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Board of Directors Meeting Agenda of 4 December 17, 2003

REGULAR MEETING OF THE BOARD OF DIRECTORS WATER REPLENISHMENT DISTRICT OF SOUTHERN CALIFORNIA

12621 E. 166th Street, Cerritos, California 90703

1:00 P.M., WEDNESDAY, DECEMBER 17, 2003

AGENDA Each item on the agenda, no matter how described, shall be deemed to include any appropriate motion, whether to adopt a minute motion, resolution, payment of any bill, approval of any matter or action, or any other action. Items listed as “For Information” or “For Discussion” may also be the subject of an “action” taken by the Board or a Committee at the same meeting. I. DETERMINATION OF A QUORUM

II. PLEDGE OF ALLEGIANCE

III. INVOCATION

IV. PUBLIC COMMENT

V. ADDITIONAL ITEMS TO AGENDA Determine the need to add items to the agenda. In order for the Board to add an item to the agenda it must make a determination that: (i). The item came to the attention of the Board after the posting of the agenda; (ii). That there is a need for immediate action to be taken by the Board. If these two tests are met, the Board may add the item in question to the agenda for consideration consistent with the provisions of the Brown Act.

VI. CONSENT CALENDAR

Consent Calendar items are considered routine by the Board of Directors and will be adopted by one motion. There will be no separate discussion of these items unless a Board Member so requests, in which event the item will be removed from the Consent Calendar and considered separately immediately following action on the remaining items. A. MINUTES OF THE REGULAR MEETING OF NOVEMBER 5, 2003, THE

SPECIAL MEETING OF NOVEMBER 5, 2003, AND THE REGULAR MEETING OF NOVEMBER 19, 2003 Staff Recommendation: That the Board approve the Minutes as submitted.

B. DEMANDS AND CONTRACTS Staff Recommendation: That the Board approve the Demands as submitted.

Committee Recommendation: The Finance Committee recommends that the Board approve the Demands as submitted.


C. FINANCIAL STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2003

Staff Recommendation: That the Board approve the Financial Statements as submitted.

Committee Recommendation: The Finance Committee recommends that the Board approve the Financial Statements as submitted.

D. INVESTMENT REPORT FOR THE PERIOD ENDED OCTOBER 31, 2003

Staff Recommendation: That the Board approve the Investment Report as submitted.

Committee Recommendation: The Finance Committee recommends that the Board approve the Investment Report as submitted.

E. AMERICAN WATER WORKS ASSOCIATION RESEARCH FOUNDATION MEMBERSHIP FEES Staff Recommendation: That the Board renew the District’s membership in the American Water Works Association Research Foundation for $40,000 for the period October 2003 to September 2004. Committee Recommendation: The Groundwater Cleanup Committee reviewed this item on November 20, 2003 and concurred with the staff recommendation.

F. TEMPORARY ACCESS AND LICENSE AGREEMENT Staff Recommendation: That the Board approve the execution of the license agreement between WRD and the Pacific Energy Group for entering their property and performing geotechnical investigation for construction of the Demonstration Wall. Committee Recommendation: The Groundwater Clean-up Committee reviewed this item on November 20, 2003 and concurred with the staff recommendation.

VII. WRD SAMPLING VEHICLE

Staff Recommendation: That the Board authorize the General Manager to purchase a new groundwater sampling vehicle for an amount not to exceed $132,000. Committee Recommendation: The Water Resources Committee will review this item at its December 15, 2003 meeting and will provide a recommendation to the Board.

VIII. RESERVE FUND POLICY Staff Recommendation: That the Board support the $15 million reserve fund policy. Committee Recommendation: The Administrative Committee recommends that the Board approve a reserve of $15 million.


IX. ORGANIZATION CHART Staff Recommendation: For discussion. Committee Recommendation: For discussion and possible adoption.

X. STATE AND LOCAL ADVOCACY SUPPORT SERVICES Staff Recommendation: That the Board (1) renew Rose & Kindel’s contract for state and local advocacy support, and (2) terminate the contract with R. Fair & Associates and initiate a contract with Earnest Governmental Relations for state legislative and governmental relations services. Committee Recommendation: For discussion.

XI. FEDERAL ADVOCACY SUPPORT Staff Recommendation: For discussion. Committee Recommendation: For discussion.

XII. CAPITAL IMPROVEMENT PLAN Staff Recommendation: For information. Committee Recommendation: For information.

XIII. GENERAL MANAGER’S REPORT

XIV. DISTRICT COUNSEL REPORT

XV. DIRECTORS’ REPORTS XVI. WRD BOARD MEETING DATES

A. January 7, 2004 – 1:30 P.M. – Board of Directors Meeting B. January 21, 2004 – 1:30 P.M. – Board of Directors Meeting C. February 4, 2004 – 1:30 P.M. – Board of Directors Meeting D. February 18, 2004 - 1:30 P.M. – Board of Directors Meeting

XVII. CLOSED SESSION A. Existing litigation per Government Code §54956.9 (a)

1. Buford Sonny Walker vs Water Replenishment District of Southern California, et al.; Case No. BC276152

2. WRD vs Kernview Oil Corporation, Pacific Energy Resources, Sunset Pipeline and Terminalling, Inc., Titan Energy, Inc., Trio Petroleum, Inc., Danex Aggregate Materials, Inc., and DOES 1-30. Case No. BC286475

3. Ronald P. Flores vs. Water Replenishment District of Southern California, et al.; California Court of Appeal, Case No. B165755

B. Anticipated litigation per Government Code §54956.9 (c), One Case C. Labor Negotiations per Government Code §54957.6

Negotiator: Arnoldo Beltran Bargaining Group: American Federation of State County & Municipal Employees (AFSCME)


Discussion: Terms and conditions for Memorandum of Understanding for bargaining group

D. Conference with real property negotiator per Government Code §54956.8 Real Property: 14150 Vine Place, Cerritos, California 90703; Parcel No. APN 7003-005-003 Agency Representative: J. Arnoldo Beltran Negotiating Parties: The Stevens Group Under Negotiation: Price, terms, and conditions for possible purchase

XVIII. ADJOURNMENT

Agenda posted by Marcia Forkos, Deputy Secretary, December 12, 2003. In compliance with ADA requirements, this document can be made available in alternative formats upon request.

MINUTES OF NOVEMBER 5, 2003 MEETING OF THE BOARD OF DIRECTORS

WATER REPLENISHMENT DISTRICT OF SOUTHERN CALIFORNIA

A regular meeting of the Board of Directors of the Water Replenishment District was

held on November 5, 2003, at 1:35 P.M. in the District office at 12621 E. 166th Street,

Cerritos, California. President Willard H. Murray, Jr. called the meeting to order.

Deputy Secretary Marcia A. Forkos recorded the minutes.

I. DETERMINATION OF A QUORUM

The President declared a quorum of Directors was present, which in

addition to himself included Directors Pat Acosta, Robert W. Goldsworthy,

Albert Robles, and Norm Ryan. Also participating in the meeting were

General Manager Robb Whitaker, District Counsels J. Arnoldo Beltrán and

Edward Casey, Assistant General Manager Kavous Emami, and Assistant

to the General Manager Adeline Yoong.


Mr. Patrick Scanlon, Southern California Water Company (SCWC), led the

Pledge of Allegiance.

III. INVOCATION Director Ryan gave the Invocation.

IV. PUBLIC COMMENT None.

V. ADDITIONAL ITEMS TO AGENDA None.

Director Murray informed everyone that the District’s new General

Manager is Robb Whitaker effective November 1, 2003.

Board of Directors Meeting Page 2 of 10 November 5, 2003

VI. CONSENT CALENDAR A. MINUTES OF THE SPECIAL MEETING OF OCTOBER 27, 2003

Upon a motion duly made by Director Ryan, seconded by Director

Goldsworthy, and unanimously carried, it was

RESOLVED: That the Board approves the Consent Calendar of the meeting of November 5, 2003, as submitted.

The agenda items were taken out of order. XVI. WRD BOARD MEETING DATES

A. November 19, 2003 – 1:30 P.M. – Board of Directors Meeting

B. December 17, 2003 – 1:30 P.M. – Board of Directors Meeting

C. January 7, 2004 – 1:30 P.M. – Board Of Directors Meeting VII. UNITED STATES GEOLOGICAL SURVEY DOMINGUEZ GAP

BARRIER WORK

General Manager Robb Whitaker stated that WRD has been performing

detailed investigations with the United States Geological Survey (USGS)

since 1995 to better understand the hydrogeologic and water quality

framework of the Central and West Coast basins for improved basin

management. Recently, work has focused on the Dominguez Gap area to

identify potential routes of seawater intrusion and operation of barrier

wells. The USGS is proposing a 3-year study, for which WRD staff is only

recommending commitment to the first year for now. He then introduced

Dr. Eric Reichard of the USGS.

Dr. Eric Reichard stated that the prior work included detailed analyses of

soil core materials and pore fluids and developed sequence stratigraphic

geologic cross sections. This work has been partially funded in various


phases by WRD, USGS, and the Los Angeles County Department of

Public Works (DPW). The proposed work in the Dominguez Gap area is

to determine the practical implications of the new hydrogeological

understanding and to improve barrier operations and develop strategies

for seawater intrusion control. The investigation results have the potential

to save considerably more money through reduced barrier injection water

and/or costs. For the first year, WRD would be responsible for $125,000

and the USGS would contribute $110,500.

The Water Resources Committee reviewed this item at its October 22,

2003 meeting and concurred with the staff recommendation.

Upon a motion duly made by Director Robles, seconded by Director

Goldsworthy, and unanimously carried, it was

RESOLVED: That the Board enter into a cooperative agreement with the United States Geological Survey to investigate seawater intrusion in the Dominguez Gap area of the West Coast Basin, at an amount not to exceed $125,000.

VIII. CONSIDERATION OF SOLICITATION FOR COOPERATIVE

RESEARCH WITH WEST BASIN MUNICIPAL WATER DISTRICT

Director Robles, Water Resources Committee Chairman, stated that this

item was reviewed by the Committee at its October 20, 2003 meeting. At

that meeting, Richard Nagel of West Basin Municipal Water District

(WBMWD) provided additional information to the Committee, invited WRD

to participate in the research, and concurred with WRD staff’s

recommendations.

Director Acosta requested a staff report. Senior Engineer Paul Fu stated that this

item was first presented to the Inter-Agency Committee at its September 25, 2003


meeting and was referred to the Water Resources Committee for further review

and financial consideration.

Dr. Fu stated that West Basin Municipal Water District (WBMWD) requested

WRD’s participation as a collaborating utility along with various organizations and

water utilities for a research project entitled Rejection of Contaminants of Concern

by Nanofiltration and Ultra-Low Pressure Reverse Osmosis Membranes for

Treating Water of Impaired Quality. This research project involves a two-year term

study comparing various membranes for indirect potable re-use applications.

WBMWD is contributing $120,000, the WateReuse Foundation $100,000, and the

American Water Works Association Research Foundation (AWWARF) another

$100,000. WRD is being asked to contribute $20,000.

It was staff’s recommendation at the Inter-Agency Committee that this is a good

research project, but WRD would like to be a partner in the research advisory team

and have the Department of Health Services (DHS) involved with respect to

identifying which contaminants to focus on and the associated analytical

procedures. WRD‘s contribution may defray the cost of DHS participation. It was

also recommended that this research be coordinated with the similar on-going

research conducted by the Orange County Water District (OCWD) and the Long

Beach Water Department (LBWD).

Dr. Fu added that at the Water Resources Committee meeting, Mr. Nagel gave a

brief background on the project, concurred with the suggestions made by WRD

staff, and assured everyone that the DHS, OCWD, and LBWD were already part of

the research advisory team. He also invited WRD to participate in the research.

The Water Resources Committee recommended that the Board approve one

staff member to participate in the research advisory team as in-kind services

from WRD, and that WRD contribute an amount not to exceed $20,000 to

support the research project and pay for the cost of the DHS’ staff participation.



Goldsworthy, and unanimously approved, it was

RESOLVED: That the Board approve one staff member to participate in the research advisory team as in-kind services from WRD, and that WRD contribute $20,000 to support the research and the involvement of staff from the Department of Health Services.

IX. SALT MANAGEMENT GUIDE RESEARCH PROJECT Director Robles stated that the Water Resources Committee reviewed this

item on October 14, 2003 and recommended financial participation in the

requested amount of $3,000.

Director Acosta stated that the Inter-Agency Committee reviewed this item

on September 25, 2003. At that meeting, she had recommended that the

District provide conceptual support on the project and have the Water

Resources Committee review this item to determine if financial support is

necessary. Director Murray recommended that the District provide

conceptual and financial support and that the Water Resources

Committee determine the extent of the District’s participation.

She noted that at the WateReuse Conference in San Antonio, Texas that

she had recently attended, she met with the authors of the Study and she

had concerns about what the Guide will accomplish.

Assistant General Manager Kavous Emami concurred with Director

Acosta and stated that the authors had no knowledge of the emerging

contaminants and their relationships that are a cause of concern to WRD.

Director Robles recommended that the Board defer this item to the next

Board meeting for staff to address Director Acosta’s concerns.


Mr. Jim Glancy, City of Lakewood, added that the study pertains to

additional uses of recycled water to conserve groundwater and surface

water. The Guide will provide guidance and set landscape parameters

on what type of salt management activities to implement when using

recycled water for irrigation.

President Murray stated that this item will be deferred to the next Board

meeting. There were no objections from the other Directors.

X. LEO J. VANDER LANS WATER TREATMENT FACILITY PROJECT CHANGE ORDER UPDATE

General Manager Whitaker stated that the current change order before the

Board today was due to unforeseen alterations required by the Long

Beach Fire Department, various programming changes, design alterations

and piping modifications for the ultra-violet equipment. The amount of the

change order is $122,000 and is within the allocated contingency for the

contract.

Director Ryan asked if the District can forestall payment of the $122,000.

Assistant General Manager Emami responded that the contractor will not

get paid until the project is completed. Director Ryan asked how much

more of the allotted contingency is expected to be spent. Mr. Emami

stated that the District is at 4.1% of the 5% contingency amount and does

not expect to spend any more.

The regular Board meeting recessed at 2:10 p.m. to open the special

Board of Directors Meeting.

The special Board of Directors Meeting adjourned at 2:25 p.m. and the

regular Board meeting reconvened.


XI. LEO J. VANDER LANS WATER TREATMENT PROJECT ADDENDUM FOR SEPARATION PROCESS, INC. CONTRACT EXTENSION



RESOLVED: That the Board authorize the General Manager to approve Addendum No. 2 increasing the agreement amount by $35,000 with Separation Processes, Inc., for a revised contract amount of $492,308.

The Water Resources Committee reviewed this item at its October 20,

3003 meeting and recommended approval.

XII. LEGISLATIVE REPORT – SB 906

Assistant to the General Manager Adeline Yoong gave an update on

federal and state legislative activities.

Ms. Yoong also stated that the Board is being asked to remove support for

SB 906 (Alarcon). Originally a bill on water districts by Senator Martha

Escutia, this bill was replaced with new language on September 9, 2003

and is now a labor bill.

The Inter-Agency Committee reviewed this item at its October 23, 2003

meeting and concurred with the staff recommendation.

Upon a motion duly made by Director Acosta, seconded by Director

Murray, and unanimously approved, it was

RESOLVED: That the Board withdraw support of SB 906.


XIII. GENERAL MANAGER’S REPORT General Manager Whitaker informed everyone of the Central Basin Water

Association Quarterly Meeting tomorrow, November 6, at Maggie’s Pub and the

West Basin Water Association Quarterly Dinner, November 19, at the Alpine

Village.

XIV. DISTRICT COUNSEL REPORT Deferred to closed session.

XV. DIRECTORS’ REPORTS/COMMITTEE REPORTS Director Robles stated that he was disappointed with the Board’s action today

regarding the process followed in the selection of the public relations firm.

(Please see minutes of the Special Board Meeting of November 5, 2003.)

Director Acosta concurred. She stated the District has a procurement policy in

place for contracts and professional services that she, as a former member of the

Administrative Committee, had worked on to address the State auditors’

concerns and would like to be adhered to.

Director Ryan stated that he, President Murray, and some the District’s

Accounting staff met with the Finance Department of the Metropolitan Water

District (MWD) to gather insight on their cash flow operations.

President Murray announced that today is his grand daughter’s second birthday.

XVII. CLOSED SESSION A. Existing litigation per Government Code §54956.9

1. Buford Sonny Walker vs Water Replenishment District of Southern California, et al.; Case No. BC276152 2. WRD vs. Kernview Oil Corporation, Pacific Energy Resources,

Sunset Pipeline and Terminalling, Inc., Titan Energy, Inc., Trio Petroleum, Inc., Danex Aggregate Materials, Inc., and DOES 1-30. Case No. BC286475



B. Anticipated litigation per Government Code §54956.9 (b): One Case C. Consideration of appointment, employment, evaluation of performance,

or dismissal of public employee per Government Code §54957 Position Title: General Manager

Negotiating Parties: Bruce Mowry (District Negotiator) and Terry D. Labor Negotiations per Government Code §54957.6

Negotiator: Arnoldo Beltrán Bargaining Group: American Federation of State, County and Municipal Employees (AFSCME) Discussion: Terms and conditions for Memorandum of Understanding for bargaining group

E. Conference with real property negotiator per Government Code §54956.8 Real Property: Northwest corner of Imperial Highway and Bloomfield in the City of Norwalk, California; Parcel No. APN 8025-003-004 Negotiating Parties: J. Arnoldo Beltrán and Stadium Properties LLC Under Negotiation: Price, terms, and conditions for possible purchase The Board went into closed session. The Board reconvened in open

session.

