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HomeMy WebLinkAbout2010-07-20 - Executive-Administrative-Organizational Committee Meeting Agenda Packet Yorba Linda Water District AGENDA YORBA LINDA WATER DISTRICT EXEC-ADMIN-ORGANIZATIONAL COMMITTEE MEETING Tuesday, July 20, 2010, 4:00 PM 1717 E Miraloma Ave, Placentia CA 92870 COMMITTEE STAFF Director William R. Mills, Chair Ken Vecchiarelli, General Manager Director Michael J. Beverage Pat Grady, Assistant General Manager 1. PUBLIC COMMENTS Any individual wishing to address the committee is requested to identify themselves and state the matter on which they wish to comment. If the matter is on this agenda, the committee Chair will recognize the individual for their comment when the item is considered. No action will be taken on matters not listed on this agenda. Comments are limited to matters of public interest and matters within the jurisdiction of the Water District. Comments are limited to five minutes. 2. ACTION CALENDAR This portion of the agenda is for items where staff presentations and committee discussions are needed prior to formal committee action. 2.1. OCWD Memorandum of Understanding for Annexation Recommendation: That the Committee recommend the Board of Directors execute the revised MOU for annexation with OCWD. 2.2. MWDOC Client Agency Agreement Recommendation: That the Committee recommend the Board of Directors approve the MWDOC Client Agency Agreement. 2.3. Orange County Council of Governments (OCCOG) Joint Powers Agreement Recommendation: That the Committee recommend the Board of Directors adopt Resolution No. 10-19 and execute the amended and restated OCCOG Joint Powers Agreement. 2.4. Memorandum of Understanding with the County of Orange for the Utilization of AlertOC Recommendation: That the Committee recommend the Board of Directors authorize the General Manager to enter into an MOU between the County of Orange and MWDOC for use of the Alert OC system. 3. DISCUSSION ITEMS This portion of the agenda is for matters such as technical presentations, drafts of proposed policies, or similar items for which staff is seeking the advice and counsel of the Committee members. This portion of the agenda may also include items for information only. 3.1. AWWA QualServe Program 3.2. General Counsel's Monthly Summary Billing Report June 2010 3.3. General Manager's Action Plan and Employment Contract (Verbal Report) 3.4. Future Agenda Items and Staff Tasks 4. ADJOURNMENT 4.1. The next regular meeting of the Executive-Administrative-Organizational Committee will be held August 17, 2010 at 4:00 p.m. Items Distributed to the Committee Less Than 72 Hours Prior to the Meeting Pursuant to Government Code section 54957.5, non-exempt public records that relate to open session agenda items and are distributed to a majority of the Committee less than seventy-two (72) hours prior to the meeting will be available for public inspection in the lobby of the District's business office located at 1717 E. Miraloma Avenue, Placentia, CA 92870, during regular business hours. When practical, these public records will also be made available on the District's internet website accessible at http://www.ylwd.com/. Accommodations for the Disabled Any person may make a request for a disability-related modification or accommodation needed for that person to be able to participate in the public meeting by telephoning the Executive Secretary at 714-701-3020, or writing to Yorba Linda Water District, P.O. Box 309, Yorba Linda, CA 92885-0309. Requests must specify the nature of the disability and the type of accommodation requested. A telephone number or other contact information should be included so the District staff may discuss appropriate arrangements. Persons requesting a disability-related accommodation should make the request with adequate time before the meeting for the District to provide the requested accommodation. ITEM NO. 2.1 AGENDA REPORT Meeting Date: July 20, 2010 Budgeted: N/A To: Executive-Administrative- Organizational Committee Funding Source: N/A From: Ken Vecchiarelli, General Manager Presented By: Ken Vecchiarelli, General Dept: Administration Manager Reviewed by Legal: No Prepared By: Annie Alexander, Executive CEQA Compliance: N/A Secretary Subject: OCWD Memorandum of Understanding for Annexation SUMMARY: On October 16, 2009, YLWD filed a formal request to annex territory to the Orange County Water District. The City of Anaheim and the Irvine Ranch Water District also filed formal requests to annex property in January and February 2010, respectively. The first version of the Memorandum of Understanding (MOU) was approved by the YLWD Executive-Administrative-Organizational Committee on May 5, 2010. Since that time, the MOU has been revised and is being presented to the Committee for reconsideration. STAFF RECOMMENDATION: That the Committee recommend the Board of Directors execute the revised MOU for annexation with OCWD. DISCUSSION: The attached revised MOU was approved by the OCWD Water Issues Committee on July 14, 2010 and is being presented to the OCWD Board of Directors for consideration on July 21, 2010. The recent revisions to the MOU are highlighted on pages 9 and 18. Once the revised MOU has been approved by the OCWD Board of Directors, staff will present it to the YLWD Board of Directors for consideration. Within thirty (30) days of the date of the approved MOU, YLWD will be required to notify OCWD of the location, proposed depth(s) and capacity of future groundwater production facilities. If no new groundwater facilities are planned, OCWD requires the identity and planned increase in production levels for any existing groundwater production facilities needed to support the territory YLWD wishes to annex. Upon completion and certification or adoption of the CEQA Documentation, all four (4) parties named in the MOU will prepare and consider approving and executing an annexation agreement setting forth the direct financial obligations of each agency with respect to their annexation requests and associated impacts. This obligation includes an annual annexation charge, as set forth in the attached OCWD Resolution 86-2-15. ATTACHMENTS: Name: Description: o ype: Annexation MOU - 071410.pdf Revised OCWD Annexation MOU Backup Material MEMORANDUM OF UNDERSTANDING BETWEEN ORANGE COUNTY WATER DISTRICT, CITY OF ANAHEIM, YORBA LINDA WATER DISTRICT AND IRVINE RANCH WATER DISTRICT REGARDING PROCESSING AND CONSIDERATION OF ANNEXATION REQUESTS AND ASSOCIATED CEQA DOCUMENTATION THIS MEMORANDUM OF UNDERSTANDING (hereinafter referred to as the "MOU") is entered into as of this day of July 2010, by and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924 of the California Statutes of 1933, as amended (hereinafter referred to as "OCWD"), the CITY OFANAHEIM, a charter municipal corporation (hereinafter referred to as "City"), the YORBA LINDA WATER DISTRICT, a special governmental district formed under the County Water District Law, Water Code section 30000, et seq. (hereinafter referred to as "YLWD"), and the IRVINE RANCH WATER DISTRICT, a special governmental district formed underthe County Water District Law, Water Code section 30000, et seq. (hereinafter referred to as "IRWD"). RECITALS A. OCWD's Resolution No. 86-2-15 adopted on February 19, 1986, and affirmed by Motion No. 99-107 set forth in the minutes of June 2, 1999, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference (the "Policy"), provides for the annexation of territory that is within the boundaries of long-term producers within OCWD, within the Santa Ana River Watershed and the boundaries of the Metropolitan Water District of Southern California, subject to the payment of an annexation fee calculated under a formula specified therein, for the purpose of providing uniformity of cost and access throughout the lands within OCWD's jurisdictional boundaries. B. By letter dated October 16, 2009, YLWD filed a formal request to annex 1 certain territory within the service boundaries of YLWD and depicted in Exhibit "B" hereto to OCWD (such request is hereinafter referred to as the "YLWD Annexation Request," and such territory is referred to as the "YLWD Territory"). By letter dated January 15, 2010, the City filed a formal request to annex certain territory within its municipal boundaries, as depicted in Exhibit "C" hereto, to OCWD (such request is hereinafter referred to as the "City Annexation Request," and such territory is hereinafter referred to as the "City Territory"). By letter dated February 17, 2010, IRWD filed a formal request to annex certain territory within its boundaries, as depicted in Exhibit "D" hereto, to OCWD (such request is hereinafter referred to as the "IRWD Annexation Request," and such territory is hereinafter referred to as the "IRWD Territory") (The YLWD Annexation Request, the IRWD Annexation Request and the City Annexation Request are hereinafter collectively referred to as the "Project"). C. OCWD has undertaken a preliminary review of the YLWD Annexation Request, the IRWD Annexation Request, and the City Annexation Request and determined that the YLWD Territory, IRWD Territory, and the City Territory each satisfies the Policy's criteria for annexation of such territory to OCWD. D. The parties mutually desire that OCWD process the YLWD Annexation Request, the IRWD Annexation Request and the City Annexation Request, and set forth in this MOU the terms, conditions and understandings governing the processing of the Project and OCWD's consideration whether to initiate one or more annexations. Each of the parties desires to reserve its respective discretion during the term of the MOU to decide whether it desires to continue with the cooperative process as contemplated herein. E. The parties mutually agree that the Project constitutes a "project" for purposes of the California Environmental Quality Act, Public Resources Code section 2 21000, et seq. ("CEQA") and they have determined that OCWD should be the CEQA lead agency for the preparation, processing and certification of the document required under CEQA for the Project ("CEQA Documentation"). YLWD, IRWD and City agree to pay the consultant's costs necessary to prepare and process the CEQA Documentation and the costs for any identified mitigation measures, as set forth in this MOU. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the matters recited above and the covenants, conditions and promises contained herein, the parties agree as follows: SECTION 1: Intent. The parties believe that undertaking the process provided for in this MOU will be in the best interest of promoting consensus among the parties and other interested agencies in accomplishing the planning and annexation activities described herein, but do not hereby intend to relinquish any legal rights except to the extent expressly stated herein. SECTION 2: Protect Review. 2.1 Lead Agencv. OCWD shall be the CEQA lead agency for the preparation, processing and certification of CEQA Documentation, and for the consideration of initiation of the City Territory, the IRWD Territory and the YLWD Territory to OCWD, as described in this MOU. 2.2 Responsible Agency. The Project includes discretionary approvals by City, IRWD and YLWD in addition to OCWD's consideration of the Project as the lead agency. 3 City, IRWD and YLWD shall be CEQA responsible agencies for the preparation, processing and certification of the CEQA Documentation, as described in this MOU. As the lead agency, OCWD shall contract with and manage consultants to prepare and process the CEQA Documentation. OCWD shall consult with City, IRWD and YLWD and provide City, IRWD and YLWD with an opportunity to review and provide input on each major substantive step involving direction by OCWD to OCWD's consultants regarding the Project, including, but not limited to, consultant and supporting technical consultant selection; scoping; any partially-complete administrative review drafts required of a consultant; screen check review drafts; draft responses to comments; draft mitigation measures and monitoring plans; and draft findings. 2.3 Scope of Review. The parties intend that the CEQA Documentation shall cover the proposed initiation, processing, approval and implementation of the annexation of the YLWD Territory, IRWD Territory and the City Territory to OCWD, and shall be used by other agencies in connection with their review and action on the Project, including but not limited to the Orange County Local Agency Formation Commission ("LAFCO") in the event that proceedings are initiated to annex the YLWD Territory, IRWD Territory or the City Territory to OCWD. 2.4 Milestone Schedule. The parties shall cooperate and use their best efforts to prepare, process and consider certification or adoption of the CEQA Documentation in accordance with the following schedule: Task Completion Date Selection and retention of CEQA Documentation consultant September 2010 Transmit Notice of Preparation November 2010 4 Completion of screen check (administrative draft) CEQA April 2011 Documentation Release of draft CEQA Documentation for public review: June 2011 Completion of responses to comments on draft CEQA August 2011 Documentation: OCWD Board consideration of certification or adoption of CEQA September 2011 Documentation & Annexation Agreement: SECTION 3: Responsibilities of Parties. 3.1 OCWD's Responsibilities. 3.1.1 OCWD will prepare the CEQA Documentation to evaluate the potential environmental impacts of the Project comprising the annexation of the YLWD Territory, IRWD Territory and the City Territory to OCWD in accordance with the YLWD Annexation Request, IRWD Annexation Request and the City Annexation Request. 3.1.3 Technical Assistance. At no cost to City, IRWD and YLWD other than as set forth in this MOU, OCWD will provide technical assistance requested by City, IRWD and YLWD (including groundwater modeling) to support OCWD's processing of the CEQA Documentation and the Project, and City, IRWD and YLWD's CEQAclearance on their own future production facilities if any, to serve their respective territories covered by the Project. Depending upon the environmental assessment of City, YLWD and IRWD's future groundwater production facilities, City, YLWD and IRWD will determine their appropriate CEQA documentation, which may employ tiering from OCWD's CEQA documentation for the Project, and may rely upon OCWD's CEQA documentation for any of the analysis therein. 3.2 City, IRWD and YLWD Responsibilities. 3.2.1. Within 30 days of the effective date of this MOU, the City, IRWD and 5 YLWD will notify OCWD of the location, proposed depth(s) and capacity of future groundwater production facilities (or, if no new groundwater production facilities are planned, the identity and planned production level of any existing groundwater production facilities) to support, respectively, the City Territory, the IRWD Territory and the YLWD Territory. 