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HomeMy WebLinkAboutUkiah Valley Water Authority (UVWA) - JPA - FinalPage 1 of 17 JOINT EXERCISE OF POWERS AGREEMENT FOR THE UKIAH VALLEY WATER AUTHORITY THIS JOINT EXERCISE OF POWERS AGREEMENT (“Agreement”) becomes effective on the date (“Effective Date”) it is executed on behalf of the last of the Parties to do so in Ukiah, California, among the City of Ukiah, a general law municipal corporation (the “City”), Millview County Water District (“Millview”), and Redwood Valley County Water District (“Redwood”), both County Water Districts formed pursuant to Division 12 of the California Water Code, commencing with Section 30000) (collectively the “Districts,” when referring to Millview or Redwood, and the “Parties,” when referring to the Districts and the City, and individually a “Party”), all of which are organized and existing under and by virtue of the Constitution and the laws of the State of California. RECITALS: 1.The Parties are each empowered by law to acquire real property, construct, equip, staff, maintain, operate and lease public and private improved and unimproved real and personal property and related facilities, including, but not limited to, water sources and water rights, to provide water and wastewater collection and treatment services, set and collect fees for service, including connection fees and fees for permits and other purposes, and to borrow funds for said purposes. Each of the Parties is authorized and obligated to deliver a clean, safe, and reliable water supply to its customers and constituents. 2.Each of the Parties is a public agency, as defined in the Joint Exercise of Powers Act, Government Code Section 6500, et seq. (the “JEP Act”) at Government Code Section 6500, authorized and empowered to contract for the joint exercise of common powers under the JEP Act. 3.The JEP Act provides that two or more public agencies may by agreement jointly exercise any powers common to the parties to the agreement, including, but not limited to, the authority to levy a fee, assessment, or tax. Under Government Code Section 6502, it shall not be necessary that any power common to the contracting parties be exercisable by each such contracting party with respect to the geographical area in which such power is to be jointly exercised. 4.The Parties recognize the benefits to each and all of them that will result from the coordinated use of their respective water resources and water systems before or without formal annexation or consolidation of the Parties into a single agency. The Parties enter into this Agreement to immediately maximize use of their respective and collective existing resources, create cost-saving opportunities, reduce duplication, maintain local control, and continue to deliver water services at a high level of service for the benefit of their customers and constituents. 5.The Parties desire to, and by this Agreement do, create a joint powers authority pursuant to the JEP Act that is named the Ukiah Valley Water Authority (“UVWA”). 6.The Parties recognize the benefits to each and all of them that will result from the immediately combined administration, operation, and maintenance of their respective water systems as a single and integrated water system before or without formal annexation or consolidation of the Parties into a single agency. The Parties intend this Agreement in part to enable UVWA’s receipt of much-needed State funding to improve and integrate water system infrastructure across the Parties’ respective service areas. As any such funding becomes available, the Parties recognize UVWA or another local government agency will be responsible for obtaining and allocating such funds and implementing projects and improvements and integrating the Parties’ respective water systems into a Combined Water System. 7.The Parties recognize that the coordination of water resources and combination of water services as COU No. 2324-162 Page 2 of 17 provided for in this Agreement will require the City to seek changes in organization as provided for by the Cortese- Knox-Hertzberg Local Government Reorganization Act of 2000 (the “CKH Act”) and which changes in organization may need to be approved by the Mendocino Local Agency Formation Commission, and oth er local agencies. 8. The Parties desire to accomplish the aforesaid purposes by jointly exercising their common powers in the manner set forth in this Agreement. 9. The Parties have determined that the goal of this Agreement shall be to combine and coordinate the operations of their respective water systems to obtain efficiencies not otherwise available by operation as a Combined Water System in accordance with the terms of this Agreement before or without formal annexation or consolidation of the Parties into a single agency, except as the law may otherwise require, as they may otherwise subsequently agree, or as this Agreement provides otherwise. 10. Each Party shall retain ownership of its respective system as it exists on the Effective Date or as it may be modified, added to, or enlarged in the future, unless and until a change of organization affecting such ownership is approved pursuant to the CKH Act or other law, as may be required as a condition of grant funding. 11. Among the assets the Parties bring to the Combined System are water rights. Nothing in this Agreement shall be interpreted to transfer such a water right from a Party to U VWA or to another Party; any such transfers shall occur in the manner required by law. Other than as expressly addressed herein, this Agreement shall not be interpreted to require the use of a water right other than as currently permitted by law. Similarly, some assets are subject to liens for debt and other such claims. Nothing in this Agreement shall require or authorize any act in contravention of such third-party rights. However, it is the goal of this Agreement to achieve a Combined Water System and to obtain the right to serve water throughout the combined service areas of the Parties without respect to its source. 12. The approval of this Agreement is not a project subject to the California Environmental Quality Act (CEQA) because it does not require more than the operation of the Parties’ respective Water Systems to serve their existing customers and will therefore have no reasonably foreseeable impact on the environment. (State CEQA Guidelines section 15378(b)(2), (4), (5); section 15061(b)(3) [the “common sense” exemption].) However, the implementation of this Agreement will likely involve “projects” within the meaning of CEQA, such as annexations under the Cortese-Knox-Hertzberg Act, the construction of water utility infrastructure, and the amendment of water rights. It is not presently possible to accurately foresee the details of such projects and evaluation of their impacts now would be unduly speculative. Accordingly, review of the environmental impacts of such projects is therefore appropriately undertaken when those projects are proposed, and their details better known. Such review shall be informed by applicable law, including these CEQA exemptions: CEQA Guidelines sections 15301 (existing facilities), 15302 (replacement or reconstruction), 15303 (new construction or conversion of small structures), 15319 (annexations of existing facilities), and 15320 (changes in organization of local governments). AGREEMENT: Based on the foregoing Recitals, which are incorporated in this Agreement by this reference, and the terms and conditions set forth below, the Parties, for and in consideration of the mutual benefits, promises, and agreements set forth herein, AGREE as follows: Section 1. DEFINITIONS For the purposes of this Agreement, the following terms shall have the meanings indicated below unless Page 3 of 17 the context shall plainly require otherwise: “Collaborate” is defined in Section 5.B.4 below. “Combined Water System” means two or more Parties’ Water Systems and all the components thereof as may be altered, improved, constructed, or added to after the date the respective Party executes this Agreement, which have been operationally integrated in the performance of this Agreement. “Effective Date” is defined in the introductory paragraph above. “Legislative Body(ies)” means each District’s Board of Directors and the City Council of the City. “Representative” means a member of a Party’s Legislative Body appointed by that Legislative Body to serve on the Water Executive Committee. “Revenues” means any and all revenues produced by the Combined Water System and other operations authorized in this Agreement, including, but not limited to, revenues from fees and charges described in Sections 6.A.3, 6.A.4 and 6.A.5. “Services” means the