For Agenda Item XVII.A.1, XVII.A.2, and XVII.A.3, a status report was given and

no action was taken.

For Agenda Item XVII.B, one case was reviewed and no action was taken.

For Agenda Item XVII.C, the Board reached consensus with Directors Acosta

and Robles dissenting.

For Agenda Item XVII.D, the Board reviewed a variety of provisions regarding the

Memorandum of Understanding, further instructions were provided, and Director

Robles dissented.

Agenda Item XVII.E, was not discussed.


XVIII. ADJOURNMENT President Murray asked if there was any further business to come before

the Board and there being none, the meeting was adjourned upon a

motion made by Director Ryan and seconded by Director Goldsworthy.

_____________________________

President

ATTEST:

___________________________

Secretary

MINUTES OF NOVEMBER 5, 2003 SPECIAL MEETING OF THE BOARD OF DIRECTORS


A special meeting of the Board of Directors of the Water Replenishment District

was held on November 5, 2003, at 2:10 P.M. in the District office at 12621

E.166th Street, Cerritos, California. President Willard Murray, Jr. called the

meeting to order and presided. Deputy Secretary Marcia A. Forkos recorded the

minutes.


The President declared a quorum of Directors was present, which

in addition to himself included Directors Pat Acosta, Robert W.

Goldsworthy, Albert Robles, and Norm Ryan. Also participating in

the meeting were General Manager Robb Whitaker, District

Counsel J. Arnoldo Beltrán and Edward Casey, and Assistant to the

General Manager Adeline Yoong.

II. PUBLIC COMMENT

None.

III. AWARD CONTRACT FOR PUBLIC RELATIONS OUTREACH AND PUBLIC RELATIONS PROFESSIONAL SERVICES FOR WRD PROGRAMS

Director Robles stated that he saw no reason why this item was not

properly agenized as a regular board meeting agenda item since he

saw no urgency in discussing it and taking action. He stated that in

light of recent newspaper articles and exposes on other water

districts, he felt that the item would be better off properly agendized

and discussed at a regular board meeting at a future date.

Director Acosta concurred and stated that there were two firms in

question and one of them had not yet provided a written proposal to

Special Board of Directors Meeting Page 2 of 3 November 5, 2003

the Board. She stated that she felt that the District had undermined

its own procedure since an ad hoc committee was formed to

interview all five applicants and the Ad Hoc committee had, after a

thorough review, already made a recommendation to the Board.

She stated that if the Board decides to proceed, then it should start

the process again.

Upon a motion duly made by President Murray, seconded by

Director Ryan, and by roll call vote, it was

RESOLVED: That the Board awards the contract for public relations outreach and public relations professional services to Cerrell & Associates for an amount not to exceed $110,000. AYES: Directors Goldsworthy, Murray, Ryan NOES: Directors Acosta, Robles

IV. FEDERAL LEGISLATIVE ADVOCACY SUPPORT Assistant to the General Manager Adeline Yoong stated that the

Inter-Agency Committee had directed staff to explore various firms

to provide lobbyist services in Washington D.C. The firms

contacted were Platinum Advisory Group, Jim McConnell, Will &

Carlson, Inc., and ENS Resources, Inc.

Director Goldsworthy requested that the present legislative

advocacy firm of Carpi and Clay be included in the list.

Director Ryan stated that he had spoken to the Chief of Staff of

Congressman Richard Pombo who had recommended the firm of

Manatt, Phelps & Phillips. He stated that he would like this firm to

be added to the list as well.

Special Board of Directors Meeting Page 3 of 3 November 5, 2003

Director Acosta stated that the District would like to explore new

firms that could better assist the District in securing more funding

opportunities in the future.

Director Robles asked why the request for proposal process was so

selective. Director Acosta described the process used to solicit

professional services in accordance with the District’s

Administrative Code.

Director Robles commented that he felt that it raises the suspicion

of everyone to have agenda items added at the last minute and that

such action does not bode well for the District.

V. ADJOURNMENT President Murray asked if there was any further business to come

before the Board and there being none, the meeting was adjourned

upon a motion made by Director Ryan and seconded by Director

Goldsworthy.

The meeting reconvened to the regular Board meeting.

_____________________________

President

ATTEST:

___________________________

Secretary

MINUTES OF NOVEMBER 19, 2003 MEETING OF THE BOARD OF DIRECTORS


A regular meeting of the Board of Directors of the Water Replenishment District was

held on November 19, 2003, at 1:32 P.M. in the District office at 12621 E. 166th Street,

Cerritos, California. President Willard H. Murray, Jr. called the meeting to order.

Deputy Secretary Marcia A. Forkos recorded the minutes.


The President declared a quorum of Directors was present, which in

addition to himself included Directors Pat Acosta, Robert W. Goldsworthy,

Albert Robles, and Norm Ryan. Also participating in the meeting were

General Manager Robb Whitaker, District Counsels J. Arnoldo Beltrán and

Edward Casey, Assistant General Manager Kavous Emami, and Assistant

Engineer Charlene King.


Mr. Fernando Paludi, Central Basin Municipal Water District, led the Pledge of

Allegiance.

III. INVOCATION Director Ryan gave the Invocation.

IV. PUBLIC COMMENT None.

V. ADDITIONAL ITEMS TO AGENDA None.

VI. CONSENT CALENDAR

A. MINUTES OF THE MEETING OF OCTOBER 15, 2003 B. MINUTES OF THE SPECIAL MEETING OF OCTOBER 23, 2003 C. DEMANDS AND CONTRACTS


D. FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2003

E. INVESTMENT REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2003 F. FINANCIAL AUDITORS REPORT G. TRAVEL REQUEST- 2003 NATIONAL SALINITY MANAGEMENT AND

DESALINATION, DECEMBER 8-9, 2003, LAS VEGAS, NEVADA H. ABANDON WRD’S SANTA FE SPRINGS MONITORING WELL

Director Robles requested that Agenda Item VI.A, Minutes of the meeting of

October 15, 2003 be taken off the Consent Calendar.

Upon a motion duly made by President Murray, seconded by Director


RESOLVED: That the Board approves Items VI.B, C, D, E, F, G and H of the Consent Calendar of the meeting of November 15, 2003.

VI.A. MINUTES OF THE MEETING OF OCTOBER 15, 2003

Director Robles recommended changes to Agenda Item IX of the minutes

of the regular meeting of October 15, 2003.


Acosta, and unanimously carried, it was

RESOLVED: That the Board approves the minutes of the meeting of October 15, 2003, as amended.

VII. SAFE DRINKING WATER PROGRAM – CITY OF COMMERCE WELL 4 PROJECT AUTHORIZATION TO ADVERTISE FOR BIDS

Upon a motion duly made by Director Goldsworthy, seconded by Director

Robles, and unanimously approved, it was

RESOLVED: That the Board authorizes the General Manager to advertise for bids for construction of the Safe


Drinking Water Program Treatment Facility for Commerce Well Number 4.

VIII. SAFE DRINKING WATER PROGRAM – CITY OF COMMERCE WELL 4

CEQA NEGATIVE DECLARATION ADOPTION

Upon a motion duly made by Director Goldsworthy, seconded by Director


RESOLVED: That the Board adopts a Negative Declaration for Commerce Well Number 4 Treatment Project.

Director Robles asked the Administrative Committee to consider

amending the District’s Administrative Code’s Procurement Policies and

Procedures such that issuance of all requests for proposals (RFP) and

contract solicitations are approved by the Board even if they are less than

$25,000.

IX. SAFE DRINKING WATER PROGRAM – CITY OF COMMERCE WELL 4 TREATMENT PROJECT AGREEMENT BETWEEN COMMERCE AND WRD

Director Robles stated that the Water Resources Committee reviewed the

agreement and recommended that a change be made to wellhead

treatment project contracts. It was recommended that the ownership of

the wellhead treatment system be maintained by the purveyor due to

depreciation and liability issues.

Upon a motion duly made by Director Acosta, seconded by Director


RESOLVED: That the Board execute and agreement with the City of Commerce, upon approval by District Counsel as to form, for an amount not to exceed $300,000 for a


treatment system to remove VOCs from Commerce Well Number 4.

X. PERMISSION LETTER FOR NEIGHBOR’S WALL ORDUNA DESALTER PROPERTY

Assistant General Manager Kavous Emami stated that the WRD owns and

maintains the single family lot with the potable water well at the Orduña

Desalter located at 4635 Sepulveda Blvd. in the City of Torrance. Mr. and

Mrs. Joseph Tran own and live on the property at 4637 Sepulveda Blvd.

next to the WRD’s property. The two properties were separated by a short

block wall.

Mr. Tran retained a contractor to extend the block wall vertically to have

more privacy. Mr. Tran mentioned that he was not aware that a

construction permit was required by the City of Torrance and thus

proceeded with the extension of the block wall without any permit. The

City of Torrance has informed Mr. Tran that he must obtain the consent of

the adjacent property owners.

The Water Resources Committee recommended that staff issue a letter of

consent to Mr. Tran for the extension of the wall provided that he secure

all other permit conditions and that the WRD will not be responsible for

any cost or liability associated with the extension of the block wall.



RESOLVED: That the Board authorize staff to issue a letter of consent to Mr. Tran for the extension of the block wall at the Orduña Desalter property.


XI. SALT MANAGEMENT GUIDE RESEARCH PROJECT Upon a motion duly made by Director Robles, seconded by Director

Acosta, and unanimously approved, it was

RESOLVED: That the Board approve WRD’s participation as a collaborating utility on the research project entitled Salt Management Guide and contribute $3,000 toward the effort.

XII. SAFE DRINKING WATER PROGRAM UPDATE

Assistant Engineer Charlene King gave an update on the District’s Safe

Drinking Water Program. There are four projects in the design and/or

construction phase: Norwalk Well No. 8, Southern California Water

Company Converse Well, City of Commerce Well 4L, and Southern

California Water Company Imperial Wells 1, 2, and 3 project. Ms. King

added that staff is currently evaluating new candidates for the Program:

Suburban Water Systems Well 410 located in the City of La Mirada and

Sativa Los Angeles County Water District Well 4 located in the City of

Compton. There are currently eleven wellhead treatment facilities in

operation.

Director Acosta asked staff to provide a status report on South Gate’s

Well 7 at a future meeting. Director Robles asked staff to provide

Ms. Hazel Scotto, Downey League of Women Voters, a copy of staff’s

report on the Safe Drinking Water Program.

XIII. SELECTION OF BOND COUNSEL Director Ryan stated that the Ad Hoc Bond Counsel Committee, consisting

of Director Goldsworthy and himself, interviewed the top three candidates

for bond counsel that were recommended by the District’s financial

advisors, Fieldman, Rolapp & Associates. The firms interviewed were

Nossaman Guthner Knox & Elliott LLP, Orrick Herrington & Sutcliffe LLP,


and Sidley Austin Brown & Wood LLP. After a complete and thorough

review process, the Ad Hoc Committee recommended the firm of Orrick

Herrington & Sutcliffe LLP.

Director Robles had questions on the interview process. He expressed

concern that there was no contract provided for review and no maximum

amount set for the bond issuance.

District Counsel Ed Casey stated that the contract will have a maximum

amount and that the appropriate formula will be applied to reflect a

reduced fee if the bond is less than the maximum amount. He noted that

this is a time and materials contract and if the financing does not close, no

one is compensated.

Director Acosta stated that she understood everyone’s frustration with the

process but assured everyone that things are progressing well and money

will be saved.

Upon a motion duly made by Director Ryan, seconded by President

Murray, and with Director Robles dissenting, it was

RESOLVED: That the Board authorize a contract for bond counsel services with Orrick Herrington & Sutcliffe LLP.

XIV. CONSIDERATION OF RESOLUTION NO. 03-691 – A RESOLUTION OF THE BOARD OF DIRECTORS OF THE WATER REPLENISHMENT DISTRICT OF SOUTHERN CALIFORNIA ADOPTING THE PUBLIC AGENCY RETIREMENT SYSTEM (PARS) TRUST AND APPOINTING A PLAN ADMINISTRATOR

District Counsel Casey stated that the Board approved participation in the

Public Agency Retirement System (PARS) at its August 6, 2003 meeting.

The proposed resolution will implement the District’s joining PARS.


Mr. Casey noted that the District General Manager will be the designated

Plan Administrator and January 1, 2003 is the effective date of the

adoption of the PARS Trust.

Director Robles asked if the Board would reconsider this item in light of

recent editorials in the Sacramento Bee regarding perks and benefits of

certain water districts.

Upon a motion duly made by Director Ryan, seconded by President

Murray, and with Director Robles dissenting, Resolution No. 03-691 was

adopted.

RESOLUTION NO. 03-691

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE WATER REPLENISHMENT DISTRICT OF SOUTHERN CALIFORNIA

ADOPTING THE PUBLIC AGENCY RETIREMENT SYSTEM (PARS) TRUST AND APPOINTING A PLAN ADMINISTRATOR

(Reference is hereby made to Resolution No. 03-691 in the Draft Resolution file and by this reference is incorporated herein and included a part hereof as though fully set forth at length.)

XV. GENERAL MANAGER’S REPORT General Manager Whitaker stated that Controller Scott Ota and his staff have

been going over mid-year budget review tools in preparation for next year’s

budget cycle. He provided an update on the permit process for the Vander Lans

Treatment Facility. Mr. Whitaker also stated that the last WRD Technical

Advisory Committee (TAC) meeting went very well with capital projects being

reviewed and discussed.

XVI. DISTRICT COUNSEL REPORT Deferred to closed session.


XVII. DIRECTORS’ REPORTS/COMMITTEE REPORTS Director Robles requested that the District’s financial advisors be present at next

month’s meeting. President Murray suggested that he speak with the financial

advisors directly. Director Robles stated that at the Board meeting of

October 15th, he had inquired about 16 computers that were available and he

wanted to know what had happened to them. Director Acosta stated that she,

too, would like to know.

Director Acosta also stated that the Ad Hoc Strategic Planning Committee is

planning two more workshops to finish the CIP process.

President Murray wished everyone a happy Thanksgiving and stated that the

Board meeting will adjourn in memory of Reginald Stone of Suburban Water

Company.

XVIII. WRD BOARD MEETING DATES A. December 17, 2003 – 1:30 P.M.– WRD Board of Directors Meeting B. January 7, 2004 – 1:30 P.M. – WRD Board of Directors Meeting C. January 21, 2004 – 1:30 P.M. – WRD Board of Directors Meeting

XIX. CLOSED SESSION

A. Existing litigation per Government Code §54956.9 1. Buford Sonny Walker vs Water Replenishment District of Southern California, et al.; Case No. BC276152 2. WRD vs. Kernview Oil Corporation, Pacific Energy Resources,

Sunset Pipeline and Terminalling, Inc., Titan Energy, Inc., Trio Petroleum, Inc., Danex Aggregate Materials, Inc., and DOES 1-30. Case No. BC286475


B. Anticipated litigation per Government Code §54956.9 (c): One Case C. Consideration of appointment, employment, evaluation of performance,

or dismissal of public employee per Government Code §54957 Position Title: General Manager D. Labor Negotiations per Government Code §54957.6

Negotiator: Arnoldo Beltrán


Bargaining Group: American Federation of State, County and Municipal Employees (AFSCME) Discussion: Terms and conditions for Memorandum of Understanding for bargaining group

D. Conference with real property negotiator per Government Code §54956.8

Real Property: Northwest corner of Imperial Highway and Bloomfield in the City of Norwalk, California; Parcel No. APN 8025-003-004 Negotiating Parties: J. Arnoldo Beltran Stadium Properties LLC Under Negotiation: Price, terms, and conditions for possible purchase The Board went into closed session. The Board reconvened in open

session.

For Agenda Item XIX.A.1, a status report was provided, no action was taken. For

Agenda Item XIX.A.2, a status report was given, consensus was reached, and

further instructions were given to staff and Counsel. For Agenda Item XIX.A.3, a

status report was provided and no action was taken.

For Agenda Item XIX.B, a status report was and no action was taken.

For Agenda Item XIX.C, the Board reached a consensus and further instructions

were given to District Counsel.

For Agenda Item XIX.D, a status report was given and no action was taken.

Agenda Item XIX.E was not taken up.


XX. ADJOURNMENT President Murray asked if there was any further business to come before

the Board and there being none, the meeting was adjourned in memory of

Reginald Stone of Suburban Water Company.

