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HomeMy WebLinkAbout2026-05-07 UVWA PacketPage 1 of 2 Water Executive Committee Regular Meeting AGENDA Ukiah Valley Conference Center ♦ 200 South School Street ♦ Ukiah, CA 95482 To participate or view the virtual meeting, go to the following link: https://us06web.zoom.us/j/83268733029 Or you can call in using your telephone only: • Call (toll free) 1-669-444-9171 • Enter the Access Code: 832 6873 3029 • To Raise Hand enter *9 • To Speak after being recognized: enter *6 to unmute yourself May 7, 2026 - 5:00 PM 1. CALL TO ORDER AND ROLL CALL 2. APPROVAL OF MINUTES 2.a. Approval of the Minutes for the March 5, 2026, Regular Meeting. 3. AUDIENCE COMMENTS ON NON-AGENDA ITEMS The Ukiah Valley Water Authority (UVWA) / Water Executive Committee Members welcomes input from the audience. In order for everyone to be heard, please limit your comments to three (3) minutes per person and not more than ten (10) minutes per subject. The Brown Act regulations do not allow action to be taken on audience comments on non-agenda items. If you wish to submit written comments, please provide information to the UVWA, located at 300 Seminary Avenue, Ukiah, CA, 95482. 4. NEW BUSINESS 4.a. Consideration of Letter of Support for Redwood Valley County Water District's Annexation Efforts into the Russian River Flood Control & Water Conservation Improvement District. Recommended Action: Authorize the Chair to sign the letter of support for Redwood Valley County Water District's Annexation Efforts into the Russian River Flood Control & Water Conservation Improvement District. Attachments: 1. UVWA Draft Letter of Support 4.b. Consideration of Approval of Common Interest Agreement. Recommended Action: Authorize and Direct the Chair to Execute the Common Interest Agreement on Behalf of the Ukiah Valley Water Authority and Direct Staff to Take and all Actions Necessary to Effect that Execution. Attachments: 1. Common Interest Agreement Page 1 of 37 Page 2 of 2 4.c. Discussion Regarding the Ukiah Valley Water Authority (UVWA) Joining Mendocino Inland Water and Power Commission. Recommended Action: Discuss the terms, if any, of the UVWA joining the IWPC, and the most recent status and foreseeable events regarding PG&E's surrender of the Potter Valley Project. 5. UNFINISHED BUSINESS 6. ADMINISTRATIVE AND OPERATIONAL REPORTS 6.a. Report on Status of Application for SAFER Planning Grant. 6.b. General Management Report. 7. COMMITTEE MEMBER ANNOUNCEMENTS AND REPORTS 8. SET NEXT MEETING DATE 8.a. Discussion, Consideration, and Scheduling of Next Meeting Date with Meeting to be Held at the Ukiah Valley Conference Center, 200 South School Street, Ukiah, CA 95482, at 5:00 p.m. Recommended Action: Discuss and get consensus to hold the next regular meeting on the scheduled date of June 4, 2026, at 5:00 p.m., with the meeting to be held at the Ukiah Valley Conference Center, 200 South School Street, Ukiah, CA 95482; or select another date of the members choosing. 9. CLOSED SESSION 9.a. Conference with Legal Counsel -- Anticipated Litigation Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9 Two Cases 9.b. Conference with Real Property Negotiators (Cal. Gov't Code Section 54956.8) Property: 1850 Talmage Road, Ukiah, CA 95482 Negotiator: Jared Walker Negotiating Parties: Rogine Water Company Under Negotiation: Price & Terms of Agreement 10. ADJOURNMENT Please be advised that the Ukiah Valley Water Authority (UVWA)/ Water Executive Committee needs to be notified 24 hours in advance of a meeting if any specific accommodations or interpreter services are needed in order for you to attend. UVWA complies with ADA requirements and will attempt to reasonably accommodate individuals with disabilities upon request. Materials related to an item on this Agenda submitted to the UVWA Committee Members after distribution of the agenda packet are available for public inspection at the front counter at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, CA 95482, during normal business hours, Monday through Friday, 8:00 am to 5:00 pm. Any handouts or presentation materials from