A Joint Powers Agency of West County Wastewater, City of Richmond and Richmond

Municipal Sewer District

BOARD MEETING AGENDA

Friday, March 26, 2021

Special Meeting - 10:00 a.m.

Consistent with the Governor’s Executive Orders N-25-20 and N-29-20 and the Contra Costa County Social Distancing Health Order, this meeting will not be physically open to the public and all Board Members will teleconference into the meeting via Zoom Video Conferencing. The public can observe the meeting by accessing https://us02web.zoom.us/j/88252649026 or joining by phone +1 669 900 6833 Webinar ID 882 5264 9026

Public comments may be sent to the Agency Clerk via email at districtclerk@wcwd.org. Comments will be read into the record, up to 3 minutes per comment, subject to the Chair’s discretion.

This agenda and supporting documents are posted on the West County Wastewater website http://wcwdca.iqm2.com/Citizens/default.aspx. Board meetings are video recorded.

Any member of the public who needs accommodations should email districtclerk@wcwd.org who will use best efforts to provide reasonable accommodations to provide as much accessibility as possible while also maintaining public safety in accordance with the Agency’s procedure for resolving reasonable accommodation requests.

BOARD OF DIRECTORS: Eduardo Martinez (Richmond), Chair David Alvarado (WCW) Nathaniel Bates (Richmond) Cheryl Sudduth (WCW)

ALTERNATES: Demnlus Johnson (Richmond) Cesar Zepeda (WCW)

1. CALL TO ORDER/ROLL CALL

ROLL CALL

PUBLIC COMMENTS (ITEMS NOT ON THE AGENDA)

2. INTRODUCTIONS

3. MINUTES Board Meeting Minutes of June 18, 2020.

West County Agency Special Board of Directors Meeting Agenda March 26, 2021 Page 2

4. GOVERNANCE OVERVIEWThe Agency Manager and General Counsel will provide an overview of the currentmembers of the Agency Board, as appointed by each member entity; officers; staff tothe Agency; and member entity liaison staff. In addition, the Agency Manager andGeneral Counsel will review with the Board current issues of governance includingstanding meetings schedule, board member compensation, Conflict of Interest Codeand Form 700 filings. Attached to this Agenda as Exhibit 1 is a summary of thesepositions, incumbents, and governance issues.

5. ELECTION FOR VICE PRESIDENT. Elect a Vice Chair for the remainder ofthe 2021 fiscal year. At the June 2020 annual meeting, the Board elected Eduardo Martinez (Richmond) as the Chair, and Harry Wiener (WCW) as the Vice Chair for the 2021 fiscal year. Cheryl Sudduth has replaced Harry Wiener as WCW’s second member of the Agency Board, and therefore a vacancy exists for the position of Vice Chair of the Board.

Staff recommends that the Board nominate and elect a Vice Chair for the remainder of the 2021 fiscal year.

6. ADOPT A CONFLICT OF INTEREST CODEThe Agency Board last adopted a Conflict of Interest Code in 1996. State lawrequires all public agencies to review their Conflict of Interest Codes everytwo years.

Staff recommends that the Board adopt the revised Conflict of Interest Code attached to this Agenda as Exhibit 2.

7. FINANCESThe Agency Manager will describe the current finances of the Agency, and how the member entities are invoiced and fund operational and capital costs of the Agency. In addition, the Agency Manager will describe the budget process, including the upcoming schedule for Fiscal Year 2022.

8. STATUS UPDATEThe Agency Manager will provide an update on various Agency issues including:(a) the Sodium Bisulfide Project(b) Potential Amendment and Full Restatement of the Joint Powers Agreement.

West County Agency Special Board of Directors Meeting Agenda March 26, 2021 Page 3

9. JPA AMENDMENT 6

The Fifth Amendment to the Joint Powers Agreement was approved by the Members in 2020 and provides a mechanism to fund and contract for the SBS Project whereby the Agency serves as the construction contract awarding body. Subsequent discussions among member entities’ liaison staff have determined that it would be more efficient to have Richmond serve as the construction contract awarding body. Staff recommends that the Board approve the proposed Sixth Amendment to the Joint Powers Agreement, in a form substantially similar to the attached Exhibit 3, to provide for the City of Richmond to serve as the construction contract awarding body for the SBS Project, and for WCA to contract for design services and to continue to provide administrative oversight and direct the Manager to request that each of the member entities approve the Sixth Amendment.

