HomeMy WebLinkAboutSonoma County Water Agency 2017-03-09sly: s:\techw\agreements\1415-014.docx version: 10/31/2016 9:30:00 AM
een�t -4`/6/'7-J"76
TW 14/15-014
Cooperative Agreement for Implementation of the Sonoma -Mendocino
Immediate Drought Relief Project
This agreement ("Agreement") is by and between Sonoma County Water Agency ("Water
Agency") and City of Ukiah ("City"). The Effective Date of this Agreement is the date the
Agreement is last signed by the parties to the Agreement.
RECITALS
A. Prior to the winter rains in 2015-2016, California was in the third year of a significant
drought that had reduced water storage levels to unprecedented low levels and caused
critical water shortages in some communities in Sonoma and Mendocino Counties. Drought
conditions can recur and continue for prolonged periods. The proposed Sonoma -Mendocino
Immediate Drought Relief Project (Project) offers immediate drought relief, long-term
water savings, and addresses potential future drought conditions. The Project will increase
water use efficiency and increase drought resilience in the region for years to come and is in
part a response to the Governor's emergency drought declaration that set a 20 percent
water demand reduction goal. The Project will reduce demand for water from Lake
Mendocino and from local groundwater supplies.
B. The Project will launch a scalable water conservation program in areas affected or
potentially affected by the drought that have not historically implemented water
conservation programs by providing incentives directly to customers.
C. On June 2, 2014, the Department of Water Resources (DWR) released an expedited 2014
Integrated Regional Water Management Drought Grant (Grant) Solicitation, seeking
projects that would provide immediate measurable water savings. The Project was one of
eleven projects submitted on July 21, 2014, to DWR by the North Coast Resource
Partnership. The amount of the Grant award for this Agreement is $15,750. City -provided
funding and Grant money awarded will be used for City water customers (Participants) only.
D. City desires Water Agency's assistance in developing and implementing the City water use
efficiency Program as described in Exhibit A.
E. The Project is designed to provide immediate, long-term water savings and allow the City to
transition into an ongoing conservation program, eventually managed by the City.
F. Water Agency and City do mutually desire to cooperate in the implementation of Project.
In consideration of the foregoing recitals and the mutual covenants contained herein, the
parties hereto agree as follows:
AGREEMENT
1. RECITALS
1.1. The above recitals are true and correct.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project
2. LIST OF EXHIBITS
2.1. The following exhibits are attached hereto and incorporated herein:
a. Exhibit A: Project Summary
b. Exhibit B: Insurance Requirements
3. DEFINITIONS
3.1. For the purposes of this Agreement the following terms and definitions shall be
used:
a. Contractor: Licensed contractor hired to perform contractor work.
b. Participant(s): City -approved water customer(s) who apply to participate in
individual Programs as described in Exhibit A.
c. Funding Match: Minimum amount of City funding.
d. Programs: Components of the Project as identified in Exhibit A.
e. Project: Collectively, the water conservation Programs described in Exhibit
A and related activities that City and Water Agency have agreed to perform
in cooperation. The Project offers immediate drought relief and long-term
water savings which will increase water use efficiency throughout the
Russian River Watershed.
f. Site: The location where Program(s) will be implemented.
g. Water Agency Representative: Water Agency staff assigned to perform
Water Agency's responsibilities.
h. City Representative: City staff assigned to perform City's responsibilities.
i. Water Agency -run Program: Water conservation Programs described in
Exhibit A and implemented for City by Water Agency.
j. City -run Program: Water conservation Programs described in Exhibit A and
implemented by City.
4. COORDINATION
4.1. City shall coordinate work with Water Agency. Contact information:
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project 2
Water Agency
City
Water Agency Representative: Carrie
City Representative: Sean White, or
Pollard, or assigned personnel
assigned personnel
Phone: 707-547-1968
Phone: 707-463-6213
Email: Carrie. Pollard@scwa.ca.gov
Email: swhite@cityofukiah.com
404 Aviation Boulevard
300 Seminary Avenue
Santa Rosa, CA 95403-9019
Ukiah, CA 95482
Remit invoices to:
Remit invoices or payments to:
Susan Bookmyer
Jarod L. Thiele
Same address as above or email:
300 Seminary Avenue
susan.bookmyer@scwa.ca.gov
Ukiah, CA 95482
Remit payments to:
ithiele@citvofukiah.com
Lynne Rosselli
Same address as above or
Email: Lynne.Rosselli@scwa.ca.gov
5. CITY'S RESPONSIBILITIES
5.1. Administration: Administer City -run Programs as described in Exhibit A.
5.2. Applicant Review: Review the Water Agency -submitted list of applicants
requesting to participate in Project to determine if applicant is a qualified
Participant to participate in Project.
