HomeMy WebLinkAbout2025-01-28; Municipal Water District; Resolution 1758RESOLUTION NO.1758
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT, APPROVING A MEMORANDUM OF
UNDERSTANDING BETWEEN THE ENCINA WASTEWATER AUTHORITY AND
THE CARLSBAD MUNICIPAL WATER DISTRICT FOR OPERATION AND
MAINTENANCE OF THE CARLSBAD WATER RECYCLING FACILITY
WHEREAS, the Encina Basin Water Reclamation Program, Phase II Project included construction
of the Encina Wastewater Authority Effluent Equalization and Carlsbad Water Recycling Facility, or
CWRF, Joint Use Facilities, which constructed and commissioned the CWRF in 2005; and
WHEREAS, the City of Carlsbad leased that real property to the Carlsbad Municipal Water
District, or CMWD, as of Nov. 1, 2003, to build the CWRF, and that lease remains in effect until Jan. 30,
2055;and
WHEREAS, the CMWD owns the CWRF, granular media filter pump station, microfiltration pump
station, ultrafiltration pump station and certain piping and electrical appurtenances associated with
these pump stations located at the Encina Water Pollution Control Facility,collectively referred to as
the "CWRF"; and
WHEREAS, the CMWD and the Encina Wastewater Authority entered into an memorandum of
understanding for the operation and maintenance of the CWRF on May 1, 2005 ("2005 MOU"); and
WHEREAS, the CMWD and the Encina Wastewater Authority desire to rescind the 2005
memorandum of understanding in its entirety and replace it with the memorandum of understanding
included as Attachment A; and
WHEREAS, the revised basic agreement for ownership, operation and maintenance of a joint
sewerage system provides the authority for Encina Wastewater Authority to enter into this
memorandum of understanding subject to the approval of the Encina Wastewater Authority's Joint
Advisory Committee; and
WHEREAS, the CMWD Board of Directors has determined that it is in the best interest of the
CMWD to have the Encina Wastewater Authority continue to operate and maintain the CWRF; and
WHEREAS, the CWRF operation and maintenance expenses are funded by the CMWD recycled
water operating budget and are estimated to be $1,926,000 for fiscal year 2024-25, and subsequent
annual budgets will be developed by the Encina Wastewater Authority for consideration by the CMWD
for adoption in the recycled water operating budget; and
WHEREAS, the City Planner has determined that the CMWD's execution of the memorandum
of understanding does not constitute a "project" within the meaning of the California Environmental
Quality Act under Public Resources Code section 21065 in that it has no potential to cause either a
direct physical change in the environment or a reasonably foreseeable indirect physical change in the
environment.
NOW, THEREFORE, BE IT RESOLVED by the CMWD Board of Directors of the City of Carlsbad,
California, as follows:
1. That the above recitations are true and correct.
2. That the President of the Board of Directors is authorized to execute the Memorandum
of Understanding for Operation and Maintenance of the Carlsbad Water Recycling
Facility, attached hereto as Attachment A.
3. That the CMWD recycled water operating budget shall be used to pay all costs for the
operation and maintenance of the Carlsbad Water Recycling Facility.
PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the
Carlsbad Municipal Water District of the City of Carlsbad on the 28th day of January 2025, by the
following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
None.
None.
None.
MEMORANDUM OF UNDERSTANDING FOR
OPERATION AND MAINTENANCE OF
THE CARLSBAD WATER RECYCLING FACILITY
Attachment A
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This Memorandum of Understanding ("MOU") is entered into thi~ day otJ_ab. . 2025,
by and between the Carlsbad Municipal Water District, a public agency organized under the Municipal
Water District Law of 1911, and a subsidiary district of the City of Carlsbad, hereinafter referred to as
CMWD, and the Encina Wastewater Authority, a California Joint Powers Agency organized under
Government Code 6500 et seq., hereinafter referred to as EWA, with respect to the facts set forth below
("MOU"). CMWD and EWA shall be referred to herein as a party or together as the parties.
