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Home My WebLink AboutAgenda Packet - EVWD Board of Directors - 06/13/2018REG ULA R BO A RD MEET IN G J une 13, 2018 - 5:30 P M 31111 Greenspot Road, Highland, C A 92346 AGE N D A "In order to comply with legal requirements for posting of agenda, only those items filed with the District Clerk by 12:00 p.m. on Wednesday prior to the following Wednesday meeting not requiring departmental investigation, will be considered by the Board of Directors". C A LL TO O RD ER PLED G E O F A LLEG IA N C E RO LL C A LL O F BO A RD MEMBERS PRESEN TAT IO N S A N D C EREMO N IA L IT EMS Presentation of EchoTech Sponsorship Donation to Indian Springs High School P U B L I C C OMME N T S Any person wishing to speak to the Board of Directors is asked to complete a Speaker Card and submit it to the D istrict C lerk prior to the start of the meeting. Each speaker is limited to three (3) minutes, unless waived by the Chairman of the Board. Under the State of C alifornia Brown Act, the Board of Directors is prohibited from discussing or taking action on any item not listed on the posted agenda. T he matter will automatically be referred to staff for an appropriate response or action and may appear on the agenda at a future meeting. AGE N D A - T his agenda contains a brief general description of each item to be considered. Except as otherwise provided by law, no action shall be taken on any item not appearing on the following agenda unless the Board of Directors makes a determination that an emergency exists or that a need to take immediate action on the item came to the attention of the District subsequent to the posting of the agenda. 1.Approval of Agenda 2.AP P RO VAL O F C ON SE N T C AL E N D AR All matters listed under the C onsent C alendar are considered by the Board of Directors to be routine and will be enacted in one motion. T here will be no discussion of these items prior to the time the board considers the motion unless members of the board, the administrative staff, or the public request specific items to be discussed and/or removed from the Consent Calendar. a.May 16, 2018 special meeting minutes b.May 21, 2018 special meeting minutes c.May 23, 2018 regular meeting minutes d.Directors' fees and expenses for May 2018 D I SC U SSI ON AN D P O SSI B L E AC T I O N I T E MS 3.C onsider Adoption of Resolution 2018.11 - Authorizing Staff to file Articles of Incorporation with the Secretary of State for the C reation of a Non-Profit Foundation for C ommunity Enhancement Efforts 4.Authorize the General Manager/C EO to sign and file California State Water Resources C ontrol Board Financing Agreement for the Sterling Natural Resource C enter Project RE P O RT S 5.Board of Directors' Reports 6.General Manager/C EO Report 7.Legal Counsel Report 8.Board of Directors' Comments AD J O U RN P LEAS E NO T E: Materials related to an item on this agenda s ubmitted to the Board after dis tribution of the agenda packet are availab le fo r pub lic ins p ectio n in the District's o ffic e lo cated at 31111 G reens p o t R d., Highland , during normal bus ines s ho urs. Also, s uc h d o cuments are available on the District's website at www.eastvalley.org subject to staff's ability to pos t the doc uments before the meeting. P urs uant to G overnment C o d e S ec tio n 54954.2(a), any reques t for a d is ab ility-related modific ation or ac commodation, inc luding auxiliary aid s o r s ervic es , that is s o ught in order to p artic ip ate in the above- agendized p ublic meeting s ho uld be d irected to the District C lerk at (909) 885-4900 at leas t 72 ho urs prior to said meeting. 1 Minutes 05/16/2018 smg Draft pending approval EAST VALLEY WATER DISTRICT May 16, 2018 SPECIAL BOARD MEETING MINUTES The Chairman of the Board called the meeting to order at 5:30 p.m. Mr. Jean Cihigoyenetche led the flag salute. PRESENT: Directors: Carrillo, Coats, Goodrich, Morales, Smith ABSENT: Director: None STAFF: John Mura, General Manager/CEO; Brian Tompkins, Chief Financial Officer; Jeff Noelte, Director of Engineering and Operations; Justine Hendricksen, District Clerk; Shayla Gerber, Administrative Assistant LEGAL COUNSEL: Jean Cihigoyenetche GUEST(s): Members of the public PUBLIC COMMENTS Chairman Carrillo declared the public participation section of the meeting open at 5:31 p.m. There being no written or verbal comments, the public participation section was closed. REVIEW FRAUD PREVENTION AND DETECTION POLICY The Chief Financial Officer reviewed the Fraud Prevention and Detection Policy, and provided a brief summary of each item; he reviewed the purpose of the policy and stated that no changes were made; and stated that he would like to bring the policy back for review on an annual basis along with the Investment Policy. Information only. REVIEW FY 2018-19 REVENUE PROJECTIONS The Chief Financial Officer provided the Board with a FY 2019-19 Revenue Projections presentation: he showed a comparison of FY 2017-18 water and wastewater revenue to the past two fiscal years, anticipated water sales, a chart that compared the projected rate revenue to the last four fiscal years; and presented the FY 2018-19 operating 2 Minutes 05/16/2018 smg budget broken down between water and wastewater funds. He said the biggest challenge is predicting the water sales/production for the future fiscal year. Information only. GENERAL MANAGER/CEO REPORT No report at this time. LEGAL COUNSEL REPORT No report at this time. BOARD OF DIRECTORS’ COMMENTS Director Coats commended the Chief Financial Officer and staff on a job well done with revenue projections and made the following statement: “Help ensure your water future by supporting the Sterling Natural Resource Center”. Chairman Carrillo thanked the Chief Financial Officer for the presentation. ADJOURN The meeting adjourned at 6:24 p.m. ___________________________ Chris Carrillo, Board President __________________________ John Mura, Secretary 1 Minutes 05/21/2018 smg Draft pending approval EAST VALLEY WATER DISTRICT May 21, 2018 SPECIAL BOARD MEETING MINUTES The Chairman of the Board called the meeting to order at 2:30 p.m. PRESENT: Directors: Carrillo, Coats, Goodrich, Morales, Smith ABSENT: None STAFF: John Mura, General Manager/CEO; Justine Hendricksen, District Clerk; Shayla Gerber, Senior Administrative Assistant LEGAL COUNSEL: Jean Cihigoyenetche GUEST(s): Representative from Idea Hall PUBLIC COMMENTS Chairman C arrillo declared the public participation section of the meeting open at 2 :30 p.m. There being no written or verbal comments, the public participation section was closed. Director Morales led the flag salute. BOARD COMMUNICATION TRAINING Idea Hall consultant provided a presentation, “Issues Management Communications Training”, a session in a series of ongoing board communication training. The topics covered in the presentation included: the District’s Issues Management Communication Protocol in the event of a catastrophic-level crisis scenario, the Board’s role within the process, the difference between an issue and a crisis event; natural disaster and personnel matter scenario modeling, and the process of how to get back to business after an event. The General Manager/CEO, Idea Hall consultant, and the Board discussed how the District handled past events; and they discussed potential future emergency events and what steps the District has taken to prepared for them. Information only. GENERAL MANAGER/CEO REPORT No report at this time. 2 Minutes 05/21/2018 smg LEGAL COUNSEL REPORT No report at this time. BOARD OF DIRECTORS’ COMMENTS Director Morales stated that the training was great. Director Goodrich stated that he appreciates the information presented. Director Coats concurred with Director Morales and Director Goodrich. Vice Chairman Smith thanked Idea Hall consultant for the presentation. Chairman Carrillo commented that the training received today helps to prepare the Board with expectations of them during an event. ADJOURN The meeting adjourned at 3:43 p.m. ___________________________ Chris Carrillo, Board President __________________________ John Mura, Secretary 1 Minutes 05/23/2018 smg Draft pending approval EAST VALLEY WATER DISTRICT May 23, 2018 REGULAR BOARD MEETING MINUTES The Chairman of the Board called the meeting to order at 4:30 p.m. PRESENT: Directors: Carrillo, Coats, Goodrich, Morales, Smith ABSENT: None STAFF: John Mura, General Manager/CEO; Brian Tompkins, Chief Financial Officer; Jeff Noelte, Director of Engineering and Operations; Justine Hendricksen, District Clerk; Shayla Gerber, Senior Administrative Assistant LEGAL COUNSEL: Marty Cihigoyenetche GUEST(s): Members of the public PUBLIC COMMENTS Chairman Carrillo declared the public participation section of the meeting open at 4:30 p.m. There being no written or verbal comments, the public participation section was closed. APPROVAL OF AGENDA M/S/C (Coats-Smith) that the May 23, 2018 agenda be approved as submitted. CLOSED SESSION The Board entered into Closed Session at 4:31 p.m. as provided in the Ralph M. Brown Act Government Code Section 54956.9(d)(4) to discuss the item(s) listed on the agenda. THE BOARD RECONVENED THE MEETING AT 5:30 P.M. Vice Chairman Smith led the flag salute. ROLL CALL PRESENT: Directors: Carrillo, Coats, Goodrich, Morales, Smith ABSENT: None 2 Minutes 05/23/2018 smg ANNOUNCEMENT OF CLOSED SESSION ACTIONS With respect to Item #2: No reportable action taken. PRESENTATIONS AND CEREMONIAL ITEMS • INTRODUCTION OF JASON WOLF, ASSOCIATE ENGINEER The General Manager/CEO introduced Jason Wolf, the District’s recently hired employee to the Board. PUBLIC COMMENTS Chairman Carrillo declared the public participation section of the meeting open at 5 :33 p.m. There being no written or verbal comments, the public participation section was closed. APPROVE THE APRIL 14, 2018 REGULAR BOARD MEETING MINUTES M/S/C (Coats-Smith) that the Board approve the April 14, 2018 regular board meeting minutes as submitted. APPROVE THE APRIL 25, 2018 REGULAR BOARD MEETING MINUTES M/S/C (Coats-Smith) that the Board approve the April 25, 2018 regular board meeting minutes as submitted. DIRECTORS’ FEES AND EXPENSES FOR APRIL 2018 M/S/C (Coats-Smith) that the Board approve the Directors’ fees and expenses for April 2018 as submitted. DISBURSEMENTS M/S/C (Coats-Smith) that the General Fund Disbursements #252039 through #252180 which were distributed during the period of April 1, 2018 through April 30, 2018, bank drafts, and ACH Payments in the amount of $1,802,512.68 and $340,446.60 for payroll and benefit contributions, totaling $2,142,959.28 be approved. APPROVE THE FINANCIAL STATEMENTS FOR APRIL 2018 M/S/C (Coats-Smith) that the Board approve the financial statements for April 2018 as submitted. 3 Minutes 05/23/2018 smg REVIEW AND APPROVE UPDATES TO THE COMPENSATION AND FACILTY USE POLICY The Human Resources/Risk Safety Manager reviewed changes to the Compensation Program Policy and the Facility Use Policy; she stated that the alcohol fee was revised for bartenders and security guards based upon the number of attendees and type of event; and stated that changes to the Compensation Program reflects Pay for Performance changes approved by the Board with the Memorandum of Understanding Between the East Valley Water District Employees Salaries, Benefits, and Related Programs 2017 – 2020 document. The General Manager/CEO stated that the policy was reviewed by the Finance & Human Resources Committee. M/S/C (Smith-Coats) that the Board approve the Compensation Program Policy and the Facility Use Policy as submitted. AGREEMENT TO EXCHANGE WASTEWATER FLOWS The Director of Engineering and Operations gave a brief overview of the Settlement Agreement between the District, the City of San Bernardino and the City of San Bernardino Municipal Water Department dated November 21, 2017 pertaining to the exchange of wastewater flows; he stated that draft of the agreement has been developed and only minor, non-substantive changes will be needed to finalize the agreement. He displayed a map for illustrative purposes. The General Manager/CEO stated that the District is working closely with Ms. Kathleen- Rollings-McDonald, Executive Officer of LAFCO, on the agreement and does not expect any major changes; he thanked the Director of Engineering and Operations and staff for their work on the agreement and stated that it will save ratepayers possibly millions of dollars over the next 20 years. M/S/C (Coats-Smith) that the Board authorize the General Manager/CEO to enter into an agreement with the City of San Bernardino and City of San Bernardino Municipal Water Department for the exchange of wastewater flows. AGREEMENT FOR FLEET MAINTENANCE The Operations Manager briefly reviewed duties of the Fleet Maintenance department and stated that staff has been analyzing cost effective methods to maintain fleet equipment; one of the department goals is to reduce fleet down and to implement a consistent preventative maintenance schedule; staff researched contractors to perform after hours and weekend maintenance and only one contractor, Managed Mobile Inc., was located that could meet all the needs of the District. The Operations manager reviewed services Managed Mobile would perform; he stated that they currently serve Southern California Edison and Inland Empire Utilities Agency and staff is confident that they will deliver great service. 4 Minutes 05/23/2018 smg Director Coats asked if the District would enter into a contract with Managed Mobile after one year if the District was satisfied with the service. The Operations Manager responded that if the program is successful, the District would consider entering into an annual contract. M/S/C (Morales-Coats) that the Board authorize the General Manager/CEO to enter into an agreement with Managed Mobile, Inc. in the amount of $90,000 for one year, to perform preventative maintenance on District vehicles and equipment. BOARD OF DIRECTORS’ REPORTS Director Goodrich reported on the following: on May 3 he attended the North Fork Dam Tour; on May 8-10 he attended the Association of California Water Agencies Spring Conference; on May 16 he attended the District’s special board meeting where they discussed revenue projections; on May 17 he attended the Del Rosa Neighborhood Action Group (DR NAG) meeting; on May 18 he attended a tour of the Anaheim wastewater treatment plant; and on May 21 he attended the District’s special board meeting where he received board communication training. Director Morales reported on the following: on May 7-10 he attended the Association of California Water Agencies Spring Conference where he attended breakout sessions; on May 11 he met with the General Manager/CEO for an update on the District; on May 18 he attended a tour of the Anaheim wastewater treatment plant; and on May 22 he attended the San Bernardino Board of Water Commissioners meeting where they discussed gas digesters. Director Coats reported on the following: on May 1 he attended San Bernardino Valley Municipal Water District Board meeting; on May 8-10 he attended the Association of California Water Agencies Spring Conference where he attended breakout sessions; on May 15 he attended San Bernardino Valley Municipal Water District Board meeting where they discussed the demonstration garden at Cal State San Bernardino; on May 18 he attended the DR NAG meeting; and on May 21 he attended the Association San Bernardino County Special Districts Association meeting where they discussed wastewater treatment plants. Vice Chairman Smith reported on the following: on May 1 he assisted with the Jefferson Hunt Elementary School where the EVWD Employee Events Association handed out shoes to children in need; on May 3 he welcomed guests to the North Fork Dam Tour; on May 4 he attended the Legislative & Public Outreach Committee meeting where they discussed new legislation; on May 8-10 he attended the Association of California Water Agencies Spring Conference where he attended breakout sessions; on May 16 he attended the District’s special board meeting where they discussed revenue projections; on May 21 he attended the District’s special board meeting where he received board communication training; and on May 23 he attended the San Bernardino Valley Water Conservation District Board meeting. Chairman Carrillo reported on the following: on May 4 he attended the Legislative & Public Outreach Committee meeting where they discussed new legislation; on May 8-10 5 Minutes 05/23/2018 smg he attended the Association of California Water Agencies Spring Conference where he attended breakout sessions; on May 16 he attended the District’s special board meeting where they discussed revenue projections; on May 17 he attended the Community Heritage Education Foundation meeting and stated that the non-profit organization will be discussed at an upcoming board meeting; and on May 21 he attended the District’s special board meeting where he received board communication training. Information only. GENERAL MANAGER/CEO REPORT The General Manager/CEO reported that on May 18 he provided Directors’ Morales and Goodrich a tour of the Anaheim MBR Plant; that on May 21 the District held a Board Communication Training; and on May 24 he will be meeting with local constituents to discuss community partnership. The General Manager/CEO informed the Board of upcoming meetings and events: • May 24 @ 11:30 a.m. – Top Workplace Award employee luncheon • May 28 - District closed in observance of Memorial Day • May 29 @ 2:30 p.m. – Engineering & Operations Committee meeting • May 31 @ 11:30 a.m. – Retirement celebration for Mr. Gerald Sievers • June 5 @ 6:00 p.m. – Community Advisory Commission meeting • June 12 @ 5:30 p.m. – Special Budget Workshop meeting The General Manager/CEO announced that the District received notice of approval for funding for the Sterling Natural Resource Center project from the State of California late this afternoon; he stated the loan amount is for $126 million, of which $6.7 million is a grant; he stated that the agreement will be reviewed by legal counsel to verify the stipulations in the contract are acceptable to the District. The General Manager/CEO said that this was a team project and congratulated all that played a critical role in the funding: the Board for their courage to take on this monumental project; Mr. Ash Dhingra, Engineering Consultant; Mr. Jeff Noelte, Director of Engineering and Operations; Ms. Kelly Malloy, Director of Strategic Services; and Mr. Brian Tompkins, Chief Financial Officer. Information only. LEGAL COUNSEL REPORT No report at this time. BOARD OF DIRECTORS’ COMMENTS Director Coats made the following statement: “Help ensure your water future by supporting the Sterling Natural Resource Center”. Director Goodrich congratulated the General Manager/CEO and the District on the funding for the Sterling Natural Resource Center 6 Minutes 05/23/2018 smg Director Morales stated that he was pleased with what District employees do for local schools; he announced that James Ramos is the new chairman of the Local Agency Formation Commission San Bernardino(LAFCO); and he commended staff on the funding for the Sterling Natural Resource Center project and stated that this is one of his proudest moments with since he began serving the District. Vice Chairman Smith commended staff on their efforts into the Sterling Natural Resource Center project and welcomed Mr. Jason Wolf to the District. Chairman Carrillo stated that one of his first votes when he began serving on the District’s board was to approve the Sterling Natural Resource Center project; he stated staff did a fantastic job and he is proud to be a part of the District. Information only. ADJOURN The meeting adjourned at 6:15 p.m. ___________________________ Chris Carrillo, Board President __________________________ John Mura, Secretary R ecommended b y: Jo hn Mura G eneral Manager/C EO R espec tfully sub mitted: Jus tine Hendric ksen District C lerk B O AR D AGE N D A S TAF F R E P ORT Agenda Item #2.d . Meeting Date: June 13, 2018 C ons ent Item To: G o verning Board Memb ers F rom: G eneral Manager/C EO Subject: Direc tors ' fees and exp enses fo r May 2018 R E C O MME N D AT IO N: Approve the G o verning Board Memb ers ’ fees and exp ens es for May 2018. B AC KGR O UN D / AN ALYS IS : T he Bo ard has ins tructed staff to lis t all directo r fees and exp ens es as a separate agend a item to s how full fis cal trans p arency. O nly after Board review and approval will the c o mp ens ation and expens es be paid. AG E N C Y G O ALS AN D OB J E C T IVE S : G o al and O bjec tives I I - Maintain a C ommitment to S us tainab ility, Transparenc y, and Ac c o untability a) P rac tice Trans parent and Ac countab le F is cal Management R E VIE W B Y O T HE R S : T his agenda items has been reviewed by the Ad minis tratio n d ep artment. F IS C AL IMPAC T T he fis c al impac t as soc iated with this agenda item is $8,934.86 whic h is includ ed in the c urrent fis c al b udget. ATTACH M E N TS: Description Type Directors' Expense Reports M ay 2 018 Backup Material B O AR D AGE N D A S TAF F R E P ORT Agenda Item #3. Meeting Date: June 13, 2018 Dis c ussion Item To: G o verning Board Memb ers F rom: G eneral Manager/C EO Subject: C ons id er Adoptio n of R es o lution 2018.11 - Autho rizing S taff to file Articles of Incorporation with the S ec retary of S tate fo r the C reatio n o f a Non-P ro fit F oundatio n for C o mmunity Enhancement Efforts R E C O MME N D AT IO N: S taff rec ommend s that the Bo ard ad o p t R esolution 2018.11 autho rizing s taff to file the attached Artic les o f Inc o rp o ratio n with the C alifo rnia S ec retary o f S tate. B AC KGR O UN D / AN ALYS IS : O ne o f the 2018-19 go als es tablis hed by the Bo ard fo r the G eneral Manager/C EO is to ‘R es earch the R eq uirements and P ro c ed ures o f C reating a Non-P ro fit F oundation for C ommunity Enhanc ement Effo rts ’. Acc o rd ingly, over the p as t s ix months , the C EO , C hairman C arrillo, and o ther memb ers o f s taff have b een meeting with a group o f c o mmunity-mind ed citizens to disc uss the d evelopment of s uc h a fo und ation. In the meetings desc rib ed above, the group identified and d etermined the need to preserve and p ro tect lo c al histo ry, b uild p artners hip s with civic o rganizatio ns, c reate educ ational demons tration gard ens and dis plays, and p ro vide a multi-func tional events center availab le to the c o mmunity. It is now time for the group to evo lve into a mo re fo rmal organization with the legal autho rity to file for tax- exempt s tatus , cond uc t fundrais ing ac tivities , and enter into c o ntracts . T his evo lutio n begins with the es tablis hment o f a name fo r the organization and filing of Artic les of Inc o rp oratio n. T he name p ro p o s ed fo r the o rganizatio n is the C ommunity Heritage and Educ ation F ound ation (C HE F ), and draft Articles o f Incorporatio n fo r C HEF are attac hed. S taff rec o mmend s that the Bo ard ad opt R es o lutio n 2018.11 authorizing s taff to file the attached Artic les of Incorporation with the C alifornia S ecretary of S tate. AG E N C Y G O ALS AN D OB J E C T IVE S : G oal and O b jectives I - Implement Effec tive S o lutio ns T hrough Visionary Leadership c ) S trengthen R egio nal, S tate and National P artners hips R ecommended b y: Jo hn Mura G eneral Manager/C EO G o al and O bjec tives I I - Maintain a C ommitment to S us tainab ility, Transparenc y, and Ac c o untability d ) P rovide Q uality I nfo rmation to Enc o urage C o mmunity Engagement G o al and O bjec tives I I I - Deliver P ublic S ervic e with P urpose W hile Emb rac ing C ontinuo us G rowth d ) Embrace an Environment of Active Learning and Knowled ge S haring R E VIE W B Y O T HE R S : T his agenda item has been reviewed by the Administration, F inance, and P ub lic Affairs Departments , and the C ommunity Ad vis ory C o mmis s ion. ATTACH M E N TS: Description Type Resolution 2018.11 Resolutio n Letter C HE F Articles o f Inc orporation Backup Material East Valley Water District Resolution 2018.11 Page 1 of 2 RESOLUTION 2018.11 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE EAST VALLEY WATER DISTRICT APPROVING THE FILING OF INCORPORATION DOCUMENTS FOR CULTURAL HERITAGE AND EDUCATION FOUNDATION WHEREAS, East Valley Water District (“District”) is a county water district organized and operating pursuant to California Water Code Section 30000 et seq.; and WHEREAS, the District and surrounding community wish to preserve the social and agricultural history of the San Bernardino area including farming, irrigation, and water use practices of prior generations of area residents; and WHEREAS, the District and the surrounding community desire to educate the future generations regarding the San Bernardino area’s social and agricultural history; WHEREAS, the District wishes to partner with the surrounding community to celebrate and instill civic pride in the community; and WHEREAS, the District and community intend for the funds and property used to establish this partnership to be used only for charitable purposes, WHEREAS, the District wishes to establish a non-profit corporation called the Community Heritage and Education Foundation, Inc. in order to accomplish these goals. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the East Valley Water District as follows: Section 1. The Board authorizes and approves the execution of all necessary incorporation and establishing documents for the Community Heritage and Education Foundation, Inc. Section 2. Employees and/or agents of the District are authorized to file with the California Secretary of State all necessary documentation for the establishment and incorporation of the Community Heritage and Education Foundation, Inc. ADOPTED this 13th day of June 2018. [Signatures on the Following Page] East Valley Water District Resolution 2018.11 Page 2 of 2 ROLL CALL: Ayes: Noes: Absent: Abstain: Chris Carrillo Board President June 13, 2018 I HEREBY CERTIFY that the foregoing is a full, true and correct copy of Resolution 2018.11 adopted by the Board of Directors of East Valley Water District at its Regular Meeting held June 13, 2018. ATTEST: _____________________________ John Mura Board Secretary ARTICLES OF INCORPORATION OF THE COMMUNITY HERITAGE AND EDUCATION FOUNDATION A CALIFORNIA PUBLIC BENEFIT CORPORATION ARTICLE I: The name of this corporation is Community Heritage and Education Foundation, Inc. ARTICLE II: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. The specific and primary purposes for which this corporation is organized are: A. To preserve, and educate the public about the social and agricultural history of the San Bernardino area including farming, irrigation and water use practices of prior generations of area residents. B. To create an organization through which East Valley Water District in partnership with the community can celebrate and instill in future generations the rich history of the region and civic pride in the community. ARTICLE III: The name and address in the State of California of this corporation’s initial agent for service of process is John Mura, 31111 Greenspot Road, Highland, CA 92346. ARTICLE IV: The initial street address of this corporation shall be 31111 Greenspot Road, Highland, CA 92346. ARTICLE IV: A. This corporation is organized and operated exclusively for education purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. B. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. C. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office. ARTICLE V: This Corporation shall have no members. ARTICLE VI: The names and addresses of the persons appointed to act as the initial Directors of this corporation are: A. Chris Carrillo, 31111 Greenspot Road, Highland, CA 92346. B. David E. Smith, 31111 Greenspot Road, Highland, CA 92346. C. Ronald L. Coats, 31111 Greenspot Road, Highland, CA 92346. D. James Morales Jr., 31111 Greenspot Road, Highland, CA 92346. E. Phillip R. Goodrich, 31111 Greenspot Road, Highland, CA 92346. ARTICLE VII: A. The property of this Corporation is irrevocably dedicated to educational purposes. No part of the net income or assets of this Corporation shall ever inure to the benefit of any of its directors or officers, or to the benefit of any private person, except that this Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II above. B. On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be the property of East Valley Water District, a County Water District, or shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable or educational purposes and which as established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. [Signatures on the Following Page] Executed By: ________________________________________ Date: _____________ Chris Carrillo, Director ________________________________________ Date: _____________ David E. Smith, Director ________________________________________ Date: _____________ Ronald L. Coats, Director ________________________________________ Date: _____________ James Morales Jr., Director ________________________________________ Date: ____________ Phillip R. Goodrich, Director Acknowledgement: We, the above-mentioned initial directors of this corporation, hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed. ________________________________________ Date: _____________ Chris Carrillo, Director ________________________________________ Date: _____________ David E. Smith, Director ________________________________________ Date: _____________ Ronald L. Coats, Director ________________________________________ Date: _____________ James Morales Jr., Director ________________________________________ Date: ____________ Phillip R. Goodrich, Director B O AR D AGE N D A S TAF F R E P ORT Agenda Item #4. Meeting Date: June 13, 2018 Dis c ussion Item To: G o verning Board Memb ers F rom: G eneral Manager/C EO Subject: Autho rize the G eneral Manager/C E O to s ign and file C alifo rnia S tate Water R es o urc es C o ntro l Bo ard F inancing Agreement fo r the S terling Natural R es o urc e C enter P rojec t R E C O MME N D AT IO N: S taff ’s rec o mmend s the Bo ard authorize the G eneral Manager/C EO to s ign and file S tate Water R es o urc es C ontrol Bo ard F inancing Agreement Number D17-01042. B AC KGR O UN D / AN ALYS IS : In early 2016 a financial assis tance ap p lic ation was s ub mitted to the S tate Water R es o urc es C o ntro l Board (S W R C B) for cons ideratio n to finance the design and cons truc tion o f the S terling Natural R es o urc e C enter (S NR C ). T he S NR C will b e a state-of-the-art was tewater treatment fac ility that will pro vide a s ustainab le new water s up ply to boos t the regio n’s water indep endenc e. T he Board adopted R es olution No . 2016.08 authorizing the G eneral Manager to s ign and file the applic ation o n b ehalf of the Dis trict. T he adoptio n of this res o lution was a nec es sary firs t s tep in the ap p licatio n proc ess with the S W R C B. O n May 23, 2018 the District rec eived Agreement No. D17-01042 from the S W R C B whic h inc ludes a lo an amo unt o f $119,257,875 and an antic ip ated grant amo unt o f $6,742,125 for a grand to tal o f $126,000,000. T he agreement mus t b e s igned and returned to the S W R C B no later than thirty d ays from May 23, 2018. T he initial applic ation filed in 2016 has come full c ircle to the app ro val and signature s tep in the p ro c es s with the S tate. As the Board already knows , this s tep in the process d id no t c ome witho ut c hallenges and opp o rtunities . S taff has dedic ated a s ignific ant amount o f time througho ut the applic atio n proc ess and have either met or exc eed ed the nec es s ary requirements to rec eive this financ ing agreement, if the recommendatio n presented to the Board is ap p ro ved the S terling Natural R es ource C enter will b e one s tep clos er to fruition. R ecommended b y: Jo hn Mura G eneral Manager/C EO R espec tfully sub mitted: Brian Tomp kins C hief F inancial O ffic er AG E N C Y G O ALS AN D OB J E C T IVE S : G o al and O bjec tives I I - Maintain a C ommitment to S us tainab ility, Transparenc y, and Ac c o untability a) P rac tice Trans parent and Ac countab le F is cal Management c) P urs ue Alternative F unding S ources R E VIE W B Y O T HE R S : T his agenda item has been reviewed by the Ad minis tratio n and F inanc e Departments . F IS C AL IMPAC T If the Dis tric t was to financ e the $126 millio n S NR C projec t b y iss uing bond s , the related interest rates would have b een at leas t d oub le (3.6%) and wo uld no t have includ ed a grant compo nent. By s ecuring pro ject financ ing from the S W R C B, the Bo ard of Directo rs and s taff will s ave Dis tric t ratepayers ap p ro ximately $45 million over the 30 year rep ayment term of the s tate loan. ATTACH M E N TS: Description Type Funding Agreement Backup Material California C W SR F P ayment Sche dule Backup Material California Water Recycling P ro grams P ayment Schedule Backup Material PROPOSITION 1, WATER RECYCLING EAST VALLEY WATER DISTRICT AND CALIFORNIA STATE WATER RESOURCES CONTROL BOARD CONSTRUCTION INSTALLMENT SALE AGREEMENT AND GRANT STERLING NATURAL RESOURCE CENTER PROJECT NO. C-06-8106-110 AGREEMENT NO. D17-01042 AMOUNT: $126,000,000 ELIGIBLE START DATE: APRIL 16, 2018 COMPLETION OF CONSTRUCTION DATE: SEPTEMBER 30, 2020 FINAL DISBURSEMENT REQUEST DATE: MARCH 31, 2021 FINAL REPAYMENT DATE: SEPTEMBER 30, 2050 RECORDS RETENTION END DATE: SEPTEMBER 30, 2056 THIS PAGE INTENTIONALLY LEFT BLANK East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 i TABLE OF CONTENTS ARTICLE I DEFINITIONS ......................................................................................................................... 1 1.1 Definitions. .......................................................................................................................................... 1 1.2 Exhibits and Appendices Incorporated............................................................................................... 7 ARTICLE II REPRESENTATIONS, WARRANTIES, AND COMMITMENTS ........................................... 7 2.1 General Recipient Commitments. ...................................................................................................... 7 2.2 Authorization and Validity. .................................................................................................................. 7 2.3 No Violations. ..................................................................................................................................... 7 2.4 No Litigation. ...................................................................................................................................... 8 2.5 Solvency and Insurance. .................................................................................................................... 8 2.6 Legal Status and Eligibility. ................................................................................................................ 8 2.7 Financial Statements and Continuing Disclosure. ............................................................................. 8 2.8 Completion of Project. ........................................................................................................................ 8 2.9 Award of Construction Contracts. ...................................................................................................... 8 2.10 Notice. ................................................................................................................................................ 8 2.11 Findings and Challenge ................................................................................................................... 10 2.12 Project Access. ................................................................................................................................ 10 2.13 Project Completion; Initiation of Operations. ................................................................................... 10 2.14 Continuous Use of Project; Lease, Sale, Transfer of Ownership, or Disposal of Project. .............. 10 2.15 Project Reports. ............................................................................................................................... 11 2.16 Federal Disadvantaged Business Enterprise (DBE) Reporting. ...................................................... 12 2.17 Records............................................................................................................................................ 12 2.18 Audit. ................................................................................................................................................ 13 ARTICLE III FINANCING PROVISIONS ................................................................................................. 13 3.1 Purchase and Sale of Project. .......................................................................................................... 13 3.2 Amounts Payable by the Recipient. ................................................................................................. 13 3.3 Obligation Absolute. ......................................................................................................................... 15 East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 ii 3.4 No Obligation of the State. ............................................................................................................... 15 3.5 Disbursement of Project Funds; Availability of Funds. ..................................................................... 15 3.6 Withholding of Disbursements and Material Violations. ................................................................... 16 3.7 Pledge; Rates, Fees and Charges; Additional Debt. ....................................................................... 17 3.8 Financial Management System and Standards. .............................................................................. 18 3.9 Accounting and Auditing Standards. ................................................................................................ 18 3.10 Other Assistance. ......................................................................................................................... 18 ARTICLE IV MISCELLANEOUS PROVISIONS ..................................................................................... 19 4.1 Amendment. ..................................................................................................................................... 19 4.2 Assignability. .................................................................................................................................... 19 4.3 Bonding. ........................................................................................................................................... 19 4.4 Competitive Bidding ......................................................................................................................... 19 4.5 Compliance with Law, Regulations, etc. .......................................................................................... 19 4.6 Conflict of Interest. ........................................................................................................................... 19 4.7 Damages for Breach Affecting Tax-Exempt Status or Federal Compliance .................................... 20 4.8 Disputes. .......................................................................................................................................... 20 4.9 Governing Law. ................................................................................................................................ 20 4.10 Income Restrictions. ........................................................................................................................ 20 4.11 Indemnification and State Reviews. ................................................................................................ 20 4.12 Independent Actor. .......................................................................................................................... 21 4.13 Leveraging Covenants. .................................................................................................................... 21 4.14 Non-Discrimination Clause. ............................................................................................................. 22 4.15 No Third Party Rights. ..................................................................................................................... 22 4.16 Operation and Maintenance; Insurance. ......................................................................................... 22 4.17 Permits, Subcontracting, and Remedies. ........................................................................................ 23 4.18 Prevailing Wages. ............................................................................................................................ 23 4.19 Public Funding. ................................................................................................................................ 24 4.20 Recipient’s Responsibility for Work. ................................................................................................ 24 East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 iii 4.21 Related Litigation. ............................................................................................................................ 24 4.22 Rights in Data. ................................................................................................................................. 24 4.23 State Water Board Action; Costs and Attorney Fees. ..................................................................... 24 4.24 Termination; Immediate Acceleration; Interest. ............................................................................... 24 4.25 Timeliness. ....................................................................................................................................... 25 4.26 Unenforceable Provision. ................................................................................................................. 25 4.27 Useful Life. ....................................................................................................................................... 25 4.28 Venue. .............................................................................................................................................. 25 4.29 Waiver and Rights of the State Water Board................................................................................... 25 ARTICLE V TAX COVENANTS .............................................................................................................. 26 5.1 Purpose. ........................................................................................................................................... 26 5.2 Tax Covenant. .................................................................................................................................. 26 5.3 Governmental Unit. .......................................................................................................................... 26 5.4 Financing of a Capital Project. ......................................................................................................... 26 5.5 Ownership and Operation of Project. ............................................................................................... 26 5.6 Temporary Period. ............................................................................................................................ 26 5.7 Working Capital. ............................................................................................................................... 27 5.8 Expenditure of Proceeds. ................................................................................................................. 27 5.9 Private Use and Private Payments. ................................................................................................. 27 5.10 No Sale, Lease or Private Operation of the Project. ....................................................................... 27 5.11 No Disproportionate or Unrelated Use. ........................................................................................... 28 5.12 Management and Service Contracts. .............................................................................................. 28 5.13 No Disposition of Financed Property. .............................................................................................. 28 5.14 Useful Life of Project. ....................................................................................................................... 28 5.15 Installment Payments. ..................................................................................................................... 28 5.16 No Other Replacement Proceeds. ................................................................................................... 29 5.17 No Sinking or Pledged Fund. ........................................................................................................... 29 5.18 Reserve Amount. ............................................................................................................................. 29 East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 iv 5.19 Reimbursement Resolution. .............................................................................................................. 29 5.20 Reimbursement Expenditures. .......................................................................................................... 29 5.21 Change in Use of the Project. ........................................................................................................... 30 5.22 Rebate Obligations. ........................................................................................................................... 30 5.23 No Federal Guarantee. ...................................................................................................................... 30 5.24 No Notices or Inquiries from IRS. ...................................................................................................... 30 5.25 Amendments. .................................................................................................................................... 30 5.26 Reasonable Expectations. ................................................................................................................. 30 EXHIBIT A - SCOPE OF WORK & INCORPORATED DOCUMENTS EXHIBIT A - FBA –FINAL BUDGET APPROVAL EXHIBIT B - FUNDING AMOUNT EXHIBIT C - PAYMENT SCHEDULE EXHIBIT D - SPECIAL CONDITIONS EXHIBIT E - PROGRAMMATIC CONDITIONS & CROSS-CUTTERS EXHIBIT F - SCHEDULE OF SYSTEM OBLIGATIONS EXHIBIT G - DAVIS-BACON REQUIREMENTS EXHIBIT H - COMPLIANCE WITH CROSS-CUTTING STATE AUTHORITIES East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 1 2017 cx28vi17 WHEREAS, 1. The State Water Board is authorized to provide financial assistance under this Agreement pursuant to the following: • Chapter 6.5 of Division 7 of the California Water Code (State Act) • Title VI of the federal Water Pollution Control Act (Federal Act) • Chapter 6.5 of Division 7 of the California Water Code (State Act) • Section 79765 - 79768 of the Water Code (Prop 1) 2. The State Water Board determines eligibility for financial assistance, determines a reasonable schedule for providing financial assistance, establishes compliance with the Federal Act, State Act, and Prop 1, and establishes the terms and conditions of a financial assistance agreement. 