5.3. Communication: Provide regular communication monthly via email or phone
with Water Agency Representative on budget tracking and other issues as
required.
5.4. Monthly Status Reports: Provide Water Agency Representative with monthly
status reports of City -run Programs in a form acceptable to Water Agency,
including work progress, a complete cost accounting by Program (including
Funding Match) with backup documentation, and electronic copies of marketing
materials.
5.5. Insurance: With respect to performance of work under this Agreement, City
shall maintain and shall require all of its subcontractors, consultants, and other
agents to maintain, insurance as described in Exhibit B (Insurance
Requirements).
5.6. Record Keeping: Maintain complete and accurate records of all transactions in
compliance with generally accepted accounting principles for enterprise
accounting as promulgated by the American Institute of Certified Public
Accountants and the Governmental Accounting Standards Board. Such records
shall be available to Water Agency at all reasonable times for inspection and
analysis. City will maintain records for at least 7 years after end of Grant, and to
make records available to duly authorized local, state and federal agencies.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project
5.7. Payment: Make payment(s) to Water Agency as specified in Paragraph 7.2.
5.8. Continuing Eligibility: If City is an urban water supplier, must be in compliance
with State Urban Water Management requirements and keep plan current.
5.9. Project Monitoring: will provide access to work sites, records, programs or
procedures in order to ensure compliance with terms and conditions of the
Grant agreement.
5.10. Compliance with Laws: City agrees to comply with all applicable local, state and
federal laws and regulations, in performance of its obligations, and further
agrees to comply with any and all applicable provisions of the Proposition 84
Implementation Agreement.
6. WATER AGENCY'S RESPONSIBILITIES
6.1. Administration: Administer Water Agency -run Programs as described in Exhibit
A.
6.2. Coordination: Coordinate, document, and report on the Programs that Water
Agency performs, including management, administration, budget, and follow-up
of the Programs described in Exhibit A, and respond to incoming calls from City
customers, as needed.
6.3. Collateral Materials: Design Project brochures, applications, and other outreach
materials and provide electronic files to City.
6.4. Contract Administration: Administer contracts with Contractors hired by Water
Agency.
6.5. Quarterly Reports: Prepare quarterly reports summarizing status of Programs
completed by Water Agency and submit the report to City.
6.6. Record Keeping: Water Agency will maintain complete and accurate records of
all Water Agency costs and transactions associated with performance of Water
Agency's responsibilities under this Agreement in compliance with generally
accepted accounting principles for enterprise accounting as promulgated by the
American Institute of Certified Public Accountants and the Governmental
Accounting Standards Board. Such records will be available to City at all
reasonable times for inspection and analysis.
6.7. Insurance: With respect to performance of work under this Agreement, Water
Agency shall maintain and shall require all of its subcontractors, consultants, and
other agents to maintain, insurance as described in Exhibit B (Insurance
Requirements).
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project
7. FUNDING
7.1. Project Maximum Obligation: The Project under this agreement shall not exceed
$23,250.
a. Water Agency -run Programs: Estimated City obligation for Water Agency -
run Programs: $7,500. Grant funding for Water Agency -run Programs is
estimated to be $15,750. Water Agency -run Programs cost estimated at
$23,250.
7.2. Payment to Water Agency:
Amount: City shall pay Water Agency for services and materials incurred by
Water Agency under this Agreement. Reimbursement amount shall be
determined based on actual costs of expenses: applicable materials and
services, including plumber services.
Invoices: Water Agency will invoice City monthly for reimbursement of
expenses incurred by Water Agency for Project. Invoices submitted to City
by Water Agency shall include a complete cost accounting by Program and
be clearly marked with "Cooperative Agreement for Implementation of the
Sonoma -Mendocino Immediate Drought Relief Project, Project Activity Code
X0080D039." Upon receipt, review, and approval of invoice, City shall pay
Water Agency for costs as authorized herein and itemized in said invoice(s).
7.3. If costs run over the amount listed in paragraph 7.1 above for City -run Programs,
and are approved by City pursuant to paragraph 7.4, below, City shall pay for
services and materials incurred.
7.4. The amount listed in paragraph 7.1 above for City's obligation for Water Agency -
run Programs, is a maximum not to exceed amount. If this amount is projected
to be exceeded, Water Agency shall give City a four week written notice and City
will have the opportunity to either maintain that amount or increase it to an
amount mutually agreed to by both parties.
