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HomeMy WebLinkAboutUkiah Valley Water Authority (UVWA) 2026-05-07 COMMON INTEREST AGREEMENT Regarding UKIAH VALLEY WATER AUTHORITY AND PURPOSES THEREOF 1. This Common Interest Agreement("Agreement") is entered into and by Calpella County Water District ("Calpella"), Millview County Water District("Millview"), Redwood Valley County Water District("Redwood"), the City of Ukiah ("Ukiah"), and Willow County Water District ("Willow") (collectively, the "Members"), and the Ukiah Valley Water Authority (the"Water Authority") (collectively, the "Parties"). The Members are members of the Water Authority, a Joint Exercise of Powers Authority formed pursuant to the Joint Exercise of Powers Act(Gov. Code sections 6500 et seq.). Each of the Parties have been and continue to be engaged in discussions regarding powers and authorities of the Water Authority, including, but not limited to, the consolidation of the Members' various water systems, associated water rights, and applications for funding from the State of California. The Parties have a common interest in the successful prosecution, implementation, and defense of the various powers, authorities, and purposes discussed in the Joint Exercise of Powers Agreement, as is and may be amended, (the"JPA")and which formed the Water Authority (the"Common Interest") 2. In pursuit of the Common Interest, each of the Parties recognizes that the ability to freely share data, reports, studies, communications, and memoranda, and to coordinate their efforts related to the Common interest without waiving any privilege or confidentiality of said information, will be greatly enhanced by the abilities of the respective Parties' employees, experts, and legal counsel to communicate about these matters. At the same time, the Parties recognize that certain proceedings may very likely take place in front of federal or state agencies, other administrative entities, and courts of law. This recognition makes it imperative that the associated communication between the Parties and their respective experts and legal counsel associated with these matters remain privileged and confidential. Thus, the Parties each have an interest in sharing materials as further defined below, including but not limited to: data, modelling, assumptions, legal analyses, draft and final studies and plans, contingencies, and negotiation strategy associated with the Common Interest, all of which are considered by the Parties to be information covered by this Agreement. 3. Each of the Parties have consulted their respective attorneys both for separate purposes and for purposes within the Common Interest. The Parties believe that disclosure of certain privileged information among the Parties will advance the Common Interest(including legal interests), will further the interest of the disclosing Party, and is reasonably necessary to accomplish the purpose for which the disclosing Party's attorney was consulted. In this regard, the Parties wish to continue to pursue both their separate interests and the Common Interest, and to avoid any suggestions or claims of waiver of the protections of the attorney- client privilege, the work-product doctrine, and all other privileges or confidences, as are applicable. 4. The Water Executive Committee of the Water Authority may appoint an attorney licensed to practice law in California who shall then serve at the pleasure of the Water Authority. Until such appointment, and in accordance with the JPA, the City shall provide legal counsel to the Water Authority. Any such attorney shall act as counsel for the Water Authority until such time as the Water Executive Committee appoint a replacement counsel. The Parties, and each of them, acknowledge that joint representation of the Water Authority and any of the Members can constitute a conflict of interest and may raise issues associated with the duty of loyalty,client communication, and duty of confidentiality. It is the expectation of the Parties that the Water Authority will be staffed by staff persons working for the Members, particularly the City of Ukiah. In addition, the Water Executive Committee, the legislative body of the Water Authority, is made up of by directors of the Members. In addition, the Parties are sophisticated in their provisioning of legal services. For these reasons, the Parties are in good positions to evaluate this conflict of interest and by the approval of this Agreement the governing boards of the Parties agree to waive such potential conflicts of interest. In the event of actual litigation between any of the Parties, each Member shall be permitted to continue to retain its own counsel, but the Authority will be required to retain independent counsel. Legal counsel for the Water Authority, whether independent or provided by a Member, shall work cooperatively with Water Authority staff but shall report to the Water Executive Committee. 