HomeMy WebLinkAboutStaff Report 5.E 06/06/2011Kn g
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DATE June 6, 2011
TO: Honorable Mayor aril 1V1'embers of the City Council through City Manager
FROM: Pamela Tuft, Interim Department of Water Resources and Conservati
SUBJECT: Resolution Authorizing the City Manager to Execute the Memorandum of
Understanding Establishing Membership in the Bay Area Water Reuse Authority
RECOMMENDATION
commended thatthe City Council,adopt the attached,Resol`ution Authorizing the City
It. rs,, re .
Manager to execute the Memorandum of Understanding establishing menbership:in the Bay
Area Water Reuse Authority (NBWRA).
BACKGROUND
Th oBnt a
p y 2005 for the purpose of coordinating interagency efforts to address
the use was of rec crea d ed water on a regional basis. Membership in" NBWRA is secured
through a Memorandum of Understanding (MOU). The MOU has been amended twice, the
most r of which is 'the Second Amendment MOU executed, on September 15, 2010
(attached).
The stated`purpose tof the NBWRA is to provide recycled water for agricultural, urban, and
environmental uses thereby reducing reliance on local_and;imported,. surf ace water and
groundwater supplies and reducing'the amount of treated effluent released to San Pablo Bay and
its;tributaries. Current members,: cons ist.of Sonoma County Water Agency, Sonoma Valley
County Sanitation District, Napa Sanitation District, Napa 'Co,unty :North Marin Water District,
Novato Sanitary District, and La Gallinas Valley Sanitary District.
Phase I implementation (2065 -2010) included the Feasibility Analysis and cornpletion.of the
EIR/ElS ,, for seven' projects: Hamilton Field/Novato South, (Las Gallinas,. and 'North 1Vlarin);
Novato North ..(Novato SD and North Marin); Novato Central (Novato and North Marin),
So rioma Valley Recycled "and Napa Sonoma Salt Marsh Pipeline'(Sonoma Valley); and, MST
and N and is mourn fo ospital Pipeline (Napa). The NB WRA received a congressional appropriation
N' a State 'H
and is , g wo rk effort including project definitions leading to
studies �and.EIR/E
,
y rward`to Ph IS preparati n As .a member, the,City of Petaluma would - be able to
ad d i ts
Rec Program ect es, rp m h are: rovem must be found consistent
tfiPhase 1 ob ents to the list. Phase 2 p r
Agenda Review:
City Attorney
Finance Director
City Niana -
• ffset tuba g demands on potable water °supplies;
O n and agricultural
• Enhance' local and regional ecosystems;
• Improve local and regional water supply reliability;
• Maintain and protect public health and safety;
• Promote sustainable practices;
• Give top priority to local needs for. recycled. water; and
• Implement recycled water °facilities in an economically viable manner.
On October 20, 2008 the City Council adopted Resolution 2008 -193 N.C.S. authorizing the City
Manager to execute the Memorandum of Agreement. for the Bay Area Recycled Water Coalition
Federal legislative efforts., _ S'in'ce 2008 the Department of Water Resources and Conservation
(DWR &C) has been an active member of`the BARWC. Unfortunately, to date, BARWC does
not have a current appropriation from Congress and the City has received no funding through
that source for.recycled water projects.
Following the adoption of the General Plan in 2008 and the certification of the Recycled Water
Environmental Impact Report, the DWR &C has pursued site acquisition, design and engineering,
and funding; sources for the next phases of the recycled water projects. In order to move forward
with the appropriation process, joining forces with other agencies to collectively engage in
funding opportunities has distinct, advantages. To optimize current capital funds, the DWR &C
continues to seek additional State and Federal funding sources; Membership in the NBWRA
further diversifies funding opportunities with regard to City recycled water projects through
grants offered by the Federal government. This will aid 'in implementing the General Plan
objectives,and City Council goals for the use of our recycled water assets in the most cost -
effective manner.
DISCUSSION
Execution of the MOU by the City of Petaluma to' join NBWRA would allow staff to formally
work with the NBWRA team to request appropriationpf grant funds. It would also open the
door to seek future project funding as projects are identified by the City and prioritized. A
voting member of the Board of Directors will be an appointed Council member, with an
alternate, to ensure representation of the local interests and priorities.
The Sonoma County Water Agency has been designated by the NBWRA to act as the
Administrative Agency for "the purpose -of .carrying out the provisions of. the- MOU. Authority is
subject to restrictions set fortfi.in the MOU, pages 12 — 14 (attached).
FINANCIAL, IMPACTS
The City share of the Phase 2 Project Definition Study costs; as members of the Authority, will
range between $8,000 and $14,000,dependent upon the final number of participants. Annual
dues are $5,000 (Section ,14 of MOU). Twenty five percent (25 %) of costs for paying for
administrative duties, performed by SCWA, are split among the members equally with the
remaining (75 %) of costs allocated in proportion to the benefit to each member in the form of
federal - funding received'for the project. Phase 1 costs were $9,250 for the fixed share of the
2
costs incurred ~by SCWA, Phase 2 is expected to have a similar fixed cost plus a proportional
share based qn the
list and cost of projects submitted by the member, agencies. The MOU
references an "initiation fee" (Section 16), which has not been identified or charged to date; that
cost, if actually assessed, is unknown at this time. Staff time to attend the meetings and
participate.in workshops is not expected to exceed $2 annually. Staff time, to work on local
project specific efforts w. ill'be dependent upon future Couricil direction on project selection and
prioritization. ' The City wilt fund, the,, annual costs, at this time estimated to'be approximately
$15,000, through, the capital improvement funds budgeted for the projects proposed for funding
through the Authority.
