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HomeMy WebLinkAboutItem 1d - MOU for Coordinated Intergrated Monitoring ProgramU_vi I :S TO: FROM: STAFF REPORT Public Works Services Department December 2, 2014 Honorable Mayor and City Council Tom Tait, Public Works Services Director Prepared by: Vanessa Hevener, Environmental Services Officer SUBJECT: MEMORANDUM OF UNDERSTANDING WITH THE CITIES OF AZUSA, BRADBURY, DUARTE, MONROVIA, SIERRA MADRE, COUNTY OF LOS ANGELES AND LOS ANGELES COUNTY FLOOD CONTROL DISTRICT REGARDING THE ADMINISTRATION AND COST SHARING FOR THE IMPLEMENTATION OF THE COORDINATED INTEGRATED MONITORING PROGRAM ( "CIMP ") FOR THE RIO HONDO /SAN GABRIEL RIVER WATER QUALITY GROUP; AND PROFESSIONAL SERVICES AGREEMENT WITH CALIFORNIA WATERSHED ENGINEERING ( "CWE ") FOR THE IMPLEMENTATION OF THE CIMP IN THE AMOUNT OF $2,371,580 Recommendation: Approve SUMMARY The most recent National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit ( "MS4 Permit ") allows flexibility for cities to coordinate efforts to maximize efficiencies and lower overall costs. In May 2013, several local cities agreed to coordinate on a regional Coordinated Integrated Monitoring Plan ( "CIMP ") for the Rio Hondo /San Gabriel River watersheds. The City of Azusa took the lead on the project and solicited bids on the project. Since then, however, the City of Azusa lost key personnel. In response, the City of Arcadia has offered to succeed Azusa in awarding and managing the contract. This agenda item will formally make the City of Arcadia the lead on this effort and will authorize the award of the contract for CIMP services to California Watershed Engineering. The City of Arcadia's cost -share for implementation of the Plan is approximately $569,648 over a five year period. It is recommended that the City Council authorize and direct the City Manager to execute a MOU with the Cities of Azusa, Bradbury, Duarte, Monrovia, Sierra Madre, County of Los Angeles and Los Angeles County Flood Control District regarding the administration and cost sharing for the implementation of the Coordinated Integrated Award and Execute CIMP MOU for Rio Hondo /San Gabriel River Water Quality Group December 2, 2014 Page 2 of 5 Monitoring Program for the Rio Hondo /San Gabriel River Water Quality Group; and authorize and direct the City Manager to execute a Professional Services Agreement with California Watershed Engineering ( "CWE ") for the implementation of the CIMP in the amount of $2,371,580. BACKGROUND The MS4 Permit (enacted under Order No. R4- 2012 -0175) establishes the waste discharge requirements for stormwater and non - stormwater discharges within the watersheds of Los Angeles County. The MS4 Permit was adopted by the California Regional Water Quality Control Board, Los Angeles Region ( "Regional Board "), on November 8, 2012, and became effective on December 28, 2012. The MS4 Permit includes provisions that allow permittees the flexibility to customize their stormwater programs to achieve compliance over time. In May 2013, the City Council approved a Memorandum of Understanding ( "MOU ") with the Cities of Azusa, Bradbury, Duarte, Monrovia, and Sierra Madre, County of Los Angeles and Los Angeles County Flood Control District to assist in the cost sharing and in the development of both the Enhanced Watershed Management Program and Coordinated Integrated Monitoring Program ( "CIMP ") Plans for the Rio Hondo /San Gabriel River watersheds. These Plans were submitted to the Regional Board on July 28, 2014. It is anticipated that the Regional Board will approve the CIMP by March 2015. Once the CIMP Plan is approved by the Regional Board, monitoring must begin within 90 days. In preparation, the Oversight Committee, comprised of City Managers and Directors, directed staff to develop and prepare the CIMP Implementation Scope of Work and to also develop a separate and distinct MOU, using the existing MOU as a template (See Attachment "A "). In May 2014, the City of Azusa initially agreed to act as the project manager and assume responsibility for the administration of contract services and collecting and administering funds under the MOU. The City of Azusa would have acted in this capacity at no cost to the participating agencies. DISCUSSION Based on the Oversight Committee's direction, the City of Azusa released a Request for Proposals (RFP) on July 22, 2014 for work related to the implementation of the CIMP. Request for Proposals were sent directly to seventeen (17) environmental consultants and advertised in the local newspaper. The proposed Scope of Services includes: Award and Execute CIMP MOU for Rio Hondo /San Gabriel River Water Quality Group December 2, 2014 Page 3 of 5 • Project Management, Coordination, and Meetings • CIMP Requirements - Receiving Water Monitoring, Storm Water (SW) Outfall Monitoring, TMDL Monitoring and Non -Storm Water (NSW) Outfall Monitoring • Development of a Health and Safety Plan • Data Management and Reporting Methodology • Laboratory Analysis • Reports • Field Logs & Site Assessment Photos On August 21, 2014, the City of Azusa received a total of three (3) proposals. Staff from each of the participating agencies reviewed, evaluated, and ranked the consultants with the following results: RANK FIRM LOCATION COST 1 CWE Fullerton $2,371,580 2 MWH Americas, Inc. Pasadena $2,370,357 3 Urban Logic Consultants Riverside $5,977,161 Based on the Oversight Committee's review and evaluation of the proposals, California Watershed Engineering (CWE) was selected at a total cost of $2,371,580. The CWE Team is comprised of a partnership between CWE, SCS Engineers, and Weston Solutions. Their selection was based on their expertise with the MS4 Permit, expertise and experience developing similar plans, their existing relationships with the Regional Board Staff, Board members, key stakeholder groups and competitive costs. Since then, the City of Azusa has recently lost key leadership positions, and due to the critical timeline to start the monitoring program, the City of Arcadia offered to succeed Azusa in awarding the contract. All of the agencies participating in the CIMP implementation process have presented the MOU to their respective City Councils and to the Board of Supervisors for consideration. The Public Works Services Department inquired with the City's Attorney to opine if Arcadia could award the contract even though it had been advertised by the City of Azusa. The City Attorney concluded that it was acceptable if the City of Azusa's procurement procedures were the same or better than the City of Arcadia's. A review of both procurement practices revealed that they met this threshold. As with the MOU executed in 2013, the CIMP MOU specifies the financial commitment for the monitoring of both Rio Hondo and San Gabriel River watersheds for each agency based on a cost sharing formula. The Los Angeles County Flood Control District agreed to pay for 5% of the total cost of the contracted services for the implementation of the CIMP. The remaining balance will be divided amongst the rest of the agencies based on: 10% base for participation, plus 90% based on each agency's land area that drains to the Rio Hondo and San Gabriel River. The term of the MOU is Award and Execute CIMP MOU for Rio Hondo /San Gabriel River Water Quality Group December 2, 2014 Page 4 of 5 estimated to extend through Fiscal Year 2018 -19. Table 1 below shows the cost sharing formula and the cost of each of the participating agencies over the next five years: Table 1. Cost Allocation for Years 1 -5 Agencies Sq.Mi. Percent of Area Base Fee (10%) Cost based on Area (90%) Total Cost City of Arcadia 11 26.51% $32,185.73 $537,462.89 $569,648.62 City of Azusa 9.3 22.41% $32,185.73 $454,400.44 $486,586.17 City of Bradbury 1.9 4.58% $32,185.73 $92,834.50 $125,020.23 City of Duarte 3.6 8.67% $32,185.73 $175,896.95 $208,082.67 City of Monrovia 8 19.28% $32,185.73 $390,882.10 $423,067.83 City of Sierra Madre 2.8 6.75% $32,185.73 $136,808.74 $168,994.46 County of Los Angeles 4.9 11.81% $32,185.73 $239,415.29 $271,601.02 Los Angeles County Flood Control District $118,579.00 Total 41.5 100% $343,879.10 $2,027,700.90 $2,371,580 Based on the MOU's formula, the City of Arcadia's cost share for the monitoring program is approximately $569,649 over five years. Cost -share payments will be paid beginning in FY 2014 -15. In the first three years of the monitoring program, the City's cost share is approximately $373,690. During the fourth and fifth year, the City's cost share would be approximately $98,190 per year. Actual costs may vary slightly from based on the scheduling of work as directed by the Oversight Committee. Annual invoices for the remainder of the costs will be due no later than January of each year. FISCAL IMPACT Annual costs would be divided among participating agencies based on the MOU's cost share formula. The City of Arcadia's total cost for the monitoring program is approximately $569,649 over five years. Cost -share payments will be split over five years with the first three years installment of approximately $373,690 (FY 2014 -15; FY 2015 -16 and FY 2016 -17) and the fourth and fifth years at approximately $98,190 each (FY 2017 -18; and FY 2018 -19). The cost for the implementation of the CIMP for the first three years has been budgeted in the Fiscal Year 2014 -15 Capital Improvement Program and in the 2014 -15 and 2015 -16 Operating Budget for Stormwater. The cost and staff time for project administration by the City of Arcadia is expected to be minimal; however, the Oversight Committee has agreed to monitor these costs and consider whether it would be appropriate to reimburse the City of Acadia for its staffing costs at a later date if it becomes an issue of concern to the City. Award and Execute CIMP MOU for Rio Hondo /San Gabriel River Water Quality Group December 2, 2014 Page 5 of 5 RECOMMENDATION It is recommended that the City Council authorize and direct the City Manager to execute a MOU with