DRAFT Ma y 2, 2025
Amended and Restated W ater Suppl y A greement
by and between
The Ma rin Municipa l Wa te r Dis trict
and
The Sonoma County Water Agency
Attachment 2
DR AF T, June 4, 2025 -- Page 1
Amended and Restated Water Supply Agreement
by and between
The Ma rin Municipa l Wa te r Dis trict
and
The Sonoma County Water Agency
This Amended and Restated W ater Suppl y A gr eement ( “ A gr eement ” ) i s made by and between the M ar i n M uni ci pal W ater Di str i ct ( “ M M W D” ) and the Sonoma County Water Agency (“ Sonoma Water ”) (each ref erred to i ndividually as “ Par ty” and col l ecti vel y as “ Par ti es” ) and is ef fective as of ____________, 2025
S e ction 1: Re cita ls .
A) Sonoma Water was formed and operates pursuant to A ppendix 53 of the California Water Code, which authorizes Sonoma W ater to enter into contracts to provide a f irm supply of water within or outside of Sonoma W ater’ s jurisdictional boundaries to any muni cipal corporation or agency (Water Code Appendix 53- 9).
B) MMWD wa s formed and operates pursuant to the M unicipal Water District Act of 1911, which authorizes M M WD to acquire and distribute water for the benef i ci al use of i ts r esi dents ( Cal . W ater Code § 71610).
C) Sonoma Water entered into contracts with the United States Government to secure the construction of Coyote V alley Dam on the east fork of the Russian River and Warm Springs Dam on Dry Creek (hereafter “ Russian Rive r Proje ct”).
D) The Coyote V alley Proj ect was authorized by the Flood Control Act of 1950 (Pub. L . No. 81- 516) and was completed by the U. S. Army Corps of Engineers in 1958. This component of the Russian River Proj ect includes the impoundment of Lake M endocino, which ha s a capacity of 122,500 acr e f eet of whi ch between 64,800 acr e f eet and 111,000 acre f eet, depending on the time of year , is allocated to storage for water suppl y .
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E) In 1955, Sonoma Water (the n called the “ Sonoma County Flood Control and Water Conservation District” ) sold general obligation bonds to raise $5,650,000, which it paid to the United S tates for the reimbursable costs of the wat er-stor age el ement of t he Coy ote V al l ey Pr oj ect. Parts of the property taxes paid since 1955 by taxpayers within Sonoma County have been used to make payments on these bond obligations and to f ulfill other obligations to the United States Government f or the Russian River Project .
F) The Warm Springs Dam Project was authorized by the Flood Control Act of 1962 (Pub. L. No. 87- 874) and was compl eted by the U.S. Army Corps of Engineers in 1984. This component of the Russian River Project includes the impoundment of Lake Sonoma, which has a capaci ty of 381,000 acre feet, of which 2 45,000 acre f eet is allocated to storage for water supply .
G) Sonoma Water contr acted wi th the Uni ted St ates to make annual payments to the U.S. f or portions of the construction, operation, mai ntenance, maj or -r epl acement and maj or -rehabilitation costs of the Warm Springs Dam Project. Parts of the property taxes paid since 1971, including future taxes to be paid, by taxpayers within Sonoma County have been paid into a sinking f und that was established to fund Sonoma W ater’ s payment obligations , and to fulfill other obligations, to the United States Government for the Rus s ia n Rive r P roje ct.
H) In October 1974, Sonoma W ater entered into a contract with the cities of Cotati, Petal uma, Rohnert Park, Santa Rosa and Sonoma, the Forestville County Water District, the V alley of the M oon Water District, and the North M ar i n W ater Di str i ct enti tl ed “ A gr eement f or W ater Suppl y and Con struction of Russian River -Cotati Intertie Project”, which was last amended June 23, 2006 (hereafter the “ Restructured A greement f or Water Supply” ).
I) The Restructured A greement f or Water Suppl y authorizes the use of cer tai n wat er tr ansmi ssi on f aci l i ti es ( her ei naf t er “ T r ansmi ssi on System” ) for the purpose of Sonoma W ater de live ring water to M M WD, under prescribed terms and conditions, water which is available i n the Russian
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Rive r and the Santa Rosa Plai n groundwater wells.
J) On July 3, 1975, Sonoma W ater and M M WD entered into an agreement entitled “ Of fpeak Water Supply Agreement” , which provides f or Sonoma W ater to deliver up to 4,300 acre feet of water per fis ca l year , subject to specified terms and conditions, which Of fpeak Water Supply Agreement was amended on A ugust 28, 1984, on M ay 3, 1988, and on January 25, 1995. On October 22, 1991, Sonoma Water and M M WD entered i nto an agreement entitled the “ Agreement for S al e of W ater betw een the Sonoma County Water Agency and the M a rin Municipa l Wa te r Dis trict” for the delivery of up to 10,000 acre f eet of water per fis ca l ye a r from Sonoma W ater to M M WD, under prescribed terms and conditi ons. On January 25, 1996, Sonoma Water and M M W D ent er ed i nto a “ Suppl ement al W ater Supply A greement” , which amended and incorporated the “ Third Of fpeak W ater Suppl y A gr eement” as Exhibit A thereto and the “ Amended Agreement f or Sale of Water between the Sonoma County Water Agency a nd the Ma rin Municipa l Wa te r Dis trict” as Exhibit B thereto, which Su ppl emental Water Supply Agreement was renewed and extended pursuant to the “ Renewal of the Third Amended Of f peak Water Supply A gr eement and the A mended A gr eement f or t he Sal e of W ater betw een the Sonoma County Water Agency and M arin M unicipal Water District” ef fective July 1, 2015 through June 30, 2025 (hereinaf ter the “ 2015 Renewal A gr eement” ).
