HomeMy WebLinkAbout2014-05-12 - Executive-Administrative-Organizational Committee Meeting Agenda PacketYorba Linda
'"Water District
AGENDA
YORBA LINDA WATER DISTRICT
EXEC- ADMIN- ORGANIZATIONAL COMMITTEE MEETING
Monday, May 12, 2014, 4:00 PM
1717 E Miraloma Ave, Placentia CA 92870
1. CALL TO ORDER
2. ROLL CALL
COMMITTEE STAFF
Director Robert R. Kiley, Chair Steve Conklin, Acting General Manager
Director Ric Collett Damon Micalizzi, Public Information Officer
3. PUBLIC COMMENTS
Any individual wishing to address the committee is requested to identify themselves and state the matter on
which they wish to comment. If the matter is on this agenda, the committee Chair will recognize the individual for
their comment when the item is considered. No action will be taken on matters not listed on this agenda.
Comments are limited to matters of public interest and matters within the jurisdiction of the Water District.
Comments are limited to five minutes.
4. DISCUSSION ITEMS
This portion of the agenda is for matters such as technical presentations, drafts of proposed policies, or similar
items for which staff is seeking the advice and counsel of the Committee members. This portion of the agenda
may also include items for information only.
4.1. Status of Legislative Affairs (Verbal Report)
5. ACTION CALENDAR
This portion of the agenda is for items where staff presentations and committee discussions are needed prior to
formal committee action.
5.1. Candidate's Statements of Qualifications for November 4, 2014 General Election
Recommendation: That the Committee consider this matter and provide a
recommendation to the Board of Directors.
5.2. Request to Support Election of James R. Fisler or Richard Freschi as Alternate LAFCO
Commissioner
Recommendation: That the Committee consider this matter and provide a
recommendation to the Board of Directors.
5.3. Updates to the CSDA Bylaws
Recommendation: That the Committee consider the updates and provide a
recommendation to the Board of Directors.
5.4. Updates to the CASA Bylaws
Recommendation: That the Committee consider the updates and provide a
recommendation to the Board of Directors.
5.5. Establishment of Rules and Procedures for Oversight and Coordination of Special
Counsel Legal Services
Recommendation: That the Committee consider this matter and provide a
recommendation to the Board of Directors.
6. DISCUSSION ITEMS CONTINUED
6.1. Status of Cielo Vista and Esperanza Hills Development Projects (Verbal Report)
6.2. Presentation to Yorba Linda City Council Regarding Statewide Drought and Impact on
YLWD (Verbal Report)
6.3. Directors and General Manager Fees & Expenses Report for 3rd Qtr of FY 2013/14
6.4. Future Agenda Items and Staff Tasks
7. CLOSED SESSION
The Committee may hold a closed session on items related to personnel, labor relations and /or litigation. The
public is excused during these discussions.
7.1. Conference with Real Property Negotiators
Pursuant to Section 54956.8 of the California Government Code
Property: 4622 Plumosa Drive, Yorba Linda CA
Agency Negotiators: Steve Conklin
Negotiating Parties: To Be Determined
Under Negotiation: Price and Terms of Payment
7.2. Conference with Legal Counsel — Pending Litigation
Pursuant to Subdivision (a) of Section 54956.9 of the California Government Code
Name of Case: ACWA /JPIA, et al. vs. Insurance Company of the State of Pennsylvania,
et al. (OC Superior Court - Case No. 00486884)
7.3. Conference with Legal Counsel — Pending Litigation
Pursuant to Subdivision (a) of Section 54956.9 of the California Government Code
Name of Case: City of Yorba Linda vs. Josefina N. Sioson, et al. (OC Superior Court -
Case No. 00709123)
7.4. Conference with Legal Counsel — Pending Litigation
Pursuant to Subdivision (a) of Section 54956.9 of the California Government Code
Name of Case: City of Yorba Linda vs. Leonard P. Bigonger, et al. (OC Superior Court -
Case No. 00709131)
7.5. Conference with Legal Counsel - Anticipated Litigation
Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Section
54956.9 of the California Government Code
Related to line break at 1301 North Rose Drive, Placentia CA 92870.
Number of Potential Cases: One
7.6. Conference with Legal Counsel - Anticipated Litigation
Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Section
54956.9 of the California Government Code
Related to potential claim submitted on behalf of Charles Busch.
Number of Potential Cases: One
7.7. Conference with Legal Counsel - Anticipated Litigation
Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Section
54956.9 of the California Government Code
Related to written communications from potential plaintiffs threatening litigation.
Number of Potential Cases: One
7.8. Conference with Legal Counsel - Anticipated Litigation
Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Section
54956.9 of the California Government Code
Number of Potential Cases: One
8. ADJOURNMENT
8.1. The next Executive - Administrative - Organizational Committee meeting is scheduled to be
held Monday, June 9, 2014 at 4:00 p.m.
Items Distributed to the Committee Less Than 72 Hours Prior to the Meeting-
Pursuant to Government Code section 54957.5, non - exempt public records that relate to open session agenda items
and are distributed to a majority of the Committee less than seventy -two (72) hours prior to the meeting will be available
for public inspection in the lobby of the District's business office located at 1717 E. Miraloma Avenue, Placentia, CA
92870, during regular business hours. When practical, these public records will also be made available on the District's
internet website accessible at http: / /www.ylwd.com /.
Accommodations for the Disabled
Any person may make a request for a disability - related modification or accommodation needed for that person to be
able to participate in the public meeting by telephoning the Executive Secretary at 714 - 701 -3020, or writing to Yorba
Linda Water District, P.O. Box 309, Yorba Linda, CA 92885 -0309. Requests must specify the nature of the disability and
the type of accommodation requested. A telephone number or other contact information should be included so the
District staff may discuss appropriate arrangements. Persons requesting a disability - related accommodation should
make the request with adequate time before the meeting for the District to provide the requested accommodation.
Meeting Date;
To:
From:
Presented By
Prepared By:
Subject:
AGENDA REPORT
May 12, 2014
Executive- Administrative-
Organizational Committee
Steve Conklin, Acting General
Manager
Steve Conklin, Acting General
Manager
Annie Alexander, Executive
Secretary
Budgeted
ITEM NO. 5.1
No
Cost Estimate: TBD
Candidate's Statements of Qualifications for November 4, 2014 General
Election
STAFF RECOMMENDATION:
That the Committee consider this matter and provide a recommendation to the Board of Directors.
DISCUSSION:
Staff received the attached correspondence from the Orange County Registrar of Voters requesting
information relative to the Candidate's Statements for the 2014 General Election. In addition to
providing a map of YLWD's boundaries, the District needs to identify if it intends to limit candidate
statements to 200 or 400 words and if it will pay for a Candidate's Statement of Qualifications.
Historically, YLWD has limited candidate statements to 200 words and has not authorized payment
by the District. While the estimated cost of the 2014 election has been included in the draft FY
2014/15 budget, the costs involved with paying for candidate statements has not. Staff has
requested this information from the Registrar of Voters office which will be provided to the
Committee at the meeting.
ATTACHMENTS:
Name:
2014 General Election.odf
Description:
Backup Material
Type:
Backup Material
April 23, 2014
REGISTRAR OF VOTERS
1300 South Grand Avenue, Bldg. C
Santa Ana, California 92705
(714) 567 -7600
FAX (714) 567 -7627
www.ocvote.com
TO: Manager /Director
FM: Kay Cotton, Candidate & Voter Services Manager
NEAL KELLEY
Registrar of Voters
Mailing Address:
P.O. Box 11298
Santa Ana, California 92711
APR 2 4 2014
RE: Election Information for the November 4, 2014 General Election
Enclosed is a Transmittal of Election Information form to be completed and returned to
the Registrar of Voters' office by May 28, 2014.
On the Transmittal of Election Information form, please list the name(s) of Director(s)
whose term(s) expire and whose seat(s) will be scheduled for election on November 4,
2014. This would include any Director(s) appointed since your last election. Appointed
Directors must file for the two -year unexpired term if they were appointed to fill a vacancy
which would not have been scheduled for election until 2016.
We also need to know if your District will or will not pay for a Candidate's Statement of
Qualifications and if the District is authorizing 200 or 400 words to be used in that
statement.
Please send the completed
Transmittal
of Election
Information form to me
at 1300 South
Grand Avenue, Building C,
Santa Ana,
CA 92705
or email to
kay. cotton (cDrov.ocgov.com.
Pursuant to Elections Code § 10522, the District is required to submit a map showing the
current district boundary lines, with divisions (if any), regardless if changes have occurred.
We would prefer to receive the map in shape file format by email to Rebecca Getzen at
rebecca. getzen(a)rov.ocgov. com.
Candidate Filing for the November 4, 2014 General Election will be July 14, 2014 through
August 8, 2014, 5:00 p.m. The Candidate's Handbook will be on our website at the end
of May. We ask that you post this information to advise your members of these important
dates.
If you have
any
questions, please contact me at
kay. cotton
(a)rov.ocgov.com
or (714) 567 -7606.
Thanks for
your
assistance.
Enclosure
TRANSMITTAL OF ELECTION INFORMATION SPECIAL DISTRICT
(EC §10509, §10522)
DISTRICT BOUNDARIES:
Choose One:
❑ I will send to the Registrar of Voters an electronic shape file of District boundaries and
the boundaries of the Divisions of the District, if any, in which a Director is to be
elected at the November 4, 2014 General Election.
(Note: This is the Registrar of Voters' preferred method of transmittal.)
❑ Attached is a map showing the boundaries of this District and the boundaries of
the Divisions of the District, if any, in which a Director is to be elected at the
November 4, 2014 General Election.
Choose One:
Voters in the District will be voting: ❑ at -large ❑ by division
THE ELECTIVE OFFICES FOR WHICH AN ELECTION WILL BE HELD WITHIN THE SPECIAL
DISTRICT ON NOVEMBER 4, 2014 ARE:
Choose One:
Director(s) to be elected at -large
(# of directors)
OR
Director(s) to be elected in the following Divisions:
in Division
(# of directors) (# of division)
in Division
(# of directors) (# of division)
in Division
(# of directors) (# of division)
in Division
(# of directors) (# of division)
Please
list below the names of the Incumbents /Appointed
Incumbents for the above - mentioned positions:
(Name)
❑
Elected
❑
Appointed
(If appointed, the term ends
in 20_ )
(Name)
❑
Elected
❑
Appointed
(If appointed, the term ends
in 20—.)
(Name)
❑
Elected
❑
Appointed
(If appointed, the term ends
in 20_.)
(Name)
❑
Elected
❑
Appointed
(If appointed, the term ends
in 20_ )
The District authorizes the Candidate's Statement of Qualifications to contain no more than:
(Circle one) (200) or (400) words.
The District (will) (will not) pay for a Candidate's Statement of Qualifications.
Dated
(District Seal)
Phone #:
(Signature)
(Print Name)
Email:
Note: Please send the above information no later than May 28, 2014 to the Registrar of Voters' office, 1300 South
Grand Avenue, Building C, Santa Ana, CA 92705, Attn: Kay Cotton or email to kay. cotton Prov.ocgov.com. Send the
boundary map to Rebecca Getzen at 1300 South Grand Avenue, Building C, Santa Ana, CA 92705 or at
rebecca. getzen(o)rov. ocgov. com.
AGENDA REPORT
Meeting Date: May 12, 2014
ITEM NO. 5.2
To: Executive- Administrative-
Organizational Committee
From: Steve Conklin, Acting General
Manager
Dept: Board of Directors
Prepared By: Cindy Botts, Management
Analyst
Subject: Request to Support Election of James R. Fisler or Richard Freschi as Alternate
LAFCO Commissioner
SUMMARY:
The Mesa Water District and the Serrano Water District are each requesting that the Board consider
supporting them in electing James R. Fisler and Richard Freschi, respectively, as alternate
commissioner for the Local Agency Formation Commission ( LAFCO). There is only one seat
available for alternate commissioner.
STAFF RECOMMENDATION:
That the Committee consider this matter and provide a recommendation to the Board of Directors.
DISCUSSION:
The District has been asked to participate in the selection of the alternate special district
commissioner for LAFCO at the Independent Special Districts of Orange County (ISDOC) quarterly
meeting scheduled June 14, 2014.
The Mesa Water District and the Serrano Water District have both requested that the Board
consider supporting their respective candidate (James R. Fisler and Richard Freschi) to the single
available seat. Mr. Fisler is currently serving as the Alternative Commissioner.
Attached is correspondence received from both agencies including background information on both
candidates.
ATTACHMENTS:
Election Ballot.pdf
Fisler.pdf
Freschi.doc
Description:
Election Ballot
Fisler Background
Freschi Background
Type:
Backup Material
Backup Material
Backup Material
DECLARATION OF QUALIFICATION TO VOTE
Robert Kiley
Yorba Linda Water District
1717 E. Miraloma Avenue
Placentia, CA 92870 -6785
rkiley(a-)-ylwd.com
I, ,* hereby attest that
* *has been authorized by the Board of
to vote in the Orange County Special
District Selection Committee election.
