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Home My WebLink AboutAGMT - Municipal Water District of Orange County (Sharing Consultant Costs for 2019 America's Water Infrastructure Act Compliance RiskMWDOC, Street Address: 18700 Ward Street Fountain Vailey, California 92708 Mailing Address: P.O. Box 20895 Fourtain Valley, CA 927280895 (714) 963-3058 Fax: (714) 964.9389 Sat Tamaribuchi President Joan C. F,nnegan Vice President Division I Vacant Larry D'Dick Director Bob McVicker, P.E., D.WRE Director Megan Yoo Schneider, P.E. Director Jeffery M. Thomas Director Robert J. Hunter General Manager City of Brea City of Buena Park East Orange County Water District EI 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 Margarita Water District City of Seal Beach Serrano Water District South Coast Water District Trabuco Canyon Water District City of Tustin City of Westminster Yortia Linda Water District September 14, 2020 Jill Ingram, City Manager City of Seal Beach 211 8r'' Street Seal Beach, CA 90740 Letter of Clarification (LOC) RE AWIA Phase II and Phase III Consultant Contract Dear Ms. Ingram: The Municipal Water District of Orange County (MWDOC) and the City of Seal Beach are in the process of executing the standard agreement that has been developed for the hiring of Herndon Solutions Group (Herndon) to complete the AWIA Risk and Resilience Assessment (Phase 11) and the Emergency Response Plan (Phase 111). The City of Seal Beach participated in the Crosswalk Review (Phase I) and opted out of Phase II and III on October 2, 2019. Based on recent discussions it is our understanding that the City of Seal Beach has decided to rejoin the project as of September 11, 2020 with the Phase II and Phase III work. This letter of clarification provides that MWDOC will invoice the City of Seal Beach at this time for the Phase 11 and III work. For the Phase II, Risk and Resilience Assessment portion of the project participating agencies agreed to $83,855. For Phase III, the update of the Emergency Response Plan, Seal Beach is slated as a "High Effort" which is approximately $61,811, for a total of $145,666. Once each phase is completed by all three tiers, reconciliation of the projects based on final reports will be completed as it has been with other joint projects. All other provisions of the AWIA Phase II and Phase III Agreement from September 11, 2019 will remain in full effect between the parties executing said Agreement. Sincerely, L ---- Robert J. Hunter, General Manager MWDOC �r Jil gram, City Manager City of Seal Beach Concurs with LOC/Date Signed MUNICIPAL WATER DISTRICT OF ORANGE COUNTY FINAL 9-11-19 AGREEMENT FOR SHARING CONSULTANT COSTS FOR 2019 AWIA COMPLIANCE RISK AND RESILIENCY ASSESSMENTS AND EMERGENCY RESPONSE PLANS FOR PARTICIPATING AGENCIES (PHASES II AND III) THIS AGREEMENT is made and entered into as of October 2019, by and between: 1. Irvine Ranch Water District 2. City of Santa Ana 3. South Coast Water District 4. City of Huntington Beach 5. City of Garden Grove 6. Moulton Niguel Water District 7. Santa Margarita Water District 8. City of Fullerton 9. City of Orange 10. East Orange County Water District 11. City of San Juan Capistrano 12. City of Westminster 13. City of Buena Park 14. Yorba Linda Water District 15. City of Tustin 16. City of Newport Beach 17. City of La Habra 18. City of Fountain Valley 19. City of San Clemente 20. EI Toro Water District 21. City of Brea 22. City of Seal Beach 23. Trabuco Canyon Water District 24. Serrano Water District, (collectively "Participating Agencies" and individually "Participating Agency") and the Municipal Water District of Orange County ("MWDO(.'#"). The Participating Agencies and MWDOC are also collectively referred to as "Parties." RECITALS WHEREAS, per Section 2013 of Title II, America's Water Infrastructure Act ("AWIA"), utilities are required to design and complete an AWIA Compliance Crosswalk; conduct a Risk and Resilience Assessment ("RRAs") for their agency; and develop or update an Emergency Response Plan ("ERP"); and WHEREAS, each Participating Agency has the responsibility under AWIA to conduct a RRA and prepare an ERP for its respective agency; and FINAL 9-11-19 WHEREAS, the Participating Agencies share many water supply characteristics, including water sources, regional water management agencies, location, climate history, and demographics; and WHEREAS, the Participating Agencies and MWDOC desire to cooperate with each other to obtain economies of scale and thereby reduce preparation costs for each of the Participating Agencies in conducting RRAs and subsequently preparing or updating an ERP in response to AWIA requirements; and WHEREAS, MWDOC