom Meregillano; Cindy Murra; Kelly Newell; Andrew Nguyen; Nick
Oswald; Valerie Ratto; Thomas Vu; Kevin Work; and Sammady Yi were present in the Board
Room. Mark Kawamoto was present virtually.
OTHERS PRESENT: Mal Richardson, General Counsel was present in the Board Room.
Anni Larkins with Jacobs, and Sydney Seto with GFT were present virtually.
PUBLIC COMMENTS:
None.
REPORTS:
Vice Chair Leon did not provide a report.
General Manager Rob Thompson announced that OC San Administrative offices will be
closed on Friday, July 3rd in observation of Independence Day and that the Operations
Committee will be dark in August.
Page 1 of 6
OPERATIONS COMMITTEE Minutes July 1, 2026
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2026-4724
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Operations Committee held June 3,
2026.
AYES:Jon Dumitru, Ryan Gallagher, Lisa Landau, Tom Lindsey, Carlos
Leon, Christine Marick, Robert Ooten, Bonnie Peat, John Withers,
Janet Nguyen (Alternate) and Cindy Tran (Alternate)
NOES:None
ABSENT:Joyce Ahn, Pat Burns and Johnathan Ryan Hernandez
ABSTENTIONS:None
2. SPARE PUMP PROCUREMENT FOR SLATER PUMP STATION 2026-4957
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Sole Source Purchase Order to Muniquip, LLC for the purchase of
one Hidrostal I10K-S pump assembly for Main Sewage Pump (MSP) at Slater
Pump Station, for an amount not to exceed $157,333 including applicable sales
tax and freight; and
B. Approve a contingency of $15,733 (10%).
AYES:Jon Dumitru, Ryan Gallagher, Lisa Landau, Tom Lindsey, Carlos
Leon, Christine Marick, Robert Ooten, Bonnie Peat, John Withers,
Janet Nguyen (Alternate) and Cindy Tran (Alternate)
NOES:None
ABSENT:Joyce Ahn, Pat Burns and Johnathan Ryan Hernandez
ABSTENTIONS:None
3. COMBINATION SEWER CLEANING TRUCK REFURBISHMENT 2026-4962
Originator: Riaz Moinuddin
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OPERATIONS COMMITTEE Minutes July 1, 2026
A. Approve a Sole Source Purchase Order to Haaker Equipment Company to
refurbish one Combination Sewer Cleaning Truck for a total amount not to
exceed $402,186, not including applicable sales tax and freight; and
B. Approve a contingency of $60,328 (15%).
AYES:Jon Dumitru, Ryan Gallagher, Lisa Landau, Tom Lindsey, Carlos
Leon, Christine Marick, Robert Ooten, Bonnie Peat, John Withers,
Janet Nguyen (Alternate) and Cindy Tran (Alternate)
NOES:None
ABSENT:Joyce Ahn, Pat Burns and Johnathan Ryan Hernandez
ABSTENTIONS:None
4. GAS COMPRESSOR INTERCOOLERS CRITICAL SPARES 2026-4985
Originator: Riaz Moinuddin
A. Approve a Sole Source Purchase Order to NEAC Compressor Service USA,
Inc., for the procurement of two spare intercoolers for digester gas compressors
in an amount not to exceed $246,754, not including applicable sales tax and
freight; and
B. Approve a contingency of $24,675 (10%).
AYES:Jon Dumitru, Ryan Gallagher, Lisa Landau, Tom Lindsey, Carlos
Leon, Christine Marick, Robert Ooten, Bonnie Peat, John Withers,
Janet Nguyen (Alternate) and Cindy Tran (Alternate)
NOES:None
ABSENT:Joyce Ahn, Pat Burns and Johnathan Ryan Hernandez
ABSTENTIONS:None
5. ON-CALL CONDITION ASSESSMENT PROGRAM SUPPORT
SERVICES, SPECIFICATION NO. S-2026-720BD
2026-4969
Originator: Mike Dorman
Page 3 of 6
OPERATIONS COMMITTEE Minutes July 1, 2026
A. Approve a Services Contract with Jamison Engineering Contractors, Inc. to
provide on-call condition assessment program support services, Specification
No. S-2026-720BD, for the period of August 1, 2026, through June 30, 2027, for
a total amount not to exceed $1,114,638 with four (4) one-year renewal options;
B. Approve an annual increase not to exceed 3.5% of the previous year’s amount;
and
C. Approve an annual contingency not to exceed 10% of the annual contract
amount for all renewal periods.
AYES:Jon Dumitru, Ryan Gallagher, Lisa Landau, Tom Lindsey, Carlos
Leon, Christine Marick, Robert Ooten, Bonnie Peat, John Withers,
Janet Nguyen (Alternate) and Cindy Tran (Alternate)
NOES:None
ABSENT:Joyce Ahn, Pat Burns and Johnathan Ryan Hernandez
ABSTENTIONS:None
6. REDHILL RELIEF SEWER RELOCATION AT STATE ROUTE 55,
PROJECT NO. FE18-13
2025-4586
Originator: Mike Dorman
Approve the Second Amendment to Utility Agreement No. OCSD-1005, between the
Orange County Sanitation District and the Orange County Transportation Authority, for
final reimbursement amount of $4,996,443 for Project No. FE18-13, Redhill Relief
Sewer Relocation at State Route 55, in the City of Santa Ana.
AYES:Jon Dumitru, Ryan Gallagher, Lisa Landau, Tom Lindsey, Carlos
Leon, Christine Marick, Robert Ooten, Bonnie Peat, John Withers,
Janet Nguyen (Alternate) and Cindy Tran (Alternate)
NOES:None
ABSENT:Joyce Ahn, Pat Burns and Johnathan Ryan Hernandez
ABSTENTIONS:None
NON-CONSENT:
Director Johnathan Ryan Hernandez arrived at the meeting at 5:13 p.m.
7. SUPPLEMENTAL ENGINEERING SERVICES, CONTRACT NO.
PSA2026-001
2026-4970
Originator: Mike Dorman
Page 4 of 6
OPERATIONS COMMITTEE Minutes July 1, 2026
Manager Martin Dix who provided a PowerPoint presentation regarding the
Supplemental Engineering Services, Contract No. PSA2026-001. The presentation
included an overview of the contract, the history of Supplemental Engineering Services
(SES) and staffing levels, the 20-year spending budget, required SES staffing, the
consultant selection process, and the recommendation.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A.Approve Professional Services Agreements to provide Supplemental
Engineering Services, Contract No. PSA2026-001, for a three-year period with
two one-year renewal options effective October 1, 2026, for a combined total
amount not to exceed $55,800,000, initially allocated as follows:
· AECOM Technical Services, Inc. - $27,900,000
· Jacobs Project Management Co. - $27,900,000; and
B. Authorize the General Manager to transfer funds between the two Professional
Services Agreements, as needed, to align contract budgets with actual workload
distribution, with no increase to the total Board-authorized amount.
AYES:Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Lisa
Landau, Tom Lindsey, Carlos Leon, Christine Marick, Robert Ooten,
Bonnie Peat, John Withers, Janet Nguyen (Alternate) and Cindy Tran
(Alternate)
NOES:None
ABSENT:Joyce Ahn and Pat Burns
ABSTENTIONS:None
INFORMATION ITEMS:
8. PROGRESSIVE DESIGN BUILD UPDATE 2026-4977
Originator: Mike Dorman
Mr. Dorman introduced Engineering Manager Don Cutler who provided a
PowerPoint presentation regarding the Progressive Design Build Update which
included the project and portfolio roadmap and costs, project highlights, timeline and
milestones, and the key takeaways.
ITEM RECEIVED AS AN:
Information Item.
DEPARTMENT HEAD REPORTS:
Mr. Dorman reported that there was an error in the Engineering Department budget
calculations of approximately 27 million dollars and advised that a budget amendment will be
brought before the Steering Committee and the Board of Directors for approval this month.
Page 5 of 6
OPERATIONS COMMITTEE Minutes July 1, 2026
Mr. Dorman also reported that the Bay Bridge Pump Station microtunneling is complete.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Vice Chair Leon declared the meeting adjourned at 5:31 p.m. to the next Regular Operations
Committee meeting to be held on Wednesday, September 2, 2026 at 5:00 p.m.
Submitted by:
_____________________
Tania Moore, CMC
Assistant Clerk of the Board
Page 6 of 6
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5031 Agenda Date:9/2/2026 Agenda Item No:2.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
COOPERATIVE PROCUREMENT WITH STATE OF CALIFORNIA,DEPARTMENT OF GENERAL
SERVICES FOR FUEL PURCHASE PROGRAM
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Change Order amount of $135,000 to Blanket Purchase Order 109745-OB for the
Fleet Fuel Program under the State of California Department of General Services Master
Agreement No. 5-19-99-19 with WEX Bank, for a total amount not to exceed $275,000 for the
term July 1, 2026, through June 30, 2027;
B. Approve a one (1) year renewal option at an amount not to exceed $275,000; and
C. Approve an annual contingency of $55,000 (20%).
BACKGROUND
Approval of this action allows the Orange County Sanitation District (OC San)to continue
participating in the State of California Fleet Card Program.Under this program,OC San purchases
fuel from fueling stations at a discounted rate.OC San has purchased fuel for vehicles and the
ocean monitoring vessel through the state program since 2009,which provides lower unit fuel costs
resulting from larger fuel volumes associated with the cooperative procurement.
The State of California,Department of General Services (DGS),and WEX Bank have recently
entered into a new Agreement for the fuel card payment service.This Agreement with WEX Bank
provides OC San a fuel card service.Local political subdivisions are allowed and encouraged to
participate under this Cooperative Agreement.Every OC San vehicle and ocean monitoring vessel
has a charge card to purchase gasoline or diesel fuel from local fueling stations.
In June of 2021 the Board of Directors authorized the use of the State of California,Department of
General Services Master Service Agreement No.5-19-99-19 with WEX Bank for Fleet Payment
System Services for the period beginning July 1,2021,through June 30,2022,for a total not to
exceed $250,000,with four one-year renewal options;and approved a $50,000 (20%)contingency
per year.The purchase order has expired,and a new Blanket Purchase Order was approved under
the General Manager’s authority for $140,000.
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File #:2026-5031 Agenda Date:9/2/2026 Agenda Item No:2.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Participate in local, state, and national cooperative purchasing programs
PROBLEM
The current purchase order amount is not sufficient for the remainder of the term;therefore,
additional funds are required.
PROPOSED SOLUTION
Approve change order funds to the current Blanket Purchase Order and a one-year renewal option to
continue operations under the program and align the term with the DGS Master Agreement.
TIMING CONCERNS
Timely approval is necessary to maintain uninterrupted participation in the State of California Fleet
Card Program and ensure continued access to WEX Bank fuel card services for OC San fleet
operations.
RAMIFICATIONS OF NOT TAKING ACTION
Without approval,OC San may experience an interruption in its ability to purchase fuel from
commercial fueling stations using fleet cards.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Master Services Agreement was competitively procured by the State of California DGS.
Through the DGS competitive procurement process,WEX Bank submitted the lowest bid and was
awarded the Master Services Agreement.A 20%contingency is requested to allow for variances in
market fuel prices and usage rates.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted (Budget FY 2026-27 &2027-28,Section 6,Page 107,Fleet Services)and the budget is
sufficient for the recommended action.
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File #:2026-5031 Agenda Date:9/2/2026 Agenda Item No:2.
Date of Approval Contract Amount Contingency
09/23/2026 $275,000 $55,000 (20%)
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
RM/NO/ls
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5041 Agenda Date:9/2/2026 Agenda Item No:3.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
QUARTERLY ODOR COMPLAINT REPORT
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Review and file the Fiscal Year 2025-26 Fourth Quarter Odor Complaint Report.
BACKGROUND
During the fourth quarter of FY 2025-26, the Orange County Sanitation District (OC San) had the
following attributable odor complaints: Plant No. 1 had three odor complaints, Plant No. 2 had zero
odor complaints, and the collection system had two odor complaints. A summary of the odor
complaints with a table tracking the history is included as an attachment.
RELEVANT STANDARDS
·Less than 10 events for the treatment plants, under normal operations
·Operate and maintain facilities to minimize impacts on surrounding communities, including
odor, noise, and lighting
·Less than 12 events for the collection system, under normal operations
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·FY 2025-26 Fourth Quarter Odor Complaint Report
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Orange County Sanitation District
Odor Complaint Report
Fiscal Year 2025/26 – 4th Quarter
1. Plant No. 1 Reclamation Facility Odor Complaint Summary
Plant No. 1 received three attributable odor complaints during the 4th quarter. The complaints were received between late April and early May. The intermittent odors were related to trickling filter media replacement work. Mitigation measures were implemented, including the installation and
continuous operation of a misting sprayer system to help control and neutralize odors. 2. Plant No. 2 Reclamation Facility Odor Complaint Summary
Plant No. 2 received zero attributable odor complaints during the 4th quarter. All odor complaints were thoroughly investigated and determined not to be associated with Plant No. 2 operations. 3. Collections Facilities Odor Complaint Summary The Collection System received two attributable odor complaints during the 4th quarter, originating from the City of Westminster and the City of Costa Mesa. These odor incidents were attributed to pressurization and sewer ventilation issues. The manholes were subsequently sealed to prevent further complaints. All Odor Complaints Tracking
Apr. 2026 to Jun. 2026 FY FY FY FY Cumulative FY 25/26
All Public
Complaints Collections P1 P2 Total Total Total Total Total
Attributable to OC San 2 3 0 5 4 3 5 17
Attributable 3 4 16 15 5 8 23 51
Complaints 5 7 16 20 9 11 28 68
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5048 Agenda Date:9/2/2026 Agenda Item No:4.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations and Maintenance
SUBJECT:
FLEET VEHICLE REPLACEMENT PURCHASES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve the purchase of replacement vehicles and electric utility carts for Orange County
Sanitation District’s fleet as initially approved in the adopted Fiscal Year 2026-27 Budget in the
not to exceed amount of $1,844,000; and
B. Authorize the General Manager and Purchasing Manager to purchase replacement vehicles
and carts during the fiscal year in the not to exceed amount listed above, utilizing the method
of procurement determined by the Purchasing Manager to be in the best interest of the
Orange County Sanitation District.
BACKGROUND
Orange County Sanitation District (OC San)maintains a fleet of vehicles and utility carts necessary to
meet business needs.The fleet is comprised of 7 heavy-duty equipment trucks,1 bus,43 medium-
duty trucks,59 light-duty trucks,20 sedans,22 SUVs,and 21 vans totaling 173 vehicles,and 163
electric utility carts.
OC San’s Fleet Services Division replaces vehicles as part of a fleet right-sizing and modernization
strategy.Replacement decisions are based on each unit’s ability to meet operational needs,as well
as its age,mileage,condition,reliability,and maintenance cost.All proposed replacement vehicles
and carts were identified as required for business needs during the fiscal year 2026-27 budget
preparation process.
The replacement vehicles are proposed annually during budget preparation.The Board
subsequently approves vehicle procurements under the capital equipment section of the budget in
June of each year.OC San evaluates available cooperative contracts,competitive solicitations,
manufacturer ordering programs,and other authorized procurement options to obtain favorable
pricing and vehicles that meet operational specifications.
OC San evaluates electric,hybrid,compressed natural gas,and other lower-emission technologies
for each replacement purchase based on operational requirements,available technology and
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File #:2026-5048 Agenda Date:9/2/2026 Agenda Item No:4.
infrastructure, lifecycle cost, and applicable regulations.
RELEVANT STANDARDS
·Participate in local, state, and national cooperative purchasing programs
·Ensure the public's money is wisely spent
·Maintain a proactive asset management program
PROBLEM
The vehicles and carts identified for replacement are approaching the end of their economically
useful lives.Their maintenance costs are increasing,their reliability and physical condition are
declining,and several units would require significant repairs to remain in service.The older units
also lack safety features available on current models.
PROPOSED SOLUTION
Authorize the General Manager and Purchasing Manager to purchase the budgeted replacement
units using a procurement method that provides the best value to OC San while meeting operational
requirements and applicable purchasing requirements.This flexibility will allow staff to quickly
respond to limited inventory,manufacturer ordering windows,and varying lead times without
exceeding the Board-approved amount.
TIMING CONCERNS
Vehicle inventory and manufacturer ordering windows can change before an item completes an
additional Committee and Board approval cycle.Delegating procurement authority within the
approved budget will allow staff to act when suitable units and favorable pricing are available,
reducing the risk of extended lead times or higher costs.
RAMIFICATIONS OF NOT TAKING ACTION
Without approval,OC San would continue operating units that have been identified for replacement
because of age,condition,maintenance cost,or reliability.This would increase the risk of
unscheduled repairs,service interruptions,higher operating costs,and reduced availability of
vehicles needed by staff.Delayed replacement would also postpone the introduction of current
safety features.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Typical procurement methods for vehicles and carts have been competitive low bids and utilizing
cooperative contracts through the State of California Department of General Services or other
organizations meeting the same procurement requirements as OC San.
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File #:2026-5048 Agenda Date:9/2/2026 Agenda Item No:4.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2026-27 and 2027-28,Section 8,Page 86,Capital Equipment -Fleet
Services) and the budget is sufficient for the recommended action.
Date of Approval Contract Amount Contingency
09/23/2026 $1,844,000 0%
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5059 Agenda Date:9/2/2026 Agenda Item No:5.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
PROCUREMENT OF COOPER LSVB INTAKE MANIFOLDS AT PLANT NO. 1
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Cooper Machinery Services, LLS for the
procurement of two spare air intake manifolds for three engines in Central Generation at Plant
No. 1 for a total amount not to exceed $242,431, including applicable sales tax & freight, and;
B. Approve a contingency of $24,243 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)operates three clean-burn internal combustion
engines that generate electricity at the Plant No.1 Central Generation (Cen Gen)facility.Cen Gen
also provides process heat to the digester complex at Plant No.1.They also use methane-rich
digester gas produced during wastewater treatment,reducing emissions and supporting compliance
with South Coast Air Quality Management District permit requirements.
CenGen engine components must meet original equipment manufacturer (OEM)specifications to
maintain performance,efficiency,and emissions compliance.Air intake manifolds are critical engine
components that distribute combustion air to the cylinders.A damaged or failed manifold can disrupt
airflow,cause uneven combustion,increase emissions,and result in an engine shutdown.
Maintaining spare manifolds is necessary to support reliable CenGen operation.
RELEVANT STANDARDS
·Operate and maintain facilities to minimize impacts on surrounding communities,including
odor, noise, and lighting
·24/7/365 treatment plant reliability
·Maintain a proactive asset management program
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File #:2026-5059 Agenda Date:9/2/2026 Agenda Item No:5.
PROBLEM
OC San does not currently have spare air intake manifolds for the three engines at Plant No.1
CenGen.The existing manifolds have experienced wear and require minor crack repairs,increasing
the risk of an unplanned engine outage if a manifold fails.
PROPOSED SOLUTION
Approve a Sole Source Purchase Order to procure two spare LSVB Air Intake Manifolds for the
Cooper Bessemer engines at Plant No.1 to maintain asset availability and minimize process
downtime.
TIMING CONCERNS
The air intake manifolds have an estimated manufacturing and delivery lead time of approximately 25
weeks.Procuring the manifolds while the existing units remain serviceable will reduce the risk of an
extended engine outage resulting from an unexpected failure.
RAMIFICATIONS OF NOT TAKING ACTION
Without spare air intake manifolds,a manifold failure could result in an extended engine outage while
a replacement is manufactured and delivered.Given the estimated 25-week lead time,the loss of an
engine could significantly affect electrical reliability,digester heating capability,emissions
performance, and OC San's ability to maintain permit compliance.
PRIOR COMMITTEE/BOARD ACTIONS
August 2017 -Approved Cooper Bessemer (Cooper Machinery)as an Original Equipment
Manufacturer (OEM) Sole Source provider for CenGen engine components.