RECITALS
WHEREAS, the City of Carlsbad ("City") acquired title to certain real property to build the Carlsbad
Water Recycling Facility ("CWRF"), and holds title to that real property in trust for the EWA member
agencies; and
WHEREAS, the City leased that real property to CMWD as of November 1, 2003, to build the
Carlsbad Water Recycling Facility, and that lease remains in effect until January 30, 2055; and
WHEREAS. CMWD owns CWRF, the Granular Media Filter Pump Station ("GMFPS"), the
Microfiltration Pump Station ("MPS"), the Ultrafiltration Pump Station ("UPS"), and certain appurtenances
associated with these pump stations at the Encina Water Pollution Control Facility ("EWPCF"); and
WHEREAS, CMWD is subject to waste discharge requirements related to the production, distribution
and use of recycled water in accordance with Order No. R9-2016-0183, Master Recycling Permit for Carlsbad
Municipal Water District, Carlsbad Water Recycling Facility, San Diego County, issued by the California
Regional Water Quality Control Board, San Diego Region, or any subsequent order that amends or supersedes
this order ("CMWD Order"); and
WHEREAS, EWA provides secondary-treated wastewater effluent to CMWD from the EWPCF per
Order R9-2018-0059 and amendments thereto; and,
WHEREAS, CMWD and EWA entered into an MOU for the operation and maintenance of the
Carlsbad Water Recycling Facility on May 1, 2005 ("2005 MOU"), and CMWD and EWA desire to rescind
the 2005 MOU in its entirety by agreement and replace it with this MOU; and
_ WHEREAS, Section 12.1.3 of the Revised Basic Agreement for Ownership, Operation and
Maintenance of a Joint Sewerage System ("RBA") states that EWA "shall have the authority to operate
and maintain other facilities outside the Joint System as recommended unanimously by JAC [Joint
Advisory Committee] and in accordance with Operator/Administrator executed operation agreements,
which may include budgeting responsibilities" providing the authority for EWA to enter into this MOU,
subject to the approval of the Joint Advisory Committee; and
WHEREAS, CWRF and related facilities located inside the surrounding fencing, GM FPS, MPS, UPS,
and certain appurtenances associated with these pump stations at EWPCF shown and identified in Exhibits
lA, 1B and lC; and
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WHEREAS, for purposes of this MOU, the terms “Carlsbad Water Recycling Facility” and “CRWF”
shall include the GMFPS, the MPS, and the UPS; and
WHEREAS, the Carlsbad Recycled Water Pump Station (“CRWPS”) and the EWPCF Flow
Equalization Facilities, as shown in Exhibit 1A, 2, and 3, are expressly excluded from the definition of
CWRF; and
WHEREAS, CMWD does not intend that EWA operate or maintain the CRWPS as shown on Exhibit
1A and 2; and
WHEREAS, EWA is currently operating CWRF to the satisfaction of CMWD; and
WHEREAS, CMWD desires EWA to continue to operate and maintain CWRF, and EWA is willing to
provide such services, subject to written terms and conditions of this MOU.
NOW, THEREFORE, in consideration of the foregoing, CMWD and EWA agree as follows:
ARTICLE I: SCOPE OF WORK
A. The specific services provided by EWA are detailed in Exhibit 4, “Scope of Work for Annual
Operation and Maintenance Services for CWRF.” In the event of any conflict between the provisions of
Exhibit 4 and this MOU, the terms of the MOU will govern. In performing these services, EWA shall follow
practices consistent with a preventive and predictive maintenance level of service and EWA represents
that its staff are skilled in the expertise necessary to provide these services and are duly qualified.
Preventive maintenance is a time-based methodology when a piece of equipment is routinely inspected
and/or taken offline for scheduled service or repairs. Predictive maintenance is a method of establishing
baseline performance data, monitoring criteria over a period of time, and observing changes in performance
so that failures can be predicted, and maintenance can be performed on a planned, scheduled basis.
B. As a condition precedent to the operation of the CWRF, EWA will deliver to CMWD
secondary treated wastewater effluent in accordance with EWA’s then-current National Pollutant
Discharge Elimination System permit for the EWPCF and related facilities, as may be amended or replaced
from time to time.
