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HomeMy WebLinkAbout07. Adopt Resolution No. 2023-038 to Authorized Execution of Memorandum of Understanding for the development of a study related to a potential merger between Central Contra Costa Sanitary District (Central San) and Mt. View Sanitary District (MVSD Page 1 of 13 Item 7. CENTRAL SAN BOARD OF DIRECTORS POSITION PAPER MEETING DATE: OCTOBER 5, 2023 SUBJECT: ADOPT RESOLUTION NO. 2023-038 TO AUTHORIZED EXECUTION OF MEMORANDUM OF UNDERSTANDING FOR THE DEVELOPMENT OF A STUDY RELATED TO A POTENTIAL MERGER BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT (CENTRAL SAN)AND MT. VIEW SANITARY DISTRICT (MVSD) SUBMITTED BY: INITIATING DEPARTMENT: PHILIP LEIBER, DEPUTYGENERAL DEPUTYGENERAL MANAGER MANAGER -ADMINISTRATION DANEA GEMMELL, PLANNING AND DEVELOPMENT SERVICES MANAGER REVIEWED BY: GREG NORBY, DEPUTY GENERAL MANAGER - OPERATIONS Roger S. Bailey Kenton L. Alm General Manager District Counsel ISSUE Consider adopting Resolution to Authorize Execution of a Memorandum of Understanding related to the development of a study on a potential merger with Mt. View Sanitary District. BACKGROUND In the coming weeks, Contra Costa County Local Agency Formation Commission (LAFCO) is expected to finalize a Municipal Service Review(MSR) report which is expected to propose a study be conducted to investigate the issues involved with a potential merger of Mt. View Sanitary District (MVSD) and Central San. A draft of the report provided to MVSD in August 2023, indicated such a study is called for by 2027. A study would explore the costs, benefits, operational and engineering issues, and other implications of a potential merger. In May 2023, staff brought a memorandum (Attachment 1)to the Real Estate, October 5, 2023 Regular Board Meeting Agenda Packet- Page 77 of 144 Page 2 of 13 Environmental and Planning (REEP) Committee to discuss this matter. Since that time, staff have worked to develop an initial "guiding principles" document which includes feedback from the MVSD General Manager. This document was presented to the REEP committee at the August 23, 2023 meeting. Subsequently, MVSD's General Manager requested that the guiding principles be incorporated into a Memorandum of Understanding (MOU)that would be executed by both agencies. A resolution (Attachment 2) is provided that would effectuate that. Following the resolution (Attachment 3) is the MOU. The MOU was constructed by using as a template another MOU between Central San and East Bay Municipal Utility District (EBMUD) and updated to reflect the particular details of this situation mainly by incorporating the previous "guiding principles" discussed with MVSD. The MOU has been shared with and received input from MVSD through several rounds of edits. It is important to emphasize clearly that this proposed MOU only relates to the conduct of an exploratory study. Neither Central San nor MVS D have proposed a merger. A study would examine whether there are net benefits of a merger that would accrue to customers and other stakeholders, beyond the costs and potential complications that such a change would entail. Subsequent to the distribution of the position paper for the REEP Committee on August 23, 2023, it was noted that MVSD had received a draftof the MSR, and MVSD confirmed that the draft report includes a recommendation for a merger study to be completed by 2027. Given the interest in the viability of this potential merger in at least parts of the community, there is likely interest in conducting a least an initial high-level study on a more accelerated timeline. Support for that sentiment was also expressed by a REEP Committee member. Accordingly, the precise timing of the work is yet to be finalized, and is a matter to be further discussed. MVSD's General Manager spoke at the REEP Committee, and indicated her general support the discussion held on the matter and expressed support for developing the study on responsible timeline. She also indicated that the MVSD Board would be involved throughout the study process. The MOU specifies holding a kick-off meeting between the parties within sixty days of execution. The REEP Committee also requested that the proposed study scope be brought back for feedback before finalization/ issuance. Moving forward with a MOU is warranted so that these details can be worked out, and preparations can begin for the retention of one or more consultants to prepare a merger feasibility study. ALTERNATIVES/CONSIDERATIONS A different set of guiding principles could be developed, and incorporated into the draft MOU. However, these principles are consistent with a collaborative approach to reviewing the issues involved with the concept of a merger, and these principles have been reviewed by the MVSD General Manager. FINANCIAL IMPACTS There are no financial implications for adopting the MOU. However, if the initiative progresses, Central San has agreed to pay for the cost of the study mentioned in the guiding principles. The professional services agreement, to the extent it exceeds the General Manager's delegated authority of $200,000, would be brought forward to the Board after a