ATTACHMENTS
1. Resolution
2. Phase 2 Feasibility Studies Action Steps
3 Memorandum of Understanding (second' amended, superseded original MOU and
Amendment' 1)
3
Attachment 1,
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE
MEMORANDUM OF UNDERS'T'ANDING '�EST,ABLISHING MEMBERSHIP IN THE
r NORTH BAY WATER REUSE AUTHORITY
WHEREAS, on, May, 19 20.08, the City Council adopted" Resolution No. 2008 -085 N.C.S.
Adopting the City of Petaluma General. Plan 2025: ( "General Plan '), including its Technical
Appendix C, a Water Demand and Supply Analysis Report (2006); and
WHEREAS, th&General Plan and its Water Demand and Supply Analysis Report identify
recycled water as an essential source of water supply to meet potable water demand in the City
through 2025; and
WHEREAS, General'Plan Goal 8 =G-3 requires the City to maximize the use of recycled water
as a potable water offset to manage water demands and to, meet regulatory requirements for
wastewater discharge; and
WHEREAS, General Plan Goal 8: -G -4 requires the City to manage the wastewater collection
and treatment system to address 100 percent capture and treatment of the City's wastewater in an
economically and ecologically sound manner; and
WHEREAS, the North Bay Water Reuse Authority has been formed by various North Bay Area
public agencies to coordinate efforts to seek federal funding for recycled water projects pursuant
to Public Law 10; and
WHEREAS, the City of Petaluma.has ongoing and planned projects and programs to expand its
treatment and use of recycled water, including but not limited' to the Water Recycling Facility
and River Access Improvements Project and the Water Recycling Expansion Project which could
benefit from federal.fund; and,
WHEREAS.- improve s acres o federal gran with the North. Bay Water Reuse Authority may
the.Cit '
p
er
membership man cog t funds to partially defray the costs of ongoing and /or
imp '
planned recycled'water projects.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PE
TALUMA. that the City Manager is authorized and directed to .execute the Second Amended
Memorandum of Understanding, North Bay Water'Reuse' Authority (NBWRA), attached to this
Resolution as Exhibit A, on behalf of "the City of Petaluma.
.F
Attachment 2
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Attachment 2
5
:
Supersedes
Memorandum of, Understanding
First Amended Memorandum of Understanding
�
a
March 15, 2005. .
September 24, 20Q8
NBWRA Second Amended MOU
Table of Contents
September 15, 2010
Recitals .......................... ....... ................................................................ ..............................4
Memorandum of Understanding ................................................................. ..............................6
1 : Definitions ............................................................................................... ..............................6
MOU......................................................................................................... ..............................6
NBWRA................................................................................................... ..............................6
Boardof Directors ....................................................................................................................7
Technical Advisory Committee .................................................................. ..............................7
Member Agency or "Member Agencies ................................................... ..............................7
North Region ...................................................................................... ..............................7
AdministrativeAgency .............................................................................. ..............................7
E R/ EIS .......:.......................:..................................................................... ..............................7
U BR ........................................................................................................ ..............................7
Phase1 ...................................................................................................... ..............................7
Phase2 ...... ............................... ................ ........... .......................... ..............................8
2 . Purpose .................................................................................................... ..............................8
3. Objectives ....................................................... ..................... ... .... ........... .... ...............8
........ ..... .... .... ..
4 . Establishment of NBWRA ....................................................::................. ..............................8
5 . NBWRA Membership ...........................:............................:.................... ..............................9
6 . Governance ............................................................................................. ..............................9
7 Board of Directors ..:.............................................................................. ..............................9
Membership..............: ..............................9
Voting and Authorization Requirements .................................................... ..............................9
Quorum.................................................................................................... .............................10
OpenMeetings; ...................................................................................................................... 10
8. Technical Advisory Committee ........................................................... ......... .....................10
Purpose.................................................................................................... .............................10
Membership............................................................................................. ...................:.........11
Voting and Authorization- Requirements .................................................. ..............................I I
Quorum.................................................................................................. ............................... I 1
9. Terms °of Office ....................................................................................... ..............................1 l
10. Alternates :........:.....:............................................................................. .............................12
l l .. Officers of.the _NBWRA ........................................................................ .............................12
Chair................:....................................................................................... .............................12
Vice -Chair .............................................................................................. ............................... 12
12. Administrative Agency ......................................................................:.. .............................12
13: Staff and Consultants ............................................................................ .............................14
14. Sharing of Costs and Resources ........................................................ ............................... 15
15. Distribution of Funds-Received ............................................................ .............................18
16. Initiation of Membership ...................................................................... .............................19
17. 'Termination of Membership........ .................................................... .............................19
Causes...................................................................................................... .............................19
Resignationby Giving Notice .................................................................. .............................20
2
NBWRASeco6d'Amended MOU
'September 15, 201.0
Nonpay offbues or Allocated Costs ............................... ............... ............................... 10
Effect ofTermination .......................... ............................... .................................. 20 "
T8 Procedures ......:.................::...::......:.................................................. ............................2`1
19 , Meetings ........ .. ............: ............................... ......... .................... :.v..:.. ................2'1
20 Reports to Member Agencies ............ ............................ ................... .............................21
21:. Offices. .......................................................................................... ............................... .... 21
22. Term ..... ....:::......::......:.....::..............::....................................... .............................21
23: Dis ositiok of Property and p nd Surplus Funds:....::.
...:........ ...:......................... ::...::.:....:21
24 Minute . .................. ............................... ....... .: .... ...............................................
25 Effective Date ........................................................ ............................... ,..........................22
26 Counterparts.........;.:. .. .................. ...:......::..................................... .............................22
Exhibit ............................ .. .. ...................... .................. .............................25
ExhibitB ...... ............................... ...:.......................... ........:...............:::. .............................26
Exhibit C .......................... .. . . ........... ._ . _ ......... .............................27
... ......... ...................... ..... ........... ....
