November 7, 2023
Public Works
DATE: November 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:
Daniel Chavarria, Director of Public Works
Mary Phelps, Project Manager
Subject:
Proposed Restated Agreement and Amendment to the
West County Agency Joint Powers Agreement between
the City of Richmond and the West County Wastewater
District
FINANCIAL IMPACT: There is no financial impact by adopting this resolution.
The cost to review the history and to prepare the
Amended and Restated JPA was included in the fiscal
year 2022-23 operating budget.
PREVIOUS COUNCIL
ACTION:
June 1, 2021 – Adoption of Resolution for the Sodium
Bisulfite Tank Capital Improvement Project
STATEMENT OF THE
ISSUE:
City staff is proposing an Amended and Restated Joint
Powers Agreement (JPA) to clarify outdated provisions of the JPA and remove confusing or ambiguous language
that is no longer applicable to the administration of the agency.
RECOMMENDED ACTION:
ADOPT a resolution approving the Amended and
Restated Joint Powers Agreement of the West County
Agency between the City of Richmond and the West
County Wastewater District – Public Works (Daniel
Chavarria 510-620-5478/Mary Phelps 510-621-1269).
DISCUSSION:
The City of Richmond (the "City") and the West County Wastewater District ("WCW") spent several months negotiating the details of an Amended and Restated Joint Powers Agreement (JPA) for consideration and approval by the West County Agency (“WCA”) Board, and the governing boards of the respective members. The WCA was created AGENDA
REPORT
November 7, 2023
for the purpose of financing and constructing wastewater disposal facilities for the City and WCW, including the Bay Outfall.
WCA has completed several construction projects that were supported by eleven separate clean water grants totaling over $70 million dollars and has completed a number of smaller projects on the system, including the cathodic protection system and the ATON marker buoy. Today, WCA is managing the construction of the SBS Joint De- chlorination facility.
The purpose of the Amended and Restated JPA is to clarify outdated provisions of the JPA and remove confusing or ambiguous language that is no longer applicable to the administration of the agency. City and WCW staff developed revisions that both parties agree add clarity to the JPA.
In addition, this Amended and Restated JPA sets the groundwork for negotiation of future agreements that will be necessary as a result of significant infrastructure improvements at the WCW Water Quality and Resource Recovery Plant. WCW’s Clean and Green project will reduce WCW treatment process Greenhouse Gas Emissions by up to 90 percent. While not directly related to the WCA, these changes give the member agencies the opportunity to reconsider how the JPA is working and what its purpose should be in the future.
At previous meetings of the WCA Board, City of Richmond and WCW staff raised the possibility that the JPA may no longer be necessary. In addition to the WCA, the City and WCW have a number of agreements directly with each other. It is possible that a series of operating agreements between the members would be more efficient and effective than a separate administrative body with unnecessary governance obligations.
As mentioned above, all of these agreements will need to be re-negotiated in light of significant infrastructure improvements that are expected to be completed by the end of 2024.
The WCA Board asked City of Richmond and WCW staff to complete a more thorough review of the benefits and/or drawbacks of dissolving the JPA. As an important step in that process, WCW and City of Richmond staff and legal counsel undertook an in-depth review of existing WCA agreements, historical documents, and property records. The results of those investigations helped to inform the proposed Amended and Restated JPA.
The substantive revisions to the proposed Amended and Restated JPA are provided below. The entire JPA and all of the supporting amendments and agreements are provided as attachments.
1. Structural Changes / Recitals
a. Incorporated previous amendments.
November 7, 2023
b. Added recitals to summarize the history of the JPA and the construction of the facilities.
c. Deleted outdated recitals and provisions that addressed the State Project, revenue bonds, and the solid waste project.
d. Added the SBS project agreement as an Exhibit.
2. Facility Ownership
a. Removed the sole use/joint use facilities distinction. b. Replaced with “Facilities” and a new Exhibit listing the shared facilities. c. Clarified ownership of 6" and 36" lines as owned by members, not WCA.
3. Governance
a. Simplified and updated general governance provisions. b. Established a more explicit schedule of alternating management of WCA between members. If the Board determines to keep the JPA, management of the WCA will shift to the City for five-year period beginning on January 1, 2025.
c. Added the office of Secretary.
d. Modified the description of the Treasurer to conform to the Joint Exercise of Powers Act.
4. Finance
a. Updated budget/payment provisions to remove joint/sole use budgets; changed advance payment of operational costs from six months to three months; established a deposit system to ensure adequate cashflow; removed outdated provisions related to the State Project; and consolidated provisions into a single section of the agreement.
b. Removed budget exhibit and established a 35/65 cost sharing ratio.
5. Miscellaneous
a. Replaced arbitration provision with a more flexible dispute resolution provision. b. Updated termination provision.
c. Added new section describing the status of any financing as of the execution of the Amended and Restated JPA.
d. Added that the Parties shall meet and confer to review the Amended and Restated JPA's cost sharing and other relevant provisions no later than September 30, 2024, to determine whether amendments to the Amended and Restated JPA are necessary to equitably allocate costs, benefits, and liabilities relating to the Facilities. This is scheduled prior to January 1, 2025, when management of the WCA will shift to the City. This review will only be necessary if the WCA Board decides to retain the JPA.
City staff requests that City Council adopt the resolution approving the Amended and Restated Joint Exercise of Powers Agreement of the West County Agency, with the additional side letter stating the conditions of the contract issues regarding Veolia.
November 7, 2023
DOCUMENTS ATTACHED:
Attachment 1 – Resolution
Attachment 2 – Proposed Restated Amendment to Agreement Attachment 3 – Side Letter
Attachment 4 – WCA original contract
Attachment 5 – WCA contract amendment 1
Attachment 6 – WCA contract amendment 2
Attachment 7 – WCA contract amendment 3
Attachment 8 – WCA contract amendment 4
Attachment 9 – WCA contract amendment 5