10. REPORTS FROM STAFF AND DIRECTORS The purpose of these reports is to provide information to the Board and public on

projects, programs and issues related to the overall operation of the Agency. No decisions will be made on these issues. If a Director or staff prefer formal action on any item, it will be placed on a future Board meeting agenda.

11. ADJOURNMENT

June 18, 2020

Page 1

The meeting of the West County Agency Board of Directors was held virtual teleconference, zoom.us, online, California. The meeting was called to order at 9:11 a.m. by Chair Alvarado.

1. CALL TO ORDER/ROLL CALL Roll call was taken and the following members were present: David Alvarado ..................... Chair Eduardo Martinez .................. Vice Chair Nathanial Bates .................... Director Harry Wiener ....................... Director Alfred Cabral ....................... Agency Attorney Also in attendance were City of Richmond (COR) Water resource Recovery Project Manager Mary Phelps, COR Engineering & CIP Director Yader Bermudez, City of Richmond (COR) Attorney Everett Jenkins, West County Wastewater (WCW) Deputy General Manager Andrew Clough, WCW Administrative Services Department Manager Justin Lovell, WCW Water Quality & Resource Recovery Department Manager Aaron Winer, Infrastructure & Planning Department Manager Michael Savannah, and WCW Temporary Board Clerk Gina Musil.

2. SPECIAL ORDER OF THE DAY

a. Appoint WCA Chair and Vice Chair for Fiscal Year 2021 Chairman Alvarado nominated Vice Chairman Martinez as the WCA Chair. A motion was made by Director Bates and seconded by Chairman Alvarado to appoint Vice Chairman Martinez as the Chair through June 2021. The motion passed unanimously.

Chairman Alvarado nominated Director Wiener as the WCA Vice Chair. A motion was made by Chair Alvarado and seconded by Director Bates to appoint Director Wiener as the Vice Chair through June 2021. The motion passed unanimously.

3. APPROVAL OF AGENDA ORDER A motion was made by Director Wiener and seconded by Director Bates to approve the order of the agenda with no changes. The motion unanimously passed.

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West County Wastewater West County Agency Meeting Minutes June 18, 2020 Page 2

4. PUBLIC COMMENTS - ITEMS NOT ON THE AGENDA There were no public comments.

5. CONSENT CALENDAR A motion was made by Chairman Alvarado and seconded by Director Wiener to approve the Consent Calendar items as listed below. The motion unanimously passed. a. Minutes Board meeting minutes of April 17, 2020 and May 15, 2020.

6. ACTION CALENDAR

a. Adopt a Resolution Approving the Fiscal Year 2021 West County Agency Budget and Authorizing the Agency Manager to Expend Budgeted Funds A motion was made by Director Wiener and seconded by Director Bates to adopt the West County Agency Budget for fiscal year 2021 and authorizing the Agency Manager to expend budgeted funds. The motion unanimously passed.

7. INFORMATION REPORTS

a. Receive the Fiscal Year 2019 Audited Financial Statement and the Fiscal Year 2020 Check Register The report and the check register were received and filed.

b. Receive the San Francisco Bay Regional Water Quality Control Board NPDES Compliance 2019 Annual Report The report was received and filed.

c. Sludge Pond Lease Agreement The Board received the informational report from both City of Richmond (COR) and West County Wastewater (WCW) regarding the Sludge Pond Lease Agreement and the need to review the document to make alterations, improvements, and/or amendments after the current Lease Agreement expires in 2025.

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West County Wastewater West County Agency Meeting Minutes June 18, 2020 Page 3

d. Agency Manager/Board Attorney/Staff Reports West County Wastewater (WCWD) Deputy General Manager Andrew Clough, gave an update regarding the Joint Powers Agency (JPA) agreement and took questions regarding the Sodium Bisulfate (SBS) contract with Corollo. He advised that the contract is in place and they are ready to apply the funding Richmond has committed to already and that Corollo is moving forward with the design.

8. BOARD REPORTS

a. Reports from Board Members on issues pertaining to the overall operations of the West County Agency None

9. GOOD OF THE ORDER/FUTURE AGENDA ITEMS

None

ADJOURNMENT The meeting adjourned at 10:00 a.m.

