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00-0118_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 I 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 BA W &G/PBG/km/i9073.3 12004 O 8.1 • 01/03/00 - Execution Copy S® 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. JE. On September 11, 1961, MNWD, CVWDISJC'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 BAW&G/PBG/kM59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 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"). B A W &G/PBG/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 11 AGREEMENT 0 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 Pipeline Capacity Transfers to CSC. SCWD. Tri -Cities hereby transfers the cfs 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 1 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. BA W &G/PBG/AM59073.3 - 12004 0 8.1 - 01/03/00 - Execution Copy 4 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 BA W &G/PB O/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 5 14.78 6.34 2.28 43.0 2.0 15.0 5.0 A- 14.78 6.34 2.28 43.0 2.0 83.4 16.72% 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% • INJ "I" 7-7., ® V� "y" �.qslyap�L, V12 Of 1' "I I 'N �, gg�,x VI .15, N 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 MNVvrD 39.0 62,50% TOTAL MN)WD 62.4 16.0 INJ "I" 7-7., ® 4m g. 7, 77-77T, T=,j 7777T CSC 1 14.78 29.33% N4NV7D SCWD 6.34 12.58% Distribution SCWD/San Diego efs 228 4.52% SCWD/San Diego cfs N4NWD 27.0 53.57% Distribution MN)WD 16.0 40.61% Takeout INJ "I" 7-7., ® Ual 14.78 7, 77-77T, T=,j 7777T Unit 3, Reach 5 CSC 22.32% N4NV7D 'I SCVVD/San Diego cfs Second to Third SCVID Distribution 6.34 16.09% N4NWD SCWD/San Diego cfs 2.28 5.79% Distribution MN)WD 16.0 40.61% Takeout Unit 3, Reach 6 CSC Ual 14.78 52.04% Third to Fourth SCWD 6.34 22.32% N4NV7D 'I SCVVD/San Diego cfs 2.28 8.03% Distribution I MN)WD 5.0 17.61% Takeout BAW&G/PBG/knV59073.3 12004 0 9.1 - 01103100 - Execution Copy 6 0 0 1.3 Bradt Reservoir - Operational Cal)acity. 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 Rights (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 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 Joint Transmission Main Facilities, then the relevant "San 9A W &G/P6G/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 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 Edisorl/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 '.':AwG.... ...... .. ,. .... .. ... ,... J .. ...v thy; v ,.. .. - i 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 TOTAL 0 0 0 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. BAH'&G1PBG/km/59073.3 12004 0 8.1 - 01/03/00 - Exccution Copy 8 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 Parry 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 II. 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. BA W &G/PBG/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy i _ 46 (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 Capacity Ownership: Equipment Assets AllocationNoting. 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) . BAW &G/PBG/kmJ59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 10 0 TABLE 3 E EQUIPMENT ASSETSNOTING ALLOCATION 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. BA W &G/PBGlkrrJ59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 1 1 MNWD 43.13% IRWD .98% CV WD/SJC 10.01% ETWD .39% CSC 28.73% SCWD 12.33% 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. BA W &G/PBGlkrrJ59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 1 1 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 Party. 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. BA W &G/PBG/krn/i9073.3 12004 O 8.1 - 01 /03100 - Execution Copy 12 0 0 (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 applicable 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 BAW &G/PBG/kn /59073.3 12004 0 & 1 - 01/03/00 - Execution Copy 13 0 0 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 deficiency(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 cure 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 Resignation. In the event the appointment is terminated by the Committee, or the Designated Operator resigns the BA W &G/PBG/km/59073.3 12004 0 8.1 - 01103100 -Execution Copy 14 0 0 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 cart' out its responsibility in accordance with the terms and conditions of this Agreement. B A W &G/PB G/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 15 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; BAW &G/PBG/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 16 E (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 Party 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. BAw&G/PBG/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 17 V. CAPITAL IMPROVEMENT/MAJOR REPAIR COSTS 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 I 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 Mai or 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 Parry 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. BA W &G/PBG/knd59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 18 r -I L -j VI. BUDGETS: ACCOUNTING 0 6.1 Annual Budget. 