3. The Recipient has applied to the State Water Board for financial assistance for the Project described in Exhibit A of this Agreement and the State Water Board has selected the application for financial assistance. 4. The State Water Board proposes to assist in providing financial assistance for eligible costs of the Project, and the Recipient desires to participate as a recipient of financial assistance from the State Water Board and evidence its obligation to pay Installment Payments, which obligation will be secured by Net Revenues, as defined herein, upon the terms and conditions set forth in this Agreement, all pursuant to the Federal Act, the State Act and Prop 1. NOW, THEREFORE, in consideration of the premises and of the mutual representations, covenants and agreements herein set forth, the State Water Board and the Recipient, each binding itself, its successors and assigns, do mutually promise, covenant, and agree as follows: Subject to the satisfaction of any conditions precedent to this Agreement, this Agreement shall become effective upon the signature of both the Recipient and the State Water Board. Upon execution, the term of the Agreement shall begin on the Eligible Start Date and extend through the Final Repayment Date. ARTICLE I DEFINITIONS 1.1 Definitions. Unless otherwise specified, each capitalized term used in this Agreement has the following meaning: "Additional Payments" means the Additional Payments described in Section 3.2(c) of this Agreement. "Agreement" means this Installment Sale Agreement and Grant, including all exhibits and attachments. "Allowance" means an amount based on a percentage of the accepted bid for an eligible project to help defray the planning, design, and construction engineering and administration costs of the Project. "Authorized Representative" means the duly appointed representative of the Recipient as set forth in the certified original of the Recipient’s authorizing resolution that designates the authorized representative by title. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 2 2017 cx28vi17 "Bank" means the California Infrastructure and Economic Development Bank. “Bond Funded Portion of the Project Funds” means any portion of the Project Funds which was or will be funded with Bond Proceeds. “Bond Proceeds” means original proceeds, investment proceeds, and replacement proceeds of Bonds. "Bonds" means any series of bonds issued by the Bank, the interest on which is excluded from gross income for federal tax purposes, all or a portion of the proceeds of which have been, are, or will be applied by the State Water Board to fund all or any portion of the Project Costs or that are secured in whole or in part by Installment Payments paid hereunder. "Code" as used in Article V of this Agreement means the Internal Revenue Code of 1986, as amended, and any successor provisions and the regulations of the U.S. Department of the Treasury promulgated thereunder. "Completion of Construction" means the date, as determined by the Division after consultation with the Recipient, that the work of building and erection of the Project is substantially complete, and is identified in Exhibit A of this Agreement. “CWSRF” means the Clean Water State Revolving Fund. “Days” means calendar days unless otherwise expressly indicated. “Debt Service” means, for any period of calculation, the sum of: a) the interest accruing during such period on all outstanding System Obligations that are payable from the Revenues on a parity with the Obligation, assuming that all outstanding serial System Obligations that are payable from the Revenues on a parity with the Obligation are retired as scheduled and that all outstanding term System Obligations that are payable from the Revenues on a parity with the Obligation are prepaid or paid from sinking fund payments as scheduled (except to the extent that such interest is capitalized or is reasonably anticipated to be reimbursed to the Recipient by the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program); b) those portions of the principal amount of all outstanding serial System Obligations that are payable from the Revenues on a parity with the Obligation maturing in such period; and c) those portions of the principal amount of all outstanding term System Obligations that are payable from the Revenues on a parity with the Obligation required to be prepaid or paid in such period; but less the earnings to be derived from the investment of moneys on deposit in debt service reserve funds established for System Obligations that are payable from the Revenues on a parity with the Obligation; provided that, as to any such System Obligations that are payable from the Revenues on a parity with the Obligation bearing or comprising interest at other than a fixed rate, the rate of interest used to calculate Debt Service shall, for all purposes, be assumed to bear interest at a fixed rate equal to the higher of: (i) the then current variable interest rate borne by such System Obligations that are payable from the Revenues on a parity with the Obligation plus 1%; and (ii) the highest variable rate borne over the preceding twenty-four (24) months by outstanding variable rate debt issued by the Recipient or, if no such variable rate debt is at the time outstanding, by variable rate East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 3 2017 cx28vi17 debt of which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the debt then proposed to be issued; provided further that if any series or issue of such System Obligations that are payable from the Revenues on a parity with the Obligation have twenty-five percent (25%) or more of the aggregate principal amount of such series or issue due in any one year, Debt Service shall be determined for the period of determination as if the principal of and interest on such series or issue of such System Obligations that are payable from the Revenues on a parity with the Obligation were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of the lesser of twenty-five (25) years or the useful life of the financial asset from the date of calculation; and provided further that, as to any such System Obligations that are payable from the Revenues on a parity with the Obligation or portions thereof bearing no interest but which are sold at a discount and which discount accretes with respect to such System Obligations that are payable from the Revenues on a parity with the Obligation or portions thereof, such accreted discount shall be treated as interest in the calculation of Debt Service; and provided further that, interest on a variable rate System Obligation that is subject to a swap agreement is the fixed swap rate or cap strike rate, as appropriate, if the variable rate has been swapped to a fixed rate or capped pursuant to an interest rate cap agreement or similar agreement; and provided further that the amount on deposit in a debt service reserve fund on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the System Obligations that are payable from the Revenues on a parity with the Obligation for which such debt service reserve fund was established and to the extent the amount in such debt service reserve fund is in excess of such amount of principal, such excess shall be applied to the full amount of principal due, in each preceding year, in descending order, until such amount is exhausted. “Deputy Director” means the Deputy Director of the Division. "Division" means the Division of Financial Assistance of the State Water Board or any other segment of the State Water Board authorized to administer this Agreement. “Eligible Start Date” means the date set forth in Exhibit B, establishing the date on or after which construction costs may be incurred and eligible for reimbursement hereunder. “Enterprise Fund” means the enterprise fund of the Recipient in which Revenues are deposited. a) “Event of Default” means the occurrence of any of the following events: Failure by the Recipient to pay Installment Payments when due, or failure to make any other payment required to be paid pursuant to this Agreement; b) A representation or warranty made by or on behalf of the Recipient in this Agreement or in any document furnished by or on behalf of the Recipient to the State Water Board pursuant to this Agreement shall prove to have been inaccurate, misleading or incomplete in any material respect; c) A material adverse change in the condition of the Recipient, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement. d) Failure by the Recipient to comply with the additional debt test or reserve fund requirement, if any, in Section 3.7 or Exhibit D of this Agreement; e) Failure to operate the System or the Project without the Division’s approval; East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 4 2017 cx28vi17 f) Failure by the Recipient to observe and perform any covenant, condition, or provision in this Agreement, which failure shall continue for a period of time, to be determined by the Division; g) The occurrence of a material breach or event of default under any System Obligation that results in the acceleration of principal or interest or otherwise requires immediate prepayment, repurchase or redemption; h) Initiation of proceedings seeking arrangement, reorganization, or any other relief under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect; or the appointment of or taking possession of the Recipient’s property by a receiver, liquidator, assignee, trustee, custodian, conservator, or similar official; or the Recipient’s entering into a general assignment for the benefit of creditors; or any action in furtherance of any of the foregoing; i) Initiation of resolutions or proceedings to terminate the Recipient’s existence; and j) A determination pursuant to Gov. Code § 11137 that the Recipient has violated any provision in Article 9.5 of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code. “Final Disbursement Request Date” means the date established in Exhibit A, after which date, no further Project Funds disbursements may be requested. “Final Repayment Date” is the date by which all principal and accrued interest due under this Agreement is to be paid in full to the State Water Board and is specified in Exhibit B and Exhibit C. Fiscal Agent” means a bank, which includes savings banks, savings and loan associations, credit unions and trust companies, or any other financial institution or entity approved by the State Water Board responsible for funds deposited for the payment of all amounts due to the State Water Board under the terms of this Agreement. "Fiscal Year" means the period of twelve (12) months terminating on June 30 of any year, or any other annual period selected and designated by the Recipient as its Fiscal Year in accordance with applicable law. "Force Account" means the use of the Recipient's own employees or equipment. “GAAP” means generally accepted accounting principles, the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor. “Indirect Costs” means those costs that are incurred for a common or joint purpose benefiting more than one cost objective and are not readily assignable to the Project (i.e., costs that are not directly related to the Project). Examples of Indirect Costs include, but are not limited to: central service costs; general administration of the Recipient; non-project-specific accounting and personnel services performed within the Recipient organization; depreciation or use allowances on buildings and equipment; the costs of operating and maintaining non-project-specific facilities; tuition and conference fees; generic overhead or markup; and taxes. "Initiation of Construction" means the date that notice to proceed with work is issued for the Project, or, if notice to proceed is not required, the date of commencement of building and erection of the Project. "Installment Payments" means Installment Payments due and payable by the Recipient to the State Water Board under this Agreement, the amounts of which are set forth as Exhibit C hereto. “Listed Event” means, so long as the Recipient has outstanding any System Obligation subject to Rule 15c2-12, any of the events required to be reported pursuant to Rule 15c2-12(b)(5). East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 5 2017 cx28vi17 “Match Funds” means funds provided by the Recipient towards the Project Costs. “Maximum Annual Debt Service” means the maximum amount of Debt Service due on System Obligations in any Fiscal Year during the period commencing with the Fiscal Year for which such calculation is made and terminating with the last Fiscal Year in which Debt Service for any System Obligations will become due. "Net Revenues" means, for any Fiscal Year, all Revenues received by the Recipient less the Operations and Maintenance Costs for such Fiscal Year. "Obligation" means the obligation of the Recipient to make Installment Payments and Additional Payments as provided herein, as evidenced by the execution of this Agreement, proceeds of such obligations being used to fund the Project as specified in the Project Description in Exhibit A and Exhibit A- FBA and in the documents thereby incorporated by reference. "Operations and Maintenance Costs" means: (a) the costs spent or incurred for maintenance and operation of the System calculated in accordance with GAAP, including (among other things) the reasonable expenses of management and repair and other expenses necessary to maintain and preserve the System in good repair and working order, and including administrative costs of the Recipient that are charged directly or apportioned to the System, including but not limited to salaries and wages of employees, payments to the Public Employees Retirement System, overhead, insurance, taxes (if any), fees of auditors, accountants, attorneys, consultants or engineers and insurance premiums, and including all other reasonable and necessary costs of the Recipient or charges (other than Debt Service) required to be paid by it to comply with the terms of System Obligations that are payable from the Revenues on a parity with the Obligation or of any resolution or indenture authorizing the issuance of any System Obligations that are payable from the Revenues on a parity with the Obligation; and (2) all costs of water purchased or otherwise acquired for delivery by the System (including any interim or renewed arrangement therefor), and all costs of wastewater treatment but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles or other bookkeeping entries of a similar nature. “Other Material Obligation” means an obligation of the Recipient set forth in Exhibit F that is not payable from Net Revenues, but is otherwise material to this transaction. "Policy" means the State Water Board's “Policy for Implementing the Clean Water State Revolving Fund,” as amended from time to time, and the WRFP Guidelines, and including the Intended Use Plan in effect as of the Eligible Start Date. “Project” means the Project financed by this Agreement as described in Exhibit A, Exhibit A-FBA, and in the documents incorporated by reference herein. "Project Completion" means the date, as determined by the Division after consultation with the Recipient, that operation of the Project is initiated or is capable of being initiated, whichever comes first. "Project Costs" means the incurred costs of the Recipient which are eligible for financial assistance under this Agreement, which are allowable costs as defined under the Policy, and which are reasonable, necessary and allocable by the Recipient to the Project under GAAP, plus capitalized interest. “Project Funds” means all moneys disbursed to the Recipient by the State Water Board pursuant to this Agreement. “Recipient” means East Valley Water District. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 6 2017 cx28vi17 “Records Retention End Date” means the last date that the Recipient is obligated to maintain records pursuant to Section 2.17 of this Agreement. “Regional Water Quality Control Board” or “Regional Water Board” means the appropriate Regional Water Quality Control Board. “Reimbursement Resolution” means the Recipient’s reimbursement resolution identified in Exhibit A of this Agreement. “Reserve Fund” means the reserve fund required pursuant to Section 3.7 of this Agreement. "Revenues" means: (a) all income, rents, rates, fees, charges and other moneys derived from the ownership or operation of the Recipient’s wastewater System, including, without limiting the generality of the foregoing: (i) all income, rents, rates, fees, charges, business interruption insurance proceeds or other moneys derived by the Recipient from the furnishing of wastewater treatment, provision of other services, facilities, and commodities sold, furnished or supplied through the facilities of or in the conduct or operation of the business of the wastewater System; plus (ii) the facility capacity charges or similar charges related to the wastewater System; plus (iii) the earnings on and income derived from the investment of the amounts described in clauses (i) and (ii) hereof; but excluding in all cases customer deposits or any other deposits or advances subject to refund until such deposits or advances have become the property of the Recipient, and excluding any proceeds of taxes or benefit assessments restricted by law to be used by the Recipient to pay obligations of the Recipient other than System Obligations that are payable from the Revenues on a parity with the Obligation; and (b) all income, rents, rates, fees, charges and other moneys derived from the ownership or operation of the water System, including, without limiting the generality of the foregoing: (i) all income, rents, rates, fees, charges, business interruption insurance proceeds or other moneys derived by the Recipient from the sale, furnishing and supplying of water, recycled water or other services, facilities, and commodities sold, furnished or supplied through the facilities of or in the conduct or operation of the business of the water System; plus (ii) the proceeds of any stand-by or water availability charges; plus (iii) the facility capacity charges or similar charges related to the water System; plus (iv) the earnings on and income derived from the investment of the amounts described in clauses (i), (ii) and (iii) hereof; but excluding in all cases customer deposits or any other deposits or advances subject to refund until such deposits or advances have become the property of the Recipient, and excluding any proceeds of taxes or benefit assessments restricted by law to be used by the Recipient to pay obligations of the Recipient other than System Obligations that are payable from the Revenues on a parity with the Obligation, including obligations related to Eastwood Farms Assessment District and the Arroyo Verde Assessment Loan. “Rule 15c2-12(b)(5)” means Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. “SRF” means the Clean Water State Revolving Fund. “State” means State of California. “State Water Board” means the State Water Resources Control Board. "System" means: East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 7 2017 cx28vi17 (a) the whole and each and every part of the wastewater treatment system of the Recipient, including the portion thereof existing on the date hereof, and including all additions, betterments, extensions and improvements to such wastewater treatment system or any part thereof hereafter acquired or constructed; and (b) the whole and each and every part of the water system of the Recipient, including any recycled water system, and including all additions, betterments, extensions and improvements to such water system, any recycled water system or any part thereof hereafter acquired or constructed. “System Obligation” means any obligation of the Recipient payable from the Revenues, including but not limited to this Obligation and obligations reflected in Exhibit F and such additional obligations as may hereafter be issued in accordance with the provisions of such obligations and this Agreement. “WRFP Guidelines” means the Water Recycling Funding Program Guidelines, as amended by the State Water Board on June 16, 2015. “Year” means calendar year unless otherwise expressly indicated. 1.2 Exhibits and Appendices Incorporated. All exhibits and appendices to this Agreement, including any amendments and supplements hereto, are hereby incorporated herein and made a part of this Agreement. ARTICLE II REPRESENTATIONS, WARRANTIES, AND COMMITMENTS The Recipient represents, warrants, and commits to the following as of the Eligible Start Date set forth on the first page hereof and continuing thereafter for the term of this Agreement. 2.1 Application and General Recipient Commitments. The Recipient has not made any untrue statement of a material fact in its application for this financial assistance, or omitted to state in its application a material fact that makes the statements in its application not misleading. The Recipient shall comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents, and shall fulfill all assurances, declarations, representations, and commitments in its application, accompanying documents, and communications filed in support of its request for financial assistance. 2.2 Authorization and Validity. The execution and delivery of this Agreement, including all incorporated documents, has been duly authorized by the Recipient. Upon execution by both parties, this Agreement constitutes a valid and binding obligation of the Recipient, enforceable in accordance with its terms, except as such enforcement may be limited by law. 2.3 No Violations. The execution, delivery, and performance by Recipient of this Agreement, including all incorporated documents, do not violate any provision of any law or regulation in effect as of the date set forth on the first page hereof, or result in any breach or default under any contract, obligation, indenture, or other instrument to which Recipient is a party or by which Recipient is bound as of the date set forth on the first page hereof. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 8 2017 cx28vi17 2.4 No Litigation. There are no pending or, to Recipient’s knowledge, threatened actions, claims, investigations, suits, or proceedings before any governmental authority, court, or administrative agency which materially affect the financial condition or operations of the Recipient, the System, the Revenues, and/or the Project. 2.5 Solvency and Insurance. None of the transactions contemplated by this Agreement will be or have been made with an actual intent to hinder, delay, or defraud any present or future creditors of Recipient. As of the date set forth on the first page hereof, Recipient is solvent and will not be rendered insolvent by the transactions contemplated by this Agreement. Recipient is able to pay its debts as they become due. Recipient maintains sufficient insurance coverage considering the scope of this Agreement, including, for example but not necessarily limited to, general liability, automobile liability, workers compensation and employers liability, professional liability. 2.6 Legal Status and Eligibility. Recipient is duly organized and existing and in good standing under the laws of the State of California. Recipient shall at all times maintain its current legal existence and preserve and keep in full force and effect its legal rights and authority. Recipient shall maintain its eligibility for funding under this Agreement. 