K) Pursuant to the Restructured Agreement for Water Supply and the Of f Peak Wat er Suppl y A gr eement, the Nor th M ar i n W ater Di str i ct and M M W D, r especti vel y , have pai d Sonoma W at er a Rus s ia n Rive r Conservation Charge , the proceeds of which have been paid into the sinking f und established to fund Sonoma Water’ s obligati ons to the United States f or t he Rus s ia n Rive r Pr oj ect, as descr i bed i n Rec ita ls E and G above .
L) Sonoma Water currently utilizes the Transmission System to supply water to the W ater Contra ctors under the Restructured Agreement for Water Suppl y, as wel l as O the r Agency Customer s under other agr eement s.
Payments by the W a ter Contractors under the Restructured Agreement for Water Supply were and are being used to f und pay ments on the bonds sold to finance the construction of , and upgrades to, the Transmission
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System and to directly fund the construction of parts of the Transmission System. Other customers of Sonoma W ater di ver t water di r ectl y f r om the Rus s ia n Rive r.
M) In June 1980, Sonoma Water certified its final environmental impact report on Proposed Amendments of Permits on Applications 12919A, 15736, 15737 and 19351. I n July 1984, Sonoma W at er ce rtifie d its s upple me nta l environmental impact report covering Proposed Coordinated Use of the Water Supply of Lake M endocino and Lake Sonoma, Russian River Project. On November 14, 1990, M M WD certified its Water Supply Plan Program Final Environmental Impact Report. On September 24, 1991, MMWD ce rtifie d its Wa te r S upply Proje ct Fina l Environme nta l Impa ct Report. These reports together satisfy the requirements of the California Environme nta l Qua lity Act (Pub. Res. Code § 21000, et seq.) fo r ongoing water sal es pur suant t o thi s A gr eement.
N) Sonoma Water holds Water Right Permits 12947A, 12949, 12950 and 16596, which were issued by the State Water Resources Control Board and its predecessors pursuant to A pplications 12919A , 12920A, 15736, 15737 and 19351, whi ch Permits authorize Sonoma Water to divert Rus s ia n Rive r wate r and to redivert water previously stored in Lake M endocino and Lake Sonoma, subj ect to specific terms and conditions.
O) Recital E. in the Suppl emental A greement recognized that one of the reasons for that agreement was “ to accommodate the Agency’ s [Sonoma W ater ] ef forts to attempt to ensure a continuation of Pacific Gas and Electric Company’ s historic diversions of Eel River water to the Russian River and to increase the reliability of the water supply deliverable to [M M WD].” The need to ensure the continuation of such flows for the be ne fit of a ll of Sonoma W ater’ s Water Contra ctors was heightened by the amendments made by the Federal Energy Regulatory Commission in 2004 to Pacific Gas & Electric Company’ s (PG&E) license for the Potter V alley Project, which reduced such flows and subsequently by PG& E’ s decision to pursue surre nder of i ts l i cense to oper at e t he Pott er V al l ey Project and propose its decommissioning. By entering into this A greement, the parties recognize the ongoi ng importance of the continuation of f lows f r om the Eel Ri ver t o the Russi an Ri ver for the be ne fit of a ll of Sonoma W ater’ s customers .
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P) MMWD a n d Sonoma W ater recognize the need for a regional approach to water suppl y , w ater conser vati on, f i sher y and water r euse i ssues.
Q) In May 1984, June 1996 and June 2005, M M WD made payments to Sonoma Water of $168,348, $2,837,344 and $6,326,257, respectively , and MMWD ma d e the latter two payments pursuant to Section 8 of the Water Sal e A gr eement for the purpose of securing firm water , which lump sum payments represent a share of the Warm Springs Dam sinking fund and principal payments made to the United States Government by Sonoma W ater for Lake Sonoma water storage space corresponding to a pote ntia l additional 10,000 acre feet per annum of the 75,000 acre f eet per annum net firm yield of the Warm Springs Dam Project, which increased M M WD’ s total potential net yi eld of the Warm Springs Dam Project to 14,300 acre f eet per f i scal y ear.
R) Due to changes in circumstances s ince the Of fpeak A greement and the W ater Sal e A gr eement were agreed upon, some provisions are no l onger relevant and impose obligations and procedures on M M WD and Sonoma W ater that ar e no longer necessary and provide undue burden to the Par ti es. The Parties wish to update the agreements and consolidate them into one document for ease of use. As of the ef fective date of this A gr eement, t hi s A gr eement wi l l r epl ace a ll prior water sal es agr eements between Sonoma W at er a n d MMWD including the 2015 Renewal Agreement.