C. Except as otherwise agreed by EWA and CMWD, CMWD shall be responsible for the
planning, design, bidding, construction management and supervision of all capital improvements to
CWRF, except as expressly requested by CMWD, and agreed to by EWA subject to the requirements of
Articles II and III in this MOU. EWA will, however, coordinate the continued operation and maintenance
of CWRF as necessary during such construction. CMWD will provide EWA a reasonable opportunity to
provide input and the opportunity to comment at all stages of design and planning activities of capital
improvements to ensure EWA has the opportunity to review projects for operability and maintenance
considerations and to assess any operational impacts. Any CMWD contract will require the contractor to
name EWA as additional insured for any required policies and to indemnify, defend, and hold EWA
harmless to the same extent as CMWD. EWA will not be named under any CMWD bid, performance, or
payment bonds.
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ARTICLE II: BUDGETING
A. CMWD shall compensate EWA for all detailed expenses associated with the operation and
maintenance of CWRF in accordance with annual budgets to be developed and recommended by EWA
and adopted by the CMWD Board of Directors. Expenses may include, but may not be limited to, staff
salaries and benefits, building and equipment maintenance costs, utilities, chemicals, permit compliance
and related costs, monitoring, accounting and auditing costs, administration costs, legal services,
overhead costs, insurance, and, other agreed upon costs, as required for the operation and maintenance
of CWRF in conformance with this MOU.
B. The CWRF’s budgets will be based on a fiscal year beginning July 1 and extending through
June 30 of the following calendar year, and will be prepared in accordance with accounting principles
generally accepted in the United States of America, the Revised Establishment Document for the Encina
Wastewater Authority (“RED”) and the RBA, as follows:
1. Concurrent with the preparation of EWA’s Capital Improvement Program Budget,
EWA shall also prepare a CWRF proposed Capital Acquisitions and Planned Asset Replacement Budget
(“Capital Acquisitions Budget”) as part of the annual budget process for CWRF. EWA staff shall present
the draft CWRF Capital Acquisitions Budget to CMWD for review. The Capital Acquisitions Budget shall be
for replacement and rehabilitation efforts, which will not affect the designed capacity or operating
characteristics of CWRF, to maintain CWRF’s reliability, safety, and compliance with regulatory
requirements, except as specifically authorized pursuant to Paragraph 2, below.
2. EWA shall not be responsible for preparing or executing a capital budget for the
improvement, expansion and/or upgrade of CWRF. However, EWA may make suggestions and requests
regarding improvements which it believes are necessary or beneficial or may respond to requests by
CMWD for any improvements it deems necessary or beneficial. To the extent such improvements exceed
more than $50,000, CMWD may request that such improvements be included in the capital budgets and
implemented by EWA. However, EWA shall have no obligation to accept responsibility for budgeting or
undertaking such improvements except as otherwise agreed upon by the parties in writing. If, before
January 1 of any fiscal year, EWA makes a request in writing that CMWD make a capital improvement,
expansion, or upgrade to the CWRF that EWA believes is necessary to prevent a negative operational
impact to the CWRF or the EWPCF, and CMWD agrees, then CMWD shall make a good faith effort to
include EWA’s requested project and estimated budget figures in accordance with CMWD’s budgeting
process and fiscal capacity. If CMWD fails to include EWA’s requested project in its next fiscal year’s
budget, then EWA, upon CMWD approval, may undertake such improvement, expansion, or upgrade to
the CWRF and pass the costs of such project on to CMWD through the quarterly billing process described
in Article III below.
3. EWA shall establish a Remote Facility Emergency Reserve (“Emergency Reserve”)
for CWRF in the not-to-exceed amount of $50,000. This Emergency Reserve will only be utilized upon
written request by EWA, and upon written approval by CMWD. At the end of each fiscal year quarter, on
September 30, December 31, March 31, and June 30, CMWD will replenish the Emergency Reserve in the
amounts necessary to bring the reserve amount back to $50,000. This Emergency Reserve will be
budgeted and paid by CMWD to EWA in accordance with the EWA Financial Reserve Policy.
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4. In the event a proposed budget is not approved, EWA shall continue to
operate and maintain CWRF using the previous fiscal year budget and shall abide by the expenditure
limits specified in the previously approved budget until a new budget is approved.
ARTICLE III: PAYMENT OF EXPENSES
A. For the purposes of this MOU, responsibility for expenses incurred by EWA related to
CWRF, and as provided for in Article II, will be allocated to and paid by CMWD.