_____________________________

President

ATTEST:

___________________________

Secretary

MEMORANDUM

ITEM NO. VI.B

DATE: DECEMBER 17, 2003

TO: BOARD OF DIRECTORS

FROM: ROBB WHITAKER, GENERAL MANAGER

SUBJECT: DEMANDS AND CONTRACTS

SUMMARY At the request of the Finance Committee, the following items are attached: the Demand’s List for the period of November 8th to November 24th, 2003, a copy of the Demand’s List sorted by vendor with an additional column showing fiscal year-to-date payments, a list of contracts under $25K, and a list of contracts equal to/over $25K. Below is a summary of the total demands for the period stated above: FUND TOTAL DISBURSEMENTS Replenishment Fund $ 1,219,004.81 Clean Water Fund $ 39,764.66 Total Demands $ 1,258,769.47 STAFF RECOMMENDATION That the Board approve the Demands as submitted. COMMITTEE RECOMMENDATION The Finance Committee recommends that the Board approve the Demands as submitted.

Prepared by: Katie Nickel

Reviewed by: Scott Ota

Board of DirectorsWater Replenishment District of Southern California

Submitted herewith for action by the Board of Directors are the following demands for the period ending November 24th, 2003.

Replenishment Clean WaterCheck # Payee Description Total Fund Fund

DD ALBERT ROBLES DIRECTORS COMPENSATION 5,277.21 5,013.35 263.86 DD NORM RYAN DIRECTORS COMPENSATION 2,208.00 2,097.60 110.40 DD PATRICIA ACOSTA DIRECTORS COMPENSATION 2,008.00 1,907.60 100.40 DD ROBERT W. GOLDSWORTHY DIRECTORS COMPENSATION 1,868.00 1,774.60 93.40 DD WILLARD H. MURRAY, JR. DIRECTORS COMPENSATION 4,650.78 4,418.24 232.54 DD AFSCME LOCAL 1902 UNION PAYROLL DEDUCTION PAYMENT 871.52 772.18 99.34 DD COURT TRUSTEE PAYROLL DEDUCTION PAYMENT 624.62 587.12 37.50 DD EDD STATE TAX PAYMENT 3,574.04 3,176.37 397.67 DD EMPLOYEE PAYROLL SALARY EXPENSE 4,337.10 3,780.22 556.88 DD INTERNAL REVENUE SERVICE FEDERAL TAX PAYMENT 19,961.27 17,804.27 2,157.00 DD NATIONWIDE RETIREMENT DEFERRED COMP 5,052.17 4,212.08 840.09 DD NATIONWIDE RETIREMENT DEFERRED COMP 116.00 110.20 5.80 DD PERS PERS PAYMENT 16,446.96 14,439.85 2,007.11 DD PERS PERS PAYMENT 663.35 630.19 33.16 DD PERS PERS PAYMENT 628.43 597.02 31.41 DD CENTRAL BASIN MW DISTRICT 09/03 WATER PURCHASE 6,000.00 6,000.00 - DD WEST BASIN MW DISTRICT 09/03 WATER PURCHASE 993,232.70 993,232.70 -

15605 CO. RIVER WTR USERS ASSOC. REG FEE - 2003 ANNUAL MTG 600.00 570.00 30.00 15606 BEST WESTERN LODGING FEE - AF 243.10 230.95 12.15 15607 CHEVRON 11A: FUEL CHARGE 25.97 25.97 - 15608 CO. RIVER WTR USERS ASSOC. REG FEE 2003 ANNUAL MTG - KE 200.00 190.00 10.00 15610 GEEZERS 11B: LUNCHES FOR WTR TOUR 294.14 294.14 - 15611 IN-SITU INC. 11A: REPAIR & MAINT SERVICE 843.82 843.82 - 15612 INNOVATIVE ENGINEERING, INC 02A: REPAIR & MAINT SERVICE 1,360.00 - 1,360.00 15613 INSTRUMENTATION NRTHWST INC. 04E: REPLACEMENT PARTS 434.69 434.69 - 15614 INTER-TEL TECHNOLOGIES, INC. OFFICE SUPPLIES 440.16 418.15 22.01 15615 MICROWAREHOUSE COMPUTER SUPPLIES 133.24 126.58 6.66 15616 NEVADA WTR RESOURCES ASSOC. REGISTRATION FEE - KE 225.00 213.75 11.25 15617 SEPARATION PROCESSES, INC. 08/03 PROF SERVICE 20,545.20 20,545.20 - 15618 THE FREEMAN INVEST. GROUP, INC. EE BACKGROUND CHECK 3,700.00 3,515.00 185.00 15619 UNION 76 11A: FUEL CHARGE 53.02 53.02 - 15620 VAN'S CUSTOM WOODWORKING BLDG. REPAIR & MAINT SERVICES 335.00 318.25 16.75 15621 VERIO 11/03 INTERNET SERVICES 1,087.00 1,032.65 54.35 15622 WEARGUARD OFFICE SUPPLIES 327.19 327.19 - 15623 XEROX CORPORATION 10/03 COPIER LEASE - 1st FL. 1,114.62 1,058.88 55.74 15624 ACWA 12/03 EAP PREMIUM 94.24 89.53 4.71 15625 ACWA SERVICES CORPORATION 12/03 MED/DEN/LIFE PREMIUM 22,671.70 21,551.33 1,120.37 15626 AIRGAS WEST, INC. 02A: MATERIAL SUPPLIES 346.43 - 346.43 15627 APEX BUILDING MAINTENANCE, INC. 11/03 JANITORIAL SERVICE 695.00 660.25 34.75 15628 BELTRAN & MEDINA 10/03 LEGAL SERVICES 59,575.10 56,596.35 2,978.75 15629 INTER-TEL NETSOLUTIONS 10/03 PHONE CHARGES 130.60 124.07 6.53 15630 INTER-TEL TECHNOLOGIES, INC. OFFICE SUPPLIES 386.71 367.37 19.34 15631 LA REGISTRAR/RECORDER 12S: FILLLING FEE 25.00 - 25.00 15632 LONG BEACH BRANCH NAACP 24th ANNUAL FREEDOM FUND DINNER 750.00 712.50 37.50 15633 MCI TELECOMMUNICATIONS 01A: 09/03 PHONE CHARGES 30.69 30.69 - 15634 NEVADA WTR RESOURCES ASSOC. REGISTRATION FEE - AR 225.00 213.75 11.25 15635 POSTMASTER OFFICE SUPPLIES 400.00 380.00 20.00 15636 SBC LOCAL SERVICES 02A: PHONE CHARGES 112.21 - 112.21

December 2, 2003

Page 1 of 2

Replenishment Clean WaterCheck # Payee Description Total Fund Fund

15637 SOUTHERN CALIFORNIA EDISON 01A: 10/03 ENERGY USAGE 19,163.86 2,993.33 16,170.53 15638 STATE WATER RES. CONTROL BOARD 02A: 03/04 WDR FEES- DESALTER 10,096.00 - 10,096.00 15639 STATE WATER RES. CONTROL BOARD 11A: 03/04 WDR FEE - BALLONA CREEK 5,688.00 5,688.00 - 15640 STATE WATER RES. CONTROL BOARD 11A: 03/04 WDR FEE - DOM CHANNEL 5,688.00 5,688.00 - 15641 STATE WATER RES. CONTROL BOARD 11A: 03/04 WDR FEE - LA RIVER 5,688.00 5,688.00 - 15642 STATE WATER RES. CONTROL BOARD 11A: 03/04 WDR FEE- SAN GABRIEL RIVER 5,688.00 5,688.00 - 15643 U OF CA, SANTA BARBARA 04F: 7/03-9/03 PROF. SERVICES 16,549.70 16,549.70 - 15644 UNITED RENTALS NORTHWEST, INC. 11A: GENERATOR 4,066.38 4,066.38 - 15645 VERIZON CALIFORNIA 01A: PHONE CHARGES 1,016.55 975.73 40.82 15646 WEST BASIN WATER ASSOCIATION QUARTERLY DINNER MEETING 200.00 190.00 10.00

########### 1,219,004.81$ 39,764.66$

Robb Whitaker, P.E., General Manager

Total Demands for November 8th to November 24th, 2003.

Page 2 of 2

Water Replenishment District of Southern CaliforniaDemands List - Current and YTD By Vendor

Payee Description Current Demands YTD

Demands PAYROLL PAYROLL 4,337.10 483,259.29 PAYROLL TAXES 23,535.31 208,839.64 PAYROLL BENEFIT/DEDUCTION/REIMBURSE 24,403.05 198,971.06 ALBERT ROBLES DIRECTORS COMPENSATION 5,277.21 16,808.36 NORM RYAN DIRECTORS COMPENSATION 2,208.00 13,556.79 PATRICIA ACOSTA DIRECTORS COMPENSATION 2,008.00 10,176.85 ROBERT W. GOLDSWORTHY DIRECTORS COMPENSATION 1,868.00 9,701.60 WILLARD H. MURRAY, JR. DIRECTORS COMPENSATION 4,650.78 11,427.47 ACWA SERVICES CORPORATION 12/03 EAP PREMIUM 94.24 89,073.98 ACWA SERVICES CORPORATION 12/03 MED/DEN/LIFE PREMIUM 22,671.70 111,745.68 AIRGAS WEST, INC. 02A: MATERIAL SUPPLIES 346.43 633.04 APEX BUILDING MAINTENANCE, INC11/03 JANITORIAL SERVICE 695.00 3,865.00 BELTRAN & MEDINA 10/03 LEGAL SERVICES 59,575.10 240,327.00 BEST WESTERN LODGING FEE - AF 243.10 243.10 CENTRAL BASIN MW DISTRICT 09/03 WATER PURCHASE 6,000.00 24,000.00 CHEVRON 11A: FUEL CHARGE 25.97 467.99 CO. RIVER WTR USERS ASSOC. REG FEE - 2003 ANNUAL MTG 600.00 800.00 CO. RIVER WTR USERS ASSOC. REG FEE 2003 ANNUAL MTG - KE 200.00 1,000.00 GEEZERS 11B: LUNCHES FOR WTR TOUR 294.14 294.14 INNOVATIVE ENGINEERING, INC 02A: REPAIR & MAINT SERVICE 1,360.00 3,400.00 IN-SITU INC. 11A: REPAIR & MAINT SERVICE 843.82 2,825.49 INSTRUMENTATION NRTHWST INC. 04E: REPLACEMENT PARTS 434.69 434.69 INTER-TEL NETSOLUTIONS 10/03 PHONE CHARGES 130.60 380.69 INTER-TEL TECHNOLOGIES, INC. OFFICE SUPPLIES 440.16 573.88 INTER-TEL TECHNOLOGIES, INC. OFFICE SUPPLIES 386.71 960.59 LA REGISTRAR/RECORDER 12S: FILLLING FEE 25.00 25.00 LONG BEACH BRANCH NAACP 24th ANNUAL FREEDOM FUND DINN 750.00 750.00 MCI TELECOMMUNICATIONS 01A: 09/03 PHONE CHARGES 30.69 161.67 MICROWAREHOUSE COMPUTER SUPPLIES 133.24 390.95 NEVADA WTR RESOURCES ASSOC.REGISTRATION FEE - KE 225.00 225.00 NEVADA WTR RESOURCES ASSOC.REGISTRATION FEE - AR 225.00 450.00 POSTMASTER OFFICE SUPPLIES 400.00 950.00 SBC LOCAL SERVICES 02A: PHONE CHARGES 112.21 553.17 SEPARATION PROCESSES, INC. 08/03 PROF SERVICE 20,545.20 52,154.78 SOUTHERN CALIFORNIA EDISON 01A: 10/03 ENERGY USAGE 19,163.86 136,283.71 STATE WATER RES. CONTROL BOA 02A: 03/04 WDR FEES- DESALTER 10,096.00 10,096.00 STATE WATER RES. CONTROL BOA 11A: 03/04 WDR FEE - BALLONA CRE 5,688.00 15,784.00 STATE WATER RES. CONTROL BOA 11A: 03/04 WDR FEE - DOM CHANNE 5,688.00 21,472.00 STATE WATER RES. CONTROL BOA 11A: 03/04 WDR FEE - LA RIVER 5,688.00 27,160.00 STATE WATER RES. CONTROL BOA 11A: 03/04 WDR FEE- SAN GABRIEL 5,688.00 32,848.00 THE FREEMAN INVEST. GROUP, INCEE BACKGROUND CHECK 3,700.00 8,550.00 U OF CA, SANTA BARBARA 04F: 7/03-9/03 PROF. SERVICES 16,549.70 16,549.70 UNION 76 11A: FUEL CHARGE 53.02 298.17 UNITED RENTALS NORTHWEST, INC11A: GENERATOR 4,066.38 4,066.38 VAN'S CUSTOM WOODWORKING BLDG. REPAIR & MAINT SERVICES 335.00 1,285.00 VERIO 11/03 INTERNET SERVICES 1,087.00 5,435.00 VERIZON CALIFORNIA 01A: PHONE CHARGES 1,016.55 7,438.82 WEARGUARD OFFICE SUPPLIES 327.19 1,293.10 WEST BASIN MW DISTRICT 09/03 WATER PURCHASE 993,232.70 5,288,247.68 WEST BASIN WATER ASSOCIATION QUARTERLY DINNER MEETING 200.00 400.00 XEROX CORPORATION 10/03 COPIER LEASE - 1st FL. 1,114.62 4,273.74

TOTAL BY VENDOR 1,258,769.47 7,070,908.20

Page 1 of 1

WRD Active Contracts Under $25K Company Name Type Scope of Contract Contract Amount Balance Remaining Apex Building Maintenance, Inc. Contract Service Provide janitorial service for the district office building. Monthly charge $9,500.00 $4,204.00 of $695/mo plus reimbursement for expendable supplies. Term end 04/12/2004.

Barbour Well Surveying Corp Contract Service WRD portion of Cleanout for Well 9X. Cooperative Study of Nitrogen $23,970.00 $13,960.00 Gas Injection with LADWP & USBR. Injection Well Rehabilitation, Redondo Beach. Contract furnish all labor, materials, equipment, supplies, incidental, temporary facilities and temporary utilities. Remove fill material from well and place a bentonite grout seal above packer.

CB Richard Ellis, Inc. Contract Service The District appoints CBRE as sole and exclusive agent to aid in the $0.00 $0.00 acquisition of corporate office space. The appointment extends until office space is acquired or written termination from WRD. Any commissions and/or fees to which CBRE is entitled shall be paid by the owner of any property purchased and not by the District.

Central Basin M.W.D. Bldg/Land/Equip. Lease Lease real property owned by CBMWD for the purpose of installation, $10.00 $10.00 operation and maintenance of portable carbon treatment units. Terms are for 10 years at $1/yr.

Central Basin Municipal Water Other Memo stating the intent of CBMWD and Long Beach Water District to $0.00 $0.00 District transfer responsibility for CenB-44 Connection from CBMWD to LBWD effective Jan 1, 2003.

Cerritos Mini Storage Bldg/Land/Equip. Lease Rental of two(2) storage units. Month to month lease. 2002 monthly $5,820.00 $5,820.00 rental is 221/mo per unit. Effective 8/1/03 rate per month has been increased to $242.00

County of Los Angeles Bldg/Land/Equip. Lease Monthly lease of the Rio Hondo Spreading Grounds northerly of $2,400.00 $0.00 Department of Public Works Washington Boulevard in the City of Montebello Rent is $50/mo or $600/yr commencing on October 1, 1998. A month-to-month contract with 30 day notice of cancellation by each party.

County of Los Angeles Bldg/Land/Equip. Lease Monthly lease of the San Gabriel River, located south of Willow Street, $4,850.11 $0.00 Department of Public Works in the City of Long Beach. The first year rent prepaid for the amount of $4,250.11. Commencing with the second year rent is $600/yr (March 1st, 2002.) A month-to-month contract with 30 day notice of cancellation by each party.

County of Los Angeles Bldg/Land/Equip. Lease Monthly lease of the San Gabriel Coastal Basin Spreading Ground, Pico $6,000.00 $600.00 Department of Public Works Rivera at $50/mo or $600/yr commencing on August 1, 1997. A month-to-month contract with 30 day notice of cancellation by each

Tuesday, November 25, 2003 Page 1 of 6

Company Name Type Scope of Contract Contract Amount Balance Remaining County Sanitation District of LA Other Boundary Changes of Districts Annexation 53 to County Sanitation $0.00 $0.00 County District 5.

County Sanitation District of LA Other Non-exclusive easement and Right of Way - Lots 43 & 44 Tract 10548. $0.00 $0.00 County Long Beach Reclamation Plant.

Dryden, Franklin Contract Service Professional services to obtain permit to start operations of the LFVWTF. $12,500.00 $3,750.00

Farmers & Merchants Bank Other On-line internet banking agreement. $0.00 $0.00

Farmers & Merchants Bank Other Electronic payroll services (direct deposit agreement). $0.00 $0.00

Freeman Investigative Group, Inc. Contract Service Provide executive and entry-level background investigations, threat $24,999.00 $13,392.75 assessement and mitigation, confidential investigation and security and law enforcement consulting on an as-needed basis.

