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HomeMy WebLinkAbout2010-07-22 - Board of Directors Meeting Agenda Packet Yorba Linda Water District AGENDA YORBA LINDA WATER DISTRICT BOARD OF DIRECTORS REGULAR MEETING Thursday, July 22, 2010, 8:30 AM 1717 E Miraloma Ave, Placentia CA 92870 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL William R. Mills, President Michael J. Beverage, Vice President Ric Collett Phil Hawkins John W. Summerfield 4. ADDITIONS/DELETIONS TO THE AGENDA 5. PUBLIC COMMENTS Any individual wishing to address the Board is requested to identify themselves and state the matter on which they wish to comment. If the matter is on the agenda, the Board will recognize the individual for their comment when the item is considered. No action will be taken on matters not listed on the agenda. Comments are limited to matters of public interest and matters within the jurisdiction of the Water District. Comments are limited to five minutes. 6. CONSENT CALENDAR All items listed on the consent calendar are considered to be routine matters, status reports, or documents covering previous Board instructions. The items listed on the consent calendar may be enacted by one motion. There will be no discussion on the items unless a member of the Board, staff, or public requests further consideration. 6.1. Minutes of the Regular Board of Directors Meeting Held July 8, 2010 Recommendation: That the Board of Directors approve the minutes as presented. 6.2. Payments of Bills, Refunds, and Wire Transfers Recommendation: That the Board of Directors ratify and authorize disbursements in the amount of $1,850,937.72. 6.3. Progress Payment No. 14 for Construction of the Hidden Hills Reservoir Project Recommendation: That the Board of Directors approve Progress Payment No. 14 in the net amount of $278,693.85 to Pacific Hydrotech Corporation for construction of the Hidden Hills Reservoir Project, Job No. 200028. 7. ACTION CALENDAR This portion of the agenda is for items where staff presentations and Board discussions are needed prior to formal Board action. 7.1. Orange County Council of Governments Joint Powers Agreement Recommendation: That the Board of Directors adopt Resolution No. 10-19 and execute the amended and restated OCCOG Joint Powers Agreement. 7.2. Computerized Maintenance & Management System (CMMS) Recommendation: That the Board of Directors authorize the General Manager to execute a Professional Services Agreement with Westin Engineering, Inc to provide CMMS software and implementation services at a cost not to exceed $248,626. 8. REPORTS, INFORMATION ITEMS, AND COMMENTS 8.1. President's Report 8.2. Directors' Reports 8.3. General Manager's Report 8.4. Future Agenda Items and Staff Tasks 9. COMMITTEE REPORTS 9.1. Executive Administrative-Organizational Committee (Mills/Beverage) Alternate: Collett Minutes of meeting held July 20, 2010 at 4:00 p.m. (To be provided at the meeting.) Meeting scheduled August 17, 2010 at 4:00 p.m. 9.2. Finance-Accounting Committee (Summerfield/Collett) Alternate: Mills Minutes of meeting held July 12, 2010 at 4:00 p.m. Meeting scheduled August 9, 2010 at 4:00 p.m. 9.3. Personnel-Risk Management Committee (Collett/Hawkins) Alternate: Summerfield Meeting scheduled July 14, 2010 at 4:00 p.m. was canceled. Meeting scheduled August 10, 2010 at 4:00 p.m. 9.4. Planning-Engineering-Operations Committee (Mills/Summerfield) Alternate: Beverage • Meeting scheduled August 5, 2010 at 4:00 p.m. 9.5. Public Information-Technology Committee (Beverage/Hawkins) Alternate: Summerfield • Meeting scheduled August 3, 2010 at 4:00 p.m. 9.6. MWDOC/OCWD Ad Hoc Committee (Mills/Beverage) Alternate: Collett • Meeting scheduled July 27, 2010 at 4:00 p.m. 9.7. Citizens Advisory Committee • Meeting scheduled July 26, 2010 at 8:30 a.m. 10. INTERGOVERNMENTAL MEETINGS 10.1. WACO -July 9, 2010 (Hawkins) 10.2. YL Planning Commission - July 14, 2010 (Collett) 10.3. YL City Council - July 20, 2010 (Summerfield) 10.4. MWDOC Board - July 21, 2010 (Staff) 10.5. OCWD Board - July 21, 2010 (Staff) 11. BOARD OF DIRECTORS ACTIVITY CALENDAR 11.1. Meetings from July 23, 2010 -August 31, 2010 12. CONFERENCES AND SEMINARS 12.1. ACWA Continuing Legal Education for Water Professionals Conference - September 30 - October 1, 2010 Recommendation: Authorize Directors and such staff members of the District as approved by the General Manager to attend the meeting. 13. ADJOURNMENT 13.1. The next regular meeting of the Board of Directors will be held August 12, 2010 at 8:30 a. m. Items Distributed to the Board 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 Board 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. 6.1 AGENDA REPORT Meeting Date: July 22, 2010 Subject: Minutes of the Regular Board of Directors Meeting Held July 8, 2010 STAFF RECOMMENDATION: That the Board of Directors approve the minutes as presented. ATTACHMENTS: Narne: Description: Type: 070810 BOD - Minutes.doc BOD Mtg Minutes 07/08/10 Minutes Approved by the Board of Directors of the Yorba Linda Water District 7/22/2010 MB/JS 4-0 Director Collett was absent. MINUTES OF THE YORBA LINDA WATER DISTRICT BOARD OF DIRECTORS REGULAR MEETING July 8, 2010 1. CALL TO ORDER The July 8, 2010 regular meeting of the Yorba Linda Water District Board of Directors was called to order by President Mills at 8:33 a.m. The meeting was held at the District's Administrative Office at 1717 E Miraloma Ave, Placentia CA 92870. 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL DIRECTORS PRESENT STAFF PRESENT William R. Mills, President Ken Vecchiarelli, General Manager Michael J. Beverage, Vice President Pat Grady, Assistant General Manager Ric Collett Art Kidman, General Counsel Phil Hawkins Steve Conklin, Engineering Manager John W. Summerfield Lee Cory, Operations Manager Stephen Parker, Finance Director John DeCriscio, Chief Plant Operator Damon Micalizzi, PI Specialist Annie Alexander, Executive Secretary OTHER VISITORS Laurie Ellen Park, Associate, McCormick, Kidman & Behrens 4. ADDITIONS/DELETIONS TO THE AGENDA None. 5. PUBLIC COMMENTS None. 6. CONSENT CALENDAR On a motion by Director Beverage, seconded by Director Hawkins, the Board voted 5-0, to approve the Consent Calendar. 6.1. Minutes of the Regular Board of Directors Meeting Held June 24, 2010 Recommendation. That the Board of Directors approve the minutes as presented. 6.2. Payment of Bills, Refunds, and Wire Transfers Recommendation. That the Board of Directors ratify and authorize disbursements in the amount of $766,301.56. 1 6.3. Progress Payment No. 26 for the Highland Reservoir Replacement Project Recommendation. That the Board of Directors approve Progress Payment No. 26 in the net amount of $240,092.45 to Schuler Engineering Corporation and 10% retention of $26,676.94 deposited to Citizens Business Bank escrow account for construction of the Highland Reservoir Replacement Project, Job No. 200309. 6.4. Approval of Change Order No. 2 for Hidden Hills Reservoir Project Recommendation. That the Board of Directors approve Change Order No. 2 in the amount of $22,376.97 and 29 additional calendar days to Pacific Hydrotech Corporation for construction of the Hidden Hills Reservoir Project, Job No. 200028. 6.5. Amendment to Professional Services Agreement for Tetra Tech, Inc. Recommendation. That the Board of Directors approve Amendment No. 1 to the Professional Services Agreement with Tetra Tech, Inc., to include engineering design of the Oriente Drive Pipeline Replacement, from Lakeview Avenue to Ohio Street, for a total fee increase not to exceed $63,300. 7. DISCUSSION ITEMS 7.1. Service Interruption at Santiago Booster Pump Station on Friday, June 25, 2010 Mr. Vecchiarelli asked Mr. DeCriscio to provide the Board with a brief report regarding this matter. Mr. DeCriscio explained that the power outage occurred while staff was in the process of filling the newly constructed Hidden Hills Reservoir. Staff observed that the backup gas engine started but failed several times due to a mechanical problem. District mechanics were contacted and staff delivered a portable generator shortly thereafter. Power was restored to the site before the generator was connected. Mr. Cory added that the District's Water Quality Engineer and Technician were both on location during the event and evaluating the situation. Following testing, it was determined that even though there were reports of lowered and fluctuating pressure, no water quality degradation had occurred. Mr. DeCriscio then responded to questions from the Board regarding the mechanical problem, maintenance performed for the backup gas engine, and total water storage capacity at the Hidden Hills Reservoir. Director Beverage stated that the Executive-Administrative-Organizational Committee had discussed replacing all of the District's backup gas 2 engines with generators. Mr. Vecchiarelli confirmed that staff was looking at replacing the backup gas engines at two key locations. President Mills then invited members of the public in attendance to comment on the matter. Mark Schock addressed the Board and expressed his appreciation for the opportunity to attend the recent Executive-Administrative-Organizational Committee meeting and for staff's report to the Board regarding the matter and their recommended improvements. President Mills asked if staff had received any reports of customers totally running out of water. Mr. Schock stated that one of his neighbors did run out of water. The District received only one call and that was from Mr. Schock who reported his water pressure had dropped and inquired about the water quality. 8. REPORTS, INFORMATION ITEMS AND COMMENTS 8.1. President's Report President Mills commented on a flyer he received regarding an upcoming ACWA legal education workshop in San Francisco which will include a presentation on the legal aftermath of the Freeway Complex Fire. Mr. Kidman stated that he had planned to ask Mr. Vecchiarelli to serve as a panel member for this presentation but had not yet had the chance to verify this. President Mills then requested that staff include this workshop on a future agenda for approval for Board member attendance. 8.2. Directors' Reports Director Hawkins thanked Councilmember Nancy Rikel for her positive comments about the District at the recent Yorba Linda City Council meeting. 8.3. General Manager's Report Mr. Vecchiarelli thanked staff for their support while he was on vacation. 8.4. General Counsel's Report None. 8.5. Future Agenda Items and Staff Tasks None. 3 9. COMMITTEE REPORTS 9.1. Executive-Administrative-Organizational Committee (Mills/Beverage) Alternate: Collett Minutes of the meeting held June 30, 2010 were provided in the agenda packet. Directors Mills and Beverage attended. Matters discussed during the meeting were as follows: OCWD Annexation; Second Report on 2010 Legislative Bills; AWWA QualServe Program; Customer Feedback Report; and General Counsel's Monthly Summary Billing Report. President Mills requested that Mr. Vecchiarelli report on his attendance at the OCWD Board meeting on July 7, 2010 at this time (Item No. 10.3.). Mr. Vecchiarelli reported that OCWD staff provided their Board of Directors with a presentation outlining the history of annexation within their District and related issues. YLWD's Memorandum of Understanding will be presented to OCWD's Water Issues Committee next week and if approved, it will be forwarded to their Board of Directors for consideration the following week. Mr. Vecchiarelli then responded to questions from the Board regarding the potential fiscal impact of the annexation on other local water agencies. President Mills requested that staff include a Closed Session on the next Board meeting agenda for the General Manager's performance evaluation. Meeting scheduled July 20, 2010 at 4:00 p.m. 9.2. Finance-Accounting Committee (Summerfield/Collett) Alternate: Mills Meeting scheduled July 12, 2010 at 8:00 a.m. 9.3. Personnel-Risk Management Committee (Collett/Hawkins) Alternate: Summerfield Meeting scheduled July 14, 2010 at 4:00 p.m. was canceled. The next meeting is scheduled for August 10, 2010. 9.4. Planning-Engineering-Operations Committee (Mills/Summerfield) Alternate: Beverage Minutes of the meeting held July 1, 2010 were provided in the agenda packet. Directors Mills and Summerfield attended. Matters discussed during the meeting were as follows: Monthly Groundwater Production and Purchased Import Water Report; Monthly Preventative Maintenance Program Report; Service Interruption at Santiago Booster Station; Approval of Change Order No. 2 for Hidden Hills Reservoir Project; On- Call Services Contract Amendment with MWH Americas, Inc.; Amendment to Professional Services Agreement for Tetra Tech, Inc.; Monthly 4 Groundwater Producers Meeting Report; and Status Report on Capital Projects in Progress. Mr. Vecchiarelli reported that District customers had achieved an outstanding 18% conservation during the last fiscal year. Mr. Vecchiarelli then responded to questions from the Board regarding the conservation goal for the current fiscal year. Meeting scheduled August 5, 2010 at 4:00 p.m. 9.5. Public Information-Technology Committee (Beverage/Hawkins) Alternate: Summerfield Minutes of the meeting held July 6, 2010 were provided at the meeting. Directors Beverage and Hawkins attended. Matters discussed during the meeting were as follows: Computerized Maintenance & Management System; GPS Automated Vehicle Location; Hidden Hills Reservoir Neighborhood Dedication; Draft Summer Newsletter; Practice Field at Elk Mountain Reservoir; Bottled Water Update; Conservation Ordinance Monthly Statistics; Public Outreach Activities, and IT Projects Monthly Status. Mr. Vecchiarelli and Mr. Micallizi responded to questions from the Board regarding the cost of bottling District water versus purchasing and filling sports bottles. Mr. Micallizi announced that staff had conducted a "taste test" of water from 5 different District wells. The water from Well No. 19 was judged as the best tasting and will be used for bottling purposes. Director Beverage requested that staff prepare an agenda item for the next Public Information-Technology Committee meeting to discuss the possibility of including emergency preparedness information on the District's website and in the quarterly newsletter. Meeting scheduled August 3, 2010 at 4:00 p.m. 9.6. MWDOC/OCWD Ad Hoc Committee (Mills/Beverage) Alternate: Collett Meeting scheduled July 27, 2010 at 4:00 p.m. 9.7. Citizens Advisory Committee Minutes of the meeting held June 28, 2010 were provided in the agenda packet. Matters discussed during the meeting were as follows: City of Yorba Linda Sewers. Meeting scheduled July 26, 2010 at 8:30 a.m. 5 10. INTERGOVERNMENTAL MEETINGS 10.1. YL City Council - July 6, 2010 (Mills) Director Mills attended and commented on the wastewater rate adjustment public hearing which was held during the meeting. The City Council approved the rate study but deferred a decision on adjusting the rate until their next meeting scheduled July 20, 2010. The City Council also inquired if their legal counsel had begun working on an agreement should they vote to transfer the sewer system to the District. They had not. Mr. Vecchiarelli then responded to questions from the Board regarding the District's and City's rates for customers utilizing sewer lift stations. 10.2. MWDOC/MWD Workshop - July 7, 2010 (Staff) Staff did not attend. 10.3. OCWD Board - July 7, 2010 (Staff) Mr. Vecchiarelli reported on his attendance at this meeting under Item No. 9.1. 11. BOARD OF DIRECTORS ACTIVITY CALENDAR 11.1. Meetings from July 9, 2010 -August 31, 2010 The Board reviewed the listed meetings and made no additional changes. 12. CONFERENCE AND SEMINARS 12.1. MWD Stakeholder Meeting -August 3, 2010 On a motion by Director Beverage, seconded by Director Summerfield, the Board voted 5-0 to authorize Directors and such staff members of the a4; District as approved by the General Manager to attend the meeting. 