HomeMy WebLinkAboutAGMT - Municipal Water District of Orange County - Sharing Consultant Costs AGREEMENT FOR SHARING CONSULTANT COSTS FOR COMPLETION OF
ORANGE COUNTY WATER AND WASTEWATER MULTI-JURISDICTIONAL
HAZARD MITIGATION PLAN AND AMERICA WATER INFRASTRUCTURE ACT
OF 2018 PROJECTS
This Agreement for Sharing Consultant Costs for Completion of Joint Hazard Mitigation Plans
and the America's Water Infrastructure Act of 2018 (AWIA) Update Projects ("Agreement") is
made and entered into as of August 15, 2024, by and between the City of Seal Beach
("Participating Agency") and the Municipal Water District of Orange County ("MWDOC"). The
Participating Agency and MWDOC are collectively referred to as"Parties."
RECITALS
WHEREAS, MWDOC is the administrator of the Water Emergency Response Organization of
Orange County (WEROC), providing countywide emergency preparedness for water and
wastewater agencies, which includes essential resources, trainings, and exercises to member
agencies and coordination partners throughout Orange County;
WHEREAS, as WEROC administrator, MWDOC ensures compliance with America's Water
Infrastructure Act (AWIA) and managing the Orange County Multi-Jurisdictional Water and
Wastewater Hazard Mitigation Plan(MJHMP);
WHEREAS, numerous retail and wholesale agencies in Orange County that share infrastructure
and are similarly situated with regard to emergency preparedness, including the Participating
Agency (collectively "Participating Agencies"), enter into cost-sharing agreements with
MWDOC;
WHEREAS, the Participating Agencies and MWDOC have a successful history of collaboration
and cost sharing and now desire to coordinate in the preparation of Orange County Multi-
Jurisdictional Water and Wastewater Hazard Mitigation Plan (MJHMP) and the AWIA Update
Projects to ensure consistency and obtain economies of scale thereby reducing preparation time
and costs for each the Participating Agency; and
WHEREAS, a Scope of Orange County Multi-Jurisdictional Water and Wastewater Hazard
Mitigation Plan (MJHMP) and AWIA of 2018 Required Components (Risk/Resiliency
Assessment (RRA) and Emergency Response Plans (ERP) was incorporated into a Request for
Proposals. Partner agencies assisted with the development of the scope of work. In response,
consulting firms submitted proposals,which resulted in the selection of HSG, LLC(d/b/a(Herndon
Solutions Group) ("HSG" or "Consultant") as the consultant to prepare Orange County Multi-
Jurisdictional Water and Wastewater Hazard Mitigation Plan (MJHMP) and the AWIA Update
Projects for the Participating Agencies(the"Work");
WHEREAS, the Work will consist of an update to a regional hazard mitigation assessment and
consequently develop an Orange County Multi-Jurisdictional Water and Wastewater Hazard
Mitigation Plan (MJHMP) that meets the Federal Emergency Management Agency (FEMA)
guidelines for approval with the goal of updating each Participating Agency's vulnerabilities and
apply those to a regional concept of emergency mitigation, in order to have a regional water &
wastewater utilities plan;
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WHEREAS, each participating water utility has conducted security threat vulnerability
assessments and have a general emergency plans that are compliant with California's Standardized
Emergency Management System,the National Incident Management System, and the AWIA;
WHEREAS, AWIA requires community water systems that serve more than 3,300 people to
identify, manage, and minimize organizational risks and update their RRAs and ERPs at least
every five years;
WHEREAS, to maximize resources, MWDOC included the update of agency MJHMPs, as
required by the Disaster Mitigation Act of 2000, which will ensure alignment of these planning
processes by leveraging the same data sets and collaboration activities, such as hazard
identification and mitigation workshops;
WHEREAS, HSG previously supported MWDOC with its initial AWIA compliance submittal,
completing 23 RRAs and ERPs from 2019 through 2021, which included coordination with
MWDOC's HMP and Urban Water Management Plan(UWMP)planning teams;
WHEREAS,MWDOC and its staff are willing to coordinate this process,including the preparation
and administration of a professional services agreement with the Consultant; and the
administration of the cost sharing provisions of this Agreement;
NOW,THEREFORE,in consideration of the payment of money as set forth below and the mutual
promises of the Parties hereto, it is agreed:
1. Engagement of Consultant and Administration of Consultant Agreement
1.1 MWDOC shall award a professional services agreement for the work identified in
the Request for Proposals ("Consultant Agreement") to HSG. MWDOC shall use
its standard professional services agreement form for the Consultant Agreement,
including any minor negotiated deviations approved by MWDOC General Manager
and Legal Counsel, and require appropriate types and limits of insurance coverage
and indemnification as required by this Agreement.Each CGL policy shall identify
MWDOC, the Participating Agency, and their directors, officers, agents,
employees, attorneys, consultants and volunteers as additional insureds, or be
endorsed to identify these parties as additional insureds using a form acceptable to
MWDOC. The Consultant Agreement will require the Consultant's insurer(s) to
waive all rights of subrogation against MWDOC, the Participating Agency, and
their directors, officers, agents, employees, attorneys, consultants and volunteers.
The Consultant Agreement will further require the Consultant to indemnify,defend
and hold harmless MWDOC, the Participating Agency, and its elected officials,
officers and employees, and each of them from and against all third party actions,
proceedings, damages, costs, expenses, penalties or liabilities, in law or equity, of
every kind or nature whatsoever, including reasonable legal fees and costs, arising
out of, resulting from, or on account of Consultant's negligent acts or willful
misconduct in the performance of the work under this agreement, provided,
however, that Consultant's liability under this indemnity shall not apply to the
extent of the contributory negligence of the MWDOC,the Participating Agency,its
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employees and contractors. The Consultant Agreement will require Consultant to
ensure that its sub-consultants, if any,provide similar insurance coverage.
1.2 MWDOC shall coordinate all aspects of the proposed work with the selected
Consultant and communicate with the Participating Agency, and upon request of
the Participating Agency, regarding the status and substance of completion and
submission of the MJHMP and AWIA Update Projects.
1.3 HSG has organized participating agencies into three groups: (1) Participating
Agencies that need only MJHMP support,(2)Participating Agencies that need both
MJHMP and AWIA RRA and ERP support, and (3) Participating Agencies that
need only AWIA RRA and ERP support.
1.4 Following notice to proceed,HSG will further group the Participating Agencies
based on geography, agency-specific due dates, and previously assigned assistant
project managers.
1.5 The Participating Agency shall, within a reasonable timeframe, provide all
documents,information,and assistance requested by the selected Consultant during
the performance of the Consultant Agreement.
2. Cost Sharing Obligations
2.1 MWDOC shall:
2.1.1 Track the Participating Agency's costs for each plan (HMP, RRA, and
ERP)as described in Exhibit A("2025 MJHMP and AWIA Participating
Agency Cost Worksheet"), which includes the Participating Agency's
estimated base cost for each plan and is attached hereto and incorporated
herein by this reference;
2.1.2 Be responsible for receiving Consultant invoices by the 10'h day of the
month pursuant to the Consultant Agreement;
2.1.3 Be responsible for billing the Participating Agency for the costs due on
the payment date as described in Exhibit A,including additional amounts
owed for any approved changes to the Work;
2.1.4 Be responsible for making payments directly to Consultant from funds
paid to MWDOC by the Participating Agency;
2.1.5 Inform the Participating Agency of any proposed changes to the
estimated costs in Exhibit A that would result in an increase or decrease
in that Participating Agency's payment under this Agreement and seek
the Participating Agency's approval for such changes before notifying
the Consultant to proceed with the work;
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2.1.6 Prepare a final accounting at the end of each fiscal year and either
distribute any remaining funds collected from the Participating Agency
back to the Participating Agency or issue a final bill to Participating
Agency where there are funds due;
2.1.7 Share information relative to adjustments in costs with Participating
Agency on a periodic basis if decisions to participate by the various
Participating Agencies affect the costs in Exhibit A.
