2015/07/14 City Council Resolution 2015-125RESOLUTION NO. 2015 -125
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING THE PRODUCER/DISTRIBUTOR AGREEMENT
FOR TRANSFER OF THE ROHNERT PARK REUSE SYSTEM AND SUPPLY OF
RECYCLED WATER BETWEEN THE CITY OF SANTA ROSA AND THE CITY OF
ROHNERT PARK AND FINDING THIS ACTION EXEMPT UNDER THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the City of Santa Rosa (Santa Rosa) and the City of Rohnert Park (Rohnert
Park), together with the cities of Cotati and Sebastopol and the South Park Sanitation District, are
partners in the Santa Rosa Subregional Water Recycling System (Subregional System); and
WHEREAS, Santa Rosa, in its role as managing partner for the Subregional System,
owns and operates the existing Rohnert Park Reuse System and in that capacity administers
various user agreements with customers that use recycled water produced by the Subregional
System including customers in and adjacent to Rohnert Park; and
WHEREAS, Santa Rosa, in its role as managing partner for the Subregional System has
adopted policies which encourage the Subregional System to transition from a retail purveyor of
recycled water to customers into a wholesale purveyor of recycled water to local water utilities;
and
WHEREAS, the wholesaler- retailer relationship between the Subregional System and a
local water utility has been successfully developed for the Santa Rosa Urban Reuse System; and
WHEREAS, the wholesaler- retailer relationship maximizes the strengths of both the
Subregional System and the local water utility which benefits both water and sewer ratepayers
including sewer ratepayers in Rohnert Park; and
WHEREAS, Santa Rosa, acting in its role as managing partner for the Subregional
System and Rohnert Park, have negotiated a producer- distributor agreement that will allow a
wholesale - retail relationship to be developed between the Subregional System and Rohnert Park,
for the benefit of both parties and their ratepayers;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it makes the following determinations with regard to the Producer/Distributor
Agreement for Transfer of the Rohnert Park Reuse System and Supply of Recycled Water
between the City of Santa Rosa and the City of Rohnert Park:
Section 1. The foregoing recitals are true and correct and material to this Resolution;
Section 2. The City Council finds and determines that entry into the Producer /Distributor
Agreement for Transfer of the Rohnert Park Reuse System and Supply of Recycled Water
between the City of Santa Rosa and the City of Rohnert Park will continue the use of an existing,
operating recycled water system that is permitted to operate and serve recycled water. Entering
into the Producer /Distributor Agreement for Transfer of the Rohnert Park Reuse System and
Supply of Recycled Water between the City of Santa Rosa and the City of Rohnert Park is
exempt from the California Environmental Quality Act (CEQA) under California Code of
Regulations, Title 14, Division 6, Chapter 3 (CEQA Guidelines ) Section 15301 (b) because the
agreement covers the operation, repair, maintenance, and permitting of an publicly -owned utility.
The City Manager is authorized and directed to file a Notice of Exemption pursuant to the CEQA
guidelines.
Section I The City Council does hereby authorize and approve the Producer /Distributor
Agreement for Transfer of the Rohnert Park Reuse System and Supply of Recycled Water
between the City of Santa Rosa and the City of Rohnert Park.
Section 4. The City Manager is hereby authorized and directed to take all actions to
effectuate this agreement for and on behalf of the City of Rohnert Park, including execution, if
necessary, in substantially similar form to the agreement attached hereto as Exhibit "A," subject
to minor modifications by the City Manager or City Attorney.
DULY AND REGULARLY ADOPTED this 14th day of July, 2015.
CITY OF ROHNERT PARK
AA
Amy O. Ahanotu, Mayor
ATTEST:
_90Anne M. Buergler, City
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EXHIBIT A TO RESOLUTION
PRODUCER/DISTRIBUTOR AGREEMENT FOR TRANSFER OF THE ROHNERT PARK
URBAN REUSE SYSTEM
AND SUPPLY OF RECYCLED WATER
BETWEEN THE CITY OF SANTA ROSA AND THE CITY OF ROHNERT PARK
This Producer/Distributor Agreement for the Transfer of the Rohnert Park Urban Reuse System
and Supply of Recycled Water ( "Agreement ") is made and entered into this _ day of
, 2015, by and between the City of Santa Rosa, a charter city ( "Santa Rosa ") and the
City of Rohnert Park, a general law city ( "Rohnert Park "). Santa Rosa and Rohnert Park may
be referred to herein individually as a "Party" or collectively as the "Parties." This Agreement
is predicated on the following facts and intentions:
RECITALS
A. Santa Rosa and Rohnert Park are parties to the following agreements regarding the use
of the Santa Rosa Subregional Sewage System and /or the use of recycled water:
• Agreement Between the City of Santa Rosa and City of Rohnert Park, City of Sebastopol,
South Park County Sanitation District for the Use of Santa Rosa Subregional Sewage
System, dated April 3, 1975, and as has been subsequently amended on September 1,
1987, October 20, 1987, December 1, 1994, July 1, 2002, and November 19, 2008
(collectively referred to herein as "Master Agreement ");
• User Agreement, dated May 17, 1988 and subsequently amended on May 16, 2011 and
July 1, 2015 , for the use of recycled water for irrigation at Mountain Shadows Golf
Course (currently known as the Foxtail Golf Course);
• User Agreement, dated March 28, 1995, as subsequently amended on May 28, 1996,
March 10, 2015 and June 9 2015 for the use of recycled water from Santa Rosa on
property owned by Rohnert Park, specifically: Dorotea Park, Eagle Park, Sunrise Park,
Community and Recreation Center, Rainbow Park, Colegio Vista Park, Alicia Park,
Benicia Park, Magnolia Park, Public Safety Yard, Rohnert Park Stadium, Rohnert Park
Wastewater Lift Station, Robert's Lake Park and Rohnert Park City Hall; and
• Agreement for Interim Transfer of Capacity dated September 25, 2001, as subsequently
amended on June 10, 2003.
B. Pursuant to the terms and conditions of the Master Agreement, Santa Rosa owns and
operates the Santa Rosa Subregional Sewage System, which includes the Laguna Treatment
Plant. Santa Rosa treats and disposes of all sewerage received from the parties to the Master
Agreement.
C. Sewerage (also referred to as wastewater) is treated at the Laguna Treatment Plant to
tertiary standards. The tertiary treated wastewater (also referred to as effluent, reclaimed water,
or recycled water) is then pumped to storage ponds for disposal by one of three methods: (1)
irrigation /reuse, (2) use in the Geysers Recharge Project, or (3) discharge to the Laguna de Santa
Rosa. Santa Rosa manages these three disposal methods in order to remain in regulatory
compliance independent of weather conditions.
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D. As part of its irrigation /reuse method, Santa Rosa constructed the Rohnert Park Urban
Reuse System, defined in Section 1.23 below, which consists of a series of pumps and piping
that conveys Recycled Water to Customers, defined in Section 1.2 below, pursuant to individual
user agreements ( "User Agreements ").
E. As noted above, Rohnert Park is an Existing Customer, defined in Section 1.3 below, of
the Rohnert Park Urban Reuse System pursuant to several User Agreements for use of Recycled
Water on various city sites. Other Existing Customers of the Rohnert Park Urban Reuse System
include a number of other public and private entities, that each have their own User Agreements
with Santa Rosa. The Rohnert Park Urban Reuse System currently supplies irrigation water to
its Existing Customers and provides between 340 and 400 million gallons of Recycled Water per
year for irrigation, depending on the hydrologic characteristics and irrigation demands in any
given year. The Rohnert Park Urban Reuse System can currently meet a peak irrigation demand
of up to 4,000 gallons per minute.
F. Currently, Santa Rosa owns, operates and maintains the Rohnert Park Urban Reuse
System, contracts directly with Existing Customers for the use of Recycled Water, and bills them
based on their volume of use.
G The State Water Resources Control Board adopted Resolution 2009 -0011 Adoption of a
Policy for Water Quality Control for Recycled Water ( "Recycled Water Policy ") promoting the
use of Recycled Water to achieve sustainable local supplies. Per the Recycled Water Policy the
State Water Resources Control Board found that when used in compliance with the Recycled
Water Policy, Title 22 and all applicable laws, Recycled Water is safe for approved uses and
strongly supports Recycled Water as a safe alternative to raw and potable water supplies for
approved uses.
