COOPERATIVE AGREEMENT FOR THE TRANSFER OF RAW AND PARTIALLY TREATED WELL WATER BETWEEN SONOMA COUNTY WATER AGENCY AND THE CITY OF SANTA ROSA This Agreement is by and between the Sonoma County Water Agency, a body corporate and politic organized under the law of the State of California (hereinafter “Sonoma Water”), and the City of Santa Rosa (hereinafter “City”). Sonoma Water and City may each be referred to as “Party” or collectively as “Parties”. The effective date of this Agreement is the date the Agreement is last signed by the Parties.
RECITALS
WHEREAS, County of Sonoma water supplies are threatened due to extreme droughts, rapid moving wildfires, and earthquakes; and WHEREAS, utilizing groundwater during a shortage of surface water availability can increase the resiliency of the water supply for the region; and WHEREAS, the City owns and operates a Recycled Water system that has a transmission pipeline near three production wells that are owned and operated by Sonoma Water; and WHEREAS, the startup and regular maintenance activities to supply potable water from the three production wells into Sonoma Water’s potable water transmission system will require Sonoma Water to dispose of purge water produced when starting a well, backflushing filters, and flushing the chlorine contact system; and WHEREAS, there are no available sewer systems in the vicinity of the three production wells; and WHEREAS, Sonoma Water is willing to obtain any necessary easements and fund, construct, and maintain systems that will connect its existing three production wells, and future groundwater wells, to the City’s Recycled Water System; and WHEREAS, an appropriate air-gap to protect the three production wells from contamination by the City’s Recycled Water System will be implemented; and WHEREAS, the transfer of water from the three wells, or other parts of the wells’ infrastructure, into the City’s Recycled Water System transmission pipeline will occur at a rate and period as approved by the California State Water Resources Control Board Division of Drinking Water (“DDW”), but shall be no more than 2,000 gallons per minute (“gpm”) per connection, at a pressure less than or equal to 20 pounds per square inch (“psi”), for a total volume of approximately 6,000,000 gallons or less per 24 hour period, consistent with the City’s constraints at the time of transfer; and WHEREAS, Sonoma Water will provide and maintain chlorine analysis prior to discharge of water into the City’s Recycled Water System as directed by the City or any regulatory agency.
NOW, THEREFORE, in recognition of the above recitals, the City and Sonoma Water agree as follows:
AGREEMENT
The Recitals set forth above are incorporated into and are made a part of this Agreement.
DEFINITIONS
“Sonoma Water” means the Sonoma County Water Agency.
“City” means the City of Santa Rosa.
“City’s Recycled Water System” means the regional Recycled Water system operated by the City of Santa Rosa, including the transmission facilities that convey Recycled Water to agricultural lands. “Project” means installation and connection of transfer piping and all appurtenances to the City’s Recycled Water System transmission line as more described in Section 4.A below. “Recycled Water” means wastewater that has been treated to tertiary standards as set forth in Title 22, Division 4, Chapter 3 of the California Code of Regulations, as may be amended from time to time.
TERM
This Agreement shall be in effect for an initial term of five (5) years effective upon the date of execution by both Parties and shall automatically renew for subsequent one-year periods, unless terminated sooner pursuant to Paragraph 10 below.
SONOMA WATER RESPONSIBILITIES
Sonoma Water shall undertake the following:
Project Design, Construction, and Maintenance.
Sonoma Water will construct and maintain the Project at Sonoma Water’s sole cost and expense. This shall include the following:
Obtaining any necessary property easements for the portion of the Project not on Sonoma Water or City property; and Execution of any necessary access agreements to obtain access to City property required for construction of the Project; and Ensure that design of all Project plans are approved by the City prior to construction; and Installation of all treatment appurtenances, and other treatment, as required by the City and regulatory agencies.
Completion of all connections to the City’s Recycled Water System in accordance with specifications approved by the City; and Completion of a pressure gage at the Sonoma Water side of the intertie; and Completion of a meter to measure flows from the Sonoma Water well treatment system into the City’s Recycled Water System; and Completion of additional thrust blocks or plates to protect the City’s transmission main at the point of connection; and Completion of a “hot-tap” (i.e. connecting to the pipe while operating and under pressure) into the City’s Recycled Water System.
Sonoma Water will install flow regulating and metering equipment above ground in the vicinity of the connection to the City’s Recycled Water System transmission line.
Sonoma Water will provide the City with map coordinates and GIS shapefiles identifying and depicting the as-built locations of the Project facilities on all affected parcels.
Sonoma Water will repair any leaks that may be the result of its hot tap into the City’s Recycled Water System transmission line.
Sonoma Water will perform all routine and required maintenance to ensure that the Project facilities and the City’s Recycled Water System into which the Project facilities connect continue in good and sound operating condition. Operations Maintain pressure such that pressure in the City’s system does not exceed 20 psi.
Provide the City with a 72-hour notice prior to discharging into the City’s Recycled Water System.
CITY RESPONSIBILITIES
City will promptly review all plans submitted and provide any required information regarding the City’s Recycled Water System or specifications for connections upon request.
Subject to the City’s operational control, City will accept transfers of well purge water that meets applicable water quality standards, as such standards are defined in Paragraph 9, into its Recycled Water System for approved uses deemed appropriate by the City with no compensation to Sonoma Water.