the Cities of Azusa, Bradbury, Duarte, Monrovia, Sierra Madre, County of Los Angeles and Los Angeles County Flood Control District for the administration and cost sharing for the implementation of the Coordinated Integrated Monitoring Program for the Rio Hondo /San Gabriel River Water Quality Group; and authorize and direct the City Manager to execute a Professional Services Agreement with California Watershed Engineering (CWE) for the implementation of the CIMP in the amount of $2,371,580. Approved: Dominic Lazzar City Manager Attachment "A" - Memorandum of Understanding between the Los Angeles County Flood Control District, the County of Los Angeles, the Cities of Arcadia, Azusa, Bradbury, Duarte, Monrovia and Sierra Madre ATTACHMENT "A" MEMORANDUM OF UNDERSTANDING BETWEEN THE LOS ANGELES COUNTY FLOOD CONTROL DISTRICT, THE COUNTY OF LOS ANGELES, AND THE CITIES OF ARCADIA, AZUSA, BRADBURY, DUARTE, MONROVIA AND SIERRA MADRE REGARDING THE ADMINISTRATION AND COST SHARING FOR IMPLEMENTING THE COORDINATED INTEGRATED MONITORING PROGRAM FOR THE RIO HONDO /SAN GABRIEL RIVER WATER QUALITY GROUP This Memorandum of Understanding (MOU) is made and entered into as of the date of the last signature set forth below (Effective Date) by and between the LOS ANGELES COUNTY FLOOD CONTROL DISTRICT (LACFCD), a body corporate and politic, the COUNTY OF LOS ANGELES (COUNTY), a political subdivision of the State of California, and the CITIES OF ARCADIA, AZUSA, BRADBURY, DUARTE, MONROVIA, AND SIERRA MADRE. Collectively, these entities shall be known herein as "PARTIES" or individually as "PARTY." RECITALS WHEREAS, the Regional Water Quality Control Board, Los Angeles Region (Regional Board) adopted National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit (MS4 Permit) Order No. R4- 2012 -0175; and WHEREAS, the MS4 Permit became effective on December 28, 2012, and requires that the LACFCD, COUNTY, and 84 of the 88 Cities (excluding the Cities of Avalon, Long Beach, Palmdale, and Lancaster) within the County of Los Angeles comply with the prescribed elements of the MS4 Permit; and WHEREAS, the MS4 Permit identified the PARTIES as MS4 permittees that are responsible for compliance with the MS4 Permit requirements pertaining to the Rio Hondo /San Gabriel River Water Quality Group Watershed Management Area; and WHEREAS, the PARTIES submitted a Final Draft Coordinated Integrated Monitoring Program (CIMP) and Draft Work Plan [PLANS] to the Regional Board on June 27, 2014, and anticipate approval of the CIMP by March 2015. The PARTIES anticipate this deadline by commencing with the award of a contract to Consultant for the implementation of the CIMP. Any final revisions to the CIMP document are to be worked out by the PARTIES with final approval by the Oversight Committee, which is described below; and WHEREAS, the PARTIES have agreed to collaborate on the compliance of certain elements of the MS4 Permit and have agreed to a cost sharing formula set forth in Table 3 of Exhibit A, which is attached and made part of this MOU; and WHEREAS, the PARTIES collaboratively prepared a final Scope of Work and Request for Proposal to obtain a Consultant to assist the PARTIES in complying with certain elements of the MS4 Permit, as specified in the Scope of Work, which is incorporated into this MOU by reference; and WHEREAS, the PARTIES propose for the Consultant to implement the Coordinated Integrated Monitoring Plan (CIMP Implementation), in compliance with certain elements of the MS4 Permit, at a total cost not to exceed $2,371,580; and WHEREAS, the PARTIES have determined that hiring a Consultant to implement the CIMP, to install monitoring equipment, obtain permits, conduct monitoring, laboratory analysis, advise on potential revisions to the CIMP, and provide reporting to the Regional Board, including reporting of stormwater samples (collectively, "Monitoring Services ") will be beneficial to the PARTIES, who desire to participate and will provide funding in accordance with the cost allocation in Table 3 of Exhibit A; and WHEREAS, the PARTIES have agreed to establish an Oversight Committee (comprised of City Managers and /or designated staff from each PARTY) to provide technical oversight and project management for the development of the PLANS; and WHEREAS, the CITY OF ARCADIA will be the contracting PARTY, entering into contract(s) with the Consultant, as needed, to govern the Consultant's Monitoring Services; and WHEREAS, the PARTIES agree that each PARTY shall assume full and independent responsibility for ensuring its own compliance with the MS4 Permit despite the collaborative approach of this MOU. NOW, THEREFORE, in consideration of the mutual benefits to be derived by the PARTIES, and of the promises contained in this MOU, the PARTIES agree as follows: (1) Recitals: The recitals set forth above are true and correct and incorporated into this MOU, in their entirety, by this reference. (2) Purpose: The purpose of this MOU is to cooperatively fund the implementation