2.7 Financial Statements and Continuing Disclosure. The financial statements of Recipient previously delivered to the State Water Board as of the date(s) set forth in such financial statements: (a) are materially complete and correct; (b) present fairly the financial condition of the Recipient; and (c) have been prepared in accordance with GAAP. Since the date(s) of such financial statements, there has been no material adverse change in the financial condition of the Recipient, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, except as previously disclosed in writing by Recipient and approved in writing by the State Water Board. The Recipient is current in its continuing disclosure obligations associated with its material debt. 2.8 Completion of Project. The Recipient shall expeditiously proceed with and complete construction of the Project in substantial accordance with Exhibit A and Exhibit A-FBA. 2.9 Award of Construction Contracts. (a) The Recipient shall award the prime construction contract timely in order to meet the start of construction date specified in Exhibit A. (b) The Recipient shall promptly notify the Division in writing both of the award of the prime construction contract for the Project and of Initiation of Construction of the Project. The Recipient shall make all reasonable efforts to complete construction in substantial conformance with the terms of the contract by the Completion of Construction date established in Exhibit A. 2.10 Notice. (a) The Recipient shall notify the Division within 24 hours of any discovery of any potential tribal cultural resource and/or archeological or historical resource. Notice shall be addressed to the Deputy Director of the Division and via phone at (916) 327-9978 or email to East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 9 2017 cx28vi17 CleanWaterSRF@waterboards.ca.gov. Should a potential tribal cultural resource and/or archeological or historical resource be discovered during construction, the Recipient shall ensure that all work in the area of the find will cease until a qualified archeologist has evaluated the situation and made recommendations regarding preservation of the resource, and the Division has determined what actions should be taken to protect and preserve the resource. The Recipient shall implement appropriate actions as directed by the Division. (b) The Recipient shall notify the Deputy Director and the Division’s Project Manager within five (5) working days of the occurrence of any of the following events: 1) Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing; 2) Change of ownership of the System or change of management or service contracts, if any, for operation of the System; 3) Loss, theft, damage, or impairment to the Revenues or the System; 4) Failure to meet any debt service coverage test in section 10 of this agreement; 5) Draws on the Reserve Fund; 6) Listed Events or Events of Default, except as set forth in subdivisions (b) or (c) of this section; or 7) Failure to observe or perform any covenant in this Agreement. (b) The Recipient shall notify the Division in writing within ten (10) working days of the following: 1) Material defaults on System Obligations, other than this Obligation; 2) Unscheduled draws on debt service reserves held for System Obligations, other than this Obligation, if any, reflecting financial difficulties; 3) Unscheduled draws on credit enhancements on System Obligations, if any, reflecting financial difficulties; 4) Substitution of credit or liquidity providers, if any or their failure to perform; 5) Any litigation pending or threatened with respect to the Project or the Recipient’s technical, managerial or financial capacity to operate the System or the Recipient’s continued existence, circulation of a petition to repeal, reduce, or otherwise challenge the Recipient’s rates for services of the System, consideration of dissolution, or disincorporation, or any other event that could materially impair the Revenues; 6) Adverse tax opinions, the issuance by the Internal Revenue Service or proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices of determinations with respect to the tax status of any tax-exempt bonds; 7) Rating changes on outstanding System Obligations, if any; 8) Issuance of additional parity obligations; or 9) Enforcement actions by the Regional Water Board. (c) The Recipient shall notify the Division promptly of the following: (1) The discovery of a false statement of fact or representation made in this Agreement or in the application to the Division for this financial assistance, or in any certification, report, or request for disbursement made pursuant to this Agreement, by the Recipient, its employees, agents, or contractors; (2) Any substantial change in scope of the Project. The Recipient shall undertake no substantial change in the scope of the Project until prompt written notice of the proposed change has been provided to the Division and the Division has given written approval for the change; (3) Cessation of all major construction work on the Project where such cessation of work is expected to or does extend for a period of thirty (30) days or more; East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 10 2017 cx28vi17 (4) Any circumstance, combination of circumstances, or condition, which is expected to or does delay Completion of Construction for a period of ninety (90) days or more beyond the estimated date of Completion of Construction as specified in Exhibit A; (5) Discovery of any unexpected endangered or threatened species, as defined in the federal Endangered Species Act. Should a federally protected species be unexpectedly encountered during construction of the Project, the Recipient agrees to promptly notify the Division. This notification is in addition to the Recipient’s obligations under the federal Endangered Species Act; (6) Any Project monitoring, demonstration, or other implementation activities required in Exhibit A or Exhibit D of this Agreement, if any; (7) Any public or media event publicizing the accomplishments and/or results of this Agreement and provide the opportunity for attendance and participation by state representatives with at least ten (10) working days’ notice to the Division; (8) Any events requiring notice to the Division pursuant to the provisions of Exhibit E to this Agreement; or (9) Completion of Construction of the Project, and actual Project Completion. 2.11 Findings and Challenge Upon consideration of a voter initiative to reduce Revenues, the Recipient shall make a finding regarding the effect of such a reduction on the Recipient's ability to satisfy the rate covenant set forth in Section 3.7 of this Agreement. The Recipient shall make its findings available to the public and shall request, if necessary, the authorization of the Recipient’s decision-maker or decision-making body to file litigation to challenge any such initiative that it finds will render it unable to satisfy the rate covenant set forth in Section 3.7 and its obligation to operate and maintain the Project for its useful life. The Recipient shall diligently pursue and bear any and all costs related to such challenge. The Recipient shall notify and regularly update the State Water Board regarding the status of any such challenge. 2.12 Project Access. The Recipient shall ensure that the State Water Board, the Governor of the State, the United States Environmental Protection Agency, the Office of Inspector General, any member of Congress, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter for the term of the Obligation. The Recipient acknowledges that, except for a subset of information regarding archaeological records, the Project records and locations are public records, including but not limited to all of the submissions accompanying the application, all of the documents incorporated by Exhibit A and Exhibit A-FBA, and all reports, disbursement requests, and supporting documentation submitted hereunder. 2.13 Project Completion; Initiation of Operations. Upon Completion of Construction of the Project, the Recipient shall expeditiously initiate Project operations. 2.14 Continuous Use of Project; Lease, Sale, Transfer of Ownership, or Disposal of Project. The Recipient agrees that, except as provided in this Agreement, it will not abandon, substantially discontinue use of, lease, sell, transfer of ownership, or dispose of all or a significant part or portion of the Project during the useful life of the Project without prior written approval of the Division. Such approval may be conditioned as determined to be appropriate by the Division, including a condition requiring East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 11 2017 cx28vi17 repayment of all disbursed Project Funds or all or any portion of all remaining funds covered by this Agreement together with accrued interest and any penalty assessments that may be due. 2.15 Project Reports. (a) Status Reports. The Recipient shall provide expeditiously status reports no less frequently than quarterly, starting with the execution of this Agreement. A status report must accompany any disbursement request and is a condition precedent to any disbursement. At a minimum the reports will contain the following information: (1) A summary of progress to date including a description of progress since the last report, percent construction complete, percent contractor invoiced, and percent schedule elapsed; (2) A description of compliance with environmental requirements; (3) A listing of change orders including amount, description of work, and change in contract amount and schedule; and (4) Any problems encountered, proposed resolution, schedule for resolution, and status of previous problem resolutions. (b) Project Completion Report. The Recipient shall submit a Project Completion Report to the Division with a copy to the appropriate Regional Water Quality Control Board on or before the due date established by the Division and the Recipient at the time of final project inspection. The Project Completion Report must address the following: (1) Describe the Project, (2) Describe the water quality problem the Project sought to address, (3) Discuss the Project’s likelihood of successfully addressing that water quality problem in the future, and (4) Summarize compliance with environmental conditions, if applicable. (5) If the Recipient fails to submit a timely Project Completion Report, the State Water Board may stop processing pending or future applications for new financial assistance, withhold disbursements under this Agreement or other agreements, and begin administrative proceedings. (c) As Needed Reports. The Recipient shall provide expeditiously, during the term of this Agreement, any reports, data, and information reasonably required by the Division, including but not limited to material necessary or appropriate for evaluation of the funding program or to fulfill any reporting requirements of the state or federal government. (d) Recycled water reports. Commencing with the date of Project Completion, the Recipient shall submit annual reports for five (5) consecutive calendar years or until the Project’s actual total annual recycled water deliveries equal the Project’s planned total recycled water deliveries. (1) The Recipient shall submit annual reports in hard copy and/or electronically. (2) The first annual report is due on February 28th following the first full calendar year of operation and shall cover the period from the Project Completion through the end of the first full calendar year thereafter. Subsequent annual reports are due by February 28th East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 12 2017 cx28vi17 following the calendar year covered. The annual reports shall be prepared in accordance with the “Water Recycling Funding Program Guidelines.” (3) The annual reports shall include the following: (a) The planned total recycled water deliveries from the Recipient’s funding application/user-connection schedule; (b) A breakdown of the actual total annual recycled water deliveries by month and type of use, presented in a table showing month vs. type of use. If the Recipient supplements recycled water deliveries with potable or fresh water, the annual report shall include the monthly and total amounts; (c) The Project’s operation and maintenance costs for the year; (d) The costs to Recipient’s end users of recycled water vs. potable/fresh water during the year; and (e) If the Project’s actual total recycled water deliveries are less than the planned total recycled water deliveries, the Recipient shall provide a brief discussion on its progress toward achieving the remaining system capacity. 2.16 Federal Disadvantaged Business Enterprise (DBE) Reporting. The Recipient shall report DBE utilization to the Division on the DBE Utilization Report, State Water Board Form DBE UR334. The Recipient must submit such reports to the Division annually within ten (10) calendar days following October 1 until such time as the "Notice of Completion" is issued. The Recipient shall comply with 40 CFR § 33.301. 2.17 Records. (a) Without limitation of the requirement to maintain Project accounts in accordance with GAAP, the Recipient shall: (1) Establish an official file for the Project which adequately documents all significant actions relative to the Project; (2) Establish separate accounts which will adequately and accurately depict all amounts received and expended on the Project, including all assistance funds received under this Agreement; (3) Establish separate accounts which will adequately depict all income received which is attributable to the Project, specifically including any income attributable to assistance funds disbursed under this Agreement; (4) Establish an accounting system which will accurately depict final total costs of the Project, including both direct and indirect costs; (5) Establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and (6) If Force Account is used by the Recipient for any phase of the Project, other than for planning, design, and construction engineering and administration provided for by allowance, accounts will be established which reasonably document all employee hours charged to the Project and the associated tasks performed by each employee. Indirect Force Account costs are not eligible for funding. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 13 2017 cx28vi17 (b) The Recipient shall maintain separate books, records and other material relative to the Project. The Recipient shall also retain such books, records, and other material for itself and for each contractor or subcontractor who performed or performs work on this project for a minimum of thirty-six (36) years after Project Completion. The Recipient shall require that such books, records, and other material are subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the State Water Board, the California State Auditor, the Bureau of State Audits, the United States Environmental Protection Agency (USEPA), the Office of Inspector General, the Internal Revenue Service, the Governor, or any authorized representatives of the aforementioned. The Recipient shall allow and shall require its contractors to allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Recipient agrees to include a similar duty regarding audit, interviews, and records retention in any contract or subcontract related to the performance of this Agreement. The provisions of this section shall survive the discharge of the Recipient's Obligation and the term of this Agreement. 2.18 Audit. (a) The Division may call for an audit of financial information relative to the Project if the Division determines that an audit is desirable to assure program integrity or if an audit becomes necessary because of state or federal requirements. If an audit is called for, the audit shall be performed by a certified public accountant independent of the Recipient and at the cost of the Recipient. The audit shall be in the form required by the Division (b) Audit disallowances will be returned to the State Water Board. ARTICLE III FINANCING PROVISIONS 3.1 Purchase and Sale of Project. The Recipient hereby sells to the State Water Board and the State Water Board hereby purchases from the Recipient the Project. Simultaneously therewith, the Recipient hereby purchases from the State Water Board, and the State Water Board hereby sells to the Recipient, the Project in accordance with the provisions of this Agreement. All right, title, and interest in the Project shall immediately vest in the Recipient on the date of execution and delivery of this Agreement by both parties without further action on the part of the Recipient or the State Water Board. The State Water Board’s disbursement of funds hereunder is contingent on the Recipient’s compliance with the terms and conditions of this Agreement. 3.2 Amounts Payable by the Recipient. (a) Installment Payments. Interest will accrue beginning with each disbursement. Beginning one year after Completion of Construction, repayment of the principal of the Project Funds, together with all interest accruing thereon, shall be repaid annually, and shall be fully amortized by the end term date specified in Exhibit B. The Installment Payments are based on a standard fully amortized assistance amount with equal annual payments. The remaining balance is the previous balance, plus the disbursements, plus the accrued interest on both, less the Installment Payment. Installment Payment calculations will be made beginning one (1) year after Completion of Construction. Exhibit C is a payment schedule based on the provisions of this article and an estimated disbursement schedule. Actual payments will be based on actual disbursements. Upon Completion of Construction and submission of necessary reports by the Recipient, the Division will prepare an appropriate payment schedule and supply the same to the Recipient. The Division may amend this schedule as necessary to accurately reflect amounts due under this East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 14 2017 cx28vi17 Agreement. The Division will prepare any necessary amendments to the payment schedule and send them to the Recipient. The Recipient shall make each Installment Payment on or before the due date therefor. A ten (10) day grace period will be allowed, after which time a penalty in the amount of costs incurred by the State Water Board will be assessed for late payment. These costs may include, but are not limited to, lost interest earnings, staff time, bond debt service default penalties, if any, and other related costs. For purposes of penalty assessment, payment will be deemed to have been made if payment is deposited in the U.S. Mail within the grace period with postage prepaid and properly addressed. Any penalties assessed will not be added to the assistance amount balance, but will be treated as a separate account and obligation of the Recipient. The interest penalty will be assessed from the payment due date. The Recipient as a whole is obligated to make all payments required by this Agreement to the State Water Board, notwithstanding any individual default by its constituents or others in the payment to the Recipient of fees, charges, taxes, assessments, tolls or other charges ("Charges") levied or imposed by the Recipient. The Recipient shall provide for the punctual payment to the State Water Board of all amounts which become due under this Agreement and which are received from constituents or others in the payment to the Recipient. In the event of failure, neglect or refusal of any officer of the Recipient to levy or cause to be levied any Charge to provide payment by the Recipient under this Agreement, to enforce or to collect such Charge, or to pay over to the State Water Board any money collected on account of such Charge necessary to satisfy any amount due under this Agreement, the State Water Board may take such action in a court of competent jurisdiction as it deems necessary to compel the performance of all duties relating to the imposition or levying and collection of any of such Charges and the payment of the money collected therefrom to the State Water Board. Action taken pursuant hereto shall not deprive the State Water Board of, or limit the application of, any other remedy provided by law or by this Agreement. Each Installment Payment shall be paid by check and in lawful money of the United States of America. The Recipient shall not be entitled to interest earned on undisbursed funds. Upon execution of this Agreement, the State Water Board shall encumber an amount equal to the Obligation. The Recipient shall pay Installment Payments and Additional Payments from Net Revenues and/or other amounts legally available to the Recipient therefor. Interest on any funds disbursed to the Recipient shall begin to accrue as of the date of each disbursement. (b) Project Costs. The Recipient shall pay any and all costs connected with the Project including, without limitation, any and all Project Costs. If the Project Funds are not sufficient to pay the Project Costs in full, the Recipient shall nonetheless complete the Project and pay that portion of the Project Costs in excess of available Project Funds, and shall not be entitled to any reimbursement therefor from the State Water Board. (c) Additional Payments. In addition to the Installment Payments required to be made by the Recipient, the Recipient shall also pay to the State Water Board the reasonable extraordinary fees and expenses of the State Water Board, and of any assignee of the State Water Board's right, title, and interest in and to this Agreement, in connection with this Agreement, including all expenses and fees of accountants, trustees, staff, contractors, consultants, costs, insurance premiums and all other extraordinary costs reasonably incurred by the State Water Board or assignee of the State Water Board. Additional Payments may be billed to the Recipient by the State Water Board from time to time, together with a statement executed by a duly authorized representative of the State Water Board, stating that the amounts billed pursuant to this section have been incurred by the State Water East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 15 2017 cx28vi17 Board or its assignee for one or more of the above items and a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Recipient within thirty (30) days after receipt of the bill by the Recipient. (d) The Recipient may not prepay any portion of the principal and interest due under this Agreement without the written consent of the Deputy Director of the Division. 3.3 Obligation Absolute. The obligation of the Recipient to make the Installment Payments and other payments required to be made by it under this Agreement, from Net Revenues and/or other amounts legally available to the Recipient therefor, is absolute and unconditional, and until such time as the Installment Payments and Additional Payments have been paid in full, the Recipient shall not discontinue or suspend any Installment Payments or other payments required to be made by it hereunder when due, whether or not the System or any part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such Installment Payments and other payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever. 3.4 No Obligation of the State. Any obligation of the State Water Board herein contained shall not be an obligation, debt, or liability of the State and any such obligation shall be payable solely out of the moneys encumbered pursuant to this Agreement. If this Agreement’s funding for any fiscal year is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an amendment to the Recipient to reflect the reduced amount. 