13. CLOSED SESSION The meeting was adjourned to Closed Session at 9:21 a.m. All Directors were present. Also present were Messrs. Vecchiarelli, Grady and Kidman and Ms. Park. 13.1 Conference with Legal Counsel - Pending Litigation Pursuant to Subdivision (a) of Section 54956.9 of the California Government Code Name of Case: Itani, et al vs. YLWD (OC Superior Court - Case No. 00124906) Name of Case: Johnson, et al vs. YLWD, et al (OC Superior Court - Case No. 00125994) Name of Case: State Farm General Insurance Company vs. YLWD (OC Superior Court - Case No. 00311353) 6 Name of Case: Weiss vs. YLWD (OC Superior Court - Case No. 00319080) Name of Case: Lindholm vs. YLWD, et al (OC Superior Court - Case No. 00320239) Name of Case: Travelers Commercial Insurance Company vs. YLWD (OC Superior Court - Case No. 00327152) Name of Case: Manista vs. YLWD, et al (OC Superior Court - Case No. 00332968) Name of Case: Rodriguez vs. YLWD, et al (OC Superior Court - Case No. 00333938) Name of Case: American Security Insurance Company, et al vs. YLWD (OC Superior Court - Case No. 00348304) The Board reconvened in Open Session at 9:52 a.m. President Mills announced that no action was taken during Closed Session that was required to be reported under the Brown Act. 14. ADJOURNMENT 14.1. The meeting was adjourned at 9:53 a.m. The next regular meeting of the Board of Directors will be held July 22, 2010 at 8:30 a.m. Ken Vecchiarelli Board Secretary 7 ITEM NO. 6.2 AGENDA REPORT Meeting Date: July 22, 2010 Budgeted: Yes Total Budget: N/A To: Board of Directors Cost Estimate: $1,850,937.72 Funding Source: All Funds From: Ken Vecchiarelli, General Manager Account No: N/A Job No: N/A Presented By: Stephen Parker, Finance Director Dept: Finance Reviewed by Legal: N/A Prepared By: Maria Trujillo, Accounting Assistant I CEQA Compliance: N/A Subject: Payments of Bills, Refunds, and Wire Transfers SUMMARY: Section 31302 of the California Water Code says the District shall pay demands made against it when they have been approved by the Board of Directors. Staff hereby submits the attached list of disbursements for approval. STAFF RECOMMENDATION: That the Board of Directors ratify and authorize disbursements in the amount of $1,850,937.72. DISCUSSION: The major items and wire transfers on this disbursement list are as follows: A wire of $779,790.03 to MWDOC for May 2010 water purchase; a wire of $30,945.98 to 1 st Enterprise Bank for Hidden Hills June 2010 retention payment; a check of $136,735.00 to MWDOC for 2010-2011 Retail Connection Charge; and, a check of $278,693.85 to Pacific Hydrotech Corporation for June 2010 Hidden Hills progress payment. The balance of $371,697.86 is routine invoices. The Accounts Payable check register total is $1,597,862.72; Payroll No. 14 total is $253,075.00; and, the disbursements of this agenda report are $1,850,937.72. A summary of the checks is attached. PRIOR RELEVANT BOARD ACTION(S): The Board of Directors approves bills, refunds and wire transfers semi-monthly. ATTACHMENTS: Nan)c . Description: Type: CkReg72210 BOD.pdf Check Register Backup Material 10-CS 722.doc Cap Sheet Backup Material Approved by the Board of Directors of the Yorba Linda Water District 7/22/2010 MB/JS 4-0 Director Collett was absent. Yorba Linda Water District Check Register For Checks Bated: 7/09/2010 thru 7/22/2010 Check No. L7ate Vendor Name Amount Description [5Z5k or greater) W72210 0712212010 1st Enterprise Bank 30,945.98 Hidden Hills retention June 54490 07/22/2010 Abbott Staffing Group, Inc. 4,579.80 54491 07/22/2010 ACWA/JPIA 28,022.00 54492 07/22/2010 Aljon Graphics, inc 256.17 54493 07/22/2010 Anixter Inc. 141.88 54494 07/22/2010 Annie Alexander 41.00 54495 07/22/2010 Apollo Technologies Inc. 380.00 54496 07/22/201.0 Aramark Uniform services, Inc 468.15 54497 07/22,/2010 Arrow Hardware 392.95 54498 07/22/2010 Associated Laboratories 7,983.40 54499 07/22/2010 AT & T - Calnet2 3,241.58 54500 07122/2010 AT & T Mobility 336.16 54489 07/22/2010 BAKERSFIELD WELL & PUMP Co 1,000A0 54501 07/22/2010 California Association Public 450.00 54502 07/22/2010 Carollo Engineers 13,87315 54503 07/22/2010 CDM, Inc. 3,357.51 54504 07/22/2010 COW Government, Inc 518.61 54505 0712212010 City Of Anaheim 13,739.86 54506 07/22/2010 Coast Surveying, Inc. 118.50 54507 0712212010 Cogsdale Services Corporation 27,555.50 March Travel, May-June Svcs 54508 07/22/2010 Community Lock & safe Service, Inc. 54.26 54509 07/22/2010 Consolidated Reprographics 2,77137 54510 07/22/2010 Datalok Orange County 342.16 54512 07/22/2010 Delta Wye Electric, Inc. 2,075.00 54511 07/22/2010 Delta Care USA 394,48 54513 07/22/2010 Derek Nguyen 2,696.00 54514 07/22/2010 Dick's Lock & Safe Inc. 549.92 54485 07/22/2010 EDWARD ALLEN 99730 54515 07/22/2010 Federal Express 83.88 54516 07/22/2010 Fidelity Security Life Ins/EyeMed 1,377.12 54517 07/22/2010 Fry's Electronics 992.84 54519 07/22/2010 Fullerton Arboretum 2,500.00 54518 07/22/2010 Fullerton Paint & Flooring 44.47 54487 07/22/2010 GEORGE BOX 1,000.00 54520 07/22/2010 Home Depot Credit Services 20.93 54521 07/22/2010 ID Modeling, Inc. 10,857,50 54522 07/22/2010 Infosend Inc. 14,045.49 54526 07/22/2010 J & S Construction 2,425.00 54523 07/22/2010 Jackson's Auto Supply - Napa 241.90 54524 07/22/2010 John Bogosian 191.02 54525 07/22/2010 Joyce Dale Consulting 2,459.50 54527 07/22/201.0 Konica Minolta Business 286.07 54486 07/22/2010 KRG INC 932.50 54528 07/22/2010 Leighton Consulting, Inc. 3,583.90 54529 0712212010 Liebert Cassidy Whitmore 1,377.00 54530 07/22/2010 LPR 724-10 54531 07/22/2010 Malcolm Pirnie, Inc. 10,861.00 54484 07/22/2010 MARILYN SMITH 148.62 54532 07/22/2010 Marina Landscape, Inc 7,113.57 54533 07/22/2010 Mc Corm[ck,Kldman & Behrens LLP 17,541.84 54534 07/22/2010 Mc Fadden-Dale Hardware 489.49 54535 07/22/2010 Merchants Building Maintenance LLC 5,993-13 54536 07/22/2010 Municipal Water District 136,735.00 Retail Connection FY 201.0-11 W71410 07/14/2010 Municipal Water District 779,790.03 Water purchase May 2010 54537 0712212010 New Horizons CLC 990.00 54538 07/22/2010 Nickey Petroleum Co 3,868.88 54539 07/22/2010 ONLINE Collections 357.-72 545401 07/22/2010 Orange County - Fire Authority 181.00 54541 07/22/2014 Change County - I W M p 670.22 54542 07/22/2010 Orange County - LAFCO 18,880.76 54544 0712212010 Orange County - Tax Collector 87.50 54543 07/22/2010 Orange County Register 512.00 54545 0712212010 Orange Tool & Industrial Supply 151-16 54546 47/22/2010 Orvac Electronics 26.36 54547 07/22/2010 Pacific Hydrotech Corporation 278,693.85 Hidden Hills prog pay June 54548 07/22/2010 Parts Source Anaheim 112.75 54549 0712212010 Peggy McClure 787.50 54550 07/22/2010 Pete`s Road Service Inc 679.57 54551 0712212010 Placentia Disposal #676 506.76 54552 07/22/2010 Plumbers Depot Inc. 315-38 54553 07/22/2010 Praxair Distribution 85.56 54554 07/22/2010 Process Solutions, Inc. 2,800.04 54555 07/22/2010 Prudential Group lnsurance 2,808.05 54556 07/22/2010 Public Relations Society of America 665.00 54557 0712212010 Quinn Power Systems Associates 310.92 54560 07/22/2010 R.J. Noble Company 20.00 54558 07/22/2010 Raftelis Financial 12,120-00 54559 07/22/2010 RAMTEK Mission Critical Solutions 1,143.44 54584 0712212010 Rescue 411 4,650.15 54561 07/22/2010 RKI Engineering, LLC 4,300,00 54562 07/22/2010 Saf-R-Dig Utility Surveys,Inc- 3,900.00 54563 07/22/2010 Scott W. Moulton 2,82615 54564 07/22/2010 Selman Chevrolet Company 1,258.18 54565 07/22/2010 Shred-It USA Inc 72.15 54493 07/12/2010 Southern Calif Edison Co. 68404.16 Utility all sites June 2010 54566 07/22/2410 Southern Calif Edison Co. 238.26 54567 0712212010 Southern Calif Gas Co. 18,556-32 54568 07/22/2010 Southwest Networks Inc. 21533 54569 07/22/2010 Stacy Bavol/Petty Cash 223.45 54570 07/22/2010 Staples Advantage 178.43 54571 07/22/2010 Steven Engineering 2,943.32 54572 07/22/2010 Sunrise Medical Group 148.00 54573 07/22/2010 Sunstate Equipment Co 34.80 54574 07/22/2D10 Systems Source Inc 1,669.36 54575 07/22/2010 Terry's Testing, Inc. 32-00 54576 07/22/2010 Underground Service Alert 195.00 54577 07/22/2010 United Industries 96-86 54578 07/22/2010 United Traffic Services & Supply 141.38 54579 07/22/2010 Village Nurseries 170.27 54580 07/22/2410 Wells Supply Co 9,721.92 54581 0712212010 Xerox Corporation 1,662.20 54488 0712212010 YL BOXING & FITNESS LLC 241.06 54582 0712212010 Yorba Linda Hardware 50.80 54583 07/22/2010 Zane Woller 70.00 Total $1,597,862.72 July 22, 2010 CHECK NUMBERS: Manual Check 54483 $ 68,404.16 Computer Checks 54484 - 54584 $ 718,722.55 $ 787,126.71 WIRES: W-71410 MWDOC $ 779,790.03 W-72210 1 ST Enterprise Bank $ 30,945.98 $ 810, 736.01 TOTAL OF CHECKS AND WIRES $ 1,597,862.72 PAYROLL NO. 14: Computer Checks 4558 - 4564 Manual Checks 4565 - 4572 Manual Check 4574 $ 253,075.00 DISBURSEMENT TOTAL: $ 1,850,937.72 APPROVED BY THE BOARD OF DIRECTORS MINUTE ORDER AT BOARD MEETING OF JULY 22, 2010 ITEM NO. 6.3 AGENDA REPORT Meeting Date: July 22, 2010 Budgeted: Yes Total Budget: $5,500,000 To: Board of Directors Cost Estimate: $5,500,000 Funding Source: ID No. 2 GO Bonds From: Ken Vecchiarelli, General Account No: 401-2700 Manager Job No: 200028 Presented By: Steve Conklin, Engineering Dept: Engineering Manager Reviewed by Legal: N/A Prepared By: Joe Polimino, Project Engineer CEQA Compliance: MND Subject: Progress Payment No. 14 for Construction of the Hidden Hills Reservoir Project SUMMARY: Construction is proceeding on schedule. Work includes construction of a 2.0 million gallon buried concrete reservoir, upgrades to the Santiago Booster Pump Station, an all-weather access road and pipeline appurtenances to the reservoir site. STAFF RECOMMENDATION: That the Board of Directors approve Progress Payment No. 14 in the net amount of $278,693.85 to Pacific Hydrotech Corporation for construction of the Hidden Hills Reservoir Project, Job No. 200028. DISCUSSION: In accordance with the contract documents, Pacific Hydrotech Corporation submitted a request for Progress Payment No. 14, in the amount of $309,659.83 for work completed through June 30, 2010. During this period, the contractor completed backfilling around and over the reservoir and began final grading of access road in preparation for paving. The contractor also finished work on miscellaneous roof structures. The project's electrical work continued with panel and radio tower installations. The status of the construction contract with Pacific Hydrotech Corporation is as follows: . The current contract amount is $5,037,862.83 and 445 calendar days starting May 11, 2009 (which includes $25,404.83 in authorized change orders and approved time extensions of an additional 45 calendar days). . If approved, Progress Payment No. 14 is $309,659.83 (6.1 % of the total contract amount), less 10% retention of $30,965.98 for a net payment of $278,693.85. . Total payments to date including retention are $4,525,452.83 (89.8% of the total contract amount). . As of June 30, 2010, 416 calendar days were used (93.5% of the contract time). As of July 2, 2010, the reservoir was placed in service and the District began receiving beneficial use. Improvements still under construction include establishing electrical power to the site, completing and testing telemetry and control systems, final paving of the access road and reseeding the graded area of construction. YLWD staff have reviewed the contractor's progress payment and recommend approval. A copy of Progress Payment No. 14 is attached for your reference. PRIOR RELEVANT BOARD ACTION(S): The Board has approved thirteen progress payments to date for this project, the last of which was approved June 24, 2010. ATTACHMENTS: Name: Description: Type: Pacific Hydrotech PPR 14.pdf Pacific Hydrotech PPR 14 Backup Material Approved by the Board of Directors of the Yorba Linda Water District 7/22/2010 MB/JS 4-0 Director Collett was absent. YORBA LINDA WATER DIST'RICT PROGRESS PAY REPORT PROJECT Hidden Hills Reservoir PROGRESS PAY REQUEST NO. 014 LOCATION Yorba Linda, CA PROJECT NO. J-200028 PAGE 1 OF 1 PAGES CONTRACTOR Pacific Hydrotech DATE July 12, 2010 ORIGINAL CONTRACT AMOUNT: $ 5,012,458.00 AUTHORIZED CHANGE ORDERS: 25,404.83 REVISED CONTRACT AMOUNT: 5,037,862.83 PROGRESS PAY ESTIMATE FOR PERIOD June 1, 2010 TO June 30, 2010 PREVIOUS THIS MONTH TO DATE VALUE OF WORK COMPLETED $ 4,215,793.00 $ 284,255-00 $ 4,500,D48-40 CHANGE ORDER WORK COMPLETED $ - $ 25,404-83 $ 25,404.83 TOTAL VALUE OF WORK COMPLETED $ 4,215,793.00 $ 309,659.83 $ 4,525,452.83 LESS RETENTION 10% $ 452,545.28 LESS OTHER DEDUCTIONS Electronic Wire Fees $ 280.00 NET EARNED TO DATE $ 4,072,907.55 LESS AMOUNT PREVIOUSLY PAID $ 3,794,213.70 BALANCE DUE THIS ESTIMATE $ 278,693.85 NOTICE TO PROCEED May 11, 2009 COMPLETION TIME 400 CALENDAR DAYS APPROVED TIME EXTENSIONS 45 CALENDAR DAYS TOTAL CONTRACT TIME 445 CALENDAR DAYS TIME EXPENDED TO DATE 416 CALENDAR DAYS TIME REMAINING 29 CALENDAR DAYS REQUESTED BY: DATE: 07/12/10 Ronald Wfebe, Project Coordinator, Pacific Hydrotech APPROVED BY: DATE: Jesus Sosa, Construction Inspector, YLWD APPROVED BY: DATE: Steve Conklin, Engineering Manager, YLWD ITEM NO. 7.1 AGENDA REPORT Meeting Date: July 22, 2010 Budgeted: N/A To: Board of Directors Funding Source: N/A From: Ken Vecchiarelli, General Manager Presented By: Ken Vecchiarelli, General Manager Dept: Administration Reviewed by Legal: No Prepared By: Cindy Botts, Management Analyst CEQA Compliance: N/A Subject: Orange County Council of Governments Joint Powers Agreement SUMMARY: The Orange County Council of Governments (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 Board of Directors adopt Resolution No. 10-19 and execute the amended and restated OCCOG Joint Powers Agreement. COMMITTEE RECOMMENDATION: The Executive-Administrative-Organizational Committee will discuss this item at its meeting being held July 20, 2010. Staff will report the Committee's recommendation at the Board meeting. 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: Naive: Description: Type: Resolution No. 10-19.doc Resolution No. 10-19 Resolution OCCOG_JPA (Exhibit_A).doc Exhibit A Exhibit Approved by the Board of Directors of the Yorba Linda Water District 7/22/2010 MB/PH 4-0 Roll Call Director Collett was absent. 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. 7.2 AGENDA REPORT Meeting Date: July 22, 2010 Budgeted: Yes Total Budget: $300,000 To: Board of Directors Cost Estimate: $250,000 Funding Source: Water Capital Reserves From: Ken Vecchiarelli, General Manager Job No: 2009-15 Presented By: Pat Grady, Assistant General Dept: Information Manager Technology Reviewed by Legal: Yes Prepared By: Pat Grady, Assistant General CEQA Compliance: N/A Manager Subject: Computerized Maintenance & Management System (CMMS) SUMMARY: For the Board's consideration is a Professional Services Agreement (attached) for the software and implementation components of the CMMS program. The primary function of CMMS is to track District expenses related to field operations on a work order by work order basis. The data provided by CMMS enhances the District's ability to better manage and track expenses while providing a tool for optimizing the budget process from year to year. STAFF RECOMMENDATION: That the Board of Directors authorize the General Manager to execute a Professional Services Agreement with Westin Engineering, Inc to provide CMMS software and implementation services at a cost not to exceed $248,626. COMMITTEE RECOMMENDATION: The PIT Committee discussed this item on July 6, 2010 and supports staff's recommendation. DISCUSSION: With the assistance of a third party CMMS consultant, the District distributed a request for proposals for CMMS software and implementation. The following three proposals were submitted: Vendor Cost (Year 1) Cost (Year 5) GBA Master Series $200,320 $293,480 Azteca Cityworks $248,626 $293,766 MaintStar $317,170 $441,220 A selection committee comprising of representatives from the Operations, Engineering, Customer Service, and IT departments was formed to assist with a vendor recommendation. A series of interviews along with extensive demonstrations of the software were conducted by all three vendors. The primary factors and criteria considered during the selection process included: . Functionality and ease of use. . Integration with the District's existing systems: i.e., financial systems, GIS, and customer databases. . Training and ongoing support. . References from other agencies utilizing these systems. . Short term and long term costs. Based on this criteria, the selection committee overwhelmingly recommended the Azteca product. The cost provided above includes a negotiated amount from the initial quote of $275,854 for Year 1. Should the Board approve the CMMS system, the ongoing cost will be $11,285/year for maintenance and support of the software. It is anticipated that the CMMS program would be operational within 6-8 months. PRIOR RELEVANT BOARD ACTION(S): On June 24, 2010, the Board of Directors adopted the FY 2010/11 budget which included $300,000 for the CMMS project. ATTACHMENTS: Name: Description: 1 ype: Westin_Agreement.pdf Westin Agreement Backup Material Approved by the Board of Directors of the Yorba Linda Water District 7/22/2010 MB/PH 4-0 Director Collett was absent. PROFESSIONAL SERVICES AGREEMENT BETWEEN THE YORBA LINDA WATER DISTRICT AND WESTIN ENGINEERING, INC. PROJECT/SITE: 1717 E MIRALOMA AVE JOB 2009-15 THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into on July 22, 2010, by and between the YORBA LINDA WATER DISTRICT, a local public agency, created and operating under authority of Division 12 of the California Water Code ("District"), and WESTIN ENGINEERING, INC. ("Consultant") located at 3100 Zinfandel Drive, Suite 300, Rancho Cordova, CA 95670, (collectively referred to herein as the "Parties"). RECITALS WHEREAS, District is engaging in the Project described in the Scope of Work attached as Exhibit "A"; and WHEREAS, District requires a professional consultant with the requisite knowledge, skill, ability and expertise to provide the necessary services for District during all phases of the Project to which the specialized services of Consultant are appropriate; and WHEREAS, Consultant represents to District that it is fully qualified and available to perform the services for and as requested by District; and NOW, THEREFORE, in consideration of the mutual promises, covenants, and terms and conditions herein, the Parties agree as follows: AGREEMENT 1.0. SCOPE OF WORK. The services to be provided by Consultant ("Work") are called out in the Scope of Work attached as Exhibit "A" and incorporated herein by reference. All such Work shall be performed in accordance with the highest professional standards and in such a prompt and continuous fashion as not to impede or delay the overall completion of the Project. 