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C-2790
1100 -go C )-79® AGREEMENT This Cooperative Agreement (hereinafter referred to as Agreement) is entered into by and between the Los Angeles County Flood Control District (hereinafter referred to as the District); the City of Arcadia (herein referred to as Arcadia) and the City of Sierra Madre (hereinafter referred to as Sierra Madre) (collectively referred to as the Cities); and the Raymond Basin Management Board (herein referred to as Board). RECITALS WHEREAS, the District is a body corporate and politic, organized and operating under the provisions of the Los Angeles County Flood Control Act; and WHEREAS, the District operates flood control and water conservation facilities in Los Angeles County, including Santa Anita Dam and Reservoir, Santa Anita Debris Dam, Santa Anita Wash Diversion Structure, and Santa Anita Spreading Grounds, that capture storm flows used to replenish groundwater basins in Los Angeles County, including the East Raymond Basin (hereinafter referred to as Basin); and WHEREAS, the Cities and Board each hold water rights in the East Raymond Basin within the San Gabriel Valley in the County of Los Angeles (herein referred to as the County) and extract groundwater to supply their communities with potable water; and WHEREAS, the State has determined that the Santa Anita Dam and Santa Anita Debris Dam do not meet the Division of Safety of Dams' standards for seismic and spillway capacity, and as such the State has restricted the Santa Anita Dam and Santa Anita Debris Dams' maximum long -term storage elevations; and WHEREAS, the restriction on the storage capacities at the Santa Anita Dam and Santa Anita Debris Dam limit the District's ability to detain storm flows for subsequent spreading at the Santa Anita Spreading Grounds and Sierra Madre Spreading Grounds for groundwater recharge; and WHEREAS, the District has been awarded a Proposition 1E Grant to partially fund the Santa Anita Stormwater Flood Management and Seismic Strengthening Project (hereinafter referred to as Project) to retrofit Santa Anita Dam and Santa Anita Debris Dam to address the State's seismic and spillway requirements and to improve efficiency of Santa Anita Spreading Grounds and Santa Anita Wash Diversion Structure; and WHEREAS, each of the Cities, the Board, and the District will derive benefits from the implementation of the Project. Page 1 of 6 NOW, THEREFORE, in consideration of the foregoing and of the mutual benefits to be derived by the parties, it is hereby agreed as follows: 1. The District shall be responsible for all aspects of the Project including, but not limited to, planning, design, administration and management of the construction contract, professional consultant services, quality control and quality assurance. 2. Arcadia shall pay the District a total of $864,126 in accordance with the attached payment schedule to be used for the construction of the Project. The $864,126 shall be used solely for construction activities performed by the District and its contractors and subcontractors, as stated above, for the construction of the Project inclusive of all contract and construction management, and quality assurance activities by the District and its contractors. 3. Sierra Madre shall pay the District a total of $900,938 in accordance with the attached payment schedule to be used for the construction of the Project. The $900,938 shall be used solely for construction activities performed by the District and its contractors and subcontractors, as stated above, for the construction of the Project inclusive of all contract and construction management, and quality assurance activities by the District and its contractors. 4. Board shall pay the District a total of $234,936 in accordance with the attached payment schedule to be used for the construction of the Project. The $234,936 shall be used solely for construction activities performed by the District and its contractors and subcontractors, as stated above, for the construction of the Project inclusive of all contract and construction management, and quality assurance activities by the District and its contractors. 5. The Cities and Board shall provide assistance with community relations and expediting permit processing in connection with the Project, and shall support District's Project related efforts to cost - effectively maintain the capacity and operability of Santa Anita Dam and Reservoir, Santa Anita Debris Basin, Santa Anita Spreading Grounds, and Santa Anita Sediment Placement Site. 6. Sierra Madre shall indemnify, defend, and hold harmless, District, Arcadia, and Board and their respective officers, employees, and agents from and against any claims, demands, liability, damages, costs and expense, including, without limitation, those involving bodily injury, death, or personal injury of any person or property damage of any nature whatsoever, arising from or related to any breach of the Sierra Madre's obligations under this Agreement. Page 2 of 6 7. Arcadia shall indemnify, defend, and hold harmless, District, Sierra Madre, and Board and their respective officers, employees, and agents from and against any claims, demands, liability, damages, costs and expense, including, without limitation, those involving bodily injury, death, or personal injury of any person or property damage of any nature whatsoever, arising from or related to any breach of the Arcadia's obligations under this Agreement. 