Now , theref ore, in consideration of the foregoi ng r eci tal s, whi ch ar e incorporated herein and made part of this Agreement , and of the prior agr eements between t he par ti es, and of the pr omi ses made her ei n, M M W D and Sonoma Water agree as follows:
Section 2: Definitions .
When used in this Agreement, unless otherwise distinctly expressed or manifestly incompatibl e with the intent of this Agreement, capitalized terms shall have the meani ngs set forth below or , if not defined bel ow , the meanings set f orth in the Restructured Agreement for Water Supply:
(a ) “Sonoma Water ” means the Sonoma County Water Agency or any
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successor thereto.
(b) “Sonoma Water’ s W ater Ri ghts Per mi ts” means water r i ghts permits 12947A, 12949, 12950 and 16596, which the State Water Resources Control Board and its predecessors issued to Sonoma W ater pursuant to Applications 12919A and 12920A, 15736, 15737 and 19351, as such permits now exist or in the future may exist (including any licenses that may be issued to replace these pe rmits).
(c) “Agreement” means thi s Amended and Restated Water Supply Agreement.
(d) “Fiscal Y ear” means the financial accounting year beginni ng on July 1 and endi ng on June 30.
(e ) “M M WD” means the M arin M unicipal Water District or any successor thereto.
(f) “Potter V alley Project” means the hydroel ectric project owned and operated by the Pacific Gas and Electric Company and licensed by the Federal Energy Regulatory Commission as Project No. P -77. (g) “Othe r Agency Customers” means Sonoma Water , the County of Sonoma, California American Water Company (with respect to the L ar kf i el d W at er Di str i ct) , For estvi l l e W ater Di str i ct, L awndal e M utual W ater Company K enwood V i l l age W at er Company , Penngrove Water Company , the C ity of Sebastopol, the State of California, and Santa Rosa Junior College.
(h) “ Regular Customers” means any of the Water Contractors or Other Customers.
(i) “Restructured A greement f or Water Supply” means the Restructured Agreement for Water Supply between Sonoma W ater
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and the Cities of Cotati , Petaluma, Santa Rosa, Rohnert Park, and Sonoma, the T own of Windsor , and Forestville, V alley of the M oon, and North M arin Water Districts, executed on June 23, 2006, and any amendments or successor agreements thereto.
(j) “Russian River Conservation Charge” means the charge described in Section 5(b) of this Agreement.
(k) “Russian River Projects Charge” means the charge described in Section 5(c) of this Agreement.
(l) " T r ansmi ssi on Syst em" means t he w ater-s upply fa cilitie s fina nce d and constructed pursuant to the Restructured Agreement for Water Supply and its predecessor agreements.
(m)“ W ater Contractor” means a party si gnatory to the Restructured Agreement f or Water Supply executed on June 23, 2006, and any amendments or successor agreements thereto.
Section 3: Sonoma Water Del i ver y of W ater to M M W D. (a ) Subject to all of the terms and conditi ons of this Agreement, and subject to the provisions of the Restructured Agreement for Water Supply (as now exi sti ng or as may be amended i n the f utur e) , M M W D may pur chase water from Sonoma W ater pursuant to this Agreement in any Fiscal Y ear in an amount not less than 5,300 acre f eet but not to exceed 14,300 acre -f eet. (b) Sonoma Water shal l del i ver water at the r equested r ate to M M W D onl y to the extent that w ater suppl y i s avai l abl e and the Transmission System has capacity i n excess of that required by Sonoma W ater to supply the Water Contractors, but not less than 5,300 acre fee t per f i scal y ear. (c) In September each year , Sonoma Water a n d MMWD will me e t to de te rmine MMWD’s like ly water demand for the coming f i scal y ear and whether M M WD’ s potential wat er supply needs can likely be supported by anticipated Sonoma W ater ’s wa te r s upply a va ila bility a nd Tra ns mis s ion System capacity. Notwithstanding the foregoing, the maximum del ivery r ate to MMWD shall be limited to 25 million gallons per day (M GD) during
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the calendar months of January , February , M arch, April, November and December , and shal l be l i mi ted to 12.8 mgd between the months of M ay through Octobe r. I n t he event t hat , i n any gi ven year , M M W D has a desi r e f or a gr eat er maxi mum mgd del i ver i es, M M W D may r equest t he same from Sonoma Water and provi ded that there i s suf ficient Transmissi on System capacity and available water , Sonoma Water will not unreasonably withhold such additi onal deliveries to M M WD. M M W D agr ees to pr ovi de writte n notice to a ll me mbers of the T echnical Advisory Committee, as that ter m i s def i ned i n the Restructured Agreement, of any such request by M M W D as wel l as the cor r espondent deter mi nati on made by Sonoma W ater.
(d) All water furnished by Sonoma Water to M M WD hereunder shall be delivered at a separately metered turnout or through the North M arin Water District’ s metered turnout(s) at MMWD’ s option. (e ) Water received by M M WD pursuant to this Agreement shall only be used within the sphere of infl uence (as such term is defined in section 56076 of the Government Code) of the M M WD.