and the Participating Agencies have jointly prepared and agreed to a Scope of Work that was incorporated into a Request for Proposals for AWIA Compliance Crosswalks, Risk and Resilience Assessments, and Emergency Response Plans for Orange County Water Utilities, issued Wednesday, May 15, 2019 ("RFP") and HSG, LLC, dba Herndon Solutions Group ("HSG" or "Consultant") was chosen as the successful consultant to prepare each Participating Agency's AWIA Compliance Crosswalk, RRA and ERP; and WHEREAS, Consultant has been retained for three separate and distinct phases of work under the RFP; Phase I, Design and Completion of AWIA Compliance Crosswalks for each of the Participating Agencies; Phase II, conducting RRAs based on AWIA requirements, the Participating Agency's Specific AWIA Compliance Crosswalk and other materials provided by Participating Agencies; and Phase III, updating or creating an ERP for each of the Participating Agencies based on AWIA requirements, the Agency's current ERP, the Agency Specific AWIA Compliance Crosswalk, the Agency Specific RRA, and other materials provided by Participating Agencies; and WHEREAS, Phase I is in the process of being completed under a separate arrangement for MWDOC and Participating Agencies, and the scope of work for Phases 11 and III will be finalized based on the results of Phase I and execution of this Agreement; and WHEREAS, MWDOC and its staff are willing to coordinate this process, including the preparation and administration of a professional services agreement with the selected 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 MWDOC has executed a professional services agreement for the work identified in the response to the Request for Proposals by HSG for purposes of Phases I, II and III of the RFP ("Consultant Agreement"), and this Agreement is necessary to budget the scope of services for each Participating Agency for Phases II and 111 along with other MWDOC costs, attached as Exhibit A. MWDOC has amended its standard professional services agreement form for the Consultant Agreement and required appropriate types and limits of insurance coverage. Each CGL policy shall identify MWDOC, the Participating Agencies, 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 requires the consultant's insurer(s) to waive all 2 FINAL 9-11-19 rights of subrogation against MWDOC, the Participating Agencies, and their directors, officers, agents, employees, attorneys, consultants and volunteers. The Consultant Agreement requires 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 Consultant and communicate with each Participating Agency, regularly and upon request of the Participating Agency, regarding the status and substance of Phases II and III; 1.3 MWDOC shall make payments to the Consultant for progress payments as work proceeds. MWDOC shall withhold 10% of each progress payment to Consultant in a retention fund until such time as every Participating Agency has notified MWDOC that it is satisfied with the final RRAs and ERPs prepared for it by Consultant. 1.4 Each Participating Agency shall provide all documents, information and assistance requested by Consultant during the performance of the Consultant Agreement. 1.5 The City of San Juan Capistrano agrees to add MWDOC as an additional protected party, pending approval by the City's insurance provider, the California Joint Powers Insurance Authority. 2. Cost Sharing by Participating Agencies. 2.1 MWDOC shall: 2.1.1 Collect from each Participating Agency upon execution of this Agreement or at other times as agreed upon between MWDOC and Participating Agency amounts that will total the full amount of the portion of the total cost allocated to that Participating Agency based on the Consultant's proposal and other MWDOC costs for Phases II and III, as attached in Exhibit A. The column labeled "Agency Estimated Total Phases 2 & 3 w/ Contingency" in Exhibit A includes, and each participating Agency agrees to, a 10% contingency which allows for minor variations in the cost of work as noted in Section 2.2.3 or for additional work that may be added by a Participating Agency per Section 2.2.2); 2.1.2 Inform each Participating Agency of any proposed extra work under the Consultant Agreement that relates to preparation of that Participating Agency's final RRAs and ERPs for Phases II and III and that would result in an increase in that Participating Agency's payment under this Agreement. MWDOC and the affected Participating Agency must both approve such extra work before MWDOC will notify Consultant to proceed with the work. 2.1.3 Be responsible for making progress payments directly to Consultant from funds paid to MWDOC by Participating Agencies (see section 1.3). 