HomeMy WebLinkAboutStaff Report 4.E 12/17/2018DATE: December 17, 2018
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Dan St.lPr,
r- — Director, Public Works & Utilities
Leah- P.E. — Environmental Services Manager
SUBJECT: Resolution Authorizing the City Manager to Sign the Joint Exercise of Powers
Agreement with the Bay Area Biosolids to Energy Coalition
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Authorizing the City
Manager to sign the Joint Exercise of Powers Agreement with the Bay Area Biosolids to Energy
Coalition.
BACKGROUND
The City of Petaluma's Ellis Creek Water Recycling Facility (ECWRF) treated a total of 2,200
million gallons of wastewater in 2017 with an average dry weather flow of 4.4 million gallons
per day. The processing of wastewater at Ellis Creek removes solids that are thickened, digested,
and de -watered to create biosolids that are between sixteen and eighteen percent solid material
by weight. Biosolids are the nutrient rich by-product of wastewater treatment. Most of the
ECWRF biosolids are hauled to the Hay Road Landfill in Solano County to build landfill cells
and as alternative daily cover. In addition to being reused in a landfill, biosolids of acceptable
quality may be land applied to benefit agriculture, incinerated, or processed through thermal
oxidation, or converted to soil amendments or compost. Wastewater treatment facilities in the
San Francisco Bay Area reuse biosolids via the following methods: landfill as alternative daily
cover, 66 percent; land application, 20 percent; incineration/thermal oxidation, 11 percent;
landfill disposal, two percent; and soil amendments/compost, less than one percent.
Two major regulations determine the classification of biosolids and the reuse options based on
the classification. The US EPA established 40 CFR part 503 to establish risk and technology-
based regulations on the use of biosolids. The California State Water Resources Control Board
established General Waste Discharge Requirements for the Discharge of Biosolids to Land for
Use as a Soil Amendment in Agricultural, Silvicultural, Horticultural, and Land Reclamation
Activities known as the "General Order." As defined by 40 CFR part 503, the Ellis Creek Water
Recycling Facility generated 8,600 wet tons of class B biosolids in 2017.
Historically, CalRecycle has passed regulations to divert solid waste from landfills but continued
to provide a diversion credit for biosolids and other organics used as alternative daily cover or
alternative intermediate cover for land fill operation. In 2014, California passed AB 1594 that
will eliminate the diversion credit for green waste used as alternative daily cover by 2020.
Because biosolids are considered green waste, landfills have already begun refusing to accept
biosolids. In 2016, California passed SB 1383 that required a regulation be developed by 2018
targeting specific reductions of short-lived climate pollutants. This law identifies programs that
are needed to accomplish the short-lived climate pollutants reduction targets. SB 1383 identified
three example regulations to meet the reduction targets including: divert 50 percent of organic
waste from landfills (based on 2014 levels) by 2020; divert 75 percent of organic waste from
landfills (based on 2014 levels) by 2025; and achieve a 40 percent reduction in methane
emissions (based on 2013 levels) by 2020.
DISCUSSION
Across the San Francisco Bay Area, agencies have started to explore opportunities to diversify
biosolids management options to maintain reuse and disposal options if biosolid loads are turned
away as alternative daily cover. Nineteen Bay Area agencies have formed a Joint Exercise of
Powers Agreement known as the Bay Area Biosolids to Energy Coalition to create local
sustainable solutions to biosolids management. Most of the participating Bay Area agencies of
the Coalition would like to see alternative daily cover and land application preserved. However,
changes in regulations and diminishing landfill capacity have been the impetus to seeking
additional long term sustainable alternatives.
In 2017, the City increased its biosolids reuse portfolio by sending one 20 -ton truck a week to
Lystek's Organic Materials Recovery Center in Fairfield as a potential long-term sustainable
process. Since 2017, 1,200 wet tons of biosolids from the Ellis Creek Water Recycling Facility
have been sent to Lystek to convert biosolids through thermal hydrolysis into an injectable
biofertilizer. Additionally, staff has identified joining regional partnerships as a way to
investigate other biosolids reuse options and leverage existing technical studies to the City's
advantage.
Since its formation, the Coalition has significantly advanced the industry state of knowledge on
biosolids to energy technologies. The Coalition also participated in Federal advocacy efforts to
build support in Washington, D.C. with elected and Department of Energy officials to secure
language in Appropriations Bills. It has continued to sustain land application in the Bay Area by
seeking to create more capacity for biosolids in the Bay Area marketplace. The Coalition has
started public education and outreach efforts to provide information and awareness on biosolids
management issues in California.
Membership in the Joint Exercise of Powers Agreement would provide the City of Petaluma a
vote on all decisions and a seat for a staff member to attend workshops and the steering
committee meetings. Cost of membership is charged annually and is based on agency size.
Agency size is determined on the wastewater treatment facilities' average dry weather flow with
the lowest tier encompassing all facilities with average dry weather flows less the 5.1 million
2
gallons per day. The Ellis Creek Water Recycling Facility would fall into this lower tier and the
annual cost of membership in the Joint Exercise of Powers Agreement would be $1,500.00.
Joining the Joint Exercise of Powers Agreement would assist the City in meeting the 2025
General Plan goal to "operate and maintain the Ellis Creek Water Recycling Facility in
compliance with all State and Federal permit requirements". Additionally, participating in the
Bay Area Biosolids Coalition will assist in achieving the Council Goal to "design and deliver
cost effective energy and other resource savings projects for City facilities and infrastructure."
FINANCIAL IMPACTS
The cost of membership of $1,500.00 can be met by the existing budget. The proposed action is
currently budgeted and therefore will not cause any unanticipated fiscal impacts. No General
Funds will be expended on this action.
