Sacramento City Council
June 24, 2025

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01235 6/24/2025
Authority to Make Payments to Various Joint Powers Authorities and Cost Sharing Agreements
File ID: 2025-01235
Location: Citywide
Recommendation: Pass a Motion authorizing the Interim City Manager or designee to approve annual payments to: 1) Regional Water Authority (RWA) per the Amended and Restated Joint Exercise of Powers Agreement (2019-0786) in the amount of $99,060 for Fiscal Year (FY) 2025/26; 2) RWA per the Regional Water Efficiency Program (2007-0122) in the amount of $48,000 for FY2025/26; 3) Sacramento Groundwater Authority per the Joint Powers Agreement (JPA) (2000- 0074A) creating the Sacramento-Groundwater Authority in the amount of $234,903 for FY 2025/26; 4) Northern California Water Association (NCWA) for services to be performed under the Joint Defense and Expert Cost Sharing Agreement (CSA) (2013-0773) in the amount of $25,000 for FY 2025/26; 5) Sites Project Authority Joint Exercise of Powers Agreement (2018-0738) in the amount of $40,000 for FY2025/26; 6) American River Joint Defense and Expert CSA (2016-1224) for services to be performed in the amount of $42,000 for FY2025/26; 7) RiverArc Project Administrative Fees (C2016-0506) for services to be performed in the amount of $100,000 for FY2025/26; 8) Common Interest Management Services Cost-Share for Bay-Delta Water Control Plan Amendments (C2021- 0376) for services to be performed in the amount of $76,000 for FY2025/26; 9) Biological Opinion Services and Support (BOSS) (PRC002193) for services to be performed in the amount of $15,000 for FY2025/26; and 10) Authorize the annual payments for each of the agreements listed through FY2025/26.

Contact: Brian Sanders, Program Specialist, (916) 808-1416, [email protected]; Anne Sanger, Government Affairs Manager; (916) 808-1635, [email protected]; Sherill Huun, Interim Director, (916) 808-1455, [email protected]; Department of Utilities Presenter: None
Attachments:
1-Description/Analysis
2-2019-0786 Amended and Restated Joint Exercise of Powers Agreement - RWA 3-2007-0122 Regional Water Efficiency Program - RWA
4-2000-0074A Sacramento Groundwater Authority JPA

File ID: 2025-01235 6/24/2025
5-2013-0773 Joint Defense and Expert CSA - Northern California Water Association (NCWA) 6-2018-0738 Sites Project Authority Joint Exercise of Powers Agreement 7-2016-1224 American River Joint Defense and Expert CSA 8-2016-0506 RiverArc Project Administrative Fees
9-2021-0376 Common Interest Management Services, Bay-Delta Water Control Plan Amendments Cost Share
10-PRC002193 Biological Opinion Services and Support
Description/Analysis
Issue Detail: The Department of Utilities (DOU) is a partnering member of a number of Joint Power Authorities and regional programs focused on regional water management. Annual dues and fees are required to maintain the City of Sacramento’s (City) participation in these programs. The specific Agreement payments are listed here and described more thoroughly in the Background section of this report below.
· Amended and Restated Joint Exercise of Powers Agreement (RWA) (2019-0786) · Regional Water Efficiency Program (RWA) (2007-0122)
· Sacramento Groundwater Authority JPA (2000-0074A)
· Joint Defense and Expert CSA NCWA (2013-0773)
· Sites Project Authority Joint Exercise of Powers Agreement (2018-0738) · American River Joint Defense and Expert CSA (2016-1224) · River Arc Administrative Fees (C2016-0506)
· Common Interest Management Services (CIMS), Bay-Delta Water Control Plan Amendments Cost Share (C2021-0376)
· Biological Opinion Services and Support (BOSS) (PRC002193) Policy Considerations: The City Manager possesses separate authority from the City Council to enter into and make payments for the agreements listed in this report. This report is provided to keep the Council apprised of the agreements and obtain supplemental authority when and if necessary.

Economic Impacts: None.

Environmental Considerations: The annual dues and fees for various Joint Power Authorities and regional partnering programs has been determined to not be considered a “project” under the California Environmental Quality Act (CEQA) Guidelines. The action is a continuing administrative activity, government fiscal activity, and an organizational or administrative activity that will not result in direct or indirect physical changes in the environment [CEQA Guidelines section 15378 (b) (2, 4, and 5)] and is not subject to CEQA [CEQA Guidelines Section 15060(c)(3)].

