C2000-0074A
C2013-0773
SACRAMENTO
Office of the City Clerk
CONTRACT
ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.
General Information (Required)
Original Contract # (supplements only): Supplement/Addendum #: 4 Assessor's Parcel Number(s):
Contract Effective Date: 08/01/2015 Contract Expiration Date (if applicable):
$ Amount (Not to Exceed): $ 250,000.00 Adjusted $ Amount (+/-): $ 0.00 O
ther Party: The Cities of Folsom, Roseville and Sacramento, the Placer County Water Agency, Sacramento County Water Agency, Sacramento Suburban Water District, and San Juan Water District Project Title: Joint Defense and Cost-Sharing Agreement To Preserve and Protect American River Water Supplies Project #: Bid/RFQ/RFP #:
City Council Approval: NO
Contract Processing Contacts
Department: Utilities
Contract Coordinator: Rebecca Avitia
if YES, Council File ID#:
Project Manager: Anne Sanger, Government Affairs Manager Email:[email protected]
Department Review and Routing
Construction Mgmt:
Supervisor:
Division Manager:
Other:
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) (Signature) (Date)
(Signature) (Date)
(Signature) (Date)
Recording Requested Other Party Signature Required
FOR CLERK & IT DEPARTMENTS ONLY — DO NOT WRITE rHis -------- - CC Rev. 12.19.2018
C2016-1224-04
Contract #2016-1224-04
ADDENDUM NO. 4
Joint Defense and Cost-Shaiing Agreement
to Preserve and Protect Ainerican rRiver Water Supplies The Cities of Folsom, Roseville and Sacramento, the Placer County Water Agency, Sacramento County Water Agency, Sacramento Subukban Water District, and the San Juan Water District (collectively referred to hereinafter as, 'rOriginal Parties") entered into a Joint Defense and Cost-Sharing Agreement to Preserve and Protect American River Water Supplies, dated August I, 2015 (hereinafter, "Original Agreement").
The Original Parties amended the Original Agreemenf by Addendum No. 1, thereby raising the cap in Paragraph 1 of
.
the Original Agreement. The Original Parties further amended the Original Agreement by Addendum No. 2, thereby adding El Dorado Irrigation District as a party to the Original Agreenient with a funding obligation of $25,000. The Original Parties and El Dorado Inigation District are hereinafter referred to collectively as, "the Parties." The Parties further amended the Original AgreeMent by Addendum No. 3, thereby raising the cap in Paragraph 1 for the Original Parties to $250,000 and raising the cap for El Dorado Irrigation District to $125,000. The Original Agreement, Addendum No. 1, Addendum No. 2, and Addendum No. 3 are hereinafter referred to collectively as, "Agreement." Through this Addendum No. 4, the Parties to the Agreement agree to add Carmichael Water District as a party to the Agreement.
Pursuant to'Paragraph 3 of the Agreement, and notwithstanding the cap in Paragraph 1 of the Agreement, as amended by Addendum Nos. 1 and 3, the Partjes have agreed that Carmichael Water District's proportionate share of costs and fees shall not exceed $50,000 without fiirther approval by Carmichael Water District's Board of Directors or an employee of Cannichael Water District authorized to approve a proposed additional expenditure.
All other provisions of the Agreement remain uachanged.
This Addendum No. 4 may be signed in counterparts, each of which shall be deemed an original irrespective of the date of execution, and the executed counterparts shall together constitute one and the same Addendum No. 4. Further, facsimile or PDF copies of signatures shall be as effective as original signatures for evidencing execution of this Addendum No. 4.
ADDENDUM NO.4
Joint Defense and Cost-Stiaring Agreement to
Preserve arid Protect American River Water Supplies
Pap of5
Date
IN WITNESS WHEREOF, the Parties hereto have executed this Addendum No. 4 to the Agreement.
CITY OF ROSEVILLE
By: /
Richard D. Plecker, P.E.
Environmental Utilities Director
City of Roseville
2005 Hilltop Circle
Roseville, CA 95747
CITY OF SACRAMENTO
By:
William O. Busath
Director, Department of Utilities
1395 35th Avenue
Sacramento, CA 95822
EL DORADO IRRIGATION DISTRICT
By:
Jim Abercrornbie
General Manager
2890 Mosquito Road
Placerville, CA 95667
PLACER COUNTY WATER AGENCY
By:
Einar L. Maisch
General Manager
P.O. Box 6570
Auburn, CA 95604
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
Date
Date
Date
IN WITNESS WHEREOF, the Parties hereto have executed this Addendum No. 4 to the Agreernent.
CITY OF ROSEVILLE
By:
Richard D. Plecker, P.E.
Environmental Utilities Director
City of Roseville
2005 Hilltop Circle
Roseville, CA 95747
CITY OF SACRAMENTO
By: /
--William 0;Busath -
Director, Department of Utilities
1395 35th Avenue
Sacramento, CA 95822
EL DORADO IRRIGATION DISTRICT
By:
Jim Abercrombie
General Manager
2890 Mosquito Road
Placerville, CA 95667
PLACER COUNTY WATER AGENCY
By:
Einar L. Maisch
General Manager
P.O. Box 6570
Auburn, CA 95604
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
Attested by
/date
Date
Date
Date
Date
rcrombie
G;:, Manager
2 :T Mosquito Road
P erville, CA 95667
\p-H
Date
EL DORADO GATION DISTRICT
By:
IN WITNESS WHEREOF, the Parties hereto have executed this Addendum No. 4 to the Agreement.
CITY OF ROSEVILLE
By:
Richard D. Plecker, P.E.
Environmental Utilities Director
City of Roseville -
2005 Hilltop Circle
Roseville, CA 95747
CITY OF SACR.AMENTO
By:
William O. Busath
Director, Department of Utilities
1395 35th Avenue
Sacramento, CA 95822
Date
Date
PLACER COUNTY WATER AGENCY
By:
Einar L. Massch
General Manager
P.O. Box 6570
Auburn, CA 95604
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and.Proteet American River Water Supplies
Date
PLACER CDUN-TY WAT AGENCY
E.ar L. ais h
General Manager
P.O. Box 6570
Auburn, CA 95604
Date
IN WITNESS WHEREOF, the Parties hereto have executed this Addendum No. 4 to the Agreement.
CITY OF ROSEVILLE
By:
Richard D. Plecker, P.E.
Environmental Utilities Director
City of Roseville
2005 Hilltop Circle
Roseville, CA 95747
CITY OF SACRAMENTO
By:
William O. Busath
Director, Department of Utilities
1395 35th Avenue
Sacramento, CA 95822
EL DORADO IRRIGATION DISTRICT
By:
Jim Abercrombie
General Manager
2890 Mosquito Road
Placerville, CA 95667
Date
Date
Date
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
SACRAMENTO COUNTY W ER AGENCY
ichael L. Peterson Date
Director of Department of Water Resources
Acting as Agency Engineer
827 7th Street, Suite 301
Sacramento, CA 95814
SACRAMENTO SUBURBAN WATER DISTRICT
By:
Dan York
General Manager
3701 Marconi Avenue, Suite 100
Sacramento, CA 95821
'SAN JUAN WATER DISTRICT
By:
Paul Helliker
General Manager
9935 Auburn Folsom Road
Granite Bay, CA 95746
CARMICHAEL WATER DISTRICT
By:
Steve Nugent
General Manager
7837 Fair Oaks Boulevard
Carmichael, CA 95608
Approved As To Form:
CITY OF SACRAMENTO
Susana Alcala Wood, City Attorney
By:
Michael Voss Date
Senior Deputy City Attorney
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
Date
Date
Date
SACRAMENTO SUBURBAN WATER DISTRICT
By:
Dan York
General Manager
3701 Marconi Avenue, Suite 100
Sacrarnento, CA 95821
SACRAMENTO COUNTY WATER AGENCY
By:
Michael L. Peterson
Director of Department of Water Resources
Acting as Agency Engineer
827 7th Street, Suite 301
Sacrarnento, CA 95814
SAN JUAN WATER DISTRICT .