1.1. Project Manager. Consultant acknowledges that continuous and effective communication between District, Consultant, and other consultants (as appropriate) is necessary to the successful completion of the Project. Consultant may also be required to furnish copies of its work product and communications to others as requested by District. Page 1 of 8 Consultant's primary contact with District shall be through the Assistant General Manager/IT Director, designated as the District's Project Manager. District's primary contact with Consultant shall be through the Consultant's Representative, designated on Consultant's Cost Proposal attached as Exhibit "B," and incorporated herein by reference. When requested by District, Consultant's Representative shall attend Project meetings and will undertake, as a part of its professional responsibility under this Agreement, to coordinate its activities with all appropriate individuals and consultants. 1.2. Ownership. To the extent necessary for Yorba Linda's performance, Contractor shall grant to Yorba Linda a non-exclusive, non-assignable, royalty-free license to use the Contractor Existing Works in support of this Contract or any Task Release hereunder. Contractor retains all rights, title and interest, including copyrights, in any Existing Works. In the event that Contractor intends to utilize Contractor Existing Works under this Agreement, Contractor shall provide written notification identifying the Contractor Existing Works that Contractor seeks to utilize to the Yorba Linda Project Manager. To the extent necessary for Yorba Linda's performance, Contractor shall grant to Yorba Linda a non-exclusive, non-assignable, royalty-free license to use the Deliverables in support of this Contract or any Task Release hereunder. Yorba Linda will be able to view, modify and update source code of Deliverables developed specifically for Yorba Linda under this agreement. Contractor bears no liability for software and data that is modified and subsequently used for a purpose other than that for which Contractor prepared the software and data. Furthermore, Contractor bears no liability for the use of the software or data by any third party except where such use is for the express purpose for which Contractor prepared said software and data under this contract. Finally, Contractor is not liable for software or data that is modified, and then used for purpose which Contractor prepared software and data except when such modifications are done with the written consent of Contractor. Should Yorba Linda elect to reuse Work products provided under this Contract for other than the original project and/or purpose, Yorba Linda will not hold Contractor liable for any damages resulting from Yorba Linda's reuse of work products for an unintended purpose. Additionally, any reuse of technical data provided under this Contract must be limited to conceptual or preliminary use. 1.3. Review. Consultant shall furnish District with reasonable opportunities from time to time to ascertain whether the Work of Consultant are being performed in accordance with this Agreement. All Work done and materials furnished shall be subject to final review and approval by District. District's interim review and approval of Consultant's work product shall not relieve Consultant of its obligations to fully perform this Agreement. 1.4. Commencement of Work. The Project start date is called out on Exhibit "A." 1.5. Time Is Of The Essence. Consultant shall perform all Work with due diligence as time is of the essence in the performance of this Agreement. Time limits applicable for the performance of Consultant's Work are established in Exhibit "A." 2.0 COMPENSATION. As compensation for performance of the Work specified under the Scope of Work (Exhibit "A"), District shall pay Consultant an amount not to exceed that Page 2 of 8 contained in Consultant's Cost Proposal (Exhibit `B"). Payment will be made at the rates set forth in Consultant's Fee Schedule, which is attached as Exhibit "C" and incorporated herein by reference. Costs or expenses not designated or identified in the Fee Schedule shall not be reimbursable unless otherwise provided in this Agreement. 2.1. Invoicing. Consultant shall submit an invoice within ten (10) days after the end of each month during the term of this Agreement describing the Work performed for which payment is requested. District shall review and approve all invoices prior to payment. District shall pay approved invoices within thirty (30) days of receipt. Consultant agrees to submit additional documentation to support the invoice if requested. If District does not approve an invoice, District shall send a notice to Consultant setting forth the reason(s) the invoice was not approved. Consultant may re-invoice District to cure the defects identified by District. The revised invoice will be treated as a new submittal. District's determinations regarding verification of Consultant's performance, accrued reimbursable expenses, if any, and percentage of completion shall be binding and conclusive. Consultant's time records, invoices, receipts and other documentation supporting the invoices shall be available for review by District upon reasonable notice and shall be retained by Consultant for three (3) years after completion of the Project. 2.2. Extra Services. Before performing any services outside the scope of this Agreement ("Extra Services"), Consultant shall submit a written request for approval of such Extra Services and receive written approval from District. District shall have no responsibility to compensate Consultant for any Extra Services provided by Consultant without such prior written approval. 3.0 TERMINATION. District may terminate this Agreement at any time upon ten (10) days written notice to Consultant. Should District exercise the right to terminate this Agreement, District shall pay Consultant for any Work satisfactorily completed prior to the date of termination, based upon Consultant's Fee Schedule. Consultant may terminate this Agreement upon ten (10) days written notice to District in the event of substantial failure by District to perform in accordance with the terms hereof through no fault of Consultant; or in the event District fails to pay Consultant in accordance with the terms in Section 2.0; or if Consultant's Work hereunder is suspended for a period of time greater than ninety (90) days through no fault of Consultant. 3.1. Withholding Payment. In the event District has reasonable grounds to believe Consultant will be materially unable to perform the Work under this Agreement, or if District becomes aware of a potential claim against Consultant or District arising out of Consultant's negligence, intentional act or breach of any provision of this Agreement, including a potential claim against Consultant by District, then District may, to the fullest extent allowed by law, withhold payment of any amount payable to Consultant that District determines is related to such inability to complete the Work, negligence, intentional act, or breach. 4.0. SAFETY. Consultant shall conduct and maintain the Work so as to avoid injury or damage to any person or property. Consultant shall at all times exercise all necessary safety Page 3 of 8 precautions appropriate to the nature of the Work and the conditions under which the Work is to be performed, and be in compliance with all applicable federal, state and local statutory and regulatory requirements including State of California, Department of Industrial Relations (Cal/OSHA) regulations. Consultant is responsible for the safety of all Consultant personnel at all times during performance of its Work, including while on District property. 5.0 INDEMNIFICATION. 5.1. When the law establishes a professional standard of care for the Consultant's services, to the fullest extent permitted by law, Consultant will defend, indemnify and hold harmless District, its directors, officers, employees, and authorized volunteers from and against all claims and demands of all persons that arise out of, pertain to, or relate to the Consultant's negligence, recklessness, or willful misconduct in the performance (or actual or alleged non-performance) of the Work under this agreement. Consultant shall defend itself against any and all liabilities, claims, losses, damages, and costs arising out of or alleged to arise out of Consultant's performance or non-performance of the Work hereunder, and shall not tender such claims to District nor to its directors, officers, employees, or authorized volunteers, for defense or indemnity. 5.2. Other than in the performance of professional services, to the fullest extent permitted by law, Consultant will defend, indemnify and hold harmless District, its directors, officers, employees and authorized volunteers from and against all claims and demands of all persons arising out the performance of the Work (including the furnishing of materials), including but not limited to claims by the Consultant, Consultant's employees and any subconsultants for damages to persons or property, except for damages resulting from the willful misconduct or active negligence of District, its directors, officers, employees, or authorized volunteers. 5.3. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against District or any of its directors, officers, employees, or authorized volunteers, with legal counsel reasonably acceptable to District. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against District or any of its directors, officers, employees, or authorized volunteers, in any and all such aforesaid suits, actions, or other legal proceedings for which Consultant is obligated to defend, indemnify and hold harmless District, its directors, officers, employees and authorized volunteers under this Agreement. ' 5.4. Consultant shall reimburse District or its directors, officers, employees, and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by District or its directors, officers, employees, or authorized volunteers. 6.0 INSURANCE REQUIREMENTS. Prior to execution of this Agreement, and at any time thereafter on request, Consultant shall provide executed certificates of insurance and policy endorsements acceptable to District evidencing the required coverage and limits for each Page 4 of 8 insurance policy. Each insurance policy shall be primary insurance as respects District, its affiliated organizations and its and their respective officers, directors, trustees, employees, agents, consultants, attorneys, successors and assigns (collectively, the "Covered Parties") for all liability arising out of the activities performed by or on behalf of Consultant. Any insurance, pool coverage, or self-insurance maintained by Covered Parties shall be excess of Consultant's insurance and shall not contribute to it. Each insurance policy shall provide, or be endorsed to provide, a waiver of rights of subrogation against Covered Parties. Each insurance policy shall provide, or be endorsed to provide, that coverage shall not be cancelled except after thirty (30) days prior written notice by U.S. Mail (ten (10) days for non-payment of premium) has been given to District. Unless otherwise approved by District, each insurance provider shall be authorized to do business in California and have an A.M. Best rating (or equivalent) of not less than "ANN." Consultant shall provide and maintain at all times during the performance of this Agreement the following insurance: (1) Commercial General Liability ("CGL") insurance; (2) Automobile Liability insurance; (3) Workers' Compensation and Employer's Liability insurance; and (4) Errors and Omissions ("E&O") liability insurance. 6.1. Commercial General Liability. Each CGL policy shall identify Covered Parties as additional insured, or be endorsed to identify Covered Parties as additional insured using ISO policy form "CG 00 01" with an edition date prior to 2004, or the exact equivalent. Coverage for additional insured shall not be limited to vicarious liability. Defense costs must be paid in addition to limits. Each CGL policy shall have liability coverage limits of at least $1,000,000 per occurrence for bodily injury, personal injury and property damage, and either at least (a) $2,000,000 aggregate total bodily injury, personal injury and property damage applied separately to the Project; or at least (b) $5,000,000 general aggregate limit for all operations. CGL insurance and endorsements shall be kept in force at all times during the performance of this Agreement and all coverage required herein shall be maintained after the term of this Agreement so long as such coverage is reasonably available. 6.2. Automobile Liability. Each Automobile Liability policy shall require coverage for "any auto" and shall have limits of at least $1,000,000 for bodily injury and property damage, each accident, and shall use ISO policy form "CA 00 O1," including owned, non-owned and hired autos, or the exact equivalent. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the CGL policy described above. Automobile Liability insurance and endorsements shall be kept in force at all times during the performance of this Agreement and all coverage required herein shall be maintained after the term of this Agreement so long as such coverage is reasonably available. 6.3. Workers' Compensation/Employer's Liability. Consultant shall cover or insure the existence of coverage under the applicable laws relating to Workers' Compensation insurance, all of their employees employed directly by them or through subconsultants at all times in carrying out the Work contemplated under this Agreement, in accordance with the "Workers' Compensation and Insurance Act" of the California Labor Code and any amendatory Acts. Consultant shall provide Employer's Liability insurance with limits of at least $1,000,000 each accident, $1,000,000 disease policy limit, and $1,000,000 disease each employee. Page 5 of 8 By Consultant's signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that code, and that Consultant will comply with such provisions before commencing Work under this Agreement. Upon the request of District, subconsultants must provide certificates of insurance evidencing such coverage. 6.4. Errors and Omissions. Each E&O policy shall have limits of at least $1,000,000 per claim and $1,000,000 aggregate. Architects' and Engineers' coverage is to be endorsed to include contractual liability. E&O insurance and endorsements shall be kept in force at all times during the performance of this Agreement and all coverage required herein shall be maintained after the term of this Agreement so long as such coverage is reasonably available. 7.0. INDEPENDENT CONTRACTOR. The Parties agree that the relationship between District and Consultant is that of an independent contractor and Consultant shall not, in any way, be considered to be an employee or agent of District. Consultant shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of District. District will not be legally or financially responsible for any damage or loss that may be sustained by Consultant because of any act, error, or omission of Consultant, nor shall Consultant make any claim against District arising out of any such act, error, or omission. 7.1. Taxes and Benefits. Consultant shall be solely responsible for the payment of all federal, state and local income tax, social security tax, Workers' Compensation insurance, state disability insurance, and any other taxes or insurance Consultant, as an independent contractor, is responsible for paying under federal, state or local law. Consultant is not eligible to receive Workers' Compensation, medical, indemnity or retirement benefits through District, including but not limited to enrollment in Ca1PERS. Consultant is not eligible to receive overtime, vacation or sick pay. 7.2. Permits and Licenses. Consultant shall procure and maintain all permits, and licenses and other government-required certification necessary for the performance of its Work, all at the sole cost of Consultant. None of the items referenced in this section shall be reimbursable to Consultant under the Agreement. 