Section 4: Shortage and Impairment.
Except as otherwise provided herei n, Sonoma Water shal l r el ease water f r om storage in L ake M endocino or L ake Sonoma when necessary to make available in the Russian River suf ficient water to make the deliveries provided for herein. If by reason of drought, environmental laws or regulations, other causes beyond the control of Sonoma Water , a deficiency does occur , then Sonoma Water s ha ll not be liabl e to M M WD for any damage resulti ng therefrom. In the event of an impairment of or limitation on the use or capa city of the Transmission System, or other f aci l i ty that af f ect s Sonoma W ater’ s a bility to de live r wa te r to MMWD pursuant to this A greement, by reason of natural disaster , sabotage, legal impediment or other cause beyond the control of Sonoma Water , Sonoma W ater shall not be liable to M M WD for any damage arising therefrom , provided however , that i n such event M M WD shall have the right to roll any remaining undelivered allotment below the minimum 5,300 acre f eet minimum f i scal year requirement into the fol lowing Fiscal Year such that the minimum take for that year is the 5,300 AF minimum and the undelivered water from the pri or fiscal year so long as M M WD pays f or the full 5,300 acre f eet at the end of the f i scal year i n whi ch i t was t o be del i ver ed a t the then current r ates i f Sonoma W ater
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r easonabl y deter mi nes that i t has wat er avai l abl e.
In the event of shortage of water in the Russi an River or the Russi an River P roje ct that requires Sonoma Water to apportion available supply of water , Sonoma Water shal l appor ti on the av ai l abl e water supply in accordance with the shortage and apportionment provisions in the Restructured Agreement secti on
3.5, so t hat i t may mak e del i ver i es as f ol l ows:
(a ) Firs t, Sonoma Water s ha ll de live r to e a ch of its Regular Customers, not in excess of the respective entitlements set forth in Secti ons 3.1, 3.2 and 3.3 of the Restructured Agreement for Water Supply or any amendments or successor agreements thereto, authorize Sonoma W ater ’s Rus s ia n Rive r customers to divert or redivert not in excess of the amounts f or which those customers have contracted to purchase from Sonoma W ater , and deliver water to M M WD not in excess of the amounts set forth in Section 3 of this A greement, the quantities of water required by each for human consumpti on, sanitation and fire protection, as determined by Sonoma W ater after taking into consideration all other sources of potable water then avai l abl e t o sai d customer ;
(b) Second, t o t he extent addi ti onal wat er i s avai l abl e t o Sonoma W at er, Sonoma Water s ha ll de live r s uch wa te r to Sonoma W ater’s Regular Customers, authorize Sonoma Water ’s Russi an River customers, to divert or redivert such water and deliver such water to M M WD in proportion to the respective entitlements set f orth in Secti on 3.1, 3.2 and 3.3 of the Restructured Agreement for Water Supply , or any amendment or successor agree ments ther et o, the agr eement s betw een Sonoma W ater and its Russian River customers, and section 3 of this Agreement, provided, however , that no customer shall re ceive under subdivisions (a) and (b) hereof a total quantity of water in excess of its reasonable requirements or its sai d entitlement or contracted amount, whichever is l ess.
Section 5: Charges and Payment.
For al l water del i ver ed under thi s A gr eement , M M W D shal l pay Sonoma W ater each of the following charges:
(a ) A p e r-a cre-foot charge equal to the highest rate per acre -foot then charged by Sonoma W ater to any party to the Restructured Agreement f or
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Water Supply for water taken from either the Petaluma Aqueduct or the Santa Rosa A queduct, multiplied by 1.11; provided, however , that the 20% surcharge imposed on the T own of Windsor under Section 4.17(a) of the Restructured Agreement for Water Supply shall not be incl uded in deter mi ni ng the hi ghest r ate per acr e-f oot for water taken from the Santa Rosa Aqueduct or Petaluma Aqueduct . Seven and f our hundred thirty -two one -thousandths percent (7.432%) of this per -a cre-foot charge shall be placed in the Russi an River Projects Fund; two and four hundred seventy - seven thousandths percent (2.477%) of this per -a cre-foot charge shall be used, at the discretion of Sonoma Water , to pay for the costs of Common Fa cilitie s , to pa y the Ca pita l Cos ts of Aque duct Fa cilitie s re la ting to the Santa Rosa or Petaluma Aqueducts, or to pay operations and maintenance costs; and the remainder shall be applied pursuant to the Restructured Agree ment for Water Supply , with the water delivered to MMWD considered to be delivered from the Petaluma Aqueduct. (b) A p e r-a cre-foot Russian River Conservation Charge in lieu of the property taxes l evi ed by Sonoma W ater on property in Sonoma County , to pay the capital, operation and maintenance costs associated with the Warm Springs Dam Project and the Russian River Project. The charge shal l be determined annually on or before A pril 30 preceding each September 30.