By:
Paul Helliker
General Manager
9935 Auburn Folsom Road
Granite Bay, CA 95746
CARMICHAEL WATER DISTRICT
By:
Steve Nugent
General Manager
7837 Fair Oaks Boulevard
Carmichael, CA 95608
Approved As To Form:
CITY OF SACRAMENTO
Susana Alcala Wood, City Attorney
By:
Date
//i/hea70
Date( /
Date
Date
Michael Voss Date
Senior Deputy City Attorney
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
Date
SACRAMENTO COUNTY WATER AGENCY
By:
Michael L. Peterson
Director of Department of Water Resources
Acting as Agency Engineer
827 7th Street, Suite 301
Sacramento, CA 95814
SACRAMENTO SUBURBAN WATER DISTRICT
By:
Dan York
General Manager
3701 Marconi Avenue, Suite 100
Sacramento, CA 95821
SAN JUAN WATER DISTRICT
Byr.e-' ----:---- -
-Tcw. Li - Paul Helliker
I Z CrAr- G eneral Manager o-reia. 9935 Auburn Folsom Road Granite Bay, CA 95746
CARMICHAEL WATER DISTRICT
By:
Steve Nugent
General Manager
7837 Fair Oaks Boulevard
Carmichael, CA 95608
Approved As To Forin:
CITY OF SACRAMENTO
Susana Alcala Wood, City Attorney
By:
Michael Voss
Senior Deputy City Attorney
ADDENDUM NO. 4
iaint Defense and Cost-Sharing Agreement to
Preserve and PrOtett American River Water Supplios
Date
Date
Date
Date
SACRAMENTO COUNTY WATER AGENCY
By:
Michael L. Peterson
Director of Department of Water Resources
Acting as Agency Engineer
827 7th Street, Suite 301
Sacramento, CA 95814
SACRAMENTO SUBURBAN WATER DISTRICT
By:
Dan York
General Manager
3701 Marconi Avenue, Suite 100
Sacramento, CA 95821
'SAN JUAN WATER DISTRICT
By:
Paul Helliker
General Manager
9935 Auburn Folsom Road
Granite Bay, CA 95746
CARMICHAEL WATER DISTRICT
By: c
e-Nugent INP,Ait, Iiicveo.c Date
General-Manageri-A-lefi Ilikhaftt, cower
7837 Fair Oaks Boulevard
Carmichael, CA 95608
Approved As To Form:
CITY OF SACRAMENTO
Susana Alcala Wood, City Attorney
By:
Michael Voss Date
Senior Deputy City Attorney
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
Date
Date
Date
G By:
Mictiae
Senior Deputy City Attorney
SACRAMENTO COUNTY WATER AGENCY
By:
Michael L. Peterson
Director of Department of Water Resources
Acting as Agency Engineer
827 7th Street, Suite 301
Sacramento, CA 95814
SACRAMENTO SUBURBAN WATER DISTRICT
By:
Dan York
General Manager
3701 Marconi Avenue, Suite 100
Sacramento, CA 95821
'SAN JUAN WATER DISTRICT
By:
Paul Helliker
General Manager
9935 Auburn Folsom Road
Granite Bay, CA 95746
CARMICHAEL WATER DISTRICT
By:
Steve Nugent
General Manager
7837 Fair Oaks Boulevard
Carmichael, CA 95608
Approved As To Form:
CITY OF SACRAMENTO
Susana Alcala Wood, City Attorney
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
Date
Date
Date
Date
Date
Date
Date
Date
EL DORADO IRRIGATION DISTRICT
Brian D. Poulsen, Jr., General Counsel
Bri D ourse ,
eneral ounsel
SOMACH SIMMONS & DUNN
A Professional Corporation
By:
Aaron A. Ferguson
Attorneys for Sacramento County
Water Agency and Carmichael Water
District
BARTKIEWICZ KRONICK & SHANAHAN
By:
Ryan S. Bezerra
Attorneys for City of Folsom, City of
Roseville, Sacramento Suburban Water
District, and San Juan Water District
PLACER COUNTY WATER AGENCY
By:
Daniel Kelly
Staff Counsel, Placer County Water
Agency
CITY OF ROSEVILLE
By:
Robert R. Schmitt Date
City Attorney, City of Roseville
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
EL DORADO IRRIGATION DISTRICT
Brian D. Poulsen, Jr., General Counsel
By:
Brian D. Poulsen, Jr. Date
General Counsel
SOMACH SIMMONS & DUNN
A Professional Corporation
(tAarcn A. Fergušon
Attorneys for Sacramento County
Water Agency and Carrnichael Water
District
BARTKIEWICZ KRONICK & SHANAHAN
By:
Ryan S. Bezerra
Attorneys for City of Folsom, City of
Roseville, Sacramento Suburban Water
District, and San Juan Water District
PLACER COUNTY WATER AGENCY
By:
Daniel Kelly
Staff Counsel, Placer County Water
Agency
CITY OF ROSEVILLE
By:
Robert R. Schn-iitt Date
City Attorney, City of Roseville
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
By:
Date
Date
Date
512 9 /
)5;te
. Date I
EL DORADO IRRIGATION DISTRICT
, Brian D. Poulsen, Jr., General Counsel
Brian D. Poulsen, Jr. — Date
General Counsel'
By:
SOMACH SIMMONS & DUNN
A Professional Corporation
By:
Aaron A. Ferguson
Attorneys for Sacramento County
Water Agency and Carmichael Water
District
BAR WICZ KR NICK & SHANAHAN
By:
. Be=
A eys forelity of Folsom, City of
Roseville, Sacramento Suburban Water
District, and San Juan Water District
Date
PLACER COUNTY WATER AGENCY
By:
Daniel Kelly
StaffCounsel, Placer County Water
Agency
CITY OF ROSEVILLE
By:
Robert R. Sebmitt Date
.
City Attorney, City of Roseville
ADDENDUM NO, 4
Joint Defense and Cost-Sharing Agreement to
Preserve and•Prottet American River Water Supplies
PLACER COUN //WATER AGENCY
//
aniel Kelly
Staff Counsel, Placer County Water
Agency
Date
By:
EL DORADO IRRIGATION DISTRICT
Brian D. Poulsen, Jr., General Counsel
By:
Brian D. Poulsen, Jr, Date
General Counsel
SOMACH SIMMONS & DUNN
A Professional Corporation
By:
Aaron A. Fergu.son
Attorneys for Sacrarnento County
Water Agency and Carrnichael Water
District
BARTKIEWICZ KRON1CK & SHANAHAN
By:
Ryan S. Bezerra
Attorneys for City of Folsom, City of
Roseville, Sacramento Suburban Water
District, and San Juan Water District
Date
Date
CITY OF ROSEVILLE
By:
Robert R. Schmitt Date
City Attorney, City of Roseville
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
3/ 51,9-to
Date
I fris
Robert R. Schmitt
City Attorney, City of Rosevi:le
EL DORADO IRRIGATION DISTRICT
Brian D. Poulsen, Jr., General Counsel
By:
Brian D. Poulsen., Jr. Date
General Counsel
SOMACH SIMMONS & DUNN
A Professional Corporation
By:
Aaron A. Ferguson
Attorneys for Sacramento County
Water Agency and Carmichael Water
District
BARTKIEWICZ KRONICK & SHANAHAN
By:
Ryan S. Bezerra
Attorneys for City of Folsom, City of
Roseville, Sacramento Suburban Water
District, and San Juan Water District
PLACER COUNTY WATER AGENCY
By:
Daniel Kelly
Staff Counsel, Placer County Water
Agency
CITY OF ROSEVILLE
Date
Date
Date
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
RESOLUTION NO. 20-048
APPROVING ADDENDUM NO. 4 TO AGREEMENT AMONG THE CITIES OF FOLSOM, ROSEVILLE, AND SACRAMENTO. PLACER COUNTY WATER AGENCY.