The Board also designated
voting member.
Name and Title *:
Signature *:
Date:
*Must be signed by either Board President or Board Secretary
** Must be a member of the Board
** *Must be a member of the Board
* * *as the alternate
Completed forms must be received by LAFCO prior to 3 PM, Tuesday, June 13,
2014. Forms must be delivered to Orange County LAFCO by:
(1) Email at: cemery(@odafco.org, or
(2) Mail at: Orange County LAFCO
12 Civic Center Plaza, Room 235
Santa Ana, CA 92701
Attn: Carolyn Emery, or
(3) FAX at: (714) 834 -2643, Attn: Carolyn Emery
BALLOT
ALTERNATE SPECIAL DISTRICT MEMBER
Local Agency Formation Commission
Term of Office Expires 06/30/2014
Print Name of District
Certification of Voting Member
I, , hereby certify that I am:
Print Name Here
the presiding officer of the above named district.
a member of the Board of the above -named district designated to vote in the absence of
the presiding officer pursuant to G.C. §56332(a). I have submitted proof of this
designation to the Executive Officer of LAFCO.
Signature
Date
CANDIDATES FOR ALTERNATE SPECIAL DISTRICT MEMBER OF LAFCO:
(Check one ONLY.)
James Fisler, Mesa Water District
Richard Freschi, Serrano Water District
Abstain
AW
MesaWater
DISTRICT
Dedicated to
Satisfying our Community's
Water Needs
BOARD OF DIRECTORS
James R. Fisler
President
Division II
Shawn Dewane
Vice President
Division V
James F. Atkinson
Director
Division IV
Fred R. Bockmiller, Jr., P.E.
Director
Division I
Ethan Temianka
Director
Division III
Paul E. Shoenberger, P.E.
General Manager
Coleen L. Monteleone
District Secretary
Andrew N. Hamilton
District Treasurer
Bowie, Arneson,
Wiles & Giannone
Legal Counsel
1965 Placentia Avenue
Costa Mesa, CA 92627
tel 949.631.1200
`1 -, 949.574.1036
info @MesaWater.org
MesaWater.org
April 08, 2014
Mr. Steve Conklin
General Manager
Yorba Linda Water District
1717 E. Miraloma Avenue
Placentia, CA 92870 -6785
Dear Mr. Conklin,
The Mesa Water District (Mesa Water) Board of Directors and I are
proud to support our current Board President James R. Fisler for the
Orange County Local Agency Formation Commission ( LAFCO) special
district alternate seat. President Fisler currently serves as the Alternate
LAFCO Commissioner. On April 25, 2014, ballots and "Declaration of
Qualification to Vote Forms" will be emailed to all special district
presiding officers. Your agency will be asked to participate in selecting
the LAFCO Regular and Alternate Special District Members. Please join
us in supporting President Fisler in his re- election of Alternate LAFCO
Commissioner.
President Fisler strongly believes in the effectiveness of small local
government, most specifically special districts, as they are more
responsive to the public and very efficient due to the single focus. I am
confident that all special districts will benefit from President Fisler's
professional experience and political stewardship. For further reference
and additional information regarding President Fisler's professional and
governmental experience, enclosed is his Statement of Qualifications.
Serving on the LAFCO Board will allow President Fisler the continued
opportunity to work with other commissioners throughout the county on
legislative, fiscal, and operational issues that affect us all. We would
appreciate your endorsement of President Fisler as the Alternate
Special District Member.
Sincerely,
Paul E. Shoenberge ,.,r /�E.
General Manager
c: Board of Directors
ECEA VE
APR 14 2014
I°
Re -Elect James R. Fisler LAFCO Special Districts Alternate Member
James R. Fisler - President
Mesa Water District
James (Jim) R. Fisler was appointed to the Mesa Water District (Mesa
Water®) Board of Directors in August 2009, elected in 2010 and re-
elected in 2012, and is currently the Board President.
In addition to serving as President of Mesa Water District and being
LAFCO's incumbent Special District Alternate member, James Fisler
currently is serving on the ACWA Local Government Committee, Finance
Advisory Committee for the City of Costa Mesa, is a Board member of
the Costa Mesa Friends of the Libraries, and is a Board member of the
Costa Mesa Senior Center. Previously, James Fisler served as a Parks
and Recreation Commissioner for the City of Costa Mesa and as a
Planning Commissioner for the City of Costa Mesa and is a graduate of
the Costa Mesa Citizens Police Academy.
Since March 2010, President Fisler has also served as President of the Mesa Water District
Improvement Corporation, a California non - profit public benefit corporation formed to assist Mesa
Water in financing specific improvements to the District's water system. Previously for Mesa Water,
President Fisler served on the District's Engineering & Operations, Finance, Executive, IT Ad Hoc,
and Public Information Committees.
After attending LAFCO meetings for over a year as Mesa Water District's liaison to LAFCO, President
Fisler developed an interest in serving on the commission and was elected in 2011 to the Local
Agency Formation Commission of Orange County (OC LAFCO) as special district alternate.
Additionally he serves as Mesa Water District liaison to the Independent Special Districts of Orange
County (ISDOC).
James Fisler is committed to LAFCO's mission of fostering orderly development and governance,
promoting the efficient delivery of services, facilitating constructive changes in governmental structure
and boundaries, and serving as a resource for local governments and citizens and would be honored
to receive your vote and continue to serve as the Special District Alternate to OCLAFCO.
SERRANO WATER DISTRICT
18021 EAST LINCOLN STREET
VILLA PARK, CA 92861 -6446
714 -538 -0079
Directors
Robert F. Rickerl, President
C.L. "Larry" Pharris, Jr., Vice - President
Jerry L. Haight
Richard A.Freschi
Frank Brvant
April 10, 2014
Mr. Robert Kiley, President
Yorba Linda Water District
Dear Mr. Kiley:
Jerry Vilander, General Manager
Once again, it is time for another LAFCO election. The ballots will be mailed on April 25 and need to be
returned before June 10. This is an important position for ISDOC as LAFCO serves a significant role in several
aspects of our local governments.
There is an opening for alternate director and I do respect the current alternate. However, it is critical that we
have our very best representing us at the table, and I believe we can do better. I solicit your vote for the alternate
position. I have the desire, experience, skills, energy and the time to represent the Independent Special
Districts.
I am a native Californian, conservative Republican, and I serve on the board of Serrano Water District, a small
district in North County, in addition to being President of ISDOC. I am a widower, and I retired several years
ago. I have no hidden agenda or aspire to any higher office. Let's look at my experience:
BUSINESS
Founded and sold two diverse companies
Served as CEO of two companies. Took one "public"
Executive in Financial Planning five years prior to retiring at age 58
ELECTED
Villa Park City Councilman - twelve years. Two term Mayor
Board Member- Serrano Water District Six years.
President ISDOC- Independent Special Districts of Orange County -Two years
APPOINTED
Governors Appointment to California Regional Water Quality Control Board
Area Executive Board Orange County Emergency Management Council
Orange County Sanitation District- Director
Orange County Vector Control District - Trustee
Orange County Fire Authority - Alternate Director
NOTEWORTHY CIVIC ACCOMPLISHMENTS
Founded the official Villa Park Family Picnic
Reactivated the Villa Park Inland Yacht Parade after a 16 yr. hiatus
Founded the Villa Park Halloween Fest
Villa Park Clock Tower -co- founder
Villa Park Foundation - conceived and assisted implementation
COMMUNITY INVOLVEMENT
St. Joseph Hospital Leadership Council / Presidential Partners
Orange County Sheriff's Department Advisory Council
Marines' Memorial Association
Rotary International —Paul Harris Fellow
Former Board member Providence Speech and Hearing Center
Lifetime Member CHP 11 -99 Foundation
American Legion
B.P.O. Elks
The diversity of experiences I have had: starting and selling two different companies, dealing with Wall Street
and taking a company public, having the governor's appointment and serving on the Regional Water Quality
Control Board, being mayor of an Orange County city, plus the community involvements provide me an
extraordinarily unique combination of skills to represent your district.
My accomplishments demonstrate my energy level. Moreover, you have the last two years of ISDOC
governance to consider. We have revised the bylaws in accordance with LAFCO wishes. We have increased
transparency by sending announcements and minutes out for each meeting. We have had interesting and
provocative programs, from several elected individuals, college professors, newspaper columnists and a
publisher.
If elected, I will represent your District with reasonable intellect, vigor, and passion to do that which is correct,
proper, and fair. I will visit your District, learn your issues and be available to visit most anytime.
Thank you for reading this. I respectfully request you vote for me for the position of Alternate on the LAFCO
board when the ballots arrive at the end of April.
Sincerely,
Rich Freschi
Rich Freschi
Serrano Water District
ISDOC President
Elect Richard A. "Rich" Freschi
Alternate Member LAFCO
EXPERIENCE
BUSINESS
• Founded and sold two diverse companies
• Served as CEO of two companies. Took one "public"
• Executive in Financial Planning five years prior to retiring at age 58
ELECTED
• Villa Park City Councilman - twelve years. Two term Mayor
• Board Member - Serrano Water District six years
• President ISDOC - Independent Special Districts of Orange County - two years
APPOINTED
• Governors Appointment to California Regional Water Quality Control Board
• Area Executive Board Orange County Emergency Management Council
• Orange County Sanitation District - Director
• Orange County Vector Control District - Trustee
• Orange County Fire Authority - Alternate Director
NOTEWORTHY CIVIC ACCOMPLISHMENTS
• Founded the official Villa Park Family Picnic
• Reactivated the Villa Park Inland Yacht Parade after a 16 year hiatus
• Founded the Villa Park Halloween Fest
• Villa Park Clock Tower co- founder
• Villa Park Foundation conceived and assisted implementation
COMMUNITY INVOLVEMENT
• St. Joseph Hospital Leadership Council / Presidential Partners
• Orange County Sheriff's Department Advisory Council
• Marines' Memorial Association
• Rotary International —Paul Harris Fellow
• Former Board member Providence Speech and Hearing Center
• Lifetime Member CHP 11 -99 Foundation
• American Legion
• B.P.O. Elks
Meeting Date
To:
From:
Prepared By:
Subject:
SUMMARY:
AGENDA REPORT
May 12, 2014
Executive- Administrative-
Organizational Committee
Steve Conklin, Acting General
Manager
Cindy Botts, Management
Analyst
Updates to the CSDA Bylaws
Budgeted
Funding Source:
ITEM NO. 5.3
N/A
N/A
Reviewed by Legal: N/A
CEQA Compliance: N/A
The CSDA Board of Directors has approved several recommended updates to the CSDA Bylaws
which are now put before voting members for consideration.
STAFF RECOMMENDATION:
That the Committee consider the updates and provide a recommendation to the Board of Directors.
DISCUSSION:
Highlights to the recommended updates include:
• General Clean -up to reflect updates and organizational changes over the last 3 years.
• Clarifying language to the CSDA Board nomination and election process.
• Updates to various committee definitions and titles.
• CSDA affiliated chapter clarification.
The full proposed changes can be found online at www.csda.net /bylaws, and if approved, would go
into effect July 1, 2014.
The District may vote in favor or not in favor of the proposed updates. The completed ballot must be
returned by June 13, 2014.
ATTACHMENTS:
iVai
CSDA Bylaw Update Backup.pdf
Description:
CSDA Bylaw Backup
Type:
Backup Material
California Special
Districts Association
CSDA Districts Stronger Together
MEMORANDUM
DATE: April 25, 2014
TO: California Special Districts Association (CSDA) Voting Members
FROM: Noelle Mattock, CSDA Board President
Neil McCormick, CEO
SUBJECT: Proposed CSDA Bylaws Updates
The CSDA Board of Directors has approved the attached recommended updates to the CSDA
Bylaws to bring forward to CSDA voting members for consideration.
Highlights to the recommended updates include:
• General clean -up to reflect updates and organizational changes over the last 3 years
• Clarifying language to the CSDA Board nomination and election process
• Updates to various committee definitions and titles
• CSDA affiliated chapter clarification
The full proposed changes to CSDA's Bylaws are indicated in mark -up form for your review and can
be found online at www.csda.net/bylaws.
As a voting member in good standing, once your district has reviewed the proposed CSDA Bylaws
updates, please use the enclosed official ballot to cast your vote by mail in favor or not in favor of
the changes.
Completed ballots must be received by Friday, June 13. 2014 at 5:00 pm to be counted. Only
official and fully completed ballots returned via regular mail to the CSDA office will be counted. The
results of the Bylaws ballot will be announced in the CSDA e -News and on the CSDA website. If
approved by the membership, the updated Bylaws will take effect on July 1, 2014.