ATTACHMENTS
1. Resolution
2. Amended and Restated Bay Area Biosolids to Energy Coalition Joint Exercise of Powers
Agreement
3. Bay Area Biosolids to Energy Coalition Joint Exercise of Powers Agreement Addendum
3
Attachment 1
RESOLUTION AUTHORIZING THE CITY MANAGER TO SIGN THE JOINT
EXERCISE OF POWERS AGREEMENT WITH THE BAY AREA BIOSOLIDS TO
ENERGY COALITION
WHEREAS, the City of Petaluma General Plan 2025 recognizes the importance of
operating and maintaining the Ellis Creek Water Recycling Facility (ECWRF) in compliance
with all state and federal requirements; and
WHEREAS, biosolids production is inherent in the process of wastewater treatment and
the treatment and disposal of biosolids is subject to federal rules; and
WHEREAS, the biosolids produced at ECWRF are currently reused as alternative daily
cover at a landfill; and
WHEREAS, in 2016 the state legislature enacted Senate Bill 1383 to reduce short term
climate pollutants and to reduce greenhouse gases produced from the decomposition of organic
wastes at landfills, including biosolids; and
WHEREAS, the City of Petaluma General Plan 2025 recognizes the importance of
reducing greenhouse gas emissions; and
WHEREAS, nineteen Bay Area wastewater agencies have formed a Joint Powers
Authority, known as the Bay Area Biosolids to Energy Coalition, to investigate local sustainable
solutions to biosolids management; and
WHEREAS, the Biosolids Coalition is investigating biosolids reuse options that will
reduce greenhouse gas emissions; and
WHEREAS, participating in the Bay Area Biosolids Coalition will assist the City to
diversify its biosolids reuse options by building on the expertise and resources of a coalition of
wastewater agencies.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Petaluma hereby authorizes the City Manager to sign the Joint Exercise of Powers Agreement
with the Bay Area Biosolids to Energy Coalition.
rd
Attachment 2
AMENDED AND RESTATED
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
This amended and restated joint exercise of powers agreement (this "Agreement") is
dated as of July 1, 2012 and is by and among the public entities identified on Exhibit A
(each, an "Initial Member").
RECITALS
A. The California Government Code at Section 6500 et seq. provides that two or
more public agencies may, by agreement, jointly exercise powers common to
them.
B. Each Initial Member is a party to a joint exercise of powers agreement dated
March 30, 2006, between the City and County of San Francisco, the City of
Millbrae, the Delta Diablo Sanitation District, the Dublin San Ramon Services
District, the East Bay Municipal Utility District, the Fairfield -Suisun Sewer
District, and the Union Sanitary District, as amended by Amendment No. 1 and
by Amendment No. 2 (the "Original JEPA"). Among other changes, Amendment
No. 1 added the following parties to the agreement: City of Burlingame, City of
Livermore, City of Richmond, North San Mateo County Sanitation District, West
County Wastewater District, Central Marin Sanitation Agency, Ironhouse
Sanitary District, South Bayside System Authority, Sausalito -Marin City Sanitary
District, Vallejo Sanitation and Flood Control District, and deleted the East Bay
Municipal Utilities District. Amendment No. 2 created a mechanism for other
entities to become parties to the Agreement upon (i) approval by a majority of
then -current Parties, and (ii) execution of a completed Addendum. Subsequently,
the City of Santa Rosa and the City of San Jose each executed a completed
Addendum. As a result of the foregoing, all of the Initial Members listed in
Exhibit A are parties to the Original JEPA.
C. Under the Original JEPA, the parties cooperated to plan, advocate, and analyze
biosolids management solutions for the Bay Area.
D. Under the Original JEPA, the parties agreed that certain tasks were to be
undertaken and completed in Phase IiIB, as defined in the Original JEPA. The
status of those tasks is set forth in Exhibit B.
E. Under the Original JEPA, the Delta Diablo Sanitation District was required and
empowered to perform certain tasks on behalf of the group, including the
following: enter into contracts with consultants to perform certain services and to
manage such contracts; and submit funding applications related to the group's
purposes and to act as the group's agent for the receipt of any state and federal
funds resulting from such applications. Acting on behalf of the group, the Delta
Amended and Restated JEPA v7.2
B0342001/1345905-5
Diablo Sanitation District entered into the contracts identified on Exhibit C
(together, the "Existing Contracts").
F. The Initial Members now desire to amend and restate the Original JEPA in'order
to permit the Members, as defined below, to work cooperatively to further explore
and develop biosolids management solutions and to permit Members to
subsequently enter into contracts for the planning, design, construction, operation,
and maintenance of one or more regional biosolids facilities.
G. By this Agreement, the parties do not intend to create a separate legal entity.
The parties therefore amend and restate the Original JEPA to read in its entirety as
follows:
SECTION 1
Definitions
The following terms have the following meanings:
"Addendum" means an agreement that is in substantial conformity with the
addendum set forth in Exhibit E.
"Coalition" means the Members, when the Members are acting pursuant to this
Agreement. The Coalition is sometimes referred to as the `Bay Area Biosolids to Energy
Coalition" and the `BAB2E Coalition." The Coalition is not a legal entity.
"Contribution" means a payment or payments made to the Coalition by a Member
pursuant to Section 4.A.
"Existing Contracts" has the meaning ascribed to it in Recital E.
"Fiscal Year" means the 12 -month period that begins on July 1.
"Initial Member" has the meaning ascribed to it in the introductory paragraph.
"Lead Agency" means the Member that is designated as the Lead Agency in
accordance with this Agreement to perform the duties set forth in Section S.A, on behalf of
the Coalition. Unless otherwise determined in accordance with Section S.D., the Lead
Agency is Delta Diablo Sanitation District, a California sanitation district organized and
existing under the laws of the State of California.