Sustainability: The approval of these dues is consistent with the 2035 General Plan Policies: U

File ID: 2025-01235 6/24/2025

2.1.1 (Exercise and Protect Water Rights) which requires the City to exercise and protect its water rights and entitlements in perpetuity; U 2.1.2 (Increase water supply sustainability), which requires the City to maintain a surface water/groundwater conjunctive use program, which uses more surface water when it is available and more groundwater when surface water is limited; U 2.1.7 (Water Supply During Emergencies) which requires the City, to the extent feasible, to maintain adequate water supply during emergencies and; U 2.1.9 (New Development) which requires the City to ensure that water supply capacity is in place prior to granting building permits for new development.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: In partnering with other agencies, the City is pooling its staff and financial resources regionally to engage in legislative or regulatory matters that will improve its water supply reliability, maintain its water entitlements, and improve efficiency by reducing costs. Additional rationale is provided in the background section.

Financial Considerations: Sufficient funding exists in the proposed DOU FY2025/26 applicable Operating Budgets and the RiverArc Project (I14510200, Fund 6005). Future payments under the various agreements will be subject to available funding in the applicable budget and fiscal year.

There are no General Funds allocated or planned for this project.

Local Business Enterprise (LBE): Not applicable.

Background Staff requests authorization for the following payment obligations:

RWA Membership Dues - The City joined the RWA Amended and Restated Joint Exercise of Powers Agreement 2019-0786 to serve and represent the regional water supply interests and assist the members of the RWA in protecting and enhancing the reliability, availability, affordability, and quality of water resources. The agreement was restated in 2013.

RWA Water Efficiency Program - The City entered into City contract 2007-0122 in 2007 to provide school education, public outreach and other water conservation Best Management Practices utilizing widespread messaging.

Sacramento Groundwater Authority Membership Dues - The Sacramento Groundwater Authority was established in 1998 to manage the groundwater basin north of the American River.

NCWA Joint Defense and Expert CSA - The Parties are cooperating on efforts to analyze, review, comment on and participate in various quasi- judicial, quasi-legislative, administrative and other regulatory proceedings related to the San Francisco Bay/Sacramento-San Joaquin Delta Estuary ("Bay-Delta"), which are likely to result in regulatory action affecting litigation by, or against, the

File ID: 2025-01235 6/24/2025
Parties.

Sites Project Authority Joint Exercise of Powers Agreement - The Sites Reservoir is an off-stream reservoir that will have the capacity to store up to 1.8 million acre-feet. City agreement 2018-0738 was established to allow the City to participate in part of the governing authority to implement the project. The purpose of the Authority is to establish an independent special agency to serve as a proponent and facilitator; to design the facility and potentially acquire property; and to construct, manage, govern, and operate Sites Reservoir and related facilities. The City and Sacramento County Water Agency (SCWA) have entered into an agreement that allows for participation in the Authority on a rotational basis, with the City and SCWA participating for one-year terms while the agreement is in effect.

American River Joint Defense and Expert CSA - The parties are cooperating on efforts to protect their water rights and water supplies, and to analyze, review, and comment on various proposals that could affect or impair those water rights and supplies. Those proposals include, but are not limited to, the State Water Resources Control Board (SWRCB) development of amendments to the Bay-Delta Water Quality Control Plan (WQCP) and implementation of any such amendments; the Central Valley Project (CVP) Municipal and Industrial Shortage Policy; the development and implementation of biological opinions for Reclamation’s operations of the CVP; the Department of Water Resources’ operation of the State Water Project; and the Water Forum’s Lower American River flow management standard. One or more of these
proposals may result in adversarial quasi-legislative or quasi-judicial administrative proceedings, litigation in state or federal courts or both.

RiverArc Administrative Fees - The City of Sacramento is a partner in the RiverArc project which will reduce the water diversions off the American River. The project will help protect the American River ecosystem and improve water supply reliability for the City of Sacramento as well as the region.

Common Interest Management Services (CIMS), Bay-Delta Water Control Plan Amendments Cost Share - The California SWRCB is in the process of updating the Sacramento San Joaquin Bay Delta Water Quality Control Plan. The City of Sacramento is a partner in a joint effort (CIMS) to create an alternative voluntary agreement which will provide habitat, funding and flows to the rivers that are part of the plan update area.

Biological Opinion Services and Support (BOSS) - The City of Sacramento is a partner in a joint effort (BOSS) to participate in the current development of the Biological Opinion for the Reinitiation of Consultation for the Long-Term Operation of the State Water Project and Central Valley Water Project. The last Biological Opinion for the Long-Term Operation was issued in 2024.

C2019-0786

CITY CLERK'S COPY

REGIONAL WATER AUTHORITY

PROGRAM AGREEMENT
Regional Water Efficiency Program - Category 1
This Agreement is made and entered into as of the Pt* day of ^,l,^/' • , Year Adz ^ by and between the Regional Water Authority ("RWA"), a joint exercise of powers authority formed under California Government Code sections 6500 through 6599.3, and the (1) Members and Contracting, Entities of RWA, and (2) the non-Members of RWA, listed in Exhibit A, Regional Water Efficiency Program Category 1 Business Plan, to this Agreement, upon their execution of this Agreement (who are collectively referred to in this Agreement as "Participants"), to provide for carrying out a project or program that is within the authorized purposes of RWA, and sharing in the cost and benefits by the Participants.