If you have any questions or require printed copies, please contact Charlotte Lowe, Executive
Assistant at charlotte) aa)csda.net or (916) 442 -7887.
Thank you for your participation and continued support of CSDA!
California Special Districts Association
11121 Street, Suite 200
A proud California Special Districts Alliance partner
Sacramento, CA 95814 Special District Risk Management Authority CSDA Finance Corporation
toll -free: 877.924.2732 11121 Street, Suite 300 11121 Street, Suite 200
t: 916.442.7887 Sacramento, CA 95814 Sacramento, CA 95814
f: 916.442.7889 tolk ee: 800.537.7790 toll -free: 8779242732
www.csda.net f1916.231 6111 E 916442.7889
:a:::
NUiblUIA
Shall the 2014 Proposed CSDA Bylaws
Amendments be Adopted?
❑ Yes
❑ No
CSDA Member District
Authorized Signature:
IUM or Board President)
View current CSDA Bylaws and proposed new bylaws at csda.neVbylaws
Must be received by June 13, 2014. CSDA, 11121 Street, Suite 200, Sacramento, CA 95814
(If you require a hard copy of either of the above listed bylaws or have questions, please call Charlotte Lowe,
CSDA Executive Assistant at (877) 924-CSDA.) If approved, bylaws will become effective July 1, 2014.
ITEM NO. 5.4
AGENDA REPORT
Meeting Date: May 12, 2014
To: Executive- Administrative-
Organizational Committee
From: Steve Conklin, Acting General
Manager
Prepared By: Cindy Botts, Management
Analyst
Subject: Updates to the CASA Bylaws
SUMMARY:
The California Association of Sanitation Agencies (CASA) Executive Board has approved several
recommended updates to the CASA Bylaws which are now put before voting members for
consideration.
STAFF RECOMMENDATION:
That the Committee consider the updates and provide a recommendation to the Board of Directors.
DISCUSSION:
Highlights to the recommended updates include:
• Membership: Clarification of voting, definition of quorum
• Board of Directors: Length of terms
• Officers: Designated officers, manner of election
• Committees: Types of committees authorized
Side -by -side comparisons of the existing and proposed changes are attached for your review.
CASA will also hold two webinars in early June to answer any questions regarding the proposed
changes.
The District may vote in favor or not in favor of the proposed updates. The completed ballot must be
returned by June 16, 2014.
ATTACHMENTS:
Name: Description: Type:
CASA Proposed Bylaws 2014 -1.pdf CASA Proposed Bylaws 2014 Backup Material
CASA Proposed Bylaws Backup 2014.0f CASA Proposed Bylaws Backup Backup Material
I P :GENE
i D APR 2 3 2014 Adopted by the Board of Directors March 10, 2014
Approved by the Membership , 2014
13Y:
BYLAWS
OF
CALIFORNIA ASSOCIATION OF SANITATION AGENCIES
(a California nonprofit mutual benefit corporation)
ARTICLE I.
General Provisions
Section 1. Name. The name of this corporation is CALIFORNIA ASSOCIATION OF
SANITATION AGENCIES (hereafter referred to in these bylaws as "CASA" or
"Association ").
Section 2. Principal Office. The principal office for the transaction of business of the
Association shall be located in California. The Board of Directors ( "Board ") shall have
the authority to set and change the precise location of the principal office so long as the
principal office remains in California. The Association may also have offices at such
other places within or without the State of California where it is qualified to do business,
as its activities may require, and as the Board may from time to time designate.
Section 3. Purposes and Limitations. The Association is a NONPROFIT MUTUAL
BENEFIT CORPORATION organized under California law. The Association is formed
for the purpose of engaging in any lawful act or activity for which a nonprofit mutual
benefit corporation may be organized under the law.
The specific purpose of this Association is to provide leadership, advocacy and
information to members, legislators, and the public, and to promote clean water and
beneficial reuse issues that protect public health and the environment.
ARTICLE II.
Members
Section 1. Voting Members. CASA is organized with members, but without capital
stock. Any local public agency or public organization authorized by California law to
engage in the collection, treatment, or disposal of wastewater or the recycling of water
therefrom, may become a full voting member of the Association upon signing and
approval of a membership application /agreement and payment of the required dues.
All persons admitted to voting membership in the Association shall have the rights
afforded members under the California Nonprofit Mutual Benefit Corporation Law,
including the right to vote on issues put before the membership. Each voting member
shall have one (1) vote on membership issues.
Each voting member shall designate in writing the individual who shall exercise the
voting rights and other privileges on behalf of the member and two alternates to that
individual as well. The designation shall be filed with the Secretary of the Association and
shall be maintained with the corporate records. Said designation may be changed by
written notice to the Secretary of the Association.
Section 2. Non - voting Associate Members. CASA may also admit associate
members who shall be non - voting members of the Association. Any person who isn't
qualified for voting membership but who has a bona fide interest in the welfare of the
Association and its mission and strategic goals may become an associate member upon
signing and approval of a membership application /agreement and payment of the
required dues. For purposes of these bylaws, "person" shall mean an individual, sole
proprietorship, limited or general partnership, limited liability company, corporation, or
any other business entity recognized by the state of California.
Associate members shall be non - voting members of the Association and shall not have
any of the voting rights or other rights afforded voting members under the California
Nonprofit Mutual Benefit Corporation Law.
Section 3. Non - voting Honorary Members. Any individual who meets the following
minimum criteria may, by majority vote of the Board, be granted an honorary life
membership in the Association:
1. He or she is no longer actively employed by or affiliated with a voting member of the
Association.
2. He or she has held leadership positions, such as officer, director, committee chair or
staff in the Association.
3. He or she has been an active participant in the Association for at least ten years.
4. He or she has made a significant individual contribution to the Association's mission
and goals.
Honorary life members are not required to pay fees, dues or assessments, nor shall they
be entitled to vote or hold office as a director or officer or be employed as staff. They
shall be entitled to notice of meetings and to attend meetings in an emeritus capacity at
their own expense so as to contribute their knowledge and experience for the good of the
Association.
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Section 4. Fees, Dues, and Assessments. The fees, dues, and assessments for all
members of the Association shall be set by the Board and approved by the voting
members.
Section 5. Good Standing. Those CASA members who have timely paid the required
fees, dues, and assessments, who conduct themselves in accordance with any code of
ethics established by the Association, and who are not in violation of any bylaw, rule, or
policy of the Association, shall be members in good standing.
Section 6. Termination of Membership. Membership shall terminate on the
occurrence of any of the following events:
(a) Resignation of a member upon notice to the Association;
(b) Failure of a member to pay any fees, dues, or assessments within the
period of time established by the Board after they become due and
payable;
(c) Expulsion pursuant to Sections 7 and 8 of this Article.
Section 7. Suspension or Expulsion from Membership. Any CASA member may be
suspended or expelled in accordance with this Article, based on the good faith
determination by the Board, or a committee authorized by the Board to make such a
determination, that the member has failed in a material and serious degree to comply
with the Association's Articles of Incorporation, bylaws, code of ethics if any, or any law
applicable to the Association and its members, or has engaged in conduct materially and
seriously prejudicial to the purposes and interests of the Association.
An entity whose membership is suspended shall not be a member in good standing
during the period of suspension.
Section 8. Procedure for Suspension or Expulsion. If grounds appear to exist for
suspension or expulsion of a member under this Article, the procedures set forth below
shall be followed:
(a) The member shall be provided at least 15 days prior notice of the
proposed suspension or expulsion and the reasons for the proposed
suspension or expulsion. Notice shall be given by any method reasonably
calculated to provide actual notice. Any notice given by mail shall be sent first
class or express mail to the member's last address as shown on the
Association's records.
(b) The member shall be given an opportunity to be heard, either orally or in
writing, at least five (5) days before the effective date of the proposed
suspension or expulsion. The hearing shall be held, or the written statement
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considered, by the Board or by a committee authorized by the Board to
determine whether the suspension or expulsion should take place.
(c) The Board or authorized committee shall decide whether or not the member
should be suspended, expelled or sanctioned in some other way. The
decision of the Board or committee shall be in writing and shall be final.
(d) Any action challenging an expulsion, suspension or termination of
membership, including any claim alleging defective notice, must be
commenced within one year after the effective date of the expulsion,
suspension or termination.
Section 9. Effect of Termination, Suspension or Expulsion. All rights and privileges
of a member of the Association shall cease upon termination, suspension or expulsion
from membership. If a suspended member also has a director /officer on the Board,
he /she will not be eligible to serve on the Board during the period of the member's
suspension. He /she may resume his /her director /officer duties if the suspension is lifted
and good standing is restored.
In the case of termination or expulsion, the member's membership in the Association
shall terminate on the effective date of the termination or expulsion. If the terminated or
expelled member had a director /officer on the Board, he /she shall no longer be eligible to
serve on the Board as of the effective date of the member's termination or expulsion.
However, termination, suspension or expulsion shall not relieve the member (or former
member) of any existing obligations to the Association (e.g. unpaid dues, fees, or
assessments, duties of loyalty and confidentiality relative to CASA if the member had a
director /officer on the Board, duty to return CASA property and documents, etc).
Section 10. No property Rights /No Withdrawal Value. Membership in the
Association does not constitute an ownership interest in any asset of the Association at
any time. If a member is terminated or expelled for any reason, the Association shall not
be liable for the payment of any amount whatsoever to the member. Each member is
received into membership on its express agreement to this provision.
Section 11. Transfer of Memberships. A membership or any right arising from
membership may not be transferred to another person without the prior written approval
of the Board.
Section 12. Limitations. No person shall hold more than one membership in the
Association.
Section 13. Liability of Members. Except as provided by law, no member is liable for
the Association's debts, liabilities, or obligations.
Section 14. Meetings of Members.
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(a) Place of Meetings. Meetings of the members shall be held in any place
designated by the Board. In the absence of any such designation,
members' meetings shall be held at the Association's principal office.
(b) Annual Meeting. An annual meeting of the members shall be held each
year at a time and location determined by the Board. At this meeting, any
proper business may be transacted, subject to any limitations in law or
these bylaws. Written notice of the annual members' meeting shall be
given to all members of the Association, and the Board, in accordance with
the procedures provided in subsections (d) and (e) below. Only voting
members of CASA as described in Section 1 above may vote at the CASA
annual membership meeting. Other interested persons may attend (but do
not vote), and may be excluded from some portions of the meeting in the
discretion of the Board President.
(c) Special Meetings of the Members. Other meetings of the members
( "special meetings ") may be called at any time by 1) the Board, (2) the
President of the Board, or (3) five percent of the voting members.
A special meeting of members shall be called by written request, specifying
the general nature of the business proposed to be transacted and
submitted to the President or the Secretary of the Association. The officer
receiving the request shall cause notice to be given promptly to the
members entitled to vote, in accordance with subsections (d) and (e)
below, stating that a meeting will be held at a specified time and date. If
the meeting is called by anyone other than the Board or President, the
meeting date shall be at least thirty -five (35), but not more than ninety (90)
days after receipt of the request. If the Board or President calls the
meeting, the meeting date may be any date for which appropriate notice is
given in accordance with subsections (d) and (e) below. If notice of a
requested special meeting is not given within twenty (20) days after receipt
of the request, the person or persons requesting the meeting may give the
notice.
(d) Notice Requirements for Members' Meetings. Written notice of any
membership meeting shall be given, in accordance with these bylaws, to
each voting member of the Association. Subject to any additional
requirements in law or these bylaws, the notice shall state the place, date
and time of the meeting, the means of electronic transmission by and to the
Association (Corporations Code Sections 20 and 21) or electronic video
screen communication, if any, by which members may participate in the
meeting, and the general nature of the business to be transacted, and no
other business may be transacted. The notice of any meeting at which
directors are to be elected shall include the names of all those who are
nominees at the time the notice is given to members.
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(e) Manner of Giving Notice for Meetings. Except as otherwise provided in
these bylaws or by law, notice of any meeting of members shall be sent not
less than 10 nor more than 90 days before the date of the meeting to each
member who, on the record date for notice of the meeting, is entitled to
vote; provided, however, that if notice is given by mail, and the notice is not
mailed by first -class or express mail service, then that notice shall be given
not less than 20 days before the meeting.
Notice of a members' meeting or any report shall be given personally, by
electronic transmission (Corporations Code sections 20 and 21), or by
regular, bulk, or express mail service, addressed to a member at the
address of the member appearing on the books of the Association or given
by the member to the Association for purpose of notice; or if no such
address appears or is given, at the place where the principal office of the
Association is located. An affidavit of giving of any notice or report in
accordance with the provisions section, executed by the Secretary, shall be
prima facie evidence of the giving of the notice or report.
Notice given by electronic transmission by the Association under this
subdivision shall be valid only if it complies with Corporations Code Section
20. Notwithstanding the foregoing, notice shall not be given by electronic
transmission by the Association after either of the following:
(1) The Association is unable to deliver two consecutive notices to the
member by that means.