3
NBWRA Second'Amended MOU
MEMORANDUM OF UNDERSTANDING
ESTABLISHING THE
NORTH BAY WATER REUSE AUTHORITY
September 15, 2010
This Memorandum of Understanding ( "MOU ") establishes the. North Bay Water Reuse
Authority ( "NBWRA ") purposes described herein. This_MOU is made and entered:into by
and between°the parties that are signatories to this MOU. The. MOU was. first approved March 15,
2005. The first amendment f6 the MOU was approved September 24, 2008. This is the second
amendment of the MOU that originally established the NBWRA. This second amendment to the
MOU supersedes all prev;ious'versions of the MOU.
Recitals
WHEREAS, each of the'parties to .this MOU is a local government entity functioning
within the North Bay Region; as-depicted in E xhibit A,attached hereto and incorporated by
referenced and
WHEREAS, the arties,desireao enter into an MOU to explorethe feasibility of
p�
t p . •
coordinating interagency efforts;t'o ex and the beneficial use of recycled water �n,the No rth, Bay
Region., promoting: the conservation of'limited surface water and groundwaterresources; '
and
WHEREAS, the parties'do not intend to create a separate public agency pursuant to
Government Code §0500;et seq. through this MOU and, no provision of this MOU should be so
construed; and
4
NB'WRA Second Amended MOU September 15, 2010
WHEREAS, the parties hereto may later explore the feasibility of changing their
organizational structure by establishing a Joint Powers Authority in _a separateagreement that
would advance the purpose and goals of the NBWRA, if construction projects are to be:
undertaken jointly or if such changes are necessary in order'to receive federal,or state funds ,and
WHEREAS, the parties hereto recognize the value of using common resources effectively;
and
WHEREAS, the parties hereto desire to be proactive on regulatory issues affecting the
North Bay Region that transcend the traditional political, boundaries of the parties; and
WHEREAS, the parties hereto desire to inform communities and the public in the North
Bay Region about the importance of water conservation and the. benefits of water reuse; and
WHEREAS, the parties hereto wish to coordinate their consideration and review of local,
state and federal policies and programs related to the expansion of existing recycled water
programs and the development of new recycled water programs in the North Bay Region; and
WHEREAS the parties hereto find that promoting the stewardship of water resources in
the North Bay Region is in the public interest and for the common benefit of all within the North
Bay Region; and
WHEREAS the parties recognizethat there are current and, future regulatory requirements
which,zpply to water resources in the North Bay Region affecting one or more of said parties, and
that these multiple regulatory requirements maybe better addressed.ona regional basis, and in a
collaborative manner, and the parties wish to investigate more effective ways to share information
and coordinate efforts to comply with said regulatory requirements; and
WHEREAS, the parties intend that participation in this MOU be entirely voluntary; and
5
TI
NBWRA Second Amended MOU September 15, 20J0.
WHEREAS, it is understood that,ahe primary.`purpose "ofthis MOUj,s to provide a,
governance struct y and of;0irectors consisting'.o
friembers of the; overnin board
structure,. led b a Bo. governing s
fronythe IVleml&Agencies, for.the successful 'completion oftheprojectsdescribed in Phase 1, of
the EI'RIEIS:
WHEREAS, the parties previouslyiapplied.for federal ""funds to assist them with
implementing their projects; and
p. g p p g was
WHEREAS, the arties did receive fundin ;,~which is art of °a ro ram °that:
authorized for construction in,PL 11 I-1,l that was,signed into law in March 2009. The program
can receive appropriations through the US Bureau of'Reclamation's Title: XVI program which can
include, funds from the. American ;.Recovery and Reinvestment Act of 200.9 and the U.S.
Department of Interior; Bureau'of Reclamation's`Title XVI Program.
WHEREAS, Phase l includes receipt of the full $25, 000;000 federal authorization; and
WHEREAS, the parties understand that reallocation of costs described herein can be�
mader,with the approval of the parties as provided herein.
,p
NOW, THEREFORE, the
parties hereto do'hereby - enter into this Memorandum of
Understanding, as f6flows:
p, I�
ing
Niimorandum bf'Utiderstand
I .
Definitions: As usedl'iri this MOU, the following words and phrases shall have the- meanings
,
set forth below -
w. .unless the context clearly indicates "otherwise:
(a) "MOU" shall„mean this'secon&amen_ded Memorandu_m.of Understanding.
(b) "NB WRA" shall mean fhe unincorporated, cooperative group of public agencies organized
through this "MOU'and otherwise referred to as the North Bay WaterReuse Authority.
6
NBWRA Second Amended MOU
September 15, 2010
(c) "Board of Directors" shall mean the governing body composed of membersOthe
governing boards of the Member Agencies established pursuant to this MOU.
(d) "Technical Advisory Committee" shall mean the administrative body established at the
discretion of the Board of Directors pursuant to this MOU.
(e) "Member Agency" or "Member Agencies" shall mean the local and/or regional public
agencies regulated under the Clean Water Act, 33 U.S.C. § 1251 et seq., the federal Safe
Drinking Water Act, 42 U.S.C. § -300f et seq., and /or the Safe Drinking Water Act,
Health & Safety Code § 116275 et seq. that operate within or have jurisdiction over any
area within the North Bay Region, and that are signatories to this MOU..
(fJ "North Bay Region" shall „mean the area-depicted on the map attached hereto and
incorporated herein as Exhibit A.
(g) "Administrative Agency” shall mean that Member Agency authorized pursuant to Section
12 to enter into contracts and perform other administrative functions on behalf of the
NB W RA.
(h) "EIR/EIS" shall mean the Environmental Impact Report/Environmental Impact`Statement,
that was certified and or approved by the Member Agencies during December 20.09: and
January 2010 and which serves as the basis.ofthe projects to be partially funded by
USBR.