3.5 Disbursement of Project Funds; Availability of Funds. (a) Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: (1) Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance as specified in Exhibit B from the Project Funds through submission to the State Water Board of the Disbursement Request Form 260, or any amendment thereto, duly completed and executed. (2) The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts referenced in Exhibit B and Exhibit A-FBA. (Note that this Agreement will be amended to incorporate Exhibit A-FBA after final budget approval.) (3) Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of status reports due under Section 2.15 above. (4) The Recipient shall not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 16 2017 cx28vi17 (5) Recipient shall spend Project Funds within 30 days of receipt. Any interest earned on Project Funds shall be reported to the State Water Board and may be required to be returned to the State Water Board or deducted from future disbursements. (6) The Recipient shall not be entitled to interest earned on undisbursed funds. (7) The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. (8) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. (9) Costs incurred for travel outside the State of California are not eligible for reimbursement under this Agreement unless the Division provides prior written authorization. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources. These rates may be found at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx. Reimbursement will be at the State travel and per diem amounts that are current as of the date costs are incurred by the Recipient. (b) The State Water Board's obligation to disburse Project Funds is contingent upon the availability of sufficient funds to permit the disbursements provided for herein. If sufficient funds are not available for any reason, including but not limited to failure of the federal or State government to appropriate funds necessary for disbursement of Project Funds, the State Water Board shall not be obligated to make any disbursements to the Recipient under this Agreement. This provision shall be construed as a condition precedent to the obligation of the State Water Board to make any disbursements under this Agreement. Nothing in this Agreement shall be construed to provide the Recipient with a right of priority for disbursement over any other agency. If any disbursements due the Recipient under this Agreement are deferred because sufficient funds are unavailable, it is the intention of the State Water Board that such disbursement will be made to the Recipient when sufficient funds do become available, but this intention is not binding. 3.6 Withholding of Disbursements and Material Violations. Notwithstanding any other provision of this Agreement, the State Water Board may withhold all or any portion of the Project Funds upon the occurrence of any of the following events: a. The Recipient’s failure to maintain reasonable progress on the Project as determined by the Division; b. Placement on the ballot or passage of an initiative or referendum to repeal or reduce the Recipient’s taxes, assessments, fees, or charges levied for operation of the System or repayment of debt service on System Obligations; c. Commencement of litigation or a judicial or administrative proceeding related to the System, Project, or Revenues that the State Water Board determines may impair the timely completion of the Project or the repayment of the Obligation; d. Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency’s Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient’s financial management, accounting procedures, or internal fiscal controls; e. A material adverse change in the condition of the Recipient, the Revenues, or the System, which the Division reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement, or any other event that the Division East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 17 2017 cx28vi17 reasonably determines would materially impair the Recipient’s ability to satisfy its obligations under this Agreement, f. The Recipient’s material violation of, or threat to materially violate, any term of this Agreement; g. An Event of Default. 3.7 Pledge; Rates, Fees and Charges; Additional Debt. (a) Establishment of Enterprise Fund and Reserve Fund. In order to carry out its System Obligations, the Recipient covenants that it shall establish and maintain or shall have established and maintained the Enterprise Fund. All Revenues received shall be deposited when and as received in trust in the Enterprise Fund. As required in paragraph (f) of this Section, the Recipient shall establish and maintain a Reserve Fund. (b) Pledge of Net Revenues, Enterprise Fund, and Reserve Fund. The Obligation hereunder shall be secured by a lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund in priority as specified in Exhibit F (senior, parity, or subordinate). The Recipient hereby pledges and grants such lien on and pledge of the Enterprise Fund, Net Revenues, and any Reserve Fund to secure the Obligation, including payment of Installment Payments and Additional Payments hereunder. The Net Revenues in the Enterprise Fund, shall be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Recipient (c) Application and Purpose of the Enterprise Fund. Subject to the provisions of any outstanding System Obligation, money on deposit in the Enterprise Fund shall be applied and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due and payable with respect to the System Obligations. After making all payments hereinabove required to be made in each Fiscal Year, the Recipient may expend in such Fiscal Year any remaining money in the Enterprise Fund for any lawful purpose of the Recipient, including payment of subordinate debt. (d) Rates, Fees and Charges. (1) To the fullest extent permitted by law, the Recipient shall fix and prescribe, at the commencement of each Fiscal Year, rates and charges for the water service provided by the water System which are reasonably expected be at least sufficient to yield during each Fiscal Year Net Revenues for the water System equal to one hundred twenty percent (120%) of Debt Service for such Fiscal Year allocable to the water System. (2) To the fullest extent permitted by law, the Recipient shall fix and prescribe, at the commencement of each Fiscal Year, rates and charges for the wastewater service provided by the wastewater System which are reasonably expected to be at least sufficient to yield during each Fiscal Year Net Revenues for the wastewater System equal to one hundred twenty percent (120%) of Debt Service for such Fiscal Year allocable to the wastewater System. (3) The Recipient may make adjustments from time to time in such rates and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates and charges then in effect unless the Net Revenues of the water System or the wastewater System, as applicable, from such reduced rates and charges will at all times be sufficient to meet the foregoing requirements. (e) Additional Debt Test. (1) Additional Senior Debt. The Recipient’s future debt that is secured by Revenues pledged herein may not be senior to this Obligation, except where the new senior obligation refunds or East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 18 2017 cx28vi17 refinances a senior obligation with the same lien position as the existing senior obligation, the new senior obligation has the same or earlier repayment term as the refunded senior debt, the new senior debt service is the same or lower than the existing debt service, and the new senior debt will not diminish the Recipient’s ability to repay its SRF obligations. (2) Additional Parity or Subordinate Debt. The Recipient may issue additional parity or subordinate debt only if (A) Net Revenues in the most recent Fiscal Year, excluding transfers from a rate stabilization fund, if any, meet the ratio for rate covenants set forth in paragraph (d) of this Section with respect to all outstanding and proposed additional obligations; (B) The Recipient is in compliance with any reserve fund requirement of this Obligation. (f) Reserve Fund. Prior to Completion of Construction, the Recipient shall establish a restricted Reserve Fund, held in its Enterprise Fund, equal to one year’s Debt Service on this Obligation. The Recipient shall maintain the Reserve Fund throughout the term of this Agreement. The Reserve Fund shall be subject to lien and pledged as security for this Obligation, and its use shall be restricted to payment of this Obligation during the term of this Agreement. (g) The Recipient may issue or incur subordinate obligations or otherwise issue or incur obligations payable from a lien on Net Revenues that is subordinate to the lien of Net Revenues securing the Obligation. (h) The Recipient shall not make any pledge of or place any lien on Revenues and shall not make any pledge of or place any lien on Net Revenues except as otherwise provided or permitted by this Agreement. 3.8 Financial Management System and Standards. The Recipient shall comply with federal standards for financial management systems. The Recipient agrees that, at a minimum, its fiscal control and accounting procedures will be sufficient to permit preparation of reports required by the federal government and tracking of Project funds to a level of expenditure adequate to establish that such funds have not been used in violation of federal or state law or the terms of this Agreement. To the extent applicable, the Recipient shall be bound by, and to comply with, the provisions and requirements of the federal Single Audit Act of 1984, Office of Management and Budget (OMB) Circular No. A-133 and 2 CFR Part 200, subpart F, and updates or revisions, thereto. 3.9 Accounting and Auditing Standards. The Recipient must maintain project accounts according to GAAP as issued by the Governmental Accounting Standards Board (GASB) or its successor. The Recipient shall maintain GAAP-compliant project accounts, including GAAP requirements relating to the reporting of infrastructure assets. 3.10 Other Assistance. If funding for Project Costs is made available to the Recipient from sources other than this Agreement, the Recipient shall notify the Division. The Recipient may retain such funding up to an amount which equals the Recipient's local share of Project Costs. To the extent allowed by requirements of other funding sources, excess funding shall be remitted to the State Water Board to be applied to Installment Payments due hereunder, if any. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 19 2017 cx28vi17 ARTICLE IV MISCELLANEOUS PROVISIONS 4.1 Amendment and Integration. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by both the Recipient and the Deputy Director or designee. 4.2 Assignability. The Recipient consents to any pledge, sale, or assignment to the Bank or a trustee for the benefit of the owners of the Bonds, if any, at any time of any portion of the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement and the right to make all related waivers and agreements in the name and on behalf of the State Water Board, as agent and attorney-in-fact, and to perform all other related acts which are necessary and appropriate under this Agreement, if any, and the State Water Board's estate, right, title, and interest and claim in, to and under this Agreement to Installment Payments (but excluding the State Water Board's rights to Additional Payments and to notices, opinions and indemnification under each Obligation). This Agreement is not assignable by the Recipient, either in whole or in part, without the consent of the State Water Board in the form of a formal written amendment to this Agreement. 4.3 Bonding. Where contractors are used, the Recipient shall not authorize construction to begin until each contractor has furnished a performance bond in favor of the Recipient in the following amounts: faithful performance (100%) of contract value; labor and materials (100%) of contract value. This requirement shall not apply to any contract for less than $25,000.00. 4.4 Competitive Bidding Recipient shall adhere to any applicable state law or local ordinance for competitive bidding and applicable labor laws. 4.5 Compliance with Law, Regulations, etc. The Recipient shall, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, guidelines, regulations, and requirements. Without limitation of the foregoing, to the extent applicable, the Recipient shall: (a) Comply with the provisions of the adopted environmental mitigation plan, if any, for the term of this Agreement; (b) Comply with the State Water Board's Policy; (c) Comply with and require compliance with the list of State laws attached as Exhibit H. (d) Comply with and require its contractors and subcontractors on the Project to comply with federal DBE requirements; and (e) Comply with and require its contractors and subcontractors to comply with the list of federal laws attached as Exhibit E. 4.6 Conflict of Interest. The Recipient certifies that its owners, officers, directors, agents, representatives, and employees are in compliance with applicable state and federal conflict of interest laws. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 20 2017 cx28vi17 4.7 Damages for Breach Affecting Tax-Exempt Status or Federal Compliance In the event that any breach of any of the provisions of this Agreement by the Recipient shall result in the loss of tax-exempt status for any bonds of the State or any subdivision or agency thereof, including Bonds issued on behalf of the State Water Board, or if such breach shall result in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government by reason of any arbitrage profits, the Recipient shall immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. In the event that any breach of any of the provisions of this Agreement by the Recipient shall result in the failure of Project Funds to be used pursuant to the provisions of this Agreement, or if such breach shall result in an obligation on the part of the State or any subdivision or agency thereof to reimburse the federal government, the Recipient shall immediately reimburse the State or any subdivision or agency thereof in an amount equal to any damages paid by or loss incurred by the State or any subdivision or agency thereof due to such breach. 4.8 Disputes. (a) The Recipient may appeal a staff decision within 30 days to the Deputy Director of the Division or designee, for a final Division decision. The Recipient may appeal a final Division decision to the State Water Board within 30 days. The Office of the Chief Counsel of the State Water Board will prepare a summary of the dispute and make recommendations relative to its final resolution, which will be provided to the State Water Board’s Executive Director and each State Water Board Member. Upon the motion of any State Water Board Member, the State Water Board will review and resolve the dispute in the manner determined by the State Water Board. Should the State Water Board determine not to review the final Division decision, this decision will represent a final agency action on the dispute. (b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be construed to make final the decision of the State Water Board, or any official or representative thereof, on any question of law. (c) Recipient shall continue with the responsibilities under this Agreement during any dispute. (d) This section 4.8 relating to disputes does not establish an exclusive procedure for resolving claims within the meaning of Government Code sections 930 and 930.4. 4.9 Governing Law. This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. 4.10 Income Restrictions. The Recipient agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Recipient under this Agreement shall be paid by the Recipient to the State Water Board, to the extent that they are properly allocable to costs for which the Recipient has been reimbursed by the State Water Board under this Agreement. 4.11 Indemnification and State Reviews. The parties agree that review or approval of Project plans and specifications by the State Water Board is for administrative purposes only, including conformity with application and eligibility criteria, and expressly not for the purposes of design defect review or construction feasibility, and does not relieve the Recipient of its responsibility to properly plan, design, construct, operate, and maintain the Project. To the extent East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 21 2017 cx28vi17 permitted by law, the Recipient agrees to indemnify, defend, and hold harmless the State Water Board, the Bank, and any trustee, and their officers, employees, and agents for the Bonds, if any (collectively, "Indemnified Persons"), against any loss or liability arising out of any claim or action brought against any Indemnified Persons from and against any and all losses, claims, damages, liabilities, or expenses, of every conceivable kind, character, and nature whatsoever arising out of, resulting from, or in any way connected with (1) the System or the Project or the conditions, occupancy, use, possession, conduct, or management of, work done in or about, or the planning, design, acquisition, installation, or construction, of the System or the Project or any part thereof; (2) the carrying out of any of the transactions contemplated by this Agreement or any related document; (3) any violation of any applicable law, rule or regulation, any environmental law (including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the California Hazardous Substance Account Act, the Federal Water Pollution Control Act, the Clean Air Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the California Hazardous Waste Control Law, and California Water Code Section 13304, and any successors to said laws), rule or regulation or the release of any toxic substance on or near the System; or (4) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements required to be stated therein, in light of the circumstances under which they were made, not misleading with respect to any information provided by the Recipient for use in any disclosure document utilized in connection with any of the transactions contemplated by this Agreement, except those arising from the gross negligence or willful misconduct of the Indemnified Persons. The Recipient shall also provide for the defense and indemnification of the Indemnified Parties in any contractual provision extending indemnity to the Recipient in any contract let for the performance of any work under this Agreement, and shall cause the Indemnified Parties to be included within the scope of any provision for the indemnification and defense of the Recipient in any contract or subcontract. To the fullest extent permitted by law, the Recipient agrees to pay and discharge any judgment or award entered or made against Indemnified Persons with respect to any such claim or action, and any settlement, compromise or other voluntary resolution. The provisions of this section shall survive the term of this Agreement and the discharge of the Recipient's Obligation hereunder. 4.12 Independent Actor. The Recipient, and its agents and employees, if any, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents of the State Water Board. 4.13 Leveraging Covenants. (a) Tax Covenant. Notwithstanding any other provision hereof, the Recipient covenants and agrees that it will comply with the Tax Covenants set forth in Article V of this Agreement. (b) Disclosure of Financial Information, Operating Data, and Other Information. The Recipient covenants to furnish such financial, operating and other data pertaining to the Recipient as may be requested by the State Water Board to: (i) enable the State Water Board to cause the issuance of Bonds and provide for security therefor; or (ii) enable any underwriter of Bonds issued for the benefit of the State Water Board to comply with Rule 15c2-12(b)(5). The Recipient further covenants to provide the State Water Board with copies of all continuing disclosure documents or reports that are disclosed pursuant to (i) the Recipient’s continuing disclosure undertaking or undertakings made in connection with any outstanding System Obligation, (ii) the terms of any outstanding System Obligation, or (iii) a voluntary disclosure of information related to an outstanding System Obligation. The Recipient shall disclose such documents or reports to the State Water Board at the same time such documents or reports are submitted to any dissemination agent, trustee, nationally recognized municipal securities information repository, the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (EMMA) website or other person or entity. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 22 2017 cx28vi17 4.14 Non-Discrimination Clause. (a) The Recipient shall comply with Government Code section 11135 and the implementing regulations (Cal. Code Regs, tit. 2, § 11140 et seq.), including, but not limited to, ensuring that no person is unlawfully denied full and equal access to the benefits of, or unlawfully subjected to discrimination in the operation of, the Project or System on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation as such terms are defined under California law, for as long as the Recipient retains ownership or possession of the Project. (b) If Project Funds are used to acquire or improve real property, the Recipient shall include a covenant of nondiscrimination running with the land in the instrument effecting or recording the transfer of such real property. (c) The Recipient shall comply with the federal American with Disabilities Act of 1990 and implementing regulations as required by Government Code section 11135(b). (d) The Recipient’s obligations under this section shall survive the term of this Agreement. (e) During the performance of this Agreement, Recipient and its contractors and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, denial of family care leave, or genetic information, gender, gender identity, gender expression, or military and veteran status. (f) The Recipient, its contractors, and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. (g) The Recipient, its contractors, and subcontractors shall comply with the provisions of the Fair Employment and Housing Act and the applicable regulations promulgated thereunder. (Gov. Code, §12990, subds. (a)-(f) et seq.; Cal. Code Regs., tit. 2, § 7285 et seq.) Such regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. (h) The Recipient, its contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (i) The Recipient shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. 4.15 No Third-Party Rights. The parties to this Agreement do not create rights in, or grant remedies to, any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein. 4.16 Operation and Maintenance; Insurance. The Recipient agrees to sufficiently and properly staff, operate and maintain all portions of the System during its useful life in accordance with all applicable state and federal laws, rules, and regulations. The Recipient will procure and maintain or cause to be maintained insurance on the System with responsible insurers, or as part of a reasonable system of self-insurance, in such amounts and against East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 23 2017 cx28vi17 such risks (including damage to or destruction of the System) as are usually covered in connection with systems similar to the System. Such insurance may be maintained by a self-insurance plan so long as such plan provides for (i) the establishment by the Recipient of a separate segregated self-insurance fund in an amount determined (initially and on at least an annual basis) by an independent insurance consultant experienced in the field of risk management employing accepted actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk management program. In the event of any damage to or destruction of the System caused by the perils covered by such insurance, the net proceeds thereof shall be applied to the reconstruction, repair or replacement of the damaged or destroyed portion of the System. The Recipient shall begin such reconstruction, repair or replacement as expeditiously as possible, and shall pay out of such net proceeds all costs and expenses in connection with such reconstruction, repair or replacement so that the same shall be completed and the System shall be free and clear of all claims and liens. If such net proceeds are insufficient to reconstruct, repair, or restore the System to the extent necessary to enable the Recipient to pay all remaining unpaid principal portions of the Installment Payments, if any, in accordance with the terms of this Agreement, the Recipient shall provide additional funds to restore or replace the damaged portions of the System. Recipient agrees that for any policy of insurance concerning or covering the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing the State Water Board, its officers, agents, employees, and servants as additional insured; and shall provide the Division with a copy of all such certificates prior to the commencement of construction of the Project. 4.17 Permits, Subcontracting, and Remedies. The Recipient shall comply in all material respects with all applicable federal, state and local laws, rules and regulations. Recipient shall procure all permits, licenses and other authorizations necessary to accomplish the work contemplated in this Agreement, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the work. Signed copies of any such permits or licenses shall be submitted to the Division before construction begins. The Recipient shall not contract or allow subcontracting with excluded parties. The Recipient shall not contract with any party who is debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which this funding is authorized. For any work related to this Agreement, the Recipient shall not contract with any individual or organization on the State Water Board’s List of Disqualified Businesses and Persons that is identified as debarred or suspended or otherwise excluded from or ineligible for participation in any work overseen, directed, funded, or administered by the State Water Board program for which funding under this Agreement is authorized. The State Water Board’s List of Disqualified Businesses and Persons is located at http://www.waterboards.ca.gov/water_issues/programs/enforcement/fwa/dbp.shtml 4.18 Prevailing Wages. The Recipient agrees to be bound by all applicable provisions of State Labor Code regarding prevailing wages. The Recipient shall monitor all agreements subject to reimbursement from this Agreement to ensure that the prevailing wage provisions of the State Labor Code are being met. In addition, the Recipient agrees to comply with the provisions of Exhibit G (Davis-Bacon). East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 24 2017 cx28vi17 4.19 Public Funding. This Project is publicly funded. Any service provider or contractor with which the Recipient contracts must not have any role or relationship with the Recipient, that, in effect, substantially limits the Recipient's ability to exercise its rights, including cancellation rights, under the contract, based on all the facts and circumstances. 4.20 Recipient’s Responsibility for Work. The Recipient shall be responsible for all work and for persons or entities engaged in work performed pursuant to this Agreement, including, but not limited to, contractors, subcontractors, suppliers, and providers of services. The Recipient shall be responsible for responding to any and all disputes arising out of its contracts for work on the Project. The State Water Board will not mediate disputes between the Recipient and any other entity concerning responsibility for performance of work. 4.21 Related Litigation. Under no circumstances may the Recipient use funds from any disbursement under this Agreement to pay costs associated with any litigation the Recipient pursues against the State Water Board or any Regional Water Quality Control Board. Regardless of the outcome of any such litigation, and notwithstanding any conflicting language in this Agreement, the Recipient agrees to repay all of the disbursed funds plus interest in the event that Recipient does not complete the project. 4.22 Rights in Data. The Recipient agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced in the performance of this Agreement are subject to the rights of the State as set forth in this section. The State shall have the right to reproduce, publish, and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Recipient may copyright the same, except that, as to any work which is copyrighted by the Recipient, the State reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so, and to receive electronic copies from the Recipient upon request. 4.23 State Water Board Action; Costs and Attorney Fees. Any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to the State Water Board as a result of breach of this Agreement by the Recipient, whether such breach occurs before or after completion of the Project, and exercise of any remedy provided by this Agreement by the State Water Board shall not preclude the State Water Board from pursuing any legal remedy or right which would otherwise be available. In the event of litigation between the parties hereto arising from this Agreement, it is agreed that each party shall bear its own costs and attorney fees. 4.24 Termination. (a) Acceleration of Obligation. Whenever the State Water Board determines that an Event of Default shall have occurred, the State Water Board may declare all principal components of Installment Payments and accrued interest thereon to be immediately due and payable, whereupon the same shall become due and payable, along with Additional Payments and penalty assessments, if any, notwithstanding anything in this Agreement to the contrary. In the event of such acceleration, interest shall accrue from the date of such acceleration at the highest legal rate of interest. (b) Judicial remedies. Whenever the State Water Board determines that an Event of Default shall have occurred, the State Water Board may enforce its rights under this Agreement by any judicial East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 25 2017 cx28vi17 proceeding, whether at law or in equity. Without limiting the generality of the foregoing, the State Water Board may: by suit in equity, require the Recipient to account for amounts relating to this Agreement as if the Recipient were the trustee of an express trust; by mandamus or other proceeding, compel the performance by the Recipient and any of its officers, agents, and employees of any duty under the law or of any obligation or covenant under this Agreement, including but not limited to the imposition and collection of rates for the services of the System sufficient to meet all requirements of this Agreement; and take whatever action at law or in equity as may appear necessary or desirable to the State Water Board to collect the Installment Payments then due or thereafter to become due, or to enforce performance of any obligation or covenant of the Recipient under this Agreement. (c) Termination. Upon an Event of Default, the State Water Board may terminate this Agreement. Interest shall accrue on all amounts due at the highest legal rate of interest from the date that the State Water Board delivers notice of termination to the Recipient. (d) Remedies Not Exclusive. None of the remedies available to the State Water shall be exclusive of any other remedy, and each such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The State Water Board may exercise any remedy, now or hereafter existing, without exhausting and without regard to any other remedy. (e) Non-waiver. Nothing in this section or any other section of this Agreement shall affect or impair the Recipient’s obligation to pay Installment Payments as provided herein or shall affect or impair the right of the State Water Board to bring suit to enforce such payment. No delay or omission of the State Water Board in the exercise of any right arising upon an Event of Default shall impair any such right or be construed to be a waiver of any such Event of Default. The State Water Board may exercise from time to time and as often as shall be deemed expedient by the State Water Board, any remedy or right provided by law or pursuant to this Agreement. (f) Status Quo. If any action to enforce any right or exercise any remedy shall be brought and either discontinued or determined adversely to the State Water Board, then the State Water Board shall be restored to its former position, rights and remedies as if no such action had been brought. 4.25 Timeliness. Time is of the essence in this Agreement. 4.26 Unenforceable Provision. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 4.27 Useful Life. The Recipient warrants that the economic useful life of the Project, commencing at Project Completion, is at least equal to the term of this Agreement, as set forth in Exhibit B. 4.28 Venue. Any action arising out of this Agreement shall be filed and maintained in the Superior Court in and for the County of Sacramento, California. 4.29 Waiver and Rights of the State Water Board. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 26 2017 cx28vi17 Any waiver of rights by the State Water Board with respect to a default or other matter arising under this Agreement at any time shall not be considered a waiver of rights with respect to any other default or matter. Any rights and remedies of the State Water Board provided for in this Agreement are in addition to any other rights and remedies provided by law. ARTICLE V TAX COVENANTS 5.1 Purpose. The purpose of this Article V is to establish the reasonable expectations of the Recipient regarding the Project and the Project Funds, and is intended to be and may be relied upon for purposes of Sections 103, 141 and 148 of the Code and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations. This Article V sets forth certain facts, estimates and circumstances which form the basis for the Recipient’s expectation that neither the Project nor the Bond Funded Portion of the Project Funds is to be used in a manner that would cause the Obligation to be classified as “arbitrage bonds” under Section 148 of the Code or “private activity bonds” under Section 141 of the Code. 5.2 Tax Covenant. The Recipient agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project which would result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code. 5.3 Governmental Unit. The Recipient is a state or local governmental unit as defined in Section 1.103-1 of the Treasury Regulations or an instrumentality thereof (a "Governmental Unit") and is not the federal government or any agency or instrumentality thereof. 5.4 Financing of a Capital Project. The Recipient will use the Project Funds to finance costs it has incurred or will incur for the construction, reconstruction, installation or acquisition of the Project. Such costs shall not have previously been financed with the proceeds of any other issue of tax-exempt obligations. 5.5 Ownership and Operation of Project. The Recipient exclusively owns and, except as provided in Section 5.12 hereof, operates the Project. 5.6 Temporary Period. The Recipient reasonably expects that at least eighty-five percent (85%) of the Bond Funded Portion of the Project Funds will be allocated to expenditures for the Project within three (3) years of the earlier of the effective date of this Agreement or the date the Bonds are issued ("Applicable Date"). The Recipient has incurred, or reasonably expects that it will incur within six (6) months of the Applicable Date, a substantial binding obligation (i.e., not subject to contingencies within the control of the Recipient or a related party) to a third party to expend at least five percent (5%) of the Bond Funded Portion of the Project Funds on Project Costs. The completion of acquisition, construction, improvement and equipping of the Project and the allocation of the Bond Funded Portion of the Project Funds to Project Costs will proceed with due diligence. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 27 2017 cx28vi17 5.7 Working Capital. No operational expenditures of the Recipient or any related entity are being, have been or will be financed or refinanced with Project Funds. 5.8 Expenditure of Proceeds. The Bond Funded Portion of the Project Funds shall be used exclusively for the following purposes: (i) Reimbursement Expenditures (as defined in Section 5.20 below), (ii) Preliminary Expenditures (as defined in Section 5.20 below) in an aggregate amount not exceeding twenty percent (20%) of the Bond Funded Portion of the Project Funds, (iii) capital expenditures relating to the Project originally paid by the Recipient on or after the date hereof, (iv) interest on the Obligation through the later of three (3) years after the Applicable Date or one (1) year after the Project is placed in service, and (v) initial operating expenses directly associated with the Project in the aggregate amount not more than five percent (5%) of the Bond Funded Portion of the Project Funds. 5.9 Private Use and Private Payments. No portion of the Project Funds or the Project is being, has been or will be used in the aggregate for any activities that constitute a Private Use (as defined below). No portion of the principal of or interest with respect to the Installment Payments will be secured by any interest in property (whether or not the Project) used for a Private Use or in payments in respect of property used for a Private Use, or will be derived from payments in respect of property used for a Private Use. "Private Use" means any activity that constitutes a trade or business that is carried on by persons or entities, other than a Governmental Unit. The leasing of the Project or the access by or the use of the Project by a person or entity other than a Governmental Unit on a basis other than as a member of the general public shall constitute a Private Use. Use by or on behalf of the State of California or any of its agencies, instrumentalities or subdivisions or by any local Governmental Unit and use as a member of the general public will be disregarded in determining whether a Private Use exists. Use under an arrangement that conveys priority rights or other preferential benefits is generally not use on the same basis as the general public. Arrangements providing for use that is available to the general public at no charge or on the basis of rates that are generally applicable and uniformly applied do not convey priority rights or other preferential benefits. For this purpose, rates may be treated as generally applicable and uniformly applied even if (i) different rates apply to different classes of users, such as volume purchasers, if the differences in rates are customary and reasonable; or (ii) a specially negotiated rate arrangement is entered into, but only if the user is prohibited by federal law from paying the generally applicable rates, and the rates established are as comparable as reasonably possible to the generally applicable rates. An arrangement that does not otherwise convey priority rights or other preferential benefits is not treated, nevertheless, as general public use if the term of the use under the arrangement, including all renewal options, is greater than 200 days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a renewal option if (i) the compensation for the use under the arrangement is redetermined at generally applicable, fair market value rates that are in effect at the time of renewal; and (ii) the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business. 5.10 No Sale, Lease or Private Operation of the Project. The Project (or any portion thereof) will not be sold or otherwise disposed of, in whole or in part, to any person who is not a Governmental Unit prior to the final maturity date of the Obligation. The Project will not be leased to any person or entity that is not a Governmental Unit prior to the final maturity date of the Obligation. Except as permitted under Section 5.12 hereof, the Recipient will not enter any contract or arrangement or cause or permit any contract or arrangement to be entered with persons or entities that are not Governmental Units if that contract or arrangement would confer on such persons or entities any right to use the Project on a basis different from the right of members of the general public. The contracts East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 28 2017 cx28vi17 or arrangements contemplated by the preceding sentence include but are not limited to management contracts, take or pay contracts or put or pay contracts, and capacity guarantee contracts. 5.11 No Disproportionate or Unrelated Use. No portion of the Project Funds or the Project is being, has been, or will be used for a Private Use that is unrelated or disproportionate to the governmental use of the Project Funds. 5.12 Management and Service Contracts. The Recipient represents that, as of the date hereof, it is not a party to any contract, agreement or other arrangement with any persons or entities engaged in a trade or business (other than Governmental Units) that involve the management or operation of property or the provision of services at or with respect to the Project that does not comply with the standards of the Treasury Regulations, Revenue Procedure 97-13, as modified by Revenue Procedure 2001-39 and IRS Notice 2014-67, or Revenue Procedure 2017-13, as applicable. The Recipient represents that it will not be party to any such contract, agreement or arrangement with any person or entity that is not a Governmental Unit for the management of property or the provision of services at or with respect to the Project, while the Obligation (including any obligation or series thereof issued to refund the Obligation, as the case may be) is outstanding, except: (a) with respect to any contract, agreement or arrangement that does not constitute “private business use” of the Project under Code §§141(b), or (b) with respect to any contract, agreement or arrangement that complies with (i) Revenue Procedure 97-13, 1997-1 C.B. 632, as amended by Revenue Procedure 2001- 39, 2001-2 C.B. 38, and as amplified by Notice 2014-67, with respect to contracts entered into before August 18, 2017 and not materially modified or extended after August 18, 2017, or (ii) Revenue Procedure 2017-13, with respect to contracts entered into or materially modified or extended on or after August 18, 2017, or (c) with respect to any contract, agreement or arrangement that does not give rise to use of the Bond Funded Portion of the Project Funds or the Project by a non-Governmental Unit of more than the amount of such non-qualified use permitted by the Code, or (d) in the event that the Recipient receives an opinion of counsel, satisfactory to the State Water Board and the Bank and expert in the issuance of state and local government bonds the interest on which is excluded from gross income under Section 103 of the Code (“Nationally-Recognized Bond Counsel”), that such contract, agreement or arrangement will not adversely affect the exclusion of the interest on the Obligation from gross income for federal income taxation purposes. 5.13 No Disposition of Financed Property. As of the date hereof, the Recipient does not expect to sell or otherwise dispose of any portion of the Project, in whole or in part, prior to the final maturity date of the Obligation. 5.14 Useful Life of Project. As of the date hereof, the Recipient reasonably expects that the economic useful life of the Project, commencing at Project Completion, will be at least equal to the term of this Agreement, as set forth on Exhibit B hereto. 5.15 Installment Payments. Installment Payments generally are expected to be derived from assessments, taxes, fees, charges or other current Revenues of the Recipient in each year, and such current Revenues are expected to equal or exceed the Installment Payments during each payment period. Any amounts accumulated in a sinking fund or bona fide debt service fund to pay Installment Payments (whether or not deposited to a fund or account established by the Recipient) will be disbursed to pay Installment Payments within thirteen months of the initial date of accumulation or deposit. Any such fund used for the payment of Installment Payments will be depleted once a year except for a reasonable carryover amount not exceeding the East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 29 2017 cx28vi17 greater of earnings on such fund or one-twelfth of the Installment Payments in either case for the immediately preceding year. 5.16 No Other Replacement Proceeds. The Recipient will not use any of the Bond Funded Portion of the Project Funds to replace or substitute other funds of the Recipient that were otherwise to be used to finance the Project or which are or will be used to acquire securities, obligations or other investment property reasonably expected to produce a yield that is materially higher than the yield on the Bonds. 5.17 No Sinking or Pledged Fund. Except as set forth in Section 5.18 below, the Recipient will not create or establish any sinking fund or pledged fund which will be used to pay Installment Payments on the Obligation within the meaning of Section 1.148-1(c) of the Treasury Regulations. If any sinking fund or pledged fund comes into being with respect to the Obligation before the Obligation has been fully retired which may be used to pay the Installment Payments, the Recipient will invest such sinking fund and pledged fund moneys at a yield that does not exceed the yield on the Bonds. 5.18 Reserve Amount. The State Water Board requires that the Recipient maintain and fund a separate account in an amount equal to one (1) year of Debt Service with respect to the Obligation (the “Reserve Amount”) as set forth in Section 3.7. The Recipient represents that the Reserve Amount is and will be available to pay debt service with respect to the Obligation, if and when needed. The Reserve Amount consists solely of revenues of the Recipient and does not include any proceeds of any obligations the interest on which is excluded from gross income for federal income tax purposes or investment earnings thereon. The aggregate of the Reserve Amount, up to an amount not exceeding the lesser of (i) ten percent of the aggregate principal amount of the Obligation, (ii) the Maximum Annual Debt Service with respect to the Obligation, or (iii) 125 percent of the average annual debt service with respect to the Obligation, will be treated as a reasonably required reserve fund. 5.19 Reimbursement Resolution. The “reimbursement resolution” adopted by the Recipient is incorporated herein by reference, pursuant to Exhibit A. 5.20 Reimbursement Expenditures. Reimbursements are disallowed, except as specifically authorized in Exhibit B or Exhibit D of this Agreement. To the extent so authorized, a portion of the Bond Funded Portion of the Project Funds may be applied to reimburse the Recipient for Project Costs paid before the date hereof, so long as the Project Cost was (i) not paid prior to sixty (60) days before the Recipient’s adoption of a declaration of official intent to finance the Project, (ii) not paid more than eighteen (18) months prior to the date hereof or the date the Project was placed-in-service, whichever is later, and (iii) not paid more than three (3) years prior to the date hereof (collectively, “Reimbursement Expenditures”), unless such cost is attributable to a “preliminary expenditure.” Preliminary expenditure for this purpose means architectural, engineering, surveying, soil testing and similar costs incurred prior to the commencement of construction or rehabilitation of the Project, but does not include land acquisition, site preparation and similar costs incident to the commencement of acquisition, construction or rehabilitation of the Project. Preliminary expenditures may not exceed 20% of the Bond Funded Portion of the Project Funds. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 30 2017 cx28vi17 5.21 Change in Use of the Project. The Recipient reasonably expects to use all of the Bond Funded Portion of the Project Funds and the Project for the entire stated term to maturity of the Obligation. Absent an opinion of Nationally- Recognized Bond Counsel to the effect that such use of the Bond Funded Portion of the Project Funds will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code, the Recipient will use the Bond Funded Portion of the Project Funds and the Project solely as set forth in this Agreement. 5.22 Rebate Obligations. If the Recipient satisfies the requirements of one of the spending exceptions to rebate specified in Section 1.148-7 of the Treasury Regulations, amounts earned from investments, if any, acquired with the Bond Funded Portion of the Project Funds will not be subject to the rebate requirements imposed under Section 148(f) of the Code. If the Recipient fails to satisfy such requirements for any period, it will notify the State Water Board and the Bank immediately and will comply with the provisions of the Code and the Treasury Regulations at such time, including the payment of any rebate amount calculated by the State Water Board or the Bank. 5.23 No Federal Guarantee. The Recipient will not directly or indirectly use any of the Bond Funded Portion of the Project Funds in any manner that would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code, taking into account various exceptions including any guarantee related to investments during an initial temporary period until needed for the governmental purpose of the Bonds, investments as part of a bona fide debt service fund, investments of a reasonably required reserve or replacement fund, investments in bonds issued by the United States Treasury, investments in refunding escrow funds or certain other investments permitted under the Treasury Regulations. 5.24 No Notices or Inquiries from IRS. Within the last 10 years, the Recipient has not received any notice of a final action of the Internal Revenue Service that determines that interest paid or payable on any debt obligation of the Recipient is or was includable in the gross income of an owner or beneficial owner thereof for federal income tax purposes under the Code. 5.25 Amendments. The provisions in this Article may be amended, modified or supplemented at any time to reflect changes in the Code upon obtaining written approval of the State Water Board and the Bank and an opinion of Nationally-Recognized Bond Counsel to the effect that such amendment, modification or supplement will not adversely affect the exclusion from federal gross income of interest on the Bonds pursuant to Section 103 of the Code. 5.26 Reasonable Expectations. The Recipient warrants that, to the best of its knowledge, information and belief, and based on the facts and estimates as set forth in the tax covenants in this Article, the expectations of the Recipient as set forth in this Article are reasonable. The Recipient is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in the provisions in this Article V. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 31 2017 cx28vi17 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. EAST VALLEY WATER DISTRICT: By: ____________________________________ Name: John Mura Title: General Manager Date: __________________________________ STATE WATER RESOURCES CONTROL BOARD: By: ____________________________________ Name: Leslie Laudon Title: Deputy Director Division of Financial Assistance Date: __________________________________ East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT A – SCOPE OF WORK A-1 1. Eligible Start Date. The Eligible Start Date is April 16, 2018. 2, Start of Construction Date. The Recipient agrees to start construction no later than the estimated date of June 28, 2018. 3. Completion of Construction Date. The Completion of Construction date is hereby established as September 30, 2020. The Recipient shall deliver any request for extension of the Completion of Construction date no less than 90 days prior to the Completion of Construction date. 4. Final Disbursement Request Date. The Recipient agrees to ensure that its final Request for Disbursement is received by the Division no later than March 31, 2021, unless prior approval has been granted by the Division. Otherwise, the undisbursed balance of this Agreement will be deobligated. 5. Records Retention Date is September 30, 2056. 6. Incorporated Documents. Incorporated by reference into this Agreement are the following documents: (a) [Reserved]; (b) [Reserved]; (c) the Recipient’s Reimbursement Resolution No. 2016.03 dated March 23, 2016; (d) the Recipient’s Tax Questionnaire dated November 24, 2015. 7. Reporting. Status Reports due at least quarterly. 8. Purpose. The purpose of the Project is to provide an increased level service to the Recipient’s customers through the creation of a recycled water program to recharge groundwater. A recycled water program will provide the Recipient with: a. A new, locally controlled, highly reliable source of water to help meet the District’s and the region’s water supply needs; b. Greater control over the cost of wastewater treatment by bringing the component of service completely under Recipient’s control; c. Meaningful and lasting environmental benefits created through direct coordination with the Upper Santa Ana Habitat Conservation Plan process; and d. Reduced costs associated with providing long-term service to the existing customer base and reduced costs of connection and service for new customers. 9. Scope of Work. The Recipient will construct a 7.5 million gallon per day (mgd) membrane bioreactor recycled (MBR) water treatment plant and associated pipelines and pumping stations with space available for ultimate buildout of a 10 mgd system; collectively the Sterling Natural Resource Center (SNRC). East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT A – SCOPE OF WORK A-2 Eligible Project components include: a. Coarse Screens b. Grit Removal Unit c. Primary Clarifier d. Flow Equalization Pumps e. Fine Screens f. MBR Membrane Filters g. Aeration Blowers h. MBR Return Activated Sludge Pumps i. Foam/ Waste Activated Sludge Pumps j. Ultraviolet Disinfection Units k. Recycled Water Pump Station l. Equalization Basins m. Solids Pump Station n. Demonstration Recharge Basins (on SNRC premises) o. Holding Ponds p. Recycled Water Conveyance Pipeline q. Solids Handling Pipeline or Anaerobic Digesters/Dewatering and Solids Handling System r. Associated Buildings (Administrative Offices, Headworks Building, Blower Building, Operations/ Computer Center, Water Treatment Building, Maintenance Building, Maintenance Service Building, Dewatering Building) 10. Signage. The Recipient shall place a sign at least four feet tall by eight feet wide made of ¾ inch thick exterior grade plywood or other approved material in a prominent location on the Project site and shall maintain the sign in good condition for the duration of the construction period. The sign must include the following disclosure statement and color logos (available from the Division): “Funding for this Sterling Natural Resources Center Project has been provided in full or in part by the Proposition 1 – the Water Quality, Supply, and Infrastructure Improvement Act of 2014 and the Clean Water State Revolving Fund through an agreement with the State Water Resources Control Board. California’s Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds.” The Project sign may include another agency's required promotional information so long as the above logos and disclosure statement are equally prominent on the sign. The sign shall be prepared in a professional manner. The Recipient shall include the following disclosure statement in any document, written report, or brochure prepared in whole or in part pursuant to this Agreement: East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT A – SCOPE OF WORK A-3 “Funding for this project has been provided in full or in part through an agreement with the State Water Resources Control Board. California’s Clean Water State Revolving Fund is capitalized through a variety of funding sources, including grants from the United States Environmental Protection Agency and state bond proceeds. The contents of this document do not necessarily reflect the views and policies of the foregoing, nor does mention of trade names or commercial products constitute endorsement or recommendation for use.” East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT B – FUNDING AMOUNT B-1 1. Estimated Reasonable Cost. The estimated reasonable cost of the total Project, including associated planning and design costs is one hundred twenty-six million dollars and no cents ($126,000,000.00). 2. Project Financing. Subject to the terms of this Agreement, the State Water Board agrees to provide Project Funds in the amount of up to one hundred twenty-six million dollars and no cents ($126,000,000.00). A portion of this amount, six million seven hundred forty-two thousand one hundred twenty-five dollars and no cents ($6,742,125.00) is anticipated to be a grant. The estimated amount of principal that will be due to the State Water Board under this Agreement is one hundred nineteen million two hundred fifty-seven thousand eight hundred seventy-five dollars and no cents ($119,257,875.00). 3. Payment, Interest Rate, and Charges. The Recipient agrees to make all Installment Payments according to the schedule in Exhibit C at an interest rate of one and eight tenths percent (1.8%) per annum. The Recipient agrees to pay an Administrative Service Charge in lieu of interest to be reflected in Exhibit C. The Recipient agrees to pay a Small Community Grant Fund Charge in lieu of interest to be reflected in Exhibit C. 4. Proposition 1 Grant. Contingent on the Recipient’s performance of its obligations under this Agreement, of the Project Funding the State Water Board agrees to make a grant of up to six million seven hundred forty-two thousand one hundred twenty-five dollars and no cents ($6,742,125.00). Upon Completion of Construction, the State Water Board will prepare an alternate payment schedule reflecting this grant. 5. Useful Life. The useful life of this Project is at least thirty (30) years. 6. The Final Repayment date is September 30, 2050. 7. Budget costs are contained in the Project Cost Table, which is part of Exhibit A-FBA. (This Agreement will be amended to incorporate Exhibit A-FBA.) 8. Preliminary budget costs are as follows: Planning and design allowances: $11,500,000.00 Construction costs and disbursements are not available until after this Agreement has been amended to incorporate Exhibit A-FBA. Construction costs incurred prior to the Eligible Start Date are not eligible for reimbursement. Failure to begin construction according to the timelines set forth in Exhibit A may require the Recipient to repay to the State Water Board all disbursed Project Funds, including planning and design allowances. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT C – PAYMENT SCHEDULE C-1 See the attached preliminary Payment Schedules representing separate Prop 1 WR and SRF Installment Payments. The final Payment Schedules will be forwarded to the Recipient after all disbursements have been paid and construction of the Project has been completed. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT D – SPECIAL CONDITIONS D-1 Recipient acknowledges and agrees to the following special conditions: Environmental: 1. The Biological Opinion (FWS-SB-16B0182-17F0387) dated March 9, 2017, and amended (FWS- SB-16B0182-17F0387-R001) on August 11, 2017, issued by the United States Fish and Wildlife Service (USFWS) to Doug Eberhardt of the United States Environmental Protection Agency (USEPA), including, but not limited to, the following: • General Conservation Measures CM-1 through CM-5, • Species-specific Conservation Measures CM-6 through CM-17, • Reasonable and Prudent Measures 1 and 2, as outlined on pages 62 through 67, including Terms and Conditions 1-1 through 2-2, SBKR-1, and SAS-1-1 through SAS 1-2, and • The Recipient will remain responsible for implementation and documentation of compliance with the Terms and Conditions of the Biological Opinion’s incidental take statement (as amended) until all funds are disbursed and project implementation is complete, or the State Water Board no longer retains discretionary involvement or control over the Project, as described in A and B, below: A. If an incidental take permit is issued for the Upper Santa Ana River Habitat Conservation Plan (HCP), prior to completion of the USEPA and State Water Board actions and the HCP addresses any outstanding or ongoing project conservation measures, the USFWS will notify the USEPA and State Water Board that the terms of the Biological Opinion have been met. B. If the permit for the HCP is not issued six (6) months prior to the anticipated completion of the Project implementation, any unfulfilled obligations, including ongoing management of conservation lands included in the Project description by the Recipient, will be endowed and taken over by a conservation land manager identified by the Recipient. The Recipient will establish, subject to the approval of the State Water Board, USFWS and USEPA, an appropriate instrument to hold and disperse funds, identify an endowment manager to regulate disbursement of funds, and identify a conservation land manager. The Recipient will evaluate the adequacy of the endowment with a property analysis record, or equivalent analysis, approved by the USFWS. Once the conservation land manager has been identified and engaged and the funding instrument has been established and funded, the USFWS will notify the USEPA and State Water Board that terms of the Biological Opinion have been met. 2. The adopted March 15, 2016 Mitigation Monitoring and Reporting Program, including, but not limited to, the following mitigation measures: • AIR-1 through AIR-2 for air quality, • BIO-1 through BIO-5 for biological resources, • CUL-1 through CUL-5 for cultural resources, and • HYDRO-1 through HYDRO-5 for hydrology/water quality. The Recipient shall make no changes in the Project, construction area, or special conditions, without obtaining the appropriate and necessary prior approval(s) from the State Water Board, the USFWS, and/or the USEPA. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT D – SPECIAL CONDITIONS D-2 REPORTING TO THE STATE WATER BOARD 1. In its status reports submitted pursuant to this Agreement, the Recipient shall include a discussion of the status of its compliance with environmental measures identified in this Exhibit D. 2. In its Project Completion Report submitted pursuant to this Agreement, the Recipient shall include a discussion of compliance with environmental measures identified in this Exhibit D. Technical: 1. The Recipient must submit proof of submittal of the Report of Waste Discharge to Santa Ana Regional Water Quality Control Board and the Title 22 Report to the State Water Board’s Division of Drinking Water prior to construction funds being disbursed. The Agreement will not be amended to include the Final Budget Approval without receipt of these submittals. 2. The Recipient must submit a copy of the National Pollutant Discharge Elimination System permit of the Waste Discharge Requirements including reclamation requirements with the Project Completion Report. Final disbursement of the Project will not be processed until the notice is received by the Division. 3. Upon completion of the Project, the Recipient must update the treatment plant classification with the new treatment process with the State Water Board’s Office of Certification. Legal: 1. As a condition precedent to this Agreement, the Recipient must deliver an opinion of bond counsel and general counsel satisfactory to the State Water Board’s counsel. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT E – PROGRAMMATIC CONDITIONS & CROSS-CUTTERS E-1 The Recipient agrees to comply with the following federal conditions: (A) Federal Award Conditions (1) American Iron and Steel. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient shall not purchase “iron and steel products” produced outside of the United States on this Project. Unless the Recipient has obtained a waiver from USEPA on file with the State Water Board or unless this Project is not a project for the construction, alteration, maintenance or repair of a public water system or treatment work, the Recipient hereby certifies that all “iron and steel products” used in the Project were or will be produced in the United States. For purposes of this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. “Steel” means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements. (2) Wage Rate Requirements (Davis-Bacon). The Recipient shall include in full the language provided in Exhibit G of this Agreement in all contracts and subcontracts. (3) Signage Requirements. The Recipient shall comply with the USEPA’s Guidelines for Enhancing Public Awareness of SRF Assistance Agreements, dated June 3, 2015, as otherwise specified in this Agreement. (4) Public or Media Events. The Recipient shall notify the State Water Board and the EPA contact as provided in the notice provisions of this Agreement of public or media events publicizing the accomplishment of significant events related to this Project and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days’ notice. (5) EPA General Terms and Conditions (USEPA GTCs). The Recipient shall comply with applicable EPA general terms and conditions found at http://www.epa.gov/ogd, including but not limited to the following: (a) DUNS. No Recipient may receive funding under this Agreement unless it has provided its DUNS number to the State Water Board. (b) Executive Compensation. The Recipient shall report the names and total compensation of each of its five most highly compensated executives for the preceding completed fiscal year, as set forth in the USEPA GTCs. (c) Federal Exclusion or Disqualification. The Recipient represents and warrants that it and its principals are not excluded or disqualified from participating in this transaction as such terms are defined in Parts 180 and 1532 of Title 2 of the Code of Federal Regulations (2 CFR). If the Recipient is excluded after execution of this Agreement, the Recipient shall notify the Division within ten (10) days and shall inform the Division of the Recipient’s exclusion in any request for amendment of this Agreement. The Recipient shall comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. Such compliance is a condition precedent to the State Water Board’s performance of East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT E – PROGRAMMATIC CONDITIONS & CROSS-CUTTERS E-2 its obligations under this Agreement. When entering into a covered transaction as defined in Parts 180 and 1532 of 2 CFR, the Recipient shall require the other party to the covered transaction to comply with Subpart C of Part 180 of 2 CFR, as supplemented by Subpart C of Part 1532 of 2 CFR. (d) Conflict of Interest. To the extent applicable, the Recipient shall disclose to the State Water Board any potential conflict of interest consistent with USEPA’s Final Financial Assistance Conflict of Interest Policy at https://www.epa.gov/grants/epas- final-financial-assistance-conflict-interest-policy. A conflict of interest may result in disallowance of costs. (e) Copyright and Patent. i. USEPA and the State Water Board have the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement. ii. Where an invention is made with Project Funds, USEPA and the State Water Board retain the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention owned by the Recipient. The Recipient must utilize the Interagency Edison extramural invention reporting system at http://iEdison.gov and shall notify the Division when an invention report, patent report, or utilization report is filed. (f) Credit. The Recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this Agreement shall contain the following statement: “This project has been funded wholly or in part by the United States Environmental Protection Agency and the State Water Resources Control Board. The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency or the State Water Resources Control Board, nor does the EPA or the Board endorse trade names or recommend the use of commercial products mentioned in this document.” (g) Electronic and Information Technology Accessibility. The Recipient is encouraged to follow guidelines established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194, with respect to enabling individuals with disabilities to participate in its programs supported by this Project. (h) Trafficking in Persons. The Recipient, its employees, contractors and subcontractors and their employees may not engage in severe forms of trafficking in persons, procure a commercial sex act during the term of this Agreement, or use forced labor in the performance of this Agreement. The Recipient must include this provision in its contracts and subcontracts under this Agreement. The Recipient must inform the State Water Board immediately of any information regarding a violation of the foregoing. The Recipient understands that failure to comply with this provision may subject the State Water Board to loss of federal funds. The Recipient agrees to compensate the State Water Board for any such funds lost due to its failure to comply with this condition, or the failure of its contractors or subcontractors to comply with this condition. The State Water Board may unilaterally terminate this Agreement if the Recipient that is a private entity is East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT E – PROGRAMMATIC CONDITIONS & CROSS-CUTTERS E-3 determined to have violated the foregoing. Trafficking Victims Protection Act of 2000. (B) Super Cross-Cutters - Civil Rights Obligations. The Recipient must comply with the following federal non-discrimination requirements: (1) Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP). (2) Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities. (3) The Age Discrimination Act of 1975, which prohibits age discrimination. (4) Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex. (5) 40 CFR Part 7, as it relates to the foregoing. (C) WRRDA Conditions (1) Architectural and engineering contracts. Where the Recipient contracts for program management, construction management, feasibility studies, preliminary engineering, design, engineering, surveying, mapping, or architectural related services, the Recipient shall ensure that any such contract is negotiated in the same manner as a contract for architectural and engineering services is negotiated under chapter 11 of title 40, United States Code, or an equivalent State qualifications-based requirement as determined by the State Water Board. (2) Fiscal sustainability. The Recipient certifies that it has developed and is implementing a fiscal sustainability plan for the Project that includes an inventory of critical assets that are a part of the Project, an evaluation of the condition and performance of inventoried assets or asset groupings, a certification that the recipient has evaluated and will be implementing water and energy conservation efforts as part of the plan, and a plan for maintaining, repairing, and, as necessary, replacing the Project and a plan for funding such activities. (D) Cross-Cutters (1) Executive Order No. 11246. The Recipient shall include in its contracts and subcontracts related to the Project the following provisions: "During the performance of this contract, the contractor agrees as follows: "(a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT E – PROGRAMMATIC CONDITIONS & CROSS-CUTTERS E-4 "(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin. "(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. "(d) The contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. "(e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. "(f) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. "(g) The contractor will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of Sept. 