00-0216_TRI-CITIES MUNICIPAL WATER DISTRICT_Amd & Rstd Jt Exer of Powers AgrAMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
TO OPERATE AND MAINTAIN
THE JOINT TRANSMISSION MAIN FACILITIES
This Agreement, executed in counterparts and effective as of the Effective Date defined
hereinafter, is entered into by and between the TRI -CITIES MUNICIPAL WATER DISTRICT
("Tri -Cities"), MOULTON NIGUEL WATER DISTRICT ("MNWD"), IRVINE RANCH
WATER DISTRICT ("IRWD"), CAPISTRANO VALLEY WATER DISTRICT
("CVWD/SJC"), EL TORO WATER DISTRICT ("ETWD"), CITY OF SAN CLEMENTE
("CSC") as a successor -in -interest to a portion of Tri -Cities' capacity interests in the Joint
Transmission Main Facilities and SOUTH COAST WATER DISTRICT ("SCWD") as a
successor -in -interest to a portion of Tri -Cities' capacity interests in the Joint Transmission Main
Facilities (individually referred to as "Party" or collectively referred to as "Parties").
RECITALS
A. Each of the Parties is a public agency and each is authorized and empowered to
contract with the other Parties for the joint exercise of powers under Article I, Chapter 5,
Division 7, Title 1 of the California Government Code, Section 6500 et seq.
B. Each of the Parties has the authority and power to operate and maintain potable
water pipelines and appurtenant facilities within (and in some cases, outside) their respective
boundaries.
C. Each of the Parties is the owner, or will be the owner upon the Effective Date of
this Agreement, of capacity rights, or other property rights, in the Joint Transmission Main
("JTM"), a domestic water pipeline that conveys and delivers water imported from the
Metropolitan Water District of Southern California ("MWD"), and in related reservoir facilities,
which together with the JTM are referred to in this Agreement as the "JTM Facilities". MNWD
is the co-owner, with Tri -Cities, of the easements and rights-of-way for the JTM. The JTM
extends from a point commonly known as the "Coastal Junction' of the East Orange County
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Feeder No. 2, to and including the Dana Point Pressure Control Valve Structure, as
approximately depicted on the map attached hereto as Exhibit "A" and made a part hereof (the
JTM is referred to in this Agreement in some cases as the "pipeline' or "pipeline facilities").
D. On March 9, 1961, Tri -Cities and MNWD entered into a joint powers agreement
for the joint construction and the operation of the JTM running from said Southerly or
Southeasterly boundaries of MNWD to a point known as the "Y", which lies in the Northerly end
of the boundaries of said MNWD, all as shown on Exhibit "A" attached hereto.
/E. On September 11, 1961, MNWD, CVWD/SJC's predecessor -in -interest County
Water Works District No. 4, and IRWD executed a joint powers agreement for the construction
and operation of water transmission and distribution facilities through the balance of said JTM
extending from said "Y" to a point known as Coastal Junction on the proposed East Orange
County Feeder No. 2 owned by MWD, as shown on said Exhibit "A".
F. On February 16, 1977, certain of the above-mentioned Parties entered into the
First Amendment to said joint powers agreement for the purpose of clarifying such Parties'
capacity ownership interests in the JTM and further delineating the responsibilities of the parties
in order to effect further operational efficiencies (the "1977 Agreement"; all references in this
Agreement to the 1977 Agreement also include the 1961 agreements referred to in Recitals D and
E above). Tri -Cities has been the operating entity for the JTM since 1961.
G. Pursuant to LAFCO Reorganization No. 92, approved by LAFCO Resolution No.
86-63 dated November 5, 1986, for which the Certificate of Completion was recorded by
LAFCO on December 9, 1986, two cubic feet per second (2 cfs) of MNWD's capacity in the
JTM (to the existing point of interconnection between the facilities of MNWD and ETWD,
which is located at 24141 Moulton Parkway, Laguna Hills, Ca) was transferred to ETWD,
contingent upon ETWD's payment of outstanding MNWD bonded indebtedness incurred to
construct the 2 cfs of capacity. ETWD made payments for the bonded indebtedness in
accordance with an agreed payment schedule; ETWD made the last payment in 1995. In
addition, ETWD paid its portion of the yearly operation and maintenance expenses with respect
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to the 2 cfs of capacity. Pursuant to an informal arrangement, ETWD previously allowed
MNWD to use the 2 cfs of capacity for a limited time, with MNWD paying the corresponding
proportionate share of operation and maintenance expenses during such time. MNWD no longer
uses such capacity and so notified ETWD of same on or about October 16, 1997. The signatories
to the 1977 Agreement and ETWD desire at this time to have ETWD become a Party to the
amended and restated joint powers arrangement set forth in this Agreement.
H. Pursuant to LAFCO Reorganization No. R099-07, in which it is proposed that
Tri -Cities will be consolidated with Coastal Municipal Water District ("Coastal"), the Parties
hereto desire to (i) designate a successor to Tri -Cities for operation and maintenance of the JTM
Facilities, (ii) provide for the transfer of certain capacity rights in the JTM Facilities currently
owned by Tri -Cities to the CSC and SCWD; and (iii) provide additional procedures for operating
and maintaining the pipeline. This Agreement also re -states the capacity ownership of the JTM,
and each Party's right to make use of the pipeline facilities, and also sets forth capacity rights and
related obligations for the Bradt Reservoir which provides regulatory capacity for operation of
the JTM. The Parties also intend to clarify the additional assets related to operation of the JTM
Facilities which the Parties have previously funded pursuant to the existing joint powers
arrangement. These assets will remain under the ownership and control of the JTM Facilities
participants. This Agreement is intended by the Parties to supersede and replace the 1977
Agreement as of the "Effective Date", defined in Recital I and Section 9. 1, below.
I. It is anticipated Coastal will be the legal successor -in -interest to Tri -Cities under
LAFCO Reorganization No. R099-07; provided, pursuant to this Agreement, certain capacity
interests owned by Tri -Cities, including those it owns with respect to the JTM Facilities, shall be
apportioned between CSC and SCWD, effective the date of Tri -Cities' consolidation with
Coastal under LAFCO Reorganization No. R099-07.
This Agreement will be deemed effective one day prior to the effective date of LAFCO
Reorganization No. R099-07 (the "Effective Date").
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits and of the mutual
covenants herein provided, the Parties agree, for themselves and their successors -in -interest, as
follows:
I. TRANSFER/RESTATEMENT OF CAPACITY RIGHTS
1.1 feline Capacity Transfers to CSC, SCWD. Tri -Cities hereby transfers the efs of
capacity which it presently owns in the JTM, set forth in detail in Table 1 below, to CSC and to
SCWD, and CSC and SCWD each respectively accept such transfer, and assume all rights, duties
and responsibilities in connection with such transferred capacity, whether set forth in this
Agreement, or as otherwise set forth by contract or by law. On the Effective Date, Tri -Cities
shall quitclaim its easement and right-of-way interests for the JTM to SCWD and CSC jointly,
such quitclaim to be recorded on the Effective Date. SCWD, CSC and MNWD shall hold such
easements and rights-of-way in trust, for the benefit of all the Parties. The capacity transfers to
SCWD labeled "San Diego cfs" in Table I are subject to the following condition: in the event
SCWD is (1) no longer the potable water supplier by way of service arrangements with San
Diego County Water Authority (or its successor) to Southern California Edison/SONGS and/or
Camp Pendleton and/or State of California/State Parks Department; and (2) any of such San
Diego public agency/public utility entities named in (1) (or their successors) no longer receive
potable water service through the JTM Facilities, then the relevant "San Diego cfs" of capacity
will be allocated proportionally between, and owned by, SCWD and CSC, with SCWD allocated
30% of such capacity and CSC allocated 70% of such capacity. SCWD and CSC each
respectively agree to assume all associated duties and obligations in connection with the San
Diego cfs capacity so allocated to them. The Parties agree to further review the allocation of the
San Diego cfs capacity in advance of the anticipated shutdown of the San Onofre Nuclear
Generating Station, which Southern California Edison/SONGS anticipates could extend to the
year 2023 or later.
