HomeMy WebLinkAboutRussian River Watershed Association 2005-03-01 i
AMENDMENT ONE TO THE MEMORANDUM OF UNDERSTANDING CREATING
THE RUSSIAN RIVER WATERSHED ASSOCIATION
This Amendment One to the Memorandum of Understanding Creating the Russian
River Watershed Association is made and entered into pursuant to the provisions of
California Government Code Section 6500, et seq. by and between the parties to the
Memorandum of Understanding Creating the Russian River Watershed Association. In
accordance with subparagraph B.6(c) of the Memorandum of Understanding Creating
the Russian River Watershed Association, this Amendment One will take effect and
bind the parties to the Memorandum of Understanding Creating the Russian River
Watershed Association upon approval of the governing bodies of 4/5's of the parties to
that Memorandum of Understanding. Such approval shall be evidenced by the
signatures of the authorized representatives of such parties in Exhibit A, which is
attached to and made a part of this Amendment One. Parties in addition to those to the
Memorandum of Understanding Creating the Russian River Watershed Association may
become parties to the Memorandum of Understanding, as amended, upon signature of
an authorized representative of such additional party as evidenced in Exhibit A to this
Amendment One. This Amendment One may be executed in counterparts.
The Memorandum of Understanding creating the Russian River Watershed
Association is hereby amended to read as follows:
Section A. Recitals:
1. Each of the parties to this MOU is a local government entity functioning
within the watershed of the Russian River.
2. The parties desire to establish a watershed association in order to facilitate
partnerships across political boundaries that promote the ecological vitality of the
Russian River watershed.
3. It is to the parties' mutual advantage and benefit to develop and implement
cooperative restoration and protection efforts throughout the watershed and promote a
regional alliance that supplements local government programs.
4. The parties hereto plan to develop joint proposals for funding and to obtain
public support for local, state, federal, and other funding opportunities for programs that
implement the mission and goals of the Association.
5. The parties hereto recognize the value of using common resources
effectively.
6. The parties hereto desire to be proactive on watershed-based regulatory
issues which affect areas beyond traditional political boundaries.
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7. The parties hereto desire to educate the communities in the Russian River
watershed about the importance of watershed stewardship.
8. The parties hereto wish to coordinate on local, state and federal policies and
programs.
9. The parties hereto find that promoting the stewardship of the Russian River
watershed resources is in the public interest and for the common benefit of all within the
Russian River watershed.
10. The parties recognize that there are current and future regulatory
requirements which apply to water resources in the Russian River watershed affecting
one or more of said parties, and that these multiple regulatory requirements may result
in conflicts whenever one party's response to a regulatory requirement affects other
requirements and/or parties. The parties find that sharing information and coordinating
efforts in such circumstances may benefit the parties, the Russian River Watershed,
and the communities within it. By this MOU, the parties intend to facilitate such
information sharing and coordination.
Section B. General Provisions:
1. Definitions. As used in this MOU, the following words and phrases shall
have the meanings set forth below unless the context clearly indicates otherwise.
(a) "MOU" shall mean this memorandum of understanding.
(b) "Association" shall mean the Russian River Watershed Association.
(c) "Board of Directors" shall mean the board composed of representatives
from the parties to this MOU.
(d) "Party" or"Parties" shall mean the signatories to this MOU.
(e) "Watershed" shall mean the entire Russian River watershed. A map
depicting the boundaries of the watershed is attached hereto and incorporated
herein as Exhibit B.
(f) "Administrative Agency" shall mean that Party to this MOU authorized
pursuant to paragraph B 12 to enter into contracts and perform other
administrative functions on behalf of the Parties to this MOU.
2. Purpose. This MOU is being entered into in order to carry out the mission,
goals and objectives stated herein and as stated in the mission and goals
attached hereto and incorporated herein as Exhibit C.
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3. Eligibility Requirements. Only local and/or regional public agencies
regulated under the Porter Cologne Water Quality Control Act, Water Code
513020 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the federal
Safe Drinking Water Act, 42 U.S.C. § 300f et seq., and/or the state Safe
Drinking Water Act, Health & Safety Code § 116275 et seq., that operate
within or have jurisdiction over any area within the boundaries of the
watershed of the Russian River are eligible to be parties to this MOU and
participate in the Association.
4. Subsidiaries as Parties. Agencies that are a subsidiary of another Party or
that share the same governing body as another Party may be a Party if they meet the
eligibility requirements in Paragraph B.3 of this MOU and pay the full costs of
participation.