2.2 Each Participating Agency shall:
2.2.1 Pay to MWDOC the costs due for each plan on each payment date as
described in Exhibit A;
2.2.2 Within 60 days of each invoice date, pay to MWDOC the amount
invoiced in accordance with,Exhibit A;
2.2.3 If the Participating Agency requests or requires additional work that was
not included in the cost calculation in Exhibit A, MWDOC will assist
with coordination with the Consultant and develop the change order for
any contract changes if both Participating Agency and Consultant
approves such work. Participating Agency agrees to pay to MWDOC,
the full amount owed for the additional work within 60 days of the
invoice date;
2.2.4 Acknowledge that costs may vary as Participating Agencies decide
whether or not to participate and/or as additional work is completed
with the Participating Agency's approval.
3. Accounting
3.1 Upon request of the Participating Agency, MWDOC will provide copies of the
selected Consultant's invoices and MWDOC's payment records.
4. Non-Appropriation of Funds
4.1 Payments to be made by the Participating Agency under Section 2.2 to MWDOC
for any Work performed by the selected Consultant within the current fiscal year
are within the current fiscal budget and within an available, unexhausted fund. In
the event that the Participating Agency does not appropriate sufficient funds for
payment of the selected Contractor's Work beyond the current fiscal year, this
Agreement shall cover payment for such Work only to the conclusion of the last
fiscal year in which the Participating Agency appropriates sufficient funds and shall
automatically terminate at the conclusion of such fiscal year.
4.2 The Participating Agency agrees to use reasonable efforts to ensure appropriated
funds are available and acknowledge that MWDOC is facilitating payment to the
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Consultant under this Agreement for benefit of and cost-savings for the
Participating Agency.
5. Independent Contractor
5.1 Any consultant engaged by MWDOC on behalf of the Participating Agency as
contemplated in this Agreement will not be a party to this Agreement and will not
be an employee or agent of MWDOC or the Participating Agency,either as a result
of this Agreement or as a result of a professional services agreement between
MWDOC and the Consultant. Any consultant engaged as contemplated in this
Agreement will be an independent contractor to MWDOC.
6. Warranty,Indemnification, and Defense
6.1 MWDOC shall use its best efforts in administering the Consultant Agreement,but
makes no representations, guarantees or warranties to the Participating Agency as
to the quality or timeliness of work product provided by Consultant pursuant to the
Consultant Agreement.
6.2 All losses or liabilities resulting from any and all actions, claims, penalties,
obligations or liabilities, in law or in equity, of every kind or nature whatsoever,
that may be asserted or claimed by any person, firm, entity, corporation, political
subdivision or other organization arising out of or in any manner directly or
indirectly connected with any work contemplated by this Agreement shall be
subject to the indemnification described in this Section 6.3.
6.3 Subject to Sections 6.1,6.2,and 6.4,each of the Parties hereto shall fully indemnify
and hold each of the other Parties, their officers, board members, employees, and
agents, harmless from any claim, expense or cost, damage or liability imposed or
occurring by reason of the negligent acts or omissions or willful misconduct of the
indemnifying party, its officers, board members, employees or agents, under or in
connection with or arising out of any work, authority or jurisdiction delegated to
such party under this Agreement. No party, nor any officer, board member,
employee or agent thereof, shall be responsible for any damage or liability
occurring by reason of the negligent acts or omissions or willful misconduct of the
other Parties hereto, their officers, board members employees, or agents, under or
in connection with or arising out of any work authority or jurisdiction delegated to
any other Parties under this Agreement.
6.4 As between Participating Agencies, any costs associated with the defense and
indemnity obligations set forth in Section 6.3 shall be the financial responsibility
of each Participating Agency based on their proportionate share of fault, as
determined by final arbitration or court decision or by the agreement of the
Participating Agencies.
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7. Notice
7.1 Any notice or communication required to be given under this Agreement shall be
in writing and effective when deposited, first class postage prepaid with the United
States Postal Service addressed to the contracting Parties as follows:
Notice to Parties
1. MWDOC Harvey De La Tone, General Manager
Municipal Water District of Orange County
18700 Ward St.
P.O. Box 20895
Fountain Valley, CA 92728
With copy to:
Vicki Osborn
Director of Emergency Management
Water Emergency Response Organization of
Orange County (WEROC)
VOsborn@mwdoc.com
2. City of Seal Beach Jill R. Ingram, City Manager
City of Seal Beach
2118th Street
Seal Beach, CA 90740
8. Jurisdiction and Venue
8.1 In all matters concerning the validity, interpretation, performance, or effect of this
Agreement, the laws of the State of California shall govern and be applicable. The
Parties hereby agree and consent to the exclusive jurisdiction of the courts of the
State of California and that venue of any action brought hereunder shall be in
Orange County, California.
9. Counterparts and Facsimile
9.1 This Agreement may be executed by the Parties in counterparts,which counterparts
shall be construed together and have the same effect as if all the Parties had
executed the same instrument. Counterpart signatures may be transmitted by
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facsimile,email,or other electronic means and have the same force and effect as if
they were original signatures. All parties have participated in the drafting of this
Agreement.
10. Severability
10.1 If any provision of this Agreement shall be held illegal, invalid, or unenforceable,
in whole or in part, the legality, validity, and enforceability of the remaining
provisions shall not be affected thereby.
11. Term
11.1 This Agreement shall commence upon the date of execution by the Participating
Agency below and shall extend thereafter through the completion of all work
product generated by the Consultant and delivered to MWDOC and to the
Participating Agency.
11.2 MWDOC shall issue a Notice of Completion to all Participating Agencies upon
close-out of the Consultant Agreement. Notwithstanding anything to the contrary
in this Section 11, this Agreement may be terminated earlier by MWDOC in its
discretion upon or after termination of the Consultant Agreement.
12. Entire Agreement
12.1 This Agreement contains the entire agreement of the Parties relating to the subject
matter hereof; and the Parties have made no agreements, representations, or
warranties, either written or oral, relating to the subject matter hereof that are not
set forth herein.Except as provided herein,this Agreement may not be modified or
altered without prior written approval from both parties.
IN WITNESS WHEREOF,the Parties have hereunto affixed their names as of the day
and year thereinafter written,which shall be and is the effective date of This Agreement.