3 FINAL 9-11-19 2.1.4 Prepare a final accounting and either distribute any remaining funds collected from the Participating Agencies back to the Participating Agencies or issue a final bill to Participating Agencies where there are funds due. 2.2 Each Participating Agency shall: 2.2.1 Pay to MWDOC upon execution of this Agreement or at other times as agreed upon between MWDOC and Participating Agency amounts that will total to the full amount of the portion of the total cost allocated to that Participating Agency in the selected contractor's proposal plus other MWDOC costs, as attached in Exhibit A; 2.2.2 Pay to MWDOC, upon prior written approval of any extra work under the Consultant Agreement that relates to preparation of its final RRAs and ERPs for Phases II and III, the full amount owed for the approved work. Each Participating Agency shall bear all costs associated with extra work it approves. 2.2.3 Note that as Participating Agencies decide to participate or not to participate in Phases II and III, the cost sharing of costs among the Participating Agencies for the Consultant and MWDOC's costs will vary somewhat from agency to agency. Information relative to adjustments in costs among Participating Agencies shall be shared on a periodic basis as decisions are being made by the various Participating Agencies. Also, because the timing of completion of the RRA and ERP vary among agencies, it is allowable to schedule the payment of an invoice for those smaller agencies desiring to pay their deposit out of next year's budget. 3. Accounting Upon request of any Participating Agency, MWDOC will provide copies of the selected Consultant's invoices and MWDOC's payment records. 4. Independent Contractor Any consultant engaged by MWDOC on behalf of the Participating Agencies as contemplated in this Agreement will not be a party to this Agreement and will not be an employee or agent of MWDOC or any of the Participating Agencies, 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. 5. Warranty, Indemnification and Defense 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 Consultant pursuant to the Consultant Agreement. The Participating Agencies, and each of them, shall indemnify MWDOC, its directors, officers, employees and agents against, and will hold and save them harmless from, any and all actions, claims, penalties, 4 FINAL 9-11-19 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 RRA, ERP, and/or any other work contemplated by this Consultant Agreement subject to AWIA. As between the Participating Agencies, any costs associated with the indemnity and defense obligations set forth in the previous two sentences shall be the financial responsibility of each Participating Agency based on the same pro rata basis as the allocation of costs set forth in Section 2. 1.1 herein and Exhibit A hereto. In the event MWDOC, its directors, officers, employees and agents are made a party to any action or proceeding filed in connection with a challenge to any work prepared pursuant to the Consultant Agreement in connection with any RRA, ERP, and/or any other work contemplated by this Consultant Agreement subject to AWIA, the Participating Agency whose RRA, ERP or AWIA-related work is challenged shall provide a complete defense to MWDOC, its directors, officers, employees and agents and shall reimburse MWDOC for all costs and expenses incurred as a result of the action or proceeding, including reasonable attorney's fees. 6. Notice 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: Municipal Water District of Robert J. Hunter, General Manager Orange County Municipal Water District of Orange County 18700 Ward St. P.O. Box 20895 Fountain Valley, CA 92728 1. Irvine Ranch Water District Paul Cook, General Manager Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92618 2. City of Santa Ana Kristine Ridge, City Manager City of Santa Ana P.O. Box 19813, M-24 Santa Ana, CA 92702 FINAL 9-11-19 3. South Coast Water District Rick Shintaku, General Manager South Coast Water District 31592 West Street Laguna Beach, CA 92651 4. City of Huntington Beach Dave Kiff, City Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 5. City of Garden Grove Scott Stiles, City Manager City of Garden Grove P.O. Box 3070 Garden Grove, CA 92842 6. Moulton Niguel Water District Joone Lopez, General Manager Moulton Niguel Water District 27500 La Paz Road P.O. Box 30203 Laguna Niguel, CA 92607-0203 7. Santa Margarita Water District Dan Ferons, General Manager Santa Margarita Water District P.O. Box 7005 Mission Viejo, CA 92690 8. City of Fullerton Ken Domer, City Manager City of Fullerton 303 W. Commonwealth