RECITALS
A. RWA is a joint powers authority, formed to serve and represent regional water supply interests and to assist its members in protecting and enhancing the reliability, availability, affordability and quality of water resources.

B. The joint powers agreement ("RWA JPA") pursuant to which RWA was formed and operates authorizes RWA to enter into a "Project or Program Agreement," which is defined in the RWA JPA as an agreement between RWA and two or more of its Members or Contracting Entities to provide for carrying out a project or program that is within the authorized purposes of RWA, and sharing in the cost and benefits by the parties to the Project or Program Agreement.

C. Article 21 of the RWA JPA states: "The Regional Authority's projects are intended to facilitate and coordinate the development, design, construction, rehabilitation, acquisition or financing of water-related facilities (including sharing in the cost of federal, State or local projects) on behalf of Members and/or Contracting Entities. The Regional Authority may undertake the development, design, construction, rehabilitation, acquisition or funding of all or any portion of such projects on behalf of Members and/or Contracting Entities in the manner and to the extent authorized by such Members and/or Contracting Entities as provided in this Agreement, but will not accomplish these functions, nor acquire or own water-related facilities in its own name."
D. Article 22 of the RWA JPA states: "Prior to undertaking a project or program, the Members and/or Contracting Entities who elect to participate in a project or program will enter into a Project or Program Agreement. Thereafter, all assets, benefits and obligations attributable to the project will be assets, benefits and obligations of those Members and/or Contracting Entities that have entered into the Project or Program Agreement. Any debts, liabilities, obligations or indebtedness incurred by the Regional Authority in regard to a particular project or program, including startup costs advanced by the Regional Authority, will be obligations of the participating Members and/or Contracting Entities, and will not be the debts, liabilities, obligations and indebtedness of those Members and/or Contracting Entities who have not executed the Project or Program Agreement."
E. RWA and the Participants desire to carry out a program and share in the costs and benefits of the program, as a Project or Program Agreement as provided for in Articles 21 and 22 of the RWA JPA,
CITY CLERK'S C®Py
CITY
AGREEMENT NO. 2007-u122 1
In consideration of the promises, terms, conditions and covenants contained herein, the parties to this Agreement hereby agree as follows:

1. Recitals Incorporated. The foregoing recitals are hereby incorporated by reference.

2. Defined Terms. Terms defined in the RWA JPA will have the same meaning in this Agreement.

3. Description of the Program. The Regional Water Efficiency Program ("Program") that RWA and the Participants desire to carry out involves a series of tasks described in the Regional Water Authority Water Efficiency Program Category 1 Business Plan (the "Plan"), which is attached as Exhibit A and made a part of this Agreement. The Plan includes the Core Program addressing water efficiency activities. The Plan will be updated on an as needed basis, but not less than once every three years, by the RWEP Committee and submitted for final approval by the RWA Executive Committee. The costs of implementing the Program will be shared by Participants who provide written notice that they will participate in the Category 1 program.

4. RWEP Committee. The Participants hereby form the Regional Water Efficiency Program Committee (RWEPC) consisting of one representative (and alternates) designated by each Participant. The RWEPC will appoint a Chair and Vice-Chair from among its members.

The RWEPC will meet as necessary from time to time to direct the Regional Water Efficiency Manager ("Manager") on the administration and implementation of this Agreement and the Program on behalf of the Participants. The RWEPC will act by majority vote. The RWEPC will have authority over the Plan and implementation and operation of the Program, except that the RWA Executive Committee will have final approval authority over the Program budget and RWEPC requests for increased or changed fees, other than new fees collected as a result of another Member, Contracting Entity or non-member executing this Agreement.

5. Sharing in Program Costs and Benefits. In accordance with the provisions of Articles 21 and 22 of the RWA JPA, any debts, liabilities, obligations or indebtedness incurred by RWA in regard to the Program will be the obligations of the Participants, and will not be the debts, liabilities, obligations and indebtedness of those Members and/or Contracting Entities who have not executed this Agreement. Subject to the provisions of Article 8 of this Agreement, the Participants will pay the costs and fees stated in the Plan. Participants will make one or more payments to RWA in the amount and on the schedule determined by the RWEPC. RWA Members, Contracting Entities or non-members participating in the Program will be deemed to be Participants until such time that an individual Participant withdraws in accordance with the procedure described in Article 10 of this Agreement.

6. Role of RWA. The Executive Director of RWA will (a) ensure that the interests of Members and Contracting Entities of RWA who do not participate in this Program are not adversely affected in performing this Agreement, (b) provide information to the Participants on the status of implementation of the Program, (c) assist the RWEPC in carrying out its activities under this Agreement, and (d) administer any third-party agreements on behalf of RWA and the Participants consistent with the Plan and Program budget, determinations of the RWEPC and Executive Committee, and the provisions of this Agreement.