City’s exercise of the joint powers conferred by this Agreement pursuant to Section 6. “Services Start Date” means the first July 1 after the Effective Date unless the City and the Water Executive Committee otherwise agree in writing. “Water Executive Committee” means the body comprised of two Representatives from each Party and the duties, authorities, and responsibilities of which as to the Combined Water System are defined in this Agreement. “Water System” means a Party’s infrastructure, components, and parts which are owned, operated, and/or used by that Party to capture, treat, deliver, and/or manage water for any use provided for by law. A description of each Party’s respective Water System as of the Effective Date is attached hereto as Exhibit A. Rolling stock and other tangibles the City uses to provide the Services do not constitute part of any other Party’s Water System. “Water System Enterprise Fund” means the fund or funds established by the City to account for receipts and expenditures, assets, and liabilities for the Combined Water System in which all such Revenues are accounted. Section 2. UVWA’s MANNER OF EXERCISE OF POWERS. A. UVWA is a public entity separate from the Parties. B. The City shall file with the Secretary of State, State Controller, and the Mendocino Local Agency Formation Commission a notice in accordance with Government Code Sections 6503.5 and 6503.6, and shall file notices, as appropriate, in accordance with Government Code Section 53051 promptly following the Effective Date and upon any amendment to this Agreement. The City shall file a further report under Government Code Section 53051 upon each change in the membership of the Water Executive Committee. C. For purposes of Government Code Section 6509, UVWA shall exercise its powers subject to the restrictions upon the manner of exercising such powers as are imposed upon the City of Ukiah, a general law city. Page 4 of 17 Section 2.1. OFFICERS, EMPLOYEES AND AGENTS; IMMUNITIES. A. Any UVWA officer, employee, or agent may also be an officer, employee, or agent of any Party with the consent of all Parties. The Water Executive Committee’s approval of the appointment or employment of such a person shall constitute a determination that the two positions are compatible. B. All privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workers’ compensation, and other benefits which apply to the activities of officers, agents, or employees of a Party when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and duties under this Agreement. C. No officer, agent, or employee directly employed by UVWA, if any, shall be deemed, by reason of that employment, to be employed by any Party or to be subject to any of the requirements of any Party. Section 2.2. LIABILITIES; PENSION LIABILITY. A. UVWA’s debts, liabilities, and obligations shall be its debts, liabilities, and obligations alone and not those of the Parties except as they may otherwise agree by written contract. B. During the effectiveness of Government Code Section 6508.2 or other law imposing liability on the Parties for unfunded liabilities due the California Public Employees’ Retirement System or another pension provider to be paid upon termination of this Agreement and dissolution of UVWA, the Parties agree that any such liability shall be apportioned among them as they shall agree in writing when a contract with Cal PERS is approved or, failing such agreement, in proportion to the rate revenue from customers within the territory of each Party in the last fiscal year for which audited financial reports exist when the determination is made. Section 2.3. EXERCISE OF JOINT POWERS. This Agreement is made pursuant to the JEP Act to permit the joint exercise of powers common to the Parties. The purpose of this Agreement is to exercise these powers jointly by managing, equipping, maintaining, and operating the Combined Water System. Such purpose will be accomplished, and common powers exercised, in the manner set forth in this Agreement. The Parties may use the designation “Ukiah Valley Water Authority” to identify the provision of the services provided under this Agreement, including those on equipment, uniforms, buildings, letterhead, phone , and other directories. All pre-existing obligations, rights, and privileges of the Parties shall continue hereunder, subject to the terms and conditions of this Agreement. Section 3. SERVICE LEVEL . Commencing on Services Start Date, the City shall provide the Services to allow efficient, coordinated operation of Combined Water System inclusive of wells, storage facilities, pump stations, treatment facilities, distribution systems, and related managerial and administrative services and water rights, to the extent and in the manner consistent with this Agreement and annual budgets approved by the Water Executive Committee. Section 4. TERM . This Agreement shall commence on the Effective Date and shall be binding upon the Parties, and shall Page 5 of 17 continue in full force and effect until such time as the Parties agree to terminate the Agreement as set forth in Sections 10 or 11, or only one Party to the Agreement remains due to annexations, other changes of organization under the CKH Act, or other reasons. A Party may withdraw from this Agreement as provided in Section 10 below. Section 5. WATER EXECUTIVE COMMITTEE. A. The Water Executive Committee shall perform the duties set forth in Section 6. B. MEETINGS OF THE WATER EXECUTIVE COMMITTEE. 1. The Water Executive Committee shall establish a schedule for its regular meetings, which must be at least monthly. The Water Executive Committee may call special meetings, as may be needed from time to time, and/or may cancel regular meetings if deemed appropriate. 2. A majority of the Water Executive Committee’s members shall constitute a quorum for the transaction of business. A majority vote of the Water Executive Committee’s members is required to take action, although a lesser number may adjourn for lack of a quorum. 3. The Water Executive Committee shall comply with the Ralph M. Brown Act, Gov. Code sections 54950, et seq. 4. For those duties of the Water Executive Committee requiring collaboration, “collaboration,” “collaborate,” or “collaborative” shall mean the meaningful and timely process of the Representatives each seeking, discussing, and carefully considering the information and views of each Party in a manner that is cognizant of all Parties’ values, reasonably attempting to reach agreement through cooperative efforts for the mutual benefit of the Parties. Collaboration among the Representatives shall be conducted in a way that is mutually respectful of each District’s authority and responsibilities as a County Water District and the City’s authority and responsibilities as a general law city, and shall consider the views of a Party as expressed by its Representatives. A Representative need not engage in dialog with Legislative Bodies other than his or her own appointing authority. C. VOTING RIGHTS. Each Party shall have two seats on the Water Executive Committee and each member of the Water Executive Committee shall have one vote, with these exceptions: 1. If a member is the sole representative of a Party at a meeting due to an absence or vacancy, he or she may cast all votes that Party is authorized to cast. 2. If a Party merges or consolidates into another, the successor agency shall acquire the votes of the merged or consolidated agency. So, for example, if a District is merged into the City, the City shall hold its own votes and the votes previously assigned that District. D. TIE VOTES. Any tie vote of the Water Executive Committee shall be resolved as provided in Section 20 below unless the Water Executive Committee otherwise directs at the meeting at which the tie vote occurs. Section 6. POWERS AND DUTIES OF THE WATER EXECUTIVE COMMITTEE. A. DUTIES. The Water Executive Committee shall be the governing body of UVWA. The Water Executive Committee shall take any and all actions within the authorities specified in this Agreement which are necessary and appropriate to implement the purposes of this Agreement, including, but not limited to, any or all of the following: 1. To prepare and adopt budgets for the Water System Enterprise Fund in accordance with all applicable Page 6 of 17 legal requirements. The budgets shall include the annual expenses for the Services, including, but not limited to, costs of administration, operation, maintenance, repair of, and capital improvements to, the Combined Water System, including those included in Capital Improvement Plans, debt service on bonds, and any other costs of providing the Services; 2. To set rates to fund the Services in accordance with