B. EWA will bill CMWD for the operating and capital acquisitions expenses incurred in
accordance with accounting principles generally accepted in the United States of America, the Revised
Establishment Document for the Encina Wastewater Authority (“RED”) and the RBA. EWA may issue
interim supplementary billings for any extraordinary capital expenses specifically requested for projects
exceeding $50,000. CMWD will pay the expenses described in this Article within 30 days from the receipt of
the invoice from EWA.
ARTICLE IV: ACCOUNTING AND AUDITS
EWA must maintain full financial records in an electronic format which can be shared with CMWD
showing all expenses related to the work covered by this MOU in accordance with practices and
requirements established by or consistent with those utilized by the Controller of the State of California
for like public agencies. The minimum requirements of the audit shall be those prescribed by the State
Controller for special districts under Section 26909 of the California Government Code and the audit shall
conform to accounting principles generally accepted in the United States of America. A report of the audit
shall be filed as a public record with each of the EWA member agencies, with the County of San Diego
Auditor and Controller, and provided within thirty (30) days of its completion. In accordance with the
laws of the State of California and the RBA, the audit report must be filed within 12 months of the end of
the fiscal year. CMWD reserves the right to audit all EWA’s financial records and accounts related to this
MOU at any time.
ARTICLE V: PERMITTING
A. CMWD retains the ultimate authority and responsibility for complying with, obtaining, or
renewing regulatory permits and reporting activities related to CWRF. EWA will coordinate directly with
CMWD, and with all competent permitting authorities, to ensure the timely issuance, amendment, and
renewal of any required regulatory permits for the operation and maintenance of CWRF including, but
not limited to the State Water Quality Control Board Region 9 and the San Diego Air Pollution Control
District, and by the government of the United States of America. CMWD will be responsible for all costs
related to the issuance, amendment, or renewal of any and all regulatory permit(s) required to operate
and maintain CWRF. EWA shall maintain all CWRF permits in an electronic format which can be shared
with CMWD. EWA must provide written renewal notices to the point of contact of regulatory permits
identified in Exhibit 4, Paragraph 2.P at least 60 days before permit expiration.
B. In the event of an overflow of CWRF, EWA shall make the initial contact with any
regulatory agency, per any applicable permitting requirements, within the required notification time
specified in the relevant permit(s), and will prepare, or cause to be prepared, a written Spill Report in
conformance with all applicable permit requirements, on behalf of CMWD. EWA will also notify CMWD as
soon as possible after an overflow event.
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C. In the event of a regulatory permit violation resulting from operation or maintenance of
CWRF, EWA shall, after written concurrence by CMWD, make the initial contact with the regulatory agency
having jurisdiction over CWRF, as specified in the permit(s). EWA will, within the required notification
time, prepare or cause to be prepared, a written report on behalf of CMWD. CMWD must receive a copy
of the written report before it is submitted by EWA to any state or federal agency.
D. EWA will be responsible for developing, securing CMWD acceptance of, and maintaining
a Sanitary Sewer Overflow Response Plan (“SSORP”) for CWRF, as required by any applicable regulation
or permit. EWA shall provide such SSORP to CMWD for approval. CMWD shall provide written
confirmation to EWA that the SSORP submitted for approval is either acceptable or unacceptable. Where
CMWD determines that a SSORP submitted for approval by EWA is unacceptable, CMWD shall make its
best effort to specifically identify errors or omissions in the SSORP and to recommend specific
amendments to address the errors or omissions identified. EWA shall comply with such SSORP on behalf
of CMWD as to CWRF. EWA shall submit the SSORP to CMWD annually on or before July 15 for review
and approval.
EWA shall have no responsibility for maintaining or carrying out the spill response plans of
CMWD for CMWD-owned distribution systems identified in Exhibit 1A and 2 that are expressly excluded
from this MOU.
E. EWA will comply with all regulatory requirements imposed on CMWD, including the
CMWD Order, that are applicable to the CWRF. CMWD shall promptly advise EWA if or when there are
new applicable requirements or when applicable requirements change. EWA shall have no obligation to
seek any amendments to such requirements.