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TO: Board of Directors West County Agency

DATE: March 26, 2021

REPORT BY: Andrew Clough, Agency Manager

Subject: Overview of the current members of the Agency Board

RECOMMENDATION

Overview of the current members of the Agency Board

BACKGROUND AND DISCUSSION

The Agency Manager and General Counsel will provide an overview of the current members of the Agency Board, as appointed by each member entity; officers; staff to the Agency; and member entity liaison staff. In addition, the Agency Manager and General Counsel will review with the Board current issues of governance including standing meetings schedule, board member compensation, Conflict of Interest Code and Form 700 filings. Attached to this Agenda as Exhibit 1 is a summary of these positions, incumbents, and governance issues.

SUPPORTING DOCUMENTS

Attachment A: West County Agency Governance Summary

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TO: Board of Directors, West County Agency

FROM: Andrew Clough, Agency Manager Claire Collins, Agency Counsel

DATE: March 25, 2021

RE: West County Agency Governance Summary

This memorandum summarizes the governance structure and incumbents of the West County Agency, and also identifies certain issues for discussion at the Special Meeting scheduled for Friday, March 26, 2021.

West County Agency (“WCA” or the “Agency”) is a joint powers agency governed by a Board of Directors comprised of 4 directors (2 from each member entity). The current incumbents are:

from West County Wastewater (“WCW”): David Alvarado Cheryl Sudduth (appointed by WCW February 2021)

Alternate: Cesar Zepeda (appointed by WCW February 2021)

from City of Richmond/Richmond Municipal Sewer District (“Richmond”): Eduardo Martinez Nathaniel Bates

Alternate: Demnlus Johnson

WCA Officers/Senior Staff Chair – Eduardo Martinez (elected June 18, 2020) Vice Chair – Vacant (WCW’s Director Wiener elected June 2020) Manager – Andrew Clough (sitting by designation of WCW’s General

Manager as of February 27, 2020). Also acts as Treasurer/Controller. Agency Counsel – Claire Collins, Hanson Bridgett LLP Secretary/Clerk – Brenda Martinez

Member Entities’ Staff/Legal Liaisons

WCW General Manager – Lisa Malek-Zadeh (LMalek-Zadeh@wcwd.org) Deputy GM – Andrew Clough (aclough@wcwd.org)

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Page 2 17390115.1

Clerk – Brenda Martinez (bmartinez@wcwd.org) District Counsel - Claire Collins (ccollins@hansonbridgett.com)

Richmond Public Works Director – Retired Annuitant – Yader Bermudez

(Yader_Bermudez@ci.richmond.ca.us) Incoming Public Works Director – Joe Leach (starting in April 2021) Water Resource Recovery Project Manager – Mary Phelps

(Mary_Phelps@ci.richmond.ca.us) Special Counsel - Tony Condotti (tcondotti@abc-law.com)

Governance Issues for Discussion

A. Meetings –

Currently one annual regular meeting. The JPA requires the Board to hold at least one regular meeting each year, the date, time, and place of which is fixed by resolution of the Board. The Agency has adopted a resolution fixing the date, hour, and place for the regular meeting as the third Thursday of June each year commencing at 9:00 a.m. at 2910 Hilltop Drive, Richmond, California. (See Resolution No. 15-002, Exhibit A.)

Consider quarterly regular meetings? The Agency and its member entities are undertaking some large projects in the coming year, and quarterly meetings may facilitate more regular updates. A quarterly meeting could be held the third Thursday of September, December, March, and June at 9:00am.

Special meetings for remainder of FY 2021. In order to facilitate updates to governance issues and the SBS project, staff recommends a special meeting in May 2021, followed by the regular meeting in June 2021.

B. Board Member Compensation

The JPA states that Board Members are entitled to receive compensation as provided by law for directors of a sanitary district under the Sanitary District Act of 1923. (See JPA, Section 8.2(ii).) By resolution, the current compensation for Board Members is set at $100 per day for each day's attendance at meetings of the Board, or for each day's service rendered as a director by request of the Board, not to exceed a total of six days in any calendar month plus reimbursement for actual expenses incident to the performance of their duties as a director. (See Resolution No. 8-21-86, Exhibit B.) Board Members may increase the per diem by up to 5% annually; the maximum per diem is now $525. For comparison, WCW’s current per diem compensation is $265 per meeting. Increasing the per diem requires adoption of an ordinance.

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Page 3 17390115.1

C. Conflict of Interest Code/Form 700 Filings

Government Code Section 87300 requires every agency to adopt and promulgate a Conflict of Interest Code, and review it for updates every two years. The current amended Conflict of Interest Code was adopted on October 24, 1996. (See Resolution No. 10-24-96, Exhibit C.) Staff recommends adopting an updated Conflict of Interest Code.