all applicable legal requirements, including the procedural and substantive requirements of California Constitution, Article XIII D, Section 6 (“Proposition 218”) for property-related fees charged for the services of the Combined Water System, which rates shall be adopted with the same notice and right to object or protest provided to City and District ratepayers except as the law may otherwise require. Such rates may be adopted as to zones which reflect the boundaries of one or more Parties and shall neither exceed the reasonable cost of service provided to any such zone nor require ratepayers in one zone to subsidize the cost to serve another zone. To the extent rates cannot cover the cost of service in a zone, the difference mut be covered by grants, discretionary revenues, or other non-rate revenues. In particular, and without narrowing the foregoing, the Water Executive Committee’s ratemaking in compliance with Proposition 218 and other law shall account for assets each Party brings to this Agreement as depicted in Exhibit A and will not charge that Party’s customers to recreate the remaining utility of those assets 3. To establish connection and/or capacity fees for the temporary or permanent connection of residential, commercial, and industrial users to the Combined Water System except as the law may otherwise require; 4. To establish any other taxes, assessments, fees, or charges reasonably necessary to provide the Services, including fees for permits or inspections, provided that all such fees shall comply with this Agreement and applicable provisions of Proposition 218 and California Constitution, Article XIII C, section 1, subdivision (e) (“Proposition 26”), and other applicable law; 5. To adopt ordinances and regulations enforceable within the jurisdictional boundaries of each Party governing the Combined Water System and service to its users as required, and to the extent authorized, by law as necessary to provide the Services. The Parties shall collaborate to avoid conflicts or inconsistencies between ordinances or regulations adopted by a Party and ordinances or regulations adopted by the Water Executive Committee pursuant to this Agreement. No Party shall have any duty to enforce an ordinance or regulation other than its own; and 6. To maximize the availability of water to meet the collective needs of the Parties within the boundaries of each Party through the use of the collective water rights and supplies of each Party, subject to the terms and conditions of Section 12 of this Agreement. 7. All customers of the Parties, including agricultural customers, either before, after or absent consolidation or merger into the Combined Water System, shall have the same right and entitlement to water supplies and service that they enjoyed before the effective date of this Agreement, without discrimination or limitation. This reflects, but is not intended to alter, the legal principle that acquisition of a water supply on which users rely is subject to a duty to continue to serve them. (E.g., Durant v. City of Beverly Hills (1940) 39 Cal.App.2d 133.) 8. To accept grants, loans, and subventions which the Water Executive Committee shall appropriate consistently with the terms of those grants, loans, and subventions; applicable law, and the goal of this Agreement as reflected in the Recitals above. B. AUTHORITIES RETAINED BY THE PARTIES. Notwithstanding the foregoing, the Parties retain all their respective authorities to the extent the exercise of those authorities does not directly conflict with the duties and authorities granted to the Water Executive Committee. No Party shall exercise its authorities in a way that directly contravenes the purposes of this Agreement. Page 7 of 17 Section 7. KEY MANAGEMENT SERVICES. The City shall provide the Services described in this Section 7 commencing on the Services Start Date. To provide the Services described herein, the City shall hire all the Districts’ respective employees with a start date of no earlier than the Service Start Date. The employees of the Districts who wish to continue employment and the bargaining unit of the City to which each will be assigned are identified in Exhibit C to this Agreement. The City hereby waives the right to subject these new employees to probationary periods. Those employees’ rights vis-à-vis the City will otherwise be governed by the City’s collective bargaining agreements with its bargaining units; its current policies, procedures, and ordinances; and applicable law. The management and personnel services identified in Subsections A and B below (“Key Management Services”) shall be provided by the City in accordance with this Agreement. A. OPERATION AND MAINTENANCE OF THE COMBINED WATER SYSTEM. 1. Other than duties and obligations of the Water Executive Committee, and in consultation with the Water Executive Committee, the City shall provide general administration, operation, and oversight of UVWA all in accordance with this Agreement, applicable statutes, regulations, and applicable ordinances, adopted by the Water Executive Committee consistently with this Agreement. The following are examples of activities and deliverables the City shall provide in performing under this Agreement: a. Read the meters in the service area; b. Perform all necessary sampling, including for purposes of water quality; c. Complete all required and routine reports; d. Respond to all service calls; e. Schedule a minimum of one on-call service personnel to respond to all after-hours and weekend calls in all service areas covered by this Agreement and/or any contract authorized under this Agreement; and f. Any other levels of service as requested by the Water Executive Committee and funded in the annual budget. 2. Other than duties and obligations of the Water Executive Committee, and in consultation with the Water Executive Committee, the City may exercise on behalf of the Parties the following powers, and any other powers exercised by a general law city, as needed to perform under Section 7.A.1: a. To manage, operate, maintain, and repair the Combined Water System, including any buildings, works or improvements comprising part of the systems and located either inside or outside the boundaries of the Parties, in accordance with sound engineering and accounting practices and with all applicable local, state, and federal laws and regulations; provided that the City and UVWA need not enforce any local ordinances but their own; b. To implement the budgets approved by the Water Executive Committee. c. The City cannot increase the total amount of the approved expenditure budget without prior approval of the Water Executive Committee, except as: (i) warranted for an urgent and/or emergency provision of water or sewer service which shall be reported to the Water Executive Committee before its next regular meeting following the expenditure of the funds; or (ii) to services within the City to be funded by rates levied for those services or other City revenues; d. To contract for the provision of personal or professional services in connection with providing Services; e. To enforce ordinances and regulations of the Combined Water System for the Parties and UVWA, including the use of the Combined Water System; f. To bill for and collect revenue measures established under this Agreement, including the Page 8 of 17 authority of a general law city to terminate water service or other utility services contained in the same bill for nonpayment in accordance with the Public Utilities Code; g. To allocate and assign water rights and water supplies of each Party within the boundaries of the Parties, as necessary for the efficient and cost-effective supply of water to the customers of the Parties, subject to the terms and conditions of Section 12 of this Agreement. h. With the approval of the Water Executive Committee and at City’s sole election, to use any statutory power available to the City under the JEP Act and any other applicable laws, whether heretofore or hereinafter enacted or amended, for issuance and sale of any revenue bonds or other evidences of indebtedness necessary or desirable to finance the exercise of any Services of the City under Section 7, and to borrow from any source including, without limitation, the federal or state governments, for these purposes: 1. To contract for the provision of personal or professional services in connection with providing the Services for the Parties; 2. To contract for the installation or construction of capital improvements to the Combined Water System; 3. To acquire, lease, hold, and dispose of such equipment as may be reasonably necessary or appropriate to the proper operation, maintenance, administration, and management of the Combined Water System or the provision of Services; 4. To file reports associated with the operation, maintenance, admi nistration and management of the Combined Water System and the provision of Services; 5. To implement all requirements of laws and ordinances, applicable to the provision of Services, including, but not limited to, permitting, inspections, monitoring, reporting, and enforcement activities; and 6. To provide City staff or contractors to support UVWA or the Parties in performing functions and responsibilities as requested by the Water Executive Committee. B. FINANCIAL AND GENERAL SERVICES. 