"Material Action" means any action taken by or on behalf of the Coalition that will
directly (1) create or increase an obligation, debt or liability of any Member, or (2) require any
Member to make a payment or payments to the Coalition in excess of that Member's
Contribution.
Amended and Restated JEPA v7.2 2
80342001/1345905-5
"Members" means the parties to this Agreement, including all Initial Members and any
Subsequent Members, unless and until such party withdraws from participating in the Coalition
in accordance with Section 6.13.
"Subsequent Member" means an entity that becomes a party to this Agreement in
accordance with Section 6.A.
SECTION 2
Purpose
The purpose of the Coalition is to provide a vehicle for participating agencies to work
together to; (i) explore biosolids management issues and technologies, and (ii) develop a
regional project to diversify biosolids management options. The regional project may
ultimately consist of one facility or multiple facilities.
SECTION 3
Decision Making
A. Steering Committee,.
a. Representatives. Each Member may appoint one individual to serve as its
representative on the Coalition's steering committee (the "Steering; Committee").
Each such individual is a "Representative." In addition, each Member may
appoint an individual to serve in place of its Representative, in the event its
Representative is unable to attend a meeting of the Steering Committee (an
"Alternate"). Each Member's Representative and Alternate must be a senior
manager of the Member (s)he represents. By entering into this Agreement, each
Member represents that its Representative and Alternate have the authority to vote
on any issue before the Steering Committee and to bind the Member (s)he
represents.
b. Responsibilities. The Steering Committee is the decision -malting body of the
Coalition. The Steering Committee decides all matters that affect the Coalition.
The Steering Committee over all financial matters affecting the Coalition,
including the expenditure of Coalition funds.
c. Vo_ tiny. Each Representative has one vote. In order for a Member to cast a vote,
the Member's Representative or Alternate must attend the meeting of the Steering
Committee at which a vote is taken. If neither a Member's Representative nor its
Alternate is able to attend a meeting of the Steering Committee in person, the
Member's Representative or Alternate may attend by phone. If a Representative
or Alternate is attending a meeting of the Steering Committee by phone, any vote
taken at such meeting is to be taken by roll call and all other requirements of a
teleconferenced meeting under the Ralph M. Brown Act, as defined below, will
be observed.
Amended and Restated JEPA 0.2 3
B0342001/1345905-5
i, Quorum. A majority of the Members constitutes a quorum for any matter
requiring a vote. A Representative or Alternate attending a meeting of the
Steering Committee by phone counts toward the quorum.
ii. Majority Vote. All decisions of the Steering Committee are based on the
majority vote of the Members voting on a particular issue; provided,
however, the Steering Committee may not take a Material Action without
the unanimous consent of all affected Members. Members shall endeavor
to avoid abstaining from any vote; however, any abstention does not count
toward either the majority or the minority on any vote.
d. Delegation of Duties. The Steering Committee may delegate ministerial duties to
the Lead Agency.
e. Meetings. The Steering Committee will schedule meetings as it deems
appropriate.
f. Minutes. Unless otherwise provided by the Steering Committee, the Lead
Agency will keep minutes of each Steering Committee meeting and will circulate
a copy of the minutes of each meeting to each Representative.
B. Material Action. If any Members desire to pursue a project that could result in a Material
Action without the unanimous consent of all affected Members, the Members desiring the
project may separately contract for and finance the project.
SECTION 4
Finances
A. Contributions. Each Member is required to make a Contribution. Contributions are used
to fund Coalition expenses.
a. Initial Members. The Contribution made or committed to by each Initial Member
is set forth in Exhibit D.
b. Subsequent Members. Unless determined otherwise by the Steering Committee
prior to the admission of a Subsequent Member, the Contribution required of a
Subsequent Member will be based on the Subsequent Member's 2007 average dry
weather flow and will be equal to that of the Member identified on Exhibit D that
has the same 2007 average dry weather flow as the Subsequent Member. If the
Subsequent Member's flow does not match that of an Initial Member identified on
Exhibit D, the Subsequent Member's Contribution will be calculated to be
proportionately equal to that of the Initial Members, The Contribution by a
Subsequent Member may be made either in one lump payment or through
installment payments, as approved by the Steering Committee.
Amended and Restated JEPA 0.2 4
B0342001/1345905-5
Upon the admission of a Subsequent Member, the Lead Agency shall update
the information shown in Exhibit D and circulate the updated information to
all Members.
c. In -Kind Pam. If a Member caries out a demonstration of a new technology,
or takes other actions substantially beyond those taken by other Members, that
contributes to the purpose of this Agreement, the Steering Committee may grant
such Member a credit toward its Contribution, or toward future Contributions, in
exchange for access to and/or information about the demonstration or other
actions. Any such decision by the Steering Committee will be documented by the
Steering Committee through a memo to all Members.
B. Administration of Funds.
a. Account. Coalition funds are to be accounted for by the Lead Agency.
b. Financial Obligations. Financial obligations of the Coalition to be covered by
Coalition funds, including Lead Agency Costs, as defined below, must be
authorized by the Steering Committee.
c. Annual Accounting. The Lead Agency shall prepare, or shall hire a consultant to
prepare, periodic reports and accountings of all Coalition funds. Within sixty (60)
days after the close of each Fiscal Year, the Lead Agency shall prepare, or shall
hire a consultant to prepare, a written report of all of the Coalition's financial
activities for such Fiscal Year. Such reports shall be distributed to each Member.
Should the Lead Agency utilize a consultant for such reporting, the costs shall be
reimbursable from the Coalition Contributions.
d. Records. The Lead Agency shall maintain accurate records of all Coalition
expenditures. Any Member may inspect the books and records of the Coalition at
any time during regular business hours.
C. Disposition. Upon termination of this Agreement, any Coalition assets from cash
contributions remaining after the payment of, or provision for, all debts, liabilities and
obligations of the Coalition (including obligations to Members), are to be returned to the
Members in proportion to their Contributions.