3.2.2 . At no cost to OCWD other than as set forth in this MOU, City, IRWD and YLWD will cooperate with OCWD in any data collection relating to City, IRWD and YLWD's respective future groundwater production needs, that OCWD may reasonably determine as necessary for the preparation and processing of the CEQA Documentation. SECTION 4: Costs. 4.1 CEQA Documentation. The cost of preparing, processing and certifying or adopting the CEQA Documentation, for purposes of this Section, shall be the direct cost (fees and out of pocket expenses) incurred by OCWD in retaining consultants to prepare the documents and supporting technical studies, responses to comments, attendance at meetings, and related activities normally associated with the preparation, processing and certification of CEQA documentation. (Collectively, "Consultant Costs"). City, IRWD and YLWD agree that OCWD shall not be responsible for any of the Consultant Costs; and City, IRWD and YLWD agree to pay their respective percentage of the Consultant Costs as shown below which is based upon the estimated ultimate total water demands from the City Territory, IRWD Territory and the YLWD territory (the "Allocation"): Agency Ultimate Water Cost Demands Share City 2,470 afy 16% 6 IRWD 6,130 afy 41% YLWD 6,500 afy 43% Totals 15,100 afy 100% OCWD shall transmit Consultant Cost invoices to City, IRWD and YLWD on a quarterly basis. City, IRWD and YLWD shall each pay its share of each such invoice to OCWD, based upon the Allocation, within 30 days of the date of receipt of such invoice from OCWD. OCWD, City, IRWD and YLWD shall each bear its own staff, administrative, overhead, legal and other costs incurred in preparing or supporting the preparation, processing and certification of the CEQA Documentation. 4.2 CEQA Mitigation Cost. City, IRWD and YLWD shall be solely responsible for funding or implementing any and all mitigation measures identified by the CEQA Documentation certified or adopted by OCWD, based upon the Allocation, (unless mitigation measures can be individually identified and assigned by joint agreement of City, IRWD and YLWD), or unless City, IRWD and/or YLWD decides to terminate this MOU in accordance with Section 7. SECTION 5: Indemnification. 5.1 Legal Challenge to CEQA Document Preparation. City, IRWD and YLWD shall each defend (with counsel approved by OCWD), indemnify and hold OCWD harmless from any costs or liabilities, including attorneys' and consultants' fees, incurred by OCWD in connection with (i) any legal challenge to the adequacy or validity of the CEQA Documentation, OCWD's certification or adoption of the CEQA Documentation and any associated findings by OCWD, or OCWD's actions with respect to initiating annexation to OCWD of the YLWD Territory, IRWD Territory and/or the City Territory, (ii) any appeals filed 7 against OCWD regarding the matters described in clause (i) above, and (iii) preparing, processing and certifying any subsequent or supplemental CEQA Documentation in response to orders or other judicial determinations issued in the matters described in clause (i) above (collectively, "Challenges") based upon the Allocation set forth in Section 4.1. Notwithstanding the foregoing, if City, IRWD and YLWD jointly agree based upon the allegations in the Challenge that any Challenge is specifically directed against any individual party, but not all three of the City, IRWD or YLWD , then that party or those two parties shall be solely responsible for all of the costs and liabilities relating to that Challenge. 5.2 Assistance and Cooperation in Litigation. City, IRWD and YLWD shall cooperate and provide any assistance reasonably requested by OCWD or another party in defending against a Challenge. Nothing in this MOU precludes City, IRWD and/orYLWD, at its own cost, either from defending its interests in any Challenge to which City, IRWD and/orYLWD is/are joined, or from intervening in a Challenge to defend its interests. In the event that City, IRWD and/orYLWD directly participate in a Challenge, OCWD, City, IRWD and/or YLWD shall cooperate in good faith with each other in the defense of the Challenge. 5.3 Survival of Indemnity Obligations: The provisions of this Section 5 shall survive the expiration or earlier termination of this MOU. SECTION 6: Processing the Project 6.1 Annexation Agreement. Upon completion and certification or adoption of the CEQA Documentation, OCWD, City, IRWD and YLWD shall prepare and consider approving and executing an annexation agreement based upon the terms and conditions 8 listed in Exhibit E, "Annexation Agreement Terms". Exhibit E sets forth all--efthe principalsr`" & proposed substantive terms and conditions and direct financial obligations of the City, IRWD and YLWD to be imposed in connection with the City Annexation Request, the IRWD Annexation Request and the YLWD Annexation Request, respectively. The parties acknowledge OCWD's right to include additional terms and conditions in the Annexation Agreement considered by the OCWD, the City, YLWD and IRWD as a result of the process for reviewing annexation requests as set forth in this MOU. All parties res~e the right to ad-d- ad- -litiep-al nrnrlitirnc anrJ terms try Ex-h-104-E-. 6.2 Annexation Terms. It is the intent of the parties to reach agreement as to the Annexation Agreement Terms, to be set forth in a resolution of application to be considered and adopted by OCWD and filed with LAFCO to initiate proceedings to annex the YLWD Territory, IRWD Territory and the City Territory. 6.3 Parties' Discretion. Notwithstanding any other provision of this MOU, each party retains the full right and discretion whether (a) to certify or adopt the CEQA Documentation, (b) to approve the Annexation Agreement, (c) to agree to the Annexation Agreement Terms, or (d) to initiate (or support the initiation of) the annexation of either the YLWD Territory, IRWD Territory or the City Territory to OCWD. SECTION 7: Term and Termination of MOU. 7.1 Term. This MOU shall continue and remain in effect until the earlier of (a) the filing by OCWD of an application with LAFCO for the annexation of the YLWD Territory, IRWD Territory and the City Territory to OCWD, or (b) December 31, 2015. 7.2 Termination. If any party desires to terminate the MOU, it may do so by giving 9 thirty (30) days written notice thereof to each of the other parties. Notice of termination will be effective at the conclusion of such 30 days; provided, however, that City, IRWD and YLWD shall remain responsible for their Challenges Costs (Per Section 5.1) incurred through the effective date of termination or for which that party is responsible. Should City, IRWD or YLWD decide to terminate the MOU, the remaining (non-terminating) party(ies) and OCWD shall meet and confer and jointly determine if the Project contemplated with this MOU should continue and, if so, process an amendment to this MOU or a new memorandum of understanding. Upon termination by a party or parties, the Allocation of Consultant Costs for the remaining party(ies) would proportionally increase based upon the remaining parties (other than OCWD) under this scenario according to Section 4.1. If there are CEQA mitigation measures to be funded or implemented by the terminating party which, if not taken, will impact the CEQA certification, such terminating party shall jointly meet with the non-terminating parties to reach an agreement about the costs to be borne by the terminating party to prepare amended or modified CEQA documentation resulting from such party's decision to terminate the MOU without adopting of funding the mitigation measures. SECTION 8: Notice. Any notice or other written instrument required or permitted by this MOU to be given to any party shall be deemed received when personally delivered or twenty-four (24) hours after being deposited in the U.S. Mail, postage prepaid, registered or certified and addressed as follows: OCWD: Orange County Water District 18700 Ward Street 10 P.O. Box 8300 Fountain Valley, California 92728-8300 Attn: General Manager YLWD: Yorba Linda Water District General Manager P.O. Box 309 Yorba Linda, California 92885-0309 CITY City of Anaheim Public Utilities General Manager 201 South Anaheim Blvd., Suite 1101 Anaheim CA 92805 IRWD Irvine Ranch Water District General Manager PO Box 57000 Irvine CA 92619-7000 11 SECTION 9: MISCELLANEOUS 9.1 Construction and Interpretation. This MOU shall be governed by the laws of the State of California, and construed as if drafted jointly by OCWD, City, IRWD and YLWD. 9.2 Entire Agreement; Amendment. This MOU represents the entire understanding of OCWD, City, IRWD and YLWD as to those matters contained herein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered by this MOU. This MOU may not be modified, altered or amended except in writing signed by OCWD, City, IRWD and YLWD. 9.3 If, after the signing of this MOU, OCWD enters into any MOU regarding annexations that contains terms more favorable to another party than the terms of this MOU, then the General Manager of OCWD and the City, IRWD and YLWD, or their respective designees, shall execute a letter amendment to this MOU documenting the incorporation or substitution (as the case may be) into this MOU of the other MOU's more favorable terms, including elimination of unfavorable terms that are absent from other MOU, without the need for any further approval by the governing bodies of OCWD and City, IRWD AND YLWD. 12 IN WITNESS WHEREOF, the parties hereto have executed this MOU on the day and year first hereinabove written. ORANGE COUNTY WATER DISTRICT By Board President By General Manager APPROVED AS TO FORM: General Counsel - OCWD YORBA LINDA WATER DISTRICT By: Board President By: General Manager APPROVED AS TO FORM: General Counsel - YLWD CITY OF ANAHEIM By: Marcie L. Edwards Public Utilities GM ATTEST: CITY CLERK By: Linda N. Andal, City Clerk APPROVED AS TO FORM CRISTINA L. TALLEY, CITY ATTORNEY Alison M. Kott, Assistant City Attorney 13 IRVINE RANCH WATER DISTRICT By: Board President By: General Manager APPROVED AS TO FORM: General Counsel - IRWD 14 Exhibit A RESOLUTION NO. 86-2-15 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY WATER DISTRICT ADOPTING POLICY REGARDING ANNEXATIONS TO THE DISTRICT WHEREAS, by Resolution No. 85-2-17, this Board adopted its policy regarding annexations to the District; and WHEREAS, the Board of Directors desires to amend its policy on such annexations; NOW, THEREFORE, the Board of Directors of the Orange County Water District does hereby resolve as follows: Section 1: It shall be the policy of the Orange County Water District to accommodate the long-term producers within the District's groundwater management programs and provide uniformity of cost of and access to groundwater throughout the District by consenting to requests for annexation of areas within the Orange County portion of the Santa Ana River watershed, provided that the annexing territory is within the boundaries of The Metropolitan Water District of Southern California. Section 2: Prior to annexation, an agreement shall be entered into between the District and the applicable water purveying agency providing for payment to the District of an annual annexation charge calculated by the following formula: X=AxBxCxE D Where X = Annexation Charge A = Current year's Basin Production Percentage B = Current year's total water demand within annexed territory or 10% of ultimate annual total water demand within annexed territory, whichever is greater C = Current year's ad valorem income D - Current year's total groundwater production E - Applicable percentage (determined from following table): 15 % Groundwater Used Within Service Area of Annexing Purveyor Applicable 0.0 - 5.99 10% 6.0 - 9.99 16% 10.0 - 14.99 25% 15.0 - 19.99 30% 20.0 - 24.99 40% 25.0 - 29.99 48% 30.0 - 34.99 55% 35.0 - 39.99 64% 40.0 - 44.99 72% 45.0 - 49.00 80% 50.0 - 100.00 100% Section 3: Said agreement shall provide for the payment of annexation processing costs as follows: The water purveying agency shall be solely responsible for: a) all direct costs and fees imposed or required by any governmental body or agency having jurisdiction over the processing and completion of the annexation of the subject territory to OCWD; and b) preparing any legal descriptions, boundary surveys or maps required for the processing and completion of such annexation. Section 4: The staff of the District is authorized and directed to draft pre-annexation agreements with entities which have requested annexation to the District and which meet the above-described criteria. Section 5: Resolution No. 85-2-17 is rescinded. 16 Exhibit B YLWD Annexation Request Exhibit C City Annexation Request Exhibit D IRWD Annexation Request 17 Exhibit E Principal Annexation Agreement Terms 1. City, IRWD and YLWD agree to prepare legal descriptions of their respective annexation areas. 2. City, IRWD and YLWD each agree to pay the annual OCWD annexation fee as calculated in Exhibit A with respect to the City Territory, I RWD Territory and the YLWD Territory, assuming LAFCO approves the annexation requests. Total water demands used in the annexation fee formula are net of reclaimed water demands. 3. If the parties enter into the Annexation Agreement, OCWD shall submit an annexation application to LAFCO. City, IRWD and YLWD shall jointly submit supporting resolutions to LAFCO. 4. Because OCWD may lose all or a portion of its property tax revenue in the future, Item "C" in the annexation formula in Exhibit A will be the higher of $19.0 million (The current FY2008-09 property tax revenues) or the actual property tax revenues collected. This provision of the agreement shall terminate 56 years after the date of the Annexation Agreement. 5. City, IRWD and YLWD shall be responsible for all costs and fees based upon the Allocation formula imposed by LAFCO to consider their annexations, and OCWD shall have no responsibility for such costs. 6. City, IRWD and YLWD shall each be responsible for funding or implementing the applicable mitigation measures adopted in connection with the certification or adoption of the CEQA Documentation and the approval of the Project. 7. If City, IRWD and/or YLWD are unable to develop additional groundwater production capacity to serve the annexation areas within five years from the date of the Annexation Agreement, they can elect in their sole discretion to terminate the annual annexation charge payment. The annexation area water demands would then be excluded from the annual BPP/BEA calculation. 