1. The City agrees to provide the Services to UVWA and the Parties for the term of the Agreement, including accounts payable, procurement, billing and accounts receivable, general accounting and reporting, budget development and monitoring, and other general services such as human resources and city clerk services as the City reasonably deems necessary to provide the Services at the level requested by the Water Executive Committee and as can be funded by the budget approved by the Water Executive Committee. 2. The City will perform these services pursuant to any applicable state and federal law and pursuant to City policies and regulations, unless the City and the Water Executive Committee otherwise agree in writing. The City shall perform procurement, contracting and personnel services in accordance with laws applicable to California cities, including, but not limited to, the Uniform Construction Cost Accounting Act. The City is not performing these services as the Parties’ agent, but as a service provider, and the Parties agree that the City does not assume a fiduciary duty to the Parties in the performance of these financial and general services. Nor need the City provide Services beyond what can be funded by the budget approved by the Water Executive Committee. 3. The Parties shall compensate the City for the Services consistently with the annual budget approved by the Water Executive Committee. The City shall have the right to withhold performance of a particular level of service if it considers the funding in an approved budget insufficient to cover the City’s cost in providing that level of service; provided, however, that nothing in this sentence detracts from the City’s obligation to maintain service as provided in Section 6.A.7 of this Agreement. 4. The City’s cost to provide the Services includes indirect costs, such as general administration and Page 9 of 17 overhead. Unless the City and the Water Executive Committee agree otherwise in writing, the City shall charge indirect costs of the Services consistently with Exhibit B. Section 8. MUTUAL COOPERATION . A. OUT OF AREA SERVICE AGREEMENT (“OASA”). The City may prepare OASAs on the recommendation of the Water Executive Committee to serve areas outside the boundaries of the Parties but within the City’s sphere of influence, where development could occur with the provision of water services. The City shall submit such OASAs to the Water Executive Committee for review and approval before filing with LAFCo. This Agreement and any OASA-related tax sharing agreement with Mendocino County shall be attached to and incorporated by reference into any OASA submitted to LAFCo under this Agreement. B. As long as this Agreement remains in effect and the Parties comply with Sections 8 and 10.B, the City agrees that it will not apply to LAFCo for detachment of District Parties’ territory from the Districts’ boundaries when that territory is annexed to the City unless and until all of the territory of a District is annexed to the City. C. The Districts agree to support City Annexations and to work cooperatively with the City regarding revisions to the City’s General Plan, Municipal Service Review (“MSR”) and Sphere of Influence (“SOI”) necessary or advisable to enable City Annexations and not to propose or seek LAFCo approval for or support proposed provisions in a District’s MSR or SOI that would inhibit, conflict with, or prevent such City Annexations and/or reorganizations, as described in this Agreement. D. Pursuant to Government Code Section 57105 or other applicable provisions of state law, the Districts will support LAFCo either designating a District as a subsidiary district of the City or merger of a District with the City at such time as 70% or more of registered voters in a District are within the City limits and 70% of the area of land within a District is within the City’s jurisdictional boundaries or when those reorganizations are otherwise authorized by state law. E. The Districts will support and cooperate with the City in seeking legislation to amend the Cortese-Knox- Hertzberg Local Government Reorganization Act of 2000 (“CKH Act”) to authorize merger of a District with the City or the establishment of a District as a subsidiary district of the City when 70% or more of registered voters in a District are within the City limits without regard to the area of a District’s land that is within the City. Section 9. SERVICES TO OTHER AGENCIES. The Water Executive Committee may recommend that the City provide water services to agencies not party to this Agreement. Such services may be provided with the concurrence of all Parties and upon execution of an amendment to this Agreement by all Parties or upon execution of a contract authorized by all Parties. The charges for such services shall be determined by the Water Executive Committee in accordance with the budget provisions of this Agreement. The City retains the power to provide services to other agencies on terms of its choosing provided that its doing so does not impair its ability to provide the Services. Section 10. WITHDRAWAL; TERMINATION. A. A Party may withdraw from this Agreement with a July 1st effective date on 90 days’ notice to the Water Executive Committee and all Parties. Such withdrawing Party shall perform all obligations under this Agreement until the agreed upon date of withdrawal. A withdrawing Party shall remain obligated to perform obligations, including financial obligations, arising before the withdrawal date, even after the date Page 10 of 17 of withdrawal. B. Upon withdrawal from UVWA, a departing Party shall regain control of, and responsibility for, its Water System as it existed as of the Effective Date, to the extent feasible. The Parties acknowledge that a Party’s Water System as of a withdrawal date may differ from that in existence on the Effective Date. Any infrastructure, such as tanks, pipes, pumps, treatment facilities, and water rights, that UVWA uses only to serve that Party shall be the withdrawing Party’s property as of the withdrawal date. If any infrastructure serves more than one Party, the withdrawing Party shall recover ownership and control of that infrastructure upon agreement of the other Party or Parties it serves, but will remain obligated to serve all customers of other Parties served by such infrastructure and water supplies at the time of withdrawal, with appropriate compensation paid by UVWA or the Par(ies) benefitted by such service. Absent such agreement, infrastructure serving more than one Party shall remain part of the Combined Water System and operated by the City until the Parties served by that infrastructure reach an agreement or the dispute is resolved pursuant to Section 20 of this Agreement or otherwise. C. In negotiating the disposition of infrastructure which serves more than one Party, these general principles shall inform discussion: 1. The primary obligation shall be to provide uninterrupted service to all customers of the Combined Water System. 