5. In order to effectively pursue matters related to the Common Interest, the Parties agree that, from time to time, the Common Interest is best served by exchanging oral, electronic, and/or written communications or documents which, in the absence of such sharing, would be protected from disclosure to any third party by the attorney-client privilege, the work product doctrine, the exceptions to disclosure provided to public agencies by the California Public Records Act, and/or other applicable privilege or basis for maintaining material within the Common Interest as confidential. All such shared information is considered by the Parties, and will be treated in accordance with the provisions of this Agreement, as "Common Interest Material." C. The purpose of this Agreement is to ensure that the exchange or disclosure of Common Interest Material in furtherance of the Common Interest does not diminish in any way the confidentiality of the Common Interest Material or be deemed to constitute a waiver of any privilege or other protection accorded to the Common Interest Material, and the Parties hereby declare their intent that no sharing of information as set forth above shall waive the attorney-client privilege, the attorney work product doctrine, any exception applicable under the CPRA, and/or other applicable privilege, confidence, or basis for maintaining the Common Interest Material as confidential. 7. Nothing in this Agreement shall be deemed to require that any Party share any particular information or material, including Common Interest Material, with any other Party, or to create or establish any right of any Party to request or demand any information or material, including Common Interest Material, from another Party. 8. All written materials exchanged in accordance with this Agreement shall be clearly marked "PRIVILEGED AND CONFIDENTIAL SUBJECT TO COMMON INTEREST AGREEMENT."The Parties shall use their best efforts to so mark all such written materials, and shall instruct all attorneys,paralegals, clerical, consultants, experts, and other personnel as to this requirement;provided, however, that failure to mark such exchanged materials shall not be treated as waiving any applicable privilege as to any materials not so marked. This requirement for marking of materials is prospective in nature and does not apply to materials previously exchanged pursuant to oral common interest agreements which did not include a requirement for such marking. 9. The Parties agree that this Agreement also pertains to information shared prior to this Agreement and in pursuance of the Common Interest. To the extent the Parties have previously agreed to a common interest and to share information in pursuance of that common interest, all information shared under such prior agreement(s) shall continue to be protected by all applicable privileges. This Agreement memorializes any earlier oral agreement(s)and incorporates and supersedes any prior written or oral agreements between any of the Parties pursuant to which Common Interest Material has been exchanged. 10. Except as expressly stated in writing to the contrary, any and all Common Interest Material obtained by any of the counsel from each other and/or each other's clients has been and is being provided solely for the internal use of the Parties and their respective counsel in pursuance of the Common Interest and shall remain confidential and be protected from disclosure to any third party by the common interest privilege, the common interest doctrine, the respective Party's attorney client privilege, the attorneys' work product privilege, and/or any other applicable privileges, confidences, and immunities. 11. All Common Interest Material shall be used solely in pursuance of the Common Interest; provided, however, that nothing in this paragraph shall limit the rights of the originating Party with regard to the use of information developed by that Party or its counsel,without using or relying upon Common Interest Material, whether or not shared with the other Party, in any manner it wishes;provided further, no Party is required to treat information or material obtained from sources other than exchanges pursuant to this Agreement as Common Interest Material. 12. All communications, oral and written, between the Parties in matters related to the Common Interest, or among or between necessary persons acting on their behalf, including, but not limited to, counsel for the Parties and their paralegals, consultants, experts, agents, or others acting on behalf of a Party or the Parties in matters related to the Common Interest are conclusively presumed to be made pursuant to this Agreement and to convey Common Interest Material; unless, however, a Party to such communication, at the outset of such communication, specifies that the particular communication is not being made pursuant to this Agreement. 13. Each Party will take all necessary and appropriate measures to ensure that any person who is granted access to any Common Interest Material, or who participates in work on joint projects in pursuance of the common interest, or who otherwise assists counsel in connection with the performance of this Agreement, is familiar with the terms of this Agreement and complies with such terms as they relate to the duties of such person. Any such person shall, prior to accessing Common Interest Material, sign the attached Individual Acknowledgment and Agreement, and the Party Representative shall attest to that person's participation in the Common Interest and distribute an executed copy of the Individual Acknowledgment and Agreement to the other Parties. 