If the City’s Recycled Water System is not in an operational state such that City cannot receive transfers of the well purge water, or as other circumstances may require, City may deny transfer of the well purge water into its Recycled Water System, in which case Sonoma Water may deliver the well purge water by truck or other delivery mechanism to the City’s Laguna Treatment Plant.
NOTICE
All notices, submittals, or communications required to be served on any Party shall be made in writing and may be provided by personal delivery or by mail, with first-class postage affixed thereto. Email transmission may be undertaken with prior approval of the recipient. Notices sent by mail shall be addressed as follows:
Sonoma Water: Attention: Emma Walton, Operations Manager Sonoma Water
404 Aviation Blvd
Santa Rosa, CA 95403
Email: [email protected]
City: Attention: Mike Prinz
Deputy Director of Regional Water Reuse Operations
4300 Llano Road
Santa Rosa, CA 95407
and when so addressed, notices provided by mail shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph.
Notices that Sonoma Water should cease deliveries of well water may be made by telephone to the Sonoma Water twenty-four (24) hour contact person, designated in Paragraph 8.
MUTUAL INDEMNIFICATION
Each Party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, losses, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying Party. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying Party under workers’ compensation acts, disability benefit acts, or other employee benefit acts. 24 HOUR CONTACT INFORMATION
Each Party agrees to provide the other Party with a contact available twenty-four (24) hours, as follows:
SONOMA WATER: Operations Desk (707) 523-1070
CITY: 24 -Hour Operator (707) 543-3805
VERIFICATION OF WATER QUALITY
All water transferred into the City’s Recycled Water System shall meet the water quality standards prescribed by the Regional Water Quality Control Board for the proposed use or disposal method and shall comply with the requirements identified by DDW’s response to the City’s Title 22 Engineering Report approved by DDW. Sonoma Water shall be responsible for verifying the quality of the water transferred and perform all sampling, analysis, testing, and monitoring. Applicable water quality data will be provided to the City upon request. This requirement for meeting water quality standards shall include an obligation to meet any changes in the applicable regulations or any new standards imposed by the Regional Water Quality Control Board or State Water Resources Control Board. Conditions in this agreement will need to change as the regulations change.
TERMINATION
City shall have the right at any time to temporarily suspend performance of this Agreement, in whole or in part, by giving a written notice of suspension to Sonoma Water. If City gives such notice of suspension, Sonoma Water shall immediately suspend its activities under this Agreement, as specified in such notice.
At any time and without cause, Sonoma Water or City has the right, in its sole discretion, to terminate this Agreement by giving one hundred eighty (180) calendar days written notice. Upon termination, Sonoma Water will cease activities pursuant to this Agreement and will remove all connections to the City’s Recycled Water system at its sole cost and expense. If Sonoma Water fails to remove the connection, City may seek reimbursement from Sonoma Water for the costs of removal.
ASSIGNMENT
Neither Party may assign or subcontract any right or obligation under this Agreement without the written consent of the other. Any attempted or purported subcontract or assignment without written consent of the other Party shall be void and of no effect.
CHANGES TO THE AGREEMENT
Changes to the Agreement may be authorized by written amendments to this Agreement, or by separate written agreements, signed by Sonoma Water’s General Manager and the City’s Water Department Director. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both Parties.
WAIVER
The waiver of any breach of any of the provisions of this Agreement by either Party shall not be construed as a waiver of any other provision of this Agreement nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
AUTHORITY
Each Party represents and warrants that it has the power and authority to consummate the transactions contemplated in this Agreement and represents that the signatory below is authorized to sign and bind the Party.
MEDIATION OF DISPUTES
If a dispute arises out of or relates to this Agreement, or an alleged breach of it, and if the dispute cannot be settled through negotiation, Sonoma Water and City agreeto try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, with the following exception to those Rules:
1. The mediation shall be conducted in Santa Rosa, California.
2. Unless otherwise agreed in writing by all Parties participating in the mediation, the mediation shall be concluded no later than ninety (90) days after initiation of the mediation.
3. Not later than thirty (30) calendar days after initiation of mediation, the Parties shall exchange all relevant non-privileged documents.
4. Any mediation proceeding shall be confidential and shall not be admissible in a subsequent proceeding. If any Party commences a court action based on a dispute or claim to which this section applies without first attempting to resolve the matter through mediation, then the other Party may apply to such judge for an order staying the court action pending mediation.
COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement and future documents relating thereto may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one Agreement. Counterparts and/or signatures delivered by facsimile, pdf, or City-approved electronic means have the same force and effect as the use of a manual signature. The Parties agree that electronic signatures, by their respective signatories are intended to authenticate such signatures and to give rise to a valid, enforceable, and fully effective Agreement.
IN WITNESS WHEREOF, Sonoma Water and City have executed this Agreement as set forth below.
SONOMA WATER:
Executed by Sonoma Water this ________ day of ________________________, 20___, pursuant to authority granted by Agenda Item No. 17 dated April, 30, 2019:
By: Date:_______________ Grant Davis, General Manager
Approved as to Form:
By: Date:_______________ Deputy County Counsel
City of Santa Rosa:
By: __________________________________ Date:_______________ Daniel Galvin, Chair of Board of Public Utilities
Approved as to Form:
By: Date:_______________ Assistant City Attorney