2. All other things being equal, a withdrawing Party should resume possession and control of infrastructure which was part of its Water System on the Effective Date. 3. Any infrastructure acquired, constructed, or improved with grant or other funds available only by virtue of this Agreement should not be separated from the Combined Water System unless it is necessary to do so to allow a Party to withdraw and will allow both uninterrupted service to all customers of the Combined Water System and compliance with grant, loan, and other conditions on the use of the infrastructure. Section 11. DISSOLUTION/REORGANIZATION. A. The Agreement shall terminate if the number of parties to this Agreement becomes less than two, or if the Parties unanimously agree to terminate it. If the Parties have accumulated any assets relating to the shared management of water services before termination, such assets shall be distributed among the Parties in proportion to their respective contributions, unless the Parties agree otherwise. Any dispute as to the disposition of such assets shall be resolved as provided in Section 20 of this Agreement. B. The CKH Act shall govern any change of organization or reorganization of a District. This Agreement is intended to allow for the administration and operation of a Combined Water System on behalf of the Parties, until: i. City annexations result in 70% of a District’s territory and 70% of the registered voters of a District being within the City’s limits; or ii. satisfaction of other provisions of the CKH Act or other provisions of state law authorize a merger of the District with the City or establishing the District as a subsidiary district of the City; in which event this Agreement will be deemed to be the affected Parties’ joint request to LAFCO, pursuant to Government Code Sections 56078 and 57105, to either merge the District with the City or establish the District as a subsidiary district of the City with the City Council serving as the Board of Directors of the District. Page 11 of 17 C. If any of the Parties to this Agreement receives grant funding of $1,000,000 or more to develop capital assets to serve more than one of those Parties, the City shall apply to LAFCO to combine the Parties to benefit from the capital asset into a new or existing public entity to own and operate that asset, if and as required by the terms of the grant. If the Cortese-Knox-Hertzberg Act does not authorize the City to make the application, the City shall invite LAFCO to exercise its own authority to initiate th e change of organization. Each of the Parties to this Agreement agrees to support such a change of organization and, by making this Agreement, authorizes the City to propose such changes of organization on its behalf. Section 12. TRANSFER, MODIFICATION, AND USE OF WATER RIGHTS. To achieve the goal of applying and using the water rights of all Parties collectively to serve the customers of all Parties, and the eventual customers of the Combined Water System, without limit or restriction, and in recognition of the eventual need to operate, maintain, and administer the Parties’ water resources and transmission and treatment systems as a Combined Water System, the Parties agree to the following: A. Within 60 days of the execution of this Agreement, each Party shall identify and disclose (1) all water rights it currently holds and uses, (2) how it must modify or amend the water rights to allow a Combined Water System to use the water rights, (3) to the extent possible, the process and procedure each Party must undertake to allow a different entity to use of the water rights as part of a Combined Water System, including any necessary approvals, and (4) a plan and estimated time period to modify and transfer such water rights. B. The Parties shall take any and all actions which are necessary and appropriate to modify, amend or transfer the water rights of the Parties to UVWA, the City, or other entity that will own or operate the Combined Water System, for the collective use of such water rights within the service areas of all Parties, if possible. Each Party shall support and cooperate with the other Parties to effectuate t he modification, amendment to, or transfer of, its water rights, including, but not limited to, granting approvals, signing agreements, meeting and working with local and state officials and regulators, responding to and defending against protests, objections, and legal challenges to the modification, amendment, or transfer of water rights, and the Parties agree to separately or collectively conduct and support any required environmental review in support of the modification, amendment to, or transfer of, the water rights of the Parties. C. While the Parties are undertaking efforts to modify, amend, or transfer their water rights, each Party will, as necessary to effectuate the purpose of this Agreement and to the extent feasible, allow its water rights to be used collectively, even if on a temporary or short-term basis, by the Combined Water System. Each Party, however, will still have the primary right and authority to continue to use its respective water rights within its current service areas and for the benefit of its current customers, up to the time that the rights are transferred to, or obtained for the benefit of, the Combined Water System. D. The Parties agree to initiate, fund, and pursue all efforts necessary to modify, amend, or transfer the water rights of the Parties for use in the Combined Water System, but UVWA and all Parties will ultimately be responsible for costs, expenses and fees associated with and arising out of such efforts, and the Parties will have the right to seek reimbursement from UVWA for recovery of such costs, expenses, and fees. E. If a Party withdraws from this Agreement, the Agreement is terminated, or the Combined Water Page 12 of 17 System ceases to function or exist, the affected Party or Parties will retain all of its or their water rights, or if necessary the rights shall revert to the original right holder, and the Parties will take any and all actions which are necessary and appropriate and shall support and cooperate with the other Parties to return or restore the water rights to the Party that formerly held such rights. The water rights of a withdrawing Party shall remain dedicated and committed to the Combined Water System until the later of the withdrawal date or the date those rights may be lawfully used by the withdrawing Party alone. F. Notwithstanding any other provision of this Agreement, the Parties agree, represent, and confirm that they will endeavor to and will take any and all reasonable and necessary steps to ensure that the customers of each Party will continue to receive a clean, safe , and reliable water supply at all times, without delay or disruption. G. Notwithstanding the foregoing, this Agreement does not and shall not be interpreted to authorize or require the use of a water right or related asset other than as permitted by law, nor shall this Agreement require or authorize any act in contravention of any third-party rights, to the extent any of the water rights or other assets of the Parties are subject to liens for debt and other such claims. Section 13. AMENDMENT TO AGREEMENT. The Water Executive Committee may recommend an amendment to this Agreement. This Agreement may only be amended by approval of all the Parties to this Agreement. The Water Executive Committee shall forward a proposed amendment with its recommendation to the legislative body of each Party. The proposal shall be adopted, properly executed, and returned to the Water Executive Committee if the Party approves the amendment. This Section 13 shall not prevent the Parties from adopting an amendment to this Agreement that is not recommended by the Water Executive Committee. Section 14. ADDITIONAL PARTIES TO THE AGREEMENT. A public agency, as that term is defined in the JEP Act (Government Code section 6500), located in Mendocino County may become a Party to this Agreement upon: 1. Its approval and execution of this Agreement as required by law, and; 2. Approval of the Water Executive Committee. Section 15. NOTICES . Whenever notice or other communication is permitted or required by this Agreement, it shall be deemed given when (i) personally delivered or (ii) when received, if delivered by overnight courier or email (if email receipt is acknowledged in writing), or (iii) 48 hours after it is deposited in the United States mail with proper first-class postage affixed thereto and addressed as follows: To City: City of Ukiah Attn: Mayor and City Manager 300 Seminary Ave. Ukiah, CA 95482 Email: swhite@cityofukiah.com Page 13 of 17 To Millview County Water District: Millview County Water District Attn: Mr. Tim Price 151 Laws Ave. Ukiah, CA 95482 Email: jwalker@willowcwd.org To Redwood Valley County Water District: Redwood Valley County Water District Attn: Mr. Tom Schoeneman 151 Laws Ave. Ukiah, CA 95482 Email: jwalker@willowcwd.org A Party may change the address and email address to which notices shall be sent by giving notice of the change as provided herein. Section 16. SEVERABILITY. Except as otherwise provided in this Section 16, should any part, term, portion, or provision of this Agreement or the application thereof to any person or circumstances be in conflict with any state or federal law, or otherwise be rendered unenforceable or ineffectual, including by amendment or repeal of a statute, the validity of the remaining parts, terms, portions or provisions, or the application thereof to other persons or circumstances shall be deemed severable and shall not be affected thereby, provided such remaining portions or provisions can be construed in substance to continue to constitute the Agreement that the Parties intended to