consultant selection process. COMMITTEE RECOMMENDATION October 5, 2023 Regular Board Meeting Agenda Packet- Page 78 of 144 Page 3 of 13 The Real Estate, Environmental and Planning Committee reviewed this matter at its meeting on May 18, 2023, and August 23, 2023, and recommended adoption of the Guiding Principles Agreement. RECOMMENDED BOARD ACTION Adopt proposed Resolution No. 2023-038 to authorize execution of a Memorandum of Understanding between Central San and MVSD for the development of a study related to a potential merger between the two agencies. Strategic Plan re-In GOAL ONE: Customer and Community Strategy 3- Build neighborhood and industry relations GOAL TWO: Environmental Stewardship Strategy 3- Be a partner in regional development of local water supply ATTACHMENTS: 1. May 17 2023 REEP Memorandum 2. Resolution 3. MOU Central San-Mt View Sanitary District October 5, 2023 Regular Board Meeting Agenda Packet- Page 79 of 144 Page 4 of 13 Item 4.d. ,ejj CENTRAL SAN May 17,2023 TO: REAL ESTATE, ENVIRONMENTAL AND PLANNING COMMITTEE FROM: PHI LIP LEI BER, DEPUTY GENERAL MANAGER-ADMINISTRATION DANEA GEMMELL, PLANNING &DEVELOPMENT MANAGER REVIEWED BY: ROGER S. BAILEY, GENERAL MANAGER SUBJECT: DISCUSSION OF THE PENDING LOCAL AGENCY FORMATION COMMISSION (LAFCO) MUNICIPAL SERVICES REVIEW (MSR)THAT MAY RAISE THE PROSPECT OF A MERGER BETWEEN CENTRAL SANAND MT.VIEW SANITARY DISTRICT(MVSD)AND THE NEED FORA STUDY ON THIS ISSUE Issue I n the coming months,the Contra Costa County Local Agency Formation Commission(LAFCO) is expected to release a Municipal Service Review(MSR)report that may propose a study to investigate the prospects of a merger of Mt.View Sanitary District(MVSD) and Central San. Such a study would explore the costs, benefits,and operational&engineering implications of a merger.This memorandum provides background on this issue along with discussion of potential next steps. Background MVSD serves a population of approximately 22,000 customers(with approximately 8,000 sewer connections)within Martinez. Central San serves most of central Contra Costa County, including large areas of Martinez,and provides wastewater treatment services to a population nearing 500,000 with 120,000+parcels. For many years, MVSD sewer service rates have been comparable to Central San's. However, MVSD has recently required significant financial investment to address aging infrastructure,with the rates beginning to diverge.As of Fiscal Year(FY)2022-23, MVSD's Single Family Residence(SFR)rate of$814 is 18%higher than Central San's SFR rate of$690. MVSD has had a pending proposal to raise its sewer service charge by approximately 9%annually for the next five years. By the end of five years, MVSD's rates would be significantly higher(53%)than Central San's projected rates,a difference of$437 annually. During MVSD Proposition 218 rate increase notification process,several MVSD customers raised questions about whether Central San might be able to collect and treat the wastewater more cost effectively. The LAFCO MSR reports from 2008 and 2014 recommended a financial and operational study to determine whether a merger of the two sanitary districts would be of benefit to customers.To date, no studies have been conducted.A 2023 LAFCO MSR report, scheduled to be released this summer, is anticipated to provide a similar recommendation.With the previous LAFCO recommendations and current community discussions during MVSD rate proposal,there has been public requests that both MVSD and Central San explore the possibility of a beneficial merger. In light of this, Central San staff spoke at the MVSD rate hearing on April 13,2023,and indicated that Central San would be willing to participate in,and fund a feasibility study to determine whether a merger of the agencies would be in the interests of their customers. Staff emphasized that Central San's Board had not taken a position on this matter,and that to do so, it would be necessary to obtain relevant and detailed information on the costs, benefits,and engineering implications of a potential merger. Subsequently,the General Managers(GMs)of Central San and MVSD held a discussion to begin exploring the logistics of a feasibility study, including the retention of third party consultants to assist in this assessment. On May 4,2023, MVSD held a second meeting on their rate proposal which the MVSD GM recommended that their Board adopt only the first three years of the five-year proposal,with the first two years at the 9%per year level,and the third year based on inflation at that time.The final two years of the five-year proposal would be held and then considered after the completion of a feasibility study. Feasibility Study With regards to such a study,this would require selection of consultants,and consideration of the scope and structuring of a report.A study could be conducted to address the issues involved in a merger in phases,with a first phase addressing some high-level issues such as: • Does a financial analysis indicate benefits to both agency's customers if a merger were to take place? • Understanding any potential liabilities to be accounted for and addressed. • Identifying issues of