ARTICLE VI: LIABILITY
Notwithstanding the provisions of Government Code Section 895.2, CMWD shall, to the fullest
extent allowed by law, indemnify, defend and hold EWA and its member agencies (including the City of
Vista, the City of Encinitas, the Vallecitos Water District, the Buena Sanitation District, and the Leucadia
Wastewater District, and excluding the City of Carlsbad), their directors, officers, engineers, agents and
employees (collectively, the “Indemnified Parties") free and harmless from any and all claims, demands,
liens, actions, liabilities, costs, and expenses, including attorneys’ fees, based upon or arising out of or
claimed to have arisen out of any act or omission by EWA related to this MOU or the subject matter of
this MOU, except for actual intentional or willful misconduct of an EWA employee, officer or agent not
covered by the insurance required in Article VIII. The provisions of this Article VI shall survive the
expiration or termination of this Agreement.
ARTICLE VII: PUBLIC INFORMATION
CMWD agrees that the release of public information, in situations relating to the general
operations of CWRF will be the sole responsibility of CMWD, though EWA agrees to cooperate and
coordinate with CMWD. EWA will forward all media requests for information to the General Manager of
CMWD or designee to respond to such inquiries. EWA must also notify CMWD of any request for public
records associated with CWRF and CMWD and EWA will consult and coordinate in the determination and
production of responsive records, in accordance with Government Code Section 7922.535.
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ARTICLE VIII: INSURANCE
A. Throughout the term of this MOU, as part of the annual Operation and Maintenance
Budget, CMWD shall pay for, and EWA shall maintain in full force and effect, insurance in connection with
CWRF and related to the services provided under the authority of this MOU. This insurance shall include
no less than general liability coverage in the amount of $5,000,000 per occurrence for bodily injury,
personal injury and property damage, auto liability in the amount of $2,000,000 combined single-limit per
accident for bodily injury and property damage, and Workers’ Compensation coverage with limits as
required by the California Labor Code.
B. CMWD shall ensure that adequate property insurance, including boiler and machinery
insurance, are obtained in amounts sufficient to safeguard CWRF. Any property insurance obtained by
CMWD shall name the Indemnified Parties as additional insureds.
C. General liability coverage obtained by EWA shall name all EWA member agencies and
CMWD as additional insureds under the California Sanitation Risk Management Association (“CSRMA”)
memorandum of coverage. EWA will provide CMWD evidence of insurance coverage purchased and
maintained throughout the term of the MOU and noticed as per Article XII.
D. CMWD acknowledges that EWA participates in and generally obtains coverage through
CSRMA, and that CSRMA does not offer flood or earthquake coverage. The aforesaid insurance shall in no
manner limit the indemnity provisions set forth in this MOU.
E. The insurance coverages described herein shall be primary insurance. Any other insurance
or self-insurance maintained by the parties shall be in excess of the insurance described herein and shall
not contribute with it, provided that CMWD shall be responsible for satisfaction of any deductible or self-
insured retention due under EWA’s coverage.
ARTICLE IX: DISCLAIMERS
A. EWA shall not be involved in setting or collecting any capacity or user fees for CWRF.
B. EWA shall not be responsible for any defects, omissions or errors in the design or
construction of CWRF, but only for the exercise of ordinary care in the operation and maintenance of
CWRF.
ARTICLE X: DURATION OF MEMORANDUM; TERMINATION
A. This MOU shall remain in effect and shall continue from year to year unless either party
gives not less than 180 days’ written notice to the other party prior to the commencement of any fiscal
year of its intent to terminate this MOU.
B. EWA has the right to terminate the MOU by providing 180 days’ written notice, if it
determines that the CWRF becomes unsafe or defective, and CMWD does not make satisfactory and
timely arrangements to correct any such deficiencies, except where deficiency results in ordinary
operation and maintenance of CWRF within the design capacities and capabilities.
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ARTICLE XI: WARRANTS AND REPRESENTATIONS
CMWD warrants to EWA that:
A. To the best of CMWD’s knowledge, there is not at present upon CWRF, or any portion
thereof, or on any continuous or adjacent property owned by CMWD, any toxic or hazardous substances,
materials or wastes, including, but not limited to asbestos, other than those which have been disclosed
to EWA in writing or which are ordinary and customary supplies, stored in accordance with all legal
requirements, for the routine and on-going operation and maintenance of CWRF.
B. Except as provided in the RBA, there are no covenants, easements, licenses, leases, or any
other contracts, written or oral, between CMWD, their agents or assigns, and any other person regarding
the operation or maintenance of CWRF.