SACRAMENTO COUNTY WATER AGENCY. SACRAMENTO SUBURBAN WATER DISTRICT, SAN JUAN WATER DISTRICT. EL DORADO IRRIGATION DISTRICT, AND
CARMICHAEL WATER DISTRICT, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE IT ON BEHALF OF TIIE CITY OF ROSEVILLE
WHEREAS, Addendum No. 4 to the Joint Defense and Cost-Sharing Agreement to Preserve and Protect American River Water Supplies, arnong the Cities of Folsom, Roseville, and Sacramento, Placer County Water Agency. Sacramento County Water Agency, Sacramento Suburban Water District, San Juan Water District, El Dorado Irrigation District, and Carmichael Water District has been reviewed by the City Council; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Addendum No. 4 is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this 4th day of March, 2020. by the following vote on roll call:
AYES COUNCILMEMBERS: Bernasconi, Alvord, Roccucci, Houdesheldt, Allard NOES COUNCILMEMBERS: None
ABSENT COUNCILMEMBERS: None
MAYOR
ATTEST:
dpx.v avrt)
City Clerk
The for?going instrument is a correct copy of the
original on file in the Ctty Cierks Department.
ATTEST:
City Clerk of the City of Roseville, California
DE TY CLERK
Date Steven-Wang, City Attorney
CITY OF FOLSOM, A Municipal Corporation:
S)11
Date Elaine dersen, City Manager
ATTEST:
íÀo Ç&ViLl--) _ (16/i el
Date Chistà Freemantle, City Clerk
Date y TaÌìigni, Director of Finance
ORIGINAL APPROVED AS TO CONTENT:
to 1 vs fr
Date Marcus YaYutake,
Environmental & Water Resources Director
ORIGINAL APPROVED AS TO FORM:
ADDENDUM NO. 4
Joint Defense and Cost-Sharing Agreement to
Preserve and Protect American River Water Supplies
Folsom File No. 173-21 15-075
Aciditil
itiiii 11 111111
33984
SACRAMENTO CONTRACT
Office of the City Clerk ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.
General Information (Required)
Original Contract # (supplements only):
Assessor's Parcel Number(s):
Supplement/Addendum #:
Contract Effective Date: 04/18/2016 Contract Expiration Date (if applicable):
$ Amount (Not to Exceed): Adjusted $ Amount (+/-):
Other Party: City of Roseville; Sacramento County Water Agency; California American Water; Rio Linda/Elverta Community Water District Placer County Water Agency Project Title: Memorandum of Agreement Planning of the RiverArc project Project #: Z14010068
City Council Approval: YES
Contract Processing Contacts
Department: Utilities
Contract Coordinator: Renee Graves
Bid/RFQ/RFP #:
if YES, Council File ID#:
Project Manager: Brett Ewart
Email:
Department Review and Routing
Accounting:
Supervisor:
Division Manager:
Other:
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) Recording Requested j Other Party Signature Required
FOR CLERK It IT DEPARTMENTS ONLY DO NOT WRITE BELOW THIS LINE CC Rev. 12.19.2018
Review and Signature Routing
Department Signature or Initial Date
Project Manager:
Supervising Engineer:
Division Manager:
City Attorney Signature or Initial Date
Send Interoffice Mail Notify for Pick Up
Authorization Signature or Initial Date
William O. Busath
Department Director:
City Mgr: yes rV No v
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, is not part of the contract. (01-01-09)
City Attorney:
For City Clerk Processing
Finalized:
Initial:
Date:
I age -02- X
Inipah
• —Date:
Received:
(City Clerk Stamp Here)
Sacramento City Clerk's Office
915 l st, 5th Floor
Received 04/29/2016 02:59 PM
9090
-910Z
Contract #2016-0506
SACRAMENTO
Department of Utilities
Requires Council Approval:
Tax ID # if applicable:
No YES Meeting: 04/19/16
Real Estate
7 Other Party Signature Needed \IRecording Requested
General Information
Type: Other PO Type: Interagenct Agreement
Not to Exceed Amount: $ TI3D
Attachment: Original No.:
Original Doc Number: 2016-
Other Parties: City of Roseville; Sacramento County Water Agency (SCWA); California American Water (CA-AW); Rio
Linda/Elverta Community Water District (RLECWA); Placer County Water Agency (PCWA);
Certified Copies of Document:: 1
Project Name: Memorandum of Agreement Planning of the
RiverArc project
Deed: ENone
LJ Included LjSeparate
Project Number: Z14010068 Bid Transaction #: N/A LBE: N/A _
Department: Utilities
Project Manager: Brett Ewart
PM Phone Number: 808-1725
Contract Services: Renee Graves X1465
Comment:
Department Information
ADRS: 2016-00369 Division: Engineering & Water Resources Supervisor: Michelle Carrey
Date: 4/18/2016 Division Manager: Dan Sherry
Org Number: 14001321 Mail Code: 13400
MEMORANDUM OF AGREEMENT FOR
PLANNING OF THE RiverArc PROJECT
This Memorandum of Agreement for Planning of the RiverArc Project ("Agreemenr) is entered into by and between the City of Roseville, a municipal corporation ("Roseville"), the City of Sacramento, a municipal corporation ("Sacramento"), the Sacramento County Water Agency, a public agency ("SCWA"), Califomia American Water, a Califomia corporation ("CA-AW"), the Rio Linda/Elverta Community Water District ("RLECWA") and Placer County Water Agency, a public agency ("PCWA"), and will take effect as of the date on which Roseville, Sacramento, SCWA, CA-AW, RLECWA and PCWA have approved this Agreement. Roseville, Sacramento, SCWA, CA-AW, RLECWA and PCWA may be referred to herein collectively as the "Parties" or each individually as a "Party." Additional defined terms are set forth in Section 2 of this Agreement.
RECITALS
A. The Parties and other stakeholders throughout the greater Sacramento area have prepared a Phase 1 planning study for the RiverArc Project (also known as the Sacramento River Regional Water Reliability Project) which was completed in September of 2015. The purpose of the Phase 1 planning study was to conceptually evaluate ways to enhance water supply diversity and reliability on a regional scale to benefit regional water suppliers, increase the sustainability of regional groundwater supplies, and provide additional environmental protection of the American River Watershed.
B. The primary purposes of the RiverArc Project ("Project") are: (1) to divert water through existing, or potentially new, intake(s) from the Sacramento River to offset water currently diverted from the American River, deliver that water through new raw water pipelines to a new regional water treatment plant, and distribute the treated surface water through new and existing pipelines to the Parties; and (2) to recharge the groundwater storage basin via "direct" or "in lieu" recharge in wet years, so that groundwater can be used in years when surface water supplies are insufficient to meet the needs of the Sacramento region and potentially other areas in northern Califomia.
C. Through this Agreement, the Parties now intend: (1) to coordinate their efforts in Planning (as defined below) the RiverArc Project; (2) to memorialize the Parties' express understanding relating to such Planning efforts; and (3) to allocate costs to be expended in administering the Project's Planning.
