Attachment 1 MOA with Las Virgenes Triunfo Joint Powers Authority — Thousand Oaks City Council, April 14, 2026

Las Virgenes – Triunfo Joint Powers Authority
4232 Las Virgenes Road, Calabasas, CA 91302
818.251.2100
Carl Jarecky
Vice Chair, Las Virgenes-Triunfo
Joint Powers Authority
Chair, Triunfo Water & Sanitation District
Board of Directors
Andy Coradeschi
Chair, Las Virgenes-Triunfo
Joint Powers Authority
President, Las Virgenes Municipal Water District
Board of Directors
ATTACHMENT #1

MEMORANDUM OF AGREEMENT

FOR THE PURE WATER PROJECT BETWEEN

LAS VIRGENES - TRIUNFO JOINT POWERS AUTHORITY AND

THE CITY OF THOUSAND OAKS
This Memorandum of Agreement (“MOA”) is entered into by and among the Las Virgenes – Triunfo Joint Powers Authority (“JPA”) and the City of Thousand Oaks ("City"), collectively referred to herein as the "Parties." The MOA is effective as of the date of execution by the last party to execute the MOA.

RECITALS
A. WHEREAS, on December 8, 2025, the JPA awarded Amendment 8 to The Walsh Group, Ltd. ("Contractor") for Progressive Design Build Contracting Services associated with the Pure Water Project (“Project”) Las Virgenes-Triunfo, a public works project;
B. WHEREAS, the Project includes installation of a Reverse Osmosis Concentrate Pipeline (ROC)which passes through the City of Thousand Oaks to help produce a new regional supply of local water resources; and C. WHEREAS, the ROC pipeline presents a potential future opportunity for management of brine waste from the City of Thousand Oaks and presents an economic development opportunity for the Newbury Park Rancho Conejo Corridor, given the desirable access to a property- adjacent brine line disposal facility for multiple sectors of the City’s industrial and manufacturing community; and
D. WHEREAS, the JPA and the City desire to complete the Project in the most cost-effective manner with the least amount of disruption to the City’s residents; and
E. WHEREAS, the City has agreed to establish a not to exceed amount of $269,889 for the encroachment into Public Right of Way necessitated by the construction of the ROC pipeline and it’s appurtenances, this permit shall be pulled at a later date by the Contractor; and
F. WHEREAS, the JPA desires to acquire the use of an existing, City owned sleeve/casing pipe across the Conejo Canyons Bridge for the ROC alignment; and
G. WHEREAS, the City wishes to retain an option to have the Contractor install fiber conduit infrastructure (“Fiber Conduit”) between the City’s Municipal DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 2 ends

Janna Orkney
Chair, Las Virgenes-Triunfo
Joint Powers Authority and Chair,
Triunfo Sanitation District Board of Directors
Charles Caspary
Vice Chair, Las Virgenes-Triunfo
Joint Powers Authority and President,
Las Virgenes Municipal Water District
Board of Directors
Service Center and Hill Canyon Treatment Plant during the JPA's construction activities to minimize future disruption to the City’s streets and access road, at the City’s cost; and
H. WHEREAS, the JPA desires to pay an in-lieu fee for pavement impact/restoration associated with construction of the Project, and to have the responsibility for pavement restoration fall to the City; and I. WHEREAS, the City desires to complete pavement restoration upon completion of the Project with its own forces or contractors at a future date, to reduce impacts to residents and businesses and avoid trenching of recently paved streets; and
J. WHEREAS, the JPA desires to establish an access road through open space owned by the City for installation of the ROC and future maintenance of the ROC; and
K. WHEREAS, the JPA and City desire to establish a non-exclusive utility easement over such access road for installation of the ROC line by the JPA and to preserve future rights for City owned utility installation, as well as a joint utility easement for the City and LVMWD for the portion of the pipeline passing through private property between Rancho Conejo Blvd. and the City-owned open space; and
L. WHEREAS the Parties desire to divide responsibilities under this MOA, as described in Exhibit “A”, with the City paying for Contractor’s charges associated with the Fiber Conduit should that option be executed, and the JPA paying for the use of an existing sleeve/casing pipe, street restoration, and administrative costs to establish a utility easement; and
M. WHEREAS, the JPA will serve as the lead agency for the administration of the construction of the Project (including the optional Conduit) on behalf of the Parties; and
N. WHEREAS, the Parties desire to enter into this MOA voluntarily to, among other things, act in a cooperative manner to complete the Project, set forth the Parties’ intent to have the Project administered and coordinated by the JPA, establish the roles of the Parties relative to each other; and establish the terms of payment between the JPA and the City.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits and representations made herein, the Parties hereby agree as follows:

1. Purpose – This MOA is entered into by the Parties to provide for the construction and installation of the Project improvements within the City of DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 3 ends

2. Incorporation of Recitals — The recitals above are incorporated by reference and hereby made a part of this MOA.

3. Term of MOA — This MOA shall continue in effect until all of the Project improvements referenced herein within the City’s boundaries are fully completed, and all associated payments are made, unless earlier terminated or extended by written agreement of the Parties.

4. Information Sharing — The Parties mutually agree to share, to the extent not otherwise prohibited by law or by legal or trade secret privilege, all information required to develop, prepare, and submit documents required for the portion of the Project located within City’s geographical boundary.

5. Contractor Payment — The JPA shall direct the funds from this MOA to pay Contractor for the Conduit installation should the City execute the option in accordance with the terms outlined in the Contract.

6. Easement – The Parties agree to establish a shared easement as follows:
i. The JPA and the City shall establish a joint utility easement over an access road as shown in Exhibit “B”.
ii. The JPA shall bear all costs associated with the development of easement instruments, surveys, and related documentation. iii. The City shall waive all costs for approving and recording such easement.
iv. The Parties recognize that this easement arrangement requires final approval by the Thousand Oaks City Council prior to execution of the easement documents.
v. Parties shall cooperate in good faith to complete the easement documentation within a reasonable time following City Council approval.

7. City Cost Share - The City will retain the option to have Fiber Conduit installed as part of the ROC installation at a cost of Three Hundred and Eleven Thousand, One Hundred and Four dollars ($311,104), consisting DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 4 ends

Execution of this option must be made no later than April 30, 2026 to keep the existing pricing as identified. After that date the project is anticipated to incur additional design or construction costs. If a determination to include Fiber Conduit is made after that date, the City may, at its sole discretion and cost, bear the cost of the Change as negotiated with the Contractor, under an amendment to this agreement.

8. JPA Cost Share - The JPA shall be responsible to compensate the City the amount of $45,600 for use in perpetuity of an existing sleeve/casing (casing) pipe as shown in the attached Exhibit “A” across the Conejo Canyons Bridge (Bridge). This casing shall be used by the JPA for the purposes of conveying the ROC line across the Bridge, and the project’s contractor shall install the main within the sleeve. The amount being paid to the City is related to the City’s costs incurred during the construction of the Bridge to install the referenced casing. The JPA shall additionally be responsible for the cost of the pavement restoration associated with the Project, in the amount of $3,884,230. This payment will be considered complete payment for pavement impact and restoration including all costs incurred by the City for the design, planning, construction, inspection, and construction management of such improvements.

9. Payment to the City – The JPA shall pay to the City the total sum of $3,618,726. This sum includes the JPA Cost share items above and deducts the City Cost Share item. This amount shall be paid in two parts, with 50% ($1,809,363) coming due upon execution of this MOA, and the other 50% ($1,809,363) plus any remaining contingency funds associated with the fiber line becoming due at completion of the work. Should the City decline to exercise the option to install conduit, an additive adjustment of $311,104, to the second payment shall be made. The revised second payment, without execution of the Fiber Conduit option, shall be $2,120,467.

10. Contracting — The Parties agree that the JPA shall be considered the contracting agency and the administrator of the Project including the Fiber Conduit if exercised. It is the intent of the Parties that Contractor shall look solely to the JPA for payment and to resolve any issues with the Contract.

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 5 ends

11. Supervision of Contractor — The JPA shall act as the lead agency in the construction and management of the Project. The City shall have the opportunity to approve or deny discretionary change orders related to the Fiber Conduit. The City will inspect the installation of the Fiber Conduit at its own cost. Except for change orders issued on an emergency basis, the JPA shall notify the City regarding all proposed change orders related to the Fiber Conduit, including cost and scope changes, and shall offer the City reasonable time for approval or denial of such change orders.