the public must be submitted to the clerk 48 hours in advance of the meeting; for handouts, please include 10 copies. I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the bulletin board at the main entrance of the City of Ukiah City Hall, located at 300 Seminary Avenue, Ukiah, California; and at the Ukiah Valley Conference Center, located at 200 South School Street, Ukiah, California; not less than 24 hours prior to the meeting set forth on this agenda. Kristine Lawler, CMC/CPMC Dated: 5/4/26 Page 2 of 37 Agenda Item 2a Page 1 of 3 water WATER EXECUTIVE COMMITTEE MINUTES Regular Meeting UKIAH VALLEY CONFERENCE CENTER 200 South School Street, Ukiah, CA 95482 Virtual Meeting Link: https://us06web.zoom.us/j/83268733029. Ukiah, CA 95482 March 5, 2026 5:00 p.m. 1. CALL TO ORDER AND ROLL CALL The Water Executive Committee (WEC) met at a Regular Meeting on March 5, 2026, having been legally noticed on March 2, 2026. The meeting was held in person and virtually at the following link: https://us06web.zoom.us/j/83268733029. Chair Schoeneman called the meeting to order at 5:05 p.m. Roll was taken with the following Members Present: Juan Orozco, Douglas Crane (arriving at 5:06), Gary Nevill, Devin Gordon, Adam Gaska, Tami Baarsch-Bogart, Steve Bogart, Bryan Ross, Tim Prince, and Tom Schoeneman. Staff Present: Jared Walker, Ukiah Water Resources Director and Kristine Lawler, UVWA Clerk. Also Present: Phil Williams, Legal Counsel. CHAIR SCHOENEMAN PRESIDING. New member, Bryan Ross, representing Millview County Water District, introduced himself and clerk, Kristine Lawler, administered the Oath of Office. 2. APPROVAL OF MINUTES a. Approval of the Minutes for the February 9, 2026, Special Meeting. Motion/Second: Gaska/Gordon to approve the minutes for the February 9, 2026, Special Meeting, as submitted. Motion carried by the following roll call votes: AYES: Orozco, Crane, Nevill, Gordon, Baarsch-Bogart, Bogart, Prince, and Chair Schoeneman. NOES: None. ABSENT: None. ABSTAIN: Ross. 3. AUDIENCE COMMENTS ON NON-AGENDA ITEMS No public comment was received. 4. NEW BUSINESS No new business items were placed on the agenda. 5. UNFINISHED BUSINESS a. Adoption of Resolutions Adopting Written Determinations Pursuant to Government Code Section 66016 (AB 2257), and Separate Rate Adjustments for the City of Ukiah, Willow County Water District, Millview County Water District, and Redwood Valley County Water District. Presenter: Jared Walker, Water Resources Director. Motion/Second: Gaska/Gordon to adopt resolution (UVWA Reso 2026-01) adopting the written determinations responding to the objections pursuant to Government Code section 66016 (AB 2257). Motion carried by the following roll call votes: AYES: Orozco, Crane, Nevill, Gordon, Gaska Baarsch- Bogart, Bogart, Prince, and Chair Schoeneman. NOES: None. ABSENT: None. ABSTAIN: Ross. Motion/Second: Crane/Gaska to adopt resolution (UVWA Reso 2026-02) adopting the proposed Page 3 of 37 Water Executive Committee Minutes for March 5, 2026, Continued: Page 2 of 3 water rate adjustments for the City of Ukiah. Motion carried by the following roll call votes: AYES: Orozco, Crane, Nevill, Gordon, Gaska Baarsch-Bogart, Bogart, Prince, and Chair Schoeneman. NOES: None. ABSENT: None. ABSTAIN: Ross. Motion/Second: Gordon/Gaska to adopt resolution (UVWA Reso 2026-03) adopting the proposed water rate adjustments for the Willow County Water District. Motion carried by the following roll call votes: AYES: Orozco, Crane, Nevill, Gordon, Gaska Baarsch-Bogart, Bogart, Prince, and Chair Schoeneman. NOES: None. ABSENT: None. ABSTAIN: Ross. Motion/Second: Baarsch-Bogart/Gaska to adopt resolution (UVWA Reso 2026-04) adopting the proposed water rate adjustments for the Millview County Water District. Motion carried by the following roll call votes: AYES: Orozco, Crane, Nevill, Gordon, Gaska, Baarsch-Bogart, Bogart, Ross, Prince, and Chair Schoeneman. NOES: None. ABSENT: None. ABSTAIN: None. Motion/Second: Gaska/Gordon to adopt resolution (UVWA Reso 2026-05) adopting the proposed water rate adjustments for the Redwood Valley County Water District. Motion carried by