SECTION 5
Lead Agency
A. Duties
a. General. The Lead Agency shall coordinate the activities of the Steering
Committee, including calling and organizing meetings, transmitting notices,
minutes, and other communications to the members of the Steering Committee,
Amended and Restated JEPA v1.2
B0342001/1345905-5
and ensuring compliance with the "Ralph M. Brown Act" (Government Code
section 54950 et seq.), if and to the extent required.
b. Custodian of Coalition Funds, The Lead Agency shall maintain an account for
Coalition funds and perform the accounting and reporting activities set forth in
Section 4.
c. Contracts. The Lead Agency is empowered by the Coalition to enter into
contracts on behalf of the Coalition, provided (i) the contract relates to ministerial
duties that have been delegated to the Lead Agency by the Steering Committee
(such as bookkeeping and other administrative services), or (ii) the Steering
Committee has approved the essential terms of the contract. No other Member is
authorized to enter into contracts on behalf of the Coalition. All contracts signed
by the Lead Agency on behalf of the Coalition, including but not limited to the
Existing Contracts, bind all Members, including Subsequent Members. Upon
request, the Lead Agency will make available to any Member a copy of any
contract entered into on behalf of the Coalition.
B. Costs. Subject to the approval of the Steering Committee, the Lead Agency is entitled to
be reimbursed for costs it incurs in carrying out its duties as Lead Agency, including, but
not limited to, the cost of travel for state and federal advocacy, conference call hosting,
and copying and postage, but excluding staff time, (hereinafter referred to as "Lead
Agengy Costs"). Payment of Lead Agency costs from Coalition funds shall only be made
with Steering Committee approval. The Lead Agency shall keep a record of Lead Agency
Costs and, upon request, shall provide to the Steering Committee a summary thereof.
If the parties agree to a future project for the design, construction, or operation of a
regional biosolids facility, to the extent not otherwise reimbursed, the Lead Agency may
elect to have Lead Agency Costs reimbursed in the form of a credit toward any
contribution required of the Lead Agency for such project.
C. Indemnification. The Members shall defend, indemnify and hold the Lead Agency
harmless from and against any and all claims, damages, losses, liens, judgments,
penalties, expenses (including reasonable attorneys and consultant fees), and/or liabilities
arising out of or relating to any acts of the Lead Agency in its capacity as Lead Agency,
except to the extent caused by the intentional or willful misconduct, or the negligent acts,
errors, or omissions of the Lead Agency or its agents, officers, or employees. This
provision will survive the expiration or termination of this Agreement.
D. Replacement.
a. Resi ngnation. If the Member acting as the Lead Agency resigns as Lead Agency,
the Steering Committee shall select another Member to serve as the Lead Agency.
b. Termination. The Steering Committee may replace the Member acting as Lead
Agency with another Member, with or without cause.
Amended and Restated JEPA v7.2 6
B034200111345905-5
10
c. Effective Date. The effective date of the appointment of a new Lead Agency is to
be determined by the Steering Committee and the new Lead Agency. The
outgoing Lead Agency shall cooperate in transferring management of Coalition
funds to the new Lead Agency, as well as the transfer of all appropriate Coalition
books and records to the new Lead Agency.
SECTION 6
Changes in Coalition Membership
A. Subsequent Members. Any public agency in the Bay Area responsible for processing
and/or managing biosolids may become a Subsequent Member upon (i) approval by the
Steering Committee, and (ii) the execution of an Addendum by such Subsequent
Member. The Contribution to be made by a Subsequent Member will be determined in
accordance with Section 4.A.
B. Withdrawal. A Member may withdraw from the Coalition by providing written notice to
the other Members. Withdrawal from the Coalition does not relieve an entity of any
obligations incurred while a Member, including its obligations as an indemnitor and its
obligation to pay its Contribution in full. At the discretion of the Steering Committee, a
Member shall be deemed to have withdrawn pursuant to this sub -Section if the Steering
Committee determines, after notice to all Members, the Member has failed to abide by
this agreement. Withdrawal from the Coalition, whether voluntary or involuntary, does
not entitle a Member to a refund of its Contribution.
SECTION 7
Indemnification
With the exception of the Lead Agency when performing its duties as Lead Agency,
in the performance of this Agreement, each Member and its agents, employees, and
contractors shall act in an independent capacity and not as officers, employees, or agents of
any other party. Except as, and to the extent, set forth in Section 5.C., no Member assumes
any liability for the activities of another Member in the performance of this Agreement and
each Member (i) is responsible in proportion to its respective fault for all liability, including
but not limited to personal injury or property damage that may arise out of this Agreement
and, (ii) specifically repudiates the division of liability otherwise provided for in Chapter 21
of Part 2 of Division 3.6 of title 1 of the Government Code, entitled "Tort Liability under
Agreements between Public Entitles," section 895 et seq. Except to the extent Section S.C.
provides otherwise, each Member expressly agrees to defend, indemnify, and hold harmless
the other Members and their directors, council members, officers, agents and employees from
and against any and all loss, liability, expense, claims, suits, and damages, including
attorneys' fees, to the extent arising out of or resulting from the negligent acts, errors or
omissions, or the intentional or willful misconduct of the indemnifying Member, its
associates, employees, sub -consultants, or other agents, in the operation of and/or
Amended and Restated JEPA 0.2 7
B0342001/1345905.5
11
performance under this Agreement. This provision will survive the expiration or termination
of this Agreement.
SECTION 8
Dispute Resolution
A. General. It is the intent of the Members that before the initiation of any administrative,
legal or equitable action concerning any dispute arising out of this Agreement, such
dispute be subject to the dispute resolution process provided in this Section. The
Members shall make good faith efforts to resolve all such disputes by negotiation or
mediation as provided in this Section and at the lowest possible cost.
