HomeMy WebLinkAbout121012-3254-Bay-Area-Biosolids-to-Energy-Coalition
City of Palo Alto (ID # 3254)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/10/2012
City of Palo Alto Page 1
Summary Title: Bay Area Biosolids to Energy Coalition Membership
Title: Approval of a Wastewater Treatment Enterprise Fund Contract to Join
the Bay Area Biosolids to Energy Coalition in the Total Amount of $151,553
for Membership in a Regional Coalition Exploring Biosolids to Energy Projects
that Benefit the Regional Water Quality Control Plant
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council approve and authorize the City Manager or his
designee to execute the Amended and Restated Bay Area Biosolids to Energy
Coalition Joint Exercise of Powers Agreement (Attachment A) for the Regional
Water Quality Control Plant (RWQCP) to become a member of the Bay Area
Biosolids to Energy Coalition for a contribution in the amount of $151,553.
Executive Summary
The RWQCP will become a member of the Bay Area Biosolids to Energy Coalition,
a coalition of 18 agencies throughout the San Francisco Bay region who treat
wastewater. Joining the Coalition is consistent with the RWQCP’s effort to
develop new solutions for the treatment and reuse of biosolids. It is a proactive
step that is part of the development of the Biosolids Facility Plan. The key goals of
the coalition are to collaboratively respond to the increasing need for new
approaches for biosolids management within the wastewater industry that
reduce risk and maximize resource recovery while at the same time diversifying
management options and advancing the knowledge and acceptance of new
technologies that can convert this resource to energy.
City of Palo Alto Page 2
Background
The Palo Alto RWQCP treats wastewater originating from approximately 217,000
residents and 170,000 workers. This wastewater is generated in the cities of Los
Altos, Mountain View, and Palo Alto, the Town of Los Altos Hills, the East Palo
Alto Sanitary District, and Stanford University (Partners). The City owns and
operates the RWQCP with operating and capital costs shared by the Partners.
On July 2, 2012, the City Council accepted the Long Range Facilities Plan (LRFP) for
the RWQCP and directed staff to prepare a Biosolids Facility Plan to finalize a
biosolids treatment and disposal option and to retire the Plant incinerators as
soon as practical. At the same time, the Council accepted the action plan and
timeline for the Measure E Energy/Compost facility or Export option and directed
staff to prepare an Organics Resource and Recovery Strategy. In response, the
RWQCP developed a Request for Proposal (RFP) to develop a Biosolids Facility
Plan. One of the options that will be considered in the development of the
Biosolids Facility Plan, is use of an off-site facility that may be constructed by the
Bay Area Biosolids to Energy Coalition (BAB2E or Coalition) in the future.
The purpose of the Coalition is to develop regional waste to energy facilities for
biosolids. Seven wastewater agencies formed the Coalition in 2007 to create a
local sustainable solution to biosolids disposition. The Coalition has since
expanded to 18 agencies, adding the City of San Jose earlier this year, operating
under a Joint Exercise of Powers Agreement (JEPA). The Delta Diablo Sanitation
Agency is the fiscal agent for the Coalition. The Coalition has been successful in
securing nearly $1 million in grant funding from the California Energy Commission
to pilot new biosolids-to-energy technologies and has engaged the Water
Environment Research Foundation to conduct peer review of the pilot. Currently,
the Coalition is reviewing submissions from a recent Statement of Qualifications
effort that shows promising new technologies that may need additional pilot
testing.
Throughout the process to develop a regional biosolids-to-energy project, the
Coalition has contracted with an engineering firm to review proposals and provide
advice regarding biosolids-to-energy technologies. The Coalition has also
City of Palo Alto Page 3
contracted with advocacy firms in Sacramento and Washington, DC to lobby on
issues related to biosolids-to-energy funding and regulation.
Discussion
Joining the Coalition is consistent with the RWQCP’s effort to develop new
solutions for the treatment and reuse of biosolids. It is a proactive step that is
part of the development of the Biosolids Facility Plan because it will allow the City
to participate in a viable effort to develop sustainable solutions and help
determine the path forward so that it meets the City’s goals as well as regional
goals. Key benefits to the City include the following:
Leadership in sustainable resource management and being part of a
successful regional effort that is addressing the biosolids issue in a way that
can attract both state and federal partnerships in the form of regulatory
and financial assistance.
Being part of a group that is proactive in seeking to diversify biosolids
management options.
Working together, rather than individually, agencies pool resources
(knowledge, financial, consultant and strategy).
Shared costs for lobbying and consulting.
Coalition is now at 18 agencies representing 4 million people. Joining the
coalition provides access to a significant base from which to advocate for
policies and funding for biosolids to energy that will benefit all Coalition
agencies.
Approaching as a group reduces risk to individual agencies.
The key goals of the coalition are to collaboratively respond to the increasing
need for new approaches within the wastewater industry that reduce risk and
maximize resource recovery while at the same time diversifying biosolids
management options and advancing the knowledge and acceptance of new
technologies that can convert this resource to energy. Participation in the
Coalition now will allow staff to monitor emerging technologies through the
regional effort and be able to participate in the selection of proposals that are
City of Palo Alto Page 4
most consistent with the City’s goals. Pooling resources to develop one or more
regional biosolids-to-energy projects is expected to result in a lower cost and
reduced risk, than if the City pursued alternative projects independently and
allows for more options than one agency alone could pursue.