(i) "USBR" shall mean the United States Bureau of Reclamation.
0) "Phase I" shall mean the projects described as Phase 1 of Alternative 1 of the EIR/EIS. It
is understood that minor modifications to said projects may occur as actual design and
7
NBWRA Second Amended MOU
September 15, 2010
construction occurs.and that the : individual agencies are responsible for - possible
modifications to the 'requirements of the EIR/EIS.
(k) "Phase 2" shall mean the'remaining projects in the EIR/EIS Alternative l that are not
included in Phase 1.
2. Purpose. The purpose of NBWRA is to provide recycled water for agricultural, urban, and
environmental uses thereby reducing reliance on local and imported surface water and.
groundwater supplies and reducing the amount.of treated effluent released to San Pablo Bay
and its tributaries.
3. Objectives. NBWRA projects will promote the expanded beneficial use of recycled water in
the North Bay region to:
(a) Offset urban and agricultural demands on potable water supplies;
(b) Enhance local and regional ecosystems;
(c) Improve local and regional water supply reliability;
(d) Maintain and protect public health and safety;
(e) Promote sustainable practices;
(f) Give top priority to local needs for recycled water, and
(g) Implement recycled water facilities "in an economically viable manner.
4. Establishment of the NBWRA. There is hereby established the North Bay Water Reuse
Authority (" NBWRA"). The geographic boundaries of the NBWRA shall be the North Bay
Region. (See Exhibit A). The NBWRA is an unincorporated association. By entering into this'
MOU, the parties do not intend to form a.Joint Powers Authority pursuant to Government
Code' §6500 et seq.
8
NBWRA Second Amended MOU
September 15, 2010
5. NBWRA Membership. Any local and/or regional publici agency regulated under the Clean
Water Act 33 U.S.C. '§ 1,251 et seq., the federal Safe Drinking Water Act, 42 U.S.C. § 30Uf et
seq., and/or the state Safe Drinking Water Act, Health & Safety Code § 116275 et seq., that
operates within or has jurisdiction over any area within the North Bay Region may be a
Member Agency of the NBWRA. Each Member Agency must be a signatory to this MOU.
6. Governance. NBWRA governance structure shall consist of a Board of Directors.. The
composition and responsibilities of the Board of Directors is detailed in Section 7.
7. Board of Directors
(a) Membership The Board of Directors of the NBWRA shall consist of one representative
from each Member Agency. Such representative shall be a member of the governing
board of the Member Agency. The Member Agency shall designate one representative
and alternate(s) each of whom shall be members of the governing board of the Member
Agency. In the event that the governing body representative and alternate(s) are.
unavailable for a particular meeting, the'Member Agency's representative on the
Technical Advisory Committee may serve as an alternate.
(b) Voting and Authorization.Requirements Each representative on the Board of Directors
shall have one vote. Except as set forth in subsections (i) and (ii) below and as otherwise
specified herein, the affirmative vote of the majority of all the members of the Board of
D "irectors.is required and .is sufficient to approve any item.
(i) An affirmative vote of members of the Board of Directors representing two - thirds of all
Member Agencies shall be required to adopt or modify the budget. The budget may not
be increased by more than ,fifteen percent (15 %) annually, without the unanimous
0
NBWRA Second Amended MOU September 15, 2010
approval of the Board'of Directors.
(ii) Votes, of members of the Board of Directors to approve the .budget may not be
unreasonably withheld.
(iii) Approval by the governing bodies of two-thirds of all Member Agencies shall be
required to modify this MOU.
(c) Quorum. Representatives or alternates from a: majority:of the Member Agencies shall
constitute a quorum for purposes of transacting business, except that less than a quorum
may vote to adjourn a meeting or to set a date for the next meeting. If no more than a
majority of members or alternates are present, the quorum will be able to conduct
NBWRA business only by unanimous vote unless provided otherwise herein.
(d) Open Meetings The. Board of Directors will comply with the Brown Act in holding its
meetings.
8. Technical Advisory Committee
, (a) Purpose The Board of Directors may create a Technical Advisory Committee as needed
for the month -to -month management of budget; schedule, and scopes of work for the
NBWRA. Typical duties of a Technical Advisory Committee include recommending
contracting fora program manager; working through technical details of work" scopes °and
products; authorizing the administrative agency to enter into, modify; or�accept work
under any contract that is consistent with the budget,approved by the Board of Directors,
and reviewing and recommending courses of action to the Board of Directors for their
consideration. The Board of Directors may create or dissolve the Technical Advisory
Committee at any time for any purpose, and may adopt a set of rules governing the
10
NBWRA Second Amended MOU September 15, 2010
p Technical Advisory Committee as it determines necessary to achieve the purpose and
objectives stated herein.
(b) Membership If created by the Board of Directors, the Technical Advisory Committee
shall consist of one representative, not from the governing body, from each Member
Agency. Such representative shall be the general manager or a suitable staff member of
the Member Agency. In the event that the general manager or staff member is unavailable
for a meeting,.he she may designate an alternate.
(c) Voting and Authorization Requirements Each representative on-the Technical Advisory
Committee shall have one vote. if a quorum is present, the quorum will be able to conduct
NBWkA business only by a unanimous vote unless provided otherwise herein.
(d) uorum: Representatives or alternates from a:majority of the Member Agencies, shall
constitute a,quorum for purposes of transacting business; except that less than.a.quorum
may vote to adjourn a meeting or to set a date for the next meeting. If no more than a
majority of members or alternates are present the quorum will be able to conduct
NB WRA business only'by unanimous vote unless provided otherwise herein.
