2404365.1 14793.003 1
December 5, 2023
FROM:
Marin Municipal Water District
Attn: Director of Water Resources
220 Nellen Ave
Corte Madera, CA 94925
Letter Agreement
Between and Among the
Marin Municipal Water District,
Cities of Santa Rosa, Rohnert Park, Petaluma, Sonoma, Cotati, Town of Windsor North Marin Water District and Valley of the Moon Water District For
Funding Legal Research and Analysis regarding the Impact of Potter Valley Project Diversions on the Sonoma County Water Agency’s Water Rights and Obligations
1. General
The Marin Municipal Water District and other listed parties to this Letter Agreement (Cities of Santa Rosa, Rohnert Park, Petaluma, Sonoma, Cotati, Town of Windsor and North Marin and Valley of the Moon Water Districts) (hereinafter each a Party and collectively the Parties) have entered into a Confidentiality and Common Interest Agreement (CCIA) addressing the Parties’ joint interest regarding the impact of the Potter Valley Project (PVP) water diversion, or lack thereof, on the Sonoma County Water Agency’s (Sonoma Water) water rights, in particular as they pertain to Sonoma Water’s contractual obligations to deliver water to the Parties, especially during periods of curtailment due to water shortage and relative to the interests of upper Russian River water users, in order to better understand and protect their respective interests and ability to fulfill their respective obligations to serve the needs of their retail water customers in light of the proposed decommissioning scenarios being considered for PVP, as further described in the CCIA. Marin Municipal Water District (Marin Water) has agreed to task their legal counsel, Eric Robinson, with Kronick Moskovitz Tiedemann & Girard, to complete the above described legal research and analysis (the Work), and pursuant to the terms of this Letter Agreement and the CCIA, to share the Work with the Parties. The Parties now desire to establish a cost sharing agreement whereby the Parties will reimburse Marin Water for the out of pocket attorneys’ fees and costs resulting from this work as administered by Marin Water.
2. Cost Share
The Parties agree that the total budget for the Work will not exceed a total of one hundred thousand dollars ($100,000) without the prior written consent of all the Parties. The base cost of the Work shall be shared fifty percent (50%) on an equal basis and fifty percent (50%) on a pro-rated basis based on the 2404365.1 14793.003 2
number of water service connections existing in each Party's service territory as of July 2023 (collectively "Cost Share"). Said Cost Share for each Party is shown on Exhibit A attached to this Letter Agreement and incorporated by this reference.
3. Payment
Reimbursement to Marin Water by each Party pursuant to the Cost Share identified in Section 2 above shall be made within thirty (30) days following receipt of an invoice for the Work or any portion of the Work up to the total not to exceed amount, with payments remitted as follows:
The invoice will set forth the total amount invoiced to Marin Water for legal services for the Work, and each Party’s cost share amount along with the total amount remaining in the not-to-exceed budget for the Work.
4. Nothing in this Agreement shall be construed to (a) create an attorney-client relationship between Marin Water’s special water counsel, Eric Robinson of Kronick Moskovitz Tiedemann & Girard, and any Party and/or counsel to any other Party; (b) create any agency relationship among the Parties and/or their counsel, including a joint venture or partnership; or (c) affect the separate and independent representation of each Party by its respective counsel according to what each such counsel believes to be in their client’s best interests. Each Party is responsible for directing its respective counsel and, to the extent the research or work product of any Party’s counsel is disclosed to other Parties in furtherance of the Parties’ common interest, such disclosure shall not waive any privileges or protections that apply to the work product, and shall not entitle any Party to move to disqualify the other Party’s counsel due to the performance of such work or because of information obtained in the course of such work.
4. Letter Agreement Authorization
This Letter Agreement constitutes the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Letter Agreement. This Letter Agreement may be signed in counterparts. By signing below, the Parties signify authorization to enter into this Letter Agreement as of the last date written below.
This Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, but such counterparts together shall constitute one and the same document. The Parties agree that an electronic signature shall be effective and binding as an original signature.
The undersigned individuals represent that they are authorized to execute this Agreement on behalf of their respective Parties.
2404365.1 14793.003 3
SIGNATURE PAGE
Letter Agreement for Funding Legal Research and Analysis regarding the Impact of Potter Valley Project Diversions on the Sonoma County Water Agency’s Water Rights and Obligations
MARIN MUNICIPAL WATER DISTRICT
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
CITY OF SANTA ROSA
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
ROHNERT PARK
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
PETALUMA
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
SONOMA
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
COTATI
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
TOWN OF WINDSOR
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
NORTH MARIN WATER DISTRICT
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________
VALLEY OF THE MOON WATER DISTRICT
By: ____________________________
Name: _________________________
Title: __________________________
Dated: ____________________________