the following roll call votes: AYES: Orozco, Crane, Nevill, Gordon, Gaska Baarsch-Bogart, Bogart, Prince, and Chair Schoeneman. NOES: None. ABSENT: None. ABSTAIN: Ross. Member Consensus to direct to Staff that the written objections, written determinations, protest count determination, and adopted resolutions be included as part of the official administrative record. (Documents are attached) 6. ADMINISTRATIVE AND OPERATIONAL REPORT a. Report on Status of Application for SAFER Planning Grant. Presenter: Jared Walker, Ukiah Water Resources Director. Report was received. b. General Management Report. Presenter: Jared Walker, Ukiah Water Resources Director. Report was received. 7. COMMITTEE MEMBER ANNOUNCEMENTS AND REPORTS Presenters: Members Gaska, Baarsch-Bogart, and Bogart. Reports received. Member Directives to Staff:  Agendize a discussion regarding Inland Water Power Commission (IWPC).  To work with RVCWD to draft a letter of support for the Redwood Valley County Water District to be annexed into the Russian River Flood Control District, for consideration by each water district for signature. 8. SET NEXT MEETING DATE a. Discussion, Consideration, and Scheduling of Next Meeting Date with Meeting to be Held at the Ukiah Valley Conference Center, 200 South School Street, Ukiah, CA 95482, at 5:00 p.m. Presenter: Chair Schoeneman. Page 4 of 37 Water Executive Committee Minutes for March 5, 2026, Continued: Page 3 of 3 Member Consensus to hold the next regular meeting on the scheduled date of April 2, 2026, at 5:00 p.m., with the meeting to be held at the Ukiah Valley Conference Center, 200 South School Street, Ukiah, CA 95482. DIRECTORS ADJOURNED TO CLOSED SESSION AT 5:33 P.M. 9. CLOSED SESSION a. Conference with Legal Counsel - Anticipated Litigation Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.0 One Case No action reported; direction provided to Staff. 10. ADJOURNMENT There being no further business, the meeting adjourned at 6: p.m. ________________________________ Kristine Lawler, UVWA Clerk Page 5 of 37 Written Objections Received Page 6 of 37 Page 7 of 37 Page 8 of 37 Page 9 of 37 Page 10 of 37 Page 11 of 37 Page 12 of 37 Page 13 of 37 Page 14 of 37 Page 1 of 1 Protest Count as of February 9, 2026 (read aloud during public hearing): Service Area Total Parcels Subject to Rate Written Protests Received Protest Threshold City of Ukiah 5,018 42 2,510 Willow County Water District 1,146 35 574 Millview County Water District 1,777 72 889 Redwood Valley County Water District 1,885 58 943 Protest Count Determination Page 15 of 37 Adopted Resolutions and Written Determinations Page 16 of 37 Page 17 of 37 Exhibit A Category Category Definition Specific Objection District Material Under AB 2257?Recommended Determination A Cost of service, nexus, and proportionality Rates exceed cost of service / lack proportionality RVCWD Yes RVCWD has met its burden of proving that the proposed water rates proportionately recover costs from ratepayers based on the cost to provide service as demonstrated by the 2025 Water Rate Study, which can be found here: https://cityofukiah.com/utility- services/ A Cost of service, nexus, and proportionality Rates exceed cost of service / lack proportionality RVCWD Yes RVCWD has met its burden of proving that the proposed water rates proportionately recover costs from ratepayers based on the cost to provide service as demonstrated by the 2025 Water Rate Study, which can be found here: https://cityofukiah.com/utility- services/ A Cost of service, nexus, and proportionality Parcel-level proof required RVCWD No RVCWD has met its burden of proving that the proposed water rates proportionately recover costs from ratepayers based on the cost to provide service as demonstrated by the 2025 Water Rate Study, which can be found here: https://cityofukiah.com/utility- services/ A Cost of service, nexus, and proportionality Cross-subsidization between systems RVCWD Yes The City of Ukiah as Administrative Agent to UVWA, on behalf of RVCWD, maintains its accounts in accordance with Generally Accepted Accounting Principles (GAAP) for the revenue received and