B. Dispute Notification and Negotiation. Any Member claiming a dispute arising out of this
Agreement shall notify the other Members of the nature of the dispute in writing. The
Members shall first attempt to negotiate and resolve the dispute at the technical and/or
administrative staff level as appropriate. If the dispute is not resolved at this level, then
the General Manager of each of the relevant Members, or other chief staff persons or
their designees, shall attempt to negotiate and resolve the dispute. If the Members are
unable to resolve the dispute at the staff level, the governing bodies of the Members may
each appoint not more than two representatives who will attempt to negotiate and resolve
the dispute. If the dispute is not resolved through the negotiation process set forth in this
paragraph within ten (10) weeks of the initial written notification of the dispute, any party
to the dispute may request mediation as set forth below.
C. Mediation. Any party to the dispute may request mediation by sending a written demand
for mediation of a dispute to the other parties to the dispute. The parties shall select, by
agreement, the mediator. No person shall act as a mediator who is in any way financially
interested in the work or the business or political affairs of any party to the dispute. The
mediator shall meet with the parties together and/or alone as needed in an attempt to
facilitate the resolution of the dispute. The parties will share the cost of the mediation
equally.
D. Final Recourse. If a dispute is not resolved through mediation within eight (8) weeks of
the written demand for mediation, a party to the dispute may resort to such other recourse
deemed appropriate, including, but not limited to, seeking administrative, legal or
equitable relief.
E. Attorneys' Fees. With the exception of the Lead Agency when performing its duties as
Lead Agency, each party to a dispute shall bear its own attorneys' fees and costs in all
aspects of dispute resolution. If the Lead Agency participates in any dispute resolution
process in its capacity as Lead Agency with the prior approval of the Steering
Committee, the Lead Agency is entitled to be reimbursed by the Members for any costs,
expenses and attorneys' fees it incurs in such capacity.
SECTION 9
General
Amended and Restated JFPA v7.2 8
B0342001/1345905-5
12
A. Existing Contracts. The Members hereby ratify and approve the Existing Contracts.
B. Privileges and Immunities. In accordance with Government Code section 6513, all of
the privileges and immunities from liability, exemptions from laws, ordinances and
rules, all pension, relief, disability, workmen's compensation, and other benefits that
apply to the activity of the officers, agents or employees of the Members when such
agents or employees are performing their respective functions within the territorial
limits of their respective agencies, apply to them to the same degree and extent while
they are engaged in the performance of any of their functions and duties
extraterritorially in furtherance of the objectives of this Agreement.
C. Term. This Agreement will remain in effect indefinitely unless terminated by mutual
written agreement of the parties.
D. Officers, Employees, Agents. If the Coalition contracts with any Member for
services, none of the persons providing that service on behalf of the Member is, by
reason of such contract, an employee or agent of the Coalition.
E. Principal Office. The Steering Committee may, but is not obligated to, establish a
principal office of the Coalition.
F. Notices. Unless and until notified of a substitute address, all notices are to be
directed to a Member at the address designated for such Member in Exhibit A or the
Addendum executed by such Member, as applicable. Notices are effective three
business days after depositing in the United States postal system, upon confirmed
facsimile transmission, upon receipt of electronic (e.g., e-mail) transmission, or on the
next business day if sent by overnight courier in accordance with this Section.
G. Integration; Amendment. This Agreement, including its exhibits, all contracts
executed by the Lead Agency on behalf of the Coalition, including but not limited to
the Existing Contracts, and all Addendums, together set forth all the promises,
agreements, conditions, and understandings of the Members with respect to the
subject matter hereof. Except as otherwise provided in Section 91 and elsewhere
herein, no subsequent alteration, amendment, change or addition to this Agreement is
binding upon the Members unless reduced to writing and signed by all Members.
H. No Construction Against Drafter, Each Initial Member has participated in negotiating
and drafting this Agreement. If an ambiguity or a question of intent or interpretation
arises, this Agreement is to be construed as if the parties had drafted it jointly, as
opposed to being construed against a party because it was responsible for drafting one
or more provisions of this Agreement.
I. Severability. If any part of this Agreement is held by a court to be invalid, the
remainder of the Agreement will continue in full force and effect, provided that the
Amended and Restated JEPA v7.2 9
B0342001/1345905-5
13
remainder of the Agreement can be interpreted to give effect to the intention of the
Members.
J. Successors, This Agreement binds and inures to the benefit of the successors of the
Members in the same manner as if they were expressly named. Nothing in this
Agreement may be construed to give any rights or benefits to anyone other than the
parties or their respective successors.
K. Governing Law. The laws of the State of California govern all matters arising out of
this Agreement.
L. Effectiveness. Upon execution by the Initial Members, this Agreement shall be
deemed effective as of the date first set forth above, except that execution by an
Initial Member that withdraws is not required in order for this Agreement to become
effective as to the other Members.
M. Entire Agreement, This Agreement supersedes all prior agreements and
understandings between the Members on the subject matter hereof.;
SECTION 10
Signatures
A. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which together shall constitute one and
the same agreement.
B. Signatures. The following signatures attest the parties' agreement hereto.
Amended and Restated JEPA 0.2 10
B0342001/1345905-5
14
CITY OF BURLINGAME
City Attorney
Mary Ell Kearney
City Clerk
Amended and Restated JBPA v7.2
B0342001/1345905-5
11
im Nantell
City Manager
15
CITY OF LIVERMORE
Approved as to form: ✓
411inomidor
City Attorney
Amended and Restated JEPA 0.2
12
Marc Roberts
City Manager
B03420011134590i-5
16
CITY OF MILLBRAE .
as to form:
To—an Gassman . Marcia Raines
City Attorney City Manager
Amended and Restated JEPA v7.2 13
B0342001/1345905-5
17
CITY OF RICHMOND
Approv 110011n:
City Attorney
Amended and Restated JEPA v7.2
80342001/1345905-5
14
Bill Lindsa.
