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HomeMy WebLinkAbout09. Execute revised MOU between Central San, CCWD and SCVWD Page 1 of 23 Item 9. CENTRAL SAN BOARD OF DIRECTORS ' POSITION PAPER MEETING DATE: APRIL 5, 2018 SUBJECT: AUTHORIZE THE GENERAL MANAGER TO EXECUTE THE REVISED MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN CENTRAL SAN, CONTRA COSTA WATER DISTRICT (CCWD), AND SANTA CLARA VALLEY WATER DISTRICT (SCVWD) FORA PRELIMINARY FEASIBILITY EVALUATION OF THE REFINERY RECYCLED WATER EXCHANGE PROJECT SUBMITTED BY: INITIATING DEPARTMENT: MELODY LABELLA, RESOURCE RECOVERY ENGINEERING AND TECHNICAL SERVICES- PROGRAM MANAGER PDS-RESOURCE RECOVERY REVIEWED BY: JEAN-MARC PETIT, DIRECTOR OF ENGINEERING AND TECHNICAL SERVICES Roger S. Bailey General Manager ISSUE Board authorization is required for the General Manager to execute a memorandum of understanding. BACKGROUND On March 15, 2018, Central San's Board of Directors voted unanimously to approve the previous version of this MOU. Since that time, CCWD has provided additional legal and clarifying edits to the MOU, which do not change its spirit or intent, and SCVWD has provided additional input on their timing needs for this evaluation, so staff is now bringing the revised MOU to the Board for reconsideration. April 5, 2018 Regular Board Meeting Agenda Packet- Page 86 of 164 Page 2 of 23 The revised MOU now calls for each agency to work together to develop a Work Plan within 45 days of execution of the MOU (as compared to "within 60 days" in the previous version), which covers topics such as: refinery recycled water quality and reliability, project yield, conveyance options and constraints, costs, and cost allocation. The revised MOU calls for completion of the preliminary feasibility evaluation by the end of calendar year 2018 (as compared to "by the end of the fiscal year" in the previous version), in order to have this information available to SCVW D at the time their staff needs to make a recommendation to their Board on which future water supply alternatives to pursue. Central San will conduct or participate in an environmental review of any capital project proposed as a result of this evaluation to determine the need for additional California Environmental Quality Act documentation. ALTERNATIVES/CONSIDERATIONS The Board of Directors may decline authorization of the revised MOU, which would end Central San's involvement in this project. FINANCIAL IMPACTS The financial impacts are minimal at this time. Authorizing this revised MOU will commit staff time to coordinate development of the Work Plan and evaluate any elements assigned to Central San within the Work Plan. COMMITTEE RECOMMENDATION The Real Estate, Environmental & Planning Committee reviewed this matter at its March 14, 2018, meeting and recommended Board approval of the original MOU. RECOMMENDED BOARD ACTION Authorize the General Manager to execute the revised MOU between Central San, CCW D, and SCVWD for a preliminary feasibility evaluation of the Refinery Recycled Water Exchange Project. Strategic Plan Tie-In GOAL SIX: Embrace Technology, Innovation and Environmental Sustainability Strategy 1 -Augment the Region's Water Supply ATTACHMENTS: Attachment 1 - Revised Refinery Recycled Water Exchange Project MOU - Changes Tracked Attachment 2 - Revised Refinery Recycled Water Exchange Project MOU - Changes Accepted April 5, 2018 Regular Board Meeting Agenda Packet- Page 87 of 164 Page 3 of 23 DRAFT MEMORANDUM OF UNDERSTANDING BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT CONTRA COSTA WATER DISTRICT AND SANTA CLARA VALLEY WATER DISTRICT TO CONDUCT A PRELIMINARY FEASIBILITY EVALUATION OF THE REFINERY RECYCLED WATER EXCHANGE PROJECT This Memorandum of Understanding (MOU) is made and entered into on this day of , 2018, by and between Central Contra Costa Sanitary District (Central San), Contra Costa Water District (CCWD) and the Santa Clara Valley Water District (SCVWD), all special districts created by Legislature of the State of California. All three agencies hereinafter may be referred to individually as "Party" or collectively as "Parties." RECITALS 1. WHEREAS, California's orifi semiarid and changing climate, its ambitious and evolv�,keiln'�g, `"'economy, and its continually growing population have G^ boRedcontribute to make shortages and nnnf7iG ing demands the nnrmmanagement challenges; and 2. WHEREAS, the Parties recognize that integrated utilization of capacity in existing infrastructure, new interconnections and/or facilities, and water exchanges may provide water supply