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55401.00000\42564077.1
Docusign Envelope ID:CAC471BC-282E-4916-A515-9AAACA6991AC
Execution of Agreement by the Parties
MWDOC Date: 1u/14/11/14 111:1 4tr4cua Eby:
By: I -
Harvey De La Torre, General Manager
Municipal Water District of Orange County
' Approved as to Form:
• Date: Z.I Z 1/4,1
By:
Joseph . Byrne, Partner
Best est& Kri-ger . P
City of Seal Beach Date: ' r -
By: 111110/ �. /
Jil •• i .ger
Ci Seal Beach
Approved as to Form:
Date: _
By:
Nicholas Ghirelli, City Attorney
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55401.00000\42564077.1
2025 MJHMP and AWIA Participating Agency Cost Worksheet
- AWIA RRA Deadline
"Note each agency
Hazard deadline date is different Emergency Letter of Payment HMP
Population based on when they Risk and Resilience Project Signed Contract Payment RRA Payment ERP
Orange County Water and Wastewater Jurisdictions Tier Mitigation Plan Served svbmmed last cycle Assessment Response Total Commitment 'Payment
Installation Received Received Invoice 100% Due Due
3/9/25 'mERPs are due 6 Plans
months after RRA
�.. Submittal ., d -
4naheim(City)" Tier I 345940 3/31/2025 89700 17250 106950 Y 10/15/2024 9/15/2025
Brea(City) Tier III 47589 6/30/2026 32200 17250 49450 Y 12/15/2025 12/15/2026
Buena Park(City) Tier II Total Amount
Allocated to
83011 12/31/2025 49450 17250 66700 FY 24/25
"Billing Date
y 3/31/25
60 days following
Costa Mesa Sanitary District 11800 11800
Y contract signature
El Toro WD Tier II 60 days following
9300 51800 12/31/2025 32200 17250 58750 Y contract signature 6/15/2025 6/15/2026
Fountain Valley(City) Tier II 56495 12/31/2025 49450 17250 66700 Y 6/15/2025 6/15/2026
10/15/2024 9/15/2025
Fullerton(City) Tier I 141874 3/31/2025 72450 17250 89700 Y
Garden Grove(City) Tier I 170488 3/31/2025 72450 17250 89700 Y
10/15/2024 9/15/2025
Huntington Beach(City) Tier I 196652 3/31/2025 72450 17250 89700 Y 10/15/2024 9/15/2025
days following
Irvine Ranch WD Tier I 8900 412933 3/31/2025 72450 N/A 81350
Y contract signature 10/15/2024 9/15/2025
La Habra(City) Tier II 62609 12/31/2025 49450 17250 66700 Y 6/15/2025 6/15/2026
Laguna Beach County WD Tier III 60 days following
9300 23000 6/30/2026 32200 63250 104750
Y contract signature 12/15/2025 12/15/2026
60 days following
Mesa WD 11800 _. 11800
Y contract signature
Moulton Niguel WD Tier I 60 days following
8900 171856 3/31/2025 72450 17250 98600 y contract signature 10/15/2024 9/15/2025
MWDOC/WEROCp Tier I 60 days following
8900 2300000 - 3/31/2025 72450 17250 75000 173600
contract signature 10/15/2024 9/15/2025
/15/2026
3/1/2025
6
Newport Beach(City) Tierll 84792 - 12/31/2025 49450 17250 66700 Y 10 /202 69/15/2026
Orange(City) Tier I 137263 3/31/2025 72450 17250 89700 Y
5
Orange County Sanitation District 11800 60 days following
11800 Y contract signature
Orange County Water District 11800 60 days following
11800
Y contract signature
San Clemente(City) Tier II 63896 12/31/2025 49450 17250 66700 Y 10/15/2024 7/1/2026
Santa Ana(City) Tier I 309441 3/31/2025 72450 17250 89700 Y 10/15/2024 9/15/2025
Santa Margarita WD Tier I 60 days following
8900 47442 3/31/2025 72450 17250 98600
Y contract signature 10/15/2024 9/15/2025
ISeal Beach(City) Tier III 24937 6/30/2026 32200 17250 49450 Y 12/15/2025 12/15/2026
Serrano WD Tier III 60 days following
9300 6641 6/30/2026 32200 17250 58750
y contract signature 12/15/2025 12/15/2026
South Coast Water District Tier I 60 days following
8900 257386 3/31/2025 72450 17250 98600
Y contract signature 10/15/2024 9/15/2025
South Orange County Waste Water Authority 11800 60 days following
11800 Y contract signature
Trabuco Canyon WD Tier III 60 days following
9300 12712 6/30/2026 32200 17250 58750
Y contract signature 12/15/2025 12/15/2026
Tustin(City) Tier II 79430 12/31/2025 49450 17250 66700 Y 6/15/2025 6/15/2026
Westminster(City) Tier II 90195 12/31/2025 49450 17250 66700 Y 6/15/2025 6/15/2026
Yorba Linda WD Tier II 60 days following
9300 67989 12/31/2025 60950 63250 133500
Y contract signature 6/15/2025 6/15/2026
Totals 150000 1414500 506000 75000 2145500
Street Address:
18700 Ward Street
Fountain Valley, California 92708
Mailing Address:
P.O. Box 20895
Fountain Valley, CA 92728 -0895
(714) 963 -3058
Fax: (714) 964-9389
www.mwdoc.com
Wayne S. Osborne
President
Brett R. Barbra
Vice President
Larry D. Dick
Director
Joan C. Finnegan
Director
Susan Hinman
Director
Sat Tamaribuchi
Director
Jeffery M. Thomas
Director
Robert J. Hunter
General Manager
MEMBER AGENCIES
City of Brea
City of Buena Park
East Orange County Water District
El Toro Water District
Emerald Bay Service District
City of Fountain Valley
City of Garden Grove
Golden State Water Co.
City of Huntington Beach
Irvine Ranch Water District
Laguna Beach County Water District
City of La Habra
City of La Palma
Mesa Water District
Moulton Niguel Water District
City of Newport Beach
City of Orange
Orange County Water District
City of San Clemente
City of San Juan Capistrano
Santa Marganta Water District
City of Seal Beach
Serrano Water District
South Coast Water Distinct
Trabuco Canyon Water District
City of Tustin
City of Westminster
Yorba Linda Water District
October 14, 2016
TO: Robin Roberts
City Clerk
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
HEMMED
OCT 18 2010
CITY CLERK
CITY OF SEAL BEACH
FROM: Beth Fahl
Water Use Efficiency Programs Coordinator
RE: Agreement for Sharing Consultant Costs
❑ FOR YOUR INFORMATION ❑ PURSUANT TO YOUR REQUEST
® COPY FOR YOUR FILE
❑ PLEASE SIGN AND RETURN
❑ PLEASE REVIEW AND CALL
TO DISCUSS
❑ PLEASE TAKE CARE OF
❑ OTHER
❑ PLEASE COMMENT IN WRITING
❑ RESPONSE REQUIRED BY
❑ RETURN ENVELOPE ENCLOSED
® SEE INSTRUCTIONS BELOW
Enclosed please find one fully executed original of the above -
referenced Agreement.
WATER
DISTRICT
MMUNICIPAL
OF
ORANGE
COUNTY
Street Address:
18700 Ward Street
Fountain Valley, California 92708
Mailing Address:
P.O. Box 20895
Fountain Valley, CA 92728 -0895
(714) 963 -3058
Fax: (714) 964-9389
www.mwdoc.com
Wayne S. Osborne
President
Brett R. Barbra
Vice President
Larry D. Dick
Director
Joan C. Finnegan
Director
Susan Hinman
Director
Sat Tamaribuchi
Director
Jeffery M. Thomas
Director
Robert J. Hunter
General Manager
MEMBER AGENCIES
City of Brea
City of Buena Park
East Orange County Water District
El Toro Water District
Emerald Bay Service District
City of Fountain Valley
City of Garden Grove
Golden State Water Co.
City of Huntington Beach
Irvine Ranch Water District
Laguna Beach County Water District
City of La Habra
City of La Palma
Mesa Water District
Moulton Niguel Water District
City of Newport Beach
City of Orange
Orange County Water District
City of San Clemente
City of San Juan Capistrano
Santa Marganta Water District
City of Seal Beach
Serrano Water District
South Coast Water Distinct
Trabuco Canyon Water District
City of Tustin
City of Westminster
Yorba Linda Water District
October 14, 2016
TO: Robin Roberts
City Clerk
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
HEMMED
OCT 18 2010
CITY CLERK
CITY OF SEAL BEACH
FROM: Beth Fahl
Water Use Efficiency Programs Coordinator
RE: Agreement for Sharing Consultant Costs
❑ FOR YOUR INFORMATION ❑ PURSUANT TO YOUR REQUEST
® COPY FOR YOUR FILE
❑ PLEASE SIGN AND RETURN
❑ PLEASE REVIEW AND CALL
TO DISCUSS
❑ PLEASE TAKE CARE OF
❑ OTHER
❑ PLEASE COMMENT IN WRITING
❑ RESPONSE REQUIRED BY
❑ RETURN ENVELOPE ENCLOSED
® SEE INSTRUCTIONS BELOW
Enclosed please find one fully executed original of the above -
referenced Agreement.
Choice Program Water Loss Controf Agreement- DRAFT 10 -27 -15
AGREEMENT FOR SHARING CONSULTANT COSTS
THIS AGREEMENT is made and entered into as of , , /0 2016, by
and between the Municipal Water District of Orange County ( "MWDOC ") and
1. City of Anaheim
2. City of Brea
3. Buena Park
4. East Orange County Water District
5. El Toro Water District
6. Emerald Bay Services District
7. City of Fountain Valley
8. City of Fullerton
9. City of Garden Grove
10. Golden State Water Company
11. City of Huntington Beach
12. Irvine Ranch Water District
13. City of La Habra
14. City of La Palma
15. Laguna Beach County Water District
16. Mesa Water District
17. Moulton Niguel Water District
18. City of Newport Beach
19. City of Orange
20. City of San Clemente
21. City of San Juan Capistrano
22. City of Santa Ana
23. Santa Margarita Water District
24. City of Seal Beach
25. Serrano Water District
26. South Coast Water District
27. City of Tustin
28. Trabuco Canyon Water District
29. City of Westminster
30. Yorba Linda Water District
(collectively "Participating Agencies" and individually "Participating Agency ").
MWDOC and Participating Agency may be collectively referred to as "Parties" and
individually as a "Party."