CITY
AGREEMENT N0. 2 0 0 7- 01 2 2 2

7. RWA Program Fee. In accordance with Article 5 of this Agreement, the Plan will set a fee, approved by the RWA Executive Committee, in an amount sufficient to pay all Program costs, including but not limited to, staff time, materials, advertising costs, consultant fees, and business and legal services. Each Participant will pay its share of the fee to RWA. The RWEPC will determine each Participant's fee share upon approval of the original and all subsequent Program budgets and Plans by the Executive Committee.

8. Authorization to Proceed. Execution of this Agreement by RWA and at least seven Participants constitutes (a) authorization to proceed with the Program, and (b) a commitment on the part of each Participant to make the payments provided for in Article 5 of this Agreement

9. Term. This Agreement will remain in effect until the withdrawal of all Participants or a unanimous vote of the RWEPC to terminate this Agreement. No termination of this Agreement will be effective until all obligations under this Agreement, the Plan, and/or third party agreements created to implement this Agreement remain outstanding.

10. Withdrawal. A Participant may withdraw from this Agreement without requiring termination of this Agreement, effective upon ninety days' notice to RWA and the other Participants, provided that, the withdrawing Participant will remain responsible for any indebtedness incurred by the Participant under this Agreement prior to the effective date of withdrawal, and provided further that, a Participant who enters into this Agreement will be liable for its share of the Program costs for the Fiscal Year that includes the effective date of withdrawal, as provided for in Article 5, irrespective of the date of the Participant's withdrawal.

11. Amendments. This Agreement may be amended by written approval of the parties executing the Agreement, provided that the Plan may be amended from time to time with the majority approval of RWEPAC and RWA Executive Committee.

12. General Provisions. The provisions of Articles 37 through 41, inclusive, of the RWA JPA apply to and are made a part of this Agreement.

CITY
AGREEMENT N®. 2 0 0 7- 01 2 2
3 The foregoing Regional Water Efficiency Program Agreement is hereby agreed to by RWA and the Participants.

Dated: Z/S- , 20QW Dated: 92006
Regional Water Authority Project Participant
Director of Utilities
Title Title
APPROVED TO AS FORM:

ATTEST:

CV^ity Clerk
J- -q `-0-7
fV
tV
City of Sacramento
Name of Water Supplier
CITY 2007-0122 AGREEMENT N
4 Exhibit A

REGIONAL WATER AUTHORITY
Regional Water Efficiency Program
Category 1 Business Plan
CITY
AGREEMENT NO. - ^ ^ 2 L
s

EXHIBIT A
Regional Water Authority Water Efficiency Program
FY2007 Category 1 Business Plan
Introduction
The Regional Water Authority (RWA) is a joint powers authority that serves and represents the interests of 22 water related entities in El Dorado, Placer, Sacramento and Yolo counties. The RWA Water Efficiency Program (WEP) provides products and services to water interests so that they may meet the implementation requirements of the Water Forum Agreement Best Management Practices for Urban Water Conservation.

The Water Efficiency Program consists of the following two categories:
n Category 1 is the basic subscription program providing region-wide water efficiency activities such as school education, public outreach and other water conservation Best Management Practices (BMPs) utilizing widespread marketing to the benefit of many water suppliers. A comprehensive list of Regional Water Authority, Water Efficiency Program activities relative to the Water Forum Water Conservation Plan elements is provided in Attachment A.
n Category 2 are specifically designed subscription programs offering additional water efficiency services, beyond Category 1 services, to a subset of willing members.

Participation in Category 1 and / or Category 2 Programs is voluntary; however nonRWA members pay a surcharge to participate in these programs.

Participating water purveyors fund the WEP activities through fees that support both direct and labor expenses to support to the Category 1 Program. Supplementary funding is sometimes provided by grants from the U.S. Bureau of Reclamation, California Department of Water Resources, Sacramento Regional County Sanitation District, Sacramento Municipal Utility District, Pacific Gas & Electric Company and/or other sources as available.

Goals
The strength of a regional program is based on the benefits of leveraging resources (communications, financial, technical, and staff) of all purveyors to reach customers with repeated and consistent marketing messages and incentives that will motivate the customers to participate in BMP services.

The Water Efficiency Program provides products and services that:
• Assist water suppliers to meet BMPs of Water Forum, U.S. Bureau of Reclamation CVPIA and Department of Water Resources (DWR) Urban Water Management Plan commitments.

CITY
Last Revised 4-10-06 AGREEMENT N(a.._^. 2 0 0 7 - 0 12 2 • Provide liaison with WFSE compliance coordination and potential BMP updates. • Attract residential, business and government customers to accept BMP services. • Improve awareness of the need for Water Use Efficiency in the region. • Prepare for potential CALFED Certification.
• Provide specialized Category 2 services on a "pay for service" basis.