The Ru ssi an Ri ver Conser vati on Char ge shal l be deter mi ned by multiplying the ta x ra te le vie d by Sonoma Water in the then current Fiscal Y ear t o pay t he costs as sociated with the Warm Springs Dam Proj ect times the total assessed value of secured and unsecured property situated within the cities of Cotati, Petaluma, Rohnert Park, Santa Rosa and Sonoma, the V alley of the M oon Water District, and the T own of Windsor , and dividing the product by the total number of acre feet of water delivered to said public agencies pursuant to Section 3.1 and 3.3 of the Restructured Agreement for Water Supply , or any amendments or successor agreements thereto, during the twelve month period ending on M arch 31.
(c) A p e r-a cre-foot Russian River Projects Charge in lieu of the property taxes levied on property in Sonoma County and other Sonoma W ater gener al fund monies which are transferred by Sonoma W ater to Sonoma W ater’ s Russian River Projects Fund and expended to pay for or partially pay for:
(1) carrying out Sonoma W ater’ s Coyot e V al l ey Dam Pr oj ect and W ar m
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Springs Dam Project channel -stabilization works obligations to the United States Gov er nment and the St ate of Cal i f or ni a under Sonoma Water Board of Directors Resolutions No. 6847 adopted M ay 24, 1955, No. 7798 adopted September 27, 1955, No. DR00793- 1 adopted September 25, 1961 and Resolution No DR68485 adopted December 23, 1980; (2) securing and defending appropriative water ri ghts which are necessar y f or the realization of the full benefits of the Coyote V alley Dam and Warm Springs Dam Projects; (3) Sonom a W ater’ s share of the United States Gover nment’ s i nvestment, oper ati on and mai ntenance costs associ ated with the Coyote V alley Dam and Warm Springs Dam Projects; (4) the acquisition of all or part of the Potter V alley Project, contributions made to the Pott er V al ley Project owner , or its successor , to insure the conti nued operati on of all or part of the Potter V alley Project or its successor; and (5) fishery mitigation and enhancement projects undertaken by Sonoma W ater i n the Russi an Ri ver and Eel Ri ver and their tributaries. The Russian River Projects Charge shall be determined by dividing the total amount of Sonoma Water monies expended from Sonoma W ater’ s Russi an Ri ver Pr oj ects Fund i n the pr ecedi ng ten Fi scal Y ear s, excl usi ve of the f unds contributed to the Fund by M M WD and the North M arin Water Districts and interest earnings attributable to f unds contributed by M M WD and the North Marin Water District, by the sum of the total acre -fe e t o f water del i ver ed by Sonoma W ater to the cities of Cotati, Petalu ma, Rohnert Park, Santa Rosa, and Sonoma, the V alley of the M oon Water District, and the T own of Windsor (plus amounts diverted by the T own of Windsor via its own facilities under Sonoma W ater’ s water rights) pursuant to Sections 3.1 and 3.3 of the Restructured Agreement for Water Supply , or any amendments or successor agreements thereto, during the preceding ten Fiscal Y ears and multiplying the quotient by the ratio that the assessed val ue of se cured and unsecured property situated within the citie s of Cotati , Pet al uma, Rohner t Par k, Santa Rosa and Sonoma, t he V alley of the M oon Water District, and the T own of Windsor bears to the assessed value of all secured and unsecured property withi n Sonoma County , provi ded however , in no event shall the Russian River P roje cts Charge exceed $20.00 per acre -f oot. Sonoma Water shall keep proper books, records and accounts in which compl ete and accurate entries shall be made of al l Sonoma Water general fund monies transferred to Sonoma W ater’ s Russian River Projects Fund and all expenditures made from the fund for the purposes described in this paragraph. Sonoma W ater s ha ll
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maintain a separate account within the Russi an River Projects Fund for monies contributed by M M WD and the North M arin Water District. M onies expended from the Russian River Projects Fund shall be deemed to have been expended from the M M WD and North M arin W ater District account in the proportion that the balance of the account bears to the total Russian Ri ver Pr oj ects Fund bal ance at t he end of the Fi scal Y ear quar ter preceding the expenditure.
(d) A lump sum payment which shall be determi ned by multiplying the Russian River Conservation Charge times the dif ference between 14,300 a cre-f eet and t he sum of the t otal acr e-f eet of water del i ver ed under thi s agreement during the prior Fiscal Y ear plus the t otal acr e-fe e t of wa te r for which payments have been made in lieu of delivery pursuant to Section 5(f) of this Agreement during the prior Fiscal Y ear .
(e ) A lump sum payment which shall be determi ned by multiplying the Russian River Projects Charge times the dif f erence between 14,300 acre - f eet and the sum of t he total acr e- f eet of wat er del i ver ed under t hi s Agreement during the prior Fiscal Y ear plus the tot al acr e-fe e t of wa te r for which payments have been made in lieu of delivery pursuant to Section 5(f) of this Agreement during the prior Fiscal Y ear .