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1.2 Pipeline Facilities. The capacity rights of the Parties in the hereinafter described
reaches of the JTM shall be on the basis of the percentage of the total capacity as specified in the
column designated "Capacity -Owner Percentage," in each designated reach listed in Table 1
below:
Unit 1, Reach 1
Coastal Junction
to
Laguna Canyon Road
TOTAL
Unit 1, Reach 2
Laguna Canyon Road
to "Y"
TOTAL
TABLE 1
JTM CAPACITY OWNERSHIP
CSC
SCWD
SCWD/San Diego cfs
MNWD
ETWD
CV WD/SJC
IRWD
CSC
SCWD
SCWD/San Diego cfs
MNWD
ETWD
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5
14.78
6.34
2.28
43.0
2.0
15.0
5.0
88.4
14.78
6.34
2.28
43.0
2.0
83.4
16.72%
7.17%
2.58%
48.64%
2.26%
16.97%
5.66%
100%
17.72%
7.60%
2.74%
51.56%
2.40%
100%
'ki ki
p,
)
'M"-1
'lk . V "I✓
v W
P, AlP,,F
I
!M,
Unit 2, Reach 3
CSC
14.78
23.69%
MNWD Boundary
SCWD
6.34
10.16%
to First Distribution
SCWD/San Diego cfs
2.28
3.65%
Takeout
N4NIWD
39.0
62.50%
TOTAL
MN)WD
62.4
100%
oat i
'r� lll � MW?
P, AlP,,F
I
cr
CSC
14.78
29.33%
14.78
SCWD
6.34
12.58%
SCWD/San Diego efs
2.28
4.52%
SCWD/San Diego cfs
N4NVvrD
27.0
53.57%
Distribution
MN)WD
16.0
40.61%
Takeout
oat i
MMMUEZ5
oi,
T'7
Unit 3, Reach 5
CSC
14.78
37.51%
Second to Third
!I SC)vVD
6.34
16.09%
MNWD
SCWD/San Diego cfs
2.28
Distribution
MN)WD
16.0
40.61%
Takeout
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1.3 Bradt Reservoir - Operational Capacity.
Tri -Cities owns and operates the 48 million gallon (mg) Bradt Reservoir,
which provides operational capacity in connection with the operations of the JTM. In accordance
with past annual budgeting process, the Parties contribute repair and maintenance costs for the
Bradt Reservoir, and additional amounts for related capital projects. The Designated Operator
(as defined in Section 3.1) shall operate the Bradt Reservoir on a daily basis so as to provide the
highest hydraulic gradient for operating the JTM in accordance with the needs of the Parties,
while at the same time preserving sufficient capacity for surge control (referenced as the
"Operational Storage" in Table 2 below), for the benefit of the Parties. The Operational Storage
is integral to the continued successful operation of the JTM by the Parties; therefore, in addition
to and not by way of limitation of those capacity rights set forth in Table 2 below, Tri -Cities and
its successors and assigns hereby irrevocably grants to the other Parties to this Agreement a
permanent, collective right to use the Operational Storage in conjunction with the water supply
and operation and maintenance through the JTM.
1.4 Bradt Reservoir: Transfer/Restatement of Capacity Riehts
(a) Reservoir Capacity Transfers to CSC, SCWD. Tri -Cities hereby transfers
the million gallons (mg) of those defined capacities in the Bradt Reservoir set forth in detail in
Table 2 below to CSC and SCWD, and City and SCWD each respectively accept such transfer,
and assume all rights, duties and responsibilities in connection with such transferred capacity,
whether set forth in this Agreement, or otherwise set forth by contract or by law. On the
Effective Date, Tri -Cities shall quitclaim its fee title interest in the Bradt Reservoir to SCWD and
CSC, jointly, such quitclaim to be recorded on the Effective Date. SCWD and CSC will hold fee
title to the Bradt Reservoir in trust for the benefit of all the Parties. The capacity transfers to
SCWD labeled "San Diego mg" in Table 2 are subject to the following condition: in the event
SCWD is (1) no longer the potable water supplier by way of service arrangements with San
Diego County Water Authority (or its successor) to Southern California Edison/SONGS and/or
Camp Pendleton and/or State of Califomia/State Parks Department; and (2) any of such San
Diego public agency/public utility entities named in (1) (or their successors) no longer receive
potable water service through the Joint Transmission Main Facilities, then the relevant "San
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t
Diego mg" capacity will be allocated proportionally between, and owned by, SCWD and CSC
with SCWD allocated 30 % of such capacity and CSC allocated 70 % of such capacity. SCWD
and CSC each respectively agree to assume all associated duties and obligations in connection
with the San Diego mg capacity so allocated to them. The Parties agree to further review the
allocation of the San Diego mg capacity in advance of the anticipated shutdown of the San
Onofre Nuclear Generating Station, which Southern California Edison/SONGS anticipates could
extend to the year 2023 or later.
(b) Restatement of Reservoir Capacity. The capacity rights of all the Parties
in the hereinafter specified capacity of the Bradt Reservoir shall be as set forth in Table 2 below.
TABLE 2
BRADT RESERVOIR CAPACITY OWNERSHIP
Dim Mo
SCWD
15.09% - 0.83
27.6% - 11.73
0
26.17% - 12.56
CSC
27.27% - 1.50
64.4% - 27.37
0
60.14% - 28.87
SCWD/San Diego cfs
5.64% - 0.31
8.0% - 3.4
0
7.73% - 3.71
IRWD
0- 0
0- 0
0
0- 0
MNWD
42.73% - 2.35
0 - 0
0
4.90% - 2.35
ETWD
0- 0
0- 0
0
0- 0
CVWD (City SJQ
9.27% - 0.51
0 - 0
0
1.06% - 0.51
0
0
0 1
o
1.5 Equipment Assets. The Parties agree that the vehicles and equipment listed in
Exhibit `B" (the "Equipment Assets") have been funded with moneys paid by the Parties in
accordance with the joint powers arrangement. The Parties desire to memorialize their
continuing ownership of the Equipment Assets, which shall be owned in proportion to the
Capacity -Owner Percentage set forth in Table 3 of this Agreement (See Section 2.2). All the
Equipment Assets will be transferred to the Designated Operator under Section III hereof, who
shall hold such assets in trust for the benefit of the Parties, to be used in connection with the
operation and maintenance of the JTM Facilities.
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II. ADMINISTRATIVE COMMITTEE
2.1 Committee Functions and Procedures.
(a) There is hereby created the "JTM Administrative Committee" (the
"Committee"). The functions of the Committee will be to appoint a Designated Operator (as
defined in Section 3.1) pursuant to Section III hereof; provide direction to the Designated
Operator with respect to the operation, maintenance and repair of the JTM Facilities; review and
approve the annual operating budget pursuant to Section VI of this Agreement; and otherwise
administer this Agreement through actions or directions necessary for the continued efficient
operation of the JTM Facilities.
(b) Each Party shall appoint one representative to the Committee concurrently
with the execution of this Agreement by the appointing party. The identity of the appointed
representative from each respective Party shall be promptly communicated to the Designated
Operator. Appointed representatives to the Committee shall serve at the pleasure of the
governing body of the appointing Party and may be removed at any time, with or without cause;
provided, however, that the Parties acknowledge and agree that continuity of representation on
the Committee is important to the overall effectiveness of the Committee, and the Parties further
agree to take all actions reasonably necessary to ensure such continuity.
(c) The Committee shall meet quarterly for the purpose of reviewing and
evaluating the management, operation and maintenance of the JTM Facilities, or performing any
other functions set forth in this Section 1I. The Designated Operator will arrange for more
frequent meetings on an as -needed basis or if requested by any of the Parties.
(d) (i) Unless otherwise set forth in this Agreement, in the event any
decisions or directions must be made or given by the Committee, the affirmative vote of a
majority of the Committee representatives attending the meeting at which the vote is taken will
be required.
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(ii) Any decisions to undertake repairs (except for those major repairs
discussed in Section 5.2 of this Agreement), replacements or improvements, or new capital
facilities related to the JTM Facilities at a cost in excess of $50,000 (on a per project basis), shall
require an affirmative vote of Committee representatives who in the aggregate represent in
excess of 50% of the Capacity -Owner Percentage in the JTM on a system -wide basis, as set forth
in Table 3 below; provided, only those Committee representatives of Parties with financial
responsibility for the reach(es) or section(s) of the JTM, or the Bradt Reservoir (See Table 2,
column five), as applicable, at issue in the case of a repair/replacement/ improvement/ new
facility decision may vote. The Parties each covenant to provide for the adequate operation and
maintenance of the JTM Facilities through necessary repairs and replacements.