Initial Coalition membership contributions are based on the 2007 average dry-
weather effluent flow for each facility, which for the RWQCP was 22.9 million
gallons per day. Under the terms of the JEPA, Coalition members are not required
to contribute additional funds without unanimous consent of the members. The
members are not committed, either individually or collectively, to enter into any
agreements as a result of the planning effort, although it is the intent of most to
proceed with one or more projects, if any of the proposals received meet the
goals of the Coalition and are acceptably priced. At that time, members would
determine what portion of their biosolids, if any, will be handled by the regional
facility as opposed to other options, helping agencies diversify their reuse options.
Members of the Coalition that participate in the development of a regional facility
will likely have favorable fees, as opposed to joining once a project has been built.
The Coalition has been successful in its joint legislative and regulatory advocacy
efforts related to biosolids. At the federal level, a Senate committee has accepted
language that would make $170,000,000 available in the next fiscal year for
biomass projects other than algae biofuels and directs the Department of Energy
to consider projects that "include biosolids derived from the municipal
wastewater treatment process." The Coalition’s Sacramento consultant is
primarily focusing on regulations and legislation related to utility funding for
renewable energy projects and the greenhouse gas (GHG) emission allowances,
which may be available in the 2012-13 budget year. Currently, the Coalition is
working on issues relating to the Electric Program Investment Charge (EPIC),
which is intended to replace the Public Goods Charge that funded renewable
energy projects; amendments to allow funding of biosolids-to-energy projects in
several categories eligible for GHG emission allowances in the future; and
exploration of biosolids-to-energy funding opportunities with CalRecycle. Staff
participating in the Coalition will monitor legislative positions being considered
and will attempt to modify any that are contrary to City policy or interests. Any
such legislation of importance to the City will be brought to Council as
appropriate for action. Based on the stated goals and previous activities of the
City of Palo Alto Page 5
Coalition, it is not anticipated that the Coalition will take positions contrary to the
City.
The City’s representative to the Coalition will be the Manager of the
Environmental Services Division.
The benefits of regional biosolids-to-energy technology development, the
potential value of joint advocacy efforts regarding biosolids-to-energy funding
and regulation, as well as developing additional grants and expanding options
analysis for biosolids at the RWQCP, makes this an ideal time to join the Coalition.
Resource Impact
The RWQCP will become a member of the Bay Area Biosolids to Energy Coalition
for a contribution in the amount of $151,553. The funds are available in the FY
2013 Wastewater Treatment Fund Capital Project WQ-10001 (Plant Master Plan).
Membership requires staff participation to the Bay Area Biosolids to Energy
Coalition Steering Committee but does not mandate participation in future
projects.
Policy Implications
Participation in the Bay Area Biosolids to Energy Coalition is consistent with all
City and wastewater management policies.
Environmental Review
Membership in the Bay Area Biosolids to Energy Coalition does not constitute a
project under California Environmental Quality Act (CEQA). Environmental review
for any individual projects or activities that the Coalition or the City consider in
the future that may impact the environment will be completed on a case-by-case
basis as required by CEQA.
Attachments:
A: Joint Exercise of Powers Agreement for BAB2E (PDF)
AMENDED AND RESTATED
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
This amended and restated joint exercise of powers agreement (this "Agreement") is
dated as of July 1,2012 and is by and among the public entities identified on Exhibit A
(each, an "Initial Member").
RECITALS
A. The California Government Code at Section 6500 et seq. provides that two or
more public agencies may, by agreement, jointly exercise powers common to
them.
B. Each Initial Member is a party to ajoint exercise of powers agreement dated
March 30, 2006, between the City and County of San Francisco, the City of
Millbrae, the Delta Diablo Sanitation District, the Dublin San Ramon Services
District, the East Bay Municipal Utility District, the Fairfield-Suisun Sewer
District, and the Union Sanitary District, as amended by Amendment No.1 and
by Amendment No.2 (the "Original JEP A"). Among other changes, Amendment
No.1 added the following parties to the agreement: City of Burlingame, City of
Livermore, City of Richmond, North San Mateo County Sanitation District, West
County Wastewater District, Central Marin Sanitation Agency, Ironhouse
Sanitary District, South Bayside System Authority, Sausalito-Marin City Sanitary
District, Vallejo Sanitation and Flood Control District, and deleted the East Bay
Municipal Utilities District. Amendment No.2 created a mechanism for other
entities to become parties to the Agreement upon (i) approval by a majority of
then-current Parties, and (ii) execution of a completed Addendum. Subsequently,
the City of Santa Rosa and the City of San Jose each executed a completed
Addendum. As a result of the foregoing, all of the Initial Members listed in
Exhibit A are parties to the Original JEP A.
C. Under the Original JEP A, the parties cooperated to plan, advocate, and analyze
biosolids management solutions for the Bay Area.
D. Under the Original JEPA, the parties agreed that certain tasks were to be
undertaken and completed in Phase IIIB, as defined in the Original JEPA. The
status of those tasks is set forth in Exhibit B.
E. Under the Original JEP A, the Delta Diablo Sanitation District was required and
empowered to perform certain tasks on behalf of the group, including the
following: enter into contracts with consultants to perform certain services and to
manage such contracts; and submit funding applications related to the group's
purposes and to act as the group's agent for the receipt of any state and federal
funds resulting from such applications. Acting on behalf of the group, the Delta
Amended and Restated JEPA v7.2 1
B034200111345905-5
Diablo Sanitation District entered into the contracts identified on Exhibit C
(together, the "Existing Contracts").