8. (For YLWD Annexation Agreement only.) In partial consideration of and if, and only if, the proposed YLWD Annexation request is completed, YLWD, hereby both: (a) releases and covenants not to sue OCWD from or for any claim, liability or obligation to YLWD (i) on its own behalf, or (ii) under the authority of Water Code section 31081 or any other authority, on behalf of any lands within its boundaries, which claim, liability or obligation is based upon, arises from or is in any way related to the "Agreement" dated February 18, 1970, between OCWD and Ernest A. Bryant Jr., and others relating to water and water rights affecting certain lands now within the boundaries of YLWD and included in the YLWD Annexation Request (the "Bryant Ranch Agreement"), and (b), waives and disclaims any right, title and interest, including but not limited water rights or any right to water, that YLWD (i) on its own behalf, or (ii) under authority of Water Code section 31081 or any other authority, on behalf of any lands within its boundary, may have or claim based upon or in any way relating to the Bryant Ranch Agreement. 18 ITEM NO. 2.2 AGENDA REPORT Meeting Date: July 20, 2010 Budgeted: N/A To: Executive-Administrative- Organizational Committee Funding Source: N/A From: Ken Vecchiarelli, General Manager Presented By: Ken Vecchiarelli, General Dept: Administration Manager Reviewed by Legal: No Prepared By: Cindy Botts, Management CEQA Compliance: N/A Analyst Subject: MWDOC Client Agency Agreement SUMMARY: Attached is the final draft of the MWDOC agreement with its Client Agencies on budget, activities and water rate charges. This agreement sets forth the principals and provisions that were discussed between MWDOC and the Ad Hoc Committees from Irvine Ranch Water District, Santa Margarita Water District and Trabuco Canyon Water District. STAFF RECOMMENDATION: That the Committee recommend the Board of Directors approve the MWDOC Client Agency Agreement. DISCUSSION: Key provisions of the agreement are: 1) the definition of "North" and "South" County agencies, 2) the MWDOC budget, 3) MWDOC reserves, 4) a choice of MWDOC Services, 5) revenue collection and rates, 6) interaction with elected officials, 7) selection of Metropolitan Directors, 8) administration with code compliance, 9) compliance with the law, 10) specifics of the Orange County MET Directors' Caucus, 11) remedies and enforcement, 12) terms, 13) obligations of the client agencies, 14) obligations of MWDOC, 15) amendments, 16) no admission by any party, and 17) general provisions. ATTACHMENTS: Name: Description: I ype: MWDOC Client Agency Agreement FINAL 6-24 MWDOC Client Agency Agreement Backup Material 10. pdf Letter to MWDOC_07-16-10.pdf Correspondence to MWDOC Backup Material DRAFT AGREEMENT BETWEEN MWDOC AND ITS CLIENT AGENCIES ON BUDGET, ACTIVITIES, CHARGES AND OTHER ISSUES This Agreement is made by and between the Municipal Water District of Orange County ("MWDOC") and those of its 28 Client Agencies ("Client Agencies") that have signed below. Signatories to this Agreement are also referred to herein collectively as "Parties" and individually as "Party." This Agreement is effective as of the Effective Date established pursuant to Section 12.1 below. RECITALS WHEREAS, MWDOC is a wholesale water provider to 28 Client Agencies in Orange County, California; and WHEREAS, MWDOC is a member agency of the Metropolitan Water District of Southern California ("MET") and appoints four (4) directors to MET's Board of Directors, and Whereas, MWDOC was formed in 1951 by Orange County voters to provide imported water from MET into Orange County; and Whereas, MWDOC has been performing this function and many other functions since its formation in support of Client Agencies within its service area; and Whereas, MWDOC was formed and operates pursuant to the Municipal Water District Law of 1911 (Water Code Section 71000 et seq.) and is governed by a seven-member publicly elected Board of Directors; and, Whereas, an essential area of MWDOC's authority includes the setting of rates for water commodities and services, and while rates may be different for different classes or conditions of service, they shall be uniform for like classes and conditions of service (Water Code § 71614); and, Whereas, an essential area of MWDOC's authority includes representing the Client Agencies at MET to ensure that the approximately $140 million paid to MET each year by MWDOC is used effectively and efficiently; and, Whereas, in addition to its role at MET, MWDOC's regional services to its Client Agencies currently include water use efficiency programs, water supply planning activities to improve reliability and emergency preparedness, the Water Emergency Response Organization of Orange County ("WEROC"), the school education program, and numerous other programs; and 1 DRAFT Whereas, in support of these services to its Client Agencies, MWDOC seeks grant funding for its programs, engages lobbyists on the Federal, State and local levels, and operates a public affairs department that serves its Client Agencies and their customers; and Whereas, MWDOC's budget and rates have been the subject of discussion between MWDOC and some of its Client Agencies over the past several years, and these Client Agencies have raised concerns over whether the rate structure is equitable for larger agencies and whether a Client Agency should be able to opt out of certain services if it already provides those services; and Whereas, in conjunction with the preparation by the Orange County Local Agency Formation Commission ("OCLAFCO") of its 2007 Municipal Services Review and Sphere of Influence for MWDOC, MWDOC and several of its Client Agencies from southern Orange County participated in a series of "stakeholder" discussions facilitated by OCLAFCO in an attempt to resolve these and other concerns; and Whereas, following approval by Orange County LAFCO of the 2007 Municipal Services Review and Sphere of Influence for MWDOC, OCLAFCO retained a consultant to conduct a study of "governance options" for MWDOC ("Governance Study"), which Study was funded 50% by MWDOC and 50% by six of its Client Agencies from southern Orange County; and Whereas, the same six Client Agencies, namely El Toro Water District, Trabuco Canyon Water District, Santa Margarita Water District, Irvine Ranch Water District, Moulton Niguel Water District and South Coast Water District, have issued a "White Paper" regarding the formation of a "South Orange County Water Authority" that discusses issues associated with formation of such an agency if certain changes in MWDOC's operations are not made; and Whereas, the Governance Study recommended the addition of three Client Agencies into the Study effort the City of San Clemente, the City of San Juan Capistrano and Laguna Beach County Water District, thereby bringing the total number of "South County Agencies" to nine; and Whereas, the Parties signing below have reached a comprehensive agreement, memorialized herein ("Agreement"), that accommodates the interests of all Parties, maintains MWDOC as the wholesale regional planning agency and promotes a cooperative and collaborative partnership between MWDOC and its Client Agencies; 2 DRAFT NOW, THEREFOR, THE PARTIES ACKNOWLEDGE AND AGREE AS FOLLOWS: 1. DEFINITIONS 1.1 "South County Agencies," as referenced in the recitals above, refers collectively to City of San Clemente, City of San Juan Capistrano, El Toro Water District, Irvine Ranch Water District, Laguna Beach County Water District, Moulton Niguel Water District, Santa Margarita Water District, South Coast Water District, and Trabuco Canyon Water District. 1.2 "Client Agencies" refers to any and all entities, public or private, that purchase water from MWDOC. 1.3 "North County Agencies" is used for the convenience of the Parties to refer collectively to Client Agencies other than the South County Agencies, including the City of Brea, City of Buena Park, City of Fountain Valley, City of Garden Grove, City of Huntington Beach, City of La Habra, City of La Palma, City of Newport Beach, City of Orange, City of Seal Beach, City of Tustin, City of Westminster, East Orange County Water District, Emerald Bay Services District, Golden State Water Company, Mesa Consolidated Water District, Orange County Water District, Serrano Water District, and Yorba Linda Water District. 2. MWDOC BUDGET 2.1 Core and Choice Services. Commencing in Fiscal Year 2011- 2012, MWDOC will organize its budget according to "Core" services and "Choice" services. See Section 4 below regarding designation of specific services as Core and Choice. 2.1.1 The Core services budget shall include services identified by MWDOC as services that are both essential to its mission and carried out on behalf of the entire MWDOC service area for all 28 Client Agencies. The Core services also include services that MWDOC determines cannot practicably or efficiently be budgeted and charged to individual Client Agencies on an agency-by-agency basis. 2.1.2 Choice services shall be budgeted, described and priced in a manner that is intended to allow individual Client Agencies to decide whether to receive such services from MWDOC. MWDOC's costs for Choice services provided, including 3 DRAFT related Overhead costs, will be recovered only from the MWDOC Client Agencies electing to receive the service. 2.1.3 Once Core and Choice services are established for the purpose of the Fiscal Year 2011-2012 budget, those designations and their associated cost allocations shall thereinafter be presumed reasonable and appropriate; and such designations and cost allocations will be used by MWDOC in its budgeting in subsequent years, subject to Paragraph 5.3 below. The designation of any new or different services to be offered by MWDOC as Core or Choice will be made at the time the services are considered for approval by the MWDOC Board and will be subject to input from the Client Agencies during the review process described below. 2.2 Review of Budget. MWDOC will continue its practice of soliciting and considering review and input on its budget from all MWDOC Client Agencies commencing in December and developing a conceptual draft budget for Client Agency review the following January. Upon publication of the MWDOC Draft Budget in March, MWDOC shall solicit comments from the Client Agencies. The Client Agencies shall indicate to MWDOC by March 15th of each year if any changes in the Choice Services they will be participating in are being reconsidered (some services, such as the South Orange Coastal Ocean Desalination Project, have existing contractual commitments that differ from fiscal year commitments). In the absence of such timely notification of changes by the Client Agencies, the Client Agencies will be deemed to be participating without change in those Choice services in the following budget year to the same extent that the Client Agencies are participating in such Choice Services as of March 15. Client Agencies desiring to submit formal comments on the budget shall deliver such formal comments to MWDOC before April 15th. (See Section 6.1 below, "Elected Officials' Meeting.") These comments will be considered in preparation of the final Budget and will be presented to the MWDOC Board in May. The Parties acknowledge that the MWDOC Board is solely responsible for final approval and establishment of the MWDOC Budget and all rates and charges. 4 DRAFT 3. MWDOC'S RESERVES 3.1 Purpose. MWDOC's Reserves allow it to meet operating and emergency financial requirements for operation of the District, including cash flow for managing grants and such expenses as future building improvements, Other Post Employment Benefits (OPEB), unforeseen emergencies, potential litigation, and MWDOC elections. 3.2 Reserve Line Items. MWDOC adopted a Reserve Policy on June 16, 2010, as outlined in the chart below. MWDOC will segregate its reserves into these categories and will report on the levels each year during the budget preparation process: MWDOC Proposed Reserves as of June 30, 2010 Reserve Category Proposed Amount General Reserves $1,850,000 (Unrestricted Reserve) Grant/WUE Cash flow $1,000,000 (Designated Reserve) Election Expense $ 500,000 (Designated Reserve) Building Repair/Replacement $350,000 (Designated Reserve) Total Designated or $3,700,000 Unrestricted OPEB Reserve $500,000 (Irrevocable Trust - Restricted) 4. MWDOC CHOICE SERVICES MWDOC shall institute a budgeting process in accordance with Section 2 above based on a designation of certain MWDOC services as Core services and other MWDOC services as Choice services. For the purposes of this Agreement and 5 DRAFT the MWDOC 2011-2012 Budget, the designation of Core and Choice services and Overhead costs are identified in Table A, attached. (See 5.3 below) Input to any proposed changes in the designations shall be solicited from the Client Agencies in the annual budget preparation process in accordance with Section 2.2 above. 4.1 Designation of Choice Services. The Choice categories identified at this time are described below. During the first half of fiscal year 2010-11, MWDOC Staff and the Client Agencies will work together to develop the concept, structure, budget and participation terms for the following services and any others identified for implementation beginning July 1, 2011. These will be developed in such a way to be offered to the Client Agencies for participation and will be incorporated into the proposed budget for 2011-12. 4.1.1 Protect Participation Committees 4.1.1.1 South Orange Coastal Ocean Desalination Project will continue to be organized in a Project Participation format with five agencies participating on an equal cost-sharing basis. The participating agencies will ultimately determine all institutional, financing and delivery issues for the project. 4.1.1.2 Poseidon Huntington Beach Ocean Desalination Project is currently organized in a Project Participation format with 23 agencies participating on an equal cost-sharing basis. The costs to date for outside consulting have been paid for by Poseidon, so no local costs have been paid by the agencies. MWDOC has not charged the Project participants for the costs of various MWDOC staff members and a part-time employee and the cost of MWDOC's Legal Counsel for providing support to the Project participants, but these costs will be allocated to the Client Agencies participating in this Project as a Choice Service. 4.1.2 MWDOC - Client Agency Agreements 4.1.2.1 School Program will be organized with each Client Agency participating and paying its share of costs on a per student basis, and this Program also includes as participants the non-Client Agency cities of Anaheim, Fullerton and Santa Ana. 4.1.2.2 Water Use Efficiency Program will be developed as a pay-as-you-go or a pay-for-participation basis instead of a "choice" basis. Functionally, however, 6 DRAFT they will be "choice" programs offered to all Client Agencies by agreement or through direct participation by retail consumers or others in the water service area. The Parties anticipate that the terms for the agreements between MWDOC and the Client Agencies will range between 3 and 5 years. The eight programs currently in operation include: • Residential clothes washers • Sprinkler nozzles • SmarTimers • CII Plumbing Fixtures • Synthetic Turf • Hotel Program • Industrial Program • Landscape Certification Program 4.2 No Provision of similar services by others. Client Agencies that do not participate in a MWDOC Choice service shall not provide similar service outside of its service area to any other Client Agency. 