RECITALS
A. MWDOC offers its member agencies ( "Member Agencies ") the benefits of certain
programs called choice services, which are services that MWDOC makes
available to Member Agencies that they may elect to participate in or not
( "Choice Services ").
28057.00001 \21505995.1
Cost Sharing Agreement
B. If Member Agencies elect to receive Choice Services, they execute a cost
sharing agreement with MWDOC that sets forth the terms and conditions for
such Choice Services.
C. The cost sharing component that MWDOC offers allows Member Agencies to
obtain economies of scale and save money on such Choice Services.
D. MWDOC has entered into a professional services agreement with Water
Systems Optimization, Inc. ( "WSO ") for WSO to provide water loss control
technical assistance to Member Agencies ( "Consultant Agreement ").
E. The water loss control technical assistance involves five tasks, which include
project administration and progress reporting, technical assistance for the
preparation of distribution system water audits, component analysis — volume
and value of real and apparent losses, location and quantification of leaks, and
final report preparation ( "WSO Services ").
F. Participating Agencies may select tasks from the WSO Services that they want to
receive and the selected tasks will be described for each Participating Agency in
Exhibit A to this Agreement. For clarity, Exhibit A includes a separate attachment
for each Participating Agency that includes the selected tasks, total required
payments and costs, and any additional information and requirements that are
specific to each Participating Agency.
G. In addition to the WSO Services as part of the Choice Services, WSO will also
assist MWDOC with establishing an Orange County Water Loss Control
Committee for the benefit of the Member Agencies. This service is part of
MWDOC's Core Services and is not included in this Agreement.
H. The Parties desire to enter into this Agreement whereby MWDOC will provide
project management and coordination assistance and the Participating Agencies
will pay MWDOC the cost to receive the WSO Services that each Participating
Agency elects to receive.
TERMS
Administration of Consultant Agreement
1.1 MWDOC will provide project management assistance in regards to the
WSO Services, which includes working closely with and managing WSO
to ensure compliance with the WSO Agreement, facilitating interactions
between the Participating Agencies and WSO, and communicating
regularly with the Participating Agencies regarding the WSO Services as
needed.
1.2 MWDOC shall make payments to the Consultant on a time and materials
basis per the terms of the Consultant Agreement. A copy of the
Consultant Agreement is attached as Exhibit B.
28057.00001121505995.12
Cost Sharing Agreement
1.3 Each Participating Agency shall provide all documents, information and
assistance requested by the Consultant during the performance of the
Consultant Agreement.
1.4 Exhibit A is incorporated into this Agreement by reference and includes a
separate attachment for each Participating Agency that includes the
selected tasks, total required payments and costs, and any additional
information and requirements that are specific to each Participating
Agency.
1.5 Exhibit A may be updated as Member Agencies execute this Agreement
and become Participating Agencies or pursuant to mutual agreement
between a respective Participating Agency and MWDDC.
2. Cost Sharing by Participating Agencies.
2.1 MWDOC shall:
2.1.1 Collect from each Participating Agency upon execution of this Agreement
the amount indicated in Exhibit A that is specific to each Participating
Agency, which is the total cost of the selected WSO Services for each
Participating Agency.
2.1.2 Inform the Participating Agency or Agencies of any proposed extra work
under the Consultant Agreement that would result in an increase in the
payments under this Agreement. MWDOC and the Participating Agency
or Agencies must both approve such extra work in writing before MWDOC
will notify Consultant to proceed with the work.
2.1.3 Prepare a final accounting and either distribute any remaining funds
collected from Participating Agencies back to the Participating Agencies
consistent with the amounts in Exhibit A or issue a final bill to the
Participating Agencies where there are funds due.
2.2 Participating Agencies shall:
2.2.1 Pay to MWDOC upon execution of this Agreement the full amount
indicated in Exhibit A that is specific to each respective Participating
Agency.
2.2.2 Pay to MWDOC, upon approval of any extra work under the Consultant
Agreement, the full amount owed for any extra approved work.
Participating Agencies shall bear all costs associated with extra work they
approves.
3. Accounting
28057.00001 X21505995.1
Cost Sharing Agreement
Upon request of Participating Agencies, MWDOC will provide copies of the
Consultant's invoices and MWDOC's payment records.
4. Independent Contractor
The Consultant is not a party to this Agreement and is not an employee or
agent of MWDOC or any of the Participating Agencies, either as a result of
this Agreement or as a result of the Consultant Agreement between MWDOC
and the Consultant. The Consultant is an independent contractor to
MWDOC.
5. Warranty and Indemnification
6. Notice
MWDOC shall use its best efforts in administering the Consultant Agreement,
but makes no representations, guarantees or warranties to the Participating
Agencies as to the quality or timeliness of work product provided by the
Consultant pursuant to the Consultant Agreement. The Participating
Agencies agree to indemnify MWDOC, its directors, officers, employees and
agents against, and will hold and save them harmless from, any and all
actions, claims, penalties, obligations or liabilities, in law or in equity, of every
kind or nature whatsoever, that may be asserted or claimed by any person,
firm, entity, corporation, political subdivision or other organization arising out
of or in any manner directly or indirectly connected with the Consultant
Agreement or WSO Services provided for the benefit of the Participating
Agencies. Section VII of the Consultant Agreement requires WSO to
indemnify and defend MWDOC and its Member Agencies in accordance with
the terms set forth therein. The Participating Agencies, as Member Agencies
of MWDOC, are third party beneficiaries of such indemnity obligations and
MWDOC will cooperate with the Participating Agencies to enforce such
indemnity obligations of WSO.
Any notice or communication required to be given under this Agreement shall
be in writing and effective when deposited, first class postage prepaid, with
the United States Postal Service addressed to the contracting Parties as
follows:
Notices to Parties
If to:
1. MWDOC
Robert J. Hunter, General Manager
Municipal Water District of Orange County
18700 Ward St.
P.O. Box 20895
Fountain Valley, CA 92728
2. City of Anaheim
Paul Emery, City Manager
28057.00001 \21505995.1 4
Cost Sharing Agreement
28057.00001 \21505995.1 5
City of Anaheim
City Hall East, 200 S. Anaheim Blvd.
Anaheim, CA 92805
3. City of Brea
Tom O'Donnell, City Manager
City of Brea
1 Civic Center Circle
Brea, CA 92821
4. City of Buena Park
Rick Warsinski, City Manager
City of Buena Park
6650 Beach Blvd.
Buena Park, CA 90622
5. East Orange County Water
Lisa Ohlund, General Manager
District
East Orange County Water District
185 N. McPherson Rd.
Orange, CA 92869
6. El Toro Water District
Robert Hill, General Manager
El Toro Water District
P.O. Box 4000
Laguna Hills, CA 92654
7. Emerald Bay Services
Mike Dunbar, General Manager
District
Emerald Bay Services District
600 Emerald Bay
Laguna Beach, CA 92651
8. City of Fountain Valley
Bob Hall, City Manager
City of Fountain Valley
10200 Slater Avenue
Fountain Valley, CA 92708
9. City of Fullerton
Donald Hoppe, Director of Engineering
City of Fullerton
303 W. Commonwealth Avenue
Fullerton, CA 92832 -1775
10. City of Garden Grove
Matthew Fertal, City Manager
City of Garden Grove
P.O. Box 3070
Garden Grove, CA 92842
11. Golden State Water
Ken Vecchiarelli, P.E.