ADDITIONAL INFORMATION
Cooper Machinery Services LLC is a Board of Directors-approved OEM vendor for all CenGen
engine components.A 10%contingency is requested in the event of pricing changes due to tariffs,
delays in placing the order beyond valid quote dates, or other unforeseeable changes.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item is
budgeted (Budget FY 2026-27 and 2027-28,Section 6,Page 128,Repairs &Maintenance)and the
budget is sufficient for the recommended action.
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File #:2026-5059 Agenda Date:9/2/2026 Agenda Item No:5.
Date of Approval Contract Amount Contingency
09/2/2026 $242,431 $24,243 (10%)
ATTACHMENT
The following attachment(s)may be viewed online at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
SY:sp:at:mm
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5058 Agenda Date:9/2/2026 Agenda Item No:6.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
PLANT NO. 2 TRICKLING FILTER A, B, & C FILAMENT-WOUND BUSHINGS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Purchase Order to Ovivo USA, LLC for four filament-wound bushing
conversions for Plant No. 2, for an amount not to exceed $370,940, plus applicable sales tax;
and
B. Approve a contingency of $37,094 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)trickling filter at Plant No.2 consists of three 150-
foot-diameter rotating assemblies.This trickling filter process provides secondary treatment at an
average capacity of 60 MGD during dry weather and approximately 182 MGD during peak wet
weather.The trickling filters are engineered to remove organic content from wastewater,using
microorganisms living on the filter media.Each trickling filter is equipped with a motor-operated rotary
distributor assembly to uniformly distribute the primary treated flow over the media.
Stabilizer bushings are critical components of the trickling filter rotary distributor.The existing bronze
bushings require manual grease injections every two weeks.Replacing the existing bronze bushings
with filament-wound bushings will eliminate the need for routine lubrication,reduce confined-space
entry requirements, and help maintain optimal equipment performance.
RELEVANT STANDARDS
·Maintain a proactive asset management program.
·Meet volume and water quality needs for the GWRS
PROBLEM
The Plant No.2 trickling filter rotary distributors have experienced repeated equipment failures due to
inadequate lubrication of the stabilizer bushing assemblies and harsh working environments.A more
reliable stabilizer bushing assembly is needed to reduce maintenance requirements,eliminate the
need for frequent routine lubrications,and improve the long-term reliability of the trickling filter rotary
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File #:2026-5058 Agenda Date:9/2/2026 Agenda Item No:6.
need for frequent routine lubrications,and improve the long-term reliability of the trickling filter rotary
distributors.
PROPOSED SOLUTION
Replace the current bronze stabilizer bushing assemblies on three trickling filters at Plant No.2 with
four new filament-wound stabilizer bushing conversions from the original equipment manufacturer
(OEM), Ovivo USA, LLC.
TIMING CONCERNS
The trickling filters at Plant No.2 are critical assets that support secondary treatment requirements.
Due to the high-frequency lubrication schedule and operating environment,there is a risk of failing to
meet the required plant process needs at Plant No.2.Additionally,this trickling filter provides all
secondary treatment for the Groundwater Replenishment System (GWRS) at Plant No. 2.
RAMIFICATIONS OF NOT TAKING ACTION
If no action is taken,the risk of equipment failure increases,which would render the plant unable to
meet process needs for supplying the required secondary treatment at Plant No.2 and would impact
the ability to provide water to the GWRS.
PRIOR COMMITTEE/BOARD ACTIONS
February 2018 -Approved Ovivo (Ovivo USA,LLC)as an Original Equipment Manufacturer (OEM)
Sole Source provider for trickling filter parts.
ADDITIONAL INFORMATION
The fourth bushing conversion will be used as a spare asset per OC San’s proactive asset
management program.
CEQA
N/A
FINANCIAL CONSIDERATIONS
The request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2026-27 and 2027-28,Section 6,Page 128,Repairs &Maintenance)and
the budget is sufficient for the recommended action.
Date of Approval Contract Amount Contingency
09/23/2026 $370,940 $37,094 (10%)
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File #:2026-5058 Agenda Date:9/2/2026 Agenda Item No:6.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
SY:sp:at:mm
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5063 Agenda Date:9/2/2026 Agenda Item No:7.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
BITTER POINT PUMP STATION MAIN SEWAGE PUMP OVERHAUL
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Flo-Services, Inc. for the repair of one Hidrostal
Main Sewage Pump for the Bitter Point Pump Station, for a total amount not to exceed
$149,755, including applicable sales tax and freight; and
B. Approve a contingency of $29,951 (20%).
BACKGROUND
The Orange County Sanitation District (OC San)operates 15 pump stations within its regional
collection system.The pump stations lift wastewater from low points where a gravity flow system
cannot be used and convey wastewater to the treatment plants.
The pumps in these stations require routine removal and restoration activities to maintain design
capacity and reliability.These pump stations are critical to the collection system operation and,in the
event of the loss of pumping capacity, may result in a backup or sewer spill.
RELEVANT STANDARDS
·Achieve less than 2.1 sewer spills per 100 miles
·Commitment to safety & reducing risk in all operations
·Protect OC San assets
PROBLEM
One Main Sewage Pump (MSP)at the Bitter Point Pump Station requires removal from service.OC
San will install the available spare pump to maintain the station’s pumping capacity and operational
redundancy.The removed pump must then be repaired and overhauled to restore it to serviceable
condition and replenish OC San’s spare-pump capability for future maintenance needs or equipment
failures.
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File #:2026-5063 Agenda Date:9/2/2026 Agenda Item No:7.
PROPOSED SOLUTION
Approve a Sole Source Purchase Order to Flo-Services,Inc.to repair and overhaul the removed
MSP.Upon completion,the pump will be returned to OC San’s spare-pump inventory,restoring the
availability of a serviceable spare for future planned maintenance or unanticipated pump failures.
TIMING CONCERNS
Timely completion of the overhaul is necessary to minimize the period during which OC San does not
have an available spare MSP for the Bitter Point Pump Station.Restoring the spare-pump capability
will allow OC San to respond promptly to future maintenance needs or equipment failures while
maintaining pumping capacity and operational redundancy.
Replacement MSPs have long procurement lead times,making it impractical to quickly replace the
spare if it is unavailable.
RAMIFICATIONS OF NOT TAKING ACTION
Not proceeding with the repair would leave OC San without a serviceable spare MSP for the Bitter
Point Pump Station.If an installed pump requires maintenance or experiences an unanticipated
failure,the station could have reduced pumping capacity and operational redundancy for an
extended period, increasing the risk of a wastewater backup, service disruption, or sewer spill.
PRIOR COMMITTEE/BOARD ACTIONS
August 2025 -Approved Flo-Services,Inc.as an Original Equipment Manufacturer (OEM)Sole
Source provider for Hidrostal Pump Repairs and Services.
ADDITIONAL INFORMATION
Flo-Services,Inc.is Hidrostal’s sole authorized representative in OC San’s service area and is
qualified to perform the required pump repairs.A 20%contingency is recommended to address
additional repairs or replacement components that may be identified after the pump is disassembled
and inspected.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted (Budget FY 2026-27 and 2027-28,Section 6,Page 100,Repairs &Maintenance)and the
budget is sufficient for the recommended action.
Date of Approval Contract Amount Contingency
09/02/2026 $149,755 $29,951 (20%)
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File #:2026-5063 Agenda Date:9/2/2026 Agenda Item No:7.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
NO:ag:ls
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4913 Agenda Date:9/2/2026 Agenda Item No:8.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORT
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Engineering Program Contract Performance Report for the period ending June
30, 2026.
BACKGROUND
The Engineering Program involves awarding and managing multiple construction and consulting
contracts.In 2008,the Orange County Sanitation District (OC San)Board of Directors began
authorizing contingencies along with construction and consulting contracts,allowing the General
Manager to approve construction change orders and amendments to consulting contracts up to the
amount of the authorized contingency.This practice reduces administrative costs,expedites
resolution of project issues that arise,helps avoid contractor delay claims,and facilitates efficient
management of many contracts.
The Engineering Program Contract Performance Report summarizes construction and consulting
contract performance and activities for the quarter ending June 30,2026.This report is updated
quarterly and includes a summary of the General Manager approved contract contingencies among
other key performance indicators.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Engineering Program Contract Performance Report for the period ending June 30, 2026
MD:lb
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4800 Agenda Date:9/2/2026 Agenda Item No:9.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
PARTIAL QUITCLAIM DEED, EASEMENT RELINQUISHMENT AGREEMENT, GRANT OF
EASEMENT, AND ENCROACHMENT AGREEMENT AT 3150 BEAR STREET, COSTA MESA
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Director to:
A. Approve the execution of a Partial Quitclaim Deed and the Easement Relinquishment
Agreement for an easement at 3150 Bear Street, Costa Mesa, California, with MTHCALV-I
BEAR STREET, LLC, and accept $165,000 as consideration for the relinquished easement
rights, together with a Grant of Easement and an Encroachment Agreement, in forms
approved by General Counsel; and
B. Direct the Clerk of the Board to record documents with the Orange County Clerk-Recorder’s
Office.
BACKGROUND
MTHCALV-I BEAR STREET,LLC is constructing a 142-unit single-family residential development
consisting of attached and detached homes located at 3150 Bear Street in Costa Mesa.To
accommodate the proposed development, three separate real estate actions are required.
Partial Quitclaim of Easement and Easement Relinquishment Agreement:The developer has
requested that Orange County Sanitation District (OC San)partially quitclaim an underutilized portion
of its existing easement located near the northeast corner of the property,as depicted in Exhibit B of
the Quitclaim Deed.As consideration for the partial relinquishment of easement rights,the developer
will pay OC San.The value of the relinquishment was established based on a property survey and a
formal appraisal prepared by a licensed real estate appraiser.
Grant of Easement:To maintain long-term access to OC San's facilities,the developer will grant OC
San a new access easement over a portion of the property,as depicted in Exhibit A of the Grant of
Easement.The new access easement provides an alternative access route and ensures OC San
retains the necessary access for the operation, maintenance, and protection of its facilities.
Encroachment Agreement:The developer and OC San will enter into an Encroachment Agreement
authorizing the construction and installation of paving,a private storm drainage system and
associated utilities within the easement area,together with parking facilities,landscaping and
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File #:2026-4800 Agenda Date:9/2/2026 Agenda Item No:9.
associated utilities within the easement area,together with parking facilities,landscaping and
planting improvements,turf block,and an access roadway.The Encroachment Agreement
authorizes these improvements within OC San's property interests established under that certain
Final Judgment in Condemnation,recorded November 15,1962,in Book 6324,Page 712 of the
Official Records of Orange County,California,while preserving OC San's property rights and
continued access to its facilities.
RELEVANT STANDARDS
·Protect OC San assets
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
·Operate and maintain facilities to minimize impacts on surrounding communities,including
odor, noise, and lighting
PROBLEM
OC San retains its easement rights at 3150 Bear Street unless and until a Quitclaim Deed is
recorded.Any improvements or encroachments within OC San's easement areas require prior
approval and authorization from OC San.
PROPOSED SOLUTION
Approve the Partial Quitclaim Deed,Easement Relinquishment Agreement,Grant of Easement,and
Encroachment Agreement.
TIMING CONCERNS
Development is starting to move forward.If these actions do not occur,it could lead to potential
delays.
RAMIFICATIONS OF NOT TAKING ACTION
The proposed improvements would remain an unauthorized encroachment within OC San's existing
easement,and OC San would have reduced access to its sewer infrastructure for future operation,
maintenance, and emergency response activities.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
CEQA
N/A
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File #:2026-4800 Agenda Date:9/2/2026 Agenda Item No:9.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Partial Quitclaim Deed
·Easement Relinquishment Agreement
·Grant of Easement
·Encroachment Agreement
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Recorded at the request of
Orange County Sanitation District
When Recorded Mail to:
Orange County Sanitation District
Clerk of the Board
18480 Bandilier Circle
Fountain Valley, CA 92708
This document is recorded for the benefit of Orange County Sanitation
District and is therefore exempt from the payment of the recording fee
pursuant to Government Code Section 27383 and from the payment of
the documentary transfer tax pursuant to Revenue and Taxation Code
Section 11922.
Space above this line for Recorder's Use
QUITCLAIM DEED
Assessor's Parcel Number: 141-521-49 (Portion)
The undersigned Grantor(s) declare(s):
Documentary transfer tax is $0
Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.
Unincorporated area City of Costa Mesa, and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Orange
County Sanitation District, a California special district (“GRANTOR”), hereby remises,
releases and forever quitclaims to MTHCALV-I BEAR STREET LLC, a Delaware limited
liability company (“GRANTEE”), its successors and assigns, all that real property together with
the right title and interest in the City of Costa Mesa, County of Orange, State of California
described in Exhibit A and shown on Exhibit B, which is attached hereto and by this reference
made a part hereof.
Dated_______________
Orange County Sanitation District
______________________________
Robert C. Thompson
General Manager
APPROVED AS TO FORM:
By: ____________________________
Scott C. Smith
General Counsel
ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On before me,___________________________________________, a
(Name of Notary)
Notary Public, personally appeared _________________________________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
55880.00700\45250173.2
1
EASEMENT RELINQUISHMENT AGREEMENT
This Easement Relinquishment Agreement (“Agreement”) is entered into by ORANGE
COUNTY SANITATION DISTRICT, a California special district (“District”) and
MTHCALV-I BEAR STREET, LLC, a Delaware limited liability company (“Owner”) as of the
date the last of the Parties executes this Agreement (“Effective Date”). District and Owner are
sometimes individually referred to as a “Party” and collectively as “Parties.”
RECITALS
A. Owner owns certain real property located in the City of Costa Mesa, County of Orange,
State of California commonly known as 3150 Bear Street, Costa Mesa, CA 92626,
Assessor’s Parcel Nos. 141-521-48 and 141-521-49 (the “Property”).
B. District is the holder of an easement on a portion of the Property for access purposes
(“Existing Easement”) pursuant to that certain Grant Deed recorded April 28, 1965, as
Book 7498, Page 934 of the Official Records of Orange County, California (the “Official
Records”), and Director’s Deed (Quitclaim) recorded November 19, 1975, as Book 11572,
Page 1364 of the Official Records.
C. District has determined that the Existing Easement is no longer necessary to be retained for
its uses and purposes and is authorized to sell or otherwise relinquish its interests in the
Existing Easement in accordance with California Health & Safety Code Section 4743, and
subject to the terms of this Agreement.
D. In connection with Owner’s intended redevelopment of the Property (the “Project”),
Owner has agreed to grant to District a new easement on and over a different portion of the
Property (the “New Easement”) as additional consideration for the sale and relinquishment
of the District’s interests in the Existing Easement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and in light
of the above Recitals, the Parties hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals. The Recitals set forth above are true and correct and are
incorporated into this Agreement by this reference.
2. Sale and Relinquishment of Existing Easement. Pursuant to the terms and conditions set
forth in this Agreement, District hereby agrees to sell and relinquish the Existing Easement to
Owner.
3. Purchase Price. As consideration for the sale and relinquishment of the Existing Easement,
Owner shall pay District the total sum of One Hundred Sixty Five Thousand and 00/100 Dollars
($165,000.00) (“Purchase Price”), the receipt of which is hereby acknowledged by the District as
of the execution of this Agreement by the District. In addition, as additional consideration for the
sale and relinquishment of the Existing Easement, Owner shall execute and deliver to District
concurrently with the execution of this Agreement an Easement Deed for the New Easement in the
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form attached hereto as Exhibit “B” and incorporated herein by this reference (the “Easement
Deed”).
4. Quitclaim of Existing Easement. Upon receipt by District of the Purchase Price and the
duly executed Easement Deed, District agrees to promptly execute and acknowledge a Quitclaim
Deed in favor of Owner conveying District’s interest in the Existing Easement (the “Quitclaim
Deed”). The form of the Quitclaim Deed is attached hereto and incorporated herein as Exhibit “A.”
5. Recording of Easement Deed and Quitclaim Deed. Unless otherwise agreed to by the
Parties in writing, upon execution of the Quitclaim Deed, the District shall promptly arrange for
the recording of the Easement Deed and the Quitclaim Deed in the Official Records. The Parties
agree that the order of recording shall be as follows: (1) first, the Easement Deed, and (2) second,
the Quitclaim Deed.
6. Cost and Fees. Owner shall pay or reimburse District, as applicable, for the recording fees
that District incurs in connection with the recording of the Easement Deed and the Quitclaim Deed.
7. Taxes. In the event that there are any taxes, including but not limited to, any documentary
transfer taxes, due as a result of the sale or relinquishment of the Existing Easement, Owner shall
be responsible for paying any and all such taxes assessed and due.
8. Attorneys’ Fees. In the event of a dispute, demand, claim, or action or other proceeding
between the Parties with respect to the interpretation of the terms or conditions of this Agreement
or the respective rights of the Parties pursuant to this Agreement, the prevailing Party shall be
entitled to collect from the other its reasonable attorneys’ fees, costs and expenses, and other costs
of litigation, if any, as established by the judge or arbitrator proceeding over such dispute.
9. Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit
of Owner and District and their respective successors and permitted assigns. Owner shall not
assign this Agreement, nor any part hereof, without the prior written consent of the District.
10. Entire Agreement, Waivers, and Amendments. This Agreement incorporates all of the
terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and
previous agreements between the parties with respect to all or part of the subject matter hereof. All
waivers of the provisions of this Agreement must be in writing and signed by the appropriate
authorities of the party to be charged. Any amendment or modification to this Agreement must be
in writing and executed by Owner and District.
11. Time of Essence. The Parties acknowledge that time is of the essence in this Agreement.
12. Interpretation and Construction. The Parties agree that each Party has reviewed this
Agreement and that each has had the opportunity to have their legal counsel review and revise this
Agreement and that any rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not apply in the interpretation of this Agreement or any amendments or
Exhibits thereto. This Agreement shall be construed according to its fair meaning and as if
prepared by both parties hereto. The captions of the sections and subsections of this Agreement
are for convenience and reference only, and the words contained therein shall in no way be held
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to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions
of this Agreement.
13. Execution in Counterpart; Electronic Signatures. This Agreement may be executed in
several counterparts, and all so executed shall constitute one agreement binding on both parties
hereto, notwithstanding that both parties are not signatories to the original or the same counterpart.
If authorized by law, the parties shall be entitled to manually sign and transmit this Agreement by
electronic means (whether by PDF, or other email transmission) and are entitled to electronically
sign and transmit this Agreement via DocuSign, AdobeSign, or other similar digital signature
software, which signature shall be binding on the party whose name is contained therein. Each
party providing an electronic signature agrees to promptly execute and deliver to the other party
an original signed Agreement upon request.
14. Governing Law; Venue. The existence, validity, construction, operation and effect of this
Agreement and all of its terms and provisions shall be determined in accordance with the laws of
the State of California. Any action at law or in equity brought by either of the Parties hereto for
the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court
of competent jurisdiction in the County of Orange, State of California, and the Parties hereby
waive all provisions of law providing for a change of venue in such proceedings to any other
county.
15. Severability. In case any part, term, portion or provision of this Agreement is determined
to be illegal, invalid or unenforceable, the remaining parts, terms, portions and provisions shall
remain valid, enforceable, and in full force and effect.
16. Real Estate Brokerage Commission. Each Party represents and warrants that neither Party
has retained any brokers or finders to represent its interest in connection with this transaction. Each
Party agrees to indemnify and hold the other harmless from and against all liabilities, costs,
damages, and expenses, including, without limitation, reasonable attorneys’ fees, resulting from
any claims or fees or commissions, based upon agreements by it, if any, to pay any additional
broker’s commission and/or finder’s fee.
17. Authority to Enter Agreement. Each Party has all requisite power and authority to conduct
its business and to execute, deliver, and perform this Agreement. Each Party warrants that the
individuals who have signed this Agreement have the legal power, right, and authority to make
this Agreement and bind each respective Property.
