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Meeting Agenda Package 27 July 2019

AgendaPack-TitlePage(Date).doc

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The documents following this page support the meeting agenda to be held on this date.

Board of Directors Meeting

Notice

S&T-MeetingMinutes(18Jun2019).docx Page 1 of 3

Tuesday, June 18, 2019 – Sea Pines Meeting Room 6:30 pm

Meeting Agenda

Special Executive Session Agenda – Begins 6:15 PM

A. Determination of a quorum and introductions

In compliance with the Mutual Water Company Open Meetings Act [Ref: CA Corp. Code §14305] the Board of Directors can meet privately in an executive session at the time of a regular board meeting to discuss pending or potential litigation, matters related to the formation of contracts with third parties, potential acquisition of real property, member or shareholder discipline, and personnel matters. Any matter discussed in executive session shall be generally noted in the minutes of the meeting at which that session occurred.

1. 6:30 PM: Public board meeting begins. Welcome, and introductions

President McAdon Gaveled the regular meeting to order at 6:15 pm and then went to the exec session.

Directors Officer Present

Director Present

Absent

McAdon x

Garner x

Syfan x

Rittenhouse x

Cote x

After the executive session was gaveled to a close the regular session was gaveled to order at 6:30 pm

Shareholders, Officers and other parties present at the meeting introduced themselves:

Attendee Address or interest

Sandra Cirilo Bookkeeper/Officer candidate

Sandy Farber Bookkeeper

Cindy Belknap El Dorado

Kelli Giordano Glenn

Wayne Peoples Glenn

2. Announcement of executive session items

a. Finalize and adopt minutes from the Executive Session held on 22May2019


Notice


3. Accept minutes of last meeting

Directors Accept Reject Abstain Absent

McAdon x

Garner x

Syfan x

Rittenhouse x

Cote x

4. Financial reports

Financial reports for the previous month were presented by the Treasurer, Charlie Cote. There were no comments or requests for clarification.

5. Updates on company projects:

a. Basin Management Committee (BMC)

The BMC report was delivered by Director Cote. There were no board member comments or requests for clarification.

b. Operations

The report from Operations was delivered by Director Cote. There were no board member comments or requests for clarification.

6. Action items. For each action item (1) Board members discuss and debate each item after presentation. (2) Shareholders and public may make comments and suggestions. (3) Board members make motions and votes.

a. Review meeting schedule (Julie)

The existing meeting schedule was accepted without edits


McAdon x

Garner x

Syfan x

Rittenhouse x

Cote x


Notice


b. There was a discussion about the July annual meeting

i. Director election for three open seats.

ii. Assignment of Officer positions

iii. Presentation of the CCR for 2018

The board discussed the job descriptions (scope of work) document.

• The board wants this scope of work and assignments document sent out to Directors for study

• The board approved that this document could be sent to Director candidates, Officers and interested parties before the coming election.


McAdon x

Garner x

Syfan x

Rittenhouse x

Cote x

7. Shareholder and Public comments for items not on agenda

• No comments

8. Board member comments. Board members may make brief comments, provide project status updates, or communicate with other directors, staff, or the public regarding non-agenda topics and

discuss items for future meetings.

• No board member comments.

4-Proposal-Revision22May2019Minutes(27Jul2019).doc

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TO: S&T Mutual Water Co., Board of Directors Copies: S&T non-voting officers FROM: Julie McAdon DATE: 27 July 2019 SUBJECT: Proposal for revising the 22 May 2019 meeting minutes

A. Proposal

It is proposed the existing meeting minutes currently approved for 22 May 2019 board meeting be revised from the existing text in section 7:

The proposal would remove the second bullet point and replace it with:

• The S&T Board acknowledged that Wayne’s interpretations of the nitrate concentration trends in well #5 water have been very helpful and will likely save the company a lot of money.

B. Purpose (background)

Wayne peoples has objected to the approved minutes from the 22 May 2019 meeting minutes. In summary, Wayne's Nitrate study has been very helpful to the S&T Board and we regret the confusion caused by the May meeting minutes!