(2) The inability to so deliver the notices to the member becomes
known to the Secretary or other person responsible for the giving of the
notice.
Section 15. Waiver of Notice or Consent. The transactions of any members' meeting,
however called or noticed and wherever held, shall be as valid as though taken at a
meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either
before or after the meeting, each member who is not present in person, signs a written
waiver of notice, a consent to holding of the meeting, or an approval of the minutes. The
waiver of notice, consent or approval need not specify either the business to be
transacted or the purpose of any meeting of members. All such waivers, and consents,
or approvals shall be filed with the corporate records or made a part of the minutes.
A member's attendance at a meeting shall also constitute a waiver of notice of and
presence at that meeting, unless the member objects at the beginning of the meeting to
the transaction of any business because the meeting was not lawfully called or
convened. Also, attendance at a meeting is not a waiver of any right to object to the
consideration of matters required to be included in the notice of the meeting, but not so
included, if that objection is expressly made at the meeting.
n
Section 16. Quorum. Thirty (30) of the voting members shall constitute a quorum for
the transaction of business at any meeting of members. Provided, however, that if any
meeting of members is actually attended by less than one -third of the voting power, the
only matters that may be voted on are those for which the general nature of the action
was specified on the notice of the meeting.
Section 17. Loss of Quorum. The members present at a duly called or held meeting at
which a quorum is present may continue to transact business until notwithstanding the
withdrawal of enough members to leave less than a quorum, if any action taken (other
than adjournment) is approved by at least a majority of the members required to
constitute a quorum (or by a greater number if required by law or by the articles of
incorporation or these bylaws). Any meeting may be adjourned by a majority of those
members in attendance, whether or not a quorum is present.
Section 18. Act of the Members. If a quorum is present, the affirmative vote of a
majority of the voting power represented at the meeting, entitled to vote and voting on
any matter, shall be the act of the members, unless the vote of a greater number is
required by law, or by the articles of incorporation or these bylaws.
Section 19. Eligibility to Vote /Number of Votes. Voting members entitled to vote at
any meeting of members or by ballot shall be all those voting members in good standing
as of the date the vote is taken. Each voting member shall be entitled to one vote at any
annual or special meeting of members.
Section 20. Proxies. Proxy voting is not allowed.
Section 21. Action of Members by Written Ballot Without a Meeting. Any action that
may be taken at any meeting of members may be taken without a meeting by complying
with the following procedure.
The President of CASA shall cause a ballot to be distributed to each voting member in
accordance with Section 14(e) of this Article.
Any written ballot pursuant to this section shall: 1) set forth the proposed action, 2)
provide an opportunity to specify approval or disapproval of any proposed action, and 3)
provide a reasonable time within which to return the ballot to the Association.
The cover letter or memo soliciting ballots shall indicate the number of responses
needed to meet the quorum requirement and, with respect to ballots other than for the
election of directors, shall state the percentage of approvals necessary to pass the
action submitted. The solicitation must specify the time by which the ballot must be
received by the Association in order to be counted.
Approval of an action by written ballot pursuant to this section shall be valid only when
the number of votes cast by ballot within the time period specified equals or exceeds the
quorum required to be present at a meeting authorizing the action, and the number of
approvals equals or exceeds the number of votes that would be required to approve at a
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meeting at which the total number of votes cast was the same as the number of votes
cast by ballot.
Directors may be elected by written ballot under this section. If directors are to be elected
by written ballot and the Board adopts a nomination procedure for the election process,
the procedure may provide for a date for the close of nominations prior to the printing
and distributing of the written ballots.
A written ballot may not be revoked. All written ballots shall be filed with the Secretary of
the Association and maintained in the corporate records for at least three years.
ARTICLE III.
Board of Directors
Section 1. Powers of Board of Directors. The Board, subject to restrictions of law, the
Articles of Incorporation, and these bylaws, shall exercise all powers of the Association.
Without limitation on its general power, except as specified herein, the Board may do the
following:
(a) Policies. Adopt policies, rules and procedures for the management and
operation of the Association.
(b) Administration. Employ or retain an individual or management firm to
administer the day -to -day activities of the Association. An individual
retained pursuant to this authority shall be known as the Executive Director.
The Executive Director, if any, cannot also be a member of the Board. The
Board may also employ, retain, or authorize the employment of such other
employees, independent contractors, agents, accountants, and legal
counsel as it from time to time deems necessary or advisable in the interest
of the Association, prescribe their duties and set their compensation.
(c) Bonds. Require officers, agents, and employees charged by the
Association with responsibility for the custody of any of its funds or
negotiable instruments to give adequate bond.
(d) Borrowing money. Borrow money and incur indebtedness on behalf of the
Association and cause to be executed and delivered for the Association's
purposes, in the Association name, promissory notes, bonds, debentures,
deeds of trust, mortgages, pledges, liens, and other evidences of debt and
securities.
(e) Gifts. Receive and accept gifts, devises, bequests, donations, annuities,
and endorsements of real and personal property, and use, hold and enjoy
the same, both as to principal and income, and to invest and re- invest the
same or any part thereof for the furtherance of any objects, interests or
purposes of this Association.
0
(f) Contributions. Make such contributions as the Board determines are
necessary and advisable in furtherance of the interests and purposes of
this Association.
(g) Fiscal Year. Fix and change the fiscal year of the Association.
(h) Contracts. Enter into contracts and agreements with individuals and with
public and private entities for the advancement of the purposes for which
the Association is organized.
(i) Property. Acquire, construct and possess real and personal property.
(j) Bank Accounts and Special Funds. Establish one or more bank accounts
and /or special funds in order to accomplish and further the purposes of the
Association.
(k) Committees. Appoint committees as provided in these bylaws.
(1) Lobbying /Political Activity. Lobby local, state, and federal agencies and
officials and engage in political activity on issues important to the members
of CASA.
(m) Political Action Committees. Establish and administer state and federal
political action committees in order to accomplish and further the purposes
of CASA.
(n) Litigation. Initiate or participate in litigation as a party or via amicus brief if
such action is deemed in the best interests of the corporation.
(o) Other. Do and perform all acts and exercise all powers incidental to, or in
connection with, or deemed reasonably necessary for the proper
implementation of the purposes of the Association.
Section 2. Number /Qualifications. The Board shall consist of 13 directors as follows:
Twelve (12) directors elected by and from among the voting members; and
One (1) director appointed by the President from among the non - voting associate
members.
Every director must be interested in and committed to the mission and purposes of
CASA.
Section 3. Election of Directors. The twelve elected directors shall be elected at the
annual meeting of the membership, or by written ballot in accordance with these bylaws.
The one appointed director shall be appointed by the President at the annual meeting of
E
the Board. The Board may adopt additional procedures relative to the nomination and
election process.
Section 4. Terms of Office. The term of office for all elected directors shall be three (3)
years and all elected directors shall serve until expiration of the term for which elected
and until a successor has been elected and qualified. The term of office for the
appointed director shall be one (1) year and he /she shall serve until expiration of the
term for which appointed and until a successor has been appointed and qualified. There
shall be no limit on the number of terms a director may serve if he or she remains
qualified and elected or appointed. The terms of the elected directors may be staggered
using any reasonable method.
Section 5. Reduction of Number of Directors. No change of the authorized number of
directors shall have the effect of removing any director before that director's term of
office expires.
Section 6. Resignations /Removals. Any director may resign by giving written notice to
the President or the Secretary. The resignation shall be effective when the notice is
given unless it specifies a later time for the resignation to become effective.
Any elected director may be removed from the Board by a majority vote of the members
at any properly called and noticed membership meeting where a quorum is present or by
written ballot pursuant to Section 21 of Article II above. The appointed director may be
removed from the Board by a majority vote of the other Board members at any properly
called and noticed Board meeting where a quorum is present.
Section 7. Vacancies. A vacancy or vacancies on the Board shall exist on the
occurrence of the following: (a) the death or resignation of any director, (b) the
declaration by resolution of the Board of a vacancy in the office of a director who has
been declared of unsound mind by an order of court or convicted of a felony, (c) the vote
of the members or the Board, as applicable, to remove any director(s), (d) the increase
of the authorized number of directors, or (e) the failure of the members, at any meeting of
members at which any director or directors are to be elected, to elect the number of
directors required to be elected at that meeting or the failure of the Board to appoint any
director they are authorized to appoint.
Section 8. Filling Vacancies. Vacancies on the Board may be filled by a majority vote
of the remaining directors on the Board at any properly called and noticed Board meeting
where a quorum is present. The members may fill any vacancy or vacancies not filled by
the Board. Any individual filling a vacancy pursuant to this section shall meet the criteria
for election to that seat. An individual appointed to fill a vacancy shall serve until the end
of the term of the director whose vacancy he or she is filling.
Section 9. Annual and Special Board Meetings. An annual meeting of the Board shall
be held in conjunction with the annual membership meeting. Other meetings ( "special
meetings ") of the Board may be held from time to time on the call of the President, the
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Board, or any two directors. The time and purpose for any special meeting shall be set
by the person(s) calling such meeting.
Section 10. Notice of Board Meetings. Notice of meetings of the Board, specifying the
time and place of the meeting, shall be given to each director at least seven (7) days
before the meeting if sent by first -class mail or express mail service, or forty -eight (48)
hours before the meeting if personally delivered or delivered by telephone (including a
voice messaging system), or by electronic transmission by the Association (Corporations
Code Section 20).
Notice shall be deemed delivered when deposited in the U.S. mail or with an express
mail service, or when received if delivered personally or by telephone, or on its
confirmation of delivery if by electronic transmission. A notice, or waiver of notice, need
not specify the purpose of any meeting of the board.
Section 11. Place and Time of Meetings. Meetings of the Board shall be held at
whatever place and time is designated from time to time by the Board or persons calling
the meeting and, in the absence of any designation, shall be held at the principal office of
the Association.
Section 12. Board meetings by Telephone or Video Conference or bV Electronic
Transmission.
Directors may participate in a meeting of the Board through use of conference telephone,
electronic video screen communication, or electronic transmission by and to the
Association (Corporation Code Sections 20 and 21).
Participation in a meeting through use of conference telephone or electronic video
screen communication constitutes presence in person at that meeting as long as all
directors participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic transmission by and to the
Association, other than conference telephone and electronic video screen
communication, constitutes presence in person at that meeting if both of the following
apply:
(a) Each director participating in the meeting can communicate with all of the other
directors concurrently.
(b) Each director is provided the means of participating in all matters before the
Board, including, without limitation, the capacity to propose, or to interpose an objection
to, a specific action to be taken by the Association.
Section 13. Waiver of Notice and Consent to Meetings. Notice of a meeting need not
be given to any director who, either before or after the meeting, signs a waiver of notice,
a written consent to the holding of the meeting, or an approval of the minutes of the
meeting. The waiver of notice or consent need not specify the purpose of the meeting.
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All such waivers, consents, and approvals shall be filed with the corporate records or
made a part of the minutes of the meetings. Notice of a meeting need not be given to
any director who attends the meeting and does not protest, before or at the
commencement of the meeting, the lack of notice to him or her.
Section 14. Quorum. A majority of the authorized number of directors shall constitute a
quorum of the Board for the transaction of business.
Section 15. Act of the Board. Unless otherwise restricted by law or these bylaws,
every act or decision done or made by a majority of directors present at a meeting duly
held at which a quorum is present shall be regarded as an act of the Board. A meeting
at which a quorum is initially present may continue to transact business, despite the
withdrawal of a director(s), if any action taken or decision made is approved by at least a
majority of the required quorum for that meeting.
Section 16. Adjournment. A majority of the directors present, whether or not a quorum,
may adjourn any meeting to another time and place. If the meeting is adjourned for more
than 24 hours, notice of the adjournment to another time or place must be given prior to
the time of the adjourned meeting to the directors who were not present at the time of the
adjournment. Any business that might have been transacted at a meeting as originally
noticed may be transacted at an adjourned and rescheduled meeting.
Section 17. Closed Meetings. Any meeting of the Board may be closed by the
President so that only directors and individuals deemed necessary by the President are
present. Members of the Association who are not directors may attend any Board
meeting unless excluded by the President as described in this Section.
Section 18. Board Action Without Meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting, if all directors on the board
individually or collectively consent in writing to that action. An action by written consent
shall have the same force and effect as a unanimous vote of the directors.
Section 19. Compensation of Directors /Officers. Directors and officers shall not
receive compensation from CASA for their services as directors /officers.
Directors /officers may, at the discretion of the Board, receive reimbursement for travel
and other actual expenses related to activities on behalf of the Association if authorized
by the Board or a committee having such authority.
Section 20. Voting Power. For all purposes, the voting power of each voting director
shall be one vote.
Section 21. Property Rights. No director shall have any property rights in any assets
of the Association.
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ARTICLE IV.