[signatures on following page]
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IN WITNESS WHEREOF, the Parties hereby execute this Agreement effective as of the
Effective Date:
OWNER:
MTHCALV-I BEAR STREET, LLC, a Delaware limited liability company
By: MTHCA LAND VENTURE I LLC, a Delaware limited liability company, its sole
member
By: CALIFORNIA URBAN HOMES, LLC, a California limited liability company, its
managing member
By: MERITAGE HOMES OF CALIFORNIA, INC., a California corporation, its
sole member
By:
Nick Emsiek, Division President-Southern California
Date:
ORANGE COUNTY SANITATION DISTRICT
a California special district
By:
Robert C. Thompson, General Manager
ATTEST:
By:
Kelly Lore, Clerk of the Board
APPROVED AS TO FORM:
By:
Scott Smith, General Counsel
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Recording Requested by:
Orange County Sanitation District
When Recorded Mail to:
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
Attn: Clerk of the Board
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
Portion of APN(s): 141-521-49
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE, § 27383
EXEMPT FROM DOCUMENTARY TRANSFER TAX PER
REVENUE AND TAXATION CODE, § 11922
GRANT OF EASEMENT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
MTHCALV-I BEAR STREET, LLC, a Delaware limited liability company (“Grantor”), does
hereby grant and convey to the ORANGE COUNTY SANITATION DISTRICT, a California
public agency, its successors and assigns (“Grantee”), a non-exclusive easement (the “Easement”)
in perpetuity, for the purpose of vehicular and pedestrian ingress, egress and access to and from
adjacent public rights-of-way and Grantee’s public sewer or sewers and appurtenances located on
the land parcel where the Easement is located, over, along, upon and across that certain real
property located in Orange County, State of California (the “Easement Area”) as more particularly
described and depicted as follows:
SEE EXHIBITS “A” and “B”, attached hereto and made a part hereof
Nothing contained herein shall be deemed to limit Grantor’s right to grant other easements,
rights, privileges, and licenses on, across, over, or under any of the Easement Area, and the
Easement Area may be utilized by Grantor, its successors and assigns, for any purpose deemed
appropriate by Grantor, that is consistent with and will not unreasonably interfere with or
materially adversely affect Grantee’s use and exercise of its access rights under the Easement.
Grantee shall, at its sole cost and expense, promptly repair any damage to the Easement Area to
the extent resulting from Grantee’s exercise of the Easement, reasonable wear and tear excepted,
restoring the Easement Area to substantially the same condition as existed prior to Grantee’s entry
and use, which obligation shall survive the termination of the Easement. Except for Grantee’s
restoration obligation as expressly set forth herein, Grantee shall have no obligation or liability
with respect to the maintenance or repair of the Easement Area.
Grantor shall not permit, construct or maintain any gate across the Easement Area, unless
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Grantee has been provided the key, an access code or similar means of obtaining access through
such gate.
The terms and covenants of this easement and right-of-way shall bind and inure to the
benefit of the heirs, successors, executors, administrators, and assigns of Grantor and its heirs,
successors, and assigns of Grantee. Nothing contained in this Agreement shall create or shall be
deemed to create any easements or use rights in the general public or constitute a public dedication
for any public use whatsoever.
Grantor, for itself, its successors and assigns, covenants with Grantee, its successors and
assigns, that Grantor has the full power and lawful authority to grant and convey the Easement
pursuant to this Easement Deed.
Grantor has duly executed this Grant of Easement Deed on this ____ day of
____________________, 2026.
GRANTOR:
MTHCALV-I BEAR STREET, LLC,
a Delaware limited liability company
Signed: ___________________________________
Printed
Name:
(Attach notary acknowledgment)
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached and not the truthfulness accuracy or validity of that document.
State of California
County of ________________
On ____________________ before me, ___________________________a Notary Public, personally appeared
_______________________________________________ who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
SEAL
WITNESS my hand and official seal
_______________________________
Signature of Notary
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EXHIBIT A
LEGAL DESCRIPTION OF EASEMENT
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EXHIBIT B
PLAT MAP OF EASEMENT
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CERTIFICATE OF ACCEPTANCE
(Pursuant to California Government Code §27281)
This is to certify that the interest in real property conveyed by the Grant of Easement Deed dated
_____________, 20__ from MTHCALV-I BEAR STREET, LLC, a Delaware limited liability
company, Grantor, to the ORANGE COUNTY SANITIZATION DISTRICT, a California public
agency, Grantee, is hereby accepted by order of the Board of Directors on ____________, 20__,
and delegated certification to the undersigned officer on behalf of Grantee pursuant to authority
conferred by Resolution No. _______ adopted by the Board of Directors of the Orange County
Sanitation District, on ___________________, 20__ and the Grantee consents to recordation
thereof by its duly authorized officer.
Dated
ORANGE COUNTY SANITIZATION DISTRICT
By:
Kelly A. Lore
Clerk of the Board
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Orange County Sanitation District
Attn: Kelly Lore, Clerk of the Board
18480 Bandilier Cir
Fountain Valley, CA 92708
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
Documentary Transfer Tax Exempt Under Revenue and Taxation Code Section 11922
Recording Fee Exempt Under Government Code Section 27383
ENCROACHMENT AGREEMENT
Date: ___________________, 2026
Easement and Right-of-Way Owner (as Permittor or “OC San”): ORANGE COUNTY
SANITATION DISTRICT, A CALIFORNIA SPECIAL DISTRICT
Name of Property Owner(s) (“Permittee”): MTHCALV-I BEAR STREET, LLC, a Delaware
limited liability company
OC SAN and Permittee enter into this Encroachment Agreement as of the date indicated above
for the property described below and pursuant to the terms and conditions provided as follows:
Assessor’s Parcel Number(s) of Property: 141-521-48, 141-521-49
Street Address of Property (“Property”): 3150 Bear St., Costa Mesa, CA 92626
Description of Encroachment(s) (“Encroachment”): The construction and installation of paving,
a private storm drainage system, and associated utilities within the Easement Area, together with
the development of parking facilities, landscaping and planting improvements, and the
installation of turf block and an access roadway.
Location of Encroachment(s) (“Affected Property”): On, over, and across the OC San’s easement
as granted to OC San under that certain Final Judgment in Condemnation recorded on November
15, 1962, in Book 6324, Page 712 in Official Records of Orange County, California (“Grant of
Easement”).
Deposit Amount (“Deposit”) (if required): N/A
Form of Financial Responsibility (if required): N/A
Minimum Limits of Liability Insurance required: Permittee shall obtain and maintain insurance
in forms and amounts required herein. A minimum of not less than one million dollars
($1,000,000) bodily injury and property damage must be maintained at all times.
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1. Agreement Terms and Conditions: The Orange County Sanitation District (“OC San”)
permits the Permittee to construct, maintain, use, repair, replace and operate the
Encroachment on the Affected Property as expressly described in this Encroachment
Agreement (“Agreement”) and subject to all terms and conditions contained herein.
2. OC San’s Interest in the Property: Permittee desires to maintain, use, and operate the
Encroachment on the Affected Property. OC San has an easement interest in the
Affected Property for, among other purposes, the operation and maintenance of its sewer
line. OC San is willing to allow the Encroachment to remain on the Affected Property
subject to all the terms of this Agreement.
3. Maintenance of Encroachment: The Permittee shall retain ownership of the
Encroachment and OC San shall have no obligation to monitor the use of, or to maintain,
the Encroachment. The Permittee specifically acknowledges and agrees that the rights
granted to the Permittee under this Agreement impose a duty on the Permittee to OC San
and the general public to maintain the Encroachment in a safe condition. The Permittee,
therefore, agrees to keep and maintain the Encroachment in good order and repair at the
Permittee’s sole cost and expense and to the following conditions:
a. Trees & Landscaping – Permittee’s duty to maintain shall include, but is not
limited to, periodic pruning and care of all landscaping material installed as part
of the Encroachment.
b. No Notice Required – Permittee’s duty to keep, maintain, and repair the
Encroachment shall be exercised and performed without regard to whether OC
San has notified the Permittee of the need for such repairs or maintenance or
whether OC San has performed repairs or maintenance of the Encroachment in
the past.
c. Failure to Maintain – Permittee’s failure to comply with the requirements and
obligations of this Paragraph, or the performance of such obligations in a
negligent manner, that is not cured within fourteen (14) days after receiving
written notice from OC San shall constitute a material breach of this Agreement
and shall further constitute negligence and shall make the Permittee fully liable to
the general public, any private party, or OC San if the Permittee’s negligence
under this paragraph is a proximate cause of any injury or damage.
d. Breach - Permittee’s failure to comply with the requirements and obligations of
this Paragraph within fourteen (14) days after receiving written notice from OC
San shall constitute a material breach of this Agreement. In the event of such a
breach, OC San may, but is not obligated to, pursue either of the following
courses of action:
i. Enter the Affected Property to conduct reasonable maintenance, the costs
of which shall be Permittee’s sole responsibility. Permittee hereby
authorizes OC San to record a lien against the Affected Property if
Permittee fails to deliver payment within fourteen (14) days after receiving
a request for repayment from OC San.
ii. Terminate this Agreement subject to the provisions of Paragraph 6 below.
This may include, but is not limited to, removal of all Encroachments on
the Affected Property at Permittee’s sole cost and expense.
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Page 3 of 8
4. Other Approvals: Permittee shall obtain all necessary authorizations and permits from
appropriate municipalities and agencies before installing, constructing, or modifying the
Encroachment. Permittee shall maintain the Encroachment in strict compliance with the
terms and conditions of (i) this Agreement, (ii) OC San Standard Drawings S-080, or
versions of the standards as published by OC San at the time of the construction, and (iii)
all other permits or authorizations necessary to construct, maintain, or operate the
Encroachment.
5. No Expansion or Relocation: Permittee shall not expand, intensify, increase, or in any
way modify the Encroachment without first securing a new or amended encroachment
permit, an amendment to this Agreement, or a new encroachment agreement from OC
San. Except as expressly permitted by this Agreement, Permittee shall immediately
remove, and refrain from subsequently reinstalling or reconstructing, all improvements,
structures, or equipment located on the Affected Property.
6. Termination: The rights granted under the Agreement may be terminated by the OC San
at any time for any reason or no reason by giving thirty (30) days written notice to
Permittee at Permittee’s last known address, specifying in said notice the date of
termination. In the event OC San determines that the Encroachment is an immediate risk
to the public health or safety, or that the Encroachment interferes with a need by the OC
San for emergency access which is required to maintain or repair OC San’s facilities
within the Affected Property, the rights granted under this Agreement may be terminated
immediately and without prior notice. In such an event, OC San shall provide Permittee
with written notice of the basis for the termination within ten (10) business days after the
termination. Nothing in this Paragraph shall be construed as limiting the ability of OC
San to maintain, remove, repair, renew, replace, or enlarge public improvements in the
Affected Property, as provided in Paragraph 7 of this Agreement. Upon termination of
the rights provided under this Agreement, OC San shall refund any unused portion of the
Deposit, if required.
7. OC San Access In the event OC San should be required to enter the Affected Property to
exercise its primary rights associated with the Affected Property, including but not
limited to the maintenance, removal, repair, renewal, replacement, or enlargement of
existing or future sewer facilities, OC San may remove all or portions of the
Encroachments as required. Under such circumstances, OC San shall provide written
notice to the Permittee of OC San’s intent to accomplish such work. Upon receiving at
least 24-hour notice from OC San, the Permittee shall remove the Encroachment by the
deadline specified in the notice and refrain from replacing or reinstalling the
Encroachment until OC San’s work is complete, and OC San shall notify Permittee upon
completion of such work. Advance notice of any work OC San reasonably believes is
necessary to resolve an emergency situation is not required under this Agreement. The
Permittee shall be responsible for and pay all costs necessary to arrange for the removal
of the Encroachment, if required, and for the costs of the renewal, replacement, or
restoration of the Affected Property upon the Permittee’s removal of the Encroachment.
In the event of an emergency situation or if the Permittee refuses or fails to remove the
Encroachment or otherwise perform any of the Permittee’s obligations under this
Agreement, then the Permittee shall reimburse OC San for any actual, out-of-pocket,
reasonable, documented costs OC San incurs in removing the Encroachment and/or
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Page 4 of 8
renewing, replacing, or restoring the Affected Property, and in partial satisfaction of the
Permittee’s obligation, OC San may withdraw funds from the Deposit, if any, and apply
the same to amounts owed by the Permittee hereunder.
8. If any entry gates to the Property is installed, Permittee shall provide OC San with
electronic access, Knox-Box, or other means acceptable to OC San to OC San to gain
unimpeded access to the Affected Property.
9. Breach: In the event Permittee breaches any material provision of this Agreement and
such breach is not cured within fourteen (14) days after receiving written notice from OC
San, OC San may terminate this Agreement as provided in Paragraph 6 of this
Agreement. If OC San elects to terminate this Agreement due to Permittee’s breach,
Permittee shall, at Permittee’s sole cost and expense, immediately cause the
Encroachment to be removed and the Affected Property appropriately renewed, replaced,
or restored. In the event Permittee refuses or fails to remove the Encroachment or
otherwise perform any of Permittee’s obligations under this Paragraph, then the Permittee
shall promptly reimburse OC San for any costs may incur in removing the Encroachment,
or any portion thereof, and/or renewing, replacing, or restoring the Affected Property.
OC San may withdraw funds from the Deposit, if any, in partial satisfaction of
Permittee’s obligation under this Paragraph. The rights of OC San under this Paragraph
are in addition to any and all rights OC San may have under Paragraphs 9 and 10 of this
Agreement. OC San shall not be responsible for any damages to the Permittee as a result
of OC San performing any work under the provisions off this Agreement, including, but
not limited, to, damages.
10. Default: In the event of a default by either party to this Agreement, the non-defaulting
party shall have available all remedies at law or equity. Such remedies shall be
cumulative and not exclusive of one another, and the exercise of any one or more of said
remedies shall not constitute a waiver or election with respect to any other available
remedy.
11. OC San Indemnification: Permittee agrees to and shall indemnify, defend, and hold OC
San, and OC San’s officers, agents, employees, and representatives, harmless from and
against any and all loss, damage, liability, claims, suits, costs, and expenses whatsoever,
including reasonable attorneys’ fees, caused by the installation, construction,
maintenance, use, or operation of the Encroachment, regardless of whether OC San
reviewed and approved any plans or inspected any work or improvement, including the
Encroachment. Permittee also agrees to post and maintain Liability Insurance in the form
and amounts specified above, if any, while the Encroachment is being constructed.
12. Financial Security: If a form and amount of Financial Security are indicated above, then
Permittee shall provide evidence of such Financial Security in the form and in the amount
as specified above. Such evidence of Financial Security shall be in a form and content
approved by OC San’s General Counsel. If required, Financial Security shall be provided
for the duration of the Agreement, and one form of Financial Security may be substituted
for another provided the replacement is first approved by OC San's General Counsel.
Notwithstanding the foregoing, Permittee shall not allow any lapse in any Financial
Security to occur without a new or approved substitute Financial Security to be in full
force and effect.
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13. Notices: All notices required or provided for under this Agreement shall be delivered in
person or in writing by first class mail, postage prepaid, or via recognized overnight
commercial carrier, addressed to the parties as indicated below or such other address as a
party may request by giving the other party ten (10) days’ written notice. Any notice so
delivered shall be effective upon the date of delivery.
Permittee: MTHCALV-I BEAR STREET, LLC
c/o Meritage Homes
230 Progress
Irvine, CA 92618
Attention: Division President
With a copy to: MTHCALV-I BEAR STREET, LLC
c/o Meritage Homes
18655 North Claret Drive, Suite 400
Scottsdale, AZ 85255
Attention: CA Regional Counsel
OC San as Permittor: ORANGE COUNTY SANITATION DISTRICT
Attn.: General Manager
18480 Bandilier Cir
Fountain Valley, CA 92708-7018
14. Successors and Assigns: Each of the obligations of the Permittee pursuant to this
Agreement shall run with the Property and shall be binding on each successive owner of
the Property and its heirs, administrators, successors, and assigns during the ownership
thereof. In the event that, in connection with the development of the Property, Permittee
or its successor in interest forms a homeowners, community, or condominium association
(the “Association”) to oversee and administer, among other things, the maintenance of
certain common areas or common elements located on the Property, then this Agreement
shall automatically be deemed assigned to the Associated upon conveyance of the
Affected Property to the Association, whereafter Permittee and its successor(s) in interest
shall have no further obligations or liability hereunder and OC San shall look solely to
the Association as to all obligations under this Agreement.
15. Grant of Easement Controls: If there is any conflict between the provisions of this
Agreement and the provisions of the Grant of Easement, the provisions of the Grant of
Easement shall control.
16. Authority to Execute and Bind. OC San and Permittee each represent and warrant that
the person(s) executing this Agreement has full and complete legal authority to do so and
thereby binds the party to this Agreement.
17. Entire Agreement. Except for those documents referenced or incorporated herein, this
Agreement reflects the entire agreement between OC San and Permittee and shall
supersede all prior or contemporaneous oral or written understandings, statements,
representations or promises between the OC San and Permittee concerning the matters
contained herein.
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18. Governing Law. This Agreement shall be construed, enforced and interpreted in
accordance with the laws of the State of California. Venue for the resolution of any
disputes or the enforcement of any rights arising out of or in connection with this
Agreement shall be in a court of competent jurisdiction in the County of Orange.
19. Fees and Costs. OC San and Permittee shall each bear their own attorneys' fees and
costs incurred in connection with negotiating the matters described in this Agreement.
20. Severability. In case any part, term, portion or provision of this Agreement is
determined to be illegal, invalid or unenforceable, the remaining parts, terms, portions
and provisions shall remain valid, enforceable, and in full force and effect.
21. Amendment to Agreement. This Agreement may only be amended by a written
agreement executed by OC San and Permittee.
22. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and all of such counterparts together shall constitute one and
the same instrument.
23. Recording. It is understood and agreed that the fully executed Agreement may be
recorded in the Recorder’s Office for the County of Orange.
[Signatures on the following page.]
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IN WITNESS WHEREOF, OC San and Permittee have caused this Agreement to be executed as
of the day and year first written above.
PERMITTEE(S)
MTHCALV-I BEAR STREET, LLC, a Delaware limited liability company
By: MTHCA LAND VENTURE I LLC, a Delaware limited liability company, its sole
member
By: CALIFORNIA URBAN HOMES, LLC, a California limited liability company, its
managing member
By: MERITAGE HOMES OF CALIFORNIA, INC., a California corporation, its
sole member
By:
Nick Emsiek, Division President – Southern California
ORANGE COUNTY SANITATION DISTRICT
By:
Robert C. Thompson, General Manager
ATTEST:
By:
Kelly Lore, Clerk of the Board
APPROVED AS TO FORM:
By:
Scott Smith, General Counsel
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(3150 Bear Street Encroachment Agreement)
ACKNOWLEDGMENT
A Notary public or other officer completing this certificate verifies
only the identity of the individual who signed the document to
which this certificate is attached, and not the truthfulness,
accuracy, or validity of the document.
State of California
County of Orange
On __________________, before me, ________________________, Notary Public, personally
appeared ________________________________________________ who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
(Seal)
Signature: _____________________________
Date: __________________________
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5035 Agenda Date:9/2/2026 Agenda Item No:10.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
LEASE AGREEMENT WITH FOUNDERS RSG LP,PROVIDING ORANGE COUNTY SANITATION
DISTRICT PARCEL FOR PARKING AND/OR RELATED ACTIVITIES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve the execution of a Lease Agreement with Founders RSG LP,a California limited
partnership,to allow paving,striping,parking,and related improvements over a 4-foot wide portion of
the Orange County Sanitation District's 50-foot wide utility corridor which abuts 21532 South
Brookhurst Street in Huntington Beach,for an initial term of five (5)years beginning on the date the
Agreement is executed;and an option to extend for up to two (2)additional five-year periods,at an
annual rent of $500,and the collection of $442.50 in back rent,for the interim occupancy period,in a
form approved by General Counsel.
BACKGROUND
Since 1993,the Orange County Sanitation District (OC San)has leased a four-foot-wide portion of its
50-foot-wide utility corridor adjacent to 21532 South Brookhurst Street,Huntington Beach,to support
additional parking within the adjoining commercial center.The leased area has historically been
used for portions of a trash enclosure,parking,and related improvements that benefit the adjacent
commercial property while remaining compatible with OC San's ownership and operational
requirements.
The most recent lease agreement with Megdal Green,LLC expired on November 20,2023.