C. Financial consequences of this proposal

1. No cost associated with this proposal

PO Box 6391 Los Osos, CA 93412 Office: (805) 316-0640 Email: [email protected] Web: www.ST-Water.com

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S&T Mutual Water Company Annual Officer Assignments

Document Number: S&T AOA 2019

Public Water System Number: 4000523

1. Subject This document is the location for recording the current Office assignments and descriptions of duties for S&T Directors and company Officers. This information will be updated with new office assignments every year at the S&T annual meeting. Any conflicting information is obsolete.

mailto:[email protected]

S&T Mutual Water Company

S&T-AnnualOfficerAssignments(July2019).docx

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Revision Control

Document Designation

Description and Status of Revision Revision by

Rev Date

S&T-AOA

Released for review Cote A 20Jun2019

S&T-AOA Removed “Office Manager” and moved scope of work to Treasurer as many of these tasks have to do with Muni-Billing. Added that S&T Director for BMC attends S&T Board Meetings too.

McAdon B 02Jul2019

S&T-AOA Added skill requirements for computer business software and company database as suggested during the 18Jun2019 BOD mtg.

Cote C 24Jul2019

2. Contents 1. Subject ..................................................................................................................................... 1

Revision Control .......................................................................................................................... 2

3. 2018 Officer Assignments (July 2017 to July 2018) ................................................................. 3

4. Description of offices and duties ............................................................................................. 4

Board President (Chairperson of the Board) .............................................................................. 4

Vice President of the Board ........................................................................................................ 4

Board Treasurer .......................................................................................................................... 5

Board Secretary ........................................................................................................................... 6

Directors at-large ........................................................................................................................ 6

Chief Operator ............................................................................................................................ 6

Company Bookkeeper ................................................................................................................. 7

Operator in-training .................................................................................................................... 8

S&T Director for the BMC (Los Osos Basin Management Committee) ...................................... 8

S&T Alternate Director for the BMC (LO Basin Management Committee) ................................ 9

This memo describes the offices and associated duties for Directors and Officers at S&T. At the Annual meeting, after the election seats new Directors for the coming year, the seated Directors will vote to assign Office assignment to the seated Directors.



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3. 2018 Officer Assignments (July 2017 to July 2018)

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Julie McAdon X X

Charlie Cote X X X X X

Harry Rittenhouse X

Meg Syfan X X

Duke Garner X X

Sandy Farber X X X

John Goetz X

Sandra Cirilo X



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4. Description of offices and duties

Board President (Chairperson of the Board)

A. Signature authority on Company Bank Accounts. This authority is to be used in instances when the Board Treasurer is not available to make a timely payment.

B. Operates Board meetings

C. Desired skills and capabilities:

a. Knowledge of California Open Meetings law for Mutual Water Companies

b. Knowledge of Robert’s Rules of Order

c. Intermediate level fluency in the use of: Microsoft Word, Excel, email, financial management (reading and understanding standard financial reports). Capable of accessing and manipulating company data in the shared data space.

D. Manages the creation of meeting agendas

E. Representation of S&T as President of the board

a. With majority vote of Directors, signs documents for the company

F. Insures that the actions of the Company and the Board are compliant with Law, current company contracts, the company Articles of Incorporation, and the company Bylaws.

G. Keeps informed of all company actions and projects.

H. Directly overseas the work and actions of the Vice President, Chief Operator, Board Treasurer, and Board Secretary.

I. Approves, for payment, the expense and time reports (invoices) of the Board Treasurer

Vice President of the Board

A. Signature authority on Company Bank Accounts. This authority is to be used in instances when the Board Treasurer and the Board President are not available to make a timely payment.

B. Becomes the de-facto Board President when the Board President is not available.

C. Desired skills and capabilities:

a. Knowledge of California Open Meetings law for Mutual Water Companies

b. Knowledge of Robert’s Rules of Order



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c. Intermediate level fluency in the use of: Microsoft Word, Excel, email, financial management (reading and understanding standard financial reports). Capable of accessing and manipulating company data in the shared data space.

D. Can be appointed by the Board to the management of Company committees, formed by the Board, that operate outside of regular Board meetings.