Company
Orange County District Manager
Golden State Water Company
1920 W. Corporate Way
Anaheim, CA 92801
12. City of Huntington Beach
Fred Wilson, City Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
13. Irvine Ranch Water District
Paul Cook, General Manager
Irvine Ranch Water District
P.O. Box 57000
Irvine, CA 92619 -7000
14. City of La Habra
Don Hannah, City Manager
City of La Habra
P.O. Box 337
La Habra, CA 90633 -0337
28057.00001 \21505995.1 5
Cost Sharing Agreement
15. City of La Palma
Dominic Lazzaretto, City Manager
City of La Palma
7822 Walker Street
La Palma, CA 90623
16. Laguna Beach County
Renae Hinchey, General Manager
Water District
Laguna Beach County Water District
P.O. Box 987
Laguna Beach, CA 92652
17. Mesa Water District
Paul Shoenberger, General Manager
Mesa Water District
1965 Placentia Avenue
Costa Mesa, CA 92627 -3420
18. Moulton Niguel Water
Joone Lopez, General Manager
District
Moulton Niguel Water District
27500 La Paz Road
P.O. Box 30203
Laguna Niguel, CA 92607 -0203
19. City of Newport Beach
Dave Kiff, City Manager
City of Newport Beach
P.O. Box 1768
Newport Beach, CA 92663
20. City of Orange
John Sibley, City Manager
City of Orange
P.O. Box 449
Orange, CA 92866
21. City of San Clemente
James Makshanoff, City Manager
City of San Clemente
100 Avenida Presidio
San Clemente, CA 92672
22. City of San Juan Capistrano
Karen Brust, City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
23. City of Santa Ana
David Ream, City Manager
City of Santa Ana
P.O. Box 1988, M -24
Santa Ana, CA 92702
24. Santa Margarita Water
Dan Ferons, General Manager
District
Santa Margarita Water District
P.O. Box 7005
Mission Vie o, CA 92690
25. City of Seal Beach
Jill R. Ingram, City Manager
City of Seal Beach
211 8" Street
Seal Beach, CA 90740
26. Serrano Water District
Jerry Vilander, General Manager
Serrano Water District
18021 Lincoln Street
Villa Park, CA 92861 -6446
27. South Coast Water District
Andrew Brunhart, General Manager
South Coast Water District
31592 West Street
28057.000011215059951 6
Cost Sharing Agreement
7. Jurisdiction and Venue
In all matters concerning the validity, interpretation, performance, or effect of
this Agreement, the laws of the State of California shall govern and be
applicable. The Parties hereby agree and consent to the exclusive
jurisdiction of the courts of the State of California and that venue of any action
brought hereunder shall be in Orange County, California.
8. Counterparts and Facsimile
This Agreement may be executed by the Parties in counterparts, which
counterparts shall be construed together and have the same effect as if all the
Parties had executed the same instrument. Counterpart signatures may be
transmitted by facsimile, email, or other electronic means and have the same
force and effect as if they were original signatures. All parties have
participated in the drafting of this Agreement.
9. Joint Drafting
All parties have participated in the drafting of this Agreement. The Agreement
may be signed in counterpart to facilitate processing.
10. Severability
If any provision of this Agreement shall be held illegal,
unenforceable, in whole or in part, the legality, validity,
the remaining provisions shall not be affected thereby.
11. Entire Agreement
2805T00001 \21505995.1 7
invalid, or
and enforceability of
Laguna Beach, CA 92651
28. City of Tustin
Jeffrey Parker, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
29. Trabuco Canyon Water
Hector Ruiz, General Manager
District
Trabuco Canyon Water District
32003 Dove Canyon Drive
Trabuco Canyon, CA 92679
30. City of Westminster
Eddie Manfro, City Manager
City of Westminster
8200 Westminster Blvd.
Westminster, CA 92683
31. Yorba Linda Water District
Marc Marcantonio, General Manager
Yorba Linda Water District
1717 E. Miraloma
Placentia, CA 92870
7. Jurisdiction and Venue
In all matters concerning the validity, interpretation, performance, or effect of
this Agreement, the laws of the State of California shall govern and be
applicable. The Parties hereby agree and consent to the exclusive
jurisdiction of the courts of the State of California and that venue of any action
brought hereunder shall be in Orange County, California.
8. Counterparts and Facsimile
This Agreement may be executed by the Parties in counterparts, which
counterparts shall be construed together and have the same effect as if all the
Parties had executed the same instrument. Counterpart signatures may be
transmitted by facsimile, email, or other electronic means and have the same
force and effect as if they were original signatures. All parties have
participated in the drafting of this Agreement.
9. Joint Drafting
All parties have participated in the drafting of this Agreement. The Agreement
may be signed in counterpart to facilitate processing.
10. Severability
If any provision of this Agreement shall be held illegal,
unenforceable, in whole or in part, the legality, validity,
the remaining provisions shall not be affected thereby.
11. Entire Agreement
2805T00001 \21505995.1 7
invalid, or
and enforceability of
Cost Sharing Agreement
This Agreement contains the entire agreement of the Parties relating to the
subject matter hereof; and the Parties have made no agreements,
representations, or warranties, either written or oral, relating to the subject
matter hereof that are not set forth herein. Except as provided herein, this
Agreement may not be modified or altered without prior written approval from
both parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their names as of the
day and year thereinafter written, which shall be and is the effective date of This
Agreement.
28057.00001121505995.1
Choice Program Water Loss Control Agreement — DRAFT 10 -27 -15
Execution of Agreement by Parties
1. MWDOC
Date l�
By:
Robert J. Hunter, Ge Manager
Municipal Water District o Orange County
Approved as to Form:
Date If 6 /S /1'
By:
Joseph Byrne
General Counsel
2. City of Anaheim
Date
By:
Paul Emery, City Manager
City of Anaheim
Approved as to Form:
Date
By:
City Attorney
3. City of Brea
Date
By:
Bill Gallardo, City Manager
City of Brea
Approved as to Form:
Date
By:
0
28057.00001 \21505995.1
Cost Sharing Agreement
28057.00001 \21505995.1 10
City Attorney
4.
City of Buena Park
Date
By:
James Vanderpool, City Manager
City of Buena Park
Approved as to Form:
Date
By:
City Attorney
5.
East Orange County
Water District
Date
By:
Lisa Ohlund, General Manager
East Orange County Water District
Approved as to Form:
Date
By:
General Counsel
6.
El Toro Water District
Date
By:
Robert Hill, General Manager
El Toro Water District
Approved as to Form:
Date
By:
General Counsel
7.
Emerald Bay
Date
28057.00001 \21505995.1 10
Cost Sharing Agreement
Services District
By:
Mike Dunbar, General! Manager
Approved' as to-Form:
Date
By''
General Counsel N
8. City of Fountain
Valley
Date
By:
Bob Hall, City Manager
City of Fountain Valley
Approved as to Form:
Harper & Burns LLP
Date
By:
Collin Burns
Arrome s for the City
9. City of Fullerton
Date
By:
Donald Hoppe, Director of Engineering
City of Fullerton
Approved as to Form:
Date
By:
City Attorney
10. City of Garden Grove
Date
By:
Scott C Stiles, City Manager
City of Garden Grove
Approved as to Form:
28057.00001\21505995.1 11
Cost Sharing Agreement
28057.00001 \21505995.1 12
Date
By:
City Attorney
11.
Golden State Water
'-Date,
Company
,By:
12.
City of Huntington
Beach
Date
By:
Fred Wilson, City Manager
City of Huntington Beach
Approved as to Farm:
Date
By:
City Attorney
13.
Irvine Ranch Water
Date
District
By:
Paul Cook, General Manager
- Irvine- RanchNVater- -Dist ' -
Approved as to Form:
Date
By:
General Counsel
14.