concern to employees such as differences in benefit programs including Other Post Employment Benefits (OPEB). \A/hn+mini dr4 ho n—nnnhin+imnlinn fnr—inh n m—r7 October 5, 2023 Regular Board Meeting Agenda Packet- Page 80 of 144 Page 5 of 13 • What are the technical and engineering issues to be investigated and resolved in a merger? • What integration issues would be expected and how those could be resolved? • Whether a single rate consolidated rate or alternative zonal rates would be appropriate considering the necessary integration costs. If Phase I of the study indicated a merger held promise,the second Phase could provide a more in-depth analysis of expected issues including but not limited to: • What additional treatment is needed to get water at the required level to the MVSD wetland? • What are the costs to build a pipeline to/from MVSD'S existing facility to the Central San treatment plant. • Considering the above,what is a realistic refined timeline by which to effectuate an integration of operations. Potential Benefits to each District A potential merger could offer the following benefits: • Central San: Over an extended period of time,the rates paid by MVSD customers would be expected to exceed the incremental cost of treating the MVSD wastewater,thus allowing for a contribution toward Central San's fixed costs,thus benefiting Central San's existing customers. Central San might be able to use its facilities or help minimize the infrastructure upgrades and costs to lower the proposed fees.Thus,allowing for a better return on investment for both Districts. • MVSD: MVSD customers could likely pay lower rates than if the agency were to remain independent and proceed with the five years of rate adjustments at 9%annually or future increases above Central San's rates. Some very preliminary calculations performed by Central San staff are supportive of the above prospective benefits,although a far more detailed analysis is warranted to ensure all relevant factors have been fully considered,and that assumptions on costs are accurate and realistic. An independent and experienced consultant could assess these issues in an objective manner. It should be emphasized that:(1)this informational memorandum is providing only very preliminary information and that no merger is proposed at this time; (2)if a merger is warranted it would take significant time to complete,and will have several formal steps along the way; (3)if a merger were to take place, it would be approached so that important stakeholders such as the employees of MVSD are not adversely impacted. Specifically, it would be expected that MVSD's employees would have continued employment,and that any duplication of functions would be handled through natural attrition from turnover retirements and other voluntary departures. Workplan/Next Steps I n a MVSD Board report dated May 4,2023,the MVSD GM indicated that a study could commence after LAFCO concludes the finalized Wastewater MSR(expected in October 2023).This timing preference was also emphasized in a May 10,2023 letter to LAFCO (and Central San)with a request that LAFCO prioritizes the completion of the MSR.The vocal community group urging a merger between Central San and MVSD have requested urgency in starting a feasibility study. The MVSD GM also indicated support for the development of an Memorandum of Understanding (MOU)to guide the development of a feasibility study.To those ends,the following steps can be considered. 1. Working with MVSD to establish guiding principles leading to and for the development of the feasibility study. 2. Given the time that may be involved prior to the commencement of work on the feasibility study,and in recognition of the community's desire for progress, beginning the selection process for a consultant to perform the feasibility study could commence prior to the availability of the MSR.Alternative approaches include working with consultants who are already contracted with either Central San or MVSD,or new consultants to be selected through either an informal solicitation,or an RFP process. For Central San, if the work with a particular consultant is to exceed$100,000,a formal RFP process would likely be required. 3. Both agencies agreeing to a study scope and phasing. 4. Obtaining Central San Board approval for the funding of a study to the extent it exceeds the General Manager's authority of $200,000. Central San has committed to work cooperatively with MVSD in the development of the feasibility study,and will be checking in on the timeline for release of the LAFCO MSR,as well as holding additional discussions with MVSD in preparation for a study. This memorandum is provided to inform the Board of these developments,and in order to provide for an initial discussion regarding the topic. No Board action is requested at this time. October 5, 2023 Regular Board Meeting Agenda Packet- Page 81 of 144 Page 6 of 13 Strategic Plan Tie-In GOAL ONE:Customer and Community Strategy 2-Promote initiatives to advance affordable and equitable access to services, Strategy 3-Build neighborhood and industry relations GOAL FOUR:Governance and Fiscal Responsibility Strategy 3-Maintain financial