Board Treasurer

A. Desired skills and capabilities:

a. Intermediate level fluency in the use of: Microsoft Word, Excel, email, financial management (reading and understanding standard financial reports). Capable of accessing and manipulating company data in the shared data space.

b. Report writing and PDF document generation

B. Signature authority on Company bank accounts.

C. Uses QuickBooks software and the MuniBilling database to

a. Be responsible for the proper accounting of company receipts and debits

b. Maintain the records of shareholders in the MuniBilling database.

D. Responsible for presentation of accurate financial reports at board meetings

E. Directly overseas the work and actions of the S&T Bookkeeping contractor.

F. Can be appointed by the Board to the management of Company committees, formed by the Board, that operate outside of regular Board meetings.

G. Approves, for payment, the expense and time reports (invoices) for all other company officers.

H. Approves, for payment, all invoices presented to the company. Approval may be by signature on checks or by the approval for payment of regularly occurring charges or invoices made by automatically scheduled bank payments.

I. Monitors company Gmail (email) and Google Voice (company phone messages. Respond to requests or forward messages to the correct person for resolution.

J. Preparation and mailing of leak notices

K. Preparation of service termination notices with tally of current amount due.

L. Customer service communications not handled by Operator or President.

M. Management of Shareholder data



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a. Work with title companies and realtors to prepare for and manage stock transfers

b. Set up new Shareholders and customers in the MuniBilling database

Board Secretary

A. Desired skills and capabilities:



B. Records meeting minutes during meetings: creates accurate records of the attendance, language of motions, discussions and votes.

C. Operates projector for meeting presentations (optionally: prints and distributes paper agenda packages to meeting attendees)

D. Updates web site to ensure that information presented is current.

E. Works with the Board President to draft and distribute meeting agendas

F. Post meeting notices for Board meetings in accordance with the Open Meeting Acts Law. Could this be VP?

Directors at-large

A. Provide oversight of company management by stating their opinions, participating in debates, and casting their votes at Company Board meetings.

B. Can be appointed by the Board to the management of Company committees, formed by the Board, that operate outside of regular Board meetings.

Chief Operator

(This office is not necessarily held by a voting Board Member. The requirements for this position are described in the California Statutes)

A. Must hold a minimum of a Grade 1 Water Distribution System Operator Certificate from the California Water Resources Control Board

B. Desired skills and capabilities:




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c. Working knowledge of Federal and State Laws regarding the production and delivery of safe drinking water.

C. Arranges for Qualified Operator backup during periods of unavailability (as required by California Law)

D. Insures S&T operational compliance with Federal, State and County laws.

E. Protects the water quality and the S&T distribution system through proper maintenance.

F. Customer service communications: Initial leak troubleshooting assistance and advice, respond to customer communications, delivery of service termination door hangers, water shutoff and restorations.

G. Emergency Notification responsibilities (as required by California Law)

H. Attend Board meetings

I. Creates formal proposals to the Board for the funding of special maintenance and capital projects.

J. Provides a Report from Operations to the Board at regular board meetings.

K. Writes detailed and accurate proposals to the board for Capital Projects.

L. Manages Consultants and Craft Labor contractors who conduct work on approved company projects.

M. Completes periodic maintenance, water analysis and reporting requirements as described in the spreadsheet, “S&T-Maintenance TaskSchedule.xlsx”, located in the TaskLists folder of the DropBox shared data space.

Company Bookkeeper

A. Reports to the Board Treasurer


a. Expert level fluency in: QuickBooks and generally accepted accounting principles.

b. Intermediate level fluency in the use of: Microsoft Word, Excel, email, financial management (reading and understanding standard financial reports)

c. Strive to achieve intermediate fluency in use of the MuniBilling database for data entry and data query.

d. Report writing and PDF document generation

../../../TaskLists/S&T-MaintenanceTaskSchedule.xlsx



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C. Attend Board meetings

D. Collect incoming mail from the Company US Post Office box and the private mail box located on Monarch Lane.

E. Uses QuickBooks software and the MuniBilling database to

a. Make and record deposits, payments fund transfers and other actions required for maintaining accounts in accordance with generally accepted accounting practices.

b. Process and deliver invoices for water services and related assessments, late fees and penalties.