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States." (2) Disadvantaged Business Enterprises (40 CFR Part 33). The Recipient agrees to comply with the requirements of USEPA’s Program for Utilization of Small, Minority and Women’s Business Enterprises. The DBE rule can be accessed at www.epa.gov/osbp . The Recipient shall comply with, and agrees to require its prime contractors to comply with 40 CFR Section 33.301, and retain all records documenting compliance with the six good faith efforts. (IUP) (3) Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans; 42 USC § 7606; 33 USC § 1368. Except where the purpose of this Agreement is to remedy the cause of the violation, the Recipient may not procure goods, services, or materials from suppliers excluded under the federal System for Award Management: http://www.sam.gov/. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT E – PROGRAMMATIC CONDITIONS & CROSS-CUTTERS E-5 (4) Uniform Relocation and Real Property Acquisition Policies Act, Pub. L. 91-646, as amended; 42 USC §§4601-4655. The Recipient must comply with the Act’s implementing regulations at 49 CFR 24.101 through 24.105. (5) The Recipient agrees that if its network or information system is connected to USEPA networks to transfer data using systems other than the Environmental Information Exchange Network or USEPA’s Central Data Exchange, it will ensure that any connections are secure. (E) Geospatial Data Standards All geospatial data created pursuant to this Agreement that is submitted to the State Water Board for use by USEPA or that is submitted directly to USEPA must be consistent with Federal Geographic Data Committee endorsed standards. Information on these standards may be found at www.fgdc.gov. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT F – SCHEDULE OF SYSTEM OBLIGATIONS F-1 Except for the following and the Obligation evidenced by this Agreement, the Recipient certifies that it has no outstanding System Obligations or other material debt, and that it is in compliance with all applicable additional debt provisions of the following: The following outstanding debt is senior to the Obligation: Title NONE The following outstanding debt is on parity with the Obligation: Title 2010 Revenue Bonds 2013A Revenue Bonds DWSRF Contract 2010CX119 DWSRF Contract 2010PX102 The following outstanding debt is subordinate to the Obligation: Title US Bankcorp Loan San Bernardino Valley Municipal Water District Loan East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-1 For purposes of this Exhibit only, “subrecipient” or “sub recipient” means the Recipient as defined in this Agreement. For purposes of this Exhibit only, “recipient” or “State recipient” means the State Water Board. I. Requirements for Sub Recipients That Are Governmental Entities: If a sub recipient has questions regarding when Davis-Bacon (DB) applies, obtaining the correct DB wage determinations, DB provisions, or compliance monitoring, it may contact the State Water Board at DavisBacon@waterboards.ca.gov or phone (916) 327-7323. The recipient or sub recipient may also obtain additional guidance from DOL’s web site at http://www.dol.gov/whd/ 1. Applicability of the Davis- Bacon (DB) prevailing wage requirements. DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works carried out in whole or in part with assistance made available by a State water pollution control revolving fund and to any construction project carried out in whole or in part by assistance made available by a drinking water treatment revolving loan fund. If a sub recipient encounters a unique situation at a site that presents uncertainties regarding DB applicability, the sub recipient must discuss the situation with the recipient State before authorizing work on that site. 2. Obtaining Wage Determinations. (a) Sub recipients shall obtain the wage determination for the locality in which a covered activity subject to DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that subcontractors follow the wage determination incorporated into the prime contract. (i) While the solicitation remains open, the sub recipient shall monitor www.wdol.gov weekly to ensure that the wage determination contained in the solicitation remains current. The sub recipients shall amend the solicitation if DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the sub recipients may request a finding from the State recipient that there is not a reasonable time to notify interested contractors of the modification of the wage determination. The State recipient will provide a report of its findings to the sub recipient. (ii) If the sub recipient does not award the contract within 90 days of the closure of the solicitation, any modifications or supersedes DOL makes to the wage determination contained in the solicitation shall be effective unless the State recipient, at the request of the sub recipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The sub recipient shall monitor www.wdol.gov on a weekly basis if it does not award the contract within 90 days of closure of the solicitation to ensure that wage determinations contained in the solicitation remain current. (b) If the sub recipient carries out activity subject to DB by issuing a task order, work assignment or similar instrument to an existing contractor (ordering instrument) rather than by publishing a solicitation, the sub recipient shall insert the appropriate DOL wage determination from www.wdol.gov into the ordering instrument. (c) Sub recipients shall review all subcontracts subject to DB entered into by prime contractors to verify that the prime contractor has required its subcontractors to include the applicable wage determinations. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-2 (d) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to a sub recipient’s contract after the award of a contract or the issuance of an ordering instrument if DOL determines that the sub recipient has failed to incorporate a wage determination or has used a wage determination that clearly does not apply to the contract or ordering instrument. If this occurs, the sub recipient shall either terminate the contract or ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL’s wage determination retroactive to the beginning of the contract or ordering instrument by change order. The sub recipient’s contractor must be compensated for any increases in wages resulting from the use of DOL’s revised wage determination. 3. Contract and Subcontract provisions. (a) The Recipient shall insure that the sub recipient(s) shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a treatment work under the CWSRF or a construction project under the DWSRF - financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in 29 CFR § 5.1 or, for CWSRF projects, the FY 2015 Water Resource Reform and Development Act, or for DWSRF projects, the Consolidated Appropriations Act, 2017, the following clauses: (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Sub recipients may obtain wage determinations from the U.S. Department of Labor’s web site, www.dol.gov. (ii)(A) The sub recipient(s), on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The State award official shall approve a request for an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-3 (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the sub recipient(s) agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), documentation of the action taken and the request, including the local wage determination shall be sent by the sub recipient (s) to the State award official. The State award official will transmit the request, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification request within 30 days of receipt and so advise the State award official or will notify the State award official within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the sub recipient(s) do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer the request and the local wage determination, including the views of all interested parties and the recommendation of the State award official, to the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt of the request and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account asset for the meeting of obligations under the plan or program. (2) Withholding. The sub recipient(s), shall upon written request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-4 work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls to the sub recipient, that is, the entity that receives the sub-grant or loan from the State capitalization grant recipient. Such documentation shall be available on request of the State recipient or EPA. As to each payroll copy received, the sub recipient shall provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at https://www.dol.gov/whd/forms/index.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the sub recipient(s) for transmission to the State or EPA if requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sub recipient(s). (B) Each payroll submitted shall be accompanied by a “Statement of Compliance,” signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-5 (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the State, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency or State may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-6 determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR part 30. (5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and sub recipient(s), State, EPA, the U.S. Department of Labor, or the employees or their representatives. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-7 (10) Certification of eligibility. (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 4. Contract Provision for Contracts in Excess of $100,000. (a) Contract Work Hours and Safety Standards Act. The sub recipient shall insert the following clauses set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1) of this section, in the sum of $25 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The sub recipient, upon written request of the EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of this section. (b) In addition to the clauses contained in Item 3, above, in any contract subject only to the East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT G – DAVIS-BACON REQUIREMENTS G-8 Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the Sub recipient shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Sub recipient shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the USEPA and the Department of Labor and the State Water Board, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. 5. Compliance Verification (a) The sub recipient shall periodically interview a sufficient number of employees entitled to DB prevailing wages (covered employees) to verify that contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(3), all interviews must be conducted in confidence. The sub recipient must use Standard Form 1445 (SF 1445) or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. (b) The sub recipient shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. Sub recipients must conduct more frequent interviews if the initial interviews or other information indicated that there is a risk that the contractor or subcontractor is not complying with DB. Sub recipients shall immediately conduct interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence." (c) The sub recipient shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that contractors or subcontractors are paying the appropriate wage rates. The sub recipient shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, if practicable, the sub recipient should spot check payroll data within two weeks of each contractor or subcontractor’s submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. Sub recipients must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the contractor or subcontractor is not complying with DB. In addition, during the examinations the sub recipient shall verify evidence of fringe benefit plans and payments there under by contractors and subcontractors who claim credit for fringe benefit contributions. (d) The sub recipient shall periodically review contractors’ and subcontractors’ use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that contractors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above. (e) Sub recipients must immediately report potential violations of the DB prevailing wage requirements to the EPA DB contact listed above and to the appropriate DOL Wage and Hour District Office listed at http://www.dol.gov/whd/america2.htm. East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT H – COMPLIANCE WITH CROSS-CUTTING STATE AUTHORITIES H-1 1. WATER CONVSERVATION REGULATIONS The Recipient certifies that it complies with and shall continue to comply with Article 2 of Chapter 3.5 of Division 3 of Title 23 of the California Code of Regulations. The Recipient will include a discussion of its implementation of such requirements, as applicable, in reports submitted pursuant to Section 2.15 of this Agreement. 2. CALIFORNIA DEBT INVESTMENT ADVISORY COMMISSION (CDIAC) Where Recipient is a public entity, Recipient acknowledges its responsibility to file debt obligations with the CDIAC. Recipient understands that CDIAC has waived filing fees for State Water Board SRF debt. 3. COMPLIANCE WITH STATE REQUIREMENTS Recipient represents that it complies with the following conditions precedent and agrees that shall continue to maintain compliance: (a) Monthly Water Diversion Reporting If Recipient is a water diverter, Recipient must maintain compliance with Water Code section 5103, subdivision (e)(2)(A) by submitting monthly diversion reports to the Division of Water Rights of the State Water Resources Control Board. (b) Public Works Contractor Registration with Department Of Industrial Relations To bid for public works contracts, Recipient and Recipient’s subcontractors must register with the Department of Industrial Relations as required by Labor Code sections 1725.5 and 1771.1. (c) Volumetric Pricing & Water Meters If Recipient is an “urban water supplier” as defined by Water Code section 10617, Recipient must charge each customer for actual water volume measured by water meter according to the requirements of Water Code sections 526 and 527. Section 527 further requires that such suppliers not subject to section 526 install water meters on all municipal and industrial service connections within their service area by 2025. (d) Urban Water Management Plan If Recipient is an “urban water supplier” as defined by Water Code section 10617, the Recipient certifies that this Project complies with the Urban Water Management Planning Act (Water Code, § 10610 et seq.). This shall constitute a condition precedent to this Agreement. (e) Urban Water Demand Management If Recipient is an “urban water supplier” as defined by Water Code section 10617, Recipient must comply with water conservation measures established by SBx7-7. (Water Code, Sec. 10608.56.) (f) Delta Plan Consistency Findings If Recipient is a state or local public agency and the proposed action is covered by the Delta Plan, Recipient must submit certification of project consistency with the Delta Plan to the Delta East Valley Water District Agreement No.: D17-01042 Project No.: C-06-8106-110 EXHIBIT H – COMPLIANCE WITH CROSS-CUTTING STATE AUTHORITIES H-2 Stewardship Council according to the requirements of Water Code section 85225 and California Code of Regulations, title 23, section 5002. (g) Agricultural Water Management Plan Consistency If Recipient is an agricultural water supplier as defined by Water Code section 10608.12, Recipient must comply with Agricultural Water Management Planning requirements as mandated by Water Code section 10852. (h) Charter City Project Labor Requirements If Recipient is a charter city as defined in Labor Code section 1782, subdivision (d)(2), Recipient will comply with the requirements of Labor Code section 1782 and Public Contract Code section 2503 as discussed in the following subparts (1) and (2). (1) Prevailing Wage Recipient certifies that it is eligible for state funding assistance notwithstanding Labor Code section 1782. Specifically, Recipient certifies that no charter provision nor ordinance authorizes a construction project contractor not to comply with Labor Code’s prevailing wage rate requirements, nor, within the prior two years (starting from January 1, 2015 or after) has the city awarded a public works contract without requiring the contractor to comply with such wage rate requirements according to Labor Code section 1782. (2) Labor Agreements Recipient certifies that no charter provision, initiative, or ordinance limits or constrains the city’s authority or discretion to adopt, require, or utilize project labor agreements that include all the taxpayer protection antidiscrimination provisions of Public Contract Code section 2500 in construction projects, and that Recipient is accordingly eligible for state funding or financial assistance pursuant to Public Contract Code section 2503. Ref Num Due Date Date Received Principal Payment Interest Rate% Interest Payment Total P and I Payment Total Payment Ending Balance CPI Interest 1 9/30/2021 1,482,432.63 1.800 918,014.97 2,400,447.60 2,400,447.60 53,864,234.37 0.00 2 9/30/2022 1,686,934.85 1.800 1,035,076.25 2,722,011.10 2,722,011.10 59,457,303.52 0.00 3 9/30/2023 1,662,418.47 1.800 1,076,671.39 2,739,089.86 2,739,089.86 58,168,214.05 0.00 4 9/30/2024 1,692,062.01 1.800 1,047,027.85 2,739,089.86 2,739,089.86 56,476,152.04 0.00 5 9/30/2025 1,722,519.12 1.800 1,016,570.74 2,739,089.86 2,739,089.86 54,753,632.92 0.00 6 9/30/2026 1,753,524.47 1.800 985,565.39 2,739,089.86 2,739,089.86 53,000,108.45 0.00 7 9/30/2027 1,785,087.91 1.800 954,001.95 2,739,089.86 2,739,089.86 51,215,020.54 0.00 8 9/30/2028 1,817,219.49 1.800 921,870.37 2,739,089.86 2,739,089.86 49,397,801.05 0.00 9 9/30/2029 1,849,929.44 1.800 889,160.42 2,739,089.86 2,739,089.86 47,547,871.61 0.00 10 9/30/2030 1,883,228.17 1.800 855,861.69 2,739,089.86 2,739,089.86 45,664,643.44 0.00 11 9/30/2031 1,917,126.28 1.800 821,963.58 2,739,089.86 2,739,089.86 43,747,517.16 0.00 12 9/30/2032 1,951,634.55 1.800 787,455.31 2,739,089.86 2,739,089.86 41,795,882.61 0.00 13 9/30/2033 1,986,763.97 1.800 752,325.89 2,739,089.86 2,739,089.86 39,809,118.64 0.00 14 9/30/2034 2,022,525.72 1.800 716,564.14 2,739,089.86 2,739,089.86 37,786,592.92 0.00 15 9/30/2035 2,058,931.19 1.800 680,158.67 2,739,089.86 2,739,089.86 35,727,661.73 0.00 16 9/30/2036 2,095,991.95 1.800 643,097.91 2,739,089.86 2,739,089.86 33,631,669.78 0.00 17 9/30/2037 2,133,719.80 1.800 605,370.06 2,739,089.86 2,739,089.86 31,497,949.98 0.00 18 9/30/2038 2,172,126.76 1.800 566,963.10 2,739,089.86 2,739,089.86 29,325,823.22 0.00 19 9/30/2039 2,211,225.04 1.800 527,864.82 2,739,089.86 2,739,089.86 27,114,598.18 0.00 20 9/30/2040 2,251,027.09 1.800 488,062.77 2,739,089.86 2,739,089.86 24,863,571.09 0.00 21 9/30/2041 2,291,545.58 1.800 447,544.28 2,739,089.86 2,739,089.86 22,572,025.51 0.00 22 9/30/2042 2,332,793.40 1.800 406,296.46 2,739,089.86 2,739,089.86 20,239,232.11 0.00 23 9/30/2043 2,374,783.68 1.800 364,306.18 2,739,089.86 2,739,089.86 17,864,448.43 0.00 24 9/30/2044 2,417,529.79 1.800 321,560.07 2,739,089.86 2,739,089.86 15,446,918.64 0.00 25 9/30/2045 2,461,045.32 1.800 278,044.54 2,739,089.86 2,739,089.86 12,985,873.32 0.00 26 9/30/2046 2,505,344.14 1.800 233,745.72 2,739,089.86 2,739,089.86 10,480,529.18 0.00 27 9/30/2047 2,550,440.33 1.800 188,649.53 2,739,089.86 2,739,089.86 7,930,088.85 0.00 28 9/30/2048 2,596,348.26 1.800 142,741.60 2,739,089.86 2,739,089.86 5,333,740.59 0.00 29 9/30/2049 2,643,082.53 1.800 96,007.33 2,739,089.86 2,739,089.86 2,690,658.06 0.00 30 9/30/2050 2,690,658.06 1.800 48,431.85 2,739,089.91 2,739,089.91 0.00 0.00 63,000,000.00 18,816,974.83 81,816,974.83 81,816,974.83 0.00 Page 1 of 1 5/15/2018 California CWSRF Payment Schedule Project No. 8106-110 - East Valley Water District Agreement: - based on Actual + Projected Disbursements Sterling Natural Resource Center Interest rate:1.80000% Principal is paid over:30 Years Ref Num Due Date Date Received Principal Payment Interest Rate% Interest Payment Total P and I Payment Total Payment Ending Balance CPI Interest 1 9/30/2021 1,462,050.73 1.800 909,946.38 2,371,997.11 2,371,997.11 53,225,826.82 0.00 2 9/30/2022 1,458,049.95 1.800 983,803.37 2,441,853.32 2,441,853.32 53,337,774.32 0.00 3 9/30/2023 1,481,773.38 1.800 960,079.94 2,441,853.32 2,441,853.32 51,856,000.94 0.00 4 9/30/2024 1,508,445.30 1.800 933,408.02 2,441,853.32 2,441,853.32 50,347,555.64 0.00 5 9/30/2025 1,535,597.32 1.800 906,256.00 2,441,853.32 2,441,853.32 48,811,958.32 0.00 6 9/30/2026 1,563,238.07 1.800 878,615.25 2,441,853.32 2,441,853.32 47,248,720.25 0.00 7 9/30/2027 1,591,376.36 1.800 850,476.96 2,441,853.32 2,441,853.32 45,657,343.89 0.00 8 9/30/2028 1,620,021.13 1.800 821,832.19 2,441,853.32 2,441,853.32 44,037,322.76 0.00 9 9/30/2029 1,649,181.51 1.800 792,671.81 2,441,853.32 2,441,853.32 42,388,141.25 0.00 10 9/30/2030 1,678,866.78 1.800 762,986.54 2,441,853.32 2,441,853.32 40,709,274.47 0.00 11 9/30/2031 1,709,086.38 1.800 732,766.94 2,441,853.32 2,441,853.32 39,000,188.09 0.00 12 9/30/2032 1,739,849.93 1.800 702,003.39 2,441,853.32 2,441,853.32 37,260,338.16 0.00 13 9/30/2033 1,771,167.23 1.800 670,686.09 2,441,853.32 2,441,853.32 35,489,170.93 0.00 14 9/30/2034 1,803,048.24 1.800 638,805.08 2,441,853.32 2,441,853.32 33,686,122.69 0.00 15 9/30/2035 1,835,503.11 1.800 606,350.21 2,441,853.32 2,441,853.32 31,850,619.58 0.00 16 9/30/2036 1,868,542.17 1.800 573,311.15 2,441,853.32 2,441,853.32 29,982,077.41 0.00 17 9/30/2037 1,902,175.93 1.800 539,677.39 2,441,853.32 2,441,853.32 28,079,901.48 0.00 18 9/30/2038 1,936,415.09 1.800 505,438.23 2,441,853.32 2,441,853.32 26,143,486.39 0.00 19 9/30/2039 1,971,270.56 1.800 470,582.76 2,441,853.32 2,441,853.32 24,172,215.83 0.00 20 9/30/2040 2,006,753.44 1.800 435,099.88 2,441,853.32 2,441,853.32 22,165,462.39 0.00 21 9/30/2041 2,042,875.00 1.800 398,978.32 2,441,853.32 2,441,853.32 20,122,587.39 0.00 22 9/30/2042 2,079,646.75 1.800 362,206.57 2,441,853.32 2,441,853.32 18,042,940.64 0.00 23 9/30/2043 2,117,080.39 1.800 324,772.93 2,441,853.32 2,441,853.32 15,925,860.25 0.00 24 9/30/2044 2,155,187.84 1.800 286,665.48 2,441,853.32 2,441,853.32 13,770,672.41 0.00 25 9/30/2045 2,193,981.22 1.800 247,872.10 2,441,853.32 2,441,853.32 11,576,691.19 0.00 26 9/30/2046 2,233,472.88 1.800 208,380.44 2,441,853.32 2,441,853.32 9,343,218.31 0.00 27 9/30/2047 2,273,675.39 1.800 168,177.93 2,441,853.32 2,441,853.32 7,069,542.92 0.00 28 9/30/2048 2,314,601.55 1.800 127,251.77 2,441,853.32 2,441,853.32 4,754,941.37 0.00 29 9/30/2049 2,356,264.38 1.800 85,588.94 2,441,853.32 2,441,853.32 2,398,676.99 0.00 30 9/30/2050 2,398,676.99 1.800 43,176.19 2,441,853.18 2,441,853.18 0.00 0.00 56,257,875.00 16,927,868.25 73,185,743.25 73,185,743.25 0.00 Page 1 of 1 5/15/2018 California Water Recycling Programs Payment Schedule Project No. 8106-110 - East Valley Water District Agreement: - based on Actual + Projected Disbursements Sterling Natural Resource Center Interest rate:1.80000% Principal is paid over:30 Years