C. To the best of CMWD’s knowledge, that CWRF is fit, without limitation, for the purpose
of producing recycled water in compliance with Title 22 of the California Code of Regulations.
ARTICLE XII: NOTICES
A. CMWD’s point of contact for issues related to the implementation of this MOU is the
CMWD General Manager. EWA’s point of contact for issues related to the implementation of this MOU is
the EWA General Manager.
B. All invoices or billings subject to the terms of this MOU shall be given in writing via email
and US Mail and addressed to:
To CMWD: Finance Department
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
A copy of all invoices or billings shall be submitted and addressed to:
General Manager
Carlsbad Municipal Water District
5950 El Camino Real
Carlsbad, CA 92008
C. All other notices, statements, demands, requests, consents, approvals, authorizations,
agreements, appointments, or designations hereunder shall be given in writing by US Mail and addressed
to:
To CMWD: General Manager
Carlsbad Municipal Water District
5950 El Camino Real
Carlsbad, CA 92008
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With a copy to: General Counsel
Carlsbad Municipal Water District
1200 Carlsbad Village Drive
Carlsbad, CA 92008
To EWA: General Manager
Encina Wastewater Authority
6200 Avenida Encinas
Carlsbad, CA 92011
With a copy to: Best Best & Krieger LLP
655 W. Broadway, Floor 15
San Diego, CA 92101
Attn: Encina Wastewater Authority General Counsel
The parties may from time to time change the address to which notice may be provided by
providing notice of the change to the other party.
ARTICLE XIII: DISPUTE RESOLUTION
A. EWA and CMWD agree that the maintenance of a cooperative and mutually beneficial
relationship between them is an important aspect of this MOU and therefore intend to provide means for
resolving any disputes, claims, or controversies that may arise during the course of this MOU in an efficient
manner to avoid resorting to legal actions against one another, if feasible.
B. Therefore, except for any claim or action filed by a nonparty to this MOU, any dispute,
claim, or controversy arising with respect to the interpretation of this MOU or for the performance of any
party shall be first submitted to a two-step dispute resolution process that includes, in sequence: (1) an
informal meet and confer process between representatives designated by all the parties, and (2) non-
binding mediation.
C. Except for any claim or action filed by a non-party hereto, upon any dispute, claim, or
controversy (“Dispute”) arising with respect to the interpretation of this MOU, or the performance of any
party, which is not immediately resolved between the parties, the party asserting such Dispute may,
within 30 days from the date the Dispute has arisen, serve written notice upon the others that a Dispute
exists with respect to this MOU, and each Party shall then within fourteen days designate one or more
representatives and shall establish a time and place at which to meet and confer in mutual good faith to
resolve the Dispute. If, after a reasonable amount of time and effort have elapsed, a resolution of the
Dispute has not been established to the mutual satisfaction of both parties, either party may then initiate
a mediation process by serving a written notice of the election to mediate upon the other.
D. In the event the election to mediate a Dispute is invoked by any party, a request for
mediation must be filed within thirty (30) days in the San Diego Regional Office of the American Arbitration
Association (“AAA”) and the mediation shall be initiated and conducted in accordance with the
Commercial Rules of mediation of the AAA, or by any other method mutually agreeable to the parties.
Any statements made during mediation shall remain confidential and may not be disclosed without
consent of both parties in writing (Evidence Code §§ 1115-1128; 1152) and will not be used for any other
purpose unless otherwise agreed by the parties in writing. Any offers to compromise before or after
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mediation proceedings will not be used to prove a party’s liability for loss or damage unless otherwise
agreed by the parties in writing (Evidence Code § 1152).
E. In the event mediation does not resolve the Dispute, nothing in this procedure prohibits
the parties from seeking remedies available to them at law or equity.
F. During the course of any proceeding to resolve a Dispute, the parties will continue to
perform any duties or obligations existing under the MOU.
ARTICLE XIV: SEVERABILITY
If any one or more of the terms, provisions, promises, covenants, or conditions hereof shall 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, promises, covenants and conditions hereof
shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
ARTICLE XV: INTEGRATION; MODIFICATIONS
This MOU contains all of the terms and conditions made between the parties hereto and may not
be altered except by an amendment agreed to by both parties in writing.