5. Advisory Committees. One or more Advisory Committees to the
Association may be established by the Board of Directors to be composed of any
associations, organizations, private groups, owners and managers of land within the
watershed and other interested persons or entities who reside or work within the
watershed and who are supportive of the purposes of this Association and of any State
and federal agencies with regulatory authority over or an interest in the watershed. The
Board of Directors shall approve the size and make up of any Advisory Committee and
shall set the length of terms of members and appoint persons to the Committee.
6. Membership of the Board of Directors.
The governing body of the Association shall be a Board of Directors consisting of a
representative from each Party. The governing board of each Party shall appoint one
representative and one alternate representative.
7. Voting Requirements.
(a) Each member of the Board of Directors shall have one vote. With the
exception of the items set forth in subsections (b) and (c) below and as otherwise
specked herein or pursuant to applicable law, if a quorum is present, the
affirmative vote of the majority of members of the Board of Directors present is
required to approve any item. However, an affirmative vote of a majority of the
Board of Directors present is sufficient to adjourn a meeting, whether or not a
quorum is present. In addition to conducting the regular business of the
Association, the Board of Directors shall authorize all contracts and amendments
thereto entered into by the Administrative Agency on behalf of the Parties to the
MOU, prior to Administrative Agency entering into such contracts and
amendments and shall authorize acceptance of work under any such contract
prior to the Administrative Agency accepting such work on behalf of the Parties to
the MOU; except that the Board of Directors may authorize the Administrative
Agency to enter into, modify or accept work under any contract in an amount not
to exceed $10,000.
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(b) If a quorum is present, the affirmative vote of two-thirds of the
members of the Board of Directors present shall be required to adopt or modify
the budget and to authorize the Administrative Agency to enter into, modify or
accept work under any contract in excess of$10,000.
(c) Approval of the governing bodies of four-fifths of the Parties shall be
required to modify this MOU.
8. Quorum. The presence of a sufficient number of members of the Board of
Directors to equal or exceed a majority of the seats on the Board of Directors shall
constitute a quorum for purposes of meetings and transacting business.
9. Terms of Office. Each member of the Board of Directors shall serve at the
pleasure of his or her appointing body and may be removed as a member of the Board
of Directors by the appointing body at any time. If at any time a vacancy occurs on the 1
Board of Directors, a replacement shall be appointed by the Party to fill the unexpired
term of the previous representative within ninety (90)days of the date that such position
becomes vacant.
10. Alternates. Alternate representatives to the Association shall be
empowered to cast votes in the absence of the regular member of the Board of
Directors or, in the event of a conflict of interest preventing the regular member of the
Board of Directors from voting, to vote because of such a conflict of interest.
11. Officers of the Association. The Board of Directors of the Association shall
elect a Chair, a Vice-Chair and such other officers from the Board of Directors, as the
Board of Directors deems appropriate. In electing a Chair and Vice-Chair, the Board of
Directors shall encourage the election of individuals who are elected officials of the
Parties. Such officers shall serve for a term of one (1)year unless sooner terminated at
the pleasure of the Board of Directors. The duties of the Chair and Vice-Chair are as
follows:
(a) Chair. The Chair shall represent the Board of Directors and, subject to
the approval of the Board of Directors, oversee and carry out the affairs of the
Association and the activities of the officers of the Board of Directors, the staff,
and consultants. The Chair shall perform all duties incident to the office and such
other duties as may be required to carry out this MOU or which may be prescribed
from time to time by the Board of Directors.
(b) Vice-Chair. The Vice-Chair shall serve as the Chair in the absence of
the regularly-elected Chair. In the event both the Chair and Vice-Chair are absent
from a meeting which would otherwise constitute a quorum and a temporary Chair
was not designated by the Chair at the last regular meeting, any Board member
may call the meeting to order, and a temporary chair may be elected by majority
vote to serve until the Chair or Vice-Chair is present.