stability and sustainability GOAL SIX:Infrastructure Reliability Strategy 1-Manage assets optimally GOAL SEVEN:Innovation and Agility Strategy 3-Be adaptable, resilient, and responsive October 5, 2023 Regular Board Meeting Agenda Packet- Page 82 of 144 Page 7 of 13 Attachment 2 RESOLUTION NO. 2023-038 A RESOLUTION OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT AUTHORIZING THE EXECUTION OF A MEMORANDUM OF UNDERSTANDING (MOU) FOR DEVELOPMENT OF A STUDY RELATED TO THE INVESTIGATION OF A POTENTIAL MERGER OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT AND MT. VIEW SANITARY DISTRICT WHEREAS, the Central Contra Costa Sanitary District ("Central San") and Mt. View Sanitary District ("MVSD") are sanitary districts duly organized and existing under and by virtue of the laws of the State of California; and WHEREAS, the Local Agency Formation Commission (LAFCO) of Contra Costa County is conducting a municipal services review, a draft of which recommends that a study be conducted to investigate the issues related to a potential merger of MVSD with Central San; WHEREAS, the study will investigate the benefits, costs, issues, and barriers related to a potential merger of the agencies; WHEREAS, in order to expedite the preparation of such a study Central San and MVSD desire to begin the preparations for the retention of one or more consultants to perform the study; and WHEREAS, the initiation and development of the study will require the cooperation and significant involvement of the staffs of each agency; and WHEREAS, in order to ensure the cooperation and overall success of this effort, the parties wish to develop guiding principles to steer this effort and to memorialize such in a Memorandum of Understanding (MOU); and WHEREAS, the guiding principles as specified in the MOU will address the selection, work with, and funding of consultants to conduct the study; and WHEREAS, a proposed MOU has been presented to the Board of Directors; and WHEREAS, the Board of Directors desires to authorize the execution of the MOU, and further authorizes the taking of such other actions as may be necessary and proper in connection with undertaking the study referenced above; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra Costa Sanitary District (Central San) that: Section 1. Recitals. The foregoing recitals are true and correct, and this Board of Directors so finds and determines. October 5, 2023 Regular Board Meeting Agenda Packet- Page 83 of 144 Page 8 of 13 Central Contra Costa Sanitary District Resolution No. 2023-038 Page 2 of 2 Section 2. Memorandum of Understanding. The MOU presented in this meeting is hereby approved. The President of the Board of Directors is hereby authorized and directed on behalf of Central San to enter into, execute and deliver the MOU. Section 3. Further Authorization; Ratification of Actions. The President of the Board of Directors, or a designee thereof (Authorized Representative), is authorized and directed to execute and deliver any documents and agreements which the President or such Authorized Representative may deem necessary to carry out and comply with the terms and intent of this Resolution. The Secretary of the District is hereby authorized to attest to any signature of the President or Authorized Representative on any of the documents and agreements authorized by this Resolution. Section 4. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 5t" day of October 2023 by the Board of Directors of Central San by the following vote: AYES: Members: NOES: Members: ABSENT: Members: Barbara D. Hockett President of the Board of Directors Central Contra Costa Sanitary District County of Contra Costa, State of California COUNTERSIGNED: Katie Young, CPMC, CIVIC Secretary of the District Central Contra Costa Sanitary District County of Contra Costa, State of California Approved as to form: J. Leah Castella, Esq. Counsel for the District October 5, 2023 Regular Board Meeting Agenda Packet- Page 84 of 144 Page 9 of 13 ATTACHMENT 3 MEMORANDUM OF UNDERSTANDING BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT and MT. VIEW SANITARY DISTRICT FOR A FEASIBILITY EVALUATION OF A POTENTIAL MERGER This Memorandum of Understanding (MOU) is made and entered into this day of October, 2023 by and between Central Contra Costa Sanitary District(Central San) and Mt. View Sanitary District (MVSD) for the purposes described herein. Each agency hereinafter may be referred to individually as "Party" or collectively as "Parties." Recitals WHEREAS, Central San and MVSD are sanitary districts duly organized and existing under and by virtue of the laws of the State of California; and WHEREAS,the Local Agency Formation Commission(LAFCO)of Contra Costa County is conducting a municipal services review, a draft of which recommends that a study ("Merger Feasibility Evaluation" or "Study") be conducted to investigate the issues related to a potential merger of MVSD and Central San; WHEREAS, the Study will investigate all benefits, costs, issues, and barriers related to a potential merger of the agencies; WHEREAS, in order to expedite the preparation of such a study Central San and MVSD desire to begin the