NOW THEREFORE, in consideration ,of the mutual obligations set forth herein, the Parties hereby agree as follows:
///
1374312.10 80-001 - 1 -
AGREEMENT
1. Incorporation of Recitals. The foregoing recitals are hereby incorporated by reference.
2. Definitions. When used in this Agreement, the following terms shall have the meanings set forth below:
a. "Administering Agency" means a Party other than CA-AW, appointed by the other Parties from time to time in the manner set forth in this Agreement, that is authorized to administer the Project's Planning as set forth herein. b. "Administrative Expenses" means those authorized expenses incurred by the Administering Agency under the terms of this Agreement, which expenses include, but are not limited to, expenses incurred in hiring outside consultants and in utilizing staff time and resources of the Administering Agency. c. "Budget" means the budget contemplated by this Agreement which Budget shall be approved by the governing body of each Party prior to funding. The Budget shall include the allocation of Funds and the apportionment of Administrative Expenses to be shared among the Parties, not necessarily in equal shares. d. "Fiscal Year" means an accounting period specified by the Administering Agency with the approval of all of the Parties. e. "Funds" means funds received by the Administering Agency from the Parties, or from state, federal or other sources, for use in the Planning or for other activities expressly authorized under the terms of this Agreement. f. "Party Representative" means the person (or alternates), designated from time to time by the governing body of each Party, who is authorized to take actions under this Agreement to the extent permitted, until such time as the goveming body of such Party notifies the Administering Agency and the other Parties, as provided in Section 16 of this Agreement, of a change in its Party Representative. g. "Planning" means technical studies and investigations, preliminary facility planning, preparation of preliminary cost estimates and allocations, preparation and submission of grant funding applications and grant administration, conducting water supply modeling, preparing environmental analyses and evaluations, preparing a programmatic environmental impact report and preparation of permitting applications for the RiverArc Project.
3. Purpose of this Agreement. The purpose of this Agreement is to memorialize the Parties' coordinated efforts in Project Planning and to allocate Funds and Administrative Expenses to be expended in administering the Project's Planning.
Nothing in this Agreement grants the Administering Agency or the Parties any power or 1374312.10 80-001 - 2 -
authority to alter any water right, contract right or any similar right of any Party or to direct the water-delivery practices of any Party without the prior written consent of the Party and receipt of all required approvals. This Agreement is intended to facilitate and provide for Planning activities only. The Parties anticipate that any future development or implementation of the Project would be govemed by future agreement(s), and approval of any Such agreements will be subject to compliance with the Califomia Environmental Quality Act and all other applicable environmental laws or regulations.
4. Actions of the Representatives of the Parties. Once this Agreement is approved by the goveming body of each Party and Party Representatives have been designated, Party Representatives shall have authority to take action under this Agreement on behalf of the Party that he or she represents, consistent with the approved Budget. An affirmative vote by a majority of the Party Representatives shall be required for any action under this Agreement, except for the actions set forth in Sections 2.d, 6, 7 and 16 of this Agreement, which shall require approval of all of the Parties. Party Representatives may take action contemplated by this Agreement at a meeting, during a telephone conference call, through electronic correspondence or other means approved by the Party Representatives from time to time, in writing, provided each Party Representative was provided reasonable notice of the proposed action in accordance with Section 16, below, and a reasonable opportunity to participate in the consideration of the action item. Reasonable notice shall refer to a period of not less than thirty (30) days except in cases of an emergency.
5. Appointment and Actions of the Administerino Aciencv. The Parties hereby initially appoint PCWA to be the Administering Agency under this Agreement.
The Parties may change the Administering Agency from time to time. None of the employees of the Administering Agency will be deemed to be employed by any of the Parties other than the Administering Agency. The Administering Agency will be responsible for confirming and communicating to all Parties, in writing, the actions approved by the Parties from time to time. In carrying out its duties under this Agreement, the Administering Agency shall comply with the legal and regulatory requirements applicable to the Administering Agency (e.g., procurement procedures).
The Administering Agency shall have the authority to take the following actions to the extent they are consistent with the approved Budget, the terms of this Agreement and any administrative procedures adopted by the Parties according to Section 6(d) of this Agreement:
a. To undertake or arrange for approved Planning activities in accordance with the provisions of this Agreement;
b. To apply for, receive and disburse Funds for use in Project Planning, or for other activities authorized by this Agreement; c. To accumulate Funds for the purposes herein mentioned, and to invest Funds subject to applicable law, provided such Funds are not presently needed to pay costs related to the authorized uses of such Funds under this Agreement; 1374312.10 80-001 - 3 -
d. To adopt administrative rules and regulations, and operating rules and regulations for planning of the Project to the extent consistent with any administrative procedures adopted by the Parties pursuant to section 6(d) of this Agreement;
e. To make and enter into contracts reasonably necessary to carry out the purpose of this Agreement, consistent with the approved Budget; f. To cooperate, act in conjunction and/or contract with the United States, the State of Califomia, or any agency thereof, counties, municipalities, public entities (including joint powers authorities) and private corporations of any kind (including, without limitation, mutual water companies and investor-owned utilities), and persons, or any of them, as reasonably necessary for the purpose of this Agreement, consistent with the approved Budget;
g. To contract for legal and/or consulting services, and to employ such other persons or employees, as reasonably necessary for the purpose of this Agreement; and
h. Notwithstanding any other provision of this Agreement, Parties to this Agreernent who are not the Administering Agency shall not be express or implied parties to any contract or agreement entered into by the Administering Agency in accordance with this Section 5, unless such contract or agreement expressly names such other Party and has been approved by that other Party in writing.
6. Actions Requiring Approval by All Parties. The following actions will not be effective unless approved by all of the Parties:
a. Amendment of Agreement. Except pursuant to withdrawal of a Party in accordance with Section 15, this Agreement may be amended only in writing upon approval by all of the Parties and their respective governing bodies. b. Addition of Parties. Upon written approval by all of the Parties and their respective governing bodies, the Parties may approve the addition of a new Party to the Agreement and any terms or conditions related to the new Party's addition. The terms and conditions applicable to a joining Party shall be set forth in an amendment to this Agreement. The Administrating Agency shall be authorized to execute the amendment upon approval by all of the Parties.
c. Adoption of Budget. The adoption of the annual Budget requires written approval by all of the Parties and their respective goveming bodies. d. Administrative Procedures. Upon approval by all of the Parties and their respective governing bodies, the Parties may create and adopt administrative 1374312.10 80-001 • - 4 -
procedures for the administration of this Agreement and the Project Planning process.
Once adopted, the administrative procedures may be amended from time to time, in writing, following approval of all of the Parties and their respective governing bodies. In the event of a conflict between this Agreement and the administrative procedures enacted under this Agreement, the provisions of this Agreement will govern. e. Assignment. Except as otherwise provided in this Agreement, the rights and duties of the Parties may not be assigned or delegated without the written consent of all other Parties and their respective goveming bodies. Subject to the foregoing, this Agreement will inure to the benefit of, and be binding on, the successors and assigns of the Parties hereto.