Officers
Section 9. Officers of the Association. The elected officers of the Association shall be
a President, a Vice - President, and a Secretary/Treasurer. All officers must be directors.
The Executive Director shall be an officer of the corporation, but not an elected officer.
Section 2. Election of Officers. The elected officers of the Association shall be
elected by the Board from among its directors at the annual Board meeting.
Section 3. Terms of Office; Term Limits. Elected officers shall serve at the pleasure
of the Board for one (1) year terms. There is no limit on the number of terms an officer
may serve if she is a director and continues to be qualified and elected by the Board.
Section 4. Removal of Officers. Any elected officer may be removed at any time, with
or without cause, by a majority vote of the Board at any properly called and noticed
meeting where a quorum is present.
Section 5. Resignation of Officers. An officer may resign at any time by giving written
notice to the President or Secretary of CASA. The resignation shall take effect as of the
date the notice is received or at any later time specified in the notice and, unless
otherwise specified in the notice, the resignation need not be accepted to be effective.
Section 6. Vacancies in Office. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled by a majority vote of the
directors present at any annual or special meeting of the Board where a quorum is
present. The individual filling a vacant officer position shall serve until the end of the
term of the officer whose vacancy he or she is filling.
Section 7. Responsibilities of Officers.
(a) President. The President of the Board shall preside at meetings of the
Board and shall exercise and perform such other powers and duties as the Board may
assign from time to time.
(b) Vice- President. In the absence or disability of the President, the Vice -
President shall perform all of the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions on the President. In case of death
or resignation of the President, the Vice - President shall assume the office of President
and fulfill the remainder of that term of office. The Vice - President shall have such other
powers and perform such other duties as the Board or the bylaws may prescribe.
(c) Secretary/Treasurer.
The Secretary/Treasurer shall keep or cause to be kept a book of minutes
at the principal office, or at such other place as the Board may order, of all meetings of
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the Board. The Secretary/Treasurer shall give, or cause to be given, notice of all
conferences and meetings of the Members and Board for which the bylaws require
notice, and shall have such other powers and perform such other duties as the Board or
the bylaws prescribe.
The Secretary/Treasurer shall keep and maintain the following records on behalf of the
corporation:
• Copies of the Articles of Incorporation and Bylaws.
• Accounting books.
• Minutes of board and membership meetings.
• Membership lists.
• Any records related to special meetings.
• Tax records.
The Secretary/Treasurer shall cause to be prepared and distributed the following reports
on behalf of the corporation:
Annual Report: An annual report, audited by a Certified Public Accountant
selected by the Board, must be prepared within 120 days of the close of the
corporation's fiscal year. This must include: a balance sheet for the end of the
fiscal year; an income statement and statement of changes in financial position for
the fiscal year; a statement of where the records of current members' names and
addresses are located and; a statement of transactions involving self - dealing,
indemnifications or advances between the corporation and any director, officer or
holder of more than 10 percent of voting power.
The report must be made available to any member on request, and members
must be notified of the availability of the report annually.
Secretary of State Filing: A biennial form must be filed with the Secretary of State
that gives the name and address of the officers and an agent for service of
process.
• IRS tax return: A federal tax return must be prepared and filed by November 15 of
each year.
(d) Executive Director. The Executive Director serves at the pleasure of the
Board and may not be an individual who is serving on the Board. The Executive Director
shall be the chief executive officer and general manager of CASA and shall supervise,
direct, and control the Association's day -to -day activities, affairs, and administration. The
Executive Director shall keep the Board apprised of significant matters relating to the
operation of the Association, its activities, employees, contractors, and financial
condition. The Executive Director shall have such other powers and duties as the Board
or the Bylaws may prescribe.
14
ARTICLE V.
Committees
Section 1. Committees of the Board. The Board may create one or more
"committees of the Board ", each consisting of two or more directors and no persons who
are not directors, to serve at the pleasure of the Board. Appointments to committees of
the Board shall be made by the President. Any such committee, to the extent provided
in the Board resolution creating the committee, shall have all the authority of the Board,
except that no committee, regardless of Board resolution, may:
(a) Fill vacancies on the Board or on any committee that has the authority of
the Board;
(b) Fix compensation of the directors for serving on the Board or on any
committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board that by its express terms is not
so amendable or repealable;
(e) Create any other committees of the Board or appoint the members of
committees of the Board; or
(f) Approve any contract or transaction to which the Association is a party and
in which one or more of its directors has a material financial interest, except as allowed
by the California Corporations Code.
Section 2. Notice Requirements for Committees of the Board. Written notice for
meetings of committees of the Board shall be given in accordance with Article III of these
bylaws. Provided, however, that this notice may be waived in writing, or by the
committee member's actual attendance at the meeting.
Section 3. Quorum for Committees of the Board. A majority of the voting members
of any committee of the Board shall constitute a quorum, and the acts of a majority of the
voting members present at a meeting at which a quorum is present shall constitute the
act or recommendation of the committee.
Section 4. Advisory Committees. The Board may also establish advisory
committees composed of any number of directors and /or non - directors who shall be
appointed by the President. Advisory committees shall provide advice and
recommendations to the Board but shall not have the authority of the Board or any final
decision making authority.
Section 5. Meetings by Telephone or Video Conference or by Electronic
Transmission. Any meeting of a committee may be held by telephone or video
15
conference or by electronic transmission in the same manner provided for in Article III of
these bylaws.
ARTICLE VI.
Liability, Indemnification, and Insurance stop
Section 1. Liability. Subject to any limitations contained in the California Corporations
Code, there is no monetary liability on the part of, and no cause of action for damages
shall arise against, any volunteer director or officer of the Association based on any
alleged failure to discharge the person's duties as a volunteer director or officer if the
duties are performed in accordance with the standards of conduct provided for in the
California Corporations Code.
Section 2. Indemnification.
(a) Indemnification. To the fullest extent permitted by law, this Association
shall indemnify its directors, officers, employees, and other persons
described in Section 7237(a) of the California Corporations Code, including
persons formerly occupying any such positions, against all expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred by them in connection with any "proceeding," as that term is used
in that Section, and including an action by or in the right of the Association,
by reason of the fact that the person is or was a person described in that
Section. "Expenses," as used in this bylaw, shall have the same meaning
as in Section 7237 of the California Corporations Code.
(b) Approval of Indemnity. On written request to the Board by any person
seeking indemnification under Section 7237(b) or Section 7237(c) of the
California Corporations Code, the Board shall promptly determine under
Section 7237(e) of the California Corporations Code whether the applicable
standard of conduct set forth in Section 7237(b) or Section 7237(c) has
been met and, if so, the Board shall authorize indemnification. If the Board
cannot authorize indemnification because the number of directors who are
parties to the proceeding with respect to which indemnification is sought
prevents the formation of a quorum of directors who are not parties to that
proceeding, the Board shall promptly call a meeting of members. At that
meeting, the members shall determine under Section 7237(e) whether the
applicable standard of conduct set forth in Section 7237(b) or Section
7237(c) has been met and, if so, the members present at the meeting shall
authorize the indemnification.
Section 3. Insurance. The Board shall adopt a resolution authorizing the purchase and
maintenance of an insurance policy or policies or bond on behalf of its directors, officers
or employees against any liabilities, other than for violating provisions against self -
dealing, incurred by the director, officer or employee in such capacity or arising out of
their status as such.
16
ARTICLE VII.
Miscellaneous
Section 1. Inspection of Records. The members and directors of the Association shall
have the right to inspect the records of the Association to the extent and under the
circumstances provided by the California Nonprofit Mutual Benefit Corporation Law.
Section 2. Fiscal Year. Unless changed by the Board, the fiscal year of the Association
shall begin on July 1 and end on June 30.
Section 3. Conflicts of Interest. Board members and committee members must
actively seek to avoid situations and activities that create an actual or potential conflict
between the individual's personal interests and the interests of the Association. If a
Board member or committee member believes that a conflict exists relative to a
particular issue being considered by the Board or any committee, he or she shall
disclose the conflict to the Board or committee, as appropriate, and abstain from
discussion or voting on the issue.
For purposes of this section and these bylaws, a "conflict of interest" means a situation in
which a Board or committee member is part of a discussion or decision by the Board or a
committee which has the potential to financially benefit that Board or committee member
or a member of that Board or committee member's immediate family. "Immediate family"
means, spouse or same - sex /domestic partner, children, parents, siblings, parents -in -law,
or siblings -in -law.
Both the fact and the appearance of a conflict of interest should be avoided. Board
members or committee members who are unsure as to whether a certain transaction,
activity, or relationship constitutes a conflict of interest should discuss it with the
President, who will determine whether disclosure to the Board or the assistance of legal
counsel is required.
Section 4. Intellectual Property. All intellectual property prepared or purchased by or
on behalf of the Association, including but not limited to the CASA name, educational,
promotional, and training materials, newsletters, contracts, logos, service marks,
membership lists, contributor lists, and research results, shall be the exclusive property
of the Association and directors, members, and contractors /employees agree to deal
with it as such. Directors, members and contractors /employees agree that they will not
sell, transfer, publish, modify, distribute, or use for their own purposes, the intellectual
property belonging to the Association without prior approval of the Board memorialized in
a writing signed by the President.
Section 5. Required Disclosures and Reporting. CASA shall comply with the
disclosure and reporting requirements of federal and state agencies to which it is subject.
17
ARTICLE VIII.
Amendments
Section 1. Amendment to Bylaws. These bylaws may be initially adopted, amended,
or repealed and new bylaws adopted, by a majority vote of the Board at any properly
called and noticed meeting where a quorum is present.
However, approval of the members is also required for any amendment or for new
bylaws after the initial adoption that would:
(a) Materially and adversely affect the members' rights as to voting or
dissolution;
(b) Effect an exchange, reclassification, or cancellation of all or part of the
memberships;
(c) Authorize a new class of membership;
(d) Change the number of authorized directors;
(e) Change from a fixed number of directors to a variable number of directors,
or vice versa;
(f) Increase or extend the terms of directors;
(g) Allow any director to hold office by designation or selection rather than by
election by the members;
(h) Increase the quorum for members' meetings; or
(i) Repeal, restrict, create, expand, or otherwise change proxy rights.
All proposed bylaw amendments or new bylaws must be sent to all directors and /or
members eligible to vote on such amendments or new bylaws at least ten (10) days prior
to the meeting at which the amendments or new bylaws will be discussed and voted on.
ARTICLE IX.
Dissolution
Section 1. Voluntary Dissolution. The Association may be voluntarily dissolved at any
time by a majority vote of the voting members at any properly called meeting where a
quorum is present. If the voting members approve the dissolution, the Board shall
promptly cease operations and proceed to wind up and dissolve the Association.
ffij
Section 2. Remaining Assets. Upon the dissolution of the Association, all debts
thereof shall be paid and its affairs settled, and all remaining assets shall be distributed
as determined at the time of dissolution by the CASA Board in its sole discretion, so long
as the distribution is not inconsistent with law.
19
CERTIFICATE OF SECRETARY
OF
CALIFORNIA ASSOCIATION OF SANITATION AGENCIES
I certify that I am the duly elected and acting Secretary of the CALIFORNIA
ASSOCIATION OF SANITATION AGENCIES, a California Nonprofit Mutual Benefit
Corporation; that the above Bylaws, consisting of 20 typewritten pages including this
page, are the Bylaws of this Association as adopted by the Board of Directors on March
10, 2014, and approved by the voting members on
and that these Bylaws have not been amended since that date.
Executed on the day of
California.
W
Secretary
2014;
2014, at
Executive Board
CALIFORNIA ASSOCIATION of SANITATION AGENCIES
President
STEPHEN A. HOGG
City of Fresno
1 at Vice President
DAVID R. WILLIAMS
East Bay Municipal Utility District
2nd Vice President
KEVIN M. HARDY
Encina Wastewater Authority
Secretary- Treasurer
TOM SELFRIDGE
Truckee Sanitary District
TIMOTHY P. BECKER
Oro Loma Sanitary District
DAVE BACHTEL
Lee & Bo
PAUL BUSHEE
Laudable Wastewater District
WILLIAM C. LONG
Nevado Sanitary District
JEFF M. MOORHOUSE
Carpinteria Sanitary District
1225 8" Street, Suite 595• Sacramento, CA 95814 • TEL: (916) 446 -0388 —• www.casaweb.org
April 21, 2014
TO: Steve Conklin, GM
Yorba Linda Water District
1717 E. Miraloma Avenue
Placentia, CA 92870
rAPR
1.
FROM: ROBERTA LARSON, EXECUTIVE DIRECTOR
RE: VOTE NEEDED ON PROPOSED NEW BYLAWS —MAIL
BALLOTS DUE BY JUNE 163 2014
Over the past two years, CASA has made a number of organizational
changes to implement the Association's Strategic Plan. As part of this
effort, the Executive Board identified the need to modernize and update
the bylaws to ensure CASA is compliant with applicable California law.