8. Board shall indemnify, defend, and hold harmless, District, Sierra Madre, and Arcadia and their respective officers, employees, and agents from and against any claims, demands, liability, damages, costs and expense, including, without limitation, those involving bodily injury, death, or personal injury of any person or property damage of any nature whatsoever, arising from or related to any breach of the Board's obligations under this Agreement. 9. The District shall indemnify, defend, and hold harmless Arcadia, Sierra Madre, and Board and their respective officers and employees from and against any claims, demands, liability, damage, costs and expenses, including, without limitation attorney fees and costs of litigation involving bodily injury, death or personal injury of any person or property damage of any nature whatsoever, arising out of (i) a breach of the District's obligations under this Agreement, or (ii) any act or omission or willful misconduct of the District or its officers, agents, employees, design engineering /geotechnical firms /construction contractors, or any of their contractors or subcontractors, in any way relating to the District's performance of any obligation of the District under this Agreement. The District's obligations under this paragraph shall not apply to Arcadia, Sierra Madre, or Board, respectively, or to their respective officers and employees, to the extent that any claim, demand, liability, damage, cost or expenses was caused by the respective negligence or willful misconduct of Arcadia, Sierra Madre, or Board or any of their respective officers or employees.. 10. This Agreement shall be effective on the later date it is executed by all parties and, except for the parties' respective indemnification, defense and hold harmless obligations, shall terminate upon the last date of the completion of the construction of the Project and upon all payments /reimbursements. 11. Following the execution of the Agreement, any party may request a modification to this Agreement which the requesting party believes is necessary due to unforeseen changed circumstances. No modification or amendment of this Agreement shall be valid unless said modification is in writing and is executed by all parties to this Agreement. Page 3 of 6 12. No party to this Agreement shall either voluntarily or by the operation of law, assign, or transfer its right, nor delegate its duties to any other party without first obtaining the written consent of the other parties to this Agreement. Such consent shall not be unreasonably withheld. No assignment hereto shall operate to discharge a party to this Agreement of any duty or obligation hereunder without the written consent of the other parties. 13. Notwithstanding any other provision of this Agreement, District may determine not to implement the Project, or any portion of the Project if, after the environmental review pursuant to the California Environmental Quality Act has been completed, District determines that the Project, or any portion thereof, will have one or more significant environmental impacts that cannot be feasibly mitigated. In the event that District, pursuant to this paragraph, determines not to implement the Project, this Agreement shall be deemed terminated and District shall repay any funds previously paid by Cities or Board, and the parties shall have no further obligations to each other under this Agreement. In the event that District, pursuant to this paragraph, determines not to implement any portion of the Project, this Agreement shall be deemed terminated as to that portion of the Project and District shall repay any funds previously paid by Cities or Board attributable to that portion of the Project, and the parties shall have no further obligations to each other under this Agreement as to that portion of the Project. 14. Authority and Counterparts. The persons signing this Agreement represent and warrant that they are authorized to do so by the party for whom they are signing. This Agreement may be executed in counterparts; each of which shall be deemed an original, and all of which taken together shall constitute one and the same agreement. Page 4 of 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel By l Depu y Date CITY OF ARCADIA By City Manager APPROVED AS TO FORM: City Attorney, Arcadia LOS ANGELES COUNTY FLOOD CONTROL DISTRICT, A body corporate and politic Chief Engineer Date 13 RAYMOND BASIN MANAGEMENT BOARD „ Executive Officer Date �-2513 CITY OF SIERRA MADRE By Ci yi anager Date 3 113 1201 APPROVE AS TO FORM: Page 5 of 6 -2 City Attorney, Sierra Madre tee© £ © E7 0 0 3 / CO 7 3 20 2 ± d a co co E2 2 E y 2« E m a / 2 © \ d d p d d- / � c /c ± ± ± \ G c\ / � 07 E\ m) 0 0 2 0 � \ ƒ \ 60- n �\ \ E y N R % Q 3 E 7 CD R / 3 a 0 \ ( 2 0 \ � 2 § I \ E \ a 9 z § @ § 0 0 7 \ 0 E < A m ) A / 0 E \ � �