7. Annual Budgets. As soon as practical after the execution of this Agreement, and thereafter at least thirty days prior to the commencement of each Fiscal Year, the Parties and their respective governing bodies will adopt a Budget and designate each Party's annual contribution for the ensuing Fiscal Year which shall then be funded by the Parties within thirty days following Budget adoption by all Parties. The total Budget for the first year (Fiscal Year 2016) of this Agreement is $300,000.00. Each of the six parties shall contribute $50,000.00 to the Administering Agency for Fiscal Year 2016. Thereafter, the Administering Agency will be authorized to make expenditures on behalf of the Parties consistent with the approved Budget and any administrative procedures adopted under this Agreement. Personnel, equipment and/or property of one or more of the Parties may be provided in lieu of other contributions required under this Agreement, to the extent expressly approved by the Parties and their respective goveming bodies. With the exception of the agreed-upon cost sharing or in lieu contributions approved by all Parties and with the exception of staff time and resources of the Administrative Agency as set forth in Section 2.b, any intemal, inhouse, or administrative costs or expenses incurred by any Party related to that Party's obligations under this Agreement shall be the sole responsibility of that Party. The total annual Budget and the Parties cost share for the future Fiscal Years will be determined on an annual basis and will reflect the work envisioned for that year.
8. Funds. The Administering Agency shall be the depository and shall have custody of all Funds received pursuant to this Agreement, from whatever source, subject to the applicable provisions of any funding contract providing for a trustee or other fiscal agent. All such Funds shall be maintained in separate accounts and shall not be commingled with funds of the Administering Agency, or any other person or entity. The Administering Agency shall have authority to disburse Funds received under this Agreernent consistent with the terms of this Agreement and the adopted Budget, and shall report all receipts and disbursements to the Parties. Pursuant to Government Code section 6509.5, the Administering Agency will invest any moneys held for disbursement on behalf of the Parties in the same manner and on the same conditions as local agencies pursuant to Government Code section 53601.
9. Audits. The Administering Agency will provide an accounting of all Funds, and will report to the Parties all receipts and disbursements made pursuant to the 1374312.10 80-001 - 5 -
adopted Budget and this Agreement, in accordance with the provisions of Government Code section 6505. lf approved by the Parties, the Administering Agency shall have an annual audit of the accounts and records managed by the Administering Agency pursuant to this Agreement performed by a certified public accountant, and shall submit a report thereof to each of the Parties. Any costs of the audit, including contracts with and/or employment of certified public accountants pursuant to this section, will be considered Administrative Expenses.
10. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, worker's compensation and other benefits that apply to the activity of officers, agents or employees of any of the Parties when performing their respective functions will apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. It is further understood and agreed by the Parties that notwithstanding anything contained herein, the employees of each Party shall continue to be entirely and exclusively under the direction, supervision and control of the employing Party.
11. Allocation of Liabilities. The Parties expressly agree that the debts, liabilities and obligations of each Party shall remain the debts, liabilities and obligations of that Party and shall not be the debts, liabilities and obligations of the Administering Agency or any other Party.
12. Fidelity Bond. The Parties may require designated public officers of the Administering Agency who have charge of, handle, or have access to any Funds pursuant to this Agreement, to file an official bond in an amount to be fixed by the Parties. The premiums on any such fidelity bonds attributable to the coverage required herein will be Administrative Expenses.
13. Term. This Agreement will remain in full force and effect until terminated in writing by a majority vote of the Parties.
14. Disposition of Property Upon Termination. Upon termination of this Agreement, any surplus Funds, if any, on hand will be retumed to the Parties in proportion to the contributions made by them except for any Funds obligated to pay for Project related expenses incurred prior to the date of termination.
15. Withdrawal of a Party. Any Party may withdraw from this Agreement effective upon thirty (30) day's written notice to all other Parties. The withdrawing Party and the Administering Agency, on behalf of the remaining Parties, shall execute an amendment to this Agreement memorializing the withdrawal. A withdrawing Party shall be responsible for its share of financial obligations incurred under this Agreement and the adopted Budget prior to the effective date of the withdrawal. lf any surplus Funds remain at the end of the Fiscal Year in which the withdrawing Party withdrew and which are in excess of any budget commitment existing as of the effective date of the withdrawal, such funds will be returned to the withdrawing Party in proportion to the 1374312.10 80-001 - 6 -
contribution made by the withdrawing Party.
16. Notices. The time for providing any notices specified in this Agreement may be extended within the term of this Agreement with the consent of all of the Parties, confirmed in writing, without requiring an amendment to this Agreement. All notices and other communications required under this Agreement shall be in writing, and shall be deemed to have been duly given: (a) upon the date of service, if served personally on the Party to whom notice is to be given; (b) upon the date of service, if sent by electronic mail, and the Party to whom notice is to be given confirms receipt; or (c) on the third day after mailing, if mailed to the Party to whom notice is to be given by firstclass mail, postage prepaid, and properly addressed to the designated representatives of the Party. Each Party shall promptly notify every other Party of approvals or any other actions taken by their respective goveming boards conceming or related to this Agreement or the Project.
17. Signatories' Authority. The signatories to this Agreement represent that they have authority to execute this Agreement and to bind the Party on whose behalf they execute this Agreement.
18. Counterparts of this Aareement. This Agreement may be signed in any number of counterparts by the Parties, each of which will be deemed to be an original, and all of which together will be deemed to be one and the same instrument. This Agreement, if executed in counterparts, will be valid and binding on a Party as if fully executed all in one copy.
19. Reasonable Cooperation; No Agency. The Parties will reasonably cooperate with each other, including the execution of all necessary documents required to perform the obligations under this Agreement, and to carry out the purpose and intent of this Agreement; provided that each Party understands and agrees that there is no agency or joint venture relationship between the Parties, and no Party is authorized to act for or on behalf of any other Party except as expressly authorized under this Agreement.
20. Construction and Interpretation. This Agreement is entered into freely and voluntarily. This Agreement has been arrived at through negotiation, and each Party has had a full and fair opportunity to revise the terms of this Agreement. Consequently, the normal rule of construction that any ambiguities are to be resolved against the drafting party will not apply in construing or interpreting this Agreement.
21. Complete Agreement. This Agreement constitutes the sole, final, complete, exclusive and integrated expression and statement of the terms of this Agreement among the Parties conceming the subject matter, and supersedes all prior negotiations, representations or agreement, either oral or written, that may be related to the subject matter of this Agreement.
22. Waiver. The waiver at any time by a Party of its rights with respect to a 1374312.10 804001 - 7 -
default or other matter arising in connection with this Agreement will not be deemed a waiver with respect to any other default or matter.
23. Califomia Law. This AgFeement shall be interpreted and enforced according to the provisions of California Law, and the venue for any action to enforce the terms of this Agreement shall be either Placer or Sacramento County.
24. Severabilitv. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, but only to the extent that the intent of the Parties can be effectuated without the provision or provisions held invalid, void, or unenforceable.
25. No Third Party Beneficiary. The parties understand and agree that this Agreement creates rights and obligations solely between the Parties and is not intended to benefit any other Party. No provision of this Agreement shall in any way inure to the benefit of any third person so as to constitute any such third-person as a third party beneficiary of this Agreement or any of its items of conditions, or otherwise give rise to any cause of action in any person not a party hereto.
The foregoing is hereby agreed to by the Parties.
IN WITNESS THEREOF, the Parties have executed this Agreement as of the dates written below.