H. The Parties agree that Recycled Water is a feasible alternative water supply source to
supplement potable and non - potable water demands. California Water Code section 13550
mandates the use of Recycled Water for non - potable uses if feasible and available and the Parties
each use Recycled Water for non - potable purposes within their respective service areas as part of
their water supply portfolio.
I. The Parties agree to cooperate in communication about the value and safety of the non -
potable Recycled Water supply produced by the Subregional System and distributed within each
of their service areas.
J. Rohnert Park is willing to own, operate, maintain and replace the Rohnert Park Urban
Reuse System; to acquire Recycled Water at wholesale rates from Santa Rosa; and to retail
Recycled Water to Customers.
K. Santa Rosa is willing to transfer the Rohnert Park Urban Reuse System to Rohnert Park
and supply Recycled Water at wholesale rates to Rohnert Park, subject to the terms and
conditions of this Agreement.
Now, therefore, for valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:
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AGREEMENT
DEFINITIONS.
1.1 "City Managed Sites" means those real properties that receive Recycled Water
from the Rohnert Park Urban Reuse System which are owned and /or controlled by Rohnert
Park. For the purposes of this Agreement, City Managed Sites includes, but is not limited to,
Dorotea Park, Eagle Park, Sunrise Park, Community and Recreation Center, Rainbow Park,
Colegio Vista Park, Alicia Park, Benicia Park, Magnolia Park, the Public Safety Yard,
Rohnert Park Stadium, Rohnert Park's Wastewater Lift Station, and City Hall. City Managed
Sites shall not include Roberts Lake Park or Foxtail Golf Course.
1.2 "Customer(s)" means any person, group, firm, partnership, corporation,
association property owner or agency, that currently or at any time in the future lawfully
receives and accepts Recycled Water service from the Rohnert Park Urban Reuse System.
1.3 "Existing Customers" means those Customers receiving Recycled Water from
the Rohnert Park Urban Reuse System as of the Effective Date of this Agreement.
1.4 "Force Majure Event" means an act of God, war, fire, earthquake, windstorm,
flood or other natural catastrophe, civil disturbance or disobedience, labor disputes,
vandalism, sabotage, terrorism, restraint by order of a court or administrative agency with
jurisdiction, which Santa Rosa could not reasonably have been expected to avoid and which
by exercise of due diligence has been unable to overcome
1.5 " Foxtail Golf Course" means that property located in Rohnert Park that is
currently operated as two 18 -hole golf courses, which is more particularly described in
Exhibit A hereto, which is incorporated by this reference.
1.6 "General Permit" means the State Water Resources Control Board Order
WQ2014- 0090 -DWQ General Waste Discharge Requirements for Recycled Water Use
adopted on June 3, 2014 as it exists now or may be amended or revised during the term of
this Agreement.
1.7 "Incidental Runoff' shall have that meaning provided for in the NPDES
permit, as may be amended from time to time, and which is currently defined to mean
unintended small amounts (volume) of runoff from Recycled Water use areas where
agronomic rates and appropriate best management practices are being implemented. Water
leaving a Recycled Water use area is not considered incidental if it is due to negligent
maintenance or poor design of the facility infrastructure, if it is due to excessive application,
if it is due to intentional overflow or application, or if it is due to negligence. Incidental
runoff events are typically infrequent, low volume, accidental, not due to a pattern of neglect
or lack of oversight, and are promptly addressed.
1.8 "Interruptible Service" means service of Recycled Water to those sites that
have on -site Recycled Water storage, can use this storage to pressurize their on -site Recycled
Water system, and therefore may have service of Recycled Water that is subject to reduction
or interruption without prior notice.
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1.9 "Maximum Annual Flow" means the maximum metered flow which Santa
Rosa may deliver into the Rohnert Park Urban Reuse System in any one calendar year, which
is more particularly described in Section 3.3.3.
1.10 "Maximum Daily Flow" means the maximum amount of flow which Santa
Rosa may deliver into the Rohnert Park Reuse System through all Points of Delivery in one
day, which is more particularly described in Section 3.3.2.
1.11 "Maximum Peak Flow" means the maximum instantaneous flow that can be
pumped to the Rohnert Park Urban Reuse System through all Points of Delivery, which is
more particularly described in Section 3.3.1.
1.12 "New Customers" means those Customers, excluding Existing Customers,
receiving Recycled Water from the Rohnert Park Urban Reuse System after the Effective
Date of this Agreement.
1.13 "New Facilities" means that infrastructure (e.g. pumps, valves, air release
valves, pressure reducing valves, pipelines, flow meters and associated flow devices, power
supply equipment, control equipment, and other appurtenances) attached to the Rohnert Park
Urban Reuse System after the Effective Date.
1.14 "Non -City Managed Sites" means those real properties utilizing Recycled
Water from the Rohnert Park Urban Reuse System which are not otherwise identified as City
Managed Sites, Foxtail Golf Course, Robert's Lake Park, and /or Sonoma State University.
1.15 "Non- Interruptible Service" means service of Recycled Water that is not
defined as Interruptible Service and is not subject to reduction or interruption except under
the terms of this Agreement or Applicable Law, or by act of Rohnert Park or Santa Rosa
during a shortage situation.
1.16 "NPDES" means the National Pollutant Discharge Elimination System.
1.17 "NPDES Permit" means the NPDES Waste Discharge Requirements and
Master Reclamation Permit for the City of Santa Rosa Subregional Water Reclamation
System issued by the North Coast RWQCB, as it exists now or may be amended or revised
during the term of this Agreement.
1.18 "Points of Delivery" means the locations at which point Santa Rosa delivers
Recycled Water into the Rohnert Park Urban Reuse System. These locations are depicted on
Exhibit B, which is attached hereto and incorporated by this reference.
1.19 "PSI" means pounds per square inch, which is the most common unit of
pressure measurement.
1.20 "Recycled Water" as defined in Title 22, Division 4 of the California
Administrative Code, is water that, as a result of treatment of wastewater, is suitable for
direct beneficial use or a controlled use that otherwise would not occur.
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1.21 "Retailer" means the City of Rohnert Park acting in its role as purchaser of
Recycled Water at wholesale rates and seller of Recycled Water to Customers at retail rates.
1.22 "Roberts Lake Park" means that property located in Rohnert Park that is
currently operated as a public park and fishing pier located west of Roberts Lake Road,
which is more particularly described in Exhibit C hereto, which is incorporated by this
reference.
1.23 "Rohnert Park Urban Reuse System" means that series of pumps, valves, air
release valves, pressure reducing valves, pipelines, flow meters and associated flow devices,
power supply equipment, control equipment, and other appurtenances which transmit and
distribute Recycled Water to Customers beginning from the Points of Delivery and
continuing into Rohnert Park, which system is more particularly identified in Exhibit 13,
which is attached hereto and incorporated by this reference.
1.24 "Rohnert Park Service Area" means the area within the Rohnert Park City
Limits and Rohnert Park Sphere of Influence and Sonoma State University where recycled
water may be served, which is more particularly described in Exhibit B hereto, which is
incorporated by this reference.
1.25 "RWQCB" means the Regional Water Quality Control Board.
1.26 "Runoff' means Recycled Water that is allowed to drain outside the approved
use area that does not meet the definition of Incidental Runoff as defined above.
1.27 "Santa Rosa Subregional Sewage System" or "Subregional System" means
the Santa Rosa subregional water reclamation system which is a publicly owned treatment
work as defined by section 212 of the Clean Water Act, 33 USC 1251 et seq., as may be
amended. This system is the producer of the recycled water delivered to the Rohnert Park
Urban Reuse System.
1.28 "Santa Rosa Subregional Wholesale System" means that series of pumps,
valves, air release valves, pressure reducing valves, pipelines, flow meters and associated
flow devices, power supply equipment, control equipment, pump stations, and other
appurtenances which transmit and distribute Recycled Water to Rohnert Park Urban Reuse
System.
1.29 "Sonoma State University" means that public university that occupies
approximately 269 acres which is generally located south of Rohnert Park Expressway, west
of Petaluma Hill Road, north of East Cotati Avenue and west of Snyder Lane, which is more
particularly described in Exhibit i? hereto, which is incorporated by this reference.
