18-Final Draft Exhibit P - Governance.pdf

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EXHIBIT P

GOVERNANCE

This Exhibit P sets forth the structure, roles, responsibilities, and procedures for decision-making between MMSD and Company for the Service Agreement for Operation and Maintenance of Water Reclamation Infrastructure. Capitalized terms not defined in this Exhibit P have the meaning given to them in the Service Agreement.

Joint Committees, Subcommittees, and Officers

1. Executive Committee

(a) Purpose and Authority. The Executive Committee is established to facilitate communications on all topics between the Company and the District during the Service Agreement. The Executive Committee is specifically authorized to take the following actions with consensus of the Committee:

i. Authorize no-cost changes to the Minimum Staffing Plan upon recommendation from the Operations Committee and Maintenance Committee’s joint annual meeting, and recommend changes with a cost impact to the Commission for Amendment.

ii. Annually review the Standards of Performance (Exhibit C) to determine whether to recommend the Commission adopt changes applicable to the following Contract Year.

iii. Review recommendations for Amendments from other Committees and determine whether to make such recommendations to the Commission for approval.

iv. Consider disputes and matters referred to it by the other committees and any other matter contemplated to be resolved by the Executive Committee under the Service Agreement or Exhibit B (Scope of Services). The Executive Committee has settlement authority of up to $100,000, settlements of disputes above this value must be approved by the Commission. Decisions of the Executive Committee reached in accordance with this section are binding upon MMSD and Company unless appealed as set forth below.

(b) Composition. The Executive Committee consists of MMSD’s Executive Director and Director of Technical Services and two senior executive representatives from the Company. Any Executive Committee member may appoint a designee to participate in their stead.

(c) Procedures.

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i. Meeting. The Executive Committee shall meet at least quarterly and on an ad hoc basis as needed upon referral of a matter from another committee or to resolve any other matter contemplated to be resolved by the Executive Committee under the Service Agreement. The Executive Committee shall meet at the MMSD Headquarters.

i. Agenda. The Executive Committee will develop a standing agenda of ongoing matters to be addressed at every meeting, including reviewing the management, administrative, workforce, procurement, community outreach and supplier development programs, as well as all matters referred to it by the Operations Committee and the Maintenance Committee. In addition, at least three days prior to the meeting, any member can email all committee members a list of other matters they wish to discuss to be added to the agenda.

ii. Deciding Matters. The Executive Committee will render final decisions only by unanimous vote. If the Executive Committee fails to reach consensus, MMSD’s Executive Director shall decide the matter. If the Company rejects the Executive Director’s decision, then the dispute resolution provisions of the Service Agreement shall govern.

iii. Minutes. The Executive Committee shall record minutes of Executive Committee meetings and distribute them to Executive Committee members by email within 15 business days of each meeting. The minutes shall be considered a public record. The Executive Director shall provide staff to record and distribute the minutes.

2. Operations Committee

(a) Purpose and Authority. The Operations Committee is established to facilitate communication between the Company and MMSD regarding all operations of the WRFs and Conveyance facilities, including wet weather operations, biosolids production, process adjustments, and use of the SCADA and Hach-WIMS data management systems.

The Operations Committee is specifically authorized to take the following actions with consensus of the Committee:

i. Make recommendations to the Executive Committee, following the joint annual meeting with the Maintenance Committee, regarding the modifications to the Minimum Staffing Plan.

ii. Adjust the Minimum Storage quantities of Process Chemicals required by the Process Chemical Inventory (Exhibit L).

iii. Make changes to Odor Protocols.

iv. Monthly review all operational Standards of Performance for the prior month, review Fee Reductions and determine if any Fee Reductions related to operations

Page 3 of 5 Exhibit P - Final Draft RFP 2025 were assessed in error or were determined to be unwarranted and direct the District to return Fee Reductions accordingly.

v. Determine additional costs for operation and maintenance during construction of Capital Projects such as chemical costs, energy usage, staff overtime, and temporary processing equipment, and approve such costs up to $50,000 per Capital Project. Costs greater than $50,000 shall be approved by Amendment.

vi. Determine appropriate operational cost changes to the Annual Base Fee for new Assets. Recommend Amendments to authorize such cost changes.

vii. Consider issues, disputes and claims related to Operations. The Operations Committee has settlement authority of $50,000. All unresolved matters and those where the recommended resolution is over $50,000 will be referred to the Executive Committee for final decision.

(b) Composition. The Operations Committee consists of MMSD’s Office of Contract Compliance Manager and Deputy Operations Officer and the Company’s Operations Manager and Conveyance Manager.