F. Authority to prepare or continue payments of regularly occurring charges and invoices that have been pre-approved by the Board Treasurer.

G. Create monthly financial reports.

H. Preparation of documents and participation in communications and meetings associated with the annual review of Company finances by an independent CPA as required by the California Codes.

I. Preparation of documents and participation in meetings associated with the annual tax filings.

Operator in-training

A. Reports to the Chief Operator


a. Intermediate level fluency in the use of: Microsoft Word, Excel, email, financial management (reading and understanding standard financial reports)


c. Working knowledge of Federal and State Laws regarding the production and delivery of safe drinking water.

C. Attends Board meetings

D. Assists with maintenance and projects related to the water distribution and treatment systems.

S&T Director for the BMC (Los Osos Basin Management Committee)

A. Should become familiar with these documents

a. Los Osos Basin Plan (2015)



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b. Stipulated Judgement (approved by the Court in 2015)

c. BMC annual reports

d. Current BMC adaptive management plan

B. Participates as the S&T Director on the BMC

C. Attends bi-monthly scheduled BMC meetings in Los Osos including any special meetings

D. Protects the interest of S&T and the community in the Los Osos Basin

E. BMC spending and annual budget: discuss, edit, vote to approve

F. BMC annual report: study, discuss, edit, vote to approve

G. BMC annual Adaptive Management Plan: study, discuss, edit, vote to approve

H. Attends S&T meetings and reports to the S&T Directors.

S&T Alternate Director for the BMC (LO Basin Management Committee)

A. Should become familiar with these documents

a. Los Osos Basin Plan (2015) (minimally, familiarity with the executive summary)

b. Stipulated Judgement (approved by the Court in 2015)

c. Familiarity with the executive summaries of the latest annual report and adaptive management plans

B. Keeps current on BMC affairs and serves as the S&T Director to the BMC.

C. Attends bi-monthly scheduled BMC meetings in Los Osos including any special meetings.

D. Protects the interest of S&T and the community in the Los Osos Basin

E. BMC annual report: study, discuss, and assist with edits and voting decisions.

F. BMC annual Adaptive Management Plan: study, discuss, and assist with edits and voting decisions.

G. Attends S&T meetings and reports to the S&T Directors.

MEMO

7a-BasinManagementReport(27Jul2019-R1).doc

Page 1 of 3

TO: S&T Mutual Water Co., Board of Directors and Officers Copies: FROM: Charlie Cote – Director / Treasurer / Certified System Operator DATE: 27 July 2019 SUBJECT: 7a: Report on Basin Management (Rev 1)

Basin Management Committee (BMC) meetings are scheduled to occur on the 3rd Wednesday of every month. Meeting notices, agendas and agenda packages can be found at the BMC web site at: https://slocountywater.org/site/Water%20Resources/LosOsos/

A. Recent BMC Meeting – some highlights

• There was a BMC meeting on 17 July 2019.

• The Executive Director of the BMC (a “chief of staff” type position) is retiring this year and the Committee is in the process of hiring a replacement.

o 4 applicants have responded to a “Request for Qualifications” for this position. Interviews of the 4 candidates will be conducted in early August and a final candidate will be chosen later in August.

o I will send the 4 applications to S&T Board Members so that they may comment on the candidates and express opinions.

• A relatively sudden trend for increasing chloride contamination has been measured in Well LA11 on the Pasadena Peninsula. This increase in chloride concentration indicates a trend for lower aquifer sea water intrusion. The BMC is asking for this event to be investigated and reported on.