1.30 "Wholesale Recycled Water Rate — Interruptible Service" means the rate per
acre -foot that Santa Rosa charges Rohnert Park for Interruptible Service pursuant to the
terms of this Agreement.
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1.31 "Wholesale Recycled Water Rate — Non - Interruptible Service" means the rate
per acre -foot that Santa Rosa charges Rohnert Park for Non - Interruptible Service pursuant to
the terms of this Agreement.
2. EFFECT ON OTHER AGREEMENTS.
2.1 Master Agreement. The terms of this Agreement shall be subject to those
terms of the Master Agreement which specifically relate to Recycled Water.
2.2 Agreements between the Parties. Except as provided for in Section 2.1,
effective Augustl, 2015, the terms of this Agreement shall supersede the User Agreements
between Santa Rosa and Rohnert Park referenced in the Recitals and originally dated May
17, 1988, and March 28 1995 and March 10, 2015, as these may have been amended.
2.3 User Agreements. The effect of this Agreement on the User Agreements that
Santa Rosa has with Customers other than Rohnert Park, is specified in Section 5.4.1 of this
Agreement.
DELIVERY AND ACCEPTANCE.
3.1 Recycled Water Deliver . Santa Rosa agrees to and shall deliver Recycled
Water to the Rohnert Park Urban Reuse System in the quantity and at the quality and
pressure set forth by the terms and conditions of this Agreement. Rohnert Park agrees to and
shall operate and maintain the Rohnert Park Urban Reuse System in the manner set forth by
the terms and conditions of this Agreement.
3.2 Recycled Water Quality.
3.2.1 Treatment Standard. Santa Rosa shall treat the Recycled Water to be
delivered to the Rohnert Park Urban Reuse System in conformance with the criteria specified by
Current and Anticipated Applicable Laws defined in Sections 4.1 and 4.2, as may be amended
from time to time.
3.2.2 Non - Compliant Water Quality. Should it be determined by either Party
or any applicable regulatory agency that the Recycled Water is out of compliance, the Party shall
immediately: (a) notify the other Party of such determination, and (b) Santa Rosa shall cease
delivery of Recycled Water to the Rohnert Park Urban Reuse System until the Recycled Water is
deemed to be in compliance with applicable regulations by the Party that made the non-
compliance determination. The Party shall provide such notice of non - compliance verbally to the
other Party by telephone as soon as possible but no later than 24 hours from becoming aware of
the circumstance and shall provide a follow -up written confirmation by email on the same day
verbal notice is given.
3.2.3 Resumption of Services. In the event that delivery ceases pursuant to
Section 3.2.2, Santa Rosa shall use its best efforts to reestablish the delivery of Recycled Water
of a conforming nature to the Rohnert Park Urban Reuse System as soon as possible. At such
time, Santa Rosa shall notify Rohnert Park of the availability of Recycled Water verbally by
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telephone, with a follow -up written confirmation by email on the same day verbal notice is
given. Upon receiving written authorization from Rohnert Park, Santa Rosa shall, as soon as
possible, reestablish the delivery of Recycled Water to the Rohnert Park Urban Reuse System.
3.3 Quantity to be Delivered.
3.3.1 Maximum Peak Flow. Santa Rosa shall deliver Recycled Water to the
Rohnert Park Urban Reuse System at a Maximum Peak Flow of: (a) three thousand eight
hundred (3,800) gallons per minute from the twenty -four inch (24 ") pipeline located along the
Laguna de Santa Rosa river, and, (b) two thousand five hundred (2,500) gallons per minute from
the eighteen inch (18 ") pipeline located in Wilfred Avenue, which pipelines are more particularly
depicted on Exhibit S. The aforementioned Maximum Peak Flow establishes limits for Rohnert
Park's retail distribution of Recycled Water only and does not apply to Recycled Water in the
Rohnert Park Urban Reuse System for Santa Rosa's Wheeling purposes as provided for in
Section 3.6.
3.3.2 Maximum Daily Flow. Santa Rosa shall deliver Recycled Water to the
Rohnert Park Urban Reuse System at a Maximum Daily Flow of three and eight tenths (3.8)
million gallons a day (MGD). The aforementioned Maximum Daily Flow establishes limits for
Rohnert Park's retail distribution of Recycled Water only and does not apply to Recycled Water
in the Rohnert Park Urban Reuse System for Santa Rosa's Wheeling purposes as provided for in
Section 3.6.
3.3.3 Current Maximum Annual Flow. Santa Rosa shall deliver to the
Rohnert Park Urban Reuse System a Maximum Annual Flow of four hundred and fifty million
450,000,000 gallons of Recycled Water. The aforementioned Maximum Annual Flow establishes
limits for Rohnert Park's retail distribution of Recycled Water only and does not apply to
Recycled Water in the Rohnert Park Urban Reuse System for Santa Rosa's Wheeling purposes as
provided for in Section 3.6.
3.3.4 Future Maximum Annual Flow. The Parties acknowledge that Rohnert
Park's General Plan anticipates growth in residential and non - residential population and that this
growth will result in more flows to the Subregional System and more recycled water production.
Parties acknowledge that Rohnert Park desires to have a portion of this increased recycled water
production delivered to Rohnert Park and made available as a water supply for new
development. As such, Parties agree that within 12 months of the Effective Date of this
Agreement, they will meet to discuss the development of a mutually acceptable methodology for
accounting for the increased recycled water production and increasing the Maximum Annual
Flow to the Rohnert Park Urban Reuse System.
3.3.5 Pressure. Subject to Maximum Peak Flow and Maximum Daily Flow,
Santa Rosa shall deliver Recycled Water to the pump station located at the intersection of
Rohnert Park Expressway and Stony Point Road, as depicted on Exhibit d, at a pressure ranging
from 75 to 125 PSI, with a minimum pressure of no less than 75 PSI. Santa Rosa shall deliver
Recycled Water to E Station located across from the Laguna Treatment Plant, as depicted on
Exhibit 13, at a pressure ranging from 8 to 15 PSI, with a minimum of no less than 8 PSI.
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3.3.6 Non - Compliant Water Pressure. If either Party determines that Santa
Rosa failed to deliver Recycled Water in the pressure ranges specified in Section 3.3.5 above,
then upon such determination the Party shall, immediately notify the other Party of such
determination. Such notice of non - compliance shall be made verbally to the other Party by
telephone and in writing by email on the same day verbal notice is given. The Parties shall
mutually work together to determine the cause of the non - compliant pressure.
3.4 Flow Limitations.
3.4.1 Upon the occurrence of a Force Majure Event which causes a reduction in
the Recycled Water available for distribution to the Rohnert Park Urban Reuse System, Santa
Rosa shall: (a) as soon as possible, but in any event not later than two (2) days after a Force
Majure Event, notify Rohnert Park of any flow limitations verbally by telephone, with a follow -
up written confirmation by email on the same day verbal notice is given, and (b) use its best
efforts to restore the availability of Recycled Water to normal operations as soon as possible.
3.4.2 Whenever Santa Rosa is planning for system maintenance or improvement
of the Laguna Treatment Plant or other appurtenances that will affect delivery to the Rohnert
Park Urban Reuse System ( "Maintenance Activity "), Santa Rosa shall: (a) as soon as possible,
but in any event not less than one (1) week prior to the Maintenance Activity, notify Rohnert
Park of the date, duration, and nature of the Maintenance Activity verbally by telephone, with a
follow -up written confirmation by email on the same day verbal notice is given, (b) use its best
efforts to schedule said Maintenance Activity at times where demand for Recycled Water is
minimized, such as during non - irrigation seasons, and (c) use its best efforts to limit the duration
of said activities to less than seventy -two (72) hour periods and to restore the availability of
Recycled Water to normal operations as soon as possible upon completion of the Maintenance
Activity.
3.5 Terms of Acce tance. Under this Agreement, Rohnert Park shall not be
required to purchase any set amount of Recycled Water. Without limiting the foregoing, Rohnert
Park shall not be required to purchase Recycled Water if, the quality or pressure of the Recycled
Water is determined not to be compliant as specified in Sections 3.2.2 3.3.5, and /or 3.3.6 hereof
or in the event of flow limitations described in Section 3.4, and Rohnert Park shall not be
obligated to pay for that amount of Recycled Water that is delivered that is not in conformance
with said criteria.