reliability and/or water quality benefits to multiple agencies and the public and businesses we serve; and 3. WHEREAS, it is a Central San strategic goal to embrace technology, innovation, and environmental sustainability by exploring partnering opportunities to augment the Region's water supply; and 4. WHEREAS, it is the mission of CCWD to strategically provide a reliable supply of high quality water at the lowest cost possible in an environmentally responsible manner,-. and CCWD is completing the environmental review of the Phase 2 Los Vaqueros Reservoir Expansion Project andwith several local agencies are participating in the ongoing planning studies; and 5. WHEREAS, it is the mission of SCVWD to provide Silicon Valley safe, clean water for a healthy life, environment, and economy, and SCVWD is currently updating its Water Supply Master Plan, which describes the new water supply investments the District is planning to make to achieve its water supply reliability target, the anticipated schedule of those investments, and the associated costs and benefits of the investments; and Page 1 April 5, 2018 Regular Board Meeting Agenda Packet- Page 88 of 164 Page 4 of 23 DRAFT 6. WHEREAS, CCWD and SCVWD are members of the Bay Area Regional Reliability Partnership, which areis working togethe to develop regional solutions to enhance water supply reliability, leverage existing infrastructure investments, facilitate water transfers during critical shortages, and improve climate change resiliency for the benefit all Bay Area residents; and 7. WHEREAS, the Bay Area Regional Reliability Partnership prepared a Drought Contingency Plan that evaluated several potential drought mitigation measures, including the construction of the Transfer-Bethany Pipeline a key intertie facility included in the Phase 2 Los Vaqueros Reservoir Expansion Project; and 8. WHEREAS, the Parties are interested in conducting a preliminary feasibility evaluation of an innovative water exchange arrangement in which recycled water from Central San could be made available to SCVWD, and where such recycled water, in lieu of raw water, through an exchange arrangement, would be delivered by Central San to CCWD to serve Sys existing industrial customers, resulting in th�Toation of up to 22,000 anro_feet per year of new raw water supply e NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL PROMISES HEREINAFTER PROVIDED, THE PARTIES AGREE AS FOLLOWS: 1. TERM a) This MOU shall become effective upon its execution by all Parties. b) This MOU will terminate on June 30, 2019, or when all obligations under this MOU have been performed, whichever occurs first, unless this MOU is terminated pursuant to Article 11, Termination, or extended pursuant to Article 19, Amendmer . 2. PURPOSE The purpose of this MOU is to define the roles and responsibilities of each Party and the timing,for conducting a Preliminary Feasibility Evaluation of the Refinery Recycled Water Exchange Project. 3. KEY ASSUMPTIONS The key assumptions to be investigated as part of this Preliminary Feasibility Evaluation are: a) In general, the Recycled Water Exchange Project will be considered in a manner that provides a betterment for the customers served by the Parties, and does not result in any unacceptable net adverse impacts to each respective Party.- or its customers. The estimated „oStS for benefits er MpaGtS will be al'GGated equitably GernmeRSUrate with the benefits reGeived. In evaluating various alternatives for the Recycled Water Exchange Project, Page 2 April 5, 2018 Regular Board Meeting Agenda Packet- Page 89 of 164 Page 5 of 23 DRAFT the benefits and costs for all Parties will be developed as a foundation for any proposals that can be discussed and agreed among the Parties on how to move forward with the Recycled Water Exchange Project. b) CCWD currently serves two oil refineries approximately 22,000 acre-feet per year of raw high quality surface water, which primaFily of water received from the Central Valley Project (CVP) under CCWD's CVP water supply contract.. and/or CCWD's Los Vaqueros Water Right. CCWD is willing to explore nhanning that water si app +„offer recycled water to these customers in lieu of their current deliveries and if one or both of these customers desires to proceed, an appropriate amount of CCWD's supplies could be used to facilitate an exchange arrangement w4-14whereby SCVWD would be provided there are ne negative rate imnaGts and the nhange in water supply seg erne meets with the water q uali4 forgone CCWD supply subject to CCWD's operational and quantityschedule