Approach
• Provide services to voluntary participants with oversight via a program committee (RWEPC)
• Market services to customers on behalf of water purveyors and direct customers to services
• Manage BMP implementation projects to directly assist with cost effectively meeting purveyor commitments
• Coordinate water supplier efforts
• Train local agency staff
• Leverage resources with energy and wastewater providers to:
o Reduce energy demand produced by water use
o Reduce wastewater hydraulic load
o Gain assistance and cost share partners
o Obtain technical and other resources
Satisfying BMPs
Satisfying the Water Forum BMP requirements are the responsibility of the signatory water purveyors. RWA assists water purveyors in meeting many aspects of these requirements.

Water purveyors and RWA, working cooperatively, can provide specific services and products such as, on-call landscape auditors, on-call Commercial, Institutional Industrial (CIT) auditors, school programs, and outreach publications, cost effective pro-bono and paid advertising.

Some BMP elements require identification of customers with specific characteristics: such as residential, landscape, commercial, metered or unmetered. This information is the domain of the water purveyors and requires water purveyor assistance to identify customers associated with the BMPs.

The Water Forum Successor Effort informs RWA that each water supplier has numeric targets for the following BMPs:

BMP
BMP 1 - Water Audits
BMP 2 - Plumbing Retrofits
BMP 5 - Large Landscape Audits
BMP 9- Commercial and Industrial Audits
BMP 16 - Toilet Replacement
Combined Tar2et
9,100
39,350
533
485
11,800
Last Revised 4-10-06
CITY
AGREEMENT NG= _2007-01 22
The RWA Water Efficiency Program specifically targets BMPs 5, 9, and 16 to assist water purveyors. Due to the magnitude and associated cost of reaching the target numbers, a combination of Category 1 and Category 2 services are provided for these BMPs. A summary of services by BMP is provided in Attachment B as a comparison of RWA to Water Supplier responsibilities to meeting BMP commitments.

Other BMP do not have numeric targets. They are:

BMP 3 - Leak Detection and Repair
BMP 4 - Meter Retrofit
BMP 6- Landscapes for New Developments and Existing Commercial BMP 7 - Public Outreach
BMP 8 - School Education
BMP 11 - Conservation Pricing for Metered Accounts
BMP 12 - Landscape for Single Family Homes
BMP 13 - Waste Water Prohibition
BMP 14 - Water Conservation Coordinator
The RWA Water Efficiency Program completely satisfies the requirements of BMP 7 and BMP

8. RWA assists with BMP 5, 9 and 16 in support of water purveyors activities.

BMP 4 "Meter Retrofit", BMP 11 "Conservation Pricing for Metered Accounts", BMP 14 "Water Conservation Coordinator" and "Citizen Involvement Program" have been outside the domain of RWA as these BMPs are specific to individual purveyors.. BMP 2 "Plumbing Retrofit of Residential Accounts," and BMP 3 "Distribution System Water Audits, Leak Detection and Repair" are also within the domain of water purveyors and not perceived as cost effective to implement on a regional scale.

Table 1 below summarizes the Water Efficiency Program's proposed services with a comparison to the approved FY 2006 budget and the level of effort by RWA to implement the WEP on behalf of local water purveyors with the associated BMPs.

Program Management Support
With the retirement of the previous Water Efficiency Program Manager, an interim contract manager was been put into place. The FY2007 budget plans for the continuation of this arrangement until a multi-year funding plan is put into place to provide sustainable funding support for a staff position. In addition, a portion of RWA office staff support the Water Efficiency Program is included within program management fees. Professional services may be provided by RWA legal counsel, accountant, and other contractors on a project specific or as needed basis.

CITY
Last Revised 4-10-06 AGREEMENT NO. on n7 _ 0 12 2
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AGREEMENT N®. 2 0 0 7 - 01 2 2

ATTACHMENT A
FISCAL POLICIES, FEE STRUCTURE FOR FY2007
CITY
Last Revised 4-10-06 200`7-0122 AGREEMENT NO.

RWA Fiscal Policy related to Category 1 Program and Category 2 Project Fees Adopted on June 25, 2003
RWA members and Contracting Entities of RWA participating in the Category 1 program will pay the amount shown in column entitled "Proposed FY2007 Category 1 Fees" of in the Table A-1 below in "FY2007 Proposed RWA Water Efficiency Category 1 Fees." This amount includes the Participant's share of the direct expenses and program management fees specified in Article 7 of the Category 1 Agreement.