(iii) Any decision to appoint or terminate the Designated Operator shall
require the affirmative vote of not less than two-thirds of all Committee representatives, with
such affirmative votes also constituting in the aggregate in excess of 50% of the Capacity -Owner
Percentage in the JTM on a system -wide basis, as set forth in Table 3 below.
2.2 Canacity Ownership: Equipment Assets Allocation/Voting. The Capacity -Owner
Percentage in the JTM on a system -wide basis for each Party is set forth below in Table 3, as
referred to above in Sections 1.5, and 2.1(d)(ii) and (iii) .
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TABLE 3
0
EQUIPMENT ASSETSNOTING ALLOCATION
xg
%ty;moi,,,, h *F�+�p.'.
Y f"S 1 4\
z
rykp.�y.A16Y1ia('i�`✓y� EtI�.
S4h.Gu� y,ys
MNWD
43.13%
IRWD
.98%
CVWD/SJC
10.01%
ETWD
.39%
CSC
28.73%
SCWD
1233%
SCWD/San Diego cfs
4.43%
TOTAL
100%
III. OPERATIONS AND MAINTENANCE
3.1 Designation of Operator. Subsequent to the initial appointment hereunder of
SCWD as provided in Section 3.9 hereafter, and in the event SCWD is no longer the Designated
Operator hereunder, the Committee shall designate one of the Parties to be responsible for the
day-to-day operation and maintenance of the JTM Facilities (the "Designated Operator") in
accordance with the procedures governing the Committee set forth in Section II hereof. Upon the
appointment of any Party as the Designated Operator, the newly appointed Designated Operator
shall execute a certification in substantially the form of Exhibit "C" to this Agreement in order to
expressly acknowledge and assume the obligations of the Designated Operator set forth in this
Agreement.
3.2 Cooperation. To the end that the operation of the JTM Facilities will be
maintained at the highest efficiency with the lowest costs, the Parties agree that they will confer
with each other and pool their talents and abilities even though the Designated Operator will be
the responsible operating agency.
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3.3 Services to be Performed. Subject to all of the provisions of this Agreement, the
Designated Operator shall operate and maintain the JTM Facilities in accordance with the
following general provisions:
(a) In addition to the Equipment Assets, provide, or cause to be provided, all
tools, equipment, vehicles, materials, supplies and qualified personnel necessary to manage,
operate, maintain and repair the JTM Facilities.
(b) Receive water into the JTM Facilities and operate same, including service
connections, in an efficient manner, and maintain the same in good working order and
composition, all in accordance with recognized engineering practices.
(c) Operate the JTM Facilities, control devices and all meters and
appurtenances, and read all meters at periodic intervals and account for all water delivered to the
Parties. Specifically, the Designated Operator will read all JTM Facilities meters on the last
working day of each month and report to Coastal and/or Municipal Water District of Orange
County (MWDOC), or such other applicable wholesale entity, no later than the second working
day of the following month, the total amount of water delivered to each Party. In the event of a
discrepancy in meter readings showing a difference in water purchased and delivered to the
respective Parties, said discrepancy is to be adjusted and allocated in proportion to the metered
amount of water purchased by each Parry.
The Parties agree to directly pay Coastal or MWDOC (or other applicable
wholesale entity), for all water delivered to such Parties in accordance with the respective
procedures of the wholesale entity. The amounts to be paid to the applicable wholesale entity for
water delivery hereunder by the Parties shall be referred to as the "Water Delivery Charge". Any
Party disputing the Water Delivery Charge on the basis of meter readings made by the
Designated Operator shall comply with the procedures set forth in Section 4.3 of this Agreement,
as well as any applicable procedures of the wholesale entity.
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(d) Install necessary meters and appurtenances that may be required to account
for and control the water delivered to each Party; provided, each Parry will bear the full cost of
each meter and all appurtenances installed for its sole use, and will share the cost of each meter
and appurtenance installed for joint use in proportion to their Capacity -Owner Percentage for the
applicable reach of the JTM as set forth above in Table 1.
(e) Strictly comply with the requirements of all permits and licenses and all
applicable federal, state and county statutes, ordinances, rules and regulations governing the JTM
Facilities. If such compliance is impossible for reasons beyond its control, the Designated
Operator shall immediately notify the Parties of the fact and the reasons for noncompliance. In
the absence of any superseding law, rule or regulation or term otherwise specified in this
Agreement, the laws, rules and regulations applicafile to and governing the Designated Operator
shall apply to operations of the JTM Facilities.
3.4 Independent Contractor. The Designated Operator, in performance of the
Designated Operator services hereunder, is an independent contractor and all employees of the
Designated Operator are solely employees of the Designated Operator and not the agents or
employees of the other Parties.
3.5 Contracting for Services. Subject to Section 5.2, except for emergency repairs to
protect public health and safety, the Designated Operator shall obtain the prior approval of the
affected Parties to (a) secure the services of any contractor for the purpose of performing repairs,
or improvements, or for constructing new capital facilities or (b) to purchase replacement
equipment, when the cost of either (a) or (b) exceeds $50,000 per contract or purchase. The
necessary approval of the affected Parties shall be in accordance with the provisions of
Section 2.1(d)(ii).
3.6 Work Stoppage. In the event the Designated Operator employees performing the
duties required by this Agreement engage in any strike, work stoppage, work slowdown or any
similar activity resulting in the interruption or cessation of the duties required to be provided by
the Designated Operator, the Designated Operator shall use its best efforts to obtain additional or
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replacement services to continue all required operations. During any such strike, work stoppage,
work slowdown or any similar activity affecting the operation of the JTM Facilities, the other
Parties may, without terminating this Agreement, assume the operation of the facilities through
the use of the employees of any Party, or any independent contractor. No payment shall be made
by the other Parties to the Designated Operator for work performed by the other Parties during
such period. Upon resolution of any of the above described labor disputes, the Designated
Operator shall resume its duties under this Agreement. The Designated Operator shall not be
liable to the other Parties for any losses, direct or indirect, that may result to the other Parties as a
result of such the Designated Operator employee work stoppage. The Designated Operator shall
not be deemed to have breached this Agreement or any provision thereof, in the event it is
unable, for the reasons discussed in this Section 3.6 to provide the services required under
Section II of this Agreement.
3.7 Termination.
(a) The appointment of the Designated Operator may be terminated by the
Committee without cause, or the Designated Operator may resign from the appointment, upon
receipt of ninety (90) days' written notice by the Parties.
(b) The appointment may be terminated for cause by the Committee upon
thirty (30) days' written notice to the Designated Operator with such notice including
specifications of the operational defrciency(ies) giving rise to the termination for cause. Within
such thirty (30) days, the Designated Operator may remedy the cause for termination, and the
appointment may continue beyond the initial thirty (30) day period, provided the Committee
finds the Designated Operator is diligently pursuing remedial steps to ewe the noticed deficiency.
(c) Termination of the appointment of the Designated Operator pursuant to
this Section 3.7 (a) or (b) shall not be subject to the arbitration provisions of Section 10.6 herein.
3.8 Compensation Upon Termination of Appointment or Resi ng ation. In the
event the appointment is terminated by the Committee, or the Designated Operator resigns the
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appointment, under Section 3.7, the other Parties shall promptly reimburse the Designated
Operator for the cost of tools, equipment and materials used exclusively by the Designated
Operator to perform the duties required herein (except for the Equipment Assets), which
expenditures would not have been incurred but for this appointment and which costs have not
otherwise been paid as compensation to the Designated Operator. To the extent that such tools,
equipment and/or materials are also used in connection with work not related to this
appointment, an allocation of costs incurred shall be made in proportion to the time the tools or
equipment were used or materials consumed on such other work and the work performed
pursuant to this appointment. To the extent such payments are made by the other Parties to fully
reimburse the Designated Operator for the cost of any tools, equipment or materials used
exclusively (or allocated) to the JTM Facilities operations, such items shall thereafter belong to
the Parties (including the Designated Operator to the extent of its interests) and the Designated
Operator agrees to execute such documents as necessary to transfer title to the tools, equipment
or materials purchased. The amount to be paid shall be determined as follows:
(a) First, by mutual agreement of the Parties;
(b) Second, if the Parties do not mutually agree within thirty (30) days after
notice of termination is received, then by the independent certified public accountant or
accountants regularly used for the JTM Facilities operations;
(c) Third, if the said accountant or accountants do not resolve the matter
within sixty (60) days after the notice of termination is received, then by arbitration in
accordance with Section 10.6 of this Agreement.