ARTICLE XVI: SUCCESSION; ASSIGNMENT
The provisions hereof shall be binding upon and shall inure to the benefit of the successors of the
parties. This MOU may not be assigned by any party without the written consent of the other party.
ARTICLE XVII: GOVERNING LAW AND VENUE
This MOU is to be governed by and construed in accordance with the laws of the State of
California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a
right or rights provided for by this MOU will be tried in a court of competent jurisdiction in the County of
San Diego, State of California, and the parties waive all provisions of law providing for a change of venue
in these proceedings to any other county.
ARTICLE XVIII: COUNTERPARTS
This MOU may be executed in counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.
ARTICLE XIX: NO THIRD PARTY BENEFICIARIES
All of the covenants contained in this MOU are for the express benefit of each of the parties. This
MOU is not intended to benefit any third parties, and any such third-party beneficiaries are expressly
disclaimed.
[Signatures on the following page]
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IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed as of the day and
year first above written.
:R_L-SB_A_D_~~~-N-IC-IP_A_~_W_A_T_E_R_D_IS--
Keith Blackburn, President
Approved as to form
By:tn/4 I< ~
Cindie K. McMahon, General Counsel
Jan.28,2025
ENCINA WASTEWATER AUTHORITY
By : ___________ _
Scott McClelland, General Manager
Approved as to form
By: ___________ _
Nicholaus Norvell, General Counsel
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EXHIBIT 4 Scope of Work for Annual Operation and Maintenance Services for the
CWRF
1. CWRF, as that term is defined above, includes all structures, electrical, instrumentation, and
mechanical systems as identified in Exhibits 1A, 1B, 1C, and excludes the Carlsbad Recycled Water
Pump Station and the EWPCF Flow Equalization Facilities, as identified in Exhibits 1A, 2, and 3,
that are specifically related to the conveyance and water reclamation of secondary effluent from
the Encina Water Pollution Control Facility (EWPCF).
A. The CWRF includes:
1) All structures, electrical systems and mechanical systems within the boundaries
of the CWRF as identified in Exhibit 1A;
2) The landscaped areas, slopes and drainage ditches within CWRF;
3) The paved access roads throughout CWRF;
4) The Granular Media Filter Pump Station within EWPCF;
5) The Microfiltration Pump Station within EWPCF;
6) The Ultrafiltration Pump Station within EWPCF;
7) All valves and appurtenances, and recycled water lines associated with this
equipment and located within CWRF and EWPCF; and
8) All electrical equipment associated with the Granular Media Filter,
Microfiltration, and Ultrafiltration Pump Stations located within EWPCF.
2. EWA shall be responsible for all tasks needed to operate and maintain CWRF. These tasks shall be
performed within the annual operating budgets and shall include:
A. Operation, maintenance, and monitoring of CWRF in accordance with (a) safe and sound
operational, maintenance, engineering, and accounting practices and (b) local, state, and
federal laws and regulations. Maintenance activities shall consist of preventive,
predictive, and corrective maintenance to address equipment malfunctions. Operation
and maintenance of CWRF shall be coordinated with the operation and maintenance of
the EWPCF, such that EWA attempts to provide CMWD with as cost-effective operation
as possible, while maintaining the CWRF’s reliability.
B. Development and execution of contracts in connection with the operation and
maintenance of CWRF, which must include indemnification and insurance provisions in
favor of CMWD.
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C. Employment of EWA agents and employees to operate, maintain, administer, and
manage CWRF.
D. Employment of duly qualified wastewater operators at the certified level required by Title
23 of the State Water Resources Control Board and Regional Water Quality Control Board
for Classification of Wastewater Treatment Plants and Operations Certification.
E. Preparation of annual Operating and Capital Acquisitions Budgets.
F. Provision of financial and audit services for services as required by this MOU.
G. Acquisition, holding, and disposition of such equipment as may be reasonably necessary
to the operation, maintenance, administration, and management of CWRF.
H. EWA will coordinate with CMWD to produce water in quantities and at times determined
by CMWD. However, EWA will not operate the CWRF in excess of the design (production)
capacity of the CWRF as determined by the Master Reclamation Permit, as amended for
the Carlsbad Municipal Water District issued by the California Regional Water Quality
Control Board, or in violation of the CMWD Order or any other regulatory permits.