1374312.10 80-001 - 8 -
BY:
CITY OF ROSEVILLE, a
municipal corporation
BY:
ROB JEN EN
City Manager
ATTEST:
SONIA OROZCO
City Clerk
APPROVED AS TO FORM:
BY: 491TC4 tt„r
ROBERT R. SCHMITT
City Attorney
APPROVED AS TO SUBSTANCE:
BY:
RICHARD D. PLECKER
Environmental Utilities Director
1374312.10 80-001 - 9 -
IN WITNESS WHEREOF, the City of Sacramento has executed this Memorandum of Agreement
By: Ze--,441
Print name:WAWA" ñ aos.664A
Title:4bilit ctor
For: John F. Shirey, City Manager
APPROVED TO AS FORM:
ATTEST:
2016 RiverArc Budget Description
Item No.1 —Water Entitlement Analysis and Hydrologic Modeling for the RiverArc Project la. The initial work effort work will include development of data and analysis of existing water entitlements and time of use needs for the project partners for the RiverArc Project. This information will be used in conjunction with an integrated modeling system to evaluate water availability, operational alternatives and potential environmental benefits and impacts of shifting a portion of the region's demands from the American to the Sacramento River. This work will be project participant driven, and will be coordinated by technical staff and the consulting team. Costs will be variable but should not exceed % of the budget allocated to Item No. 1.
lb. This portion of Item No. 1 includes development of a hydrologic modeling strategy for the RiverArc project that is synergistic with other regional technical modeling efforts and provides a basis for performing environmental analysis. Once a strategy is agreed upon by the partners, model development and scenario design can proceed. It is recognized that hydrologic modeling needs for the RiverArc project exceed the allocated budget for this item, but funding may be used to leverage State and Federal grant opportunities that are scheduled to be available in 2016.
Item No. 2 — Fatal Flaw Analysis for developing a Programmatic Environmental Impact Report This item will include a comparative, fatal flaw analysis for the three alternative projects identified in the Phase 1 Planning of the Sacramento Regional Water Reliability Project prepared by West Yost dated September, 2015. The fatal flaw analysis will consist of literature research and preliminary field review of the three alternatives. Considerations will include the items identified in the CEQA guidelines with specific em-phasis on biological resources, including wetlands, vernal pools, and special status species; hazardous materials; agricultural resources; and hydrology and water quality. The final work product will consist of a report that identifies any fatal flaws that might be encountered in each of the proposed alternatives and compares the relative intensity of those flaws. "Fatal flaws" consist of aspects of each alternative that would substantially increase its cost, require complex or time-consurning permitting processes, or likely result in substantial public opposition. This document will be used as a guide for ultimately preparing a programmatic EIR/EIS for the proposed RiverArc project.
Item No. 3 — Project Administration
This item is for the administrative costs for the project. This includes items such as scheduling meetings, billing partners and monitoring financial status, preparing agendas, preparing and monitoring annual budgets and overall coordination of the project. 1 Item No. 4 — Specialty Consultants
This item is a set aside for hiring any specialty consultants that may be required to conduct the work. This may include specialty consulting during discussions with the Natomas Central Mutual Water Company. The agreement with Natomas states that we must pay for any specialty consultants that they may need to hire to come to an agreement for the transfer of water and for the use of the intake screens and pumping station on the Sacramento River. Also included in this task is the preparation of a project description for the RiverArc and associated projects.
RIVERARC PROJECT
2016 BUDGET
ITEM
NUMBER DESCRIPTION
ESTIMATED BUDGET
AMOUNT
1 Water Entitlement Analysis and
Hydrologic Modeling for the
RiverArc Project
$100,000
2 Fatal Flaw Analysis for Developing a
Programmatic Environmental Impact
Report
$100,000
3 Project Administration $50,000
4 Specialty Consultants $50,000
TOTAL $300,000
2 SACRAMENT CO JhJW ER AGENCY
Mic ael L. Peterson
Director of Department of Water Resources,
Acting as Agency Engineer
Saeramento County Water Agency
Agreement approved by
Board of Directors:
Agenda Date: March 22, 2016
Item Number: 40
CALIFORNIA AMERICAN WATER COMPANY
S Audie Foster
Director of Northern Operations
California American Water Cotnpany
4701 Beloit Drive
Sacramento, CA 95838
Date: A-- JR -14
i, Secretary JolVi President of the Board
Attest:
7//,
Mary 1
Appmved at the February 22, 2016 meeting of the Board.
rbara renner, District Counsel
Placer County Water Agency
Mar 29, 2016
Mike Lee, Chair of the Board Date
Placer County Water Agency
ATTEST:
, •
Cheri Sprunck
Clerk to the Board
(Signature) (Date) axle faeget Apr 13, 2021
(Signature) (Date)
(Signature) (Date)
SACRAMENTO
Office of the Clty Clerk
CONTRACT
ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.
General Information (Required)
Original Contract # (supplements only): Supplement/Addendum #:
Assessor's Parcel Number(s):
Contract Effective Date: 04/06/2021 Contract Expiration Date (if applicable):
$ Amount (Not to Exceed): $56,000 Adjusted $ Amount (+/-):
Carnnichael Water District, City of Folsom, City of Roseville, City of Sacramento, El Dorado lrrigafion District, Golden State Water Cornpany, Placer County Water Agency, Regional Water Authonty, Sacramento County Other Party: Water Agency, Sacramento Suburban Water Distnct, and San Juan Water District Project Title: American River Common Interest Agreement Project #: Bid/RFQ/RFP #:
City Council Approval: YES if YES, Council File ID#: 2021-00197 Contract Processing Contacts
Department: Utilities Project Manager: Anne Sanger
Contract Coordinator: Rebecca Avitia Email:[email protected] Department Review and Routing
Accounting:
Supervisor:
Division Manager:
Other:
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) Recording Requested Other Party Signature Required
FOR CLERK & IT DEPARTMENTS ONLY DO NOT WRlTr7. -7 THIS LINE 2021-0376
CC Rev. 12.19.2018
Contract #2021-0376
COMMON INTEREST and COST-SHARE AGREEMENT
for COORDINATED PARTICIPATION:
BAY-DELTA WATER QUALITY CONTROL PLAN AMENDMENTS
This Common Interest and Cost-Share Agreement (Agreement) is entered into by and among the Carmichael Water District, City of Folsom, City of Roseville, City of Sacramento, El Dorado Irrigation District, Golden State Water Company, Placer County Water Agency, Regional Water Authority, Sacramento County Water Agency, Sacramento Suburban Water District, and San Juan Water District, and made effective on the date the last of the aforementioned parties signs this Agreement.
RECITALS
A. The Carmichael Water District, City of Folsom, City of Roseville, City of Sacramento, El Dorado Irrigation District, Golden State Water Company, Placer County Water Agency, Sacramento County Water Agency, Sacramento Suburban Water District, and San Juan Water District, individually a "Water Purveyor Party" and collectively the "Water Purveyor Parties", are water purveyors who desire to cooperate, coordinate efforts and share costs in order to protect American River region water rights and water supplies in the State Water Resources Control Board's ("SWRCB") development of amendments to the Bay-Delta Water Quality Control Plan ("WQCP") for the Sacramento River watershed and implementation of any such amendments. The SWRCB's development of amendments to the Bay-Delta WQCP may result in adversarial quasi-legislative or quasi-judicial administrative proceedings, litigation in state or federal courts or both. The Parties desire to provide the technical basis to enable their counsel to provide informed legal advice to the respective Parties and to enable the Parties to identify and pursue appropriate approaches to protect American River water supplies and water rights, by jointly pursuing technical work to, among other things, provide comment on the Bay-Delta WQCP amendments. The Parties share a common interest in achieving all of the above.
B. The Regional Water Authority ("RWA") is a joint powers authority formed for the purposes, among others, of serving and representing American River regional water supply interests in protecting and enhancing the reliability, availability, affordability, and quality of water resources in the American River region.
C. Through this Agreement, the Water Purveyor Parties and RWA desire to: (i) acknowledge and affirm their common interest to cooperate and coordinate efforts to protect American River water rights and water supplies as part of the SWRCB's Bay-Delta WQCP amendment process; (ii) establish cost-sharing arrangements for related consultant work and expenses; and (iii) provide for the management of the cooperative and coordinated effort contemplated by this Agreement.