of the CIMP, to install monitoring equipment, obtain permits, conduct monitoring, laboratory analysis, and provide reporting of stormwater results to the Regional Board. (3) Cooperation. The PARTIES shall fully cooperate with one another to attain the purposes of this MOU. (4) Voluntary: This MOU is voluntarily entered into by each PARTY for the implementation of the CIMP. Page 2 of 22 (5) Terms: The term of this MOU shall commence on the Effective Date and shall remain in effect until the CITY OF ARCADIA has provided written notice of completion of the Scope of Work described herein, and all PARTIES have paid their allocated pro -rata share of the CIMP Implementation, as detailed in Exhibit A, Table 3, but in no event later than June 30, 2019. (6) Responsibilities of the CITY OF ARCADIA: a. The CITY OF ARCADIA shall act as the contract manager on behalf of, and for the benefit of, PARTIES, and as such agrees to invoice the PARTIES for their pro -rata share of the cost of the CIMP Implementation, as described in Tables 1 thru 3 of Exhibit A. b. Payments to Third PARTIES — The CITY OF ARCADIA shall have no obligation to pay vendors or consultants any funds other than those funds the CITY OF ARCADIA owes for its proportional share, as set forth in Table 3 of Exhibit A, and those funds remitted by each PARTY to the CITY OF ARCADIA following invoice. In the event the CITY OF ARCADIA, in its sole discretion, elects to make a payment on behalf of a Delinquent PARTY, as defined in Section 7(c), the Delinquent PARTY and /or the remaining PARTIES shall reimburse the CITY OF ARCADIA the funds expended, as described below. If the CITY OF ARCADIA fails to timely pay vendors or consultants for its proportional share, as set forth in Table 3 of Exhibit A, the CITY OF ARCADIA shall be considered a Delinquent PARTY, and the other PARTIES shall have the same rights and remedies against the CITY OF ARCADIA as they (or ARCADIA) would have against a delinquent PARTY, as provided herein and particularly as described in Section 7(c), below. c. The CITY OF ARCADIA shall solicit proposals for, award, and administer Consultant contract(s) for the CIMP Implementation and any subsequent changes to the CIMP in accordance with the Scope of Work. d. The CITY OF ARCADIA shall utilize the funds deposited by the PARTIES only for payment of the Consultant for the CIMP Implementation. e. The CITY OF ARCADIA shall provide the PARTIES with an electronic copy of the CIMP monitoring reports and any other drafts of reports to ultimately be submitted to the Regional Boardwithin 5 business days of receipt from the Consultant. f. Upon execution of this MOU, each PARTY shall provide the name or names of those persons from within the PARTY's organization who will represent said PARTY on the Oversight Committee. Within thirty (30) days from the Effective Date, the CITY OF ARCADIA shall notice all PARTIES hereto of the Oversight Committee members and their contact information. Each PARTY Page 3 of 22 may name a representative, and one Alternate, who may act in place of the representative if the representative is unable to attend or otherwise act. g. The PARTIES agree that the Oversight Committee may meet periodically, on an as- needed basis. All CIMP monitoring reports shall be reviewed by the Oversight Committee or their designees shall for further revision and /or comment. Within 15 days of receiving a draft monitoring report, members of the Oversight Committee or their designees shall provide any revisions or comments to the Consultant, and the Consultant shall reasonably incorporate those revisions into the draft monitoring report. Within 30 days of receiving the draft monitoring report, members of the Oversight Committee or their designees shall approve, in writing, the Consultant's submission of the report to the Regional Board. No monitoring reports shall be submitted to the Regional Board unless and until it /they have been approved, in writing, for submittal by all PARTIES hereto, excepting only a PARTY or PARTIES whose involvement in this MOU has been terminated. h. The PARTIES shall pay the CITY OF ARCADIA, subject to annual budget authority, for their proportional share of the estimated cost for Monitoring Services and project administration and management not exceeding the invoice amounts as shown in Table 3 of Exhibit A, within sixty days (60) days of receipt of the invoice from the CITY OF ARCADIA. The cost estimates presented in Exhibit A have been agreed upon by the PARTIES and are subject to changes in the CIMP pursuant to new Regional Board requirements and /or unforeseen challenges in the field. Any such changes proposed to each PARTY's proportional share are subject to funding appropriation and will require written agreement of the PARTIES as explained in Section 7(c). i. The CITY OF ARCADIA will invoice the PARTIES in amounts not exceeding the invoice amounts shown in Table 3 of Exhibit A. The annual payments for each fiscal year period will be invoiced in