F. The Initial Members now desire to amend and restate the Original JEP A in order
to permit the Members, as defined below, to work cooperatively to further explore
and develop biosolids management solutions and to permit Members to
subsequently enter into contracts for the planning, design, construction, operation,
and maintenance of one or more regional biosolids facilities.
G. By this Agreement, the parties do not intend to create a separate legal entity.
The parties therefore amend and restate the Original JEP A to read in its entirety as
follows:
SECTION 1
Definitions
The following terms have the following meanings:
"Addendum" means an agreement that is in substantial conformity with the
addendum set forth in Exhibit E.
"Coalition" means the Members, when the Members are acting pursuant to this
Agreement. The Coalition is sometimes referred to as the "Bay Area Biosolids to Energy
Coalition" and the "BAB2E Coalition." The Coalition is not a legal entity.
"Contribution" means a payment or payments made to the Coalition by a Member
pursuant to Section 4.A.
"Existing Contracts" has the meaning ascribed to it in Recital E.
"Fiscal Year" means the 12-month period that begins on July 1.
"Initial Member" has the meaning ascribed to it in the introductory paragraph.
"Lead Agency" means the Member that is designated as the Lead Agency in
accordance with this Agreement to perform the duties set forth in Section S.A. on behalf of
the Coalition. Unless otherwise determined in accordance with Section S.D., the Lead
Agency is Delta Diablo Sanitation District, a California sanitation district organized and
existing under the laws of the State of California.
"Material Action" means any action taken by or on behalf of the Coalition that will
directly (1) create or increase an obligation, debt or liability of any Member, or (2) require any
Member to make a payment or payments to the Coalition in excess of that Member's
Contribution.
Amended and Restated JEPA v7.2 2
B034200111345905-5
"Members" means the parties to this Agreement, including all Initial Members and any
Subsequent Members, unless and until such party withdraws from participating in the Coalition
in accordance with Section 6.B.
"Subsequent Member" means an entity that becomes a party to this Agreement in
accordance with Section 6.A.
SECTION 2
Purpose
The purpose of the Coalition is to provide a vehicle for participating agencies to work
together to: (i) explore biosolids management issues and technologies, and (ii) develop a
regional project to diversify biosolids management options. The regional project may
ultimately consist of one facility or multiple facilities.
SECTION 3
Decision Making
A. Steering Committee.
a. Representatives. Each Member may appoint one individual to serve as its
representative on the Coalition's steering committee (the "Steering Committee").
Each such individual is a "Representative." In addition, each Member may
appoint an individual to serve in place of its Representative, in the event its
Representative is unable to attend a meeting of the Steering Committee (an
"Alternate"). Each Member's Representative and Alternate must be a senior
manager of the Member (s)he represents. By entering into this Agreement, each
Member represents that its Representative and Alternate have the authority to vote
on any issue before the Steering Committee and to bind the Member (s)he
represents.
b. Responsibilities. The Steering Committee is the decision-making body of the
Coalition. The Steering Committee decides all matters that affect the Coalition.
The Steering Committee oversees all financial matters affecting the Coalition,
including the expenditure of Coalition funds.
c. Voting. Each Representative has one vote. In order for a Member to cast a vote,
the Member's Representative or Alternate must attend the meeting of the Steering
Committee at which a vote is taken. If neither a Member's Representative nor its
Alternate is able to attend a meeting of the Steering Committee in person, the
Member's Representative or Alternate may attend by phone. If a Representative
or Alternate is attending a meeting of the Steering Committee by phone, any vote
taken at such meeting is to be taken by roll call and all other requirements of a
teleconferenced meeting under the Ralph M. Brown Act, as defined below, will
be observed.
Amended and Restated JEPA v7.2 3
B034200111345905-5
1. Quorum. A majority of the Members constitutes a quorum for any matter
requiring a vote. A Representative or Alternate attending a meeting of the
Steering Committee by phone counts toward the quorum.
11. Majority Vote. All decisions of the Steering Committee are based on the
majority vote of the Members voting on a particular issue; provided,
however, the Steering Committee may not take a Material Action without
the unanimous consent of all affected Members. Members shall endeavor
to avoid abstaining from any vote; however, any abstention does not count
toward either the majority or the minority on any vote.
d. Delegation of Duties. The Steering Committee may delegate ministerial duties to
the Lead Agency.
e. Meetings. The Steering Committee will schedule meetings as it deems
appropriate.
f. Minutes. Unless otherwise provided by the Steering Committee, the Lead
Agency will keep minutes of each Steering Committee meeting and will circulate
a copy of the minutes of each meeting to each Representative.
B. Material Action. If any Members desire to pursue a project that could result in a Material
Action without the unanimous consent of all affected Members, the Members desiring the
project may separately contract for and finance the project.