3.9 Designation of SCWD as Operator. In conjunction with the approval and
execution of this Agreement, the Parties hereby designate SCWD to be the initial Designated
Operator under this Agreement, and SCWD hereby accepts such appointment, and further agrees
to carry out its responsibility in accordance with the terms and conditions of this Agreement.
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SCWD shall commence the management, operation and maintenance of the JTM
Facilities on the Effective Date. SCWD shall continue as the Designated Operator until such
time as the Committee appoints a new Designated Operator following the termination or
resignation of SCWD's appointment as the Designated Operator. Any re -appointment or
termination of, or resignation by, SCWD as the Designated Operator shall be in accordance with
the procedures set forth in Sections 2.1(d)(ii), (iii) and 3.7.
IV. OPERATIONS AND MAINTENANCE COSTS
4.1 Operations and Maintenance Costs - Defined. "Operations and Maintenance
(O&M) Costs" shall be defined to be the necessary and actual costs of operating and maintaining
the JTM Facilities based on sound accounting principles, including those expenses listed below,
necessary to maintain and preserve the facilities in good repair and working order. O&M Costs
do not include depreciation or any obsolescent charges or any reserves therefor, or amortization
of intangibles or other bookkeeping entries of a similar nature. O&M Costs are, specifically, the
sum of the following:
(a) the actual cost to the Designated Operator of necessary labor, such labor to
include actual salaries and benefits, as well as legal, insurance, accounting and identifiable
administrative services ("Administrative Costs").
(b) all repair or replacement items at a cost not in excess of $50,000 per item;
(c) the actual cost of necessary supplies and materials purchased in connection
with the services (no mark-up);
(d) the costs of necessary utilities such as power, light and telephone;
(e) the standard cost of items in inventory;
BA W &G/PHG/fun/59073.3
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(f) the cost of equipment at current rental rates; and,
(g) the cost of outside services for those above -listed items authorized by this
Agreement or the Committee.
4.2 Allocation, Compensation. O&M Costs shall consist of two components: `fixed
costs' and `variable costs'. Fixed costs are those O&M Costs that benefit the JTM Facilities and
are incurred regardless of actual capacity use by the Parties. Fixed costs shall be allocated among
the Parties and be paid by each Party based on the Capacity -Owner Percentage (JTM ) set forth in
Table 3, or the Total Storage Capacity (Bradt Reservoir) set forth in column five of Table 2.
Variable costs are those O&M Costs not otherwise defined as fixed costs, and shall be allocated
and paid by each Party in proportion to its actual water use. Each Party shall pay the Designated
Operator as compensation for the Designated Operator's services hereunder its share of the O&M
Costs in accordance with the procedure in Section 4.3.
4.3 Payment of Operations and Maintenance Costs. The Designated Operator shall
bill each Parry on or about the first day of each month in advance for its share of estimated O&M
Costs based on approved budget estimates, as adjusted by the most current operational
experience (in the case of variable costs). Each Party agrees to remit such amount within thirty
(30) days of the date of such billing or to pay, in addition, simple interest at the rate of 10% per
annum on the unpaid balance until receipt of the balance by the Designated Operator. Any Party
disputing the correctness of any billing by the Designated Operator agrees to pay the billing
under protest and such payment will be without prejudice to the rights of such Party to continue
protesting said billing. If the dispute is subsequently resolved in favor of such Party, the
Designated Operator agrees to refund the disputed amount owed to the Party along with interest
at the LAIF Rate from the date of payment to the date of refund of such amount.
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0
V. CAPITAL IMPROVEMENT/MAJOR REPAIR COSTS
9
5.1 Capital Improvement Costs Defined. Capital Improvement Costs are defined to
mean all necessary capital improvements, repairs (including major repairs discussed below),
adjustments and replacements to the JTM Facilities in excess of $50,000, including
Administrative Costs in connection therewith. Capital Improvement Costs will be paid by each
Party in proportion to its Capacity -Owner Percentage in each reach or section of the JTM, as set
forth in Table 1 above; and with respect to the Bradt Reservoir, by each Party in proportion to its
Total Storage Capacity Percentage as set forth in column five of Table 2. These costs, other than
those costs considered to be for "major" repairs as set forth below in Section 5.2, will be paid in
accordance with the procedure set forth in Section 5.2.
5.2 Major Repairs. In the event of the necessity for major repairs to preserve
continuous operation of the JTM, or the Bradt Reservoir as applicable, the Designated Operator
shall immediately convene a meeting of the Committee, or, if no such meeting is feasible, contact
each of the Parties to this Agreement for approval of such repairs. If, after a reasonable time, the
Parties, or any of them, fail to approve such major repairs, the Designated Operator is authorized
to have such repairs made in order to preserve the continuous operation of the JTM Facilities,
and each Party shall be liable for its share of the costs for such major repairs in proportion to its
Capacity -Owner Percentage in each section or reach of the JTM (See Table 1), or if applicable, in
proportion to the Total Storage Capacity Percentage in the Bradt Reservoir (See Table 2, column
five).
The Capital Improvement Costs and major repair costs may be billed to the Parties by the
Designated Operator in one lump sum, prior to awarding any contracts for such improvements or
repairs, or on a monthly basis to coincide with progress payment schedules, at the Designated
Operator's discretion. The Parties shall remit their share of the costs for Capital
Improvement/major repairs to the Designated Operator within thirty (30) days of receipt of
billing for such amounts. The Designated Operator shall account for all earnings on Capital
Improvement/major repair deposit amounts in accordance with Section VI below.
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0
VI. BUDGETS: ACCOUNTING
9
6.1 Annual Budeet. The Designated Operator shall prepare and submit an annual
budget to the Committee for its review, and thereafter (but no later than May 1) to each of the
Parties for their review and approval. The budget shall estimate expenditures necessary for the
O&M Costs, including Administrative Costs, and Capital Improvement Costs (inclusive of major
repair costs). The budget shall be prepared in sufficient detail to constitute an operating outline
of expenditures to be made during the ensuing fiscal year and the contributions to be made by the
Parties. Each budget shall be approved by the Committee, subject to ratification by the
governing bodies of the Parties. Until such time as the ratification process has been completed,
the budget shall constitute a proposed budget.
6.2 Budget Approval Process. Each Party reserves the right to approve proposed
budgets, but only to the extent that a budget may impose any financial responsibility on such
Party. Such approval shall be evidenced by a certified copy of the resolution or minute order of
the governing body of each Party, delivered to the Designated Operator.
If a Party fails or refuses to approve any budget, the budget shall be returned to the
Committee for re -study and revision. In the event a budget acceptable to all of the Parties
financially responsible thereunder is not obtained prior to the start of a fiscal year, the Designated
Operator may continue to operate at the level of expenditure authorized by the last approved
budget and the Parties shall be obligated to contribute their pro rata portion of the funding to the
Designated Operator.
6.3 Budget Deposits. Each Party shall appropriate and deliver to the Designated
Operator its proportionate share of the budget funds for O & M Costs, including Administrative
Costs, on a monthly basis during the fiscal year, and within thirty (30) days after receipt of a
billing therefor from the Designated Operator (see Section 4.3). Late deposit of such funds or
payments for such costs shall bear interest at the LAIF Rate. Capital Improvement Costs and
major repair costs under Section V of this Agreement shall be paid in accordance with the terms
thereof.
B A W & G/PBG/ktn/59073.3
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6.4 Restricted Account. Funds appropriated by each Party and deposited with the
Designated Operator pursuant to this Agreement shall be expended only for the purposes
expressed in this Agreement and in the budget. Funds shall be deposited in restricted, interest-
bearing accounts corresponding to each category of costs designated herein (e.g., O & M,
Administrative, Capital Improvement and major repair Costs, and reserves (if any), as described
in this Agreement), administered by the Designated Operator.
VII. REPORTING REQUIREMENTS
7.1 Books: Fiscal Year: Audit. The Designated Operator shall maintain full and
accurate books and accounts in accordance with the practices established by, or that are
consistent with, those utilized by the Controller of the State of California for public agencies.
Such books and accounts shall be maintained on the basis of a fiscal year, commencing July 1
and ending on June 30. The books and accounts shall be audited annually by an independent
certified public accountant and copies of each such audit report shall be delivered to each of the
Parties no later than fifteen (15) days after receipt of the audit by the Designated Operator. In
addition, any Party shall have the right, at its sole cost and expense, to audit such books and
accounts at any reasonable time.