expenses incurred in providing water service to its customers, which includes ensuring water rate revenue in one system is not used to pay for costs of other systems for which it receives no commensurate benefit. A Cost of service, nexus, and proportionality Cross-subsidization between systems RVCWD Yes The City of Ukiah as Administrative Agent to UVWA, on behalf of RVCWD, maintains its accounts in accordance with Generally Accepted Accounting Principles (GAAP) for the revenue received and expenses incurred in providing water service to its customers, which includes ensuring water rate revenue in one system is not used to pay for costs of other systems for which it receives no commensurate benefit. A Cost of service, nexus, and proportionality Fixed monthly charges not tied to fixed costs RVCWD Yes RVCWD has met its burden of proving that the proposed water rates proportionately recover costs from ratepayers based on the cost to provide service as demonstrated by the 2025 Water Rate Study, which can be found here: https://cityofukiah.com/utility- services/ B Methodology, assumptions, and rate structure Financial assumptions unsupported or speculative RVCWD Yes The proposed rates are based on a financial plan that uses reasonable assumptions to estimate the cost of providing water service. B Methodology, assumptions, and rate structure Financial assumptions unsupported or speculative RVCWD Yes The proposed rates are based on a financial plan that uses reasonable assumptions to estimate the cost of providing water service. B Methodology, assumptions, and rate structure Capital projects insufficiently disclosed RVCWD Limited The proposed rates are based on a financial plan that uses reasonable assumptions to estimate the cost of providing water service. B Methodology, assumptions, and rate structure Capital projects insufficiently disclosed RVCWD Limited The proposed rates are based on a financial plan that uses reasonable assumptions to estimate the cost of providing water service. B Methodology, assumptions, and rate structure Front-loaded rate increases unreasonable RVCWD Limited The proposed rates are based on a financial plan that uses reasonable assumptions to estimate the cost of providing water service. Page 18 of 37 Exhibit A B Methodology, assumptions, and rate structure Multi-year increases excessive WCWD No The proposed rates are based on a financial plan that uses reasonable assumptions to estimate the cost of providing water service. B Methodology, assumptions, and rate structure Magnitude and duration excessive WCWD No Affordability concern; no cost-of-service defect. C Procedural, notice, and transparency issues Insufficient access to rate study / financial plans RVCWD Limited Documents posted at https://cityofukiah.com/utility-services/ prior to hearing. C Procedural, notice, and transparency issues Insufficient access to rate study / financial plans RVCWD Limited Documents posted at https://cityofukiah.com/utility-services/ prior to hearing. C Procedural, notice, and transparency issues Rate study outdated or unavailable WCWD Limited Current financial plans govern this rate action. C Procedural, notice, and transparency issues Notice insufficient for evaluation RVCWD Limited Notices summarized rates and directed public to website. C Procedural, notice, and transparency issues Request for continuance or deferral RVCWD No Continuance discretionary; record sufficient. C Procedural, notice, and transparency issues Request for continuance or deferral RVCWD No Continuance discretionary; record sufficient. D Affordability, equity, and policy concerns Rates unaffordable / hardship MCWD No Affordability concerns acknowledged; policy issue. D Affordability, equity, and policy concerns Rates unaffordable / seniors / fixed income WCWD No Policy concern only. D Affordability, equity, and policy concerns Rates unaffordable / magnitude excessive WCWD No Policy disagreement. D Affordability, equity, and policy concerns Consolidation unfair or improper MCWD No Governance issue outside AB 2257 scope. D Affordability, equity, and policy concerns Consolidation unfair or improper