SECTION 4
Finances
A. Contributions. Each Member is required to make a Contribution. Contributions are used
to fund Coalition expenses.
a. Initial Members. The Contribution made or committed to by each Initial Member
is set forth in Exhibit D.
b. Subsequent Members. Unless determined otherwise by the Steering Committee
prior to the admission of a Subsequent Member, the Contribution required of a
Subsequent Member will be based on the Subsequent Member's 2007 average dry
weather flow and will be equal to that of the Member identified on Exhibit D that
has the same 2007 average dry weather flow as the Subsequent Member. If the
Subsequent Member's flow does not match that of an Initial Member identified on
Exhibit D, the Subsequent Member's Contribution will be calculated to be
proportionately equal to that of the Initial Members. The Contribution by a
Subsequent Member may be made either in one lump payment or through
installment payments, as approved by the Steering Committee.
Amended and Restated JEP A v7.2 4
B034200 1/1345905-5
Upon the admission of a Subsequent Member, the Lead Agency shall update
the information shown in Exhibit D and circulate the updated information to
all Members.
c. In-Kind Payment. If a Member carries out a demonstration of a new technology,
or takes other actions substantially beyond those taken by other Members, that
contributes to the purpose of this Agreement, the Steering Committee may grant
such Member a credit toward its Contribution, or toward future Contributions, in
exchange for access to and/or information about the demonstration or other
actions. Any such decision by the Steering Committee will be documented by the
Steering Committee through a memo to all Members.
B. Administration of Funds.
a. Account. Coalition funds are to be accounted for by the Lead Agency.
b. Financial Obligations. Financial obligations of the Coalition to be covered by
Coalition funds, including Lead Agency Costs, as defined below, must be
authorized by the Steering Committee.
c. Annual Accounting. The Lead Agency shall prepare, or shall hire a consultant to
prepare, periodic reports and accountings of all Coalition funds. Within sixty (60)
days after the close of each Fiscal Year, the Lead Agency shall prepare, or shall
hire a consultant to prepare, a written report of all of the Coalition's financial
activities for such Fiscal Year. Such reports shall be distributed to each Member.
Should the Lead Agency utilize a consultant for such reporting, the costs shall be
reimbursable from the Coalition Contributions.
d. Records. The Lead Agency shall maintain accurate records of all Coalition
expenditures. Any Member may inspect the books and records of the Coalition at
any time during regular business hours.
C. Disposition. Upon termination of this Agreement, any Coalition assets from cash
contributions remaining after the payment of, or provision for, all debts, liabilities and
obligations of the Coalition (including obligations to Members), are to be returned to the
Members in proportion to their Contributions.
A. Duties
SECTION 5
Lead Agency
a. General. The Lead Agency shall coordinate the activities of the Steering
Committee, including calling and organizing meetings, transmitting notices,
minutes, and other communications to the members of the Steering Committee,
Amended and Restated JEPA v7.2 5
B034200 1/1345905-5
and ensuring compliance with the "Ralph M. Brown Act" (Government Code
section 54950 et seq.), if and to the extent required.
b. Custodian of Coalition Funds. The Lead Agency shall maintain an account for
Coalition funds and perform the accounting and reporting activities set forth in
Section 4.
c. Contracts. The Lead Agency is empowered by the Coalition to enter into
contracts on behalf of the Coalition, provided (i) the contract relates to ministerial
duties that have been delegated to the Lead Agency by the Steering Committee
(such as bookkeeping and other administrative services), or (ii) the Steering
Committee has approved the essential terms of the contract. No other Member is
authorized to enter into contracts on behalf of the Coalition. All contracts signed
by the Lead Agency on behalf of the Coalition, including but not limited to the
Existing Contracts, bind all Members, including Subsequent Members. Upon
request, the Lead Agency will make available to any Member a copy of any
contract entered into on behalf of the Coalition.
B. Costs. Subject to the approval of the Steering Committee, the Lead Agency is entitled to
be reimbursed for costs it incurs in carrying out its duties as Lead Agency, including, but
not limited to, the cost of travel for state and federal advocacy, conference call hosting,
and copying and postage, but excluding staff time, (hereinafter referred to as "Lead
Agency Costs"). Payment of Lead Agency costs from Coalition funds shall only be made
with Steering Committee approval. The Lead Agency shall keep a record of Lead Agency
Costs and, upon request, shall provide to the Steering Committee a summary thereof.
If the parties agree to a future proj ect for the design, construction, or operation of a
regional biosolids facility, to the extent not otherwise reimbursed, the Lead Agency may
elect to have Lead Agency Costs reimbursed in the form of a credit toward any
contribution required ofthe Lead Agency for such project.
C. Indemnification. The Members shall defend, indemnify and hold the Lead Agency
harmless from and against any and all claims, damages, losses, liens, judgments,
penalties, expenses (including reasonable attorneys and consultant fees), andlor liabilities
arising out of or relating to any acts of the Lead Agency in its capacity as Lead Agency,
except to the extent caused by the intentional or willful misconduct, or the negligent acts,
errors, or omissions of the Lead Agency or its agents, officers, or employees. This
provision will survive the expiration or telmination of this Agreement.
D. Replacement.
a. Resignation. If the Member acting as the Lead Agency resigns as Lead Agency,
the Steering Committee shall select another Member to serve as the Lead Agency.
b. Termination. The Steering Committee may replace the Member acting as Lead
Agency with another Member, with or without cause.
Amended and Restated JEPA v7.2 6
B034200111345905-5
c. Effective Date. The effective date of the appointment of a new Lead Agency is to
be determined by the Steering Committee and the new Lead Agency. The
outgoing Lead Agency shall cooperate in transferring management of Coalition
funds to the new Lead Agency, as well as the transfer of all appropriate Coalition
books and records to the new Lead Agency.