3.6 Wliceling. During the term of this Agreement, Santa Rosa may transmit
Recycled Water from the Laguna Treatment Plant through the Rohnert Park Urban Reuse
System to properties within the cities of Santa Rosa and Cotati, and within unincorporated areas
of Sonoma County, which transmission shall be referred to in this agreement as "Wheel" or
"Wheeling," subject to the requirements of this Agreement. Santa Rosa may Wheel that amount
of Recycled Water which the Rohnert Park Urban Reuse System capacity may reasonably be
expected to accommodate based on the system design criteria, provided that such amount will be
considered to be in addition to the Maximum Peak Flow, Maximum Daily Flow and the Current
or Future Maximum Annual Flow specified in Section 3.3. During the term of this Agreement,
Rohnert Park shall not charge Santa Rosa for Wheeling.
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4. REGULATORY COMPLIANCE.
4.1 Current Applicable !laws. The Parties acknowledge and agree that currently
the disposal and use of Recycled Water within the area served by the Rohnert Park Reuse System
is subject to the requirements of the Federal Clean Water Act, the NPDES Permit issued to Santa
Rosa by the North Coast RWQCB, the Water Reclamation Requirements and Provisions for
Recycled Water Use established by the NPDES Permit, the Porter- Cologne Water Quality Act,
regulations issued by the State Water Resources Control Board Division of Drinking Water,
Titles 17 and 22 of the California Code of Regulations, the California Environmental Quality
Act, regulations issued by the Sonoma County Department of Environmental Health, and all
other federal, state and local recycled water rules, regulations and permits as they exist now or
may be amended or revised during the term of this Agreement ( "Current Applicable Laws ").
4.2 Anticipated El licable Laws. The Parties acknowledge that they are seeking
and expect to receive termination of coverage under the NPDES permit and immediate
subsequent coverage under the General Permit. At such time that coverage under the General
Permit is obtained, the Parties acknowledge and agree that use of Recycled Water within the
area served by the Rohnert Park Reuse System will be subject to the requirements of the Porter -
Cologne Water Quality Act, the General Permit, regulations issued by the California State Water
Resources Control Board Division of Drinking Water, Titles 17 and 22 of the California Code of
Regulations, the California Environmental Quality Act, regulations issued by the Sonoma
County Department of Environmental Health, and all other federal, state and local recycled water
rules, regulations and permits as they exist now or may be amended or revised during the term of
this Agreement ( "Anticipated Applicable Laws ").
The Parties acknowledge and agree that at such time Rohnert Park and Santa Rosa
receive coverage under the General Permit, Rohnert Park shall have no responsibility for any
compliance, reporting or other attendant requirement of the NPDES Permit.
4.3 Obligations.
4.3.1 Santa Rosa's Obligations. Santa Rosa shall be responsible for
compliance with all Current Applicable Laws, including all NPDES Permit requirements, except
as to those requirements expressly transferred to Rohnert Park by this Agreement, until such time
as both Parties are enrolled and regulated by the General Permit. At the time both Parties are
enrolled and regulated by the by the General Permit, Santa Rosa, in its role as Producer, shall be
responsible for delivering Recycled Water that meets the water quality criteria for "tertiary
treated recycled water" as specified by Current Applicable Laws or Anticipated Applicable
Laws, as applicable, and as defined in Sections 4.1 and 4.2.
4.3.2 Rohnert Park's Obligations. Until such time as Rohnert Park is enrolled
and regulated by the General Permit, Rohnert Park shall be responsible for compliance with all
Current Applicable Laws, including NPDES Permit requirements, that are imposed upon
Rohnert Park by this Agreement pursuant to Sections 4.1, 4.4, 5.1, 5.2.2, 5.3, and 5.4.2. Once
Rohnert Park is enrolled and regulated under the General Permit, Rohnert Park shall only be
responsible for its own regulatory compliance with all Anticipated Applicable Laws.
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4.4 Rolinert Park's Regulations.
4.4.1 Establishment. Until such time as Rohnert Park is enrolled and regulated
by the General Permit issued by the State Water Resources Control Board, Rohnert Park shall
require that Customers comply with Santa Rosa rules and regulations relating to: (1) the
installation, construction, modification or expansion of the Rohnert Park Urban Reuse System,
(2) the connection to the Rohnert Park Urban Reuse System, and (3) the use of Recycled Water.
Once Rohnert Park is enrolled and regulated by the General Permit, Rohnert Park may adopt its
own rules and regulations that are consistent with all Anticipated Applicable Laws. This may be
accomplished by reference or modified reference to the rules and regulations of Santa Rosa.
4.4.2 Enforcement. Until such time as Rohnert Park is enrolled and regulated
by the General Permit issued by the State Water Resources Control Board and except as
provided for in Section 5.1.2(a), Rohnert Park shall conduct or coordinate the construction,
inspection and periodic site inspection of its Customers, including New Customers, to ensure
compliance with Santa Rosa rules and regulations and Current Applicable Laws. In the event
Rohnert Park discovers a violation of Current Applicable Laws (except local laws), Rohnert Park
shall report the violation verbally within twenty -four (24) hours and in writing within seventy -
two (72) hours to the RWQCB and notify Santa Rosa of the same. On aquaaerly basis, Rohnert
Park shall furnish copies of reports regarding any Incidental Runoff to Santa Rosa by the 10th of
January, April, July, and October of each calendar year. The reports of Incidental Runoff shall
include the date, location and amount of Incidental Runoff occurring during the prior quarter of
the calendar year as well as corrective actions taken and shall be in a report format provided by
Santa Rosa. Upon request, Rohnert Park shall furnish copies of site inspection reports to Santa
Rosa. Santa Rosa shall be responsible for preparing and submitting all reports to regulatory
agencies as required by the NPDES Permit and other Current Applicable Laws. Once enrolled
and regulated by the General Permit, Rohnert Park shall undertake enforcement consistent with
the General Permit, its adopted rules and regulations and the Anticipated Applicable Laws.
TRANSFER OF ROHNERT PARK URBAN REUSE SYSTEM - FACLITIES
OWNERSHIP, OPERATION AND MAINTENANCE, AND CUSTOMERS
5.1 Facilities.
5.1.1 Grant, Transfer and Conveyance /Records.
(a) By execution of this Agreement, Santa Rosa, on behalf of itself
and its heirs, successors and assigns, hereby agrees to grant, transfer and convey to Rohnert
Park, effective August 1, 2015, of all of its right, title and interest in the public improvements
and other appurtenances of the Rohnert Park Urban Reuse System. By execution of this
Agreement, Rohnert Park, on behalf of itself and its heirs, successors and assigns, hereby
agrees to assume ownership of the Rohnert Park Urban Reuse System effective August 1,
2015. The Parties expressly agree that the terms and conditions of this Agreement constitute
good and valuable consideration for this conveyance. The Parties further agree to execute
such other documents and perform such other acts as may be necessary or desirable to carry
out this conveyance.
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(b) As of the Effective Date of this Agreement, Santa Rosa shall
make all of its records relating to the Rohnert Park Urban Reuse System available to Rohnert
Park. Such records shall include, but not be limited to system maps and drawings;
maintenance records and site inspections and other reports; real property records including
deeds, easements, and licenses; Customer information including User Agreements and billing
records, and any other related records.
5.1.2 New Facilities.
(a) Until Rohnert Park is enrolled and regulated under the General
Permit issued by the State Water Resources Control Board and except as otherwise provided
for in Section 5.1.2 (b), upon the Effective Date, and consistent with Section 4.1, Rohnert
Park may install, construct, modify or expand the Rohnert Park Urban Reuse System with
New Facilities, subject to Current Applicable Laws, the City of Santa Rosa Recycled Water
Standards Adopted by the Santa Rosa City Council by Resolution No. 26962 and as they may
be revised or amended during the term of this Agreement, and the prior written approval by
the Director of Santa Rosa Water of the plans and specifications for said New Facilities. The
Director of Santa Rosa Water's written approval shall not be unreasonably withheld and shall
be issued promptly upon a determination that the New Facilities are consistent with Current
Applicable Laws and the City of Santa Rosa Recycled Water Standards Adopted by the Santa
Rosa City Council by Resolution No. 26962, and as revised or amended. The cost of the New
Facilities shall be borne by Rohnert Park. Upon the completion of the New Facilities by
Rohnert Park, Santa Rosa shall have the right to inspect all New Facilities constructed by
Rohnert Park to assure it meets the City of Santa Rosa Recycled Water Standards Adopted by
the Santa Rosa City Council by Resolution No. 26962. Rohnert Park shall promptly comply
with any orders by the Director of Santa Rosa Water to correct the New Facilities constructed
by Rohnert Park so that they meet Current Applicable Laws and the City of Santa Rosa
Recycled Water Standards Adopted by the Santa Rosa City Council by Resolution No. 26962,
and as revised or amended. In no event shall the addition of said New Facilities require Santa
Rosa to provide Recycled Water in amounts that exceed the quantities established in Section
3.3 of this Agreement except as my be agreed to through the process outlined in Section 3.3.4
of this Agreement. Upon completion, Rohnert Park shall operate, maintain, repair and replace
these New Facilities consistent with the terms of this Agreement.