7.3. Methods. Consultant shall have the sole and absolute discretion in determining the methods, details and means of performing the Work required by District. Consultant shall furnish, at its own expense, all labor, materials, equipment, tools and transportation necessary for the successful completion of the Work to be performed under this Agreement. District shall not have any right to direct the methods, details and means of the Work; however, Consultant must receive prior written approval from District before assigning or changing any assignment of Consultant's project manager or key personnel and before using any subconsultants or subconsultant agreements for services or materials under this Agreement and any work authorizations. Page 6 of 8 8.0. NOTICES. Any notice may be served upon either Party by delivering it in person, or by depositing it in a U.S. Mail Deposit Box with the postage thereon fully prepaid, and addressed to the Party at the address set forth below: District: General Manager Yorba Linda Water District P.O. Box 309 Yorba Linda, California 92885-0309 Consultant: As designated in Exhibit "B." Any notice given hereunder shall be deemed effective in the case of personal delivery, upon receipt thereof, or, in the case of mailing, at the moment of deposit in the course of transmission with the United States Postal Service. 9.0 ASSIGNMENT. Neither Consultant nor District may assign or transfer this Agreement, or any part thereof, without the prior written consent of the other Party, which shall not be unreasonably withheld. 10.0 ATTORNEY'S FEES. In the event of any action arising out of, or in connection with, this Agreement, or the Work to be performed hereunder, the prevailing Party shall be entitled to have and recover, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation, its attorney's fees. 11.0. BINDING ARBITRATION. Within thirty (30) days after service of a civil action on either Party arising out of, or in connection with, this Agreement, either Party may elect to submit the action to binding arbitration before the Judicial Arbitration and Mediation Service ("JAMS"), located in Orange County. The Parties agree that upon an election to arbitrate, any civil action filed will be stayed until arbitration proceedings have concluded. Upon submission of the matter to JAMS, the submitting Party shall obtain from JAMS a list of three (3) randomly selected arbitrators and serve said list upon the other Party. In the event that there are more than two parties to the action, the number of arbitrators randomly selected and included in the list shall be increased by two for each additional party involved. Upon service of the randomly selected list of arbitrators, each party shall have twenty (20) days to eliminate two arbitrators from the list and return it to JAMS, with the selected arbitrator being the remaining name on the list. Should more than one name remain on the list, JAMS will randomly select the arbitrator from the names remaining on the list. Arbitration shall be scheduled for hearing on the merits no later than six (6) months after the date the arbitrator is selected. All parties shall be permitted to conduct discovery as provided by the current rules of the California Code of Civil Procedure. All costs of JAMS or of the arbitrator for Work shall be divided equally among the Parties, unless otherwise ordered by the arbitrator. In an arbitration to resolve a dispute under this provision, the arbitrator's award shall be supported by law and substantial evidence. 12.0 WARRANTY. Consultant warrants that the Work to be rendered pursuant to this Agreement shall be performed in accordance with the standards customarily provided by an experienced and competent professional rendering the same or similar services. Page 7 of 8 1.3.0 FORCE IMA.IEURE. Upon written notice by the owin(= Party. the respect 1vc duties and obligations of the Parties hereunder [except District's obligation to pay Coltsultant such sunk as may become dclw I.l'0111 (ilne to tlnle #or Wot'k rendered by it] shall he Suspended While and so long as performance thereof is prevented or impeded by strikes, disl(Jrha1lces, riots, lire, governmental action. %var acts, acts of Clod, or anv other cause similar or dissimilar to the tbrcL,oin{g which are beyond the reasonable control of' the Party from «vl1om the affected pertormanee was clue. 14.0 ENTIRE AGEFEINIENT. This Agueement, and the attached Exhibits, represent the entire and inteoratcd a4wreement between District and C'onsultallt and supersedes all prior negotiations, representations, or agreements, either written or oral. Tills Agreement may be amended only by written instrument signed by both District and Consultant. IN WITNESS 4'L HEIRl<10 , the Parties hereto have caused this Agrecment to he entered into as of the day:` and year xvi-ltten above. District: Consultant: Yorba Linda Water District \Vestln Engineering Inc. 13v: 13v: a Ken Vecchiare'lli. General klanaocr lei CR) Attachments: Exhibit A: Scope of Work Exhibit 13: Cost Proposal for Work lAllibit C: l-'ee Schedule Page 8 of 8 i' 3 Exhibit A - Scope of Work Project Work Plan We are proposing the Cityworks Desktop/Anywhere solution as a `Best of Breed' technology that will grow with YLWD. Cityworks Desktop functions as an extension to ESRI's ArcGIS desktop product line - ArcView, ArcEditor and Arclnfo. Leveraging feature data stored in ESRI's geodatabase structure, asset inventory { and connectivity to the geodatabase are handled seamlessly by Cityworks. Cityworks Anywhere incorporates ESRI's ArcGIS Engine, embedding common GIS tools in a lighter, more portable framework. Like Cityworks Desktop, Cityworks Anywhere leverages the same feature data stored in ESRI's geodatabase while asset inventory and connectivity to the geodatabase are handled seamlessly by Cityworks. Cityworks Anywhere is ideally suited for field, remote and mobile users, designed for maintenance and operations, YLWD will be able to utilize GIS functionality while managing ; and performing maintenance operations and investigating and resolving services requests. Extending the ArcGIS Server interface, Cityworks ncorporates a palette of tools, tabs, and links in a highly customizable environment, allowing Cityworks to be deployed across a department, division or the entire organization. Prase 1: Plan I Task 100 - Implementation Planning This task is characterized by the formation of the project steering committee, assignment of project sponsor, formation of the core team, development of project work plan and the related project plans that will drive and manage the project to successful completion. Westin will utilize our well developed standard project management techniques tailored to the size of this project. While we utilize all of the standard sub- plans for projects including: • Project Charter • Project Work Plan • Communications Plan We tailor these plans to fit your organization. This assures the proper level of project management for the level of effort required to complete this project successfully. Once the project charter and project work plan are complete, the project kick-off meeting will take place to inform all stakeholders of the goals, objectives and timelines for this project. This task is complete when all of the sub-plans are complete and approved and the project kick-off meeting has occurred. Deliverables: • Project Charter • Project Work Plan • Communications Plan • Project Kick-off Meeting Phase 2: Define Task 200 Assessment and Process Mapping I Based on our extensive experience with Utilities and Cityworks, Westin will conduct five (5) days of functional and technical assessments and process mapping workshops for the maintenance management f f areas. These assessments will focus on work practices, workflows and reporting requirements associated Yorba Linda Water District- Computerized Maintenance Management System 1 Westin Proposal No. P10-077 i I I I with each maintenance area using your existing workflows to the extent possible in order to ensure early acceptance. The GIS layers and data structures supporting the maintenance management applications E will also be discussed as well as the overall technical environment and integration opportunities. I The WestinlAzteca Project Team's Maintenance Process Workshop will document the current and desired business processes related to the following data and activities: • GIS-based asset inventory data management • Service Requests • Address and Asset-based work orders • Tasks, Activities and Procedures • Labor, Material and Equipment tracking • Attachments (documents, images, etc.) • Inspections and Tests al • Search, retrieve, and report • Data Pump (check-in & check-out for remote and field use) • Email & pager notification • Administration tools The result of the detail assessments and process maps will be a list of specific recommendations on how to best utilize the applications that meet the requirements of the District based on your current workflow and resource requirements and include and evaluation of your IT infrastructure to determine any additional hardware or software that may be needed. I Deliverables: • Assessment Report • Documentation of business processes for purposes of configuring the CMMS software Task 290 Develop Conceptual Implementation Model Utilizing the results of the assessment and mapping sessions, Westin will develop an implementation model for all maintenance management applications. This model will use organizational flow (context) diagrams, dataflow diagrams and workflow diagrams to describe the new business processes associated with the maintenance management applications. Any phasing of project deliverables or changes in implementation approach will be developed during this task. Deliverables: • New To-Be Process • Project Work Plan Update Phase 3: Design Task 300 CMMS Core Training and Design This task starts with one half (112) day of technical training of District's core team on the application. Then building on the conceptual implementation models, Westin will spend up to three (3) days on site to work with District staff to develop an installation and set-up approach. Topics such as standards and naming conventions will be covered, the asset registry and asset hierarchy will be planned, data sources that will be used to initially populate the asset registry and enterprise systems that will need asset lists synchronized will be discussed, security topics will be covered and user groups with different security needs will be defined so that an initial set of security roles can be developed. 3 In addition, material inventory hierarchies and items will be reviewed and designed, all equipment will be identified and charge rates determined and finally, labor rates will be discussed and the method of Yorba Linda Water District- Computerized Maintenance Management System 2 Westin Proposal No. P70-077 I 9 i allocating labor costs to work orders and service requests will be developed. ! Deliverables: • One day of Core Team Training • Three days of Design Workshops • Design Specifications Task 310 Vendor Software Installation and Set-Up Westin, working in conjunction with Azteca, will install the CMMS software and begin the configuration. The following subtasks will be completed during this process: • Install software - The Cityworks maintenance management software will be installed on the appropriate server and workstations I • The Cityworks database will be designed and configured • The test and production database will be established and configured for loading employees, materials, equipment, work order templates, problem codes and table codes. • Data file maintenance, back-up and recovery processes will be reviewed • Set up users • GIS configuration j The modules to be installed include the following: • Cityworks Desktop/Anywhere • GIS Configuration Deliverables: 3 • Software Installed and Tested • Setup and Installation Documentation Phase 4: Construct Task 400 Data Conversion is Westin will establish a process (manual and/or automated) for converting the inventory item file. Westin will also identify the necessary quality controls to ensure that data integrity is maintained. Westin will also assist the District in converting and loading their existing service requests from Cogsdale. The YLWD technical team will be responsible for providing resources to convert data in a format specified by Westin. District will be responsible for providing any missing data elements. Conversion of historical data is considered out of scope, Westin team can provide these services on a Time and Materials basis. Deliverables: • Inventory File • Converted Legacy Service Requests Task 410 Interfaces development I. Below is a summary of our current integration points that Westin have developed for other clients: • Great Plains (FIS) / Cogsdale (CIS) CSM Customers 4 Cityworks (CMMS) Customers FIS Projects/ Budgets 4 CMMS Projects I Budgets • FIS Material / Prices 1 Inventory 4 Cityworks Material Hierarchy and Inventory • CIS Customer Info 4 ESRI (GIS) Customer Data on the map / CMMS Related Customer Data Yorba Linda Water District- Computerized Maintenance Management System 3 Westin Proposal No. P10-077 3 i • CIS Meter Reads 4 GIS Meter Data on the map 1 CMMS Related Meter Read Data • CIS Meter Inventory 4 CMMS Meter Inventory (by serial number) • CIS Service Order 4❑ CMMS Service Request • CMMS Service Request 4 CMMS Work Order • ATS Vehicle Locating System 4 GIS Vehicles on the map • Automatically load attachments from DMS (primarily photos/ linked documents and scanned, handwritten worksheets) into Service Requests and Work Orders Westin will work with the YLWD project team to identify the integration points that will meet the District's needs. These will be compiled into an Integration Specifications Document Deliverables: • FIS interface to Great Plains • CIS interface to Cogsdale • DMS interface to LaserFiche utilizing the built in functionality of Cityworks I Task 420 System and Integration Testing Westin will develop test plans for testing the setup and data conversion activities. YLWD's project Team will be responsible for performing the actual testing activities of the system prior to cutover and full operation of the system. This will include testing of the general application software setup, service order templates, work order templates, inventory item master, service and work order event layers, custom integration modules, security and converted data. System testing will be performed on a unit basis to the Test Instance prior to full system testing. District will sign off on the acceptance of system testing prior to system cut-over to Production. Deliverables: • Test Plan • 5 days of Acceptance Testing support • District Sign Off Task 430 Report Development Cityworks contains ad-hoc search and report tools to query the work management data. Searches can be performed displaying future scheduled work, overdue work orders, assignments to specific people, across date ranges and a wide variety of parameters. Nearly every field in Cityworks is searchable, allowing for comprehensive data reporting. Ad-hoc reports can be sorted and grouped by field into multiple descriptive displays. For example, a report may be able to group a set of work orders by Description and Supervisor. Ad-hoc results can be exported to Microsoft Office products (Access, Excel, Word) or other products for further analysis or presentation. Users can easily create and save predefined reports. Reports can be shared among enterprise users, departments and divisions. One of the most prominent features of the unique capability of Cityworks includes search and reporting by geography which is easily done using the fully integrated GIS interface. Searching by feature, feature type, map page, tile numbers, or any other data element is readily available as defined in the GIS. In addition, reports can all be associated to a specified geographical region or spatial data type. For example, a user may wish to understand labor costs associated to a specific region or a specified boundary or by a selected network of pipes. 