January of that fiscal year, except for the first invoice, which will be issued upon the execution by all PARTIES of this MOU. The CITY OF ARCADIA will notify the PARTIES if actual expenditures for Monitoring Services are anticipated to exceed the cost estimates contained in Exhibit A and obtain written approval of such expenditures from all PARTIES. Upon approval of substantiated additional expenditures, the PARTIES agree to pay the CITY OF ARCADIA for each PARTY'S proportional share of additional expenditures in an amount not to exceed ten (10 %) percent of the estimated cost for Monitoring Services, as show in Table 3 of Exhibit A. This 10% contingency will not be invoiced, unless actual expenditures exceed the cost estimates for Monitoring Services. Page 4 of 22 Expenditures that exceed the 10% contingency will require an amendment to this MOU. k. The CITY OF ARCADIA will submit on behalf of the PARTIES annual monitoring reports to the Regional Board as described in the CIMP and distribute copies of the annual reports to the PARTIES for review and comment at least 30 days prior to submittal to the Regional Board for review and approval. In addition, the CITY OF ARCADIA will submit to the PARTIES the data used to prepare the annual reports. This data will be transmitted electronically in a format that is agreed upon by the PARTIES. (7) THE PARTIES FURTHER AGREE: a. The PARTIES shall make a full faith effort to cooperate with one another to achieve the purposes of this MOU by providing information about project opportunities, reviewing deliverables in a timely manner, and informing their respective administrators, agency heads, and /or governing bodies. b. The PARTIES shall fund the cost of implementing the CIMP and pay the CITY OF ARCADIA for the implementation of the CIMP in the manner provided in Section 6(h), above. c. Delinquent Payments — A PARTY's payment is considered delinquent 90 days after being invoiced by the CITY OF ARCADIA and that PARTY shall be known as a "Delinquent PARTY ". The following procedures may be implemented by the CITY OF ARCADIA to attain payments from the Delinquent PARTY: the CITY OF ARCADIA will 1) verbally contact /meet with the manager from the Delinquent PARTY or PARTIES; and 2) submit a formal letter to the Delinquent PARTY OR PARTIES. If the Delinquent PARTY or PARTIES remain delinquent after the above procedures, then the CITY OF ARCADIA may notify the Regional Board that the Delinquent PARTY OR PARTIES are no longer a participating member(s) of the PLANS, and said PARTY or PARTIES shall then be deemed to have terminated its participation as a PARTY to this MOU ( "EXCLUDED PARTY ") and their name(s) may be removed from CIMP Implementation. Any EXCLUDED PARTY or PARTY'S delinquent amount(s) will be paid in accordance with the remaining PARTIES' pro -rata share pursuant to Table 3 of Exhibit A, as adjusted to remove the EXCLUDED PARTY from the allocation. The CITY OF ARCADIA will revise Table 3 of Exhibit A to show the recalculated costs for each remaining participating PARTY without amendment to this MOU; the revised exhibits will be included with the next invoice to the remaining PARTIES. The remaining PARTIES shall retain all contractual, legal, and equitable rights and causes of action to recover any delinquent amounts paid that were owed by an EXCLUDED PARTY or PARTIES who failed to make such payments. Page 5 of 22 d. Interest Accrual - Any interest accrued on the funds collected per this MOU during the term of this MOU shall be refunded or credited toward any amount owed at the time of the final accounting. The CITY OF ARCADIA shall report to the PARTIES the amount of the interest accrued by the collected funds at the time of the final accounting. e. Excess Funds - Any collected funds not spent in any fiscal year period shall be refunded or credited toward any amount owed the applicable PARTY at the time of the final accounting. f. Each PARTY shall allow reasonable access and entry to the Consultant, on an as needed basis, during the term of this MOU to the PARTY's storm drains, channels, catch basins, and similar properties (FACILITIES) to achieve the purposes of this MOU, provided, however, that prior to entering any PARTY's facilities, the Consultant shall secure a permit of entry from the applicable PARTY. No PARTY shall unreasonably withhold such permit from the Consultant. g. The PARTIES agree to provide all requested information and documentation in their possession and available for release to the CITY OF ARCADIA that is deemed necessary by the PARTIES to perform the CIMP implementation at no cost to the CITY OF ARCADIA. h. Additional Studies — The PARTIES agree that additional watershed -wide special studies, monitoring with other watershed groups, conducting necessary special studies, preparing grant applications, and /or conducting other collaborative activities for the purpose of complying with the MS4 Permit may be funded by the PARTIES subject to the terms of this MOU, provided that