Any amounts remaining on deposit at the end of the audit shall be credited to the account
of the Party(ies) making such deposits for the subsequent fiscal year budget deposits; provided, at
the request of any Party, such excess deposit amounts shall be returned to the requesting Party.
7.2 Reports. Throughout the term of this Agreement, the Designated Operator shall
provide the following written reports:
(a) Annual Activities Report. Not later than the sixtieth (60th) day after the
end of each fiscal year, the Designated Operator shall submit a written report to the Committee
that includes, but is not limited to, a summary of the year's maintenance activities, repairs,
replacements and improvements.
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0
1]
(b) Annual Audit Report. See Section 7.1 above.
(c) Periodic Reports. From time to time, the Designated Operator shall
provide the Parties with such other reports as may be reasonably requested by the Committee.
VIII. INSURANCE/INDEMNITY
8.1 Operations Insurance. With respect to the JTM Facilities, the Designated
Operator shall at the Parties' expense furnish and maintain throughout the term of this
Agreement comprehensive or commercial general liability insurance, including personal injury
and property damage (fire, flood, other standard perils; exclusive of earthquake) and automobile
liability insurance with the same limits, deductibles/self-insured retention and terms and
conditions as the Designated Operator has in force for its other operations with respect to the
Joint Transmission Main Facilities. The cost of such insurance shall be considered a fixed
Administrative Cost, and allocated among the Parties based on JTM Capacity -Owner Percentage:
System -Wide (See Table 3, above); provided, only costs incurred by the Designated Operator for
insurance coverage with respect to the JTM Facilities which exceed amounts otherwise payable
by the Designated Operator for insurance in force for its other operations shall be so allocated
and paid by the Parties. The Parties and their respective officers, directors, employees and agents
shall be additional named insureds under the policy or policies of such insurance.
8.2 Indemnification. The Designated Operator shall not be liable to the other Parties
for any physical damage caused to any portion or reach of the JTM Facilities or for any monetary
damage if such physical or monetary damage is caused by earthquake, flood, fire, explosion, riot,
revolution, civil disturbance, war, other acts of God, or other causes beyond the control of the
Designated Operator. Additionally, the Designated Operator shall not be liable or responsible to
the other Parties or any third party for any other damages caused by or in connection with the
Designated Operator's actions hereunder or in connection with the operation of the JTM
Facilities performed by the Designated Operator, except, however, the Designated Operator shall
defend and indemnify each of the other Parties hereto, along with each Party's officers, directors,
BAW&G/PBGAMV59073.3
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0
0
employees, and agents, against, and assume and pay all costs of the other Parties resulting from,
claims or damages resulting from the gross negligence. or the willful misconduct of the
Designated Operator or its agents and/or employees. Should the Designated Operator not comply
with any provision of this Agreement due to its gross negligence or willful misconduct, the
Designated Operator shall defend and indemnify, and assume and pay all costs of the other
Parties resulting therefrom, if not otherwise paid by insurance proceeds of policies provided
pursuant to Sections 8. 1, including but not limited to the costs of repair, personal or property
damage resulting therefrom, as well as any fines levied against the Designated Operator or the
other Parties by any local, state, or federal governmental regulatory agency. Any such amounts
may be deducted from the Designated Operator's compensation for operation services hereunder
if not otherwise paid from insurance proceeds. All costs for which the Designated Operator has
no indemnity obligation pursuant to this Section 82 shall be apportioned among the Parties
(including the Designated Operator) based on the JTM Capacity -Owner Percentage: System -
Wide (See Table 3) or Total Storage Capacity Percentage (Bradt Reservoir), as applicable.
IX. EFFECTIVE DATE
9.1 Effective Date. This Agreement will be deemed to be executed and effective one
day prior to the effective date of LAFCO Reorganization No. R099-07 (the "Effective Date"). In
the event LAFCO Reorganization No. R099-07 is not completed on or before December 31,
2000, this Agreement shall be deemed null and void by all Parties hereto and the 1977
Agreement will remain fully operative.
9.2 1977 Aereement. The 1977 Agreement is superseded in its entirety by this
Agreement as of the Effective Date.
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0
X. GENERAL
10.1 Assignment. Neither this Agreement nor any duties or obligations of the
Designated Operator hereunder shall be assigned by the Designated Operator. Subject to this
provision regarding assignment, this Agreement shall be binding on the successors and/or assigns
of the respective Parties.
10.2 Further Acts. Each Party to this Agreement agrees to execute and deliver all
documents and perform all further acts that may be reasonably necessary to carry out the
provisions of this Agreement.
10.3 Amendments. This writing constitdtes the entire agreement between and among
the Parties. No modification of this Agreement shall be valid, unless in writing and signed by the
Parties.
10.4 Attorneys Fees. In the event an action is commenced by any Party to this
Agreement to enforce or construe its rights or obligations arising from this Agreement, the
prevailing Party in such action, in addition to any other relief and recovery awarded by the court,
shall be entitled to recover all reasonable costs plus a reasonable amount for attorneys' fees.
10.5 Notice. Any notice provided for herein shall be given in writing and transmitted
by personal delivery or prepaid first class mail, addressed as follows, which address may be
changed from time to time upon direction of the Parties:
TRI -CITIES MUNICIPAL WATER
DISTRICT
MOULTON NIGUEL WATER
DISTRICT
BAW &G/PBG/ktN59073.3
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23
Tri -Cities Municipal Water District
851 Calle Agua
San Clemente, California 92672
Attn: General Manager
Moulton Niguel Water District
27500 La Paz Road
Laguna Niguel, California 92677
Attn: General Manager
IRVINE RANCH WATER DISTRICT Irvine Ranch Water District
15600 Sand Canyon Avenue
Post Office Box 57000
Irvine, California 92619-7000
Attn: General Manager
CAPISTRANO VALLEY WATER
DISTRICT/SJC
EL TORO WATER DISTRICT
CITY OF SAN CLEMENTE
SOUTH COAST WATER
DISTRICT
Capistrano Valley Water District/
City of San Juan Capistrano
32450 Paseo Adelanto
Post Office Box 967
San Juan Capistrano, California 92693
Attn: Director Public Works
El Toro Water District
24251 Los Alisos Blvd.
Post Office Box 4000
Laguna Hills, CA 92654
Attn: General Manager
City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: Director of Public Works
South Coast Water District
31592 West Street
Laguna Beach, CA 92651
Attn: General Manager
10.6 Arbitration Provision. Any controversy or claim between any two or more Parties
to this Agreement, in respect to the JTM Facilities operations, or to any claims, disputes,
demands, differences, controversies, or misunderstandings arising under, out of, or in relation to
this Agreement, or any breach thereof, shall be submitted to and determined by arbitration. To
the extent not inconsistent herewith, the rules of the American Arbitration Association shall .
apply. The Parry desiring to initiate arbitration shall give notice of its intention to arbitrate to
every other Party to this Agreement. Such notice shall designate as "respondents" such other
parties as the initiating Party intends to have bound by any award made therein. Any Party not so
designated but which desires to join in the arbitration may, within ten (10) days of service upon it
of such notice, file a response indicating its intention to join in and to be bound by the results of
the arbitration, and further designating any other parties it wishes to name as a respondent.
BA W &G/PBG/km/59093.3
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0
9
Within twenty (20) days of the service of the initial demand for arbitration, the American
Arbitration Association, hereinafter referred to as "AAA" shall submit simultaneously to the
initiating Parry and to all parties named as respondents or filing a response therein, an identical
list of names of persons chosen from the AAA National Panel of Arbitrators which persons shall
be, to the extent possible, persons versed in the field of public water systems as well as general
public law. Each Party to the dispute shall have fifteen (15) days from the mailing date in which
to cross -off any names to which it objects, number the remaining names indicating the order of
its preference, and return the list to the AAA. If a Party does not return the list within the time
specified, all persons named therein shall be deemed acceptable. From among the persons who
have been approved on both lists, in accordance with the designated order of mutual preference,
the AAA shall invite the acceptance of an arbitrator to serve. If the Parties fail to agree upon one
of the persons named, or if an acceptable arbitrator is unable to act, or if for any other reason the
appointment cannot be made from the submitted list, the AAA shall have the power to make the
appointment of the arbitrator from other members of the panel without the submission of any
additional list.
The arbitrator shall determine the rights of the parties in accordance with the law, and the
award shall be subject to review as to the arbitrator's application of the law by any court having
jurisdiction thereof, whether or not any mistake of law shall appear upon the face of the award.