General Alarm Services, Inc. Contract Service Alarm services for building. $4,328.29 for alarm and installation. $4,328.29 $1,523.06 Monthly maintenance and service fee of $65. Balance on PO is the balance of fiscal year budgeted maintenance and service fees.

Gregg Drilling & Testing, Inc. Contract Service Contractor to furnish all labor, material, equipment, supplies, incidentals, $24,999.00 $22,484.00 temporary facilities & utilities required to perform miscellaneous wellhead repairs.

Long Beach, City of Other Copies of Easement for Leo J. Vander Lans Treatment Facility. $0.00 $0.00

Long Beach, City of Other City of Long Beach to construct a pipeline underneath property owned by $0.00 $0.00 WRD. The pipeline will be used for the sole purpose of transporting reclaimed water on an easement granted in this agreement for the LJVWTF.

Long Beach, City of Other City of Long Beach grant of Right of Entry to WRD for the purpose of $0.00 $0.00 taking core samples and developing the bore holes into two groundwater monitoring wells. The wells under a separate contract were constructed by U.S. Geological Survey(USGS). The rights are granted at no cost, however WRD shall provide at no cost to the city copies of all sampling data, analyses and reports relating to the wells and the sampling

Long Beach, City of Other Second Amendment to Agreement #120 (1st Amend #125) for $0.00 $0.00 Groundwater Banking. Long Beach may store up to 13K AF of "Net Stored Water", or "in-lieu storage or combination thereof. Storage by injection is the direct delivery of Stored Water through the new ASR


Company Name Type Scope of Contract Contract Amount Balance Remaining Long Beach, City of Other City of Long Beach with water supplied by MWD will place up to $0.00 $0.00 13,000AF of "net stored water" into available subsurface storage space in the Central Basin. At any given year Long Beach may extract up to 4,333AF of Stored Water. City of Long Beach in cooperation with WRD will contruct ASR wells in connection with this project. The term of the agreement is 25 years, effective January 10th, 2002.

Long Beach, City of Other Amendment to the groundwater banking contract, Agreement #125. $0.00 $0.00 Long Beach will modify and utilize LB existing well system to place water purchased by WRD into the Central Basin. WRD will pay Long Beach for costs associated with the placement of WRD water into the Central Basin and extraction & delivery of water into the Alamitos Barrier. Cost not to exceed 10% of prevailing per AF rate of MWD water.

Los Angeles County Flood Control Contract Service As an interim measure, LACFC District, WRD and USEPA have agreed to $0.00 $0.00 District & USEPA conserve treated water from USEPA's Whittier Narrows Operable Unit in the Central Groundwater Basin by discharging the water through LACFCD's Rio Hondo spreading grounds. This interim agreement is for 12 months. USEPA intends to eventually treat the Reclaimed Water to a potable drinking water and be able to supply a third party utility(Purveeyor) under a permit by the State of California's Departement of Health Services. USEPA anticipate that the Purveyor will be able to accept the treated water within approximately twelve months. Several provisions are outlined in the contract to be adhered to in order to

Los Angeles County Flood Control Contract Service WRD agrees to deliver reclaimed water to the Barrier pursuant to the $0.00 District, Orange County Water terms of the Agreement. The LACFCD agrees to take and inject reclaimed water into the Barrier pursuant to the terms and conditions of the Agreement. OCWD agrees to permit the use of recycled water as an alternative source of supply to the Barrier and also pay for its share of the costs of the recycled water. Commence date is August 5th and contract terminates 10 years after the start of water delivery.

Los Angeles Departement of Other Quitclaim Deed, Quitclaim Bill of Sale and Quitclaim Assignment of two $0.00 $0.00 Water & Power new production wells constructed by Global Pump and financed by WRD for LADWP.

Lynwood Park Mutual Water Grant/Revenue Amortization schedule for LPMWC to pay on a water assessment $23,656.64 $3,656.64 Company adjustment. The adjustment was due to incorrect meter reading by the water company. It is an annual payment schedule of $2000 per month.

Murakawa (Formerly Lang & Contract Service Perform public notification & construction mitigation for Gage Wells 1 & $20,000.00 $1,583.31 Murakawa) 2.


Company Name Type Scope of Contract Contract Amount Balance Remaining Navigant Consulting Inc. Contract Service Consulting services relating to Central & West Coast Basin management $24,000.00 $17,772.57 given on an as needed basis for issues stated: 1. Whittier Narrows contamination cleanup by EPA 2. Potential increase of water conservation pool behind Whittier Narrows dam to reduce loss of storm water to ocean, 3. Conjunctive use planning & projects WRD is considering, 4. Investigate incorporation of portion of Central Basin

Norwalk, City of Promissory of Service WRD will or cause the project to prepare the design, construction and $0.00 $0.00 installation of a granulated active carbon treatment system on Norwalk Well #8 in the City of Norwalk. The apparatus will remove Volatiles from water extracted from Central Groundwater. The City of Norwalk will operated and maintain the apparatus after construction. The construction of the apparatus has been awarded to ______ for the amount not to exceed $300,000

Orange County Water District Other Access permit for OCWD monitoring wells (OCWD-2AI). Expires $0.00 $0.00 8/31/2004.

Peer Swan Contract Service Peer Swan shall assess current and future needs of the district, assist and $24,999.00 $20,150.64 provide support in establishing a reserve policy of the district, review and provide guidance and support for the recycled water agreement with West Basin MWD.

PSOMAS Contract Service Psomas will survey 17 of WRD's monitoring well locations to a vertical $8,200.00 $9,020.00 accuracy of 0.1 foot with reference to NGVE of 29 survey datum. 10% Contingency of $820.

Robert Clark Contract Service Comprehensive Electrical Inspection for the LJVLTF. Robert Clark $4,999.00 $2,399.00 originally subcontracted through Butier Engineering as part of their construction management services team. His knowledge of the project is beneficial for this final phase of inspection.

Rogers, Anderson, Malody & Contract Service Assist WRD in developing a policy and procedures manual. Phase I: $8,000.00 $7,410.00 Scott, LLP Document all existing procedures, Phase II: Evaluate current procedures and recommend changes. Phase III: produce a comprehensive and detailed procedures manual. Commence on 02/10/2003 and expire on 06/30/2003.

Shields Consulting Group Contract Service Prepare & file cost claims for State mandated cost reimbursement. Also $15,479.00 $15,479.00 train district staff on mandated cost reimbursement program. Cost is 10% of claims prepared & submitted (this amount will be reimbursed by the State). Invoiced & payable only when reimbursement funds have been received from the State Controller's Office.

Southern California Water Promissory of Service WRD will design, construct, install and own a granular active carbon $0.00 $0.00 Company treatment system on the project well for the removal of VOC's from groundwater obtained at the well. SCWC will operate the system. The project cost for WRD $259,000. Hoffman Well #2.


Company Name Type Scope of Contract Contract Amount Balance Remaining Southern California Water Promissory of Service WRD will design, construct, install and own a granular active carbon $0.00 $0.00 Company treatment system on the project well for the removal of VOC's from groundwater obtained at the well. SCWC will operate the system. Gage Well #1 & 2

SummitWest Consulting, Inc. Contract Service Consultant shall provide hands-on training for the District's accounting $6,685.00 $6,185.00 software system (MIP). Training shall be provided in-house, using the District's accounting database, which will allow the consultant to customize and tailor instruction to the specific needs of staff, including but not limited to: general ledger, accounts payable, accounts receivable, payroll, purchase orders, encumbrances, financial reporting, administration, and utility upgrades. Consultant shall also prepare a Procedures Manual regarding the District's accounting software system

Tres Es, LLC, Other Memorandum by WRD authorizing Beltran & Medina to hire Tres Es, $0.00 $0.00 LLC, to assist in anticipated litigation with the Department of Health Services, County Sanitation District and Regional Water Quality Control

Verizon Wireless Contract Service Wireless service provider for the District. Plans vary by individuals $5,340.00 $0.00 according to historical usage. Two year plan.

Wayne Jackson Engineering Contract Service Consultant shall provide professional services to WRD for the following $12,500.00 $12,500.00 tasks: Sample hard copies of Weekly Reports from line measurements, Daily Reports from Pressure Reduction Stations, Hard copies of latest as-builts for pipeline/well distribution system, electronic copies of latest as-builts for pipeline/well distribution systems, verify location of MWD flowmeter, electronic copies of previous and current designs for injection, extraction, and monitoring wells, electronic copies of photos, electronic or hard copies of water level measurement schedules for barrier wells, chloride sampling schedules for barrier wells, complete historical data sets for injection, extraction, water level and chloride data, and locate MWD meter WB-28a for West Coast Basin Barrier flow verification purposes West Basin Municipal Water Contract Service MOU: To secure MWD's agreement to sell imported water to WBMWD for $0.00 District injection into the Barrier at a rate (Barrier Rate) that is significantly less than MWD's rate for non-interruptible water sold at Tier One Rates. If MWD agrees to such a Barrier Rate, then WBMWD shall sell such imported water to WRD at the Barrier Rate, plus all applicable surcharges which include MWD's readiness to serve charge and WBMWD's administrative surcharge. WBWMD shall use its best efforts to expeditiously secure all permits for, and thereafter construct, the Phase IV Expansion, which expanded facility shall include the use of Microfiltration, Reverse Osmosis with Thin Film Composite Membranes, and Ultraviolet Light treatment processes for all recycled water provided by WBMWD to WRD for groundwater recharge.


Company Name Type Scope of Contract Contract Amount Balance Remaining West Basin Municipal Water MOU MOU - parties shall cooperate with each other and use their best efforts to $0.00 $0.00 District (WBMWD) secure MWD's agreement to sell imported water to WBMWD for injection into the Barrier at a rate that is significantly less than MWD's rate for non-interruptible water sold at Tier One rates. If MWD agrees to such a Barrier Rate, then WBMWD shall sell such imported water to WRD at the Barrier Rate, plus all applicable surcharges which includes MWD's readiness to serve charge and WBMWD's administrative surcharge. WBMWD shall use its best efforts to expeditiously secure all permits for, and thereafter construct, the Phase IV Expansion treatment processes for all recycled water provided by WBMWD to WRD for groundwater

WRM EnviroClean-Southwest, Contract Service Horizontal Well Vendor Search to identify vendors that have the $1,900.00 $1,900.00 LLC capability to install horizontal, potable water wells to approximately 400 to 500 feet below grade.

Xerox Contract Service A 60 month lease for 2nd Floor digital network copier. Include $14,383.80 $10,600.00 maintenance and supplies.


WRD Active Contracts Over $25K Company Name Type Scope of Contract Contract Amount Balance Remaining AMS Response Contract Service Design, printing, production and mailing of quarterly newsletters FY02/03 $117,306.40 $45,428.82

Beltran & Medina: Contract Service Attorney to provide legal counsel and representation for district. The attorneys will $464,585.22 $405,010.12 Attorney at Law take reasonable steps to inform the district of the progress in matters and respond to district inquiries. Sixty days prior to end of a fiscal year, the district will evaluate the quality, cost and benefit of services. Administration committee of the board will review the evaluation and report to the Board. The Board can terminate, change, amend the contract. The contract is billed based on hourly rates as predetermined in the contract. The Dollar value stated is the budgeted amount for the Fiscal Year 03-04 based on historical data.

Brian Brady & Contract Service Consultant shall provide management support services as follows: (1) Coordinate $50,000.00 $287.30 Associates with selected groundwater producers the updating of information regarding potentially contaminating activities for incorporation into the Drinking Water Source Assessment Program reports in order for the State Department of Health Services to accept the report. (2) Obtain a report on the status & future plans for selected wells from owners to determine the potential for groundwater contamination. (3) Provdie independent review of current Distric Staff issues. (4) Provide support to District staff in development of the District's Strategic Plan and Five Year Capital Improvement Plan. Consultant may use Dr. Don Grayson as subcontractor. Hourly rate is $185. Budgetary amount not to exceed $50,000 (include fee and reimbursable expenses.) Commence 04/2/03 and expire 04/01/2004. Butier Engineering, Contract Service Furnish complete construction management and ensure the LJVWTF project is $650,000.00 $3,314.00 Inc completed in strict accordance with the construction contract documents. Scope involves the pre-construction phase, construction, start-up, testing, project close-out and completion phase. Original Contract of $555,725 with contingency amount of $14,275 was increased to $630,000 by a change order approved by the board on 01/13/03. An additional change order approved by GM 03/04/03 for $20K increase contract amount to $650K.


Company Name Type Scope of Contract Contract Amount Balance Remaining California Other A portion of the California State I-105 Freeway in Norwalk-Paramount-Downey $8,000,000.00 $8,000,000.00 Department of area is constructed approx. 30 feet below ground surface and is periodically threatened by groundwater levels in the Central Basin. To protect the substructure of the I-105 from damage, Caltrans owns and operates a series of wells that extract groundwater from beneath the freeway and release that water into the Los Angeles River for drainage to the Pacific Ocean. Furthermore the extracted groundwater contains elevated level of VOCs that exceed drinking water standards. Caltran operates a treatment facility to treat the water before releasing to the river. WRD levies a replenishment assessment on the extracted water which Caltran pays under protest. The preferred engineering solution for ensuring that the groundwater extracted is restored to the underground would likely involve pipeline delivery of the treated water for re-injection at the Dominquez Gap Seawater Intrution Barrier Wells. WRD is responsible for obtaining further technical and enviromental studies, any regulatory permits, easments, right of way, approvals necessary to develop and construct the Pipeline Project. Caltrans is responsible for completing an economic analysis regarding the costs to develop, permit and construct the project. WRD Board shall consider the request by Caltrans for an exemption from the Replenishment assessment on or before the date the Board reviews the CEQA Review. Within 30 days from April 2nd, 2003 (the effective date of this contract) Caltrans will pay to WRD eight million dollars in one lump sum. The funds shall be used solely by WRD to pay the cost necessary to develop, permit, and construct the Proposed Project and any well deepening conducted by WRD and to pay the Replenishment Assessment levied against Caltran until such time that the Caltran exemption is granted by WRD board and the said extractions are returned to the underground. WRD shall provide Caltran every 180 days with a written accounting of the type and amount of cost incurred in the Project. California Water Promissory of WRD has agreed to fund the Wellhead Treatment of CWS Well 43-01 relating to $150,950.00 $150,950.00 Service Service design, construction, installation, operation and decommissioning of the wellhead to treat volatile organic compounds from water extracted. This contract was awarded to US Filter for construction. To be paid to US Filter.

Camp, Dresser & Contract Service Design and engineering services for Leo J. Vander Lans Water Treatment Facility. $789,780.00 $25,758.43 McKee This project will substitute approximately 50% of the imported water. In conjunction with P.O.No.100196. The original contract is $789,780.00 with 6 additional amendments total of $198,733.00. CDM will serve as project manager, perform survey & geotechnical services, prepare preliminary design, document the contract, perform other services during bidding and construction.

Carpi & Clay Contract Service Coordinate and develop strategy for potential federal funding for WRD projects $55,000.00 $8,409.23 including testimony at the annual congressional hearings on water projects, monitor proposed federal legislation and regulations that may impact WRD's interests. Ensure congressional delegations and appropriate committees are aware of WRD's position on legislative proposals. One year contract effective 12/01/02. Tuesday, November 25, 2003 Page 2 of 8

Company Name Type Scope of Contract Contract Amount Balance Remaining Central Basin Other CBMWD a member agency of the Metropolitan Water District of So. Ca. agrees to $713,900.00 $713,900.00 pass through subsidy paid by MWDSC to WRD for water produced by the Leo J. Vander Lans Water Treatement Facility. WRD will design, construct, own, operate & maintain the facility. This pass through will offset the cost of treatement. WRD will pay to CBMWD $14.00 per acre foot for the duration of this agreement to mitigate revenue impacts to the Central Basin caused by the Project. The maximum allowed subsidy will not exceed 3025 acre feet per year. (Note:current rate as of 2002 is max 250/af.) Maximum Subsidy of $756,250, less deduction of 14.00/af for loss of revenue to CB.

Central Basin Other Central Basin to expend trust funds to purchase property for the construction of the $1,020,000.00 $0.00 Leo J. VanderLans WTF in the City of Long Beach. The project shall be in use within five (5) years of the date of acquisition of the property. If the property is not used for the project within the five years, the property will be sold by WRD and proceeds from the sale refunded to the Trust Fund of CBMWD. If construction of project is eminent, the requirement for WRD to sell may be extended or waived at the discretion of CBMWD. WRD shall provide annual written progress reports on the construction of the project for five (5) years.

CH2M Hill Contract Service Advisory services in the recycle water assessment project including technical $50,000.00 $1,165.41 review and participation in meetings & regulatory negotiations related to water quality, treatment alternatives and regulatory issues. Review technical memoranda and provide input and discussion at meetings. This contract was reassigned from Black & Veatch to CH2MHill.