WCWD No Governance issue outside AB 2257 scope. E Legal misstatements or incorrect assertions Rates are taxes WCWD No Incorrect legal premise; Prop 218 applies. E Legal misstatements or incorrect assertions Two-thirds vote required WCWD No No voter approval required for water rates. E Legal misstatements or incorrect assertions Rates used to backfill City budget WCWD No Utility revenues restricted to water purposes. E Legal misstatements or incorrect assertions Improper sharing of water revenues WCWD No Financial plans show system-specific use. SUMMARY NOTES Unique written objection letters 5 Unique objection sets requiring response 5 Objection categories requiring substantive AB 2257 response Categories A and B only Letters by District:Objector(s) MCWD (Millview)Joyce & Pierre Archain RVCWD (Redwood Valley)Raymond, Priscilla & Stephanie Yeh; Six Madley WCWD (Willow)Jim Donnelly; Melissa Dale Page 19 of 37 Page 20 of 37 Page 21 of 37 Page 22 of 37 Page 23 of 37 Page 24 of 37 Page 25 of 37 Page 26 of 37 Page 27 of 37 AGENDA ITEM 4A - ATTACHMENT 1 April 2, 2026 Mendocino Local Agency Formation Commission (LAFCo) 200 S School Street, Ste. 2 Ukiah, CA 95482 SUBJECT: Russian River Flood Control and Conservation Improvement District (RRFC) Application Dear LAFCo Commissioners: The Ukiah Valley Water Authority (UVWA) wishes to voice its support of the application of Russian River Flood Control and Conservation Improvement District (RRFC) to Mendocino Local Agency Formation Commission (LAFCo) to annex the entirety of Redwood Valley County Water District (RVCWD) into its boundaries. If the annexation application is approved, RVCWD would be able to directly use the 328.85 Acre Feet of water contracted through a Uniform Water Supply & Purchase Agreement with RRFC. The proposed annexation would afford RVCWD a measured level of water security to supply its customers, domestic and agricultural. UVWA was founded under the principle that collaborating to combine and coordinate the operations of our respective water systems into a Combined Water System is in the best interest of all water districts within the Greater Ukiah Valley. It is recognized that all member agencies of the UVWA benefit through the coordinated use of their respective water resources and water systems. Redwood Valley County Water District has been jurisdictionally restricted to fully benefit from the 328.85 acre feet of water it has contracted through a Uniform Water Supply & Purchase Agreement with RRFC due to large portions of its district boundaries lying outside of the district boundaries of RRFC. RVCWD and RRFC seek to remedy that restriction by seeking approval by LAFCo to allow RRFC to fully annex RVCWD, to make their district boundaries coterminous. In the spirit of collaboration and cooperation, the UVWA supports the application to Mendocino LAFCo for RRFC to fully annex RVCWD and urges Mendocino LAFCo to approve the application for annexation. Signed, Tom Schoeneman, Chair Ukiah Valley Water Authority Water Executive Committee Page 28 of 37 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- Agenda Item 4b Page 29 of 37 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.” 6.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. Page 30 of 37 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 Page 31 of 37 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 Page 32 of 37 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. Page 33 of 37 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 JPA 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 e-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. Page 34 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: _________________________ 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 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: __________________ Title: __________________________ Address: ________________________ Phone: _________________________ Email: _________________________ Page 36 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: _________________________ 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