• The Cuesta by The Sea Monitoring well, which will be used for monitoring lower aquifer sea water intrusion among other things, will begin construction this year. The cost of this well (~ $100k) is being born by all 4 members of the BMC. The well infrastructure will be owned by the LOCSD.

https://slocountywater.org/site/Water%20Resources/LosOsos/

MEMO


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B. Conservation Program

In June of 2017 the County approved a subset of the conservation programs recommended by the BMC for rebate programs associated with the implementation of water saving infrastructure for homes connected to the Los Osos Waste Water Plant. A summary of this County managed program is included here as Exhibit A. Details about the County managed conservation rebate program, and contact information for that program can be found at this website: https://www.slocounty.ca.gov/Departments/Public-Works/Services/Los-Osos-Water-Conservation-Rebate-Program-For-H.aspx Points for a discussion related to this County rebate program:

• At a 21 June 2014 Board meeting, the S&T Board voted to create Resolution 2014-4, which provided $100 rebates to Shareholders who purchase and install a hot water recirculation system in their water system.

o At this time, there has only been one application for this rebate made to S&T. This application was made this year.

• The County rebate program offers a $350 rebate for installing a hot water recirculation pump. It seems obvious that the seldom used S&T rebate program may be obsolete. It may be time to add a proposal regarding this program to a future S&T board agenda.

https://www.slocounty.ca.gov/Departments/Public-Works/Services/Los-Osos-Water-Conservation-Rebate-Program-For-H.aspx

https://www.slocounty.ca.gov/Departments/Public-Works/Services/Los-Osos-Water-Conservation-Rebate-Program-For-H.aspx

MEMO


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MEMO

7b-OperationsReport(27Jul2019-Rev1).doc

Page 1 of 3

TO: S&T Mutual Water Co., Board of Directors Copies: Sandy Farber; Bookkeeper / Secretary FROM: Charlie Cote – Director / Treasurer / Certified System Operator DATE: 27 July 2019 SUBJECT: 7b: Report from Operations (Rev 1)

A. Current operating parameters

• The meters were last read on 30 June 2019 for the third 2-month metering period of 2019.

o The median water use for this period was 10,620 gallons up from 9,218 gallons during the previous period.

o Water production was 1.9 Million gallons during this 2-month period

o The two S&T water storage tanks hold 7 days of water at this current use rate.

o “Unaccounted for water” = produced water – water metered to users = 91,000 gallons for this period the “unaccounted for water” was -83,601 gallons during the previous 2-month period. This indicates that we should check the calibration of our production water meter.

MEMO


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MEMO


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B. Customer service and outreach

• Since our last meeting on 18 June there have been more than 22 contact events initiated by water customers, shareholders and public agencies. (approx. 2 contacts per day)

• 11 contacts concerning billing questions

• 4 water leak field investigations.

• 1 stock transfer

• 3 issues regarding the distribution system

• 1 question regarding water quality

• So far, during 2019 Operations has handled 16 incidents of customer requests or other service requirements.

C. Maintenance work

• Water Treatment:

o June 2019 residual chlorine is at 0.58 ppm. California requires residuals between 0.2 and 4.0 ppm.

D. Projects

• Tank level control system upgrade project update

o I have put this project on a temporary hold while I focus on the meter upgrade project and normal operations work.

• Meter endpoint upgrade project update

o New meter endpoint and register components were received and placed in the tank compound office.

o Sample meter box components have shipped to the casting vendor. We expect to finalize a new meter box lid design in the next few weeks.

• Water tank drain pipe project

o This project will begin after substantial progress has been made on the meter endpoint project.

S&T Meetings Calendar

2019

PO Box 6391 Los Osos, CA 93412

(805) 316-0640

S&T-MeetingsCalendar(2019-RevA).docx Page 1 of 1

Revision Control1 Doc # Description and Status of Revision by Rev Date

CAL1901 Updated with latest information Cote A 3May2019

CAL1901 Schedule revisions at the May board meeting Cote B 15Jun2019

Month Meeting Date Meeting time

Location

August 15 Aug 2019 6:30 pm Sea Pines

September 19 Sep 2019 6:30 pm Sea Pines

October (Budget and Rates meeting) 17 Oct 2019 6:30 pm Sea Pines

November 14 Nov 2019 6:30 pm Sea Pines

December No meeting

Notes:

1 All meetings will be held at the Sea Pines meeting rooms located behind the restaurant.

2 If you would like to receive meeting announcements and agendas by email, please contact S&T Mutual Water Company.

1 This document is a revision-controlled document. Old revisions of this document are considered obsolete and invalid. Please contact S&T Mutual Water Company for information regarding the most recent and valid revision of this document.