8. TERM OF AGREEMENT
8.1. This Agreement shall expire on December 31, 2019, unless terminated earlier in
accordance with the provisions of Article 9 (Termination).
9. TERMINATION
9.1. This Agreement may be terminated by either party for any reason upon thirty
calendar days' written notice. Water Agency's right to terminate may be
exercised by Water Agency's General Manager. Water Agency shall be
reimbursed for all expenses incurred up to the date of termination. City's right to
terminate may be exercised by its City Manager.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project
10. AUTHORITY TO AMEND AGREEMENT
10.1. Changes to the Agreement may be authorized only by written amendment to
this Agreement, signed by both parties. Notwithstanding this authority, neither
Water Agency nor City is under any obligation to approve such amendments.
11. INDEMNIFICATION
11.1. Each party shall defend, indemnify, hold harmless, and release the other, its
officers, agents, and employees, from and against any and all actions, claims,
damages, liabilities, or expenses that may be asserted by any person or entity,
including the parties, to the extent that such actions, claims, damages, liabilities,
or expenses arise out of the negligence or willful misconduct of the indemnifying
party in connection with its performance under this Agreement. This
indemnification obligation is not limited in any way by any limitation on the
amount or type of damages or compensation payable to or for the indemnifying
party or its agents under workers' compensation acts, disability benefits acts, or
other employee benefit acts.
12. MISCELLANEOUS PROVISIONS
12.1. No Bottled Water: In accordance with Water Agency Board of Directors
Resolution No. 09-0920, dated September 29, 2009, no Water Agency funding
shall be used to purchase single -serving, disposable water bottles for use in
Water Agency facilities or at Water Agency -sponsored events. This restriction
shall not apply when potable water is not available.
12.2. No Waiver of Breach: The waiver by Water Agency of any breach of any term or
promise contained in this Agreement shall not be deemed to be a waiver of such
term or promise or any subsequent breach of the same or any other term or
promise contained in this Agreement.
12.3. Construction: To the fullest extent allowed by law, the provisions of this
Agreement shall be construed and given effect in a manner that avoids any
violation of statute, ordinance, regulation, or law. The parties covenant and
agree that in the event that any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of
the provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated thereby. City and Water Agency acknowledge
that they have each had an adequate opportunity to consult with counsel in the
negotiation and preparation of this Agreement.
12.4. Consent: Wherever in this Agreement the consent or approval of one party is
required to an act of the other party, such consent or approval shall not be
unreasonably withheld or delayed.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project
12.5. No Third -Party Beneficiaries: Except as provided in Article 11 (Indemnification),
nothing contained in this Agreement shall be construed to create and the parties
do not intend to create any rights in third parties.
12.6. Applicable Law and Forum: This Agreement shall be construed and interpreted
according to the substantive law of California, regardless of the law of conflicts
to the contrary in any jurisdiction. Any action to enforce the terms of this
Agreement or for the breach thereof shall be brought and tried in San Rafael, or
in the forum nearest to the city of San Rafael, in the County of Marin.
12.7. Captions: The captions in this Agreement are solely for convenience of
reference. They are not a part of this Agreement and shall have no effect on its
construction or interpretation.
12.8. Merger: This writing is intended both as the final expression of the Agreement
between the parties hereto with respect to the included terms and as a
complete and exclusive statement of the terms of the Agreement, pursuant to
Code of Civil Procedure Section 1856. No modification of this Agreement shall
be effective unless and until such modification is evidenced by a writing signed
by both parties.
12.9. Survival of Terms: All express representations, waivers, indemnifications, and
limitations of liability included in this Agreement will survive its completion or
termination for any reason.
12.10. Time of Essence: Time is and shall be of the essence of this Agreement and every
provision hereof.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date last
signed by the parties to the Agreement.
Rev
UE
Administrative Services
Approved az to form:
By:
Ery O'Donnell, Deputy County Counsel
Reviewed as form:
By: AZ
City orney
City of Ukiah
By:
Cit anag.