requirements for the refineries �T. c) Central San has available treated wastewater supply that could be recycled through further treatment, and be provided to CCWD to serve the two oil refineries near Central San's wastewater treatment plant. d) SCVWD is interested in exploring how the newly available CCWD CVP water could be transported or exchanged in the most beneficial way to improve its water supply reliability at a cost that the SCVWD Board believes is acceptable to its ratepayers. e) Delta resource impacts such as water quality, Delta outflow, and aquatic species impacts will be explored as part of the environmental review process, if the Refinery Recycled Water Exchange Project moves forward. f) CCWD shall handle all communications with its refinery customers regarding this evaluation. 4. WORK TO BE PERFORMED The preliminary feasibility evaluation of the Refinery Recycled Water Exchange Project will be completed with in-kind services and cooperative input from the Parties. The Parties will develop a work plan to outline the specific tasks to be completed (Work Plan). Topics to be covered in the Work Plan include: refinery recycled water quality and reliability, project yield, conveyance options and constraints, cost, and cost allocation. 5. TIMELINE The Parties will work together to develop the Work Plan within 4560 days of execution of this MOU and complete the Preliminary Feasibility Evaluation by the end of calendar year 2018w;thi; 1 the after evelopment of Work Plan The work shall he nemnleteid by-vune 30, 2049. . Page 3 April 5, 2018 Regular Board Meeting Agenda Packet- Page 90 of 164 Page 6 of 23 DRAFT 6. REGULATORY APPROVALS, ENVIRONMENTAL APPROVALS, ENVIRONMENTAL COMPLIANCE AND ENVIRONMENTAL REVIEWS The Parties agree that the work contemplated in this MOU is for evaluation purposes only and is, therefore, exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines that exempt projects involving only feasibility or planning studies for future actions which have not been approved, adopted, or funded. If a project resulting from this evaluation moves forward, all appropriate environmental reviews will be conducted at that time. 7. RESPONSIBILITIES OF THE PARTIES Central San shall be the Project Manager of the overall evaluation effort; however, the Parties shall have unique responsibilities that will be identified in teethe Work Plan that will be developed by staff of the respective Parties. General responsibilities of all Parties are as follows: a) Work cooperatively to develop the Work Plan and complete the Preliminary Feasibility Evaluation. b) Commit staff time to work with staff from other Parties. c) Share relevant engineering, permitting, regulatory and operational information regarding its own facilities, studies, and permits with other Parties for the benefit of the evaluation. ^letwithstar,diRg the Parties shall maintain in nenfi`tenne er Will Rot d'SGIOSG, display, provide, or make available aRy dOGUmeRtS GORtaiRiRg GORfideRtial water faGility data to aRy perSOR other thaR the Parties URIess writt permission is graRterl d) Provide access to facilities and operational data that may be needed for conducting the preliminary feasibility evaluation (such as intakes, conveyance/distribution facilities, treatment plants, interties, etc.). If needed, commit staff time to conduct necessary analysis of its own facilities, permits, operational data, procedures or requirements, or any other data needed for consideration and share the information with other Parties. Access to facilities will be consistent with, and will follow, the facility owner's, security and standard safety and notification requirements. e) All Parties will, upon reasonable advance written notice, make available for inspection to the other Parties all records, books and other documents directly relating to the Work Plan as well as any other work related to water supply institutional arrangements and agreements that are required for conducting the preliminary feasibility evaluation. e)f)Provide appropriate level of oversight and review of any work products. f)g�Coordinate with the other Parties on all media outreach, media responses, and messaging-, `"'hinh will he agreed to by all Parties+ prior to any media outreach. Page 4 April 5, 2018 Regular Board Meeting Agenda Packet- Page 91 of 164 Page 7 of 23 DRAFT h) The Parties, and any consultants retained by a Party or Parties, shall maintain the confidentiality of, and will not disclose, display, provide, or make available, any documents shared by a Party which contain confidential water facility data to any person other than another Party, unless written permission is granted by the sharing Party. Confidential documents shall be returned to the sharing Party at the expiration or termination of this MOU, or at any other time at the request of the sharing Party. Confidential data shall be identified as such at the time shared. 