12. Administrative Agency. The Parties hereby designate The City of Ukiah to
act as the Administrative Agency for the purpose of carrying out the provisions of this
MOU. Pursuant to the provisions of Government Code Section 6509, the authority
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delegated herein to the Administrative Agency shall be subject to the restrictions upon
the manner of exercising power applicable to the Administrative Agency, including but
not limited to the purchasing ordinances and purchasing procedures of the
Administrative Agency. The Administrative Agency, on behalf of the Association, shall:
(a) provide for notice of and agendas for all meetings of the
Association in accordance with the Ralph M. Brown Act (Chapter 9 (commencing
with section 54950)of Part 1 of Division 2 of Title 5 of the Government Code) or
with any successor provision;
(b) through its staff or through any staff, executive director, or consultants
authorized pursuant to Paragraph B. 15, award and administer such contracts as
may be authorized by the Board of Directors;
(c) through its controller and treasurer act as the financial officer or
functional equivalent and be*the depositor and have custody of all money of the
Association from whatever source. The Administrative Agency shall draw
warrants to pay demands for expenditures authorized by the Board of Directors
or by its authorized representative pursuant to any delegation of authority
authorized by the Board of Directors. The Administrative Agency shall cause an
independent annual audit of the Association's finances to be made by a certified
public accountant;
(d) determine charges to be made against the Association for its
services. Payment of these charges by the Administrative Agency, on behalf of
the Association, shall be subject to the approval of the Board of Directors;
(e) complete the tasks identified in Paragraphs B. 16, B. 17, B. 18 and B.
23 if the Board of Directors has not designated another Party or person to
complete the tasks.
The Administrative Agency may resign its position as Administrative Agency.
Except as otherwise provided in Paragraph B.25 of this MOU, such resignation will
become effective 120 days after the Administrative Agency has given written notice to
all Parties to the MOU in accordance with Paragraph B.29 of the MOU. The {
Administrative Agency must transfer all funds and records held on behalf of the
Association to any designated successor Administrative Agency by the resignation
effective date. The Board of Directors may designate a successor Administrative
Agency. If the Board of Directors does not designate a successor Administrative
Agency before the resignation of the current Administrative Agency becomes effective,
this MOU will terminate in accordance with Paragraph B.25.
13. Clerk and Legal Counsel. The Board of Directors of the Association may
appoint a cleric and legal counsel, as it deems appropriate. The clerk and/or legal
counsel may be appointed from the staff of one of the Parties, with the consent of the
governing body of the Party. If the clerk and/or legal counsel is appointed from the staff
of one of the Parties, the governing body of that Party may determine charges to be
made against the Association for the services of the clerk and/or legal counsel.
Payment of these charges by the Administrative Agency, on behalf of the Association,
shall be subject to the approval of the Board of Directors. The clerk and/or legal counsel
may also be retained by the Administrative Agency pursuant to Paragraph B. 16.
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14. Executive Director. The Board of Directors of the Association may appoint
an Executive Director who shall be responsible to the Board of Directors for the proper
and efficient administration of the Association as directed by the Board of Directors
pursuant to the provisions of this MOU or of any resolution or order of the Board of
Directors. The Executive Director may be appointed from the staff of one of the Parties
or the Executive Director may be retained by the Administrative Agency pursuant to
Paragraph B. 15.
The Executive Director may be authorized to:
(a) carry out action and direction from the Board of Directors as necessary;
(b) under the policy direction of the Board of Directors, plan, organize and
supervise Association activities;
(c) authorize the Administrative Agency to pay expenditures within the
designations and limitations of the budget approved by the Association; and
(d) make recommendations to and requests of the Board of Directors
concerning any matter which is to be performed, done or carried out by the Board
of Directors.
15. Staff and Consultants. The Administrative Agency may, pursuant to
Paragraph B. 12 and subject to prior approval by the Board of Directors, employ or
contract for any staff, including an Executive Director, or consultants as may be
reasonably necessary to carry out the purposes of this MOU. If an employee from any
Party performs staff or consulting work for the Association, the governing body of that
Party may determine charges to be made against the Association for the services of
that employee. Payment of these charges by the Administrative Agency,.on behalf of
the Association, shall be subject to the approval of the Board of Directors.
16. Annual Work Plan. Within ninety days after the first meeting of the Board of
Directors, and each year by January 1, the Association shall prepare an annual work
plan describing the work to be done by the Association in the ensuing fiscal year. The
work plan shall segregate all work of the Association into two categories: overhead and
programs. Work falling into the category of programs will be further segregated into
sub-categories: programs of general benefit to all Parties and programs of specific
benefit to one or more Parties. For each program, the work plan will set forth
information including the following:
(a) the purpose of the program;
(b) the method by which the program will be carried out;
(c) the products to be produced by the program;
(d) the schedule for carrying out the program;
(e) the responsibility for carrying out the program; and
(f) the budget for the program.
The work plan will be prepared in three parts. Part A shall consist of the
information on overhead. Part B shall consist of the information on programs of general
benefit to all Parties. Part C shall contain the information on the programs of specific
benefit to one or more Parties. The work plan shall become effective when approved by
a two-thirds majority vote of a quorum of the Board of Directors.