Date: / 3 t C,
Sonoma Cc4aty W
By:
Grant Davis
Water Agency General Manager
Authorized per Water Agency's Board
of Directors Action on 8/19/14
Date: f - I / :�
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project 8
Exhibit A
Project Summary
1. WATER AGENCY -RUN PROGRAMS
1.1. The High -Efficiency Fixture Direct Install Program: Water Agency will implement
a direct installation program for retrofitting inefficient fixtures with new high -
efficiency fixtures including toilets, urinals, showerheads, bathroom faucet
aerators, and kitchen faucet aerators. Fixtures will be installed by professional
plumbers contracted by Water Agency under separate contract. The Program
will follow the guidelines below:
Water Agency will offer a maximum of two high -efficiency toilets, toilet
seats, wax rings, bolt kits, toilet recycling, and labor for installation per
residential dwelling unit, and, if necessary, an angle stop with water supply
line, flange or riser. During the installation appointment, the Water Agency -
hired plumber will also check the showers, and bathroom and kitchen sinks
and replace inefficient showerheads and aerators with water -efficient
models. The Water Agency -hired plumber will also perform a leak check at
the water meter. For commercial properties, existing urinals will be
replaced with 0.125 gpf high -efficiency urinals.
b. Participant must receive water from and be in good standing with City.
c. For residential sites, building must be built before 1992 to be eligible for the
fixture replacement.
d. Building must have at least one high -flush (3.5 gpf or more) toilet or (1.0 gpf
or more ) urinal.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project A-1
Exhibit B
Insurance Requirements
City and Water Agency shall maintain insurance, pooled risk coverage and/or self-insurance as
described below unless such insurance has been expressly waived by the attachment of a
Waiver of Insurance Requirements. The insurance shall be maintained for the entire term of
this Agreement.
1. Workers Compensation and Employers Liability Insurance
a. Workers Compensation insurance with statutory limits as required by the Labor Code of
the State of California.
b. Employers Liability with minimum limits of $1,000,000 per Accident; $1,000,000 Disease
per employee; $1,000,000 Disease per policy.
c. Required Evidence of Insurance: Certificate of Insurance or equivalent coverage.
2. General Liability Insurance
a. Commercial General Liability Insurance on a standard occurrence form, no less broad than
Insurance Services Office (ISO) form CG 00 01.
b. Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000
Products/Completed Operations Aggregate.
c. Any deductible or self-insured retention shall be shown on the Certificate of Insurance.
d. Each party will name the State of California, its officers, agents, and employees as
additional insured on its liability insurance for activities undertaken pursuant to this
agreement.
e. Each party's insurance and/or self-insurance program shall be endorsed to cover the
other party as an additional insured for liability arising out of operations under this
Agreement. This coverage shall apply be primary to, and non-contributory with, any
insurance or self-insurance program maintained by the additional insured.
f. The policy shall cover inter -insured suits between the parties and include a "separation
of insureds" or "severability" clause which treats each insured separately.
g. Required Evidence of Insurance:
i. Copy of the additional insured endorsement or policy language granting additional
insured status; and
ii. Certificate of Insurance.
3. Automobile Liability Insurance
a. Minimum Limits: $1,000,000 combined single limit per accident.
b. Insurance shall apply to all owned, hired and non -owned vehicles.
c. Required Evidence of Insurance: Certificate of Insurance.
4. Documentation
a. The Certificate of Insurance must include the following reference: TW # 14/15-014
Sonoma -Mendocino Immediate Drought Relief Project.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project B-1
b. All required Evidence of Insurance shall be submitted prior to the execution of this
Agreement. Each party agrees to maintain current Evidence of Insurance on file with the
other for the entire term of this agreement.
c. Required Evidence of Insurance shall be submitted for any renewal or replacement of a
policy that already exists, at least ten (10) days before expiration or other termination of
the existing policy.
d. Each party shall provide the other with immediate written notice if: (1) any of the required
insurance policies is terminated; (2) the limits of any of the required policies are reduced;
or (3) the deductible or self-insured retention is increased.
S. Policy Obligations
The indemnity and other obligations of the parties shall not be limited by the foregoing
insurance requirements.
Cooperative Agreement for Implementation of the Sonoma -Mendocino Immediate Drought Relief Project B-2
CALIFORNIA. JOINT POWERS
RISK MANAGEMENT AUTHORITY
Accredited with Excellence from the California Association of Joint Powers Authorities
CERTIFICATE OF COVERAGE
Certificate Holder and
Additional Covered Party: The State of California, its officers, agents, and employees
and the City of Ukiah.
404 Aviation Blvd.
Santa Rosa, CA 95403
Attn: Lisa Consani
This certifies that the coverage
Described herein has been issued to: City of Ukiah
Description of Activity: TW # 14/15-014 Sonoma -Mendocino Immediate Drought Relief Project through
December 31, 2019, Upgrade and build Mendocino County and unincorporated areas of Sonoma County.