enter into in the first instance. The City’s promise to provide Services is dependent on and not severable from the validity and enforceability of Sections 7, 8 and 10.B. Section 17. HOLD HARMLESS AND INDEMNITY. To the fullest extent permitted by law, each of UVWA and the Parties (the “Indemnifying Party”) agrees to save, indemnify, defend and hold harmless UVWA and each other Party and its officers, agents and employees (“Indemnified Parties”) from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged or threatened, including reasonable and actual attorney fees and costs, court costs, interest, defense costs, and expert witness fees, which arise out of, or are in any way attributable in whole or in part to, negligent or intentional acts or omissions of an Indemnifying Party or its employees except such losses as arise from the sole negligenc e or intentional act of an Indemnified Party. Section 18. LEGAL REPRESENTATION AND ADVICE. In the course of performing this Agreement, each Party shall seek legal advice from its own counsel. If a legal matter or issue relates to two or more Parties where the Parties involved will benefit from joint representation, the Parties may choose to be represented by the same legal counsel so long as no conflict of interest arises by such representation and the representation is permitted by the Rules of Professional Conduct of the California State Bar. In that event, the Parties may agree on an apportionment of costs, if applicable, as allowed by law. Under any circumstances when two or more Parties are represented by the same legal counsel, no Party may bind the others to a settlement agreement without the written consent of the other Parties to be bound. Page 14 of 17 Section 19. INSURANCE . A. Each Party shall be responsible for maintaining a program of insurance that shall cover each Party’s indemnification obligations; provided funding is provided in a budget approved by the Water Executive Committee to pay the premiums for said insurance or the Water Executive Committee elects to provide insurance coverage for all Parties. While the City provides the Services pursuant to Section 6 of this Agreement under rates adopted pursuant to Section 5: (i) no District need fund insurance at its own expense and (ii) the Water Executive Committee shall maintain or, at its option, fund directors and officer’s liability coverage for each of the Districts. B. Without in any way affecting the indemnity herein provided and in addition thereto, unless the Executive Committee provides insurance to cover the Parties, each Party shall secure and maintain throughout the Agreement the following types of insurance: 1. WORKERS’ COMPENSATION. A program of Workers’ Compensation Insurance or a state-approved self-insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer’s Liability with $250,000 limits covering all persons providing services on behalf of each Party and all risks to such persons under this Agreement. This coverage may be waived if a Party’s legislative body certifies that the Party has no employees and does not treat volunteers as employees for worker ’s compensation purposes. 2. COMPREHENSIVE GENERAL AND AUTOMOBILE LIABILITY INSURANCE. This coverage is to include contractual coverage and automobile liability coverage for owned, hired, and non-owned vehicles. The policy or self-insurance shall have combined single limits for bodily injury and property damage of not less than two million dollars ($2,000,000.00). This requirement can be waived by the Water Executive Committee, if the Board of Directors of a District certifies that it has no vehicles and that no non-owned, uninsured vehicles are used on District business. 3. ADDITIONAL NAMED INSURED. All policies, and/or memoranda of coverage, except Workers’ Compensation, shall contain additional endorsements naming each Party and its officers, employees, and agents as additional named insureds with respect to liabilities arising out of each Party’s performance hereunder. 4. POLICIES PRIMARY AND NON-CONTRIBUTORY. All policies required above are to be the primary and non-contributory with any insurance or self- insurance carried or administered by each Party. Section 20. MEDIATION AND DISPUTE RESOLUTION. A. Except as otherwise provided in Sections 10.B and 11.A, if (1) any dispute arises at any time between or among the Parties regarding interpretation or implementation of this Agreement that does not concern a decision of the Water Executive Committee, or (2) if a minority of members of the Water Executive Committee file a written appeal with the Water Executive Committee within 14 days of a decision or action of the Water Executive Committee, or (3) if one or more Parties fails or refuses to follow the order or direction of the Water Executive Committee or breaches this Agreement, the Parties will, in the first instance, attempt in good faith to meet to discuss and informally resolve the dispute through their representatives or their designees. The Parties must give written notice of the existence and subject of a dispute, which notice shall commence the dispute resolution process of this Agreement. Page 15 of 17 B. If, within 30 days of service of notice of a dispute, the Parties cannot resolve the disputed issue through informal mediation, unless extended by mutual agreement of all Parties, the matter shall be submitted to JAMS, or a comparable mediation service, or a mutually agreeable mediator, for formal mediation by a single mediator who should have technical or legal expertise or experience with water resources and supplies, utility services, or local government agencies. The mediator will be selected by unanimous consent of the Parties, but if unanimous consent cannot be obtained, the mediator will be selected at random from a list of mediators maintained by the Water Executive Committee based on the qualifications set forth in this paragraph. C. Any Party may commence formal mediation by providing to the mediator and the other Parties a written request for mediation, setting forth the subject of the dispute and the relief requested. If the formal mediation process has not concluded or has not resolved the dispute within 60 days of a written request for mediation, the mediation process will be deemed completed, unless the Parties extend the 60-day period in writing. D. If the dispute is not resolved by informal or formal mediation, each Party will be free to pursue whatever legal or equitable remedies may be available. No Party shall be permitted to file a legal action without first complying with the requirements of this Section 20. This provision shall not waive or otherwise affect the applicable provisions of law governing claims against a public entity or the applicable statutes of limitation. E. The fees and expenses incurred as a result of any dispute resolution activities, including attorney fees, mediator fees and costs, expert costs, and other expenses, shall be borne solely by the Parties involved in the dispute and participating in the mediation. The Parties involved in the dispute will share the mediator’s expenses on an equal basis. No Party shall be deemed the prevailing party for purposes of recovery of fees, costs, or expenses. Section 21. ADDITIONAL DOCUMENTS AND AGREEMENTS . The Parties agree to cooperate in the execution of any additional documents or agreements that may be required to carry out the terms of this Agreement. Section 22. SUCCESSORS. This Agreement shall bind and inure to the benefit of all successors and assigns of the Parties and their respective directors, officers, agents, servants, and employees, and the successors and assigns of each of them, separately and collectively. Section 23. WARRANTY OF LEGAL AUTHORITY. The Parties’ Legislative Bodies have each authorized execution of this Agreement, as evidenced by the signatures below. Those who sign below warrant for the benefit of the Parties for which they do not sign that they have actual authority to execute this Agreement and to bind to it the Party for which they sign. Section 24. ASSIGNMENT / DELEGATION . No Party shall assign, sublet, or transfer any interest in this Agreement or any duty hereunder without written consent of the other Parties, and no assignment shall be of any force or effect whatsoever unless and until the other Parties shall have so consented. Exhibit B City of Ukiah Indirect Cost Allocation Plan Introduction PURPOSE OF THE PLAN The purpose of the City’s Cost Allocation Plan is to identify the total costs of providing specific City services. Why is a separate cost accounting analysis required to do this? Because in almost all organizations—whether in the private or the public sector—the cost of producing goods or