9: Tereus of Office. Each representative on the Board of Directors shall serve for as long!as he.
or, she `is a'member of the governing board of'his or her Member Agency and is designated
"I bythe Member Agency to act as its representative. If at any time a vacancy occurs on the
Board of Directors, a replacement shall be appointed by the Member Agency to, fill the
unexpired term of the previous representative within ninety (90)Aays of the date that such
position becomes vacant.
I
NB ,10
WRA Second- Amended'MOU September
10 AI or rts Technical Adv1
', ternat`es'. ��Alternate re resentatives to the Board: of Director "s: ,
P B sort' ,
II
Committee.shall be empowered to cast;votes iri the absence ofthe re dla )representdtive i'
„
the event of a conflict of interest preventing the regular representative from voting to vote .
because .of such a:conflict of interest:.
14. Officers of the:NgWRA. The Board of Oire'ctors'ofthe NBWRA shall elect a Chair Vice -
the
Char and' such other offs cers annually on the first meeting of the calendar year. T,he•Board of
,r •
Directors may choose to adopt a policy that requires the,rotation ofthe'Chair, by Member
w
enc •on- an,,annu 'I basis s ice- Chair are as
y The,duties of °,the Chair and V' fol lows:
Ag ,
���
(a) Chair The Chair shall direct the preparation of agendas call meetings of the Board of
"I ,
rectors to order -and conduct;other activities asAeemed appropriate by the Board of
Directors. Any member ofthe Board of Directors may place an item
agenda.
jI
(b) Vice - Chair The, Vice -Chair shall'serve asahe.Chairin the,absenceo.f the 'regularly-elected
k �
.'lnthe even't,`botk�the Chair and Vi absent .;from a meeting which would '
Cha�_r, .
I!'
j, otherwise constitute;a•quorum and a temporary Chair Was not designated 6 the, Chair at
g y
i, I !
the last r egular meeting; any,Boaid�member may call�the� meeting to;or..er, and a
ar or.yice =s j "
P ry y be elected by majority vote to serve until the Ch Chair ►
temp chair'ma
presentw, : • I ,
'
'12: Administrative° Agency: The Member deal n noma County Water ,I
ig ate the; S'o
ministra„
Agency,.to act as the Ad tive Agency for purposeWcarryingrout the, provisions of
°
th` l 1 .
is -MO�U. The autho ty,delegated�'.herein to the be subjectto °
po g p pp ble tothe Administrative Agency
restrictions u J n the manner' f exercisin ' ower'a° lica
12
K
NBWRA Second Amended MOU September, 15, 2010
including but not.limited to the purchasing ordinances and purchasing procedures of the )
Administrative Agency. Within these limits, the.Board of Directors may direct the
Administrative Agency's actions with respect to this MOU. The Administrative Agency, for
the benefit of the NBWRA Members, shall:
(a) Award, execute in its own name, and administerrsuch contracts on behalf ofthe NBWRA,
as may be authorized as set forth in,Sections 7 and 8..
(b) Through its controller and treasurer, act as the financial, officer or equivalent and
be the depositor and have custody of all money of the -NBWRA from whatever source. The
Administrative Agency shall.draw warrants-to pay demands for expenditures authorized
by the Board of Directors or by its authorized .representative - pursuant to any delegation of
authority authorized by the Board of The Administrative Agency will strictly
account for all NBWRA funds, and will hold the funds in trust in a segregated account.
(c) Provide budget analyses, warrant lists and other fnancial documents as _required by the
Board of Directors. The Administrative Agency?'s financial activities with-'regards to the
NBWRA shall be subjectto an outside audit at any. time at the request of the Board of
Directors. As a matter of course the Administrative Agency will provide a separate annual
Audit ofNBWRA funds to the Board of Directors.
(d) Determine charges to be made against the NBWRA for the Administrative Agency's
services. Payment.of these charges shall be subject to the approval of the Board of
Directors.
(e) Prepare the reports identified in Section 20 if the Board of has not designated
another party or person to complete that task.
13
NBWRA Second Amended MOU
September 15, 2010
(f) Enter into contracts with values up to $15,000 without the approval of the .Board of
Directors or the Technical Advisory Committee, if consistent with the budget approved by
the Board of Directors.
The Administrative Agency may resign its position as Administrative Agency upon 120 days
written notice to all Member Agencies, and shall, before the effective date of its resignation,
transfer all funds held on behalf of the NBWRA to any designated successor Administrative
Agency.'The Board of Directors may designate a successor Administrative Agency by
majority vote. Should no other party be designated to act as Administrative Agency by the
effective date of the resignation, the MOU shall terminate and the Administrative Agency
shall distribute all property held on behalf of the 'NBWRA pursuant to Section 23.
13. Staff and Consultants. Subject to the approval and procedural provisions of Sections 7 and
12, the Administrative Agency may employ or contract for any staff or consultants as may be
reasonably necessary to carry out the purposes of this MOU-Such persons may include legal
counsel, administrative executives and lother types of specialists. If an'employee from any
Member Agency performs staff or consulting work for the NBWRA, the governing body of
that Member Agency may determine the charges to be made against the NBWRA for the
services of that employee. Payment of these charges by the Administrative Agency on behalf
of the NBWRA shall be subject to the approval of the Board of Directors, which approval
shall not be unreasonably withheld.
14
NBWRA "Second . Amended MOU September 15, 2010
k Sharing of'Cosis and Resources.
a The Board of'Directors. may assess ' O y 'annual dues for membership in the NBWRA, not to
exceed $5;000.