City of La Habra
Date
By:
Jim Sadro, City Manager
City of La Habra
Approved as to Form:
28057.00001 \21505995.1 12
Cost Sharing Agreement
28057.00001 \21 505995.1 13
Date
By:
City Attorney
15. City of La Palma
Date
By:
Ellen Volmert, City Manager
City of La Palma
Approved as to Form:
Date
By:
City Attorney
16. Laguna Beach
County Water District
Date
By:
Renae Hinchey, General Manager
Laguna Beach County Water District
Approved as to Form:
Date
By:
General Counsel
17. Mesa Water District
Date
By:
Paul Shoenberger, General Manager
Mesa Water District
Approved as to Form:
Date
By:
28057.00001 \21 505995.1 13
Cost Sharing Agreement
28057.00001 \21505995.1 14
General Counsel
18. Moulton Niguel Water
District
Date
By:
Joone Lopez, General Manager
Moulton Niguel Water District
Approved as to Form:
Date
By:
General Counsel
19. City of Newport
Beach
Date
By:
Dave Kiff, City Manager
City of Newport Beach
Approved as to Form:
Date
By:
City Attorney
20. City of Orange
Date
By:
Rick Otto, City Manager
City of Orange
Approved as to Form:
Date
By:
City Attorney
21. City of San Clemente
Date
28057.00001 \21505995.1 14
Cost Sharing Agreement
28057.00001 \21505995.1 is
By:
James Makshanoff, City Manager
City of San Clemente
Approved as to Form:
Date
By:
City Attorney
22. City of San Juan
Date
Capistrano
By:
Keith Till, City Manager
City of San Juan Capistrano
Approved as to Form:
Date
By:
City Attorney
23. City of Santa Ana
Date
By:
David Cavazos, City Manager
City of Santa Ana
Approved as to Form:
Date
By:
City Attorney
24. Santa Margarita
Water District
Date
By:
Dan Ferons, General Manager
28057.00001 \21505995.1 is
Cost Sharing Agreement
28057.00001 \21505995.1 16
Santa Margarita Water District
Approved as to Form:
Date
By:
General Counsel
25. City of Seal Beach
' o
nnte
By: l Cn
Jill FLAram, City Manag r
City of Seal Beach
Approved as to Form:
Date
By:_
City Attorney
26. Serrano Water
District
Date
By:
Jerry Vilander, General Manager
Serrano Water District
Approved as to Form:
Date
By:
General Counsel
27. South Coast Water
District
Date
By:
Andrew Brunhart, General Manager
South Coast Water District
Approved as to Form:
28057.00001 \21505995.1 16
Cost Sharing Agreement
28057.00001 \215059951 17
Date
By:
Art Kidman
28. City of Tustin
Date
By:
Jeffrey Parker, City Manager
City of Tustin
Approved as to Form:
Date
By:
City Attorney
29. Trabuco Canyon
Water District
Date
By:
Hector Ruiz, General Manager
Trabuco Canyon Water District
Approved as to Form:
Date
By:
City Attorney
30. City of Westminster
Date
By:
Eddie Manfro, City Manager
City of Westminster
Approved as to Form:
Date
By:
City Attorney
28057.00001 \215059951 17
Cost Sharing Agreement
31. Yorba Linda Water
District Date
By:
Marc Marcantonio, General Manager
Yorba Linda Water District
Approved as to Form:
Date
By:
General Counsel
28057.00001 \21505995.1 18
N
h
O
N
O
O
O
O
n
N
O
m
N
Cost Sharing Agreement:
Exhibit A
Participating Agency: City of Seal Beach
Cost Sheet for Selected Water Loss Control Services
from Water Systems Optimization, Inc.
Tasks:
Selected Water Loss Control
Services
Task 1b & 1c– Project Administration and Progress Reporting
$1,672.00
Task 2 – Technical Assistance for Preparation of "Top- Down"
Distribution System Water Audits
$6,620.00
Task 3 – Component Analysis: Volume and Value of Real and
Apparent Losses
$23,200.00
Task 4 – Locate and Quantify Leaks
25 – 50 miles = $400 /mile
Miles = 0
50 –100 miles = $350 /mile
$0.00
101+ miles = $300 /mile
Task 5 – Report Preparation
$8,400.00
Total:
$39,892.00
This Cost Sheet may be updated upon mutual consent of the parties as approved in writing.
Municipal Water District of Orange County
Date: / b —/0 / 6
W2
Participating Agency: City of Seal Beach
Date: I bal I �
Robert J. Hunter
energy al Manager
Jill R. Ingram
Choice Program Water Loss Control Agreement - DRAFT 10 -27 -15
AGREEMENT FOR SHARING CONSULTANT COSTS
THIS AGREEMENT is made and entered into as of 2016, by
and between the Municipal Water District of Orange County ( "MWDOC ") and
1. City of Anaheim
2. City of Brea
3. Buena Park
4. East Orange County Water District
5. El Toro Water District
6. Emerald Bay Services District
7. City of Fountain Valley
8. City of Fullerton
9. City of Garden Grove
10. Golden State Water Company
11. City of Huntington Beach
12. Irvine Ranch Water District
13. City of La Habra
14. City of La Palma
15. Laguna Beach County Water District
16. Mesa Water District
17. Moulton Niguel Water District
18. City of Newport Beach
19. City of Orange
20. City of San Clemente
21. City of San Juan Capistrano
22. City of Santa Ana
23. Santa Margarita Water District
24. City of Seal Beach
25. Serrano Water District
26. South Coast Water District
27. City of Tustin
28. Trabuco Canyon Water District
29. City of Westminster
30. Yorba Linda Water District
(collectively "Participating Agencies" and individually "Participating Agency ").
MWDOC and Participating Agency may be collectively referred to as 'Parties" and
individually as a "Party."
RECITALS
A. MWDOC offers its member agencies ( "Member Agencies ") the benefits of certain
programs called choice services, which are services that MWDOC makes
available to Member Agencies that they may elect to participate in or not
( "Choice Services ").
28057.00001 \21505995.1
Cost Sharing Agreement
B. If Member Agencies elect to receive Choice Services, they execute a cost
sharing agreement with MWDOC that sets forth the terms and conditions for
such Choice Services.
C. The cost sharing component that MW DOC offers allows Member Agencies to
obtain economies of scale and save money on such Choice Services.
D. MWDOC has entered into a professional services agreement with Water
Systems Optimization, Inc. ( "WSO ") for WSO to provide water loss control
technical assistance to Member Agencies ( "Consultant Agreement ").
E. The water loss control technical assistance involves five tasks, which include
project administration and progress reporting, technical assistance for the
preparation of distribution system water audits, component analysis — volume
and value of real and apparent losses, location and quantification of leaks, and
final report preparation ( "WSO Services ").
Participating Agencies may select tasks from the WSO Services that they want to
receive and the selected tasks will be described for each Participating Agency in
Exhibit A to this Agreement. For clarity, Exhibit A includes a separate attachment
for each Participating Agency that includes the selected tasks, total required
payments and costs, and any additional information and requirements that are
specific to each Participating Agency.
G. In addition to the WSO Services as part of the Choice Services, WSO will also
assist MWDOC with establishing an Orange County Water Loss Control
Committee for the benefit of the Member Agencies. This service is part of
MWDOC's Core Services and is not included in this Agreement.
H. The Parties desire to enter into this Agreement whereby MW DOC will provide
project management and coordination assistance and the Participating Agencies
will pay MWDOC the cost to receive the WSO Services that each Participating
Agency elects to receive.
TERMS
Administration of Consultant Agreement
1.1 MWDOC will provide project management assistance in regards to the
WSO Services, which includes working closely with and managing WSO
to ensure compliance with the WSO Agreement, facilitating interactions
between the Participating Agencies and WSO, and communicating
regularly with the Participating Agencies regarding the WSO Services as
needed.
1.2 MW DOC shall make payments to the Consultant on a time and materials
basis per the terms of the Consultant Agreement. A copy of the
Consultant Agreement is attached as Exhibit B.
28057.00001 \21505995.1 2
Cost Sharing Agreement
1.3 Each Participating Agency shall provide all documents, information and
assistance requested by the Consultant during the performance of the
Consultant Agreement.
1.4 Exhibit A is incorporated into this Agreement by reference and includes a
separate attachment for each Participating Agency that includes the
selected tasks, total required payments and costs, and any additional
information and requirements that are specific to each Participating
Agency.
1.5 Exhibit A may be updated as Member Agencies execute this Agreement
and become Participating Agencies or pursuant to mutual agreement
between a respective Participating Agency and MWODC.
2. Cost Sharing by Participating Agencies.
2.1 MWDOC shall:
2.1.1 Collect from each Participating Agency upon execution of this Agreement
the amount indicated in Exhibit A that is specific to each Participating
Agency, which is the total cost of the selected WSO Services for each
Participating Agency.
2.1.2 Inform the Participating Agency or Agencies of any proposed extra work
under the Consultant Agreement that would result in an increase in the
payments under this Agreement. MWDOC and the Participating Agency
or Agencies must both approve such extra work in writing before MWDOC
will notify Consultant to proceed with the work.
2.1.3 Prepare a final accounting and either distribute any remaining funds
collected from Participating Agencies back to the Participating Agencies
consistent with the amounts in Exhibit A or issue a final bill to the
Participating Agencies where there are funds due.
2.2 Participating Agencies shall:
2.2.1 Pay to MWDOC upon execution of this Agreement the full amount
indicated in Exhibit A that is specific to each respective Participating
Agency.