RWA Members participating in the Category 2 programs and who also participate in the Category 1 program will pay:
a. the amount shown in the column entitled "Proposed Category 1 Fees" of shown below in Table A-1 "Proposed RWA Water Efficiency Category 1 Fees;" and
b. a share of the additional costs of Category 2 program activities as determined by RWA in consultation with the Category 2 Participants. c. RWA Members participating in the Category 2 programs but not participating in the Category 1 program will pay two fees:

1. a share of the additional costs of Category 2 program activities as determined by RWA in consultation with
the Category 2 Participants; and

2. plus twenty percent of the fee charged in Section 5a ii 1 of the Category 1 agreement.
d. Non-RWA Members and Non-Contracting Entities of RWA
a. Non-RWA Members and Non-Contracting Entities of RWA
participating in the Category 1 program will pay two amounts:

1. The amount shown in the column entitled "Proposed
Category 1 Fees" of Table A-1 "Proposed RWA Water
Efficiency Category 1 Fees. This amount includes the
participant's share of the program management fee
provided for in Article 7 of this Agreement.

2. The amount shown in the column entitled "Surcharge
for Non-RWA Members @ 20 Percent of Category 1
Fees" of Table A-1 "Proposed Category 1 Fees" of
Table A-1 "Proposed RWA Water Efficiency Category
1 Fees "
b. Non-RWA Members and Non-Contracting Entities of RWA
participating in the Category 2 program and who also
participate in the Category 1 program will pay:

Last Revised 4-10-06 CITY
AGREEMENT N®. 2 0 0 7- 012 2

1. The amount shown in the column entitled "Proposed
Category 1 Fees" of Table A-1 "Proposed RWA Water
Efficiency Category 1 Fees."

2. The amount shown in the column entitled "Surcharge
for Non-RWA Members" of Table A-1 "Proposed
RWA Water Efficiency Category 1 Fees" and

3. a share of the additional costs of Category 2 program activities as determined by RWA in consultation with
the Category 2 Participants.
c. Non-RWA Members and Non-Contracting Entities of RWA
participating in the Category 2 program but not participating in the Category 1 program will pay three fees:

1. a share of the additional costs of Category 2 program activities as determined by RWA in consultation with
the Category 2 Participants;

2. the amount shown in the column entitled "Surcharge for Non-RWA Members @ 20 Percent of Category 1 Fees"
of Table A-1 "Proposed RWA Water Efficiency
Category 1 Fees."

3. plus twenty percent of the fee charged in Section 5a ii 1, above.

Participants will make one or more payments to RWA in the amount and on the schedule determined by the Advisory Committee.

CITY
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Regional Water Efficiency Program Advisory Committee
Delegate
Agency name:

Person authorized to represent agency:

Telephone:

Fax:

Email:

Mailing address:

Alternative representative:

Telephone:

Fax:

Email:

Mailing address:

Designating Official:

Date:

CITY
AGREEMENT NO. 2 0 0 7- 2 2
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
Other:
(Signature) (Date)

SACAMENTO CONTRACT
Office of the Cpty 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): Supplement/Addendum #:

Assessor's Parcel Number(s):

Contract Effective Date: 06/19/2024 Contract Expiration Date (if applicable):
$ Amount (Not to Exceed): $1,000,000.00 Adjusted $ Amount (+/-):

Other Party: SCWA and PCWA
Project Title: Memorandum of Agreement for Planning and Early Design of the Riverarc Project Project #: NA Bid/RFQ/RFP #: NA
City Council Approval: YES
Contract Processing Contacts
Department: Utilities
Contract Coordinator: Jacqueline Martinez
Project Manager: Michelle Carrey
Email: [email protected]
if YES, Council File ID#: 2024-00802
Department Review and Routing
Construction Mgmt: Jun 20, 2024
Supervisor:
(Signature) (Date)
Jun 20, 2024
(Signature) (Date)
Division Manager: Jun 21, 2024
Director of Utilities:

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 WRIT r THIS LINE )2024-0914 (i"
CC Rev. 12.19.2018
Contract #2024-0914

AMENDED AND RESTATED

MEMORANDUM OF AGREEMENT FOR

PLANNING AND EARLY DESIGN OF THE RIVERARC PROJECT

RECITALS
A. In 2016, the City of Roseville, the City of Sacramento, the Sacramento County Water Agency (SCWA), California American Water (CalAm), the Rio Linda/Elverta Community Water District and Placer County Water Agency (PCWA) entered into the "Memorandum of Agreement for Planning of the RiverArc Project".

B. Between 2019 and 2023 Rio Linda/Elverta Community Water District, the City of Roseville, and CalAm withdrew from the Memorandum of Agreement for Planning of the RiverArc Project.

C. The remaining parties to the Memorandum of Agreement for Planning of the RiverArc Project - specifically, the City of Sacramento, SCWA and PCWA (Parties) now desire to amend and restate the Memorandum of Agreement for Planning of the RiverArc Project to describe the current agreement terms amongst the remaining parties.