(b) The Board of Directors,shall as'sess,each Member Agency for cosm.associated with paying
the Administrative Agency, staffor consultants =and the funding:of approved projects,
under' agreements approved ° by the. Technical Advisory Committee pursuant to Section 8,
or the Administrative Agency as provided in Section 12; or as authorized by the budget
adopted by the Board ofDirectors as set forth in Section' 7. Further, legal liabilities may
arise out of actions of the Member Agencies (including the Administrative Agency) taken
pursuant to this MOU. The 'activities: of the NBWRA are part of a regional' program that
provides benefit to all agencies. Therefore, as described more'particularly below, all
Member Agenciesshall pay a portion of ongoing cost's equally and'the remaining costs
shall - be based on approved project,costs for Phase 1 ofAlternative 1, as described in the
Certified EIR/EIS:or as amended pursuant to Sections 14(e)�and F6. The costs and
'liabilities' will be "allocated among each -of the Member Agencies as -, follows:
(i)' one quarter (25 %) of costs and liabilities shall be allot, ted. equally 'among each of the
„ Member" Agencies; and
(ii) three quarters (75 %) of costs and.liabilities shall `be allocated among Member Agencies
in proportion-to the. benefit to each Member Agency of participating in the NBWRA,
in the;form of federal funding that is described in applications for federal 'funding that
have been. ubmitted,to the USBR as of.Apri1.15, 201,0 or as modified pursuant to
Sections 14. (e) and 1,6 herein- The Sonoma County Water Agency shall pay its pro-
If , .
15
NBWRA- Second Amended. MOU Selitembef 1S', 2010
rat as hd re o f.the, uarter of costs allocated under subsection (i) above, but shall' "not "pay
y l (�') ave•any ,individual projects to
an costs allocated under�subsection ii , as ►t does not h'
be funded.
(c) The parties hereto,agree "that the criteria set forth in subsection (b)(ii) produce the
allocations listed in Exhibit S, attached hereto, and incorporated by reference. The parties
agrdethat Exhibit B :may be modified pursuant t_o Sections` 14 (e) and 16.
(d) Member. Agenciesahall be afforded the opportunity to receive rembursement for
previously allocated costs and liabilities that werenot based received during
the period fromathe date' this Second Amended MOU becomes effective back to Fiscal
Year 2005' -2006 (the "Reimbursement Period"): Reimbursements hall be equal to (i)• the
actual costs paid by a- MemberAgency during the'Rein►burseiment Period minus (ii) the
amount of costs that would have been allocated tolhat Member Agency during the
Reimbursement ,Period if the percentages defined in Exhibit B had been in effect. The
final determination of costs and reimbursements subject to this subsection (d) shall be
4ppro,vedi a of the Board of Directors. Notwithstanding the foregoing, a
Member; Agency'sabilityto`payand the timing of benefits received may be taken,,into,
„
�consideratiom determining the respective allocation fcosts pursuant to this
' h ion o
subsection: d . It `is understood that said reimbursement t sfiall occur as' soon as practicable "
following issuance, of the Record ofDecisionby USBR and4receipt of federal funds
pursuant to agreements with USBR.
(e) Two or more Member Agencies can agree to reallocate project costs for Phase l among
themselves, as long the combined total for those agencies before and after reallocation
16
5 '
NBWRA Second Amended'MOU September 15, 2010
are the same-as the combined total for those agencies in the project schedule, subject to
the approval of the Board of Directors. Such approval shall not be unreasonably withheld.
(f) In the case of non !-contractual liabilities arising out of the activities of the parties under
this MOU, the Member Agencies specifically repudiate the division of liability outlined
in Government Code sections 895.2 et seq. and instead agree to share liability based on
the relative fault of the parties.
Notwithstanding the foregoing paragraph, each Member Agency agrees that it is solely
responsible for, and agrees to indemnify and defend the other Member Agencies from
and against; any claims, liabilities, or losses relating to ouarising out of the design,
construction, inspection, operation, or maintenance of its separate project. Each Member
Agency agrees that nothing in this MOU shall create, impose, or give rise to any liability
obligation, or duty of the Member Agency to the other Member Agencies or to any third
party with respect to the manner;in which the Member Agency designs, constructs,
inspects, operates, or maintains its separate project.
(g) A Separate agreement between the Administrative Agency and the Member Agencies
will be developed, based on the requirements of.the American Recovery and
Reinvestment Act and Title XVI.
(h), Some Member Agencies may choose to pursue Phase 2 or other non - Phase' l projects.
Should this occur, - the budget will be split into Phase l and Phase 2 /other non - Phase: l
tasks and "their appropriate costs. Costs for Phase I tasks shall be allocated and assessed
as described in Sections 14 (b) and (c), herein. Costs for Phase 2 /other non -Phase I tasks
17
i = t 4 , argl % , I
ti ll
ti NBWRA Second Amended MOU Septe M 'bef 1'5,.20,10,
A d,assessed by a method agreed upon by those MeniberAg encies
shall bleialldicat&d an
choosin to' parficipAte� in:Phase 2/other non-P-hase L tasks.
ti
g
(i) If M Agency that chooses to opt out of Phaw:2/other nob-Phase 1 tasks later
decides to pArticipate, it will be subject to a buy in fee approved bythe Board of
Directors': Said. tee* m cost§ plus interest' from the inception of Phase
216thei non-Phase 1 tasks until-s.uch time that they decide"to participate. Cost;&shall, be
based on the, approved annual, budget Interest shall be, based on the annual, change in the
Consumer Price Index - AIL Urban, Consumers for San Franeisco-Oaklan*d-San Jose as
determlined',by the Bureau,of Staiistics,,.United.StateFs Department of 'Labor.
A DilitAbution of Funds,,Received.