Date(s) of Activity: November 21, 2016 to December 31, 2019
Location of Activity: Upgrade and build Mendocino County and unincorporated areas, Sonoma County, CA
Entity Providing Coverage
Excess Coverage
Certificate
Expiration Date
California Joint Powers Risk Management Authority
$500,000
excess of
June 30, 2017
$500,000
The following coverage is in effect and is provided through participation in a risk sharing joint powers authority:
general liability and automobile liability pooled self-insurance, as defined in the Memorandum of Coverage on
file with the entity and which will be made available upon request.
The coverage being provided is limited to the activity and the time period indicated herein and is subject to all
the terms, conditions and exclusions of the Memorandum of Coverage of the California Joint Powers Risk
Management Authority.
Pursuant to Section II, subsection 8, relating to the definition of a covered party, the certificate holder named
herein is only an additional covered party for covered claims arising out of the activity described herein and is
subject to the limits stated herein.
Coverage is in effect at this time and will not be cancelled, limited or allowed to expire at a date other than that
indicated herein except upon 30 days written notice to the certificate holder.
eb ar 9 2017
ae
Authorized Signature
Certificate Number: 2016-2017-COC1541
David J. Clovis, ARM, General Manager
Name and Title (Print or type)
3201 Doolan Road, Suite 285 • Livermore, CA 94551 • Phone (925) 837-0667 • FAX (925) 290-1543
Opportunity. Diversity. Service.
COUNTY OF SONOMA
HUMAN RESOURCES DEPARTMENT
Christina Cramer, HR Director
Employment • Classification • Employee Relations • EEO Training • Risk Management
n�
County of Sonoma
Human Resources - Risk Management Division
575 Administration Dr. Ste. 116C
Santa Rosa, CA 95403
(707) 565-2942
Subject: County of Sonoma Evidence of Self -Insurance Coverage Year 2016
Covered Entities: County of Sonoma, Sonoma County Agriculture Preservation and Open Space District, Sonoma
County Community Development Commission, Sonoma County Fair and Exposition, Inc.,
Sonoma County Harvest Fair, Sonoma County Water Agency
Policy Periods: GL and WC - July 1, 2016 through July 1, 2017
To Whom It May Concern:
The County of Sonoma is self-insured for general and automobile liability covering bodily injury and property damage, and
maintains a self-insured retention of $1,000,000 per occurrence. Excess liability coverage is obtained through participation
in the California State Association of Counties Excess Insurance Authority (CSAC-EIA) with limits in excess of $1,000,000
with no aggregate. Additionally, this coverage includes Errors & Omissions.
The State of California, its officers, agents, and employees and the City of Ukiah are to be considered as additional insured,
but only for the acts of the County and its employees pertaining to, and during the term of, the below captioned agreement.
The County of Sonoma is permissibly self-insured for workers' compensation for its employees and volunteers. Excess
workers' compensation coverage with statutory limits is obtained through participation in the CSAC-EIA.
Sincerely,
Marcia Chadbourne
Risk Manager
Letter Requested By:
Name: Lisa Consani
Agency: Sonoma County Water
Date: November 21, 2016
Certificate Holder/Contract Name: City of Ukiah / TW # 14/15-014 Sonoma -Mendocino Immediate Drought Relief
Project, through December 31, 2019
c o u N T V O P
SONOMA
575 Administration Drive, Suite 116B • Santa Rosa, CA 95403 • Telephone (707) 565-2331 • Fax (707) 565-3770 • www.sonoma-county.org
SONOMA
C O U N T Y
WATER
A c EN, C)
CF/47-0-21 Ukiah, City of (Coop Agree for the
Sonoma -Mendocino Immediate Drought Relief Project)
TW 14/15-014 (ID 5115)
March 10, 2017
Sean White
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
RE: COOPERATIVE AGREEMENT FOR IMPLEMENTATION OF THE SONOMA-MENDOCINO
IMMEDIATE DROUGHT RELIEF PROJECT (CITY OF UKIAH)
Dear Sean:
Enclosed is your fully signed copy of the subject agreement.
Sincerely,
Lisa Consani
Technical Writing Specialist
Enc
Carrie Pollard
Accounting/Purchasing
Joan Hultberg
pa\\T1Pinks\03-06-2017\1415-014 Itr exec.docx
404 Aviation Boulevard - Santa Rosa, CA 95403-9019 • (707) 526-5370 - Fax (707) 544-6123 - www.sonomacountywater.org/