Following the lease expiration,OC San learned that ownership of the adjoining commercial property
had transferred to Founders RSG LP on April 27,2022.OC San subsequently worked to identify and
contact the new property owner to negotiate a replacement lease agreement.
The proposed lease agreement with Founders RSG LP will allow the continued use of the four-foot-
wide portion of OC San's 50-foot-wide utility corridor.The agreement provides for an annual rental
payment of $500 for a five-year term.Founders RSG LP will be responsible for maintaining all
improvements within the leased area in good condition throughout the term of the lease.
Notwithstanding the five-year term,either party may terminate the lease for any reason by providing
at least sixty (60) days' advance written notice to the other party.
In addition,the proposed lease requires Founders RSG LP to pay $442.50 back rent for the interim
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File #:2026-5035 Agenda Date:9/2/2026 Agenda Item No:10.
In addition,the proposed lease requires Founders RSG LP to pay $442.50 back rent for the interim
occupancy period from November 20,2023,through August 1,2026,representing the period
between the expiration of the previous lease and the commencement of the new lease.
RELEVANT STANDARDS
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
PROBLEM
The OC San property is adjacent to a busy commercial center with limited space.The commercial
property has transferred ownership, requiring a new lease agreement with the new owner.
PROPOSED SOLUTION
By leasing this strip of land to Founders RSG LP,the lessee becomes responsible for keeping the
area clean,maintained,and free from loitering while also being able to utilize an enclosed area for
trash collection.
TIMING CONCERNS
N/A
RAMIFICATIONS OF NOT TAKING ACTION
OC San would not have an agreement with Founders RSG LC to maintain the area,and OC San
staff or contractors would then have to monitor litter and loitering.
PRIOR COMMITTEE/BOARD ACTIONS
November 2019 -Approved a five-year lease agreement with Megdal Green,LLC,a California limited
liability company,to allow paving,striping,parking,and related improvements over a 4-foot wide
portion of the Orange County Sanitation District's 50-foot wide utility corridor which abuts 21532
South Brookhurst Street in Huntington Beach owned by Megdal Green,LLC,at an annual cost of
$250, for a term of five-years.
July 2018 -Approved a one year and five-month lease agreement,beginning August 2018,with Carl
Karcher Enterprises,Inc (CKE),a California Corporation,to allow paving,striping,parking,and
related improvements by CKE within the Orange County Sanitation District's 4-foot wide utility
corridor located at 21532 South Brookhurst Street, Huntington Beach.
April 2008 -Approved a five-year lease agreement extension,beginning August 2008,with Carl
Karcher Enterprises,Inc.,a California Corporation (CKE),to allow paving,striping,parking,and
related improvements by CKE within OCSD's four-foot wide utility corridor located at 21532 South
Brookhurst Street, Huntington Beach, in a form approved by General Counsel.
August 2003 -Approve the five-year lease agreement,beginning August 2003,with Carl Karcher
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August 2003 -Approve the five-year lease agreement,beginning August 2003,with Carl Karcher
Enterprises,Inc.(CKE),a California Corporation,to allow paving,striping,parking,and related
improvements by CKE within District's 4-foot wide utility corridor located at 21532 South Brookhurst
Street, Huntington Beach.
August 1993 -Adopted Resolution No.93-102,approving authorizing execution of Lease Agreement
with Carl Karcher Enterprises,Inc.re Interplant Pipeline and Utility Corridor,Job No.1-9,authorizing
use of a four-foot wide portion of Districts’utility corridor for parking,for a five-year period beginning
August 11,1993,with option for one additional five-year period.Said resolution,by reference hereto,
is hereby made a part of these minutes.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.com) with the complete agenda package:
·Lease Agreement
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55880.00700\43828923.7
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LEASE AGREEMENT
THIS LEASE AGREEMENT (“Agreement”), is made and entered into, to be effective
this ____ day of August, 2026, by and between:
ORANGE COUNTY SANITATION DISTRICT,
a public agency (“DISTRICT”);
AND
FOUNDER RSG LP,
a California limited partnership (“FOUNDER RSG”)
RECITALS
A.DISTRICT owns a parcel of land approximately fifty (50) feet wide (hereinafter, the
“Property”), which abuts the easterly property line of those certain premises located at 21532 South
Brookhurst Street, Huntington Beach, California (hereinafter, the “Brookhurst Premises”), and the
westerly right-of-way line of the Santa Ana River Channel.
B.The Brookhurst Premises are owned by FOUNDER RSG and leased to Starbucks
Coffee Company (“Starbucks”).
C.DISTRICT owns certain utility improvements, including an Outfall Sewer, which is
presently located in the subsurface of the Property. DISTRICT previously constructed additional
improvements on the Property, including a permanent retaining wall. There remains a strip of the
Property, approximately four (4) feet wide, that lies between the retaining wall and the Brookhurst
Premises (hereinafter referred to as “Parcel A”). Parcel A is more particularly described and shown on
Exhibits “A” and “B,” attached hereto and incorporated herein by this reference.
D. DISTRICT and Megdal Green LLC (“MEGDAL”) previously entered into an
agreement (the “Prior Lease”) wherein the DISTRICT leased Parcel A to MEGDAL to allow
55880.00700\43828923.7
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MEGDAL to install and maintain paving, striping, parking, and related improvements within
Parcel A . MEGDAL has since sold the Property to FOUNDER RSG, and assumed the obligations
of MEGDAL under the Prior Lease.
E. The Parties now desire to enter into a new lease agreement which supersedes the
Prior Lease, wherein the DISTRICT would lease Parcel A to FOUNDER RSG to allow
FOUNDER RSG to install and maintain paving, striping, parking, and related improvements
within Parcel A pursuant to the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and pursuant to the terms and conditions contained herein,
the Parties hereby agree as follows:
Section 1 - Recitals: The Recitals set forth above are incorporated herein as part of this
Agreement.
Section 2 - Rent: DISTRICT hereby leases Parcel A to FOUNDER RSG for an annual sum of
five hundred dollars ($500.00) (“Rent”). FOUNDER RSG shall pay the first year's Rent
concurrently with the execution of this Agreement, and shall make all subsequent annual rent
payments on or before the anniversary date of the execution of this Agreement each year.
Tenant acknowledges that Tenant has remained in possession of the Premises during the period
beginning immediately upon the expiration or termination of the Prior Lease and ending on the day
immediately preceding the Commencement Date of this Lease (the “Interim Occupancy Period”).
Tenant agrees that such occupancy created an obligation to pay rent and all other charges applicable to
the Premises for the Interim Occupancy Period.
55880.00700\43828923.7
3
As additional consideration for this Lease, Tenant agrees to pay Landlord all unpaid base
rent, additional rent, and any other amounts due and owing for the Interim Occupancy Period in
the amount of $442.50 (collectively, the “Back Rent”). The Back Rent is hereby acknowledged
by Tenant to be due and payable notwithstanding the execution of this Lease and shall not be
merged into or extinguished by this Lease. Unless otherwise set forth in a separate written
agreement signed by Landlord, the Back Rent shall be paid in full upon execution of this Lease.
Any unpaid Back Rent shall constitute Rent under this Lease and applicable law for Tenant’s
failure to pay such amounts. Execution of this Lease shall not be deemed a waiver, release, or
satisfaction of any claim Landlord may have arising from Tenant’s occupancy of the Premises
before the Commencement Date, except to the extent expressly set forth in a written agreement
signed by Landlord.
Section 3 - Term: This Agreement shall have an initial term of five (5) years beginning on
the date this Agreement is executed by the Parties (the “Initial Term”), unless sooner terminated in
accordance with the terms of this Lease. Provided FOUNDER RSG is not in default beyond any
applicable cure period, FOUNDER RSG shall have the option to extend the Initial Term for up to
two (2) additional five (5) year periods (each, an “Extension Term”) upon the same terms and
conditions contained in this Lease, by providing DISTRICT written notice of its election to extend
not later than ninety (90) days prior to the expiration of the then-current term. At the commencement
of the applicable Extension Term, the rent payable to DISTRICT during the applicable Extension
Term (the “Extension Rent”) shall be increased by 15% of the Rent during the prior term.
If Tenant remains in possession of any portion of the Premises after the expiration of the
term, with or without Landlord’s acquiescence and without a written agreement of the parties, Tenant
will be a tenant-at-sufferance at 200% of the Rent in effect at the expiration of the term. No holdover
55880.00700\43828923.7
4
by Tenant or payment by Tenant after the expiration or termination of this Lease shall be construed
to extend the term of this Agreement.
Section 4 - Early Termination: Notwithstanding Section 3 of this Agreement, either Party
may terminate this Agreement for any reason by providing at least sixty (60) days advance
written notice to the other Party.
Section 5 - Maintenance: FOUNDER RSG agrees to maintain Parcel A in good and fair
condition, free of trash, and generally in a manner consistent with cleanliness standards for similar
commercial properties in the area.
Section 6 - Authorized Uses: FOUNDER RSG shall make use of Parcel A only for vehicular
traffic, parking, outdoor seating, and any related activities, or for the use of FOUNDER RSG and its
employees, invitees, and customers. FOUNDER RSG shall not use Parcel A for any other use or
purpose. FOUNDER RSG agrees, during the term of its leasehold interest, to pave, maintain, and
keep in good condition and repair the paving and improvements to be installed by FOUNDER RSG
within Parcel A. Such maintenance shall include, but is not limited to, repairs, resurfacing, restriping,
cleaning, and sweeping.
Section 7 - DISTRICT Access: In consideration of this Lease, FOUNDER RSG hereby
grants to DISTRICT a license to enter Parcel A at any time during the term of this Agreement.
Further, upon prior written notice to FOUNDER RSG, DISTRICT may remove the retaining wall
or any paving or parking area improvements for the purpose of accessing, maintaining, altering, or
relocating DISTRICT's Outfall Sewer, which is located on DISTRICT's land and beneath the surface
of Parcel A.
Section 8 - DISTRICT Work: If DISTRICT exercises its license to enter and remove any
improvements to the lease area, it agrees to act expeditiously to undertake and conclude all work
55880.00700\43828923.7
5
affecting Parcel A. FOUNDER RSG shall have the option to terminate this Lease (in accordance with
Section 4 above) in the event of DISTRICT's removal of improvements, but shall replace the
improvements at its own expense if FOUNDER RSG chooses to continue the Lease.
Section 9 - Indemnity & Duty to Defend: FOUNDER RSG shall indemnify, assume the defense
of, and hold free and harmless, DISTRICT, its agents, employees, successors, and assigns, from any
and all obligations, liabilities, liens, claims, demands, losses, damages, costs, or causes of action
(hereinafter “liability”) arising out of or in any way connected to FOUNDER RSG use of Parcel A, or
any act or omission to act by FOUNDER RSG, including its agents, servants, employees, invitees,
guests or sublessees, including but not limited to any liability arising from bodily injury (including
death), personal property damage, damage to any of DISTRICT's property, and reasonable attorneys'
fees, sustained at any time by any person or persons arising out of or in consequence of
FOUNDER RSG use of Parcel A, whether or not such bodily injury or property damage is
claimed to be due to the negligence, gross negligence, or willful misconduct of FOUNDER RSG,
its agents, servants, employees, invitees, guests or sublessees, excepting only liability arising
from the sole negligence or willful misconduct of DISTRICT.
Section 10 - No Assignment: No assignment or sublease of FOUNDER RSG interest
hereunder may be made without the written consent of DISTRICT, which may be withheld in its
sole discretion; provided that DISTRICT hereby consents to the sublease of Parcel A to
Starbucks to use in accordance with the terms of this Lease. Any such sublease shall be
subordinate to the terms of this Lease.
Section 11 - Insurance: FOUNDER RSG agrees that it will, at its sole expense, maintain a policy
or policies of insurance, written by one or more qualified and rated insurance carriers, and insuring
DISTRICT and its employees against liability for injury, death of persons, or loss or damage to property
55880.00700\43828923.7
6
in or about the lease area. This insurance requirement may be met by the naming of DISTRICT, its
employees, officers and directors, as additional insureds to FOUNDER RSG general liability insurance
policy. The general liability coverage shall not be less than $1,000,000 per occurrence for bodily injury,
including death, and $500,000 for property damage. FOUNDER RSG shall maintain workers'
compensation insurance as required by the State of California. All required insurance coverages
hereunder shall contain or be endorsed with a waiver of subrogation in favor of the DISTRICT.
Section 12 - Arbitration: Any controversy or claim between the Parties to this Agreement,
including but not limited to, any claims, disputes, demands, differences, controversies, or
misunderstandings arising under, out of, or in relation to this Lease, or any alleged breach thereof,
shall be submitted to and determined by arbitration. The Rules of the American Arbitration
Association shall apply. The prevailing party shall be entitled to recover reasonable attorneys' fees
and costs, as fixed by the Arbitrator.
Section 13 - Entire Agreement: This instrument contains the entire agreement between the Parties
relating to the rights herein granted and the obligations herein assumed. Any oral representations or
modifications concerning this instrument shall be of no force and effect, excepting a subsequent
modification in writing, signed by the Party to be charged.
Section 14 - Counterparts: This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
Agreement.
[SIGNATURES ON FOLLOWING PAGE]
55880.00700\43828923.7
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IN WITNESS WHEREOF, DISTRICT and FOUNDER RSG have executed this Lease
Agreement on the day and year first above written.
“DISTRICT”
ORANGE COUNTY SANITATION DISTRICT,
a public agency
By: ___________________________________ Jon Dumitru, Board Chairman
ATTEST:
__________________________
Kelly Lore, Clerk of the Board
APPROVED AS TO FORM:
___________________________
Scott Smith, General Counsel
“FOUNDER RSG”
FOUNDER RSG LP
a California limited partnership
By: FRSG GP, INC.,
a California corporation
Its: General Partner
By: _____________________________
Christa Kinsman
Its: Chief Executive Officer
55880.00700\43828923.7
8
EXHIBIT A
LEGAL DESCRIPTION OF PARCEL A
55880.00700\43828923.7
9
EXHIBIT B
MAP OF PARCEL A
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-4837 Agenda Date:9/2/2026 Agenda Item No:11.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
SIPHON ASSESSMENTS IN ANAHEIM,NEWPORT BEACH,AND ORANGE,PROJECT NO.PS25
-01
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A.Find that the recommended action is exempt from the California Environmental Quality Act
(CEQA) under the Class 6 categorical exemption set forth in CEQA Guidelines Section 15306,
Information Collection, and the statutory exemption set forth in CEQA Guidelines Section
15262, Feasibility and Planning Studies;
B.Approve a Professional Services Agreement with HDR Engineering, Inc., to provide
engineering services for the Siphon Assessments in Anaheim, Newport Beach, and Orange,
Project No. PS25-01, for an amount not to exceed $2,781,000; and
C.Approve a contingency of $278,100 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)collections system includes 82 inverted siphons
ranging from 8-inch to 96-inch in diameter.Inverted siphons are gravity sewers that have a dip in
grade to avoid conflicts with existing infrastructure.This lowered elevation results in the sewer being
completely full during operation,creating more challenges than typical gravity sewers with operation,
maintenance,inspection and assessment.Many of the inverted siphons are on frequent cleaning
schedules to maintain operations; however, none are on a routine inspection schedule.
RELEVANT STANDARDS
·Protect OC San assets
·Maintain a proactive asset management program
·Commitment to safety & reducing risk in all operations
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File #:2026-4837 Agenda Date:9/2/2026 Agenda Item No:11.
PROBLEM
The condition of most of OC San’s inverted siphons is based on age and type of piping material
versus actual condition.Without condition information it is not feasible to accurately plan for the
appropriate scope and schedule of the rehabilitation and replacement work to maintain their
operation.
PROPOSED SOLUTION
Conduct a Planning Study to assess the condition of seven inverted siphons in Anaheim,Newport
Beach,and Orange,evaluate their remaining useful life,develop recommendations for appropriate
rehabilitation and capital improvements,and provide best practice recommendations for future siphon
work.
TIMING CONCERNS
If not assessed,the siphons will continue to age and the likelihood of developing an unknown defect
will increase over time.
RAMIFICATIONS OF NOT TAKING ACTION
If the inverted siphons are not assessed,potential defects will not be identified.The repair timing for
these siphons will be based strictly on age versus the actual condition,making the asset
management process less efficient.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Consultant Selection:
OC San requested and advertised for proposals for the Siphon Assessments in Anaheim,Newport
Beach,and Orange Study,Project No.PS25-01 on March 10,2026.The following evaluation criteria
were described in the Request for Proposals (RFP)and used to determine the most qualified
Consultant.
CRITERION WEIGHT
Project Understanding and Approach 40%
Related Project Experience 35%
Project Team and Staff Qualifications 25%
Four proposals were received on May 5,2026,and evaluated in accordance with the evaluation
process set forth in OC San’s Purchasing Ordinance,OC SAN-61,by a pre-selected Evaluation
Team consisting of the following OC San staff:Engineering Supervisor,Engineer,Assistant Engineer,
and Maintenance Superintendent.
The Evaluation Team also included one non-voting representative from the Contracts Administration
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File #:2026-4837 Agenda Date:9/2/2026 Agenda Item No:11.
The Evaluation Team also included one non-voting representative from the Contracts Administration
Division.
The Evaluation Team scored the proposal on the established criteria as summarized in the table
below:
Firm Approach
(Max 40)
Related
Experience
(Max 35)
Team
(Max 25)
Total Score
(Max 100)
1 HDR Engineering, Inc.34 31 21 86
2 Black & Veatch Corporation 32 27 20 79
3 Hazen and Sawyer 30 25 18 73
4 Murgreen Environmental
Company
21 18 14 53
Based on the evaluation results,there was a clear natural break in the scores between the highest
scoring proposer and the other proposers;therefore,the Evaluation Team did not deem it necessary
to conduct interviews.
The selected team,HDR Engineering,Inc.,presented a well-defined approach and demonstrated
understanding of the scope of work,with exhibits identifying their approach for all siphon locations.
Their proposal also demonstrated a strong familiarity with different inspection technologies and an
understanding of the factors that must be considered when evaluating each siphon.In addition,their
technical proposal was well written and showed a good understanding of OC San’s expectations and
the effort required to prepare a successful planning study.Furthermore,the experience of the
proposed team aligns with the needs of the project,was well organized,and appropriately sized for
the scope.
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals.In accordance with the Purchasing
Ordinance,the fee proposal of only the highest-ranked firm was opened after the Director of
Engineering approved the Evaluation Committee’s recommendation.
Staff conducted negotiations with HDR Engineering,Inc.,to clarify the requirements of the scope of
work,the assumptions used for the estimated level of effort,and the proposed approach to meet the
goals and objectives for the project.These discussions occurred over three negotiation meetings with
the main outcome listed below:
The level of effort was reduced by removing an unproven inspection tool that was redundant for the
needed work,assumptions were updated regarding the quantity of debris and the expected work
hours during cleaning efforts, and meeting hours were increased:
Original Fee Proposal Negotiated Fee
Total Hours 3,146 3,126
Total Fee $2,838,391 $2,781,000
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The Consultant’s fringe and overhead costs,which factor into the billing rate,have been
substantiated.The contract profit is 9.07%,which is based on OC San’s established formula for
standard design agreements.
Based on the above,staff has determined that the final negotiated fee is fair and reasonable for the
level of effort required for this project and recommends award of the Professional Services
Agreement to HDR Engineering, Inc.
CEQA
The recommended action has been reviewed in accordance with the California Environmental Quality
Act (CEQA).Staff has determined that the Project Study is exempt from CEQA under Class 6
categorical exemption set forth in California Code of Regulations Section 15306,Information
Collection;and statutory exemption set forth in CEQA Guidelines Section 15262,Feasibility and
Planning Studies.