As to all questions of facts, however, the determination of the arbitrator shall be binding upon all
parties and shall be final. Any Party shall be entitled to written findings of fact and conclusions
of law as to all issues determined by the award. Subject to the above limitations, the award shall
be binding upon all parties to the arbitration and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
The arbitrator may, in his discretion, as part of the arbitration award impose upon any one
Party or allocate among two or more of the parties, the liability for the arbitration fees and
expenses. Such allocable fees may include the administration fees, fees for second and
subsequent hearings, postponement fees and overtime fees. Allocable expenses may include the
expenses of producing witnesses, the cost of stenographic records, the cost of any transcripts,
travel expenses of the arbitrator and tribunal administrator, the expenses of any witnesses, the
BA W &G/PB G/km/59073.3
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0
costs of any proofs produced at the direct request of the arbitrator, and any other expenses
relating directly to the arbitration. In the event of the failure of the arbitrator to provide for the
allocation of such fees and expense, the arbitration fees shall be divided equally between the
parties and the expenses shall be borne by the Party incurring them.
10.7 Severance. If any section, subsection, sentence or clause or phrase of this
Agreement, or the application thereof, to any of the Parties or any other person or circumstances
is for any reason held invalid, the validity of the remainder of the Agreement, or the application
of such provision to the other Parties, or to any other persons or circumstances, shall not be
affected thereby. Each of the Parties declares that it would have entered into this Agreement, and
each section, subsection, sentence, clause or phrase thereto, irrespective of the fact that one or
more sections, subsections, sentences, clauses or phrases, or the application thereof, to any Party
or any other person or circumstance be held invalid.
10.8 Integration; Attachments. This Agreement constitutes the entire Agreement and
supersedes all prior Agreement and understandings, both written and oral, among the Parties with
respect to the subject matter hereof. The Exhibits attached hereto are incorporated into this
Agreement.
10.9 Recitals/Calendar Days. The Parties agree the Recitals of this Agreement are true
and correct, and are incorporated as part of this Agreement. All references to the term "days" in
this Agreement unless otherwise specified shall mean calendar days.
10.10 Waiver. No waiver of any default by a Party or the Parties shall constitute a
waiver of any other default or breach, whether of the same or other covenant or condition.
10.11 No Third Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties under this Agreement.
BAW&G/PBG/knV59073.3
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0
0 •
10. 12 Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California. Any lawsuit brought in connection with
this Agreement shall be brought in the appropriate court in the County of Orange, California.
10.13 Counterparts. This Agreement maybe signed in counterparts, each of which shall
constitute an original and which collectively shall constitute one instrument.
BA W &G/PBG/km/59073.3
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0
IN WITNESS WHEREOF. the Parties have caused this Agreement to be executed as of
the day and year first written above.
TRI -CITIES MUNICIPAL WATER DISTRICT
Dated: ADC -7 By: l/l�Gi
�— Pre dent. Board of Directors
Bv:
�.
Secretarv. Board of Directors
-//// '. �MOULTON NIGUEL WATER DISTRICT
Dated: FXG.LCL �S�2B _
President. Board of Direclog
Bv:,
wvR,414i�
e etarv, Board of Directors
IRVINE RANCH WATER DISTRICT
Dated: By
Presid nt. Board of Directors
M
Secretarv. Board of Directors
CAPISTRANO VALLEY WATER DISTRICT
Dated:% l g/2000 By: a& ,Yj 6,=1
ChairVIn. Boar of 13irectors
Attest:
Clerk
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0
0
EL TORO WATER DISTRICT
Dated:
By:
Presid and*oTDir6ctoBv:Secretary. Board
CITY OF SAN CLEMENTE
Dated: 3 '/ S Bv:?, — 1 P�
Mayor
Attest:
City rk
SOUTH COAST WATER DISTRICT
Dated: 'Y qt By: —Li4tz
President. Board of Directors
Secretary, Board of Directors
BAW&G/PBG/knV59073.3
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0 0
Exhibit "A"
Alignment of Joint Transmission Main
[to be provided by Tri -Cities]
BAW&G/PBG/knV59073.3
12004 0 8.1 -01/03/00 - Execution Copy
A
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.
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4OUTH COUNTY PIPELINE/
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'NATER IMPORTATION PIPELINE
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--"----- A'LLEN-MCCOLLOCH PIPELINE
TRI-CITIES TRANSMISSION MAIN~�--
"IFDENKAMP TRANSMISSION MAIN
J
-N1]P COUNTY PEEnER
UNINHABITED CAMP
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_ ''-:4M.,,= .,,'OIIni'v =EEJEP NO
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❑ RESERVOIR
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EXHIBIT A
L
BAW &.GfPBGfknV59073.3
12004 0 8.1 - 01/03/00 - Execution Copy
Exhibit "B"
Equipment Assets
(JTM)
[to be provided by Tri -Cities]
n
u
TRI -CITIES MWD INVENTORY LIST
ADMINISTRATIVE OFFICE
0
JTM/Local
Description
Quantity
Total $ Value
JTM
Mapping Displays
8
800
JTM
Toshiba 2860 Copier
1
9,495
JTM
Toshiba TF831 Fax
1
2,395
JTM
5 -drawer file cabinet
2
800
JTM
2 -drawer file cabinet
5
1200
JTM
14" color TV/VCR
1
200
JTM
wooden book shelves
2
75
JTM
conference table
1
400
JTM
executive chairs
9
225
JTM
low backed side chairs
10
150
JTM
computer/desk chairs
2
300
JTM
binding machine
1
150
JTM
automated 3 -hole punch
1
100
JTM
American & California flag, le and stand
2
200
JTM
3 -piece workstation
2
300
JTM
paper printing calculator
1
75
JTM
electronic calculators
2
50
JTM
Lucent phone 3 -line phones
3
200
JTM
Pitney Bowes postage machine
1
1000
JTM
Overhead projector & screen
1
400
JTM
Sony Cassette tape recorder & transcriber
1
700
JTM
Brother label maker
1
50
JTM
Shredder
1
30
JTM
IBM Selectric Typewriter
1
500
JTM
Hewlett Packard 855C laser printer
1
1000
JTM
Hewlett Packard Laserjet 4M Plus printer
1
600
JTM
Epson 900 colored printer
1
500
JTM
HP Netserverwith components
1
1350
JTM
Netserver racks
1
1000
JTM
Computer with accessories
3
3700
JTM
Miscellaneous stand alone tables
2
150
JTM
Computer table
1
60
JTM
Storge cabinets: mailing supplies, 1 staid
presentation materials, office supplies,
laser cartridges, toner, coffee supplies, etc.