12. Indemnification
i. The City shall indemnify and defend the JPA and the JPA’s officers, agents, and employees from and against any and all liabilities, actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorney’s fees, for injury to or death of person(s), for damage to property (including property owned by the JPA) resulting from acts or omissions of the City or any of the City’s officers, employees, or agents in connection with the Fiber Conduit.
ii. The JPA shall indemnify and defend the City and the City’s officers, agents, and employees from and against any and all liabilities, actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorney’s fees, for injury to or death of person(s), for damage to property (including property owned by the City) resulting from acts or omissions of the JPA or any of the JPA’s officers, employees or agents in connection with the Project (including the Fiber Conduit).
iii. This Section 12 shall survive the termination or expiration of this MOA.

13. Representation — The representative of the JPA shall be the Principal Engineer. The representative of the City shall be the Public Works Director. These individuals shall be the primary contact persons for the Parties regarding the performance of this MOA unless otherwise designated by a Party's representative.

14. Notices — Any notices, bills, invoices, or reports relating to this MOA and any request, demand, statement or other communication required or permitted hereunder shall be in writing and shall be delivered to the representatives of the Parties at the addresses set forth below:

To JPA: Las Virgenes Municipal Water JPA
Attn: Jessica Forte, P.E., Principal Engineer
4232 Las Virgenes Road
Calabasas, CA 91302-1994
DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 6 ends

15. Relationship of the Parties - The Parties are, and shall at all times remain as to each other, wholly independent entities. Neither Party to this MOA shall have power to incur any debt, obligation, or liability on behalf of any other Party or otherwise act on behalf of any other Party as an agent except as expressly provided by this MOA. No official, employee, agent, or officer of a Party shall represent that he, she or anyone else from that Party is in any manner an official, agent, employee or officer of the other Party.

16. Governing Law — This MOA shall be governed, interpreted, construed and enforced in accordance with the law of the State of California, excluding California’s choice of law rules. Venue for any legal action or other proceeding relating to this MOA shall be in the Ventura County Superior Court.

17. Severability — If any provision of this MOA shall be determined by any court to be invalid, illegal or unenforceable to any extent, the remainder of this MOA shall not be affected and this MOA shall be construed as if the invalid, illegal or unenforceable provision had never been contained in this MOA.

18. Amendment — This MOA may be modified or amended, or provisions or breach may be waived, only by subsequent written agreement signed by duly authorized agents of the Parties.

19. Authority — The persons executing this MOA on behalf of each Party represents and warrants that he or she has the authority to execute this MOA on behalf of such Party and has the authority to bind the Party to the performance of its obligations hereunder.

20. Entire Agreement — This MOA, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between the Parties regarding the Project and supersedes all prior negotiations, representations or agreements, either written or oral, regarding such subject.

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 7 ends

21. Counterparts — This MOA may be executed in counterparts; all such executed counterparts shall constitute the same MOA, and the signature of any party to any counterpart shall be deemed a signature, and may be appended to, any other counterpart. In the event that any signature is submitted electronically as a scanned image, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such scanned signature page were an original thereof. This Agreement may also be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA). The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to sign below.

LAS VIRGENES MUNICIPAL WATER DISTRICT
as Administering Agent on behalf of the LVMWD and TWSD for the

LAS VIRGENES-TRIUNFO JOINT POWERS AUTHORITY

_______________________________
David W. Pedersen, General Manager Date
Attest:
__________________________
Nancy Lawrence Date
Clerk of the Board of Directors
Approved as to Form:
________________________________
Wayne K. Lemieux Date
District Counsel

CITY OF THOUSAND OAKS
Mikey Taylor, Mayor Date
ATTEST:

Laura B. Maguire, City Clerk Date
DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 8 ends

Andrew P. Powers, City Manager Date
APPROVED BY DEPARTMENT HEAD:

Nader Heydari, PE, Public Works Director Date
APPROVED AS TO FORM:

Office of the City Attorney
Tracy Friedl, Assistant City Attorney Date
DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 8 ends

Page 9 ends

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 10 ends

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 11 ends

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 12 ends

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 13 ends

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 14 ends

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 15 ends

DPW: 840-10\ev\Council\2026\041426\MOA with Las Virgenes–Triunfo Joint Powers Att 1.docx

Page 16 ends

Thousand Oaks City CouncilApril 14, 2026

Thousand Oaks City Council
April 14, 2026