14. The Parties agree that, in the event any Party determines it no longer shares, or no longer will share, the Common Interest with the other Parties for any reason, that Party will promptly notify the other Parties of its intent to withdraw from this Agreement. The notice shall be given in accordance with this Agreement and the issuance of the notice of withdrawal shall terminate the Party's interest in this Agreement; provided, however, that the obligation of confidentiality and privilege with respect to Common Interest Material previously provided pursuant to this Agreement shall survive such withdrawal and termination. 15. If a Party or person identified in Sections 1 or 13 becomes subject to a bona fide requirement by law, regulation, deposition question, interrogatory, request for public information, records, or documents, including under the California Public Records Act, subpoena, civil investigative demand, or similar process(collectively, a "Requirement") to disclose any Common Interest Material, such Party: (i)will, upon receipt of the Requirement and prior to producing any Common Interest Material, immediately notify the other Parties of the existence, terms, and circumstances of such Requirement to the extent permitted by law and in accordance with that Party's legal counsel; and (ii)will cooperate fully with any other Party seeking a protective order. The Party that received the Requirement shall determine whether the requested or demanded Common Interest Material can be protected in accordance with the law. If, in the opinion of that Party, the requested or demanded Common Interest Material is not exempt from disclosure or production, that Party shall promptly notify the other Parties, each of whom shall have the right to seek a protective order that may be based upon a privilege the Party that received the Requirement might hold. If such an order is sought, the Party that received the Requirement will refrain from disclosing the requested or demanded Common Interest Material until such time as a final disclosure agreement or judicial determination is made concerning the Requirement;provided, however, that the Party that received the Requirement shall not be required to refrain from disclosing the requested or demanded Common Interest Material if doing so would violate the law. The costs and expenses for seeking any protective order pursuant to this paragraph shall only be borne by the Party(ies) opposing the Requirement. If a Party subject to a Requirement, who has complied with the notification and cooperation obligations described in this paragraph, is compelled, in the opinion of its legal counsel, to make disclosure of Common Interest Material or else stand liable for contempt or other substantial penalty, such Party: (i) will furnish only that portion of the Common Interest Material which is legally required pursuant to the terms of such Requirement as modified by any protective order; and (ii) will not be liable to any other Party for the disclosure of Common Interest Material. The Parties intend to consider sharing costs and other resources involved in protecting Common Interest Material from improper disclosure. The Parties acknowledge that such costs cannot be shared exactly equally all the time; therefore, should a Party that received a Requirement believe the costs of preventing improper disclosure of Common Interest Material are, have become, or will become disproportionate, the Parties agree to jointly consult to discuss whether and to what extent such costs should be shared. 16. Each of the Parties understands and acknowledges that each respective Party is represented exclusively by the Party's own counsel with respect to the Common Interest and that nothing in this Agreement transforms counsel for any Party into counsel for any other Party or creates an attorney-client relationship with any counsel other than the Party's own counsel. Each party also understands and acknowledges that counsel representing another Party owes an uncompromising duty of loyalty to its client and to no other Party, and that while all counsel subject to this Agreement have a duty to preserve the confidences disclosed to them pursuant to this Agreement, they will not act for any Party other than their own client with respect to the Common Interest. 17. Participation in this Agreement or in any effort related to the Common Interest shall not be the basis for a claim of conflict of interest or for recusal in any proceeding in which the Parties are or may be adverse to each other or where counsel for the Parties may represent adverse interests. The obligations under this paragraph will survive the termination or dissolution of this Agreement and will continue to bind each Party should that Party withdraw from this Agreement. 18. The obligations of the Parties with respect to any aspect of the protection of Common Interest Material from improper disclosure survive the withdrawal of a Party for any reason and survive the complete resolution of any action or proceeding related to the Common Interest. 19. This Agreement shall not constitute or be interpreted, construed, or used as evidence of any admission of liability, law, or fact, a waiver of any right or defense, or an estoppel against any Party. However, nothing in this Agreement is intended or should be construed to limit, bar, or otherwise impede the resolution of any dispute between the Parties. 20. The effective date of this Agreement shall be the date it is executed by the Parties. 21. All modifications of this Agreement must be in writing and signed by an authorized representative of each Party. 