City Manager
18
CITY OF SAN JOSE
moved as to form:
/1/
r
City Attorney
Amended and Restated TEPA v7.2 15
B034200111345905-5
Norberto Dins
Deputy City Manager
19
CITY OF SANTA ROSA
Approved as to form:
City Attorney
Amended and Restated )EPA v7.2
B0342001/1345905-5
16
" - - z-, �-i �-
Richard Dowd
BPU Chairman
20
CENTRAL MARIN SANITATION AGENCY
as to form:
ack Govi
ssistant County Counsel
Amended and Restated JEPAv7.2
80342001/1345905-5
6 Jaso .Dow.
general Manager
17
21
DELTA DIABLO SANITATION DISTRICT
Approved as to form:
r -
Mar �� ✓
Tr..
c,4
r ",k
District Counsel
Amended and Restated TEPA v7.2'
B0342001/1345905-5
18
r
Gai ' 'V ing —
GenerafManager
22
DUBLIN SAN RAMON SERVICES DISTRICT
Approved as to form:
CA'�& N V r WOeit
Carl P. A., Nelson
General Counsel
Amended and Restored JEPA 0.2
B0342001/1345905.5
19
Beit L. Michalczyk
General Manager
23
FAIRTi IELD-SUISUN SEWER DISTRICT
Approved as to form:
Mark Cornelius
District Counsel
Amended toad Restated JEPA v7.2 20
B03420011134005 5
24
IRONHOUSE SANITARY DISTRICT
.Approved as to form:
4
Frederick M. Etzel om Williams
District Counsel General Manager .
Amended and Restated JEPA v7.2 21
B0342001/1345905-5
25
NORTH SAN MATEO COUNTY SANITATION DISTRICT
Approved as to form:
Ros Z merman
Distric Counsel
Amended and Restated TEPA 0.2
80342001/1345905.5
22
P ricia E. Martel
eneral Manager
26
SAN FRANCISCO PUBLIC UTILITIES COMMISSION
Amended and Restated JEPA v7.2 23
B0342001/1345905-5
Harlan L. Kelly, Jr.
General Manager
W/
SAUSALITO-MARIN CITY SANITARY DISTRICT
Approved as to form:
..
el
Jennifer F aught
District Counsel
Amended and Restated JB1'A v7.2
B0342001/1.345905-5
24
Robert Simmons
General Manager
28
SOUTH BAYSIDE SYSTEM AUTHORITY
Approved as to %i7n:
01- �-
David E. Schricker
General Counsel
Amended and Restated JBPA v7.2
B0342001/1345905-5
25
Daniel Child
Manager
29
UNION SANITARY DISTRICT
Approved as to form:
David M. O'Hara
District Counsel
Amended and Restated JEPA v7,2
B0342001/1345905-5
ME
Richard Currie
General Manager
Q, -
30
VALLEJO SANITATION AND FLOOD CONTROL DISTRICT
Anbroved as
Favdro, ga#ezK Gill,`Oaretti & Heppell Ron Matheson
District Counsel District Manager
Amended acid Restated JEPA v7,2 27
80342001/1345905-5
31
WEST COUNTY WASTEWATER DISTRICT
Approved as to form:
aoao-
Alfred
A. Cabral
Board Attorney
Amended and Restated JEPA v7.2 28
B0342001/1345905-5
32
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
ADDENDUM
This addendum to the July 1, 2012 agreement entitled "Amended and Restated Bay Area
Biosolids to Energy Coalition Joint Exercise of Powers Agreement", is dated December 20,
2012, and is made by the City of Palo Alto (the "City"), a municipal corporation, for the purpose
of the City becoming a party to the Agreement and a Member of the Coalition, as those terms are
defined in the Agreement. The Agreement is incorporated by reference and made a part of this
Addendum.
The City acknowledges that it has received a copy of the Agreement and, after a thorough
review of the Agreement, desires to become a party to the Agreement and a Member. The
Agreement permits the addition of parties to the Agreement if (i) such addition is approved by a
majority of the members of the Steering Committee, as defined in the Agreement, and (ii) the
agency desiring to become a parry provides certain information and assumes the obligations of a
party through the execution of an addendum.
The governing body of the Agency certifies that the Agency has reviewed the Agreement
and agrees to its terms.
In consideration for the mutual promises set forth in the Agreement, the governing body
of the Agency hereby agrees to accept and perform all duties, responsibilities and obligations
required of a Member as set forth in the Agreement. Further, the governing body authorizes its
Director of Environmental Services, or his/her designee, as its Representative, with authority to
sign all documents necessary to implement the Agreement.
The notice address for the Agency's Representative is:
Phil Bobel, Director
City of Palo Alto, Department of Environmental Services
2501 Embarcadero Way
Palo Alto, CA 94303
CMI'YPALO ALTO
B
,James Keene, City Manager
The Agreement and the Addendum are approved as to form:
By(-/ '�ir7)