2
2000
JTM
1Eresentation easel
1
75
JTM
Mini refrigerator
1
100
JTM
lFire extinguisher
1
100
EXHIBIT B
lindalspreadsheetslinvenloryt
Feb. 1999
0
TRI -CITIES MWD INVENTORY LIST
GARAGE
JTM/Local
Description
Quantity
Total it Value
Load
36" ductile iron flex couplings
2
700
Local
24" ductile iron flex couplings
2
500
Local
24" damp couplings
2
100
Local
15" damp couplings
1
500
Local
6" diameter 28" steel coupling
1
250
Local
6" diameter 26" steel coupling
1
250
Local
6" diameter 25" steel coupling
1
250
Local
6" diameter 18" steel coupling
1
250
Local
4" diameter 8" steel coupling
2
250
Local
8" butterfly valve
1
500
JTM
SCBA Scotts packs
2
350
JTM
SCBA Lifeair packs
1
150
JTM
6" gate valve
1
400
Load
4" gate valve
3
800
Local
10" water specialties turbine meter
1
1000
JTM
3" Homlite trash pump
1
1000
JTM
20" Zn anode bricks
5
500
JTM
2" air vac
3
200
JTM
Bristol chart recorder
1
250
JTM
Kubota AV3800 genefator
1
1000
JTM
2" submersible pump
1
500
JTM
industrial scientific TMX 412 gas detectors
2
1500
JTM
Metrotech 850, 8 watt radio pipe locator
1
3000
JTM
Ford F250 4WD truck w/hoist & tool rack, tools
1
14,600
JTM
99 Chevy 4x4 extended cab truck w/tooi rack, tools
1
25,100
JTM
97 GMC Blazer
1
21,000
JTM
Trash Pump attachment hose
1
200
JTM
Pro -charger 900 Jumpistarters stem
1
175
JTM
1.5" fire hose
50 It
1,000
JTM
Dewait drill/driver kit
1
250
JTM
Manhole guard rail w/sign
1
300
JTM
Manhole cover hook
3
50
JTM
16" M2500 Mag Meter w/108 converter
1
6000
JTM
Commercial shelving w/ladder
3000
JTM
Fire extinguisher
1
100
JTM
First aid kits in vehicles
3
1 125
lindalspreadsheetYnventor)2
TRI -CITIES MWD INVENTORY LIST
FIELD OFFICE
JTMRocal
Description
Quantity
Total SS Value
JTM
TC Whisper Writer
1
200
JTM
OL400e Okidata laser writer
1
500
JTM
HP LaserJet III Printer
1
500
JTM
Foldout conference table
1
50
JTM
14" color TV/VCR
1
200
JTM
40"x30" flat sheet file cabinets
3
400
JTM
Hach 2100P turbidity meter
1
500
JTM
Hach totals chlorine test
1
500
JTM
Hach chlorine test kit
1
500
JTM
Hach CO 150 conductivity meter
1
500
JTM
Hach EC10 portable pH meter
1
500
JTM
Micronet water meter data collector w/wand
1
4500
JTM
5' standard filing cabinets
3
800
JTM
RCA refrigerator
1
500
JTM
Small office desk
2
300
JTM
Large office desk
1
500
JTM
Com titer desk
1
600
JTM
Computer chairs
3
350
JTM
Commercial shelving/desk/chair
2800
JTM
Nextel mobile phones
3
1,500
JTM
Hard -wired 2 -way radios in vehicles
3
1,500
JTM
Lucent 3 -line phones
3
300
JTM
SCADA System (computers, components)
System—
30,000
JTM
HPLase 'et 4000 printer
1,000
JTM
Panasonic 3000 LE series Printer
500
Includes Micron laptop and Toshiba laptop
lindalspreadsheets(mventory3
Feb. 1999
0
TRI -CITIES MWD INVENTORY LIST
YARD
JTM/Local
Desai ion
Quantity
$$ Value
JTM
42" ccp steel concrete cylinder
135 ft
300
JTM
39" cep
50 It
200
JTM
45" ccp
25 It
300
JTM
36" CCP
105 It
200
Local
30" ccp
47 It
200
Local
27" ccp
40 ft
200
Local
18" ccp
14 It
100
Local
24" di ductile iron i
36 It
50
JTM
36" dip
36 ft
75
Local
8" dip
18 ft
25
Local
24" ac asbestos cement pipe)
110 ft
50
Local
20" acp
48 ft
35
Local
18" acp
4 ft
25
Local
14" acp
loft
20
Local
12" acp
16 It
20
Local
8" acp
41 It
20
Local
24" acp couplings
10
300
Local
20" acp couplings
7
300
Local
14"acp couplings
4
200
Local
8"a cou lin 5
8
50
Local
4" rockwell lug valve
1
500
JTM
IChlodnes cialities chlorine repair kit B
1
1500
fi ftWeadsheetsrinvertory4
Feb. 1999
• - •
Exhibit "C"
Certification of Designated Operator
"By execution of this Certificate, the following as an authorized representative of
( South Coast Water District ] warrants and represents that by approval of its governing
body on March 2, 20,00 accepts [public agency]'s appointment as the `Designated
Operator' under and pursuant to that certain agreement entitled "Amended and Restated Joint
Exercise of Powers Agreement to Operate and Maintain the Joint Transmission Main Facilities",
effective February 28, 2000 (the "Joint Powers Agreement"). [ South Coast WAter District
] expressly acknowledges and assumes the rights, duties and obligations of the Designated
Operator specified in the Joint Powers Agreement, including, but not limited to, the indemnity
obligation set forth in Section 8.2 of the Joint Powers Agreement. This acceptance and
assumption is effective as of the 30 thday of March , 2000 .
Public Agency
By: /' ujw' � U�-ey—
Authorized Representative
Dated: i }7�i/t C 5'% )-0 d
BA W &G/PSGR:rtJ59073.3
12004 0 6.1 - 01/03/00 - Execution Copy
SOUTH COAST
February 18, 2003
WATER DISTRICT
Ms. Michelle Perea
Administrative Secretary
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Dear Ms. Perea:
0
Providing Quality Water and Wastewater Services to the Coastal Communities
Enclosed is a copy of the fully executed Amended JPA Agreement as requested by Eric
Bauman.
If you have any questions, please do not hesitate to contact us.
Sincerely,
Linda Lazar
Administrative Secretary
Mailing Address: P.O. Box 30205, Laguna Niguel, CA 92607.0205
Street Address: 31592 West Street, Laguna Beach, CA 92651
Fax: (949) 499-4256 Phone: (949) 499-4555
LAW OFFICES OF •
WOODRUFF, SPRADLIl# SMART
A PROFESSIONAL CORPORATION
FROM: Thomas L. Woodruff
DATE: March 28, 2000
RE: Amended and Restated Joint Exercise of Powers Agreement to
Operate and Maintain the Joint Transmission Main Facilities
I am enclosing the execution page of the above Agreement signed by Moulton
Niguel Water District. Also enclosed is a copy of a letter I received from Attorney Pat
Giannone, forwarding the correct and final version of the Agreement. Her concern is
that all the Parties might not have this, but rather an earlier version. I would ask that
you substitute the Agreement you have with the attached, so that all Agencies conform.
•THOMAS L. WOODRUFF
TLW:pj
Enclosures
cc: Agency Counsel
a
-o
a
c.
MEMORANDUM
rn
C"
M
TO: Tri -Cities Municipal Water District
-
_T
�+
Irvine Ranch Water District
r
tv
m
Capistrano Valley Water District
EI Toro Water District
o
City of San Clemente
South Coast Water District
FROM: Thomas L. Woodruff
DATE: March 28, 2000
RE: Amended and Restated Joint Exercise of Powers Agreement to
Operate and Maintain the Joint Transmission Main Facilities
I am enclosing the execution page of the above Agreement signed by Moulton
Niguel Water District. Also enclosed is a copy of a letter I received from Attorney Pat
Giannone, forwarding the correct and final version of the Agreement. Her concern is
that all the Parties might not have this, but rather an earlier version. I would ask that
you substitute the Agreement you have with the attached, so that all Agencies conform.
•THOMAS L. WOODRUFF
TLW:pj
Enclosures
cc: Agency Counsel
LAW OFFICES OF •
WOODRUFF, SPRADLIO SMART
A PROFESSIONAL CORPORATION
RECEIVED
Mae f 111 2 ss PM 100
CITY CLERK
DEPARTMENT
CITY sAN
MEMORANDUM JUAN CAPITR, NO
TO: Tri -Cities Municipal Water District
Moulton Niguel Water District
Irvine Ranch Water District
Capistrano Valley Water District
City of San Clemente
South Coast Water District
FROM: Thomas L. Woodruff
DATE: March 13, 2000
RE: Amended and Restated Joint Exercise of Powers Agreement
to Operate and Maintain the Joint Transmission Main
I have received this date the execution page (Page 29) of the Joint Transmission
Main Agreement, on behalf of the EI Toro Water District, and enclose herewith an
original thereof to be attached to each of your Agreements.
THOMAS L. WOODRUFF
TLW:PI
cc: Agency Counsel
D. Adkinson, Esq.
R. Rockwell, Esq.
Clerk, EI Toro Water District
BRIE, ARNESON, WILES & • NNONE
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ATTORNEYS AT LAW
ALEXANDER BOWIE"
JOAN C. ARNESON
WENDY H. WILES°
PATRICIA B. GIANNONE
ROBERT E. ANSLOW
DANIEL J. PAYNE
BRIAN W. SMITH
JULIA D. RICE
LEONTE MULVIHILL
THOMAS A. MILLER
BRIAN H. GUNN
TIFFANY J. ISRAEL
-A PROFESSIONAL CORPORATION
Mr. Tom Woodruff
Woodruff, Spradlin & Smart
701 South Parker
Suite 7000
Orange, CA 92868
4920 CAMPUS DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(949) 8511300
3403 TENTH STREET, SUITE 715
RIVERSIDE, CALIFORNIA 92501
(909)222-2750
27201 TOURNEY ROAD, SUITE 200B
VALENCIA, CALIFORNIA 91355
(661) 284-2508
March 17, 2000
(800) 4236054
FAX (949) 851-2014
RESMN TO NTWVORT BEACH
REF, OUR MIX
12004.01
V
(NIW
'i�(/6✓� J
,,'',r 11
Re: "Amended and Restated Joint Exercise of Powers Agreement to Operate and
Maintain the Joint Transmission Main Facilities"
Dear Tom:
Enclosed please find six (6) original signature pages executed by MNWD. These are in
addition to the prior three original signature pages MNWD previously forwarded to Tri Cities'
attention. I have also enclosed the final version of the JPA Agreement, which made those
changes to Table 2 and the title of the Agreement that I noted to you in my fax memo to you
dated February 29, 2000. Our only concern at this point is that all parties receive the enclosed
version of the final agreement, and not the one previously circulated by your cover memo dated
February 28, 2000.