22. Additional parties may be added to this Agreement upon: a) approval by the Water Executive Committee; and b) valid execution by the additional party; provided, however, that any such additional party first executes the]PA and is thus a Member of the Water Authority. 23. This Agreement shall be interpreted under the substantive laws of the State of California without regard to choice-of-law principles. If any provision of this Agreement is found invalid or unenforceable, then the balance of this Agreement shall remain in full force and effect. 24. Nothing in this Agreement shall be construed to waive any rights, claims, or privileges which any Party shall have against the other party or any other person or entity. 25. This Agreement does not form a joint venture or partnership by or among the Parties. Unless otherwise expressly agreed to in writing by the Parties, no Party shall be entitled to compensation or reimbursement from any other Party for the participation of its employees, officers, agents, servants, contractors, or attorneys in the defense of any threatened or asserted claims subject to this Agreement or for the costs of participation in this Agreement. 26, This Agreement may be signed in separate counterparts, each of which shall be binding on all Parties who are signatory to any counterpart. 27. The Parties hereby authorize this Agreement to be executed upon the facsimile or electronic signatures of the authorized representatives of the respective Parties and agree that such facsimile or electronic signature shall be valid and binding as though original signatures had been provided. 28. All notices pursuant to this Agreement shall be in writing and shall be given using one of the following methods: hand-delivery; registered or certified mail, postage pre-paid, return receipt requested; nationally recognized courier service; or e-mail. Any notice shall be deemed delivered five (5) business days after such mailing date, except that any notice hand- delivered or sent via overnight delivery service or e-mail shall be deemed delivered one (1) business day after the dispatch date. Notices shall be addressed to the Parties at the addresses or a-mails set forth below. A Party's address may be changed by written notice to the other Parties. 29. Each signatory,by signing this Agreement, warrants his or her authority to bind his or her respective Party and to act as the Party Representative for purposes of this Agreement. 30. Nothing in this Agreement modifies or alters any prior agreements between the Parties. In the event of a conflict with the terms of this Agreement and some other agreement between the Parties, the terms of whichever agreement was executed earlier shall prevail. Calpella County Water District: Datc: -- Printed Na e- Title: lQ--� Address: �V• �_ Phone —7 Z J Email: �1 r Millview County Water District: Date: Printed Name: Title: Address: Phone: Email: Redwood Valley County Water District: Date: Printed Name: Title: Address: Phone: Email: Page 35 of 37 30. Nothing in this Agreement modifies or alters any prior agreements between the Parties. In the event of a conflict with the terms of this Agreement and some other agreement between the Parties, the terms of whichever agreement was executed earlier shall prevail. Calpella County Water District: Date: Printed Name: Title: Address: Phone: Email: w County Vater District: r Date: 4 Printed Name: I t, Address: Phone: Email •CcNYN Re tog Valley County W r District: Date: Printed Name: AOG� '-Vv-�- Title: _Ot+f +cif i N7cri.4 Address: Phone: Email:V, C N CLDC,(KJOC1"fCS M US 30. Nothing in this Agreement modifies or alters any prior agreements between the Parties. In the event of a conflict with the terms of this Agreement and some other agreement between the Parties, the terms of whichever agreement was executed earlier shall prevail. Calpella County Water District: Date: Printed Name: Title: Address: Phone: Email: Millview County Water District: — Date: Printed Name: U(�/�? O SS S171Z C Title: Address: Phone: Email: Redwood Valley County Water District: Date: Printed Name: Title: Address: Phone. Email: The City of Ukiah: Date: Printed Name: Title: L0 a ILA C,+r.7 Address: Phone: Email: Willow County Water District: Date: Printed Name: Title: Address: Phone: Email: The Ukiah Valley Water Authority: Date: Printed Name: Title: Address: Phone: Email: The City of Ukiah: Date: Printed Name: Title: Address: Phone: Email: Willow County Water District: Date: Z(p Printed Name: 4655 6+R-U,- Title: Address: Phone: Email: . �AQM C fn The Ukiah Valley Water Authority: Date: Printed Name: Title: Address: Phone: Email: PRIVILEGED AND CONFIDENTIAL--SUBJECT TO COMMON INTEREST AGREEMENT COMMON INTEREST MATERIAL Calpella County Water District: Date: Printed Name: Title: Address: Phone: Email: Millview County Water District: Date: Printed Name: Title: Address: Phone: Email: Redwood Valley Co ty Water District: Date: f Printed Name Title:4r �/! • Address: Phone: Email: The City of Ukiah: Date: Printed Name: Title: Address: Phone: Email: Willow County Water District: Date: Printed Name: Title: Address: Phone: Email: Z lley Water Authority: Date: Printed Name: Q4* -1 / Title: �& '60j ;f 14 4r-Z4e/Ap74(-. Address: Phone: Email: 30. Nothing in this Agreement modifies or alters any prior agreements between the Parties. In the event of a conflict with the terms of this Agreement and some other agreement between the Parties, the terms of whichever agreement was executed earlier