,Attorney for City of Palo Alto
(1' Molly Stump, City Attorq y
B0342001/1296391-1 Page 1 of 1
33
10,142411
r �•
City of Burlingame
William E. Toci, Plant Manager
1103 Airport Blvd.
Burlingame, CA 94010
Phone: (650) 342-3727
Fax: (650) 342-3712
William.toci@veoliawatelma.com
City of Livermore
David A. Stoops, Public Works Operations
Manager
101 W. Jack London Blvd.
Livermore, CA 94551
Phone: (925) 960-8122
Fax: (925) 960-8105
dastoops@ci.liveimore.ca.us
City of Millbrae
Ronald Popp, Director of Public Works
621 Magnolia Avenue
Millbrae, CA 94030
Phone: (650) 259-2339
Fax: (650) 697-8158
r.popp@ci,millbrae.ca.us
City of Richmond
Chad Davisson,
Wastewater/Stormwater Division Manager
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-1630
Phone: (510) 620-5486
Fax: (510) 307-8116
Chad Davissonna,ci.richmond.ca.us
Central Marin Sanitation Agency
CSMA
Jason Dow, General Manager
1301 Anderson Drive
San Rafael, CA 94901
Phone: (415) 459-1455 x 145
Fax: (415) 459-3971
idow@centralmariiisa.org
Delta Diablo Sanitation District (DDSD)
Caroline Quinn, District Engineer
2500 Pittsburg -Antioch Highway
Antioch, CA 94509-1373
Phone: (925) 756-1928
Fax: (925) 756-1960
carolineqgddsd.org
Dublin San Ramon Services District
DSRSD
Bert L. Michalczyk, General Manager
7051 Dublin Boulevard
Dublin, CA 94568
Phone: (925) 875-2200
Fax: (925) 829-1180
michalcUk@dsrsd.co
Fairfield -Suisun Sewer District
Gregory G. Baatrup, General Manager
1010 Chadbourne Road
Fairfield, CA 94534-9700
Phone: (707) 429-8930
Fax: (707) 429-1280
jzbaatrup@fssd.com
Ironhouse Sanitary District (ISD)
Jenny Skrel, District Engineer
450 Walnut Meadows Drive
Oakley, CA 94561
Phone: (925) 625-2279
Fax: (925) 625-0169
skrelisd@sbcgobal.net
B0342001/1249516-1
34
EXHIBIT A
(Continued)
North San Mateo County Sanitation
District
Patricia E. Martel, General Manager
333 -90th Street
Daly City, CA 94015
Phone: (650) 991-8127
Fax: (650) 991-5759
pmartel@dalyciiy.org
San Francisco Public Utilities
Commission (SFPUC)
Tommy Moala, Assistant General Manager,
Wastewater Enterprise
1155 Market St. 1 lth Floor
San Francisco, CA 94103
Phone: 415-554-2465
Fax: (415) 554-3171
tmoala@sfwater.org
Sausalito -Marin City Sanitary District
Robert Simmons, General Manager
P.O. Box 39
Sausalito, CA 94966
Phone: (415) 332-0244
Fax: (415) 332-0453
bob@smcsd.net
South Bayside System Authority
Daniel T. Child, Manager
1400 Radio Road
Redwood City, CA 94065-1220
Phone: (650) 832-6220
Fax: (650) 591-7122
theiTera ,sbsa.org
Union Sanitary District
Richard Currie, General Manager
5072 Benson Road, P.O. Box 5050
Union City, CA 94587-8550
Phone: (510) 477-7502
Fax: (510) 477-7501
rich cLiiTie@unionsanitary.com
Vallejo Sanitation and Flood Control
District
Ron Matheson, District Manager
450 Ryder Street
Vallejo, CA 94590
Phone: (707) 644-8949 x211
Fax: (707) 644-8975
rmatheson@—vsfcd.com
West County Wastewater District
WCWD
E. J. Shalaby, General Manager
2910 Hilltop Drive
Richmond, CA 94806
Phone: (510) 222-6700
Fax: (510) 222-3277
eshalaby@wcwd.org
City of Santa Rosa
Zachary Kay, Biosolids Manager
4301 Llano Rd
Santa Rosa, CA 95407
Phone: (707) 543-3374
Fax: (707) 543-3444
zkU@srciiy.org
City of San Jose
Jo Zientek, Deputy Director of
Environmental Services
200 East Santa Clara Street, 10'x' Floor
San Jose, CA 95113
Phone: (408) 535-8557
Fax: (408) 292-6211
Jo.Zientek@sanioseca.gov
B0342001/1249516-1
35
EXHIBIT B
BAY AREA BIOSOLIDS TO ENERGY COALITION
STATUS OF "PHASE III.B". (FROM ORIGINAL JEPA) TASKS
TASK
DESCRIPTION
STATUS
1
Biosolids Management Alternatives
Complete
2
Engineering Facility Planning
Compfete
3
Site Screening and Environmental Documentation.
Complete
4
Project (Agency) Outreach
Complete
S
Stakeholder Outreach
Complete
6
Grant Funding Assistance
Ongoing
7
State and Federal Advocacy Assistance
Ongoing
B0342001/1249517-2
36
101
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
EXISTING CONTRACTS
The following is a list of contracts that Delta Diablo Sanitation District (DDSD) has entered into on behalf of the
Bay Area Biosolids to Energy Coalition.
1. Consulting Services Agreement between DDSD and Carollo Engineers, dated March 26, 2009, for
technical and engineering services.
2. Consulting Services Agreement between DDSD and ENS Resources, dated January 1, 2009, for federal
advocacy services.
3. Consulting Services Agreement between DDSD and Edelstein Gilbert Robson & Smith, dated
November 1, 2008, for state advocacy services.
4. Agreement between Bay Area Biosolids to Energy Coalition/DDSD and Water Environment Research
Foundation, dated May 12, 2011, for WERF to organize and manage a peer review of a demonstration
project
5. Contract for legal Services between DDSD and Archer Norris, A Professional Law Corporation, dated
March 17, 2011, for legal services related to establishing a governance structure (through a JEPA
Amendment) for the Bay Area Biosolids to Energy Coalition.
6, Agreement No. 500-10-34 between DDSD and the State of California Energy Resources Conservation
and Development Commission (Energy Commission), to provide funding.for a technology
demonstration project
7. Project Agreement between DDSD and Intellergy Incorporated, dated June 21, 2011, to Transfer
Obligations and funding under Funding Agreement 500-10-34 to Intellergy.