D. Joint Powers Agreement – 6th Amendment Requested by Richmond, PlusAmended & Restated to Be Developed

The Joint Powers Agreement and Agency was formed on February 15, 1977 and the Joint Powers Agreement was amended and restated as of June 15, 1984. The JPA has had five subsequent amendments. The most recent amendment – the 5th Amendment (See Exhibit D) provided for an alternative financing and contracting approach for the SBS Project and was signed in 2020. The Agency Manager, pursuant to a request by Richmond City staff, recommends that the JPA be promptly amended under a 6th Amendment to allow for Richmond to contract directly for the construction of the SBS project on behalf of the WCA.

In addition, for several years staff and counsel from both member entities have discussed modernizing and streamlining the Joint Powers Agreement. Staff recommends the Board direct Agency Counsel to draft a restated joint powers agreement to consolidate all amendments and reflect current practices, and return to this Board for review.

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EXHIBIT A

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RESOLUTION OF THE BOARD OF DIRECTORS OF WEST COUNTY AGENCY COUNTY OF CONTRA COSTA, CALIFORNIA

RESOLUTION NO. 15-002

FIXING THE REGULAR MEETING OF THE BOARD OF DIRECTORS

In accordance with Section 9.1 of the Joint Exercise of Powers Agreement of the West County Agency, the Board of Directors hereby fixes the date, hour and place for the regular meeting of the Board of Directors as the third Thursday of June of each year commencing at 9:00 a.m. at 2910 Hilltop Drive, Richmond, California. If the regular meeting day falls upon a holiday, the regular meeting of the Board shall be held at the same time and place upon the first succeeding day which is not a holiday or other day set by the Directors. Special, emergency and other meetings of the Board may be called in accordance with the Joint Exercise of Powers Agreement or as otherwise allowed by applicable law. This Resolution shall become effective immediately.

* * * I HEREBY CERTIFY that the foregoing resolution was duly and regularly

adopted by the Board of Directors of the West County Agency of Contra Costa County, California, at a regular meeting thereof held on the 23rd day of July, 2015, by the following vote:

AYES: Caine, Martinez, Granzella, Bates NOES: None ABSENT: None

Chair of the Board West County Agency of Contra Costa County, California

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EXHIBIT B

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EXHIBIT C

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EXHIBIT D

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AMENDMENT NO. 5 TO JOINT EXERCISE OF POWERS AGREEMENT

OF THE WEST COUNTY AGENCY BY AND AMONG THE WEST COUNTY WASTEWATER DISTRICT

AND THE CITY OF RICHMOND AND RICHMOND MUNICIPAL SEWER DISTRICT

The parties to this Amendment No. 5 to the Joint Exercise of Powers Agreement do mutually agree and promise as follows:

1. Parties. The parties to this Amendment No. 5 to the Joint Exercise of Powers Agreement of the West County Agency, Contra Costa County, California, a joint exercise of powers agency (Agency) are City of Richmond, Richmond Municipal Sewer District and West County Wastewater District.

2. Purpose. This Amendment No. 5 is being entered into to amend the amended and restated Joint Exercise of Powers Agreement which was entered into by and among the West County Wastewater District, formerly known as the West Contra Costa Sanitary District, and the City of Richmond and the Richmond Municipal Sewer District, on June 15, 1984 (the "Original Agreement") and subsequently amended by Amendment No. 1 on April 2, 1990, Amendment No. 2 on November 23, 1992, Amendment No. 3 on December 21, 1993 and Amendment No. 4 on July 2, 1996. The Original Agreement and all amendments thereto will be collectively referred to as the "JPA". The specific purpose of this Amendment No. 5 is to provide for the design, funding, construction, operation and maintenance of new shared Joint Facilities for dechlorination of effluent prior to its discharge through the joint outfall pipeline.

3. Original Agreement Provisions. The parties hereto agree to continue to abide by those terms and conditions of the JPA which are unaffected by this Amendment No. 5.

4. Amendment Provisions. This Amendment No. 5 is subject to the Amendment Provisions attached hereto as Exhibit A and incorporated herein by this reference. Said Amendment Provisions supersede any conflicting provisions of the JPA.