I. EWA will assume responsibility to notify CMWD and report any regulatory violations
associated with the Master Reclamation Permit Waste Discharge Requirements, the
CMWD Order, Air Pollution Control District permits, or of any other relevant permits.
J. EWA shall develop Standard Operating Procedures and coordinate with CMWD
emergency response procedures associated with EWA’s operations of CWRF.
K. EWA shall utilize a Computerized Maintenance Management System to store data on
condition, utilization, and maintenance of assets.
L. EWA shall maintain records of CWRF maintenance for a minimum of five years and CMWD
shall have access to the O&M reports data and other records pertaining to regulatory
permits.
M. EWA shall develop and maintain an asset management plan (AMP) for CWRF. The AMP
shall have an inventory of assets in the station and shall include name, asset identification
number, functionality, age, location, size, and valuation (full replacement value). The AMP
shall also consider likelihood of failure, consequence of failure, current condition, identify
assets in poor condition, grading scheme, useful life, predictive maintenance strategies,
recommended replacement date, and 5-year budget forecasting of repair and
replacement.
N. EWA shall develop and maintain a critical spare parts list documenting location,
availability, and lead time. Maintenance of critical spares inventory will be determined in
conjunction with CMWD. The list must be updated annually in conjunction with the
proposed budget for the fiscal year beginning on July 1. For critical spare parts that are
not stored or readily available, EWA will prepare a contingency plan to address or mitigate
risk posed by the potential failure a critical spare part, so as to ensure the continuous
operation of CWRF.
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O. EWA shall submit quarterly reports to CMWD that summarize CWRF operational and
financial performance. The operational performance summary must include daily
influent flows, feedwater characteristics, production rates, filtrate turbidity, UF
normalized transmembrane pressure (NTMP), UF specific flux, and UF integrity testing.
The financial performance summary must include all actual operating and capital fiscal
year to date costs and approved budgeted costs. Quarterly reports must be submitted
no later than six weeks after the end of each quarter to the CMWD General Manager and
CMWD Water Operations Manager. All supporting records must be kept in an agreed
location that is accessible to both parties.
P. EWA shall prepare permit renewal applications for the following permits:
1. State Water Resources Control Board Contract Operator Registration Application
for Wastewater Treatment Plants;
2. County of San Diego Department of Environmental Health and Quality Unified
Program Facility Permit; and
3. State of California Department of Industrial Relations, Division of Occupational
Safety & Health Pressure Vessel Unit.
3. CMWD shall be responsible for:
A. The Recycled Water Pump Station, as identified in Exhibit 2, including pumps, motors,
electrical system, valves and appurtenances associated with the station;
B. The Pressure Reducing Station and Surge Tank, as identified in Exhibit 2, including pumps,
motors, electrical system, valves and appurtenances associated with these systems;
C. The Recycled Water Force Main pipeline and any associated appurtenances;
D. The pipelines, drains, overflows and other appurtenances as identified in Exhibits 1A and
1B;
E. The roadway and paved area within the fence line of CWRF, as identified in Exhibit 1A;
F. Maintenance of all facility irrigation and landscaping including the landscaping area
around the administrative building and parking structure.
G. Being the designated on-site recycled water site supervisor for CWRF.
H. Any other structure, system or appurtenance within CWRF not specifically listed herein.
4. Operation of Equalization Basin shall be as follows:
A. The West (Recycled Water) Storage Compartment of the Equalization Basin, as identified
in Exhibit 3, shall be made available to CMWD for storage of recycled water during the
months of January through December.
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B. The East (Secondary Effluent) Storage Compartment of the Equalization Basin, as
identified in Exhibit 3, is for use by EWA for flow equalization. It may be made available
to CMWD for storage of recycled water during the months of May through October. Such
storage is not guaranteed and is subject to EWA’s operational storage needs.
C. EWA reserves the right to utilize either or both the East and West Storage Compartments
of the Equalization Basin for EWPCF flow equalization. In the event EWA deems it
necessary to utilize either or both compartments for flow equalization, EWA shall notify
CMWD as soon as possible to minimize disruptions to CMWD recycled water distribution
operations.
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