there are available excess contract funds or contingency funds available to fund these activities. Prior to the performance of any such activities, all PARTIES must provide written approval of the activities and a revised Exhibit A showing which PARTIES will be funding the activities and in what amounts. To the maximum extent permitted by law, the CITY OF ARCADIA shall require the Consultant(s) retained pursuant to this MOU to agree to indemnify, defend, and hold harmless each PARTY, its special districts, elected and appointed officers, employees, attorneys, agents, and designated volunteers from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert fees), arising from or connected with the Consultant's performance of its agreement with the CITY OF ARCADIA. In addition, the CITY OF ARCADIA shall require the Consultant(s) to carry, maintain, and keep in full force and effect an insurance policy or policies, and each PARTY, its elected and appointed officers, employees, attorneys, agents and designated volunteers shall be named as additional insureds on the policy(ies) with Page 6 of 22 respect to liabilities arising out of the Consultant's work. These requirements will also apply to any subcontractors hired by the Consultant(s). To the maximum extent permitted by law, each PARTY shall indemnify, defend, and hold harmless each other PARTY, including its special districts, elected and appointed officers, employees, agents and designated volunteers, from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from or connected with the respective acts of each PARTY under this MOU; provided, however, that no PARTY shall indemnify another PARTY for that other PARTY's own negligence or willful misconduct. k. In light of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of said Code), each of the PARTIES hereto, pursuant to the authorization contained in Section 895.4 and 895.6 of said Code, shall assume the full liability imposed upon it or any of its officers, agents, or employees, by law for injury caused by any act or omission occurring in the performance of this MOU to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above stated purpose, each PARTY indemnifies, defends, and holds harmless each other PARTY for any liability, cost, or expense that may be imposed upon such other PARTY solely by virtue of said Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein. The PARTIES are, and shall at all times remain as to each other, wholly independent entities. No PARTY to this MOU shall have power to incur any debt, obligation, or liability on behalf of any other PARTY unless expressly provided to the contrary by this MOU. No employee, agent, or officer of a PARTY shall be deemed for any purpose whatsoever to be an agent, employee, or officer of another PARTY. m. Any notices, bills, invoices, or reports relating to this MOU, and any request, demand, statement, or other communication required or permitted hereunder shall be in writing and shall be delivered to the representatives of the PARTIES at the addresses set forth in Exhibit B attached hereto and incorporated herein by reference. n. This MOU shall be binding upon, and shall be to the benefit of the respective successors, heirs, and assigns of each PARTY; provided, however, no PARTY may assign its respective rights or obligations under this MOU without the prior written consent of the other PARTIES. Page 7 of 22 o. This MOU is governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Venue shall be in Los Angeles County. p. If any provision of this MOU shall be determined by any court to be invalid, illegal, or unenforceable to any extent, the remainder of this MOU shall not be affected, and this MOU shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this MOU. q. All PARTIES have been represented by counsel in the preparation and negotiation of this MOU. Accordingly, this MOU shall be construed according to its fair language. Any ambiguities shall be resolved in a collaborative manner by the PARTIES and shall be rectified by amending this MOU as described in paragraph 7(s). r. Each of the persons signing below on behalf of a PARTY represents and warrants that he or she is authorized to sign this MOU on behalf of such PARTY. s. No PARTY shall have any financial obligation to any other PARTY to this MOU, except as herein expressly provided. t. The terms and provisions of this MOU may not be amended, modified, or waived, except by an instrument in writing signed by all PARTIES who have not terminated their interests herein or whose involvement has not terminated by reason of non - payment. This paragraph applies to any changes proposed as a result of the following circumstances: 1) changes to the MS4 Permit terms with regards to compliance through an EWMP or CIMP; or (2) changes in the number of PARTIES to this MOU. This list is not intended to be exhaustive. u. This MOU may be signed in multiple counterparts with the same force and effect as if all original signatures appeared on