D. 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.

E. The primary purposes of the RiverArc Project ("Project") are: (1) to divert water through existing, or potentially upgraded, intake(s) from the Sacramento River to offset water 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; (2) alleviate pressure on the lower American River ecosystem; and (3) 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 California.

F. Through this amendment to the Memorandum of Agreement for Planning of the RiverArc Project, the Parties now intend: (1) to coordinate their efforts in Planning and Early Design (as defined below) of the Project; (2) to memorialize the Parties' express understanding relating to such Planning and Early Design efforts; and (3) to allocate costs to be expended in administering 1374312 10 80-001 - 1 -
the Project's Planning and Early Design.

NOW THEREFORE, in consideration of the mutual obligations set forth herein, the Parties hereby agree as follows:

AGREEMENT

1. Incorporation of Recitals. The foregoing recitals are hereby incorporated by reference.

2. Title. The title of the agreement between the Parties is hereby changed from "Memorandum of Agreement for Planning of the RiverArc Project" to "Amended and Restated Memorandum of Agreement for Planning and Early Design of the RiverArc Project" ("Agreement"), as is reflected by the title of this document. This Amended and Restated Memorandum of Agreement for Planning and Early Design of the RiverArc Project replaces the Memorandum of Agreement for Planning of the RiverArc Project in its entirety.

3. Definitions. When used in this Agreement, the following terms shall have the meanings set forth below:
a. "Administering Agency" means a Party, 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 and Early Design 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, including those from grant funding agreements, for use in the Planning and/or Early Design 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 1374312.10 80-001 - 2 -
take actions under this Agreement to the extent permitted, until such time as the governing body of such Party notifies the Administering Agency and the other Parties, as provided in Section 17 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.
h. "Early Design" means development of design criteria, drawings, and technical studies, including water rights, contract rights, and right-of-way analyses, to comply with California Environmental Quality Act (CEQA)/ National Environmental Protection Act (NEPA) and prepare for Project implementation (i.e. final design, construction procurement, and purchase of necessary easements and real property).

4. Purpose of this Agreement. The purpose of this Agreement is to memorialize the Parties' coordinated efforts in Project Planning and Early Design and to allocate Funds and Administrative Expenses to be expended in administering the Project's Planning and Early Design. Nothing in this Agreement grants the Administering Agency or the Parties any power or 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 and Early Design activities only. The Parties anticipate that any future development or implementation of the Project would be governed by future agreement(s), and approval of any such agreements will be subject to compliance with the CEQA and all other applicable environmental laws or regulations.

5. Actions of the Representatives of the Parties. Once this Agreement is approved by the governing 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 3.d, 7, 8, and 17 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 18, 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.

6. Appointment and Actions of the Administering Agency. The Parties 1374312 10 80-001 - 3 -
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 7.d of this Agreement:
a. To undertake or arrange for approved Planning and Early Design activities in accordance with the provisions of this Agreement; b. To apply for, receive, authorize, and disburse Funds for use in Project Planning and Early Design activities, or for other activities authorized by this Agreement, including those awarded through grant funding agreements;
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; d. To adopt administrative rules and regulations, and operating rules and regulations for Planning and Early Design of the Project to the extent consistent with any administrative procedures adopted by the Parties pursuant to Section 7.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 California, 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.

7. Actions Requirinq Approval by All Parties. The following actions will not be effective unless approved by all of the Parties:
1374312 10 80-001 - 4 -
a. Amendment of Agreement. Except pursuant to withdrawal of a Party in accordance with Section 17, this Agreement may be amended only in writing upon approval by all of the Parties and their respective governing bodies. b. Addition of Parties. New Parties must be approved in writing by all Parties and memorialized through an amendment to this Agreement. c. Adoption of Budget. The adoption of the annual Budget requires written approval by all of the Parties.
d. Administrative Procedures. Upon approval by all of the Parties, the Parties may create and adopt administrative 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 if required. 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. Subject to the foregoing, this Agreement will inure to the benefit of, and be binding on, the successors and assigns of the Parties hereto. PCWA, Sacramento, and SCWA are in the process of forming a Joint Powers Authority (JPA) for the purpose of jointly carrying out the responsibilities and requirements of this Agreement. Assignment of this Agreement to that JPA is contemplated by all Parties at the time of execution of this Agreement. After formation of the JPA, the Administrating Agency may request, in writing, that the Parties approve assignment of this Agreement to that JPA.

8. 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 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. 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. With the exception of the agreed-upon cost sharing or in Iieu contributions approved by all Parties and with the exception of staff time and resources of the Administrative Agency as set forth in Section 3.b, any internal, in- house, 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. Historical fiscal 1374312.10 80-001 -5-
contributions from current and previous Parties are memorialized in Exhibit A.

9. 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 Agreement 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.