D. The Water Purveyor Parties and RWA desire, based on their common interests, to cooperate, coordinate, and share information related to the SWRCB's WQCP update process, while continuing to preserve, to the fullest extent possible, the protections of the attorney-client privilege, work product privilege, common—interest doctrine, deliberative process privilege, executive privilege, or any other privilege or protection existing under state or federal law.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, and the mutual covenants and conditions contained herein, the Water Purveyor Parties and RWA agree as follows:
1. Management of Coordinated Effort. The Water Purveyor Parties desire to have RWA serve as the project manager for this coordinated effort. RWA agrees to act as the project manager for this coordinated effort, provided that RWA is reimbursed for its cost in acting as project manager. All costs for RWA's role as project manager will be funded through RWA's Major Projects Management Services Program. As provided in Paragraph 2(a), all Water Purveyor Parties participating in this coordinated effort must also be a party to Major Projects Management Services Program Agreement.
2. Cost-Sharing.
(a) Cost Sharing for RWA's Project Management Services. RWA has established the Major Projects Management Services Program pursuant to which individual RWA members can agree to pay certain sums in return for RWA providing certain project management services. At all times that a Water Purveyor Party is participating in the coordinated efforts contemplated by this Agreement, that Water Purveyor Party shall also be a party to the Major Projects Management Services Program Agreement. In the event a Water Purveyor Party fails or ceases to be a party to the Major Projects Management Services -2-
Program Agreement, that Water Purveyor Party will be deemed to have withdrawn from this Agreement pursuant to Paragraph 5.
(b) Cost Sharing for Consultant Work. The Water Purveyor Parties desire to share in the costs of consultant work that will be required as part of the Parties' activities related to the Bay-Delta WQCP update process. The total obligation of the Water Purveyor Parties to fund the consultants' work on matters contemplated by this Agreement shall not exceed $500,000 without written amendment to this Agreement. The Water Purveyor Parties' respective percentage shares of the costs and fees for consultant work under this Agreement are set forth in Exhibit A to this Agreement. RWA shall not be responsible for any consultant costs under this Agreement.
3. Steering Co 'I-tee: Retention and Direction of Consultants. (a) Steering Committee. The Water Purveyor Parties will each appoint a representative to a Steering Committee, which will make decisions for the Water Purveyor Parties concerning work by consultants under this Agreement and provide direction to RWA in managing the coordinated effort. The Steering Committee will also make decisions on matters related to executing strategy and policy matters. The Steering Committee generally will meet at least once a month during this Agreement's term. Unless specifically provided otherwise herein, an affirmative vote by 2/3 of all members of the Steering Committee shall be required for all decisions contemplated by this Agreement. The Steering Committee may vote by e-mail provided that all Steering Committee members are included in the circulation list for those e-mails.
(b) Retention, Direction and Compensation of Consultants. The Water Purveyor Parties will jointly authorize one or more of the Water Purveyor Parties' legal counsel to retain consultants to perform scopes of work as approved by the Steering Committee, subject to applicable law for the confidentiality and protection of the work performed and work products produced by consultants. Retention of a consultant under this Agreement by a Water Purveyor Party or its counsel will not prevent that consultant from performing work for another Water Purveyor Party or RWA on matters not included in scopes of work authorized under this Agreement. The Water Purveyor Parties, and not their legal counsel, collectively will be responsible for compensating consultants retained under this Agreement according to their respective shares as set forth in Exhibit A.
-3-
(c) Management of Consultants' Work. RWA will manage all work by consultants under the direction of the Steering Committee. RWA will ensure that its communications with consultants comply with this Agreement's confidentiality arrangements. Provided that RWA's manager of the Major Projects Management Services Program and all Water Purveyor Parties' legal counsel are included on the relevant communications, Steering Committee members may have direct contact with consultants and consultants may circulate information and drafts directly to Steering Committee members.
4. Cost-Sharing Upon Addition of Parties. A new Water Purveyor Party may be added to this Agreement with: (i) approval by all members of the Steering Committee, and (ii) a written commitment by the new Water Purveyor Party to pay its proportionate share of all of the consultants' costs and fees incurred for the applicable scope or scopes of work by consultants, including work already performed under the applicable scope or scopes of work.
Upon the addition of a new Water Purveyor Party to the Agreement, that new Water Purveyor Party's share, and the shares of the pre-existing Water Purveyor Parties, of any costs and fees incurred in relation to the applicable scope or scopes of work will be as determined by the Steering Committee prior to the new Water Purveyor Party's admission into this Agreement.
5. Withdrawal, Removal, and Cost-Sharing.
(a) Withdrawal. Any Water Purveyor Party may withdraw from this Agreement at any time; provided, however, in the event that a Water Purveyor Party withdraws after the Steering Committee has authorized consultants to proceed with certain scopes of work and related task orders, the withdrawing Water Purveyor Party shall remain obligated for payment of its proportionate share of the costs for such authorized work completed as of the date of the Water Purveyor Party's withdrawal. Written notice of withdrawal shall be sent to all members of the Steering Committee. A withdrawing Water Purveyor Party shall not receive any Joint Defense Materials (as defined in Section 8) produced after the date of its written notice of withdrawal, whether or not those Joint Defense Materials reflect consultant work performed before the date of that written notice of withdrawal. (b) Removal. A Water Purveyor Party may be removed from this Agreement at any time by a three-fourths (3/4) vote of the remaining Water Purveyor Parties; provided, however, in the event that a Water Purveyor Party is removed from this Agreement after the -4-
Steering Committee has authorized consultants to proceed with certain scopes of work and related task orders, the removed Water Purveyor Party shall remain obligated for payment of its proportionate share of the costs for such authorized work completed as of the date of the Water Purveyor Party's removal. A removed Water Purveyor Party shall not receive any Joint Defense Materials (as defined in Section 8) produced after the date of its removal, whether or not those Joint Defense Materials reflect consultant work performed before the date of that removal.
6. Term. This Agreement shall remain in effect until either of the following events occurs: (a) a majority of the Parties withdraw from the Agreement; or (b) the Steering Committee votes, by a two-thirds majority, to terminate this Agreement.
7. Billing Procedures. For all approved scopes of work by consultants under this Agreement, RWA will have the responsibility for collecting and managing each Water Purveyor Party's contribution of funds to pay for that work; processing invoices submitted by the consultants pursuant to the approved scopes of work and budgets; preparing invoices to the Water Purveyor Parties based on the shares specified in Exhibit A or any future costsharing allocation approved by the Water Purveyor Parties; and for maintaining an accurate accounting of this administration of funds. The Water Purveyor Parties will make payments on invoices presented by RWA within 30 days of the date of the specific invoice.
8. Privileged and Confidential Communications.
(a) For purposes of this Agreement, "Joint Defense Materials" includes, but is not limited to, all communications (including communications related to the abovereferenced proceedings made prior to the execution of this Agreement), factual materials, mental impressions, legal analyses, theories or strategies, memoranda, reports, notes, emails or any other communications or documents that are protected from disclosure by the attorney-client privilege, work product privilege, deliberative process privilege, executive privilege, common-interest doctrine joint prosecution/defense doctrine, privileges regarding mediation or settlement communications, or any other privilege or protection existing under state or federal law, and that are exchanged among the Water Purveyor Parties, RWA, and/or their respective counsel in connection with their cooperative efforts related to the matters described in this Agreement's recitals.
-5-
(b) The Water Purveyor Parties and RWA will maintain as confidential all Joint Defense Materials. Disclosure of Joint Defense Materials shall be limited to the Water Purveyor Parties and their employees and contractors as well as any counsel and consultants retained by the Water Purveyor Parties, or on behalf of the Water Purveyor Parties, for the purpose of maintaining a joint defense with respect to the matters described in this Agreement's recitals. RWA, as a public entity separate from its members, shall maintain as confidential all Joint Defense Materials within RWA as a separate public entity. Joint Defense Materials shall not be made available to RWA members that are not party to this Agreement.