1 Yorba Linda Water District - Computerized Maintenance Management System 4 I~I Westin Proposal No. P10-077 i i Westin will provide up to twenty-four (24) hours of assistance in installing the standard reports from the E CMMS modules as well as four days of custom crystal reports design and development assistance. Deliverables: • 24 hours of installation support • 32 hours of Crystal Reports Development Phase 5: Deploy Task 500 Training Once final acceptance of the software configuration is achieved, Westin will develop a training plan tailored to the District's requirements for both Technical/Administrative Staff (2 Days) and End Users/Other District Departments (4 Days). This plan will specify what groups get training based on phasing and deployment. Westin, with assistance from Azteca, will provide training on the new Server MMS to the appropriate District staff. Training will occur on-site, prior to the cut-over and operation phase. In order to make training as effective as possible, class size will be limited to system users and administrators - up to 10 students per class, based on end user job responsibilities. YLWD is expected to provide an adequate training facility including computers with high-resolution computer screen, projection system, white board, seating for one student per computer, restroom facilities and appropriate environmental control. Students should have basic functional knowledge of Personal Computers, Microsoft Windows Operating Systems and ESRI's ArcGIS®. Training computers shall be configured with the appropriate ESRI software, MS-Office 2003 and the RDBMS client software and shall be consistent with the minimum operational requirements. The following specific software training will be provided for the Cityworks system modules: Cityworks User Training 4 days Cityworks Designer Training 2 days Deliverables: • Training Plan • Training Workshops Task 510 Cut-over and Full Operations In order to minimize disruption to operations during deployment of the system, Westin will discuss approaches designed to reduce disruption by testing before deployment; minimizing departments using two systems in parallel, focusing training, and providing adequate follow-on support are planned. Decisions on how to handle open work orders in existing systems will be made. The plan for cut-over process will be in place and approved by the District, addressing issues such as when legacy databases will be frozen relative to training and go-live so that data can be migrated prior to production cut-over. Westin, with assistance from Azteca, will provide on-site technical assistance for the cut-over period (5 Days) for the new CMMS. Deliverables: • Go-Live • Project Sign Off I Yorba Linda Water District- Computerized Maintenance Management System 5 Westin Proposal No. P10-077 I. i I. i i. i I Phase 6: Support ! Task 600 Support Once Cityworks is in production and staff has been trained, Westin Project staff will remain available to assist users as they perform day-to-day business transactions using Cityworks and related Cityworks Extension modules. The purpose for this is to work with users on an individual basis as they use Cityworks, discover and resolve any configuration issues, overcome training issues, and manage any j procedural changes. Our team has found this task to be very effective in helping customers gain the I maximum benefit from their Cityworks environment. The Westin team proposes to provide ongoing implementation services to YLWD for up to forty (40) hours following the establishment of the Cityworks production environment. Separate from software maintenance and support, these services are intended to provide YLWD with assistance or training in such tasks as developing reports, adding new work order types, or implementing a new asset type into the management system and/or GIS recommendations. Assistance can be provided by phone, online, or on-site at YLWD facilities. Additional Support by Azteca is provided to YLWD via 24x7 phone support or online support through MyCityworks.com. Already available to the District, this is a unique location for Cityworks customers to access our on-line Technical Support along with the latest information related to Cityworks. This site is reserved for Cityworks customers, only. Additionally, the Cityworks User Conference is the premier event for Cityworks users, business partners, and potential users. Complete with Cityworks technical courses, user and partner presentations, Cityworks doctor's office, exhibit hall, networking, and evening socials, the conference provides an educational and enjoyable atmosphere benefiting all in attendance. In addition, the conference offers the unique opportunity of interacting with Azteca Systems ;.taff and having a chance to discuss future product direction. Deliverables: • 40 Hours Production Support Optional - Wireless Remote Access Westin, working in conjunction with District, will configure and install the wireless remote access components. The following subtasks will be completed during this process: • Cell coverage survey - Westin will conduct a cell coverage survey to determine the level of cell coverage in the area serviced by the District • Laptop recommendation - Westin and District will decide the appropriate technology for laptops, ruggedized or standard. • Installation of Windows Terminal Server and VPN software. • Vehicle installation components (provided by District staff) • Wireless applications will be installed j • Training will be provided for the District designated System Manager(s) • Set up users Deliverables: • Hardware Recommendation • Software Installed and Tested • Hardware Installed and Tested 3 Yorba Linda Water District- Computerized Maintenance Management System 6 Westin Proposal No. Plo-077 I Project Schedule I This section discusses a proposed schedule for the District's CMMS project. This timeline is based upon Westin's proposed work plan and our experience performing previous engagements. It assumes District staff availability for meetings with reasonable notice, and review cycles of approximately one week. At the Project Kickoff Workshop, we will schedule actual dates and times for these activities with the District's project team members and participants. i Westin anticipates that it will take 6 to 8 months to complete the scope of work. As with any project, a more detailed project plan will be developed as we gain deeper understanding of your requirements and before actual work begins. Several factors can affect schedule. Westin employs several risk management tools designed to identify and mitigate schedule risks. The following table demonstrates our anticipated schedule. Actual schedule may vary. I i .b m4 lsmn I°^ M3 M3 Ml MS Ms M] M8 W-] W1 Wt WS W3 WI - C. WI W8 W9 WIO W51 W14 WI] Wi6 Wts Wls WI] Wls WiB WSO W31 Wl3 W33 W21 W15 W1B Wxl W2e Yorba Unda Water District CMMS 140 days j' 3 ' Plan 10 days ~ I ' Define 10 days I ~ Design 15 days 77L:: I I s Construct 60 days I Deploy $ 30 days _ suppot 15 days LL-J. i. i i i I li 1 33 i Yorba Linda Water District - Computerized Maintenance Management System 7 Westin Proposal No. P10-077 Exhibit B-Cost Proposal for Work Yorba Linda Water District Request for Proposal-Computerized Maintenance Management System Page 1 of 1 Pricing Worksheet Core Solution Costs Category Item Cost 1.00 Core plication Software Installation Annual Cost Yr Annual $ 47,962.00 $ 11,285.00 $ 11,285.00 $ 11,285.00 $ 11,285.00 2.00 Other Software 3.00 Installation Services $ 186,804.00 4.00 Expenses $ 13,860.00 5.00 Other Total Core System Installed Cost $ 200,664.00 1 $ 47,962.00_1 $ 11,285.00 $ 11,285.00 $ 11,285.00 $ 11,285.00 Optional Solution Costs Category Item Cost 8.00 Server Hardware installation Annual Cost Yr Annual Cost Yr Annual Cost Yr Annual Cost Yr Annual 9.00 Server Software 10.00 RDBMS Software 11.00 Other Software 12.00 Application Software 13.00 Installation Services 14.00 Expenses 15.00 Other Total Optional System Installed Cost is - $ - $ - $ - $ - $ The prices contained in this schedule (summary and detail) are valid for a period of 180 days from the date this document is signed: By: Signed: Title: Date: Yorba Linda Water District Request for Proposal-Computerized Maintenance Management System Page 1 of 1 I I I s Exhibit C - Fee Schedule We are proposing fifteen (15) Server Logins or Desktop/Anywhere Named licenses (or any combination of the three). First Year Update and Support is included with initial software license purchase and effective from the date of execution of the Cityworks licensing agreement. Subsequent years will be invoiced 30 days prior to the Update & Support agreement date. Please refer to the Appendix "C provided under separate sealed envelope. i The Westin team is proposing a payment schedule in lieu of payment terms stated on your section 9.3 - item #8 of the RFR The payment schedule is included with Appendix C on a separate sealed envelope. I i I i 1 1 Yorba Linda Water District -Computerized Maintenance Management System 7 Westin Proposal No. P10-077 E Below is the Westin labor rate sheet for 2010, these rates will remain in effect for the duration of the implementation project. Westin Engineering, Inc. FM-03-09 STANDARD CONSULTING RATE SHEET VALID THRU DECEMBER 31, 2010 LABOR RATES Consultant Code Category Hourly Rates (US$) I j. 10 • Managing Principal $248 15 • Senior Principal Consultant $230 1 20 • Principal Consultant $216 I. 25 • Senior Consultant II $203 30 • Senior Consultant 1 $189 40 • Staff Consultant $162 50 • Associate Consultant $130 i 60 • Analyst 11 $108 70 • Analyst 1 $90 3 I 90 • Project Assistant $85 99 • Clerical $60 The above labor rates do not include sales or service taxes, if any. I E f~ I Non Labor Costs: Subcontract and other direct expenses will be billed at cost, plus 10%. These costs may include but are not limited to travel, mail/shipping, outside printing & binding, subcontractor charges, project equipment/software. (Mileage will be expensed per current IRS guidelines at the time of travel). Westin Standard Rate sheets are increased annually on January 1 st of each year. if the contract extends beyond January of any year, a rate increase can be expected. Yorba Linda Water District - computerized Maintenance Management System 2 Westin Proposal No. P70-077 E I 3 3 CITYWORKS SOFTWARE LICENSE AGREEMENT Contract No. 3 This is a license agreement and not an agreement for sale. This license agreement (Agreement) is between [enter name of organization] (Licensee) and Azteca Systems, Inc. (Aztecs Systems), a Utah corporation, with its principal place of business at 11075 South State Street, Suite #24 Sandy, Utah, 84070, and gives Licensee certain limited rights to use the proprietary software The Software Cityworks and Related Materials. All rights not specifically granted in this Agreement are reserved to Azteca Systems. 1. Definitions: As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings: 1.1 "The Software Cityworks" means the actual copy of all or any portion of the computer programs delivered as listed in paragraph 5.1 Licensed Software, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by Azteca Systems. 1.2 "Related Materials" means all of the printed materials, user documentation, training documentation, and confidential activation code for The Software Cityworks supplied by Azteca Systems under this Agreement. 1.3 "Effective Date" shall mean the date on which Licensee receives the Software Cityworks and Related Material from Azteca Systems. 2. Term: This Agreement shall become effective onthe, ?d__'t and shall be valid for as long as Licensee complies with the Permitted Uses and Uses Not Permitted provisions of this Agreement. Azteca Systems may terminate this Agreement by 30 calendar days' prior written notice to Licensee if Licensee fails to comply with the Permitted Uses and Uses Not Permitted provisions of this Agreement. Unless otherwise agreed in writing, Licensee shall have 60 days after receiving notice of such failed compliance from Azteca Systems to cure the default. If this Agreement is terminated either under this Section 2 or Section 8 below, Licensee shall then return to Azteca Systems all of The Software Cityworks, related modules, related updates, and any whole or partial copies, codes, modifications, and merged portions in any form. Azteca will for no additional charge to Licensee and at Licensee's option either grant a perpetual license to the Licensee which will allow Licensee to retain the ability to access records and data contained in The Cityworks Software or will provide hard copies of all files needed by the Licensee. If termination occurs during the first year, Azteca shall return a prorated portion of the license fee to the licensee based on a twelve (12) month period from the Effective Date. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems shall remain in force should breach occur. Yorba Linda Water District - Computerized Maintenance Management System 1 Westin Proposal No. P10-077 i E i 3 f 3. Reservation of Ownership and Grant of License: Azteca Systems retains exclusive title and ownership of any copy of The Software Cityworks and Related Material licensed under this Agreement and grants to Licensee a personal, nonexclusive, nontransferable license to use The Software Cityworks and Related Materials pursuant to the terms and conditions of this Agreement. From the Effective Date, Licensee agrees to use reasonable effort to protect The j Software Cityworks and Related Materials from unauthorized use, reproduction, distribution, or publication. 4. Copyright: The Software Cityworks and Related Material are owned by Azteca Systems and are protected by United States copyright laws and applicable international treaties and/or conventions. Licensee agrees not to export The Software Cityworks into a country which does not have copyright laws that will protect Azteca System's proprietary rights. i 5. Licensing and/or Royalty Fees: In consideration of the License fees ("License Fees") paid under Purchase Order No. renter number], dated f mm 1 dd 1 YyYV 1 (see attachment A), Azteca Systems grants to Licensee a nonexclusive, nontransferable license to use the Licenses obtained under this Agreement as follows: 5.1 Licensed Software Initial Add-ons: Initial Initial Initial Initial 5.2 Permitted Uses: • Licensee may use the number of copies of The Software Cityworks specified in paragraph 5.1 for which License Fees have been paid on the computer systems(s) and/or specific computer networks(s) for Licensee's own internal use. • Licensee may install the number of copies and modules of The Software Cityworks specified in paragraph 5.1 for which License Fees have been paid onto the permanent storage device(s) on the computer system(s) and/or specific computer network(s). • Licensee may maintain one (1) copy of The Software Cityworks to a CD or DVD type medium for archival purposes during the term of this Agreement unless the right to make r Yorba Linda Water District - Computerized Maintenance Management System 2 Westin Proposal No. P90-077 i i i I additional copies is granted to Licensee in writing by Azteca Systems. Regularly scheduled full system and partial system archival backups are allowable and specifically exempted from this provision. • Licensee may use, copy, alter, modify, merge, reproduce, and create derivative works of the on-line documentation accessible on MyCityworks.com for Licensee's own internal use. The portions of the on-line documentation merged with other software, hard copy, and digital materials shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging Azteca Systems proprietary rights in the on-line documentation: "Portions of this document include intellectual property of Azteca Systems and are used herein by I permission. Copyright © 2007 Azteca Systems, Inc. All Rights Reserved." ! 5.3 Uses Not Permitted: j • Licensee shall not sell, rent, lease, sub-license, lend, assign, time-share, transfer or export, in whole or in part to unlicensed third parties, or provide access to prior or present versions of The Software Cityworks, any updates, or Licensee's rights under this Agreement. Nothing in this Section shall prevent use of and access to The Software Cityworks by Licensee's employees, agents or others performing work for or on behalf of the Licensee. • Licensee shall not reverse engineer, decompile, or disassemble The Software Cityworks, or make any attempt to unlock or bypass The Software Cityworks keycode, as applicable, subject to local law. • Licensee shall not make additional copies of The Software Cityworks and Related Materials beyond that described in the Permitted Uses section above. • Licensee shall not remove or obscure any Azteca Systems copyright or trademark notices. I 6. The Software Cityworks Update and Support: The Software Cityworks Update and Support: A one (1) year period of complimentary update and support services are provided to Licensee at no additional charge above the License Fees with each License effective from Effective Date. Update and support services consists of updates to The Software Cityworks and Related Materials, documentation updates and access to telephone user support, email support, web support, and other benefits deemed appropriate by Azteca Systems as outlined in the Attachment B - Complimentary Update and Support Services attached to this Agreement. Update and support services for The Software Cityworks beyond the complimentary period is available if Licensee and Azteca Systems have executed a Cityworks Update and Support Agreement. Fees for any such support services in excess of the complimentary period shall be governed by the Cityworks Update and Support Agreement. 