(a) Distribution of funds received from USBR shtall,biIl;onttlfe Phase 1 project schedule
ai described, in app)icatibris,for federal funding submitted to USBR as of April 15
_ 2O;l 0 or
ri as s mo4ified,pursuarit to Sections 14 (e) and' 1 herein. Those percentages are based on the
- 00 , f n 0 r
$-25,0 W&AI fundi' au thorization fbr� p ects totaling $100, and are
Y "I It
detailed in Exhibit. C, lat and incorporated by re&renc.e. The partie&,agree
that Exhibit C may be modified', pursuant to Sections 14;(e) and 17. Once a Member
Agency! 4&.received federal, funds for a project,, that Member Agency is
r Aint'a, participant in the, NBWRA and a signator - tot is ut.thetermof
ema y, h 0
this MOU described in Section 22. Should State flinding become available to the
it
NBWKA, its distribution shall also be as described in this Section. It. is acknowledged that
the Member Agencies may receive state funding, from ,programs on an individual basis,
18'
tl
NBWRA Second Amended MOU September 15, 2010
,
and ,(:i) this S'eciion shall not apply to such individual State fundng;and (ii) the allocations
t
set forth in ,this - Section shall not be affected b0he receipt of any State funding. -
(b),,- Should NBWRA be designated to receive federal funds for Phase, 2 /other non -Phase l
tasks, this
MOU will be modified accordingly. .
16.4nitiati6n of Membership. If an agency as defined in Section 5 requests to join the
NBWRA as'a new Member Agency, the Board of Directors shall establish a membership
initiation:fee to such agency as a condition of joining the NBWRA. Cost allocations as
described in Exhibits Wand C may be revised upon the'addition,of additional Member
Agencies, subject t6the approval of majority of the :existing Member Agencies atthat time.
By virtue of be a signatory agency to this MOU pursuant to this.'Section 16, a new
.. ,Me
mber Agency is- subject to all provisions of this MOU, including Section 17 below.
17..,Termination of Membership. Member Agencies that have received federal,monies may not
terminate in the�,,NBWRA.before the'expiration of three (3) years from,the
effective date of this MOU.
(a) Causes Notwithstanding the above, a Member Agency's membership in the NBWRA
p
and participation in this MOU shall terminate on the occurrence of any ofthe following;
(1i) The nonpayment of dues or assessments, subject to the: limitations set ° forth in
subsection (c) below; or
(ii) The occurrence of anrevent which renders an entity no longer eligible for membership
under Section 5 >of this MOU, as determined by the Board of Directors.
19
NB'WRA Second Amended MOU September 15, 2010
`(iii)If a Member Agency decides to implement no Phase 1 projects and has received no
federal funds; that agency may voluntarily terminate - its membership in the NBWRA
as' "set in subsection (b), below.
(b) Resignation by Giving Notice The: membership of any Member Agency of the NBWRA
shall terminate after the delivery of such Member Agency's written notice of resignation to
the Chair of the Board of Directors. Such notice shall be .given at least thirty (30) days
before the.effective date of such resignation. Refunds ofany dues or assessments upon
,. such resignation shall be based' on a signed, negotiated agreement between the resigning
Member Agency andrthe Member Agencies that remain signatory to this MOU.
(c.) Nonpaiment of Dues or Allocated The membership of any Member Agency of the
NB WRA may be terminated if the Member Agency fail's to pay its dues or allocated costs
within one hundred and twenty (120) days aftec such dues or costs are due. Termination shall
be effective upon the majority vote of all members of the Board of Directors. Member
Agencies shall be given °thirty (30) daysprior written notice of a threatened ^termination and
the reasons The , notice maybe delivered in person or by first -class certified mail, fax
ore- mail ,to the'_MemberAgency's representative on the Board of Directors.
Effect of.Termiriation All:ri rights, of a Member Agency under this MOO shallcease
g ' onahe,
(d)
terminatioh such Member Agency's membership. Termination shall not relieve the
Member Agency from any obligation for charges, costs or liabilities incurred or arising from
acts or omissions before date of termination. The terminating Member Agency's
responsibility for su&6arges, costs orliabilities shall be determined in a manner consistent
With the allocations set forth' in Section 14. Likewise, termination shall not preclude the
20
NBW2A-Second Amended MOU September 15, 2010
Member Agency ;from any'benefts that; fully accrue before the date of termination. However,
a resigned or terminated4genicy " bas no right to receive a portion ofsuiplus funds'anhe, �
termination o
" f the NBW' RA.
18. Procedures. The Board of Directors mayadopt bylaws, rules of conduct for meetings and
operating procedures for the NBW,RA. To facilitate such efforts, the NBWRA may adopt the
administrative procedures and ,policies.ofa Membee
19. Meetings. The Board of Directors and the "Technical•Advisory Committee shall provide for
meetings, as necessary.
20. Reports to Agencies: ,Each year the NBWRA st all submit written report to the
governing body yofeach of the Member Agencies. This.report shall describe the financial
activities of the NB'WRA during the preceding year.
21.Offiees.:For`the purposes of forming the.NB WRA and for initial operation, the principal office of
` the NBW.RA shall'be at the Administrative Agency. Thd "Board 'of Directors may change
said principal office from -one `` location to another After providing thirty (30) days - notice of
, I such a change. The Chair shall notify each 'M6nber Agency in writing of the'change.
22.'T.,erm., This MOU shall tefminate -three years from the effective date of this MOU, unless
�,. extendedI
by�someof:alLofthe parties. This MOU shall also be terminated if the
strativei,A enc has resi ned pursuant to Section 12 and no other Member A enc .
Admini' g y " g P g y;�has
bee ddesig "nated'to a'ct'as the Administrative Agency priorto -the effective date of the
resignation.