SECTION 6
Changes in Coalition Membership
A. Subsequent Members. Any public agency in the Bay Area responsible for processing
and/or managing biosolids may become a Subsequent Member upon (i) approval by the
Steering Committee, and (ii) the execution of an Addendum by such Subsequent
Member. The Contribution to be made by a Subsequent Member will be determined in
accordance with Section 4.A.
B. Withdrawal. A Member may withdraw from the Coalition by providing written notice to
the other Members. Withdrawal from the Coalition does not relieve an entity of any
obligations incurred while a Member, including its obligations as an indemnitor and its
obligation to pay its Contribution in full. At the discretion of the Steering Committee, a
Member shall be deemed to have withdrawn pursuant to this sub-Section if the Steering
Committee determines, after notice to all Members, the Member has failed to abide by
this agreement. Withdrawal from the Coalition, whether voluntary or involuntary, does
not entitle a Member to a refund of its Contribution.
SECTION 7
Indemnification
With the exception of the Lead Agency when performing its duties as Lead Agency,
in the performance of this Agreement, each Member and its agents, employees, and
contractors shall act in an independent capacity and not as officers, employees, or agents of
any other party. Except as, and to the extent, set forth in Section S.C., no Member assumes
any liability for the activities of another Member in the performance of this Agreement and
each Member (i) is responsible in proportion to its respective fault for all liability, including
but not limited to personal injury or property damage that may arise out of this Agreement
and, (ii) specifically repudiates the division of liability otherwise provided for in Chapter 21
of Part 2 of Division 3.6 oftitle 1 of the Government Code, entitled "Tort Liability under
Agreements between Public Entitles," section 895 et seq. Except to the extent Section S.C.
provides otherwise, each Member expressly agrees to defend, indemnify, and hold harmless
the other Members and their directors, council members, officers, agents and employees from
and against any and all loss, liability, expense, claims, suits, and damages, including
attorneys' fees, to the extent arising out of or resulting from the negligent acts, errors or
omissions, or the intentional or willful misconduct of the indemnifying Member, its
associates, employees, sub-consultants, or other agents, in the operation of and/or
Amended and Restated JEPA v7.2 7
B034200 111345905-5
performance under this Agreement. This provision will survive the expiration or termination
of this Agreement.
SECTION 8
Dispute Resolution
A. General. It is the intent of the Members that before the initiation of any administrative,
legal or equitable action concerning any dispute arising out of this Agreement, such
dispute be subject to the dispute resolution process provided in this Section. The
Members shall make good faith efforts to resolve all such disputes by negotiation or
mediation as provided in this Section and at the lowest possible cost.
B. Dispute Notification and Negotiation. Any Member claiming a dispute arising out of this
Agreement shall notify the other Members of the nature of the dispute in writing. The
Members shall first attempt to negotiate and resolve the dispute at the technical andlor
administrative staff level as appropriate. If the dispute is not resolved at this level, then
the General Manager of each of the relevant Members, or other chief staff persons or
their designees, shall attempt to negotiate and resolve the dispute. If the Members are
unable to resolve the dispute at the staff level, the governing bodies of the Members may
each appoint not more than two representatives who will attempt to negotiate and resolve
the dispute. If the dispute is not resolved through the negotiation process set forth in this
paragraph within ten (10) weeks of the initial written notification of the dispute, any party
to the dispute may request mediation as set forth below.
C. Mediation. Any party to the dispute may request mediation by sending a written demand
for mediation of a dispute to the other parties to the dispute. The parties shall select, by
agreement, the mediator. No person shall act as a mediator who is in any way financially
interested in the work or the business or political affairs of any party to the dispute. The
mediator shall meet with the parties together andlor alone as needed in an attempt to
facilitate the resolution of the dispute. The parties will share the cost of the mediation
equally.
D. Final Recourse. If a dispute is not resolved through mediation within eight (8) weeks of
the written demand for mediation, a party to the dispute may resort to such other recourse
deemed appropriate, including, but not limited to, seeking administrative, legal or
equitable relief.
E. Attorneys' Fees. With the exception of the Lead Agency when performing its duties as
Lead Agency, each party to a dispute shall bear its own attorneys' fees and costs in all
aspects of dispute resolution. If the Lead Agency participates in any dispute resolution
process in its capacity as Lead Agency with the prior approval of the Steering
Committee, the Lead Agency is entitled to be reimbursed by the Members for any costs,
expenses and attorneys' fees it incurs in such capacity.
SECTION 9
General
Amended and Restated JEPA v7.2 8
B034200 111345905-5
A. Existing Contracts. The Members hereby ratify and approve the Existing Contracts.
B. Privileges and Immunities. In accordance with Government Code section 6513, all of
the privileges and immunities from liability, exemptions from laws, ordinances and
rules, all pension, relief, disability, workmen's compensation, and other benefits that
apply to the activity of the officers, agents or employees of the Members when such
agents or employees are performing their respective functions within the territorial
limits of their respective agencies, apply to them to the same degree and extent while
they are engaged in the performance of any of their functions and duties
extraterritorially in furtherance of the objectives of this Agreement.
C. Term. This Agreement will remain in effect indefinitely unless terminated by mutual
written agreement of the parties.