County of Los Contract Service Reclaimed water will be purchased by WRD from the City of Los Angeles $2,655,000.00 $2,655,000.00 Angeles Department Department of Water & Power. The County of Los Angeles will take the water and inject into the Dominguez Gap Barrier Project for WRD. Ten year contract, rate reviewed at fifth year interval. WRD may purchase maximum 5000AF annually @ $431/AF. The County will annually request reimbursement for maintenance associated with the use of reclaimed water facilities up to a maximum of

County Sanitation Contract Service Joint Agreement for purchase of water from Whittier Narrows Plant and San Jose $600,240.00 $600,240.00 District of LA Reclaimation Plant. Interim Agreement was entered upon on 04/01/1975 in anticipation of the original agreement expiration for the Whittier Plant. The Dollar value stated is the budgeted amount for the Fiscal Year 03-04.

County Sanitation Bldg/Land/Equip. Discharge Pipeline connection lease 3664/mo for Goldsworthy Desalter. Loan $263,811.29 $113,914.48 District of LA County Lease amount is $190,442.37 @ 11.4% interest, 72 payments.

Don Howard Contract Service Provide professional services for design, inspection, and construction management $153,865.00 $59,680.00 Engineers for Wellhead Treatment Facilities: Norwalk #8, Commerce #4L, and SCWC Converse. Not to exceed 153,865 for direct labor and direct expense

ECO Resources Contract Service Operation & maintenance of Goldsworthy Desalter. Year 10/01-09/02 $580,356.56 $174,189.45 $290,356.56; Year 10/02-09/03 Est. 290,000.


Company Name Type Scope of Contract Contract Amount Balance Remaining Fieldman, Rolapp & Contract Service Financial advisory services to be performed in connection with the CIP for the $75,000.00 $75,000.00 Associates purpose of debt structuring and management. Consultant shall assist the District as needed in identifying and procuring special financial related services that may be needed for any debt issue relating to the project. Negotiated Sale of Debt Fee $45,000; other services billed at hourly rates.

Komex-H20 Science, Contract Service Phase II: hydrogeologic investigation of chromium, northern area of Central Basin, $117,481.00 $72,930.05 Inc. Los Angeles County, CA.

Long Beach, City of Contract Service Amending Lease & Water Purchase Agreement relating to the LJVWTF dated $8,295,600.00 $8,295,600.00 June 30, 1999. Upon completion of the Leo J. Vander Lans Water Treatment Facility, the City of Long Beach agree to operate & maintain the facility at an annual rent of $1,382,600/yr(115216.67/mo). The contract will commence on the later of the following dates: (I) the date upon which WRD delivers possession of the Facility to Long Beach, (ii) the date which all permits and approvals to operate have been received. A six year agreement with option to extend for four consecutive periods of five years. The operating cost includes monitoring, engineering, administration and legal costs. Replacement of capital items <25,000 shall be covered by WRD. WRD will purchase from City of Long Beach water produce at the Facility for injection at the Barrier

Los Angeles & San Contract Service Contribution to Phase II of Water Augmentation Study. Demonstration studies of $75,000.00 $25,000.00 Gabriel Rivers groundwater recharge of stormwater. Four other partners are also contributing equally for the study; LADWP, County PW, Regional WQCB and MWD. Total study cost is $3M, WRD portion is $75K payable over three years @ $25K per year starting in 2002.

Los Angeles County Other Dominquez Gap Barrier Hydroelectric Facility Release, Closing and Termination $183,500.00 $0.00 Flood Control Agreement. WRD desires to replace a portion on MWD water delivered to the Dominquez Gap Barrier with reclaimed water. This will result in a negative impact to the parties associated with the hydroplant through a potential loss of revenue. WRD has entered into an agreement and is released from any future liability in regards to the said Hydroplant. Sullivan, the owner of the plant closes and terminates the O&M agreement with LACFCD. The hydroplant is released to LACFCD with no further obligation from any said parties. WRD paid a settlement of $183,500 in exchange for the closing and termination of the hydroplant.

Main San Gabriel Contract Service Amendment to the Water Production Agreement of June 2002 which will expire $73,995.00 $73,995.00 Basin Watermaster, on May 31,2003. The Amendment will extend the terms of the above mentioned contract an additional year until May 31, 2004 subject to the following conditions: (A) USEPA may discharge water extracted from the intermediate zone wells and Well EW 4-3 and treat as part of the WNOU Project into the Zone-1-Ditch for conservation in the Central Basin as needed and only until DHS issues a water supply permit for delivery of treated water to local purveryor. Discharge shall not take place after Sept. 2003. (B) USEPA may discharge the extracted water into Legg Lake and Whittier Narrows Nature Center Lakes as needed and only until DHS issues a water supply permit for delivery of treated water to local purveryors. Discharged water shall not exceed 300 acre feet. Current rate per af is $246.65. Tuesday, November 25, 2003 Page 4 of 8

Company Name Type Scope of Contract Contract Amount Balance Remaining Murakawa (Formerly Contract Service Perform public notification & construction mitigation for the Goldsworthy Desalter $60,000.00 $19,674.83 Lang & Murakawa) & LJVWTF.

MWH Laboratories Contract Service Provide analytical laboratory services and groundwater monitoring related to $1,356,468.00 $624,055.00 testing for all relevant projects. Three year contract with annual amount of $678,324 based on fees presented in proposal.

Norwalk, City of Contract Service Wellhead Treatment Agreement between the City of Norwalk and WRD for the $300,000.00 $300,000.00 design, installation, operation and maintenance of a wellhead treatment facility for the removal of volatiles from the groundwater produced from the Project Well

Orange County Other Joint effort to obtain engineering study on the use of reclaimed water at the $50,000.00 $50,000.00 Water District LJVWTF barrier. Cost of $100,000 is shared 50/50.

Pacific Hydrotech Contract Service Complete furnishing and installation and construction of a Granular Activated $441,790.00 $485,969.00 Corporation Carbon Treatment System at the Norwalk Well No. 8

Pall Corporation Contract Service Furnish, deliver, and provide installation and startup supervision and assistance for $1,867,300.00 $0.00 microfiltration system at the LJVWTF barrier. This system will improve water quality by implementing a micrfiltration treatment process that will be used in conjunction with reverse osmosis.

PK Contractors Contract Service Provide construction for the Leo Vander Lans Water Treatment Facility. Contract $11,732,000.00 $249,345.71 amount $11,732K with 5% contingency.

Psomas & Associates Contract Service GIS Enhancement: Phase III Improvement: ArcIMS Improvements and GIS Web $92,275.00 $11,520.50 Page, GIS enhancements and functionality enhancements. Original Contract for $92,275 with a 10% contingency approved by the Board on 10/11/2001.

Psomas & Associates Contract Service Amendment to 3/15/02 Agreement #166 for Alamitos Physical Barrier Project $379,517.00 $33,067.29 Study. Phase I and II of the project. Analyze geotechnical & hydrogeology data to select a preferred alignment for the DSM barrier and location of rubber dam, refine preliminary cost estimates, preliminary design, prepare enviromental documentation & permitting.

R. Fair and Contract Service Legislative Advocay and Government Relations Services Agreement. Monitor and $120,000.00 $105,000.00 Associates track California state legislation and protect interest of district by influencing the formulation of these proposals. Determine and recommend appropriate action plans based on professional assessment of legislative processes. $120,000 annual retainer fee includes expense reimbursement.

Rose & Kindel Contract Service Registered lobbyist representing the District on state legislative and administrative $124,800.00 $13,538.46 matters. Provide assistance to District with respect to public affairs, implementation of State audit reports, district plans, programs and policy initiatives and advice on local and regional governmental relations. One year term @$120k/yr plus out-of-pocket expenses.


Company Name Type Scope of Contract Contract Amount Balance Remaining Separation Contract Service Design, develop and provide start-up supervision and assistance for the reverse $360,000.00 $78,159.96 Processes, Inc. osmosis system for the Goldsworthy Desalter. The purpose of the project is to reduce the salinity of the groundwater and restore the acquifer as a source of drinking water through the combination of chemical and reverse osmosis treatment processes.

Separation Contract Service Design, develop and provide start-up supervision and assistance for an advanced $454,718.00 $8,030.46 Processes, Inc. water treatment plant that employs both microfiltration and reverse osmosis. LJVWTF will substitute 50% of the imported water currently used as a source of barrier injection water with recycled water. In conjunction with PO no. 100200 with CDM.

Signal Hill, City of Contract Service Loan for building wellhead treatment facilities for Signal Hill Wells 7 & 8. The $870,000.00 $114,049.99 water pumped from the site is currently affected by manganese & iron at levels exceeding the allowable levels. Ten year terms at zero interest rate. The City will own and operate the treatment facility.

Sullivan, Gene; Contract Service WRD desires to replace a portion of the MWD Water delivered to the Barrier with $183,500.00 $0.00 LACFCD;OCWD reclaimed water delivered from the Reclaimed Water Project. Therefore, the parties acknowledge a possible negative impact on the ability to operate the Alamitos Hydro Plant, and consequently, the parties desire under the terms and conditions in this Agreement to terminate the Site Lease and the O&M Agreement and for Sullivan and So Cal Edison to terminate the Power Purchase Agreement.

Teaman, Ramirez & Contract Service To perform and file necessary reports for year-end audit of the District in $55,500.00 $29,700.00 Smith Inc. accordance with District Water Code. Cost is $18,000 for 2002, $18,500 for 2003, $19,000 for 2004. Contingency increase maximum at 10%.

Torrance, City of Bldg/Land/Equip. City of Torrance leases a portion of their maintenance yard to WRD for the $600,000.00 $450,000.00 Lease Goldsworthy Desalter. The lease is at $2,500/mo for 20 years with an extendsion option for an additional 15 years, for a maximum of 35 years.

U.S. Department of Grant/Revenue Mofidication No. 013, Cooperative Agreement No. 00-FC-30-0008, Alamitos $1,200,000.00 $758,126.95 Interior(Bureau of Barrier Recycled Water Project. Modification No. 013 extends the completion date to December 31, 2003 and increases the total cost.

U.S. Department of Grant/Revenue Modification No. 003 of Cooperative Agreement No. 00-FC-30-0008, LJVWTF $1,680,000.00 the Interior (Bureau Project. Grant issued by the USBR for the construction of the project equivalent to 25% of total project costs (WRD contributes 75% of the costs related to the development & administration of the grant).

U.S. Department of Contract Service Joint funding of water resources investigation to study the fate & transport of MS2 $147,000.00 $46,000.00 the Interior (USGS) & PRD-1 during artificial recharge with recycled water. USGS portion is $101,000, WRD $147,000.

U.S. Filter Westates Contract Service Agreement for the design and construction of a Granular Activated Carbon $150,909.00 $31,818.00 (Westates Groundwater Treatment System for well owned by California Water Services. Project 12B.


Company Name Type Scope of Contract Contract Amount Balance Remaining Union Development Bldg/Land/Equip. Office building lease extension for five years. Property at 12621 E. 166th Street, $554,967.00 $258,984.60 Lease Cerritos. Lease is for $9,249.45/mo, predicated upon the agreed per square foot rent of $1.05/sq.ft./mo. A second option to renew the lease is applicable granted that WRD negotiate the rental terms at least 8 months prior to the expiration of this current extension which will be approx. 6/30/2005. The District is to provide written notice to Union Development Company of the District's intent to exercise the second option at least 210 days prior to expiration of the lease, approx.

University of Contract Service San Gabriel Spreading Area Tracer Research Study conducted by the University to $73,255.00 $24,331.00 California Regents determine groundwater transit times from the spreading area to selected monitoring and production wells. Contract stipulates advance quarterly payment unless WRD requests an invoice in a letter. WRD has requested invoices. The grant is given as a cost reimbursement up to $73,255.

West Basin Contract Service The Agreement for supply of recycled water is effective January 27, 2003 between $3,225,000.00 $3,225,000.00 Municipal Water WRD and WBMWD. This Agreement terminates the 1998 Agreement by mutual consent of the parties; any money owed by WRD for water delivered under the 1998 Agreement shall be paid to WBMWD within 60 calendar days of the effective date of this Agreement; until WBMWD completes the construction of the Recycling Facility Expansion and obtains all necessary governmental approvals and permit, WBMWD shall deliver to WRD and WRD shall purchase from WBMWD 7500 AF of recycled water on an annual basis or a lesser amount that this authorized by their Regional Board Permit; within 60 days from completion of construction and permitting and upon WBMWD's receipt of all necessary permit and approvals for injection of recycled water into the Barriers in a blend with non-recyled water of 75% to 25%, WBMWD shall deliver to WRD and WRD shall purchase 12,500 AF of recycled water on an annual basis or a lesser amount that is authorized by their Regional Board permit. WRD shall pay $430/AF of recycled water until the Recycling Plant is completed. Upon completion of the Recycling Facility, WRD shall pay $470/AF of recycled water.

West Basin Contract Service A five year contract effective 01/01/2003 to purchase imported water at Tier 1 $42,228,000.00 $42,228,000.00 Municipal Water annual maximum (16,560AF), the purchase commitment is 55,200AF at the Tier 1 rate (510AF). WRD agrees to pay the undeliverable balance of the purchase commitment if at the end of the year WRD had purchased less than the commitment level. The rates could change from time to time. First Amendment to this Purchase Agreement - added paragraphs 5 and 6 of the Purchase Agreement entitled "Commitments". Agreement signed 5/27/03. Tuesday, November 25, 2003 Page 7 of 8

Company Name Type Scope of Contract Contract Amount Balance Remaining Weston, Benshoof, Contract Service Second Modification to Attorney-Fee Contract effective 07/16/2003. First $471,999.78 $321,196.97 Rochefort, modification is the change in the hourly rates. Change from $185/hr to $200/hr for associates; from $245/hr to $275 for partners; for litigation matters rates changed from $230/hr to $260/hr. Furthermore, when both lead counsel attend the district board meeting their hourly rate shall be reduced by 50% for time spend at the meeting. Second modification states that "The attorneys may incur out-of-pocket-costs and expenses in performing legal services under this agreement." The third modification replaces the first modification in respect to the evaluation of the counsel contract. The board (not district staff) will begin an evaluation of counsel atleast 50 days (not 60 days) prior to end of fiscal year. At end of evaluation the board decide wether it is necessary to circulate a request for proposals for the position of District Counsel. The fourth amendment is a change of address for the Counsel. The fifth changes the effective date to April 9th, 2003. The sixth and seven eliminates old rate schedule and updates assignment of responsibility between the two firms. Same contarct applies to Beltran and Medina.


MEMORANDUM

ITEM NO. VI.C




SUBJECT: FINANCIAL STATEMENTS FOR OCTOBER 31, 2003

SUMMARY The attached financial statements include the Statement of Net Assets (Balance Sheet) at October 31, 2003 and the Statement of Revenues, Expenditures and Changes in Net Assets (Income Statement) for the month ending October 31, 2003. Significant changes from the previous month:

• In September 2003, the City of Long Beach banked $561,000 of in-lieu water for future use. The District recorded this as an asset (accounts receivable) and an offsetting liability (accounts payable – deferred revenue). This caused a “blip” or “spike” in these two accounts.

Since this was a one-time occurrence, in October 2003, the accounts receivable and accounts payable accounts have dropped back to their regular levels. This explains the material difference in these accounts over the prior month.

• Cash and cash equivalents increased about $530,000 over the prior month. This is due

to the District collecting its water revenues but continuing to hold off on purchasing spreading water. The increase in cash is mainly due to the approximately $445,000 in net income plus the non-cash depreciation expense.

• The only notable change in the statement of revenues, expenses and changes in net

assets over the prior month is a decrease of about $80,000 in non-operating revenues.

The City of Long Beach bills the District for water used at the Alamitos Barrier. The bill includes water used by Orange County. In turn, the District bills Orange County for their share of the water usage. At the time of the financial statements, we had not billed Orange County. Since the amount is immaterial to the financial statement presentation, we have decided not to make an accrual for the non-operating revenue. We will simply record the revenue when we invoice Orange County for their portion of water usage at the barrier.

STAFF RECOMMENDATION

Prepared by: Laura Doud


Financial Statements Page 2 of 2 Board of Directors, 12/17/03

That the Board approve the Financial Statements as submitted. COMMITTEE RECOMMENDATION The Finance Committee recommends that the Board approve the Financial Statements as submitted.