23. 'Disposition of Property and Surplus Funds. At the termination of this MOU, any and all
property; funds .-assets. and interests therein held by the,Administrative Agency on behalf of
21
"NB.,WRA Second Amended MOU September 1`5, 2010
e�NB
WRA "shall become the ro erf of and be distributed to the #hen Member A e
� th P P y g ncies. -
I'ti, Money !'collected from Member Agencies and `held in reserve by the Ad'mi' '
' n�strative Agency '
for payment of the'costs of programs shall be allocated' among Member Agencies in
proportion to each Member:Agency's contributions to' such reserves. All other property,
funds, assets, and interests shall be distributed by the Administrative Agency to Member
Agencies in proportion to each Member Agency's contributions the NBWRA'for dues and
allocated costs. However, liabilities'ofthe NBWRA in excess.ofthose assets held by the
Administrative; Agency on behalf of the NB WRA at °the time of termination shall ;be assessed
against the Member Agencies and said Member Agencies shall be responsible for such
liabilities.. The allocation of responsibility for the payment of such. liabilities shall be '
d
' etermined in `a manner consistent with thee, provisions of Section °'14.
24`.Minutes..A sec
' retary or'clerk shall be appointed by the Board:of:Directors. The secretary or
clerk :shall cause to be kept minutes.''of'all. meetings of the Board of Directors and the
Technical Advisory Committee, and:�shall cause a copy of the minutes to be forwarded to each
' I
Member Agency.
ive This
25: Effect' � � d.the NBWRA shall be establis hed MOU shall become effective an' when.
I t �
ve 5.) encie
a least
( , ag s have authorized its execution.
26'. Counterparts This,MOU may be executed in countecpart.and each'ofthese "executed
counterparts sha
r: Il:, iave`the same force>and effect as an original instrumentand as if all of the
parties to the aggIregate counterparts had signed the same instrument.
22
"
"NB.,WRA Second Amended MOU September 1`5, 2010
e�NB
WRA "shall become the ro erf of and be distributed to the #hen Member A e
� th P P y g ncies. -
I'ti, Money !'collected from Member Agencies and `held in reserve by the Ad'mi' '
' n�strative Agency '
for payment of the'costs of programs shall be allocated' among Member Agencies in
proportion to each Member:Agency's contributions to' such reserves. All other property,
funds, assets, and interests shall be distributed by the Administrative Agency to Member
Agencies in proportion to each Member Agency's contributions the NBWRA'for dues and
allocated costs. However, liabilities'ofthe NBWRA in excess.ofthose assets held by the
Administrative; Agency on behalf of the NB WRA at °the time of termination shall ;be assessed
against the Member Agencies and said Member Agencies shall be responsible for such
liabilities.. The allocation of responsibility for the payment of such. liabilities shall be '
d
' etermined in `a manner consistent with thee, provisions of Section °'14.
24`.Minutes..A sec
' retary or'clerk shall be appointed by the Board:of:Directors. The secretary or
clerk :shall cause to be kept minutes.''of'all. meetings of the Board of Directors and the
Technical Advisory Committee, and:�shall cause a copy of the minutes to be forwarded to each
' I
Member Agency.
ive This
25: Effect' � � d.the NBWRA shall be establis hed MOU shall become effective an' when.
I t �
ve 5.) encie
a least
( , ag s have authorized its execution.
26'. Counterparts This,MOU may be executed in countecpart.and each'ofthese "executed
counterparts sha
r: Il:, iave`the same force>and effect as an original instrumentand as if all of the
parties to the aggIregate counterparts had signed the same instrument.
22
NBWRA Second Amended.MOU 'September 15, 2010
WIT WHEREOF, the parties hereto have executed thisAgrepmebt as'set
IN W1T`N
`Sonoma County'WAter Agenc Napa S District
gency a I I
By By:
Print Name: Priht'Name:
Title: Title:
Date: Date:.
Sonomw'Valley County"Sanitatfon
By:
Print Name:
Date:
23
Novato Sanitary Distr'ic
By: -
Print Name.-
Title:
Date:
V.�f lip
I
.II I i
I 4
I i. lIW
NBWRA Second Amended °iMOU
Exhibit A
September 15, 2010
25
f
,I
Study Area
NoT eayv4nw Reuse amnKy• nau
1
�
I;
NB WRA Second Amended MOU September 15, 2010
Exhibit B
Percentages for Ongoing NBVPA Costs
Agency
25% Split
Federal
Percentage; of
Total of
Equally
Authorization,
Remaining 75%
Percentages
Phase, i
Las Gallinas'Valley
3.5.7 %0
$1,222,473
3.67 %
7.24%
Sanitary, District
Novato Sanitary
3.57 %
$1,679,893
5:04 %0
8.61%
District
North 1Vlarin Water
3.57
4,689;504
14.07%
17.64%
District
Sonoma "Valley
3.57%
$7
23.90%
27.47%
County,$anitation
District
Sonoma County,
3.57%
-
0.00 %
3.57%
Water'A ' enc '
Na, pi Sanitation
3/57%
$9,440,996
28:32%
31.89%
District
Napa County
3:57%
-
3.57%
TOTALS' '
25.00%
$25,000,000
75.00%
100.00 %
Note: percentages may be revised pursuant to the provisions of this. M0U based on adding
additional signatory members; revisions to the projects in Phase 1, or continuation beyond Phase
1, subject to the approval of the parties.
26
d Amend
NB'WRA Sewn edMOU September 1$, 2010
Exhibit C
Percentages for Distribution of 'Federal Funds Received
Agency
Federal Authorization,
Phase ll
Percentage
Las Gallinas Valley Sanitary ,
District
$1 1 222,473
4.89%
Novato: Sanita.." D'istricf , _
$.1,b89;893
632%
North Marin.Water
$4,689,504,
18.76%
Sonoma Valley County' Sanitation
District
$7
31.87%
S'onornw -Coup _ 1Water-A en
-
'Na pia Sanitation District
$9,440;996
37.76%
Na a Coin
-
-
TOTALS
$25,000
100.00%
Note:; ercentages may ,be revised,p he provisions of this 'MOU based on:adding
add itinal'signatory members, revisions to thetproj Phase l or continuation beyond Phase
1; subject to;the approvaLof the parties.