shall prevail. Calpella County Water District: Date: Printed Name: Title: Address: Phone: Email: Millview County Water District: Date: Printed Name: Title: Address: Phone: Email: Red od V lley County t:7t Date: Printed Name: �V_? r-?4-;1 Title: Address: Phone: Email: Page 35 of 37 The City of Ukiah: Date: Printed Name: Title: Address: Phone: Email: Willow County Water District: Date: Printed Name: Title: Address: Phone: Email: The Ukiah Valley Water Authority: Date: Printed Name: �i✓E� �✓ '/ Title: Address: Phone: Email: COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, ], (individual's name) , with and for (Party} ct� 'kA Aedge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: Printed Name: AJO( VA Title: By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. Party: Printed Name: Title: COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, [, (individual's name) Gj01 Cry ; , with and for (Party) _ ,`acknDow'le4d'fg\e-1 have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. �--Z �/t Date: IA Printed Name: ctalc 1 Title: ck a 4.(j uy� By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. Party: Printed Name: Title: Page 37 of 37 COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT 11' By signing below, 1, (individual's name} c� , with and for (Party) h"'rP-12511?1 5 , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: .� J 7-2 Printed Name: Title: By signing below, 1, (Party Representative) , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. Party: Printed Name: Title: COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, [, (individual's name)�� C , with and for (PartYft QWV1 QX4td acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: y 1Z-I�ZG Printed Name: �1 h,t, Title: [ k j yy\4, C By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) _for purposes of the Common Interest Agreement. Party: Printed Name: Title: COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name) _, with and for (Party) , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. t r 1 � r\ 1 G Date: Printed Name: Title: By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) _ for purposes of the Common Interest Agreement. Party: Printed Name: Title: Page 37 of 37 COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name) JUCLy7 ? f , with and for (Party) Cit Of jjk , acknowledge I have read and S understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: Printed Name: jWq Title: twit u LL� V i ' Ar By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. Party: Printed Name: Title: Page 37 of 37 COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name) J�WC, E !Q with and for (Party) <�:a om--2 L2 14114 , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. F /9,��r Date: �, L Printed Name: �114v�L N!a C� Title: . By signing below, 1, (Party Representative) , attest the above individual is an authorized agent of(Party) w for purposes of the Common Interest Agreement. Party: Printed Name: Title: r COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, 1, (individual's name) D—WA—,t1A , with and for If (Party) Lw tit.{ _ , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: 5 7 Printed Name: Title: // w4 cl `I l� ^� pt By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. _. Party: Printed Name: Title: Page 37 of 37 COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name) , with and for (Party) , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: Printed Name: Title: le- 761 By signing below, I, (Party Representative)_ , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement, Party: Printed Name: Title: Page 37 of 37 COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name) , with and for (Party) , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: Printed Name. Title: �� O By signing below, 1, (Party Representative) _.. , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. _ Party: Printed Name: Title: Page 37 of 37 COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name R x J5&&X th and for (Party) , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: Tr- Printed Name: Title: 2-1�--TII By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. Party: Printed Name: Title: Page 37 of 37 COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, 1, (individual's name)' 2 t t q , with and for (Party) Cpi-I k ] Dj , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: ZL Printed Name: as � U Title:Ocd1flA U llh_ wk)C uc. By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party)_ _ _ _ _ _ for purposes of the Common Interest Agreement. Party: Printed Name: Title: COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name) , with and for (Party) , acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: Printed Name: �GGti✓ i[�T�'� Title: roe By signing below, 1, (Party Representative) , attest the above individual is an authorized agent of(Party) for purposes of the Common Interest Agreement. Party: Printed Name: Title: COMMON INTEREST AGREEENT INDIVIDUAL ACKNOWLEDGEMENT AND AGREEMENT By signing below, I, (individual's name)_ , with and for (Party) _, acknowledge I have read and understand the terms of the Common Interest Agreement and agree to abide by the terms of the Common Interest Agreement. Date: Printed Name: Title: By signing below, I, (Party Representative) , attest the above individual is an authorized agent of(Party) _ for purposes of the Common Interest Agreement. Party: Printed Name: Title: