2020 Grand Jury Report - Complete PDF for Easy Online Reading

R1

The Grand Jury recommends ATCAA identify a means to replace the truck used for food suicide, substance and child abuse.” Grant funding for YES partnership comes from Tuolumne bank pick up, delivery and distribution, through funding sources such as grants, loans, County Behavioral Health and the Sonora Area Foundation, in addition to some private donations. budgeting for replacement, and/or donations and community fund-raising efforts. (F1) The partnership is managed by an Executive Committee and ATCAA acts as the fiscal agent. Commendation The partnership consists of a 13-sector coalition, including members of local law enforcement, education, public health, faith-based communities, families, and youth. The work of the part- The Grand Jury initially decided to investigate ATCAA out of a desire to learn more about the nership includes multiple training opportunities for members of the community. Trainings in- agency. Most of us had only a limited understanding of the services ATCAA provides to the com- munity of Tuolumne County. During the investigation we learned of the compelling history of Com- Thomson Reuters Westlaw; California Code of Regulations - § 100605. munity Action Agencies, and were subsequently deeply impressed by the professionalism, innova- Tripartite Board Composition tion and creativity, and dedication to our community demonstrated by ATCAA. People from all walks https://govt.westlaw.com/calregs/Document/I8957DE20D4C011DE8879F88E8B0DAAAE?view of life, often with successful careers in the private sector, have come to direct the agency and are Type=FullText&originationContext=documenttoc&transitionType=CategoryPageItem&context- managing the programs and services with the highest degree of integrity and compassion for the Data=(sc.Default) clients of Tuolumne County. There is an open atmosphere of cooperation with the entire Motherlode area, including non-agency programs in both Calaveras and Mariposa counties. The programs and Tuolumne County Economic Data - statistics and demographics services discussed in this report represent only a partial accounting of the diverse and comprehensive https://datausa.io/profile/geo/tuolumne-county-ca work that ATCAA does in the community, and the Grand Jury commends ATCAA for a job well done. CDBG: Community Development Block Grant Programs - HUD website Bibliography https://www.hudexchange.info/programs/cdbg/ Amador Tuolumne Community Action Agency - Website https://www.atcaa.org Second Harvest Food Bank of San Joaquin and Stanislaus Counties https://www.feedingamerica.org/find-your-local-foodbank/second-harvest-food-bank-of-san-joa- 4 ATCAA 2019 Annual Report quin-and-stanislaus-counties 4 ATCAA Board of Directors Roster (from website) 4 ATCAA Board By-Laws - adopted 1981; Current revision December 13, 2019 California Association of Food Banks http://www.cafoodbanks.org 4 ATCAA Audited Basic Financial Statements, Izabal, Bernaciak & Company, CPA - for the year ended June 30, 2019 Fooducate (website/app - ATCAA Food Bank resource for healthy food items) 4 ATCAA Income statement by department - 7/1/19 to 12/31/19 https://www.fooducate.com 4 ATCAA Fiscal Officer Narrative - 2/2020 4 2019 ATCAA Food Bank Poundages Thomson Reuters Westlaw - California Code of Regulations: § 2027. In-Use On-Road Diesel- 4 Tuolumne County ATCAA Food Donation/Distribution Summaries - 7/2019 to 2/2020 Fueled Heavy-Duty Drayage Trucks 4 ATCAA List of Housing Program Funds; Contracts and Grant descriptions https://govt.westlaw.com/calregs/Document/I2AB20E90119F11E1A2C38BD546D5DB2F?view- 4 ATCAA Housing Resources Organizational Chart as of August 2019 Not Just the Tip of the Type=FullText&originationContext=documenttoc&transitionType=CategoryPageItem&context- Iceberg - YES Partnership suicide statistics; Tuolumne County 2018 Data=(sc.Default)&bhcp=1 California Department of Health Data Brief, Overview of Homicide and Suicide Deaths in YES Partnership website http://www.yespartnership.net California, March 2019 HUD Exchange: Homeless Management Information System HHS - Office of the Assistant Secretary for Planning and Evaluation; Poverty guidelines https://www.hudexchange.info/programs/hmis/ 1/8/2020 Central Sierra Continuum of Care website https://www.centralsierracoc.org US Census Bureau - American Factfinder/2013 - 2017 American Community Survey 5-year estimates: Tuolumne County employment demographics Give Someone a Chance website https://givesomeoneachancetc.org Economic Opportunity Act of 1964 Ocean Protection Council - Prop. 84: Safe Drinking Water, Water Quality and Supply, Flood https://en.wikipedia.org/wiki/Economic_Opportunity_Act_of_1964 Control, River and Coastal Protection Bond Act of 2006 http://www.opc.ca.gov/prop-84/ Community Services Block Grant https://en.wikipedia.org/wiki/Community_Services_Block_Grant Reports issued by the grand jury do not identify the individuals who have been interviewed. Penal Code §929 requires that reports of the grand jury not contain the name of any person John F. Kennedy Presidential Library and Museum: R Sargent Shriver or facts leading to the identity of any person who provides information to the grand jury. https://www.jfklibrary.org/learn/about-jfk/the-kennedy-family/r-sargent-shriver What is a Community Action Agency? http://communityservices.us/about/detail/category/community-action-agency/ Tuolumne County Tuolumne County Employment Practices Employment Practices Rules, Regs and Recruiting Rules, Regs and Recruiting June 30, 2020

R11

Modify the November 2018 Communications Plan to target a date that the GCSD lished date of the expects to transition from “crisis” mode to “regular and routine” operations report. mode. (F1, F2, F3, F4) Yes Offered Explanation Yes Implemented Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific subject of the findings issues, offer excuses, that it would take the date by which it

R2

The Grand Jury recommends continued compassionate and respectful treatment of inmates as warranted. (F2) California Code of Regulations, Title 15, Minimum Standards for Local Detention Facilities

R11

Modify the November 2018 Communications Plan to target a date that the GCSD lished date of the expects to transition from “crisis” mode to “regular and routine” operations report. mode. (F1, F2, F3, F4) Yes Offered Explanation Yes Implemented Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific subject of the findings issues, offer excuses, that it would take the date by which it

R3

The Grand Jury recommends 1997 Personnel Rules and Regulations are updated, approved, and posted to the County website by December 31, 2020. (F3) State of California Fair Political Practices Commission Letter of Advice: File No. A-19-034; dated August 21, 2019

R11

Modify the November 2018 Communications Plan to target a date that the GCSD lished date of the expects to transition from “crisis” mode to “regular and routine” operations report. mode. (F1, F2, F3, F4) Yes Offered Explanation Yes Implemented Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific subject of the findings issues, offer excuses, that it would take the date by which it

R4

The Grand Jury recommends County Administration and Human Resources develop a Key Employee Succession plan by June 30, 2021. (F4) Tuolumne County Board of Supervisors Meeting Materials, June 18, 2019 Request for Responses Tuolumne County Public Defender Position Description, April 2019 Tuolumne County Board of Supervisors Agenda Report: Employment Agreement Public The following responses are required, pursuant to California Penal Code §933 and §933.05, Defender, June 18, 2019 no later than 90 days after the Grand Jury submits a final report on the operations of any public agency subject to the reviewing authority, the governing body of the public agency shall com- ment to the presiding judge of the superior court on the findings and recommendations pertain- Tuolumne County 2017-2020 Executive/Confidential Unit Compensation Plan, and Tuolumne County Organizational Chart - Exhibit A: amendments thereto Tuolumne County Code, Chapter 2.12.110; Appointment of Department Heads Tuolumne County Personnel Rules and Regulations, August 1997 Tuolumne County Compensation and Classification Study, Koff & Associates, 2014 Tuolumne County Job Code Listing https://www.tuolumnecounty.ca.gov/DocumentCenter/View/11761/Classification-Listing Tuolumne County Pay Range/Step Table https://www.tuolumnecounty.ca.gov/DocumentCenter/View/527/Pay_Ranges?bidId= Deputy County Counsel Email to Union Democrat, June 3, 2019

R11

Modify the November 2018 Communications Plan to target a date that the GCSD lished date of the expects to transition from “crisis” mode to “regular and routine” operations report. mode. (F1, F2, F3, F4) Yes Offered Explanation Yes Implemented Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific subject of the findings issues, offer excuses, that it would take the date by which it

R5

The Grand Jury recommends replacing electrical panels or installing a waterproof wall separating the plumbing from the electrical. (F5) Tuolumne County Sheriff’s Department Policy and Procedures Manual Request for Responses Tuolumne County Jail Training Manual Tuolumne County Inmate Orientation and Rule Book, October 2016 The following responses are required, pursuant to California Penal Code §933 and §933.05, no later than 90 days after the Grand Jury submits a final report on the operations of any Tuolumne County Jail Inmate Grievances and Responses thereto public agency subject to the reviewing authority, the governing body of the public agency shall comment to the presiding judge of the superior court on the findings and recommendations

R7

Create a procedure regarding communications with the public that includes F9. The GCSD is heavily scrutinized by a small group of community members who training of consultants/subconsultants on how to handle sensitive and difficult emphasize shortcomings while not equally acknowledging improvements. issues and complaints. (F6, F8, F9) Recommendation:

R15

Require on-site, regularly scheduled 40 hours for a full-time General Manager. (F7) Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific Did the agency’s Did the agency Did the agency’s Did the agency subject of the findings issues, offer excuses, that it would take the date by which it response address the attempt to avoid the response indicate provide a specific and recommenda- or accept and begin necessary action to would take the subject of the findings issues, offer excuses, that it would take the date by which it tions? to implement the correct the problem? necessary corrective and recommenda- or accept and begin necessary action to would take the action within six action? tions? to implement the correct the problem? necessary corrective months of the pub- action within six action? lished date of the months of the pub- report. lished date of the report. Yes Accepted Yes Implemented Yes Accepted Yes Yes

R7

Create a procedure regarding communications with the public that includes F9. The GCSD is heavily scrutinized by a small group of community members who training of consultants/subconsultants on how to handle sensitive and difficult emphasize shortcomings while not equally acknowledging improvements. issues and complaints. (F6, F8, F9) Recommendation:

R8

Undertake an annual community building event (such as a picnic or potluck) that and recommenda- or accept and begin necessary action to would take the is out of the board room context and encourage open discourse among tions? to implement the correct the problem? necessary corrective rate-payers, staff, and board members to foster better relationships. (F8, F9) action within six action? months of the pub- lished date of the Did the agency’s Did the agency Did the agency’s Did the agency report. response address the attempt to avoid the response indicate provide a specific subject of the findings issues, offer excuses, that it would take the date by which it Yes Rejected No No and recommenda- or accept and begin necessary action to would take the tions? to implement the correct the problem? necessary corrective action within six action? months of the pub-

R9

Develop a clear reporting structure for handling complaints by identifying and Did the agency’s Did the agency Did the agency’s Did the agency publishing names with contact information including phone numbers for the response address the attempt to avoid the response indicate provide a specific currently undesignated “outside consultants” identified to field complaints subject of the findings issues, offer excuses, that it would take the date by which it against the GCSD in Resolution 2019-02, and not allow these “outside and recommenda- or accept and begin necessary action to would take the consultants” to be funded by the GM Consultant. (F8, F9) tions? to implement the correct the problem? necessary corrective action within six action? months of the pub- lished date of the report. Yes Accepted Yes Implemented

R10

Combine the public and staff complaint reporting structures for one method for handling complaints in which both the public and GCSD staff have access to the currently undesignated “outside consultants” identified in Resolution 2019-02. (F8, F9) Findings leading to recommendation:

R7

Create a procedure regarding communications with the public that includes F9. The GCSD is heavily scrutinized by a small group of community members who training of consultants/subconsultants on how to handle sensitive and difficult emphasize shortcomings while not equally acknowledging improvements. issues and complaints. (F6, F8, F9) Recommendation:

R8

Undertake an annual community building event (such as a picnic or potluck) that and recommenda- or accept and begin necessary action to would take the is out of the board room context and encourage open discourse among tions? to implement the correct the problem? necessary corrective rate-payers, staff, and board members to foster better relationships. (F8, F9) action within six action? months of the pub- lished date of the Did the agency’s Did the agency Did the agency’s Did the agency report. response address the attempt to avoid the response indicate provide a specific subject of the findings issues, offer excuses, that it would take the date by which it Yes Rejected No No and recommenda- or accept and begin necessary action to would take the tions? to implement the correct the problem? necessary corrective action within six action? months of the pub-

R9

Develop a clear reporting structure for handling complaints by identifying and Did the agency’s Did the agency Did the agency’s Did the agency publishing names with contact information including phone numbers for the response address the attempt to avoid the response indicate provide a specific currently undesignated “outside consultants” identified to field complaints subject of the findings issues, offer excuses, that it would take the date by which it against the GCSD in Resolution 2019-02, and not allow these “outside and recommenda- or accept and begin necessary action to would take the consultants” to be funded by the GM Consultant. (F8, F9) tions? to implement the correct the problem? necessary corrective action within six action? months of the pub- lished date of the report. Yes Accepted Yes Implemented

R10

Combine the public and staff complaint reporting structures for one method for handling complaints in which both the public and GCSD staff have access to the currently undesignated “outside consultants” identified in Resolution 2019-02. (F8, F9) Findings leading to recommendation:

R12

Change Board meeting times and agenda items to accomodate more local action within six action? residents who work during the day and limit meetings to two hours. (F9, F10) months of the pub- lished date of the report. Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific Yes Rejected Yes Implemented subject of the findings issues, offer excuses, that it would take the date by which it and recommenda- or accept and begin necessary action to would take the tions? to implement the correct the problem? necessary corrective

R12

Change Board meeting times and agenda items to accomodate more local action within six action? residents who work during the day and limit meetings to two hours. (F9, F10) months of the pub- lished date of the report. Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific Yes Rejected Yes Implemented subject of the findings issues, offer excuses, that it would take the date by which it and recommenda- or accept and begin necessary action to would take the tions? to implement the correct the problem? necessary corrective

R13

Document the substance of key discussions during Board meetings in Board mi- part-time work at several other districts. nutes, and insert a timestamp in Board minutes to cross reference audio recordings. (F11) Recommendation:

R14

Update GCSD website’s Board agenda packet links to include labels with dates, active links to the Policy and Procedures Manual, and include all supporting exhibits in Resolution links. (F12) Did the agency’s Did the agency Did the agency’s Did the agency response address the attempt to avoid the response indicate provide a specific subject of the findings issues, offer excuses, that it would take the date by which it and recommenda- or accept and begin necessary action to would take the tions? to implement the correct the problem? necessary corrective action within six action? months of the pub- lished date of the report. Yes Accepted Yes Yes Appendex A IT IS MUTUALLY AGREED by and between DISTRICT and OWNER as follows: Document 6.a: Mountain Springs Water Agreement 1. Recitals. The foregoing recitals are incorporated by reference as if fully set forth herein. (Document format may differ slightly from original.) 2. Water Rights. This Agreement for Water Supply to the Mountain Springs Golf Course, RECORDED AT REQUEST OF hereafter referred to as "Agreement", confers no right to a water supply, but does confer the AND RETURN TO: ability to receive both Recycled Water and raw water under the same terms and conditions as TUOLUMNE UTILITIES DISTRICT the applicable class of customer in the District's most current Water Rules and Regulations. 18885 Nugget Blvd. Sonora, CA 95370 3. Definitions. AGREEMENT FOR WATER SUPPLY a. Recycled Water. Water treated at DISTRICT's Sonora Regional Wastewater TO THE MOUNTAIN SPRINGS GOLF COURSE Treatment Plant and available for delivery by DISTRICT to OWNER under this Agreement subject to such terms and conditions as may be imposed by Law. Recycled THIS AGREEMENT is executed on February 26, 2019, by and between TUOLUMNE Water does not include raw water as defined below. UTILITIES DISTRICT, a California special district organized pursuant to Water Code § 30000 et seq., hereinafter called DISTRICT, and the TUOLUMNE ECONOMIC DEVELOPMENT AU- b. Raw Water. Untreated or "raw" water delivered through the DISTRICT'S raw water THORITY, INC., a federally chartered corporation wholly owned by the TUOLUMNE BAND system and made available to OWNER pursuant to DISTRICT's most current Water OF ME-WUK INDIANS, a federally recognized Indian Tribe, hereinafter called OWNER Rules and Regulations. (collectively called "PARTIES"). c. Points of Delivery. Recitals 1.) Recycled Water - the point of delivery shall be a metering WHEREAS, OWNER is purchasing the Mountain Springs Golf Course, hereinafter called Golf device located at the boundary between DISTRICT owned property (APN: 059-070-080) Course, more particularly described in Exhibit A and by reference hereto, incorporated herein; and and an easement located on APN: 059-070-075, more specifically identified in Exhibit B as “Recycled Water Point of Delivery.” WHEREAS, DISTRICT and OWNER acknowledge that the sale of the Golf Course property to OWNER does not include the transfer of any rights to DISTRICT's raw water supplies because 2.) Raw Water – the point of delivery shall be the metering device located at Phoenix capacity/connection fees were never paid for the sixty (60) miners inch contract for the Golf Dam to measure the flow released by the DISTRICT into Sullivan Creek for subsequent Course with such fees totaling of up to over one million six hundred thousand dollars withdrawal by the OWNER at a point of diversion to be determined by the OWNER. ($1,600,000); and The current point of diversion is shown for reference only on Exhibit B as “Raw Water Point of Diversion.” WHEREAS, DISTRICT collects, treats, and disposes of effluent, hereinafter referred to as Recycled Water, for beneficial uses, which after permitting would include golf course irrigation; d. Golf Course. The Mountain Springs Golf Course owned and operated by OWNER as and set forth in Exhibit A “Property Description.” WHEREAS, OWNER seeks a water supply from DISTRICT, and is willing to use both Recycled e. Law. Legislation, statutes, regulations and policies of federal, state and local Water and raw water; and government agencies, including DISTRICT. WHEREAS, DISTRICT is willing to provide raw water to OWNER, but only if OWNER used f. Force Majeure Event. Flood, earthquake, an act of God and any other event beyond Recycled Water as its primary supply; and the reasonable control of the Parties; final judgi awarded by any court having jurisdiction, which judgments or injunctive relief have not been sought by any of the Parties; any WHEREAS, DISTRICT and OWNER agree that a water supply agreement will provide benefits change in law relating to water rights or water quality requirements for Recycled Water to the PARTIES; and which makes DISTRICT's compliance with this Agreement impracticable; or an emergency event beyond the control of DISTRICT which renders impossible WHEREAS, the PARTIES intend to enter into this agreement so that the OWNER will have a the continued provision of water service to the area to meet basic health and reliable water supply for the non-potable uses at the Golf Course and that the DISTRICT will sanitation needs. have a permanent location for the beneficial use of Recycled Water. g. Liability. Liability, losses, claims, damages, expenses, demands, settlements and costs may refuse to deliver any water to OWNER. OWNER further agrees maintain at all times the (including, but not limited to, interest, penalties, attorney, expert witness and consulting fees, necessary pipelines, pumps, motors and appurtenances to take raw and recycled water up to and litigation costs). and including the point of delivery. Such maintenance shall be exclusive of DISTRICT owned and operated facilities. OWNER agrees that in the event that the property is no longer 4. Obligations of OWNER. operated as a Golf Course, or otherwise ceases to dispose of Recycled Water under the terms of this agreement, DISTRICT reserves the right to continue to use the property at a. Minimum Quantity. OWNER shall accept a minimum of 160 acre-feet per calendar DISTRICT's sole expense for the disposal of Recycled Water. year from DISTRICT, based on an estimated historical use of approximately 2.4 acre-feet per acre and a total of 68 acres of fairway and green, hereinafter referred to as “AFY”, of recycled f. Compliance with Law. OWNER's use and disposal of all water provided under this water (“Minimum Quantity") for use on the Golf Course. OWNER expressily understands and Agreement shall at all times comply with Law, including compliance with District's most current agrees that the Minimum Quantity is an absolute minimum quantity, and that OWNER's obliga- Water Rules and Regulations and Wastewater Ordinance, which may be further limited by Dis- tion to accept the Minimum Quantity is not dependent on the irrigation needs of the Golf trict, resolutions and policies as may be amended, water moratoriums and water shortage Course, the quality of the Recycled Water, or any other factor whatsoever. emergencies established under Water Code Section 350 et seq. b. Additional Quantity. OWNER shall exercise its best efforts to use up to an additional g. Access to Facilities. OWNER agrees to provide DISTRICT's personnel unlimited ac- 160 AFY (“Additional Quantity"), based on an estimated use of 2.0 acre feet per acre on an cess on a 24-hour per day / 7-day a week basis to OWNER's pumping, storage, transmission, additional 80 acres of irrigable land, on the Golf Course if requested by DISTRICT. OWNER distribution and irrigation facilities, including the controls and equipment used to operate these shall modify the Golf Course and complete any other actions as required to enable OWNER to facilities at the golf course for purposes of monitoring and compliance with this agreement. In accept the Additional Quantity within twelve (12) months after notice by DISTRICT. addition, OWNER agrees to allow DISTRICT to install such electronic, radio, telemetry and/or other equipment, at DISTRICT's sole discretion and expense, in order to monitor the use of re- c. Potential Phasing of Deliveries: The DISTRICT reserves the right to phase in the cycled and raw water. Such access shall include, but not be limited to, vehicle access to delivery of the Minimum Quantity as recycled water supplies become available. As Recycled OWNER's property, building access where equipment is housed and access to equipment and Water supplies become available, the DISTRICT will provide written notice to OWNER of the facilities used for pumping, storage, transmission, distribution and irrigation. firm supply. The OWNER shall be obligated in accordance with this Agreement to take delivery of the Minimum Quantity of 160 acre feet listed in section 4(a). h. Recorded Easement. OWNER agrees to have this agreement and a permanent easement on the golf course property for use of Recycled Water recorded with the County d. Modify Golf Course Facilities and Operations. OWNER, at is sole cost of Tuolumne Recorder’s Office. expense shall modify its facilities, including, but not limited to, pumps, motors, electrical con- trols and equipment, signage, installation of purple pipe and purple meter boxes denoting the 5. Obligations of DISTRICT. use of Recycled Water, storage ponds, landscaped areas and other features of the golf course, in order to utilize Recycled Water for both the Minimum Quantity and Additional Quantity. In a. Recycled Water Discharge Permit. Upon execution of this Agreement, DISTRICT will addition, OWNER will modify Golf Course operations to comply with any and all conditions diligently pursue a State Water Board and/or Regional Water Quality Control Board permit in subject to the permit requireme the use of Recycled Water. coordination with OWNER for discharge of Recycled Water on the Golf Course. OWNER and DISTRICT shall each bear their own costs for compliance with the permit, except as otherwise e. Commitment to Take Recycled Water. OWNER acknowledges that DISTRICT is set forth in a separate written agreement. OWNER may also be named on the permit. dependent on OWNER to dispose of Recycled Water, and that serious health and safety consequences, financial, legal, environmental and other consequences may result from b. Recycled Water Quantity. Absent a Force Majeure Event, DISTRICT shall make OWNER's failure to take Recycled Water as agreed. OWNER acknowledges that DISTRICT available to OWNER at the Point of Delivery (1) the Minimum Quantity; and (2) a maximum of the is relying on OWNER's Agreement to take the Minimum Quantity and to exercise its best lesser of (a) OWNER's ability to take in addition to the Minimum Quantity, the Additional Quantity efforts to take the Additional Quantity. Accordingly, OWNER agrees that it shall not: refuse to under Section 4b. of this Agreement, or (b) the amount of Additional Quantity that DISTRICT allo- take at least the Minimum Quantity for any reason except a Force Majeure Event; change the cates for delivery. The DISTRICT shall provide a minimum of 350 gallons per minute (gpm) flow use of the Golf Course, directly or indirectly, that would result in the reduction of the need for rate at the Recycled Water Point of Delivery and maintain a minimum pressure of 5 psi. Recycled Water; refuse to invest sufficient funds to modify the Golf Course to accept the Additional Quantity; or take any other action which limits OWNER's ability to convey, store or c. Recycled Water Quality. Absent a Force Majeure Event, DISTRICT shall ensure that accept Recycled Water or Additional Quantity, for any reason whatsoever. OWNER's failure to the Recycled Water meets applicable water quality criteria set forth in Title 22 of the California take the Minimum Quantity or to exercise its best efforts to facilitate OWNER's acceptance of Code of Regulations for disinfected secondary-23 recycled water, as of the date of the the Additional Quantity shall be considered a material breach of this Agreement and DISTRICT execution of this Agreement. If Title 22 is amended to impose new criteria on Recycled Water, DISTRICT shall use its best efforts to satisfy that criteria within a reasonable period of time. 9. Indemnification/Hold Harmless. d. Recycled Water Facilities. DISTRICT shall be wholly responsible for and bear the OWNER will indemnify, defend and hold harmless DISTRICT and its directors, officers, em- entire liability associated with facilities used for treatment and conveyance of Recycled Water ployees, agents and authorized volunteers from any liability arising out of or connected with up to the Golf Course facilities' Recycled Water Point of Delivery. DISTRICT at its sole the control, carriage, handling, use, disposal, distribution or quality of water supplies made discretion will determine the type of conveyance facility to be constructed and the timing for available to OWNER under this Agreement, or for changes in water quality at or downstream of construction of those facilities. DISTRICT shall have no responsibility or liability whatsoever the Points of Delivery, unless the cause of such liability, change or violation is DISTRICT's will- for measurement, conveyance, storage, costs or use facilities at or after the Recycled Water ful or negligent action or inaction in making water available before the Points of Delivery, in Point of Delivery, or for the Golf Course. which case the liability of DISTRICT and DISTRICT's directors, officers, employees, agents and authorized volunteers shall only exist to the extent of such willful or negligent action or e. Discharge Permit. DISTRICT will work with OWNER to pursue a State Water Board inaction. and/or Regional Water Quality Control permit for discharge of Recycled Water on the Golf Course. 10. Successors in Interest. The rights and obligations under this Agreement shall accrue to the 6. Raw Water Delivery. benefit of and be binding upon the successors and assigns of the parties hereto; however, OWNER shall not assign or transfer (by operation of law or otherwise) its interest or any part a. DISTRICT will provide up to 60 miner's inches of Raw Water to the Golf Course under thereof without the prior written consent of DISTRICT, which consent shall not be unreasonably the same terms, conditions and costs as that class of customers identified as “Supplemental withheld. Water Users” in the District's most current Water Rules and Regulations and may be further limited by District water ordinances, re policies as may be amended, water moratoriums and 11. Attorney's Fees. If either party brings any action to enforce this Agreement, or for the water shortage emergencies established under Water Code Section 350 et seq. Such Raw breach thereof, the losing party shall pay the prevailing party's costs and reasonable attorneys' Water delivery and use shall be subject to OWNER's obligation to first take Recycled Water fees and costs (including, without limitation, including, but not limited to, interest, penalties, at- under Section 4 of this agreement. If OWNER's need for water exceeds the amount of torney, expert witness and consulting fees, and litigation costs) incurred in connection with the Recycled Water DISTRICT can make available at that time, then OWNER may use Raw Water. action. b. DISTRICT makes no guarantees, warranties, or any promises whatsoever as to 12. Cooperation. The parties shall promptly do all acts and execute and deliver all instruments availability, quantity or quality of Raw Water. DISTRICT has no responsibility or liability required or convenient to carry out the purpose and intent thereof. whatsoever for facilities used to store, divert, or convey Raw Water operated by the Raw Water Point of Delivery. OWNER shall be wholly responsible for and bear any and all liability 13. Notices. All notices and demands or other communications under this Agreement shall be associated with these conveyance facilities. in writing and shall be given by one party to the other at the following addresses for each: 7. Permitting and Construction of Recycled Water Facilities. OWNER President TEDA, Inc. DISTRICT shall coordinate with OWNER on the timing and conditions of the permitting pro- P.O. Box 1300 cess for the use of Recycled Water on the Golf Course. After receipt of the necessary permits Tuolumne, CA 95379 DISTRICT shall notify OWNER at least 6 months in advance of the DISTRICT's intent to com- V (209) 928-9391 mence construction activities associated with bringing a pipeline and other appurtenances to allow for the delivery of Recycled Water. Within six (6) months of completion of the construc- DISTRICT General Manager tion work by DISTRICT, OWNER shall complete all construction work to allow for the delivery Tuolumne Utilities District of Recycled Water on OWNER's property and begin using Recycled Water on the Golf Course. 