5. Signatures. These signatures attest the parties' agreement to the provisions of this Amendment No 5 to the Joint Exercise of Powers Agreement.

Executed on C 49.1 , 2020, at Richmond, California.

City of Richmond A municipal Corporation

By: Its:

Richmond Municipal Sewer District

By:

Its:

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Attest:

City Clerk

Executed on

Attest:

Brenda Martine ec 4,2020 17:02 PST)

District Clerk

Approve o/Form:

Ci. Attorney

, 2020, at Richmond, California.

West County Wastewater District

Ata. kn.e.da-ja,,Ze

By: Its:

Approved as to Form: - A •

General Counsel

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EXHIBIT A OF AMENDMENT NO 5 TO THE

JOINT EXERCISE OF POWERS AGREEMENT OF THE WEST COUNTY AGENCY

RECITALS

This Amendment No. 5 is made with regard to the following facts and circumstances.

A. Richmond owns and operates a wastewater treatment plant ("Richmond WWTP") and WCWD owns and operates a separate water quality and resource recovery plant ("WCWD WQRRP"). The Richmond WWTP and WCWD WQRRP generate chlorinated secondary effluent that must be dechlorinated before it is discharged to San Francisco Bay pursuant to California Regional Water Quality Board ("RWQCB") Order No. R2-2019-003, and National Pollutant Discharge Elimination System (NPDES) Permit No. CA003539 effective April 1, 2019.

B. The Richmond WWTP and WCWD WQRRP effluent dechlorination facilities and equipment were constructed in the 1980's. The majority of the existing effluent dechlorination facilities are situated on the Richmond wwrp. Declorination of effluent from the Richmond WWTP and WCWD WQRRP is accomplished by injecting an adequate quantity of sodium bisulfate into chlorinated effluent prior to discharge. For convenience of reference, the existing dechlorination facilities will be referred to as the "SBS Facilities".

C. Richmond and Richmond Municipal Sewer District (collectively "Richmond") and West County Wastewater District ("District") separately engaged Carollo Engineers ("Camillo") to assess the condition of the SBS Facilities. The Carollo condition assessments concluded that the SBS Facilities have reached the end of their useful life and need to be replaced or rehabilitated.

D. The Carollo condition assessments offered alternative projects including rehabilitating the SBS Facilities, replacing the SBS Facilities as Joint Facilities and replacing the SBS Facilities as Sole Use Facilities. After considering all feasible alternatives, the Agency Board of Directors decided to proceed with design and construction of a project that will demolish and replace the SBS Facilities as Joint Facilities.

E. On May 15, 2020, the Agency Board of Directors adopted its Resolution authorizing the Agency Manager to execute a contract with Carollo for design of the project for demolition and replacement of the SBS Facilities (the "SBS Project").

F. Bids for SBS Project construction will be solicited once Carollo completes and the Agency approves design of the SBS Project. Richmond requested, and WCWD agreed, that Richmond will undertake procurement of SBS Project construction bids using Richmond's usual procurement process.

G. The Richmond WWTP is operated and maintained pursuant to a contract between Richmond and Veolia Water West Operating Services ("Veolia"). Richmond and WCWD have

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determined that it is in their mutual best interests to engage Veolia to manage construction of the SBS Project at the Richmond WWTP.

AGREEMENT

NOW, THEREFORE, THE RICHMOND AND WCWD HEREBY AGREE AS FOLLOWS:

1. Incorporation of Recitals. The foregoing recitals are true and correct statements of fact and the circumstances underlying this Amendment No. 5 and are incorporated herein by this reference. Capitalized terms throughout this Amendment No. 5 not otherwise defined herein shall have the same meaning as defined in the JPA.

2. Procurement of Construction Bids. Upon completion and approval of SBS Project design, Richmond will undertake on behalf of the Agency procurement of bids for construction of the SBS Project. The bids so obtained will be presented to the Agency Board of Directors for approval. Any contract for construction of the SBS Project will be entered between the Agency and the successful bidder.

3. SBS Project Management. Veolia shall be engaged to manage all aspects of the SBS Project at the Richmond WWTP pursuant to Veolia's existing contract with Richmond. Richmond and WCWD will share the cost of SBS Project construction management in the same percentage as the allocation of Capital Costs below.