7. Limited Warranty: Limited Warranty: Azteca Systems warrants that it owns or has the full right and authority and all associated intellectual property rights necessary to grant Licensee rights and licenses set forth in this Agreement to The Software Cityworks and Related Materials. Azteca Systems warrants that The Software Cityworks, unaltered, will substantially conform to the Related Materials for a period of one (1) year from the receipt of delivery of The Software Cityworks ("Warranty Period"). Azteca Systems warrants that the media upon which The _ i Yorha Linda Water District- Computerized Maintenance Management System 3 Westin Proposal No. PIO-077 I f i Software Cityworks is provided will be free from defects in materials and workmanship under normal use and service during the Warranty Period. f AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND ~i FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE CITYWORKS. AZTECA SYSTEMS DOES NOT WARRANT THAT THE OPERATIONS OF ITS RESPECTIVE SOFTWARE AND RELATED MATERIALS WILL BE UNINTERRUPTED AND/OR ERROR FREE. 8. Exclusive Remedy and Limitation of Liability: Exclusive Remedy and Limitation of Liability: Except as set forth below and during the Warranty Period, Azteca System's entire liability and Licensee's exclusive remedy for breach of the warranties against defects in materials and workmanship or compliance with Related Materials provided in Section 7 above, Azteca shall attempt to remedy the defect by whatever means reasonably available to Azteca. If Azteca exhausts available remedies and is still unable to remedy the defects, then Licensee's exclusive remedy shall be, at Azteca System's option, to correct or provide a work around for the errors, or to replace The Software Cityworks in accordance with the Azteca Systems Cityworks Update and Support Agreement (if then in effect with Licensee), or by written notice of its election to Licensee, terminate this Agreement for its convenience and return 100% of the License Fees paid upon the Licensee's return of The Software Cityworks to Azteca Systems. Azteca Systems shall not be liable for indirect, special, incidental, or consequential damages related to Licensee's use of The Software Cityworks, unless such damage is caused by Azteca System's actual negligence. i IN NO EVENT SHALL AZTECA SYSTEMS BE LIABLE TO THE LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE AND RELATED MATERIALS, UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY AZTECA SYSTEM'S ACTUAL NEGLIGENCE. 9. Indemnity: Indemnity: Azteca Systems, at its own expense, will hold harmless, defend and indemnify Licensee from all claims that The Software Cityworks or Related Materials furnished under this Agreement infringes a U.S. Copyright or other intellectual property rights of a third party, provided that Licensee gives Azteca Systems prompt written notice of such claims and permits Azteca Systems the sole right to control the defense of such claims and provides Azteca Systems all reasonable cooperation. As to The Software Cityworks which are or in the opinion of Azteca Systems may become subject to a claim of infringement, Azteca Systems, at its option, will obtain the right for Licensee to continue using The Software Cityworks or replace or modify The Software Cityworks so as to make them non-infringing. If none of the alternatives is available on commercially reasonable terms, then Licensee agrees to, upon Azteca Systems' written request, terminate for convenience j the Agreement upon the Licensee returning The Software Cityworks to Azteca Systems and Azteca Systems will refund to the Licensee 100% of the License Fees paid. i Yorba Linda Water District- Computerized Maintenance Management System .4 Westin Proposal No. P10-077 t E E Azteca Systems will not indemnify or defend Licensee from any infringement claim resulting from Licensee's unauthorized modification or alteration of The Software Cityworks or Related Materials. i This section states Azteca System's entire obligation to Licensee and Licensee's sole and exclusive remedy for infringement. I 10. Additional Software Licenses: Additional copies and modules of The Software Cityworks i licenses may be ordered without signed amendments provided the following language is incorporated in the signed Purchase Order: "By accepting this order, both parties agree to amend the Master Software License Agreement Contract No. [insert Contract Number) between [insert Licensee name] and Azteca Systems, Inc., dated [insert Master Software License Agreement date], which is incorporated herein by reference, to include the above software licenses, which are hereby licensed under the same terms and conditions. " 11. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know-how relating thereto. The Software Cityworks are determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from Azteca Systems and the U.S. Office of Export Control. 12. Force Majeure: Neither party shall be liable to the other for failure or delay in the performance of a required obligation during any period where such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such party's control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible. i 13. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The provisions of this Agreement shall be enforceable to the extent permissible under the laws of the State of Tenter name of State]. 14. No Implied Waivers: No failure or delay by Azteca Systems in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Azteca Systems. i 15. Order of Precedence: Any conflict between the terms of this License Agreement and any Purchase Order or other terms shall be resolved in favor of the terms of this License Agreement. 16. Governing Law: This Agreement, entered into in the County of [enter name of Countyl shall be construed and enforced in accordance with, and be governed by, the laws of the State of enter I Yorba Linda Water District- Computerized Maintenance Management System 5 Westin Proposal No. P70-077 i I E name of State] without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights to change venue. E 17. Termination for Convenience: In the event that either funding from the Licensee or other sources is withdrawn, reduced, or limited, or the authority of the Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Agreement and prior to normal completion, the parties shall have the authority to exercise the termination for convenience option to terminate this Agreement, in whole or in part. Also set forth elsewhere in this Agreement are specific provisions which allow the parties to 1 terminate this Agreement for convenience (see Exclusive Remedy and Limitation of Liability i provision). E If a party to this Agreement chooses to exercise any right to terminate for convenience it may have under the terms of this Agreement, that party may do so by thirty (30) days written notice to the other party. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terms of this Agreement for services rendered or software received and accepted prior to the Effective Date of termination. 18. Mediation Clause: Azteca Systems and Licensee will attempt to settle any claim or controversy arising out of E this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those j attempts fail then the dispute will be mediated by a mutually acceptable mediator to be chosen by Azteca Systems and the Licensee within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither one of the parties may unreasonably withhold consent to the selection of a mediator, and Azteca Systems and the Licensee will share the cost of the mediation equally. By mutual agreement, however, Azteca Systems and Licensee may postpone mediation until both parties have completed some specified limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non-binding alternate dispute resolution procedure ("ADW I Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in the County of renter name of County and State . Both Azteca Systems and Licensee consent to jurisdiction by such a court. The use of any ADR procedures will not be considered under the doctrine of latches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful; or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. 19. Entire Agreement: This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this Agreement must be in writing and signed by an authorized representative of each party. Yorba Linda Water District Computerized Maintenance Management System 6 Westin Proposal No. P10-077 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized ! i representatives. E I Accepted and Agreed: ! I Azteca Systems, Inc. (Licensee) (Azteca) By: By: Authorized Signature Authorized Signature Printed Name: Printed Name: Brian L. Haslam i. Title: Title: President I I Date: [ mm / dd 1 yyyy ] Date: [ mm / dd 1 yyyy ] Witness Witness is By: By: i i i Yorba Linda Water District - Computerized Maintenance Management System 7 Westin Proposal No. P10-077 I I' i i e e Attachment A - Purchase Order E i i i I Yorba Linda Water District- Computerized Maintenance Management System 8 Westin Proposal No. Plo-077 i S Attachment B - Complimentary Update and Support Services THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS E i' 1.1 "Custom Applications" shall mean any scripts, interfaces, reports or program code requested by the Licensee, other than Program Modifications to the Cityworks applications, that provide specific functionality uniquely designed for the Licensee. Any Custom Applications delivered to Licensee shall NOT become part of the Licensed Software, but shall none-the-less be licensed to Licensee under the terms the Agreement. The Custom Applications scripts, interfaces, reports and program code shall be provided to the client, however Azteca shall retain the right to utilize, modify and enhance the scripts, interfaces, I reports or program code of the Custom Applications as Azteca deems appropriate. 1.2 "Licensed Software" shall mean the particular software, scripts, interfaces and custom code identified in Cityworks Software License Agreement paragraph 5.1. 1.3 "Program Fixes" shall mean minor corrections to the Licensed Software to correct deviations in The Software Cityworks. Any Program Fixes delivered to Licensee shall f . become part of The Software Cityworks licensed under this Agreement. 1.4 "Program Modifications" shall meannew versions of the Licensed Software, which adds to, enhances or alters the function(s) of The Software Cityworks, and/or adds new modules or products adapted to interface with The Software Cityworks, requested by the Licensee. Any Program Modifications delivered to Licensee shall become part of the The Software City-works licensed under this Agreement. i 1.5 "Product Updates" are Program Fixes, Program Upgrades and Program Modifications. 1.6 "Program Upgrades" shall mean new versions of, or additions to, the Licensed Software prepared by Azteca Systems that improve its operating performance but do not add to or alter E the basic function(s) of The Software Cityworks. Any Program Upgrades delivered to Licensee shall become part of The Software Cityworks licensed under this Agreement. 1.7 "The Complimentary Update & Support Period" shall mean the initial complimentary update and support period commencing upon the Effective Date of this Agreement, as set forth in Cityworks Software License Agreement section 6. 1.8 "The Software Cityworks" shall mean as defined in the Cityworks Software License f. Agreement Definitions section 1. i 2. SUPPORT 2.1 The services to be provided during The Complimentary Update & Support Period include Azteca Systems application updates to The Software Cityworks including Program Yorha Linda Water District- Computerized Maintenance Management System 9 Westin Proposal No. P70-077 3 E Modifications (not Custom Applications). Azteca Systems will ensure upward compatibility for The Software Cityworks within a reasonable timeframe for minor and major ArcGIS releases and for supported databases. For all Licensed Software identified in Cityworks Software License Agreement paragraph 5. 1, Azteca Systems will ensure upward compatibility within a reasonable timeframe for Licensee's Custom Applications when there are minor ArcGIS and supported databases revisions (for example, from rev 9.1 to rev 9.2). Azteca Systems will not ensure upward compatibility for Licensee's Custom Applications when there are major ArcGIS and supported databases revisions (for example, from rev 9.x to rev 10.x), Azteca Systems will make all reasonable efforts to provide upward compatibility. 2.2 Azteca Systems shall, with out additional charge, during the term of this Agreement: I (a)Make all reasonable efforts to provide those Program Fixes, if any, that are necessary to assure The Software Cityworks is functioning properly; provided Licensee provides Azteca Systems with written notice specifying particularity in narrative, non-technical terms to the best of Licensee's staff ability the apparent error in the system and the manner in which The Software Cityworks is not functioning properly (see Section 3); f and (b) Deliver to Licensee any Program Upgrades relating to The Software Cityworks made f generally available to other licensed users. (c) Provide telephone user support, email support, web support, during normal business hours 8:00 AM - 5:00 PM Mountain Time Monday through Friday (excepting Holidays) and after hour emergency support through messaging service, and other benefits deemed appropriate by Azteca Systems and made generally available to other licensed users (see Section 8). (d) Implement and maintain a means of secure, remote direct network access (such as VPN, Web-access, dial-up, etc) to the Licensee's systems in order to perform thorough remote diagnostics and effect remote repairs, upgrades, and fixes. 2.3 The following items, among others, however, are specifically excluded as support of this Agreement: (a)interpretation of program results; (b) assistance with questions related to computer hardware and peripherals that are not directly related to the use of The Software Cityworks; (c)assistance with computer operating system questions not directly pertinent to The Software Cityworks; (d) data debugging and/or correcting; 3 I Yorba Linda Water district- Computerized Maintenance Management System 90 Westin Proposal No. P40-077 E I (e) services necessitated as a result of any cause other than authorized ordinary and proper use by The Software Cityworks, including but not limited to neglect, abuse, unauthorized modification, unauthorized updates, and electrical, fire, water or other damage; E I (f) consulting services for system implementation that are normally covered by a separate implementation services agreement; and (g) Custom Applications created to function with The Software Cityworks unless the Custom Application is identified as Licensed Software. 3. PROCEDURES FOR ACCESSING SUPPORT E E 3.1 All problem categories from routine through critical that occur during normal business E hours shall procedurally occur as follows: 1) Licensee's system administration staff as first line of support, 2) Azteca Systems staff as the second line of support. Azteca will make all reasonable efforts to acknowledge all requests for support within 24 hours. 3.2 Prior to calling Azteca Systems for support services, the Licensee will first attempt to isolate any problems that occur with the system. The Licensee will try to reduce the problem down to a specific software or system component. If it is determined that the problem is The Cityworks Software component the Licensee will first try and resolve the problem without Azteca Systems' involvement. If the Licensee cannot resolve the problem, the User will call Azteca Systems directly. If the Licensee is unable to isolate the problem the Licensee may call Azteca Systems to assist in isolating the problem. 3.3 For critical problems that occur outside of Azteca Systems' normal business hours (8 AM to 5 PM, Mountain Time) and cannot be isolated and resolved by the Licensee, Azteca Systems will provide an after-hours phone number or pager number that will forward the call or page to the currently assigned Azteca Systems support staff. Azteca Systems will make all reasonable efforts to acknowledge the request for support for critical problems within 4 hours of receipt of the call from a designated and authorized Licensee representative. Critical problems are defined as problems that cause several users to be ! unable to perform their duties. Depending upon the type of problem, Azteca Systems support staff may need to be sent from Azteca Systems offices to the Licensee location. Azteca project management will confer with the Licensee's representative or project j management before making this decision. The speed at which remote Azteca Systems staff can respond may be limited by the driving time or the airline flights that are available. The Licensee will reimburse Azteca Systems for all reasonable and customary travel expenses r associated with resolving the problem (see paragraph 3.3). 