(f) A lump sum payment, calculated as follows: If the total amount of water delivered to M M WD pursuant to this Agreement is less than 5 ,300 acre - feet i n any Fiscal Y ear , then Sonoma Water s ha ll include in the bill for the month of August the dif ference between the actual amount of water delivered during the previous Fiscal Y ear and 5 ,300 acre -fe e t, a n d MMWD shall pay for such amount at the same rate as though such water had been del i ver ed, i f and t o the ext ent that such water was av ai l abl e to M M WD. Water shall be deemed to have been available to M M WD during the pre vious Fis ca l Ye a r if M M WD could have taken delivery of such water at any ti me dur i ng such Fi scal Y ear at del i ver y r ates not exceedi ng avai l abl e T ransmi ssi on System capaci t y. Sonoma W ater shall keep and make avai l abl e f or r evi ew by M M W D oper ati ng r ecor ds i ndi cati ng t he avai l ability of wa te r to MMWD.
(g) M M WD Payment to Support Regional Water Resiliency . Within s ixty (60) days f ollowing f ull execution of this Agreement, M M WD will pay to Sonoma Water an amount equal to T welve M illion Five Hundred Thousand
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Dollars ($12,500,000), a portion of which funds, specifically Nine M illion Dollars ($9,000,000) will be used by Sonoma Water for projects to enhance w ater r esi l i ency wi thi n the Russi an Ri ver System. The remaining portion, Three M illion Five Hundred Thousand Dollars ($3,500,000) will be used by Sonoma Water for projects to enhance Sonoma Water’ s abil ity to deliver winter water . Sonoma Water shall be responsibl e for conducting any envi r onmental r evi ew that may be required under the Calif ornia Environmental Q uality Act for all such projects.
(h) Notwithstanding any di spute between Sonoma W ater a n d MMWD, MMWD s ha ll pa y a ll bills ma de by Sonoma Water pursuant to this Agreement when due and shall not withhol d all or any part of any amount billed pending the final resolution of such dispute. I n the event of a dispute, M M W D may pay i ts bi l l s under pr ot est, and i f necessar y under the ul ti mate resolution of the dispute, Sonoma Water shall make an appropriate refund to M M WD, including i nterest on the overpai d amount at the rate obtained by Sonoma W at er as a result of investment of the disputed amount. I f M M WD does not pay any bill by the due date for such bill, then, i n addition to the principal amount due, M M WD also shal l pay Sonoma Water interest on this principal amount due, calculated from the due date until the payment date at the legal rate per annum established pursuant to section 685.010 of the Code of Civil Procedure.
Section 6: Construction of New Aqueduct .
Sonoma Water acknowledges that M M WD is e va lua ting the fe a s ibility a nd ef ficacy of constructing , at M M WD’ s sole cost and expense, a new aqueduct from the e xis ting North M ari n Aqueduct to M M WD’ s Nicasio and/or Soulaj ule Reser voi r s to enhance water r esi l i ency and r elia bility cons is te nt with long te rm planning f or the Russian River Project. M M WD will continue to actively communicate with Sonoma W ater regarding project desi gn and development and Sonoma Water and if re que s te d by MMWD, will provide a va ila ble informa tion a nd data necessary to proj e ct planning and assessment of project benefi ts and impa cts. In connecti on with the foregoing, MMWD will be s ole ly re s pons ible for the completion of any analysis required pursuant to the California Environmental Qua lity Act.
Section 7: Sonoma Water Petitions and A pplications with State Water Resources Control Board .
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M M WD acknowledges that the existing 75,000 acre f oot per year limit on diversions and rediversions in Sonoma Water’ s Water Right Permits does not a llow Sonoma W ater to utilize the entire yi eld of the Russi an River Project, and that Sonoma W ater may from time to time fil e petitions or applications with the State Water Resources Control Board (“Sta te Boa rd”) to increase this or future limits or otherwise provide water to Sonoma W ater customers. M M WD also acknowledges that Sonoma W ater has filed petitions with the Stat e Boar d requesti ng changes in minimum instream flow requirements and other changes in its water rights permits to respond to hydrol ogic conditions or any envi r onmental r el ease r equi r ements, or both
. M M WD recognizes and agrees that
it will be in the public interest f or the State Board to grant such petitions and a pplica tions .
Section 8: Waiver and Indemnity .
(a ) M M W D wai ves, r el eases and f or ever di schar ges Sonoma Water, its office rs , a ge nts a nd e mploye e s from a ny a nd a ll lia bilitie s , cla ims , demands, losses and costs relating to any of the f ollowing: (1) any property damage or personal injury arising from any non- del i ver y of water requested by M M WD pursuant to this Agre ement, or for any property damage or personal inj ury arising from the quality of water delivered pursuant to this A greement, if such property damage or personal inj ury is caused by l ack of avai l abl e capaci ty i n the Transmission System, drought, earthquake or other Act of God, strike or other labor dispute, partial or total dam, gate or tunnel l oss, dam, gate or tunnel repairs, water pollution, or any f actor beyond the control of Sonoma Water (whether or not such factor is listed in this sentence); and (2) any property damage or personal injury arising from any decision of Sonoma W ater re ga rding: (a ) determinations of the availability of water f or sale by Sonoma W ater to M M WD pursuant to thi s Agreement; (b) allocation of transmission system capacity; (c) proposed expansions of the Transmi ssi on Syste m; or (d) re pa ir (or non-r epai r ) of the Potter V al l ey Pr oj ect, Coy ote V al l ey Dam or W ar m Spr i ngs Dam. M M W D's wai ver , r el ease and di schar ge descr i bed i n this paragraph shall apply to any of the property damages or personal injuries described in thi s par agraph, whether or not such property damages or personal injuries were caused by Sonoma W ater 's negligence, unl ess such property damages or personal injuries resulte d from Sonoma W ater 's negligence, willful misconduct or viol ation of l aw .