4.3 Core Programs shall be those listed in Table A. Any funding brought in via MWDOC efforts from its State or Federal advocacy efforts, except for those specifically being funded through a Project Participation Agreement, shall be available to all MWDOC Client Agencies via Core or Choice Programs, e.g., such as the Water Use Efficiency Program. 4.4 Overhead Costs shall be those listed in Table A. The Overhead costs are allocated over all Core and Choice services. Subject to Paragraph 5.3, if activities are ever added to or removed from the list of Core or Choice services, the commensurate proportion of Overhead costs will also be allocated accordingly. The determination of the Overhead cost percentage applicable to each Core and Choice service for any particular year shall be made during the budget preparation process and fixed for the entire budget year. 7 DRAFT 5. REVENUE COLLECTION The Parties agree that MWDOC should transition its current rate structure, which includes both a per retail connection charge and a per acre-foot charge, to a structure that includes only a per retail connection charge. Currently, MWDOC's revenue from water rate charges is approximately 65% on the per retail connection charge and 35% on the per acre-foot charge. As described below, MWDOC shall increase the percentage on the per retail connection charge gradually, reaching 100% in fiscal year 2015-16. 5.1 Fixed Charges. Commencing in fiscal year 2011-2012, MWDOC will begin transitioning to a 100% fixed charge. In the first year of this process, 80% of MWDOC's water rate charges for its operating budget will be fixed, and 20% will be water charges. Each year for the next four years, MWDOC will increase the amount on fixed charges by 5%. 5.2 Method of Fixed Charges. MWDOC will continue to use our methodology in effect as of the Effective Date to define retail service connections independent of size as the method of passing charges to the Client Agencies on a fixed charge basis. The MWDOC Board reserves the right to review and determine any changes in how the fixed costs are charged. Any changes in the current method will be reviewed with the Client Agencies prior to any changes being made. 5.3 Designation of Core, Choice and Overhead Services. The designations of services and activities set forth in (i) Section 2.1 and Table A for Core and Choice Service, in (ii) Paragraph 4.4 and Table A for Overhead Costs, and in (iii) Paragraph 5.2 for Method of Fixed Charges, shall carry a presumption of reasonableness and, therefore, shall remain unchanged for the term of this Agreement unless the MWDOC Board determines, in its discretion and at a noticed and public meeting, that a change in circumstances has occurred since the Effective Date that requires a change in the designations. A change in circumstance may be created by, but is not limited to, one or more changes in laws, regulations, permits and/or requirements of a State or Federal entity. 5.4 It is not the intent of this Agreement that MWDOC's ability to raise revenue by a volumetric charge on the amount of MWDOC water use be impaired should it be considered a reasonable solution to 8 DRAFT address the circumstances at some future date. Such proposal will be considered as part of the budget process set forth above. 6. INTERACTION OF ELECTED OFFICIALS 6.1 Elected Officials' Meeting. MWDOC will hold a semi-annual meeting for elected representatives from the Client Agencies in October and April ("Elected Officials' Meeting") in addition to any other meetings, workshops or assemblies open to those officials. The meetings shall be chaired by the President of the MWDOC Board and it is the intent of the Parties that the primary attendees shall be members of their respective governing bodies. The forum will be used to discuss: • MWDOC activities, policies and budget (including reserves) • MET activities and policies • Statewide water resource issues • Strategies to increase Orange County's water supply reliability and to minimize Orange County water costs • Other topics of significant interest to the Orange County water community Beginning in March 2011 and each year thereafter, upon completion of the first DRAFT of the MWDOC Budget for the upcoming year, MWDOC will formally request comments on the budget from all 28 Client Agencies, as described in Section 2.2 above. MWDOC will report on the budget comments received from the Client Agencies at the Elected Officials' Meeting described herein. 6.2 Public Meetings. The Elected Officials' Meetings shall be noticed public meetings of MWDOC's Board. Each Client Agency participating in these meetings shall be responsible for compliance with the Brown Act by its own legislative body. (Government Code § 54950 et seq.) 7. SELECTION OF MET DIRECTORS 7.1 Recommended Appointments by MWDOC Client Agencies. Commencing with the first vacant MWDOC MET Director position following the Effective Date, the MWDOC Board will institute and follow the procedure set forth in this Section 7 for appointing MET Directors. 9 DRAFT 7.1.1 The MWDOC Administrative Code provides that the Board President shall nominate and the Board shall approve MET Directors. 7.1.2 Under the conditions and procedures established in this Agreement, the MWDOC Board will delegate limited nominating power to the MWDOC Client Agencies for two of MWDOC's MET Director positions. 7.1.3 When the first MET Director vacancy occurs following the Effective Date, the South County Agencies that are signatory to this Agreement may nominate a candidate of their choosing ("MET Candidate") through a process to which they all agree, directly to the MWDOC President and Board. In the absence of agreement among the South County signatory agencies, the nomination(s) shall be determined by a "one agency, one vote" process among the signatory agencies. Nominations shall be stated in a letter to the MWDOC Board President signed by authorized elected representatives of the South County Agencies signing this Agreement. Once filled, that seat will be designated, pursuant to this Agreement, as the South County seat. 7.1.4 When the second MET Director vacancy occurs following the Effective Date, the North County Agencies that are signatory to this Agreement may nominate a MET Candidate of their choosing, through a process to which they all agree, directly to the MWDOC President and Board. In the absence of agreement among the North County signatory agencies, the nomination(s) shall be determined by a "one agency, one vote" process among the signatory agencies. Nominations shall be stated in a letter to the MWDOC Board President signed by authorized elected representatives of the North County Agencies signing this Agreement. Once filled, that seat will be designated, pursuant to this Agreement, as the North County seat. 7.2 The MWDOC Board shall consider each nominated MET Candidate seriously, in good faith and in the spirit of this Agreement, but ultimately the Board reserves the right to reject any MET Candidate without cause. The remaining MET Director seats shall continue to be filled pursuant to MWDOC's Administrative Code. MWDOC shall continue its practice of advising the Client Agencies when a vacancy occurs and soliciting potential candidates and input from all Client Agencies for filling these seats. 7.3 All MWDOC MET Directors shall serve at the pleasure of the MWDOC Board for an indefinite term pursuant to the MWDOC 10 DRAFT Administrative Code. If a vacancy occurs in the North County seat or the South County seat, the appropriate Client Agencies, as established herein, may make subsequent nominations to fill the vacancy in accordance with Sections 7.1.3 and 7.1.4, as applicable. The MWDOC Board President shall consider appointment of an ad hoc committee to review the performance of MWDOC's MET Directors upon request of any MWDOC Board Member or Client Agency, or upon the MWDOC President's own determination. Such review, if any, may be conducted no more than once annually. If appointed, the ad hoc committee shall solicit input from the respective nominating areas on the performance of the North County and South County nominated MET Directors. 8. COMPLIANCE WITH MWDOC ADMINISTRATIVE CODE Any MET Candidate nominated and appointed as provided herein must be familiar with MWDOC's Administrative Code and express a willingness to comply with it. This includes, without limitation, meeting the criteria for a MWDOC MET Director established in Section 1500 of the MWDOC Administrative Code. 9. COMPLIANCE WITH LAW Any MET Candidate nominated and appointed as provided herein must comply with applicable laws, including the prohibition against holding incompatible offices. 10. MET DIRECTOR ORANGE COUNTY CAUCUS MWDOC will schedule and conduct at its offices regular meetings of the MET Directors representing MET Member Agencies in Orange County. Meetings will be scheduled at least three (3) times per year to be determined by the Orange County MET Directors at the first meeting each year. The purpose of the meetings is to provide special access by all Client Agencies to the MET directors representing Orange County. 11. REMEDIES AND ENFORCEMENT 11.1 Remedies in General. Except as set forth below, each Party shall have all remedies otherwise available to enforce the terms of the 11 DRAFT Agreement and to seek remedies for any breach hereof, including but not limited to the remedies set forth in Sections 11.2.3, 11.5 and 11.6 of this Agreement. 11.2 Breach of the Agreement. 11.2.1 Any material breach or material violation of the Agreement shall be deemed a default under this Agreement. 11.2.2 In the event of a perceived or alleged material breach or material violation of the Agreement, the Parties agree to work together in good faith to resolve any disagreement using the following dispute resolution process: 11.2.2.1 The Party alleging a breach shall notify the other Parties of the basis for the allegation and the requested cure for the breach. 11.2.2.2 The alleged breaching Party receiving notice of breach shall have 15 calendar days to respond. If the response acknowledges that a breach has occurred, the breaching Party shall have 30 days to cure such breach, provided that if such breach cannot be reasonably capable of being cured within said 30-day period, then the breaching Party shall not be in default of this Agreement provided that the breaching Party is diligently continuing to cure such default. 11.2.2.3 If the Party alleging a breach and the alleged breaching Party disagree with respect to whether a breach has occurred, they shall meet and confer in good faith toward a mutually satisfactory solution. The meet and confer shall be open to all Parties. 11.2.2.4 If the dispute cannot be resolved through the meet and confer process within 60 calendar days after the first meeting, the Party alleging a breach and the alleged breaching Party, along with any other Party that wishes to participate, shall engage in third party mediation, with the participating Parties to equally share mediation costs. Said mediation shall end no later than 90 calendar days after the completion of the original meet and confer process. No Party 12 DRAFT may file a lawsuit concerning the alleged breach until the mediation has ended. 11.2.2.5 In the event a lawsuit is filed after completion of the mediation concerning the alleged breach, the Parties' rights and obligations under this Agreement shall continue until one of three actions occurs: (1) the agreement continues as drafted; (2) the agreement is terminated; or (3) an amendment to the agreement is entered into pursuant to Section 15. 11.2.3 Any Party to this Agreement may, in addition to any other remedy, seek an order from a court specifically enforcing the obligations of the Parties to the Agreement to comply with this Section 11.2. 11.3 Termination of the Agreement in the Event of Certain Activities. The Parties to this Agreement have mutual interests in avoiding the time, expense, and uncertainty of either (a) legislative measures that would affect MWDOC's organizational form or (b) filing an application with the OCLAFCO for secession of a Party or detachment of a Party's territory from MWDOC. Consequently, the Parties to this Agreement agree that "material breach," within the meaning of Section II.(a) shall include (but not be limited to) the following activities that any Party hereto may undertake during the term of this Agreement: 11.3.1 The submission of an application with OCLAFCO to reorganize or undertake an action that would result in a Party's secession or the detachment of all or a portion of a Party's territory, from MWDOC, or would result in any other material change in governance or structure affecting MWDOC. 11.3.2 The filing of any written letters or testimony with, or providing verbal testimony to, any committee or other body of the State Legislature in support of legislative measures that would (A) materially affect MWDOC's organizational form or change the governance of MWDOC, and (B) would result in secession or detachment of territory from MWDOC by any Client Agency. 11.4 An action constituting a material breach under Section 11.3 shall be subject to the dispute resolution provisions of Section 11.2.2. 13 DRAFT 11.5 Enforcement. Any Party may enforce compliance by a defaulting Party with the terms of this Agreement by, among other available remedies: 11.5.1 Filing a complaint for specific performance; 11.5.2 Filing an action to recover actual damages to which the notifying Party may be entitled for violation by the defaulting Party of the terms of this Agreement; 11.5.3 Filing an action to enjoin the violation, on an ex parte basis if necessary, by temporary or permanent injunction, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies, or for other equitable relief; 11.5.4 Petitioning for a writ of ordinary or administrative mandate ordering the defaulting Party to cure; and/or 11.5.5 Petitioning for a writ of ordinary or administrative mandate ordering OCLAFCO not to process an application filed in contravention of this Agreement. 11.6 Injunctive and Temporary Relief Appropriate. The Parties acknowledge that breach of this Agreement may not be adequately remedied by monetary damages and could result in irreparable harm to the aggrieved Parties. Therefore injunctive and temporary relief may be appropriate to ensure compliance with the terms of this Agreement. 12. TERM OF AGREEMENT 12.1 Effective Date. This Agreement shall be effective upon the date of execution by MWDOC, which shall execute the Agreement upon express approval of its Board ("Effective Date"). MWDOC shall inform all Parties by e-mail when that event occurs. 12.2 Subsequent Execution. Any Client Agency that executes this Agreement after the Effective Date shall, upon execution, become a full Party to the Agreement, with all the rights and obligations set forth herein. 