A Notice of Exemption will be filed with the OC Clerk-Recorder and submitted to the State
Clearinghouse within five working days after OC San's Board of Directors approval of the
Professional Services Agreement.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2026-27 and 2027-28,Section 6,Page 80,Other)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:
·Professional Services Agreement
·Presentation
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PSA PROJECT NO. PS25-01
Revised 050625 SIPHON ASSESSMENTS IN ANAHEIM, NEWPORT BEACH, AND ORANGE
Page 1 of 20
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 23rd day of September, 2026, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"),
and HDR Engineering, Inc., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Siphon Assessments in Anaheim, Newport Beach, and Orange, Project No. PS25-01, to provide professional services for the inspection of seven inverted siphons in the cities of Anaheim, Newport Beach, and Orange. Project work includes developing a condition assessment plan with best available technologies, obtaining required permits, conducting condition assessments, evaluating remaining useful life, and recommending capital improvements; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and
WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this
work; and WHEREAS, at its regular meeting on September 23, 2026 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment “A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is
understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards, and liability for damages caused by
errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
PSA PROJECT NO. PS25-01
Revised 050625 SIPHON ASSESSMENTS IN ANAHEIM, NEWPORT BEACH, AND ORANGE
Page 2 of 20
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the industry standards
consistent with the care and skill ordinarily used by members of CONSULTANT’s profession practicing under the same or similar circumstances at the same time and in the same locality for clarity, uniformity, and completeness. CONSULTANT
shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal complies with industry standards recognized by professionals providing similar services in the State of California and the requirements of this Agreement. C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall,
without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and
damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using OC SAN CAD Manual. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement.
Electronic files shall conform to OC SAN specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of OC SAN. Electronic files shall be subject to an acceptance period of 30 days during which
OC SAN shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was
disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
PSA PROJECT NO. PS25-01
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2. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Two Million Seven Hundred Eighty-One Thousand Dollars ($2,781,000). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment “E” - Fee Proposal.
B. Labor As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this
project and paid to the personnel of CONSULTANT. Upon request of OC SAN, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project.
C. Overhead As a portion of the total compensation to be paid to CONSULTANT, OC SAN
shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee Proposal.
D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum
Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” -
Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to
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Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate
basis per Attachment “K” – Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal.
F. Direct Costs OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN
receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” - Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -
COMPENSATION above.
G. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment “D” Allowable Direct Costs for payment information.
H. Reimbursable Direct Costs OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” - Allowable Direct Costs to this Agreement. The reimbursement of the above-
mentioned expenses will be based on an “accountable plan” as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by
IRS. The most recent schedule of the per diem rates utilized by OC SAN can be found on the U.S. General Service Administration website at https://www.gsa.gov/travel/plan-book/per-diem-rates.
The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. OC SAN shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or “per diem” as deemed the most practical.
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CONSULTANT shall be responsible for returning to OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN.
Travel and travel arrangements – Any travel involving airfare, overnight stays or multiple day attendance must be approved by OC SAN in advance.
Local Travel is considered travel by the CONSULTANT within OC SAN geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial, and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will
be made on a case-by-case basis and at the discretion of OC SAN. Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel
meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement.
I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall
be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN
that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or
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revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall warrant and certify the accuracy of these costs and provide
all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions.
B. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by OC SAN. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, 3) future activities, 4) previous billing period “total invoiced to date”, 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Within 30 days following submission of CONSULTANT’s invoice, payment shall be made to CONSULTANT of all undisputed invoiced amounts on a per task
basis. If OC SAN determines that the work under this Agreement, or any specified task
hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by OC SAN’s Director of Engineering to be
adequate for the protection of OC SAN; or ii. The percentage of the work accomplished for each task.
OC SAN may, at the discretion of the Director of Engineering, retain an amount equal to that which ensures that the total amount paid to that date does not exceed the percentage of the completed work for each task or the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually
accomplished to date on a per task basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, OC
SAN shall have the right to withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN,
CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
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CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such
claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
F. Pursuant to the California False Claims Act (Government Code sections 12650-
12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the Agreement, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR
and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
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C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE
A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said
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substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an
occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. If aggregate limits apply separately to this Agreement
(as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket
contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible
clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees. In all its insurance coverages related to the work, CONSULTANT
shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor. Where permitted by law,
CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.
C. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
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D. Umbrella Excess Liability The minimum limits of general liability and automobile liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. E. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the
statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC
SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional liability / errors and omissions
insurance coverage with coverage limits of not less than Five Million Dollars ($5,000,000) in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in
full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall continue maintaining insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the terms of this Agreement. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts or omissions of CONSULTANT during the course of performing services under
the terms of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form
acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
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G. Not Used
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, redacted copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
•insurance form
• (General Liability) CG 20 10 and CG 20 37
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or
less coverage to OC SAN.
• (Automobile Liability) OC SAN approval.
•subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below.
I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or
acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days
of receipt of such notice or knowledge of same.
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Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle
Fountain Valley, CA 92708
Attention: Contracts, Purchasing & Materials Management Division
J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be
excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to
which CONSULTANT may be held responsible for payment of damages to persons or property.
M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the
Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT.
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9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an Amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but
not limited to, any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT
and each Subconsultant, broken down as indicated in Section 2- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents, and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination.
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C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the
CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its
staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting
them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle
Fountain Valley, CA 92708 Attention: Yai Phongmekhin, Contracts Administrator Copy: Natalie Shamma, Project Manager
Notices shall be mailed to CONSULTANT at:
HDR Engineering, Inc.
591 Camino de la Reina Suite 300 San Diego, CA 92108 Attention: Christopher Aronitz All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT.
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15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. OC SAN may also terminate this Agreement for cause but only after providing CONSULTANT written notice of the breach and a period of ten (10) days to cure. In the event of such termination, CONSULTANT shall be
entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials,
computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal
opportunity in employment.
B. Air Pollution
CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
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• 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 18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar
organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all
such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in
carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, consultants, Subconsultants, subcontractors,
and/or anyone employed directly or indirectly by any of them, regardless of any
PSA PROJECT NO. PS25-01
Revised 050625 SIPHON ASSESSMENTS IN ANAHEIM, NEWPORT BEACH, AND ORANGE
Page 17 of 20
contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the
Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
If CONSULTANT’s obligation to defend, indemnify, and/or hold harmless arises out of
CONSULTANT’s performance as a “design professional” (as that term is defined under
Civil Code section 2782.8), then, and only to the extent required by Civil Code section
2782.8, which is fully incorporated herein, CONSULTANT’s indemnification obligation
shall be limited to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the CONSULTANT, and, upon CONSULTANT
obtaining a final adjudication by a court of competent jurisdiction, CONSULTANT’s
liability for such claim, including the cost to defend, shall not exceed the
CONSULTANT’s proportionate percentage of fault.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution
PSA PROJECT NO. PS25-01
Revised 050625 SIPHON ASSESSMENTS IN ANAHEIM, NEWPORT BEACH, AND ORANGE
Page 18 of 20
expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures, including, but not limited to, the Contractor Safety Standards, as applicable, and Human Resources Policies, all as may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully
complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit
of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN.
Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
PSA PROJECT NO. PS25-01
Revised 050625 SIPHON ASSESSMENTS IN ANAHEIM, NEWPORT BEACH, AND ORANGE
Page 19 of 20
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PROJECT NO. PS25-01
Revised 050625 SIPHON ASSESSMENTS IN ANAHEIM, NEWPORT BEACH, AND ORANGE
Page 20 of 20
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: COMPANY NAME
By _______________________________ _________________
Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By _______________________________ _________________
Jon Dumitru Date
Board Chairman
By _______________________________ _________________ Kelly A. Lore Date Clerk of the Board
By _______________________________ _________________ Kevin Work Date
Purchasing & Contracts Manager
Attachments: Attachment “A” Scope of Work Attachment “B” Not Used
Attachment “C” Not Attached Attachment “D” Allowable Direct Costs Attachment “E” Fee Proposal
Attachment “F” Not Used Attachment “G” Not Attached Attachment “H” Not Used
Attachment “I” Cost Matrix and Summary Attachment “J” Not Attached Attachment “K” Minor Subconsultant Hourly Rate Schedule Attachment “K-1” Minor Subconsultant or Non-A&E Subconsultant/Subcontractor Hourly Rate Schedule Attachment “L” Contractor Safety Standards Attachment “M” Not Attached Attachment “N” Not Attached Attachment “O” Not Used Attachment “P” Human Resources Policies YP
ATTACHMENT “A”
SCOPE OF WORK
February 2026 PS25-01 - Siphon Assessments in Anaheim,
Newport Beach, and Orange SOW
Page 1 of 12
ATTACHMENT "A"
SCOPE OF WORK
Siphon Assessments in Anaheim, Newport Beach, and Orange
Project No. PS25-01
TABLE OF CONTENTS
I. SUMMARY .......................................................................................................................................... 2
II. BACKGROUND, GENERAL PROJECT DESCRIPTION, OBJECTIVES, AND
COORDINATION WITH OTHER PROJECTS ................................................................................... 2
BACKGROUND ........................................................................................................................... 2
GENERAL PROJECT DESCRIPTION .................................................................................... 2
PROJECT OBJECTIVES ........................................................................................................... 2
COORDINATION WITH OTHER PROJECTS ...................................................................... 3
III. PROJECT SCHEDULE ...................................................................................................................... 3
IV. PROJECT EXECUTION ................................................................................................................... 4
Task 1 – Condition Assessment Plan .......................................................................................... 4
Task 1.1 Review Available Records ................................................................................. 4
Task 1.2 Flow Monitoring ................................................................................................. 4
Task 1.3 Condition Assessment Approach ........................................................................ 5
Task 1.4 Technical Memorandum 1 .................................................................................. 5
Task 2 – Condition Assessment ................................................................................................... 5
Task 2.1 Flow Control Plans ............................................................................................. 5
Task 2.2 Traffic Control Plans and Encroachment Permits .............................................. 5
Task 2.3 Condition Assessment ........................................................................................ 6
Task 2.4 Technical Memorandum 2 .................................................................................. 6
Task 3 – Capital Improvements Evaluation .............................................................................. 6
Task 3.1 Technical Memorandum 3 ................................................................................. 6
Task 4 – Planning Study Report ................................................................................................. 7
Task 5 - Project Management ..................................................................................................... 7
Task 5.1 Project Management Progress Meetings ............................................................ 7
Task 5.2 Project Schedule ................................................................................................. 7
Task 5.3 Progress Reports ................................................................................................. 8
Task 5.4 Project Invoices .................................................................................................. 8
Task 6 –Meetings and Workshops .............................................................................................. 9
Task 7 - Quality Control .............................................................................................................. 9
V. GENERAL REQUIREMENTS ........................................................................................................ 10
GENERAL .................................................................................................................................. 10
VI. STAFF ASSISTANCE ...................................................................................................................... 12
EXHIBITS: .............................................................................................................................................. 12
February 2026 PS25-01 - Siphon Assessments in Anaheim,
Newport Beach, and Orange SOW
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I. SUMMARY
This scope of work (SOW) requests engineering services as described herein to perform an
engineering study.
II. BACKGROUND, GENERAL PROJECT DESCRIPTION,
OBJECTIVES, AND COORDINATION WITH OTHER PROJECTS
BACKGROUND
The Orange County Sanitation District (OC SAN) is a public agency responsible for collecting,
treating, and safely disposing of wastewater and its residuals for 2.6 million residents and
businesses in Orange County, California. OC SAN operates two treatment plants: Plant No. 1
in the City of Fountain Valley and Plant No. 2 in the City of Huntington Beach. In addition,
OC SAN operates and maintains over 380 miles of sewer with more than 4,450 manholes and
15 pumping stations, all of which convey flows to the treatment plants.
OC SAN’s gravity sewer collections system also includes over four miles of inverted siphons
across nearly 90 locations. OC SAN’s inverted siphons range from 8-inch to 96-inch in
diameter, are comprised of various materials, and either have a single barrel or multiple
barrels. The majority of OC SAN’s inverted siphons have never had a condition assessment
performed since original installation, and no routine inspection program currently exists.
Inverted siphons are more difficult to inspect than other gravity sewers given they operate
normally surcharged, may have challenging geometry, and can have significant flow and traffic
control requirements for proper inspection access. Exhibit 1 shows OC SAN’s service area
and siphon locations.
GENERAL PROJECT DESCRIPTION
This project will inspect seven of OC SAN's inverted siphons in the cities of Anaheim,
Newport Beach, and Orange. Project work includes developing a condition assessment plan
with best available technologies, obtaining required permits, conducting condition assessments
(in the field, with required flow and traffic control), evaluating remaining useful life, and
recommending capital improvements.
PROJECT OBJECTIVES
• Assess seven of OC SAN’s inverted siphons in the cities of Anaheim, Newport Beach,
and Orange.
• Evaluate each siphon’s remaining useful life and recommend capital improvements.
• Identify siphon assessment and rehabilitation best practices.
• Prepare work plans to facilitate future assessment work incorporating lessons learned
from work performed as part of this study.
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Newport Beach, and Orange SOW
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COORDINATION WITH OTHER PROJECTS
This project may impact or require coordination with the following project:
• 5-69, East Coast Highway Sewer Rehabilitation
III. PROJECT SCHEDULE
Error! Reference source not found. lists the time frames associated with each major project
deliverable and with OC SAN’s review and approval of those deliverables. CONSULTANT
shall comply with the deadlines indicated in that table.
Table 1 – Project Milestones and Deadlines
MILESTONE DEADLINE
Kickoff Meeting The kickoff meeting will be scheduled to
coincide with the Project Notice to Proceed
(NTP).
Submit Draft Technical Memorandum 1
(TM 1)
90 workdays from the Project NTP.
OC SAN Review of Draft TM 1 15 workdays from receipt of Draft TM 1.
Submit Final TM 1 10 workdays from receipt of OC SAN
comments on draft TM 1.
OC SAN Review of Final TM 1 10 workdays from receipt of Final TM 1.
Submit Draft Technical Memorandum 2
(TM 2) Plans
40 workdays from OC SAN acceptance of
Final TM 1.
OC SAN Review of Draft TM 2 Plans 20 workdays from receipt of Draft TM 2
Plans.
Submit Draft TM 2 110 workdays from receipt of OC SAN
comments on Draft TM 2 Plans.
OC SAN Review of Draft TM 2 15 workdays from receipt of Draft TM 2
Submit Final TM 2 15 workdays from receipt of OC SAN
comments on draft TM 2.
OC SAN Review of Final TM 2 10 workdays from receipt of Final TM 2.
Submit Draft Technical Memorandum 3
(TM 3)
30 workdays from OC SAN acceptance of
Final TM 2.
OC SAN Review of Draft TM 3 15 workdays from receipt of Draft TM 3
Submit Final TM 3 10 workdays from receipt of OC SAN
comments on draft TM 3.
OC SAN Review of Final TM 3 10 workdays from receipt of Final TM 3.
February 2026 PS25-01 - Siphon Assessments in Anaheim,
Newport Beach, and Orange SOW
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Table 1 – Project Milestones and Deadlines
MILESTONE DEADLINE
Submit Draft Project Report 20 workdays from OC SAN acceptance of
Final TM 3.
OC SAN Review of Draft Project Report 15 workdays from receipt of Draft Project
Report
Submit Final Project Report 15 workdays from receipt of OC SAN
comments on Draft Project Report.
OC SAN Review of Final Project Report 10 workdays from receipt of Final Draft
Project Report
OC SAN will consider an alternative CONSULTANT-proposed schedule provided it is
consistent with OC SAN resources and schedule constraints and adds value to OC SAN.
IV. PROJECT EXECUTION
TASK 1 – CONDITION ASSESSMENT PLAN
CONSULTANT shall develop a detailed plan to assess the condition of the inverted siphons in
the Project.
TASK 1.1 REVIEW AVAILABLE RECORDS
Review all relevant existing documentation for the inverted siphons in the Project. This
information includes, but is not limited to the following:
• Record Drawings
• Historical sonar inspection reports
TASK 1.2 FLOW MONITORING
CONSULTANT shall conduct flow monitoring in the vicinity of each single-barrel inverted
siphon for the recommended condition assessment approach. Flow monitoring results shall be
used to validate the assumed peak dry weather flow (PDWF) for the flow control approach.
Where possible, CONSULTANT shall recommend temporary flow diversions to minimize flows.
Summarize flow control approach for each inverted siphon in this Project.
CONSULTANT shall assume flow monitoring is required at four OC SAN manholes and two
local sewer manholes for a period of no less than one month.
CONSULTANT shall be responsible for coordinating with all stakeholders and permitting
agencies to ensure that all necessary permits are acquired and their conditions met during the
performance of all aspects of the work identified.
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Newport Beach, and Orange SOW
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TASK 1.3 CONDITION ASSESSMENT APPROACH
CONSULTANT shall elaborate on available condition assessment technologies for inverted
siphons based on pipeline material, accessibility and geometry, and other characteristics.
Summarize the benefits, drawbacks, and limitations of each condition assessment technology.
Recommend a condition assessment technology for each inverted siphon in this Project and
detail the expected flow control, traffic control and permitting, and access requirements to
conduct the condition assessments.
CONSULTANT shall assume high-definition CCTV is the default condition assessment
technology for the inverted siphons in this Project, all multiple-barrel inverted siphons in this
Project have adequate capacity to convey peak wet weather flows (PWWF) with a maximum of
one barrel fully isolated / closed, and all single-barrel inverted siphons in this Project will
require a pumped bypass capable of handling PDWF with 100% redundancy.
TASK 1.4 TECHNICAL MEMORANDUM 1
CONSULTANT shall summarize the findings from Tasks 1.1 through 1.3 into Technical
Memorandum 1. Include a proposed schedule and rough order of magnitude estimate to
assess the condition of each inverted siphon. Attach records reviewed and Flow Monitoring
Report as appendices to Technical Memorandum 1.
Deliverables:
Flow Monitoring Report
Draft and Final Technical Memorandum 1
TASK 2 – CONDITION ASSESSMENT
CONSULTANT shall assess the condition of the inverted siphons in the Project including
developing engineering plans and technical specifications to support the condition assessment
activities as required and obtain required permits.
TASK 2.1 FLOW CONTROL PLANS
CONSULTANT shall prepare flow control plans for all work locations. These plans must outline
methods for flow diversion or bypassing, include contingency and safety measures, and be
approved by OC San prior to implementation. Refer to Exhibit 4 for more information.
TASK 2.2 TRAFFIC CONTROL PLANS AND ENCROACHMENT PERMITS
CONSULTANT shall be responsible for providing traffic control plans and traffic control related
services in accordance with local regulations, work hours, and day restrictions. Any required
traffic control plans shall be prepared by the CONSULTANT (or subcontractor) and submitted
to the appropriate authority for review and approval. CONSULTANT is responsible for paying
for the traffic control service and any traffic control plans that may be required, CONSULTANT
shall estimate them as a direct cost. CONSULTANT shall not expect any assistance from
OC SAN for any traffic control or manhole access support.
February 2026 PS25-01 - Siphon Assessments in Anaheim,
Newport Beach, and Orange SOW
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CONSULTANT shall assist OC SAN in obtaining encroachment permits. This assistance shall
include completing application forms, preparing supporting documentation for the permit
applications as required by the issuing agency, furnishing the required number of copies of all
exhibits, and attending meetings with permitting agencies at the request of OC SAN. All permit
fees will be paid directly by OC SAN and will not be part of CONSULTANT’s fee. CONSULTANT
shall submit all supporting documentation in a timely fashion for all permits required for this
project.
TASK 2.3 CONDITION ASSESSMENT
CONSULTANT shall assess the condition of the inverted siphons in the field with approved
flow control plans, traffic control plans, and encroachment permits to support inspection
activities. All condition assessments shall conform to the selected technology and required
deliverables, including but not limited to video files and reports, as detailed in the approved
final version of Technical Memorandum 1. Assessment of the Ductile Iron Pipe (DIP) siphon
shall be prioritized to occur as soon as feasible.
TASK 2.4 TECHNICAL MEMORANDUM 2
CONSULTANT shall summarize the findings from Tasks 2.1 through 2.3 into Technical
Memorandum 2. Attach Flow Control Plans, Traffic Control Plans, and Encroachment Permits
as appendices to Technical Memorandum 2.