(b) Upon the Effective Date and until such time as Rohnert Park is
enrolled and regulated under the General Permit, Santa Rosa may install, construct, modify or
expand the Rohnert Park Urban Reuse System with New Facilities, subject to the Current
Applicable Laws and prior written approval by Rohnert Park's City Engineer of the plans and
specifications for said New Facilities. Rohnert Park's City Engineer written approval shall
not be unreasonably withheld and shall be issued promptly upon a determination that the New
Facilities are consistent with Current Applicable Laws and the City of Santa Rosa Recycled
Water Standards Adopted by the Santa Rosa City Council by Resolution No. 26962, and as
they may be revised or amended during the term of this Agreement, and design and
construction criteria established by Rohnert Park. Upon the completion of the New Facilities
by Santa Rosa, Rohnert Park shall have the right to inspect all New Facilities constructed by
Santa Rosa to assure it meets design and construction criteria established by Rohnert Park.
Santa Rosa shall promptly comply with any orders by Rohnert Park's City Engineer to correct
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the New Facilities constructed by Santa Rosa so that they meet Current Applicable Laws and
Rohnert Park design and construction criteria. For New Facilities completed by Santa Rosa
on or after August 1, 2015, Santa Rosa shall grant, transfer and convey the New Facilities to
Rohnert Park by execution of an agreement. The cost of the New Facilities shall be
apportioned pursuant to the Master Agreement.
(c) Once Rohnert Park is enrolled and regulated under the General
Permit, it may undertake planning, design, construction, operation, and maintenance of the
Rohnert Park Urban Reuse System consistent only with the General Permit, its adopted rules
and regulations, and other Anticipated Applicable Laws. The provisions of Sections 5.1.2(a)
and 5.1.2(b) limiting the City's authority, and providing Santa Rosa with authority, to install,
construct, modify, or expand the Rohnert Park Urban Reuse System shall be inapplicable.
5.2 Operations and _Maintenance of the Stem.
5.2.1 Santa Rosa's Obligation. Upon request by Rohnert Park, Santa Rosa
shall provide training to Rohnert Park on the procedures and methods used to operate and
maintain the Rohnert Park Urban Reuse System, including the valves at the Points of Delivery
and all other improvements. The training provided to Rohnert Park employees shall be the
equivalent of the training provided to Santa Rosa employees in a counterpart position(s).
5.2.2 Rohnert Park's Obligations. As per Section 4.1, on the Effective Date
of this Agreement, Rohnert Park shall assume the responsibility for: (1) the operation,
maintenance, repair and replacement of the Rohnert Park Urban Reuse System, including New
Facilities constructed pursuant to Section 5.1.2, in accordance with Current Applicable Laws.
Until enrolled and regulated under the General Permit, Rohnert Park shall comply with all
monitoring and reporting provisions in the NPDES permit and monitor and report quarterly to
Santa Rosa by the 10th of the month following the end of each quarter (April, July, October, and
January) any incidental runoff from Customer sites irrigated with Recycled Water. Once
Rohnert Park is enrolled and regulated under the General Permit, Rohnert Park shall operate,
maintain, repair, replace, monitor and report consistent with the General Permit, its adopted rules
and regulations and other Anticipated Applicable Laws.
5.2.3 Should Rohnert Park not be successful at enrolling under the General
Permit, at any time on or after July 1, 2017, and not more than once every two (2) years
thereafter, if Santa Rosa in its sole discretion determines that Rohnert Park may need to provide
further or additional maintenance of the Rohnert Park Urban Reuse System, Santa Rosa may, at
Santa Rosa's expense, cause the System or any portion thereof to be inspected. Prior to any
inspection, Santa Rosa shall first confer with Rohnert Park with regard to the extent and
scheduling of the inspection, and the need for any encroachment permits from Rohnert Park to
complete the work, the approval and conditions of which will not be unreasonably withheld by
Rohnert Park. If further or additional maintenance needs are identified as a result of the
inspection, the parties agree to immediately meet and confer about the maintenance needs
identified, the remedial work to be done, the apportionment of costs for the remedial work, the
party which shall be responsible for performing the remedial work, and the time in which the
remedial work shall be completed. If, within 90 days of the date of the inspection, the parties are
unable to agree upon the maintenance needs, the remedial work to be done, the apportionment of
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costs for the remedial work, the party which shall be responsible for performing the remedial
work, and /or the time in which the remedial work shall be completed, the parties agree that, in
addition to all other remedies, Santa Rosa may in its sole discretion undertake whatever
measures it deems necessary for the further or additional maintenance of the Rohnert Park Urban
Reuse System, except that any work within Rohnert Park's property, streets, or rights -of -way
shall be completed in accordance with an encroachment permit from Rohnert Park, the approval
and conditions of which will not be unreasonably withheld by Rohnert Park. Once Rohnert Park
is enrolled and regulated under the General Permit, Section 5.2.3 no longer applies.
5.3 Meter Reading. On the Effective Date of the Agreement, and for the
remainder of the term of this Agreement, Rohnert Park shall read the flow meters on the Rohnert
Park Urban Reuse System on a monthly basis. Rohnert Park shall provide the total acre -feet of
Recycled Water used by Customers to Santa Rosa in writing. This information shall be used by
Santa Rosa to calculate the wholesale billing described in Section 6.3 of this Agreement.
5.4 Customers.
5.4.1 Existing Customers. The Parties agree that upon the Effective Date of the
Agreement, Rohnert Park shall be the successor and assignee of Santa Rosa consistent with the
terms of the User Agreements. On or about July 1, 2015, Santa Rosa shall notify Existing
Customers other than Rohnert Park in writing, o£ (a) the transfer of the Rohnert Park Urban
Reuse System to Rohnert Park as the new operator of the system, (b) the assignment of said
Existing Customer's User Agreement to Rohnert Park, effective August 1, 2015, and (c) the
availability of this Agreement. Santa Rosa shall copy the Rohnert Park City Engineer on each of
these notifications. Rohnert Park shall assume the User Agreements effective August 1, 2015
and shall authorize Existing Customers of the Rohnert Park Urban Reuse System to use Recycled
Water in a manner consistent with the regulations provided for in Section 4.4.
5.4.2 New Customers. Upon the Effective Date of this Agreement, and until
Rohnert Park is enrolled and regulated by the General Permit, Rohnert Park may connect New
Customers to the Rohnert Park Urban Reuse System and shall authorize the use of Recycled
Water in a manner consistent with the regulations provided for in Section 4.1 and 4.4 and
Current Applicable Laws. In no event shall the addition of said New Customers require Santa
Rosa to provide Recycled Water in amounts that exceed the quantities established in Section 3.3
of this Agreement, except as may be agreed to through the process outlined in Section 3.3.4.
Upon notification by Rohnert Park, Santa Rosa shall promptly take all actions necessary to
effectuate the provision of Recycled Water to New Customers, including but not limited to any
of the following, as may be necessary: review and submission of engineer's reports, the addition
of the New Customer's site to the list of application sites, and /or the amendment of NPDES
permits or Waste Discharge Requirements. In issuing any approvals to effectuate the provision
of Recycled Water to New Customers, Santa Rosa's approval shall not be unreasonably withheld
and shall be issued promptly. Santa Rosa shall promptly notify the City of Rohnert Park upon
completion of said actions. Once enrolled and regulated under the General Permit, Rohnert Park
may add New Customers consistent with its adopted policies, rules, regulations and all other
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Anticipated Applicable Laws, provided that in no event shall the addition of said New Customers
require Santa Rosa to provide Recycled Water in amounts that exceed the quantities established
in Section 3.3 of this Agreement, except as may be agreed to through the process outlined in
Section 3.3.4.