12.3 Termination Date. This Agreement shall run for a term of twenty (20) years from the Effective Date, unless terminated as provided herein or extended by agreement of all of the Parties hereto. 14 DRAFT 13. OBLIGATIONS OF CLIENT AGENCIES 13.1 No OCLAFCO Activities. During the term of this Agreement, none of the Client Agencies shall prepare, hire a consultant to prepare, or submit an application to OCLAFCO requesting reorganization or any action that would result in detachment of any territory from MWDOC or any other change affecting the governance, structure or finances of MWDOC. In the event that the OCLAFCO undertakes proceedings, whether in response to an application or pursuant to its own discretionary powers, that reduces the territory within the boundaries or affects or changes the governance, structure or finances of MWDOC, these proceedings shall be considered a material breach of this Agreement by the Party or Parties filing, supporting or in any way furthering the application. 13.2 No Legislative Activities. During the term of this Agreement, none of the Client Agencies shall pursue, support or further any legislative measures that would affect MWDOC's organizational form, finances, exercise of powers, or governance or result in detachment of any territory from MWDOC. . 13.3 Participation in Agreement. During the term of this Agreement, the Client Agencies, and each of them, shall contribute staff time and resources as required to participate and contribute in good faith to the activities and changes discussed in this Agreement. 14. OBLIGATIONS OF MWDOC 14.1 No Legislative Activities. During the term of this Agreement, MWDOC shall not pursue or support legislative measures against any of the Client Agencies with respect to the organizational form or governance of MWDOC. 14.2 Participation in Agreement. During the term of this Agreement, MWDOC shall contribute staff time and resources as required to participate and contribute in good faith to the activities and changes discussed in this Agreement. 15. AMENDMENT OF AGREEMENT 15.1 Any amendment, alteration or variation of any provision of this Agreement ("Amendment") will not be valid unless made in writing. 15 DRAFT 15.2 The Parties acknowledge that the process of obtaining initial approvals and execution of this Agreement has required a substantial investment of public resources and time and that the same process should not be required for subsequent Amendments to the Agreement that are proposed without objection. For this reason, Amendments to the Agreement may be made as provided in this section. 15.2.1 An Amendment to the Agreement proposed by MWDOC shall be distributed by MWDOC to all Parties signing this Agreement for a 30-day review period. 15.2.2 Any and all comments and objections to the Amendment shall be provided by the Parties to MWDOC before the conclusion of this 30-day review period. 15.2.3 MWDOC shall consider all comments and objections and may modify the proposed Amendment accordingly. A modified Amendment shall be distributed to all Parties signing this Agreement for an additional 30-day review period. 15.2.4 If no objections are received by the conclusion of the 30-day review period, or any subsequent 30-day review period, the Amendment shall be valid and binding on the Parties. Upon this occurrence, MWDOC will provide a copy of the Amendment to all Parties. 15.3 An Amendment to the Agreement proposed by a Party other than MWDOC shall be submitted in writing to MWDOC. If the Amendment is acceptable to MWDOC, MWDOC shall then follow the procedures set forth in section 15.2 above. 16. NO ADMISSION BY ANY PARTY The Parties acknowledge that statements made by the Parties during negotiation of this Agreement, statements made in this Agreement, and all rights and obligations that arise from this Agreement were and are in furtherance of the goal of resolving issues between the Parties without the need for administrative or judicial proceedings, including possible OCLAFCO proceedings and litigation. Neither any statement made during negotiation of this Agreement nor any provision of the Agreement itself shall constitute an admission by a Party or be offered as evidence or included in any record of proceedings in any future administrative or judicial proceeding. 16 DRAFT 17. GENERAL PROVISIONS 17.1 All Parties are deemed to have participated in the drafting of this Agreement, and any rule of law (including by not limited to Civil Code Section 1654) or legal principle that would require interpretation of this Agreement against the drafter hereto shall not apply and is waived by the Parties. This Agreement may be signed in multiple counterparts for convenience of the Parties. 17.2 This Agreement will inure to the benefit of and be binding upon all Parties and their respective successors and assigns. 17.3 This Agreement will be deemed a contract made under the laws of the State of California and for all purposes will be interpreted in accordance with such laws. The Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California. 17.4 This Agreement constitutes the entire agreement among the Parties. This Agreement supersedes any and all other understandings or agreements, either oral or in writing, among the Parties with respect to the subject matter hereof and contains all of the covenants and agreements among them with respect to said matters; and each Party acknowledges that no representation, inducement, promise of agreement, oral or otherwise, has been made by any other Party or anyone acting on behalf of any other Party that is not embodied herein. 17.5 If any action at law or equity, including any action for writ of mandate or injunctive relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party(ies) shall be entitled to its or their reasonable attorney's fees and costs as against the Party(ies) that did not prevail in that action or proceeding. 17.6 All activities undertaken pursuant to this Agreement must be in compliance with all applicable state and federal laws and regulations. 17.7 In the event one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, such portion shall be deemed severed from this Agreement and the remaining parts of this Agreement shall 17 DRAFT remain in full force and effect as though such invalid, illegal, or unenforceable portion had never been a part of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the respective dates shown below. Mayor, City of San Clemente Date Mayor, City of San Juan Capistrano Date President, El Toro Water District Date President, Irvine Ranch Water District Date President, Laguna Beach County Water District Date 18 DRAFT President, Municipal Water District of Date Orange County President, Moulton Niguel Water District Date President, Santa Margarita Water District Date President, South Coast Water District Date President, Trabuco Canyon Water District Date Mayor, City of Brea Date 19 DRAFT Mayor, City of Buena Park Date Mayor, City of Fountain Valley Date Mayor, City of Garden Grove Date Mayor, City of Huntington Beach Date Mayor, City of La Habra Date Mayor, City of La Palma Date 20 DRAFT Mayor, City of Newport Beach Date Mayor, City of Orange Date Mayor, City of Seal Beach Date Mayor, City of Tustin Date Mayor, City of Westminster Date President, East Orange County Water District Date 21 DRAFT President, Emerald Bay Services District Date President, Golden State Water Company Date President, Mesa Consolidated Water District Date President, Orange County Water District Date President, Serrano Water District Date President, Yorba Linda Water District Date 22 DRAFT Table A - MWDOC Breakdown of Services/Activities/Costs Core Services Choice Services Overhead Costs Board Compensation & Benefit Water Use Efficiency Salary charged to overhead Retiree Costs • Residential clothes washers function (vacation, sick leave Legal Costs • Sprinkler nozzles and holidays) Board Elections Personnel development SmarTimeis Legal costs charged to overhead Accounting and General Admin • C11 Plumbing FixtUres function MET Representation • Synthetic Turf Employee benefits • MET Director Support • Hotel Program Personnel/staff development • MET policy analysis, programs and • Industrial Program Information technology special projects • Landscape Certification Program Conference employee • MET operations, water rates and accounting Includes marketing materials for WUE Travel & Accommodations activities, staff time, overhead and grant employee Staff time for MWDOC's Water Use funds (MET and other) Automotive/Mileage/Toll Efficiency Programs Manager Govermnental Relations Office maintenance Governmental Affairs • Any project or program legislative or Rents & Leases • In-house staff for legislative info grant support on choice activities Office supplies • WACO, ISDOC and other support Townsend Public Affairs Insurance expenses • Federal lobbyist for countywide funding Specific Programs Utilities telephone • State lobbyist for countywide legislative, • School program Miscellaneous expenses grant funding and policy access • South Orange Coastal Ocean Desal itis fees for overhead Professional ivvities • Local lobbyist for Board of Supervisors Project activities Public Affairs o Federal lobbying for SOCODP Barker Software support • Coordination with MET, other regional Computers/software and local retailers o Federal lobbying for SOCODP Townsend • Basic communications functions-media outreach and inquiries, water • Support for Poseidon Desal Project information and messaging, MWDOC • Other Project specific studies website • Non-countywide issue studies • MWDOC newsletter (e-currents) • Countywide surveys as appropriate • Countywide water awareness in coordination with retail agencies Research support for Center for Demographic Research Water Su12ply Planning • Coordination among agencies • Water use tracking and projections • Water supply analysis • Regulatory compliance issues • Water trends analysis • Countywide studies WEROC MWDOC contribution 23 ~o fypTe,y,0 s _~o Ul w July 16, 2010 ---~q Mr. Kevin Hunt, P.E. General Manager 139REP rca Municipal Water District of Orange County Wer¢en~a¢r 18700 Ward Street Fountain Valley, CA 92708 Dear Kevin, or =M Subject: Proposed Municipal Water District of Orange County (MWDOC) "Client Agency" Agreement The nine undersigned south Orange County water agencies and citiest were pleased to receive the draft agreement entitled: "Agreement Between MWDOC and its Client Agencies on Budget, Activities, Charges and Other Issues" that was transmitted by MWDOC via cover letter dated June 28, 2010. The managers of these agencies have had a chance to conduct a preliminary review of the draft agreement and have met to discuss our comments. In summary, we are concerned that while the draft agreement includes the basic principles and provisions previously negotiated and agreed to by MWDOC and the south Orange County agencies' elected official representatives, the agreement as drafted incorporates other provisions that are inconsistent with or erode the intent of the conceptual j R~BUCOCUYYON terms set forth in the April 7, 2010 memorandum prepared by MWDOC and the April 28, 2010 letter from the undersigned agencies concurring with the terms and providing clarifications. This lack of consistency is somewhat disconcerting and raises a fundamental LdGUN9 BEBCN question regarding MWDOC's commitment to implementing the agreed-to conceptual COUNTY WATER DISTRICT terms as addressed below. While as previously noted the draft agreement nominally includes all the conceptual principles and provisions agreed to by MWDOC and the south Orange County agencies, our foremost concern is that the draft agreement maintains MWDOC's full discretion regarding the way in which the substantive provisions are implemented and in some cases n permits MWDOC to deviate from or even disregard the agreed-to terms. In addition, the draft agreement introduces entirely new terms that were neither proposed nor discussed during the negotiation process, and incorporates an overly complicated and legalistic breach, enforcement and remedy procedure that is contrary to a simple dispute resolution El Toro Water District (ETWD), Moulton Niguel Water District (MNWD), Irvine Ranch Water District (IRWD), South Coast Water District (SCWD), Santa Margarita Water District (SMWD), Trabuco Canyon Water District (TCWD), Laguna Beach County Water District (City of Laguna Beach), and the cities of San Juan Capistrano and San Clemente. Proposed Municipal Water District of Orange County (MWDOC) "Client Agency" Agreement July 16, 2010 Page 2 and, if unsuccessful, termination for non-performance that was agreed to by the south County agencies. Taken in total, the draft agreement requires substantial consideration over the proposed 20-year term from the MWDOC member agencies that sign the agreement, while only committing MWDOC to various service provision processes that still allow discretion in implementing the substantive terms. To illustrate this point we would like to offer three examples. First, Section 5 of the draft agreement describes the process whereby MWDOC will transition to collecting revenue from its member agencies on the meter charge within five years. This is consistent with the agreed-to conceptual terms. However, at the end of this section MWDOC reserves the right to add a volumetric charge to the water it sells at its sole discretion, thereby nullifying MWDOC's commitment to collect revenue on the meter charge. A second example concerns MWDOC's appointment of MWD Directors designated by the south County and north County agency groups, respectively. In the draft agreement, MWDOC reserves the right to reject a nominee from the agency groups "without cause." This is not only contrary to the negotiated terms but fundamentally maintains MWDOC's ability to arbitrarily decide who it appoints to the MWD Board to represent the agency groups regardless of the groups' recommendations. Our final example pertains to an entirely new term added by MWDOC in the draft agreement. Specifically, Section 4.2 disallows a signatory agency from providing services "similar" to MWDOC's Choice services outside its service area. This provision would essentially prevent two or more MWDOC member agencies from collaborating on items such as school education programs, conservation efforts, desalination or other such projects or programs. This is not only objectionable because it is a newly-introduced term, but it is an ill-conceived idea that is contrary to cooperation and partnerships among member agencies. The aforementioned items have raised a fundamental question that we believe needs to be answered before the undersigned agencies continue their efforts to negotiate an acceptable agreement with MWDOC that reflects the agreed-to conceptual terms. The fundamental question is whether or not MWDOC's management and Board believe the agency can enter into an agreement which fully and unequivocally