1 3.4 For all problems involving The Cityworks Software component that are resolved without Azteca Systems involvement, the Licensee will document the problem and the resolution and send a report to Azteca Systems so that it can be tracked, monitored, and historically recorded. Yorba Linda Water District - Computerized Maintenance Management System 11 Westin Proposal No. P10-077 f f CITYWORKS i E 0 UPDATE & SUPPORT AGREEMENT Contract No. E l This agreement (Agreement) is between (hereafter the User), as specified in paragraph 9. 1, and Azteca Systems, Inc. (hereafter Azteca Systems), a Utah corporation, with its principal place of business at 11075 South State Street, Suite #24 Sandy, Utah, 84070. Azteca Systems and the User have entered into a license agreement with respect to use of The Cityworks Software (the "Cityworks Software License Agreement"); and User also desires to secure software Cityworks update and support services from Azteca Systems with respect to such Software as more specifically enumerated in this Agreement. i 3 THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS 1.1 "Covered Software" shall mean the particular Software, scripts, interfaces and custom code identified in paragraph 9.3. 1.2 "Custom Applications" shall mean any scripts, interfaces, reports or program code requested by the User, other than Program Modifications to the Cityworks applications, that provide specific functionality uniquely designed for the User. Any Custom Applications delivered to User shall NOT become part of the Licensed Software, but shall none-the-less be licensed to Licensee under the terms of the Cityworks Software License Agreement. The scripts, interfaces, reports and program code of the Custom Applications shall be provided to the client, however, Azteca Systems shall retain the right to utilize, modify and enhance the scripts, interfaces, reports or program code as Azteca Systems deems appropriate. 1.3 "Effective Date" shall mean the date on which User receives the Software City Works software from Azteca Systems in accordance with the City Works Software License Agreement between User and Azteca Systems. 1.4 "Licensed Software" shall mean the particular Software identified in the Cityworks Software License Agreement. 1.5 "Program Fixes" shall mean minor corrections to the Licensed Software to correct deviations in the Licensed Software. Any Program Fixes delivered to User shall become part of the Licensed Software under the Cityworks Software License Agreement. 1.6 "Program Modifications" shall mean new versions of or additions to the Licensed Software, which adds to or alters the function(s) of the Licensed Software and new modules or products adapted to interface with the Licensed Software and add to or alter the function(s) of the Licensed Software, requested by the User. Any Program Modifications delivered to User shall become part of the Licensed Software under the Cityworks Software License Agreement. Yorba Linda Water District- Computerized Maintenance Management System 12 Westin Proposal No. P10-077 I ii 1.7 "Product Updates" are Program Fixes, Program Upgrades and Program Modifications. 1.8 "Program Upgrades" shall mean new versions of, or additions to, the Licensed Software prepared by Azteca Systems that improve its operating performance but do not add to or alter i its basic function(s). Any Program Upgrades delivered to User shall become part of the Licensed Software. j 1.9 "Software" shall mean Cityworks source code, machine-readable code, and related j documentation. i 1.10 "Update & Support Period" shall mean the initial Update and Support period commencing upon the Effective Date of this Agreement, as set forth in section 9.2, and any subsequent twelve-month period. 1.11 "Update & Support Agreement" or "Agreement" shall mean this Update & Support Agreement between Azteca Systems and User identified in paragraph 9. 1, the terms and conditions of which are hereby incorporated by reference. 2. SUPPORT 2.3 The services to be provided during the initial year and subsequent annual Update & Support Period include Azteca Systems Product Updates to Azteca System's Cityworks applications including Program Fixes, Program Upgrades and Program Modifications (not Custom Applications). Azteca Systems will ensure upward compatibility for The Cityworks Software applications within a reasonable timeframe for minor and major ESRI® ArcGIS and Cityworks supported databases revisions. If identified in paragraph 9.3 as "Covered Software", Azteca Systems will ensure upward compatibility within a reasonable timeframe for User's Custom Applications when there are minor ArcGIS and Cityworks supported databases revisions (for example, from rev 9.1 to rev 9.2). Azteca Systems will not ensure upward compatibility for User's Custom Applications when there are major ESRI ArcGIS and Cityworks supported databases revisions (for example, from rev 9.x to rev 10.x), Azteca Systems will make all reasonable efforts to provide upward compatibility. 2.4 Azteca Systems shall, with out additional charge (except as allowed for in paragraph 3.4 and 7.3), during the term of this Agreement: (a)Make all reasonable efforts to provide those Program Fixes, if any, that are necessary to assure the Covered Software is fumctioning properly; provided User provides Azteca Systems with written notice specifying particularity in narrative, non-technical terms to the best of District staff's ability the apparent error in the system and the manner in which the Covered Software is not functioning properly (as provided in Section 8); and I (e) Deliver to User any Program Upgrades relating to the Covered Software made available to others. Yorba Linda Water District- Computerized Maintenance Management System 13 Westin Proposal No. P90,077 E i E E i (f)Provide Telephone User Support, Email Support, Web Support, during normal business hours Monday through Friday (excepting Holidays) and after hour emergency support through messaging service, and other benefits deemed appropriate by Azteca Systems (as set forth in Section 7). (g) Implement and maintain a means of secure, remote direct network access (VPN, Web-access, dial-up, etc) to the User's systems in order to perform thorough remote diagnostics and effect remote repairs, upgrades, and fixes. 2.3 The following items, among others, however, are specifically excluded as support services under this section of this Agreement: (a)interpretation of program results; (b) assistance with questions related to computer hardware and peripherals that are not related to the use of the Covered Software; i E (c)assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; F (d) data debugging and/or correcting (e) services necessitated as a result of any cause other than authorized ordinary and proper use by the User of the Covered Software, including but not limited to neglect, abuse, unauthorized modification, unauthorized updates or electrical, fire, water or other damage; and (f) consulting regarding Custom Applications created to function with the Covered Software unless the Custom Application is identified as Covered Software in paragraph 9.3. 3. CIIARGES 3.1 For services hereunder, User shall pay Aztecs Systems an annual fee. The annual fee for the initial Update & Support Period is set forth in paragraph 9.2, and shall be paid prior to the start of the initial Update & Support Period. The annual fee for successive Update & Support Periods (twelve-month periods commencing upon the anniversary of the initial Update & Support Period) shall become due prior to the end of the preceding paid-up Update & Support Period. 3.2 Upon 90 days written notice, the fee for Update and Support Periods listed in paragraph 9.2 subsequent to the third Update and Support Period may be adjusted by Azteca to reflect increases in costs of providing the services described herein and/or to reflect increases in the population, users, size, usage, and other factors of User; provided, however, that (a) if the above factors remain constant the increase in the pricing shall not exceed the Consumer Price Index and (b) if any such proposed cost increase is in User's opinion excessive, User shall be entitled to terminate this Agreement prior to the start of the applicable Update & Support Yorba Linda Water District- Computerized Maintenance Management System 14 Westin Proposal No. PIO-477 i Period and shall not be liable for any further payment under this Agreement. Azteca will notify User of the new pricing no later than 90 days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. s 3.3 In addition to charges due under this Agreement, User shall pay amounts equal to any I sales tax, duties, or other consumption taxes, however designated, which are levied or based upon such charges, or upon this Update & Support Agreement. 3.4 In the event it becomes necessary for Azteca Systems to be on-site to provide support for the Covered Software, the User will reimburse Azteca Systems for reasonable and E customary travel expenses directly related to the on-site work. Azteca Systems shall provide an estimate and get the prior approval of User before incurring any costs for which it shall seek reimbursement from User under this Section. Any reimbursement shall be subject to Azteca providing verifiable documentation of such expenses to User. User reserves the right to require an audit of any such cost related records of Azteca to the extent reimbursement has been made by User under the terms of this Section. i i 4. LIMITED WARRANTY 4.1 Azteca Systems will provide warranty services for the Cityworks Software, Enhancements to Cityworks Software and Custom Applications created by Azteca Systems identified as Covered Software in paragraph 9.3. The warranty services are provided as part of the Azteca Systems Update and Support services and will be in-force for the duration of this Agreement. Update & Support Periods beyond the initial Update & Support Period are renewable unless terminated as provided in Section 6 below. The Update and Support Services consists of software and documentation updates and access to technical support via telephone, email, web-based (MyCityworks.com) and after hours support via pager as set forth in Section 2 above. The User will provide Azteca Systems in writing the names of the User individuals who are authorized to contact Azteca Systems and request support services. 4.2 Azteca Systems warrants that trained personnel employed or contracted by Azteca Systems will perform the services performed hereunder in conformance with best industry standards. s 4.3 With respect to the services provided hereunder and to the extent permitted by applicable law, this warranty is in lieu of all other warranties, whether written or oral, express or implied, including without limiting the generality of the foregoing, any warranty of non-infringement, merchantability or fitness for a particular purpose. 5. LIMITATION OF LIABILITY 5.1 The liability for Azteca Systems for damages arising under this Agreement shall be limited to the fees actually paid by User to Azteca Systems for the current Update and Support Period pursuant to Section 3 hereof In no event shall Azteca Systems be liable for any incidental, Yorba Linda Water District- Computerized Maintenance Management System 95 Westin Proposal No. P10-077 i indirect, special, or consequential damages whatsoever (including but not limited to lost profits) arising out of or related to the support and services provided hereunder by Azteca Systems, even though Azteca Systems may have been advised, know or should have known of the possibility of such damages, unless such damage is caused directly by Azteca System's actual negligence. I 3 6. TERM AND TERMINATION 6.1 The effective date of this Agreement, as set forth in section 9.2, shall continue until terminated. 6.2 This Agreement shall be terminated upon termination of the Cityworks Software License Agreement and, after the initial Update & Support Period, may be terminated by either party upon 34 days' written notice prior to the end of the then current Update & Support Period. If termination occurs during a successive Update & Support Period for which the User has paid the renewal fee in full, Azteca Systems shall return a prorated portion of the renewal fee for that period to the User. 7. PROCEDURES FOR ACCESSING SUPPORT 7.1 All problem categories from routine through critical that occur during normal business hours shall procedurally occur as follows: 1) User's system administration staff as first line of support, 2) Azteca Systems staff as the second line of support. Azteca Systems will make all reasonable efforts to acknowledge all requests for support within 24 hours. 7.2 Prior to calling Azteca Systems for warranty services, the User will first attempt to isolate any problems that occur with the System. The User will try to reduce the problem down to a specific software or system component. If it is determined that the problem is The Cityworks Software component the User will first try and resolve the problem without Azteca Systems' involvement. If the User cannot resolve the problem, the User will call Azteca Systems directly. If the User is unable to isolate the problem the User may call Azteca Systems to assist in isolating the problem. 7.3 For critical problems that occur outside of Azteca Systems' normal business hours (S AM to S PM, Mountain Time) and cannot be isolated and resolved by the User, Azteca Systems will provide an after-hours phone number or pager number that will forward the call or page to the currently assigned Azteca Systems support staff. Azteca Systems will make all reasonable efforts to acknowledge the request for support for critical problems within 4 hours of receipt of the call from a designated and authorized User representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. Depending upon the type of problem, Azteca Systems support staff may need to be sent from Azteca Systems offices to the User location. Azteca Systems project management will confer with the User's representative or project management before making this decision. The speed at which remote Azteca Systems staff can respond may be limited by the driving time or the airline flights that are available. The User will reimburse 3 3 Yorba Linda Water District -computerized Maintenance Management System 96 Westin Proposal No. P'IO-077 I G I I Azteca Systems for all reasonable and customary travel expenses associated with resolving the problem (pursuant to the provisions of paragraph 3.4). 7.4 For all problems involving The Cityworks Software component that are resolved without Azteca Systems' involvement, the User will document the problem and the resolution and send a report to Azteca Systems so that it can be tracked, monitored, and historically recorded. 8. MISCELLANEOUS 8.1 Azteca Systems shall not be in default under this Agreement for its failure to perform or its delay in performing any obligation under this Agreement Documents (other than the reimbursement of fees as set forth in paragraph 5.1) during any period of time during which such delay is due to fire, flood, earthquake, strike, labor trouble or other industrial disturbance, war (declared or undeclared), embargo, blockage, legal prohibition or governmental action, riot, insurrection, damage, destruction or any other cause beyond the control of Azteca Systems or any of its contractors preventing or delaying the performance of such obligation, provided that such obligation shall be performed immediately upon the termination of such cause preventing or delaying such performance; and provided further that the sole effect of any delay by Azteca Systems shall be a related delay in payment by the User pursuant to the relevant schedule. 8.2 The illegality, invalidity or unenforceability of any provision of the Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The provisions of this Agreement shall be enforceable to the extent permissible under the laws of the State of [enter name of the Statel. 8.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior statements, negotiations, and undertakings are superseded hereby, and may not be amended, modified or supplemented except in a writing executed by both parties, expressly purporting to amend this Agreement. 8.4 This Agreement may not be assigned by either party without the prior written consent of the other party, which consent will not be unreasonably withheld. User may not sublicense or encumber the Licensed Software without prior written consent of Azteca Systems. 8.5 Section headings herein are for the sake of convenience only and are not intended to affect in any way the meaning of this Agreement or the related paragraphs. 