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17. Annual Budget. Within ninety days after the first meeting of the Board of
Directors of the Association, and thereafter by March 318t, prior to the commencement
of each fiscal year(defined as July 1 through June 30), the Board of Directors shall
adopt a budget for the ensuing fiscal year. The budget shall include, but not be limited
to, the following parts, with funding sources identified:
Part A of the budget shall set forth the cost of overhead and the allocation of
overhead cost among Parties; 11
Part B of the budget shall set forth the cost of programs of general benefit and the 1
allocation of costs of such programs among Parties;
Part C of the budget shall set forth the cost of programs of specific benefit to one
or more.Parties and the allocation of costs among participating Parties.
The budget shall become effective when approved by a two-thirds majority vote of a
quorum of the Board of Directors.
18. Allocation of Costs.
(a) Costs for work described in Parts A and B of the annual work plan shall
be allocated equally among each of the Parties as follows:
(i) One half of these costs shall be allocated equally among each of
the Parties;
(ii) One half of these costs shall be allocated among Parties in
proportion to each Party's annual operating budget as defined by the Board
of Directors and excluding amounts devoted to municipal electric utility
operations. The operating budget for counties shall be prorated based on
the percentage of the area of each county located within the Russian River
watershed.
(b) Costs for work described in Part C of the annual work plan shall be
allocated among those Parties participating in the programs in direct proportion to
the benefits received by each Party in a manner established by the Board of
Directors at the time each program of specific benefit is approved or revised.
19. Dues and Allocated Costs. The Board of Directors shall have the authority
to assess initial dues for Parties not to exceed $5,000. The Board of Directors shall
also have the authority to assess each Party for costs set out in the annual budget,
adopted pursuant to paragraph B.17, and consistent with the allocation of costs,
adopted pursuant to paragraph B.18. Parties who join partway through a fiscal year
will be assessed dues, not to exceed $5,000, for their Part A and Part B allocation of
costs. For their Part C allocation, for projects of specific benefit to the Party, in which
the Party elects to participate, the Party will be assessed on a case-by-case basis.
20. Liability and Indemnity. This MOU is not intended to affect the legal liability
of any of the Parties by imposing any standard of care other than the standard of care
that applies by law.
(a) Except as provided in subparagraph(b) below, no Party or official, officer,
employee, agent or volunteer of a Party is responsible for any liability, loss,
damage, claims, expenses, or costs (including, but not limited to, attorney's fees
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or costs, and fees of litigation and other proceedings), (collectively, "Claims"), that
result from anything any other Party or official, officer, employee, agent or
volunteer of another Party does or fails to do concerning this MOU. In
accordance with California Government Code Section 895.4, each Party agrees to
indemnify, defend and hold harmless the other Parties and their officers, officials,
employees, agents and volunteers from and against any and all Claims that result
from anything such indemnifying Party or its officials, officers, employees, agents
or volunteers does or fails to do concerning this MOU.
(b)The Parties acknowledge that the Administrative Agency will enter and
administer contracts and perform administrative functions on behalf of the Parties
pursuant to paragraph B.12 of this MOU. Accordingly, and notwithstanding
anything to the contrary in this paragraph B.20 or this MOU, the Parties agree to
provide a common defense to any Claims against the Administrative Agency that
arise from the activities of the Administrative Agency under paragraph B.12 of this
MOU. If any such Claim is made against the Administrative Agency, the Parties
shall meet and agree on the manner of providing that defense and on the
equitable sharing of the costs thereof and of any settlement or judgment.
21. Termination of Participation.
(a) Causes. The participation and rights of Parties shall terminate on the
occurrence of any of the following:
(1) the voluntary resignation of a Party with notice as prescribed by
Subparagraph B.21(b) below;
(2) the nonpayment of dues or assessments subject to the limitations
set forth in Subparagraph B.21(c) below; or
(3) the occurrence of an event which renders an entity no longer
eligible to be a Party in accordance with Paragraph B.3.
(b) Resignation by Giving Notice. Any Party may terminate its participation
in the Association by giving written notice of resignation to the Administrative
Agency and Chair of the Board of Directors in accordance with paragraph B.29.
Such resignation will take effect sixty (60) days after giving notice of resignation in
accordance with this subparagraph and paragraph B.29. There shall be no refund
of any dues or assessments paid upon such resignation; except that any
payments by a resigning Party for dues or assessments approved by the Board of
Directors for a fiscal year that has not yet commenced as of the resignation
effective date shall be refunded within 30 days of the resignation effective date.