implements the agreed-to terms (thereby limiting MWDOC's discretion in the principal areas negotiated) in exchange for the signatory agencies' significant curtailment of their discretion in the form of an agreement not to proceed with LAFCO or legislative actions regarding MWDOC's governance. We request a Board-authorized response to this question so we can inform our elected representatives of MWDOC's intentions prior to proceeding on a schedule to finalize comments and engage in further negotiations regarding the draft agreement. Proposed Municipal Water District of Orange County (MWDOC) "Client Agency" Agreement July 16, 2010 Page 3 In closing, last April when MWDOC and the south County agencies came to an accord on conceptual terms our agencies were all very optimistic and pleased to bring this matter to resolution. Although we remain committed to a solution, the draft agreement has triggered renewed concerns regarding MWDOC's dedication to moving forward on a balanced and mutually beneficial basis. Thank you for your consideration and we look forward to your response. Sincerely, G~ Bob Hill Paul D. Jones Il El Toro Water District Irvine Ranch Water District Renae Hinchey John Schatz Laguna Beach County Water District Santa Margarita Water District 6 &-dl. Don Chadd Mike Dunbar Trraabbuuco Canyon Water District South Coast Water District Bob Gumerman e Tait Moulton Niguel Water District City of San Juan Capistrano eCity of San Clemente cc: MWDOC north Orange County agencies' water service managers ITEM NO. 2.3 AGENDA REPORT Meeting Date: July 20, 2010 Budgeted: N/A To: Executive-Administrative- Organizational Committee Funding Source: N/A From: Ken Vecchiarelli, General Manager Presented By: Ken Vecchiarelli, General Dept: Administration Manager Reviewed by Legal: No Prepared By: Cindy Botts, Management CEQA Compliance: N/A Analyst Subject: Orange County Council of Governments (OCCOG) Joint Powers Agreement SUMMARY: The OCCOG is a joint powers authority within the Independent Special Districts of Orange County (ISDOC) that represents its members by monitoring, analyzing and providing Orange County technical and policy recommendations on plans and programs under consideration by the Southern California Association of Governments (SCAG). STAFF RECOMMENDATION: That the Committee recommend the Board of Directors adopt Resolution No. 10-19 and execute the amended and restated OCCOG Joint Powers Agreement. DISCUSSION: In 2009 the OCCOG Board of Directors determined the need to amend and restate the original joint powers agreement to: 1) update references to OCCOG's administration and establish an OCCOG Executive Director; 2) streamline and make consistent provisions relating to the joint powers agreement and OCCOG bylaws; and 3) update references to the member agencies and their voting on the OCCOG board. The attached resolution executes the District's involvement as a continued Member Agency in OCCOG. ATTACHMENTS: Name: Description: Type: Resolution No. 10-19.doc Resolution No. 10-19 Resolution OCCOG_JPA(Exhibit_A).doc Exhibit A Exhibit RESOLUTION NO. 10-19 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT EXECUTING AN AMENDED AND RESTATED ORANGE COUNTY COUNCIL OF GOVERNMENTS JOINT POWERS AGREEMENT WHEREAS, the Orange County Council of Governments (OCCOG) serves as a Southern California Association of Governments (SCAG) sub-regional organization that represents the interests of Orange County in the consideration of SCAG plans, programs, policies and legislative platforms; and, WHEREAS, the OCCOG was duly established by a joint powers agreement as a separate legal entity by and between thirty (30) founding member agencies between April 1996 and January 1998, with said member agency representation currently comprised of forty (40) public agencies; and with each member, by and through its legislative body, independently determining that the public interest, convenience and necessity required creation of a joint powers authority known as the OCCOG; and, WHEREAS, the OCCOG Board of Directors recognized the need to amend and restate the original OCCOG joint powers agreement to: streamline and make consistent certain provisions relating to OCCOG between the provisions in the joint powers agreement and the provisions of the OCCOG bylaws; address updated references to member agencies and their voting on the OCCOG Board of Directors; add a provision to establish membership dues for member agencies; clarify the powers and limitations of OCCOG; and broaden the ability of OCCOG to retain staff and consultants; and, WHEREAS, the OCCOG Board of Directors duly conducted a public meeting on the amended and restated OCCOG joint powers agreement on June 25, 2009 and unanimously adopted the amended and restated OCCOG joint powers agreement and authorized the transmittal of said amended and restated joint powers agreement to the OCCOG Member Agencies for execution by the legislative body of each Member Agency; and, WHEREAS, in the conduct of its business, the OCCOG has further established bylaws which govern the effective and efficient conduct of the OCCOG, with the founding OCCOG bylaws adopted on May 17, 1997; and, WHEREAS, the OCCOG has concurrently undertaken a comprehensive assessment and revision to its adopted bylaws, in consultation with the OCCOG Board Ad Hoc Bylaws Subcommittee and the Orange County City Managers Association OCCOG Oversight Committee; and, Resolution No. 10-19 Executing an Amended and Restated OCCOG JPA Agreement 1 WHEREAS, the OCCOG Board of Directors, at its meeting of June 25, 2009, reviewed, considered and adopted a comprehensive technical and policy revision to the OCCOG bylaws to further define the operation of the OCCOG; and, WHEREAS, the revised OCCOG bylaws effect such changes as refining OCCOG board membership and voting provisions, authorizing membership dues; requiring that OCCOG board members be from dues-paying member agencies in good standing; and achieving a consistency between the provisions of the OCCOG joint powers agreement and the OCCOG bylaws; and, WHEREAS, the 2009 amendment to the OCCOG bylaws provides a comprehensive technical and policy revision to the OCCOG bylaws, which are consistent with a 2009 amended and restated OCCOG joint powers agreement; now therefore be it, RESOLVED, that the Board of Directors of the Yorba Linda Water District hereby approves the amended and restated OCCOG joint powers agreement as adopted by the Orange County Council of Governments on June 25, 2009, attached hereto as Exhibit A and incorporated herein by this reference.; and be it further RESOLVED, that the Board of Directors of the Yorba Linda Water District executes the amended and restated OCCOG joint powers agreement, and transmits the signed OCCOG joint powers agreement to the OCCOG Interim Executive Director. PASSED AND ADOPTED this 22nd day of July, 2010 by the following called vote: AYES: NOES: ABSTAIN: ABSENT: William R. Mills, President Yorba Linda Water District ATTEST: Ken Vecchiarelli, Secretary Yorba Linda Water District Resolution No. 10-19 Executing an Amended and Restated OCCOG JPA Agreement 2 AMENDED AND RESTATED JOINT POWERS AGREEMENT ESTABLISHING THE ORANGE COUNTY COUNCIL OF GOVERNMENTS This presentation reflects the Amended and Restated Agreement made between the Member Agencies (listed in Exhibit 1) hereinafter collectively or individually referred to as "Member Agencies." RECITALS A. Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code authorizes two (2) or more public agencies to jointly exercise any power common to them. B. E ach Member Agency and party to this Agreement is a governmental entity established by law with full powers of government in legislative, administrative, financial and other related fields. C. Member Agencies realize the urgent need for areawide planning and coordination in order to provide advice to public entities on a range of issues that affect multiple interests. D. Member Agencies believe that the joint exercise of their powers will provide an organization capable of conducting studies and projects designed to improve and coordinate common governmental responsibilities and services on an areav,ide and regional basis through the establishment of a council of governments. E . Member Agencies wish to create a unified subregional organization which will improve Orange Countys abilities to be represented in the southern California region, the State of California and the nation on issues and matters that affect collective Orange County interests. F. Member Agencies believe that an Orange County Council of Governments ("OCCOG") is best suited to accomplish the preparation of subregional plan components mandated by state and federal law to conduct studies and projects designed to improve and coordinate the common governmental responsibilities and services on an areawide and regional basis through the establishment of a council of governments, and explore areas of intergovernmental cooperation and coordination of government programs and provide recommendations and solutions to problems of common and general concern. G. Between approximately April 1996 and January 1998, thirty (30) Member Agencies adopted the original joint Powers Agreement ("Original JPA") for the OCCOG. Since that date, twelve (12) additional Orange County agencies have signed the Original JPA to become Member Agencies. H. The Member Agencies believe the OCCOG has been operating effectively at accomplishing its purposes, as outlined in the Original JPA, and seeks to have the Original JPA amended by this Amended and Restated JPA to better comport with the present and anticipated future needs of the OCCOG. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed Member Agencies agree as follows: SECTION 1 ESTABLISHMENT This Agreement amends and supersedes the Original JPA in its entirety. There is hereby created an organization known and denominated as the Orange County Council of Governments (OCCOG) which shall be a public entity, separate and apart from any member city or county. The Orange County Council of G overnments shall be governed by the terms of this joint Powers Agreement and the Rules, duly passed and adopted by the Board 2 SECTION 2 PURPOSE AND FUNCTIONS 2.1 Functions OCCOG established hereunder shall perform all necessary functions to fulfill the purposes of this Agreement. The OCCOG shall: a. Serve as a forum for consideration, study and recommendation on area-wide and regional problems; b. Assemble information helpful in the consideration of problems peculiar to Orange County; C. Explore practical avenues for intergovernmental cooperation, coordination, and action in the interest of its members; d Seek economies of scale whenever practical in the administration of governmental services; e. Exercise jointly the common powers of its members to manage and administer any implementation agreement or program; f. Make and enter into contracts; g. Contract for the services of engineers, attorneys, planners, financial consultants and others and employ such other persons, as it deems necessary: h Adopt rules, regulations, policies, bylaws and procedures governing the operation of OCCOG; i. Apply for grants under any federal, state, regional or local programs as needed to achieve member objectives; j. Seek the adoption or defeat of any federal, state or local legislation or regulation necessary or desirable to accomplish the stated purposes and objectives of the OCCOG; k. Incur debts, liabilities or obligations; 1. Acquire, hold or dispose of property; m. Receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity; 3 n To the extent not specifically provided in this Agreement, to exercise any powers authorized by the member agencies to achieve the OCCOG's objectives and such further powers not specifically mentioned herein, but common to Member Agencies, and authorized by California Government Code Section 6508. 2.2 Limitation of Powers The manner in which the OCCOG may exercise its powers shall be subject to any statutory limitations applicable to the Orange County Transportation Authority. SECTION 3 ORGANIZATION 3.1 Membership The parties to OCCOG shall be each public entity which has executed or hereafter executes this agreement, or any addenda, amendment, or supplement thereto, and which has not, pursuant to provisions hereof, withdrawn from the OCCOG. Other entities within Orange County may petition to become a member of the OCCOG by submitting to the Board of Directors ('Board") a resolution adopted by its governing body. The Board shall review the petition f or membership and shall vote to approve or disapprove the petition If the petition is approved by a majority of the Board the petitioning entity shall become a member of the OCCOG. The names of the member parties at any time shall be shown on Exhibit 1, attached, as amended or supplemented from time to time. 3.2 Withdrawal from Membership Any member of OCCOG may, at any time, withdraw from the OCCOG. The withdrawal of a member agency shall become effective ninety (90) days after a resolution adopted by its governing body which authorizes withdrawal is received by the OCCOG. 4 3.3 Successor Agency The Orange County Council of Governments is hereby designated the successor in interest to the Orange County Regional Advisory and Planning Council (RAPC). SECTION 4 BOARD OF DIRECTORS 4.1 Board of Directors and Voting All functions of the OCCOG shall be exercised by the Board Recognizing the provisions for formation in Section 9.1 of this agreement, the Board would be composed of elected officials and ex-officio (non voting) representatives of the following entities, as further provided in the OCCOG's Bylaws: Ent-Ay No. of Members Vow County of Orange 1 Orange County Transportation Authority 1 Orange County Transportation Corridor Agencies 1 Orange County Sanitation Districts 1 Orange CountyISDOC/Water Agencies Representative 1 Orange County Representative to SCAQMD 1 Orange County Delegates to SCAG 12 Orange County SCAG representative 1 At-large Orange County Cities Member 1 Total Members 20 voting Additionally, there shall be one Orange County Division, League of California Cities Representative (non voting Ex-Officio), one Private Sector Representative (non voting Ex-Officio) and one University Representative (non- voting Ex-Officio) on the OCCOG Board, but more may be established based on needs and in accordance with the OCCOG's Bylaws. 5 4.2 Terms/Removal Board members serve at the pleasure of the appointing entity and Board, as further set forth in the OCCOG Bylaws. 