D. Officers, Employees, Agents. If the Coalition contracts with any Member for
services, none of the persons providing that service on behalf of the Member is, by
reason of such contract, an employee or agent of the Coalition.
E. Principal Office. The Steering Committee may, but is not obligated to, establish a
principal office of the Coalition.
F. Notices. Unless and until notified of a substitute address, all notices are to be
directed to a Member at the address designated for such Member in Exhibit A or the
Addendum executed by such Member, as applicable. Notices are effective three
business days after depositing in the United States postal system, upon confirmed
facsimile transmission, upon receipt of electronic (e.g., e-mail) transmission, or on the
next business day if sent by overnight courier in accordance with this Section.
G. Integration; Amendment. This Agreement, including its exhibits, all contracts
executed by the Lead Agency on behalf of the Coalition, including but not limited to
the Existing Contracts, and all Addendums, together set forth all the promises,
agreements, conditions, and understandings of the Members with respect to the
subject matter hereof. Except as otherwise provided in Section 9.L and elsewhere
herein, no subsequent alteration, amendment, change or addition to this Agreement is
binding upon the Members unless reduced to writing and signed by all Members.
H. No Construction Against Drafter. Each Initial Member has participated in negotiating
and drafting this Agreement. If an ambiguity or a question of intent or interpretation
arises, this Agreement is to be construed as if the parties had drafted it jointly, as
opposed to being construed against a party because it was responsible for drafting one
or more provisions of this Agreement.
I. Severability. If any part of this Agreement is held by a court to be invalid, the
remainder of the Agreement will continue in full force and effect, provided that the
Amended and Restated JEPA v7.2 9
B034200111345905-5
remainder of the Agreement can be interpreted to give effect to the intention of the
Members.
J. Successors. This Agreement binds and inures to the benefit of the successors of the
Members in the same manner as if they were expressly named. Nothing in this
Agreement may be construed to give any rights or benefits to anyone other than the
parties or their respective successors.
K. Governing Law. The laws of the State of California govern all matters arising out of
this Agreement.
L. Effectiveness. Upon execution by the Initial Members, this Agreement shall be
deemed effective as of the date first set forth above, except that execution by an
Initial Member that withdraws is not required in order for this Agreement to become
effective as to the other Members.
M. Entire Agreement. This Agreement supersedes all prior agreements and
understandings between the Members on the subject matter hereof.;
SECTION 10
Signatures
A. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which together shall constitute one and
the same agreement.
B. Signatures. The following signatures attest the parties' agreement hereto.
Amended and Restated JEP A v7.2 10
B034200111345905-5
CITY OF BURLINGAME
Approved as to form:
____________________ ________________________
Gus Guinan Jim Nantell
City Attorney City Manager
____________________
Mary Ellen Kearney
City Clerk
Amended and Restated JEPA v7.2 11
B0342001/1345905-5
Amended and Restated JEPA v7.2
B0342001/1345905-5
12
CITY OF LIVERMORE
Approved as to form:
______________________ _________________________
John Pomidor Marc Roberts
City Attorney City Manager
CITY OF MILLBRAE
Approved as to form:
Joan Cassman
City Attorney
Amended and Restated JEPA v7.2
B034200 1/1345905-5
Marcia Raines
City Manager
13
CITY OF RICHMOND
Approved as to form:
City Attorney
Amended and Restated JEPA v7.2
B034200 1/1345905-5
14
Bill Lindsay
City Manager
CITY OF SAN JOSE
Approved as to form:
City Attorney
Amended and Restated JEPA v7.2
B034200111345905-5
City Manager
15
Amended and Restated JEPA v7.2
B0342001/1345905-5
16
CITY OF SANTA ROSA
Approved as to form:
______________________ _________________________
Richard Dowd
City Attorney BPU Chairman
CENTRAL MARIN SANITATION AGENCY
Approved as to form:
Jack Govi
Assistant County Counsel
Amended and Restated JEPA v7.2 17
B03420011134590S-S
JasonR. Dow
General Manager
DELTA DIABLO SANITATION DISTRICT
Approved as to form:
Mary Ann Mason
District Counsel
Amended and Restated JEPA v7.2
B03420011l345905-5
18
Gary W. Darling
General Manager
DUBLIN SAN RAMON SERVICES DISTRICT
Approved as to form:
Robert B. Maddow
General Counsel
Amended and Restated JEPA v7.2
B03420011l345905-5
19
Bert L. Michalczyk
General Manager
FAIRFIELD-SUISUN SEWER DISTRICT
Approved as to form:
Mark Cornelius
. District Counsel
Amended and Restated JEP A v7.2
B034200111345905-5
20
Greg Baatrup
General Manager
IRONHOUSE SANITARY DISTRICT
Approved as to fonn:
Frederick M. Etzel
District Counsel
Amended and Restated JEP A v7.2
B034200 1/1345905-5
21
Tom Williams
General Manager
NORTH SAN MATEO COUNTY SANITATION DISTRICT
Approved as to form:
Rose Zimmerman
District Counsel
Amended and Restated JEP A v7.2
B034200111345905-5
22
Patricia E. Martel
General Manager
SAN FRANCISCO PUBLIC UTILITIES COMMISSION
Approved as to form:
John S. Roddy
City Attorney
Amended and Restated JEP A v7.2
B034200Il134S90S-S
23
Ed Harrington, General Manager
General Manager
SAUSALITO-MARIN CITY SANITARY DISTRICT
Approved as to form:
Jennifer Fraught
District Counsel
Amended and Restated JEP A v7.2
B034200 111345905-5
24
Robert Simmons
General Manager
SOUTH BAYSIDE SYSTEM AUTHORITY
Approved as to fonn:
David E. Schricker
General Counsel
Amended and Restated JEP A v7.2
B034200 1/1345905-5
25
Daniel Child
Manager
UNION SANITARY DISTRICT
Approved as to form:
David M. O'Hara
District Counsel
Amended and Restated JEPA v7.2
B034200 1/1345905-5
26
Richard Currie
General Manager
VALLEJO SANITATION AND FLOOD CONTROL DISTRICT
Approved as to form:
Favaro, Lavezzo, Gill, Caretti & Heppell
District Counsel
Amended and Restated JEPA v7.2
B034200 1/1345905-5
27
Ron Matheson
District Manager
WEST COUNTY WASTEWATER DISTRICT
Approved as to form:
Alfred A. Cabral
Board Attorney
Amended and Restated JEPA v7.2
B03420011l345905-5
28
E. 1. Shalaby
General Manager
EXHIBIT A
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
INITIAL MEMBERS & REPRESENTATIVES
City of Burlingame
William E. Toci, Plant Manager
1103 Airport Blvd.
Burlingame, CA 94010
Phone: (650) 342-3727
Fax: (650) 342-3712
William. toci@veoliawaterna.com
City of Livermore
David A. Stoops, Public Works Operations
Manager
101 W. Jack London Blvd.
Livermore, CA 94551
Phone: (925) 960-8122
Fax: (925) 960-8105
dastoops@ci.livermore.ca.us
City of Millbrae
Ronald Popp, Director of Public Works
621 Magnolia Avenue
Millbrae, CA 94030
Phone: (650) 259-2339
Fax: (650) 697-8158
rpopp@ci.millbrae.ca.us
City of Richmond
Chad Davisson,
WastewaterlStormwater Division Manager
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-1630
Phone: (510) 620-5486
Fax: (510) 307-8116
Chad Davisson@cixichmond.ca.us
B034200 111249516-1
Central Marin Sanitation Agency
(CSMA)
Jason Dow, General Manager
1301 Anderson Drive
San Rafael, CA 94901
Phone: (415) 459-1455 x 145
Fax: (415) 459-3971
j dow@centralmarinsa.org
Delta Diablo Sanitation District (DDSD)
Caroline Quinn, District Engineer
2500 Pittsburg-Antioch Highway
Antioch, CA 94509-1373
Phone: (925) 756-1928
Fax: (925) 756-1960
caro lineq@ddsd.org
Dublin San Ramon Services District
(DSRSD)
Bert L. Michalczyk, General Manager
7051 Dublin Boulevard
Dublin, CA 94568
Phone: (925) 875-2200
Fax: (925) 829-1180
michalczyk@dsrsd.com
Fairfield-Suisun Sewer District
Gregory G. Baatrup, General Manager
1010 Chadbourne Road
Fairfield, CA 94534-9700
Phone: (707) 429-8930
Fax: (707) 429-1280
gbaatrup@fssd.com
Ironhouse Sanitarv District (lSD)
Jenny Skrel, District Engineer
450 Walnut Meadows Drive
Oakley, CA 94561
Phone: (925) 625-2279
Fax: (925) 625-0169
skrelisd@sbcgobal.net
EXHIBIT A
(Continued)
North San Mateo County Sanitation
District
Patricia E. Martel, General Manager
333-90th Street
Daly City, CA 94015
Phone: (650) 991-8127
Fax: (650) 991-5759
pmartel@dalycity.org
San Francisco Public Utilities
Commission (SFPUC)
Tommy Moala, Assistant General Manager,
Wastewater Enterprise
1155 Market St. 11 th Floor
San Francisco, CA 94103
Phone: 415-554-2465
Fax: (415) 554-3171
tmoala@sfwater.org
Sausalito-Marin City Sanitary District
Robert Simmons, General Manager
P.O. Box 39
Sausalito, CA 94966
Phone: (415) 332-0244
Fax: (415) 332-0453
bob@smcsd.net
South Bayside System Authority
Daniel T. Child, Manager
1400 Radio Road
Redwood City, CA 94065-1220
Phone: (650) 832-6220
Fax: (650) 591-7122
therrera@sbsa.org
Union Sanitary District
Richard Currie, General Manager
5072 Benson Road, P.O. Box 5050
Union City, CA 94587-8550
Phone: (510) 477-7502
Fax: (510) 477-7501
rich currie@unionsanitary.com
B034200 111249516· 1
Vallejo Sanitation and Flood Control
District
Ron Matheson, District Manager
450 Ryder Street
Vallejo, CA 94590
Phone: (707) 644-8949 x211
Fax: (707) 644-8975
rmatheson@vsfcd.com
West County Wastewater District
(wCWD)
E. J. Shalaby, General Manager
2910 Hilltop Drive
Richmond, CA 94806
Phone: (510) 222-6700
Fax: (510) 222-3277
eshalaby@wcwd.org
City of Santa Rosa
Zachary Kay, Biosolids Manager
4301 Llano Rd
Santa Rosa, CA 95407
Phone: (707) 543-3374
Fax: (707) 543-3444
zkay@srcity.org
City of San Jose
Jo Zientek, Deputy Director of
Environmental Services
200 East Santa Clara Street, 10th Floor
San Jose, CA 95113
Phone: (408) 535-8557
Fax: (408) 292-6211
Jo.Zientek@sanjoseca.gov
TASK
1
2
3
4
5
6
7
EXHIBITB
BAY AREA BIOSOLIDS TO ENERGY COALITION
STATUS OF "PHASE III.B"(FROM ORIGINAL JEPA) TASKS
DESCRIPTION STATUS
Biosolids Management Alternatives Complete
Engineering Facility Planning Complete
Site Screening and Environmental Documentation Complete
Project (Agency) Outreach Complete
Stakeholder Outreach Complete
Grant Funding Assistance Ongoing
State and Federal Advocacy Assistance Ongoing
B0342001/1249517-2
EXHIBITC
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
EXISTING CONTRACTS
The following is a list of contracts that Delta Diablo Sanitation District (DDSD) has entered into on behalf of the
Bay Area Biosolids to Energy Coalition.