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. BA W &G/PBG/km/59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 19 0 E 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 Parry 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. BAW&G/PBG/knV59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 20 0 0 (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. 1NSURANCE/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, BA W &G/PBG/knV59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 21 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. BA W &G/PBG/km/59073.3 12004 0 8.1 - 01/03/00 -Execution Copy 22 0 X. GENERAL 0 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 constittites 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 BA W &G/PBG/km/59073.3 12004 0 8.1 •01 /03/00 - Execution Copy 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 U IRVINE RANCH WATER DISTRICT CAPISTRANO VALLEY WATER DISTRICT/SJC I�� � • •�.�Gll��l_3iJI.���1 CITY OF SAN CLEMENTE SOUTH COAST WATER DISTRICT 0 Irvine Ranch Water District 15600 Sand Canyon Avenue Post Office Box 57000 Irvine, California 92619-7000 Attn: General Manager 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 EI 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 Party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other Parry 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. 13A W &G/PBG/km/59073.3 12004 0 8.1 - 01/03/00. Execution Copy 24 0 0 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 Party 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 arbitratof 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 12004 0 8.1 - 01/03/00 - Execution Copy 25 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 home 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 parry beneficiaries of any right or obligation assumed by the Parties under this Agreement. BA W &G/PBG/knV59073.3 12004 0 8.1 - 01/03/00 - Execution Copy 26 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 may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. Ill 1/I BAW&WBG/knV59073.3 12004 0 8.1 .01/03/00 -Execution Copy 27 0 0 IN WITNESS WHEREOF. the Parties have caused this Agreement to be executed as of the day and year fust written above. Dated: go C -o TRI -CITIES MUNICIPAL WATER DISTRICT B_y: Pre dent. Board rof Directors By. Secretarv. Board of Directors NIOULTON NIGUEL WATER DISTRICT Dated: / C' o-Co B President. Board of Direc Dated: 75 / / / 2 M By �ectetary, Board of Directors / IRVINE RANCH WATER DISTRICT mm Board of Directors Secretary. Board of Directors CAPISTRANO VALLEY WATER DISTRICT Dated: �� g�� 000 By: Z4zw "6� ChairvIn. Boar of l5irectors Attest: Clerk BAW&G/PBG/km/59073.3 -�8- 12004 0 8.1 - 01/03/00 - Execution Copy • 11 EL TORO WATER DISTRICT Dated: J By: l% Presid and GfDidcto Bv: Secretan-. Board of Dire 74 CITY OF SAN CLEMENTE Dated: - 3 -/ S -o o Bv:&1110 1 P\c7v � Mavor Attest: CitypIrk SOUTH COAST WATER DISTRICT Dated: ! By: 1�z '� "a-- President. Board of Directors ef Secretary, Board of Directors BAW&G/PBG/knV59073.3 12004 0 8.1 - 01/03/00 - Execution Copy -29- 0 Alignment [to be BA W &G/PBG/knd59073.3 12004 0 8.1 •01/03/00 - Execution Copy IMPORTED WATER SUPPLY SYSTEM —SOUTH COUNTY PIPELINE 'A. �ANTA —GIRITA ---------------- ic 0 I�A IlAl LEGEND i INHABITED ORANGE ;OOTH COUNTY PIPELINE/ COUNTY SERVICE AREA WATER IMPORTATION PIPELINE 4! AEN McCOLLOCH P)PEUNE 7RI-CITIES TRANSMISSION MAIN -''FnENKAMP TRANSMISSION MAIN 'IF COUNITY IPPr,Eq -CUN7V EEEr,TP NC ---------------- CITY BOUNDARIES WATER DISTRICT 130UNDARIES El RESERVOIR UNINHABITED CAMP PENDLETON SAN DIEGO SERVICE AREA TRI CITIES MUNICIPAL WATE[t DuntEcr EXHIBIT A WA7ER I'll, ALLEN-WCOLLOCH PRELINE F.- -,q- ;IWALTE S TP.GT .11TwAin 5-1A RITI —SOUTH COUNTY PIPELINE 'A. �ANTA —GIRITA ---------------- ic 0 I�A IlAl LEGEND i INHABITED ORANGE ;OOTH COUNTY PIPELINE/ COUNTY SERVICE AREA WATER IMPORTATION PIPELINE 4! AEN McCOLLOCH P)PEUNE 7RI-CITIES TRANSMISSION MAIN -''FnENKAMP TRANSMISSION MAIN 'IF COUNITY IPPr,Eq -CUN7V EEEr,TP NC ---------------- CITY BOUNDARIES WATER DISTRICT 130UNDARIES El RESERVOIR UNINHABITED CAMP PENDLETON SAN DIEGO SERVICE AREA TRI CITIES MUNICIPAL WATE[t DuntEcr EXHIBIT A 11 BAW&GlPBG/kM59073.3 12004 0 8.1 - 01/03/00 - Execution Copy [to be TRI -CITIES MWD INVENTORY LIST ADMINISTRATIVE OFFICE JTM/Local Description Quantity Total $ Value JTM Mapping Dislilays 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, ole 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 Netserver with 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 Presentation easel 1 75 JTM Mini refrigerator 1 100 JTM Fire extin uisher 1 100 EXHIBIT B