one copy; and in the event this MOU is signed in counterparts, each counterpart shall be deemed an original and all of the counterparts shall be deemed to be one agreement. v. Early Termination or Withdrawal This MOU may be terminated upon the express written agreement of all PARTIES. If this MOU is terminated, any remaining funds not due and payable or otherwise legally committed to a Consultant(s) shall be distributed to the remaining PARTIES (not including any EXCLUDED or WITHDRAWN PARTY or PARTIES, as defined below) so that all such remaining PARTIES have paid Page 8 of 22 no more than their pro -rata share (in accordance with the most current allocation set forth in Table 3 of Exhibit A). Completed work shall be owned by all PARTIES at the time of completion of the work who are not EXCLUDED or WITHDRAWN PARTIES. Similarly, rights to uncompleted work by the Consultant still under contract are to be owned by the PARTY or PARTIES who are not EXCLUDED or WITHDRAWN PARTIES at such time. 2. A PARTY may withdraw from this MOU ( "WITHDRAWN PARTY ") upon 60 days written notice to the other PARTIES, subject to payment of any invoice received from the CITY OF ARCADIA prior to or during the 60 -day notice period for its share of the cost of the work completed as of the date of its notice of withdrawal, calculated in accordance with the cost - sharing percentages set forth in Table 3 of Exhibit A. The effective withdrawal date shall be the sixtieth (60th) day after the CITY OF ARCADIA receives the withdrawing PARTY's notice to withdraw from this MOU. The CITY OF ARCADIA shall refund to the WITHDRAWN PARTY any unused funds paid by the WITHDRAWN PARTY's effective withdrawal date. All PARTIES understand, acknowledge, and agree that withdrawal from this MOU will terminate any responsibility, liability, or obligation of the WITHDRAWN PARTY under this MOU commencing on the effective withdrawal date and that the WITHDRAWN PARTY shall remain liable for its share of any loss, debt or liability incurred prior to the withdrawal date, and for any work which could not be suspended. Withdrawal from this MOU does not release any PARTY from the obligations set forth in MS4 Permit. 3. Should any PARTY withdraw from this MOU, the remaining PARTIES' cost share allocation shall be adjusted in accordance with the cost allocation formula in Table 3 of Exhibit A. 4. If a PARTY fails to substantially comply with any of the terms or conditions of this MOU that PARTY shall forfeit its rights to work completed through this MOU, but no such forfeiture shall occur unless and until the defaulting PARTY has first been given notice of its default and a reasonable opportunity to cure the alleged default. Page 9 of 22 IN WITNESS WHEREOF, the PARTIES hereto have caused this MOU to be executed by their duly authorized representatives and affixed as of the date of signature of the PARTIES: [Signatures on following pages] Page 10 of 22 COUNTY OF LOS ANGELES GAIL FARBER Date APPROVED AS TO FORM: Mark J. Saladino County Counsel im Deputy Page 11 of 22 Date LOS ANGELES COUNTY FLOOD CONTROL DISTRICT Chief Engineer APPROVED AS TO FORM: Mark J. Saladino County Counsel Deputy Page 12 of 22 Date CITY OF ARCADIA In Dominic Lazzaretto, City Manager ATTEST: By Date Lisa Mussenden, Chief Deputy City Clerk Date APPROVED AS TO FORM: Stephen Dietsch, City Attorney Page 13 of 22 Date CITY OF AZUSA In NAME, POSITION ATTEST: By NAME, City Clerk APPROVED AS TO FORM: NAME, City Attorney Page 14 of 22 Date Date Date CITY OF BRADBURY In NAME, POSITION ATTEST: By NAME, City Clerk APPROVED AS TO FORM: NAME, City Attorney Page 15 of 22 Date Date Date CITY OF DUARTE In NAME, POSITION ATTEST: By NAME, City Clerk APPROVED AS TO FORM: NAME, City Attorney Page 16 of 22 Date Date Date CITY OF MONROVIA In NAME, POSITION ATTEST: By NAME, City Clerk APPROVED AS TO FORM: NAME, City Attorney Page 17 of 22 Date Date Date CITY OF SIERRA MADRE In NAME, POSITION ATTEST: By NAME, City Clerk APPROVED AS TO FORM: NAME, City Attorney Page 18 of 22 Date Date Date EXHIBIT A Rio Hondo /San Gabriel River Water Quality Group CIMP Implementation Funding Contributions Table 1. Total Contract Costs Scope of Work Items 2014 -15 2015 -16 2016 -17 2017 -18 2018 -19 TOTAL 1 Total Not -to- Exceed Contract Costs $588,585.67 $458,585.67 $508,585.65 $408,789 $407,034 2,371,580 Scope of Work Items Years 1 -3 FY 14 -15, FY 15 -16, and Year 4 Year 5 FY 16 -17 FY 17 -18 FY 18 -19 1 Project Management, Coordination, and Meetings $141.086 $45,924 $45,924 2 Installation of Monitoring Equipment $171,420 $0.00 $0.00 3 Receiving Water Monitoring $178,228 $59,380 $59,380 4 Receiving Water TMDL Monitoring $234,457 $103,123 $101,368 5 Stormwater Outfall Monitoring $281,627 $102,114 $102,114 6 Non Stormwater Screening $165,510 $770 $770 (Additive Alternative A - Rio Hondo) 7 Non Stormwater Screening $80,406 $385 $385 (Additive Alternative B - San Gabriel) 8 Health and Safety Plan $15,914 $5,011 $5,011 9 Reports, Field Logs, and Photos $144,076 $72,797 $72,797 10 Laboratory Analysis $92,450 $19,285 $19,285 TOTAL = $1,555,757 $408,789 $407,034 Page 19 of 22 Table 2. Allocation for Non Stormwater Screening Task Fnntnntac- 1. Los Angeles County Flood Control District's cost share equals 5% of the total contract cost for the Non Stormwater Screening work. 2. Based on percent of developed land in each Party's area of the total watershed area (excludes Angeles National Forest land). Page 20 of 22 Rio Hondo Sub- Watershed San Gabriel River Watershed Allocation for Non Stormwater Screening Task (To Be Completed in 2014 -15) Parties Sp' MilesZ % Total Sp' MilesZ % Total Rio Hondo San Gabriel Total City of Arcadia 10.8 40.9% 0.2 1.3% $64,323.20 $1,011.73 $65,334.94 City of Azusa 0 0% 9.3 61.6% $0.00 $47,045.50 $47,045.50 City of Bradbury 0.8 3.0% 1.1 7.3% $4,764.68 $5,564.52 $10,329.20 County of Los Angeles 2.8 10.6% 2.1 13.9% $16,676.39 $10,623.18 $27,299.56 City of Duarte 1.3 4.9% 2.3 15.2% $7,742.61 $11,634.91 $19,377.52 City of Monrovia 7.9 29.9% 0.1 0.7% $47,051.23 $505.87 $47,557.10 City of Sierra Madre 2.8 10.6% 0 0% $16,676.39 $0.00 $16,676.39 LACFCD (5 %)1 - - - - $8,275.50 $4,020.30 $12,295.80 Total = 26.4 100.0% 15.1 100.0% $165,510.00 $80,406.00 $245,916.00 Fnntnntac- 1. Los Angeles County Flood Control District's cost share equals 5% of the total contract cost for the Non Stormwater Screening work. 2. Based on percent of developed land in each Party's area of the total watershed area (excludes Angeles National Forest land). Page 20 of 22 Table 3. Annual Cost Allocation Cost Formula A. 10% Base = [(Total Consultant costs — LACFCD 5% cost share) X 10 %] /7parties B. 90% Land Use = [(Total Consultant costs - LACFCD 5% cost share) X 90 %] X Percentage of total land area (not including Angeles National Forest) C. Total Non Stormwater Screening Task Costs for each PARTY (see Table 2) Year 1 calculation utilize cost formula (A + B + C) Years 2 -5 calculation utilizes cost formula (A + B) On or before December 31st of each year, the Oversight Committee shall review the Invoicing Schedule may adjust the percent of Cost Share Allocations due each year as deemed necessary for such reasons including, but not limited to, revision in Contracted Costs, Scope of Work, scheduling of work, and /or costs related to environmental review. Page 21 of 22 Year 1 FY 2014 -15 Year 2 FY 2015 -16 Year 3 FY 2016 -17 Year 4 FY 2017 -18 Year 5 FY 2018 -19 Total Costs Arcadia $ 141,377.06 $110,151.33 $122,161.22 $98,190.27 $97,768.73 $569,648.62 Azusa $ 120,762.38 $94,089.78 $104.348.47 $83,872.81 $83,512.73 $486.586.17 Bradbury $ 31,027.89 $24,174.81 $26,810.60 $21,549.72 $21,457.21 $125,020.23 Duarte $ 51,642.57 $52,518.71 $44,623.36 35,867.19 $35,713.21 $208,082.67 Monrovia $ 104,998.21 $81,807.42 $90,726.95 $72,924.16 $72,611.08 $423,067.83 Sierra Madre $41,941.54 $32,677.98 $36,240.89 $29,129.56 $29,004.50 $168,994.46 County of Los Angeles $ 67,406.74 $52,518.71 $58,244.87 $46,815.84 $$46,614.85 $271,601.02 LACFCD 5% Contribution $29,429.28 $22 929 28 $25,429.28 $20,439.45 $20,351.70 $118,579.00 Total $588,585.67 $458,585.67 $508,585.65 $408,789.00 $407,034.00 $2,371.580.00 On or before December 31st of each year, the Oversight Committee shall review the Invoicing Schedule may adjust the percent of Cost Share Allocations due each year as deemed necessary for such reasons including, but not limited to, revision in Contracted Costs, Scope of Work, scheduling of work, and /or costs related to environmental review. Page 21 of 22 EXHIBIT B Rio Hondo /San Gabriel River Watershed Quality Group EWMP Responsible Agencies Representatives City of Arcadia 240 W. Huntington Dr. Arcadia, CA 91006 Representative: Vanessa Hevener E -mail: VHevener @ci.arcadia.ca.us Phone: (626) 305 -5327 City of Bradbury 600 Winston Ave. Bradbury, CA 91008 Representative: Michelle Keith E -mail: MKeith @CityofBradbury.org Phone: (626) 358 -3218 ext. 300 City of Monrovia 415 S. Ivy Ave. Monrovia, CA 91016 Representative: Sharon Gallant E -mail: SGallant @ci.monrovia.ca.us Phone: (626) 932 -5553 County of Los Angeles Department of Public Works Watershed Management Division, 11th Floor 900 South Fremont Avenue Alhambra, CA 91803 -1331 Representative: Angela George E -mail: AGeorge @dpw.lacounty.gov Phone: (626) 458 -4300 City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 -1395 Representative: Daniel Bobadilla E -mail: DBobadilla @ci.azusa.ca.us Phone: (626) 812 -5064 City of Duarte 1600 Huntington Drive Duarte, CA 91010 Representative: Rafael Casillas E -mail: RCasillas @accessduarte.com Phone: (626) 386 -6833 City of Sierra Madre 232 W. Sierra Madre Blvd Sierra Madre, CA 91024 Representative: James Carlson E -mail: JCarlson @cityofsierramadre.com Phone: (626) 355 -7135 ext. 803 Los Angeles County Flood Control District Department of Public Works Watershed Management Division, 11 th Floor 900 South Fremont Avenue Alhambra, CA 91803 -1331 Representative: Angela George E -mail: AGeorge @dpw.lacounty.gov Phone: (626) 458 -4300 Page 22 of 22