delivering services can be classified into two basic categories: direct and indirect costs. “Direct costs” by their nature are usually easy to identify and relate to a specific service. However, this is not the case for “indirect costs.” As such, if we want to know the “total cost” of providing a specific service, then we need to develop an approach—a plan—for reasonably allocating indirect costs to direct cost programs. What Are Direct and Indirect Costs? Direct costs are those that can be specifically identified with a particular cost objective, such as street maintenance, police protection and water service. Indirect costs are not readily identifiable with a direct operating program, but rather, are incurred for a joint purpose that benefits more than one cost objective. Common examples of indirect costs include accounting, purchasing, legal services, personnel administration and building maintenance. Although indirect costs are generally not readily identifiable with direct cost programs, their cost should be included if we want to know the total cost of delivering specific services. Budgeting and Accounting for Indirect Costs. Theoretically, all indirect costs could be directly charged to specific cost objectives; however, the cost of doing so and the practical difficulties generally preclude such an approach for organizational and accounting reasons. As such, almost all organizations separately budget and account for direct and indirect costs at some level depending on their financial reporting needs and the complexity of their operations. Distributing Indirect Costs. In order to determine the total cost of delivering specific services, some methodology for determining and distributing indirect costs must be developed, and that is the purpose of cost allocation plans: to identify indirect costs and to allocate them to benefiting direct cost programs in a logical, consistent and reasonable manner. Plan Goal: Reasonable Allocation of Costs. It is important to stress that the goal of the Cost Allocation Plan is a reasonable allocation of indirect costs, not a “perfect” one. By their very nature, indirect costs are difficult to link with direct costs. As such, in developing an allocation approach, it is important to keep this goal in mind as we balance the cost and of effort of complicated allocation methods with the likely benefits from the end results. INDIRECT COST ALLOCATION STRATEGIES There are several ways of allocating indirect costs, including: Internal Service Funds Many cities allocate costs through formal internal service funds for services like printing, information technology, fleet maintenance and insurance. Typically, with this approach, the internal service fund provides services to the organization and charges back for departments based on their actual usage of the service and standard per-unit billing rates, like a private company would (except the goal is to break even rather than earn a profit). In this case, for the operating programs, indirect costs become direct costs, as they would if they contracted out for the service. While this approach can result in added accounting costs to develop internal billing rates and track actual usage, it has the advantage of encouraging more efficient use of internal services by allocating costs based on actual usage, setting aside funds for long-term capital replacement needs (or in the case of insurance, adequate reserves) and helping measure performance. As shown in the side bar, the City uses seven internal service funds to allocate organization-wide support costs. Payroll Allocations Some organizations allocate percentages of key support staff to selected funds through direct payroll allocations, such as 15% of the City Manager to the Water Fund or 20% of the Public Works Director to the Wastewater Fund, with direct cost distributions of non-staffing costs via accounts payable where possible. While this practice is not uncommon, it has some conceptual drawbacks, such as the basis for the percentage allocations. One of the advantages of cost allocation plans is that the basis for the allocation is clear. Even where internal service funds are used, cost allocation plans are still often needed in allocating indirect costs to the internal service funds (so their costs reflect the full cost of providing services to the organization) and in allocating other indirect costs not typically recovered through internal service funds, such as City Manager, City Attorney, City Clerk, Human Resources and Accounting. Indirect Rate Some organizations allocate indirect costs using a standard applied rate. Regardless of the actual indirect costs incurred in any given period, an indirect rate is applied against direct costs to arrive at a simplified allocation. Examples of this type of allocation method are found in the California Uniform Cost Accounting Act. Cost Allocation Plans Cost allocation plans provide a clear, consistent and reasonable basis for allocating indirect costs and are intended to allocate actual cost incurred in any given period. Combination Some agencies use a combination of approaches. In the City’s case, it uses a combination of internal services funds and a cost allocation plan in distributing indirect costs. DETERMINING DIRECT AND INDIRECT COSTS The first step in preparing the City's Cost Allocation Plan is determining direct and indirect costs. Program costs that primarily provide service to the public are identified as direct costs, whereas the cost of programs that primarily provide services to the organization are identified as indirect costs. In accordance with generally accepted accounting principles, only operating costs are considered in preparing the Cost Allocation Plan. As such, capital outlay, debt service, interfund transfers and “pass- through” costs are excluded from the calculations. Capital costs are only used to demonstrate the effective indirect rate applied to any one department, division, or fund. ALLOCATING INDIRECT COSTS For general purposes, the City-wide indirect cost rate can be used as the basis for allocating indirect costs. The indirect cost rate is simply the ratio between indirect and direct costs, which can be easily computed for the City as a whole once the direct and indirect cost base has been determined. However, a key component to using a cost allocation plan as opposed to a standardized, static indirect rate is to achieve full cost allocation based on actual costs in the period in which the allocation in applied. CITY-WIDE INDIRECT COST RATE By applying the overall indirect cost rate to any specific direct cost program, the total cost of the program can be determined. For example, with an effective indirect cost rate of 12.76% the total cost for a direct program of $100,000 in Ukiah would be $112,760. BASES OF ALLOCATION This method of cost allocation assumes that all indirect costs are incurred proportionately to the direct cost of the program. However, this may not be a reasonable assumption in all cases, as the benefit received from certain types of support service programs may be more closely related to another indicator of activity than cost. For example, if a program service is primarily delivered through contract and does not have any City staffing directly associated with it, distributing human resources costs to it may result in an inequitable allocation of costs. Because of this, the City’s Cost Allocation Plan establishes separate bases of allocation for each major indirect cost category. With this approach, indirect costs can be allocated to each direct cost program in a fair, convenient, and most importantly, consistent manner. Provided in Schedule A (below) is a synopsis of the primary methods of allocation used in distributing indirect costs to direct cost programs. Some of these costs lend themselves to an easily justified, rational approach of distribution. For example, human resources costs are related to the number of employees serviced. Other costs may not be as intuitive; however, the allocation bases are consistent with generally accepted accounting principles and recognize the concept that the cost of developing the information necessary to perform the cost allocations should not exceed the benefits likely to be gained. Where there is not otherwise a clear relationship to another allocation base (like authorized staffing or assigned space), allocating costs based on operating budget is the common industry practice, and as such, this approach is used by the City. INDIRECT COST ALLOCATIONS A summary of the indirect cost allocations by fund type is provided in the City’s annually adopted operating and capital improvement budget, followed by the detailed allocations for each specific indirect