10. Funding Agreements. With the consent of the Parties, the Administering Agency may enter into funding agreement(s) with state, federal, or other entities on behalf of the Parties, including those agreements that provide funds on a reimbursement claim basis. However, the liability for entering into said agreements will be shared amongst all Parties and not be the sole responsibility of the Administrating Agency. As agreed to by all Parties, the Administering Agency has entered into the following funding agreements:
a. Wildlife Conservation Board ("WCB") Streamflow
Enhancement Grant Program. As the Administrating Agency, PCWA, executed funding agreement number WC-2376AH for the Streamflow Enhancement Grant Program on August 30, 2023.

The Parties at the time of execution contributed to a total of $1,175,000 in local cost share match to WC-2376AH, as
detailed in Exhibit A.

The Parties acknowledge that the WCB will pay
reimbursement claims on a quarterly basis throughout the term of the grant award.

In order to maintain a positive cash flow to complete the scope of work under WC-2376AH, Sacramento and PCWA
each contributed an additional "advance" of $1,000,000 to the depository of Funds (see Section 9) to cover
expenditures until reimbursement claims are received. These advanced funds are in addition to the local cost share match, it is anticipated that these funds will be fully returned to Sacramento and PCWA through reimbursement via the WCB
grant.

If WCB does not provide all awarded funds or if the cost of the agreed-to scope of work under WC-2376AH exceeds the awarded funds, Sacramento and PCWA will equally share
the additional cost burden.
1374312.10 80-001 - 6 -

11. 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 adopted Budget and this Agreement, in accordance with the provisions of Government Code section 6505. If approved by the majority of 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.

12. Privileqes 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.

13. 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.

14. 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.

15. Term. This Agreement will remain in full force and effect until terminated in writing by a majority vote of the Parties.

16. Disposition of Property Upon Termination. Upon termination of this Agreement, any surplus Funds, if any, on hand will be returned 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.

17. 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. If any surplus Funds remain at the end of the Fiscal Year in which the withdrawing Party withdrew and which 1374312 10 80-001 - 7 -
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 contribution made by the withdrawing Party.

18. 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. AII 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 governing boards concerning or related to this Agreement or the Project.

19. 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.

20. Counterparts of this Agreement. 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.

21. 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.

22. 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.

23. Complete Agreement. This Agreement constitutes the sole, final, complete, exclusive and integrated expression and statement of the terms of this Agreement among the Parties concerning 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.
1374312.10 80-001 - 8 -

24. Waiver. The waiver at any time by a Party of its rights with respect to a default or other matter arising in connection with this Agreement will not be deemed a waiver with respect to any other default or matter.

25. California Law. This Agreement 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.

26. Severability. 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.

27. 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.
[SIGNATURE PAGES TO FOLLOW]
1374312.10 80-001 - 9 -
CITY OF SACRAMENTO:
)
By: (
Assistant City Manager
For: Howard Chan, City Manager
Approved as to Form:

Vok14
City Attorney
Attest:

City Clerk
1374312.10 80-001 - 10

EXHIBIT A - HISTORICAL FISCAL CONTRIBUTIONS SUMMARY
1374312.10 80-001 - 11

EXHIBIT A

HISTORICAL FISCAL CONTRIBUTIONS SUMMARY
Fiscal Year
2016/17 to 2023/24 Additional WCB Grant
RiverArc Project Party1 Contributionsz•3 Cost Share Match Total4•5 Placer County Water Agency (PCWA) $ 712,500.00 $ 200,000.00 $ 912,500.00 City of Sacramento (Sacramento) $ 712,500.00 $ 200,000.00 $ 912,500.00 Sacramento County Water Agency (SCWA) $ 712,500.00 $ 712,500.00 California American Water (CalAm) $ 654,199.10 $ 75,000.00 $ 729,199.10 City of Roseville $ 88,223.00 - $ 88,223.00
Rio Linda/Elverta Community Water District $ 86,012.00 - $ 86,012.00 TOTAL CONTRIBUTIONS $ 2,965,934.10 $ 475,000.00 $ 3,440,934.10 Notes:

1. Reflects all current and previous Parties per Memorandurn of Agreement (MOA) Amendments 1, 2, and 3.

2. Amounts shown are reflective of any surplus funds that were returned to the withdrawing Party at the time of withdrawal.

3. Amounts shown are reflective of Parties' (PCWA, Sacramento, SCWA, and CalAm) equal share of partnership contributions totaling, $700,000, to the Wildlife Conservation Board's (WCB) Streamflow Enhancement Grant Program local cost share requirement.

4. Amounts are not reflective of "Administrative Expenses" incurred by the Administering Agency under the terms of Section 3.b of the MOA, which includes but are not limited to, expenses incurred in utilizing staff time and resources of the Administering Agency.

5. Amounts are not reflective of any internal, in- house, or administrative costs or expenses incurred by any Party related to that Party's obligations under Section 7 and 8 of the MOA. Those costs or expenses are the sole responsibility of that Party. (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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