1. Consulting Services Agreement between DDSD and Carollo Engineers, dated March 26, 2009, for
technical and engineering services.
2. Consulting Services Agreement between DDSD and ENS Resources, dated January 1, 2009, for federal
advocacy services.
3. Consulting Services Agreement between DDSD and Edelstein Gilbert Robson & Smith, dated
November 1, 2008, for state advocacy services.
4. Agreement between Bay Area Biosolids to Energy Coalition/DDSD and Water Environment Research
Foundation, dated May 12, 2011, for WERF to organize and manage a peer review of a demonstration
project
5. Contract for legal Services between DDSD and Archer Norris, A Professional Law Corporation, dated
March 17,2011, for legal services related to establishing a governance structure (through a JEPA
Amendment) for the Bay Area Biosolids to Energy Coalition.
6. Agreement No. 500-10-34 between DDSD and the State of California Energy Resources Conservation
and Development Commission (Energy Commission), to provide funding for a technology .
demonstration project
7. Project Agreement between DDSD and Intellergy Incorporated, dated June 21,2011, to Transfer
Obligations and funding under Funding Agreement 500-10-34 to Intellergy.
B0342001/1296384-1
Joint Exercise of Powers Agreement
BAY AREA BIOSOLIDS TO ENERGY COALITION
EXHIBIT D
Project Cost Allocation
2007 Avg Dry
Agency Weather Flow(mgd) Total Payment
Sausalito Marin 1.3 $46,333
City of Milbrae 1.5 $47,307
Iron house Sanitary District 2.7 $53,153
City of Burlingame 3.6 $57,537
North San Mateo County San 6.6 $72,151
Central Marin Sanitation Agency 7.0 $74,099
City of Livermore 7.1 $74,586
West County Wastewater District 7.2 $75,074
City of Richmond 9.2 $84,816
Dublin San Ramon Services District 11.1 $94,072
Vallejo Sanitation District 11.0 $93,585
Delta Diablo Sanitation District . 14.0 $108,199
Fairfield-Suisun Sewer District 14.5 $110,634
South Bayside System Authority 15.3 $114,531
Santa Rosa 15.3 $114,531
Union Sanitary District 26.5 $169,090
San Francisco Public Utilities District 79.0 $424,835
City of San Jose 112.0 $585,588
TOTAL $2,400,119
San Jose Credit for demonstration $215,000
TOTAL Cash Contributions $2,185,119
EXHIBITE
BAY AREA BIOSOLIDS TO ENERGY COALITION
JOINT EXERCISE OF POWERS AGREEMENT
FORM OF ADDENDUM
This addendum to the [date] agreement entitled "Amended and Restated Bay
Area Biosolids to Energy Coalition Joint Exercise of Powers Agreement", [as amended on
______ [list dates of any amendments] (the "Agreement"), is dated ______ _
and is made by [name of agency] (the "Agency"), a
__________ [state legal capacity, e.g. a municipal corporation] for the purpose of
Agency becoming a party to the Agreement and a Member of the Coalition, as those terms are
defined in the Agreement. The Agreement is incorporated by reference and made a part of this
Addendum.
The Agency acknowledges that it has received a copy of the Agreement and, after a
thorough review of the Agreement, desires to become a party to the Agreement and a Member.
The Agreement permits the addition of parties to the Agreement if (i) such addition is approved
by a majority of the members of the Steering Committee, as defined in the Agreement, and (ii)
the agency desiring to become a party provides certain information and assumes the obligations
of a party through the execution of an addendum.
The governing body of the Agency certifies that the Agency has reviewed the Agreement
and agrees to its terms.
In consideration for the mutual promises set forth in the Agreement, the governing body
ofthe Agency hereby agrees to accept and perform all duties, responsibilities and obligations
required of a Member as set forth in the Agreement. Further, the governing body authorizes its
_________ [title], or his/her designee, as its Representative, with authority to sign
all documents necessary to implement the Agreement.
The notice address for the Agency's Representative is:
[Name of Agency]
By: _________________ _
Chairperson
The Agreement and the Addendum are approved as to form:
By: _______________ , Attorney for AGENCY
B034200 111296391-4 Page 1 of 1