Water Replenishment District of Southern CaliforniaStatement of Net Assets

October 31, 2003

Replenishment Clean WaterFund Fund Total

Assets Current Assets Cash and Cash Equivalents 5,974,009 341,895 6,315,905 Investments 1,901,648 877,092 2,778,740 Accounts Receivable 6,650,540 484,383 7,134,923 Deposits Receivable 5,145 328 5,473 Interest Receivable 104,349 13,701 118,050 Prepaid Expenses 113,352 5,995 119,347 Total Current Assets 14,749,043 1,723,394 16,472,438

Noncurrent Assets Notes Receivable, Noncurrent - 680,355 680,355 Plant & Equipment 23,788,690 18,049,291 41,837,981 Land - 1,644,753 1,644,753 Construction-In-Progress 1,584,450 567,480 2,151,930 Accumulated Depreciation (2,274,133) (1,607,670) (3,881,803) Total Noncurrent Assets 23,099,007 19,334,209 42,433,216

Total Assets 37,848,050 21,057,604 58,905,654

Liabilities Current Liabilities Accounts Payable 3,337,689 109,092 3,446,781 Accrued Payroll - - - Accrued Employee Benefits 3,742 549 4,291 Total Current Liabilities 3,341,431 109,641 3,451,072

Noncurrent Liabilities Compensated Absences 165,040 24,682 189,722 Total Noncurrent Liabilities 165,040 24,682 189,722

Total Liabilities 3,506,471 134,323 3,640,794

Net Assets Invested in Capital Assets 23,099,007 18,653,854 41,752,861 Unrestricted 11,242,572 2,269,426 13,511,999

Total Net Assets 34,341,579 20,923,281 55,264,860

Total Liabilities & Net Assets 37,848,050 21,057,604 58,905,654

Water Replenishment District of Southern CaliforniaStatement of Revenues, Expenses and Changes in Net Assets

For the Month of October 2003

Replenishment Clean WaterFund Fund Total

Revenues Operating Revenues Water Replenishment Assessment 2,184,924 139,827 2,324,751

MWD Subsidy 40,198 2,566 42,764 Desalter Revenue 59,888 3,823 63,711

Total Operating Revenues 2,285,010 146,216 2,431,226

Operating Expenses Cost of Water Spreading - - - Injected 1,212,120 - 1,212,120 Connection Fees 22,213 - 22,213 Total Cost of Water 1,234,333 - 1,234,333 General and Administrative Salaries, Taxes & Benefits 214,411 25,115 239,526 Conference and Travel 7,838 1,759 9,597 Office Expenses 14,741 2,032 16,773 Utilities 9,845 16,621 26,466 Rents & Leases 11,021 6,712 17,733 Repairs & Maintenance 2,717 1,458 4,175 Materials & Equipment 8,512 10,795 19,307 General Liability Insurance 16,387 713 17,100 Professional Fees 235,456 36,519 271,975 Total General and Administrative 520,928 101,724 622,652 Depreciation 79,519 61,138 140,657 Total Operating Expenses 1,834,780 162,862 1,997,642

Operating Income (Loss) 450,230 (16,646) 433,584

Non-Operating Revenues (Expenses) Property Taxes - - - Investment Earnings 18,318 (4,609) 13,710 Miscellaneous 1,904 101 2,005 Total Non-Operating Revenues 20,222 (4,508) 15,715

Income (Loss) Before Contributions 470,453 (21,154) 449,299

Capital Contributions - USBR Grant - - -

Change in Net Assets 470,453 (21,154) 449,299

MEMORANDUM

ITEM NO. VI.D




SUBJECT: INVESTMENT REPORT FOR THE PERIOD ENDED OCTOBER 31, 2003

SUMMARY

CASH AND INVESTMENTS Local Agency Investment Fund (LAIF) 3,104,418 Los Angeles County Treasurer’s Pool (LACPIF) 229,909 Union Bank of California - Investments 2,773,052 Checking 2,987,266

Total Cash and Investments $ 9,094,645

INVESTMENT EARNINGS

Local Agency Investment Fund (LAIF) 1.60% $ 4,202 Los Angeles County Treasurer Pool (LACPIF) 1.36% 411 Union Bank of California - Investments 5.45% 17,967 Checking (Repurchase Agreements) .70% - .90% 5,135

Total Investment Earnings $ 27,715 STAFF RECOMMENDATION That the Board approve the Investment Report as submitted. COMMITTEE RECOMMENDATION The Finance Committee recommends that the Board approve the Investment Report as submitted.

Prepared by: Laura Doud


Water Replenishment District of Southern CalifoniaInvestment ReportOctober 31, 2003

LAIF LACPIF UBOCReplenishment Fund Activity Activity Activity CheckiBALANCE 10/1/03 $2,648,006 $162,700 $1,915,340INTEREST RECEIVED/REINVESTED 296 740 REALIZED GAIN/(LOSS) (251) UNREALIZED GAIN/(LOSS) (13,834) DEPOSITS/PURCHASES/FEES - TRANSFER IN/(OUT) 9,504 -

BALANCE 10/31/03 $2,657,509 $162,996 $1,901,994 $2,7

LAIF LACPIF UBOCClean Water Fund Activity Activity Activity CheckiBALANCE 10/1/03 $446,408 $66,798 $871,760INTEREST RECEIVED/REINVESTED 115 39 REALIZED GAIN/(LOSS) (13) UNREALIZED GAIN/(LOSS) (728) DEPOSITS/PURCHASES/FEES - TRANSFER IN/(OUT) 500 -

BALANCE 10/31/03 $446,908 $66,913 $871,058 $2

LAIF LACPIF UBOC CheckiBALANCE 10/31/03 $3,104,418 $229,909 $2,773,052 $2,9CURRENT YIELD 1.60% 1.36% 5.45% .70%INTEREST EARNED FISCAL YTD $14,270 $1,056 $76,843GAINS/(LOSSES) REALIZED FISCAL YTD $3,577GAINS/(LOSSES) UNREALIZED FISCAL YTD ($44,188)

I HEREBY CERTIFY THAT ALL INVESTMENT ACTIONS EXECUTEHAVE BEEN MADE IN FULL COMPLIANCE WITH THE INVESTMENAS TREASURER OF THE WATER REPLENISHMENT DISTRICT OF

NOTES: Percent of investments in corporate bonds = 0.0% I HEREBY CERTIFY THAT SUFFICIENT INVESTMENT LIQUIDITY AARE AVAILABLE TO MEET ESTIMATED EXPENDITURES FOR THE

The checking balance is swept daily into repurchase agreements that are collateralized asrequired by CA Govt. Code 53601; the current yield on repurchase agreements changes daily.LAIF interest is received quarterly while LACPIF & UBOC interest is received monthly. NORM RYAN, TREASURER DA

PURCHASE PAR SECURITY COUPON MATURITY CURRENT ACCRUED ORIGINAL YIELD TODATE VALUE CUSIP DESCRIPTION RATE DATE MARKET VALUE * INTEREST PURCHASE COST MATURITYCASH AND CASH EQUIVALENTS

106,715$ MONEY MARKET 106,715$ -$ 168,337$ 0.64%

U.S. GOVERNMENT AND AGENCY OBLIGATIONS

1/18/2000 3,450,000$ 9128275S7 U.S. TREASURY NOTE 5.875% 11/15/04 2,564,856$ 89,821$ 2,400,617$ 5.58%2/23/1999 140,655$ 31374TGB9 FNMA PASS THROUGH 6.500% 12/1/03 -$ -$ 4,641$ 6.49%2/22/1999 226,689$ 31371F4J8 FNMA PASS THROUGH 7.500% 7/1/04 101,481$ -$ 107,963$ 7.30%

3,924,059$ 2,773,052$ 89,821$ 2,681,559$ 5.45%

* MARKET VALUES ARE OBTAINED FROM BANK STATEMENT

\\Wrdfiles\AGENDAS\BOARD\[031217 Invest Rpt UBOC.xls]Page 2

Statement Of Investments Held By Union Bank Of California

October 31, 2003Investment Report

Water Replenishment District of Southern California

AWWARF Membership Page 1 of 2 Board meeting, December 17, 2003

MEMORANDUM

ITEM NO. VI.E




SUBJECT: AMERICAN WATER WORKS ASSOCIATION RESEARCH FOUNDATION MEMBERSHIP FEES

SUMMARY The American Water Works Association Research Foundation (AWWARF) sponsors applied research for all aspects of the drinking water industry including water resources, supply, quality, and distribution. AWWARF is funded through subscriber membership fees, which are typically based on the annual amount of water delivered or served to customers. Other subscribers include the Central and West Basin Municipal Water Districts, the Los Angeles Department of Water and Power, Long Beach and the Metropolitan Water District of Southern California. Membership affords WRD and local purveyors’ access to and participation in state-of-the-art research developments in the water industry, and also maximizes leverage of pooling resources for mutually beneficial projects and investigations. In recent years, AWWARF has conducted or sponsored research projects of particular relevance to WRD and our purveyors, including:

• Increased security of water systems • Soil aquifer treatment of reclaimed water • Tracing movement of contaminants through aquitards • Groundwater contamination – arsenic, chromium, and perchlorate • Desalination • Iron and manganese • Evaluation of membrane technologies • Wellhead treatment methods • Disinfection byproducts (DBP’s)• Bacterial regrowth in distribution systems • Infrastructure improvements – pipes, linings, coatings, pumps, tanks • Enhanced communication on drinking water issues

Prepared by: Hoover Ng

Reviewed by: Robb Whitaker

AWWARF Renewal Page 2 of 2 Board of Directirs, 12/17/03

AWWARF has requested payment of $40,000 for continued subscription for the period October 2003 to September 2004. The Groundwater Cleanup Committee reviewed this item at its meeting on November 20, 2003 and concurred with staff’s recommendation to renew the subscription. FISCAL IMPACT $40,000 has been budgeted for FY 03-04. STAFF RECOMMENDATION That the Board renew the District’s membership in the American Water Works Association Research Foundation for $40,000 for the period October 2003 to September 2004. COMMITTEE RECOMMENDATION The Groundwater Cleanup Committee reviewed this item on November 20, 2003 and concurred with the staff recommendation.

MEMORANDUM

ITEM NO. VI.F




SUBJECT: TEMPORARY ACCESS AND LICENSE AGREEMENT

SUMMARY The Alamitos Physical Barrier project is a Deep Soil Mixed (DSM) Wall which is an alternative and or a complement to the existing Alamitos Seawater Barrier Project. The existing Seawater Barrier consists of 35 injection wells along a 2-mile stretch; located at approximately two miles inland from the mouth of the San Gabrial River. The existing Barrier project requires injection of approximately 6,000 A.F. of expensive non-interruptible imported water annually. The primary economic benefit of the project when it was conceived was the ability to shift imported water demands at the barrier from more expensive non-interruptible water to less expensive seasonally available water. A recent agreement between the District and the Long Beach Water Department (LBWD) has provided the District with the opportunity to purchase imported water through the LBWD at the seasonal rate; therefore, the benefits of this project have changed significantly. However, due uncertainties in future imported water costs and the availability of matching funds from the U.S. Bureau of Reclamation (USBR) the District is continuing to move forward on the implementation of a demonstration project to assess the DSM Wall’s effectiveness. The USBR is the lead agency and will share 50% of all the costs associated with the demonstration project. Psomas and their sub-consultant partners on this project, CH2MHill, and GeoPentech have been retained by WRD to develop the environmental, geotechnical and feasibility evaluation on the demonstration project and the full scale project, which may ultimately result in construction of a two mile long underground DSM Wall. In an effort to complete our geotechnical field investigation for construction of the demonstration wall, WRD, staff has met with the Pacific Energy Group who owns the vacant property along the future DSM Wall alignment and has requested permission for GeoPentech, the geotechnical consultant on this project to enter their property and conduct the required field investigation for the demonstration project. The Pacific Energy Group has verbally approved the entrance to their property. In order to formalize the entrance to their property our legal council has drafted a license agreement which will require the WRD Board of Directors approval for proper execution.

Prepared by: Kavous Emami


Temporary Access & License Agreement Page 2 of 2 Board of Directors, 12/17/03

FISCAL IMPACT None. STAFF RECOMMENDATION That the Board approve the execution of the license agreement between WRD and the Pacific Energy Group for entering their property and performing geotechnical investigation for construction of the Demonstration Wall. COMMITTEE RECOMMENDATION The Groundwater Clean-up Committee reviewed this item on November 20, 2003 and concurred with the staff recommendation.

347/062474-0008 366666.01 a01/31/03

TEMPORARY ACCESS AND LICENSE AGREEMENT

This Temporary Access and License Agreement is made as of December17, 2003 by and between Pacific Terminals LLC (“Owner”), and the Water Replenishment District of Southern California, a water replenishment district formed under Division 18 of the California Water Code (“WRD”).

R E C I T A L S

A. Owner is the owner of certain real property located in the City of Long Beach, California known as Assessor Parcel No. 7237-019-806, and generally depicted on Exhibit “A” attached hereto (“Property”).

WHEREAS, WRD desires to enter onto the Property for the purpose of performing certain soil and ground water testing as more particularly provided herein.

WHEREAS, Owner is willing to grant WRD access to the Property for the limited purposes set forth herein subject to each of the terms and conditions contained in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Scope of Permitted Use; Access to Property. WRD shall be permitted to enter upon the Property for the limited purpose of performing the investigations and testing activities described on Exhibit A hereto (“Permitted Use”). WRD shall indemnify, defend and hold Owner harmless from any claims, damages, liabilities or expenses, including attorneys’ fees, arising out of WRD’s use of any adjacent property for access to the Property, including, without limitation, any claims from the adjacent landowner.

2. Term. WRD shall commence its Permitted Use of the Property on or before January 5, 2004. WRD shall have the right to access the Property for a total of not more than fifteen (15) business days and shall complete its Permitted Use and access to the Property on or before January 23, 2004 (“Expiration Date”). Upon the Expiration Date, WRD’s right to access and enter upon the Property shall automatically terminate and this Agreement shall terminate, except with respect to the provisions of Sections 4, 5 and 7 of this Agreement which shall survive the termination hereof and shall continue indefinitely. (subject to any applicable statutory limitations of actions). At any time prior to the commencement of work on the Property by WRD, or any time after the commencement of work if WRD is in default of any obligation hereunder, Owner shall have the right to terminate this Agreement (subject to survival of Sections 4, 5 and 7, as aforesaid) at any time, immediately upon written notice to WRD.

3. Conduct of Field Activities. All field activities and entry upon the Property shall be conducted within the time specified in Section 2 above, and at a time which is mutually convenient to Owner and WRD. WRD agrees to coordinate its Permitted Use of the Property with Owner to minimize any interference any other use of the Property. The Permitted Use and

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all activities by WRD on or about the Property shall be conducted and performed in accordance with all applicable federal, state and local laws, rules, regulations and ordinances (“Applicable Laws”).

4. Reports. As partial consideration to Owner hereunder, WRD shall delivery copies of all final reports, documents, surveys, maps and information (collectively, the “Information”) resulting from its investigation, tests and activities on or about the Property without charge or expense to Owner. WRD shall deliver two (2) copies of all such Information to Owner within thirty (30) business days following the completion of such Information.

5. Removal and Remediation. Upon the Expiration Date, WRD shall remove all investigation equipment placed on the Property, together with all soil cuttings and waste generated from the Permitted Use. WRD shall remove all wastes, borings, cuttings and waste from the Property in sealed containers and in accordance with all Applicable Laws. WRD shall restore the surface of the Property to its original condition, including back filling all bore holes as specified in the Work Plan, within a reasonable time, not to exceed seven (7) business days after completion of the field investigation work. WRD shall repair any damage caused to the Property by its Permitted Use or entry thereon, all at its sole cost and expense.

6. Insurance. At all times during any entry upon the Property by WRD or its contractors, agents or employees, WRD shall maintain a policy or policies of insurance which shall include the following coverages: (i) commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per person per occurrence; (ii) automobile liability insurance with limits of not less that One Million Dollars ($1,000,000); and (iii) Workers’ Compensation Insurance at statutory levels. Owner shall be named as an additional insured with respect to the commercial general liability insurance policy, and WRD shall deliver a certificate of insurance evidencing all such insurance coverages to Owner prior to any entry upon the Property. All policies of insurance carried by WRD shall contain a waiver of subrogation in favor of Owner.

7. Indemnification. WRD shall indemnify, defend and hold Owner harmless from and against any and all claims, actions, proceedings, damages, liabilities, obligations, penalties, administrative actions or proceedings, costs and expenses, including, without limitation, attorneys’ fees, arising from or any way relating to (i) any act or omission by WRD or any of its employees, agents or contractors on or about the Property, (ii) the Permitted Use and/or WRD’s entry upon the Property, (iii) WRD’s violation of any Applicable Laws relating to the Permitted Use and/or WRD’s entry upon the Property, (iv) a breach or default by WRD under this Agreement, (v) any damage or destruction to the Property or any portion thereof proximately caused by WRD, (vi) any claim or action or enforcement proceeding initiated by the California Coastal Commission or any other state, federal or local governmental agency or entity regarding the Permitted Use or WRD’s actions on or about the Property, and (vii) any claim of any contractor retained by WRD or any mechanics’ or materialmens’ lien filed with respect to the Property resulting from Permitted Use or the activities of WRD on or about the Property. The foregoing indemnification shall include costs of suit and attorneys’ fees incurred by Owner in connection with any indemnified matter hereunder.

347/062474-0008 366666.01 a01/31/03 -3-

8. Compliance with Safety Regulations. WRD and its contractors, employees and agents shall at all times comply with all applicable work or safety laws, including the Occupational Safety and Health Act and any and all similar laws and regulations of any federal, state or local governmental entity having jurisdiction over the Property or the activities contemplated herein.

9. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

10. Attorneys' Fees. In the event of any dispute between the parties to this Agreement or any action or proceeding in connection with or relating to Agreement, the prevailing party or parties shall be entitled to recover from the other party or parties all expenses, fees and costs of such matter, including without limitation reasonable attorneys' fees and any costs of appeal, investigation, preparation and professional or expert consultation or testimony incurred in connection with the matter. Moreover, if any party hereto without fault is made a party to any litigation instituted by or against any other party hereto, such other party shall indemnify such innocent party against and save him harmless from all costs and expenses, including reasonable attorneys' and experts' fees and costs incurred by him in connection therewith.

11. No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.

12. Integration. This Agreement and other documents expressly incorporated herein by reference contain the entire and exclusive understanding and agreement between the parties relating to the matters contemplated hereby and all prior or contemporaneous negotiations, agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect.

13. Notices. Any notice which either party may desire to give to the other party must be in writing and may be given by personal delivery, by mailing the same by registered or certified mail, return receipt requested, postage prepaid, or by Federal Express or other reputable overnight delivery service, or by telecopier or other reliable electronic type mail system to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate. Any such notice shall be deemed given upon receipt if by personal delivery, forty-eight (48) hours after deposit in the United States mail, if sent by mail pursuant to the foregoing, or twenty-four (24) hours after deposit with Federal Express or other reputable overnight delivery service, or twenty-four (24) hours after transmission by telecopier or other reliable electronic type mail system.

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To: Pacific Energy Group LLC 5900 Cherry Avenue Long Beach, Ca 90805 Attn: Debra Moudy Fax No. (562) 728-2823

To: Water Replenishment 12621 East 166th Street District of Southern California Cerritos, CA 90703 Attn.: Kavous Emami Fax No. (562) 921-6101

Copy to: Darren L. Hereford, Esq. Weston Benshoof Rochefort Rubalcava MacCuish LLP 333 South Hope Street, 16th Floor Los Angeles, CA 90071 Fax No. (213) 576-1100

14. Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

“WRD”

WATER REPLENISHMENT DISTRICT OF SOUTHERN CALIFORNIA, a water replenishment district formed under Division 18 of the California Water Code

By:

Its: President

By: ______________________________________ Its: Secretary

347/062474-0008 366666.01 a01/31/03 -5-

APPROVED AS TO FORM:

Weston Benshoof Rochefort Rubalcava & MacCuish, LLP

By: ______________________________________ Edward J. Casey, Esq. Attorneys for Water Replenishment District of California

“OWNERS”

Pacific Terminals LLC

MEMORANDUM

ITEM NO. VII




SUBJECT: WRD SAMPLING VEHICLE

SUMMARY Due to the increasing demands of the District’s groundwater monitoring responsibilities, including expansion of WRD’s nested monitoring well network; permit compliance for recycled water programs at the Montebello Forebay, Dominguez Gap Barrier, and Alamitos Barrier; and other monitoring to support District water Quality programs, a second groundwater sampling vehicle is needed. This information was brought to the Water Resources Committee on April 8, 2003, where the Committee concurred and directed Staff to begin looking for the vehicle. Our first sampling vehicle was designed primarily to sample the USGS-style nested monitoring wells efficiently and has been very successful. This second vehicle has been designed with additional capabilities to complement the first vehicle including higher pump capacities, 180 degree pump rotation, micro-purging, and a wire-line to operate bailers and discrete interval samplers. The system is designed around a 2004 Ford F-350 pick-up chassis, a model which worked well on the first sampling vehicle. A flat-bed service body will be added to the chassis which will include adequate storage as well as a large flat working surface. Three modular equipment skids will be fabricated, each with a specialized sampling capability, so that field staff can easily switch skids depending on the sampling task for a given day. Additional fabrication a modifications will be made to the service body to facilitate safe, efficient, and professional operation by field staff. These modifications include mounting a generator, wiring remote internal and external electrical panels, and adding mounts to the body for attaching the skids. Staff solicited competitive quotes from three local dealers for the chassis and service body. Lowest price was received from Peck Road Truck Center for $34,418.34, plus contingency for unanticipated modification requirements for a not to exceed a total cost of $36,000. Engineering and fabrication of the three sampling skids and modifications to the service body will be performed by AMS in American Falls, Idaho. Staff has searched for local and regional firms who could build the specialized equipment but have concluded that AMS is uniquely qualified provide this service.

Prepared by: Tony Kirk


WRD Sampling Vehicle Page 2 of 2 Board of Directors, 12/17/03

AMS fills a niche in the groundwater sampling industry between small hand operated equipment which will not stand up to the demands of WRD sampling, and very large general service groundwater sampling equipment manufacturers which do not address WRD’s specialized requirements. AMS designed and built the first WRD sampling vehicle and it has performed excellent over the past 5 years. For these reasons WRD has standardized on AMS groundwater sampling equipment. The cost for engineering, design and fabrication by AMS will be $88,000. A final component of the sampling vehicle will be water quality instrumentation. The instrument and vendor will be determined next year when newer models are on the market. Leading manufacturers include YSI, Inc., HydroLab, or Horiba. The cost not exceed $8,000 The amount of $132,000 was included in the FY 2003/2004 Capital Budget. 8, 2003

Cost Summary: Ford F-350 Chassis and Service Body: $36,000 Sampling Equipment: $88,000 Water Quality Instrumentation: $ 8,000 TOTAL AUTHORIZATION $132,000

FISCAL IMPACT $132,000, This item is included in the current Fiscal Year Budget. STAFF RECOMMENDATION That the Board authorize the General Manager to purchase a new groundwater sampling vehicle for an amount not to exceed $132,000. COMMITTEE RECOMMENDATION The Water Resources Committee will review this item at its December 15, 2003 meeting and will provide a recommendation to the Board.

Reserve Fund Policy Page 1 of 1 Board of Directors, 12/17/03

MEMORANDUM

ITEM NO. VIII




SUBJECT: RESERVE FUND POLICY

SUMMARY The Ad Hoc Audit Committee discussed various reserve amounts and has recommended a $15 million reserve. Existing legislation limits the reserve amount to $10 million. However, the District can propose legislation to change this amount. Board action – for further discussion. FISCAL IMPACT Increase of the reserve fund from $10 million to $15 million. STAFF RECOMMENDATION That the Board support the $15 million reserve fund policy. COMMITTEE RECOMMENDATION The Administrative Committee recommends that the Board approve a reserve of $15 million.

Prepared by: Scott M. Ota

Reviewed by:

Subject Page 1 of 1 Name of Committee, Date of Meeting

MEMORANDUM

ITEM NO. IX




SUBJECT: ORGANIZATION CHART

SUMMARY Presentation will be given by staff regarding the new organization chart for Water Replenishment District. FISCAL IMPACT None. STAFF RECOMMENDATION For Discussion COMMITTEE RECOMMENDATION For discussion and possible adoption.

Prepared by: Scott M. Ota

Reviewed by:

State and Local Advocacy Services Page 1 of 2 Board of Directors, 12/17/03

MEMORANDUM

ITEM NO. X




SUBJECT: STATE AND LOCAL ADVOCACY SUPPORT SERVICES

SUMMARY The WRD’s Administrative Code authorizes the District to enter into a contract for professional services such as legislative advocacy services on the basis of demonstrated competence, expertise, experience, professional qualifications, price and overall value. The WRD’s legislative advocacy contracts contain a clause for annual renewal by the parties if the firm satisfies the District’s qualitative review of its services, the Board determines that there is a demonstrated need for the continuation of such services, and the renewed agreement does not provide for a significantly longer term, increased scope of work, or increased fee schedule. Staff has reviewed the legislative and advocacy support services that Rose & Kindel has provided over the past year and has determined that it meets the substantive criteria for professional services set forth in the Administrative Code. Rose & Kindel provides outstanding service and its fees are commensurate with industry standard. Staff, therefore, recommends that the WRD Board renew Rose & Kindel’s contract for state and local advocacy support. Prior to July 2003 and the contracting with R. Fair & Associates for state legislative and advocacy support, Earnest Governmental Relations maintained a longstanding relationship with the District for such services. The November 2002 contract with Earnest Governmental was terminated per mutual agreement of the parties earlier this year due to Curtis Earnest’s acceptance of another position that prevented him from rendering services to the District. Staff has since received a proposal from Earnest Governmental Relations to provide the same type of services described in the November 2002 contract and also concludes that Earnest Governmental meets the substantive criteria for professional services set forth in the Administrative Code. The firm’s proposal provides for the same terms and conditions set forth in the former November 2002 contract, which includes the earlier referenced clause for annual renewal by the parties if Earnest Governmental Relations satisfies the District’s qualitative review of its services, the Board determines that there is a demonstrated need for the continuation of such services, and the renewed agreement does not provide for a significantly longer term, increased scope of work or increased fee schedule. Staff, therefore, recommends that the WRD Board terminate its contract with R. Fair & Associates and re-initiate a contract for legislative advocacy and governmental relations services with Earnest Governmental Relations.

Prepared by: Adeline M.L. Yoong

Reviewed by:

State and Local Advocacy Services Page 2 of 2 Board of Directors, 12/17/03

The Inter-Agency Committee will review this matter at a Special Inter-Agency Committee on December 17, 2003 and will provide its recommendation. FISCAL IMPACT $10,000.00 per month per firm has been allocated in the FY03-04 budget for state and local legislative services. STAFF RECOMMENDATION That the Board (1) renew Rose & Kindel’s contract for state and local advocacy support, and (2) terminate the contract with R. Fair & Associates and initiate a contract with Earnest Governmental Relations for state legislative and governmental relations services. COMMITTEE RECOMMENDATION For discussion.

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AGREEMENT FOR LEGISLATIVE ADVOCACY AND GOVERNMENTAL RELATIONS SERVICES

This Agreement for Legislative Advocacy and Governmental Relations Services

(“Agreement”), dated as of ___________________ the “Effective Date”), is entered into by and between the Water Replenishment District of Southern California (hereinafter “WRD”), a public entity, and Rose & Kindel (hereinafter “Service Provider”).

RECITALS

A. WRD is a water replenishment district organized and operating pursuant to the Water Replenishment District Act, California Water Code, Division 18, Section 60000 et seq. (“Enabling Act”).

B. WRD is authorized by the Enabling Act to protect and preserve the quantity and quality of the groundwater supplies in the Central Groundwater Basin (“Central Basin”) and the West Coast Groundwater Basin (“West Basin”) (collectively, the “Basins”) and is authorized to perform any act necessary to replenish the Basins and to put to beneficial use any water under its control or management, including, but not limited to: buy, sell, exchange, recapture, import, store, treat, and transport water within the Basins.

C. The Service Provider is in the business of providing assistance in the area of governmental relations and legislative advocacy.

D. In order to fulfill its statutory mandate, WRD must provide information and education to the general public, legislators, public agencies, and other parties concerning the importance of water resources in Southern California and WRD’s ongoing activities to protect and promote those resources. WRD is retaining the Service Provider to assist it in the informational and educational activities.

NOW THEREFORE, for good and valuable consideration, including the mutual promises contained herein, and subject to the terms and conditions set forth below, WRD and Service Provider agree as follows:

1. Term of Agreement: The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for one calendar year (“Expiration Date”), subject to the provisions of paragraphs 8, 9 and 10 of this Agreement.

2. Services: The Service Provider shall perform on a prompt and timely basis the services described in Exhibit A hereto, which is incorporated by reference herein as though fully set forth (hereinafter the “Services”). In performing the Services, the Service Provider shall take direction from WRD’s General Manager

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(“GM”) or, if the General Manager so directs, from WRD’s Manager of its Governmental Affairs Department (“GA Manager”). The Service Provider shall provide to the GM and/or GA Manager a monthly report of the status and progress of its Services. The form of the report (verbal, written, etc.) shall be in the discretion of the GM. The GM shall keep the Chair of WRD’s Inter-Agency Committee reasonably informed of the status and progress of the Service Provider’s Services.

3. Fees: In consideration of Service Provider’s performance of the Services during the term of this Agreement, WRD shall compensate Service Provider as provided in Exhibit B, which is attached hereto and incorporated by reference herein as though fully set forth. In connection with any request for reimbursement of lodging and meals, the Service Provider shall comply with the portion of WRD’s Administrative Code that governs a WRD’s employee’s request for such reimbursement (a copy of which is attached as Exhibit C hereto).

4. Subcontracting: Service Provider shall obtain WRD’s prior written approval before entering into any subcontracts or other agreements for the performance of any of the Services contemplated by this agreement.

5. Status: Service Provider shall be an independent contractor and not an employee of WRD under this Agreement. Service Provider shall be under control of WRD only as to the result to be accomplished by consult with WRD. The payments made to Service Provider pursuant to this Agreement shall be the true and complete compensation to which Service Provider is entitled. WRD shall not make any federal or state tax withholdings on behalf of Service Provider. WRD shall not be required to pay any worker’s compensation insurance on behalf of Service Provider. Service Provider agrees to indemnify WRD for any tax, retirement contribution, social security, overtime payment, or worker’s compensation payment which WRD may be required to make on behalf of Service Provider or any employee of Service Provider for work done under this Agreement. Service Provider shall be aware of the requirements of the Political Reform Act of 1974, as amended, and shall comply with them, including, but not limited to, all conflicts of interest and financial disclosure requirements required thereunder.

6. Insurance: In addition to any insurance Service Provider is required by law to maintain, Service Provider shall maintain any additional insurance that is described in Exhibit A hereto. The cost for all insurance obtained by Service Provider under this Agreement shall be deemed to be included in the compensation set forth in Exhibit B, and Service Provider shall not be entitled to any additional compensation or reimbursement therefor.

7. Indemnification: Service Provider agrees to defend, indemnify and hold WRD, its officers, directors, and employees harmless from any and all claims, demands, liabilities, suits, causes of action, expenses of any kind, including costs and

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attorneys fees, arising from the negligence or willful misconduct of Service Provider, or any of its officers, directors, employees, agents, representatives, or subcontractors.

8. Termination for Convenience: WRD shall have the right to terminate this Agreement in its entirety at any time for its convenience and without cause upon thirty (30) days written notice by WRD to Service Provider. Any termination under this paragraph shall become effective on the thirtieth calendar day after the mailing of the notice provided by this paragraph. Upon such termination, Service Provider shall only be entitled to compensation according to the terms of this Agreement for Services actually provided up to and including the effective date of termination. Service Provider understands and agrees that it shall not be entitled to any additional compensation or reimbursement whatsoever in the event of such termination, and in the event of such termination hereby waives and releases any and all claims against WRD for such additional compensation or reimbursement, including without limitation any compensatory, consequential or reliance damages incurred by Service Provider as a result of such termination.

9. Termination for Default: WRD shall have the right to terminate this Agreement in its entirety at any time in the event of a material default by Service Provider of its obligations hereunder upon providing thirty day written notice to the Service Provider.

10. Qualitative Review and Renewal Option: At least sixty (60) days prior to the Expiration Date, WRD staff shall evaluate the quality of the Services that have been provided by the Service Provider, the cost of such Services relative to the benefits, and the need for any continuation of the Services. The results of such evaluation shall be provided to WRD’s Inter-Agency Committee, which committee shall provide a report to WRD’s Board of Directors (“Board”). If the Board determines that there is a demonstrated need for the continuation of such services, the Board may renew the Agreement on terms and conditions that do not provide for a significantly longer term, increased scope of work or increased fee schedule than is provided for in paragraphs 1, 2 and 3, above. If the Board desires to modify the Agreement to provide for such a significantly longer term, increased scope of work or increased fee schedule, WRD shall comply with the provisions of its then current Administrative Code concerning the solicitation and approval of proposals for professional services.

11. Modifications: This Agreement may be modified only by a writing signed by the parties hereto.

12. Notices: All notices provided by this agreement shall be in writing and shall be sent by first-class mail and facsimile transmission as follows:

If to WRD: Water Replenishment District 12621 East 166th Street Cerritos, California 90703

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Attention: General Manager

If to Service Provider: Rose & Kindel

900 Wilshire Boulevard, Suite 1030 Los Angeles, California 90017 Attention: Michael Gagan

13. Standard of Care: The Services to be performed by the Service Provider hereunder shall be performed to the degree of skill and judgment normally exercised by recognized professionals performing services of a similar nature as of the date the particular services are performed. The Service Provider makes no other warranty, either express or implied, as to its findings, recommendations or professional advice.

14. Documents: Any documents developed by the Service Provider in the course of performing the Services shall, upon payment in full by WRD, be furnished to and become the property of WRD.

15. Successors and Assigns: No party hereto shall assign any rights or delegate any duties hereunder without the prior written consent of the other party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the parties.

16. Choice of Law and Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. The parties agree that the exclusive venue for any action or proceeding arising from or relating to this Agreement shall be in the County of Los Angeles, State of California.

17. Severability: In the event that any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable for any reason, the remaining provisions contained in this Agreement shall remain in full force and effect.

18. Attorneys’ Fees: In the event an action is commenced by a party to this Agreement against any other party or parties hereto to enforce its rights and obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, plus a reasonable amount for attorneys’ fees. The Service Provider shall not accept employment or contract during the term of this Agreement with any firm or individual for the provision of services that would conflict directly or indirectly with the Services provided to WRD under this Agreement.