6. RECYCLED WATER PRICING AND PAYMENT.
6.1 Wholesale Pricing. The Parties agree that the rates charged by Santa Rosa to
Rohnert Park (and by Rohnert Park to its Customers) should provide an economic incentive
to use Recycled Water.
6.1.1 Wholesale Rate.
(a) Non-Interruptible Service. Santa Rosa has established the
Wholesale Recycled Water Rate - Non- Interruptible Service, based upon the Santa Rosa
Subregional System 2013 Recycled Water Pricing Policy, to be two hundred forty two dollars
($242) per acre -foot in 2013 dollars, adjusted annually consistent with the changes in
Consumer Price Index -Urban for the San Francisco - Oakland -San Jose, California area. Since
the Santa Rosa Subregional System 2013 Recycled Water Pricing Policy was adopted, annual
adjustments consistent with the changes in Consumer Price Index -Urban for the San
Francisco - Oakland -San Jose, California area have resulted in a Wholesale Recycled Water
Rate - Non - Interruptible Service of two hundred fifty four dollars and twenty five cents
($254.25) per acre -foot in 2015 dollars. A copy of the Policy is attached hereto as Exhibit E
and incorporated by this reference. It is understood that Santa Rosa may amend the Policy
from time to time, which amendments shall become effective upon written notice by Santa
Rosa to Rohnert Park.
(b) Interruptible Service. Santa Rosa has established the Wholesale
Recycled Water Rate - Interruptible Service, based upon Santa Rosa Subregional System 2013
Recycled Water Pricing Policy, to be one hundred thirty dollars ($130) per acre -foot. It is
understood that Santa Rosa may amend the Policy from time to time, which amendments shall
become effective upon written notice by Santa Rosa to Rohnert Park.
6.1.2 Customer Rates. The Parties agree that Santa Rosa currently charges
Existing Customers different rates based on their individual User Agreements, pricing policies,
and nature of the use. In recognition of those distinctions, the Parties agree that the Customers'
rates shall be as follows:
(a) Non-City Managed Sites. For Existing Customers and New
Customers using Recycled Water on Non -City Managed Sites on and after the Effective Date
of this Agreement, Santa Rosa shall charge Rohnert Park one hundred percent (100 %) of the
Wholesale Recycled Water Rate based on the type of service (Interruptible Service or Non -
Interruptible Service).
(b) City Managed Sites. For the term of this Agreement, the
service to City Managed Sites shall be characterized as Non - Interruptible Service. Santa Rosa
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shall charge one hundred percent (100 %) of the Wholesale Recycled Water Rate - Non -
Interruptible Service on and after August 1, 2015.
(c) Roberts Lake and Foxtail Golf Course Sites. The Parties agree
that in recognition of User Agreements that provide Recycled Water to Roberts Lake and
Foxtail Golf Course at no or low cost, and the fact that these sites are of a large size, are
serviced by a lower pressure system at off-peak times, which relieves pressure on the
distribution system, and have onsite storage, an adjustment from the full wholesale cost of
Recycled Water is appropriate. Accordingly, for the term of this Agreement, the service to
Roberts Lake and Foxtail Golf Course shall be characterized as Interruptible Service. Santa
Rosa shall charge one hundred percent (100 %) of the Wholesale Recycled Water Rate -
Interruptible Service on and after August 1, 2015.
(d) Sonoma State University: The Parties agree that in recognition
of User Agreements that provide Recycled Water to Sonoma State University at low cost, and
the fact that this site is of a large size, has on -site storage, and has the ability to be interrupted
at any time which relieves pressure on the distribution system, an adjustment from the full
wholesale cost of Recycled Water is appropriate. Accordingly, for the term of this
Agreement, the service to Sonoma State shall be characterized as Interruptible Service. Santa
Rosa shall charge one hundred percent (100 %) of the Wholesale Recycled Water Rate -
Interruptible Service on and after August 1, 2015.
6.2 Terms of Billing and Collection of Customers. On the Effective Date of the
Agreement, Rohnert Park shall be responsible for the billing of and collection from Existing
Customers and New Customers. Rohnert Park shall fix, prescribe, revise, and collect rates,
fees, or charges for the provision of Recycled Water services and facilities sufficient to allow
Rohnert Park to remit Wholesale Rate payments due to Santa Rosa under this Agreement.
6.3 Terms or Wholesale Billing and Payments from Rohnert Park.
6.3.1 Santa Rosa's Wholesale Billing. On the Effective Date, Santa Rosa shall
be responsible for the wholesale billing and collection from Rohnert Park as Retailer for all
Customers.
6.3.2 Manner of Wholesale Billing. When Santa Rosa is processing wholesale
billing as provided for in Section 6.3.1, Santa Rosa shall monthly invoice in arrears Rohnert Park
for Recycled Water delivered to Customers of Rohnert Park Urban Reuse System rind accepted
by Rohnert Park. The amount billed shall be based on the volume (total acre -feet of Recycled
Water recorded at the Customer flow meter(s) located on the Rollnert Park tJrban Reuse System)
and the rate (Wholesale Recycled Water Rate — Interruptible Service or Wholesale Recycled
Water Rate — Non - Interruptible Service) provided for in this Agreement.
6.33 Rohnert Park's Wholesale Payments. Upon receipt of an invoice from
Santa Rosa, Rohnert Park shall remit wholesale bill payments which are not disputed to Santa
Rosa within thirty (30) days following of mailing of the invoice.
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6.3.4 Billing Disputes. if Rohnert Park disputes any of Santa Rosa's charges,
Rohnert Park shall give written notice to Santa Rosa within ten (10) days of mailing of the
invoice. Within ten (10) days, Santa Rosa shall render a written decision regarding the dispute,
based on reasonable evidence and any applicable legal requirements. Any amount found to be
due shall be paid within five (5) days after receipt of notice of the written decision.
7. TERM AND TERMINATION.
7.1 Term. The term of this Agreement commences on the last date this
Agreement is adopted and approved by the governing bodies of the Parties ( "Effective
Date ") and shall remain in effect until terminated in a manner provided for in this
Agreement.
7.2 Termination.
7.2.1 Santa Rosa may terminate this Agreement immediately if:
(a) Santa Rosa is ordered to cease delivery of Recycled Water to
the Rohnert Park Urban Reuse System by a governmental authority.
(b) Rohnert Park fails to pay Santa Rosa pursuant to Section 6.3 of
this Agreement and such failure continues for a period of ninety (90) days following written
notice of said failure to pay is sent to Rohnert Park by Santa Rosa.
7.2.2 Santa Rosa may terminate this Agreement on thirty (30) days written
notice to Rohnert Park if Santa Rosa, in Santa Rosa's sole discretion, determines it:
(a) is, or will be, unable to deliver properly and adequately treated
Recycled Water to Rohnert Park for a period greater than 30 days as a result of a regulatory order
made pursuant to Current Applicable Law or Anticipated Applicable Law, as applicable; or
(b) cannot reasonably meet the laws, regulations, or permit
requirements related to Santa Rosa's provision of Recycled Water under the terms of this
Agreement.
7.2.3 Rohnert Park may terminate this Agreement on ninety (90) days written
notice to Santa Rosa if, in Rohnert Park's sole discretion, the demand for Recycled Water from
Santa Rosa ceases to exist.
7.2.1 If this Agreement is terminated by either Party, then any restoration of
alternative service to Rohnert Park's City Managed Sites and to Robert's Lake Park and /or
Foxtail Golf Course shall be the responsibility of Rohnert Park and shall be at no cost to Santa
Rosa.