8. IN-KIND SERVICES The Parties agree that in-kind services (i.e. in-house staff resources) will be used to complete this Preliminary Feasibility Evaluation, with each Party covering the cost for its own in-kind staff work. Activities undertaken by ony either Party in furtherance of this MOU shall be at that Party's sole cost and expense, unless otherwise agreed to in writing by all the Parties pursuant to Article 19, Amendment. 9. INDEMNIFICATION To the extent permitted by State law, each Party will indemnify, defend and hold all other Parties and their directors, officers, agents, and employees safe and harmless from any and all claims, suits, judgments, damages, penalties, costs, expenses, liabilities and losses (including without limitation, sums paid in settlement of claims, actual attorneys' fees, paralegal fees, consultant fees, engineering fees, expert fees and any other professional fees) that arise from or are related in any way to each Party's, it,�soGiates' , employees' subeensultantsor Qtkeage directors, officers, agents, and employees negligent acts, errors or omissions, or willful misconduct, in the performance of this MOU. 10.DISPUTES Any claim that a Party may have against another Party or Parties regarding the performance of this MOU including, but not limited to, claims for compensation will be submitted to the other Party or Parties.- within threesi-x- months of its accrual. Parties will attempt to negotiate a resolution of such claim and, if necessary, process an amendment to this MOU or enter into a settlement agreement to implement the terms of any such resolution. 11.TERMINATION If an individual Party elects to terminate its participation in this MOU, it may do so by delivering to each remaining Party a written notice of intention to terminate. Termination shall take ef ^+hD be effective ten days folio 4pgfrom the ri ccciptdate of the notice . Page 5 April 5, 2018 Regular Board Meeting Agenda Packet- Page 92 of 164 Page 8 of 23 DRAFT 11MAINTENANCE AND INSPECTION OF BOOKS, RECORDS AND REPORTS 12.At�-RELEASE OF INFORMATION The approval of all Parties wi'', 'n--apo reaSenahle advaR +ften Rot+Ee-make available for iRspeGtiOR to the other Parties all reGords, books and o doGumeRts direGtly relating to the Work MaR as well as aRY other work relate water supply inctit itienal arrangements and greementS that areis required tet y+GR seting the preliminary feasibility evaluation. Drier to prior to the release of information developed pursuant to this MOU other than in response to a Public Records Act request, a-subpoena, or court order, all draft. In the event of a request pursuant to the Public Records Act, subpoena, or court order, the Parties shall meet and confer regarding disclosure. Should a Party object to disclosure of certain documents or information-4as, the objecting Party shall, at its own expense and risk, be provided the opportunity to he apprGved by all Parties fpr finalozatien and release-.seek a protective order to prevent disclosure. 13.MOU NOT A PRECEDENT The Parties intend that the provisions of this MOU will not bind the Parties as to the provisions of any future MOU or agreement between them. 14. NOTICES Any notice, demand, or request made in connection with this MOU must be in writing and will be deemed properly served if delivered in person or sent by United States mail, postage prepaid, to the addresses specified below: If to Central San: Roger S. Bailey General Manager Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 If to CCWD: Jerry Brown General Manager Contra Costa Water District PO Box H2O Concord, CA 94524 If to SCVWD: Norma J. Camacho Chief Executive Officer Santa Clara Valley Water District Page 6 April 5, 2018 Regular Board Meeting Agenda Packet- Page 93 of 164 Page 9 of 23 DRAFT 5750 Almaden Expressway San Jose, CA 95118 15.NO THIRD-PARTY BENEFICIARIES No third-party beneficiaries are intended or created by this MOU. 16.SEVERABILITY If any term or provision of this MOU is deemed invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it will not affect the validity of any other provision, which will remain in full force and effect. 