4.3 Vacancies /Alternates If a person who has been appointed as a director ceases to serve as a member of the appointing entity or no longer qualifies to serve as a member of the appointing entity, he/she shall no longer serve on the OCCOG Board The appointing entity is encouraged to fill vacancies as expeditiously as possible to ensure representation on the voting Board Each Board member can designate one or tm alternates, provided that said alternates serve in a similar capacity in the entity as the Board member (i.e., elected officials for voting members). Alternate directors shall receive all meeting notices and written material sent to directors and shall have the right to participate and vote at meetings of the Board in the absence of the director for whom the alternate director serves. All provisions of law relating to conflicts of interest that apply to a Board member shall apply to alternate board members. 4.4 Ex-Officio Representatives Such representatives shall receive all meeting notices, shall have the right to participate in Board discussions, and shall have the right to place matters on the agenda, but shall not be counted towards a quorum of the Board and shall have no vote. 4.5 No Dual Representation It is recognized that elected officials often represent various agencies by serving on various boards, committees, etc. In instances where elected officials represent more than one OCCOG member agency, the official will choose one agency to represent. When an elected official is the sole representative of an agency, the elected official shall represent that agency on the OCCOG Board Procedures 6 for filling open OCCOG member positions will follow those described in the OCCOG's Bylaws. 4.6 Officers Chair: The Chair of the Board shall be elected annually as further provided in the OCCOG bylaws. Any Board member may be authorized to represent the Board upon approval by the Chairman. Vice Chair: The Vice Chair of the Board shall be elected annually, as further provided in the OCCOG bylaws, and have all the powers to act in the place of the Chair in the Chair's absence. 4.7 Quorum A majority of appointed voting directors shall constitute a quorum for acting on the business of the Board. If such number of Board members is an even number, a majority shall be one more than half the number of appointed directors to the Board 4.8 Meetings Regular Meetings: Regular meetings of the Board shall be held every month according to a schedule approved by the Board at its first meeting each calendar year. Special Meetings: Special meetings may be called by the Chairman or a quorum of Board members. Brown Act: All meetings shall be called and conducted in accordance with the Ralph NL Brown Act. 4.9 Bylaws Bylaws providing additional details pertaining to the conduct of OCCOG and its support structure will be established and approved by the OCCOG Board 7 SECTION 5 STAFFING, FUNDING AND ADDITIONAL RESPONSIBILITIES 5.1 Staffing, Consultants and Agents The Board shall have the power to appoint, by employment or on a contractual basis, and remove an administrative officer to serve as the Executive Director of the Board Such Executive Director shall have full authority and responsibility to implement the purposes and objectives of the OCCOG, subject to the general authority of the Board and specific definition of duties, responsibilities and compensation by contract or employment terms as approved by the Board and as provided by the OCCOG Bylaws. The duties of the Executive Director may be delegated by the Executive Director to subordinate employees or performed through contractual services. The Board may appoint any additional staff, consultants or agents, as deemed necessary or desirable by approval of the Board Such additional officers may be officers or employees of a Member Agency or the Board may approve entering into a contractual agreement for services for any function necessary for the Board to carry out its purpose, which additional officers or employees shall not be deemed employees of the OCCOG. Additional support to OCCOG may be provided through committees, as established in the Bylaws. 5.2 Funding Dues: E ach Member of the OCCOG shall pay annual membership dues to recover costs for staffing, legal services, equipment, materials, contract services, office space and other capital and operational costs as stipulated by OCCOG's annual adopted budget, which dues shall initially be set at the amount provided as Exhibit "2" attached hereto and, thereafter, adjusted pursuant to OCCOG's annual adopted budget. Said dues structure shall be established by resolution of the Board and shall be updated annually. 8 Additional funding for the OCCOG's operation may be provided by monies provided to Orange County from the Southern California Association of Governments, member and/or non-member agency financial contributions, grants, and other sources authorized and approved by the OCCOG Board 5.3 Assignment of Additional. Responsibilities Additional responsibilities will be undertaken by OCCOG in accordance with the following procedures. Requests to Examine Issues and Provide Input/Recommendations: Requests from non member and member agencies may be made to OCCOG to examine activities and provide recommendations. The OCCOG shall assign the Executive Director or an OCCOG committee the task of examining staffing needs and funding issues to undertake additional responsibilities, including the need to establish a special assessment to fund any additional responsibility, and providing recommendations to OCCOG on how and whether it might choose to pursue the request. In addition to considering potential staffing/funding constraints, the Executive Director or OCCOG committee will also base its recomrnendations, and the OCCOG shall consider, on whether the request/issue has strong countywide support among OCCOG members and can reduce or eliminate duplication, improve efficiencies and otherwise achieve countywide consensus and OCCOG objectives. Assignment of Responsibilities to OCCOG: Should requests from member and/or nonmember agencies be made for the OCCOG to assume responsibility for delivery of services, development of plans, programs or similar activities, the OCCOG would assume said responsibilities upon approval of its Board with concurrence of the affected agency(ies). 9 SECTION 6 FINANCES 6.1 Budget Prior to July 1st of each fiscal year, the Board shall adopt a budget. 6.2 Designation of Treasurer and Auditor/ Controller The Board shall, in accordance with applicable law, designate a Treasurer and Auditor/Controller for the OCCOG. The Treasurer shall have charge of the depositing and custody of all funds held by the OCCOG. The Treasurer shall perform such other duties as may be imposed by provisions of applicable law, including those duties described in Section 6505 and 6505.5 of the Government Code and such duties as may be required by the Board The Auditor/Controller shall maintain the financial records of the OCCOG, and shall perform such functions as may be required by provisions of applicable law, this Agreement and any OCCOG bylaws and the direction of the Board 6.3 Obligations of the OCCOG As authorized by California Government Code Section 6508.1, the debts, liabilities and obligations of the OCCOG shall be the debts, liabilities or obligations of the OCCOG alone. No member of the OCCOG shall be responsible, directly or indirectly, for any obligation, debt or liability of the OCCOG, whatsoever. The debts, liabilities and obligations of the OCCOG shall be the debts, liabilities and obligations of the OCCOG alone, and not of the Members. 6.4 Control and Investment of OCCOG Funds The Board shall adopt a policy for the control and investment of its funds and shall require strict compliance with such policy. The policy shall comply, in all respects, with all provisions of applicable law 10 6.5 Funds and Properties The Board shall appoint an entity to receive and have the custody of, and disburse OCCOG funds and property and make disbursements as agreed to by its members. The appointed entity shall invest OCCOG funds in accordance with the general law. All interest collected on OCCOG funds shall be accounted for and posted to the account of said funds. 6.6 Accounts and Reports The OCCOG shall establish and maintain such records and accounts which are deemed necessary to account for and report on the various sources of funds, expenditures, grants, programs and projects and as may be required by good accounting practice, the State Controller or the United States Government. The books and records of the OCCOG shall be open to inspection by representatives of the member agencies at all reasonable times. SECTION 7 INDEMNITY Each party hereto agrees to indemnify and hold the other parties harmless from all liability for damage, actual or alleged to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying party of its employees. The member agencies, and their employees, officers, members and directors will not be liable to OCCOG (or anyone who may claim any right because of a relationship with OCCOG) for any acts or omissions related to the service to OCCOG. OCCOG and its members will indemnify and hold the members harmless from any obligations, costs, claims, judgments, attorneys fees, and/or attachments in any way connected with the services provided to OCCOG under this agreement. II SECTION 8 TERMINATION AND) DISSOLUTION 8.1 Termination The OCCOG shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof or until the parties shall have mutually rescinded this Agreement: providing, however, that the OCCOG and this agreement shall continue to exist for the purposes of disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the OCCOG. Termination shall be accomplished by a majority action of the Board 8.2 Distribution of Property and Funds In the event of the termination of this Agreement, any property interest remaining in OCCOG following the discharge of all obligations shall be disposed in accordance with Government Code Section 6512. SECTION 9 MISCELLANEOUS 9.1 Effective Date This Agreement shall be effective and the Orange County Council of Governments shall exist from and after such date as this Agreement has been executed by 50 percent plus one of the cities or the County of Orange in Orange County representing over 50 percent of the Countys population 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as evidenced by the signatures below. MEMBER AGENCY By. Date: Title: ATTEST: By. APPROVED AS TO FORM By. EXHIBIT 1 MEMBER AGENCIES LISTING City of Aliso Viej o City of Anaheim City of Brea City of Buena Park City of Costa Mesa City of Cypress City of Dana Point City of Fountain Valley City of Fullerton City of Garden Grove City of Huntington Beach City of Irvine City of La Habra City of La Palma City of Laguna Beach City of Laguna Hills City of Laguna Niguel City of Laguna Woods City of Lake Forest City of Los Alamitos City of Mission Viejo City of Newport Beach City of Orange City of Placentia City of Rancho Santa Margarita City of San Clemente City of San Juan Capistrano City of Santa Ana City of Seal Beach City of Stanton City of Tustin City of Villa Park City of Westminster City of Yorba Linda County of Orange Orange County Independent Special Districts/Water Agencies Orange County Transportation Authority Foothill / E astern Transportation Corridor Agency San Joaquin Hills Transportation Corridor Agency County Sanitation Districts of Orange County, Nos. 1,2,3,5,6,7,11,13,14 South Coast Air Quality Management District EXHIBIT 2 FY2009-10 OCCOG MEMBERSHIP DUES Adopted by the OCCOG Board of Directors at its Regular Nlecring of June 25, 2009 2008 Gity Popu7atioj $se'(113) of ; Welglitd Clues' Poplilat of n A opted Member Agencytlame?o~ulaGo:i'. 00 , DOF Intfia~ I)ueS% of Tofak~o.or O~CCG Clues': 1 ALlSU VIEJO 45,249 1.45'% $ X666.67 $ 1,932.94 $ 3,599.61 $ 3,599-61- 2 ANAHEIM 346,8_23 11.11% $ 1 666.67 $ 14 815,56--$--16'-.48--2-.2-2---$ 5,000.00 3BREA 40081 1.28% $ 1,666.67 $ 1,712.18 $ 3,378.84 5 3,378.84 4 BUENA PARK 82,768 2.65% $ 1,666.67 $ 3,535,68 1 5,202.34 S 5,000.00 5l COSTA MESA 113,955 3.65% $ _11666,67 $ _4 867.92 $ 6,534.59 $ 5,000.00 61 CYPRESS _ 49,541 1.59% $ 1,666.67 $ 2,116.29 $_3,782.95_ $ 3,782.95 7 DANA POINT 36,982 1.18% $ 1,666.67 1,579.79 $ 3,246.46 $ 3,246.46 8 FOUNTAIN VALLEY 57^925 1.86% $ 1,666.67 $ 2,474,44 $ 4,141.10 $ 4,141.10 9 FULLERTON _ 137,437 4,40% $ 1,666.67 $ `5,871T02 $ 7,537,6_9 $ 5000.00 10 GARDEN GROVE 173,667 ` 5.54% $ 66.67 $ 7,393.06 $ 9,059.73 $ _ 5,000.00 11 HUNTING_TON BEACH 201,993 6.47%1 $ 1,666.67 $ 8,628.72 $ 10,295.39 $ 5.000.00 12 IRVINE 209,806 _ 6.72% $ 1,666,67 $ 8,962,47 $ 10,629.14 $ 5,000.00 13 ^TLAHABRA _ 62,635 2.01% $ 1,666.67 $ 2,675.64 $ 41342_30 $ 4,342.30 14 LAPAL_MA 16,176 0.52% $,_1,666.67 $ 691.00 $ 2,357.67 $ 2,357,67 15 LAGUNABEACH_ _ 25,131 0.61% $ 1,666.67 I 1,073.54 $ 2,740-21 $ 2,740.21 16 LAG_UNA-FIIL.LS_ ~ 33-,421 1.07% $ 1,666.67 $ T 1,427.68 $ 3,094.34 $ 3,094`34 17 LAGUNA NIGUEL 66,877 2.14% _ 1,666.67 $ 2,856.85 $ 4 ,523,.51 $ 4,523,51 _ 18 LAG UNA WOODS 18,442 0.59% _$-.1,666.67 $ 787.80 $ 2,454.47 $ 2,454.47 19 L_AK_E FOREST 78,317, 2.51% $ 1 666.67 $ 3,345.54 $ _5,012.21 $ 5,000.00 20uLOSALAMITOS _ 12191 _ 0.39% $ 1,666.67 $ 520.77 $ 2,187.44 $ 2.187.44 21 MISSION VIEJO _ 98,572 3.16% $ 1,666.67 $ 4_210.79 $ 5,877.46 $ 5,000000 22 NEWPORT BEACH 84,654 2.71% $ _1,666,67 $ 3.611.97 $ 5,278.6_4 _ $ 5,000.00 23 ORANGE 140,8_49 4.51% 11,666.67 _ 6,016.78 $ 7,683.44 $ 5,00_0.00 24 PLACENTIA 51,727 _ 1.66% $ 1,666.67 $ 2,209.67 $ 3,876.34 $ 3,876.34 25 RANCHO SANTA MARGARITA T 49,764 1.59% $ 1,666.67 $ 2,125.81 $ 3,792.48 $ 3,792.48 26 _SAN CLEMENTE 67,892 _ 2,18% $ 1,666.67 $ J 2,900.20 $ 4,566.87 $ 4,566.87 27 SAN JUAN CAPISTRANO _ 36,78_2 1.18%1 $ 1,666.67 $ 1,571.25 $ 3,237.92 3,237-92 28 SANTAANA T~ 353,184 11.32%1 $ _ 1,666.67 $ 15,087.28 $ 16,753.95 $ 5,000.00 29 SEALBEACH~ 25,986 0.83% 1,666.67 $ 1,110.07 2,776.73 $ 2,776_.73 30 STA_NTON _ 39,276 _ 1.26% $ 1 666.67 $ 1,677.79 $ 3,344.46$ 3,344.46_ 31 TUSTIN _ 74,218 2.38% $ 1666.67 $ 3,170.44 $ 4.837.10 $ 4,83710 32 VILLA PARK i 8,259 0.20%' $ 1.656.67 $ 267.37 $ 1,934.04 $ ~1.fT4.0 33 WESTMINSTER _ 93,027 1,666.67 $ _ 3 973.92 $ 5 640 59 $ 5,000.00 34 YORBA LINDA 68,312 2.19% $ 1,666.67 $ 2,918.15 $ 4,584.8_1 _4,_584,81 35 COUNTY OF ORANGE 122,032 3.91% $ 1,666.67 $ 5,212.95 $ 6,879.52 $ 5,600.00 36 OCTA'_ _ 0 0.00% $ - $ 5,000.00 37~ TCA' 0 0.00% $ - $ 5,000.00 38 OC Sanitation Districl* 0 0,00% $ $ 5,000.00 39 OC Special Districts (ISDOC)` _ 0 0.00% $ $ 51000.00 40 South Coast AQMD 0 0.00% $ $ 5,000.00 Total 3,121,251 100.00% $58,333.33 $ 167,799.65 ITEM NO. 2.4 AGENDA REPORT Meeting Date: July 20, 2010 To: Executive-Administrative- Organizational Committee From: Ken Vecchiarelli, General Manager Presented By: Ken Vecchiarelli, General Manager Reviewed by Legal: Yes Prepared By: Harold Hulbert, Operations Assistant Subject: Memorandum of Understanding with the County of Orange for the Utilization of AlertOC SUMMARY: AlertOC is a reverse notification system that is being provided by the County of Orange at no cost to water districts. The system can be utilized for public notification of a water related emergency, as well as internal notification to staff of an emergency response. STAFF RECOMMENDATION: That the Committee recommend the Board of Directors authorize the