cost program for administrative services and overhead, as well as internal service fund use. Allocations are updated every fiscal year. METHOD OF ALLOCATING COSTS In performing the cost allocations, indirect costs have been allocated to all cost centers using a complex sequential allocation system. Although there are some conceptual difficulties with this approach, the difference in the end result was relatively insignificant. One of the primary purposes of an indirect cost allocation plan is to attempt to gauge total cost of providing services. Administrative and overhead costs centers, as well as internal fund cost centers, incur indirect costs just as their direct cost counterparts do. As an example, under this system, the cost of the City Manager program would be allocated to the other indirect costs programs and iterative allocations then made to direct cost programs until all indirect costs are distributed. This process can be time consuming but reasonable given the intent of management and the City Council to understand total cost. However, as with the Cost Allocation Plan of the last three years, as noted above, the Plan’s goal is a reasonable allocation of indirect costs, not a “perfect” one. USES OF THE COST ALLOCATION PLAN By identifying total program costs, the Cost Allocation Plan can be used as an analytical tool in many financial decision-making situations, including: Reimbursement Transfers. The Cost Allocation Plan identifies the costs incurred by the General Fund in providing administrative support services to the City's other funds such as enterprise operations and special revenue funds. For example, the City's administrative, legal services, human resources and accounting funds are budgeted and accounted for in the General Fund; these programs provide support services to other City funds. The Cost Allocation Plan provides a clear methodology for determining this level of support in reimbursing these costs. General Fund User Charges. Similar to ensuring that enterprise fund revenues fully recover their costs, the Cost Allocation Plan can also be used to determine appropriate user fees for General Fund services, such as planning applications, building permits and recreation activities, in ensuring that the full cost of services are considered in setting rates. Labor Rates. Along with accounting for salary, benefits and paid leave (such as vacation, sick and holidays), “full cost” hourly labor rates can be developed that appropriately include indirect costs. Contracting-Out for Services. By identifying total costs, the cost allocation plan can also be helpful in analyzing the costs of contracting for services versus performing services in-house. Grant Administration. Under federal cost accounting policies, it is permissible to include indirect costs in accounting for grant programs. By establishing indirect cost rates, the cost allocation plan can be used in recovering the total costs (direct and indirect) associated with implementing grant programs. PLAN PREPARATION In a total cost accounting system, indirect costs would be computed and allocated on an ongoing basis throughout the fiscal year based on actual costs. However, frequent updating in municipal finance would not serve any specific purpose—such as unit price control in a manufacturing company—rather, it would consume significant accounting resources. As such, the City’s Cost Allocation Plan is prepared annually based on the budget adopted by the Council. The Plan as included in the budget document is meant to serve as a guide as to how the allocation would be applied if actual expenditures occurred exactly as anticipated. That is never the case, however. The Plan provides estimates but actual allocations will be applied based on actual costs using the methods and basis identified in the Plan. It will be applied quarterly and reported in the City’s Quarterly Financial Report. SUMMARY The Cost Allocation Plan helps make determining total program costs possible by establishing a reasonable methodology for identifying and allocating indirect costs to direct cost programs. Because of this, the Cost Allocation Plan can be a valuable analytical tool in a number of situations, including establishing fees designed for full cost recovery, reimbursing support service costs provided by the General Fund to other funds, and recovering indirect costs associated with grant programs. COST ALLOCATION SCHEDULE A Administrative and Overhead Basis of Allocation City Council % of Budgeti City Manager % of Budget City-Wide Admin Services % of Budget Community Outreach/PIO % of Budget City Clerk % of Budget Economic Development % of Budget Emergency Management % of Budget Disbursements (AP, Payroll) % of Budget Accounting and Budgeting % of Budget City Attorney % of Budget City Treasurer Prior Year Interest Earnings Human Resources FTEii Grant Program Management % of Budget Internal Services Insurance Liability Risk assessment Garage Labor and parts Purchasing Contractual services and supplies Billing & Collections Billable revenues Dispatch Call volume Buildings, Grounds, and Corp Yard Square footage and total budgetiii Information Technology FTE Notes: i Percent of budget applies to operating budgets only. It refers to the share of each budget unit’s total budget appropriation to the total budget. Appropriations and expenditures related to transfers, debt service, capital, and pass-throughs are not included in the calculation and allocation. ii FTE is Full Time Equivalents. Full-time equivalent (FTE) is a metric that standardizes the workload of employees into a consistent measure, representing the workload of a full-time employee. It calculates the total number of part-time or contract hours worked and expresses them in terms of the number of full-time employees that would be needed to perform the same amount of work. For example, if a full-time employee typically works 40 hours per week, then two employees working 20 hours each would be considered 1 FTE. This allows organizations to compare or aggregate workloads across different employment scenarios and is often used for budgeting, staffing, and financial analysis. iii Relative to budget units that occupy the Ukiah Civic Center. Ukiah Valley Water Authority Joint Exercise of Powers Agreement EXHIBIT C Effective January 1, 2025 (the "Service Start Date"), and in accordance with Section 7 of the Agreement, employees of a District may elect to become employed by the City (“Transferring Employees”). Transferring Employees shall be employed by the City as may be applicable under the terms and conditions of the City' s Collective Bargaining Agreements with Operating Engineers Local 3, Water Utilities and Mechanics Until or other appropriate agreement. Such transfers of employment will follow and comply with the terms and conditions of this Agreement. All Transferring Employees will be subject to the necessary special requirements associated with classification placement, including passing a City-paid physical examination and thorough reference and background check. The following provisions relate to the continuing obligations pertaining to the Transferring Employees: In accordance with the applicable Collective Bargaining Agreements and Civil Service Rules, the City agrees to treat all employment service with the District as equivalent of service with the City for purposes of employment status, seniority, and benefits relating to wages, hours, and terms and conditions of employment that are associated with seniority with the City. In the event this Agreement is terminated and any employee is transferred back to a District as its sole employer, all employment with the City will be treated by the District as the equivalent of service with the District for the same purposes referenced above. If a Transferring Employee's base salary being earned at the time of transfer to the City was greater than the top range/control point band for the comparable classification in the City, such employee' s salary shall not be reduced from their District salary, but the employee shall be placed at a retained salary rate until such time as the salary range/ band for the classification with the City meets or exceeds the salary of the employee. All sick leave and vacation hours accrued by Transferring Employees at the time of transfer to the City shall be transferred with the Transferring Employees. If Transferring Employees are transferred back to a District, all sick leave and vacation hours shall be transferred with the employees. Transferring Employees will be brought under the City' s self-insured health insurance plan and the City agrees to allow Transferring Employees credit for time served upon retirement from the City.