19. Conflict of Interest: No official of WRD who is authorized in such capacity and on behalf of WRD to negotiate, make, accept or approve, or to take part in negotiating, making, accepting or approving this Agreement, or any contract or

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subcontract relating to work to be performed pursuant to this Agreement, shall become directly or indirectly personally interested in this Agreement or in any part thereof. The Service Provider shall not accept employment or contract during the term of this Agreement with any firm or individual for the provision of services that would conflict directly or indirectly with the Services provided to WRD under this Agreement.

20. Equal Opportunity: During the performance of this Agreement, the Service Provider shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, marital status or national origin.

21. Entire Agreement: This Agreement is intended by the parties hereto as a final, complete and exclusive expression of their agreement, and supersedes any and all other agreements, either oral or in writing, including the Letter Agreement, between the parties with respect to the subject matter of this Agreement, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid and binding.

22. Authority: Each person signing this Agreement represents that he or she has the authority to do so on behalf of the party for whom he or she is signing.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first written above.

ROSE & KINDEL (“Service Provider”)

Signature: ___________________ Name: Michael Gagan Title: ___________________

Approved as to form and content, WATER REPLENISHMENT DISTRICT OF WESTON, BENSHOOF, ROCHEFORT SOUTHERN CALIFORNIA RUBALCAVA & MacCUISH

Signature: ___________________ _________________________________ Name: Willard H. Murray By: Edward J. Casey Title: President Attorneys for Water Replenishment

District of Southern California

Signature: ___________________ Name: Bob Goldsworthy Title: Secretary

Water Replenishment District of Exhibit A Legislative Advocacy Govt Southern California Scope of Work Relations Services Agreement Rev: 12/15/03 411912.1

EXHIBIT A SCOPE OF WORK

Service Provider shall perform the following services: 1. Register as a lobbying firm and represent the District on state legislative and

administrative matters; 2. Assist the District to implement the recommendations of the State Audit Reports; 3. Serve as a policy adviser to the District, including assistance in developing and

implementation of plans, programs and policy initiatives; 4. Provide assistance and advice to the District with respect to public relations and

media relations matters; 5. Provide assistance and advice to the District on local and regional governmental

relations matters, including but not limited to matters involving Los Angeles County, Los Angeles City, the County Sanitation Districts and the County of Public Works and LAFCO;

6. Provide support to the District and its staff, including its counsel and contractors, as may be required from time to time and as may be directed by the Board and/or management of the District; and

7. Provide additional services to the District as appropriate.

411912.1

EXHIBIT B SERVICE PROVIDER RATE SCHEDULE

1.0 Service Provider shall be compensated for actual services performed in accordance with this Agreement in the monthly amount of $10,000 plus actual out-of pocket expenses.

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AGREEMENT FOR LEGISLATIVE ADVOCACY AND GOVERNMENTAL RELATIONS SERVICES

This Agreement for Legislative Advocacy and Governmental Relations Services (“Agreement”), dated as of __________________ (the “Effective Date”), is entered into by and between the Water Replenishment District of Southern California (hereinafter “WRD”), a public entity, and Earnest Governmental Relations (hereinafter “Service Provider”).

RECITALS

A. WRD is a water replenishment district organized and operating pursuant to the Water Replenishment District Act, California Water Code, Division 18, Section 60000 et seq. (“Enabling Act”).

B. WRD is authorized by the Enabling Act to protect and preserve the quantity and quality of the groundwater supplies in the Central Groundwater Basin (“Central Basin”) and the West Coast Groundwater Basin (“West Basin”) (collectively, the “Basins”) and is authorized to perform any act necessary to replenish the Basins and to put to beneficial use any water under its control or management, including, but not limited to: buy, sell, exchange, recapture, import, store, treat, and transport water within the Basins.

C. The Service Provider is in the business of providing assistance in the area of governmental relations and legislative advocacy.

D. In order to fulfill its statutory mandate, WRD must provide information and education to the general public, legislators, public agencies, and other parties concerning the importance of water resources in Southern California and WRD’s ongoing activities to protect and promote those resources. WRD is retaining the Service Provider to assist it in the informational and educational activities.

NOW THEREFORE, for good and valuable consideration, including the mutual promises contained herein, and subject to the terms and conditions set forth below, WRD and Service Provider agree as follows:

1. Term of Agreement: The term of this Agreement shall commence on the Effective Date, and shall continue in full force and effect for one calendar year (“Expiration Date”), subject to the provisions of paragraphs 8, 9 and 10 of this Agreement.

2. Services: The Service Provider shall perform on a prompt and timely basis, the services described in Exhibit A hereto, which is incorporated by

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reference herein as though fully set forth (hereinafter the “Services”). In performing the Services, the Service Provider shall take direction from WRD’s General Manager (“GM”) or, if the General Manager so directs, from WRD’s Manager of its Governmental Affairs Department (“GA Manager”). The Service Provider shall provide to the GM and/or GA Manager a monthly report of the status and progress of its Services. The form of the report (verbal, written, etc.) shall be in the discretion of the GM. The GM shall keep the Chair of WRD’s Inter-Agency Committee reasonably informed of the status and progress of the Service Provider’s Services.

3. Fees: In consideration of Service Provider’s performance of the Services during the term of this Agreement, WRD shall compensate Service Provider as provided in Exhibit B, which is attached hereto and incorporated by reference herein as though fully set forth. In connection with any request for reimbursement of lodging and meals, the Service Provider shall comply with the portion of WRD’s Administrative Code that governs a WRD’s employee’s request for such reimbursement (a copy of which is attached as Exhibit C hereto).

4. Subcontracting: Service Provider shall obtain WRD’s prior written approval before entering into any subcontracts or other agreements for the performance of any of the Services contemplated by this agreement.

5. Status: Service Provider shall be an independent contractor and not an employee of WRD under this Agreement. Service Provider shall be under control of WRD only as to the result to be accomplished by consult with WRD. The payments made to Service Provider pursuant to this Agreement shall be the true and complete compensation to which Service Provider is entitled. WRD shall not make any federal or state tax withholdings on behalf of Service Provider. WRD shall not be required to pay any worker’s compensation insurance on behalf of Service Provider. Service Provider agrees to indemnify WRD for any tax, retirement contribution, social security, overtime payment, or worker’s compensation payment which WRD may be required to make on behalf of Service Provider or any employee of Service Provider for work done under this Agreement. Service Provider shall be aware of the requirements of the Political Reform Act of 1974, as amended, and shall comply with them, including, but not limited to, all conflicts of interest and financial disclosure requirements required thereunder.

6. Insurance: In addition to any insurance Service Provider is required by law to maintain, Service Provider shall maintain any additional insurance that is described in Exhibit A hereto. The cost for all insurance obtained by Service Provider under this Agreement shall be deemed to be included in the compensation set forth in Exhibit B, and Service Provider shall not be entitled to any additional compensation or reimbursement therefor.

7. Indemnification: Service Provider agrees to defend, indemnify and hold WRD, its officers, directors, and employees harmless from any and all claims,

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demands, liabilities, suits, causes of action, expenses of any kind, including costs and attorneys fees, arising from the negligence or willful misconduct of Service Provider, or any of its officers, directors, employees, agents, representatives, or subcontractors.

8. Termination for Convenience: WRD shall have the right to terminate this Agreement in its entirety at any time for its convenience and without cause upon thirty (30) days written notice by WRD to Service Provider. Any termination under this paragraph shall become effective on the thirtieth calendar day after the mailing of the notice provided by this paragraph. Upon such termination, Service Provider shall only be entitled to compensation according to the terms of this Agreement for Services actually provided up to and including the effective date of termination. Service Provider understands and agrees that it shall not be entitled to any additional compensation or reimbursement whatsoever in the event of such termination, and in the event of such termination hereby waives and releases any and all claims against WRD for such additional compensation or reimbursement, including without limitation any compensatory, consequential or reliance damages incurred by Service Provider as a result of such termination.

9. Termination for Default: WRD shall have the right to terminate this Agreement in its entirety at any time in the event of a material default by Service Provider of its obligations hereunder upon providing thirty-day written notice to the Service Provider.

10. Qualitative Review and Renewal Option: At least sixty (60) days prior to the Expiration Date, WRD staff shall evaluate the quality of the Services that have been provided by the Service Provider, the cost of such Services relative to the benefits, and the need for any continuation of the Services. The results of such evaluation shall be provided to WRD’s Inter-Agency Committee, which committee shall provide a report to WRD’s Board of Directors (“Board”). If the Board determines that there is a demonstrated need for the continuation of such services, the Board may renew the Agreement on terms and conditions that do not provide for a significantly longer term, increased scope of work or increased fee schedule than is provided for in paragraphs 1, 2 and 3, above. If the Board desires to modify the Agreement to provide for such a significantly longer term, increased scope of work or increased fee schedule, WRD shall comply with the provisions of its then current Administrative Code concerning the solicitation and approval of proposals for professional services.

11. Modifications: This Agreement may be modified only by a writing signed by the parties hereto.

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12. Notices: All notices provided by this agreement shall be in writing and shall be sent by first-class mail and facsimile transmission as follows:

If to WRD: Water Replenishment District 12621 East 166th Street Cerritos, California 90703 Attention: General Manager

If to Service Provider: Earnest Governmental Relations 1120 J Street, Suite C Sacramento, California 95814 Attention: Curtis Earnest

13. Standard of Care: The Services to be performed by the Service Provider hereunder shall be performed to the degree of skill and judgment normally exercised by recognized professionals performing services of a similar nature as of the date the particular services are performed. The Service Provider makes no other warranty, either express or implied, as to its findings, recommendations or professional advice.

14. Documents: Any documents developed by the Service Provider in the course of performing the Services shall, upon payment in full by WRD, be furnished to and become the property of WRD.

15. Successors and Assigns: No party hereto shall assign any rights or delegate any duties hereunder without the prior written consent of the other party. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the parties.

16. Choice of Law and Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. The parties agree that the exclusive venue for any action or proceeding arising from or relating to this Agreement shall be in the County of Los Angeles, State of California.

17. Severability: In the event that any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable for any reason, the remaining provisions contained in this Agreement shall remain in full force and effect.

18. Attorneys’ Fees: In the event an action is commenced by a party to this Agreement against any other party or parties hereto to enforce its rights and obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, plus a reasonable amount for attorneys’ fees. The Service Provider shall not accept employment or contract during the term of this Agreement with any firm or individual for

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the provision of services that would conflict directly or indirectly with the Services provided to WRD under this Agreement.

19. Conflict of Interest: No official of WRD who is authorized in such capacity and on behalf of WRD to negotiate, make, accept or approve, or to take part in negotiating, making, accepting or approving this Agreement, or any contract or subcontract relating to work to be performed pursuant to this Agreement, shall become directly or indirectly personally interested in this Agreement or in any part thereof. The Service Provider shall not accept employment or contract during the term of this Agreement with any firm or individual for the provision of services that would conflict directly or indirectly with the Services provided to WRD under this Agreement.

20. Equal Opportunity: During the performance of this Agreement, the Service Provider shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, marital status or national origin.

21. Entire Agreement: This Agreement is intended by the parties hereto as a final, complete and exclusive expression of their agreement, and supersedes any and all other agreements, either oral or in writing between the parties with respect to the subject matter of this Agreement, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid and binding.

22. Authority: Each person signing this Agreement represents that he or she has the authority to do so on behalf of the party for whom he or she is signing.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first written above.

EARNEST GOVERNMENTAL RELATIONS

_________________________________ (“Service Provider”)

Signature: ______________________ Name: Curtis Earnest Title: ______________________

Approved as to form and content, WATER REPLENISHMENT DISTRICT OF WESTON, BENSHOOF, ROCHEFORT SOUTHERN CALIFORNIA RUBALCAVA & MacCUISH

Signature: ___________________ _________________________________ Name: Willard H. Murray By: Edward J. Casey Title: President Attorneys for Water Replenishment

District of Southern California

Signature: ___________________ Name: Willard H. Murray Title: Bob Goldsworthy

Water Replenishment District of Exhibit A Legislative Advocacy Govt Southern California Scope of Work Relations Services Agreement Rev: 12/15/03 411915.1

EXHIBIT A SCOPE OF WORK

Service Provider shall perform the following services: 1. Coordinate with WRD’s other representatives and develop a team strategy for

addressing the interests of the WRD; 2. Work with ACWA and other special district water interests to ensure these

organizations take positions compatible with WRD’s objectives; 3. Monitor and track proposed California state legislation and protect interest by

influencing the formulation of these proposals; 4. Assist the WRD in supporting and/or opposing specific legislation proposed that

involves the WRD or matters directly germane to the WRD’s interest; 5. Develop relationships with WRD’s legislative delegation, as well as other legislators

throughout the state; 6. Meet with the California Water Commission staff and members to organize

presentations to the Commission to ensure that WRD projects are included as candidates for federal funding;

7. Provide periodic access to legislators, their staff, legislative committees and committee staff;

8. Daily monitoring of the legislative process to identify areas of potential concern or interest to the WRD;

9. Determine and recommend appropriate action plans based on professional assessment of legislative processes;

10. Monitor the status of potential state funding sources for the WRD; and 11. Provide additional services to the WRD as appropriate, including support to the WRD

and its staff including its counsel and contractors, as may be required from time to time and as may be directed by the Board and/or management of the District..

411915.1

EXHIBIT B SERVICE PROVIDER RATE SCHEDULE

1.0 Service Provider shall be compensated for actual services performed in accordance with this Agreement in the monthly amount of $10,000.

Federal Advocacy Support Page 1 of 1 Board of Directors,12/17/03

MEMORANDUM

ITEM NO. XI




SUBJECT: FEDERAL ADVOCACY SUPPORT

SUMMARY On June 24, 2003 the Inter-Agency Committee directed staff to explore the qualifications of firms that provide legislative advocacy services in Washington D.C. Staff reviewed and provided information on the firms of ENS Resources, Inc.; Jim McConnell; Platinum Advisory Group; and Will & Carlson, Inc. ENS Resources subsequently withdrew itself from consideration due to conflicts with existing client interest. On November 21, 2003 WRD representative interviewed the remaining three firms: Jim McConnell, Platinum Advisory Group, and Will & Carlson, Inc. Inter-Agency Committee Chair will provide a report of her findings. FISCAL IMPACT $55,000.00 has been allocated in the FY03-04 budget for federal advocacy support. STAFF RECOMMENDATION For discussion. COMMITTEE RECOMMENDATION For discussion.

Prepared by: Adeline M.L. Yoong

Reviewed by:

Capital Improvement Plan Page 1 of 2 Board of Directors, 12/17/03

MEMORANDUM

ITEM NO. XII



FROM: ROBB WHITAKER

SUBJECT: CAPITAL IMPROVEMENT PLAN

SUMMARY On September 3rd, 2003, the WRD Board of Directors adopted a Strategic Plan (Plan) which contains the District’s mission statement, goals and objectives. Additionally, the Plan provides a list of potential projects and programs to assist the District in meeting the specified goals and objectives. Upon adoption of this plan, the District continued with the development of a 5-year Capital Improvement Program (CIP) which includes a more thorough economic evaluation of the associated costs and benefits of potential projects and programs. The method of evaluating the projects was discussed and agreed by the Ad Hoc Planning Committee. Prior to any project being included in the CIP, the following review process will occur. In general, projects will first be introduced to the entire Board of Directors where a decision will be made to either move forward with the project or end or defer it. If the Board determines that a project is worthy of moving forward, it will be reviewed in further detail by the District’s Technical Advisory Committee (TAC). The TAC will then make their recommendation on whether to move forward with the project. The TAC recommendation will then be brought back to the Board and considered as the Board makes its decision to include the project in the CIP. The table shown below summarizes where each of the 11 projects currently being considered are in the review process. As shown on the matrix, staff will be discussing the TAC recommendation on four of the projects and will be introducing the remaining seven projects to the Board (shaded in gray on the matrix). “To Be Determined”, or TBD was entered for those tasks that have not yet been scheduled.

Prepared by: Jason Weeks


Capital Improvement Plan Page 2 of 2 Board of Directors, 12/17/03

Introduced

to Board End or Defer?

Reviewed by TAC

Reviewed at Board Workshop

Caltrans Pipeline 10/27 No 11/13 12/17 San Gabriel River Rubber Dams

10/27 No 11/13 12/17

Convert Orduña Wells to Injection Wells

10/27 No 12/9 12/17

Safe Drinking Water Program

10/27 No 12/9 12/17

Alamitos Physical Barrier Project

12/17 TBD TBD TBD

Goldsworthy Desalter Horizontal Well

12/17 TBD TBD TBD

Whittier Narrows Conservation Pool Project

12/17 TBD TBD TBD

Dominguez Gap Spreading Grounds Enhancement

12/17 TBD TBD TBD

ASR Well Development Inland of Seawater Barriers

12/17 TBD TBD TBD

Expansion of Goldsworthy Desalter

12/17 TBD TBD TBD

Desalter Brine Line 12/17 TBD TBD TBD FISCAL IMPACT None. STAFF RECOMMENDATION For information. COMMITTEE RECOMMENDATION For information.