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(b) M M WD shall indemnify , hold harmless, protect and defend Sonoma W ater , its of ficers, agents and employees from and against any and all liabil ities, claims, demands, damages, losses, disabilities or expenses (including attorney fees and litigation costs) of every nature arising out of, or in connection with: (1) the lack of quanti ty of water that has been del i v er ed by Sonoma W at er to M M WD pursuant to this Agreement; or (2) the control, conveyance and disposition of water that has been delivered by Sonoma Water to M M WD pursuant to this Agreement. For the purposes of this section, the point of delivery shall be as specified in Section 3 of this Agreement. M M WD shall provide such indemnification, holding harmless, protection and def ense whether or not such li abil itie s , cla ims , de ma nds , damages, l osses, di sabi l i ti es or expenses ar e based on Sonoma Water 's negligence, unl ess such liabil i ti es, cl ai ms, demands, damages, l osses, di sabi l i ti es or expenses ar e based on Sonoma W ater 's sole negligence, willful mis conduct or viola tion of la w.
(c) This section shall not apply to any construction activities, or construction contracts, relating to the construction described in Section 6of this Agreement. The provisions in this section regarding attorney f ees shall not apply to any other section of thi s Agreement.
Section 9: Water Conservation; Coordination on Urban Water M anagement Planning.
(a ) MMWD a n d Sonoma W ater will comply with a ll a pplica ble s ta te la ws related to water conservation planning and implementation, includi ng the Urban Water M anagement Planning Act, Water Code sections 10610- 10655 (as such act now exists or in the future may exist). MMWD s h a ll i mpl ement or use i ts best ef f or ts t o secur e the i mpl ement ati on of any water conservati on requirements that may be added as terms or conditions of Sonoma Water’ s appropriative water rights permits or licenses, or with which the Agency must c omply under compul sion of regul ation or law . (b) MMWD a n d Sonoma W ater shall coordinate the preparation of their r especti ve Ur ban W at er M anagement Pl ans r equi r ed by t he Ur ban W ater M anagement Planning Act. M M WD shall provi de Sonoma Water MMWD’s projections of projected future water demands, conservation, recycl ed water use, and other non- Sonoma W ater water supplies, and the methodology and assumptions used by M M WD to produce those
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projections. Sonoma Water shall review the projections and may provide comments on the projections, and s ha ll provide M M WD with projecti ons of the amount of water to be provi ded by Sonoma W ater to MMWD to be used i n M M WD’ s and the Sonoma Water’ s Urban Water M anagement P la ns, provided, however , that nothing in this Section 9, includi ng any lack of compliance, shall impact the other provisions of this Agreement nor any obligation hereunder .
Section 10: Water Quality .
W ater del i ver ed by Sonoma W ater to M M WD pursuant to this Agreement shall be of the same gener al qual i ty as wat er del i ver ed by Sonoma Water from the transmission system to the Water Contractors in compliance with Cal ifornia drinking water standards . Except as expressly stated in the preceding sentence, Sonoma Water does not make any expr ess or i mpl i ed war r anty r egar di ng the quality of the water delivered pursuant to this Agreement. The payment obligations of M M WD set forth in Section 5 shall not be af f ected in any manner by the qual i ty of the water del i ver ed by Sonoma W ater hereunder .
Section 11: CEQA for Future Projects.
Pursuant to section 15051(d) of the State CEQA Guidelines, M M WD is designated as the lead agency under the California Environmental Quality Act f or the constructi on of any new aqueduct to be constructed by M M WD pursuant to Section 6 of this Agreement. Sonoma W ater i s designated as the lead agency for any other projects north of Kastania Reservoi r that Sonoma W ater may construct to implement this Agreement.
Section 12: CEQA f or this Agreement.
Pursuant to section 15061 of the California Environmental Quality Act (CEQA) Gui del i nes, the par ti es have eval uated thi s A gr eement and hav e concl uded that their approval of this Agreement is exempt from the provisions of CEQA under S e ction 15301 of the CEQA Guidelines because MMWD fully e xe rcis e d its right to del i ver y of water under the 2015 Renewal A gr eement, t he not to exceed amount of water to whi ch M M WD is entitled under this Agreement is unchanged from the amounts included under the 2015 Renewal Agreem ent and f utur e l ev el s of diversions and use of water by M M WD under this Agreement will not be significantly dif ferent from present levels of diversion and use. Accordingly , the parties will file, pursuant to CEQA Guidelines section 15062, notices of
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exemption with the M arin and Sonoma County Clerks and the State Clearinghouse of the Of fice of Planning and Research.
Section 13: T erm.