18885 Nugget Blvd. Sonora, CA 95370 8. Cost of Recycled Water. There shall be no volumetric cost for Recycled Water for the V (209) 532.5536 / F (209) 536.6485 first 10 years from the first date of full or partial delivery of recycled water. Following the expiration of 10 years, volumetric charges maybe imposed, at the discretion of the DISTRICT, Any such notice or other communication shall be deemed delivered on the day on which it is and in accordance with the DISTRICT's then current Wastewater Ordinance. However, in no mailed by certified mail or, in the case of any such notice or other communications not mailed case shall Recycled Water charges exceed the charges the OWNER would have paid for the by certified mail, on the date of actual delivery. same volume of Raw Water. 14. Review by Counsel. It is agreed and acknowledged by OWNER and DISTRICT that the provisions of this Agreement have been arrived at through negotiation and that OWNER and may otherwise be terminated, and/or the obligations hereunder cease only upon mutual written Agree- DISTRICT have had a full and fair opportunity to revise the provisions of this Agreement and to ment of the PARTIES, except that DISTRICT may suspend or terminate delivery of treated effluent due have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that to Force Majeure, treatment/conveyance malfunction or failure, or for health or safety reasons. any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement. 24. Captions. The captions in this Agreement are solely for convenience of reference. They are not a part of this Agreement and shall have no effect on its construction or interpretation. 15. Assignment. Neither party hereto shall assign, delegate, sublet or transfer any interest in or duty under this Agreement without written consent of the other, which such consent shall not 25. Counterparts. This Agreement may be executed in any number of counterparts, each of be unreasonable withheld, and no assignment shall be of any force or effect whatsoever which shall be deemed to be an original instrument, but all of which together shall constitute unless and until the other party shall have so consented. one and the same instrument. 16. No Waiver of Breach. The waiver by DISTRICT of any breach of any term or promise 26. Representations, Warranties and Covenants. DISTRICT and OWNER hereby each contained in this Agreement shall not be deemed to be a waiver of such term or provision or represents and warrants to the other that: any subsequent breach of the same or any other term or promise contained in this Agreement. a. The execution and delivery of this Agreement, been duly authorized by all necessary 17. Obligations. All of OWNER's duties and obligations under this Agreement make up the action on its part, and it has full power, right and authority to enter into this Agreement and to consideration for DISTRICT entering into this Agreement; therefore, if any duty or obligation perform its obligations hereunder; of OWNER hereunder becomes non-enforceable, DISTRICT may elect to terminate this Agreement. Alternatively, DISTRICT may elect to modify the Agreement to ensure adequate b. Neither the execution and delivery of this Agreement by it, nor the performance by it consideration to DISTRICT, subject to written agreement by OWNER. of any of its obligations under this Agreement, violates any applicable federal, state or local law, whether statutory or common, or regulation, or its charter documents, it any, or constitutes a 18. No Third-Party Beneficiaries. Nothing contained in this Agreement shall be construed to violation of, or a breach or default under, any agreement or instrument, or judgment or order of any create and the Parties do not intend to create any rights in third parties. court or governmental authority, to which it is a party or which it or any of its property is subject; 19. Governing Law. This Agreement shall be governed by and construed in accordance with c. This Agreement is a valid and binding obligation of it, enforceable against it in accor- the laws of the State of California, without giving effect to conflict of laws principles. Any action dance with its terms, except as such enforceability may be limited by equitable principles or by to enforce this Agreement shall be venued in Tuolumne County. bankruptcy or other laws affecting creditors, rights generally. 20. Merger. This writing is intended both as the final expression of the Agreement between the 27. Recording. DISTRICT shall record this Agreement against the Golf Course property. parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to California Code of Civil Procedure $1856. Any other IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first agreement, whether express or implied, is null and void. No amendment or modification of this written above, Agreement shall be effective unless and until such amendment or modification is evidenced by a writing signed by both PARTIES. 21. Time of Essence. Time is and shall be of the essence in this Agreement and of each and every provision contained in this Agreement. 22. No Joint Venture. Nothing in this Agreement will be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability between the PARTIES. 23. Term of Agreement. The term of this Agreement shall be for an initial period of thirty (30) years commencing upon the first delivery and use of recycled water on the golf course, or other lands. This Agreement shall automatically renew for additional periods of ten (10) years unless Owner or District gives the other party written notice one year prior to a renewal. Additionally, because each party is de- pendent on the other for water (OWNER) and disposal of Recycled Water (DISTRICT), the Agreement 116 117 118 Teleli Golf Course - Exhibit A Project