Deliverables:
Draft and Final Flow Control Plans
Draft and Final Traffic Control Plans
Encroachment Permits
Draft and Final Technical Memorandum 2
TASK 3 – CAPITAL IMPROVEMENTS EVALUATION
CONSULTANT shall develop the Capital Improvement Program (CIP) project plan for the
siphons assessed. This plan shall include an estimated remaining useful life of each siphon
assessed, the timing of projects necessary for repairs, defined scope elements of each project
including recommended repair method, a high-level construction schedule, and a cost estimate
(Class 4 as defined by the Association for the Advancement of Cost Engineering [AACE]).
TASK 3.1 TECHNICAL MEMORANDUM 3
CONSULTANT shall summarize the findings from Task 3 into Technical Memorandum 3.
Deliverables:
Draft and Final Technical Memorandum 3
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TASK 4 – PLANNING STUDY REPORT
Upon completion and approval of all technical memoranda for this Project, CONSULTANT shall
prepare a final Planning Study Report outlining the findings and recommendations of the
Project in an executive summary. Report shall include information prepared for Tasks 1, 2, and
3, and attach technical memoranda as appendices within the same report PDF file.
CONSULTANT shall submit the draft Planning Study Report for OC SAN review and address
all OC SAN staff comments in a final Planning Study Report.
The final Planning Study Report shall include all the materials listed in the draft Planning Study
Report, and reflect all the OC SAN staff comments received during the review of the draft
Planning Study Report.
Deliverables:
Draft and Final Planning Study Report
TASK 5 - PROJECT MANAGEMENT
CONSULTANT shall be responsible for managing CONSULTANT’s project execution,
schedule, budget, subconsultants, and coordination with other projects. The CONSULTANT
shall be responsible for managing all subconsultants, including the assignment of scope,
management of deliverables and schedules, reporting of progress, invoicing, and quality
control.
TASK 5.1 PROJECT MANAGEMENT PROGRESS MEETINGS
CONSULTANT shall prepare an agenda and conduct monthly project management meetings
with OC SAN’s Project Manager and the CONSULTANT’s Project Manager. The purpose of
the meetings will be to review CONSULTANT’s overall project progress and monthly Progress
Report. Other meetings shall be scheduled on an as-needed basis.
TASK 5.2 PROJECT SCHEDULE
CONSULTANT shall create a detailed project schedule. The schedule shall include milestones
for all dates listed in Section III – Project Schedule. The schedule shall be based on the same
work breakdown structure used for estimating earned value as described in “Progress Reports”
above. Schedule updates shall be submitted with the monthly Progress Report.
At a minimum, the schedule shall indicate the following:
• Projected start date and finish date for each activity
• Each project task and subtask in the WBS with predecessors and successors
• Major meetings and workshops
• Physical percent complete for each activity in the WBS and percent complete by Phase
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CONSULTANT shall prepare planned, actual and earned value curves for the Baseline
Schedule and for monthly updates. Monthly updates shall also include Cost Performance
Index (CPI) and Schedule Performance Index (SPI) calculations.
TASK 5.3 PROGRESS REPORTS
CONSULTANT shall submit monthly progress reports at the same time as monthly invoices
that include the following contents:
• Work activities completed to date, in the current reporting period, and projected for the
coming month.
• A brief description of outstanding issues and their potential for impact on scope,
schedule (design and construction), budget (design and construction), and quality.
• Potential changes in the project scope or design scope.
• Budget status including estimates of actual costs to date, earned value, costs to
complete, and costs at completion.
• Schedule status with a description of any variances between scheduled and forecasted
milestone dates.
• A discussion of corrective actions to be taken to avoid or mitigate cases where the
project schedule is expected to be delayed.
TASK 5.4 PROJECT INVOICES
The invoices shall document the man-hours and billing rate for each person that works on the
project. Overhead, profit, and any direct costs shall also be shown for each task. As part of the
summary section of the invoice, CONSULTANT shall also include the following information:
• Budget
• Current billing period invoicing
• Previous billing period “total invoiced to date”
• Budget Amount Remaining
• Current billing period “total percent invoiced to date”
• ETC for each Task & Subtask
Approval of an invoice by OC SAN requires a Progress Report for the period covered by the
invoice. Payment of an invoice will be delayed until the Progress Report is submitted.
OC SAN will provide a sample invoice structure to CONSULTANT at the beginning of the
project.
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TASK 6 –MEETINGS AND WORKSHOPS
CONSULTANT shall hold meetings and workshops throughout the project to keep OC SAN
apprised of the job, review work-in-progress, share information, discuss project submittals,
present findings of technical analyses, receive and resolve comments, and obtain decisions
and direction by OC SAN staff. This task defines the major meetings and workshops to be held
by the CONSULTANT.
CONSULTANT shall assume the following meetings will be required during the Project:
Task Number of Meetings/ Workshops Proposed Topics
N/A • One 2-hr Project Kickoff --
1 • Two 1-hr Meetings • For Task 1 topics
1 • One 1-hr Workshop • Review draft Task 1 TM
2 • Eight 1-hr Meetings • For Task 2 topics
2 • One 1-hr Workshop • Review draft Task 2 TM
3 • Two 1-hr Meetings • For Task 3 topics
3 • One 1-hr Workshop • Review draft Task 3 TM
4 • One 1-hr Workshop
• Review draft Planning Study Report
5 • Twenty (20) 0.5-hr Meetings
• Meet with OC SAN Project Manager
monthly to review progress report
and invoice prior to submission.
CONSULTANT shall transmit the minutes to the OC SAN Project Manager within three
business days of the meeting in MS Word format using OC SAN’s template, or an approved
substitution.
A copy of all comments on project issues obtained by CONSULTANT from OC SAN staff
without direct OC SAN Engineering Project Manager’s involvement shall be submitted for the
Project Manager’s approval within three business days of receipt.
TASK 7 - QUALITY CONTROL
CONSULTANT shall be responsible for the technical adequacy and quality control of their
work. Prior to the submittal to OC SAN, each portion of a submittal shall be thoroughly
reviewed and corrected by a member of the CONSULTANT’s QC Team. The reviewer shall
attest to their review in the form of a written affidavit outlining the submittal subject and
identifying the corrected deficiencies.
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V. GENERAL REQUIREMENTS
GENERAL
Working Hours
Meetings with OC SAN staff shall be scheduled from Monday through Thursday between the
hours of 8:00 AM and 4:00 PM.
Software
The CONSULTANT is expected to develop and provide the deliverables using the standard
software currently approved for use by OC SAN. The standard OC SAN software includes, but
is not limited to, the following:
• Windows 10 Professional
• Esri software 10.8.1 (ArcGIS Desktop, fGDB, pGDB or shapefile formats)
• Microsoft Internet Explorer 11
• Autodesk software version 2021 (AutoCAD, AutoCAD Map3D or compatible dwg file
format)
• Microsoft Office 365
• Bluebeam Revu eXtreme version 2020.2.40
• Primavera P6 for scheduling
Any software that the CONSULTANT needs to comply with these standards shall be purchased
and maintained by the CONSULTANT at no additional cost to OC SAN. In the event OC SAN
provides the CONSULTANT with access to OC SAN software and hardware at an OC SAN
facility in order to facilitate performance of their work, all software shall remain the property of
OC SAN. Only software licensed to OC SAN shall be installed on OC SAN equipment. In
addition, only OC SAN IT Department staff will perform the installation of this software.
Submittal Review using Bluebeam
OC SAN has standardized on the use of Bluebeam Revu for reviewing and providing
comments to PDF files. Prior to submitting electronic PDF files, format them as indicated below
(underlined text refers to commands or functions within the Bluebeam software). See “Exhibit
17 Designer Training for Submission” and “OC SAN CAD Standards Manual” prior to
submission.
1. Flatten file with Document\Flatten
2. Reduce file size with Document\Process\Reduce File Size
3. Make PDF searchable with Document\OCR
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4.Create page labels with Thumbnails Toolbar\Create Page Labels
5.Create bookmarks with Create Bookmarks\Page Labels
6.Enable hyperlinks with File\Batch\Link\New
PDF files will be hosted in a Bluebeam cloud-based studio session for review. See “SOW
Exhibit 18 Designer User Training” for a detailed explanation on how Bluebeam will be used to
provide, validate, and close submittal review comments.
1.The purpose of the studio session is to provide review and collaboration. The session
provides multiple attendees, despite location, the opportunity to review and comment on
the same PDFs in real time. All review actions are tracked and recorded.
2.OC SAN staff will create the Bluebeam studio session, invite attendees, configure, and
manage the Studio session.
3.Bluebeam provides reviewers with tools for annotating PDFs called a markup. OC SAN
provides two toolboxes for annotating PDFs: "OC SAN Drawings Review" and "OC SAN
Report Review."
4.Markups are both graphical and tabular. When the graphic markup is placed,
corresponding tabular data are created. The collection of tabular data is considered the
markup list.
5.The markup is automatically populated with various properties including author, sheet
number, comment, markup type, etc. to make reviewing consistent. The tabular data
within the markup list are hyperlinked to the graphical markup for back-and-forth viewing.
6.The markup list may be sorted or filtered. For example, filtering markups by author makes
that attendee's markups more prominent on the page by dimming everyone else's
markups.
7.Within a studio session, markups may only be modified by the markup author except for
the Status data field using the "Set Status" command. OC SAN has customized this field
for the reconciliation of comments and backcheck. Session attendees may "Reply" to the
markup of other reviewers. Replying to a markup provides the responder the opportunity
to explain how the markup will be incorporated.
8.The comment reconciliation steps are summarized below:
a.Reply – respond to OC SAN provided review comment with: Agree, Disagree, or
Flag for Discussion.
b.Direct – meet with OC SAN to reconcile the non-agrees with either an Incorporate
or Do Not Incorporate response. OC SAN will work with Consultant to ensure clear
direction is provided.
c.QC Check – Consultant tells OC SAN that the comment has been addressed in the
next submittal by responding with Incorporated or Not incorporated.
d.Backcheck – reconciliation of open and incorporated comments by OC SAN with an
Open or Closed response.
9.A one-hour training session on the use of Bluebeam and custom status menu will be
provided by OC SAN. All Consultant team members responsible for quality control and
reconciliation of submittal comments shall attend.
February 2026 PS25-01 - Siphon Assessments in Anaheim, Newport Beach, and Orange SOWPage 12 of 12
VI. STAFF ASSISTANCE
OC SAN staff member or designee assigned to work with CONSULTANT on the design of this project is Andrew Brown, at (714) 593-7052, e-mail to: abrown@ocsan.gov.
EXHIBITS:
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
OC San Siphon Locations
Model Flow Simulations
Record Drawings
Temporary Handling of Sewage Flow
Exhibit 5 Pipe Profiler Report and Sonar Sediment Report
8/25/2026
1
Siphon Assessments in Anaheim,
Newport Beach, and Orange,
Project No. PS25-01
Presented by :
Andrew Brown
Engineering Supervisor
Operations Committee
September 2, 2026
•82 siphon locations
•Diameters ranging from 8 in. to 8 ft.
•Difficult to inspect
Background
2
1
2
8/25/2026
2
Inspect seven siphon locations
Study Objectives
3
PS25-01
Siphon
Locations
Evaluate remaining useful life and
recommend capital improvements
Identify lessons learned for approach to remaining siphons
Scope of Work
4
1 Condition Assessment Plan
2 Condition Assessment
3 Capital Improvements Evaluation
4 Final Report
Specialized equipment to be utilized for inspection.
3
4
8/25/2026
3
Selection
•Four proposals received
•HDR Engineering, Inc. selected as most qualified
Selection & Negotiations
5
NegotiatedOriginal Proposal
3,1263,146Total Hours
$2,781,000$2,838,391Total Fee
Recommend to the Board of Directors to:
A. Find that the recommended action is exempt from the California EnvironmentalQuality Act (CEQA) under the Class 6 categorical exemption set forth in CEQAGuidelines Section 15306, Information Collection, and the statutory exemption setforth in CEQA Guidelines Section 15262, Feasibility and Planning Studies;
B. Approve a Professional Services Agreement with HDR Engineering, Inc., to provideengineering services for the Siphon Assessments in Anaheim, Newport Beach, andOrange, Project No. PS25-01, for an amount not to exceed $2,781,000; and
C. Approve a contingency of $278,100 (10%).
Recommendation
6
5
6
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5060 Agenda Date:9/2/2026 Agenda Item No:12.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
MANHOLE FRAME AND COVER REPLACEMENT SERVICES,SPECIFICATION NO.S-2026-
729BD
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract to Ayala Engineering, Inc. to provide Manhole Frame
and Cover Replacement Services, Specification No. S-2026-729BD, for a total amount not to
exceed $1,260,350 for the period beginning November 1, 2026, through October 31, 2027,
with four (4) one-year renewal options; and
B. Approve an annual contingency of $126,035 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)owns approximately 4,483 manholes throughout
Orange County.Occasionally,manholes need repair or replacement due to corrosion,traffic-related
wear,settlement,aging,or street repaving.Public safety requires worn manhole frames and covers
to be repaired in a timely manner.In addition,when street repaving occurs,OC San is required to
reset its manhole frames and covers to match the new street elevation.
RELEVANT STANDARDS
·Operate and maintain facilities to minimize impacts on surrounding communities,including
odor, noise, and lighting
·Protect OC San assets
·Commitment to safety & reducing risk in all operations
PROBLEM
The current Manhole Frame and Cover Replacement Services contract expires on October 31,2026.
Without a replacement contract,OC San would not have an efficient contracting mechanism to
address deficient frames and covers.
The existing contract supports the repair or replacement of more than 100 manhole frames andOrange County Sanitation District Printed on 8/26/2026Page 1 of 4
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File #:2026-5060 Agenda Date:9/2/2026 Agenda Item No:12.
The existing contract supports the repair or replacement of more than 100 manhole frames and
covers annually.Deficiencies are identified through reports from members of the public and city
partners, as well as inspections by OC San Engineering and field staff.
PROPOSED SOLUTION
Approve a General Services Contract with Ayala Engineering,Inc.to continue timely adjustment,
repair, and replacement of manhole frames and covers.
TIMING CONCERNS
The current General Services Contract expires on October 31,2026.Approval of the new contract is
necessary to ensure continuity of manhole repairs and replacements.
RAMIFICATIONS OF NOT TAKING ACTION
Without a contract in place,necessary repairs could be delayed,increasing risks to public safety and
OC San assets.A cracked,displaced,or failed manhole cover can create a roadway hazard,
damage vehicles, contribute to an accident, or leave an open manhole accessible to the public.
Processing individual purchase orders for each repair would be time-consuming and could further
delay corrective work.Individual quotations may also be difficult to develop because additional
damage or site conditions are often identified during inspection or after the existing frame and cover
are removed.
PRIOR COMMITTEE/BOARD ACTIONS
September 2021 -Approved a Service Contract to Ayala Engineering,Inc.to provide Manhole Frame
&Cover Replacement Services,Specification No.S-2021-1258BD,for a total amount not to exceed
$992,105 for the period beginning November 1,2021,through October 31,2022,with four,optional
one-year renewal options; and approved a contingency of $148,816 (15%).
ADDITIONAL INFORMATION
A Request for Proposal (RFP)was issued on May 19,2026.OC San received three responsive (3)
proposals.
An Evaluation team was formed consisting of an OC San Project Manager/Maintenance Specialist,
two Maintenance Specialists,and an Assistant Engineer,with support from a Financial Management
Representative and a Safety and Health Specialist.The team was chaired by a Purchasing
representative as a non-voting member.On July 6,2026,an evaluation kick-off meeting was held
with the evaluation team to discuss the policies and procedures of the evaluation process.
Individual scoring was the chosen method of evaluation for this procurement.Members of the team
performed an independent review of the proposals and later met as a group with the Buyer to discuss
their preliminary scores and discuss any questions/concerns they had.Proposals were evaluated
based on the following criteria:
Orange County Sanitation District Printed on 8/26/2026Page 2 of 4
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File #:2026-5060 Agenda Date:9/2/2026 Agenda Item No:12.
Criterion Points
1. Qualifications & Experience of Firm 200
2. Proposed Staffing & Project
Organization
200
3. Work Plan 350
4. Cost 250
The evaluation team first reviewed and scored the proposals based upon the criteria listed above,
other than cost.
Rank Proposer Criterion 1
(Max 200
points)
Criterion 2
(Max 200
Points)
Criterion 3
(Max 350
Points)
Subtotal
Score (Max
750 Points)
1 Ayala
Engineering,
Inc.
186.3 178.8 318.8 683.9
2 Big Ben
Engineering
161.3 147.5 286.3 595.1
3 Minako
American
Corporation
105 87.5 186.3 378.8
All proposals were accompanied by a sealed cost proposal.Only the cost proposals for the two (2)
highest ranked firms were opened and negotiated.
Rank Proposer Subtotal Score
without cost
(Max 750 Points)
Cost
(Max 250
Points)
Total Weighted
Score (Max 1,000
Points)
1 Ayala Engineering,
Inc.
683.9 250 933.9
2 Big Ben
Engineering
595.1 95.1 690.2
Cost Information for Opened Proposals:
Rank Proposer Original Cost BAFO
1 Ayala Engineering, Inc.$1,260,350 $1,260,350
2 Big Ben Engineering $3,314,750 $3,314,750
Based on these results,staff recommends approving a General Services Contract to the highest
scoring proposer, Ayala Engineering, Inc.
Orange County Sanitation District Printed on 8/26/2026Page 3 of 4
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File #:2026-5060 Agenda Date:9/2/2026 Agenda Item No:12.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted (Budget FY 2026-27 and 2027-28,Section 6,Page 100,Repairs &Maintenance)and the
budget is sufficient for the recommended action.
Date of Approval Contract Amount Contingency
09/23/2026 $1,260,350 $126,035 (10%)
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
·Presentation
MB:ag:no:ls
Orange County Sanitation District Printed on 8/26/2026Page 4 of 4
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General Services Contract 1 of 11 Specification No. S-2026-729BD Revision 121924
GENERAL SERVICES CONTRACT Manhole Frame and Cover Replacement Services Specification No. S-2026-729BD 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 Ayala Engineering, 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 Manhole Frame and Cover
Replacement 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 September 23, 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” – Cost Proposal Form Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards Exhibit “E” – Human Resources Policies Exhibit “F” – General Conditions
Exhibit “G” – Not Used 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.”
General Services Contract 2 of 11 Specification No. S-2026-729BD Revision 121924
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 generallyaccepted 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; (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 services shall be completed within one year from the effective date of the Notice toProceed commencing on November 1, 2026 and continuing through October 31, 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 One Million Two Hundred Sixty Thousand Three Hundred Fifty Dollars ($1,260,350.00).
General Services Contract 3 of 11 Specification No. S-2026-729BD Revision 121924
4.2 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 and/or its subcontractors 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 and its subcontractors 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 and its subcontractors 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 and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its
subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, Contractor and its subcontractors 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
General Services Contract 4 of 11 Specification No. S-2026-729BD Revision 121924
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,
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 and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, Contractor and any of its subcontractors 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 or its subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors 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 and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, Contractor and its subcontractors 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.” Contractor shall ensure that all its contracts with its subcontractors provide the provision above.
General Services Contract 5 of 11 Specification No. S-2026-729BD Revision 121924
7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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.
9. 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 examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract.
10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their 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, its subcontractors, and all of their 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.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement
Form. Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OC San, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to obtain and maintain the required insurance coverage shall result
in termination of this Contract. 12. Bonds. Not used.
13. 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 its subcontractor(s), 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,
General Services Contract 6 of 11 Specification No. S-2026-729BD Revision 121924
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.
14. 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. 15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any
rights under this Contract without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 16. 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. 17. 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.
18. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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. 20. 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. 21. Regulatory Requirements. Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water Codes Division 2. 22. 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
General Services Contract 7 of 11 Specification No. S-2026-729BD Revision 121924
Contractor, its subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open
field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. California Air Resources Board Mobile Source Regulations. Contractor and its applicable consultants, subconsultants, and subcontractors shall comply
with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 25. 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, 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. 26. Warranties. In addition to the warranties stated in Exhibit “A,” the following shall apply: 26.1 Manufacturer’s standard warranty shall apply. All manufacturer warranties shall commence on the date of acceptance of the work as complete by the OC San Project
Manager or designee. 26.2 Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within
the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 27. Dispute Resolution.