17.COMPLETE MOU Other than as specified herein, no document or communication passing between the Parties to this MOU will be deemed to be part of this MOU. 18.ASSIGNMENT This MOU is not assignable either in whole or in part, except upon mutualthe written consent of the eseach and every non-assigning Party. 19.AMENDMENT AND WAIVE Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this MOU shall be valid unless made in writing and signed by all Parties. Waiver by any Party of the default, breaGh or GonditioOR preGedeRt, shall RE) GonStrUGted as a waiver of any other default, breaGh or GonditiOR precedent, or aRy right here in e- 20.SUCCESSORS This MOU shall bind the successors of the Parties in the same manner as if they were expressly named. 21.INTERPRETATION This MOU shall be deemed to have been prepared equally by all Parties, and its individual provisions shall not be construed or interpreted more favorably for one Party on the basis that th�eranother Party or Parties prepared it. Page 7 April 5, 2018 Regular Board Meeting Agenda Packet- Page 94 of 164 Page 10 of 23 DRAFT 22.INTEGRATION This MOU represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. 23.WAIVER The waiver of on„ timeWaiver by any Party of its right with respent tE a default., breach or other matteisiniv in nnnnentien with this MOU willcondition precedent, shall not be deemedconstructed as a waiver by that Party with respeGt teof any other or subsequent default or rnattcerr., breach, or any right hereunder. 24.GOVERNING LAW AND VENUE This MOU is governed by and will be interpreted in accordance with the laws of the State of California. Venue shall be in the Superior Court of the County of Contra Costa. 25.COUNTERPARTS This MOU may be executed in counterpart. Facsimile, including email, and electronic signatures shall be binding. Page 8 April 5, 2018 Regular Board Meeting Agenda Packet- Page 95 of 164 Page 11 of 23 DRAFT This MOU will be effective as of the date of the last date SigReasignature below. CENTRAL CONTRA COSTA SANITARY DISTRICT Roger S. Bailey Katie Young General Manager Secretary of the District Date Approved as to form: Kenton L. Alm District Counsel Page 9 April 5, 2018 Regular Board Meeting Agenda Packet- Page 96 of 164 Page 12 of 23 DRAFT CONTRA COSTA WATER DISTRICT Jerry Brown Mary A. Neher General Manager District Secretary Date Approved as to form: Doug Coty District Legal Counsel Page 10 April 5, 2018 Regular Board Meeting Agenda Packet- Page 97 of 164 Page 13 of 23 DRAFT SANTA CLARA VALLEY WATER DISTRICT Norma J. Camacho Chief Executive Officer Date Approved as to form: Anthony T. Fulcher Senior Assistant District Counsel Page 11 April 5, 2018 Regular Board Meeting Agenda Packet- Page 98 of 164 Page 14 of 23 DRAFT MEMORANDUM OF UNDERSTANDING BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT CONTRA COSTA WATER DISTRICT AND SANTA CLARA VALLEY WATER DISTRICT TO CONDUCT A PRELIMINARY FEASIBILITY EVALUATION OF THE REFINERY RECYCLED WATER EXCHANGE PROJECT This Memorandum of Understanding (MOU) is made and entered into on this day of , 2018, by and between Central Contra Costa Sanitary District (Central San), Contra Costa Water District (CCWD) and the Santa Clara Valley Water District (SCVWD), all special districts created by Legislature of the State of California. All three agencies hereinafter may be referred to individually as "Party" or collectively as "Parties." RECITALS 1. WHEREAS, California's semiarid and changing climate, its ambitious and evolving economy, and its continually growing population contribute to water management challenges; and 2. WHEREAS, the Parties recognize that integrated utilization of capacity in existing infrastructure, new interconnections and/or facilities, and water exchanges may provide water supply reliability and/or water quality benefits to multiple agencies and the public and businesses we serve; and 3. WHEREAS, it is a Central San strategic goal to embrace technology, innovation, and environmental sustainability by exploring partnering opportunities to augment the Region's water supply; and 4. WHEREAS, it is the mission of CCWD to strategically provide a reliable supply of high quality water at the lowest cost possible in an environmentally responsible manner; and CCWD is completing the environmental review of the Phase 2 Los Vaqueros Reservoir Expansion Project with several local agencies participating in the ongoing planning studies; and 5. WHEREAS, it is the mission of SCVWD to provide Silicon Valley safe, clean water for a healthy life, environment, and economy, and SCVWD is currently updating its Water Supply Master Plan, which describes the new water supply investments