B0342001/1296384-1
37
Joint Exercise of Powers Agreement
BAY AREA BIOSOLIDS TO ENERGY COALITION
EXHIBIT D
Project Cost Allocation
38
2007 Avg Dry
Agency
Weather Flow(mgd)
Total Payment
Sausalito Marin
1.3
$46,333
City of Milbrae
1.5
$47,307
Ironhouse Sanitary District
2.7
$53,153
City of Burlingame
3.6
$57,537
North San Mateo County San
6.6
$72,151
Central Marin Sanitation Agency
7.0
• $74,099
City of Livermore
7.1
$74,586
West County Wastewater District
7.2
$75,074
City of Richmond
9.2
$84,816
Dublin San Ramon Services District
11.1
$94,072
Vallejo Sanitation District
11.0
$93,585
Delta Diablo Sanitation District
14.0
$108,199
Fairfield -Suisun Sewer District
14.5
$110,634
South Bayside System Authority
15.3
$114,531
Santa Rosa
15.3
$114,531
Union Sanitary District
26.5
$169,090
San Francisco Public Utilities District
79.0
$424,835
City of San Jose
112.0
$585,588
TOTAL
$2,400,119
San Jose Credit for demonstration
$215,000
TOTAL Cash Contributions
$2,185,119
38
EXHIBIT E
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
FORM OF ADDENDUM
This addendum to the - [date] agreement entitled "Amended and Restated Bay
Area Biosolids to Energy Coalition Joint Exercise of Powers Agreement", [as amended on
[list dates of any amendments] (the "Agreement"), is dated ,
and is made by [name of agency] (the "Agency"), a
[state legal capacity, e.g. a municipal corporation] for the purpose of
Agency becoming a party to the Agreement and a Member of the Coalition, as those terms are
defined in the'Agreement. The Agreement is incorporated by reference and made a part of this
Addendum.
The Agency acknowledges that it has received a copy of the Agreement and, after a
thorough review of the Agreement, desires to become a party to the Agreement and a Member.
The Agreement permits the addition of parties to the Agreement if (i) such addition is approved
by a majority of the members of the Steering Committee, as defined in the Agreement, and (ii)
the agency desiring to become a party provides certain information and assumes the obligations
of a party through the execution of an addendum.
The governing body of the Agency certifies that the Agency has reviewed the Agreement
and agrees to its terms.
In consideration for the mutual promises set forth in the Agreement, the governing body
of the Agency hereby agrees to accept and perform all duties; responsibilities and obligations
required of a Member as set forth in the Agreement. Further, the governing body authorizes its
[title], or his/her designee, as its Representative, with authority to sign
all documents necessary to implement the Agreement.
The notice address for the Agency's Representative is:
[Name of Agency]
go
Chairperson
The Agreement and the Addendum are approved as to form:
LIZ
Attorney for AGENCY
B0342001/1296391-4 I Page 1 of 1
39
Attachment 3
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
ADDENDUM
1. This addendum to the July 1, 2012 agreement entitled "Amended and Restated Bay
Area Biosolids to Energy Coalition Joint Exercise of Powers Agreement", (the "Agreement"), is
dated November 19, 2018, and is made by City of Petaluma (City), for the purpose of the City
becoming a party to the Agreement and a Member of the Coalition, as those terms are defined in the
agreement. The Agreement is incorporated by reference and made a part of this Addendum.
2. The City acknowledges that it has received a copy of the Agreement and, after a
thorough review of the Agreement, desires to become a party to the Agreement and a Member. The
Agreement permits the addition of parties to the Agreement if (i) such addition is approved by a
majority of the members of the Steering Committee, as defined in the Agreement, and (ii) the agency
desiring to become a party provides certain information and assumes the obligations of a party
through the execution of an addendum.
3. The governing body of the City has authorized the City's undersigned representative
to agree to the terms of the Agreement.
4. The Members of the Coalition hereby represent and acknowledge that the current
Contribution methodology for Subsequent Members has been revised and no longer conforms to the
methodology described in Section 4(A)(b) and Exhibit D of the Agreement. The Coalition's existing
membership has duly elected to discontinue the Contribution methodology described in those
portions of the Agreement and to replace it with a new annual dues structure. The annual dues for
Initial Members and Subsequent Members are calculated based on 2013 average dry weather flow.
Accordingly, notwithstanding anything to the contrary in the Agreement or this Addendum, the
Members of the Coalition and the City hereby agree that the City shall not be required to make a
Contribution on the basis described in the Agreement and shall instead receive all benefits and
privileges of membership upon payment of annual dues calculated using the same revised
methodology that currently applies to all other Members. Under that revised methodology, the City's
dues payment for the fiscal year 2018-2019 is $1,500.00.
5. In consideration for the mutual promises set forth in the Agreement, the governing
body of the City hereby agrees to accept and perform all duties; responsibilities and obligations
required of a Member as set forth in the Agreement. Further, the governing body authorizes its
Director of Public Works and Utilities, or his/her designee, as its Representative, with authority to
sign all documents necessary to implement the Agreement.
.s
6. The notice address for the Agency's Representative is:
Dan St. John, Director of Public Works and Utilities
202 North McDowell Blvd
Petaluma, CA 94954
City of Petaluma
ME
John Brown
City Manager
The Agreement and the Addendum are approved as to form:
Lo
City Attorney,
On behalf of the Members of the Coalition, I affirm that the representations in Paragraph 4 of this
Addendum are accurate and complete and that the Coalition's membership has duly authorized the
District's membership in the Coalition on the financial terms set forth in that Paragraph 4. I further
affirm that the Members of the Coalition have authorized me to sign this Addendum for the purpose
of making these affirmations on their behalf.
an
Sarah A. Deslauriers
Coalition Program Manager
41