The bylaws have been revised in accordance with the advice of general
counsel, Jill S. England, and the Executive Board has approved the new
bylaws. Now we need the members' approval for the new bylaws to
become effective.
MARGIE L. RICE
Midway City Sanitary District If adopted, the enclosed new bylaws will replace the existing bylaws in
E.J. SHALABY their entirety. The proposed bylaws address the following key areas:
West County Wastewater District • Membership: Clarification of voting, definition of quorum
• Board of Directors: Length of terms
ROBERTA L. LARSON • Officers: Designated officers, manner of election
Executive Director • Committees: Types of committees authorized
MICHAEL F. DILLON
State Lobbyist The most significant changes are described in the following pages of this
GREG KESTER memorandum. In addition, the enclosed side -by -side comparison of the
Bi °solids Program Manager proposed bylaws with the existing bylaws may assist you in your review.
ERIC SAPIRSTEIN
Federal Legislative Advocate CASA will also hold two webinars in early June for members interested in
learning more about the proposed bylaws and to answer any questions
members may have. Additional information regarding the schedule and
logistics for the webinars will be provided soon.
Historically, CASA has approved revisions to the bylaws during the
business meeting portion of the conference. We are using a mail ballot
for this election in order to have the new bylaws in place prior to the
annual conference in August. Each member agency has one vote. The
ballot is being sent out two months ahead of the voting deadline to allow
consideration of the bylaws by the agency governing boards, as
appropriate.
Vote Needed
April 21, 2014
page 2
Enclosed is an "Official Ballot" for the purpose of voting on this important matter. The
existing bylaws govern this process until the new bylaws are effective. Based on the
quorum requirement for membership actions, we need to receive ballots back from at
least a majority of the voting members (at least 56 ballots must be returned), and of
those voting, at least a majority must approve the new proposed bylaws.
Please complete the enclosed ballot and return it by the deadline. Your vote on this
matter is very important. When ballots are received, they will be placed, unopened,
in a designated location. Once the deadline to vote has passed, I will personally
open and count the ballots in the presence of two witnesses and report the results to
the membership.
We must receive your completed signed ballot at the CASA office (1225 8th Street,
Suite 595 Sacramento, CA 95814) no later than June 16, 2014, in order for it to be
counted. A postmark date will not suffice — a completed /signed ballot must be
received by that date.
Thank you
in advance
for your participation in
this important
vote. Please don't
hesitate to
contact me
if you have questions.
Email: blarson
@casaweb.org
Ensuring Clean Water for California
Proposed New CASA Bylaws
Why New Bylaws?
CASA's existing bylaws have served the organization well. The bylaws have not undergone
a comprehensive review and revisions for many years, and in the assessment of the Board
and Executive Director, no longer meet the Association's needs. The objective of the new
bylaws is to be (1) legally compliant; (2) address the core governance of the association; and
(3) allow flexibility to operate and adapt to changing priorities (for example, with regard to
committee structure.)
In November CASA retained Jill S. England to serve as General Counsel and to prepare
revised bylaws. Counsel's assessment was that the Association's existing bylaws are
deficient and require significant redrafting. The proposed bylaws reflect the recommended
bylaws for a section 501(c)(6) mutual benefit corporation and meet both state and federal law
requirements.
What are the Key Provisions?
Article II: Members
• Section 1: Each member agency must designate in writing the individual (and alternate)
who will have exclusive voting rights for the agency. (Page 2.)
• Sections 6 -8: Sets forth the process for suspending or expelling a member. (Pages 3 -4.)
• Section 13: Member meetings. State law requires that official notices of member
business meetings and ballots (for voting outside a meeting) be provided by U.S. mail
unless the members have signed a consent form. Thus, if CASA wants to rely on email
notices for member meetings, we must have consent forms on file. (Pages 5 -6.)
• Section 15: Membership Quorum. A quorum is defined as 30 members. (Page 7.)
• Budget: The proposed bylaws delete the requirement that the annual budget be approved
by the membership. The budget is a planning document related to the sound
management of the Association, and will be approved by the Board.
Article 111: Board of Directors
• Changes the nomenclature from Executive Board to Board of Directors.
• Section 4: Terms of Office. Provides for three year terms of office for elected Directors.
The President will continue to appoint the Associates' Director.
• Section 10: Board meetings. As noted above for member meetings, State law requires
that official notices of Board meetings be provided by U.S. mail unless the Directors have
signed a consent form. (Page 11.)
• Section 19: Prohibits compensation of Directors and elected Officers by CASA. Directors
and elected officers must be volunteers (not paid) in order to qualify for the liability
protection offered by section 7231.5 of the California Corporations Code. (Page 13.)
Article IV: Officers
Sections 2 -4: Election /Removal of Elected Officers. The revised bylaws call for the Board
to elect officers from among its members to serve one year terms, and specifies that
officers serve at the pleasure of the Board. This is the structure the statute contemplates
and it would allow the Board to deal with the (unlikely but not impossible) situation of a
non - performing or disruptive officer. (Page 13.)
Section 7: Responsibilities of Officers: The proposed bylaws specify three officer
positions: President, Vice President and Secretary/Treasurer. (Page 14.)
Past Presidents: Past Presidents with time remaining in their terms of office would serve
out their terms. If a president were in the third year of a three year term, it is possible that
he or she would leave the Board following the one year term as President.
Article V: Committees
This section has been significantly streamlined. The bylaws simply authorize the Board to
establish either committees of the Board or advisory committees and the committees are not
enumerated in the bylaws. Under the applicable statute, there are only two types of
committees authorized — "committees of the board" and "advisory committees." All
committees must fall under one of these two categories.
Article VIII: Amendments to Bylaws:
• Section 1: Specifies the types of bylaws changes that require member approval.
(Page 19.)
Side -by -Side Comparison
CASA Bylaws
Topic Pro posed Bylaws
I Current Bylaws
Rationale for Change
Article II: Members
Official notices
Requires Consent for Electronic
Silent
Consent Required by Law (Corp
Distribution of official notices
Code
Dues
Provides for member approval of
Provides for member approval of
No Change
dues
dues
Quorum
Defined as 30 members
Defined as a majority of member
Facilitates conduct of official
agencies represented at a meeting
business outside meetings
Ensures quorum is representative
of membership by establishing
quorum as a fixed number of
members
Budget
Approved annually by Board of
Approved annually by membership
Budgeting is a function of elected
Directors
I Board
Article III:
Board of Directors
Nomenclature
Board of Directors
Executive Board
Consistent with nonprofit
corporation law & typical practice
Terms of Office for
3 years; 4 seats elected each year
Technically, one year but in
Facilitates turnover, provides clarity
elected directors
practice open ended
re duration of commitment to
directors
Article
IV: Officers
Number /titles
Three (3): President, Vice President,
Four (4): president, First Vice
Secretary /Treasurer
President. Second Vice President,
Secretary/Treasurer
Election /terms
Elected by the Board of Directors for
Elected by the membership for one
Consistent with statute; allows the
one (1) year terms
(1) year terms
Board to deal with non - performing
or disruptive officer.
Past Presidents
May remain on the Board until end of
Automatically remain on Board for I
Consistent with fixed terms
three year term as Director and may
2 years following term as President
be re- nominated
Article V: Committees
Types of
Authorizes establishment of two types of
Enumerates 12
Change is consistent with corporation law;
Committees
committees: Board Committees, consisting
Standing
Allows greater flexibility with formation of
only of Directors and Advisory Committees (all
committees
committees, membership, functions, etc.
other committees)
CASA will retain committees as outlined in the
attachment and announced to the membership
in January 2014 though no longer enumerated
in the bylaws
In addition, a number of provisions were removed from the bylaws. The goal was to have the bylaws conform to legal requirements
and reflect as much as possible the standards for non - profit associations. Deleting these programmatic details from the bylaws will
allow CASA to be more flexible, accommodate innovation, change its committee structure in response to member needs, and ensure
the bylaws serve their true function: To define, control and set the basic principles and manner by which the organization will be
operated.
CASA will continue to develop policies, procedures, strategic plans and other documents that will cover much of the information not
carried forward in the bylaws.
Provisions to be deleted or significantly revised:
• Mission and Strategic Goals (simplified into a statement of purpose)
• Committees (revised)
• Rules of procedure
• Schedule and Detail re Dues Structure.
CALIFORNIA ASSOCIATION OF SANITATION AGENCIES
OFFICIAL BALLOT
The voting members of the California Association of Sanitation Agencies ( "CASA ") are
requested to cast their votes on the following important action:
New Bylaws
New bylaws have been approved by the Executive Board. A copy of the proposed new
bylaws is enclosed. The Board recommends repeal of the existing CASA bylaws and
approval of the new bylaws by the membership.
Please check one:
Approve repealing existing CASA bylaws and adopting proposed new bylaws
Do not approve repealing existing CASA bylaws and adopting proposed new bylaws
Please mark this Official Ballot
for approval or
disapproval
and then print voting member's
name and
your name and sign
your name and
date
below
where
indicated.
In order to be counted, this original completed, signed and dated Official Ballot must be
RECEIVED at the CASA office (1225 8th Street, Suite 595, Sacramento, CA 95814) on or
before June 16, 2014. A postmark on that date is not sufficient — the ballot must be
received at the CASA office by the deadline in order to be counted. Thank you.
Dated:
Type or print name of CASA voting member
Signature of CASA voting member representative
Type or print name of representative
Telephone number
Email address
ECEIVE
" APR 2 3 2014
BY
AGENDA REPORT
Meeting Date: May 12, 2014
ITEM NO. 5.5
To: Executive- Administrative-
Organizational Committee
From: Steve Conklin, Acting General
Manager
Subject: Establishment of Rules and Procedures for Oversight and Coordination of
Special Counsel Legal Services
STAFF RECOMMENDATION:
That the Committee consider this matter and provide a recommendation to the Board of Directors.
DISCUSSION:
General Counsel has submitted the attached resolution to the Committee for consideration. Also
attached are the District's current contracts with Kidman Law LLP and Liebert Cassidy Whitmore.
ATTACHMENTS:
Name: Description: Type:
Resolution No. 14 -XX -
Special Counsel Legal Services.docx Resolution Resolution
Kidman Law (Formerly Kidman Behrens Tague).pdf Agreement Agreement
Leibert Cassidy Whitmore.pdf Agreement Agreement
RESOLUTION NO. 14 -XX
RESOLUTION OF THE BOARD OF DIRECTORS
OF THE YORBA LINDA WATER DISTRICT
ESTABLISHING RULES AND PROCEDURES FOR OVERSIGHT AND
COORDINATION OF SPECIAL COUNSEL LEGAL SERVICES
WHEREAS, The Board of Directors is authorized by Water Code Section 30544 to employ
legal counsel to serve at the pleasure of the Board; and
WHEREAS, The Board of Directors has engaged General Counsel and established rules and
procedures that General Counsel shall be responsible to the Board of Directors
through the Board's Executive - Administrative - Organizational Committee; and
WHEREAS, The Yorba Linda Water District from time to time has engaged special counsel to
provide legal services requiring specialized expertise.
NOW THEREFORE BE IT RESOLVED by the Board of Directors of the Yorba Linda Water
District as follows:
Section 1. Special counsel shall be employed by and serve at the pleasure of the Board of
D i rectors.
Section 2. The Board of Directors now wishes to establish rules and procedures for
oversight and coordination of special counsel legal services.
Section 3. The Board of Directors from time to time, in consultation with General Counsel,
may determine that it is necessary and appropriate to engage special counsel to
provide legal services in specialties not otherwise available to the District or
where District legal counsel has a conflict of interest preventing representation of
the District in a particular matter.
Section 4. General Counsel and special counsel shall consult with each other on all pending
matters involving special counsel services. General Counsel shall provide
liaison, as appropriate, among special counsel, the Board of Directors, the
Executive - Administrative - Organizational Committee, any other committee
designated by the Board of Directors according to Section 6 hereof and the
General Manager.
Section 5. When special counsel is engaged by a District insurance provider to represent
the District in any court or administrative proceeding, General Counsel shall
provide the consultation and liaison functions required by Section 4 hereof.
Section 6. In addition to the consultation and liaison required by Section 4 hereof, the Board
of Directors may designate a standing or ad hoc committee of the Board to work
with special counsel on any particular subject matter.
Resolution No. 14 -XX Establishing Rules and Procedures for Oversight and Coordination of Special Counsel Legal Services
Section 7. General Counsel and special counsel shall submit invoices for legal services to
the General Manager who shall provide a monthly billing summary to the
Executive - Administrative - Organizational Committee for review prior to
submission of the invoices to the Board for approval.