(c) Nonpayment of Dues or Allocated Costs. The participation of any Party
that fails to pay its dues or allocated costs when due or within one hundred and
twenty (120) days thereafter will terminate in accordance with this subparagraph.
Termination for nonpayment will not take effect until the Administrative Agency
has given the non-paying Party written notice of non-payment in accordance with
paragraph B.29 directing the Party to pay all outstanding amounts within fifteen
(15) days of the notice, and the Board of Directors approves termination for non-
payment.
(d) Effect of Termination. All rights of a Party in the Association,pursuant
to this MOU shall cease on the termination of such Party's participation. However,
any obligation for charges incurred or service or benefits actually rendered
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pursuant to this MOU before the effective date of termination will survive such
termination.
22. Procedures. The Board of Directors may adopt bylaws, rules of conduct of
meetings, and operating procedures. The administrative procedures and policies of a
Party may be adopted by the Association.
23. Reports to Parties. Each year the Executive Director or another person
designated by the Board of Directors, shall submit a written report to the governing body
of each of the Parties. This report shall describe the technical and financial activities of
the Association during the preceding year.
24. Offices. The location for the principal office of the Association shall be the
principal office of the Administrative Agency.
25. Termination. This MOU shall remain in effect until terminated by approval
of the governing bodies of four-fifths of the Parties or until the Administrative Agency
has given notice of resignation pursuant to paragraph B. 12 and no other Party has
been designated to act as Administrative Agency, and all debts and liabilities of the
Association have been settled,and any remaining property, funds, assets and interests
held on behalf of the Association are disposed of in accordance with paragraph B.26. If
the Administrative Agency has given notice of resignation in accordance with paragraph
B.12, and the Board of Directors has not appointed a successor Administrative Agency
within 120 days of such notice, then the Administrative Agency will continue to act in
that capacity and this MOU will remain in effect until all debts and liabilities of the
Association have been settled and any remaining property, funds, assets and interests
held on behalf of the Association are disposed of in accordance with paragraph B.26.
26. Disposition of Property and Surplus Funds. Prior to the termination of
this MOU, all debts and liabilities of the Association will be settled, and any and all
remaining property, funds, assets, and interests therein held by the Administrative
Agency on behalf of the Association shall become the property of and be distributed to
the Parties. Remaining monies paid by Parties and held in reserve by the
Administrative Agency on behalf of the Association for payment of program costs shall
be returned to the Parties that paid them. All other property, funds, assets, and
interests of the Association that remain after all debts and liabilities of the Association
have been settled shall be distributed by the Administrative Agency to the Parties in
proportion to each Party's contributions to the Association for costs set forth in the
annual budgets.
27. Minutes. The clerk appointed by the Board of Directors of the Association
or, the Administrative Agency if no clerk is appointed, shall cause to be kept minutes of
all meetings of the Board of Directors, and shall cause a copy of the minutes to be
forwarded to each Party.
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28. Effective Date. This MOU shall become effective when at least three
agencies have authorized its execution provided that at least one of the three agencies
is the Administrative Agency.
29. Notice. All notices, bills and payments shall be made in writing and may be
given by personal delivery or by mail. Notices, bills and payments shall be delivered or
mailed addressed to each Party at the address shown on Exhibit A and when so
addressed shall be deemed given upon deposit in the United States mail, postage
prepaid. In all other instances, notices, bills and payments shall be deemed given at the
time of actual delivery. Changes may be made in the names and addresses of the
person to whom notices, bills and payments are to be given by giving written notice
pursuant to this paragraph B. 29.
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Memorandum of Understanding Creating
The Russian River Watershed Association
Exhibit A
[Signature Page]
J salee Raymond Michael Reilly
City of Cloverdale County of Sonoma
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Janet Orchard Rolan
City of Cotati Mendocino County Water Agency
(2n-�T-
Mike McGuire J Pauli
City of Healdsburg endocino County Inland Water and
Power Commission
NEW-
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Jake M cKenzie Paul Kelley,
NQLgjAohnert Park Sonoma County Water A cy
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iityn, fBender Debora Fudge
Santa Rosa Town of Windsor
Mari Rodin
City of Ukiah
Amendment One to the
Memorandum of Understanding Creating !
The Russian River Watershed Association
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Exhibit A
[Signatures]
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Party Name: Tcrari v� Cc�i i�a✓Sor _
Party Address: r1�9/ O/ol d, ���,�/6y, Gc�i:-1�Sdr, CAL
Authorized Signatory(Name &Title): Totu.� Lt
Date of Signature: 3 ! p S-
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Attestation by Clerk of Agency:
Date of Attestation:
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