4. Cost Allocation and Payment of Expenses. Richmond and WCWD are obligated to share Capital Costs and Operating Costs in accordance with percentages allocated in the JPA, and most recently in JPA Amendment No. 3. WCWD and Richmond have determined and hereby agree that a different cost allocation of Capital Costs and Operating Costs is appropriate for the SBS Project.

a. Allocation of Capital Costs. Capital Costs for the SBS Project shall be allocated and paid as follows: Richmond —65%; WCWD —35%.

b. Allocation of Operating Costs. Operating Costs for the SBS Project shall be allocated and paid as follows: Richmond —65%; WCWD —35%. This allocation of Operating Costs is based upon the estimated use of the completed SBS Project by Richmond and WCWD. Upon request by Richmond or WCWD, this allocation of Operating Costs can be revised to reflect actual use of the completed SBS Project.

c. Payment of Capital Costs. Upon approval of a contract for construction of the SBS Project, the Agency Manager shall bill each Member for its share of the Capital Costs for the SBS Project. Each Member shall, within 30 days of billing, deposit its proportionate share of SBS Project Capital Costs into the Joint Operating Fund or such other fund as may be established for the SBS Project. All Capital Costs for the SBS Project shall be paid from the fund into which the deposits are made.

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5. Joint Facilities. The completed SBS Project will constitute Joint Facilities under the WA.

6. Mutual Cooperation. Successful design and implementation of the SBS Project will require the cooperation and involvement of Richmond and WCWD. To that end, Richmond and WCWD will develop a process whereby both agencies will be kept fully informed and allowed to review, comment on and be involved with all aspects of SBS Project design, Capital Costs, construction, construction management, construction changes and all other facets of the SBS Project sufficiently in advance to meaningfully participate.

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TO: Board of Directors West County Agency

DATE: March 26, 2021

REPORT BY: Andrew Clough, Agency Manager

Subject: ADOPT A CONFLICT OF INTEREST CODE

RECOMMENDATION

Adopt a Conflict of Interest Code

BACKGROUND AND DISCUSSION

The Agency Board last adopted a Conflict of Interest Code in 1992. State law requires all public agencies to review their Conflict of Interest Codes every two years.

Staff recommends that the Board adopt the revised Conflict of Interest Code attached to this Agenda as Exhibit 2.

SUPPORTING DOCUMENTS

Attachment A: Conflict of Interest Code

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17384462.1

CONFLICT OF INTEREST CODE FOR THE

WEST COUNTY AGENCY

Adopted as of ________________, 2021

1. The Political Reform Act, Government Code Section 81000, et seq., requiresstate and local government agencies to adopt and promulgate conflict of interestcodes. The Fair Political Practices Commission has adopted a regulation, 2 Cal.Code of Regs. Section 18730, which contains the terms of a standard conflict ofinterest code. It can be incorporated by reference and may be amended by theFair Political Practices Commission after public notice and hearings to conform toamendments in the Political Reform Act. Therefore, the terms of 2 Cal. Code ofRegs. Section 18730 and any amendments to it duly adopted by the Fair PoliticalPractices Commission are hereby incorporated by reference and, along with theattached Appendix in which members and employees are designated anddisclosure categories are set forth, constitute the conflict of interest code of theWest County Agency of Contra Costa County (“Agency”).

2. As provided in Government Code Section 82011, the code reviewing body is theContra Costa County Board of Supervisors. Pursuant to Title 2 California Code ofRegulations Section 18227, the Contra Costa County Clerk is the officialresponsible for receiving and retaining statements of economic interests filed withthe Board of Supervisors.

3. The Agency’s Board of Directors hereby delegates to the Manager the power todesignate positions for disclosure required by this code on an interim basis, if theManager determines that the position entails the making or participating in themaking of decisions which may foreseeably have a material effect on financialinterests

4. This Conflict of Interest Code supersedes any Conflict of Interest Codepreviously adopted by the Agency.

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APPENDIX

17384462.1

87200 Filers

*1. Directors *2. Manager *3. General Counsel

*These positions manage public investments and will file a statement of economicinterests pursuant to Government Code Section 87200. By law, these positions are notconsidered designated employees. The following provisions apply only to designatedemployees, should any be determined to exist in the future.

Disclosure Categories for Designated Employees

General Rule:

An investment, interest in real property, or income is reportable if the business entity in which the investment is held, the interest in real property, or the income or source of income may foreseeably be affected materially by any decision made or participated in by the designated employee by virtue of the employee's position.