PASSED AND ADOPTED this day of 2014, by the following called vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
Steve Conklin, Board Secretary
Yorba Linda Water District
Reviewed as to form by
Arthur G. Kidman. Eso
Kidman Law L
Robert R. Kiley, President
Yorba Linda Water District
Resolution No. 14 -XX Establishing Rules and Procedures for Oversight and Coordination of Special Counsel Legal Services 2
0 0
KiWAAN LAw LLP
2030 Maid Street., Suite 1300
Irvine, California 92614
714- 755 -3100
714- 755 -3110 f.
um
January 19, 2012
Phil Hawkins, President
Yorba Linda Water District
1717 E. Miraloma Ave.
Placentia, California 92870
RE: Kidman Law LLP
ASSUMPTION OF OBLIGATIONS
Professional Services Agreement
Dated: October 27, 2011
Dear President Hawkins:
Kidman Behrens & Tague LLP contracted to provide legal services to Yorba Linda
Water District according to the above referenced Professional Services Agreement, a copy of
which is attached to this Assumption of Obligations. Kidman, Behrens & Tague LLP ceased
operations effective December 31, 2011 and now is in the process of dissolving and winding up.
Effective January 1, 2012, Arthur G. Kidman, State Bar No. 61719, joined Kidman Law LLP to
carry on the practice of law.
Kidman Law LLP hereby assumes all of the rights, duties and obligations of Kidman,
Behrens & Tague LLP under the attached Professional Services Agreement.
Please execute below to signify the consent of Yorba Linda Water District to this
assumption of obligations.
Sincerely,
KIDMAN LAW LLP
Arthur G. Kidman
CONSENT TO ASSUMPTION:
YORBA Li 'rTER DISTRICT
Phil Hawkins, President
VENDOR
CONTRACT #
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE YORBA LINDA WATER DISTRICT
F.K111
IIUDDMAN, BEHRENS & TAGUE, LLP
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and entered into
on October Z 2011, 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 KIDMAN, BEHRENS & TAGUE, LLP ( "General Counsel ")
(collectively referred to herein as the "Parties ").
RECITALS
WHEREAS, the District desires to retain the services of a professional consultant to provide
legal services ( "Project "), as described in the "Scope of Work and Fee Schedule" ( "Scope of
Work "), attached hereto as Exhibit "A"; and
WHEREAS, District requires an attorney with the requisite knowledge, skill, ability and
expertise to provide necessary legal services for District, to which the specialized services of
General Counsel are appropriate; and
WHEREAS, General Counsel represents to District that it is fully qualified and available to
perform the services for and as requested by District, and General Counsel agrees to perform
such legal services in accordance with the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual promises, covenants, and temis and
conditions herein, the Parties agree as follows:
AGREEMENT
1.0. SCOPE OF WORK. The services to be provided by General Counsel ( "Work ") are
called out in the Scope of Work and Fee Schedule 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. General Counsel acknowledges that continuous and effective
communication between District, General Counsel, and other consultants (as appropriate)
is necessary to the successful completion of the Project. General Counsel may also be
required to furnish copies of its work product and communications to others as requested
by District. General Counsel's primary contact with District shall be through District's
W1111P
VENDOR
CONTRACT #
General Manager. District's primary contact with General Counsel shall be through the
General Counsel's partner -in- charge Arthur G. Kidman. When requested by District,
General Counsel's Representative shall attend District 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. Use of Designs and Drawings. All work product of General Counsel, whether
created solely by General Counsel or in cooperation with others, is prepared specifically
and expressly for District and all right, title, and interest therein shall be owned by
District. District shall make available to General Counsel such information, documents,
graphs, studies, etc., which District possesses or has access to, which are relevant to
General Counsel's Work pursuant to this Agreement.
1.3. Review. General Counsel shall furnish District with reasonable opportunities
from time to time to ascertain whether the Work of General Counsel is 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
General Counsel's work product shall not relieve General Counsel 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. General Counsel shall perform all Work with due
diligence as time is of the essence in the performance of this Agreement. Time Iimits
applicable for the performance of General Counsel's Work are established in Exhibit
"A
2.0 COMPENSATION. As compensation for performance of the Work specified under the
Scope of Work and Fee Schedule (Exhibit "A "), District shall pay General Counsel an amount
not to exceed the fees shown for "retainer services," fees shown for "nonretainer services," costs
and expenses as provided therein. Payment will be made at the rates set forth in General
Counsel's Fee Schedule, which is set forth in Exhibit "A." Costs or expenses not designated or
identified in the Fee Schedule shall not be reimbursable unless otherwise provided in this
Agreement.
2.1. Invoicing. General Counsel 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. General
Counsel agrees to submit additional documentation to support the invoice if requested. If
District does not approve an invoice, District shall send a notice to General Counsel
setting forth the reason(s) the invoice was not approved. General Counsel 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 General Counsel's
performance, accrued reimbursable expenses, if any, and percentage of completion shall
be binding and conclusive. General Counsel's time records, invoices, receipts and other
documentation supporting the invoices shall be available for review by District upon
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reasonable notice and shall be retained by General Counsel 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 "), General Counsel shall submit a written request for
approval of such Extra Services and receive written approval from District. District shall
have no responsibility to compensate General Counsel for any Extra Services provided by
General Counsel without such prior written approval.
3.0 TERMINATION. District may terminate this Agreement at any time upon ten (10)
days written notice to General Counsel. Should District exercise the right to terminate this
Agreement, District shall pay General Counsel for any Work satisfactorily completed prior to the
date of termination, based upon General Counsel's Fee Schedule. General Counsel 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 General
Counsel; or in the event District fails to pay General Counsel in accordance with the terms in
Section 2.0; or if General Counsel's Work hereunder is suspended for a period of time greater
than ninety (90) days through no fault of General Counsel.
3.1. Withholding Payment. In the event District has reasonable grounds to believe
General Counsel will be materially unable to perform the Work under this Agreement, or
if District becomes aware of a potential claim against General Counsel or District arising
out of General Counsel's negligence, intentional act or breach of any provision of this
Agreement, including a potential claim against General Counsel by District, then District
may, to the fullest extent allowed by law, withhold payment of any amount payable to
General Counsel that District determines is related to such inability to complete the
Work, negligence, intentional act, or breach.
4.0. SAFETY. General Counsel shall conduct and maintain the Work so as to avoid injury or
damage to any person or property. General Counsel shall at all times exercise all necessary safety
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
(Cat/OSHA) regulations. General Counsel is responsible for the safety of all General Counsel
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 General
Counsel's services, to the fullest extent permitted by law, General Counsel 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 General Counsel's negligence, recklessness, or willful
misconduct in the performance (or actual or alleged non - performance) of the Work under
this agreement. General Counsel shall defend itself against any and all liabilities, claims,
losses, damages, and costs arising out of or alleged to arise out of General Counsel's
performance or non - performance of the Work hereunder, and shall not tender such claims
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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, General Counsel 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 General Counsel, General
Counsel's employees and any subconsultants for damages to persons or property, except
for damages resulting from the willful misconduct, sole negligence or active negligence
of District, its directors, officers, employees, or authorized volunteers.
5.3. General Counsel shall defend, at General Counsel'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. General
Counsel 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 General Counsel is
obligated to defend, indemnify and hold harmless District, its directors, officers,
employees and authorized volunteers under this Agreement.
5.4. General Counsel 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. General Counsel'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, General Counsel shall provide executed certificates of insurance and
policy endorsements acceptable to District evidencing the required coverage and limits for each
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, General Counsels, attorneys, successors and assigns (collectively, the "Covered Parties ")
for all liability arising out of the activities performed by or on behalf of General Counsel. Any
insurance, pool coverage, or self - insurance maintained by Covered Parties shall be excess of
General Counsel's insurance and shall not contribute to it. Except for the Errors and Omissions
policy (Section 6.4), all insurance coverage maintained or procured pursuant to this Agreement
shall be endorsed to waive subrogation against the Covered Parties or shall specifically allow
General Counsel or others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to loss. General Counsel waives its right of recovery
against the Covered Parties for damages covered by insurance required by this Agreement.
General Counsel shall require similar written express waivers and insurance clauses from each of
its subcontractors. The insurer issuing the Workers' Compensation insurance shall amend its
policy to waive all rights of subrogation against the 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-
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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 "A- :VII." General Counsel 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 a form acceptable to the District. 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 Ol," including owned,
non -owned and hired autos, or the exact equivalent. If General Counsel 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. General Counsel 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
subconsultant 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. General Counsel 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.
By General Counsel's signature hereunder, General Counsel 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 General Counsel 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. E &O insurance and endorsements shall be kept in
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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 General Counsel is that of an independent contractor and General Counsel shall not,
in any way, be considered to be an employee or agent of District. General Counsel 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 General Counsel because of any act,
error, or omission of General Counsel or any other consultant, nor shall General Counsel make
any claim against District arising out of any such act, error, or omission.
7.1. Taxes and Benefits. General Counsel 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 General Counsel, as
an independent contractor, is responsible for paying under federal, state or local law.
General Counsel is not eligible to receive Workers' Compensation, medical, indemnity or
retirement benefits through District, including but not limited to enrollment in Ca1PERS.
General Counsel is not eligible to receive overtime, vacation or sick pay.
7.2. Permits and Licenses. General Counsel 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 General Counsel. None of the items referenced in this
section shall be reimbursable to General Counsel under the Agreement.
7.3. Methods. General Counsel shall have the sole and absolute discretion in
determining the methods, details and means of performing the Work required by District.
General Counsel 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, General Counsel must receive prior written approval from
District before assigning or changing any assignment of General Counsel'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.
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: Board President
Yorba Linda Water District
P.O. Box 309
Yorba Linda, California 92885 -0309
General Counsel: Arthur G. Kidman, Esq.
Kidman, Behrens & Tague, LLP
650 Town Center Drive, Suite 100
Costa Mesa, California 92626 -7187
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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 General Counsel 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. General Counsel 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.
13.0 FORCE MAJEURE. Upon written notice by the owing Party, the respective duties and
obligations of the Parties hereunder (except District's obligation to pay General Counsel such
sums as may become due from time to time for Work rendered by it) shall be suspended while
and so long as performance thereof is prevented or impeded by strikes, disturbances, riots, fire,
governmental action, war acts, acts of God, or any other cause similar or dissimilar to the
foregoing which are beyond the reasonable control of the Party from whom the affected
performance was due.
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14.0 ENTIRE AGREEMENT. This Agreement, and the attached Exhibits, represent the
entire and integrated agreement between District and General Counsel and supersedes all prior
negotiations, representations, or agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both District and General Counsel.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be entered into as
of the clay and year written above.
District:
Yorba Linda Water District
By:
Michael J. Bever-a , President Z11 7
General Counsel:
Kidman, Behrens & Tague, LLP
By:22� .
Arthur G. Kidman, Partner
Attachments: Exhibit A: Scope of Work and Fee Schedule
MM
Exhibit "A"
SCOPE OF WORK AND FEE SCHEDULE
This Scope of Work and Fee Schedule relates to services provided under the Agreement
in furtherance of the attorney- client relationship between the law firm of Kidman, Behrens &
Tague, LLP ( "General Counsel ") and the Yorba Linda Water District ("District').
1. SCOPE OF WORK.
A. Retainer Services: General Counsel services to the District under the retainer will
include:
(i) Regular Services. Preparation for, travel to and from, and attendance at
one District Board of Directors meeting each month. Participation in
ACWA Legislative Committee meetings and related Region 10 meetings
is included in the retainer without additional charge. In addition, General
Counsel will provide telephone advice and in office time concerning
matters such as the Brown Act, the Public Records Act, the Political
Reform Act, and the Tort Claims Act. In addition, General Counsel will
(a) review and comment upon staff reports, resolutions and ordinances
prepared by others for Board of Director meetings (b) review and
comment upon documents proposed for District execution using standard
District forms such as declarations of restrictive covenants, easements and
other property conveyances, and (c) will provide, advice concerning
routine insurance and personnel matters, and provide other customary and
routine general counsel services. Provided, however, development of new
forms to document transaction types not covered by existing district forms
and administration/dispute resolution related to District construction
contracts will be handled according to Section I.B. below.
(ii) Extra Meetings. Upon request and authorization by District's Board of
Directors ( "Board ") or General Manager, General Counsel will prepare
for, travel to and from, and attend additional Board meetings or other
meetings.
B. Non - Retainer Services: General Counsel, in addition, agrees to be available to
provide other mutually agreed upon legal services on behalf of the District outside
the scope of Retainer Services.
(i) Work Outside Scope of Retainer Services. When General Counsel is
requested to perform, or otherwise identifies legal services needed by
District which are outside the scope of services specified in Section LA,
General Counsel shall create a separate invoicing account ( "Non- Retainer
Account ") to account for fees related to those services. General Counsel
shall provide a brief description of the nature and scope of the services to
the District's Board at a time and in a manner selected by the Board.