preparations for the retention of one or more consultants to perform the Study; and WHEREAS, the initiation and development of the Study will require the cooperation and significant involvement of the staffs of each agency; and WHEREAS, in order to ensure the cooperation and overall success of this effort, the parties wish to develop guiding principles to steer this effort and to memorialize such in a Memorandum of Understanding (MOU); and WHEREAS, the guiding principles as specified in the MOU will address the selection, work with, and funding of consultants to conduct the Study; and WHEREAS, the contents of this MOU have been developed by staff of the two agencies to reflect the anticipated requirements of effective collaborative work together and with the selected consultants in their completion of the Study; WHEREAS, this MOU has been presented to the Board of Directors of each agency for approval and each Board of Directors has authorized the execution of the MOU by an authorized representative(s) of each agency; {00074954;1} Page I of 5 October 5, 2023 Regular Board Meeting Agenda Packet- Page 85 of 144 Page 10 of 13 ATTACHMENT 3 NOW, THEREFORE, the parties hereby enter into this Memorandum of Understanding, as follows: 1. TERM This MOU shall become effective upon execution by both Parties. This MOU will terminate on December 31, 2027, unless extended through mutual written agreement by both Parties. 2. PURPOSE The purpose of this MOU is to define the roles and responsibilities of each Party related to the selection and work with one or more consultants to be retained for the development of a Merger Feasibility Evaluation, including addressing issues such as those summarized below: a) Conduct a financial analysis for the Merger Feasibility Evaluation that outlines specific quantified benefits to each agency's customers. b) Identify cost related issues, including incremental expenditures needed, costs to be avoided, and any potential liabilities to be accounted for and addressed. c) Identify issues of concern to employees such as differences in labor agreements, compensation and benefit programs including Other Post Employment Benefits (OPEB). d) Address staffing related issues and integration plans to address them. e) Develop a reasonable timeline and potential schedule with milestones for the potential merger if the merger is determined to be feasible. f) Identify technical, operational and engineering issues necessary to be investigated and resolved before a merger. g) Identify and address other integration issues. h) Identify potential rate structures that account for necessary merger expenses, including but not limited to a single rate, consolidated rate, or alternative zonal rates. i) Identify solutions to environmental and regulatory issues including but not limited to additional treatment that will be required to get water to the regulatory required level for discharge to the MVSD wetland. j) Specify the costs to modify existing and/or build new infrastructure at and/or between MVSD's treatment plant and the Central San treatment plant. k) Such additional issues as the consultant(s)may identify in the course of the Study. 3. WORK TO BE PERFORMED The Study will be completed through the retention of consultants. The effort of the consultant will be supported by in-kind services and cooperative input from the Parties. Within 60 days following the effective date of this MOU, the Parties will hold a kick-off meeting to begin work towards developing and jointly agree on a work plan to outline the specific tasks to be completed (Work Plan) and a schedule for execution of the Work Plan. {00074954;1} Page 2 of 5 October 5, 2023 Regular Board Meeting Agenda Packet- Page 86 of 144 Page 11 of 13 ATTACHMENT 3 4. RESPONSIBILITIES OF THE PARTIES Central San shall fund the Study. The Work Plan shall address: a) Development of the scope of work for the Merger Feasibility Evaluation b) Outline the process for the solicitation and selection of the consultant(s). c) If additional work or follow-up evaluation issues are required, an additional Work Plan and its funding will be further addressed based on agreement with the Parties. General responsibilities of both Parties are as follows: a) In preparation for working with Consultant(s): 1. Work cooperatively, including committing staff time, to develop the scope of work, terms and conditions, and associated solicitation documents for consultants. 2. Agree to a schedule for the retention of consultants, including a decision on whether a selection process could start in advance of the final municipal services review (MSR) report so that work could start expediently when that report is available. 3. Jointly provide input on any solicitation documents such as request for proposals (RFP) or requests for information(RFI) that may be issued to solicit the interest of qualified consultants. 4. Jointly agree on the Study scope and approach to be specified in the solicitation documents. a. The solicitation document may specify the use of"task orders"to allow for selection of the consultant(s)prior to the availability of a final MSR report with specific requirements. b. The work may be structured in phases to facilitate results that are cost- effective, timely, and sufficiently conclusive to inform decision making. 