ADAMSKI MOROSKI MADDEN CU M B E R L A N D & G R E E N LLP

ATTORNEYS AT LAW

Post Office Box 3835 San Luis Obispo, California 93403-3835

T 805-543-0990 F 805-543-0980 www.ammcglaw.com

Paso Robles Office: 1948 Spring Street Paso Robles, CA 93446-1620 T 805-238-2300 F 805-238-2322

July 16, 2019

S&T Mutual Water Company Board of Directors P.O. Box 6391 Los Osos, CA 93412

Re: Conflict Waiver S&T Mutual Water Company and Los Osos Community Services District

Dear Ms. McAdon and Directors of the Board: As you are aware, I represented S&T Mutual Water Company (“S&T”) in 2014 and 2015 regarding the Updated Los Osos Groundwater Basin Plan (“Basin Plan”), which was incorporated into a Stipulated Judgment (“Judgment”) and approved by the San Luis Obispo Superior Court in October of 2015. As part of the Judgment, S&T, the Los Osos Community Services District (“LOCSD”), Golden State Water Company, and the County of San Luis Obispo established a Basin Management Committee through a Joint Powers Agreement (“JPA”). The Court retains continuing jurisdiction over the parties to ensure proper implementation of the Basin Plan and to resolve any disputes that are beyond the capability of the Basin Management Committee. At all times representing S&T, I worked competently and diligently to serve the interests of S&T. In June 2019, I was retained by Los Osos Community Services District as general district legal counsel. LOCSD is also a member of the JPA. Accordingly, as LOCSD district counsel, I will be expected to represent LOCSD related to the implementation of the Basin Plan and enforcement of the Judgment, as is necessary. Because S&T is a former client, the California Rules of Professional Conduct prevent me from representing LOCSD regarding the Basin Plan or the Judgment without S&T’s informed written consent.

The following are the pertinent Rules of Professional Conduct related to this engagement:

Rule 1.9 Duties to Former Clients

(a) A lawyer who has formerly represented a client in a matter shall not thereafter represent another person* in the same or a substantially related matter in which that person’s* interests are materially adverse to the interests of the former client unless the former client gives informed written consent.*

S&T Mutual Water Company July 16, 2019 Page 2

(b) A lawyer shall not knowingly* represent a person* in the same or a substantially related matter in which a firm* with which the lawyer formerly was associated had previously represented a client

(1) whose interests are materially adverse to that person;* and (2) about whom the lawyer had acquired information protected by Business and Professions Code section 6068, subdivision (e) and rules 1.6 and 1.9(c) that is material to the matter; unless the former client gives informed written consent.*

(c) A lawyer who has formerly represented a client in a matter or whose present or former firm* has formerly represented a client in a matter shall not thereafter:

(1) use information protected by Business and Professions Code section 6068, subdivision (e) and rule 1.6 acquired by virtue of the representation of the former client to the disadvantage of the former client except as these rules or the State Bar Act would permit with respect to a current client, or when the information has become generally known;* or

(2) reveal information protected by Business and Professions

Code section 6068, subdivision (e) and rule 1.6 acquired by virtue of the representation of the former client except as these rules or the State Bar Act permit with respect to a current client.

I attest that I diligently represented S&T in regards to the Basin Plan and Judgment;

however, it is foreseeable that S&T could perceive my representation of LOCSD as a breach of loyalty and/or have concerns as to disclosure of confidential information. I can assure you that S&T’s attorney-client privilege will be maintained, and no disclosure of confidential information shall be disclosed and/or utilized in regards to my representation of LOCSD.

YOUR CONSENT

It is understood that this consent will not waive any protection that you may have with

regard to attorney-client communications with me related to my former representation of S&T.

I believe that this correspondence will make S&T familiar with the factual background relevant to the content of this letter and that I have given you a sufficiently-detailed description for

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