(c) Any Joint Defense Materials shared or transmitted by or between Water Purveyor Parties and/or RWA should be clearly designated with the label "CONFIDENTIAL: JOINT DEFENSE MATERIALS" or a substantially similar label referencing "joint defense." However, the failure to include such designation shall not preclude such materials from being afforded the protections of this Agreement, and shall not be construed to constitute a waiver of any privilege or other protection. (d) Each Water Purveyor Party and RWA shall take all appropriate measures to ensure that any person who is granted access to Joint Defense Materials is familiar with the terms of this Agreement and complies with those terms.
(e) Except where required by the order of a court of competent jurisdiction, or by the prior written consent of the remaining Water Purveyor Parties, neither a Water Purveyor Party nor RWA will disclose to non-Parties any Joint Defense Materials that it has received from another Water Purveyor Party or RWA.
(0 Each Water Purveyor Party and/or RWA shall notify the party that generated any Joint Defense Materials and all remaining Water Purveyor Parties of any request to disclose the Joint Defense Materials to any non-Party (whether pursuant to the Califomia Public Records Act or other authority), or of any proceeding before any court, administrative agency, or tribunal to compel the disclosure of such Joint Defense Materials, as soon as practicable after receipt of such request or the initiation of such proceeding. If a Water Purveyor Party or RWA becomes subject to any judicial or administrative order to compel release of Joint Defense Materials, that Water Purveyor Party or RWA shall promptly notify the party that generated the materials and all remaining Water Purveyor Parties. The purpose -6-
of these notifications is to provide the party that generated the Joint Defense Materials or any remaining Water Purveyor Party an opportunity to take such steps as they may deem appropriate to protect the Joint Defense Materials.
(g) The sharing of Joint Defense Materials among the Water Purveyor Parties and/or RWA is not intended to and will not constitute a waiver of any privilege or other protection of confidentiality, including but not limited to the attorney-client privilege, work product privilege, common-interest doctrine, deliberative process privilege, executive privilege, privileges relating to mediation or settlement communications, or any other privilege or protection existing under state or federal law. (h) Execution of this Agreement constitutes the mutual agreement of the Water Purveyor Parties and RWA that any sharing of Joint Defense Materials among themselves is, pursuant to Evidence Code section 912, subdivision (d), and other applicable authorities, reasonably necessary for the accomplishment of the Water Purveyor Parties' and RWA's common purposes as described in this Agreement. Any sharing of Joint Defense Materials among the Water Purveyor Parties and/or RWA is in reliance on this Agreement and the protections that arise from the parties' common interests related to the matters described in Recital B to this Agreement.
(i) If a Water Purveyor Party or RWA withdraws from this Agreement, the provisions of this Agreement shall continue to apply to the Joint Defense Materials that the party received or sent during the time period when that party was a party to this Agreement, including without limitation the duty to maintain those materials' confidentiality under Section 8(b).
(j) If this Agreement is terminated for any reason, the Joint Defense Materials shared pursuant to this Agreement shall remain subject to all privileges cited herein and any other applicable confidentiality protections.
9. Attorney-Client Relationships. The Water Purveyor Parties and RWA are represented by their respective legal counsel in connection with the above-referenced proceedings. A party's legal counsel will not have an attorney-client relationship with any other party to this Agreement as a result of that legal counsel's participation in discussions and actions related to the parties' cooperative efforts on the above-described proceedings. -7-
Similarly, no legal counsel will have a duty of loyalty or confidentiality to any other Water Purveyor Party or RWA other than that legal counsel's specific client(s), and consequently, no Water Purveyor Party may seek to disqualify the legal counsel for another Water Purveyor Party as a result of the legal counsel's participation in discussions and actions related to the parties' cooperative efforts under this Agreement.
1 0. Representations. The individuals signing this Agreement in a representative capacity warrant that they have the authority to do so on behalf of the entity or entities they represent, and further agree that as representatives of the entity or entities that they respectively represent, they themselves are bound by all terms of this Agreement. 1 1 . Entire Agreement. This Agreement and any later-approved amendments or exhibits constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede any prior oral or written agreement, understanding, or representation relating to the subject matter of this Agreement.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original irrespective of the date of the execution, and said executed counterparts shall together constitute one and the same Agreement. Further, facsimile or .PDF copies of signatures shall be as effective as original signatures for evidencing execution of this Agreement. To ensure that each party has a full copy of this Agreement, upon a party's initial execution of this Agreement, that party shall transmit a copy of its signature to its legal counsel, who shall transmit copies of that copy to all other legal counsel under this Agreement.
13. Notices. All notices and other communications required to be given to a party under the terms of this Agreement (a) shall be in writing; (b) shall be personally delivered, sent via first class mail, or transmitted by facsimile or email with confirmation of receipt; and (c) shall be directed to such party at the address, facsimile number or email address specified below, or at such other address, facsimile number or email address as such party may hereafter designate by notice in accordance with this Section.
IN WITNESS WHEREOF, the Parties hereto have executed this Common Interest and CostShare Agreement for Coordinated Participation: Bay-Delta Water Quality Control Plan Amendments.
-8-
CARMICHAEL WATER D STRICT
Cathy Lee, General Manager / Date
Secretary to the Board
CITY OF FOLSOM, A Municipal Corporation:
Date Elaine Andersen, City Manager
ATTEST: FUNDING AVAILABLE:
Christa Freemantle, City Clerk Date Stacey Tamagni, Finance Director/CFO Date ORIGINAL APPROVED AS TO CONTENT: ORIGINAL APPROVED AS TO FORM:
Marcus Yasutake, Date Steven Wang, City Attorney Date
Environmental & Water Resources Director
CITY OF ROSEVILLE
Dominick Casey, City Manager Date
CITY OF SACRAMENTO
See attached signature page
William O. Busath, Director of Utilities Date
EL DORADO IRRIGATION DISTRICT
Jim Abercrombie, General Manager Date
-9-
GOLDEN STATE WATER COMPANY
Paul Rowley, Date
Vice President of Water Operations
PLACER COUNTY WATER AGENCY
Andrew Fecko, General Manager Date
REGIONAL WATER AUTHORITY
Jim Peifer, Executive Director Date
SACRAMENTO COUNTY WATER AGENCY
Michael L. Peterson Date
Director of Department of Water Resources,
Acting as Agency Engineer
SACRAMENTO SUBURBAN WATER DISTRICT
Dan York, General Manager Date
SAN JUAN WATER DISTRICT
Paul Helliker, General Manager Date
EXHIBT A
Cost Allocation
Water Purveyor Percent
Carmichael Water District 3.9%
City of Folsom 11.2%
City of Roseville 11.2%
City of Sacramento 11.2%
El Dorado Irrigation District 11.2%
Golden State Water Company 6.5%
Placer County Water Agency 11.2%
Sacramento County Water Agency 11.2%
Sacramento Suburban Water District 11.2%
San Juan Water District 11.2%
-11-
CITY OF
SACRAMENTO, a
municipal corporation
Mcdtae-( vossBy: MichaeL Voss (Apr 13, 2021 11:36 PDT) City Attorney
BY:
william
l5,0111300 13053313 (Apr 13, 2021 12:15 PD /
WILLIAM O. BUSATH
Director
ATTEST:
BY:
lArendy141 • ek Johnsen (r:rpr 14, 2021 07:52 PD I
City Clerk
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