27.1 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
General Services Contract 8 of 11 Specification No. S-2026-729BD Revision 121924
organization or entity conducting an alternate dispute resolution process. 27.2 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. 28. Liquidated Damages. Not used. 29. 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. 30. 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. 31. Termination. 31.1 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. 31.2 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. 31.3 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
General Services Contract 9 of 11 Specification No. S-2026-729BD Revision 121924
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. 31.4 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. 32. Attorney’s Fees. If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this 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. 33. 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. 34. 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. 35. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract.
36. 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. 37. Notices. 37.1 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: Natalia Bello Buyer Orange County Sanitation District
18480 Bandilier Circle Fountain Valley, CA 92708
General Services Contract 10 of 11 Specification No. S-2026-729BD Revision 121924
nbello@ocsan.gov
Contractor: Ricardo Ayala Owner Ayala Engineering, Inc. 8482 E. Meadowridge St.
Anaheim, CA 92808 Ricardo@ayalaengineering.com 37.2 Each party shall provide the other party written notice of any change in address as soon as practicable.
38. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 39. 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. 40. 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 11 of 11 Specification No. S-2026-729BD 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: Jon Dumitru Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager Ayala Engineering, Inc.
Dated: _________________ By: Ricardo Ayala Owner
NB
EXHIBIT A Specification No. S-2026-729BD
EXHIBIT A SCOPE OF WORK
For Manhole Frame and Cover Replacement Services
EXHIBIT A - CONFORMED Page 1 of 4 Specification No. S-2026-729BD
EXHIBIT A SCOPE OF WORK Manhole Frame and Cover Replacement Services Specification No. S-2026-729BD
1) Background Orange County Sanitation District (OC San) is a public agency responsible for collecting, treating, and safely disposing of wastewater and its residuals. OC San’s collection system includes approximately four thousand (4,483) manholes. The purpose of this Scope of Work (SOW) is to replace the damaged manhole frames and covers identified by OC San with OC San provided frames and covers. 2) Description of the Work The SOW includes the following items:
A. Contractor shall replace defective manhole frames and covers identified by OC San throughout its service area with frames and covers provided by OC San. B. OC San estimates replacement of approximately one hundred fourty (140) manhole frames and covers annually. OC San does not guarantee the actual
quantity of the manhole frames and covers to be replaced. C. Contractor shall replace defective manhole frames and covers identified in work orders issued by OC San Project Manager/Designee. OC San will endeavor to group work orders by city due to specific permit and traffic control requirements to
the greatest extent possible. Replacement shall include:
• Removal and disposal of existing collar, frame, cover, and broken/damaged grade ring(s).
• Installation of new frame and cover (type, size, style as indicated)
• Construction of new reinforced collar.
• Contractor shall refer to OC San Standard Drawings (S-055), Appendix A, for additional details. D. When manholes frame and covers are located within a concrete pad:
• The contractor shall sawcut a 4 foot by 4 foot square around a 24” frame and cover.
• Or the contractor shall sawcut a 5 foot by 5 foot square around a 36” frame and cover. • Or the Contractor shall sawcut square greater than 5 foot by 5 foot as required. Additional square footage shall be calculated per square foot according to “Additional Concrete Work Beyond 5’ x 5”, 12” Deep” line item in the Cost Proposal Form.
• The Contractor shall epoxy dowel in 18” long ¾” diameter dowels at 18” O.C.
and match the thickness of adjacent pavement + 2”, or as directed by the
OC San onsite inspector.
E. Contractor shall seal the manhole components that are adjusted or otherwise impacted by frame and cover installation:
• Sealing method shall match the existing manhole corrosion protection system (lining or coating) per OC San manhole adjustment detail.
• Coatings shall be supplied by the Contractor and shall be applied by a
EXHIBIT A - CONFORMED Page 2 of 4 Specification No. S-2026-729BD
manufacturer certified applicator.
• Coatings applied shall meet OC San approval prior to application.
• PVC manhole turnbacks shall be provided and installed by the Contactor.
• All corrosion protection shall be tested for pinholes or probed for weak welds prior to acceptance by OC San Inspector. F. OC San Project Manager/Designee will provide the following details per work
order:
• Maps identifying manhole location(s).
• Structure ID.
• Size and type of frame and cover to be used.
• Any pictures available relevant to the work.
• An OC San Work Order number. G. Frequent or prolonged delays in responding to work orders, failure to properly seal
manholes upon completion, or inadequate traffic-control signing and delineation may constitute grounds for termination of the Contract. 3) Work Elements The Contractor shall ensure that all spoils and debris are removed from the work site on a daily basis. Any spilled Portland cement concrete (PCC) shall be cleaned, swept, and fully removed to the satisfaction of OC San and/or the agency having jurisdiction.
The Contractor shall complete all assigned work orders within thirty (30) calendar days unless an extension in granted in writing by the OC San Project Manager/Designee, or the Contractor provides documented proof of any permitting delays. Extensions must be
approved by the OC San Project Manager/Designee. In the event of an emergency,Contractor shall respond on short notice. For such situations, the Contractor shall respond within two (2) hours of receiving the work order and shall include the “Emergency Response Fee” listed in Exhibit B, in addition to the
standard rates for the work. 4) Street Resurfacing
Depending on the jurisdictional requirements of each work location (City, County, etc.), finish grade may be Portland cement concrete (PCC) or asphalt concrete (AC). The Contractor is to determine each jurisdiction’s finish grade requirements when applying for permit. If finish grade is AC, capping must occur within three (3) business days of the actual frame and cover replacement. A tack coat shall be applied prior to placing the hot
mix AC. The depth of the AC cap shall be a minimum of 1½ inches and shall be vibrated in place with a plate compactor. Finish grade of the new frames and covers must match existing street grade without any low or high spots. 4.1 Specialty Finish While not frequent some permitting agencies may require specialty finishes such as stamped concrete, colored concrete, pavers, or specicialty surface restoration.Should this occur Contractor shall inform the OC San Project Manager prior to starting the work.
5) Odor Abatement Upon direction from the OC San Project Manager/Designee, the Contractor shall reseal
EXHIBIT A - CONFORMED Page 3 of 4 Specification No. S-2026-729BD
manhole covers using the provided seal material. OC San shall supply the sealing
material at no cost to the Contractor. The work area around the manhole shall be swept clean of all debris. During construction, if needed, OC San will provide the Contractor with odor abatement
spray to help neutralize odors and reduce the risk of odor complaints. 6) Contractor Requirements The Contractor shall furnish all labor, materials (with the exception of OC San provided
frames, covers, grade rings, and seal material), equipment, and incidentals necessary for the removal and replacement of defective manhole frames and covers located throughout the OC San service area.
7) OC SAN Provided Frames and Covers Replacement frames, covers and concrete grade rings will be provided by OC San at no
cost to the Contractor. These items will be made available for pick up by the Contractor at the OC San Plant 1 Warehouse (located at 10844 Ellis Ave, Fountain Valley) and will be provided in quantities necessary to fulfill each individual work order. Warehouse business hours are from 7:00 AM to 3:30 PM, Monday – Thursday. The Contractor shall be responsible for coordinating with the OC San Project Manager/Designee for the pick-
up and transportation of the new frames, covers, and concrete grade rings to each job location associated with the assigned work orders. 8) Permits and Access Contractor shall prepare applications, submit, and obtain all permits required by agencies having jurisdiction for all aspects of the work performed within their jurisdiction including, but not limited to, traffic control and encroachment permits. OC San will only reimburse the Contractor for the permit fees that are specific to the work orders and
approved by the jurisdiction(s) having authority. 8.1 Easements Some OC San manhole frame and covers are located within easements. These include
but are not limited to utility easement corridors, parks, sidewalks, grass or brush parkways, bike trails, private or public property, parking lots and nature reserves. Coordination with cities, County of Orange, OC Parks or property owners may be required. 9) Traffic Control All traffic control shall be in accordance with the latest Caltrans “Manual of Traffic Control.” Additional local regulations shall take precedence where applicable. The
Contractor shall apply for all traffic control permits and pay all fees for said permits. OC San shall reimburse the Contractor only for fees paid for approved permits. Safe and adequate pedestrian, bicyclist, and vehicular access shall be provided in accordance with Section 7-10 of the Standard Specifications for Public Works Construction (The “Greenbook”), 2018 Edition.
For traffic control, as required by the permitting agency, OC San will compensate the Contractor(s) in accordance with the costs submitted on the Cost Proposal Form, Exhibit “B”. 10) General Work Hours
EXHIBIT A - CONFORMED Page 4 of 4 Specification No. S-2026-729BD
This SOW is to be completed during normal work hours, Monday through Friday 7:00
a.m. – 4:00 p.m. or as required by the permit. Night work and weekend hours may be necessary due to traffic conditions and permit restrictions. 11) Invoicing All invoices shall include the following:
• OC San Purchase Order number, Invoice number, Work Order number
• The date the service was performed (including all dates if work was performed on multiple days)
• Structure number of the OC San manhole(s) where work was performed. In the rare instances where work is performed at a pump station or plant, and there is no structure ID, then the name of the facility(-ies) shall be used.
• Itemized breakdown of all charges in accordance with “Exhibit B”, Cost Proposal
Form
8/26/2026
1
Manhole Frame & Cover
Replacement Services,
Specification No. S-2026-729BD
Presented by: Nicholas Oswald, Maintenance Manager
Operations Committee
September 2, 2026
The Need is Broad and Ongoing
2
OC San maintains a large, public-facing manhole inventory that requires recurring repair and replacement.OC San maintains a large, public-facing manhole inventory that requires recurring repair and replacement.
4,400+
Manholes owned by OC San throughout Orange County
100+
Deficient frame/cover issues
addressed annually under the
current contract
Why frame and covers become deficient:
•Corrosion
Deterioration over time can compromise the
frame, cover, or seating surfaces
•Traffic Wear
Repeated roadway loading and movement
can damage covers and create noise.
•Settlement/Aging
Movement or aging can leave the frame
below, above, or out of alignment with the
roadway.
•Street Repaving
Frames and covers must be reset to match
the new roadway elevation.
Typical roadway condition: cracking, settlement, and
a deteriorated frame/cover area
1
2
8/26/2026
2
The issue is not simply cosmetic: a failed cover can become
a roadway hazard and an exposed opening.
When Deterioration is Not Addressed
3
PUBLIC SAFETY
A cracked or failed cover can
create a roadway hazard and
potentially leave the manhole
exposed.
COMMUNITY IMPACT
Loose or poorly seated covers can
contribute to rattling/noise
complaints; inadequate seals can
contribute to odor complaints.
ASSET INTEGRITY
Continued deterioration increases
the chance that frame and cover
components fail before a planned
repair is completed.Failed cover — immediate safety exposure
A standing contract shortens the path from a reported deficiency to a completed repair.
WITHOUT A STANDING CONTRACT
1 Issue Identified
Ratepayer, city partner, Engineering, or field staff
reports the deficiency.
2 Procurement Path
A one-off purchase order or individual procurement
action may be needed.
3 Scope Develops in the Field
Additional issues can be discovered during the
replacement process, complicating quote
development.
4 Repair Waits
Time spent developing quotes and procurement
actions can delay completion.
WITH THE PROPOSED CONTRACT
1 Report / Prioritize
Known deficiencies can be routed to the awarded service
provider.
2 Execute the Defined Service
Frame/cover replacement work can proceed under the
agreed scope and rates.
3 Resolve Field Conditions
Inspection findings can be addressed as part of the work
rather than restarting procurement.
4 Restore Roadway / Asset
The objective is timely completion that protects the public
and OC San infrastructure.
Result: Faster more repeatable repair response
Why a Dedicated Service Contract Matters
3
4
8/26/2026
3
What the Work Looks Like in the Field
Replacement is a roadway construction activity — not simply swapping a lid.
1 | EXPOSE
Remove deteriorated
pavement/area and expose the
frame and surrounding structure.
2 | RESET
Install or reset the frame and
prepare the surrounding concrete/
asphalt interface.
3 | COMPACT & RESTORE
Compact the repair area, restore
the roadway surface, and return
the location to service.
The surrounding structure may also require rehabilitation
to properly support the replacement frame.
Recommend to the Board of Directors to:
A. Approve a General Services Contract to Ayala Engineering, Inc. to
provide Manhole Frame and Cover Replacement Services,
Specification No. S-2026-729BD, for a total amount not to exceed
$1,260,350 for the period beginning November 1, 2026, throughOctober 31, 2027, with four (4) one-year renewal options; and
B. Approve an annual contingency of $126,035 (10%).
Recommendation
6
5
6
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5043 Agenda Date:9/2/2026 Agenda Item No:13.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
CHEMICAL SUPPLIER AGREEMENT FOR THE PURCHASE OF LIQUID ANIONIC POLYMER,
SPECIFICATION NO. SSJ 2945
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Chemical Supplier Agreement with Polydyne, Inc. for the purchase of
Liquid Anionic Polymer, Specification No. SSJ 2945, for a five-year term beginning November
1, 2026, through October 31, 2031, for a total unit price of $5.18 per active pound delivered
plus applicable sales tax for a total estimated first-year cost of $600,880; and
B. Approve an annual unit price contingency increase of up to 5%, estimated at $30,044 for the
first year.
BACKGROUND
The Orange County Sanitation District (OC San)uses anionic polymer and ferric chloride at Plant
Nos.1 and 2 to improve the removal of suspended solids and organic material during primary
treatment.This process,known as chemically enhanced primary treatment (CEPT),improves
settling and reduces the organic and solids loading transferred to secondary treatment.
Secondary treatment is more energy intensive than primary treatment because additional organic
loading requires increased aeration.Increasing primary solids capture also improves overall solids
management by directing more organic material to anaerobic digestion,where it can contribute to
digester gas production.Addition of anionic polymer supports effective CEPT operation therefore
supports treatment capacity, energy efficiency, solids management, and overall plant reliability.
RELEVANT STANDARDS
·Meet volume and water quality needs for the GWRS
·Comply with environmental permit requirements
·24/7/365 treatment plant reliability
Orange County Sanitation District Printed on 8/25/2026Page 1 of 3
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File #:2026-5043 Agenda Date:9/2/2026 Agenda Item No:13.
PROBLEM
The existing liquid anionic polymer contract expires on October 31,2026,with no renewal options
remaining.A new agreement is required to maintain an uninterrupted supply of polymer for CEPT
operation at both treatment plants.
PROPOSED SOLUTION
Approve a five-year Sole Source Chemical Supplier Agreement with Polydyne,Inc.for the purchase
and delivery of liquid anionic polymer, including an annual unit price contingency of up to 5%.
TIMING CONCERNS
The existing contract expires on October 31,2026.A new agreement must be in place by November
1, 2026 to ensure continuity of chemical supply and CEPT operation at both treatment plants.
RAMIFICATIONS OF NOT TAKING ACTION
Without an adequate supply of anionic polymer,primary solids and organic removal would decrease,
increasing the loading to secondary treatment.This would increase aeration energy requirements,
treatment costs,and secondary solids production while reducing the amount of primary organic
material available for anaerobic digestion and digester gas production.
During periods of high loading,reduced primary treatment performance could also limit secondary
treatment capacity and adversely affect secondary effluent quality,increasing the risk of
noncompliance with discharge permit requirements and affecting the quantity or quality of water
available to support the Ground Water Replenishment System (GWRS).
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
A Request for Information (RFI)was issued on March 10,2026,to identify suppliers offering anionic
polymer products and services compatible with OC San’s treatment facilities.Two vendors
responded to the RFI,Polydyne,Inc.and Usalco,LLC.Polydyne,Inc.,the incumbent vendor,
provided responses that demonstrated their ability to provide liquid anionic polymer that meets
product criteria and delivery requirements for both treatment plants.Usalco,LLC confirmed that their
products cannot meet OC San’s chemical specification requirements.Staff recommends issuing a
Sole Source Chemical Supplier Agreement to Polydyne,Inc.for a period of five (5)years and
reevaluating the market at that time for any changes prior to contract expiration.
The total estimated annual usage is 116,000 active pounds of anionic polymer for a total budgeted
amount of $600,880.
Orange County Sanitation District Printed on 8/25/2026Page 2 of 3
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File #:2026-5043 Agenda Date:9/2/2026 Agenda Item No:13.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2026-27 and 2027-28,Section 6,Page 116 and 120,Plant Nos.1 and 2
Operations, Supplies) 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:
·Chemical Supplier Agreement, Specification No. SSJ 2945
·Presentation
Orange County Sanitation District Printed on 8/25/2026Page 3 of 3
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____________________________________ Chemical Supplier Agreement 1 of 11 Specification No. SSJ 2945
Revision 121624
SOLE SOURCE CHEMICAL SUPPLIER AGREEMENT Purchase of Liquid Anionic Polymer Specification No. SSJ 2945 This SOLE SOURCE CHEMICAL SUPPLIER AGREEMENTs (hereinafter referred to as “Agreement”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Polydyne, Inc. (hereinafter referred to as “Supplier”), and collectively referred to herein as the “Parties.” R E C I T A L S
WHEREAS, OC San desires to temporarily engage Supplier to provide Liquid Anionic Polymer as described in Exhibit A; and
WHEREAS, on September 23, 2026, OC San’s Board of Directors, by minute order, authorized execution of this Agreement.
WHEREAS, OC San has chosen Supplier to provide Liquid Anionic Polymer in accordance with OC San’s current Purchasing Ordinance; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agreed as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto is made by OC San and the Supplier. The terms and conditions herein exclusively govern the purchase of Liquid Anionic Polymer as described in Exhibit A.
1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein.
Exhibit A Scope of Work Exhibit B Offer Letter Exhibit C Determined Insurance Requirement Form
Exhibit D Contractor Safety Standards Exhibit E Human Resources Policies 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties.
1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof.
1.6 The term “days”, when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays.
____________________________________ Chemical Supplier Agreement 2 of 11 Specification No. SSJ 2945
Revision 121624
1.7 The term “workday”. Workdays are defined as all days that are not Saturday, Sunday, or OC San observed holidays. Meetings with OC San staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff who maintain plant operations 24 hours per day 7 days per week and work a rotated 12-hour shift) and shall conform to OC San work schedules. 1.8 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. 1.9 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends.
1.10 Supplier shall provide OC San with all required premiums and/or overtime work at no charge beyond the total amount of the Agreement.
1.11 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or action incurred or undertaken by Supplier as a result of work performed in anticipation of purchases of said services by OC San. 2. Delivery 2.1 LOCATIONS: Deliveries shall be made in accordance with the Scope of Work, Exhibit A. 2.2 OC San will pay only for the actual quantity of Liquid Anionic Polymer delivered, based upon certified tare weight and net weight. The quantity invoiced by Supplier and payable by OC San will be for the total net weight of Liquid Anionic Polymer delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying, or clearing the delivery tank.
2.3 In accordance with Exhibit A, a bill of lading shall accompany all shipments. 3. Possession Ownership and control of all Liquid Anionic Polymer delivered pursuant to this
Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession by delivery to OC San at the designated locations is made by Supplier. 4. Quantity 4.1 OC San makes no guarantee to actual use or quantity of Liquid Anionic Polymer purchased. Use may be sporadic based on the wastewater treatment requirements unique to each treatment plant. 4.2 OC San will, through the term of this Agreement, purchase Liquid Anionic Polymer from Supplier exclusively, except when OC San determines Supplier cannot make delivery within the time specified, with the quality and quantity specified, at the Agreement price, the level of Service is inadequate, OC San unapproved increase in rate or for any other default or breach of this Agreement. In such event, OC San may purchase Liquid Anionic Polymer elsewhere and charge Supplier any difference in the delivered price to OC San from that provided in this Agreement, or alternatively, OC San may terminate the Agreement based on said breach or failure to deliver the specified product. Quality control tests will be performed by OC San on the delivered Liquid Anionic Polymer to ensure it is consistent with
the requirements specified in Exhibit A.