5. Provide joint agreement on the selection of one or more consultants in the conduct of the Study. b) Working with Consultant(s) 1. Agree on the final Study schedule, scope, key milestones and approach to be executed by the selected Consultant(s), and any task orders to be executed. 2. Support equal sharing of information with both sides by the Consultant(s). 3. Share information with the consultant and at the same time, the other sanitary agency, related to: a. Relevant cost, organizational, administrative, engineering, permitting, regulatory, and operational information regarding its own organization and facilities for the benefit of the evaluation. {00074954;t} Page 3 of 5 October 5, 2023 Regular Board Meeting Agenda Packet- Page 87 of 144 Page 12 of 13 ATTACHMENT 3 4. Provide access to facilities and operational data that may be needed for conducting the Study (such as conveyance/distribution facilities, treatment plants, etc.). If needed, reasonably commit staff time to conduct necessary analysis of its own facilities, permits, operational data, procedures or requirements, or any other data needed for consideration,and share the information with the other Party.Commitment of staff time and access to facilities will be consistent with the safe operations of each parties' facilities, and will follow the facility owner's security and standard safety and notification requirements. 5. Upon reasonable advance written notice, make available for inspection to the other Party all records, books, and other documents directly relating to the Study and information required for conducting the Study. 6. Provide appropriate level of oversight and review of any work products generated as part of the Study. 7. Coordinate and agree with the other Party on all media outreach,media responses, and messaging, prior to any media outreach. 8. Coordinate with the other Party on all Federal, State, or other funding efforts related to the development of the Study. 9. The Parties, and any consultants retained for the Study, shall maintain the confidentiality of, and will not disclose, display, provide, or make available, any documents shared which contain confidential facility or personnel data to any person other than the other Party, unless written permission is granted by the sharing Party. Confidential documents shall be returned to the sharing Party at the request of the sharing Party. Confidential data shall be identified as such at the time shared. 10. Each Party, upon being given notice, will send appropriate representatives to attend relevant board or public meetings of the other party related to the Study. 5. ADDITIONAL PROVISIONS This MOU shall be amended only by a writing signed by both Parties and may be terminated by either Party at any time,with or without cause,upon provision of written notice to the other Party. This MOU is not intended to benefit any party except the signatories hereto and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. This MOU does not create or constitute a joint powers agency or authority nor a partnership or joint venture between the Parties, nor does it render either Party the agent of the other Party. Neither Party shall become liable by any representation,act or omission of the other Party contrary to the provisions hereof. The Parties repudiate the liability allocations described in Government Code sections 895.2 and 895.6 and agree pursuant to Government Code section 895.4 that each Party shall indemnify and hold harmless the other Party and its agents, officers, employees, and contractors from and against {00074954;t} Page 4 of 5 October 5, 2023 Regular Board Meeting Agenda Packet- Page 88 of 144 Page 13 of 13 ATTACHMENT 3 any and all claims, damages, losses, judgments, liabilities, expenses, and other costs, including litigation costs and attorney fees, arising out of or resulting from any negligent or wrongful act or omission of the first Party in the performance of this Agreement. Each Party shall be entitled to receive indemnity or contribution from the other Party in proportion to such other Party's responsibility for any such claim, damage, loss, judgment, liability, expense or other cost, as determined under principles of comparative negligence. This MOU may be executed using digital or electronic signatures and/or may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 6. NOTICES Any notice, demand, or request made in connection with this MOU must be in writing and will be deemed properly served if delivered in person or sent by United States mail, postage prepaid, to the addresses specified below: Central San: Roger S. Bailey General Manager Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 MVSD: Lilia Corona General Manager Mt. View Sanitary District 3800 Arthur Rd. Martinez, CA 94553 Representative of the Mt.View Sanitary District: Signature Title Date Representative of the Central Contra Costa Sanitary District: Signature Title Date {00074954;1} Page 5 of 5 October 5, 2023 Regular Board Meeting Agenda Packet- Page 89 of 144