the District is planning to make to achieve its water supply reliability target, the anticipated schedule of those investments, and the associated costs and benefits of the investments; and Pagel April 5, 2018 Regular Board Meeting Agenda Packet- Page 99 of 164 Page 15 of 23 DRAFT 6. WHEREAS, CCWD and SCVWD are members of the Bay Area Regional Reliability Partnership, which is working to develop regional solutions to enhance water supply reliability, leverage existing infrastructure investments, facilitate water transfers during critical shortages, and improve climate change resiliency for the benefit all Bay Area residents; and 7. WHEREAS, the Bay Area Regional Reliability Partnership prepared a Drought Contingency Plan that evaluated several potential drought mitigation measures, including the construction of the Transfer-Bethany Pipeline a key intertie facility included in the Phase 2 Los Vaqueros Reservoir Expansion Project; and 8. WHEREAS, the Parties are interested in conducting a preliminary feasibility evaluation of an innovative water exchange arrangement in which recycled water from Central San could be made available to SCVWD, and where such recycled water, in lieu of raw water, through an exchange arrangement, would be delivered by Central San to CCWD to serve existing industrial customers. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL PROMISES HEREINAFTER PROVIDED, THE PARTIES AGREE AS FOLLOWS: 1. TERM a) This MOU shall become effective upon its execution by all Parties. b) This MOU will terminate on June 30, 2019, or when all obligations under this MOU have been performed, whichever occurs first, unless this MOU is terminated pursuant to Article 11, Termination, or extended pursuant to Article 19, Amendment. 2. PURPOSE The purpose of this MOU is to define the roles and responsibilities of each Party, and the timing, for conducting a Preliminary Feasibility Evaluation of the Refinery Recycled Water Exchange Project. 3. KEY ASSUMPTIONS The key assumptions to be investigated as part of this Preliminary Feasibility Evaluation are: a) In general, the Recycled Water Exchange Project will be considered in a manner that provides a betterment for the customers served by the Parties, and does not result in any unacceptable net adverse impacts to each respective Party or its customers. In evaluating various alternatives for the Recycled Water Exchange Project, the benefits and costs for all Parties will be developed as a foundation for any proposals that can be discussed and Page 2 April 5, 2018 Regular Board Meeting Agenda Packet- Page 100 of 164 Page 16 of 23 DRAFT agreed among the Parties on how to move forward with the Recycled Water Exchange Project. b) CCWD currently serves two oil refineries approximately 22,000 acre-feet per year of high quality surface water, which consists of water received from the Central Valley Project (CVP) under CCWD's CVP water supply contract and/or CCWD's Los Vaqueros Water Right. CCWD is willing to offer recycled water to these customers in lieu of their current deliveries and if one or both of these customers desires to proceed, an appropriate amount of CCWD's supplies could be used to facilitate an exchange arrangement whereby SCVWD would be provided with the forgone CCWD supply subject to CCWD's operational and schedule requirements. c) Central San has available treated wastewater supply that could be recycled through further treatment, and be provided to CCWD to serve the two oil refineries near Central San's wastewater treatment plant. d) SCVWD is interested in exploring how the newly available CCWD CVP water could be transported or exchanged in the most beneficial way to improve its water supply reliability at a cost that the SCVWD Board believes is acceptable to its ratepayers. e) Delta resource impacts such as water quality, Delta outflow, and aquatic species impacts will be explored as part of the environmental review process, if the Refinery Recycled Water Exchange Project moves forward. f) CCWD shall handle all communications with its refinery customers regarding this evaluation. 4. WORK TO BE PERFORMED The preliminary feasibility evaluation of the Refinery Recycled Water Exchange Project will be completed with in-kind services and cooperative input from the Parties. The Parties will develop a work plan to outline the specific tasks to be completed (Work Plan). Topics to be covered in the Work Plan include: refinery recycled water quality and reliability, project yield, conveyance options and constraints, cost, and cost allocation. 