2.2.2 Pay to MWDOC, upon approval of any extra work under the Consultant
Agreement, the full amount owed for any extra approved work.
Participating Agencies shall bear all costs associated with extra work they
approves.
3. Accounting
28057.00001 \21505995.1 3
Cost Sharing Agreement
Upon request of Participating Agencies, MWDOC will provide copies of the
Consultant's invoices and MWDOC's payment records.
4. Independent Contractor
The Consultant is not a party to this Agreement and is not an employee or
agent of MWDOC or any of the Participating Agencies, either as a result of
this Agreement or as a result of the Consultant Agreement between MWDOC
and the Consultant. The Consultant is an independent contractor to
MWDOC.
5. Warranty and Indemnification
6. Notice
MWDOC shall use its best efforts in administering the Consultant Agreement,
but makes no representations, guarantees or warranties to the Participating
Agencies as to the quality or timeliness of work product provided by the
Consultant pursuant to the Consultant Agreement. The Participating
Agencies agree to indemnify MWDOC, its directors, officers, employees and
agents against, and will hold and save them harmless from, any and all
actions, claims, penalties, obligations or liabilities, in law or in equity, of every
kind or nature whatsoever, that may be asserted or claimed by any person,
firm, entity, corporation, political subdivision or other organization arising out
of or in any manner directly or indirectly connected with the Consultant
Agreement or WSO Services provided for the benefit of the Participating
Agencies. Section VII of the Consultant Agreement requires WSO to
indemnify and defend MWDOC and its Member Agencies in accordance with
the terms set forth therein. The Participating Agencies, as Member Agencies
of MWDOC, are third party beneficiaries of such indemnity obligations and
MWDOC will cooperate with the Participating Agencies to enforce such
indemnity obligations of WSO.
Any notice or communication required to be given under this Agreement shall
be in writing and effective when deposited, first class postage prepaid, with
the United States Postal Service addressed to the contracting Parties as
follows:
Notices to Parties
If to:
1. MWDOC
Robert J. Hunter, General Manager
Municipal Water District of Orange County
18700 Ward St.
P.O. Box 20895
Fountain Valley, CA 92728
2. City of Anaheim
Paul Emery, City Manager
28057.00001\21 505995.1
Cost Sharing Agreement
28057.00001 \21505995.1
City of Anaheim
City Hall East, 200 S. Anaheim Blvd.
Anaheim, CA 92805
3. City of Brea
Tom O'Donnell, City Manager
City of Brea
1 Civic Center Circle
Brea, CA 92821
4. City of Buena Park
Rick Warsinski, City Manager
City of Buena Park
6650 Beach Blvd.
Buena Park, CA 90622
5. East Orange County Water
Lisa Ohlund, General Manager
District
East Orange County Water District
185 N. McPherson Rd.
Orange, CA 92869
6. El Toro Water District
Robert Hill, General Manager
El Toro Water District
P.O. Box 4000
Laguna Hills, CA 92654
7. Emerald Bay Services
Mike Dunbar, General Manager
District
Emerald Bay Services District
600 Emerald Bay
Laguna Beach, CA 92651
8. City of Fountain Valley
Bob Hall, City Manager
City of Fountain Valley
10200 Slater Avenue
Fountain Valley, CA 92708
9. City of Fullerton
Donald Hoppe, Director of Engineering
City of Fullerton
303 W. Commonwealth Avenue
Fullerton, CA 92832 -1775
10. City of Garden Grove
Matthew Fertal, City Manager
City of Garden Grove
P.O. Box 3070
Garden Grove, CA 92842
11. Golden State Water
Ken Vecchiarelli, P.E.
Company
Orange County District Manager
Golden State Water Company
1920 W. Corporate Way
Anaheim, CA 92801
12. City of Huntington Beach
Fred Wilson, City Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
13. Irvine Ranch Water District
Paul Cook, General Manager
Irvine Ranch Water District
P.O. Box 57000
Irvine, CA 92619 -7000
14. City of La Habra
Don Hannah, City Manager
City of La Habra
P.O. Box 337
La Habra, CA 90633 -0337
28057.00001 \21505995.1
Cost Sharing Agreement
15. City of La Palma
Dominic Lazzaretto, City Manager
City of La Palma
7822 Walker Street
La Palma, CA 90623
16. Laguna Beach County
Renae Hinchey, General Manager
Water District
Laguna Beach County Water District
P.O. Box 987
Laguna Beach, CA 92652
17. Mesa Water District
Paul Shoenberger, General Manager
Mesa Water District
1965 Placentia Avenue
Costa Mesa, CA 92627 -3420
18. Moulton Niguel Water
Joone Lopez, General Manager
District
Moulton Niguel Water District
27500 La Paz Road
P.O. Box 30203
Niguel, CA 92607 -0203
19. City of Newport Beach
.Laguna
Dave Kiff, City Manager
City of Newport Beach
P.O. Box 1768
Newport Beach, CA 92663
20. City of Orange
John Sibley, City Manager
City of Orange
P.O. Box 449
Orange, CA 92866
21. City of San Clemente
James Makshanoff, City Manager
City of San Clemente
100 Avenida Presidio
San Clemente, CA 92672
22. City of San Juan Capistrano
Karen Brust, City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
23. City of Santa Ana
David Ream, City Manager
City of Santa Ana
P.O. Box 1988, M -24
Santa Ana, CA 92702
24. Santa Margarita Water
Dan Ferons, General Manager
District
Santa Margarita Water District
P.O. Box 7005
Mission Viejo, CA 92690
25. City of Seal Beach
Jill R. Ingram, City Manager
City of Seal Beach
211 81h Street
Seal Beach, CA 90740
26. Serrano Water District
Jerry Vilander, General Manager
Serrano Water District
18021 Lincoln Street
Villa Park, CA 92861 -6446
27. South Coast Water District
Andrew Brunhart, General Manager
South Coast Water District
31592 West Street
28057.00001\21 505995.1 6
Cost Sharing Agreement
7. Jurisdiction and Venue
In all matters concerning the validity, interpretation, performance, or effect of
this Agreement, the laws of the State of California shall govern and be
applicable. The Parties hereby agree and consent to the exclusive
jurisdiction of the courts of the State of California and that venue of any action
brought hereunder shall be in Orange County, California.
8. Counterparts and Facsimile
This Agreement may be executed by the Parties in counterparts, which
counterparts shall be construed together and have the same effect as if all the
Parties had executed the same instrument. Counterpart signatures may be
transmitted by facsimile, email, or other electronic means and have the same
force and effect as if they were original signatures. All parties have
participated in the drafting of this Agreement.
9. Joint Draftinq
All parties have participated in the drafting of this Agreement. The Agreement
may be signed in counterpart to facilitate processing.
10. Severability
If any provision of this Agreement shall be held illegal, invalid, or
unenforceable, in whole or in part, the legality, validity, and enforceability of
the remaining provisions shall not be affected thereby.
11. Entire Agreement
2805T0000 N21 505995.1
Laguna Beach, CA 92651
28. City of Tustin
Jeffrey Parker, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
29. Trabuco Canyon Water
Hector Ruiz, General Manager
District
Trabuco Canyon Water District
32003 Dove Canyon Drive
Trabuco Canyon, CA 92679
30. City of Westminster
Eddie Manfro, City Manager
City of Westminster
8200 Westminster Blvd.
Westminster, CA 92683
31. Yorba Linda Water District
Marc Marcantonio, General Manager
Yorba Linda Water District
1717 E. Miraloma
Placentia, CA 92870
7. Jurisdiction and Venue
In all matters concerning the validity, interpretation, performance, or effect of
this Agreement, the laws of the State of California shall govern and be
applicable. The Parties hereby agree and consent to the exclusive
jurisdiction of the courts of the State of California and that venue of any action
brought hereunder shall be in Orange County, California.
8. Counterparts and Facsimile
This Agreement may be executed by the Parties in counterparts, which
counterparts shall be construed together and have the same effect as if all the
Parties had executed the same instrument. Counterpart signatures may be
transmitted by facsimile, email, or other electronic means and have the same
force and effect as if they were original signatures. All parties have
participated in the drafting of this Agreement.
9. Joint Draftinq
All parties have participated in the drafting of this Agreement. The Agreement
may be signed in counterpart to facilitate processing.