7.2.5 In the event this Agreement is terminated subject to Section 7.2.1 and 7.2.3 ,
Santa Rosa shall have the option to resume ownership, operation, maintenance and repair of all
or portions of the system, subject to the limitations detailed below ( "Option ") and at no cost to
Santa Rosa. Within one hundred eighty (180) days of a termination subject to Section 7.2.1 and
7.2.3, Santa Rosa shall provide Rohnert Park with written notice of its intent to exercise its
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Option. If the Agreement is terminated subject to Section 7.2.1 (b), the notice of intent to exercise
the option may be coincident with the notice of failure to pay. After giving written notice, the
Parties shall meet and confer regarding the terms of new agreement ( "Resumption of
Ownership Agreement ") relating to Santa Rosa's resumption of ownership and the terms and
conditions upon which Santa Rosa may operate the system within Rohnert Park's right -of -way
after termination of this Agreement. The Resumption of Ownership Agreement shall, among
other things: (a) identify that portion of the Rohnert Park Urban Reuse System which Santa Rosa
will continue to operate, (b) include provisions for abandonment of any and all portions of the
system that Sama Rosa will not operate. (c) Set forth the Parties' relative responsibility l-or
accomplishing the abandonment, and (d) set forth the terms and conditions under which Santa
Rosa may 'improve, modify or repair those portions of the Rohnert Park Urban Reuse System
within Rohnert Park's right -of -way. Provided that written notice has been provided and a
Resumption of Ownership Agreement has been fully executed as provided for in this Agreement,
Santa Rosa may exercise its Option to resume ownership of all or part of the Rohnert Park Urban
Reuse System. In the event the Parties do not execute the Resumption of Ownership Agreement
within 180 days of the date Santa Rosa gives written notice to Rohnert Park of its intent to
exercise Option, Santa Rosa may exercise its option to resume ownership, operation,
maintenance and repair of all or portions of the system upon written notice to Rohnert Park.
8. GENERAL PROVISIONS.
8.1 lilcorporation of Attachments and Exhibits. The following attachments
and exhibits are intended to, and shall, be incorporated and made part of this Agreement, subject
to terms and provisions herein contained:
Exhibit A: Foxtail Golf Course
Exhibit B: Rohnert Park Urban Reuse System and Points of Delivery
Exhibit C: Roberts Lake Park
Exhibit D: Sonoma State University
Exhibit E: Santa Rosa Subregional System 2013 Recycled Water Pricing Policy
8.2 Further Assurances. The Parties will execute all further and additional
documents as shall be reasonable, convenient, necessary or desirable to carry out the intent and
provisions of this Agreement.
8.3 Caption . Captions are included herein for ease of reference only. The
captions are not intended to affect the meaning of the contents or scope of this Agreement.
8.4 Entire Agreement. '['his Agreement contains the entire agreement between
the Parties. Any and all verbal or written agreements regarding the subject matter of this
Agreement, with the exception of the Master Agreement and the User Agreements disetissed
above, made prior to the date of this Agreement are superseded by this Agreement and shall have
no further effect.
17 of 29
8.5 Modification. No modification or change to the terms of this Agreement
will be binding on a Party unless in writing and signed by an authorized representative of that
Party.
8.6 C'om plian.ce with Laws. The Parties will comply with all applicable
federal, state and local laws, rules, regulations, and ordinances.
8.7 Governing Law; Venue. This Agreement shall be construed, and its
performance enforced. under the laws of the State of California without regard to its choice of
law rules. Jurisdiction and venue of litigation arising from this agreement shall be in the County
of Sonoma.
8.8 Written Waiver. No failure on the part of either Party to exercise any right
or remedy hereunder shall operate as a waiver of any other right or remedy that Party may have
hereunder. A waiver of any Party's right to enforce any provision of this Agreement shall not be
effective unless such a waiver is made expressly in writing. Ail express waiver of any one
breach shall not be deemed a waiver of any other breach of the same or any other provision of
this Agreement.
8.9 Notices. Except as otherwise specifically provided in this Agreement, any
notice, submittal or communication required or permitted to be served on a party, shall be in
writing and may be served by personal delivery to the person or the office of the person
identified below. Service may also be made by mail, by placing first -class postage, and
addressed as indicated below, and depositing in the United States mail to:
SANTA ROSA:
Director of Santa Rosa Water
Municipal Services Center
69 Stony Circle
Santa Rosa, CA 95401
(707) 543 -4200 (PHONE)
(707) 543 -3936 (FAX)
dguhin @srcity.org (EMAIL)
ROHNERT PARK:
City Manager
City Hall
130 Avram Ave.
Rohnert Park, CA 94928
(707) 588 -2226 (PHONE)
(707) 794 -9242 (FAX)
admin @rpeity.org (EMAIL)
The Parties may change the person, the office of the person, the mailing
addresses, phone and fax numbers, and /or e -mail addresses of the persons to receive notice by
giving written notice pursuant to this section.
8.10 Consultation between the Parties. Santa Rosa and Rohnert Park agree to
designate a representative who shall meet at least once annually and who shall be available, upon
the telephone or written request of either Party, to consult regarding the performance of this
Agreement. The goal of the consultations shall be to achieve maximum efficiency in the
performance of this Agreement, and to discuss other iteins of mutual concern. The designated
representatives shall have no authority to modify this Agreement.
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8.11 Recordation. Either party to this Agreement may record a Memorandum
of Agreement which gives constructive notice of this Agreement to future owners, lessees or
other occupants of real property subject to the terms and conditions of this Agreement.
8.12 Assint. This Agreement cannot be assigned to any other entity or
person without prior written consent of the other Party which consent shall not be unreasonably
withheld.
8.13 Third Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any persons
other than the Parties and their respective successors and assigns, nor is anything in this
Agreement intended to relieve or discharge the obligations or liability of any third persons to any
Party to this Agreement, not' shall any provision give any third person any right of subordination
or action over or against any Party to this Agreement.
8.14 Legal Representation. The Parties affirm that they have been represented
by counsel of their own choosing regarding the preparation and negotiation of this Agreement
and the matters and claims set forth herein, and that each of them has read this Agreement and is
fully aware of its contents and its legal effect. Neither Party is relying on any statement of the
other Party outside the terms set forth in this Agreement as an inducement to enter into this
Agreement.
8.15 Joint Preparation. The language of all parts of this Agreement shall in all
cases be construed as a whole, according to its fair meaning, and not strictly for or against any
Party. No presumptions or rules of interpretation based upon the identity of the Party preparing
or drafting the Agreement, or any part thereof', shall be applicable or invoked.
8.16 Warranty of Author. Each Party represents and warrants that it has the
right, power and authority to execute this Agreement. Each Party represents and warrants that it
has given any and all notices, and obtained any and all consents, powers and authorities,
necessary to permit it, and the persons executing this Agreement for it, to enter into this
Agreement.
8.17 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original. This Agreement shall be binding upon the receipt of facsimile
signatures.
8.18 Severabilit . If any one or more of the terms, provisions, sections,
promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid,
unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction,
each and all of the remaining terms, provisions, sections, promises, covenants and conditions of
this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first
above written.
CITY OF ROHNERT PARK CITY OF SANTA ROSA, a charter city
By:
Nat
Title:
ATTEST:
City Clerk
By: _
Name:
Title:
ATTEST:
City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
LIZA
City Attorney
20 of 29
City Attorney's Office
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Exhibit E:
Santa Rosa Subregional System 2013 Recycled Water Pricing
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OAK #4827 -0171 -3427 v27
Santa Rosa Subregional System 2013 — Amendment 07/2013
RECYCLED WATER PRICING POLICY
INTRODUCTION
A pricing policy for the Santa Rosa Subregional Water Reclamation System (Subregional
System) was established in the early 1990's which included recycled water policies and pricing
structures designed to maximize disposal. In December 2008, the Pricing Policy was revised to
recognize the value that recycled water provides as a water supply resource, and a new Recycled
Water Pricing Policy was adopted, which included policy guidelines and pricing structures that
reflect the water supply value as well as the disposal value. Continuing to recognize the water
supply and disposal value of recycled water, the Recycled Water Pricing Policy is being updated
in 2013 to recognize the flexibility that interruptible recycled water service provides to the
Subregional System as well as to index the wholesale recycled water rate for non - interruptible
service to an index that more accurately reflects the wholesale costs of recycled water.
A. POLICY ELEMENTS RELATED TO ALL RECYCLED WATER USE
1. The Subregional System benefits from the recycled water disposal capacity that urban
and agricultural use provides. Recycled water has also become an important source for
regional water supply, and communities benefit from adding recycled water to their water
supply mix, thereby reducing the dependence on potable water for the many uses which
recycled water can serve, and diversifying their water supply sources.
