WATER DISTRICT, ORANGE COUNTY (Green Acres Project Water) - 1988

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Section 6: Coordinating Committee 6.1 The Coordinating Committee is composed of one participant each from'Metropolitan, MWDOC, CMWD, SA and OCWD. The Coordinating Committee shall meet as needed to resolve issues regarding the LRP Contribution, Annualized Capital Component, Operation and Maintenance Component, Annualized Replacement Component, and Project ect Unit Cost, The Coordinating Committee's responsibilities are limited to interpretation of the terms of this agreement. The Coordinating Committee shall not have authority to negotiate, amend, or otherwise change the terms of the Agreement. 62 The Coordinating Committee shall, to the extent possible, seek to establish consensus in carrying out its responsibilities. Metropolitan shall have a single vote on the committee and MWDOC, CMWD, SA and OCWD shall collectively have a single vote on the committee. If by voting the Coordinating Committee cannot resolve a particular matter or matters, a third party shall be appointed by the Parties to provide a third vote on the Committee. The Coordinating Committee shall then act by majority vote as to the matter, or matters. If the Parties cannot agree on the third party, or for any other reason the Parties cannot resolve the disputed matter or matters Ming the Coordinating Committee, the Parties agree to settle the dispute using mediation conducted by a neutral organization agreed upon by the Parties. The Parties shall pay their own expenses of mediation with the exception of the mediator's fee which shall be borne one-half by Metropolitan and one-half collectively by MWDOC, CMWD, SA and OCWD. Costs of mediation shall not be included in the Project Unit Cost. Section 7: Record Kee ing and Audit. 7.1 OCWD shall establish and maintain accounting records of all costs incurred for the construction, operation and maintenance, and replacement parts of the Project as described in Exhibits B, C, and D. Accounting for the Project shall utilize generally accepted accounting practices, and be consistent with the terms of this Agreement. OCWD's Project accounting records must clearly distinguish all costs for the Project from OCWD's other water production, treatment, and distribution costs. OCWD's records shall also be adequate to determine Allowable Yield, Deliveries to OCSD and Recovered Water to accomplish all cost calculations contemplated in this Agreement. 7.2 OCWD shall establish and maintain accounting records of all contributions including grants that offset eligible Project capital costs, operation and maintenance costs, and/or replacement costs, as outlined in Section 5.3. 7.3 OCWD shall collect Recovered Water, Deliveries to OCSD and Allowable Yield data for each Fiscal Year of Project operation and retain records of that data based on the metering requirements in Section 3.4. In addition, OCWD shall collect and retain records of total annual amount of water conveyed outside of OCWD's service area using Project facilities. Agreement 22156 -7-