5. TIMELINE The Parties will work together to develop the Work Plan within 45 days of execution of this MOU and complete the Preliminary Feasibility Evaluation by the end of calendar year 2018. 6. REGULATORY APPROVALS, ENVIRONMENTAL APPROVALS, ENVIRONMENTAL COMPLIANCE AND ENVIRONMENTAL REVIEWS The Parties agree that the work contemplated in this MOU is for evaluation purposes only and is, therefore, exempt from the requirements of the Page 3 April 5, 2018 Regular Board Meeting Agenda Packet- Page 101 of 164 Page 17 of 23 DRAFT California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines that exempt projects involving only feasibility or planning studies for future actions which have not been approved, adopted, or funded. If a project resulting from this evaluation moves forward, all appropriate environmental reviews will be conducted at that time. 7. RESPONSIBILITIES OF THE PARTIES Central San shall be the Project Manager of the overall evaluation effort; however, the Parties shall each have unique responsibilities that will be identified in the Work Plan that will be developed by staff of the respective Parties. General responsibilities of all Parties are as follows: a) Work cooperatively to develop the Work Plan and complete the Preliminary Feasibility Evaluation. b) Commit staff time to work with staff from other Parties. c) Share relevant engineering, permitting, regulatory and operational information regarding its own facilities, studies, and permits with other Parties for the benefit of the evaluation. d) Provide access to facilities and operational data that may be needed for conducting the preliminary feasibility evaluation (such as intakes, conveyance/distribution facilities, treatment plants, interties, etc.). If needed, commit staff time to conduct necessary analysis of its own facilities, permits, operational data, procedures or requirements, or any other data needed for consideration and share the information with other Parties. Access to facilities will be consistent with, and will follow, the facility owner's, security and standard safety and notification requirements. e) All Parties will, upon reasonable advance written notice, make available for inspection to the other Parties all records, books and other documents directly relating to the Work Plan as well as any other work related to water supply institutional arrangements and agreements that are required for conducting the preliminary feasibility evaluation. f) Provide appropriate level of oversight and review of any work products. g) Coordinate with the other Parties on all media outreach, media responses, and messaging, prior to any media outreach. h) The Parties, and any consultants retained by a Party or Parties, shall maintain the confidentiality of, and will not disclose, display, provide, or make available, any documents shared by a Party which contain confidential water facility data to any person other than another Party, unless written permission is granted by the sharing Party. Confidential documents shall be returned to the sharing Party at the expiration or termination of this MOU, or at any other time at the request of the sharing Party. Confidential data shall be identified as such at the time shared. Page 4 April 5, 2018 Regular Board Meeting Agenda Packet- Page 102 of 164 Page 18 of 23 DRAFT 8. IN-KIND SERVICES The Parties agree that in-kind services (i.e. in-house staff resources) will be used to complete this Preliminary Feasibility Evaluation, with each Party covering the cost for its own in-kind staff work. Activities undertaken by any Party in furtherance of this MOU shall be at that Party's sole cost and expense, unless otherwise agreed to in writing by all the Parties pursuant to Article 19, Amendment. 9. INDEMNIFICATION To the extent permitted by State law, each Party will indemnify, defend and hold all other Parties and their directors, officers, agents, and employees safe and harmless from any and all claims, suits, judgments, damages, penalties, costs, expenses, liabilities and losses (including without limitation, sums paid in settlement of claims, actual attorneys' fees, paralegal fees, consultant fees, engineering fees, expert fees and any other professional fees) that arise from or are related in any way to each Party's, directors, officers, agents, and employees negligent acts, errors or omissions, or willful misconduct, in the performance of this MOU. 10.DISPUTES Any claim that a Party may have against another Party or Parties regarding the performance of this MOU including, but not limited to, claims for compensation will be submitted to the other Party or Parties within three months of its accrual. Parties will attempt to negotiate a resolution of such claim and, if necessary, process an amendment to this MOU or enter into a settlement agreement to implement the terms of any such resolution. 