Avenue Fullerton, CA 92832 9. City of Orange Rick Otto, City Manager City of Orange 300 E. Chapman Ave Orange, CA 92866 10. East Orange County Water District Lisa Ohlund, General Manager East Orange County Water District 185 N. McPherson Rd. Orange, CA 92869 11. City of San Juan Capistrano Benjamin Siegel, City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 FINAL 9-11-19 12. City of Westminster Eddie Manfro, City Manager City of Westminster 8200 Westminster Blvd. Westminster, CA 92683 13. City of Buena Park Jim Vanderpool, City Manager City of Buena Park 6650 Beach Blvd. Buena Park, CA 90622 14. Yorba Linda Water District Marc Marcantonio, General Manager Yorba Linda Water District 1717 E. Miraloma Ave. Placentia, CA 92870 15. City of Tustin Matthew West, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 16. City of Newport Beach Grace Leung, City Manager City of Newport Beach P.O. Box 1768 Newport Beach, CA 92663 17. City of La Habra Jim Sadro, City Manager City of La Habra P.O. Box 337 La Habra, CA 90633-0337 18. City of Fountain Valley Rob Houston, City Manager City of Fountain Valley 10200 Slater Ave. Fountain Valley, CA 92708 19. City of San Clemente James Makshanoff, City Manager City of San Clemente 100 Avenida Presidio San Clemente:, CA 92672 20. EI Toro Water District Dennis Cafferty, General Manager EI Toro Water District P.O. Box 4000 Laguna Hills, CA 92654 FINAL 9-11-19 21. City of Brea Bill Gallardo, City Manager City of Brea 1 Civic Center Circle Brea, CA 92821 22. City of Seal Beach Jill Ingram, City Manager City of Seal Beach 211 8'^ Street Seal Beach, CA 90740 23. Trabuco Canyon WD Michael Perea, General Manager Trabuco Canyon Water District 32003 Dove Canyon Drive Trabuco Canyon, CA 92679 24. Serrano Water District Jerry Vilander, General Manager Serrano Water District 18021 Lincoln Street Villa Park, CA 92861-6446 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. 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. FINAL 9-11-19 This Agreement shall commence upon the date of the earliest execution by any Participating Agency below and shall extend thereafter through the completion of all work product generated by the Consultant and delivered to MWDOC and to each Participating Agency. The scheduled completion date by the Consultant is November 21, 2021. MWDOC shall issue a Notice of Completion to all Participating Agencies upon dose -out of the Consultant Agreement. Notwithstanding anything to the contrary in this Section 10, this Agreement may be terminated earlier by MWDOC in its discretion upon or after termination of the Consultant Agreement. MJ!Iy'AK - This Agreement contains the entire agreement of the Parties relating to the subject matter hereof; aiJ the Parties have made no agreements, representations, or warran'.es, 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. CITY OF SEAL BEACH METROPOLITAN WATER DISTRICT OF ORANGE COUNTY By. BJ . 7'RobertH er(Sep 21, 202012:59 PDT) I . Ingram, City Mane Robert J. Hunter, General Manager Attest: By: ✓`, loria D. Harper, ity diek,° r Approv to By: Craig A. Steele, City Attorney 9 x Y ry W a r V n OC tT t0 o ? N O M1 .•t ta �O 'n of y %O to ? 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V► to y "; y eN•1 y .A'4 e�•l It to V► b'1 t^ " to -4 fA N 14 N (n N -0 y 'V � Vy a 0 N ry N,N 0�V N Nk N•N Q N 14 _u N�NO�f`QI �Q0 �'V LV N ��`{ r�V�H N N .Q D CN fN 14 N $ 4 Q q �„IIIII In .�;r, C, Q v 30 M 1 m m en es �� m 4et an M t to �:4 rq i r � fr,w m a !ft � m »1 i er1 Q1 erf r.f trs d! � ee1 tb rf :4 rt .1 C O+ N R1 N a�0 M 9 N i 8cNp 7 to r+ ri Q -� � O M A t� CL M yi m to pp n no �i In at 0p0p �pp 00 to to -T p O _ r m N N N ., rr .ai tD t�Ct In { u Ff uftO I � y G 1 o 3 c q 0 r x a o q CIO �- a 4-t t, >� q �l�o� 3 Z q o 9 0 0 0 L o u c o i° 0 3 a u tv ° g - J c 3£ v 3 3 i _3 ,yE c_' ;o, C12 2 � � = t? o i �Cp41M O � L j C V Jq a u _ t/f u. u •� m H 2 � t� tR � m to ►- N Agreement - AWIA (MWDOC&Seal Beach) Final Audit Report 2020-09-21 Created: 2020-09-21 By: Vicki Osborn (VOsborn@mwdoc.com) Status: Signed Transaction ID: CBJCHBCAABAAjAyrPoUFgp_SF67GHo2mDoys79uflT3g "Agreement - AWIA (MWDOC&Seal Beach)" History Document created by Vicki Osborn (VOsborn@mwdoc.com) 2020-09-21 - 5:02:29 PM GMT- IP address: 104.129.198.64 Document emailed to Robert Hunter (rhunter@mwdoc.com) for signature 2020-09-21 - 5:03:25 PM GMT Email viewed by Robert Hunter (rhunter@mwdoc.com) 2020-09-21 - 7:59:05 PM GMT- IP address: 75.83.151.155 Document e -signed by Robert Hunter (rhunter@mwdoc.com) Signature Date: 2020-09-21 - 7:59:47 PM GMT - Time Source: server- IP address: 75.83.151.155 Q Agreement completed. 2020-09-21 - 7:59:47 PM GMT 13 Adobe Sign