10. Severability
If any provision of this Agreement shall be held illegal, invalid, or
unenforceable, in whole or in part, the legality, validity, and enforceability of
the remaining provisions shall not be affected thereby.
11. Entire Agreement
2805T0000 N21 505995.1
Cost Sharing Agreement
This Agreement contains the entire agreement of the Parties relating to the
subject matter hereof; and the Parties have made no agreements,
representations, or warranties, either written or oral, relating to the subject
matter hereof that are not set forth herein. Except as provided herein, this
Agreement may not be modified or altered without prior written approval from
both parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their names as of the
day and year thereinafter written, which shall be and is the effective date of This
Agreement.
28057.00001 \21505995.1
Choice Program Water Loss Control Agreement — DRAFT 10 -27 -15
Execution of Agreement by Parties
1. MWDOC
Date
By:
Robert J. Hunter, General Manager
Municipal Water District of Orange County
Approved as to Form:
Date
By:
Joseph Byrne
General Counsel
2. City of Anaheim
Date
By:
Paul Emery, City Manager
City of Anaheim
Approved as to Form:
Date
By:
City Attorney
3. City of Brea
Date
By:
Bill Gallardo, City Manager
City of Brea
Approved as to Form:
Date
By:
28057.00001 \21505995.1
Cost Sharing Agreement
28057.00001 121505995.1 10
City Attorney
4.
City of Buena Park
Date
By:
James Vanderpool, City Manager
City of Buena Park
Approved as to Form:
Date
By:
City Attorney
5.
East Orange County
Water District
Date
By:
Lisa Ohlund, General Manager
East Orange County Water District
Approved as to Form:
Date
By:
General Counsel
6.
El Toro Water District
Date
By:
Robert Hill, General Manager
El Toro Water District
Approved as to Form:
Date
By:
General Counsel
7.
Emerald Bay
Date
28057.00001 121505995.1 10
Cost Sharing Agreement
Services District
By:
Mike Dunbar, General Manager
Approved as to Form:
Date
By:
General Counsel
8. City of Fountain
Valley
Date
By:
Bob Hall, City Manager
City of Fountain Valley
Approved as to Form:
Harper & Burns LLP
Date
By:
Collin Burns
Arrome s for the City
9. City of Fullerton
Date
By:
Donald Hoppe, Director of Engineering
City of Fullerton
Approved as to Form:
Date
By:
City Attorney
10. City of Garden Grove
Date
By:
Scott C Stiles, City Manager
City of Garden Grove
Approved as to Form:
28057.00001 \21505995.1 11
Cost Sharing Agreement
29057, 00001 \21505995.1 12
Date
By:
City Attorney
11.
Golden State Water
Date
Company
B:
12.
City of Huntington
Beach
Date
By:
Fred Wilson, City Manager
City of Huntington Beach
Approved as to Form:
Date
By:
City Attorney
13.
Irvine Ranch Water
Date
District
By:
Paul Cook, General Manager
Irvine Ranch Water District
Approved as to Form:
Date
By:
General Counsel
14.
City of La Habra
Date
By:
Jim Sadro, City Manager
City of La Habra
Approved as to Form:
29057, 00001 \21505995.1 12
Cost Sharing Agreement
28057.00001 \21505995.1 13
Date
By:
City Attorney
15. City of La Palma
Date
By:
Ellen Volmert, City Manager
City of La Palma
Approved as to Form:
Date
By:
City Attorney
16. Laguna Beach
County Water District
Date
By:
Renae Hinchey, General Manager
Laguna Beach County Water District
Approved as to Form:
Date
By:
General Counsel
17. Mesa Water District
Date
By:
Paul Shoenberger, General Manager
Mesa Water District
Approved as to Form:
Date
By:
28057.00001 \21505995.1 13
Cost Sharing Agreement
28057. 00001 \21505995.1 14
General Counsel
18. Moulton Niguel Water
District
Date
By:
Joone Lopez, General Manager
Moulton Niguel Water District
Approved as to Form:
Date
By:
General Counsel
19. City of Newport
Beach
Date
By:
Dave Kiff, City Manager
City of Newport Beach
Approved as to Form:
Date
By.
City Attorney
20. City of Orange
Date
By:
Rick Otto, City Manager
City of Orange
Approved as to Form:
Date
By:
City Attorney
21. City of San Clemente
Date
28057. 00001 \21505995.1 14
Cost Sharing Agreement
28057.00001 \21505995.1 15
By:
James Makshanoff, City Manager
City of San Clemente
Approved as to Form:
Date
By:
City Attorney
22. City of San Juan
Date
Capistrano
By:
Keith Till, City Manager
City of San Juan Capistrano
Approved as to Form:
Date
By:
City Attorney
23. City of Santa Ana
Date
By:
David Cavazos, City Manager
City of Santa Ana
Approved as to Form:
Date
By:
City Attorney
24. Santa Margarita
Water District
Date
By:
Dan Ferons, General Manager
28057.00001 \21505995.1 15
Cost Sharing Agreement
28057.00001 \21505995.1 16
Santa Margarita Water District
Approved as to Form:
Date
By:
General Counsel
25. City of Seal Beach
Date 1 ` l
By:
Jill . In am, City Manage
City, eal Beach
Approved as to Form:
Date --
By:
City Attorney
26. Serrano Water
District
Date
By:
Jerry Vilander, General Manager
Serrano Water District
Approved as to Form:
Date
By:
General Counsel
27. South Coast Water
District
Date
By:
Andrew Brunhart, General Manager
South Coast Water District
Approved as to Form:
28057.00001 \21505995.1 16
Cost Sharing Agreement
28057.00001 \21505995.1 17
Date
By:
Art Kidman
28. City of Tustin
Date
By:
Jeffrey Parker, City Manager
City of Tustin
Approved as to Form:
Date
By:
City Attorney
29. Trabuco Canyon
Water District
Date
By:
Hector Ruiz, General Manager
Trabuco Canyon Water District
Approved as to Form:
Date
By:
City Attorney
30. City of Westminster
Date
By:
Eddie Manfro, City Manager
City of Westminster
Approved as to Form:
Date
By:
City Attorney
28057.00001 \21505995.1 17
Cost Sharing Agreement
31. Yorba Linda Water
District Date
By:
Marc Marcantonio, General Manager
Yorba Linda Water District
Approved as to Form:
Date
By:
General Counsel
28057.00001 \21505995.1 18
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Cost Sharing Agreement:
Exhibit A
Participating Agency: City of Seal Beach
Cost Sheet for Selected Water Loss Control Services
from Water Systems Optimization, Inc.
Tasks:
Selected Water Loss Control
Services
Task 1b & 1c— Project Administration and Progress Reporting
$1,672.00
Task 2 — Technical Assistance for Preparation of "Top- Down"
Distribution System Water Audits
$6,620.00
Task 3 — Component Analysis: Volume and Value of Real and
Apparent Losses
$23,200.00
Task 4 — Locate and Quantify Leaks
25 — 50 miles = $400 /mile
Miles = 0
50 — 100 miles = $350 /mile
$0.00
101+ miles = $300 /mile
Task 5 — Report Preparation
$8,400.00
Total:
$39,892.00
This Cost Sheet may be updated upon mutual consent of the parties as approved in writing.
Municipal Water District of Orange County
Date:
By:
Robert J. Hunter
General Manager
Participating Agency: City of Seal Beach
Date:
Jill R. Ingram
City Manager
www.sealbeachca.gov
September 26, 2016
Mr. Robert J. Hunter, General Manager
Municipal Water District of Orange County
P.O. Box 20895
Fountain Valley, CA 92708
RE: Agreement Sharing Consultant Costs
Choice Program Water Loss Control
Dear Mr. Hunter
Enclosed are three copies of the above referenced agreement. Please return one
executed copy to City Clerk Robin Roberts, 211 Eighth Street, Seal Beach, CA 90740.
If you have any questions regarding same, please contact the City Clerk's office at 562-
431 -2527, Ext. 1305.
Sincerely, �Q
Winnie Bell
Part-Time Executive Assistant
City Clerk's Office
City of Seal Beach
wbell @sealbeachca.gov
562 - 431 -2527 Ext.1304
Enclosures