11.TERMINATION If an individual Party elects to terminate its participation in this MOU, it may do so by delivering to each remaining Party a written notice of intention to terminate. Termination shall be effective ten days from the date of the notice. 12.RELEASE OF INFORMATION The approval of all Parties is required prior to the release of information developed pursuant to this MOU, other than in response to a Public Records Act request, subpoena, or court order. In the event of a request pursuant to the Public Records Act, subpoena, or court order, the Parties shall meet and confer regarding disclosure. Should a Party object to disclosure of certain documents or information, the objecting Party shall, at its own expense and risk, be provided the opportunity to seek a protective order to prevent disclosure. Page 5 April 5, 2018 Regular Board Meeting Agenda Packet- Page 103 of 164 Page 19 of 23 DRAFT 13.MOU NOT A PRECEDENT The Parties intend that the provisions of this MOU will not bind the Parties as to the provisions of any future MOU or agreement between them. 14. NOTICES Any notice, demand, or request made in connection with this MOU must be in writing and will be deemed properly served if delivered in person or sent by United States mail, postage prepaid, to the addresses specified below: If to Central San: Roger S. Bailey General Manager Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 If to CCWD: Jerry Brown General Manager Contra Costa Water District PO Box H2O Concord, CA 94524 If to SCVWD: Norma J. Camacho Chief Executive Officer Santa Clara Valley Water District 5750 Almaden Expressway San Jose, CA 95118 15.NO THIRD-PARTY BENEFICIARIES No third-party beneficiaries are intended or created by this MOU. 16.SEVERABILITY If any term or provision of this MOU is deemed invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it will not affect the validity of any other provision, which will remain in full force and effect. 17.COMPLETE MOU Other than as specified herein, no document or communication passing between the Parties to this MOU will be deemed to be part of this MOU. Page 6 April 5, 2018 Regular Board Meeting Agenda Packet- Page 104 of 164 Page 20 of 23 DRAFT MASSIGNMENT This MOU is not assignable either in whole or in part, except upon the written consent of each and every non-assigning Party. 19.AMENDMENT Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this MOU shall be valid unless made in writing and signed by all Parties. 20.SUCCESSORS This MOU shall bind the successors of the Parties in the same manner as if they were expressly named. 21.INTERPRETATION This MOU shall be deemed to have been prepared equally by all Parties, and its individual provisions shall not be construed or interpreted more favorably for one Party on the basis that another Party or Parties prepared it. 22.INTEGRATION This MOU represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. 23.WAIVER Waiver by any Party of a default, breach or condition precedent, shall not be constructed as a waiver of any other or subsequent default, breach, or any right hereunder. 24.GOVERNING LAW AND VENUE This MOU is governed by and will be interpreted in accordance with the laws of the State of California. Venue shall be in the Superior Court of the County of Contra Costa. 25.COUNTERPARTS This MOU may be executed in counterpart. Facsimile, including email, and electronic signatures shall be binding. Page 7 April 5, 2018 Regular Board Meeting Agenda Packet- Page 105 of 164 Page 21 of 23 DRAFT This MOU will be effective as of the date of the last signature below. CENTRAL CONTRA COSTA SANITARY DISTRICT Roger S. Bailey Katie Young General Manager Secretary of the District Date Approved as to form: Kenton L. Alm District Counsel Page 8 April 5, 2018 Regular Board Meeting Agenda Packet- Page 106 of 164 Page 22 of 23 DRAFT CONTRA COSTA WATER DISTRICT Jerry Brown Mary A. Neher General Manager District Secretary Date Approved as to form: Doug Coty District Legal Counsel Page 9 April 5, 2018 Regular Board Meeting Agenda Packet- Page 107 of 164 Page 23 of 23 DRAFT SANTA CLARA VALLEY WATER DISTRICT Norma J. Camacho Chief Executive Officer Date Approved as to form: Anthony T. Fulcher Senior Assistant District Counsel Page 10 April 5, 2018 Regular Board Meeting Agenda Packet- Page 108 of 164