Designated Employees in Category "1" Must Report:

Investments, interests in real property and income, and any business entity in which the person is a director, officer, partner, trustee, employee, or holds a position of management. Financial interests are reportable only if located within the boundaries of the West County Agency or if the business entity is doing business or planning to do business within the boundaries (and such plans are known by the designated employee) or has done business within the boundaries at any time during the two years prior to the filing of the statement.

Designated Employees in Category "2" Must Report:

Investments in any business entity, and income from any source and status as a director, officer, partner, trustee, employee, or holder of a management position in any business entity, which bas within the last two years contracted, or foreseeably may contract, with the West County Agency to provide services, supplies, materials, machinery, or equipment to the Agency.

Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest disclosure category in this Code, except that the Manager may determine in writing that a particular consultant is hired to perform a range of duties that are limited in scope and thus is not required to comply or fully comply with the disclosure requirements described in this Appendix. Such written determination shall include a description of the consultant’s duties and, based upon that description, a statement of the extent of disclosure requirements. The Manager’s determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

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TO: Board of Directors West County Agency

DATE: March 26, 2021

REPORT BY: Andrew Clough, Agency Manager

Subject: Approve the proposed Sixth Amendment to the Joint Powers Agreement

RECOMMENDATION

Approve the proposed Sixth Amendment to the Joint Powers Agreement

BACKGROUND AND DISCUSSION

The Fifth Amendment to the Joint Powers Agreement was approved by the Members in 2020 and provides a mechanism to fund and contract for the SBS Project whereby the Agency serves as the construction contract awarding body. Subsequent discussions among member entities’ liaison staff have determined that it would be more efficient to have Richmond serve as the construction contract awarding body.

Staff recommends that the Board approve the proposed Sixth Amendment to the Joint Powers Agreement, in a form substantially similar to the attached Exhibit 3, to provide for the City of Richmond to serve as the construction contract awarding body for the SBS Project, and for WCA to contract for design services and to continue to provide administrative oversight and direct the Manager to request that each of the member entities approve the Sixth Amendment.

SUPPORTING DOCUMENTS

Attachment A: WCA Redline of JPA Amendment 6

Attachment B: WCA JPA Amendment 6 (Clean)

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Page 1 17391318.1

AMENDMENT NO. 5 6 TO JOINT EXERCISE OF POWERS AGREEMENT

OF THE WEST COUNTY AGENCY BY AND AMONG THE WEST COUNTY WASTEWATER DISTRICT

AND THE CITY OF RICHMOND AND RICHMOND MUNICIPAL SEWER DISTRICT

The parties to this Amendment No. 5 6 to the Joint Exercise of Powers Agreement do mutually agree and promise as follows:

1. Parties. The parties to this Amendment No. 5 6 to the Joint Exercise of PowersAgreement of the West County Agency, Contra Costa County, California, a joint exercise of powers agency (“Agency”) are the City of Richmond, Richmond Municipal Sewer District and West County Wastewater District.

2. Purpose. This Amendment No. 5 6 is being entered into to amend the amended andrestated Joint Exercise of Powers Agreement which was entered into by and among the West County Wastewater District, formerly known as the West Contra Costa Sanitary District, and the City of Richmond and the Richmond Municipal Sewer District, on June 15, 1984 (the “Original Agreement”) and subsequently amended by Amendment No. 1 on April 2, 1990, Amendment No. 2 on November 23, 1992, Amendment No. 3 on December 21, 1993, and Amendment No. 4 on July 2, 1996, and Amendment No. 5 on December 5, 2020. The Original Agreement and all amendments thereto will be collectively referred to as the “JPA.”. The specific purpose of this Amendment No. 5 6 is to provide for an alternative contracting approach to the design, funding, construction, operation and maintenance of new shared Joint Facilities for dechlorination of effluent prior to its discharge through the joint outfall pipeline set forth in Amendment No. 5.

3. Original Agreement Provisions. The parties hereto agree to continue to abide by thoseterms and conditions of the JPA which are unaffected by this Amendment No. 5.

