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Agreement No: 04 -14 -021
AGREEMENT
BETWEEN
UPPER SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT
AND THE CITY OF ARCADIA
REGARDING THE
SUSTAINABLE LANDSCAPE DEMONSTRATION PROJECT
Upper San Gabriel Valley Municipal Water District ( "DISTRICT ") and the City
of Arcadia ( "CITY "), (together referred to as "Parties" or each individually, "Party "),
agree to the following terms as of March 25, 2014.
Section 1. Introduction.
1.1. DISTRICT has established the Sustainable Landscape Demonstration
Project ( "Project "). The Project implements a program to convert high - water -need
landscapes to drought tolerant and low impact gardens in cities and public spaces
within DISTRICT's service area. The Project is also intended to help meet SBX7 -7
goals of reducing the State's per capita water consumption by 20% by the year 2020.
DISTRICT desires to provide to CITY the services of a landscape designer and licensed
landscape contractor (EcoTech Services, Inc.) to design and install high- efficiency
irrigation equipment and low- water -use plants at a public site within CITY.
1.2. DISTRICT and CITY desire to work together to implement the installation
of a Demonstration Garden ( "Garden ") to further their common interest in educating and
motivating homeowners and commercial site owners in CITY and DISTRICT's service
area to retrofit their own landscapes in order to reduce water consumption and runoff.
Section 2. Obligations of the Parties.
2.1. DISTRICT will provide certain landscape- related services to CITY as its
contribution to CITY's Garden. These landscape services include a landscape designer,
a licensed landscape contractor, all required materials, and any other necessary labor
to construct and install the Garden. DISTRICT will perform necessary soil grading and
remove unneeded landscape items from the Garden site, including small plant materials
and irrigation system components, but not including the removal or pruning of existing
large trees and installation of major retaining walls and hardscape and structures.
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DISTRICT shall be responsible for complying with the Public Contracts Code and all
other applicable statutes, local ordinances and permits governing the installation of the
Garden on public property.
2.2. CITY agrees to work closely with DISTRICT to determine the appropriate
site for the Garden based on factors such as public visibility, potential water savings,
feasibility of converting the site, construction restrictions and community outreach
involving the site to demonstrate sustainable landscaping. CITY will provide a location
for the Garden, and ensure access for the design and installation crews to inspect the
site and install the Garden. CITY will also provide a schematic of existing conditions
and inform DISTRICT of any possible unforeseen conditions of the Garden site prior to
the design process, contact Dig Alert and ensure all utility lines are clearly marked with
flags on the site before the designing process occurs, and pay for and obtain all
necessary permits.
2.3. If the Garden is not maintained for a 5 -year period following installation,
DISTRICT may, at its own discretion, require reimbursement of all funds spent by
DISTRICT designing and installing the Garden.
Section 3. Term
3.1 The Parties agree that the installation of the Garden shall be completed by
December 31, 2014.
Section 4. Indemnification
4.1. CITY shall hold harmless, defend at its own expense, and indemnify
DISTRICT, its officers, employees, and agents against any and all liability, claims,
losses, damages, or expenses, including reasonable attorneys' fees, arising from all
acts or omissions to act of CITY or its officers, agents, or employees arising from or in
connection with the funding or activities performed under this Agreement, excluding,
however, such liability, claims, losses, damages, or expenses arising solely from or to
the extent caused by DISTRICT's negligence or willful acts.
4.2. DISTRICT shall hold harmless, defend at its own expense, and indemnify
CITY, its officers, employees, and agents against any and all liability, claims, losses,
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damages, or expenses, including reasonable attorneys' fees, arising from all acts or
omissions to act of DISTRICT or its officers, agents, employees or volunteers, arising
from or in connection with the funding or activities performed under this agreement;
excluding, however, such liability, claims, losses, damages, or expenses arising solely
from or to the extent caused by CITY's negligence or willful acts.
Section 5. Assignment
5.1. CITY shall not assign, sell, or otherwise transfer any obligation or interest
in this Agreement without the specific written consent of DISTRICT.
Section 6. Independent Contractor
6.1. CITY is a separate public entity and not an employee of DISTRICT.
6.2 DISTRICT is a separate entity and not an employee of CITY.
Section 7. Applicable Law
7.1. This Agreement shall be construed in accordance with and governed by
the laws of the State of California.
Section 8. Integration
8.1. This Agreement represents the entire understanding of the Parties. No
prior oral or written understanding shall be of any force or effect with respect to those
matters covered by this Agreement.
Section 9. Termination
9.1 Either Party may terminate this Agreement at any time with thirty (30) days
written notice to the other Party. In the event of termination by CITY, CITY shall
reimburse DISTRICT for all expenditures incurred prior to termination for the Garden
described herein.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the date first above written.
UPPER SAN GABRIEL VALLEY
MUNICIPAL WATER DISTRICT
By
Shane Chapman, General Manager
Date j, 1121/1 V
APPROVED AS TO FORM:
Lemieux and O'Neill, District Counsel
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CITY OF ARCADIA
By
Dominic Lazzaretto, City Manager
Date Mn 2t�
APPROVED AS TO FORM:
By P
Stephen P. Deitsch, City Attorney