2. The Subregional System can provide recycled water that is more reliable than potable
water because it can be available even under conditions that cause potable water to be
limited (e.g., weather or regulatory water shortage).
3. Santa Rosa currently has numerous contracts with end users of recycled water in the
urban areas and in agriculture. Upon expiration or termination, where contracts are
renegotiated, new contract provisions should be added to reflect this policy document.
4. Recycled water pricing has historically had the goal of encouraging reuse and meeting
regulatory compliance for disposal. Recycled water has now become a valuable resource
and the rates charged for the use of recycled water, both wholesale and retail, should
reflect its value as a reliable and sustainable water resource.
B. POLICY ELEMENTS SPECIFIC TO URBAN REUSE — NON - INTERRUPTIBLE
SERVICE
1. Policies related to use of recycled water in the urban sector should be developed and
carried out by the city or utility that provides retail water service. These policies include
but are not limited to whether use will be mandatory or voluntary, which users will be
eligible to use recycled water, and discretionary design standards for end -use facilities
(such as landscape turf limits).
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Previous pricing policy in the urban sector had allowed Subregional System members the
use of recycled water at no cost. in the early l 990's when recycled water disposal was the
sole driver for urban reuse, this policy was appropriate. In 2008, with regional water
resources increasingly relying on the use of recycled water to meet future water needs,
the Subregional Pricing Policy was changed to reflect the water supply and disposal value
of recycled water. Non - interruptible supply provides both of these benefits and pricing
should continue to reflect this.
C. POLICY ELEMENTS SPECIFIC TO AGRICULTURAL AND URBAN REUSE —
INTERRUPTIBLE SERVICE
Subregional System operation requires flexibility to respond to weather conditions and
operational variables. Supply that can be interrupted in response to variables provides the
Subregional System with the benefit of operational flexibility. Pricing interruptible
supply to reflect the benefit to the Subregional System is reasonable.
2. Rates charged for water should take into consideration the relative reliability of the water
supply, the time of year it is provided to the end user, and other site - specific factors
which may affect the impact on the Subregional System to provide the water under the
conditions agreed to by the City of Santa Rosa and the end user.
D. RATESTRUCTURES
1. Urban Use
The Subregional System currently serves urban recycled water customers in the cities of
Santa Rosa and Rohnert Park, with the rates set by individual contracts or operating
agreements with each end user. Both cities have completed feasibility studies on expanding
the use of recycled water in their communities, and all or part of these expansions will likely
be built over the next decade. The Cities of Cotati and Sebastopol, and other regional
agencies may also seek to use recycled water from the Subregional System in the future.
Existing, and _FUturc Santa Rosa Urban} Reuse project — Nan- InterrEiptible Service
The Subregional System will sell recycled water to the City of Santa Rosa water
utility for the Santa Rosa Urban Reuse Project on a wholesale basis. The City of
Santa Rosa will set retail rates and establish all end user policies. The Subregional
System will continue to provide service to the end users within the City of Santa Rosa
Urban Growth Boundary for all current contracts and operating agreements until
those agreements expire or are otherwise terminated, at which time the Santa Rosa
water utility will provide recycled water service under the conditions of this Policy
and Santa Rosa City Code.
Wholesale Recycled Water Rate for Santa Rosa Urban Reuse Project -Non-
Interruptible Service: The wholesale recycled water rate for non - interruptible
service for the Santa Rosa Urban Reuse Project was set by Santa Rosa City Council at
$225 per acre foot in 2008 dollars, adjusted annually consistent with the percent
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changes in Sonoma County Water Agency's wholesale water rate applicable to the
City of Santa Rosa. Sonoma County Water Agency wholesale water rates have
increased at a significantly greater rate than the costs to wholesale recycled water.
Upon review, adjusting the wholesale recycled water rate consistent with percentage
changes in the Consumer Price Index -Urban (CPI -U) for the San Francisco-Oakland-
San Jose, California area is a better index. Since 2008, adjusting the wholesale
recycled water rate annually by CPI -U would have resulted in a rate of $242. It is
recommended that the wholesale recycled water rate be set by Santa Rosa City
Council at $242 in 2013 dollars, adjusted annually consistent with the percent
changes in CPI -U for the San Francisco - Oakland -San Jose, California area. This
wholesale rate provides greater revenue and lower net operating costs to the
Subregional System; and provides recycled water to the Santa Rosa water utility at a
rate that allows for adequate revenue from retail sales to cover the cost of operating
the recycled water distribution system.
Existing, and Future Rohnert Park Urbai7 Reuse Project — N on- Interru tible Service
The Subregional System will continue to provide recycled water service directly to
the end users in Rohnert Park until March 28, 2015. Some of the existing users have
potable water from the City of Rohnert Park as the alternate source of supply (if
recycled water were not available), and others have private wells as the alternate
source of supply.
Until March 28, 2015, when current contracts expire or are otherwise terminated, new
contracts will be negotiated with the goal of the end user paying 95% of the cost of
their alternate source of supply with the potential for a phase -in period which would
result in the end user reaching 95% of the cost of their alternate supply not later than
the end of 2013. In no case should the end user pay less than the rate in their current
contract during the phase -in period. If the alternate source of supply is potable water
from the City of Rohnert Park, the end user should also pay fixed charges by meter
size at the rate of 90% of the City of Rohnert Park potable water fixed charges.
On or after March 29, 2015, and if the Subregional System sells recycled water to the
City of Rohnert Park for the Rohnert Park Urban Reuse Project on a wholesale basis,
the City of Rohnert Park will set retail rates and establish all end user policies
consistent with a Wholesaler /Retailer Agreement for Supply of Recycled Water
Between the City of Santa Rosa and the City of Rohnert Park.
Wholesale Recycled Water Rate for Rohnert Park Urban Reuse Project- Non -
Interruptible Supply: It is recommended that the wholesale recycled water rate for
non - interruptible service for the Rohnert Park Urban Reuse Project be set by Santa
Rosa City Council at $242 per acre foot in 2013 dollars, adjusted annually consistent
with the Consumer Price Index -Urban (CPI -U) for the San Francisco - Oakland -San
Jose, California area. This wholesale rate provides greater revenue and lower net
operating costs to the Subregional System; and provides recycled water to the City of
Rohnert Park at a rate that allows for adequate revenue from retail sales to cover the
cost of operating the recycled water distribution system
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Existing and Future LJrban Reuse Projects - Interruptible Wholesale Supply
Wholesale Recycled Water Rate for Urban Reuse Projects- Interruptible Service:
Some of the existing users store recycled water on their property site and use the
stored recycled water to pressurize their irrigation system. As such, these sites can
have their service interrupted at any time and provide flexibility to the Subregional
System. In recognition of this flexibility, it is recommended that the wholesale
recycled water rate for interruptible service for the Santa Rosa and Rohnert Park
Urban Reuse Project be set by Santa Rosa City Council at $130 per acre foot in 2013
dollars.
• Other Future Urban Reuse Projects
The Cities of Rohnert Park, Cotati and Sebastopol, as Subregional System agencies,
are eligible to direct a portion of the recycled water that is land applied to their
service areas for urban reuse. Regionally, other cities or special districts may also be
interested in Subregional System recycled water for urban application.
The approach to rate setting for urban reuse for other agencies will be guided by the
Policy Elements of sections A, B and C of this Policy, and will consider the specific
interests of the agency and the Subregional System as well as market conditions for
water and Subregional System costs of recycled water operations at such time as a
project is identified. Flexibility exists to tailor the specific approach to the needs and
interest of the parties involved.
A number of factors may influence the choice of institutional structure for future
urban reuse projects, which in turn will influence rates and rate structures. Operation
of a retail urban recycled water systems by the Subregional System may most
effectively meets all parties' needs; or a wholesale /retail model may be most
appropriate; or a hybrid of these approaches may be most effective.
2. Agricultural Use
The Subregional System will continue to provide recycled water to agricultural users under
individual contracts. When current contracts expire or are otherwise terminated, any new
contracts will be in accordance with the provisions of Sections A and C of this Policy. Water
rates will continue to be determined by contract for agricultural recycled water delivery from
the Subregional System. Rates will be designed to reflect the market conditions for water and
the degree to which the use provides flexibility to the Subregional System, in accordance
with this Policy.
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