4. Amendment Provisions. This Amendment No. 5 is subject to the AmendmentProvisions attached hereto as Exhibit A and incorporated herein by this reference. Said Amendment Provisions supersede any conflicting provisions of the JPAThe parties intend by this Amendment No. 6 to provide for the City of Richmond, not the Agency, to let the construction contract for the Joint Facilities described above, subject to the same cost-sharing ratios as described in Amendment No. 5. The parties therefore amend Exhibit A of Amendment No. 5 as follows:

Delete Section 2 in its entirety, and replace it with the following:

2. Procurement of Construction Bids and Award of Contract.Upon completion and approval of SBS Project design, Richmond will undertake on behalf of the Agency procurement of bids for construction of the SBS Project. The bids so obtained will be presented to the Agency Board of Directors for approval. Upon the Agency’s approval, the City of

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Page 2 17391318.1

Richmond shall enter into the contract for construction of the SBS Project on behalf of the Agency.

4. No Other Changes. Except as amended by this Amendment No. 6, the JPA willremain in full force and effect.

[Signatures appear on following page.]

5. Signatures. These signatures attest the parties’ agreement to the provisions of thisAmendment No 5 to the Joint Exercise of Powers Agreement.The parties are signing this Amendment No. 6 to be effective as of the last signature date.

Executed on _________________, 2020, at Richmond, California.

City of Richmond, Richmond Municipal Sewer District A Municipal Corporation

__________________________ ___________________________ By: Laura Snideman By: Its: City Manager Its: Date: Date:

Attest: Approved as to Form:

__________________________ ________________________ City Clerk City Attorney

West County Wastewater District

___________________________ By: Lisa Malek-Zadeh Its: General Manager Date:

Attest: Approved as to Form:

__________________________ ________________________ District Clerk General Counsel

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AMENDMENT NO. 6 TO

JOINT EXERCISE OF POWERS AGREEMENT

OF THE WEST COUNTY AGENCY

BY AND AMONG THE WEST COUNTY WASTEWATER DISTRICT

AND THE CITY OF RICHMOND AND

RICHMOND MUNICIPAL SEWER DISTRICT

The parties to this Amendment No. 6 to the Joint Exercise of Powers Agreement do

mutually agree and promise as follows:

1. Parties. The parties to this Amendment No. 6 to the Joint Exercise of Powers

Agreement of the West County Agency, Contra Costa County, California, a joint exercise of

powers agency (“Agency”) are the City of Richmond, Richmond Municipal Sewer District and

West County Wastewater District.

2. Purpose. This Amendment No. 6 is being entered into to amend the amended and

restated Joint Exercise of Powers Agreement which was entered into by and among the West

County Wastewater District, formerly known as the West Contra Costa Sanitary District, and the

City of Richmond and the Richmond Municipal Sewer District, on June 15, 1984 (the “Original

Agreement”) and subsequently amended by Amendment No. 1 on April 2, 1990, Amendment

No. 2 on November 23, 1992, Amendment No. 3 on December 21, 1993, Amendment No. 4 on

July 2, 1996, and Amendment No. 5 on December 5, 2020. The Original Agreement and all

amendments thereto will be collectively referred to as the “JPA.” The specific purpose of this

Amendment No. 6 is to provide for an alternative contracting approach to the design, funding,

construction, operation and maintenance of new shared Joint Facilities for dechlorination of

effluent prior to its discharge through the joint outfall pipeline set forth in Amendment No. 5.

3. Amendment Provisions. The parties intend by this Amendment No. 6 to provide for

the City of Richmond, not the Agency, to let the construction contract for the Joint Facilities

described above, subject to the same cost-sharing ratios as described in Amendment No. 5. The

parties therefore amend Exhibit A of Amendment No. 5 as follows:

Delete Section 2 in its entirety, and replace it with the following:

2. Procurement of Construction Bids and Award of Contract.

Upon completion and approval of SBS Project design, Richmond will

undertake on behalf of the Agency procurement of bids for construction of

the SBS Project. The bids so obtained will be presented to the Agency

Board of Directors for approval. Upon the Agency’s approval, the City of

Richmond shall enter into the contract for construction of the SBS Project

on behalf of the Agency.

4. No Other Changes. Except as amended by this Amendment No. 6, the JPA will

remain in full force and effect.

[Signatures appear on following page.]

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The parties are signing this Amendment No. 6 to be effective as of the last signature date.

City of Richmond, Richmond Municipal Sewer District

A Municipal Corporation

__________________________ ___________________________

By: Laura Snideman By:

Its: City Manager Its:

Date: Date:

Attest: Approved as to Form:

__________________________ ________________________

City Clerk City Attorney

West County Wastewater District

___________________________

By: Lisa Malek-Zadeh

Its: General Manager

Date:

Attest: Approved as to Form:

__________________________ ________________________

District Clerk General Counsel

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