Thi s A gr eement super sedes the 2015 Renew al A gr eement. This Agreement shall be ef fective on July 1, 2025 and shall remain in ef fect until June 30, 204 0. Upon the request of M M WD, Sonoma W ater agr ees to enter i nto r enewal agr eements for periods not to exceed the then- existing term of the Restructured Agreement for Water Supply or any renewals or amendments to the Restructured Agreement for Water Supply upon the same terms and conditions contained her ei n, except that Sonoma W ater may make reasonable adjustments to the charges under Section 5 of this Agreement, and any such reasonable adjustments then shall be included in any renewal agreement. Sonoma W ater acknowledges that the expiration date of the Restructured Agreement for Water Supply is June 30, 2040. Based upon M M WD’ s longstanding and ongoi ng participati on and support of Sonoma Water’ s Russian River Project, including lump sum capital payments and other payments made b y MMWD in pa rity with Sonoma W at er’ s Water Contractors, Sonoma W ater agr ees to adv ocate t o include MM WD in any discussions rel ated to any r enewal or extensi on of the Restr uctur ed Agreement for Wa te r Supply . I f at t he ex pi r ati on date of t hi s A gr eement and the Restructured Agreement f or Water Supply has been terminated or has expired without either being renewed or replaced by another agreement pertaining to water suppl y , then upon the request of M M WD, Sonoma Water shal l ent er i nto r enewal agreements f or periods not to exceed f orty (40) years upon the same terms and conditions contained herein, except that Sonoma W ater may mak e r easonabl e adjustments to the charges under Section 5 of the A greement and any such reasonable adjustment then shall be incl uded in any renewal agreement.
Section 14: M odifications:
This writing is intended both as the final expression of the agreement between the parties hereto with respect to the incl uded terms and conditions and as a compl ete and excl usi v e stat ement of the ter ms of the agreement. Pursuant to Code of Civil Procedure section 1856, no modification of the A greement shall be ef fective unl ess and until such modification is evidenced by a writing signed by all par ti es.
Section 15: Equitable Remedies.
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Because wat er i s a scar ce and pr eci ous r esour ce, M M W D wi l l not have an adequate remedy at law , and thus may request a court of competent jurisdiction to order equitabl e remedies, to compel Sonoma W ater to del i ver t he water t hat M M WD is entitled to receive pursuant to this Agreement. Such equitable remedies shall be M M WD's sole and exclusi ve remedies i n acti ons brought by M M WD relating to the amounts of water that Sonoma Water mus t de live r to M M WD pursuant to thi s Agreement.
Section 16: Notices.
All notices shall be in writing and notices and payments may be given by personal delivery or by mail. Notices and payments sent by mail shall be addressed as follows:
To Sonoma W at er :
Gener al M anager ,
Sonoma County Water Agency ,
404 A viati on Boulevard, Santa Rosa, CA 95403;
To MMWD:
Gener al M anager ,
Ma rin Municipa l Wa te r Dis trict,
220 N el l en A venue, Cor te M ader a, CA 94925
When so addressed, a notice shall be deemed given upon deposit i n the United States M ai l , postage pr epai d. I n al l ot her i nst ances, noti ces and pay ments shal l be deemed gi ven at the ti me of act ual del i ver y . Changes may be made to the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section.
Section 17: Demand f or Assurances. When reasonable grounds f or insecurity ar i se wi th r espect t o the per f or mance of ei ther par ty , the ot her par ty may , i n wr i ti ng, demand adequate assur ance of due per f or mance and, unti l i t r ecei ves such assurance, may , i f commercially reasonable, suspend any perf ormance f or which the agreed return perf ormance has not been received. "Commercially reasonable" includes not only the conduct of either party with respect to performance under thi s Agreement, but also conduct with re spect to other agreements with the other party to this Agreement or others. After receipt of a justified demand, the f ailure to provide within a reasonable time, but not
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exceeding 30 days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement.
Acceptance of any improper delivery , service, or payment does not prejudice the aggrieved party's right t o demand adequate assurance of f uture perf ormance.
Section 18: No Third -Par ty Benef i ci ar i es.
No third- party benefici aries are intended or established by this Agreement.
Section 19: Representation by Counsel.
Sonoma Water and M M WD each was represented by independent counsel in the negotiation and execution of this Agreement. For the purposes of interpretati on of this Agreement, neither party shall be deemed to have been the drafter of this Agreement.
Section 20: M erger .
This Agreement is intended both as a final expression of the agreement between the parties hereto with respect to the incl uded terms and conditions and as a compl ete and excl usi v e stat ement of the ter ms of the A gr eement.
A TTEST: MARIN MUNICIPAL WATER DIS TRICT
By:
Boar d Secr et ar y Matt Samson , President
Board of Directors
Reviewed As T o Form:
Mol l y M acL ean
General Counsel
A TTEST: SONOMA COUNTY WA TER AGENCY
DR AF T, June 4, 2025 -- Page 20
By:
Deputy Clerk of the Chair , Board of Directors
Board of Directors
D AT E :
Revi ewed A s T o Subst ance By
Sonoma County Water Agency:
Gr ant Davi s, Gener al M anager
Reviewed As T o Form:
Deputy County Counsel