Could your office please call us and let me know whether we need to recirculate the final
document with those two changes included, to all the parties? I know that MNWD has not
received a follow-up copy with those changes noted from your office to date; they do however,
BAW&G/PG/sb/64712
BOWIE, ARNESO11 , WILES & GIANNONE
Tom Woodruff
Woodruff, Spradlin & Smart
March 17, 2000
Page 2
have a copy that I provided them. We had offered to Tri Cities to circulate the execution copies
for signature in the past, and are still available to assist if anyone wishes us to do that - just let
me know.
Sincerely,
BOWIE, ARNESON,
WILES & GIANNONE
Patricia B. Giannone
PBG:sb
Enclosures
cc: John Wiper (MNWD)
BAW&G/PG/sb/64712
0
Capistrano Talley- `Water District
January 25, 2000
Tri -Cities Municipal Water District
851 Calle Agua
San Clemente, California 92672
Attention General Manager
Re: Amended and Restated Joint Exercise of Powers Agreement
At their meeting of January 18, 2000, the Capistrano Valley Water District Board of
Directors approved the "Amended and Restated Joint Exercise of Powers
Agreement To Operate and Maintain the Tri -Cities Joint Transmission Main." The
Board also took action to appoint the Water Services Manager, Lonnie Curtis, as
the representative to the Tri -Cities Transmission Main Administrative Committee.
A copy of the agreement signed by the District is enclosed. Once is has been
signed by all parties involved, please forward a copy to the Water District, attention
Clerk of the Board.
Thank you for your cooperation.
Very truly yours,
Cheryl Johnson
Clerk of the Board
Enclosure
P.O. Box %7, San Juan Capistrano, California 92693 ° Phone 714-493-1515
32450 Paseo Adelanto • San Juan Capistrano, California 92675
FAX 714-4933955
LJ
AYES: Directors Swerdlin, Greiner and Campbell and Chairman Hart
NOES: None
ABSENT: None
APPROVAL OF CAPISTRANO VALLEY WATER DISTRICT MINUTES
The Minutes of the Special Meeting of December 14, 1999, were approved as
submitted.
::>2. APPROVAL OF AMENDED AND RESTATED JOINT EXERCISE OF
POWERS AGREEMENT TO OPERATE AND MAINTAIN THE TRI -CITIES
JOINT TRANSMISSION MAIN (600.70)
A,
As set forth in the Report dated January 18, 2000, from the Public Works Director,
the Amended and Restated Joint Exercise of Powers Agreement to Operate and
Maintain the Tri -Cities Joint Transmission main was approved; the Water Services
Manager was appointed as representative to the Tri -Cities Transmission Main
Administrative Committee.
BOARD ACTIONS
APPROVAL OF A PROPOSED NEGATIVE DECLARATION AND
ADOPTION OF THE PROPOSED NON-DOMESTIC WATER MASTER
PLAN (1050.30)
Written Communications:
1. Report dated January 18, 2000, from the Public Works Director, forwarding
the Non -Domestic Water Master Plan. The Report described the District's
non-domestic water system and alternative sources of non-domestic water,
and advised that the system was insufficient to meet additional future
demands without construction of significant improvements. Funding for
implementation of the Non -Domestic Water Master Plan will be presented at
a future meeting. Adoption of the Non -Domestic Water Master Plan and its
corresponding negative declaration would allow the District to remain eligible
to receive the $9.5 million offered in the Metropolitan Water District's Local
Resources Program Grant.
2. Memorandum dated January 17, 2000, from the Public Works Director,
forwarding a revision to Item No. 4 of the resolution approving the Master
Plan,
Amy Amirani, Public Works Director, made an oral presentation highlighting various
specifics of the proposed Non -Domestic Water Master Plan.
CVWD Minutes -2- 1/18/00
i
AGENDA ITEM January 18, 2000
To: George Scarborough, General Manager
From: Amy Amirani, Public Works Director
Subject: Consideration of Amended and Restated Joint Exercise of Powers
Agreement to Operate and Maintain the Tri -Cities Joint Transmission
Main
RECOMMENDATION:
By motion: 1. Approve Amended and Restated Joint Exercise of Powers
Agreement to Operate and Maintain the Tri -Cities Joint
Transmission Main; and,
2. Appoint the Water Service Manager as representative to the Tri -
Cities Transmission Main Administrative Committee.
SITUATION:
On August 4, 1999 the Orange County Local Agency Formation Commission
(LAFCO) received a reorganization proposal from the Tri -Cities Municipal Water
District (Tri -Cities) requesting consolidation with the Coastal Municipal Water
District (Coastal). The reorganization proposal seeks to consolidate Tri -Cities
wholesale waterpowers with those of Coastal. The proposal recommends
transferring water delivery service responsibilities to South Coast Water District
(South Coast). As the "Designated Operator," South Coast would inherit Tri -Cities
outstanding debt, employees, and the majority of its assets. South Coast has
requested that LAFCO set the effective date of the reorganization February 29,
2000.
The attached Agreement, which Capistrano Valley Water District is a party,
memorializes two points of authority: 1) It amends the future administration,
operations and maintenance of the current Tri -Cities Main Facilities (pipelines,
reservoirs and appurtenant facilities) to the "Designated Operator" which will be
South Coast Water District (SCWD); and, 2) Restates for clarification of the record
the ownership capacity of the Tri -Cities Main Facilities.
Additionally, the Agreement rgquires an Administrative Committee be formed to
provide direction and oversight of the Designated Operator as well as review and
approval of an annual budget and to administer Ae agreement for the continued
efficient operation of the Tri -Cities Main Facilities. The parties to the agreement
will appoint a representative who will serve at the pleasure of the appointing Party.
The Administrative Committee will meet quarterly for the purpose of reviewing
and evaluating the management, operation, and maintenance of the Tri -Cities
Main Facilities.
FoRcmcosimmem wD
Z2
t
Agenda Item —Tri -C MWD Reorganization
Page 2 of 2
COMMISSION REVIEW AND RECOMMENDATION:
Not applicable.
FINANCIAL CONSIDERATIONS:
None.
NOTIFICATION:
Not applicable
ALTERNATIVE ACTIONS:
0 January 18, 2000
Refer this item back to staff for additional information.
RECOMMENDATION:
By motion: 1. Approve Amended and Restated Joint Exercise of Powers
Agreement to Operate and Maintain the Tri -Cities Joint
Transmission Main; and,
2. Appoint the Water Service Manager as representative to the Tri -
Cities Transmission Main Administrative Committee.
Respectfully submitted,
Amy Amirani
Public Works Director
Attachment : Joint Powers Agreement
W :\ENG\AGNCY\TCMW D\REORGANIZATION1.doc
Lonnie R. Curtis, P.E.
Water Services Manager
•
Cheryl Johnson
From: Lonnie Curtis
Sent: Monday, January 10, 2000 9:51 AM
To: Cheryl Johnson
Subject: RE: Tri -Cities Agreement
1 - Original to Tri Cities MWD
1 - Copy for CVWD files.
Lonnie
-----Original Message -----
From: Cheryl Johnson
Sent: Monday, January 10, 2000 8:31 AM
To: Lonnie Curtis
Subject: RE: Tri -Cities Agreement
Thanks. Where does it go after we sign it?
Cheyl
-----Original Message -----
From: Lonnie Curtis
Sent: Monday, January 10, 2000 7:38 AM
To: Cheryl Johnson
Subject: RE: Tri -Cities Agreement
C7
Cheryl:
A Signature page is at the end of the agreement which is to be signed by the
President of the Board.
Lonnie
-----Original Message -----
From: Cheryl Johnson
Sent: Friday, January 07, 2000 10:54 AM
To: Lonnie Curtis
Subject: Tri -Cites Agreement
Lonnie
Is the Board supposed to sign anything after the 1/18 meeting?
Cheryl