General Counsel shall consult with the Board or the Board's designee
concerning the reason for the new Non - Retainer Account and shall
continue to bill the District for the services provided under the new Non -
Retainer Account in accordance with the procedures in this Agreement if
there is mutual agreement that the services are necessary and outside the
scope of Section 1.A or other previously established Non - Retainer
Accounts.
2. COMPENSATION.
A. Retainer Services. District shall pay General Counsel a total retainer fee of
$2,000 per month for regular general counsel services described in Section 1.A(i).
When services are requested under Section 1.A(ii), District shall pay General
Counsel a retainer fee of $500.00 per additional meeting. All General Counsel
retainer fees are payable within thirty days of receipt of General Counsel's billing.
B. Non - Retainer Services. District shall pay General Counsel for non - Retainer
services described in Section 1.B according to the following fee schedule within
thirty days of receipt of General Counsel's billing.
Partners $275/hr
Junior Partner $235/hr
Senior Associates $200 /hr
Junior Associates $170/hr.
Authorization for legal services not within the scope of the general counsel's
services must be approved by the General Manager, as provided in Section 1.B,
and have a project number assigned for billing purposes. Time will be charged in
.10 hour increments and a reasonably detailed description of services, broken out
on a daily basis, will be provided for each matter at the end of each month. Time
charged will include any travel required by the District, but the District will not be
charged for mileage or other travel expenses for use of personal vehicles.
C. Costs and Expenses. Billings rendered by General Counsel may include, in
addition to fees, reimbursement of reasonable out -of- pocket expenses incurred on
behalf of the District, for out of town travel, long distance telephone, photocopies,
messenger service, secretarial overtime, investigation and process service fees and
similar costs customarily reimbursed by clients to their attorneys.
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE YORBA LINDA WATER DISTRICT
AND
LIEBERT CASSIDY WHITMORE
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement') is made and entered
into on December 22, 2011, 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 LIEBERT CASSIDY WHITMORE ('Consultant')
(collectively referred to herein as the "Parties ").
RECITALS
WHEREAS, District is engaging in the Project described in the Scope of Work as
outlined in Section 1.0 SCOPE OF WORK, 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:
Consultant agrees to provide District with consulting, representational and legal
services including representation in negotiations and in administrative and court
proceedings as requested by District or otherwise required by law.
The Scope of Work is incorporated herein by reference. All Work shall be performed in
accordance with the standards customarily provided by an experienced and competent
professional rendering the same or similar services 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
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may also be required to furnish copies of its work product and communications to
others as requested by District. Consultant's primary contact with District shall be
through District's Project Manager specified on Exhibit "A." 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. Use of Designs and Drawings. All work product of Consultant, whether
created solely by Consultant or in cooperation with others, is prepared
specifically and expressly for District and all right, title, and interest therein shall
be owned by District. District shall make available to Consultant such information,
documents, graphs, studies, etc., which District possesses or has access to,
which are relevant to Consultant's Work pursuant to this Agreement.
1.3. Review. Consultant shall furnish District with reasonable opportunities
from time to time to ascertain whether the Work of Consultant is 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. As services are rendered.
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.
2.0 COMPENSATION. As compensation for performance of the Work specified
under the Scope of Work, payment will be made at the rates set forth in Consultant's
Fee Schedule, which is attached as Exhibit "A" 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.
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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 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
Consultant's services,
defend, indemnify and
and authorized volunt
persons that arise out
recklessness, or willful
establishes a
to the fullest
hold harmless
sers from and
of, pertain to,
misconduct in
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YLWD Professional Services Agreement - 04/01/11
professional standard of care for the
extent permitted by law, Consultant will
District, its directors, officers, employees,
against all claims and demands of all
or relate to the Consultant's negligence,
he performance (or actual or alleged non-
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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 (or
actual or alleged non - 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, sole negligence or active
negligence of District, its directors, officers, employees, or authorized volunteers.
5.1 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 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. Except for the Errors and Omissions policy (Section 6.4), all
insurance coverage maintained or procured pursuant to this Agreement shall be
endorsed to waive subrogation against the Covered Parties or shall specifically allow
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Consultant or others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to loss. Consultant waives its right of
recovery against the Covered Parties for damages covered by insurance required by
this Agreement. Consultant shall require similar written express waivers and insurance
clauses from each of its subcontractors. The insurer issuing the Workers'
Compensation insurance shall amend its policy to waive all rights of subrogation against
the 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 "A- :VII." 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 a form acceptable to the District. 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
01," 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
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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.
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.
6A. Errors and Omissions. Each E &O policy shall have limits of at least
$1,000,000 per claim and $1,000,000 aggregate. 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 or any other 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 CaIPERS. 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.
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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.
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: Kenneth R. Vecchiarelli, General Manager
Yorba Linda Water District
P.O. Box 309
Yorba Linda, California 92885 -0309
Consultant: Richard Kreisler, Partner
Liebert Cassidy Whitmore
6033 W. Century Blvd., Suite 500
Los Angeles, CA 90045
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
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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 FORCE MAJEURE. Upon written notice by the owing Party, the respective
duties and obligations of the Parties hereunder (except District's obligation to pay
Consultant such sums as may become due from time to time for Work rendered by it)
shall be suspended while and so long as performance thereof is prevented or impeded
by strikes, disturbances, riots, fire, governmental action, war acts, acts of God, or any
other cause similar or dissimilar to the foregoing which are beyond the reasonable
control of the Party from whom the affected performance was due.
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[INTENTIONALLY LEFT BLANK]
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13.0 ENTIRE AGREEMENT. This Agreement, and the attached Exhibits, represent
the entire and integrated agreement between District and Consultant and supersedes all
prior negotiations, representations, or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both District and
Consultant.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be entered
into as of the day and year written above.
District:
Yorba Linda Water District
Consultant:
Liebert Cassidy Whitmore
BY: BY:
Kenneth R. Vecchiarelli, General
Manager
APPROVED AS TO FORM:
McCormick, Kidman and Behrens, LLP
By:
ur G. Kidman, Ge
Attachments: Exhibit A: Fee Schedule
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Richard Kreisler
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EXHIBIT A
LIEBERT CASSIDY WHITMORE
FEE SCHEDULE
EFFECTIVE J /1,NU,4RY 11 2012
I IOU RLY RATE'S
Partners
Of Counsel
Associates
$300.00
$265.00
$180.00 - $245.00
Paraprofessionals $105.00 - $140.00
AGENDA REPORT
Meeting Date: May 12, 2014
ITEM NO. 6.3
Dept: Finance
Subject: Directors and General Manager Fees & Expenses Report for 3rd Qtr of FY
2013/14
ATTACHMENTS:
Name:
Travel Expense Report.xlsx
BOD GM YTD FYE 2014.xlsx
BOD GM Qtr Summarv.xlsx
Description:
Travel Expense Report
BOD GM YTD FYE 2014
3rd Qtr FY 2013 -14 Fees and Expense Report
Type:
Backup Material
Backup Material
Backup Material
DIRECTOR'S & GENERAL MANAGER'S RECAP OF TRAVEL /CONFERENCE EXPENSES
THIRD QUARTER OF FY 2013 -14
JANUARY - MARCH 2014
GL Trip Trip Trip
Director Date Date Name Location Meals
Lodging
Travel
Event/
Conf. Fee
Misc.
Total trip Total
Beverage $
$
$
$
$
$
Collett $
$
$
$
$
$
Kiley
1/27/14
Hawkins
$ $
$
$
-
$
$
Kiley
1/27/14
1/15- 17/2014 CASA 2014 Winter Conference
Indian Wells, CA
$ $
457 $
$
-
$
$
457
1/27/14
1/15- 17/2014 CASA 2014 Winter Conference
Indian Wells, CA
$ 51 $
- $
285
$
$ 25
$
361
2/18/14
3/14/14 ACWA Small Hydor Workshop & Tour
Ranchi Cucamonga, CA
$ - $
$
-
$
89
$
$
89
3/4/14
2/19- 21/2014 UWI Spring Water Conference
Palm Springs, CA
$ 127 $
$
-
$
173
$ 20
$
320
3/18/14
3/19- 20/2014 Senate Hearing SB946
Sacramento, CA
$ - $
$
440
$
-
$
$
440
3/31/14
3/24- 27/2014 AWWA 2014 Spring Conference
Anaheim, CA
$ $
$
-
$
595
$
$
595
$
2,262
Melton
$ $
$
$
-
$
$
-
Total Director's
$ 178 $
457 $
725
$
857
$ 45
$
2,262
$
2,262
General Manager
Conklin
2/14/14
2/6/14 BDCP Presentation at OCTA Offices
Orange, CA
$6
$6
Total GM
$ - $
- $
6
$
-
$ -
$
-
$
6
Total Director's & GM $ 178 $ 457 $ 731 $ 857 $ 45 $ 2,262 $ 2,269
DIRECTORS:
REGULAR MEETINGS ATTENDED
COMMITTEE MEETINGS ATTENDED
OFF SITE MEETINGS ATTENDED
SPECIAL MEETINGS ATTENDED
OTHER MEETINGS ATTENDED
TOTAL MEETINGS ATTENDED YTD
DIRECTOR FEES YTD
MEETING FEES BUDGET YTD
TRAVEL & CONFERENCES EXPENSES YTD
TRAVEL & CONFERENCE BUDGET YTD
TOTAL DIRECTORS FEES & EXPENSES YTD
TOTAL FEES & EXPENSES BUDGET YTD
YORBA LINDA WATER DISTRICT
DIRECTORS AND GENERAL MANAGER FEES AND EXPENSES
YEAR -TO -DATE REPORT FROM 07 -01 -2013 TO 3 -30 -14
FISCAL YEAR 2013.2014
BEVERAGE COLLETT HAWKINS KILEY MELTON SUB -TOTAL CONKLIN TOTAL
17
18
15
18
17
85
38
23
24
23
22
130
3
15
7
21
17
63
14
12
14
9
12
61
5
7
4
19
9
44
77
75
64
90
77
383
383
$11,550
$11,250
$9,600
$13,500
$11,550
$57,450
$57,450
$13,500
$13,500
$13,500
$13,500
$13,500
$67,500
$67,500
$1,097
$212
$72
$6,426
$1,575
$9,383
$9,383
$1,710
$1,710
$1,710
$1,710
$1,710
$8,550
$8,550
$12,647
$11,462
$9,672
$19,926
$13,125
$66,833
$66,833
$15,210
$15,210
$15,210
$15,210
$15,210
$76,050
$76,050
ACTING GENERAL MANAGER EXPENSES YTD
ACTING GENERAL MANAGER TRAVEL & CONFERENCE BUDGET YTD
$81 $81
$1,500 $1,500
TOTAL FEES & EXPENSES YTD $12,647 $11,462 $9,672 $19,926 $13,125 $66,833 $81 $66,914
TOTAL FEES & EXPENSES BUDGET YTD $15,210 $15,210 $15,210 $15,210 $15,210 $76,050 $1,500 $77,550
REGULAR MEETINGS ATTENDED
COMMITTEE MEETINGS ATTENDED
OFF SITE MEETINGS ATTENDED
SPECIAL MEETINGS ATTENDED
OTHER MEETINGS ATTENDED
TOTAL MEETINGS ATTENDED QTD
DIRECTOR FEES QTD
MEETING FEES BUDGET QTD
TRAVEL & CONF. EXPENSES QTD
TRAVEL & CONF. BUDGET QTD
DIR.FEES AND EXPENSES QTD
FEES AND EXPENSES BUDGET QTD
GEN MGR EXPENSES QTD
GEN MGR TRAVEL /CONF. BUDGET QTD
TOTAL FEES & EXPENSES QTD
TOTAL FEES & EXPENSES BUDGET QTD
YORBA LINDA WATER DISTRICT
DIRECTORS AND GENERAL MANAGER FEES AND EXPENSES
3RD QUARTER REPORT FROM 01 -01 -2014 TO 03 -31 -2014
FISCAL YEAR 2013 -2014
BEVERAGE COLLETT HAWKINS KILEY MELTON SUB -TOTAL CONKLIN TOTAL
6 6 5 6 6 29
10 7 9 9 7 42
2 9 2 5 7 25
2 2 2 1 2 9
1 1 0 9 1 12
21
25
18
30
23
117
117
$3,150
$3,750
$2,700
$4,500
$3,450
$17,550
$17,550
$4,500
$4,500
$4,500
$4,500
$4,500
$22,500
$22,500
$0
$0
$0
$2,262
$0
$2,262
$2,262
$570
$570
$570
$570
$570
$2,850
$2,850
$3,150
$3,750
$2,700
$6,762
$3,450
$19,812
$19,812
$5,070
$5,070
$5,070
$5,070
$5,070
$25,350
$25,350
$6
$6
$500
$500
$3,150
$3,750
$2,700
$6,762
$3,450
$19,812
$6
$19,819
$5,070
$5,070
$5,070
$5,070
$5,070
$25,350
$500
$25,850