(c) Procedures.

ii. Meeting. The Operations Committee shall meet monthly or as needed. The Operations Committee shall meet either JIWRF or SSWRF. Either party may request an emergency meeting of the Operations Committee, which may be held virtually. Either party may place items on the meeting agenda.

iii. Agenda. The Operations Committee will develop a standing agenda of ongoing matters to be addressed at every meeting, including reviewing all operations sections of the monthly report, as well as assessing the status and function of all Operations subcommittees. At least three days prior to the meeting, any member can email all committee members a list of other matters they wish to discuss to be added to the agenda.

iv. Deciding Matters. The Operations Committee will render decisions only by unanimous vote. If the Operations Committee fails to reach consensus, the Operations Committee shall refer the unresolved matter to the Executive Committee.

v. Minutes. The Operations Committee shall record minutes of Operations Committee meetings and distribute them to Operations Committee members by email within 15 business days of each meeting. The minutes shall be considered a public record. The Company shall provide staff to record and distribute the minutes.

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(d) Subcommittees. The Operations Committee may establish and disband Subcommittees as it deems appropriate. The Energy Purchasing Committee shall be a Subcommittee that meets for the duration of the Term.

i. Energy Purchasing Committee. MMSD and the Company shall maintain during the Term of the Service Agreement an Energy Purchasing Committee as required by MMSD Commission Policy 1-59.06, Energy Risk Management Policy, as may be amended. The Energy Purchasing Committee shall have the duties and authority as provided in MMSD Administrative Policy 2-59.06.

3. Maintenance Committee

(a) Purpose and Authority. The Maintenance Committee is established to facilitate communication between the Company and MMSD regarding all maintenance functions, asset management, and implementation and use of the CMMS System. The Maintenance Committee is specifically authorized to take the following actions with consensus of the Committee:

i. Adopt and authorize changes to the preventive maintenance Schedules in Exhibit B pursuant to improved maintenance practices for any asset (or group of similar assets) where the annual cost impact is less than $20,000 for immediate implementation. Where the annual cost impact is greater than $20,000, such changes shall be made by Amendment.

ii. After March 1, 2029, change the threshold between Level A and Level B corrective maintenance up to $100,000.

iii. Change the criticality designation of Assets in the asset management system.

iv. Review spare parts kept in inventory and determine if additional spare parts should be purchased; likewise determine if spare parts have become obsolete or are kept in excess.

v. Approve proposed changes, updates, integrations, and enhancements to the CMMS from the CMMS Integration subcommittee.

vi. Add or delete items from the Preventive Maintenance Plus list in Exhibit B, Schedule B-7.

vii. Monthly, review all maintenance Standards of Performance for the prior month, assess cumulative points and determine Fee Reductions, as well as determine if any previous Fee Reductions related to maintenance were assessed in error or were determined to be unwarranted and direct the District to assess or return Fee Reductions accordingly.

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viii. Consider issues, disputes, and claims related to Maintenance, including those related to approval of CM Authorization requests, Company responsibility for Corrective Maintenance under Service Agreement section 3.03(f), and payment for Corrective Maintenance. The Maintenance Committee has settlement authority of $50,000. All unresolved matters and those where the recommended resolution is over $50,000 will be referred to the Executive Committee for final decision.

ix. Establish and disband subcommittees as necessary.

(b) Composition. The Maintenance Committee consists of MMSD’s Maintenance Officer and one Deputy Maintenance Officer and both of Company’s Maintenance and Asset Managers (WRF).

(c) Procedures.

i. Meeting. The Maintenance Committee shall meet at least monthly. The Maintenance Committee shall alternate meeting locations between the Jones Island WRF and South Shore WRF. Either party may request an emergency meeting of the Maintenance Committee, which may be held virtually. Either party may place items on the meeting agenda.

ii. Agenda. The Maintenance Committee will develop a standing agenda of ongoing matters to be addressed at every meeting, including reviewing the maintenance sections of the monthly report, as well as assessing the status and function of all Maintenance sub-committees. At least three days prior to the meeting, any member can email all committee members a list of other matters they wish to discuss to be added to the agenda.

iii. Deciding Matters. The Maintenance Committee will render decisions only by unanimous vote. If the Maintenance Committee fails to reach consensus, the Maintenance Committee shall refer the unresolved matter to the Executive Committee.

iv. Minutes. The Maintenance Committee shall record minutes of Maintenance Committee meetings and distribute them to Executive Committee members by email within 15 business days of each meeting. The minutes shall be considered a public record. The Company shall provide staff to record and distribute the minutes.

(d) Subcommittees. The Maintenance Committee may establish and disband Subcommittees as it deems appropriate. The CMMS Implementation subcommittee shall be formed prior to the Operational Start Day to oversee the activities necessary to design, configure and implement the CMMS.