____________________________________ Chemical Supplier Agreement 3 of 11 Specification No. SSJ 2945
Revision 121624
5. California Department of Industrial Relations Registration and Record of Wages 5.1 Pursuant to Labor Code sections 1720 et seq., and as specified in Title 8, California Code of Regulations section 16000, prevailing wages are required for all Work under this Agreement. It is Supplier’s responsibility to interpret and implement any prevailing wage requirements and Supplier agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 5.2 Supplier and its subcontractors 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).
5.3 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.
5.4 Supplier and its subcontractors 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), Supplier shall post a copy of the prevailing rate of per diem wages at the job site. 5.5 Supplier and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Supplier and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Supplier and its subcontractors 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.
5.5.1 As a condition to receiving payments, Supplier agrees to present to OC San, along with any request for payment, all applicable and necessary certified payrolls and
other required documents for the time 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, 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 Agreement. 5.6 The Supplier and any of its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Supplier and any of its subcontractors 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. 5.6.1 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
____________________________________ Chemical Supplier Agreement 4 of 11 Specification No. SSJ 2945
Revision 121624
prevailing wage rate shall be paid to each worker by the Supplier or its subcontractor. 5.7 Supplier and its subcontractors shall comply with Labor Code sections 1810 through 1815. Supplier and its subcontractors 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. The Supplier 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.
5.8 Supplier and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Supplier or any subcontractor.
5.9 Supplier shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 5.10 Pursuant to Labor Code sections 1860 and 3700, the Supplier and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Supplier and its subcontractors, by accepting this Agreement, certify 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 Agreement.” 6. Pricing and Invoicing
6.1 Supplier will invoice for Liquid Anionic Polymer delivered in accordance with Exhibit A, and in accordance with the unit price(s) listed in Exhibit B. Prices shall include all cartage and taxes except California State Sales Tax. The sales tax will be paid by OC San.
6.2 OC San shall pay, net thirty (30) days, upon receipt and approval by OC San of itemized invoices, submitted in a form acceptable to OC San to enable audit of the charges thereon.
Supplier shall email invoices to OC San Accounts Payable at APStaff@ocsan.gov and “INVOICE” with the Purchase Order Number and Liquid Anionic Polymer shall be referenced in the subject line. All invoices shall include a description of the delivery location, the delivery date, and the unit price(s). 7. Modifications 7.1 This Agreement may be modified or changed only by written instrument in the form of an amendment to this Agreement signed by both Parties. 7.2 Pricing modifications: The prices established in this Agreement shall remain firm for the Agreement term. Any adjustments made will allow for increases or decreases in the manufactured cost of Liquid Anionic Polymer and will be based upon OC San validated information furnished by Supplier and OC San sources. Adjustments will only be reviewed on an annual basis. OC San reserves the right to agree with or reject the proposed unit price
increase or decrease. 7.3 Price changes may be made through the OC San Purchase Order Process.
____________________________________ Chemical Supplier Agreement 5 of 11 Specification No. SSJ 2945
Revision 121624
8. Agreement Term The Services provided under this Agreement shall be for one (1) year commencing on November 1, 2026, and continuing through October 31, 2027. 9. Renewals 9.1 OC San may exercise the option to renew the Agreement for up to four (4) one-year periods. OC San shall make no obligation to renew nor give reason if it elects not to renew. The prices established in the original Agreement may be adjusted. The adjustment will allow for any increase or decrease in the manufactured cost of the Liquid Anionic Polymer and will be based upon OC San validated information furnished by Supplier and OC San sources. Adjustments will only be reviewed on an annual basis. OC San reserves the right to agree with or reject the proposed unit price increase or decrease.
9.2 Renewals may be made through the OC San Purchase Order Process. 10. Termination 10.1 OC San reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a
termination notice, Supplier shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Supplier for work performed (cost and fee) to the date of termination. Supplier expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OC San from any further fee, cost or claim hereunder by Supplier other than for work performed to the date of termination. 10.2 OC San reserves the right to terminate this Agreement immediately upon OC San’s determination that Supplier is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OC San
unapproved increase in unit price(s), or any other default or breach of this Agreement. 10.3 OC San may also immediately terminate for default of this Agreement in whole or in part by
written notice to Supplier:
• if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or
• if Supplier sells its business; or
• if Supplier breaches any of the terms of this Agreement; or
• if total amount of compensation exceeds the amount authorized under this Agreement. 10.4 All OC San property in the possession or control of Supplier shall be returned by Supplier to OC San upon demand, or at the termination of this Agreement, whichever occurs first. 11. Indemnification and Hold Harmless Provision Supplier shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Supplier's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Supplier, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OC San, Supplier 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
____________________________________ Chemical Supplier Agreement 6 of 11 Specification No. SSJ 2945
Revision 121624
out of or in connection with Supplier's performance under this Agreement, and/or (b) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Supplier of or anyone employed by or working under Supplier. To the maximum extent permitted by law, Supplier'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. Supplier agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Agreement.
12. Insurance Supplier shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set
forth in the signed Acknowledgement of Insurance Requirements, Exhibit C. Supplier shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OC San, nor shall Supplier allow any subcontractor to commence service
pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 13. Equipment Loss OC San will be responsible for any loss or damage to Supplier-owned equipment, when OC San determines OC San is at fault, only to the extent of OC San’s fault, and will reimburse Supplier for such loss or damage upon receipt of invoices, minus a deduction for any amount determined to be the fault of Supplier or its subcontractor or a third party. 14. Conflict of Interest and Reporting Supplier shall at all times avoid conflict of interest or
appearance of conflict of interest in performance of this Agreement. 15. Supplier’s Relationship to OC San Supplier’s relationship to OC San in the performance
of this Agreement is that of an independent contractor. The personnel performing Services under this Agreement shall, at all times, be under Supplier’s exclusive direction and control, and shall be employees of Supplier and not employees of OC San. Supplier shall pay all
wages, salaries and other amounts due its employees in connection with this Agreement, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker’s compensation and similar matters. 16. OC San Safety Standards 16.1 In addition to the requirements set forth in Exhibit A, Supplier shall meet with personnel from OC San's Risk Management Division prior to providing Services to OC San to review safety and accident prevention policies and procedures. All subcontractors should be present at this meeting. Supplier is responsible to inform all subcontractors of the items discussed at this meeting. Supplier shall not be permitted to provide Services to OC San prior to this meeting. 16.2 OC San requires Supplier and its subcontractor(s) to follow and ensure their employees
follow all Federal, State, and local regulations as well as OC San Safety Standards while working at OC San locations. If during the Agreement it is discovered that OC San Safety Standards do not comply with Federal, State, or local regulations, then the Supplier is
____________________________________ Chemical Supplier Agreement 7 of 11 Specification No. SSJ 2945
Revision 121624
required to follow the most stringent regulatory requirement at no additional cost to OC San. Supplier and all of its employees and subcontractors shall adhere to all applicable OC San Safety Standards attached hereto in Exhibit D. 17. Drug-Free Workplace All employees of Supplier who will perform work under this Agreement must adhere to the California Drug-Free Workplace Act, Government Code Sections 8350 through 8357. 18. Assignments Neither this Agreement nor any interest herein or any claim hereunder may be assigned by Supplier either voluntarily or by operation of law, nor may all or substantially all of this Agreement be further subcontracted by Supplier without the prior written consent of OC San.
19. Attorney’s Fees If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees,
costs and necessary disbursements, in addition to any other relief to which it may be entitled. 20. Permits, Ordinances and Regulations Any and all fees required by Federal, State,
County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement shall be paid by Supplier. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory inspectors shall be paid by Supplier. 21. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee of Supplier to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel from the site, termination of the Agreement, or both. 22. Compliance with Law Supplier warrants that under the performance of this Agreement, it
shall comply with all applicable Federal, State and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Agreement, Supplier shall not discriminate against employees or an applicant for employment because of race,
religion, color, sex or national origin. Supplier shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation; and selection for training, including apprenticeship. 23. Disputes 23.1 This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. Pending final resolution of a dispute hereunder, Supplier shall proceed diligently with the performance of this Agreement and in accordance with OC San’s decision. 23.2 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution
of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration
____________________________________ Chemical Supplier Agreement 8 of 11 Specification No. SSJ 2945
Revision 121624
through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 23.3 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 California 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 California 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. 24. Right to Review Services, Facilities, and Records 24.1 OC San reserves the right to review any portion of the Services performed by Supplier under
this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier shall furnish to OC San such reports, statistical data, and other information pertaining to Supplier’s Services as shall be reasonably required by OC San to carry out its rights and responsibilities under its agreements with its bondholders or noteholders an in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. 24.2 The right of OC San to review or approve specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Supplier shall not relieve Supplier of any obligation set forth herein. 25. Severability Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the
remaining provisions hereof. 26. Waiver The waiver of either party of any breach or violation of, or default under, any
provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. 27. Breach Any breach by Supplier to which OC San does not object shall not operate as a waiver of OC San to seek remedies available to it for any subsequent breach. 28. South Coast Air Quality Management District’s (SCAQMD) Requirements It is Supplier’s responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD.
____________________________________ Chemical Supplier Agreement 9 of 11 Specification No. SSJ 2945
Revision 121624
29. California Air Resources Board Mobile Source Regulations Supplier and its applicable consultants and contractors 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 30. Performance Time is of the essence in the performance of the provisions hereof. 31. Familiarity with Work By executing this Agreement, Supplier warrants that: 1) it has
investigated the work to be performed; [and] (b) it understands the facilities, difficulties, and restrictions of the work under this Agreement; and (c) it has examined the site of the work and is aware of all conditions at the site. Should Supplier discover any latent or unknown conditions 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 Supplier’s risk, until written instructions are received from OC San.
32. Damage to OC San’s Property Any OC San property damaged by Supplier, its subcontractor(s), or by the personnel of either will be subject to repair or replacement by Supplier at no cost to OC San. 33. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OC San and Supplier.
34. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound.
35. Read and Understood By signing this Agreement, Supplier represents that it has read and understood the terms and conditions of the Agreement.
36. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 37. Notices All notices under this Agreement must be in writing. Written notice shall be 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. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses:
____________________________________ Chemical Supplier Agreement 10 of 11 Specification No. SSJ 2945
Revision 121624
OC San: Jeremey Arbiso Sr. Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 Jarbiso@ocsan.gov Supplier: Boyd Stanley Vice President Polydyne, Inc. 1 Chemical Plant Road Riceborro, GA 31323
bids@polydyneinc.com
[Intentionally left blank. Signatures follow on next page.]
____________________________________ Chemical Supplier Agreement 11 of 11 Specification No. SSJ 2945
Revision 121624
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Jon Dumitru Chair, Board of Directors
Dated: _________________ By:
Kelly A. Lore Clerk of the Board
Dated: _________________ By: Kevin Work Purchasing & Contracts Manager POLYDYNE, INC.
Dated: _________________ By:
Print Name and Title of Officer
JA
EXHIBIT A Page 1 of 3 Specification No. SSJ 2945
EXHIBIT A SCOPE OF WORK Purchase of Liquid Anionic Polymer SPECIFICATION NO. SSJ 2945 1. PRODUCT REQUIREMENTS 1.1 Anionic Polymer The anionic polymer will be used for the chemically enhanced primary treatment in the primary clarifiers. Liquid anionic polymer to be a stabilized 2.0% solution, complete miscible with water or sewage, with the following chemical and physical properties:
The % total solids 1.8 – 2.2%
The % volatile solids 97.8 – 98.2%
The % active polymer 1.8 – 2.2% Viscosity, molecular weight, and charge density should be specified on the Certificate of Analysis which should accompany each shipment as specified in section 2.3 of this Scope of Work. Specifications should be consistent throughout the term of the
Contract. 2. PRODUCT DELIVERY
2.1 The product supplied shall be of new manufacture and shall not be a reconstituted, reclaimed or spent product. Said product shall be clean and free from all dirt, wood
and plastic particulate matter which could cause pumping failure. It shall contain no foreign substances, organic or inorganic, in injurious quantities. An injurious quantity shall be defined as the minimum capable of producing ill effects in the treatment plant process, in the receiving water, in sludge quality or causing Orange County Sanitation District (OC San) to exceed its NPDES requirements or does not conform to the quality criteria outlined below. Inorganic and organic impurities shall be determined by the procedures described in the latest edition of Standard Methods for the Examination of Water and Wastewater. OC San reserves the right to reject a load or cancel the contract if the stated requirements are not met. 2.2 A Delivery statement shall accompany all shipments and state the delivered weight
and delivered gallons and active pounds, actual specific gravity and/or density of the product being shipped, and the actual percent of the delivered solution. Payment shall be based on the actual active pounds of product delivered. At a minimum, the invoice
shall include a description of the delivery location, the delivery date, the unit price, the volume of product delivered, and any other parameters used to determine the cost for the shipment. The Supplier shall submit a duplicate copy of all invoices labeled for
Division 830. 2.3 Each solution anionic polymer delivery requires a representative 16-ounce sample from the delivery load. A Certificate of Analysis must accompany each shipment and shall contain 1) the original gel polymer lot number used for the production of the solution anionic polymer, the original gel polymer molecular weight, and viscosity; 2) the delivered solution anionic polymer percent total solids, the percent active polymer and the specific gravity of the solution anionic polymer delivered. A certified analysis is defined as a statement signed by the manufacturer or supplier's representative declaring the analysis information is true and accurate. On initiation of this contract, a copy of each analytical test procedure must be made available to OC San. The
analytical procedures must be in accordance with Standard Methods and be
EXHIBIT A Page 2 of 3 Specification No. SSJ 2945
acceptable to OC San. The minimum % total solids will be the minimum specification used for billing and product quality determinations.
2.4 OC San reserves the right to request polymer on a schedule convenient to the needs of the treatment plants. Deliveries shall typically be made within three (3) days of
request and received Monday through Sunday between the hours of 7:00 A.M. and 4:00 P.M. PT. In emergency situations, deliveries shall be made within one (1) day of request. 2.5 The Supplier shall notify the Control Center or Operations' Center Clerk (Control Center) at the respective treatment plant upon arrival. The Supplier shall not unload polymer into any storage tank until the Supplier has received the appropriate tank key. Delivery receipts signed by an OC San employee will be presented to the Control Center when unloading is completed. Bill of Lading must be labeled with the information listed below in order to be accepted.
• Approved name/number of product
• Specify "ANIONIC"
• FOR PHYS/CHEM TREATMENT IN ANIONIC TANK
2.5.1 If the above information is not on the Bill of Lading, off-loading will not take
place without confirmation from OC San supervision and/or the Supplier that it
is the product ordered.
2.5.2 OC San will not accept what might be considered typographical errors. The
polymer company has many products with similar product numbers so
documentation must be accurate.
2.5.3 The OC San operator will examine the sample for color, consistency, and odor.
If an anionic polymer delivered has an amine (ammonia) odor, the load will be
rejected. Do Not Off-load.
2.6 Rejection of Shipment OC San reserves the rights to reject deliveries or terminate the contract if, 1) product quality has deteriorated; 2) product fail to comply with contract specifications, as determined through periodic quality control tests performed by OC San.
2.7 OC San does not guarantee any minimum or maximum usage of anionic polymer, but
it is estimated that the annual usage will be 80,000 and 50,000 active pounds for Plant 1 and Plant 2, respectively. The quantity mentioned is an estimate only, based on past and expected usage. Deliveries will be made to Plants 1 and 2 as called for. Tank location name and volume: Bulk Location Tank Volume Typical Load
EXHIBIT A Page 3 of 3 Specification No. SSJ 2945
PRODUCT QUALITY
2.8 The neat polymer delivered by the Supplier must not contain solidified masses of polymer and must be 100% in solution when mixed by means of OC San’s polymer solution batch mixing procedure. 2.9 Periodic quality control tests will be performed by OC San on the delivered anionic polymer to assure that minimum contract specifications are attained, and that the supplier-reported quality is accurate. All billings will be for no more than the actual polymer delivered. Polymer will be paid for on a corrected weight basis. All polymers delivered under the minimum product specifications shall be discounted proportionately.
On a quarterly basis, Supplier of the anionic polymer shall provide the viscosity of a representative solution anionic polymer made down as delivered. 4 SAFETY 4.1 General – A meeting with personnel from OC San's Risk Division will be required
before the start of the contract. OC San requires hard hats, safety glasses, and safety shoes be worn on the plant premises. Face shields may also be required to be worn when working around pressured chemical systems at connections, disconnections, adjustments, and observations. During chemical delivery process, the Supplier shall adhere to OC San’s Standard Operating Procedure (SOP) for bulk chemical delivery (Appendix A-1) and the chemical PPE required by the safety data sheet (SDS). All chemicals brought onsite shall be accompanied by a safety data sheet (SDS). The Supplier must store and use those chemicals in accordance with the SDS and manufacturer instructions. The Supplier shall provide a copy of the SDS to OC San. It is the responsibility of the Supplier to inform the delivery truck drivers of this obligation and train them in these requirements. 4.2 Supplier shall load, transport, and discharge anionic polymer in full compliance with all applicable Cal-OSHA, Department of Transportation (DOT), California Department of Motor
Vehicles (DMV) and the Federal Motor Vehicle Safety Standard codes and regulations. 4.3 Safety showers and eye washes are located at the chemical handling locations.
Drivers must review the shower and eyewash locations prior to off-loading chemicals. Drivers shall comply with OC San’s safety policies while on the plant sites. The Supplier shall provide safety equipment. Lack of safety equipment or failure to use safety equipment will be cause for rejection of the product. 4.4 Spill Response Plan - The Supplier shall have and maintain an effective spill response plan to minimize environmental impacts. Said plan must be forwarded in writing to OC San approximately 30 calendar days after the award of the contract. Drivers shall be trained accordingly. 5 DELIVERY PROCEDURES for Plant 1 and Plant 2 Chemical Delivery Standard Operating Procedures (SOPs) are referenced in Appendix A-1.
8/25/2026
1
Chemical Supplier Agreement for the Purchase of
Liquid Anionic Polymer, Specification No. SSJ 2945
Presented by
Riaz Moinuddin
Director of Operations and Maintenance
Operations Committee
September 2, 2026
Where is Anionic Polymer Used
2
1
2
8/25/2026
2
•Anionic polymer is an essential chemical that works in conjunction
with ferric chloride to form larger, heavier flocs, improving settling and solids removal in the primary clarifiers.
What is Anionic Polymer
3
•A RFI was issued on March 10, 2026, to
identify suppliers offering anionic polymer
products and services compatible with OC
San’s treatment facilities.
•Two vendors replied: Polydyne, Inc. and
Usalco, LLC.
•Usalco, LLC later confirmed that their
products cannot meet the scope of the
anionic polymer contract resulting in a
need for a Sole Source.
Request for Information (RFI)
4
3
4
8/25/2026
3
Recommend to the Board of Directors to:
A. Approve a Sole Source Chemical Supplier Agreement with Polydyne,Inc. for the purchase of Liquid Anionic Polymer, Specification No.SSJ 2945, for a five-year term beginning November 1, 2026, throughOctober 31, 2031, for a total unit price of $5.18 per active pounddelivered plus applicable sales tax for a total estimated first-yearcost of $600,880; and
B. Approve an annual unit price contingency increase of up to 5%,estimated at $30,044 for the first year.
Recommendation
5
5
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2026-5027 Agenda Date:9/2/2026 Agenda Item No:14.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
SALE OF ENERGY CREDITS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Information Item.
BACKGROUND
Orange County Sanitation District (OC San) Staff will provide an overview of the power purchase
process and the potential to sell generated energy credits.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Presentation
Orange County Sanitation District Printed on 8/26/2026Page 1 of 1
powered by Legistar™
8/26/2026
1
Sale of Energy Credits
Presented by Ruth Zintzun,
Finance Manager
Operations Committee
September 2, 2026
Direct Access
WDAT -Wholesale Distribution Access Tariff
Excess Power Sales
Certified Generator
QRE -Qualified Reporting Entity
WREGIS -Western Renewable
Energy Generation Information
System
Energy Credits
Power Progression
2
1
2
8/26/2026
2
Energy Credit Value
3
70,000 RECs
$200,000+
Approximately…
Annually
Information Item.
Recommendation
4
3
4
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.