8.6 This Agreement becomes effective only upon execution by both parties. One fully executed copy of this Agreement shall be delivered by User to Azteca Systems at its office in Sandy, Utah 84070. s 8.7 Until further written notice, all payments and notices relevant to this Agreement shall be sent to the following addresses: Yorba Linda Water District-- Computerized Maintenance Management System 17 Westin Proposal No. P10-077 } i i Azteca Systems: Azteca Systems, Inc. 11075 South State St. Suite 24 Sandy, UT 84070 Attention: Brian L. Haslam User: The address set forth in paragraph 9.1. i €E" EE I I i 3 i I i Yorba Linda Water District- Computerized Maintenance Management System 18 Westin Proposal No. PIO-077 3 I Ii E 9. IDENTIFICATION AND AMOUNTS I 9.1 (a) User Name: 3 (b) User Contact: Number and Street: City/Province/Zip/Country: Phone: Email: 9.2 User Agreement: Between Azteca Systems and the User dated: i (a) Effective Date (ddmmyy): Initial (b) Initial Update & Support period and fee for beyond the software license complimentary update & support: Fee: w_ Initial From: (ddmmyy): To: (ddmmyy): (c) Renewal Date: Successive twelve-month periods: i From: (ddmmyy): Initial (b) Renewal Date: Successive twelve-month periods from the Effective Date, subject to termination as provided in paragraph 6.2. Fee: $ Initial (a) Description of Covered Software: ~I Initial i (b) Add-ons: Initial Initial Initial Yorba Linda Water District - Computerized Maintenance Management System 99 Westin Proposal No. P10-077 i i i 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. Accepted and Agreed: Azteca Systems, Inc. (User) (Azteca Systems) By: By: Authorized Signature Authorized Signature i Printed Name: Printed Name: Brian L. Haslam f Title: Title: President i. Date: I 1 Date: 1 I i' Witness Witness By: By: I, III i 1 s Yorba Linda Water District - Computerized Maintenance Management System 20 Westin Proposal No. P10-077 ITEM NO. 9.1 AGENDA REPORT Meeting Date: July 22, 2010 Subject: Executive Administrative-Organizational Committee (Mills/Beverage) Alternate: Collett • Minutes of meeting held July 20, 2010 at 4:00 p.m. (To be provided at the meeting.) • Meeting scheduled August 17, 2010 at 4:00 p.m. ATTACHMENTS: Name: Description: Type: 072010 EAO - Minutes.doc EAO Mtg Minutes 07/20/10 Minutes MINUTES OF THE YORBA LINDA WATER DISTRICT EXEC-AD MIN-ORGANIZATIONAL COMMITTEE MEETING July 20, 2010 A meeting of the Executive-Administrative-Organizational Committee was called to order by Director Mills at 4:00 p.m. The meeting was held at the District's Administrative Office at 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 None. 2. ACTION CALENDAR 2.1. OCWD Memorandum of Understanding for Annexation Mr. Vecchiarelli reviewed the latest MOU with the Committee and reported that OCWD will discuss and consider the MOU on July 21, 2010 and if approved, will be brought to the YLWD Board for consideration at the August 12, 2010 meeting. Following discussion, the Committee recommended the YLWD Board of Directors approve the MOU. 2.2. MWDOC Client Agency Agreement Mr. Vecchiarelli requested this item be tabled as the District received correspondence indicating that the agreement, in its current state, will not be approved by the South County agencies at this time. This item was tabled and no action or recommendations were made by the Committee. 2.3. Orange County Council of Governments (OCCOG) Joint Powers Agreement Mr. Vecchiarelli reported that the Joint Powers Agreement included 30 other agencies as signatories for the purpose of creating a unified sub- regional organization with the goal of improving Orange County's ability to be represented in the Southern California region, the State of California, and the nation on issues and matters that affect Orange County. The Committee recommended the Board of Directors adopt Resolution No. 10- 19 and execute the Joint Powers Agreement. 1 2.4. Memorandum of Understanding with the County of Orange for the Utilization of AlertOC MWDOC's Emergency Services Manager WEROC Coordinator), Kelly Hubbard, presented this item to the Committee. The AlertOC system provides a mechanism for additional communication to residents during emergencies (Reverse 911). There is no cost to participate in the program through May 2012, at which time the District will be asked to, but is not obligated, to share the cost with the other participants. The final cost is unknown at this time as additional agencies continue to participate in the program. The Committee supported participation at this time and recommended the MOU be approved by the full Board. 3. DISCUSSION ITEMS 3.1. AWWA QualServe Program Mr. Vecchiarelli reported the QualServe program has begun with a series of coordination meetings among the staff. It is anticipated the results will be available in September 2010. 3.2. General Counsel's Monthly Summary Billing Report June 2010 The Committee reviewed the report and briefly discussed the costs related to the Hidden Hills Reservoir and the Freeway Complex Fire. 3.3. General Manager's Action Plan and Employment Contract (Verbal Report) Mr. Vecchiarelli stated his intent to bring an employment contract to the Board of Directors for their consideration at the August 12th Board Meeting. 3.4. Future Agenda Items and Staff Tasks None. 4. ADJOURNMENT 4.1. The Committee adjourned at 4:50 p.m. The next regular meeting of the Executive-Administrative-Organizational Committee will be held August 17, 2010 at 4:00 p.m. 2 ITEM NO. 9.2 AGENDA REPORT Meeting Date: July 22, 2010 Subject: Finance-Accounting Committee (Sum merfield/Collett) Alternate: Mills Minutes of meeting held July 12, 2010 at 4:00 p.m. Meeting scheduled August 9, 2010 at 4:00 p.m. ATTACHMENTS: Name: Description: Type: 071210 FA - Minutes.doc FA Mtg Minutes 07/12/10 Minutes MINUTES OF THE YORBA LINDA WATER DISTRICT FINANCE -ACCOUNTING COMMITTEE MEETING July 12, 2010 A meeting of the Finance-Accounting Committee was called to order by Director Summerfield at 4:00 p.m. The meeting was held at the District's Administrative Office at 1717 E Miraloma Ave, Placentia CA 92870. COMMITTEE STAFF Director John W. Summerfield, Chair Ken Vecchiarelli, General Manager Director Ric Collett Stephen Parker, Finance Director 1. PUBLIC COMMENTS None. 2. ACTION CALENDAR 2.1. May Budget to Actual Results Mr. Parker presented the May monthly financials and pointed out that the decrease in revenues as a result of increased conservation was offset by the decreased water production cost - both as a result of conservation, and presence of mind by staff to use as much import water as possible prior to last September's large rate increase. In addition, depreciation expense was higher as a result of the current years' projects that were closed through May hitting the books. Lastly, supplies and services were well below budget as a result of aggressive cuts made by staff. 2.2. Monthly Investment Report for May 2010 Mr. Parker presented the monthly investment report and highlighted that our portfolio yield was literally double the average portfolio yield for the first four months of the year as a result of moving to CaITRUST and placing a large portion of our investments in their Medium Term account. The number of days to maturity and average term of the portfolio increased dramatically as well, but Mr. Parker explained that we are still able to access the entire portfolio within a 30 day period. Therefore the District has the benefit of being a part of a pool which includes longer- termed investments, but without the limitation of being able to access that money quickly. 1 3. DISCUSSION ITEMS 3.1. Monthly Portfolio Reports for May 2010 Mr. Parker showed the final Wells Capital portfolio report. He indicated that because our investment in CalTRUST is invested in a pool rather than individual investments as was done with Wells Capital, we would no longer have a monthly portfolio report. The Committee was comfortable with this report dropping off from future meetings. 3.2. Future Agenda Items and Staff Tasks None. 4. ADJOURNMENT 4.1. The Committee adjourned at 4:17 p.m. The next regular meeting of the Finance-Accounting Committee will be held on August 9, 2010 at 4:00 p.m. 2 ITEM NO. 11.1 AGENDA REPORT Meeting Date: July 22, 2010 Subject: Meetings from July 23, 2010 - August 31, 2010 ATTACHMENTS: Name: Dosciiption: Type: BOD - Activity Calendar.pdf BOD Activity Calendar Backup Material Board of Directors Activity Calendar Event Date Time Attendance by: July 2010 Citizens Advisory Committee Meeting Mon, Jul 26 8:30AM MWDOC/OCWD Ad Hoc Committee Meeting Tue, Jul 27 4:OOPM Mills/Beverage Yorba Linda Planning Commission Wed, Jul 28 7:OOPM Hawkins August 2010 Public Information-Technology Committee Meeting Tue, Aug 3 4:OOPM Beverage/Hawkins Yorba Linda City Council Tue, Aug 3 6:30PM Mills MWDOC/MWD Workshop Wed, Aug 4 8:30AM Staff OCWD Board Wed, Aug 4 5:OOPM Staff Planning-Engineering-Operations Committee Meeting Thu, Aug 5 4:OOPM Mills/Summerfield WACO Fri, Aug 6 7:30AM Hawkins Finance-Accounting Committee Meeting Mon, Aug 9 4:OOPM Summerfield/Collett Personnel-Risk Management Committee Meeting Tue, Aug 10 4:OOPM Collett/Hawkins Yorba Linda Planning Commission Wed, Aug 11 7:OOPM Collett Board of Directors Regular Meeting Thu, Aug 12 8:30AM Exec-Admin-Organizational Committee Meeting Tue, Aug 17 4:OOPM Mills/Beverage Yorba Linda City Council Tue, Aug 17 6:30PM Summerfield MWDOC Board Wed, Aug 18 8:30AM Staff OCWD Board Wed, Aug 18 5:OOPM Staff Citizens Advisory Committee Meeting Mon, Aug 23 8:30AM Yorba Linda Planning Commission Wed, Aug 25 7:OOPM Hawkins Board of Directors Regular Meeting Thu, Aug 26 8:30AM 7/16/2010 8:05:15 AM ITEM NO. 12.1 AGENDA REPORT Meeting Date: July 22, 2010 Subject: ACWA Continuing Legal Education for Water Professionals Conference - September 30 - October 1, 2010 STAFF RECOMMENDATION: Authorize Directors and such staff members of the District as approved by the General Manager to attend the meeting. ATTACHMENTS: Name: Description: Type: ACWA Legal Conference Brochure.pdf Conference Brochure Backup Material Approved by the Board of Directors of the Yorba Linda Water District 7/22/2010 JS/MB 4-0 Director Collett was absent. CONTINUING LEGAL EDUCATION FOR WATER LAW PROFESSIONALS SEPTEMBER 30-OCTOBER 1, 2010 THE ARGONAUT HOTEL THURSDAY, SEPTEMBER 30, 2010 NOON - 1:45 P.M. LUNCHEON 4 - 5 P.M. 1 HR. GENERAL CREDIT 10:45 A.M. - 12:15 P.M. 1.5 HRS. GENERAL CREDIT 7:15 - 7:55 A. M. REGISTRATION, SIGN-IN AND 1.25 HRS. GENERAL CREDIT "COMPETITIVE BIDDING AND CONSTRUCTION TRAPS "THE CHANGING FACE OF WATER RIGHTS CONTINENTAL BREAKFAST "ARE CRIMINAL ENFORCEMENT ACTIONS AGAINST FOR WATER AGENCIES" REGULATION" 7:55 - 8 A.M. WELCOME AND INTRODUCTION POLITICIAL SUBDIVISIONS AND OTHER GOVERNMENTAL The panel will address concerns on the competitive This panel will focus on new or evolving regulatory ENTITITES ON THE RISE?" bidding and construction issues that await water regimes affecting water rights and use. Topics to 8 - 9:30 A.M. 1.5 1-IRS. GENERAL CREDIT This presentation will provide an overview of projects and provide information on how to avoid be addressed include TMDLs, regulating water "PROTECTION OF WATER: FEDERAL CIRCUIT'S governmental entity criminal liability under fed- these potential problems. Participants will be more diversions and regulating water quality through TAKINGS AND CONTRACT CASES" eral and state law as applicable to public water aware of the current issues in bidding and con- diversion restrictions, and the Department of Fish agencies, drawing on specific cases for illustrative struction phases for water projects. and Game's regulation of water diversions under The panelists will discuss the Federal Circuit court's examples. Understanding the nature and scope Lake and Streambed Alteration Agreements. decisions in the Casitas and Stockton East cases, of governmental entity criminal liability is essential 5:30 - 7 P.m. STROLLING RECEPTION AT where the court held that the federal govern- both for avoiding entity indictment and defending MARITIME MUSEUM (ADJ. TO HOTEL) 12:15 - 1:45 P.M. LUNCHEON ment was not entitled to reduce the water rights a criminal case. 1 HR. GENERAL CREDIT Reception is cosponsored by of California water districts without payment Byron Bethany Irrigation District and "Top 10 POINTERS ON CONDUCTING AN EFFECTIVE of compensation. Program attendees will be 1:45 - 2:45 P.M. 1 HR. GENERAL CREDIT Eastern Municipal Water District INVESTIGATION" educated on the remedies available to water dis- "SUMMARY of APPELLATE CASES" tricts' undertakings and contract principles, when This is a helpful introductory and refresher course the government reduces the district's water rights, This program unveils ACWA's 2009/10 summary of FRIDAY, OCTOBER 1, 2010 for those who conduct or oversee investigations. pursuant to the requirements of the Endangered important appellate decisions. The speakers will The presenters will answer ten common questions Species Act or other federal statutes. provide an overview and update on some of the 7:45 - 8 A.M. REGISTRATION AND CONTINENTAL BREAKFAST concerning administrative investigations such as: appellate cases of importance to ACWA and its S "Can I conduct video surveillance?"; "When does 9:30 - 10:30 AIv1. 1 HR. GENERAL CREDIT member agencies on water and other matters. - 9 A.M. 1 HR. Ill [ICS CREDIT a witness have a right to representation?"; and 112010 LEGISLATIVE YEAR IN REVIEW" "ETHICS AND THE SAVVY LAWYER" "What can I tell the people involved about the The speakers will provide an overview and 2:45 - 3:45 P.M. 1 HR. GENERAL CREDIT The speakers will present various scenarios to assist outcome of the investigation?" update on the bills that ACWA followed and "CATASTROPHIC WILDFIRES AND WATER AGENCIES: attendees in understanding the ethical dynamics advocated on during the course of the legislative LIABILITY FOR THE IMPOSSIBLE... AND THE INEVITABLE?" of operating in the legal profession for public enti- TOTAL HOURS (DAY 1 & 2): 13 [IRS. session. A wildfire in the Chino Hills area of Orange County ties. (OF WHICH 1 HR. IS ETHICS CREDIT) quickly spread into surrounding developed areas, 9. 10:30 A.M. 1.5 Has. GENERAL CREDIT 10:30 - 10:45 A.M. BREAK including residential and commercial areas served by the Yorba Linda Water District. The resulting "NORTH COAST INSTREAM FLOW POLICY: A MODEL 10:45 A.KC - NOON 1.25 HRS. GENERAL CREDIT "Freeway Complex Fire" ultimately consumed FORTH E REST OF CALIFORNIA?" " more than 30,000 acres. This presentation will STATE WALE AND HOUR LAWS DON'T APPLY To The panel will discuss the new paradigm that has WATER DISTRICTS... RIGHT?" first address the design and function of the water emerged for protecting instream resources, and system, then look at the performance of the water what it portends for future regulation of California's Daily overtime. Misclassifications. Meal and rest system and review the legal aftermath of the first pater resources. The panel will review the history, periods. For the lawyers who prosecute wage ever assertion of inverse condemnation liability process and implementation of the new policy, and hour class actions in California, business is against a water service provider in the context of and the uncertainties it poses. booming. In a 2009 case handled by this session's an urban conflagration. presenters, a California Court of Appeal held that state overtime and meal period requirements 3:45 - 4 P.M. BREAK 10:30 - 10:45 A.M. BREAK do not apply to the public sector. At the conclu- sion of this program, you'll be able to intelligently ROGRAM SUBJECT TO CHANGE WITHOUT NOTICE P advise your agency when it faces wage and hour a claims based on California law. FOR ':-1 iTED CLE WORKSHOP INFORMATION, PLEASE SEE: WWW.ACWA.COM REGISTRATION FORM Continuing Legal Education for Water Law Professionals The Argonaut Hotel • Sept. 30 - Oct. 1, 2010 Name: Title: Organization: Address: City: State: Zip: Phone:( ) Fax;( ) E-mail: YOUR WORKSIT0P REGISTRATION FEE I N C L U D ES: Continenta I brea kf asts, refreshme nt breaks, lunch on the day(s) that you are registered, and a reception on Thursday evening. A CD with all of the presentations is also included. SUBSTITUTION/REFUNDS: If you can't attend and would like to send a substitute, just contact us. If you need to cancel, refund requests may be made by phone, but must be confirmed in writing to the ACWA office by 4:30 p.m. (PST), September 10. A $50 handling fee will be charged on all registration refunds. No refunds will be granted after September 10. If you have a disability that may require accommodation to assure your full participation, please contact Ellie Meek of the ACWA staff at (916) 441-4545, or toll free at (888) 666-2292 to discuss your needs. PREREG ON SITE AMOUNT FULL 2-DAY REGISTRATION (io) Advantage $450 $480 Standard $675 $720 $ 1-DAY REGISTRATION ❑ Thursday, Sept. 30 (n) Advantage $270 $290 Standard $405 $435 $ ❑ Friday, Oct. 1 (12) Advantage $190 $200 Standard $285 $300 $ TOTAL (this registration only) $ M111=1 ❑ Enclosed is my check payable to ACWA ❑ Please charge my fee to my credit carder - ❑ MasterCard ❑ Visa Expiration Date: Charged Amount: $ Credit Card Number: Cardholder's Name (as seen on card) - please print clearly: Authorized Signature: Your registration form must be received by 4:30 p.m. (PST), September 10. After September 10, you will need to register Office Use Only on site. #CLIO Association of California Water Agencies (916) 325-2316 FAX ENT s e,9, (916) 441-4545 DATE I'(). Box LDS Sx mmenlu (A 956 1 2-2406 (888) 666-2292