lindalspreadsheets(rnentoryt Feb. 1999 TRI -CITIES MWD INVENTORY LIST GARAGE JTM/Local Desai 'on QuarAfty Total S$ Value Local 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 Load 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 Local 4" gate valve 3 800 Local 10" water specialtiesturbine 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 generator 1 1000 JTM 2" submersible pump 1 500 JTM Industrial scientific TMX 412 gas detectors 2 1500 JTM Metratech 850, 8 watt radio i locator 1 3000 JTM Ford F250 4WD truck w/hoist & tool rack, tools 1 14,600 JTM 99 Chevy 4x4 extended cab truck wltool rack, tools 1 25,100 JTM 97 GMC Blazer 1 21,000 JTM Trash Pump attachment hose 1 200 JTM Pro -charger 900 Jumptstarters stem 1 175 JTM 1.5" fire hose 50 ft 1,000 JTM Dewaft 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 3 125 linda/spreadsheets(nventory2 0 TRI -CITIES MWD INVENTORY LIST FIELD OFFICE 01 JTWI-oval 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 EC 10 portable pH meter 1 500 JTM Micronet water meter data collector wtwand 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 Computer desk 1 600 JTM Computer chairs 3 350 JTM Commercial shelvin 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 1wKWWeadsheeWinventor(3 Feb. 1999 0 TRI -CITIES MWD INVENTORY LIST YARD JTM/Local Description Quantity $$ Value JTM 42" ccp steel concrete cylinder pim 135 ft 300 JTM 39" ccp 50 ft 200 JTM 45" ccp 25 ft 300 JTM 36" CCP 105 ft 200 Local 30" ccp 47 ft 200 Local 27" ccp 40 ft 200 Local 18" cep 14 It 100 Local 24" di ductile iron i 36 ft 50 JTM 36"dip 36 It 75 Local 8" di loft 25 Local 24" a asbestos cement i 110 ft 50 Local 20" acp 48 ft 35 Local 18" acp 4 ft 25 Local 14" aGp loft 20 Local 12" acp 16 ft 20 Local 8" acp 41 ft 20 Local 24" acp couplings 10 300 Local 20" acp couplings 7 300 Local 14" acp couplings 4 200 Local 8" acp couplings 8 50 Local 4" rockwell plug valve 1 500 JTM Chlorine specialities chlorine repair kit B 1 1500 lindatspreadsheetsAmentory4 Feb. 1999 Exhibit "C" Certification of Designated Operator "By execution of this Certificate, the following as an authorized representative of f 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"). f 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: AU 1" .AvVi--ev- Authorized Representative Dated: `� Gln C j�%©� BA W &G/P8G/kM /59073.3 12004 0 9.1 - 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: n U 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: P0. Bnx 30205, Laguna Niguel, CA 92607.0205 Street Address: 31592 IX'cst Street, Laguna Beach. CA 92651 Fax: (949) 499-4256 Phone: (949) 499-4555 LAW OFFICES OF WOODRUFF, SPRADLI SMART A PROFESSIONAL CORPORATION 0 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 z m m m v 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 m MEMORANDUM c "2" TO: Tri -Cities Municipal Water District Z=" v+ Irvine Ranch Water District Capistrano Valley Water District 1 s EI Toro Water District G 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 z m m m v 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 Mak I q 2 ss PM too CITY CLERK DEPARTMENT C17Y IF -AN JUAN CAPISTF;ANO MEMORANDUM 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 DANIELJ. PAYNE BRIAN W. SMITH JULIA D. RICE LEONIE 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) 8541300 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)423-6054 FAX (949) 851-2014 RESPOND TO NEWPORT BELCH REF. OUR FlLE 12004.01 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, ARNESOIT, 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 &GIPG1Sb164712 1 G0.3 ;4, rIl 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, e�L Cheryl Johnson Clerk of the Board Enclosure P.O. Box %7, San Juan Capistrano, California 92693 1 Phone 714-493-1515 32450 Paseo Adelanto • San Juan Capistrano, California 92675 FAX 714-493-3955 0 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) /1 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 Districtto 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. AmyAmirani, Public Works Director, made an oral presentation highlighting various specifics of the proposed Non -Domestic Water Master Plan. CVWD Minutes -2- 1/18/00 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 r1quires 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. RMCWY COUNCIIII. �Z AgendaItem— Tri -C MWD Reorganization Page 2 of 2 COMMISSION REVIEW AND RECOMMENDATION: Not applicable. FINANCIAL CONSIDERATIONS: None. NOTIFICATION: Not applicable ALTERNATIVE ACTIONS: Refer this item back to staff for additional information. RECOMMENDATION: January 18, 2000 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\REORGANIZATIONt .doc Lonnie R. Curtis, P.E. Water Services Manager 0 q 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 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 -Cities Agreement Lonnie Is the Board supposed to sign anything after the 1/18 meeting? Cheryl