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HomeMy WebLinkAboutContracts & Agreements_218-2024COOPERATIVE AGREEMENT AMONG THE SAN BERNARDINO MUNICIPAL WATER DEPARTMENT AND THE PARTNERING AGENCIES REGARDING THE REGIONAL BIOSOLIDS PROGRAM FEASIBILITY STUDY (PHASE 1) PROJECT This Cooperative Agreement ("Agreement') is entered into and effective this 4th day of December, 2024 by and among the City of San Bernardino Municipal Water Department ("SBMWD"), and the Partnering Agencies listed below. SBMWD and the Partnering Agencies are each sometimes referred to herein individually as a "Party" and are collectively referred to herein as the "Parties." PARTNERING AGENCIES A. Coachella Valley Water District ("CVWD") B. Colton, City of ("Colton") C. Corona, City of ("Corona") D. Eastern Municipal Water District ("EMWD") E. East Valley Water District ("EVWD") F. Elsinore Valley Municipal Water District ("EVMWD") G. Los Angeles County Sanitation Districts ("LA County San") H. Moulton Niguel Water District ("MNWD") I. Orange County Sanitation District ("OC San") J. Ramona Municipal Water District ("RMWD") K. Redlands, City of ('Redlands") L. Western Municipal Water District ("WMWD") M. Western Riverside County Regional Wastewater Authority ("WRCRWA") SBMWD, CVWD, Colton, Corona, EMWD, EVWD, EVMWD, LA County San, MNWD, OC San, RMWD, Redlands, WMWD, and WRCRWA are all collectively referred to herein as "Partnering Agencies." RECITALS A. WHEREAS, at present, SBMWD and all Partnering Agencies are local and/or regional governmental utilities that own and/or operate wastewater treatment plants ("WWTPs"); and B. WHEREAS, the Parties each currently treat and then legally dispose of sewage sludge generated during the treatment of domestic sewage in a treatment works ("biosolids") at one or more of many permitted locations in accordance with Title 40 Chapter I Subchapter Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 1 of 19 O Part 503 "Standards for the Use or Disposal of Sewage Sludge" promulgated by the United States Environmental Protection Agency (USEPA; "EPA 503"); and C. WHEREAS, The Parties have decided to consider alternative options for the disposal of biosolids in the future; and D. WHEREAS, the Parties desire to discuss the feasibility of establishing and governing a regional, publicly -owned facility or facilities ("Regional Biosolids Program") to legally treat and dispose of the biosolids generated at their respective WWTPs in compliance with EPA 503 regulations in a manner that will maximize the benefits to the Parties and their ratepayers (hereinafter, the "Project"); and E. WHEREAS, the Parties desire to share the costs associated with the preparation of a Phase I Feasibility Study for the Project to cover the Scope of Work attached hereto as Exhibit A ("Study"); and F. WHEREAS, the Parties desire to share equally in the cost of the Study and wish to memorialize their agreement to pay for such costs as set forth in this Agreement. NOW THEREFORE, the Parties hereto agree as follows: AGREEMENTS A. Lead Agencv. The Parties agree that SBMWD will act as the lead agency in the selection and engagement of a consultant for the preparation of the Study in accordance with its procurement rules. Nevertheless, SBMWD shall consult with Partnering Agencies in both the preparation of any request for proposals and in the selection process. Partnering Agencies agree to participate in these processes, including participating in the review of proposals and in interviews of consultants. B. Cost Sharing. The Parties agree to share equally in the cost of the Study. a. Anticipated Cost. The Parties acknowledge the anticipated cost of the Study shall not exceed $500,000.00. SBMWD anticipates that a minimum of nine (9) Partnering Agencies intend to participate in the Study. Each Party's participation, therefore, shall not exceed $50,000.00 without prior written notice and approval by all Parties, hereto. b. Actual Cost and Billing. Upon completion of the selection process for the consultant, SBMWD shall submit an invoice to each Partnering Agency for its share of the cost of the Study. Payment shall be made within 45 days following receipt of the invoice. If following the selection process, the consultant costs exceed the anticipated cost, an amendment to this Agreement shall be sought prior to engagement of the consultant. c. Subsequent Phases. If the Project moves forward after the completion of the Study, the Parties may enter into further participation or cost -sharing agreements for any subsequent phase that will be responsible for the Project going forward. Nothing herein shall bind any Party to participate in a subsequent phase or bind any particular cost -sharing mechanism. Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 2 of 19 C. Proiect Management. a. Good Faith. The Parties agree to work together in good faith. b. Party Obligations. The Parties agree to comply with the obligations required of each Party as set forth in Exhibit A (occasionally indicated as "Owner"), as it relates to each of them individually. c. Responsiveness. The Parties agree to respond in a timely fashion to all requests for information or promptly advise SBMWD and the selected consultant with the expected date that the information will be provided. SBMWD shall respond to Party inquiries regarding Project status in a timely fashion. d. Proiect Manager. Each Party will designate one Project Manager that will be the primary point of contact for day-to-day project management and communications not intended to be an official notice (which will be sent to the address indicated on the signature page for that Party). e. Monthly Meeting. SBMWD will hold no less than one videoconference meeting per month on a recurring basis to provide a status update to the Parties. Upon selection and engagement of a consultant for the Study, the consultant shall be present for these meetings. Special in -person workshops may be held as deemed necessary. D. Miscellaneous Provisions. Text. a. Amendment. Termination and Assignment. This Agreement may not be amended, changed, modified, terminated, or assigned, except in accordance with the express provisions of this Agreement or with the written consent of all parties hereto. b. Execution in Counterpart. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. C. Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit, action, or proceeding brought under the scope of this Agreement shall be brought and maintained to the extent allowed by law in the County of San Bernardino. d. Sections: Headings. Headings at the beginning of each section and subsection are solely for convenience and reference and are not part of this Agreement. e. No Construction Against Drafter. The Parties hereby acknowledge that they have reviewed this Agreement and concur that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of any provision of this Agreement. f. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the respective Parties to this Agreement. No Party may assign its interests in or obligations under this Agreement without the written consent of the other Parties. Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 3 of 19 g. Effective Date: Term. This Agreement shall become effective as of the first date set forth above. This Agreement shall continue in full force and effect until completion and distribution of the Study ("Term"). If the proposed cost of the Study exceeds the anticipated cost set forth in Section B.a., and the Parties are unable to agree to amend the Agreement to increase the participation costs, any Party may terminate the Agreement. Upon the end of the Term, this Agreement shall expire without further action or acknowledgement from any Party hereto. h. Severability. If any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining parts of the Agreement shall remain in full force and effect. Authority. Each signatory of this Agreement represents that they are duly authorized to execute this Agreement on behalf of the Party for which such signatory executes this Agreement. Each Party represents that it has the appropriate legal authority to enter into this Agreement and to perform all obligations under this Agreement. j. Compliance with Law. In performing their respective obligations under this Agreement, the Parties shall comply with and conform to all applicable laws, rules, regulations, and ordinances. k. Attorneys' Fees. Except as otherwise expressly provided herein, each Party who files any action or brings any action or proceeding against the other arising from this Agreement, seeks resolution of disputes pursuant to this Agreement or is made a party to any action or proceeding brought by any other person or governmental entity, shall bear its own costs and fees. I. Approvals. Approvals required by the Parties, or any officers, agents or employees of either Party, shall not be unreasonably withheld and approval or disapproval shall be given within a reasonable time. m. Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Third Party Beneficiaries. This Agreement and the performance of the Parties' obligations hereunder are for the sole and exclusive benefit of the Parties. No person or entity who or which is not a signatory to this Agreement shall be deemed to be benefited or intended to be benefited by any provision hereof, and no such person or entity shall acquire any rights or causes of action against any Party hereunder as a result of a Party's performance or non-performance of its obligations under this Agreement. o. Relationship of Parties. The Parties agree and intend that they are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them. Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 4 of 19 below: IN WITNESS HEREOF, the Parties have executed this Agreement on the dates set forth [SIGNATURE PAGES FOLLOW] Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 5 of 19 CITY OF SAN BERNARDINO MUNICIPAL_ WATER DEPARTMENT Miguel J. Guerrero, P-E, General Manager Notifications to: Dated: /d /4 /.2 y Kevin T. Stewart, P.E., Director of Water Reclamation San Bernardino Municipal Water Department 399 Chandler Place San Bernardino, CA 92408 Phone: (909) 453-6213 E-mail: kevin.stewartaPsbmwd.org Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 6 of 19 COACHELLA VALLEY WATER DISTRICT By: W. 7n. 6a' , Dated: 12/10/2024 J.M. Barrett General Manager Notifications to: J.M. Barrett, General Manager Coachella Valley Water District P.O. Box 1058 Coachella, CA 92236 Phone: (760) 398-2651 E-mail: 'barrett cvwd.or Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 7of19 CITY OF COLTON By; 4wmr Dated: l i r ?0 ?-PZ r William R. Smith City Manager Notifications to: Bassam Alzammar, Water/Wastewater Operations Manager City of Colton — Water Utilities Department 160 S. 10'h Street Colton, CA, 92324 Phone: 4909) 370-6101 E-mail: balzamrnarAcoltonca; ov Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 8 of 19 Docusign Envelope ID; AA00794E-9B804943-8BF0-BD83B5CE7904 CITY OF CORONA Signe d by: By C1 nlbb 12/11/2024 Dated: Tom Moody Director of Utilities Notifications to: Torn Moody, Director of Utilities City of Corona 755 Public Safety Way Corona, CA 92878 Phone: (951) 736-2477 E-mail: tom. mood coronaca. ov Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 9 of 19 EASTERN M Nil IPAL WATER DISTRICT By: � Dated: r ?.oZ Joe M awad, E Gene Manager Notifications to: Ken Tagney, Director of Water Reclamation Eastern Municipal Water District 2270 Trumble Road Perris; CA 92570 Phone: (951) 928-3777 x-6255 E-mail: tagneyk@emwd.org Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 10 of 19 EAST VALLEY WATER DISTRICT By. Dated: Michael Moore, P.E. General Manager/CEO Notifications to: Michael Moore, P.E., General Manager/CEO East Valley Water District 31111 Greenspot Road Highland, CA 92346 Phone: (909) 889-9501 E-mail: mmooreC@eastyalley.org Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 11 of 19 #NORE VALLEY MUNICIPAL WATER DI By' Dated: 9ssie Arellano L , Wastewater Operations Manager Notifications to: Jessie Arellano, Wastewater Operations Manager Elsinore Valley Municipal Water District 31315 Chaney Ave Lake Elsinore, CA 92530 Phone: (951) 674-3146 E-mail: Larells►na wt vnwd ti t Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 12 of 19 LOS ANGELES COUNTY SANITATION DISTRICTS Dated: December 9, 2024 Robert Ferrante Chief Engineer and General Manager Notifications to: Matt Hutton, Civil Engineer Los Angeles County Sanitation ❑istricts 1955 Workman Mill Road Whittier, CA 90601 Phone: (559) 580-4070 E-mail: matthewhutton(a)lacsd.org Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 13of19 MOULTON NIGUEL WATER DISTRICT By. 4&4�2�� Dated: - f 0 ZZ4 Matt Collings, P.E. Assistant General Manager Notifications to: David Larsen, P.E., Director of Infrastructure and Reuse Moulton Niguel Water District 26161 Gordon Road Laguna Hills, CA 92653 Phone: (949) 425-3578 E-mail: dlarsenO)mnwd,com Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 14 of 19 ORANGE COUNTY SANITATION DISTRICT By: Dated: l Z 7 ZdZ 5- Rob Thompson General Manager Notifications to: Matt Smith, Senior Regulatory Specialist Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 Phone: (949) 614-9445 E-mail., msmith@ocsan.gov Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 15 of 19 RAMONA MUNICIPAL WATER DISTRICT By: Dated: I Erica Wolski, P.E. General Manager Notifications to: Erica Wolski, P.E., General Manager Ramona Municipal Water District 105 Earlham St Ramona, CA 92065 Phone: (760) 788-2214 E-mail: ewolski(a).rmwd.org Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 16 of 19 CITY OF REDLAN i By: C�. Ja R. Harris Municipal Utilities & Engineering Director Notifications to: Dated, I WJ V /Zo 2 LI Fernando Mata, Wastewater Utility Manager City of Redlands 35 Cajon St. Suite 15A Redlands, CA 92373 Phone: (909) 841-3142 E-mail: fmata@cityofrediands.org Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 17 of 19 WESTERN MUNICIPAL WATER DISTRICT v By: Dated: 1� (Gen rai Miller, P.E. raI Manager Notifications to: Brian Noh, P.E., Operations Field Manager Western Municipal Water District 14651 El Sobrante Road Riverside, CA 92503 Phone: (951) 789-5710 E-mail: bnoh@Awmwd.com Regional Biosolids Program Feasibility Study Cooperative Agreement December 2024 Page 18of19 WESTERN RIVERSIDE COUNTY REGIONAL WASTEWATER AUTHORITY By; Dated: 4. Gary Miller WRCRWA Administrator Notifications to: Brian Noh, P.E., Operations Field Manager Western Municipal Water District 14651 El Sobrante Road Riverside, CA 92503 Phone: (951) 789-5710 E-mail:,bnoh 'W; Wd°com Regional Biosolids Program Feasibility Study Cooperative Agreement December2024 Page 19 of 19