General Manager to enter into an MOU between the County of Orange and MWDOC for use of the Alert OC system. DISCUSSION: Alert OC is intended to supplement, not replace, other forms of communication. Jurisdictions are to use the system in tandem with other notification systems to assist in warning the public of a perceived or emerging emergency, to inform an impacted community of what action to take during an in-progress public safety/public health crisis, to keep a community updated on the status of an event, and to disseminate post event information to impacted areas. The communication channels that allow these components to be used in coordination are every day devices used by individuals and businesses such as cell phones, landlines, email, and text messages, which increase the public's ability to access timely and critical information. The ability to send messages via text, cell phone or email is critical, especially as more and more people opt not to have a traditional land based phone line. Specific to water agencies, events that might require a water agency to notify their contact base include but are not limited to: Emergency Water Conservation, Boil Water, Do not Drink, Do not Use, Water Unavailable for Extended Period, and Event All Clear. Participant agencies can only notify their own customers or residents; for water utilities this includes the potential of notifying residents and businesses of multiple cities. The District would utilize the system as described above as a means to provide additional communication during emergency actions as proscribed in the District Emergency Response Plan and as designated by the General Manager. Additionally, this service would be used during larger disasters in which WEROC is coordinating a Joint Information Center and developing joint press releases for multiple impact areas. Participation in the Alert OC program is currently free for water agencies and is funded by the County through May 2012. Throughout this time, the program provides access to the system and data, the capability to pre-load scripts and use agency map files, and allows up to 3 user accounts per agency. As for limitations, water agencies are limited to notifications about "Emergency Water Events," and distribution of these notifications is limited to that agency's water consumers. To utilize the system water agencies must be in compliance with the Countywide Public Mass Notification Use Policy, Notification System Vendor Contract, and E911 Data Restrictions. The water departments of cities already have access to this system via their emergency management or public safety representative. Golden State Water Company is opting not to participate since they already have a notification system that is utilized throughout the state and all of their service areas. Attached is the participant MOU and its attachments. MWDOC Legal Counsel assisted in the MOU writing and review process. The MOU is primarily the same agreement that was signed between the county and the cities with only minor changes. ATTACHMENTS: Narn9: Doscrip ion: u Final_Agree.pdf Memorandum Of Understanding Backup Material MOU BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM This Memorandum of Understanding, hereinafter referred to as "MOU," dated , which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and the undersigned Municipal Water District of Orange County and Orange County Retail Water Agencies, hereinafter referred to individually as "PARTICIPANT" or collectively as "PARTICIPANTS." This MOU is intended to establish governance and terms of use of the Countywide Public Mass Notification System referred to as AlertOC. RECITALS WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System ("System") for the primary intent of providing timely communication to the public during times of emergency; and WHEREAS, COUNTY is making use of the System available to PARTICIPANTS for dissemination of crisis water notifications to Orange County water consumers within the PARTICIPANTS' respective jurisdictions; and WHEREAS, COUNTY entered into Orange County Price Agreement no. N1000009880 ("Agreement"), attached hereto as Exhibit A, for the provision of Public Mass Notification System Services with The NTI Group, Inc. ("NTI") on or about May 6, 2008 to disseminate critical, time-sensitive emergency information to COUNTY's citizens and businesses through phone and e-mail devices for emergency notification purposes.; and WHEREAS, PARTICIPANTS agree to use the System in compliance with all agreements and policies identified and incorporated herein as Exhibit A (Orange County Price Agreement no. N1000009880), Exhibit B (Nondisclosure Document), and Exhibit C (Countywide Public Mass Notification System Policy and Guideline), and the terms of this MOU. NOW, THEREFORE, the parties agree as follows: Pagel of 5 I. Defmitions: "Agreement" shall refer to Orange County Price Agreement no. N1000009880 between COUNTY and NTI. The Agreement is attached to this MOU as Exhibit A. "AlertOC" shall mean the identity of Orange County's regional emergency public notification system. "Countywide" shall mean all geographic locations in Orange County, California. "Contact information" shall mean E911 and AlertOC subscriber contact data stored in the System for the purpose of disseminating communication in accordance with this MOU and its Exhibits "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the COUNTY and PARTICIPANTS' respective jurisdictions. "Crisis Water Notification" shall include, but not be limited to, instances requiring the public to conserve, boil, not drink, or not use at all, water provided by a PARTICIPANT. "Emergency information" shall mean information relevant to the safety and welfare of recipients in the event of an Emergency. Such information shall include but not be limited to instructions and directions to alleviate or avoid the impact of an emergency. "System" shall mean the Public Mass Notification System as provided by Blackboard Connect (formerly NTI) to COUNTY under the Agreement. The System is designed to disseminate information by utilizing common communications, i.e. telephone and e-mail communications to citizens and businesses as permitted under the Agreement. II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees, volunteers and those special districts and agencies for which COUNTY's Board of Supervisors acts as the governing Board from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its elected officials, officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of PARTICIPANT, its elected or appointed officials, officers, agents, employees, subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless PARTICIPANT, its elected or appointed officials, officers, agents, employees j and volunteers from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which PARTICIPANT, its elected or appointed officials, officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result Page 2 of 5 of, or arising out of the acts, errors or omissions of COUNTY, its elected officials, officers, agents, employees, subtenants, invitees, or licensees. III. Term: This MOU shall be in effect from and shall expire on June 30, 2012, unless the COUNTY or PARTICIPANT decides to terminate PARTICIPANT access to the system earlier per the termination terms found in Paragraph IX. Termination, below. IV. Scope of Services: The scope of services under this MOU is limited to allowing PARTICIPANTS use of the System for distributing crisis water notifications to water consumers in the event of a water emergency. COUNTY shall provide PARTICIPANTS limited SYSTEM access that will allow them to select applicable contact records, upload PARTICIPANT map files and send notifications via all SYSTEM communication channels (phone, e-mail, text). Unless agreed upon by COUNTY separate from this MOU, each PARTICIPANT will be granted no more than three (3) SYSTEM accounts. V. Use: Use of the System and its data, including but not limited to contact information, is governed by the terms, conditions and restrictions set forth in the terms provided in Exhibit A, B and C. PARTICIPANTS agree to the terms and conditions contained in Exhibits A, B, and C as they relate to use of the System and its data. COUNTY retains the right to update Exhibits A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Such modifications to the Exhibits shall not be deemed an amendment for the purposes of Paragraph X. Amendments, below. PARTICIPANT, including each of its agents, officers, employees, and representatives who are given access to the System, agrees to abide by the individual use terms of each agreement and the additional conditions incorporated herein. Breach of use may result in individual user or Participant access account termination. The. scope of services under the Agreement is limited to PARTICIPANT using the SYSTEM to distribute crisis water notifications to PARTICIPANT water consumers in the event of a water emergency. PARTICIPANT has read and accepts the terms and conditions found in COUNTY's "Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)", attached hereto as Exhibit C. VI. Compensation: COUNTY is providing PARTICIPANTS limited access and use of the SYSTEM at no charge. VII. Notice: Any notice or notices required or permitted to be given pursuant to this MOU shall be submitted in writing and delivered in person, via electronic mail or via United States mail as follows: Page 3 of 5 COUNTY: County Executive Office Mass Notification System Program Manager 10 Civic Center Plaza Santa Ana, Ca 92701 Teara.leblanc@ocgov.com PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Notice shall be considered tendered at the time it is received by the intended recipient. VIII. Confidentiality: Each party agrees to maintain the confidentiality of all related records and information of the other party pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU. All information and use of the System shall be in compliance with California Public Utilities Code section 2872. IX. Termination: The COUNTY or any PARTICIPANT may terminate its participation in this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to terminate its participation in this MOU, the terminating PARTICIPANT shall provide written notification in accordance with Paragraph VII. Notice, above. Such notice shall be delivered at least 30 days prior to the determined termination date, which shall be stated in the notice. A terminating PARTICIPANT shall uphold the obligations contained in Paragraph II. Hold Harmless in its entirety and Paragraph VIII. Confidentiality, above. Upon the determined termination date, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System. Termination by a PARTICIPANT shall not be deemed an amendment to this MOU as defined in Paragraph X. Amendments, below. X. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. Page 4 of 5 IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates opposite the signatures. COUNTY OF ORANGE I By: Date: Thomas Mauk, County Executive Officer County of Orange PARTICIPANT: By: Date: Authorized Signature Print Name and Title APPROVED AS TO FORM OFFICE OF THE COUNTY COUNSFL: ORANgE COgNI1Y ALIFORNIA t3y ~l!G~ Deputy Date 7 " V /D Page 5 of 5 ITEM NO. 3.1 AGENDA REPORT Meeting Date: July 20, 2010 Budgeted: N/A To: Executive-Administrative- Organizational Committee Funding Source: N/A From: Ken Vecchiarelli, General Manager Presented By: Ken Vecchiarelli, General Dept: Administration Manager Reviewed by Legal: N/A Prepared By: Cindy Botts, Management CEQA Compliance: N/A Analyst Subject: AWWA QualServe Program SUMMARY: The Productivity-Innovation-Communication employee committee (PIC) was established to propose innovative ideas and methods for the District to incorporate more effective and efficient ways of doing business. As part of this objective, the PIC committee is facilitating the administration of the QualServe Program within the District. DISCUSSION: On July 7, 2010, the PIC committee had the final pre-survey conference call with the QualServe Program AWWA Administrator, John Anderson. During this conference call, logistics for the completion of the survey was discussed. A total of 50 employees will be taking the survey, in groups of 5, across 4 dates in August (August 3, 4, 10 & 11). The survey will be taken on computers and sent directly to AWWA to preserve anonymity. An informational meeting for those employees participating in the survey was held on Wednesday, July 14, 2010. A secondary meeting for those who could not attend will be held on Tuesday, July 20, 2010. These meetings are intended to answer any questions that the employees may have regarding the survey and/or the QualServe program. The survey is 350 questions long and will take approximately 2 hours to complete. AWWA should return the results to the District in 3-4 weeks. ITEM NO. 3.2 AGENDA REPORT Meeting Date: July 20, 2010 Subject: General Counsel's Monthly Summary Billing Report June 2010 ATTACHMENTS: Name: Dosciiption: a ype: McCormick Kidman Summary Chart.pdf McCormick Summary Chart Backup Material McCormick _sum_for EAO_agenda.xls McCormick Kidman Summary Backup Material YORBA LINDA WATER DISTRICT MONTHLY SUMMARY BILLING CHART BILLING MONTH. June 2010 Matter Matter Date Task Order Name Number Opened Amount CURRENT FISCAL YEAR 2009 -2010 Current Billing Total Billed to Date Total Billed 2008 -2009 June 25. 2010 Current Fiscal Vaar Prinr Fiactal Vasr CONSTRUCTION CONTRACTS 002 7131/2007 NIA $1,384.34 $34,810.81 $16,113.90 PROPERTY TAX ALLOCATION 030 $0.00 $1,404.54 $2,085.00 OCWD ANNEXATION 040 1/13/1994 NIA $125.00 $7,177.31 $7,185.00 RICHFIELD SITE IMPROVEMENTS 042 $0.00 $0.00 $545.00 SHELL 051 $0.00 $51.34 $1,304.71 HIDDEN HILLS RESERVOIR 068 8/25/2003 $14,032.50 $83,767.98 $120,193.53 YLWD DEIMER PLANT 069 $0.00 $4,597.50 S&S DEVELOPMENT AGREEMENTS 071 1 $0.00 $0.00 $6,140.00 RWQCB 073 12/18/2002 $0.00 $0.00 $636.21 LAKEVIEW RESERVOIR 081 3/2/2005 $20,000.00 $0.00 $577.50 $1,924.00 NON - CONSTRUCTION AGREEMENTS 084 4/5/2005 $11,000.00 $0.00 $22,735.40 $43,493.12 CELL TOWER 085 7/28/2006 $15,000.00 $0.00 $2,043.80 $1,012.50 WATER RATESIWATER CONSERVATION 087 7/31/2006 $10,000.00 $0.00 $15,159.35 $76,130.12 SOD PROCEDURES 089 3/27/2006 $5,000.00 $0.00 $0.00 $12,522.50 GRANDVIEW SEWER 091 5/30/20071 $10,000.00 $0.00 $545.50 $1,202.50 Matter Matter Date Task Order Current Billing Total Billed to Date Total Billed 2008 -2009 Name Plumber Onened Amnunt .Lena 94 9rlirl 1'11. n4 FiQrMl Vanr Drinr WI-I Vn.r 2010 DEVELOPMENT PROPOSALS 094 1/19/2010 $0.00 $6,500.00 CIELO VISTA 095 2/3/2090 $0.00 $2,787.12 CODE OF ETHICS 096 2/19/2010 $0.00 $4,455.00 ANAHEIM WELLS 097 3/31/2010 $0.00 $907.50 SAVI ANNEXATION 098 5/17/2010 $0.00 $1,072.50 TOTAL $15,541.84 $188,593.15 $290,488.09 McCormick, Kidman & Behrens Charges Month of Jun-2010 Expensed 15,201.84 Job charges 2,340.00 17,541.84 YTD through Jun-2010 Expensed 171,632.08 Job charges 42,285.71 213,917.79